SIFCO Industries, Inc. 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2007
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
(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) |
(Registrants telephone number, including area code)
|
|
|
Securities Registered Pursuant to Section 12(b) of the Act: |
|
|
Common Shares, $1 Par Value
|
|
American Stock Exchange |
|
|
|
(Title of each class)
|
|
(Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
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 aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, as of the last
business day of the registrants most recently completed second fiscal quarter is $30,986,787.
The number of the Registrants Common Shares outstanding at October 31, 2007 was 5,283,357
Documents incorporated by reference: Portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held on January 29, 2008 (Part III)
TABLE OF CONTENTS
PART I
Item 1. Business
SIFCO Industries, Inc. (SIFCO or Company), an Ohio corporation, was incorporated in 1916. The
executive offices of the Company are located at 970 East 64th Street, Cleveland, Ohio 44103, and
its telephone number is (216) 881-8600.
The Company is engaged in the production and sale of a variety of metalworking processes, services
and products produced primarily to the specific design requirements of its customers. The
processes and services include forging, heat-treating, coating, welding, machining and selective
electrochemical finishing. The products include forged components, machined forgings and other
machined metal components, remanufactured components for aerospace turbine engines, and selective
electrochemical finishing solutions and equipment. The Companys operations are conducted in three
business segments: (1) Aerospace Component Manufacturing Group, (2) Turbine Component Services and
Repair Group and (3) Applied Surface Concepts Group.
B. |
|
Principal Products and Services |
1. Aerospace Component Manufacturing Group
The Companys Aerospace Component Manufacturing Group (ACM Group) has a single operation in
Cleveland, Ohio. This segment of the Companys business consists principally of the manufacture of
forged components for aerospace applications. As a part of the ACM Groups manufacturing process,
the business performs forging, heat-treating and precision component machining.
Operations
The Companys ACM Group is a manufacturer of forged components ranging in size from 2 to 400 pounds
(depending on configuration and alloy), primarily in various steel and titanium alloys, utilizing a
variety of processes for applications principally in the aerospace industry. The ACM Groups forged
products include: original equipment manufacturers (OEM) and aftermarket components for aircraft
and land-based turbine engines; structural airframe components; aircraft landing gear components;
wheels and brakes; critical rotating components for helicopters; and commercial/industrial
products. The ACM Group also provides heat-treatment, surface-treatment, non-destructive testing
and select machining of forged components.
The ACM Group generally has multiple sources for its raw materials, which consist primarily of high
quality metals essential to this business. Suppliers of such materials are located throughout
North and South America and Europe. In general, because of tight aerospace grade steel capacity and
the limited supply of titanium, raw material lead times have increased in recent years. However,
lead times for certain grades have recently shortened. The ACM Group generally does not depend on a
single source for the supply of its materials. Due to the scarcity of certain raw materials, some
material is provided by a limited number of suppliers; however, the ACM Group believes that its
sources are adequate for its business. The business is ISO 9001:2000 registered and AS 9100:2001
certified. In addition, the ACM Groups chemical etching/milling and non-destructive testing
facilities are NADCAP (National Aerospace and Defense Contractors Accreditation Program) accredited
and its heat-treating facility is seeking re-accreditation through NADCAP.
Industry
The performance of the domestic and international air transport industry directly and significantly
impacts the performance of the ACM Group. The air transport industrys long-term outlook is for
continued, steady growth. Such outlook suggests the need for additional aircraft and, therefore,
growth in the requirement for airframe and turbine engine components. The air transport industry
is currently benefiting from several favorable trends including: (i) projected growth in air
traffic, (ii) the beginning of major replacement and refurbishment cycles driven by the desire for
more fuel efficient aircraft and fleet commonality, and (iii) the increased use of wide-body
aircraft. Managements current outlook for the air transport industry continues to remain
favorable, with growth expected through at least 2011, and believes the ACM Group is poised to take
advantage of the resulting improvement in order demand from the airframe and engine manufacturers.
The ACM Group also supplies new and spare components for military aircraft. As a result of
continued military initiatives, there has been increased demand for both new and spare components
for military customers. It is difficult to determine at this time what the long-term impact of
these factors may be on the demand for products provided by the ACM Group.
Competition
While there has been some consolidation in the forging industry, the ACM Group believes there is
limited opportunity to increase prices, other than for the pass-through of rising raw material
steel and titanium alloys prices. The ACM Group believes, however, that its demonstrated aerospace
expertise along with focus on quality, customer service, SMART (Streamlined Manufacturing
Activities to Reduce Time/Cost) initiatives, and offering a broad range of capabilities provide it
with an advantage in the primary markets it serves. The ACM Group competes with both U.S. and
non-U.S. suppliers of forgings. As customers are establishing new facilities throughout the world,
the ACM Group will continue to encounter non-U.S. competition. The ACM Group believes it can expand
its markets by (i) broadening its product lines through investment in equipment that expands its
manufacturing capabilities and (ii) developing new customers in markets whose participants require
similar technical competence and service (as the aerospace industry) and are willing to pay a
premium for quality.
Customers
During fiscal 2007, the ACM Group had two customers, various business units of Rolls-Royce
Corporation and United Technologies Corporation, which accounted for 17% and 11%, respectively, of
the ACM Groups net sales. The net sales to these two customers when combined with (i) a third
customer that individually accounts for less than 10% of the Groups nets sales and (ii) the direct
subcontractors to these three customers, accounted for 56% of the ACM Groups net sales in 2007.
The ACM Group believes that the loss of sales to such customers would result in a materially
adverse impact on the business and income of the ACM Group. However, the ACM Group has maintained
a business relationship with these three customers for well over ten years and is currently
conducting business with some of them under multi-year agreements. Although there is no assurance
that this will continue, historically as one or more major customers have reduced their purchases,
the ACM Group has generally been successful in replacing such reduced purchases, thereby avoiding a
material adverse impact on the ACM Group. The ACM Group attempts to rely on its ability to adapt
its services and operations to changing requirements of the market in general and its customers in
particular. No material part of the ACM Groups business is seasonal.
Backlog of Orders
The ACM Groups backlog as of September 30, 2007 increased to $82.8 million, of which $66.6 million
is scheduled for delivery during fiscal 2008, compared with $65.7 million as of September 30, 2006,
of which $53.5 million was scheduled for delivery during fiscal 2007. It is important to note that
certain aerospace grade steel and titanium alloys raw material delivery lead times are beginning to
shorten and such lead time improvement may in the future result in a fundamental shift in the
ordering pattern of the ACM Groups customers. A potential consequence of such a shift may be that
customers will not place orders as far in advance as they currently do resulting in a potential
reduction in the ACM Groups backlog. Accordingly, such backlog reduction, to the extent it may
occur, may not necessarily be completely indicative of actual sales expected for any succeeding
period. All orders are subject to modification or cancellation by the customer with limited
charges.
2. Turbine Component Services and Repair Group
The Companys Turbine Component Services and Repair Group (Repair Group) has a single operation
in Minneapolis, Minnesota. This segment of the Companys business consists principally of the
repair and remanufacture of small aerospace turbine engine components. As a part of the repair and
remanufacture process, the business performs precision component machining and applies high
temperature-resistant coatings to turbine engine components.
Operations
The Repair Group requires the procurement of licenses/authority, which certify that the Group has
obtained approval to perform certain proprietary repair processes. Such approvals are generally
specific to an engine and its components, a repair process, and a repair facility/location. Without
possession of such approvals, a company would be precluded from competing in the aerospace turbine
engine component repair business. Approvals are issued by either the original equipment
manufacturers (OEM) of aerospace turbine engines or the Federal Aviation Administration (FAA).
In general, the Company considers aerospace turbine engines that (i) possess a thrust of less than
17,500 pounds and/or (ii) are used to power aircraft that carry fewer than 100 passengers to be
small aerospace turbine engines. Historically, the Repair Group has elected to procure approvals
primarily from the OEMs and currently maintains proprietary repair process approvals issued by
certain of the primary small engine OEMs (e.g. Pratt & Whitney, Rolls-Royce, Turbomeca, and
Hamilton Sundstrand). In exchange for being granted an OEM approval, the Repair Group is
obligated, in most cases, to
2
pay royalties to the OEM for each type of component repair that it performs utilizing the
OEM-approved proprietary repair process. The Repair Group continues to be successful in procuring
FAA repair process approvals. There is generally no royalty payment obligation associated with the
use of a repair process approved by the FAA. To procure an OEM or FAA approval, the Repair Group is
required to demonstrate its technical competence in the process of repairing such turbine engine
components.
The development of remanufacturing and repair processes is an ordinary part of the Repair Group
business. The Repair Group continues to invest time and money on research and development
activities. The Companys research and development activities in high temperature resistant
coatings applied to super-alloy materials have applications in the small aerospace turbine engine
markets. Operating costs related to such activities are expensed during the period in which they
are incurred. The Groups research and development expense related to its continuing operations was
$0.4 million in fiscal 2007.
The Repair Group generally has multiple sources for its raw materials, which consist primarily of
investment castings and industrial coating materials essential to this business. Certain items are
procured directly from the OEM to satisfy repair process requirements. Suppliers of such materials
are located throughout North America and Europe. Although certain raw materials may be provided by
a limited number of suppliers, the Repair Group generally does not depend on a single source for
the supply of its materials and management believes that its sources are adequate for its business.
Industry
The performance of the air transport industry directly and significantly impacts the performance of
the Repair Group. The air transport industrys long-term outlook is for continued, steady growth.
Such outlook suggests the need for additional aircraft and, therefore, growth in the requirement
for aerospace turbine engines and related engine repairs. The air transport industry is currently
benefiting from several favorable trends including: (i) projected growth in air traffic, (ii) the
beginning of major replacement and refurbishment cycles driven by the desire for more fuel
efficient aircraft and fleet commonality, and (iii) the increased use of wide-body aircraft.
Managements current outlook for the air transport industry continues to remain favorable. It is
difficult to determine what the long-term impact of these factors may be on air travel and the
demand for services and products provided by the Repair Group.
Competition
In recent years, while the absolute number of competitors has decreased as a result of industry
consolidation and vertical integration, competition in the turbine engine component repair business
has nevertheless increased, principally due to the increased direct involvement of the aerospace
turbine engine manufacturers in the turbine engine overhaul and component repair businesses. With
the presence of the OEM in the market, there has been a general reluctance on the part of the OEM
to issue, to independent component repair companies, its approvals for the repair of its newer
model engines and related components. The Company believes that the Repair Group will, more likely
than not, become more dependent in the future on (i) its ability to successfully procure and market
FAA approved licenses and related repair processes and/or (ii) a close collaboration with engine
manufacturers.
Customers
The identity and ranking of the Repair Groups principal customers can vary from year to year. The
Repair Group attempts to rely on its ability to adapt its services and operations to changing
requirements of the market in general and its customers in particular, rather than relying on high
volume production of a particular item or group of items for a particular customer or customers.
During fiscal 2007, the Repair Group had one customer, consisting of various business units of
United Technologies Corporation, which accounted for 35% of the Repair Groups net sales from
continuing operations. Although there is no assurance that this will continue, historically as one
or more major customers have reduced their purchases, the business has generally been successful in
replacing such reduced purchases, thereby avoiding a material adverse impact on the business. No
material part of the Repair Groups business is seasonal.
Backlog of Orders
The Repair Groups backlog from continuing operations as of September 30, 2007 increased to $4.2
million, of which $1.5 million is scheduled for delivery during fiscal 2008 and $2.7 million is on
hold, compared with $2.7 million as of September 30, 2006, of which $1.6 million was scheduled for
delivery during fiscal 2007 and $1.1 million was on hold. All orders are subject to modification
or cancellation by the customer with limited charges. The Repair Group believes that the backlog
may not necessarily be indicative of actual sales for any succeeding period.
3
3. Applied Surface Concepts Group
The Companys Applied Surface Concepts Group (ASC Group) provides surface enhancement
technologies principally related to selective electrochemical finishing and anodizing. Principal
product offerings include (i) the sale of metal solutions and equipment required for selective
electrochemical finishing and (ii) providing selective electrochemical finishing contract services.
Operations
Selective electrochemical finishing of a part or component is done without the use of an immersion
tank. A wide variety of pure metals and alloys, principally determined by the customers design
requirements, can be used for applications including corrosion protection, wear resistance,
anti-galling, increased lubricity, increased hardness, increased electrical conductivity, and
re-sizing. SIFCO Process® metal solutions include: cadmium, cobalt, copper, nickel, tin
and zinc. In addition, precious metal solutions such as gold, iridium, palladium, platinum,
rhodium, and silver are also provided to customers. The ASC Group has also developed a number of
alloy-plating solutions.
The ASC Group can either (i) supply the selective electrochemical finishing chemicals and equipment
to customers desiring to perform selective electrochemical finishing in-house or (ii) provide
manual, semi-automated, or automated contract selective electrochemical finishing services at
either the customers site or at one of the Groups facilities. The Group operates four U.S.
facilities in geographic areas strategically located in proximity to its customers (Cleveland, Ohio
/ Hartford, Connecticut / Norfolk, Virginia / Houston, Texas) and three in Europe (Birmingham,
England / Paris, France / Rattvik, Sweden). The scope of selective electrochemical finishing work
includes part salvage and repair, part refurbishment, and new part enhancement. Selective
electrochemical finishing solutions are produced in the Cleveland, Ohio and Birmingham, England
facilities.
The ASC Group generally has multiple sources for its raw materials, which consist primarily of
industrial chemicals and metal salts and, therefore, does not depend on a single source for the
supply of key raw materials. Management believes that its sources are adequate to support its
business.
The ASC Group sells its products and services under recognized industry brand names including:
SIFCO Process®, Dalic®, USDL® and Selectron®, all of
which are specified in military and industrial specifications. The ASC Groups manufacturing
operations have ISO 9001:2001 and AS 9100A certifications. In addition, two of its facilities are
NADCAP (National Aerospace and Defense Contractors Accreditation Program) certified. Two of the
service centers are FAA approved repair shops. Other ASC Group approvals include ABS (American
Bureau of Ships), ARR (American Railroad Registry), JRS (Japan Registry of Shipping), and KRS
(Korean Registry of Shipping).
Industry
Selective electrochemical finishing occupies a niche within the broader metal finishing industry.
The ASC Groups selective electrochemical finishing process is used to provide functional,
engineered finishes rather than decorative finishes, and it serves many markets including
aerospace, automotive, electric power generation, and oil and gas. In its planning and decision
making processes, management of the ASC Group monitors and evaluates precious metal prices, global
manufacturing activity, internal labor capacity, technological developments in surface enhancement,
and the exploration and production activities relative to oil and gas products. The diversity of
industries served helps to mitigate the impact of economic cycles on the ASC Group.
Competition
Although the Company believes that the ASC Group is the largest selective electrochemical finishing
company in the world, there are several companies globally that manufacture and sell selective
electrochemical finishing solutions and equipment and/or provide contract selective electrochemical
finishing services. The ASC Group seeks to differentiate itself through its technical support,
research and development, and automation capabilities. The ASC Group also competes with other
surface enhancement technologies such as welding and metal spray.
Customers
The ASC Group has a customer base of over 1,000 customers. However, approximately 10 customers,
who operate in a variety of industries, accounted for approximately 34% of the Groups fiscal 2007
net sales. During fiscal 2007, the ASC Group had one customer, Halliburton Company, which
accounted for 13% of the ASC Groups net sales. No material part of the ASC Groups business is
seasonal.
4
Backlog of Orders
Due to the nature of its business (i.e. shorter lead times for its products and services) the ASC
Group had no material backlog at September 30, 2007 and 2006.
4. General
For financial information concerning the Companys reportable segments see Managements Discussion
and Analysis of Financial Condition and Results of Operations included in Item 7 and Note 11 of
Notes to Consolidated Financial Statements included in Item 8.
C. |
|
Environmental Regulations |
In common with other companies engaged in similar businesses, the Company is required to comply
with various laws and regulations relating to the protection of the environment. The costs of such
compliance have not had, and are not presently expected to have, a material effect on the capital
expenditures, earnings or competitive position of the Company and its subsidiaries under existing
regulations and interpretations.
The number of the Companys employees decreased from approximately 390 at the beginning of fiscal
year 2007 to approximately 338 employees at the end of fiscal 2007. The decrease was principally a
result of the Companys disposition of its industrial turbine engine component repair business,
which employed approximately 100 people, which decrease was partially offset by additional
employees hired to support the growth in the Companys three businesses. The Company is a party to
collective bargaining agreements with certain employees located at its Cleveland, Ohio and
Minneapolis, Minnesota facilities. The ACM Group union contract expires in May 2010 (effective
since May 2005) and the Turbine Component Repair Group union contract expires July 2009 (effective
since July 2005). Management considers its relations with the Companys employees to be good.
The Companys products and services are distributed and performed in U.S. as well as non-U.S.
markets. The Company commenced its operations in Ireland in 1981 and ceased such operations in
fiscal 2007. The Company commenced its operations in the United Kingdom and France as a result of
an acquisition of a business in 1992. The Company commenced its operations in Sweden as a result
of an acquisition of a business in 2006. Wholly-owned subsidiaries operate the Companys service
and distribution facilities in United Kingdom, France and Sweden.
