SIFCO Industries, Inc. 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-5978
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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34-0553950 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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970 East 64th Street, Cleveland Ohio
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44103 |
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(Address of principal executive offices)
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(Zip Code) |
(216) 881-8600
(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 is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer 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 March 31, 2007 was 5,229,891.
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)
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Three Months Ended |
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Six Months Ended |
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March 31, |
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March 31, |
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2007 |
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2006 |
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2007 |
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2006 |
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Net sales |
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$ |
21,520 |
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$ |
18,553 |
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$ |
40,656 |
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$ |
32,057 |
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Operating expenses: |
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Cost of
goods sold |
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15,728 |
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14,858 |
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30,683 |
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26,387 |
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Selling, general and administrative expenses |
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2,678 |
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2,594 |
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5,278 |
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5,180 |
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Loss on disposal of operating
assets |
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4 |
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4 |
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4 |
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4 |
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Total operating expenses |
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18,410 |
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17,456 |
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35,965 |
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31,571 |
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Operating income |
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3,110 |
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1,097 |
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4,691 |
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486 |
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Interest income |
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(1 |
) |
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(18 |
) |
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(2 |
) |
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(36 |
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Interest expense |
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39 |
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26 |
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54 |
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33 |
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Foreign currency exchange loss (gain), net |
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(1 |
) |
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3 |
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(8 |
) |
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11 |
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Other income, net |
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(4 |
) |
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(37 |
) |
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(33 |
) |
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(39 |
) |
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Income from continuing operations
before income tax
provision |
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3,077 |
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1,123 |
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4,680 |
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517 |
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Income tax provision |
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81 |
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7 |
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112 |
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20 |
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Income from continuing operations |
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$ |
2,996 |
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1,116 |
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4,568 |
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497 |
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Loss from discontinued operation, net of tax |
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(970 |
) |
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(1,749 |
) |
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(365 |
) |
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(2,596 |
) |
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Net income (loss) |
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2,026 |
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$ |
(633 |
) |
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$ |
4,203 |
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$ |
(2,099 |
) |
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Income per share from continuing operations |
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Basic |
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$ |
0.57 |
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$ |
0.21 |
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$ |
0.87 |
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$ |
0.10 |
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Diluted |
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$ |
0.57 |
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$ |
0.21 |
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$ |
0.87 |
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$ |
0.10 |
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Loss per share from discontinued operations, net of tax |
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Basic |
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$ |
(0.19 |
) |
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$ |
(0.33 |
) |
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$ |
(0.07 |
) |
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$ |
(0.50 |
) |
Diluted |
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$ |
(0.19 |
) |
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$ |
(0.33 |
) |
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$ |
(0.07 |
) |
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$ |
(0.50 |
) |
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Net income (loss) per share |
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Basic |
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$ |
0.39 |
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$ |
(0.12 |
) |
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$ |
0.80 |
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$ |
(0.40 |
) |
Diluted |
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$ |
0.38 |
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$ |
(0.12 |
) |
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$ |
0.80 |
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$ |
(0.40 |
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Weighted-average number of common shares (basic) |
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5,230 |
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5,222 |
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5,228 |
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5,222 |
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Weighted-average number of common shares (diluted) |
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5,276 |
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5,228 |
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5,254 |
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5,225 |
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See notes to unaudited consolidated condensed financial statements.
2
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
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March 31, |
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September 30, |
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2007 |
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2006 |
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(unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
3,915 |
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$ |
4,744 |
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Receivables, net |
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18,308 |
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18,652 |
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Inventories |
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12,335 |
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8,052 |
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Refundable income taxes |
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17 |
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|
188 |
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Prepaid expenses and other current assets |
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577 |
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|
601 |
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Assets held for sale |
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4,752 |
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Total current assets |
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39,904 |
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32,237 |
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Property, plant and equipment, net |
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13,295 |
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14,059 |
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Other assets |
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2,367 |
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2,479 |
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Total assets |
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$ |
55,566 |
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$ |
48,775 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Current maturities of long-term debt |
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$ |
2 |
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$ |
52 |
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Accounts payable |
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11,683 |
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10,454 |
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Accrued liabilities |
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6,018 |
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6,720 |
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Total current liabilities |
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17,703 |
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17,226 |
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Long-term debt, net of current maturities |
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2,666 |
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427 |
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Other long-term liabilities |
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4,034 |
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5,939 |
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Shareholders equity: |
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Serial preferred shares, no par value, authorized 1,000
shares |
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Common shares, par value $1 per share, authorized 10,000 shares; issued
and outstanding 5,230 and 5,222 shares at March 31, 2007 and
September 30, 2006 |
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5,230 |
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5,222 |
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Additional paid-in capital |
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6,359 |
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6,323 |
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Retained earnings |
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27,303 |
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23,100 |
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Accumulated other comprehensive loss |
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(7,729 |
) |
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(9,462 |
) |
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Total shareholders equity |
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31,163 |
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25,183 |
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Total liabilities and shareholders
equity |
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$ |
55,566 |
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$ |
48,775 |
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See notes to unaudited consolidated condensed financial statements.
