Attached files
file | filename |
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EX-32 - EX-32 - SIFCO INDUSTRIES INC | l38779exv32.htm |
EX-9.2 - EX-9.2 - SIFCO INDUSTRIES INC | l38779exv9w2.htm |
EX-4.22 - EX-4.22 - SIFCO INDUSTRIES INC | l38779exv4w22.htm |
EX-31.2 - EX-31.2 - SIFCO INDUSTRIES INC | l38779exv31w2.htm |
EX-31.1 - EX-31.1 - SIFCO INDUSTRIES INC | l38779exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2009
or
o | 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 incorporation or organization) | (I.R.S. Employer Identification No.) | |
970 East 64th Street, Cleveland Ohio | 44103 | |
(Address of principal executive offices) | (Zip Code) |
(216) 881-8600
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The number of the Registrants Common Shares outstanding at December 31, 2009 was 5,299,966.
TABLE OF CONTENTS
Table of Contents
Part I. Financial Information
Item 1. | Financial Statements |
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
Three Months Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
Net sales |
$ | 21,302 | $ | 23,537 | ||||
Operating expenses: |
||||||||
Cost of goods sold |
15,281 | 18,155 | ||||||
Selling, general and administrative expenses |
2,937 | 2,863 | ||||||
Total operating expenses |
18,218 | 21,018 | ||||||
Operating income |
3,084 | 2,519 | ||||||
Interest income |
(7 | ) | (5 | ) | ||||
Interest expense |
17 | 16 | ||||||
Foreign currency exchange (gain) loss |
(2 | ) | 72 | |||||
Other income, net |
(116 | ) | (5 | ) | ||||
Income from continuing operations before income
tax provision |
3,192 | 2,441 | ||||||
Income tax provision |
1,179 | 903 | ||||||
Income from continuing operations |
2,013 | 1,538 | ||||||
Income from discontinued operations, net of tax |
| 92 | ||||||
Net income |
$ | 2,013 | $ | 1,630 | ||||
Income per share from continuing operations |
||||||||
Basic |
$ | 0.38 | $ | 0.29 | ||||
Diluted |
$ | 0.38 | $ | 0.29 | ||||
Income per share from discontinued operations, net of tax |
||||||||
Basic |
$ | | $ | 0.02 | ||||
Diluted |
$ | | $ | 0.02 | ||||
Net income per share |
||||||||
Basic |
$ | 0.38 | $ | 0.31 | ||||
Diluted |
$ | 0.38 | $ | 0.31 | ||||
Weighted-average number of common shares (basic) |
5,299 | 5,295 | ||||||
Weighted-average number of common shares (diluted) |
5,346 | 5,307 |
See notes to unaudited consolidated condensed financial statements.
2
Table of Contents
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
December 31, | September 30, | |||||||
2009 | 2009 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 19,775 | $ | 19,875 | ||||
Receivables, net |
16,787 | 17,010 | ||||||
Inventories |
7,080 | 7,568 | ||||||
Refundable income taxes |
37 | 889 | ||||||
Deferred income taxes |
1,651 | 1,651 | ||||||
Prepaid expenses and other current assets |
759 | 601 | ||||||
Total current assets |
46,089 | 47,594 | ||||||
Property, plant and equipment, net |
17,343 | 16,940 | ||||||
Other assets |
1,252 | 1,236 | ||||||
Total assets |
$ | 64,684 | $ | 65,770 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Current maturities of long-term debt |
$ | 103 | $ | 101 | ||||
Accounts payable |
6,462 | 7,629 | ||||||
Accrued liabilities |
3,638 | 4,324 | ||||||
Total current liabilities |
10,203 | 12,054 | ||||||
Long-term debt, net of current maturities |
125 | 154 | ||||||
Deferred income taxes |
2,093 | 2,110 | ||||||
Other long-term liabilities |
5,943 | 6,207 | ||||||
Shareholders equity: |
||||||||
Serial preferred shares, no par value, authorized 1,000 shares |
| | ||||||
Common shares, par value $1 per share, authorized 10,000 shares; issued
and outstanding 5,300 shares at December 31, 2009 and 5,298 shares
at September 30, 2009 |
5,300 | 5,298 | ||||||
Additional paid-in capital |
6,554 | 6,490 | ||||||
Retained earnings |
45,173 | 43,160 | ||||||
Accumulated other comprehensive loss |
(10,707 | ) | (9,703 | ) | ||||
Total shareholders equity |
46,320 | 45,245 | ||||||
Total liabilities and shareholders equity |
$ | 64,684 | $ | 65,770 | ||||
See notes to unaudited consolidated condensed financial statements.