Financial information about the Companys U.S. and non-U.S. operations is set forth in Note 11 to
the Consolidated Financial Statements included in Item 8.
As of September 30, 2007, the majority of the Companys cash and cash equivalents are in the
possession of its non-U.S. subsidiaries and relate to undistributed earnings of these non-U.S.
subsidiaries. Distributions from the Companys non-U.S. subsidiaries to the Company may be subject
to statutory restrictions, adverse tax consequences or other limitations.
5
Item 2. Properties
The Companys property, plant and equipment include the facilities described below and a
substantial quantity of machinery and equipment, most of which consists of industry specific
machinery and equipment using special jigs, tools and fixtures and in many instances having
automatic control features and special adaptations. In general, the Companys property, plant and
equipment are in good operating condition, are well maintained and substantially all of its
facilities are in regular use. The Company considers its investment in property, plant and
equipment as of September 30, 2007 suitable and adequate given the current product offerings for
the respective business segments operations in the current business environment. The square
footage numbers set forth in the following paragraphs are approximations:
|
|
|
The Turbine Component Services and Repair Group operates a single facility in
Minneapolis, Minnesota with a total of 59,000 square feet and that is involved in the
repair and remanufacture of small aerospace turbine engine components. In addition,
the Repair Group owns a building and land located in Cork, Ireland (59,000 square
feet) that (i) is subject to a long-term lease arrangement with PAS Technologies
Ireland, the acquirer of the Repair Groups industrial turbine engine component repair
business in fiscal 2007, and (ii) is being marketed for sale as of September 30, 2007. |
|
|
|
|
The Aerospace Component Manufacturing Group operates in a single, owned 240,000
square foot facility located in Cleveland, Ohio. This facility is also the site of
the Companys corporate headquarters. |
|
|
|
|
The Applied Surface Concepts Group is headquartered in an owned 34,000 square foot
facility in Cleveland, Ohio. The Group leases space aggregating approximately 54,000
square feet for sales offices and/or for its contract selective electrochemical
finishing services in Norfolk, Virginia; Hartford, Connecticut; Houston, Texas; Paris,
France; and Birmingham, England. The Group also operates in an owned 4,500 square foot
facility in Rattvik, Sweden. |
Item 3. Legal Proceedings
In the normal course of business, the Company may be involved in ordinary, routine legal actions.
The Company cannot reasonably estimate future costs, if any, related to these matters but does not
believe any such matters are material to its financial condition or results of operations. The
Company maintains various liability insurance coverages to protect its assets from losses arising
out of or involving activities associated with ongoing and normal business operations; however, it
is possible that the Companys future operating results could be affected by future cost of
litigation.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of the Companys
2007 fiscal year.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
The Companys Common Shares are traded on the American Stock Exchange under the symbol SIF. The
following table sets forth, for the periods indicated, the high and low sales price for the
Companys Common Shares as reported by the American Stock Exchange.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
|
High |
|
Low |
|
High |
|
Low |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
7.30 |
|
|
$ |
4.15 |
|
|
$ |
4.00 |
|
|
$ |
2.95 |
|
Second Quarter |
|
|
10.91 |
|
|
|
4.51 |
|
|
|
5.25 |
|
|
|
3.74 |
|
Third Quarter |
|
|
21.29 |
|
|
|
8.61 |
|
|
|
5.16 |
|
|
|
4.20 |
|
Fourth Quarter |
|
|
25.50 |
|
|
|
13.50 |
|
|
|
4.75 |
|
|
|
3.80 |
|
6
Performance Graph
Set forth below is a graph comparing the returns to shareholders of the Companys Common
Shares to the returns to shareholders of the S&P Composite 500 Stock Index and the S&P
Aerospace/Defense Group. The graph assumes (i) that the value of the investment in the Common
Shares, the S&P Composite 500 Stock Index and the S&P Aerospace/Defense Group was $100 on
September 30, 2002 and (ii) the reinvestment of dividends.
COMPARISON OF FIVE-YEAR RETURN PERFORMANCE OF
SIFCO INDUSTRIES, INC., S&P 500 INDEX
AND S&P AEROSPACE/DEFENSE GROUP
Dividends and Shares Outstanding
The Company has not declared or paid any cash dividends within the last two (2) fiscal years and
does not anticipate paying any such dividends in the foreseeable future. The Company currently
intends to retain all of its earnings for the operation of its businesses. The Companys ability
to declare or pay cash dividends is limited by its credit agreement covenants. At October 31,
2007, there were approximately 660 shareholders of record of the Companys Common Shares, as
reported by National City Corporation, the Companys Transfer Agent and Registrar, which maintains
it corporate offices at National City Center, 1900 East Ninth Street, Cleveland, Ohio 44101-0756.
7
Item 6. Selected Financial Data
The following table sets forth selected consolidated financial data of the Company. The data
presented below should be read in conjunction with the audited Consolidated Financial Statements
and Notes to Consolidated Financial Statements included in Item 8.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
|
(Amounts in thousands, except per share data) |
Statement of Operations Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
87,255 |
|
|
$ |
68,606 |
|
|
$ |
52,863 |
|
|
$ |
53,798 |
|
|
$ |
52,634 |
|
Income (loss) from continuing operations before
income tax provision |
|
|
10,255 |
|
|
|
(35 |
) |
|
|
(2,424 |
) |
|
|
(3,298 |
) |
|
|
(3,000 |
) |
Income tax provision |
|
|
1,483 |
|
|
|
14 |
|
|
|
541 |
|
|
|
75 |
|
|
|
19 |
|
Income (loss) from continuing operations |
|
|
8,772 |
|
|
|
(49 |
) |
|
|
(2,965 |
) |
|
|
(3,373 |
) |
|
|
(3,019 |
) |
Income (loss) from continuing operations
per share (basic) |
|
|
1.67 |
|
|
|
(0.01 |
) |
|
|
(0.57 |
) |
|
|
(0.65 |
) |
|
|
(0.58 |
) |
Income (loss) from continuing operations
per share (diluted) |
|
|
1.66 |
|
|
|
(0.01 |
) |
|
|
(0.57 |
) |
|
|
(0.65 |
) |
|
|
(0.58 |
) |
Income (loss) from discontinued operations, net
of tax |
|
|
(2,044 |
) |
|
|
1,009 |
|
|
|
2,769 |
|
|
|
(2,573 |
) |
|
|
(2,328 |
) |
Net income (loss) |
|
|
6,728 |
|
|
|
960 |
|
|
|
(196 |
) |
|
|
(5,946 |
) |
|
|
(5,347 |
) |
Net income (loss) per share (basic) |
|
|
1.28 |
|
|
|
0.18 |
|
|
|
(0.04 |
) |
|
|
(1.14 |
) |
|
|
(1.02 |
) |
Net income (loss) per share (diluted) |
|
|
1.27 |
|
|
|
0.18 |
|
|
|
(0.04 |
) |
|
|
(1.14 |
) |
|
|
(1.02 |
) |
Cash dividends per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Outstanding at Year End |
|
|
5,281 |
|
|
|
5,222 |
|
|
|
5,222 |
|
|
|
5,214 |
|
|
|
5,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
$ |
32,350 |
|
|
$ |
15,011 |
|
|
$ |
9,619 |
|
|
$ |
16,029 |
|
|
$ |
14,669 |
|
Property, plant and equipment, net |
|
|
10,570 |
|
|
|
14,059 |
|
|
|
18,744 |
|
|
|
19,882 |
|
|
|
25,699 |
|
Total assets |
|
|
60,889 |
|
|
|
48,775 |
|
|
|
49,523 |
|
|
|
59,759 |
|
|
|
61,678 |
|
Long-term debt, net of current maturities |
|
|
2,986 |
|
|
|
427 |
|
|
|
10 |
|
|
|
5,797 |
|
|
|
7,258 |
|
Other long-term liabilities |
|
|
5,613 |
|
|
|
5,939 |
|
|
|
8,645 |
|
|
|
8,108 |
|
|
|
7,951 |
|
Total shareholders equity |
|
|
36,778 |
|
|
|
25,183 |
|
|
|
22,398 |
|
|
|
24,802 |
|
|
|
30,281 |
|
Shareholders equity per share |
|
|
6.96 |
|
|
|
4.82 |
|
|
|
4.29 |
|
|
|
4.76 |
|
|
|
5.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on beginning shareholders equity |
|
|
26.7 |
% |
|
|
4.3 |
% |
|
|
(0.8 |
)% |
|
|
(19.6 |
)% |
|
|
(14.2 |
)% |
Long-term debt to equity percent |
|
|
8.1 |
% |
|
|
1.7 |
% |
|
|
|
|
|
|
23.4 |
% |
|
|
24.0 |
% |
Current ratio |
|
|
3.1 |
|
|
|
1.9 |
|
|
|
1.5 |
|
|
|
1.8 |
|
|
|
1.9 |
|
Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
This Form 10-K, including 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) metals and commodities price increases and the Companys ability to
recover such price increases; (5) successful development and market introductions of new products,
including the continued development of turbine repair processes; (6) regressive pricing pressures
on the Companys products and services, with productivity improvements as the primary means to
maintain margins; (7) success with the further development of strategic alliances with certain
turbine engine manufacturers for turbine component repair services; (8) the impact on business
conditions, and on the aerospace industry in particular, of the global terrorism threat; (9)
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; (10)
continued reliance on several major customers
8
for revenues; (11) the Companys ability to continue to have access to its revolving credit
facility and to comply with the terms of its credit agreement, including financial covenants, (12)
the impact of changes in defined benefit pension plan actuarial assumptions on future
contributions; and (13) 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, 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 Companys operations are conducted in three
business segments: (1) Aerospace Component Manufacturing Group, (2) Turbine Component Services and
Repair Group, and (3) Applied Surface Concepts Group. 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, and
(iii) anticipated exploration and production activities relative to oil and gas products, etc.
A. Results of Operations
1. Fiscal Year 2007 Compared with Fiscal Year 2006
In fiscal 2007, the Company and its Irish subsidiary, SIFCO Turbine Components Limited (SIFCO
Turbine), which is a part of the Companys Turbine Component Services and Repair Group, completed
the sale of its industrial turbine engine component repair business and certain related assets
(Industrial Repair Business). In addition, in fiscal 2006, the Company and SIFCO Turbine
completed the sale of its large aerospace turbine engine component repair business and certain
related assets (Large Aero Business). The combined results of the Companys Industrial Repair and
Large Aero Businesses are reported as discontinued operations in the accompanying Consolidated
Statements of Operations.
Net sales from continuing operations in fiscal 2007 increased 27.2% to $87.3 million, compared with
$68.6 million in fiscal 2006. Income from continuing operations in fiscal 2007 was income of $8.8
million, compared with a loss of $0.1 million in fiscal 2006. Income from discontinued operations,
net of tax, which includes both the Industrial Repair and Large Aero Businesses, was a loss of $2.0
million in fiscal 2007, compared to income of $1.0 million in fiscal 2006. Included in the $2.0
million loss from discontinued operations in fiscal 2007 was (i) $2.1 million of grant income
related to the expiration of certain grants, as explained more fully in Note 4 to the Consolidated
Financial Statements in Item 8 and (ii) a loss of approximately $0.8 million from the divestiture
of the Industrial Repair Business, as explained more fully in Note 9 to the Consolidated Financial
Statements in Item 8. Included in the $1.0 million of income from discontinued operations in fiscal
2006 was a gain of approximately $4.4 million from the divestiture of the Large Aero Business, as
explained more fully in Note 9 to the Consolidated Financial Statements in Item 8.
Net income in fiscal 2007 was $6.7 million, compared with $1.0 million in fiscal 2006.
Aerospace Component Manufacturing Group (ACM Group)
Net sales in fiscal 2007 increased 36.5% to $60.0 million, compared with $43.9 million in fiscal
2006. The significant increase in the ACM Groups net sales in fiscal 2007 was due to a combination
of (i) an increase in volumes resulting from the general strength of demand in the markets which
the Company serves and (ii) an increase in product prices principally reflecting the pass-through
to customers of the increase in raw material prices incurred by the Company. 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 $7.2 million to $30.6
million in fiscal 2007, compared with $23.4 million 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
$6.5 million to $18.1 million in fiscal 2007, compared with $11.6 million in fiscal 2006. Net sales
of airframe components for large aircraft increased $2.7 million to $7.1 million in fiscal 2007,
compared with $4.4 million in fiscal 2006. Net sales of turbine engine components for large
aircraft decreased $0.1 million to $1.7 million in fiscal 2007, compared with $1.8 million in
fiscal 2006. Commercial product and non-product sales were $2.5 million and $2.7 million in fiscal
2007 and 2006, respectively.
Included in net sales in fiscal 2007 was $0.7 million related principally to certain product
pricing adjustments that were agreed to and recorded in the fourth quarter of fiscal 2007 and that
related to customer shipments that occurred during the
9
prior two quarters of fiscal 2007. Such pricing adjustments resulted principally from the
finalization, during the fourth quarter of fiscal 2007, of certain ACM Group customer negotiations
that were initiated during the first half of fiscal 2007. Of the $0.7 million in fourth quarter
pricing adjustments, $0.5 million related to net sales in the third quarter of fiscal 2007 and $0.1
million related to net sales in the second quarter of fiscal 2007.
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 $25.7 million in fiscal 2007, compared with $20.5 million 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.
In fiscal 2007, The ACM Groups total material cost of goods sold as a percentage of net product
sales decreased 1.3% compared with fiscal 2006. Availability of certain aerospace grade materials
improved somewhat in fiscal 2007, compared with fiscal 2006, resulting in the beginning of the
shortening of certain raw materials lead times.
During fiscal 2007, the ACM Groups selling, general and administrative expense increased $0.5
million to $3.7 million, or 6.1% of net sales, compared with $3.2 million, or 7.3% of net sales, in
fiscal 2006. The $0.5 million increase in fiscal 2007 was principally due to increases in the ACM
Groups compensation expense, including incentive compensation, and variable selling costs
resulting from (i) the hiring of certain additional personnel to support the growth in the ACM
Groups business and (ii) the overall significant increase in net sales and operating income during
fiscal 2007 compared with fiscal 2006.
The ACM Groups operating income in fiscal 2007 was $10.3 million, compared with $1.7 million in
fiscal 2006. Operating results improved significantly in fiscal 2007 compared with fiscal 2006 due
primarily to the positive impact on margins resulting from significantly higher production and net
sales volumes in fiscal 2007. The improved margins are due principally to (i) operating
efficiencies and the related absorption of the ACM Groups relatively high fixed operating costs
over more units of production and sales in fiscal 2007, (ii) improvements in product pricing and
(iii) a $1.2 million reduction in the LIFO provision in fiscal 2007 compared with fiscal 2006.
Turbine Component Services and Repair Group (Repair Group)
Net sales from continuing operations in fiscal 2007, which consist principally of component repair
services (including precision component machining and industrial coating) for small aerospace
turbine engines, increased 4.9% to $12.9 million, compared with $12.3 million in fiscal 2006.
During fiscal 2007, the Repair Groups selling, general and administrative expenses from continuing
operations decreased $0.2 million to $1.4 million or 10.5% of net sales, compared with $1.6
million, or 12.7% of net sales, in fiscal 2006. Included in the $1.6 million of selling, general
and administrative expenses in fiscal 2006 were $0.1 million of severance and related charges.
The Repair Groups operating income from continuing operations in fiscal 2007 was $0.7 million,
compared with $0.2 million in fiscal 2006. The improvement in operating income is principally
attributable to (i) the aforementioned reduction in selling, general and administrative expenses,
(ii) the relative product sales mix with a larger portion of sales being higher margin product
with a lower raw material/higher value-added content and (iii) the consumption of lower cost and/or
previously written down inventory.
Applied Surface Concepts Group (ASC Group)
Net sales of the ASC Group increased 16.2% to $14.3 million in fiscal 2007, compared with net sales
of $12.3 million in fiscal 2006. In fiscal 2007, product net sales, consisting of selective
electrochemical finishing equipment and solutions, increased 11.4% to $7.1 million, compared with
$6.3 million in fiscal 2006. In fiscal 2007, customized selective electrochemical finishing
contract service net sales increased 21.5% to $7.1 million, compared with $5.8 million in fiscal
2006.
During fiscal 2007, The ASC Groups selling, general and administrative expenses decreased $0.3
million to $4.4 million, or 31.0% of net sales, compared with $4.7 million, or 38.4% of net sales,
in fiscal 2006. The principal reason for the $0.3 million decrease in selling, general and
administrative expenses in fiscal 2007 as compared to fiscal 2006 was the reduction in headcount
and related expenses, which was partially offset by $0.1 million of severance and related charges
incurred in fiscal 2007.
10
The ASC Groups operating income in fiscal 2007 was $1.0 million, compared with an operating loss
of $0.6 million in fiscal 2006. Operating results improved principally due to (i) the positive
impact on margins of the significantly higher net sales volumes in fiscal 2007, while maintaining a
relatively fixed cost structure, compared with fiscal 2006 and (ii) the aforementioned $0.3 million
reduction in selling, general and administrative expenses.