3
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
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Six Months Ended |
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March 31, |
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2007 |
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2006 |
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Cash flows from operating activities: |
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Net income (loss) |
|
$ |
4,203 |
|
|
$ |
(2,099 |
) |
Loss from discontinued operations, net of tax |
|
|
365 |
|
|
|
2,596 |
|
Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities: |
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Depreciation and amortization |
|
|
699 |
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|
706 |
|
Loss (gain) on disposal of property, plant and
equipment |
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(19 |
) |
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|
3 |
|
Share transactions under employee stock
plan |
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44 |
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|
72 |
|
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Changes in operating assets and liabilities: |
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Receivables |
|
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(3,034 |
) |
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|
(2,943 |
) |
Inventories |
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|
(4,636 |
) |
|
|
(954 |
) |
Refundable income taxes |
|
|
(9 |
) |
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|
(13 |
) |
Prepaid expenses and other current assets |
|
|
60 |
|
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|
(50 |
) |
Other assets |
|
|
112 |
|
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|
81 |
|
Accounts payable |
|
|
1,200 |
|
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|
1,509 |
|
Accrued liabilities |
|
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(392 |
) |
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|
(19 |
) |
Other long-term
liabilities |
|
|
8 |
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(103 |
) |
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Net cash used for operating activities of
continuing operations |
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(1,399 |
) |
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(1,214 |
) |
Net cash provided by (used for) by operating
activities of discontinued
operations |
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(933 |
) |
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1,227 |
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Cash flows from investing activities: |
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Capital expenditures |
|
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(862 |
) |
|
|
(515 |
) |
Proceeds from disposal of property, plant and
equipment |
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32 |
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Acquisition of business, net of cash
acquired |
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(436 |
) |
Other |
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24 |
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(2 |
) |
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Net cash used for investing activities of
continuing operations |
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(806 |
) |
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|
(953 |
) |
Net cash used for investing activities of
discontinued operations |
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(36 |
) |
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|
(82 |
) |
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Cash flows from financing activities: |
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Proceeds from revolving credit agreement |
|
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13,955 |
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|
|
7,699 |
|
Repayments of revolving credit agreement |
|
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(12,234 |
) |
|
|
(5,468 |
) |
Proceeds from other debt |
|
|
714 |
|
|
|
248 |
|
Repayments of other debt |
|
|
(249 |
) |
|
|
(270 |
) |
|
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|
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|
|
|
|
|
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|
Net cash provided by financing activities of
continuing operations |
|
|
2,186 |
|
|
|
2,209 |
|
Net cash used for financing activities of
discontinued operations |
|
|
|
|
|
|
(1,859 |
) |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
(988 |
) |
|
|
(672 |
) |
Cash and cash equivalents at the beginning of the
period |
|
|
4,744 |
|
|
|
884 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the
period |
|
$ |
3,915 |
|
|
$ |
212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
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|
|
|
Cash paid for interest |
|
$ |
(42 |
) |
|
$ |
(72 |
) |
Cash paid for income taxes, net |
|
|
(71 |
) |
|
|
(522 |
) |
See notes to unaudited consolidated condensed financial statements.
4
SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Amounts in thousands, except per share data)
1. Summary of Significant Accounting Policies
A. Principles of Consolidation
The unaudited consolidated condensed financial statements included herein 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 and, effective October 1, 2006, the euro is the
functional currency of the Companys Irish subsidiary. Prior to the sale in 2006 of the large
aerospace portion of the Irish subsidiarys turbine engine component repair business, a substantial
majority of the transactions of the Companys Irish subsidiary were denominated in U.S. dollars
and, therefore, its functional currency was the U.S. dollar. In the opinion of management, all
adjustments, which include only normal recurring adjustments necessary for a fair presentation of
the results of operations, financial position, and cash flows for the periods presented, have been
included.
These unaudited consolidated condensed financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Companys fiscal 2006 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 have been reclassified in order to conform to current period classifications.
B. Stock-Based Compensation
The Company 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
issued under all plans generally vest at a rate of 25% per year.
Aggregate option activity is as follows:
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|
Weighted- |
|
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|
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|
|
Weighted- |
|
Average |
|
|
|
|
|
|
|
|
Average |
|
Remaining |
|
Aggregate |
|
|
Number of |
|
Exercise |
|
Contractual |
|
Intrinsic |
|
|
Options |
|
Price |
|
Term (Years) |
|
Value |
September 30, 2006 |
|
|
261,000 |
|
|
$ |
6.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
Options granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
(8,000 |
) |
|
$ |
3.56 |
|
|
|
|
|
|
|
|
|
Options canceled |
|
|
(31,500 |
) |
|
$ |
5.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
221,500 |
|
|
$ |
6.74 |
|
|
|
4.7 |
|
|
$ |
628 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at March 31, 2007 |
|
|
215,500 |
|
|
$ |
6.83 |
|
|
|
4.6 |
|
|
$ |
593 |
|
Exercisable at March 31, 2007 |
|
|
175,250 |
|
|
$ |
7.36 |
|
|
|
3.8 |
|
|
$ |
356 |
|
As of March 31, 2007, there was $35 of total unrecognized compensation cost related to the unvested
stock options granted under the Companys stock option plans. That cost is expected to be
recognized over a weighted average period of 1.2 years.
Under the Companys restricted stock program, Common Shares of the Company may be granted at no
cost to certain 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 of the Common Shares
at the date of award is charged to shareholders equity and subsequently amortized to expense over
the vesting periods. All such compensation expense was fully amortized and recognized as of
September 30, 2006. Compensation expense related to amortization of unearned compensation was $35
in the six months ended March 31, 2006.
5
2. Inventories
Inventories consist of:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
Raw materials and
supplies |
|
$ |
4,766 |
|
|
$ |
3,220 |
|
Work-in-process |
|
|
5,411 |
|
|
|
3,222 |
|
Finished goods |
|
|
2,158 |
|
|
|
1,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
inventories |
|
$ |
12,335 |
|
|
$ |
8,052 |
|
|
|
|
|
|
|
|
Inventories are stated at the lower of cost or market. Cost is determined using the last-in,
first-out (LIFO) method for 76% and 59% of the Companys inventories at March 31, 2007 and
September 30, 2006, respectively. Cost is determined using the specific identification method for
approximately 9% and 12% of the Companys inventories at March 31, 2007 and September 30, 2006,
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 $7,136 and $6,860 higher than reported at March
31, 2007 and September 30, 2006, respectively.
3. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
Total comprehensive income (loss) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net income
(loss) |
|
$ |
2,026 |
|
|
$ |
(633 |
) |
|
$ |
4,203 |
|
|
$ |
(2,099 |
) |
Foreign currency
translation
adjustment |
|
|
685 |
|
|
|
30 |
|
|
|
1,733 |
|
|
|
(3 |
) |
Currency exchange
contract
adjustment |
|
|
|
|
|
|
268 |
|
|
|
|
|
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive
income
(loss) |
|
$ |
2,711 |
|
|
$ |
(335 |
) |
|
$ |
5,936 |
|
|
$ |
(1,901 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of accumulated other comprehensive loss are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
September 30, |
|
|
|
2007 |
|
|
2006 |
|
Foreign currency translation
adjustment |
|
$ |
(4,910 |
) |
|
$ |
(6,643 |
) |
Minimum pension liability
adjustment |
|
|
(2,819 |
) |
|
|
(2,819 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other
comprehensive loss |
|
$ |
(7,729 |
) |
|
$ |
(9,462 |
) |
|
|
|
|
|
|
|
4. Long-Term Debt
In February 2007, the Company entered into an agreement with its bank to extend the maturity date
of its revolving credit agreement to April 1, 2008. In May 2007, the Company entered into an
agreement with its bank to extend the maturity date of its revolving credit agreement to October 1,
2008. The Company was in compliance with all applicable covenants as of March 31, 2007.
5. Business Segments
The Company identifies reportable segments based upon distinct products manufactured and services
provided. The Aerospace Component Manufacturing 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 Turbine Component Services and Repair Group (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 high-temperature resistant
industrial coating applications for turbine engine components. The Applied Surface Concepts Group
is a provider of specialized selective electrochemical finishing processes and services used to
apply metal coatings to a selective area of a component. The Companys reportable segments are
separately managed.
6
Segment information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace Component Manufacturing Group |
|
$ |
14,563 |
|
|
$ |
11,962 |
|
|
$ |
27,555 |
|
|
$ |
20,159 |
|
Turbine Component Services and Repair Group |
|
|
3,084 |
|
|
|
3,294 |
|
|
|
5,814 |
|
|
|
5,893 |
|
Applied Surface Concepts Group |
|
|
3,873 |
|
|
|
3,297 |
|
|
|
7,287 |
|
|
|
6,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net sales from continuing
operations |
|
$ |
21,520 |
|
|
$ |
18,553 |
|
|
$ |
40,656 |
|
|
$ |
32,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace Component Manufacturing Group |
|
$ |
2,905 |
|
|
$ |
990 |
|
|
$ |
4,554 |
|
|
$ |
1,082 |
|
Turbine Component Services and Repair Group |
|
|
141 |
|
|
|
166 |
|
|
|
(22 |
) |
|
|
66 |
|
Applied Surface Concepts Group |
|
|
404 |
|
|
|
103 |
|
|
|
787 |
|
|
|
37 |
|
Corporate unallocated expenses |
|
|
(340 |
) |
|
|
(162 |
) |
|
|
(628 |
) |
|
|
(699 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income from continuing
operations |
|
|
3,110 |
|
|
|
1,097 |
|
|
|
4,691 |
|
|
|
486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
38 |
|
|
|
8 |
|
|
|
52 |
|
|
|
(3 |
) |
Foreign currency exchange loss (gain), net |
|
|
(1 |
) |
|
|
3 |
|
|
|
(8 |
) |
|
|
11 |
|
Other income, net |
|
|
(4 |
) |
|
|
(37 |
) |
|
|
(33 |
) |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated income from continuing operations
before income tax provision |
|
$ |
3,077 |
|
|
$ |
1,123 |
|
|
$ |
4,680 |
|
|
$ |
517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. 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 of the Companys defined benefit plans
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Service
cost
|
|
$ |
69 |
|
|
$ |
230 |
|
|
$ |
139 |
|
|
$ |
460 |
|
Interest
cost
|
|
|
252 |
|
|
|
366 |
|
|
|
504 |
|
|
|
731 |
|
Expected return on
plan
assets |
|
|
(301 |
) |
|
|
(392 |
) |
|
|
(603 |
) |
|
|
(784 |
) |
Amortization of prior
service cost |
|
|
33 |
|
|
|
33 |
|
|
|
66 |
|
|
|
66 |
|
Amortization of net
(gain) loss |
|
|
33 |
|
|
|
75 |
|
|
|
62 |
|
|
|
151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic
benefit
cost |
|
$ |
86 |
|
|
$ |
312 |
|
|
$ |
168 |
|
|
$ |
624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Through March 31, 2007, the Company has made $583 of contributions to its defined benefit pension
plans. The Company anticipates contributing an additional $381 to fund its defined benefit pension
plans during the balance of fiscal 2007, resulting in total projected contributions of $964 in
fiscal 2007.
7. Government Grants
The Company received grants from certain government entities as an incentive to invest in
facilities, research and employees. The Company has historically elected to treat capital and
employment grants as a contingent obligation and does not commence amortizing such grants into
income until such time as it is more certain that the Company will not be required to repay a
portion of these grants. Capital grants are amortized into income over the estimated useful lives
of the related assets. Employment grants are amortized into income over five years.
Certain Company grants that were subject to repayment expired on December 31, 2006. Therefore, the
Company will not be required to repay such grants. The related contingent obligation was treated as
deferred grant revenue and recognized as income in accordance with the above described grant
amortization method. Accordingly, the Company recognized grant income of approximately $2,100 in
income from discontinued operations during the six months ended March 31, 2007. The
7
unamortized portion of deferred grant revenue recorded in other long-term liabilities at March 31,
2007 and September 30, 2006 was $431 and $2,423, respectively.
Prior to expiration, grants 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 $72 and $2,061 at March 31, 2007 and September 30, 2006, respectively.
8. Subsequent Event
Effective May 7, 2007, SIFCO Industries, Inc. (SIFCO) and its Irish subsidiary, SIFCO Turbine
Components Limited (SIFCO Turbine), entered into a business purchase agreement (the Agreement)
for the sale of its industrial turbine engine component repair business to PAS Technologies Inc.,
which is based in the United States (PAS). PAS will complete the acquisition through a
wholly-owned Irish subsidiary named PAS Turbines Ireland. The industrial turbine engine component
repair business operates in SIFCOs Cork, Ireland facility. Subject to satisfaction of certain
customary conditions to closing, the transaction is expected to close on or about June 16, 2007.