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Table of Contents
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
Three Months Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 2,013 | $ | 1,630 | ||||
Loss from discontinued operations, net of tax |
| (92 | ) | |||||
Adjustments to reconcile net income to net cash provided by (used for)
operating activities of continuing operations: |
||||||||
Depreciation and amortization |
435 | 391 | ||||||
LIFO provision (income) |
90 | (135 | ) | |||||
Other |
70 | 2 | ||||||
Changes in operating assets and liabilities: |
||||||||
Receivables |
204 | (784 | ) | |||||
Inventories |
392 | (1,658 | ) | |||||
Refundable income taxes |
853 | 860 | ||||||
Accounts payable |
(1,165 | ) | (1,235 | ) | ||||
Accrued liabilities |
(784 | ) | (551 | ) | ||||
Other |
(278 | ) | (163 | ) | ||||
Net cash provided by (used for) operating activities of continuing operations |
1,830 | (1,735 | ) | |||||
Net cash used for operating activities of discontinued operations |
| (214 | ) | |||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(1,894 | ) | (1,041 | ) | ||||
Net cash used for investing activities of continuing operations |
(1,894 | ) | (1,041 | ) | ||||
Cash flows from financing activities: |
||||||||
Other |
(26 | ) | (28 | ) | ||||
Net cash used for financing activities of continuing operations |
(26 | ) | (28 | ) | ||||
Decrease in cash and cash equivalents |
(90 | ) | (3,018 | ) | ||||
Cash and cash equivalents at the beginning of the period |
19,875 | 10,440 | ||||||
Effect of exchange rate changes on cash and cash equivalents |
(10 | ) | (91 | ) | ||||
Cash and cash equivalents at the end of the period |
$ | 19,775 | $ | 7,331 | ||||
Supplemental disclosure of cash flow information of continuing operations: |
||||||||
Cash paid for interest |
$ | (18 | ) | $ | (15 | ) | ||
Cash paid for income taxes, net |
(49 | ) | (21 | ) |
See notes to unaudited consolidated condensed financial statements.
4
Table of Contents
SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands, except share and per share data)
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands, except share and per share data)
1. Summary of Significant Accounting Policies
A. Principles of Consolidation
The accompanying unaudited consolidated condensed financial statements include the accounts of
SIFCO Industries, Inc. and its wholly-owned subsidiaries (the Company). All significant
intercompany accounts and transactions have been eliminated.
The U.S. dollar is the functional currency for all of the Companys U.S. operations. For these
operations, all gains and losses from completed currency transactions are included in income
currently. Effective October 1, 2009, the functional currency of the Companys Irish subsidiary was
changed from the euro to the U.S. dollar. A substantial majority of the Irish subsidiarys
transactions subsequent to September 30, 2007, as well as its largest monetary asset, are
denominated in U.S. dollars and, accordingly, the Company determined that such transactions should
have been reflected in U.S. dollars. The impact of making this change was not material to any year
within the accompanying unaudited consolidated condensed financial statements. For the Companys
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 loss in the consolidated
condensed financial statements.
These unaudited consolidated condensed financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Companys fiscal 2009 Annual
Report on Form 10-K. The results of operations for any interim period are not necessarily
indicative of the results to be expected for other interim periods or the full year. Certain prior
period amounts may have been reclassified in order to conform to current period classifications.
B. Stock-Based Compensation
The Company has awarded stock options under its shareholder approved 1995 Stock Option Plan (1995
Plan) and 1998 Long-term Incentive Plan (1998 Plan). No further options may be awarded under
either the 1995 Plan or the 1998 Plan. 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
awarded under both plans generally vest at a rate of 25% per year.
Aggregate option activity is as follows:
Weighted- | ||||||||||||||||
Weighted- | Average Remaining | |||||||||||||||
Number of | Average Exercise | Contractual | Aggregate | |||||||||||||
Share Options | Price | Term (Years) | Intrinsic Value | |||||||||||||
September 30,
2009 |
92,000 | $ | 4.53 | |||||||||||||
Options
exercised |
(2,000 | ) | 3.74 | |||||||||||||
December 31,
2009 |
90,000 | $ | 4.54 | 3.0 | $ | 887 | ||||||||||
Vested or expected to vest at
December 31, 2009 |
90,000 | $ | 4.54 | 3.0 | $ | 887 | ||||||||||
Exercisable at December 31,
2009 |
90,000 | $ | 4.54 | 3.0 | $ | 887 |
As of December 31, 2009, there was no unrecognized compensation cost related to the stock options
granted under the Plans.
The Company has also awarded performance shares under its 2007 Long-Term Incentive Plan (2007
Plan). The aggregate number of shares that may be awarded under the 2007 Plan is 250,000, subject
to an adjustment for the forfeiture of any issued shares. In addition, shares that may be awarded
are subject to individual award limitations. The shares awarded under the 2007 Plan may be made in
multiple forms including stock options, stock appreciation rights, restricted or unrestricted
stock, and performance related shares. Any such awards are exercisable no later than ten years from
date of grant.
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Table of Contents
The performance shares that have been awarded under the 2007 Plan generally provide for the
issuance of the Companys common shares upon the Company achieving certain defined financial
performance objectives during a period up to three years following the making of such award. The
ultimate number of common shares of the Company that may be earned pursuant to an award will range
from a minimum of no shares to a maximum of 150% of the initial number of performance shares
awarded, depending on the level of the Companys achievement of its financial performance
objectives.
Compensation expense is being accrued at (i) 50% 65% of the target levels for recipients of the
performance shares awarded during fiscal 2010 and 2008 and (ii) 0% of the target levels for
recipients of the performance shares awarded during fiscal 2009. During each future reporting
period, such expense may be subject to adjustment based upon the Companys subsequent estimate of
the number of common shares that it expects to issue upon the completion of the performance period.
The performance shares were valued at the closing market price of the Companys common shares on
the date of grant, and the vesting of such shares is determined at the end of the performance
period. Compensation expense related to all performance shares awarded under the 2007 Plan was $58
and $23 during the first quarters of fiscal 2010 and 2009, respectively. As of December 31, 2009,
there was unrecognized compensation cost of $349 related to the performance shares awarded under
the 2007 Plan. The Company expects to recognize this cost over the next 2.8 years.