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and
professional and other corporate expenses, were $1.7 million in fiscal 2007 compared $1.6 million
in fiscal 2006. During fiscal 2007, a $0.3 million reduction in compensation expense due
principally to a management restructuring (after the sale of the Large Aero Business of the Repair
Groups business that occurred in fiscal 2006) was offset by a $0.4 million increase in incentive
expense related to payments earned as a result of (i) the successful completion of certain
strategic initiatives and (ii) the Companys significantly improved operating results in fiscal
2007. Legal and professional expenses related to the sale of the Companys Industrial Repair
Business that were charged to corporate unallocated expenses in the first two quarters of fiscal
2007 were reclassified in the third quarter of fiscal 2007 to loss on sale of business, which is
included in income (loss) from discontinued operations, net of tax.
Other/General
Interest expense from continuing operations was $0.2 million in fiscal 2007, compared with a
nominal amount in fiscal 2006. The following table sets forth the weighted average interest rates
and weighted average outstanding balances under the Companys credit agreements in fiscal years
2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
Weighted Average |
|
|
Interest Rate |
|
Outstanding Balance |
|
|
Year Ended September 30, |
|
Year Ended September 30, |
Credit Agreement |
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit agreement |
|
|
8.8 |
% |
|
|
8.4 |
% |
|
$1.4 million |
|
$0.7 million |
Debt purchase agreement (1) |
|
|
N/A |
|
|
|
4.6 |
% |
|
|
N/A |
|
|
$0.7 million |
|
|
|
(1) |
|
Debt purchase agreement was with an Irish bank and was paid off during the third quarter
of fiscal 2006. Interest expense related to this debt is included in income (loss) from
discontinued operations. |
During fiscal 2007, in addition to recognizing at statutory rates the utilization of $3.6 million
of the Companys available U.S. net operating loss carry forwards, the Company (i) provided $1.8
million of U.S. deferred income taxes on the undistributed earnings of its non-U.S. subsidiaries
that are available for distribution as of September 30, 2007; (ii) reversed a substantial portion
of the valuation allowance previously established against its net deferred tax assets and,
accordingly, recognized a U.S. deferred income tax benefit of approximately $3.0 million, as
explained more fully in Note 6 to the Consolidated Financial Statements in Item 8; and (iii)
recognized the benefit of the excess tax basis of the Companys property, plant and equipment of
$0.7 million. The Companys total non-U.S. income tax provision was $0.1 million.
2. Fiscal Year 2006 Compared With Fiscal Year 2005
In fiscal 2006, the Company and SIFCO Turbine completed the sale of its Large Aero Business. The
combined results of SIFCOs Industrial Repair and Large Aero Businesses are reported in
discontinued operations in the accompanying Consolidated Statements of Operations in Item 8.
Net sales from continuing operations in fiscal 2006 increased 29.8% to $68.6 million, compared with
$52.9 million in fiscal 2005. The loss from continuing operations in fiscal 2006 was $0.1 million,
compared with $3.0 million in fiscal 2005. Income from discontinued operations, net of tax, which
includes both the Industrial Repair and Large Aero Businesses, was $1.0 million in fiscal 2006
compared with $2.8 million in fiscal 2005. Included in the $1.0 million of income from discontinued
operations in fiscal 2006, was a gain of approximately $4.4 million from the divestiture of the
Large Aero Business as explained more fully in Note 9 to the Consolidated Financial Statements in
Item 8. Included in the $2.8 million of income from discontinued operations in fiscal 2005 was a
gain of approximately $6.2 million from the sale of certain non-operating assets of the Repair
Groups Ireland operations. Net income in fiscal 2006 was $1.0 million, compared with a net loss
of $0.2 million in fiscal 2005.
11
Aerospace Component Manufacturing Group
Net sales in fiscal 2006 increased 41.8% to $43.9 million, compared with $31.0 million in fiscal
2005. 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
$8.5 million to $23.4 million in fiscal 2006, compared with $14.9 million in fiscal 2005. Net sales
of turbine engine components for small aircraft, which consist primarily of business aircraft and
regional commercial jets, as well as military transport and surveillance aircraft, increased $1.1
million to $11.6 million in fiscal 2006, compared with $10.5 million in fiscal 2005. Net sales of
airframe components for large aircraft increased $1.9 million to $4.4 million in fiscal 2006,
compared with $2.5 million in fiscal 2005. Net sales of turbine engine components for large
aircraft increased $0.9 million to $1.8 million in fiscal 2006, compared with $0.9 million in
fiscal 2005. The increase in the ACM Groups net sales volumes during fiscal 2006 is in part
attributable to an increase in the ACM Groups selling prices due to increases in raw material
prices in the market place, some of which were passed through to the ACM Groups customers. The
commercial aerospace industry continues to experience strong demand, most notably for mid-size
single-aisle aircraft as well as for regional aircraft. Other product and non-product sales were
$2.7 million and $2.2 million in fiscal 2006 and 2005, 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 $20.5 million and $13.1 million in fiscal 2006 and 2005, respectively. This
increase is attributable in part to increased military spending due to ongoing wartime demand such
as for additional military helicopters.
In fiscal 2006, the ACM Groups total material cost of goods sold as a percentage of net product
sales increased 6.2%, compared with fiscal 2005. Overall steel capacity was tight during fiscal
2006, especially for aerospace grade materials. Titanium pricing is impacted by limited world-wide
supply of titanium. These factors, coupled with increased steel demand, have resulted in higher raw
material prices. While all grades of raw material experienced cost increases during fiscal 2006,
aerospace alloy and titanium grades experienced the most significant increases.
Selling, general and administrative expenses in fiscal 2006 were $3.2 million, or 7.3% of net
sales, compared with $2.3 million, or 7.5% of net sales, in fiscal 2005. The $0.9 million increase
in selling, general and administrative expenses in fiscal 2006 was principally due to increases in
the ACM Groups compensation, including incentive compensation; provision for bad debts; consulting
services; and variable selling costs. The increases in compensation ($0.2 million) and variable
selling ($0.3 million) expenses were principally due to the significant increase in net sales and
operating income during fiscal 2006, compared with fiscal 2005.
The ACM Groups operating income in fiscal 2006 was $1.7 million, compared with operating income of
$0.2 million in fiscal 2005. Operating results were positively impacted in fiscal 2006 compared
with fiscal 2005 due to the positive impact on margins resulting from significantly higher sales
volumes, partially offset by a $2.1 million increase in the LIFO provision, which increase was due
principally to the increased cost of raw material steel being experienced within the ACM Groups
industry as well as increases in certain other components of its manufacturing costs. The ACM
Groups business is heavy manufacturing in nature and consequently bears large fixed operating
costs. Therefore, improvements in sales volume generally result in positive impacts on operating
margins as such fixed costs are spread over more units of production, as was experienced during
fiscal 2006. Operating income in fiscal 2006 included $0.2 million of profit on sale of excess raw
material inventory, compared with $0.4 million in fiscal 2005. Operating income in fiscal 2006 was
negatively impacted by a $0.4 million increase in expenditures for the purchase of new tooling and
repairs to existing tooling. Revenue associated with sales of components manufactured with new
tooling generally will be realized in future periods when such component products are shipped.
Turbine Component Services and Repair Group
Net sales from continuing operations in fiscal 2006, which consist principally of component repair
services (including precision component machining and industrial coating) for small aerospace
turbine engines, increased 22.5% to $12.3 million, compared with $10.1 million in fiscal 2005.
During fiscal 2006, the Repair Groups selling, general and administrative expenses from continuing
operations increased $0.3 million to $1.6 million, or 12.7% of net sales, from $1.3 million, or
13.0% of net sales, in fiscal 2005. Included in both the $1.6 million and $1.3 million of selling,
general and administrative expenses in fiscal 2006 and 2005, respectively, were $0.1 million of
severance and related charges. The remaining selling, general and administrative expenses from
continuing operations in fiscal 2006 and 2005 were $1.5 million, or 11.8% of net sales, and $1.2
million, or 12.3% of net sales, respectively.
12
The Repair Groups operating income from continuing operations in fiscal 2006 was $0.2 million,
compared with an operating loss of $1.7 million in fiscal 2005. The improvement in operating
income is principally attributable to the positive impact on margins of the significantly higher
net sales volumes in fiscal 2006, while maintaining a relatively fixed cost structure, compared
with fiscal 2005.
Applied Surface Concepts Group
Net sales of the ASC Group increased 4.5% to $12.3 million in fiscal 2006, compared with net sales
of $11.8 million in fiscal 2005. In fiscal 2006, product net sales, consisting of selective
electrochemical finishing equipment and solutions, increased 5.1% to $6.3 million, compared with
$6.0 million in fiscal 2005. In fiscal 2006, customized selective electrochemical finishing
contract service net sales increased 5.4% to $5.8 million, compared with $5.5 million in fiscal
2005. The increase in net sales in 2006 is principally attributable to (i) an increase in sales to
the oil and gas industry, which remained strong in both the exploration and production sectors and
(ii) $0.9 million of net sales generated by the ASC Groups Swedish operation that was acquired
during the first quarter of fiscal 2006.
The ASC Groups selling, general and administrative expenses in fiscal 2006 were $4.7 million, or
38.4% of net sales, compared with $4.4 million, or 37.4% of net sales, in fiscal 2005. The $0.3
million increase in selling, general and administrative expenses in fiscal 2006 is attributable to
an increase in compensation and related benefit expenses due principally to certain positions being
filled in fiscal 2006, which were open in fiscal 2005, in anticipation of higher sales volumes in
fiscal 2006 that did not materialize.
The ASC Groups operating loss was $0.6 million in fiscal 2006 compared with operating income of
$0.8 million in fiscal 2005 due in part to the above noted items. In addition, operating results
were negatively impacted by (i) a shift, during the fiscal 2006, in sales mix to fewer large volume
contract service jobs resulting in a decline in operating efficiencies generally associated with
such jobs, (ii) expenses related to the costs of relocating two of the Groups facilities as well
as the cost of operating inefficiencies experienced during the relocations, and (iii) higher
precious metal raw material costs, which could not be immediately passed on to customers.
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and
professional and other corporate expenses, were $1.6 million in both fiscal 2006 and 2005. Included
in the $1.6 million of corporate unallocated expenses in fiscal 2006 were $0.3 million of incentive
expenses. Included in the $1.6 million of corporate unallocated expenses in fiscal 2005 were $0.3
million of severance and related employee benefit expenses incurred as a result of a reorganization
of personnel. The remaining corporate unallocated expenses in both fiscal 2006 and 2005 were $1.3
million.
Other/General
Interest expense from continuing operations was a nominal amount in fiscal 2006 compared with $0.2
million in fiscal 2005. The following table sets forth the weighted average interest rates and
weighted average outstanding balances under the Companys credit agreements in fiscal years 2006
and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
Weighted Average |
|
|
Interest Rate |
|
Outstanding Balance |
|
|
Year Ended September 30, |
|
Year Ended September 30, |
Credit Agreement |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial development variable rate demand
revenue bond (1) |
|
|
N/A |
|
|
|
1.8 |
% |
|
|
N/A |
|
|
$0.6 million |
Term note (1) |
|
|
N/A |
|
|
|
7.7 |
% |
|
|
N/A |
|
|
$0.8 million |
Revolving credit agreement |
|
|
8.4 |
% |
|
|
6.4 |
% |
|
$0.7 million |
|
$1.7 million |
Debt purchase agreement (2) |
|
|
4.6 |
% |
|
|
3.6 |
% |
|
$0.7 million |
|
|
|
|
|
|
|
(1) |
|
Industrial development variable rate demand revenue bond and the term note were paid
off during the first quarter of fiscal 2005. |
|
(2) |
|
Debt purchase agreement was entered into on September 29, 2005 and was paid off during
the third quarter of fiscal 2006. |
13
In fiscal 2006 and 2005, the income tax benefit related to the Companys U.S. operating losses was
offset by a valuation allowance based upon an assessment of the Companys ability to realize such
benefits. In assessing the Companys ability to realize its deferred tax assets, management
considered the scheduled reversal of deferred tax liabilities, projected future taxable income and
tax planning strategies. Future reversal of the valuation allowance will be achieved either when
the tax benefit is realized or when it has been determined that it is more likely than not that the
benefit will be realized through future taxable income. A deferred tax asset of $0.6 million was
recognized in fiscal 2004 and was attributable to the gain on the completion of the disposal of a
building and land in fiscal 2005 that was part of the Repair Groups Irish operations, and that was
recognized for Irish income tax purposes in fiscal 2004 but was recognized for financial reporting
purposes in fiscal 2005 in conformity with accounting principles generally accepted in the United
States of America. The Company also recorded a U.S. income tax provision in fiscal 2005 under the
American Jobs Creation Act of 2004 for a dividend it received from its non-U.S. subsidiaries.
B. Liquidity and Capital Resources
Cash and cash equivalents increased to $5.5 million at September 30, 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 $4.4 million of cash (of which $1.1 million was from
continuing operations) in fiscal 2007, compared with $1.9 million of cash consumed by operating
activities (of which $0.6 million was used by continuing operations) in fiscal 2006. The $1.1
million of cash used for operating activities from continuing operations in fiscal 2007 was
primarily due to (i) $11.4 million of income from continuing operations before depreciation expense
and a deferred tax benefit; offset by (ii) a $3.5 million increase in accounts receivable and a
$9.2 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, and (iii) the relative timing of payments to suppliers.
Capital expenditures were $1.4 million (of which $0.9 million was from continuing operations) in
fiscal 2007 compared to $1.3 million (of which $1.1 million was from continuing operations) in
fiscal 2006. Fiscal 2007 capital expenditures from continuing operations consist of $0.5 million by
the ACM Group, $0.3 million by the ASC Group and $0.1 million by the Repair Group. The Company
anticipates that capital expenditures will be within the range of $3.0 to $4.0 million in fiscal
2008 to support the projected growth in the Companys businesses.
In fiscal 2007, the Repair Group completed the sale of its Industrial Repair Business and certain
related assets. This sale generated net cash proceeds of approximately $4.4 million during fiscal
2007.
At September 30, 2007, the Company has a $6.0 million revolving credit agreement with a bank,
subject to sufficiency of collateral, which expires on October 1, 2008 and bears interest at the
banks base rate plus 0.50%. The interest rate was 8.25% at September 30, 2007. A 0.375% commitment
fee is incurred on the unused balance of the revolving credit agreement. At September 30, 2007,
$2.6 million was outstanding and the Company had $3.4 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 United States of America 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 applicable covenants at September 30, 2007.
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 and capital expenditure requirements through the end of fiscal year 2008.
14
C. Off-Balance Sheet Arrangements
The Company does not have any obligations that meet the definition of an off-balance sheet
arrangement and that have, or are reasonably likely to have, a material effect on the Companys
financial condition or results of operations.
D. Other Contractual Obligations
The following table summarizes the Companys outstanding contractual obligations and other
commercial commitments at September 30, 2007 and the effect such obligations are expected to have
on liquidity and cash flow in future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
(Amounts in thousands) |
|
|
|
|
|
|
|
Less than |
|
|
>1 up to |
|
|
>3 up to |
|
|
More than |
|
Other Contractual Obligations |
|
Total |
|
|
1 year |
|
|
3 years |
|
|
5 years |
|
|
5 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt obligations |
|
$ |
10 |
|
|
$ |
1 |
|
|
$ |
2 |
|
|
$ |
2 |
|
|
$ |
5 |
|
Capital lease obligations |
|
|
538 |
|
|
|
140 |
|
|
|
253 |
|
|
|
145 |
|
|
|
|
|
Operating lease obligations |
|
|
1,541 |
|
|
|
457 |
|
|
|
771 |
|
|
|
313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,089 |
|
|
$ |
598 |
|
|
$ |
1,026 |
|
|
$ |
460 |
|
|
$ |
5 |
|
|
|
|
Excluded from the foregoing Other Contractual Obligations table are open purchase orders at
September 30, 2007 for raw materials and supplies required in the normal course of business.
Included in other long-term liabilities in the Companys balance sheet as of September 30, 2007 is
$1.0 million of liabilities related to the Companys defined benefit pension plans and
approximately $1.2 million of net deferred tax liabilities. The Company is expected to fund $1.4
million of pension obligations in fiscal 2008.
E. Outlook
The Companys Repair and ACM Groups businesses continue to be heavily dependent upon the strength
of the commercial airlines as well as aircraft and related engine manufacturers. Consequently, the
performance of the domestic and international air transport industry directly and significantly
impacts the performance of the Repair and ACM Groups businesses.
The financial condition of many airlines in the U.S. and throughout the world, while showing
improvement, continues to be weak. The U.S. airline industry has received U.S. government
assistance, while some airlines have entered and/or proceeded through the bankruptcy reorganization
process, and others continue to pursue major restructuring initiatives, which appear to have had a
positive impact on operating results in recent periods. Modest improvements in the commercial
airlines and increased demand in the aircraft and related engine industries have been complemented
by increases in U.S. military spending for aircraft and related components. The air transport
industrys long-term outlook has been one of continued, steady growth. Such outlook suggests the
need for additional aircraft and, therefore, growth in the requirement for airframe and engine
components as well as aerospace turbine engine repairs. The air transport industry is currently
benefiting from several favorable trends including: (i) projected growth in air traffic, (ii) the
beginning of major replacement and refurbishment cycles driven by the desire for more fuel
efficient aircraft and fleet commonality, and (iii) the increased use of wide-body aircraft.