Total consideration for the business is approximately $5,000 payable in cash and subject to certain
adjustment and/or escrow provisions under the Agreement. The assets that are to be sold have a net
book value at March 31, 2007 of approximately $4,800 (accounts receivable, $2,300; inventory, $400;
and machinery and equipments, $2,100) and are classified as assets held for sale. SIFCO Turbine
will retain ownership of the Cork, Ireland facility (subject to a long-term lease arrangement with
PAS Turbines Ireland) and substantially all existing liabilities of the business. SIFCO has agreed
to guarantee the performance by SIFCO Turbine of all of its obligations under the Agreement.
The closing of the transaction is subject to certain customary conditions to closing, unless
otherwise waived by the parties, including (i) no material adverse event (as defined in the
Agreement) having occurred and (ii) regulatory and third party consents having been obtained. The
Agreement may be terminated by PAS if the conditions to closing have not or cannot be fulfilled
prior to the closing date. The Agreement terminates by its terms if the closing has not occurred by
June 16, 2007. Upon completion of this transaction, SIFCO will no longer maintain a turbine engine
component repair operation in Ireland, however, SIFCO Turbine will continue to own and lease real
estate in Ireland.
9. Asset Impairment
In connection with the sale of the industrial turbine engine component repair business and certain
related assets, asset impairment charges totaling $80 related to machinery and equipment that were
part of this sale were recorded during the second quarter of fiscal 2007 and are included in loss
from discontinued operations, net of tax. Fair value of these assets was determined based on
projected cash flows from the disposal of these assets.
10. Discontinued Operations
On May 10, 2006, the Company and its Irish subsidiary, SIFCO Turbine Components Limited (SIFCO
Turbine) completed the sale of the large aerospace portion of its turbine engine component repair
business and certain related assets. As explained more fully in Note 8, on May 7, 2007, the Company
and SIFCO Turbine entered into an agreement for the sale of its industrial turbine engine component
repair business and certain related assets. In accordance with Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the financial
results of both the large aerospace and industrial turbine engine component repair businesses,
which together make up essentially all of SIFCO Turbines operations, are reported as discontinued
operations for all periods presented in the Consolidated Condensed Statements of Operations. The
financial results included in discontinued operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
March 31, |
|
March 31, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Net
sales |
|
$ |
2,070 |
|
|
$ |
5,957 |
|
|
$ |
4,387 |
|
|
$ |
12,274 |
|
Loss before income
tax provision |
|
|
(970 |
) |
|
|
(1,749 |
) |
|
|
(365 |
) |
|
|
(2,596 |
) |
Loss from
discontinued
operations, net of
tax |
|
|
(970 |
) |
|
|
(1,749 |
) |
|
|
(365 |
) |
|
|
(2,596 |
) |
8
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) 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 turbine engine manufacturers in turbine component service and repair
markets; (3) successful procurement of certain repair materials and new repair process licenses
from turbine engine manufacturers and/or the Federal Aviation Administration; (4) fluctuating
foreign currency exchange rates; (5) metals and commodities price increases and the Companys
ability to recover such price increases; (6) successful development and market introductions of new
products, including an advanced coating technology and the continued development of turbine repair
processes; (7) regressive pricing pressures on the Companys products and services, with
productivity improvements as the primary means to maintain margins; (8) success with the further
development of strategic alliances with certain turbine engine manufacturers for turbine component
repair services; (9) the impact on business conditions, and on the aerospace industry in
particular, of the global terrorism threat; (10) continued reliance on consumer acceptance of
regional and business aircraft powered by more fuel efficient turboprop engines vs. regional and
business aircraft powered by turbofan engines; (11) continued reliance on several major customers
for revenues; (12) the Companys ability to continue to have access to its revolving credit
facility, including the Companys ability to (i) continue to comply with the terms of its credit
agreements, including financial covenants, (ii) continue to enter into amendments to its credit
agreement containing financial covenants, which it and its bank lender find mutually acceptable, or
(iii) continue to obtain waivers from its bank lender with respect to its compliance with the
covenants contained in its credit agreement; (13) the impact of changes in defined benefit pension
plan actuarial assumptions on future contributions; and (14) stable governments, business
conditions, laws, regulations and taxes in economies where business is conducted.
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. The Company endeavors to
plan and evaluate its businesses operations while taking into consideration certain factors
including the following (i) the projected build rate for commercial, business and military
aircraft as well as the engines that power such aircraft, (ii) the projected maintenance, repair
and overhaul schedules for commercial, business and military aircraft as well as the engines that
power such aircraft, (iii) the projected maintenance, repair and overhaul schedules for industrial
gas turbine engines, and (iv) anticipated exploration and production activities relative to oil and
gas products, etc.
A. Results of Operations
Six Months Ended March 31, 2007 Compared with Six Months Ended March 31, 2006
In May 2007, SIFCO Industries, Inc. (SIFCO) and its Irish subsidiary, SIFCO Turbine Components
Limited (SIFCO Turbine), which is a part of SIFCOs Turbine Component Services and Repair Group,
entered into a business purchase agreement (the Agreement) for the sale of its industrial turbine
engine component repair business and certain related assets (Industrial Repair). This transaction
is subject to certain customary conditions to closing. If such conditions are met, SIFCO expects
the transaction to close in the third quarter of fiscal 2007.
Net sales from continuing operations in the first six months of fiscal 2007 increased 26.8% to
$40.7 million, compared with $32.1 million in the comparable period in fiscal 2006. Income from
continuing operations in the first six months of fiscal 2007 was $4.6 million, compared with $0.5
million in the comparable period in fiscal 2006. Loss from discontinued operations, net of tax,
which includes both the industrial repair business that is under an agreement to be sold and the
large aerospace portion of SIFCOs turbine engine component repair business that was sold in the
third quarter of fiscal 2006, was $0.4 million in the first six months of fiscal 2007 and $2.6
million in the comparable period in fiscal 2006. Included in the $0.4 million loss from
discontinued operations in the first six months of fiscal 2007 was $2.1 million of grant income
related to the expiration of certain grants as explained more fully in Note 7 to the Unaudited
Condensed Consolidated Financial Statements. Net income in the first six months of fiscal 2007 was
$4.2 million, compared with a net loss of $2.1 million in the comparable period in fiscal 2006.