The following is a summary of activity related to performance shares:
Weighted | ||||||||
Average Fair | ||||||||
Number of | Value at Date | |||||||
Shares | of Grant | |||||||
Outstanding at September 30, 2009 |
75,500 | $ | 8.29 | |||||
Performance shares
awarded |
36,200 | 15.75 | ||||||
Outstanding at December 31, 2009 |
111,700 | 10.70 | ||||||
2. Inventories
Inventories consist of:
December 31, | September 30, | |||||||
2009 | 2009 | |||||||
Raw materials and supplies |
$ | 1,812 | $ | 2,539 | ||||
Work-in-process |
2,324 | 2,350 | ||||||
Finished goods |
2,944 | 2,679 | ||||||
Total inventories |
$ | 7,080 | $ | 7,568 | ||||
Inventories are stated at the lower of cost or market. Cost is determined using the last-in,
first-out (LIFO) method for 75% and 72% of the Companys inventories at December 31, 2009 and
September 30, 2009, respectively. The first-in, first-out (FIFO) method is used for the
remainder of the inventories. If the FIFO method had been used for the inventories for which cost
is determined using the LIFO method, inventories would have been $7,410 and $7,320 higher than
reported at December 31, 2009 and September 30, 2009, respectively.
3. Comprehensive Income and Accumulated Other Comprehensive Loss
Total comprehensive income is as follows:
Three Months Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
Net income |
$ | 2,013 | $ | 1,630 | ||||
Foreign currency translation adjustment |
(1,069 | ) | (126 | ) | ||||
Net pension liability adjustment, net of
tax |
65 | 46 | ||||||
Total comprehensive
income |
$ | 1,009 | $ | 1,550 | ||||
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The components of accumulated other comprehensive loss are as follows:
December 31, | September 30, | |||||||
2009 | 2009 | |||||||
Foreign currency translation
adjustment |
$ | (5,715 | ) | $ | (4,646 | ) | ||
Net pension liability
adjustment, net of tax |
(4,992 | ) | (5,057 | ) | ||||
Total accumulated other
comprehensive
loss |
$ | (10,707 | ) | $ | (9,703 | ) | ||
4. Long-Term Debt
In February 2010, the Company entered into an agreement with its bank to extend the maturity date
of its revolving credit agreement from October 1, 2010 to January 1, 2012. The Company was in
compliance with all applicable loan covenants as of December 31, 2009.
5. Government Grants
In the past, the Company has received grants from certain government entities as an incentive to
invest in facilities, research and employees. Capital grants are amortized into income over the
estimated useful lives of the related assets. Employment grants are amortized into income over
five years. The unamortized portion of deferred grant revenue recorded in other long-term
liabilities at December 31, 2009 and September 30, 2009 was $450 and $454, respectively. The
majority of the Companys grants are denominated in Euros. The Company adjusts its deferred grant
revenue balance in response to currency exchange rate fluctuations for as long as such grants are
treated as obligations.
6. Income Taxes
For each interim reporting period, the Company makes an estimate of the effective tax rate it
expects to be applicable for the full fiscal year. This estimated effective rate is used in
providing for income taxes on a year-to-date basis. The Companys estimated effective tax rate in
the first quarter of fiscal 2010 is 36% and differs from the U.S. federal rate due primarily to (i)
the impact of state and local income taxes, (ii) a domestic production activities deduction, and
(iii) the recognition of U.S. federal income taxes on undistributed earnings of non-U.S.
subsidiaries. The income tax provision consists of the following:
Three Months Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
Current income tax provision: |
||||||||
U.S. federal |
$ | 958 | $ | 780 | ||||
U.S. state and local |
154 | 100 | ||||||
Non-U.S |
70 | 46 | ||||||
Total current tax provision |
1,182 | 926 | ||||||
Deferred income tax provision (benefit): |
||||||||
U.S. federal |
(3 | ) | (22 | ) | ||||
U.S. state and local |
| 8 | ||||||
Non-U.S |
| (9 | ) | |||||
Total deferred tax provision |
(3 | ) | (23 | ) | ||||
Income tax provision |
$ | 1,179 | $ | 903 | ||||
The Company is subject to income taxes in the U.S. federal jurisdiction and various state, local
and non-U.S. jurisdictions. Tax regulations within each jurisdiction are subject to the
interpretation of the related tax laws and regulations and require significant judgment to apply.
The Companys federal income tax return for fiscal 2007 is under review by the Internal Revenue
Service, the outcome of which is not known at this time. Management believes that the Company has
appropriate support for its 2007 federal income tax return. With few exceptions, the Company is no
longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax
authorities for fiscal years prior to 2002.
At December 31, 2009 and September 30, 2009, the Company has recorded liabilities of $61 and $59,
respectively, for uncertain tax positions and any related interest and penalties. It is the
Companys continuing policy to recognize any interest related to uncertain tax positions in interest expense and any penalties related to
uncertain tax positions in selling, general and administrative expense.
7
Table of Contents
7. Retirement Benefit Plans
The Company and certain of its subsidiaries sponsor defined benefit pension plans covering most of
its employees. The components of net periodic benefit cost (income) of the Companys defined
benefit plans are as follows:
Three Months Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
Service cost |
$ | 84 | $ | 65 | ||||
Interest cost |
260 | 265 | ||||||
Expected return on plan assets |
(355 | ) | (372 | ) | ||||
Amortization of prior service cost |
35 | 33 | ||||||
Amortization of net loss (gain) |
127 | 13 | ||||||
Net periodic benefit cost
(income) |
$ | 151 | $ | 4 | ||||
During the first quarter of fiscal 2010, the Company has made $181 of contributions to its defined
benefit pension plans. The Company anticipates making $422 of additional contributions to fund its
defined benefit pension plans during the balance of fiscal 2010.