Managements current outlook for the air transport industry continues to remain favorable, with
expected growth through at least 2011.
It is difficult to determine the potential long-term impact that the aforementioned factors may
have on air travel and the demand for the products and services provided by the Company. Lack of
continued improvement could result in credit risk associated with serving the financially troubled
airlines and/or their suppliers. All of these consequences, to the extent that they may occur,
could negatively impact the Companys net sales, operating profits and cash flows. However, in
light of the current business environment, the Company believes that cash on-hand, funds available
under its revolving credit agreement, and anticipated funds generated from operations will be
adequate to meet its liquidity needs through the foreseeable future.
15
F. Critical Accounting Policies and Estimates
Allowances for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated losses resulting from the
inability of certain customers to make required payments. The Company evaluates the adequacy of
its allowances for doubtful accounts each quarter based on the customers credit-worthiness,
current economic trends or market conditions, past collection history, aging of outstanding
accounts receivable and specific identified risks. As these factors change, the Companys
allowances for doubtful accounts may change in subsequent periods. Historically, losses have been
within managements expectations and have not been significant.
Inventories
The Company maintains allowances for obsolete and excess inventory. The Company evaluates its
allowances for obsolete and excess inventory each quarter. Each business segment maintains formal
policies, which require at a minimum that reserves be established based on an analysis of the age
of the inventory on a product-by-product basis. In addition, if the Company learns of specific
obsolescence, other than that identified by the aging criteria, an additional reserve will be
recognized as well. Specific obsolescence may arise due to a technological or market change, or
based on cancellation of an order. Managements judgment is necessary in determining the realizable
value of these products to arrive at the proper allowance for obsolete and excess inventory.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets, including property, plant and
equipment, at least annually or when events and circumstances warrant such a review. This review
is performed using estimates of future undiscounted cash flows, which include proceeds from
disposal of assets. If the carrying value of a long-lived asset is greater than the estimated
undiscounted future cash flows, and if such excess carrying value is determined to be permanent,
then the long-lived asset is considered impaired and an impairment charge is recorded for the
amount by which the carrying value of the long-lived asset exceeds its fair value.
The Company has a significant amount of property, plant and equipment. The determination as to
whether events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable involves judgment. The Company believes that its estimate of future undiscounted cash
flows is a critical accounting estimate because (i) it requires the Company to make assumptions
about future results and (ii) the recognition of an impairment charge could have a material impact
on the Companys financial position and results of operations.
In projecting future undiscounted cash flows, the Company relies on internal budgets and forecasts,
and projected proceeds upon disposal of long-lived assets. The Companys budgets and forecasts
are based on historical results and anticipated future market conditions, such as the general
business climate and the effectiveness of competition.
The Company believes that its estimates of future undiscounted cash flows and fair value are
reasonable; however, changes in estimates of such undiscounted cash flows and fair value could
change the Companys estimates of fair value. Further, actual results can differ significantly
from assumptions used by the Company in making its estimates. Future changes in the Companys
estimates could result in future impairment charges.
Valuation of deferred tax allowance
The Company accounts for deferred taxes in accordance with SFAS No. 109, Accounting for Income
Taxes, whereby the Company recognizes an income tax benefit related to its consolidated net losses
and other temporary differences between financial reporting basis and tax reporting basis. At
September 30, 2007, the Companys net deferred tax liability before any valuation allowance was
$0.7 million.
At September 30, 2006, the income tax benefit related to its consolidated net losses and other
temporary differences between financial reporting basis and tax reporting basis was offset by a
valuation allowance of $4.6 million based on an assessment of the Companys ability to realize such
benefits. In assessing the Companys ability to realize its deferred tax assets, management
considered the scheduled reversal of deferred tax liabilities, projected future taxable income and
tax planning strategies. During fiscal 2007, the Company reversed a substantial majority of the
valuation allowance based on the Companys determination that, at this time, it is more likely than
not that the benefit will be realized through future taxable income.
16
G. Impact of Newly Issued Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurement. This Statement defines
fair value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value measurements, the FASB
having previously concluded in those accounting pronouncements that fair value is the relevant
measurement attribute. Accordingly, this statement does not require any new fair value
measurements. However, for some entities, the application of this statement will change current
practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. The adoption of this
statement is not expected to have a material impact on the Companys financial position or results
of its operations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
In the ordinary course of business, the Company is subject to foreign currency and interest rate
risk. The risks primarily relate to the sale of the Companys products in transactions denominated
in non-U.S. dollar currencies (the euro, pound sterling and the 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.
The Company believes that inflation has not materially affected its results of operations in 2007,
and does not expect inflation to be a significant factor in fiscal 2008.
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. For the Companys 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 expire
within one year. However, such risk is mitigated only for the periods for which the Company has
foreign currency exchange contracts in effect, and only to the extent of the U.S. dollar amounts of
such contracts. At September 30, 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 September 30, 2007, the Companys assets and liabilities denominated in the pound sterling, the
euro and Swedish krona were as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pound Sterling |
|
Euro |
|
Swedish Krona |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
77 |
|
|
|
216 |
|
|
|
190 |
|
Accounts receivable |
|
|
194 |
|
|
|
544 |
|
|
|
1,624 |
|
Accounts payable |
|
|
34 |
|
|
|
505 |
|
|
|
109 |
|
Accrued liabilities |
|
|
49 |
|
|
|
126 |
|
|
|
2,172 |
|
B. Interest Rate Risk
The Companys primary interest rate risk exposure results from the variable interest rate
mechanisms associated with the Companys long-term debt consisting of a revolving credit agreement
with a U.S. bank. If interest rates were to increase or decrease 100 basis points (1%) from the
September 30, 2007 rate, and assuming no change in the amount outstanding under the revolving
credit agreement, annual interest expense to the Company would be nominally impacted. The
Companys sensitivity analyses of the effects of changes in interest rates do not consider the
impact of a potential change in the level of variable rate borrowings or derivative instruments
outstanding that could take place if these hypothetical conditions prevail.
17
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of SIFCO Industries, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of SIFCO Industries, Inc. (an Ohio
Corporation) and Subsidiaries as of September 30, 2007 and 2006, and the related consolidated
statements of operations, shareholders equity, and cash flows for each of the three years in the
period ended September 30, 2007. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of SIFCO Industries, Inc. and Subsidiaries as of
September 30, 2007 and 2006, and the results of their operations and their cash flows for each of
the three years in the period ended September 30, 2007 in conformity with accounting principles
generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. Schedule II is presented for purposes of additional analysis and is not a
required part of the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements taken as a whole.
As discussed in Note 1 to the consolidated financial statements, the Company has adopted Financial
Accounting Standards Board Statement No. 158, Employers Accounting for Defined Benefit and Other
Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106 and 132(R) in 2007.
/s/ GRANT THORNTON LLP
Cleveland, Ohio
December 4, 2007.
18
SIFCO Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
87,255 |
|
|
$ |
68,606 |
|
|
$ |
52,863 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold |
|
|
65,835 |
|
|
|
57,662 |
|
|
|
45,593 |
|
Selling, general and administrative expenses |
|
|
11,173 |
|
|
|
11,106 |
|
|
|
9,697 |
|
Loss (Gain) on disposal of operating assets |
|
|
(137 |
) |
|
|
89 |
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
76,871 |
|
|
|
68,857 |
|
|
|
55,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
10,384 |
|
|
|
(251 |
) |
|
|
(2,510 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
(4 |
) |
|
|
(52 |
) |
|
|
(12 |
) |
Interest expense |
|
|
167 |
|
|
|
77 |
|
|
|
184 |
|
Foreign currency exchange loss (gain), net |
|
|
(20 |
) |
|
|
6 |
|
|
|
(12 |
) |
Other income, net |
|
|
(14 |
) |
|
|
(247 |
) |
|
|
(246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before
income tax provision |
|
|
10,255 |
|
|
|
(35 |
) |
|
|
(2,424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
|
1,483 |
|
|
|
14 |
|
|
|
541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
8,772 |
|
|
|
(49 |
) |
|
|
(2,965 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of tax |
|
|
(2,044 |
) |
|
|
1,009 |
|
|
|
2,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
6,728 |
|
|
$ |
960 |
|
|
$ |
(196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.67 |
|
|
$ |
(0.01 |
) |
|
$ |
(0.57 |
) |
Diluted |
|
$ |
1.66 |
|
|
$ |
(0.01 |
) |
|
$ |
(0.57 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share from discontinued operations, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.39 |
) |
|
$ |
0.19 |
|
|
$ |
0.53 |
|
Diluted |
|
$ |
(0.39 |
) |
|
$ |
0.19 |
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.28 |
|
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
Diluted |
|
$ |
1.27 |
|
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares (basic) |
|
|
5,246 |
|
|
|
5,222 |
|
|
|
5,224 |
|
Weighted-average number of common shares (diluted) |
|
|
5,286 |
|
|
|
5,227 |
|
|
|
5,228 |
|
See notes to consolidated financial statements.
19
SIFCO Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
2007 |
|
2006 |
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
5,510 |
|
|
$ |
4,744 |
|
Receivables, net |
|
|
19,473 |
|
|
|
18,652 |
|
Inventories |
|
|
16,897 |
|
|
|
8,052 |
|
Deferred income taxes |
|
|
2,423 |
|
|
|
|
|
Refundable income taxes |
|
|
|
|
|
|
188 |
|
Prepaid expenses and other current assets |
|
|
370 |
|
|
|
601 |
|
Assets held for sale |
|
|
3,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
47,862 |
|
|
|
32,237 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment: |
|
|
|
|
|
|
|
|
Land |
|
|
580 |
|
|
|
577 |
|
Buildings |
|
|
9,727 |
|
|
|
11,671 |
|
Machinery and equipment |
|
|
33,234 |
|
|
|
43,636 |
|
|
|
|
|
|
|
43,541 |
|
|
|
55,884 |
|
Accumulated depreciation |
|
|
32,971 |
|
|
|
41,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
10,570 |
|
|
|
14,059 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
2,457 |
|
|
|
2,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
60,889 |
|
|
$ |
48,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
87 |
|
|
$ |
52 |
|
Accounts payable |
|
|
9,735 |
|
|
|
10,454 |
|
Accrued liabilities |
|
|
5,690 |
|
|
|
6,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
15,512 |
|
|
|
17,226 |
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of current maturities |
|
|
2,986 |
|
|
|
427 |
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
3,655 |
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities |
|
|
1,958 |
|
|
|
5,838 |
|
|
|
|
|
|
|
|
|
|
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 5,281 shares in 2007 and 5,222 shares in
2006 |
|
|
5,281 |
|
|
|
5,222 |
|
Additional paid-in capital |
|
|
6,352 |
|
|
|
6,323 |
|
Retained earnings |
|
|
29,828 |
|
|
|
23,100 |
|
Accumulated other comprehensive loss |
|
|
(4,683 |
) |
|
|
(9,462 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
36,778 |
|
|
|
25,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
60,889 |
|
|
$ |
48,775 |
|
|
|
|
See notes to consolidated financial statements.
20
SIFCO Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
6,728 |
|
|
$ |
960 |
|
|
$ |
(196 |
) |
Loss (income) from discontinued operations, net of tax |
|
|
2,044 |
|
|
|
(1,009 |
) |
|
|
(2,769 |
) |
Adjustments to reconcile net income (loss) to net cash used for operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,447 |
|
|
|
1,407 |
|
|
|
1,370 |
|
Gain on disposal of property, plant and equipment |
|
|
(141 |
) |
|
|
(1,061 |
) |
|
|
(29 |
) |
Deferred income taxes |
|
|
1,208 |
|
|
|
34 |
|
|
|
|
|
Share transactions under employee stock plan |
|
|
88 |
|
|
|
139 |
|
|
|
73 |
|
Asset impairment charges |
|
|
|
|
|
|
289 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
(3,512 |
) |
|
|
(2,946 |
) |
|
|
(2,177 |
) |
Inventories |
|
|
(9,197 |
) |
|
|
(279 |
) |
|
|
(1,506 |
) |
Refundable income taxes |
|
|
8 |
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
11 |
|
|
|
79 |
|
|
|
(694 |
) |
Other assets |
|
|
888 |
|
|
|
3 |
|
|
|
(98 |
) |
Accounts payable |
|
|
(148 |
) |
|
|
2,408 |
|
|
|
1,163 |
|
Accrued liabilities |
|
|
371 |
|
|
|
204 |
|
|
|
232 |
|
Other long-term liabilities |
|
|
(915 |
) |
|
|
(792 |
) |
|
|
266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for operating activities of continuing operations |
|
|
(1,120 |
) |
|
|
(564 |
) |
|
|
(4,365 |
) |
Net cash used for operating activities of discontinued
operations |
|
|
(3,248 |
) |
|
|
(1,317 |
) |
|
|
(323 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(874 |
) |
|
|
(1,141 |
) |
|
|
(1,434 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
63 |
|
|
|
1,150 |
|
|
|
2,617 |
|
Acquisition of business |
|
|
|
|
|
|
(434 |
) |
|
|
|
|
Other |
|
|
118 |
|
|
|
139 |
|
|
|
33 |
|
|
|
|
Net cash provided by (used for) investing activities of
continuing operations |
|
|
(693 |
) |
|
|
(286 |
) |
|
|
1,216 |
|
Net cash provided by investing activities of discontinued
operations |
|
|
3,228 |
|
|
|
7,533 |
|
|
|
7,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from revolving credit agreement |
|
|
32,091 |
|
|
|
18,416 |
|
|
|
24,189 |
|
Repayments of revolving credit agreement |
|
|
(29,908 |
) |
|
|
(17,999 |
) |
|
|
(27,296 |
) |
Proceeds from other indebtedness |
|
|
180 |
|
|
|
287 |
|
|
|
|
|
Repayments of long-term debt |
|
|
(236 |
) |
|
|
(297 |
) |
|
|
(7,247 |
) |
Repayments of capital lease obligations |
|
|
(75 |
) |
|
|
|
|
|
|
|
|
Dividends from foreign subsidiary |
|
|
|
|
|
|
|
|
|
|
13,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities of continuing
operations |
|
|
2,052 |
|
|
|
407 |
|
|
|
2,646 |
|
Net cash used for financing activities of discontinued operations |
|
|
|
|
|
|
(1,913 |
) |
|
|
(11,087 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
219 |
|
|
|
3,860 |
|
|
|
(4,694 |
) |
Cash and cash equivalents at beginning of year |
|
|
4,744 |
|
|
|
884 |
|
|
|
5,578 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
5,510 |
|
|
$ |
4,744 |
|
|
$ |
884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
(107 |
) |
|
$ |
(131 |
) |
|
$ |
(358 |
) |
Cash paid for income taxes, net |
|
$ |
(635 |
) |
|
$ |
(523 |
) |
|
$ |
(809 |
) |
See notes to consolidated financial statements.
21
SIFCO Industries, Inc. and Subsidiaries
Consolidated Statements of Shareholders Equity
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
Shares |
|
Total |
|
|
Common |
|
Paid-In |
|
Retained |
|
Comprehensive |
|
Unearned |
|
Held in |
|
Shareholders |
|
|
Shares |
|
Capital |
|
Earnings |
|
Loss |
|
Compensation |
|
Treasury |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2004 |
|
$ |
5,257 |
|
|
$ |
6,497 |
|
|
$ |
22,336 |
|
|
$ |
(8,867 |
) |
|
$ |
(166 |
) |
|
$ |
(255 |
) |
|
$ |
24,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
(196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(196 |
) |
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
34 |
|
Currency exchange contract adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(909 |
) |
|
|
|
|
|
|
|
|
|
|
(909 |
) |
Unrealized gain on interest rate swap
agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
125 |
|
Minimum pension liability adjustment,
net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,532 |
) |
|
|
|
|
|
|
|
|
|
|
(1,532 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,478 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share transactions under employee stock plans |
|
|
(29 |
) |
|
|
(215 |
) |
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
212 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2005 |
|
$ |
5,228 |
|
|
$ |
6,282 |
|
|
$ |
22,140 |
|
|
$ |
(11,149 |
) |
|
$ |
(60 |
) |
|
$ |
(43 |
) |
|
$ |
22,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
960 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
75 |
|
Currency exchange contract adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
288 |
|
|
|
|
|
|
|
|
|
|
|
288 |
|
Minimum pension liability adjustment, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,324 |
|
|
|
|
|
|
|
|
|
|
|
1,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option expense |
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78 |
|
Share transactions under employee stock plans |
|
|
(6 |
) |
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
60 |
|
|
|
43 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
` |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2006 |
|
$ |
5,222 |
|
|
$ |
6,323 |
|
|
$ |
23,100 |
|
|
$ |
(9,462 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
25,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
6,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,728 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,285 |
|
|
|
|
|
|
|
|
|
|
|
2,285 |
|
Minimum pension liability adjustment, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,819 |
|
|
|
|
|
|
|
|
|
|
|
2,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to initially apply SFAS No. 158,
net of tax as of September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(325 |
) |
|
|
|
|
|
|
|
|
|
|
(325 |
) |
Stock option expense |
|
|
|
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
Share transactions under employee stock plans |
|
|
59 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2007 |
|
$ |
5,281 |
|
|
$ |
6,352 |
|
|
$ |
29,828 |
|
|
$ |
(4,683 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
36,778 |
|
|
|
|
See notes to consolidated financial statements.
