SIFCO INDUSTRIES INC - Quarter Report: 2006 December (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2006
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
For the transition period from ___to ___
Commission
file number 1-5978
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
Ohio | 34-0553950 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
970 East 64th Street, Cleveland Ohio | 44103 | ||
(Address of principal executive offices) | (Zip Code) |
(216) 881-8600
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or
a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The number of the Registrants Common Shares outstanding at December 31, 2006 was 5,229,891.
TABLE OF CONTENTS
Table of Contents
Part I. Financial Information
Item 1. Financial Statements
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Net sales |
$ | 21,453 | $ | 19,820 | ||||
Operating expenses and other: |
||||||||
Cost of goods sold |
17,671 | 18,011 | ||||||
Selling, general and administrative
expenses |
3,479 | 3,270 | ||||||
Total operating expenses |
21,150 | 21,281 | ||||||
Operating income
(loss) |
303 | (1,461 | ) | |||||
Interest income |
(47 | ) | (8 | ) | ||||
Interest expense |
19 | 41 | ||||||
Foreign currency exchange loss (gain),
net |
235 | (24 | ) | |||||
Other income, net |
(2,112 | ) | (17 | ) | ||||
Income (loss) before income
tax provision |
2,208 | (1,453 | ) | |||||
Income tax provision |
31 | 13 | ||||||
Net income (loss) |
$ | 2,177 | $ | (1,466 | ) | |||
Net income (loss) per share (basic) |
$ | 0.42 | $ | (0.28 | ) | |||
Net income (loss) per share (diluted) |
$ | 0.42 | $ | (0.28 | ) | |||
Weighted-average number of common shares
(basic) |
5,226 | 5,222 | ||||||
Weighted-average number of common shares
(diluted) |
5,238 | 5,222 |
See notes to unaudited consolidated condensed financial statements.
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and cash
equivalents |
$ | 3,813 | $ | 4,744 | ||||
Receivables,
net |
18,417 | 18,652 | ||||||
Inventories |
9,594 | 8,052 | ||||||
Refundable income
taxes |
16 | 188 | ||||||
Prepaid expenses and other current
assets |
658 | 601 | ||||||
Total current
assets |
32,498 | 32,237 | ||||||
Property, plant and equipment,
net |
14,966 | 14,059 | ||||||
Other
assets |
2,454 | 2,479 | ||||||
Total
assets |
$ | 49,918 | $ | 48,775 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Current maturities of long-term
debt |
$ | 32 | $ | 52 | ||||
Accounts
payable |
10,808 | 10,454 | ||||||
Accrued
liabilities |
6,172 | 6,720 | ||||||
Total current
liabilities |
17,012 | 17,226 | ||||||
Long-term debt, net of current
maturities |
534 | 427 | ||||||
Other long-term
liabilities |
3,926 | 5,939 | ||||||
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 5,230 and 5,222 shares at
December 31, 2006 and September 30,
2006, respectively |
5,230 | 5,222 | ||||||
Additional paid-in
capital |
6,353 | 6,323 | ||||||
Retained
earnings |
25,277 | 23,100 | ||||||
Accumulated other comprehensive
loss |
(8,414 | ) | (9,462 | ) | ||||
Total shareholders
equity |
28,446 | 25,183 | ||||||
Total liabilities and
shareholders
equity |
$ | 49,918 | $ | 48,775 | ||||
See notes to unaudited consolidated condensed financial statements.