8. Business Segments
The Company identifies reportable segments based upon distinct products manufactured and services
performed. The Aerospace Component Manufacturing Group consists of the production, heat-treatment,
surface-treatment, non-destructive testing and some machining of forged components in various steel
alloys utilizing a variety of processes for application principally in the aerospace industry. The
Turbine Component Services and Repair Group consists primarily of the repair and remanufacture of
small aerospace turbine engine components. The Repair Group is also involved in precision
component machining and industrial coating of turbine engine components. The Applied Surface
Concepts Group is a provider of specialized selective electrochemical metal finishing processes and
services used to apply metal coatings to a selective area of a component. The Companys reportable
segments are separately managed. The following table summarizes certain information regarding
segments of the Companys continuing operations:
Three Months Ended | ||||||||
December 31, | ||||||||
2009 | 2008 | |||||||
Net sales: |
||||||||
Aerospace Component Manufacturing Group |
$ | 16,212 | $ | 16,236 | ||||
Turbine Component Services and Repair Group |
2,173 | 3,522 | ||||||
Applied Surface Concepts Group |
2,917 | 3,779 | ||||||
Consolidated net sales |
$ | 21,302 | $ | 23,537 | ||||
Operating income: |
||||||||
Aerospace Component Manufacturing Group |
$ | 3,528 | $ | 2,441 | ||||
Turbine Component Services and Repair Group |
44 | 158 | ||||||
Applied Surface Concepts Group |
36 | 303 | ||||||
Corporate unallocated expenses |
(524 | ) | (383 | ) | ||||
Consolidated operating income from continuing
operations |
3,084 | 2,519 | ||||||
Interest expense, net |
10 | 11 | ||||||
Foreign currency exchange (gain) loss, net |
(2 | ) | 72 | |||||
Other income, net |
(116 | ) | (5 | ) | ||||
Consolidated income from continuing operations
before income tax provision |
$ | 3,192 | $ | 2,441 | ||||
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Table of Contents
9. Subsequent Events
Management has evaluated subsequent events through February 10, 2010, the day immediately prior to
the date the financial statements were issued, and has determined there are no subsequent events to
be reported.
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
Managements Discussion and Analysis of Financial Condition and Results of Operations may contain
various forward-looking statements and includes assumptions concerning the Companys operations,
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) the impact on business conditions, and on the demand for product in the aerospace
industry in particular, of the global economic downturn, including the reduction in available
capital and liquidity from banks and other providers of credit; (2) future business environment,
including capital and consumer spending; (3) competitive factors, including the ability to replace
business which may be lost; (4) successful development of turbine component repair processes and/or
procurement of new repair process licenses from turbine engine manufacturers and/or the Federal
Aviation Administration; (5) metals and commodities price increases and the Companys ability to
recover such price increases; (6) successful development and market introduction of new products
and services (7) regressive pricing pressures on the Companys products and services, with
productivity improvements as the primary means to maintain margins; (8) continued reliance on
consumer acceptance of regional and business aircraft powered by more fuel efficient turboprop
engines; (9) continued reliance on several major customers for revenues; (10) the Companys ability
to continue to have access to its revolving credit facility; (11) the impact on future
contributions to the Companys defined benefit pension plans due to changes in actuarial
assumptions, government regulations and the market value of plan assets; and (12) stable
governments, business conditions, laws, regulations and taxes in economies where business is
conducted.
The Company 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, precision
component machining and selective electrochemical metal finishing. The products include forged
components, machined forged components, other machined metal components, remanufactured component
parts for turbine engines, and selective electrochemical finishing solutions and equipment. The
Company endeavors to plan and evaluate the operation of its businesses while taking into
consideration certain factors including the following (i) the projected build rate for
commercial, business and military aircraft as well as the engines that power such aircraft, (ii)
the projected maintenance, repair and overhaul schedules for commercial, business and military
aircraft as well as the engines that power such aircraft, and (iii) anticipated exploration and
production activities relative to oil and gas products, etc.
A. Results of Operations
Three Months Ended December 31, 2009 Compared with Three Months Ended December 31, 2008
Net sales in the first quarter of fiscal 2010 decreased 9.5% to $21.3 million, compared with $23.5
million in the comparable period in fiscal 2009. Net income in the first quarter of fiscal 2010
increased $0.4 million to $2.0 million, compared with $1.6 million in the comparable period in
fiscal 2009.
Aerospace Component Manufacturing Group (ACM Group)
Net sales were $16.2 million in the first quarters of both fiscal 2010 and 2009. For purposes of
the following discussion, the ACM Group considers aircraft that can accommodate less than 100
passengers to be small aircraft and those that can accommodate 100 or more passengers to be large
aircraft. Net sales of airframe components for small aircraft increased $1.3 million to $10.1
million in the first quarter of fiscal 2010, compared with $8.8 million in the comparable period in
fiscal 2009. Net sales of turbine engine components for small aircraft, which consist primarily of
business and regional jets as well as military transport and surveillance aircraft, decreased $0.7
million to $4.4 million in the first quarter of fiscal 2010, compared with $5.1 million in the
comparable period in fiscal 2009. Net sales of airframe components for large aircraft decreased
$0.1 million to $1.1 million in the first quarter of fiscal 2010, compared with $1.2 million in the
comparable period in fiscal 2009. Net sales of turbine engine components for large aircraft
decreased $0.5 million to $0.2 million in the first quarter of fiscal 2010, compared with $0.7
million in the comparable period in fiscal 2009. Commercial product and non-product sales were
$0.4 million in the first quarters of both fiscal 2010 and 2009.