22
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Years ended September 30, 2007, 2006 and 2005
(Dollars in thousands, except share and per share data)
1. Summary of Significant Accounting Policies
A. DESCRIPTION OF BUSINESS
SIFCO Industries, Inc. and Subsidiaries (the Company) are engaged in the production and sale of a
variety of metalworking processes, services and products produced primarily to the specific design
requirements of its customers. The processes and services include forging, heat-treating, coating,
welding, machining and selective electrochemical finishing; and the products include forgings,
machined forged parts and other machined metal parts, remanufactured component parts for turbine
engines, and selective electrochemical finishing solutions and equipment. The Companys operations
are conducted in three business segments: (1) Aerospace Component Manufacturing Group, (2) Turbine
Component Services and Repair Group and (3) Applied Surface Concepts Group.
B. PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany accounts and transactions have been
eliminated. The U.S. dollar is the functional currency for all the Companys U.S. operations. For
these operations, all gains and losses from completed currency transactions are included in income
currently. Effective October 1, 2006, the functional currency of the Irish subsidiary is the euro
because a substantial majority of the subsidiarys transactions subsequent to September 30, 2006
are denominated in euros. Prior to October 1, 2006, the functional currency of the Irish subsidiary
was the U.S. dollar because a substantial majority of the subsidiarys transactions prior to
October 1, 2006 were denominated in 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 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 statements of shareholders equity.
C. CASH EQUIVALENTS
The Company considers all highly liquid short-term investments with original maturities of three
months or less to be cash equivalents.
D. CONCENTRATIONS OF CREDIT RISK
Receivables are presented net of allowance for doubtful accounts of $603 and $668 at September 30,
2007 and 2006, respectively. During fiscal 2007 and 2006, $214 and $135 of accounts receivable
were written off against the allowance for doubtful accounts, respectively. Bad debt expense
totaled $147, $121 and $115 in fiscal 2007, 2006 and 2005, respectively.
Most of the Companys receivables represent trade receivables due from manufacturers of turbine
engines and aircraft components and turbine engine overhaul companies located throughout the world,
including a significant concentration of U.S. based companies. Approximately 37% of the Companys
net sales in 2007 were to four (4) of its largest customers, with an additional 13% of combined net
sales to various direct subcontractors to those four (4) customers. No other single group or
customer represents greater than 5% of total net sales in 2007. The Company performs ongoing credit
evaluations of its customers financial conditions. The Company believes its allowance for
doubtful accounts is sufficient based on the credit exposures outstanding at September 30, 2007.
However, certain customers have filed for bankruptcy protection in the last several years and it is
possible that additional credit losses could be incurred if other customers seek bankruptcy
protection.
E. INVENTORY VALUATION
Inventories are stated at the lower of cost or market. Cost is determined using the last-in,
first-out (LIFO) method for approximately 80% and 59% of the Companys inventories at September
30, 2007 and 2006, respectively. Cost is determined using the specific identification method for
approximately 7% and 12% of the Companys inventories at September 30, 2007 and 2006, respectively.
The first-in, first-out (FIFO) method is used to value the remainder of the Companys
inventories.
The Company maintains allowances for obsolete and excess inventory. The Company evaluates its
allowances for obsolete and excess inventory each quarter. Each business segment maintains formal
policies, which require at a minimum that reserves be established based on an analysis of the age
of the inventory on a part-by-part basis. In addition, if the Company
learns of specific obsolescence, other than that identified by the aging criteria, an additional
reserve will be recognized as well. Specific obsolescence may arise due to a technological or
market change, or based on cancellation of an order.
23
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
F. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is generally computed using the
straight-line and the double declining balance methods. Depreciation is provided in amounts
sufficient to amortize the cost of the assets over their estimated useful lives. Depreciation
provisions are based on estimated useful lives: (i) buildings, including building improvements 5
to 50 years and (ii) machinery and equipment, including office and computer equipment 3 to 20
years.
The Company reviews the carrying value of its long-lived assets, including property, plant and
equipment, at least annually or when events and circumstances warrant such a review. This review
is performed using estimates of future undiscounted cash flows, which include proceeds from
disposal of assets. If the carrying value of a long-lived asset is greater than the estimated
undiscounted future cash flows, and if such excess carrying value is determined to be permanent,
then the long-lived asset is considered impaired and an impairment charge is recorded for the
amount by which the carrying value of the long-lived asset exceeds its fair value.
G. NET INCOME PER SHARE
The Companys net income per basic share has been computed based on the weighted-average number of
common shares outstanding. Net income per diluted share reflects the effect of the Companys
outstanding stock options under the treasury stock method. However, during periods of operating
losses, outstanding stock options are not included in the calculation of net loss per diluted share
because such inclusion would be anti-dilutive.
H. REVENUE RECOGNITION
The Company recognizes revenue in accordance with the relevant portions of the Securities and
Exchange Commissions Staff Accounting Bulletins No. 101, Revenue Recognition in Financial
Statements and No. 104, Revenue Recognition. Revenue is generally recognized when products are
shipped or services are provided to customers.
I. IMPACT OF RECENTLY ADOPTED ACCOUNTING STANDARDS
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R). This Statement
requires an employer to (i) recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) measured as the difference between plan
assets at fair value and the benefit obligationas an asset or liability in its statement of
financial position; (ii) recognize changes in that funded status in the year in which the changes
occur through comprehensive income; (iii) recognize as a component of other comprehensive income,
net of tax, the gains or losses and prior service costs or credits that arise during the period but
are not recognized as components of net periodic benefit cost pursuant to FASB Statement No. 87,
Employers Accounting for Pensions, or No. 106, Employers Accounting for Postretirement
Benefits Other Than Pensions; and (iv) measure defined benefit plan assets and obligations as of
the date of the employers fiscal year end. The Company adopted the requirement to recognize the
funded status of its defined benefit pension plans as an asset or liability in the consolidated
balance sheet as of September 30, 2007. The adoption resulted in (i) an increase of $1,138 to other
assets, (ii) an increase of $1,630 to other long-term liabilities, (iii) an increase of $167 to
deferred tax assets and (iv) an increase of $325 to accumulated other comprehensive loss. The
requirement to measure plan assets and benefit obligations as of the date of the Companys fiscal
year-end consolidated balance sheet is effective for fiscal years ending after December 15, 2008.
The Company currently uses a July 1st measurement date.
In September 2006, the U.S. Securities and Exchange Commission (SEC) released Staff Accounting
Bulletin No. 108 (SAB No. 108), Financial Statement Misstatements. SAB No. 108 expresses the
SEC staffs view regarding the process of quantifying financial statement misstatements. The
Interpretations in SAB No. 108 are being issued to address diversity in practice in quantifying
financial statement misstatements and the potential under current practice for the build up of
improper amounts on the balance sheet. SAB No. 108 is effective for annual financial statements
covering the first fiscal year ending after November 15, 2006. The Company adopted the provisions
of SAB No. 108 effective October 1, 2006. The adoption of this statement in fiscal 2007 did not
have a material impact on the Companys financial position, cash flows or results of its
operations.
24
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
In May 2005, the FASB issued Statement of Financial Accounting No. 154, Accounting Changes and
Error Corrections a replacement of Accounting Principles Board (APB) Opinion No. 20,
Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements. This statement changes the requirements for the accounting for and reporting of a
change in accounting principle. This statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition provisions. APB Opinion No.
20 previously required that most voluntary changes in accounting principle be recognized by
including in net income of the period of the change the cumulative effect of changing to the new
accounting principle. This statement requires retrospective application to prior periods
financial statements of changes in accounting principle, unless it is impracticable to determine
either the period-specific effects or the cumulative effect of the change. When it is
impracticable to determine the period-specific effects of a change in accounting principle on one
or more individual periods presented, this statement requires that the new accounting principle be
applied to the balances of assets and liabilities as of the beginning of the earliest period for
which retrospective application is practicable and that a corresponding adjustment be made to the
opening balance of retained earnings (or other appropriate components of equity or net assets in
the statement of financial position) for that period. When it is impracticable to determine the
cumulative effect of applying a change in accounting principle to all prior periods, this statement
requires that the new accounting principle be applied as if it were adopted prospectively from the
earliest date practicable. SFAS No. 154 is effective for changes in accounting principle made in
fiscal years beginning after December 15, 2005. The Company adopted SFAS No. 154 effective October
1, 2006. The adoption of this statement in fiscal year 2007 did not have a material impact on the
Companys financial position, cash flows or results of operations.
J. IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS
In June 2006, FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes an interpretation of FASB Statement No. 109, Accounting for Income Taxes. FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an entitys financial
statements and provides guidance on the recognition, derecognition, and measurement of benefits
related to an entitys uncertain tax position(s). FIN 48 is effective for fiscal years beginning
after December 15, 2006. The Company adopted FIN 48 effective October 1, 2007. The adoption of FIN
48 did not have a material impact on the Companys financial position, cash flows and results of
operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement. This Statement defines
fair value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value measurements, the FASB
having previously concluded in those accounting pronouncements that fair value is the relevant
measurement attribute. Accordingly, this statement does not require any new fair value
measurements. However, for some entities, the application of this statement will change current
practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. The adoption of this
statement is not expected to have a material impact on the Companys financial position or results
of its operations.
K. USE OF ESTIMATES
Accounting principles generally accepted in the United States require management to make a number
of estimates and assumptions relating to the reported amounts of assets and liabilities and the
disclosure of contingent liabilities, at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the period in preparing these financial
statements. Actual results could differ from those estimates.
L. STOCK-BASED COMPENSATION
Prior to the adoption of SFAS No. 123R (revised 2004) on October 1, 2005, the Company employed the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No.
123). The following pro forma information regarding net income and earnings per share was
determined as if the Company had accounted for its stock options under the fair value method
prescribed by SFAS No. 123. For purposes of pro forma disclosure, the estimated fair value of the
stock options is amortized over the options vesting periods. The pro forma information is as
follows:
25
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
|
|
|
|
|
|
|
Years Ended |
|
|
|
September 30, 2005 |
|
|
|
|
|
|
Net loss as reported |
|
$ |
(196 |
) |
Less Stock-based compensation expense determined under fair
value based method for all awards, net of related tax effects |
|
|
57 |
|
|
|
|
|
Pro forma net loss as if the fair value based method
had been applied to all awards |
|
$ |
(253 |
) |
|
|
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
Basic as reported |
|
$ |
(0.04 |
) |
Basic pro forma |
|
$ |
(0.05 |
) |
Diluted as reported |
|
$ |
(0.04 |
) |
Diluted pro forma |
|
$ |
(0.05 |
) |
M. DERIVATIVE FINANCIAL INSTRUMENTS
The Company has from time-to-time utilized foreign currency exchange contracts as part of the
management of its foreign currency risk exposure. The Company has no financial instruments held
for trading purposes. All financial instruments are put into place to hedge specific exposure. To
qualify as a hedge, the item to be hedged must expose the Company to foreign currency risk and the
hedging instrument must effectively reduce that risk. If the financial instrument is designated as
a cash flow hedge, the effective portions of changes in the fair value of the financial instrument
are recorded in accumulated other comprehensive loss in the shareholders equity section of the
consolidated balance sheets. Ineffective portions of changes in the fair value of the financial
instrument, to the extent they may exist, are recognized in the consolidated statements of
operations.
Historically, the Company has been able to mitigate the impact of foreign currency risk by means of
hedging such risk through the use of foreign currency exchange contracts, which typically expire
within one year. However, such risk is mitigated only for the periods for which the Company has
foreign currency exchange contracts in effect, and only to the extent of the U.S. dollar amounts of
such contracts. At September 30, 2007 and 2006, the Company had no forward exchange contracts
outstanding.
N. RESEARCH AND DEVELOPMENT
Research and development costs from continuing operations are expensed as incurred. Research and
development expense from continuing operations was approximately $880, $622 and $760 in fiscal
2007, 2006 and 2005, respectively.
O. ACCUMULATED OTHER COMPREHENSIVE LOSS
Comprehensive income (loss) is included on the Consolidated Statements of Shareholders Equity.
The components of accumulated other comprehensive loss as shown on the Consolidated Balance Sheets
at September 30 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
$ |
(4,358 |
) |
|
$ |
(6,643 |
) |
|
$ |
(6,718 |
) |
Currency exchange contract adjustment |
|
|
|
|
|
|
|
|
|
|
(288 |
) |
SFAS No. 158 net pension liability, net of tax |
|
|
(325 |
) |
|
|
|
|
|
|
|
|
Minimum pension liability adjustment, net of
tax |
|
|
|
|
|
|
(2,819 |
) |
|
|
(4,143 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive loss |
|
$ |
(4,683 |
) |
|
$ |
(9,462 |
) |
|
$ |
(11,149 |
) |
|
|
|
P. RECLASSIFICATIONS
Certain amounts in prior years have been reclassified to conform to the 2007 consolidated financial
statement presentation.
26
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
2. Inventories
Inventories at September 30 consist of:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Raw materials and supplies |
|
$ |
7,579 |
|
|
$ |
3,220 |
|
Work-in-process |
|
|
6,433 |
|
|
|
3,222 |
|
Finished goods |
|
|
2,885 |
|
|
|
1,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total inventories |
|
$ |
16,897 |
|
|
$ |
8,052 |
|
|
|
|
If the FIFO method had been used for the entire Company, inventories would have been $7,191 and
$6,860 higher than reported at September 30, 2007 and 2006, respectively.
3. Accrued Liabilities
Accrued liabilities at September 30 consist of:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Accrued employee compensation and benefits |
|
$ |
2,199 |
|
|
$ |
1,692 |
|
Accrued workers compensation |
|
|
1,190 |
|
|
|
1,247 |
|
Accrued pension |
|
|
|
|
|
|
572 |
|
Accrued income taxes |
|
|
358 |
|
|
|
822 |
|
Accrued royalties |
|
|
394 |
|
|
|
823 |
|
Accrued legal and professional |
|
|
252 |
|
|
|
274 |
|
Other accrued liabilities |
|
|
1,297 |
|
|
|
1,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accrued liabilities |
|
$ |
5,690 |
|
|
$ |
6,720 |
|
|
|
|
4. Government Grants
The Company has 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 that 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 during fiscal 2007. Therefore, the
Company will not be required to repay such grants and, accordingly, the Company recognized grant
income of $2,143 in income (loss) from discontinued operations, net of tax, during fiscal 2007 in
the accompanying consolidated statement of operations. In addition, primarily as a result of an
amendment to and expiration of certain grant agreements during fiscal year 2006, the Company
recognized grant income, in income (loss) from discontinued operations, of $746 in fiscal 2006. The
unamortized portion of deferred grant revenue is recorded in other long-term liabilities at
September 30, 2007 and September 30, 2006, which amounted to $421 and $2,423, respectively. The
majority of the Companys grants were 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. The Company recognized grant income of $66 in fiscal 2005.
27
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
5. Long-Term Debt
Long-term debt at September 30 consists of:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Revolving credit agreement |
|
$ |
2,600 |
|
|
$ |
417 |
|
Other |
|
|
10 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bank debt |
|
|
2,610 |
|
|
|
479 |
|
Capital lease obligations |
|
|
463 |
|
|
|
|
|
Less current maturities |
|
|
87 |
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
2,986 |
|
|
$ |
427 |
|
|
|
|
At September 30, 2007, the Company has a $6,000 revolving credit agreement with a bank subject to
sufficiency of collateral that expires on October 1, 2008 and bears interest at the banks base
rate plus 0.50%. The interest rate was 8.25% and 8.75% at September 30, 2007 and 2006,
respectively. The daily average balance outstanding against the revolving credit agreement was
$1,363 and $665 during 2007 and 2006, respectively. A commitment fee of 0.375% is incurred on the
unused balance. At September 30, 2007, the Company had $3,355 available under its $6,000 revolving
credit agreement. The Companys revolving credit agreement is secured by substantially all of the
Companys assets located in the United States of America 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 applicable covenants at September 30, 2007.