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 2,177 | $ | (1,466 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities: |
||||||||
Depreciation and amortization |
551 | 811 | ||||||
Gain on disposal of assets |
(23 | ) | | |||||
Proceeds from exercise of stock options and share
transactions under employee stock plan |
36 | 36 | ||||||
Changes in operating assets and liabilities: |
||||||||
Receivables |
374 | 3,036 | ||||||
Inventories |
(1,523 | ) | (1,788 | ) | ||||
Refundable income taxes |
188 | (4 | ) | |||||
Prepaid expenses and other current assets |
(46 | ) | (119 | ) | ||||
Other assets |
24 | 65 | ||||||
Accounts payable |
293 | 500 | ||||||
Accrued liabilities |
(608 | ) | (180 | ) | ||||
Other long-term liabilities |
(2,202 | ) | (13 | ) | ||||
Net cash provided by (used for) operating
activities |
(759 | ) | 878 | |||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(548 | ) | (214 | ) | ||||
Proceeds from disposal of assets |
33 | | ||||||
Acquisition of business, net of cash acquired |
| (427 | ) | |||||
Other |
30 | (25 | ) | |||||
Net cash used for investing
activities |
(485 | ) | (666 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from debt purchase agreement |
| 5,600 | ||||||
Repayments of debt purchase agreement |
| (7,136 | ) | |||||
Proceeds from revolving credit agreement |
5,848 | 1,482 | ||||||
Repayments of revolving credit agreement |
(5,741 | ) | (791 | ) | ||||
Proceeds from other debt |
84 | | ||||||
Repayments of other debt |
(107 | ) | | |||||
Net cash provided by (used for) financing
activities |
84 | (845 | ) | |||||
Decrease in cash and cash equivalents |
(1,160 | ) | (633 | ) | ||||
Cash and cash equivalents at the beginning of the period |
4,744 | 884 | ||||||
Effect of exchange rate changes on cash and cash equivalents |
229 | | ||||||
Cash and cash equivalents at the end of the
period |
$ | 3,813 | $ | 251 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | (20 | ) | $ | (49 | ) | ||
Cash recovered from (paid for) income taxes, net |
176 | (531 | ) |
See notes to unaudited consolidated condensed financial statements.
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SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Amounts in thousands, except per share data)
Notes to Unaudited Consolidated Condensed Financial Statements
(Amounts in thousands, except per share data)
1. Summary of Significant Accounting Policies
A. Principles of Consolidation
The unaudited consolidated condensed financial statements included herein include the accounts of
SIFCO Industries, Inc. and its wholly-owned subsidiaries (the Company). All significant
intercompany accounts and transactions have been eliminated. The U.S. dollar is the functional
currency for all of the Companys U.S. operations and, effective October 1, 2006, the euro is the
functional currency of the Companys Irish subsidiary. Prior to the sale in 2006 of the large
aerospace portion of the Irish subsidiarys turbine engine component repair business, a substantial
majority of the transactions of the Companys Irish subsidiary were denominated in U.S. dollars
and, therefore, its functional currency was the U.S. dollar. In the opinion of management, all
adjustments, which include only normal recurring adjustments necessary for a fair presentation of
the results of operations, financial position, and cash flows for the periods presented, have been
included.
These unaudited consolidated condensed financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Companys fiscal 2006 Annual
Report on Form 10-K. The results of operations for any interim period are not necessarily
indicative of the results to be expected for other interim periods or the full year. Certain prior
period amounts have been reclassified in order to conform to current period classifications.
B. Stock-Based Compensation
The Company awarded stock options under its shareholder approved 1995 Stock Option Plan (1995
Plan) and 1998 Long-term Incentive Plan (1998 Plan). No further options may be awarded under
either the 1995 Plan or the 1998 Plan. Option exercise price is not less than fair market value on
date of grant and options are exercisable no later than ten years from date of grant. Options
issued under all plans generally vest at a rate of 25% per year.
Aggregate option activity is as follows:
Weighted- | ||||||||||||||||
Weighted- | Average | |||||||||||||||
Average | Remaining | Aggregate | ||||||||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||||||||
Options | Price | Term (Years) | Value | |||||||||||||
September 30,
2006 |
261,000 | $ | 6.55 | |||||||||||||
Options
granted |
| | ||||||||||||||
Options
exercised |
(8,000 | ) | $ | 3.56 | ||||||||||||
Options
canceled |
(31,500 | ) | $ | 5.94 | ||||||||||||
December 31,
2006 |
221,500 | $ | 6.94 | 4.9 | $ | (347 | ) | |||||||||
Vested or expected
to vest at
December 31, 2006 |
218,000 | $ | 6.79 | 4.9 | $ | (352 | ) | |||||||||
Exercisable at
December 31,
2006 |
175,250 | $ | 7.36 | 4.0 | $ | (415 | ) |
As of December 31, 2006, there was $41 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 1.4 years.