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The ACM Groups airframe and turbine engine component products have both military and commercial
applications. Net sales of airframe and turbine engine components that solely have military
applications were $9.6 million in the first quarter of fiscal 2010, compared with $8.2 million in
the comparable period in fiscal 2009. This increase is attributable in part to increased military
spending due to ongoing wartime demand such as for additional military helicopters and related
replacement components.
The ACM Groups selling, general and administrative expenses were essentially flat at $1.0 million,
or 6.2% of net sales, in the first quarters of both fiscal 2010 and 2009. Slightly lower variable
selling expenses were offset by slightly higher compensation and related benefit expenses in the
first quarter of fiscal 2010, compared with the same period in fiscal 2009.
The ACM Groups operating income in the first quarter of fiscal 2010 was $3.5 million, compared
with $2.4 million in the comparable period in fiscal 2009. Operating results improved in the first
quarter of fiscal 2010, compared with the same period in fiscal 2009, principally due to (i) an
approximate four percentage point decrease in the ACM Groups total material cost of goods sold as
a percentage of net product sales primarily due to a change in product mix to components with a
lower material content, (ii) a decrease in utilities expense, primarily natural gas, due to
consumption efficiencies as well as a decline in the price of natural gas and (iii) lower
expenditures for labor, supplies and repairs and maintenance.
The ACM Groups backlog as of December 31, 2009 was $64.5 million, compared with $70.6 million as
of September 30, 2009. At December 31, 2009, $47.5 million of the total backlog was scheduled for
delivery over the next twelve months. All orders are subject to modification or cancellation by
the customer with limited charges. It is important to note that the delivery lead times for certain
raw materials (e.g. aerospace grades of steel and titanium alloy) have continued to shorten and the
ACM Group believes that such lead time reduction has resulted in a fundamental shift in the
ordering pattern of its customers. The ACM Group believes that a likely consequence of such a shift
is that customers are not placing orders as far in advance as they previously did, which results in
a reduction, relative to comparable prior year periods, in the ACM Groups backlog. Accordingly,
such backlog reduction is not necessarily completely indicative of actual sales expected for any
succeeding period. Due principally to the overall weak global economic conditions and the related
impact such conditions have continued to have on commercial aviation, the ACM Group continued to
experience a decrease in orders for products that principally support commercial aircraft during
the first quarter of fiscal 2010.
Turbine Component Services and Repair Group (Repair Group)
Net sales in the first quarter of fiscal 2010, which consists principally of component repair
services (including precision component machining and industrial coating) for small aerospace
turbine engines, decreased 38.3% to $2.2 million, compared with $3.5 million in the comparable
fiscal 2009 period. The Repair Groups decrease in net sales is primarily due to the overall weak
global economic conditions.
During the first quarter of fiscal 2010, the Repair Groups selling, general and administrative
expenses were $0.3 million, or 14.4% of net sales, compared with $0.3 million, or 9.9% of net
sales, in the comparable fiscal 2009 period.
The Repair Groups operating results in the first quarter of fiscal 2010 were essentially
breakeven, compared with a income of $0.2 million in the comparable fiscal 2009 period. The
decrease in operating results is principally attributable to the negative impact on margins from
decreased sales volumes that occurred in the first quarter of fiscal 2010 compared to the same
period in fiscal 2009.
The Repair Groups backlog as of December 31, 2009 was $3.6 million, compared with $3.4 million as
of September 30, 2009. At December 31, 2009, $2.3 million of the total backlog was scheduled for
delivery over the next twelve months.
Applied Surface Concepts Group (ASC Group)
Net sales in the first quarter of fiscal 2010 decreased 22.8% to $2.9 million, compared with $3.8
million in the comparable fiscal 2009 period. In the first quarter of fiscal 2010, product net
sales, consisting of selective electrochemical metal finishing equipment and solutions, decreased
14.6% to $1.4 million, compared with $1.7 million in the same period in fiscal 2009. This decrease
is largely due to excess solutions inventory at one major customer as well as a production decline
at another major customer. In the first quarter of fiscal 2010, customized selective
electrochemical metal finishing contract service net sales decreased 30.1% to $1.5 million,
compared with $2.1 million in the same period in fiscal 2009. The overall weak global economic
conditions, particularly a decrease in demand from the ASC Groups major customers in the oil and
gas industry, negatively impacted the ASC Groups net sales in fiscal 2009. A portion of the ASC
Groups business is conducted in Europe and is denominated in local European currencies, which have
strengthened in relation to the U.S. dollar resulting in a favorable currency impact on net sales
in the first quarter of fiscal 2010 of approximately $0.1 million.
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The ASC Groups selling, general and administrative expenses were $1.1 million, or 37.6% of net
sales, in the first quarter of fiscal 2010, compared with $1.1 million, or 29.6% of net sales, in
the comparable fiscal 2009 period.