6. Income Taxes
The components of income (loss) from continuing operations before income tax provision are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
U.S |
|
$ |
9,876 |
|
|
$ |
155 |
|
|
$ |
(2,466 |
) |
Non-U.S |
|
|
379 |
|
|
|
190 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
before income tax
provision |
|
$ |
10,255 |
|
|
$ |
(35 |
) |
|
$ |
(2,424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The income tax provision consists
of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax provision: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal |
|
$ |
95 |
|
|
$ |
|
|
|
$ |
524 |
|
U.S. state and local |
|
|
115 |
|
|
|
|
|
|
|
|
|
Non-U.S |
|
|
65 |
|
|
|
14 |
|
|
|
17 |
|
|
|
|
Total current tax provision |
|
|
275 |
|
|
|
14 |
|
|
|
541 |
|
Deferred income tax provision
(benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal |
|
|
1,276 |
|
|
|
|
|
|
|
|
|
U.S. state and local |
|
|
(83 |
) |
|
|
|
|
|
|
|
|
Non-U.S |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax provision |
|
|
1,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
1,483 |
|
|
$ |
14 |
|
|
$ |
541 |
|
|
|
|
|
28
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The income tax provision differs from amounts currently payable or refundable due to certain items
reported for financial statement purposes in periods that differ from those in which they are
reported for tax purposes. The income tax provision in the accompanying consolidated statements of
operations differs from amounts determined by using the statutory rate as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax provision |
|
$ |
10,255 |
|
|
$ |
(35 |
) |
|
$ |
(2,424 |
) |
Less-U.S. state and local income tax provision |
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before U.S. and non-U.S. income
tax provision |
|
$ |
10,223 |
|
|
$ |
(35 |
) |
|
$ |
(2,424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) at U.S. federal
statutory rate |
|
|
3,476 |
|
|
|
(12 |
) |
|
|
(824 |
) |
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. loss (income) for which no U.S. federal tax
benefit (provision) has been recognized |
|
|
|
|
|
|
(52 |
) |
|
|
838 |
|
Non-US income for which no U.S. federal tax
provision has been recognized |
|
|
|
|
|
|
78 |
|
|
|
3 |
|
U.S. income
for which a U.S. federal tax provision has been recognized under the
American Jobs Creation Act of 2004 |
|
|
|
|
|
|
|
|
|
|
524 |
|
Business expenses not deductible for tax |
|
|
265 |
|
|
|
|
|
|
|
|
|
Recognition of excess tax basis of assets |
|
|
(704 |
) |
|
|
|
|
|
|
|
|
Undistributed earnings of non-U.S. subsidiaries |
|
|
1,837 |
|
|
|
|
|
|
|
|
|
Reversal of deferred tax valuation allowance |
|
|
(2,999 |
) |
|
|
|
|
|
|
|
|
Other |
|
|
(392 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
1,483 |
|
|
$ |
14 |
|
|
$ |
541 |
|
|
|
|
Deferred tax assets and liabilities at September 30 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net U.S. operating loss carryforwards |
|
$ |
290 |
|
|
$ |
3,924 |
|
Net non-U.S. operating loss carryforwards |
|
|
575 |
|
|
|
569 |
|
Employee benefits |
|
|
|
|
|
|
50 |
|
Investment valuation reserve |
|
|
|
|
|
|
511 |
|
Inventory reserves |
|
|
926 |
|
|
|
481 |
|
Asset impairment reserve |
|
|
122 |
|
|
|
88 |
|
Allowance for doubtful accounts |
|
|
154 |
|
|
|
176 |
|
Foreign tax credits |
|
|
2,667 |
|
|
|
442 |
|
Additional pension liability |
|
|
|
|
|
|
958 |
|
Government grants |
|
|
42 |
|
|
|
242 |
|
Net state operating loss carry forwards |
|
|
110 |
|
|
|
|
|
Alternative minimum tax credit carry forwards |
|
|
290 |
|
|
|
|
|
Other |
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
5,282 |
|
|
|
7,441 |
|
29
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
1,561 |
|
|
|
2,383 |
|
Unremitted foreign earnings |
|
|
4,136 |
|
|
|
26 |
|
Employee benefits |
|
|
301 |
|
|
|
|
|
Other |
|
|
|
|
|
|
525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
5,998 |
|
|
|
2,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets (liabilities) |
|
|
(716 |
) |
|
|
4,507 |
|
Valuation allowance |
|
|
(516 |
) |
|
|
(4,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities |
|
$ |
(1,232 |
) |
|
$ |
(101 |
) |
|
|
|
At September 30, 2007 the Company has U.S. federal and state, as well as non-U.S. tax loss
carryforwards of approximately $900, $4,900 and $5,700, respectively. The U.S. federal tax loss
carryforwards expire in 2026. The non-U.S. tax loss carryforwards do not expire.
During fiscal 2007, the Company recorded a decrease of $4,092 in the valuation allowance against
its net deferred tax assets. In assessing the Companys ability to realize its net deferred tax
assets, management considers whether it is more likely than not that some portion or all of its net
deferred tax assets may not be realized. Management considered the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this
assessment. Future reversal of the remaining valuation allowance may be achieved either when the
tax benefit is realized or when it has been determined that it is more likely than not that the
benefit will be realized through future taxable income. $2,999 of the valuation allowance reversal
was recognized in the Companys fiscal 2007 income tax provision. $958 of the valuation allowance
reversal related to the Companys minimum pension liabilities and, therefore, was recognized
through other comprehensive income. The $135 balance of the valuation allowance reversed in
fiscal year 2007 was recognized by the Companys discontinued operations.
Cumulative undistributed earnings of non-U.S. subsidiaries for which no U.S. deferred federal
income tax liabilities have been established were approximately $2,200 at September 30, 2007. The
incremental U.S. federal income tax related to any repatriation of these cumulative foreign
earnings is indeterminable currently. The incremental foreign withholding taxes associated with a
repatriation of all such earnings would approximate $53. During fiscal 2005, the Company received
distributions from the earnings of its non-U.S. subsidiaries accumulated subsequent to September
30, 2000. The Company elected to treat the $13,440 distribution from the earnings of its non-U.S.
subsidiaries in 2005 under the provisions of the American Jobs Creation Act of 2004, whereby the
qualifying portion of the distribution was eligible for favorable tax treatment.
7. Retirement Benefit Plans
The Company and certain of its subsidiaries sponsor defined benefit pension plans covering most of
its employees. The Companys funding policy for U.S. defined benefit pension plans is based on an
actuarially determined cost method allowable under Internal Revenue Service regulations. Prior to
August 1, 2006, non-U.S. defined benefit pension plans were funded in accordance with the
requirements of regulatory bodies governing the plans.
One of the Companys U.S. defined benefit pension plans, which plan covers substantially all
non-union employees of the Companys U.S. operations who were hired prior to March 1, 2003, was
frozen in 2003. Consequently, although the plan otherwise continues, the plan ceased the accrual of
additional pension benefits for service subsequent to March 1, 2003.
In 2006, the Companys Irish subsidiary advised the trustees of its two non-U.S. defined benefit
pension plans that the Company would cease making contributions to such plans effective August 1,
2006. The trustees subsequently advised the Company that (i) the trustees would wind-up both
defined benefit pension plans during fiscal 2007 and (ii) as of September 30, 2007, the trustees
have made significant progress toward the completion of the wind-up process for both such plans
with no further obligation on the part of the Company or its Irish subsidiary. For financial
reporting purposes, the Companys actions with respect to these two non-U.S. plans resulted in (i)
the curtailment of both plans in 2006, (ii) no net curtailment gain or loss being recognized in the
accompanying consolidated statement of operations for fiscal 2006, and (iii) a significant portion
of the required settlement distributions being made to plan participants in 2007.
30
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The Company uses a July 1 measurement date for its U.S. defined benefit pension plans. For 2007 and
2006, the Companys defined benefit plans had accumulated benefit obligations of $18,789 and
$27,031. Net pension expense for the Company-sponsored defined benefit pension plans consists of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
280 |
|
|
$ |
945 |
|
|
$ |
687 |
|
|
|
|
|
Interest cost |
|
|
990 |
|
|
|
1,463 |
|
|
|
1,434 |
|
|
|
|
|
Expected return on plan assets |
|
|
(1,195 |
) |
|
|
(1,616 |
) |
|
|
(1,681 |
) |
|
|
|
|
Amortization of transition asset |
|
|
|
|
|
|
|
|
|
|
(11 |
) |
|
|
|
|
Amortization of prior service cost |
|
|
132 |
|
|
|
132 |
|
|
|
132 |
|
|
|
|
|
Amortization of net (gain) loss |
|
|
105 |
|
|
|
(51 |
) |
|
|
111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension expense for defined benefit plans |
|
$ |
312 |
|
|
$ |
873 |
|
|
$ |
672 |
|
|
|
|
|
|
|
|
The status of all U.S. and non-U.S. defined benefit pension plans at September 30 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Benefit obligations: |
|
|
|
|
|
|
|
|
Benefit obligations at beginning of year |
|
$ |
27,031 |
|
|
$ |
29,808 |
|
Service cost |
|
|
280 |
|
|
|
945 |
|
Interest cost |
|
|
990 |
|
|
|
1,463 |
|
Participant contributions |
|
|
|
|
|
|
339 |
|
Actuarial (gain) loss |
|
|
(1,478 |
) |
|
|
(4,967 |
) |
Benefits paid |
|
|
(621 |
) |
|
|
(745 |
) |
Settlements / curtailments |
|
|
|
|
|
|
(415 |
) |
Plan terminations |
|
|
(8,177 |
) |
|
|
|
|
Currency translation adjustments |
|
|
764 |
|
|
|
603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligations at end of year |
|
$ |
18,789 |
|
|
$ |
27,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Plan assets: |
|
|
|
|
|
|
|
|
Plan assets at beginning of year |
|
$ |
24,905 |
|
|
$ |
22,293 |
|
Actual return on plan assets |
|
|
2,046 |
|
|
|
1,890 |
|
Employer contributions |
|
|
982 |
|
|
|
1,031 |
|
Participant contributions |
|
|
|
|
|
|
339 |
|
Benefits paid |
|
|
(621 |
) |
|
|
(745 |
) |
Settlements / curtailments |
|
|
|
|
|
|
(415 |
) |
Plan terminations |
|
|
(8,177 |
) |
|
|
|
|
Currency translation adjustments |
|
|
764 |
|
|
|
512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets at end of year |
|
$ |
19,899 |
|
|
$ |
24,905 |
|
|
|
|
31
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plans in which |
|
Plans in which |
|
|
Assets Exceed Benefit |
|
Benefit Obligations |
|
|
Obligations at |
|
Exceed Assets at |
|
|
September 30, |
|
September 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Funded Status: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets in excess of (less than) projected benefit
obligations |
|
$ |
2,330 |
|
|
$ |
1,383 |
|
|
$ |
(1,220 |
) |
|
$ |
(3,509 |
) |
Amounts recognized in accumulated other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (gain) |
|
|
(1,571 |
) |
|
|
|
|
|
|
1,484 |
|
|
|
|
|
Prior service cost |
|
|
433 |
|
|
|
|
|
|
|
145 |
|
|
|
|
|
Unrecognized net (gain) loss |
|
|
|
|
|
|
(595 |
) |
|
|
|
|
|
|
2,941 |
|
Unrecognized prior service cost |
|
|
|
|
|
|
526 |
|
|
|
|
|
|
|
185 |
|
Contribution between measurement date and fiscal year-end |
|
|
|
|
|
|
|
|
|
|
205 |
|
|
|
228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized in the consolidated balance
sheets |
|
$ |
1,192 |
|
|
$ |
1,314 |
|
|
$ |
614 |
|
|
$ |
(155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the Consolidated Balance Sheets are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
$ |
2,330 |
|
|
$ |
1,314 |
|
|
$ |
|
|
|
$ |
994 |
|
Accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(572 |
) |
Other long-term liabilities |
|
|
|
|
|
|
|
|
|
|
(1,016 |
) |
|
|
(3,396 |
) |
Accumulated other comprehensive loss pretax |
|
|
(1,138 |
) |
|
|
|
|
|
|
1,630 |
|
|
|
2,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized in the Consolidated
Balance Sheets |
|
$ |
1,192 |
|
|
$ |
1,314 |
|
|
$ |
614 |
|
|
$ |
(155 |
) |
|
|
|
The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as
components of net periodic benefit costs during 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Plans in which |
|
Plans in which |
|
|
Assets Exceed |
|
Benefit Obligations |
|
|
Benefit Obligations |
|
Exceed Assets |
|
Net loss (gain) |
|
$ |
(107 |
) |
|
$ |
34 |
|
Prior service cost |
|
|
93 |
|
|
|
40 |
|
|
|
|
|
Total |
|
$ |
(14 |
) |
|
$ |
74 |
|
|
|
|
Where applicable, the following weighted-average assumptions were used in developing the benefit
obligation and the net pension expense for defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.3 |
% |
|
|
5.4 |
% |
|
|
5.3 |
% |
Expected return on assets |
|
|
8.2 |
% |
|
|
7.2 |
% |
|
|
8.0 |
% |
Rate of compensation increase |
|
|
|
|
|
|
1.0 |
% |
|
|
3.5 |
% |
32
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following table sets forth the asset allocation of the Companys defined benefit pension plan
assets at September 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 |
|
September 30, 2006 |
|
|
Asset |
|
% Asset |
|
Asset |
|
% Asset |
|
|
Amount |
|
Allocation |
|
Amount |
|
Allocation |
Equity securities |
|
$ |
10,659 |
|
|
|
54 |
% |
|
$ |
17,186 |
|
|
|
69 |
% |
Debt securities |
|
|
5,928 |
|
|
|
30 |
% |
|
|
7,090 |
|
|
|
29 |
% |
Other securities |
|
|
3,312 |
|
|
|
16 |
% |
|
|
629 |
|
|
|
2 |
% |
|
|
|
|
Total |
|
$ |
19,899 |
|
|
|
100 |
% |
|
$ |
24,905 |
|
|
|
100 |
% |
|
|
|
Investment objectives of the Companys defined benefit plans assets are to (i) optimize the
long-term return on the plans assets while assuming an acceptable level of investment risk, (ii)
maintain an appropriate diversification across asset classes and among investment managers, and
(iii) maintain a careful monitoring of the risk level within each asset class. Asset allocation
objectives are established to promote optimal expected returns and volatility characteristics given
the long-term time horizon for fulfilling the obligations of the Companys defined benefit pension
plans. Selection of the appropriate asset allocation for the plans assets was based upon a review
of the expected return and risk characteristics of each asset class.
External consultants assist the Company with monitoring the appropriateness of the investment
strategy and the related asset mix and performance. To develop the expected long-term rate of
return assumptions on plan assets, generally the Company uses long-term historical information for
the target asset mix selected. Adjustments are made to the expected long-term rate of return
assumptions when deemed necessary based upon revised expectations of future investment performance
of the overall investments markets.
The Company expects to make contributions of $1,359 to its defined benefit pension plans during
fiscal 2008. The following benefit payments, which reflect expected future service of
participants, are expected to be paid:
|
|
|
|
|
Years Ending |
|
Projected |
September 30, |
|
Benefit Payments |
|
|
|
|
|
2008 |
|
$ |
859 |
|
2009 |
|
|
657 |
|
2010 |
|
|
728 |
|
2011 |
|
|
865 |
|
2012 |
|
|
983 |
|
2013-2017 |
|
|
6,725 |
|
The Company also contributes to a U.S. multi-employer retirement plan for certain union employees.
The Companys contributions to the plan in 2007, 2006 and 2005 were $43, $48 and $41, respectively.
Substantially all non-union U.S. employees of the Company and its U.S. subsidiaries are eligible to
participate in the Companys U.S. defined contribution plan. The Company makes a quarterly matching
contribution to this Plan equal to an amount that represents up to 5% of eligible participant
compensation. The Companys regular matching contribution expense for this defined contribution
plan in 2007, 2006 and 2005 was $229, $221 and $214, respectively. This defined contribution plan
provides that the Company may also make an additional discretionary matching contribution during
those periods in which the Company achieves certain performance levels. The Companys additional
discretionary matching contribution expense in 2007, 2006 and 2005 was $158, $0 and $0,
respectively.
The Companys United Kingdom subsidiary sponsors for certain of its employees a defined
contribution plan. The Company contributes annually 5% of eligible employees compensation, as
defined. Total contribution expense in 2007, 2006 and 2005 was $24, $31 and $40, respectively.
The Companys Swedish subsidiary sponsors, for its employees three defined contribution plans. The
Company contributes annually a percentage of eligible employees compensation, as defined. Total
contribution expense in 2007 and 2006 was $21 and $24, respectively.
33
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
8. 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). Under the 1995 Plan, the initial aggregate
number of stock options that were available to be granted was 200,000 and, at September 30, 2007,
no further options may be awarded under such Plan. The aggregate number of stock options that were
available to be granted under the 1998 Plan in any fiscal year was limited to 1.5% of the total
outstanding Common Shares of the Company as of September 30, 1998, up to a maximum of 5% of such
total outstanding shares, subject to adjustment for forfeitures. At September 30, 2007, no further
options may be awarded under 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.