9
Aerospace Component Manufacturing Group (ACM Group)
Net sales in the first six months of fiscal 2007 increased 36.7 % to $27.6 million, compared with
$20.2 million in the comparable period of fiscal 2006. 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 $3.7 million to $14.2 million in the first six months of
2007, compared with $10.5 million in the comparable period of fiscal 2006. Net sales of turbine
engine components for small aircraft, which consist primarily of net sales of turbine engine
components for business and regional jets, as well as military transport and surveillance aircraft,
increased $2.5 million to $7.9 million in the first six months of fiscal 2007 compared with $5.4
million in the comparable period in fiscal 2006. Net sales of airframe components for large
aircraft increased $1.6 million to $3.4 million in the first six months of fiscal 2007, compared
with $1.8 million in the comparable period of fiscal 2006. Net sales of turbine engine components
for large aircraft decreased $0.3 million to $0.6 million in the first six months of fiscal 2007,
compared with $0.9 million in the comparable period of fiscal 2006. Commercial product and
non-product sales were $1.5 million and $1.6 million in the first six months of fiscal 2007 and
2006, respectively.
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 $11.6 million in the first six months of fiscal 2007, compared with $8.5 million
in the comparable period in fiscal 2006. 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.
During the first six months of fiscal 2007, the ACM Groups selling, general and administrative
expense increased $0.2 million to $1.8 million, or 6.6% of net sales, compared with $1.6 million,
or 7.8% of net sales, in the same period in fiscal 2006. The $0.2 million increase in the first six
months of fiscal 2007 was principally due to increases in the ACM Groups compensation expense,
including incentive compensation, and variable selling costs due to the overall significant
increase in net sales and operating income during the first six months of fiscal 2007, compared
with the same period in fiscal 2006.
The ACM Groups operating income in the first six months of fiscal 2007 was $4.6 million, compared
with $1.1 million in the same period in fiscal 2006. Operating results were positively impacted in
the first six months of fiscal 2007 compared with the same period in fiscal 2006 due primarily to
the positive impact on margins resulting from significantly higher production and net sales volumes
in the first six months of fiscal 2007. The improved margins are due principally to (i) the
absorption of the ACM Groups relatively high fixed operating costs over more units of production
and sales and (ii) a $0.3 million reduction in the LIFO provision in the first six months of fiscal
2007 compared to the same period in fiscal 2006.
The ACM Groups backlog as of March 31, 2007 was $81.7 million, compared with $65.7 million as of
September 30, 2006. At March 31, 2007, $61.2 million of the total backlog was scheduled for
delivery over the next twelve months and $20.5 million was scheduled for delivery beyond the next
twelve months. All orders are subject to modification or cancellation by the customer with limited
charges. The ACM Group believes that the backlog may not be indicative of actual sales for any
succeeding period.
Turbine Component Services and Repair Group (Repair Group)
Net sales from continuing operations in the first six months of fiscal 2007, which consists
principally of component repair services (including precision component machining and industrial
coating) for small aerospace turbine engines, decreased 1.3% to $5.8 million, compared with $5.9
million in the comparable fiscal 2006 period.
During the first six months of fiscal 2007, the Repair Groups selling, general and administrative
expenses from continuing operations were $0.7 million or 11.2% of net sales, and were essentially
equal to such expenses in the comparable fiscal 2006 period.
The Repair Groups operating results from continuing operations in the first six months of fiscal
2007 were essentially breakeven, compared with operating income of $0.1 million in the same period
in fiscal 2006.
The Repair Groups backlog related to continuing operations as of March 31, 2007, was $4.8 million,
compared with $2.7 million as of September 30, 2006. At March 31, 2007, $2.9 million of the total
backlog is scheduled for delivery over the next twelve months and $1.9 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 be indicative of actual sales for any succeeding period.
10
Applied Surface Concepts Group (ASC Group)
Net sales of the ASC Group increased 21.4% to $7.3 million in the first six months of fiscal 2007,
compared with net sales of $6.0 million in the comparable period of fiscal 2006. In the first six
months of fiscal 2007, product net sales, consisting of selective electrochemical finishing
equipment and solutions, increased 9.6% to $3.5 million, compared with $3.1 million in the same
period in fiscal 2006. In the first six months of fiscal 2007, customized selective electrochemical
finishing contract service net sales increased 35.8% to $3.8 million, compared with $2.8 million in
the same period in fiscal 2006.
During the first six months of fiscal 2007, The ASC Groups selling, general and administrative
expenses decreased $0.1 million to $2.2 million, or 30.0% of net sales, compared with $2.3 million,
or 37.6% of net sales, in the first six months of fiscal 2006.
The ASC Groups operating income in the first six months of fiscal 2007 was $0.8 million, compared
with essentially breakeven operating results in the same period in fiscal 2006. Operating results
improved principally due to the positive impact on margins of the significantly higher net sales
volumes in the first six months of fiscal 2007 compared with the same period in fiscal 2006.
The ASC Groups backlog at March 31, 2007 was not material.
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and
professional and other corporate expenses, decreased $0.1 million to $0.6 million in the first six
months of fiscal 2007 compared with $0.7 million in the first six months of fiscal 2006. The
decrease is attributable to a net reduction in compensation expenses due to a management
restructuring after the sale of the large aerospace portion of the Repair Groups business that
occurred in fiscal 2006. This decrease was partially offset by (i) an increase in incentive expense
related to projected payments earned as a result the Companys improved operating results in fiscal
2007 and (ii) legal and professional expenses related to the pending sale of the Companys
industrial turbine engine component repair business.
Other/General
Interest expense was nominal in the first six months of both fiscal 2007 and 2006. The following
table sets forth the weighted average interest rates and weighted average outstanding balances
under the Companys credit agreements in the first six months of fiscal years 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
Weighted Average |
|
|
Interest Rate |
|
Outstanding Balance |
|
|
Six Months Ended |
|
Six Months Ended |
|
|
March 31, |
|
March 31, |
Credit Agreement |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Revolving credit
agreement |
|
|
8.8 |
% |
|
|
8.0 |
% |
|
$0.8 million |
|
$0.5 million |
Debt purchase
agreement
(1) |
|
|
N/A |
|
|
|
4.3 |
% |
|
|
N/A |
|
|
$1.1 million |
|
|
|
(1) |
|
Debt purchase agreement was paid off during the third quarter of fiscal 2006. |
The Company did not recognize a U.S. income tax provision in the first six months of fiscal 2007,
other than a provision for alternative minimum tax, because the Company anticipates that any
taxable income generated in fiscal 2007 will be offset for U.S. income tax purposes by the
Companys U.S tax loss carry forwards.