The ASC Groups operating income in the first quarter of fiscal 2010 was essentially breakeven,
compared with $0.3 million in the same period in fiscal 2009. The decrease in operating income is
principally due to the negative impact on margins from decreased sales volumes that occurred in the
first quarter of fiscal 2010 compared to the same period in fiscal 2009.
The Applied Surface Concepts Group backlog at December 31, 2009 was not material.
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and
professional, and other expenses that are not related to and, therefore, not allocated to the
business segments, were $0.5 million in the first quarter of fiscal 2010, compared with $0.4
million in the same period in fiscal 2009. The increase in corporate unallocated expenses in the
first quarter of fiscal 2010 compared to the same period in fiscal 2009 is principally due to (i)
the inclusion in fiscal 2010 of certain expenses related to the activity of leasing the Cork,
Ireland facility that were included in discontinued operations in fiscal 2009 and (ii) an increase
in compensation and related expenses.
Other/General
Interest expense was nominal in the first quarter of fiscal 2010 and 2009. There were no amounts
outstanding under the Companys revolving credit agreement during the first quarters of either
fiscal year 2010 or 2009.
B. Liquidity and Capital Resources
Cash and cash equivalents decreased slightly to $19.8 million at December 31, 2009 from $19.9
million at September 30, 2009. At December 31, 2009, $5.6 million of the Companys cash and cash
equivalents are in the possession of its non-U.S. subsidiaries. Distributions from the Companys
non-U.S. subsidiaries to the Company may be subject to statutory restriction, adverse tax
consequences or other limitations.
The Companys operating activities provided $1.9 million of cash in the first quarter of fiscal
2010 compared with $1.9 million of cash consumed by operating activities (of which $1.7 million was
consumed by continuing operations) in the first quarter of fiscal 2009. The $1.9 million of cash
provided by operating activities in first quarter of fiscal 2010 was primarily due to (i) net
income of $2.0 million, (ii) the impact of such non-cash items as depreciation expense, deferred
taxes and LIFO expense; (iii) a $0.9 million decrease in refundable income taxes; and (iv) a $0.6
million reduction in accounts receivable and inventory offset by (i) a $1.2 million decrease in
accounts payable and (ii) a $0.8 million decrease in accrued liabilities. These changes in the
components of working capital were due primarily to factors resulting from normal business
conditions of the Company, including (i) the relative timing of collections from customers as may
be impacted by the current global economic climate and (ii) the relative timing of payments to
suppliers and tax authorities.
Capital expenditures were $1.9 million in the first quarter of fiscal 2010 compared to $1.0 million
in the comparable fiscal 2009 period. Fiscal 2010 capital expenditures consist of $1.8 million by
the ACM Group and $0.1 million by the ASC Group. In addition to the $1.9 million expended during
the first quarter of fiscal 2010, $2.5 million has been committed as of December 31, 2009. The
Company anticipates that total fiscal 2010 capital expenditures to be within the range of $5.5 to
$6.5 million and will relate principally to the expansion of the ACM Groups production
capabilities.
At December 31, 2009, the Company has an $8.0 million revolving credit agreement with a bank,
subject to sufficiency of collateral, which expires on October 1, 2010 and bears interest at the
banks base rate plus 0.50%. The interest rate was 3.25% at December 31, 2009. A 0.35% commitment
fee is incurred on the unused balance of the revolving credit agreement. At December 31, 2009, no
amount was outstanding and the Company had $7.9 million available under its $8.0 million revolving
credit agreement. The Companys revolving credit agreement is secured by substantially all of the
Companys assets located in the U.S. and a guarantee by its U.S. subsidiaries. Under its revolving
credit agreement with the bank, the Company is subject to certain customary covenants. These
include, without limitation, covenants (as defined) that require maintenance of certain specified
financial ratios, including a minimum tangible net worth level and a minimum EBITDA level. The
Company was in compliance with all of the covenants in its revolving credit agreement at December
31, 2009.
In February 2010, the Company entered into an agreement with its bank to extend the maturity date
of its revolving credit agreement from October 1, 2010 to January 1, 2012.
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The Company believes that cash flows from its operations together with existing cash reserves and
the funds available under its revolving credit agreement will be sufficient to meet its working
capital requirements through the end of fiscal year 2010.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In the ordinary course of business, the Company is subject to foreign currency and interest risk.
The risks primarily relate to the sale of the Companys products and services in transactions
denominated in non-U.S. dollar currencies (the Euro, Pound Sterling and Swedish Krona); the payment
in local currency of wages and other costs related to the Companys non-U.S. operations; and
changes in interest rates on the Companys long-term debt obligations. The Company does not hold
or issue financial instruments for trading purposes.
A. Foreign Currency Risk
The U.S. dollar is the functional currency for all of the Companys U.S. operations. For these
operations, all gains and losses from completed currency transactions are included in income
currently. Effective October 1, 2009, the functional currency of the Companys Irish subsidiary was
changed from the euro to the U.S. dollar. For the Companys other non-U.S. subsidiaries, the
functional currency is the local currency. Assets and liabilities are translated into U.S. dollars
at the rate 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 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, which typically expired
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 December 31, 2009, the Company had no forward exchange contracts outstanding.
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.