Option activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options at beginning of year |
|
|
261,000 |
|
|
|
278,000 |
|
|
|
405,500 |
|
Weighted average exercise price |
|
$ |
6.55 |
|
|
$ |
6.40 |
|
|
$ |
6.24 |
|
Options granted during the year |
|
|
|
|
|
|
|
|
|
|
55,000 |
|
Weighted average exercise price |
|
$ |
|
|
|
$ |
|
|
|
$ |
3.74 |
|
Options exercised during the year |
|
|
(113,000 |
) |
|
|
|
|
|
|
(71,250 |
) |
Weighted average exercise price. |
|
$ |
8.91 |
|
|
$ |
|
|
|
$ |
4.24 |
|
Options canceled during the year |
|
|
(37,500 |
) |
|
|
(17,000 |
) |
|
|
(111,250 |
) |
Weighted average exercise price |
|
$ |
5.59 |
|
|
$ |
4.14 |
|
|
$ |
5.89 |
|
Options at end of year |
|
|
110,500 |
|
|
|
261,000 |
|
|
|
278,000 |
|
Weighted average exercise price |
|
$ |
4.46 |
|
|
$ |
6.55 |
|
|
$ |
6.40 |
|
Options exercisable at end of year |
|
|
92,500 |
|
|
|
205,750 |
|
|
|
171,625 |
|
Weighted average exercise price |
|
$ |
4.61 |
|
|
$ |
7.32 |
|
|
$ |
7.99 |
|
As of September 30, 2007 and 2006, there was $18 and $51, respectively, 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 1.3 years as of
September 30, 2007.
The following table provides additional information regarding options outstanding as of September
30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
Options |
|
Options |
|
Options Vested or |
Exercise Price |
|
Outstanding |
|
Exercisable |
|
Expected to Vest |
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.50 |
|
|
23,500 |
|
|
|
18,500 |
|
|
|
23,500 |
|
$3.74 |
|
|
37,500 |
|
|
|
24,500 |
|
|
|
37,500 |
|
$4.69 |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
15,000 |
|
$5.50 |
|
|
27,000 |
|
|
|
27,000 |
|
|
|
27,000 |
|
$6.81 |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
5,000 |
|
$6.94 |
|
|
2,500 |
|
|
|
2,500 |
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
110,500 |
|
|
|
92,500 |
|
|
|
110,500 |
|
|
|
|
|
Weighted average
remaining term |
|
5.6 years |
|
5.3 years |
|
5.6 years |
Aggregate intrinsic
value |
|
$ |
1,203 |
|
|
$ |
1,002 |
|
|
$ |
1,203 |
|
34
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
On October 1, 2005, the Company adopted Statement of Financial Accounting Standards (SFAS) No.
123R (revised 2004), Share-Based Payment. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment transactions. SFAS
No 123R (revised 2004) requires all equity instrument-based payments to employees, including grants
of employee stock options, to be recognized in the income statement based on their fair values. The
Company adopted this statement using the modified prospective method and, accordingly, prior period
results have not been restated. Under this method, the Company is required to record compensation
expense for all equity instrument-based awards granted after the date of adoption and for the
unvested portion of previously granted equity instrument-based awards that remain outstanding at
the date of adoption. Total compensation expense recognized in fiscal years 2007 and 2006 was $32
and $78, respectively. No tax benefit was recognized for this compensation expense. Prior to the
adoption of SFAS No. 123R (revised 2004) the Company employed the disclosure-only provisions of
SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). Pro forma information
required by this standard regarding net loss and net loss per share can be found in Note 1
Summary of Significant Accounting Policies. This information is required to be determined as if the
Company had accounted for its stock options granted subsequent to September 30, 1996 under the fair
value method of that standard.
The fair values of options granted in fiscal year ending September 30, 2005 were estimated at the
dates of grants using a Black-Scholes options pricing model with the following weighted average
assumptions:
|
|
|
|
|
|
|
Year Ended |
|
|
September 30, |
|
|
2005 |
Risk-free interest rate |
|
|
4.14 |
% |
Dividend yield |
|
|
0.00 |
% |
Volatility factor |
|
|
46.80 |
% |
Expected life of stock options |
|
7.0 years |
Based upon the preceding assumptions, the weighted average fair values of stock options granted
during fiscal year 2005 was $2.02 per share.
Under the Companys restricted stock program, Common Shares of the Company may be granted at no
cost to certain officers and key employees. These shares vest over either a four or five-year
period, with either 25% or 20% vesting each year, respectively. Under the terms of the program,
participants will not be entitled to dividends nor voting rights until the shares have vested.
Upon issuance of Common Shares under the program, unearned compensation equivalent to the market
value of the Common Shares at the date of award is charged to shareholders equity and subsequently
amortized to expense over the vesting periods. Compensation expense related to the amortization of
unearned compensation was $61and $69 in fiscal years 2006 and 2005, respectively. At September 30,
2006 and 2007, there was no unrecognized compensation expense related to restricted stock awards.
9. Asset Divestiture
In June, 2007, the Company and its Irish subsidiary, SIFCO Turbine Components Limited (SIFCO
Turbine), completed the sale of its industrial turbine engine component repair business to PAS
Technologies Inc. The industrial turbine engine component repair business operated in SIFCO
Turbines Cork, Ireland facility. Net cash proceeds from the sale of the business and certain
related assets, after approximately $300 of third party transaction charges, were approximately
$4,400. The assets that were sold had a net book value of approximately $4,700 (accounts
receivable, $2,100; inventory, $400; and machinery and equipment, $2,200). The Companys Repair
Group recognized a loss of approximately $800 on disposal of these assets in 2007, which loss is
included in income (loss) from discontinued operations, net of tax. Upon completion of this
transaction, the Company no longer maintains a turbine engine component repair operation in
Ireland. SIFCO Turbine retained 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. The long-term lease agreement that the Company entered into with PAS included below
market lease rates during the initial five-year term of the lease and, accordingly, the Company
recorded a loss of approximately $500 associated with such below market lease. Such loss is
included in the aforementioned $800 loss on disposal of assets. The Company agreed to guarantee the
performance by SIFCO Turbine of all of its obligations under the applicable business purchase
agreement. At September 30, 2007, assets held for sale in the Consolidated Balance Sheets consist
of SIFCO Turbines Cork Ireland facility. The Company expects to dispose of this asset within the
next 12 months.
35
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
In May, 2006, the Company and SIFCO Turbine completed the sale of the large aerospace portion of
its turbine engine component repair business and certain related assets to SR Technics.
Historically, the large aerospace portion of SIFCO Turbines turbine engine component repair
business was operated in portions of two facilities located in Cork, Ireland, one of which was sold
as part of this transaction. Net proceeds from the sale of the business and certain related assets,
after approximately $800 of third party transaction charges, were $8,950 and the assets that were
sold had a net book value of approximately $4,500. The Companys Repair Group recognized a gain of
approximately $4,400 on disposal of these assets in 2006, which gain is included in income (loss)
from discontinued operations, net of tax. SIFCO Turbine retained substantially all existing
liabilities of the business and the Company agreed to guarantee the performance by SIFCO Turbine of
all of its obligations under an applicable asset purchase agreement.
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 Statements of Operations. The financial results included in discontinued
operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
5,996 |
|
|
$ |
18,382 |
|
|
$ |
28,105 |
|
Income (loss) before income tax provision |
|
|
(2,149 |
) |
|
|
1,530 |
|
|
|
3,280 |
|
Income (loss) from discontinued operations, net of tax |
|
|
(2,044 |
) |
|
|
1,009 |
|
|
|
2,769 |
|
10. Contingencies
In the normal course of business, the Company may be involved in ordinary, routine legal actions.
The Company cannot reasonably estimate future costs, if any, related to these matters but does not
believe any such matters are material to its financial condition or results of operations. The
Company maintains various liability insurance coverages to protect its assets from losses arising
out of or involving activities associated with ongoing and normal business operations, although it
is possible that the Companys future operating results could be affected by future cost of
litigation.
The Company leases various facilities and equipment under capital and operating leases expiring at
various dates. At September 30, 2007, minimum rental commitments under non-cancelable leases are
as follows:
|
|
|
|
|
|
|
|
|
Year ending September 30, |
|
Capital Leases |
|
|
Operating Leases |
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
140 |
|
|
$ |
457 |
|
2009 |
|
|
129 |
|
|
|
413 |
|
2010 |
|
|
124 |
|
|
|
358 |
|
2011 |
|
|
117 |
|
|
|
193 |
|
2012 |
|
|
28 |
|
|
|
120 |
|
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total minimum lease payments |
|
|
538 |
|
|
$ |
1,541 |
|
|
|
|
|
|
|
|
|
Amount representing interest |
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of net minimum lease payments |
|
|
463 |
|
|
|
|
|
Less current maturities |
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term capital lease obligation |
|
$ |
377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company recorded capital leases of equipment totaling $553 in 2007. Amortization of the cost
of equipment under capital leases is included in depreciation expense. At September 30, assets
recorded under capital leases consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Machinery and equipment |
|
$ |
553 |
|
|
$ |
|
|
Accumulated depreciation |
|
|
(110 |
) |
|
|
|
|
36
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
11. Business Segments
The Company identifies reportable segments based upon distinct products manufactured and services
performed. The Turbine Component Services and Repair Group (Repair Group) consists primarily of
the repair and remanufacture of aerospace and industrial turbine engine components. The Repair
Group is also involved in precision component machining and industrial coatings for turbine engine
applications. 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 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.
One customer of two of the Companys segments in fiscal 2007 and of all three of the Companys
segments in fiscal 2006 and 2005 accounted for 13%, 12% and 19% of the Companys consolidated net
sales from continuing operations in 2007, 2006 and 2005, respectively. Another customer of all
three of the Companys segments accounted for 13%, 15% and 23% of the Companys consolidated net
sales from continuing operations in 2007, 2006 and 2005, respectively. The combined net sales to
these two customers, two other customers and to the direct subcontractors to these four customers
accounted for 50% of the Companys consolidated net sales from continuing operations in 2007.
Geographic net sales from continuing operations are based on location of customer. The United
States of America is the single largest country for unaffiliated customer sales, accounting for
77%, 77% and 80% of consolidated net sales from continuing operations in fiscal 2007, 2006 and
2005, respectively. No other single country represents greater than 10% of consolidated net sales
from continuing operations in 2007, 2006 and 2005. Net sales from continuing operations to
unaffiliated customers located in various European countries accounted for 8%, 12%, and 9% of
consolidated net sales in 2007, 2006 and 2005, respectively.
Corporate unallocated expenses represent expenses that are not of a business segment operating
nature and, therefore, are not allocated to the business segments for reporting purposes.
Corporate identifiable assets consist primarily of cash and cash equivalents.
37
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
The following table summarizes certain information regarding segments of the Companys continuing
operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
2007 |
|
2006 |
|
2005 |
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace Component Manufacturing Group |
|
$ |
59,993 |
|
|
$ |
43,941 |
|
|
$ |
30,988 |
|
Turbine Component Services and Repair Group |
|
|
12,942 |
|
|
|
12,340 |
|
|
|
10,076 |
|
Applied Surface Concepts Group |
|
|
14,320 |
|
|
|
12,325 |
|
|
|
11,799 |
|
|
|
|
|
Consolidated net sales |
|
$ |
87,255 |
|
|
$ |
68,606 |
|
|
$ |
52,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace Component Manufacturing Group |
|
$ |
10,338 |
|
|
$ |
1,673 |
|
|
$ |
157 |
|
Turbine Component Services and Repair Group |
|
|
704 |
|
|
|
246 |
|
|
|
(1,784 |
) |
Applied Surface Concepts Group |
|
|
1,030 |
|
|
|
(559 |
) |
|
|
765 |
|
Corporate unallocated expenses |
|
|
(1,688 |
) |
|
|
(1,611 |
) |
|
|
(1,648 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income (loss) |
|
|
10,384 |
|
|
|
(251 |
) |
|
|
(2,510 |
) |
Interest expense, net |
|
|
163 |
|
|
|
25 |
|
|
|
172 |
|
Foreign currency exchange loss (gain), net |
|
|
(20 |
) |
|
|
6 |
|
|
|
(12 |
) |
Other income, net |
|
|
(14 |
) |
|
|
(247 |
) |
|
|
(246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated income (loss) from continuing
operations before income tax provision (benefit) |
|
$ |
10,255 |
|
|
$ |
(35 |
) |
|
$ |
(2,424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace Component Manufacturing Group |
|
$ |
614 |
|
|
$ |
643 |
|
|
$ |
639 |
|
Turbine Component Services and Repair Group |
|
|
495 |
|
|
|
475 |
|
|
|
512 |
|
Applied Surface Concepts Group |
|
|
338 |
|
|
|
289 |
|
|
|
219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated depreciation and amortization expense |
|
$ |
1,447 |
|
|
$ |
1,407 |
|
|
$ |
1,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace Component Manufacturing Group |
|
$ |
461 |
|
|
$ |
161 |
|
|
$ |
761 |
|
Turbine Component Services and Repair Group |
|
|
90 |
|
|
|
278 |
|
|
|
225 |
|
Applied Surface Concepts Group |
|
|
323 |
|
|
|
702 |
|
|
|
448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated capital expenditures |
|
$ |
874 |
|
|
$ |
1,141 |
|
|
$ |
1,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace Component Manufacturing Group |
|
$ |
34,895 |
|
|
$ |
22,802 |
|
|
$ |
20,149 |
|
Turbine Component Services and Repair Group |
|
|
10,910 |
|
|
|
14,605 |
|
|
|
23,340 |
|
Applied Surface Concepts Group |
|
|
7,083 |
|
|
|
6,543 |
|
|
|
5,054 |
|
Corporate |
|
|
8,001 |
|
|
|
4,825 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total assets |
|
$ |
60,889 |
|
|
$ |
48,775 |
|
|
$ |
49,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales from continuing operations |
|
$ |
4,515 |
|
|
$ |
3,569 |
|
|
$ |
2,649 |
|
Operating income (loss) from continuing operations |
|
|
365 |
|
|
|
(182 |
) |
|
|
6 |
|
Identifiable assets (excluding cash) |
|
|
6,413 |
|
|
|
9,899 |
|
|
|
17,756 |
|
38
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
12. Summarized Quarterly Results of Operations (Unaudited)
During the fourth quarter of fiscal year 2007, the Company reevaluated its U.S. income tax
provision and determined that it had, during the third quarter of fiscal year 2007, incorrectly
reflected the accounting for (i) the reversal of its valuation allowance against its net deferred
tax assets and (ii) the recognition of the tax benefit resulting from the utilization in fiscal
2007 of its U.S. net operating loss carry forwards. This resulted in the understatement of the
Companys U.S. income tax provision and the overstatement of the Companys income from continuing
operations for the nine months ended June 30, 2007 in the amount of $1,780.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 Quarter Ended |
|
|
Dec. 31 |
|
March 31 |
|
June 30 |
|
Sept. 30 |
|
Net sales |
|
$ |
19,136 |
|
|
$ |
21,520 |
|
|
$ |
24,022 |
|
|
$ |
22,577 |
|
Cost of goods sold |
|
|
14,955 |
|
|
|
15,728 |
|
|
|
18,435 |
|
|
|
16,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income tax
provision |
|
|
1,603 |
|
|
|
3,077 |
|
|
|
2,513 |
|
|
|
3,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported |
|
|
31 |
|
|
|
81 |
|
|
|
(1,162 |
) |
|
|
N/A |
|
Restated |
|
|
31 |
|
|
|
81 |
|
|
|
618 |
|
|
|
753 |
|
Income from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported |
|
|
1,572 |
|
|
|
2,996 |
|
|
|
3,675 |
|
|
|
N/A |
|
Restated |
|
|
1,572 |
|
|
|
2,996 |
|
|
|
1,895 |
|
|
|
2,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of
tax |
|
|
605 |
|
|
|
(970 |
) |
|
|
(1,532 |
) |
|
|
(147 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported |
|
|
2,177 |
|
|
|
2,026 |
|
|
|
2,143 |
|
|
|
N/A |
|
Restated |
|
|
2,177 |
|
|
|
2,026 |
|
|
|
363 |
|
|
|
2,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported |
|
|
0.30 |
|
|
|
0.57 |
|
|
|
0.70 |
|
|
|
N/A |
|
Restated |
|
|
0.30 |
|
|
|
0.57 |
|
|
|
0.36 |
|
|
|
0.44 |
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported |
|
|
0.30 |
|
|
|
0.57 |
|
|
|
0.69 |
|
|
|
N/A |
|
Restated |
|
|
0.30 |
|
|
|
0.57 |
|
|
|
0.36 |
|
|
|
0.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share from discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
0.12 |
|
|
|
(0.19 |
) |
|
|
(0.29 |
) |
|
|
(0.03 |
) |
Diluted |
|
|
0.12 |
|
|
|
(0.19 |
) |
|
|
(0.29 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported |
|
|
0.42 |
|
|
|
0.39 |
|
|
|
0.41 |
|
|
|
N/A |
|
Restated |
|
|
0.42 |
|
|
|
0.39 |
|
|
|
0.07 |
|
|
|
0.41 |
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously reported |
|
|
0.42 |
|
|
|
0.38 |
|
|
|
0.40 |
|
|
|
N/A |
|
Restated |
|
|
0.42 |
|
|
|
0.38 |
|
|
|
0.07 |
|
|
|
0.40 |
|
39
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Quarter Ended |
|
|
Dec. 31 |
|
March 31 |
|
June 30 |
|
Sept. 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
13,504 |
|
|
$ |
18,553 |
|
|
$ |
18,780 |
|
|
$ |
17,769 |
|
Cost of goods sold |
|
|
11,529 |
|
|
|
14,858 |
|
|
|
15,270 |
|
|
|
16,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before
income
tax provision (benefit) |
|
|
(606 |
) |
|
|
1,123 |
|
|
|
584 |
|
|
|
(1,136 |
) |
Income tax provision (benefit) |
|
|
13 |
|
|
|
7 |
|
|
|
|
|
|
|
(6 |
) |
Income (loss) from continuing operations |
|
|
(619 |
) |
|
|
1,116 |
|
|
|
584 |
|
|
|
(1,130 |
) |
Income (loss) from discontinued operations, net of
tax |
|
|
(847 |
) |
|
|
(1,749 |
) |
|
|
2,747 |
|
|
|
858 |
|
Net income (loss) |
|
|
(1,466 |
) |
|
|
(633 |
) |
|
|
3,331 |
|
|
|
(272 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
(0.12 |
) |
|
|
0.21 |
|
|
|
0.11 |
|
|
|
(0.22 |
) |
Diluted |
|
|
(0.12 |
) |
|
|
0.21 |
|
|
|
0.11 |
|
|
|
(0.22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share from discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
(0.16 |
) |
|
|
(0.33 |
) |
|
|
0.53 |
|
|
|
0.16 |
|
Diluted |
|
|
(0.16 |
) |
|
|
(0.33 |
) |
|
|
0.53 |
|
|
|
0.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
(0.28 |
) |
|
|
(0.12 |
) |
|
|
0.64 |
|
|
|
(0.05 |
) |
Diluted |
|
|
(0.28 |
) |
|
|
(0.12 |
) |
|
|
0.64 |
|
|
|
(0.05 |
) |
13. Acquisition
On October 12, 2005, the Companys Applied Surface Concepts Group acquired the stock of Selmet
Norden AB of Rattvik, Sweden, a supplier of contract manufacturing services for selective
electrochemical finishing that primarily serves the industrial community in Scandinavia. The
acquisition was accounted for as a purchase, with the results of operations included in the
consolidated financial statements beginning with the acquisition date. The purchase price, net of
cash acquired, was $434. The purchase price allocation resulted in current assets of $198,
property, plant and equipment of $484, and current liabilities of $248. Pro forma financial
information is not presented, as the effect of the acquisition is not material to the Companys
financial position or results of operations.