Three Months Ended March 31, 2007 Compared with Three Months Ended March 31, 2006
Net sales from continuing operations in the second quarter of fiscal 2007 increased 16.0% to $21.5
million, compared with $18.6 million in the comparable period in fiscal 2006. Income from
continuing operations in the second quarter of fiscal 2007 was $3.1 million, compared with $1.1
million in the comparable period in fiscal 2006. Loss from discontinued operations, net of tax,
which includes both the industrial turbine engine component repair business that is under an
agreement to be sold and the large aerospace portion of SIFCOs turbine engine component repair
business that was sold in the third quarter of fiscal 2006, was $1.0 million in the second quarter
of fiscal 2007 and $1.7 million in the comparable period in fiscal 2006. Net income in the second
quarter of fiscal 2007 was $2.0 million, compared with a net loss of $0.6 million in the comparable
period in fiscal 2006.
11
Aerospace Component Manufacturing Group (ACM Group)
Net sales in the second quarter of fiscal 2007 increased 21.7% to $14.5 million, compared with
$12.0 million in the comparable period of fiscal 2006. 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 $0.5 million to $7.5 million in the second quarter of
fiscal 2007, compared with $7.0 million in the comparable period in fiscal 2006. Net sales of
turbine engine components for small aircraft, which consist primarily of net sales of turbine
engine components for business and regional jets, as well as military transport and surveillance
aircraft, increased $1.5 million to $4.1 million in the second quarter of fiscal 2007, compared
with $2.6 million in the comparable period in fiscal 2006. Net sales of airframe components for
large aircraft increased $0.8 million to $1.8 million in the second quarter of fiscal 2007,
compared with $1.0 million in the comparable period in fiscal 2006. Net sales of turbine engine
components for large aircraft increased $0.1 million to $0.4 million in the second quarter of
fiscal 2007, compared with $0.3 million in the comparable period in fiscal 2006. Commercial
product and non-product sales were $0.7 million and $1.1 million in the second quarters of fiscal
2007 and 2006, respectively.
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 $6.0 million in the second quarter of fiscal 2007, compared with $5.7 million in
the comparable period in fiscal 2006.
The ACM Groups selling, general and administrative expenses were $0.9 million in both the second
quarters of fiscal 2007 and 2006, or 6.5% and 7.7% of net sales, respectively. During the second
quarter of fiscal 2007, increases in compensation expense, including incentive compensation, and
variable selling costs due to the overall increase in net sales and operating income during the
second quarter of fiscal 2007 were offset by lower expenditures for consulting and professional
services, as well as a lower provision for bad debts, compared with the second quarter of fiscal
2006.
The ACM Groups operating income in the second quarter of fiscal 2007 was $2.9 million, compared
with $1.0 million in the same period in fiscal 2006. Operating results were positively impacted in
the second quarter of fiscal 2007, compared with the same period in fiscal 2006, due to the
positive impact on margins resulting from significantly higher production and sales volumes in the
second quarter of fiscal 2007. The improved margins are due principally to (i) the absorption of
the ACM Groups relatively high fixed operating costs over more units of production and sales and
(ii) a $0.5 million reduction in the LIFO provision in the second quarter of fiscal 2007 compared
to the same period in fiscal 2006.
Turbine Component Services and Repair Group (Repair Group)
Net sales from continuing operations in the second quarter of fiscal 2007, which consists
principally of component repair services (including precision component machining and industrial
coating) for small aerospace turbine engines, decreased 6.4% to $3.1 million, compared with $3.3
million in the comparable fiscal 2006 period.
During the second quarter of fiscal 2007, the Repair Groups selling, general and administrative
expenses from continuing operations were $0.3 million, or 8.3% of net sales, compared with $0.4
million, or 10.8% of net sales, in the comparable fiscal 2006 period.
The Repair Groups operating income from continuing operations in the second quarter of fiscal 2007
was $0.1 million, compared with $0.2 million in the comparable fiscal 2006 period.
Applied Surface Concepts Group (ASC Group)
Net sales of the ASC Group increased 17.5% to $3.9 million in the second quarter of fiscal 2007,
compared with net sales of $3.3 million in the comparable period of fiscal 2006. In the second
quarter of fiscal 2007, product net sales, consisting of selective electrochemical finishing
equipment and solutions, increased 19.5% to $2.0 million, compared with $1.7 million in the same
period in fiscal 2006. In the second quarter of fiscal 2007, customized selective electrochemical
finishing contract service net sales increased 18.7% to $1.9 million, compared with $1.6 million in
the same period in fiscal 2006.
During the second quarter of fiscal 2007, The ASC Groups selling, general and administrative
expenses remained flat at $1.1 million, or 29.4% of net sales, compared with 35.2% of net sales in
the second quarter of fiscal 2006.
The ASC Groups operating income in the second quarter of fiscal 2007 was $0.4 million, compared
with $0.1 million in the same period in fiscal 2006. Operating results improved principally due to
the positive impact on margins of the significantly higher net sales volumes in the second quarter
of fiscal 2007 compared with the same period in fiscal 2006.
12
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and
professional and other corporate expenses, increased $0.1 million to $0.3 million in the second
quarter of fiscal 2007, compared with $0.2 million in the second quarter of fiscal 2006. The
increase is principally attributable to legal and professional expenses related to the pending sale
of the Companys industrial turbine engine component repair business.