At December 31, 2009, the Companys assets and liabilities denominated in Pounds Sterling, the
Euro, and the Swedish krona were as follows (amounts in thousands):
Pounds | Swedish | |||||||||||
Sterling | Euro | krona | ||||||||||
Cash and
cash equivalents |
37 | 597 | 1,570 | |||||||||
Accounts receivable |
129 | 365 | 1,234 | |||||||||
Accounts
payable and accrued liabilities |
96 | 490 | 2,477 |
B. Interest Rate Risk
The Companys primary interest rate risk exposure results from the variable interest rate
mechanisms associated with the Companys revolving credit agreement. If interest rates were to
increase 100 basis points (1%) from December 31, 2009, and assuming no changes in the amount
outstanding under the revolving credit agreement, annual interest expense to the Company would be
nominally impacted.
C. Impact of Newly Issued Accounting Standards
Nothing significant to report
Item 4. Evaluation of Disclosure Controls and Procedures
As defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act),
disclosure controls and procedures are controls and procedures designed to provide reasonable
assurance that information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported on a timely basis, and that such
information is accumulated and communicated to management, including the Companys Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. The Companys
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disclosure controls and procedures include components of the Companys
internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management of the Company, under the supervision and with the participation of the Chief Executive
Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design
and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(e) as of December 31, 2009 (the Evaluation Date). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the
Companys disclosure controls and procedures were not effective due solely to the material weakness
in the Companys internal control over financial reporting as a result of the following:
| Missing and/or ineffective controls were noted in the area of the Companys management information systems related principally to (i) logical access/security, (ii) program change management and (iii) segregation of duties. While none of the individual deficiencies noted in these areas appear to rise to the level of a material weakness, based on the nature and interrelationship of the noted deficiencies, management believes that such deficiencies, when considered in the aggregate, do create a reasonable possibility that a material misstatement to the Companys financial statements could occur and not be detected in a timely manner and, therefore, a material weakness in internal controls over financial reporting does exist as of December 31, 2009. |
The noted material weakness in the effectiveness of the Companys internal controls with respect
to its existing management information system (i.e. logical access/security, program change
management and segregation of duties) were not all remediated as of December 31, 2009
because Company management believes that (i) the relevant risk associated with not remediating such
controls at this time is not deemed to be high and (ii) the cost/benefit analysis does not
justify remediating such controls at this time given the fact that the Company is in the process of
implementing a new management information system (to be implemented during the next 6-9 months) and
plans to incorporate the remediation of a majority of the deficiencies noted above as part of the
new management information system.
In light of this material weakness, the Company performed additional analysis as deemed necessary
to ensure that the unaudited consolidated condensed financial statements were prepared in
accordance with U.S. generally accepted accounting principles. Accordingly, notwithstanding the
existence of the material weakness described above, management has concluded that the unaudited
consolidated condensed financial statements in this Form 10-Q fairly present, in all material
respects, the Companys financial position, results of operations and cash flows for the periods
presented.
There was no significant change in our internal control over financial reporting that occurred
during the first fiscal quarter ended December 31, 2009 that has materially affected, or that is
reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
No change
Item 2. Change in Securities and Use of Proceeds
No change
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
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Item 6. (a) 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 | ||
No. | Description | |
3.1
|
Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as Exhibit 3(a) of the Companys 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 Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
4.1
|
Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and National City Bank dated April 30, 2002, filed as Exhibit 4(b) of the Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
4.2
|
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, filed as Exhibit 4.5 of the Companys Form 10-K dated September 30, 2002, and incorporated herein by reference | |
4.3
|
Consolidated Amendment No. 2 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated February 13, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.6 of the Companys Form 10-Q dated December 31, 2002, and incorporated herein by reference | |
4.4
|
Consolidated Amendment No. 3 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated May 13, 2003 between SIFCO Industries Inc. and National City Bank, filed as Exhibit 4.7 of the Companys Form 10-Q dated March 31, 2003, and incorporated herein by reference | |
4.5
|
Consolidated Amendment No. 4 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated July 28, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.8 of the Companys Form 10-Q dated June 30, 2003, and incorporated herein by reference | |
4.6
|
Consolidated Amendment No. 5 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated November 26, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.9 to the Companys Form 10-K dated September 30, 2004 and incorporated herein by reference | |
4.7
|
Amendment No. 6 to Amended and Restated Credit Agreement dated March 31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.10 of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by reference | |
4.8
|
Consolidated Amendment No. 7 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated May 14, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.11 of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by reference | |
4.9
|
Consolidated Amendment No. 8 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note effective June 30, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.12 of the Companys Form 10-Q dated June 30, 2004, and incorporated herein by reference | |
4.10
|