40
Schedule II
SIFCO Industries, Inc. and Subsidiaries
Valuation and Qualifying Accounts
Years Ended September 30, 2007, 2006 and 2005
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
Additions |
|
|
|
|
|
|
|
|
Balance at |
|
(Reductions) |
|
(Reductions) |
|
|
|
|
|
Balance |
|
|
Beginning |
|
Charged to |
|
Charged to Other |
|
|
|
|
|
at End of |
|
|
of Period |
|
Expense |
|
Accounts |
|
Deductions |
|
Period |
|
Year Ended September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
668 |
|
|
$ |
147 |
|
|
$ |
2 |
|
|
$ |
(214 |
)(a) |
|
$ |
603 |
|
Return and allowance reserve |
|
|
63 |
|
|
|
(34 |
) |
|
|
|
|
|
|
|
(b) |
|
|
29 |
|
Inventory obsolescence reserve |
|
|
1,149 |
|
|
|
473 |
|
|
|
1 |
|
|
|
(104 |
)(c) |
|
|
1,519 |
|
Inventory LIFO reserve |
|
|
6,860 |
|
|
|
331 |
|
|
|
|
|
|
|
|
|
|
|
7,191 |
|
Asset impairment reserve |
|
|
493 |
|
|
|
|
|
|
|
|
|
|
|
(175 |
) (d) |
|
|
318 |
|
Valuation allowance for deferred taxes |
|
|
4,608 |
|
|
|
(4,092 |
) |
|
|
|
|
|
|
|
|
|
|
516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual for estimated liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workers compensation reserve |
|
|
1,247 |
|
|
|
167 |
|
|
|
|
|
|
|
(223 |
) (e) |
|
|
1,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
682 |
|
|
$ |
121 |
|
|
$ |
|
|
|
$ |
(135 |
) (a) |
|
$ |
668 |
|
Return and allowance reserve |
|
|
143 |
|
|
|
(30 |
) |
|
|
|
|
|
|
(50 |
) (b) |
|
|
63 |
|
Inventory obsolescence reserve |
|
|
1,353 |
|
|
|
167 |
|
|
|
1 |
|
|
|
(372 |
) (c) |
|
|
1,149 |
|
Inventory LIFO reserve |
|
|
4,122 |
|
|
|
2,737 |
|
|
|
|
|
|
|
|
|
|
|
6,860 |
|
Asset impairment reserve |
|
|
1,371 |
|
|
|
289 |
|
|
|
|
|
|
|
(1,167 |
) (d) |
|
|
493 |
|
Valuation allowance for deferred taxes |
|
|
5,067 |
|
|
|
(459 |
) |
|
|
|
|
|
|
|
|
|
|
4,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual for estimated liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workers compensation reserve |
|
|
1,203 |
|
|
|
275 |
|
|
|
|
|
|
|
(372 |
)(e) |
|
|
1,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
$ |
630 |
|
|
$ |
115 |
|
|
|
2 |
|
|
$ |
(65 |
) (a) |
|
$ |
682 |
|
Return and allowance reserve |
|
|
136 |
|
|
|
23 |
|
|
|
|
|
|
|
(16 |
) (b) |
|
|
143 |
|
Inventory obsolescence reserve |
|
|
1,097 |
|
|
|
485 |
|
|
|
|
|
|
|
(229 |
) (c) |
|
|
1,353 |
|
Inventory LIFO reserve |
|
|
3,518 |
|
|
|
604 |
|
|
|
|
|
|
|
|
|
|
|
4,122 |
|
Asset impairment reserve |
|
|
1,350 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
1,371 |
|
Valuation allowance for deferred taxes |
|
|
4,129 |
|
|
|
938 |
|
|
|
|
|
|
|
|
|
|
|
5,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual for estimated liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workers compensation reserve |
|
|
1,117 |
|
|
|
379 |
|
|
|
|
|
|
|
(293 |
) (e) |
|
|
1,203 |
|
|
|
|
(a) |
|
Accounts determined to be uncollectible, net of recoveries |
|
(b) |
|
Actual returns received |
|
(c) |
|
Inventory sold or otherwise disposed |
|
(d) |
|
Equipment sold or otherwise disposed |
|
(e) |
|
Payment of workers compensation claims |
41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in its reports filed or submitted under the Securities
Exchange Act of 1934 (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 September 30, 2007
(the Evaluation Date). Based upon that evaluation, the Chairman and Chief Executive Officer and
Chief Financial Officer concluded that, as of the Evaluation Date and because of the material
weakness noted below, the Companys disclosure controls and procedures (as defined in Rule
13a-15(e)) were not 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. Notwithstanding the existence of the material weakness described below, management
has concluded that the consolidated financial statements in this Form 10-K fairly present, in all
material respects, the Companys financial position, results of operations and cash flows for the
periods presented.
A material weakness is a control deficiency, or combination of control deficiencies, that result in
more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. As of June 30, 2007, the end of the Companys third
quarter of fiscal year 2007, the Company did not maintain effective controls to determine the
completeness and accuracy of it income tax provision. Subsequent to the issuance of its unaudited
consolidated condensed financial statements for the quarter ended June 30, 2007, the Company
identified an error in the calculation of its June 30, 2007 U.S. income tax provision that resulted
in a net understatement of its income tax provision of approximately $1,780,000. This resulted in
an overstatement of income from continuing operations and a corresponding overstatement of net
income of approximately $1,780,000. This control deficiency resulted in a restatement of the
Companys quarterly financial statements for its third quarter of fiscal year 2007. Accordingly,
management has determined that this control deficiency constitutes a material weakness.
Remediation of Material Weakness the Company has engaged a qualified third party to assist in
the calculation of its fiscal year end tax provision and related disclosures and intends, to the
extent considered necessary, to utilize such party for interim reporting purposes in future
periods.
There was no significant change in our internal control over financial reporting that occurred
during the fourth fiscal quarter ended September 30, 2007 that has materially affected, or that is
reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information
None
42
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth certain information regarding the executive officers of the Company.
|
|
|
|
|
|
|
Name |
|
Age |
|
Title and Business Experience |
|
|
|
|
|
|
|
Jeffrey P. Gotschall
|
|
|
59 |
|
|
Chairman of the Board since 2001;
Director of the Company since 1986; Chief
Executive Officer since 1990; President
from 1989 to 2002; Chief Operating
Officer from 1986 to 1990; Executive Vice
President from 1986 to 1989; and from
1985 to 1989, President of SIFCO Turbine
Component Services. |
|
|
|
|
|
|
|
Frank A. Cappello
|
|
|
49 |
|
|
Vice President-Finance and Chief
Financial Officer since 2000. Prior to
joining the Company, Mr. Cappello was
employed by ASHTA Chemicals Inc, a
commodity chemical manufacturer, from
August 1990 to December 1991 and from
June 1992 to February 2000, last serving
as Vice President Finance and
Administration and Chief Financial
Officer; and previously by KPMG LLP, last
serving as a Senior Manager in its
Assurance Group. |
The Company incorporates herein by reference the information required by this item as to the
Directors, procedures for recommending Director nominees and the Audit Committee appearing under
the captions Proposal to Elect Six (6) Directors, Section 16(a) Beneficial Ownership Reporting
Compliance and Corporate Governance and Board of Director Matters of the Companys definitive
Proxy Statement to be filed with the Securities and Exchange Commission on or about December 14,
2007.
The Directors of the Company are elected annually to serve for one-year terms or until their
successors are elected and qualified.
The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K under
the Securities Exchange Act of 1934, as amended. The Code of Ethics is applicable to, among other
people, the Companys Chief Executive Officer, Chief Financial Officer, who is the Companys
Principal Financial Officer and to the Corporate Controller, who is the Companys Principal
Accounting Officer. The Companys Code of Ethics is available on its website: www.sifco.com.
43
Item 11. Executive Compensation
The Company incorporates herein by reference the information appearing under the captions
Compensation Discussion and Analysis, Executive Compensation, Compensation Committee Report,
Compensation Committee Interlocks and Insider Participation and Director Compensation of the
Companys definitive Proxy Statement to be filed with the Securities and Exchange Commission on or
about December 14, 2007.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information regarding Common Shares to be issued under the Companys
equity compensation plans as of September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Securities |
|
|
Number of |
|
|
|
|
|
Remaining |
|
|
Securities |
|
Weighted- |
|
Available |
|
|
to be |
|
Average |
|
for Future |
|
|
issued upon |
|
Exercise |
|
Issuance |
|
|
Exercise of |
|
Price of |
|
Under Equity |
|
|
Outstanding |
|
Outstanding |
|
Compensation |
Plan Category |
|
Options |
|
Options |
|
Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders: |
|
|
|
|
|
|
|
|
|
|
|
|
1998 Long-term Incentive Plan (1) |
|
|
73,000 |
|
|
$ |
4.83 |
|
|
|
|
|
1995 Stock Option Plan (2) |
|
|
37,500 |
|
|
|
3.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
110,500 |
|
|
$ |
4.46 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Under the 1998 Long-term Incentive Plan the aggregate number of stock options that were
available to be granted in any fiscal year was limited to 1.5% of the total outstanding Common
Shares of the Company at September 30, 1998, up to a cumulative maximum of 5% of such total
outstanding shares, subject to adjustment for forfeitures. No further options may be awarded under
this plan. During 2007, 58,000 options granted under the 1998 Long-term Incentive Plan were
exercised. |
|
(2) |
|
Under the 1995 Stock Option Plan the initial aggregate number of stock options that that were
available to be granted is 200,000. No further options may be awarded under this plan. During 2007,
55,000 options granted under the 1995 Stock Option Plan were exercised. |
For additional information concerning the Companys equity compensation plans, refer to the
discussion in Note 8 to the Consolidated Financial Statements.
The Company incorporates herein by reference the beneficial ownership information appearing under
the captions Outstanding Shares and Voting Rights and Stock Ownership of Executive Officers,
Director and Nominees of the Companys definitive Proxy Statement to be filed with the Securities
and Exchange Commission on or about December 14, 2007.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Company incorporates herein by reference the information required by this item appearing under
the captions Corporate Governance and Board of Director Matters and Certain Relationships and
Related Transactions of the Companys definitive Proxy Statement to be filed with the Securities
and Exchange Commission on or about December 14, 2007.
Item 14. Principal Accounting Fees and Services
The Company incorporates herein by reference the information required by this item appearing under
the caption Principal Accounting Fees and Services of the Companys definitive Proxy Statement to
be filed with the Securities and Exchange Commission on or about December 14, 2007.
44
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) (1) Financial Statements:
The following Consolidated Financial Statements; Notes to the Consolidated Financial
Statements and the Reports of Independent Registered Public Accounting Firm are included in
Item 8.
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the Years Ended September 30, 2007, 2006 and 2005
Consolidated Balance Sheets September 30, 2007 and 2006
Consolidated Statements of Cash Flows for the Years Ended September 30, 2007, 2006 and
2005
Consolidated Statements of Shareholders Equity for the Years Ended September 30, 2007, 2006
and 2005
Notes to Consolidated Financial Statements September 30, 2007, 2006 and 2005
(a) (2) Financial Statement Schedules:
The following financial statement schedule is included in Item 8:
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of
the Securities and Exchange Commission are not required under the related regulations, are
inapplicable, or the information has been included in the Notes to the Consolidated
Financial Statements.
(a)(3) Exhibits:
The following exhibits are filed with this report or are incorporated herein by
reference to a prior filing in accordance with Rule 12b-32 under the Securities and Exchange
Act of 1934 (Asterisk denotes exhibits filed with this report.).
|
|
|
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 |
45
|
|
|
Exhibit |
|
|
No. |
|
Description |
|
|
|
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 of the Companys Form 10-K dated September 30, 2002, 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 |
|
|
|
4.11
|
|
Amendment No. 10 to Amended and Restated Credit Agreement dated as of
February 4, 2005 but effective as of 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
|
|
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 |
46
|
|
|
Exhibit |
|
|
No. |
|
Description |
|
|
|
4.15
|
|
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 |
|
|
|
4.16
|
|
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 |
|
|
|
4.17
|
|
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 |
|
|
|
4.18
|
|
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 |
|
|
|
4.19
|
|
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 Companys Form 10-K dated September 30, 2006, and incorporated herein
by reference. |
|
|
|
4.20
|
|
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 |
|
|
|
4.21
|
|
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 |
|
|
|
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 |
|
|
|
10.1
|
|
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 |
|
|
|
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
dated December 31, 2000, and incorporated herein by reference |
|
|
|
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 dated December 31, 2000, and incorporated herein by reference |
|
|
|
10.6
|
|
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 |
|
|
|
10.7
|
|
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 |
47
|
|
|
Exhibit |
|
|
No. |
|
Description |
|
|
|
10.8
|
|
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 |
|
|
|
10.9
|
|
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 |
|
|
|
10.10
|
|
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 |
|
|
|
10.11
|
|
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 |
|
|
|
10.12
|
|
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 |
|
|
|
10.13
|
|
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 |
|
|
|
10.14
|
|
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 |
|
|
|
10.15
|
|
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 |
|
|
|
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 |
|
|
|
*21.1
|
|
Subsidiaries of Company |
|
|
|
*23.1
|
|
Consent of Grant Thornton LLP |
|
|
|
*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) |
|
|
|
*32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
|
|
|
*32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
SIFCO Industries, Inc.
|
|
|
By: |
/s/ Frank A.Cappello
|
|
|
|
Frank A. Cappello |
|
|
|
Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer) Date: December 14, 2007 |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been
signed below on December 14, 2007 by the following persons on behalf of the Registrant in the
capacities indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey P. Gotschall
|
|
|
|
/s/ Alayne L. Reitman
|
|
|
|
|
|
|
|
|
|
Jeffrey P. Gotschall
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Alayne L. Reitman
Director |
|
|
|
|
|
|
|
|
|
/s/ Hudson D. Smith
|
|
|
|
/s/ J. Douglas Whelan |
|
|
|
|
|
|
|
|
|
Hudson D. Smith
Director
|
|
|
|
J. Douglas Whelan
Director |
|
|
|
|
|
|
|
|
|
/s/ Frank N. Nichols
|
|
|
|
/s/ Frank A. Cappello |
|
|
|
|
|
|
|
|
|
Frank N. Nichols
Director
|
|
|
|
Frank A. Cappello
Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
/s/ P. Charles Miller
|
|
|
|
/s/ Remigijus H. Belzinskas |
|
|
|
|
|
|
|
|
|
P. Charles Miller
Director
|
|
|
|
Remigijus H. Belzinskas
Corporate Controller
(Principal Accounting Officer) |
|
|
49