Other/General
Interest expense was nominal in the second quarters of both fiscal 2007 and 2006. The following
table sets forth the weighted average interest rates and weighted average outstanding balances
under the Companys credit agreements in the second quarter of fiscal years 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
Weighted Average |
|
|
Interest Rate |
|
Outstanding Balance |
|
|
Three Months Ended |
|
Three Months Ended |
|
|
March 31, |
|
March 31, |
Credit Agreement |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Revolving credit
agreement |
|
|
8.8 |
% |
|
|
8.0 |
% |
|
$0.4 million |
|
$1.0 million |
Debt purchase
agreement
(1) |
|
|
N/A |
|
|
|
4.4 |
% |
|
|
N/A |
|
|
0.9 million |
|
|
|
(1) |
|
The debt purchase agreement was paid off during the third quarter of fiscal 2006. |
The Company did not recognize a U.S. income tax provision in the second quarter of fiscal 2007,
other than a provision for alternative minimum tax, because the Company anticipates that any
taxable income generated in fiscal 2007 will be offset for U.S. income tax purposes by the
Companys U.S tax loss carry forwards.
B. Liquidity and Capital Resources
Cash and cash equivalents decreased to $3.9 million at March 31, 2007 from $4.7 million at
September 30, 2006. At present, essentially all 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 consumed $2.3 million of cash (of which $1.4 million was from
continuing operations) in the first six months of fiscal 2007, compared with essentially breakeven
operating activities from a cash perspective (of which $1.2 million was consumed by continuing
operations) in the first six months of fiscal 2006. The $1.4 million of cash used for operating
activities from continuing operations in first six months of fiscal 2007 was primarily due to (i)
operating income from continuing operations, before depreciation expense, of $4.9 million and a
$1.2 million increase in accounts payable; offset by (ii) a $3.0 million increase in accounts
receivable and a $4.6 million increase in inventory principally attributable to the ACM Groups
response to the increased demand in its business. The other changes in these components of working
capital were due to factors resulting from normal business conditions of the Company, including (i)
sales levels, (ii) collections from customers, (iii) the relative timing of payments to suppliers,
and (iv) inventory levels required to support customer demand in general and, in particular, the
significant extension of raw material lead times currently experienced by the ACM Group.
Capital expenditures were $0.9 million (essentially all was from continuing operations) in the
first six months of fiscal 2007 compared to $0.6 million (of which $0.5 million was from continuing
operations) in the comparable fiscal 2006 period. Fiscal 2007 capital expenditures from continuing
operations consist of $0.2 million by the ACM Group, $0.2 million by the ASC Group and $0.5 million
by the Repair Group. The Company anticipates that total fiscal 2007 capital expenditures will
approximate $2.0 million.
At March 31, 2007, the Company has a $6.0 million revolving credit agreement with a bank, subject
to sufficiency of collateral, which expires on April 1, 2008 and bears interest at the banks base
rate plus 0.50%. The interest rate was 8.75% at March 31, 2007. A 0.375% commitment fee is incurred
on the unused balance of the revolving credit agreement. At March 31, 2007, $2.1 million was
outstanding and the Company had $3.8 million available under its $6.0 million revolving credit
agreement. The Companys revolving credit agreement is secured by substantially all of the
Companys assets located in the U.S., a guarantee by its U.S. subsidiaries and a pledge of 65% of
the Companys ownership interest in its non-U.S. subsidiaries.
13
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 applicable covenants at March 31, 2007. In May
2007, the Company entered into an agreement with its bank to amend certain provisions of its
revolving credit agreement. The amendment extended the maturity date of the revolving credit
agreement to October 1, 2008.
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 2007. However, no assurances can be given as to
the sufficiency of the Companys working capital to support the Companys operations. If the
existing cash reserves, cash flow from operations and funds available under the revolving credit
agreement are insufficient; if working capital requirements are greater than currently estimated;
and/or if the Company is unable to satisfy the covenants set forth in its credit agreement, the
Company may be required to adopt one or more alternatives, such as reducing or delaying capital
expenditures, restructuring indebtedness, selling assets or operations, or issuing additional
shares of capital stock in the Company. There can be no assurance that any of these actions could
be accomplished, or if so, on terms favorable to the Company, or that they would enable the Company
to continue to satisfy its working capital requirements.
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 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.
The Company believes that inflation has not materially affected its results of operations during
the first six months of fiscal 2007, and does not expect inflation to be a significant factor in
the balance of fiscal 2007.
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. As a result of the sale in fiscal 2006 of the large aerospace portion of the Companys
Irish subsidiarys turbine engine component services and repair business, the majority of the Irish
subsidiarys transactions are now denominated in euros and, therefore, the functional currency of
the Irish subsidiarys remaining business was changed to the euro from the U.S. dollar. Prior to
the sale of the large aerospace portion of the Irish subsidiarys turbine engine component services
and repair business, a substantial majority of the Irish subsidiarys transactions were denominated
in U.S. dollars and, therefore, its functional currency prior to October 1, 2006 was the U.S.
dollar. As explained more fully in Note 8 to the Unaudited Consolidated Condensed Financial
Statements, in May 2007 the Company entered into an agreement to sell it remaining business in
Ireland and certain related assets. 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 income (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 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 March 31, 2007, 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 March 31, 2007, the Companys assets and liabilities denominated in the British Pound, the Euro,
and the Swedish Krona were as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Pound |
|
Euro |
|
Swedish Krona |
Cash and cash
equivalents |
|
|
75 |
|
|
|
58 |
|
|
|
275 |
|
Accounts
receivable |
|
|
146 |
|
|
|
464 |
|
|
|
1,580 |
|
Accounts payable and accrued
liabilities |
|
|
199 |
|
|
|
1,121 |
|
|
|
2,510 |
|
14
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 March 31, 2007, and assuming no changes in the amount
outstanding under the revolving credit agreement, the additional interest expense to the Company
would be nominal.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) that are
designed to ensure that information required to be disclosed in its reports filed or submitted
under the Exchange Act is processed, recorded, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is accumulated and communicated
to the Companys management, including the Companys Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow for timely decisions regarding required disclosure. 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.
The Company carried out an evaluation, under the supervision and with the participation of the
Companys management, including the Chairman and Chief Executive Officer of the Company and Chief
Financial Officer of the Company, 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 the end of the
period covered by this report. Based upon that evaluation, the Chairman and Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures
are effective in timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Companys periodic SEC filings, and
management has concluded that the unaudited consolidated condensed financial statements included 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 has been no significant change in our internal control over financial reporting that occurred
during the period covered by this report 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.