Consolidated Amendment No. 9 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note effective November 12, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.13 to the Companys Form 10-K dated September 30, 2004 and incorporated herein by reference |
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Exhibit | ||
No. | Description | |
4.11
|
Amendment No. 10 to Amended and Restated Credit Agreement effective December 31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.14 to the Companys Form 10-Q dated December 31, 2004, and incorporated herein by reference | |
4.12
|
Amendment No. 11 to Amended and Restated Credit Agreement dated May 19, 2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.15 to the Companys Form 10-Q/A dated March 31, 2005, and incorporated herein by reference | |
4.13
|
Amendment No. 12 to Amended and Restated Credit Agreement dated August 10, 2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.16 to the Companys Form 10-Q dated June 30, 2005, and incorporated herein by reference | |
4.14
|
Amendment No. 13 to Amended and Restated Credit Agreement dated November 23, 2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.19 to the Companys Form 10-K dated September 30, 2005, and incorporated herein by reference | |
4.15
|
Amendment No. 14 to Amended and Restated Credit Agreement dated February 10, 2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.20 to the Companys Form 10-Q dated December 31, 2005, and incorporated herein by reference | |
4.16
|
Amendment No. 15 to Amended and Restated Credit Agreement dated August 14, 2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.21 to the Companys Form 10-Q dated June 30, 2006 and incorporated herein by reference | |
4.17
|
Amendment No. 16 to Amended and Restated Credit Agreement dated November 29, 2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.22 to the Companys Form 10-K dated September 30, 2006 and incorporated herein by reference | |
4.18
|
Amendment No. 17 to Amended and Restated Credit Agreement dated February 5, 2007 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.23 to the Companys Form 10-Q dated December 31, 2006 and incorporated herein by reference | |
4.19
|
Amendment No. 18 to Amended and Restated Credit Agreement dated May 10, 2007 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.24 to the Companys Form 10-Q dated March 31, 2007 and incorporated herein by reference | |
4.20
|
Amendment No. 19 to Amended and Restated Credit Agreement dated February 8, 2008 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.20 to the Companys Form 10-Q dated December 31, 2007 and incorporated herein by reference | |
4.21
|
Amendment No. 20 to Amended and Restated Credit Agreement dated December 12, 2008 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.21 to the Companys Form 10-K dated September 30, 2008 and incorporated herein by reference | |
4.22 *
|
Amendment No. 21 to Amended and Restated Credit Agreement dated February 10, 2010 between SIFCO Industries, Inc. and PNC Bank, National Association (successor to National City Bank) | |
9.1
|
Voting Trust Agreement dated January 30, 2007, filed as Exhibit 9.3 of the Companys Form 10-Q dated December 31, 2006, and incorporated herein by reference | |
9.2 *
|
Voting Trust Extension Agreement (effectively) dated January 31, 2010 | |
10.2
|
SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of the Companys form 10-Q dated June 30, 2004, and incorporated herein by reference | |
10.3
|
SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
10.4
|
Change in Control Severance Agreement between the Company and Frank Cappello, dated September 28, 2000, filed as Exhibit 10(g) of the Companys Form 10-Q/A dated December 31, 2000, and incorporated herein by reference |
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Exhibit | ||
No. | Description | |
10.5
|
Change in Control Severance Agreement between the Company and Remigijus Belzinskas, dated September 28, 2000, filed as Exhibit 10 (i) of the Companys Form 10-Q/A dated December 31, 2000, and incorporated herein by reference | |
10.6
|
Separation Pay Agreement between Frank A. Cappello and SIFCO Industries, Inc. dated December 16, 2005, filed as Exhibit 10.14 of the Companys Form 10-K dated September 30, 2005, and incorporated herein by reference | |
10.7
|
Agreement for the Purchase of the Assets of the Large Aerospace Business of SIFCO Turbine Components Limited dated March 16, 2006 between SIFCO Turbine Components Limited, SIFCO Industries, Inc, and SR Technics Airfoil Services Limited, as amended on April 19, 2006, May 2, 2006, May 5, 2006, May 9, 2006, and May 10, 2006, filed as Exhibit 10.15 of the Companys Form 10-Q dated March 31, 2006 and incorporated herein by reference | |
10.9
|
Amendment No. 1 to Change in Control Severance Agreement between the Company and Frank Cappello, dated February 5, 2007, filed as Exhibit 10.17 of the Companys Form 10-Q dated December 31, 2006 and incorporated herein by reference | |
10.10
|
Amendment No. 1 to Change in Control Severance Agreement between the Company and Remigijus Belzinskas, dated February 5, 2007, filed as Exhibit 10.18 of the Companys Form 10-Q dated December 31, 2006 and incorporated herein by reference | |
10.11
|
Business Purchase Agreement dated as of May 7, 2007 between PAS Technologies Inc. (Parent), PAS Turbines Ireland Limited (Buyer), SIFCO Industries Inc. (Shareholder), and SIFCO Turbine Components Limited (Company), filed as Exhibit 10.19 of the Companys Form 10-Q dated June 30, 2007 and incorporated herein by reference | |
10.12
|
SIFCO Industries, Inc. 2007 Long-term Incentive Plan, filed as Exhibit A of the Companys Proxy and Notice of 2008 Annual Meeting to Shareholders dated December 14, 2007, and incorporated herein by reference | |
10.13
|
Letter Agreement between the Company and Jeffrey P. Gotschall, dated August 12, 2009 filed as Exhibit 10.1 of the Companys Form 8-K dated August 12, 2009, and incorporated herein by reference | |
10.14
|
Interim Chief Executive Officer Agreement, dated as of August 31, 2009, by and among SIFCO Industries, Inc., Aviation Component Solutions and Michael S. Lipscomb filed as Exhibit 10.14 of the Companys Form 10-K dated September 30, 2009, and incorporated herein by reference | |
14.1
|
Code of Ethics, filed as Exhibit 14.1 of the Companys Form 10-K dated September 30, 2003, and incorporated herein by reference | |
*31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a) | |
*31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a) | |
*32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereto duly authorized.
SIFCO Industries, Inc. (Registrant) |
||||
Date: February 11, 2010 | /s/ Michael S. Lipscomb | |||
Michael S. Lipscomb | ||||
President and Chief Executive Officer (Principal Executive Officer) |
||||
Date: February 11, 2010 | /s/ Frank A. Cappello | |||
Frank A. Cappello | ||||
Vice President-Finance and Chief Financial Officer (Principal Financial Officer) | ||||
17