15
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on January 30, 2007 there were a total of 4,873,139
shareholders voting either in person or by proxy. The shareholders:
|
A. |
|
Elected six directors to the Companys Board of Directors, Jeffrey P. Gotschall, P.
Charles Miller, Jr., Frank N. Nichols, Alayne L. Reitman, Hudson D. Smith and J. Douglas
Whelan, to serve on the Board of Directors until the Companys Annual Meeting in 2008. |
|
|
|
|
The results of the voting for directors were as follows: |
|
|
|
|
|
|
|
|
|
Name |
|
Votes For |
|
Votes Withheld |
Jeffrey P. Gotschall |
|
|
4,193,585 |
|
|
|
679,554 |
|
P. Charles Miller, Jr. |
|
|
4,155,791 |
|
|
|
717,348 |
|
Frank N. Nichols |
|
|
4,231,276 |
|
|
|
641,863 |
|
Alayne L. Reitman |
|
|
4,155,791 |
|
|
|
717,348 |
|
Hudson D. Smith |
|
|
4,234,139 |
|
|
|
638,884 |
|
J. Douglas Whelan |
|
|
4,152,220 |
|
|
|
720,919 |
|
|
B. |
|
Ratified Grant Thornton LLP as the independent auditors of the Company to audit the books
and accounts of the Company for the fiscal year ending September 30, 2007. There were
4,234,139 votes cast for the appointment, 613,536 votes cast against the appointment and
25,464 abstentions. |
Item 5. Other Information
None.
Item 6. Exhibits
(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 |
|
|
|
4.2
|
|
Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and
National City Bank dated April 30, 2002, filed as Exhibit 4(b) of the
Companys 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, filed as Exhibit
4.5 of the Companys Form 10-K dated September 30, 2002, and incorporated
herein by reference |
|
|
|
4.6
|
|
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 |
|
|
|
4.7
|
|
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 |
16
|
|
|
Exhibit |
|
|
No. |
|
Description |
4.8
|
|
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 |
|
|
|
4.9
|
|
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 |
|
|
|
4.10
|
|
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 |
|
|
|
4.11
|
|
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 |
|
|
|
4.12
|
|
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 |
|
|
|
4.13
|
|
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 |
|
|
|
4.14
|
|
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 |
|
|
|
4.15
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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 |
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4.16
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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 |
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4.17
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Debt Purchase Agreement Between The Governor and Company of the Bank of
Ireland and SIFCO Turbine Components Limited, filed as Exhibit 4.17 to the
Companys Form 8-K dated September 29, 2005, and incorporated herein by
reference |
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4.18
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Mortgage and Charge dated September 26, 2005 between SIFCO Turbine Components
Limited and the Governor and Company of the Bank of Ireland, filed as Exhibit
4.18 to the Companys Form 8-K dated September 29, 2005, and incorporated
herein by reference |
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4.19
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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 |
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4.20
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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 |
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4.21
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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 |
17
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Exhibit |
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No. |
|
Description |
4.22
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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 |
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4.23
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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 |
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* 4.24
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Amendment No. 18 to Amended and Restated Credit Agreement dated May 10, 2007
between SIFCO Industries, Inc. and National City Bank |
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9.1
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Voting Trust Extension Agreement dated January 14, 2002, filed as Exhibit 9.1
of the Companys Form 10-K dated September 30, 2002, and incorporated herein
by reference |
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9.2
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Voting Trust Agreement dated January 15, 1997, filed as Exhibit 9.2 of the
Companys Form 10-K dated September 30, 2002, and incorporated herein by
reference |
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9.3
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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 |
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10.2
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Deferred Compensation Program for Directors and Executive Officers (as amended
and restated April 26, 1984), filed as Exhibit 10(b) of the Companys Form
10-Q dated March 31, 2002, and incorporated herein by reference |
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10.3
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|
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 |
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10.4
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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 |
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10.5
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|
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
dated December 31, 2000, and incorporated herein by reference |
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10.7
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|
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 dated December 31, 2000, and incorporated herein by reference |
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10.10
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|
Change in Control Severance Agreement between the Company and Jeffrey P.
Gotschall, dated July 30, 2002, filed as Exhibit 10.10 of the Companys Form
10-K dated September 30, 2002, and incorporated herein by reference |
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10.11
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|
Form of Restricted Stock Agreement, filed as Exhibit 10.11 of the Companys
Form 10-K dated September 30, 2002, and incorporated herein by reference |
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10.12
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|
Form of Tender, Condition of Tender, Condition of Sale and General Conditions
of Sale dated June 30, 2004, filed as Exhibit 10.12 of the Companys Form 8-K
dated October 14, 2004, and incorporated herein by reference |
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10.13
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|
Separation Agreement and Release between Hudson D. Smith and SIFCO Industries,
Inc., effective January 31, 2005, filed as Exhibit 10.13 of the Companys Form
8-K dated February 8, 2005, and incorporated herein by reference |
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10.14
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|
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 |
18
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Exhibit |
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No. |
|
Description |
10.15
|
|
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 |
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10.16
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|
Separation Agreement and Release Without Prejudice between the Company and
Timothy V. Crean, dated November 28, 2006 filed as Exhibit 99.1 of the
Companys Form 8-K dated November 30, 2006, and incorporated herein by
reference |
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10.17
|
|
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 |
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10.18
|
|
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 |
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14.1
|
|
Code of Ethics, files as Exhibit 14.1 of the Companys Form 10-K dated
September 30, 2003, and incorporated herein by reference |
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|
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*31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a) |
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*31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a) |
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*32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
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*32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
19
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.
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SIFCO Industries, Inc. |
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(Registrant) |
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Date: May 11, 2007
|
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/s/ Jeffrey P. Gotschall
Jeffrey P. Gotschall
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Chairman of the Board and |
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Chief Executive Officer |
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Date: May 11, 2007
|
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/s/ Frank A. Cappello
Frank A. Cappello
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Vice President-Finance and |
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Chief Financial Officer |
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(Principal Financial Officer) |
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20