Under the Companys restricted stock program, Common Shares of the Company may be granted at no
cost to certain employees. These shares vest over either a four or five-year period, with either
25% or 20% vesting each year, respectively. Under the terms of the program, participants will not
be entitled to dividends nor voting rights until the shares have vested. Upon issuance of Common
Shares under the program, unearned compensation equivalent to the market value of the Common Shares
at the date of award is charged to shareholders equity and subsequently amortized to expense over
the vesting periods. All such compensation expense was fully amortized and recognized as of
September 30, 2006. Compensation expense related to amortization of unearned compensation was $17
in the three months ended December 31, 2005.
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2. Inventories
Inventories consist of:
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
Raw materials and
supplies |
$ | 4,555 | $ | 3,220 | ||||
Work-in-process |
3,321 | 3,222 | ||||||
Finished goods |
1,718 | 1,610 | ||||||
Total
inventories |
$ | 9,594 | $ | 8,052 | ||||
Inventories are stated at the lower of cost or market. Cost is determined using the last-in,
first-out (LIFO) method for 67% and 59% of the Companys inventories at December 31, 2006 and
September 30, 2006, respectively. Cost is determined using the specific identification method for
approximately 10% and 12% of the Companys inventories at December 31, 2006 and September 30, 2006,
respectively. The first-in, first-out (FIFO) method is used for the remainder of the
inventories. If the FIFO method had been used for the inventories for which cost is determined
using the LIFO method, inventories would have been $6,979 and $6,860 higher than reported at
December 31, 2006 and September 30, 2006, respectively.
3. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
Total comprehensive income (loss) is as follows:
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Net income
(loss) |
$ | 2,177 | $ | (1,466 | ) | |||
Foreign currency translation
adjustment |
1,048 | (33 | ) | |||||
Currency exchange contract
adjustment |
| (67 | ) | |||||
Total comprehensive
income
(loss) |
$ | 3,225 | $ | (1,566 | ) | |||
The components of accumulated other comprehensive loss are as follows:
December 31, | September 30, | |||||||
2006 | 2006 | |||||||
Foreign currency translation
adjustment |
$ | (5,595 | ) | $ | (6,643 | ) | ||
Minimum pension liability
adjustment |
(2,819 | ) | (2,819 | ) | ||||
Total accumulated other
comprehensive loss |
$ | (8,414 | ) | $ | (9,462 | ) | ||
4. Long-Term Debt
In February 2007, the Company entered into an agreement with its bank to extend the maturity date
of its revolving credit agreement to April 1, 2008. The Company was in compliance with all
applicable covenants as of December 31, 2006.
5. Business Segments
The Company identifies reportable segments based upon distinct products manufactured and services
provided. The Aerospace Component Manufacturing Group consists of the production, heat treatment
and some machining of forgings in various alloys utilizing a variety of processes for application
in the aerospace industry. The Turbine Component Services and Repair Group (Repair Group)
consists primarily of the repair and remanufacture of aerospace and industrial turbine engine
components. The Repair Group is also involved in precision component machining and
high-temperature resistant industrial coating applications for turbine engine components. The
Applied Surface Concepts Group is a provider of specialized selective electrochemical metal
finishing processes and services used to apply metal coatings to a selective area of a component.
The Companys reportable segments are separately managed.
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Segment information is as follows:
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Net sales: |
||||||||
Aerospace Component Manufacturing Group |
$ | 12,992 | $ | 8,196 | ||||
Turbine Component Services and Repair Group |
5,046 | 8,916 | ||||||
Applied Surface Concepts Group |
3,415 | 2,708 | ||||||
Consolidated net sales |
$ | 21,453 | $ | 19,820 | ||||
Operating income (loss): |
||||||||
Aerospace Component Manufacturing Group |
$ | 1,649 | $ | 92 | ||||
Turbine Component Services and Repair Group |
(1,441 | ) | (950 | ) | ||||
Applied Surface Concepts Group |
383 | (66 | ) | |||||
Corporate unallocated expenses |
(288 | ) | (537 | ) | ||||
Consolidated operating income
(loss) |
303 | (1,461 | ) | |||||
Interest (income) expense,
net |
(28 | ) | 33 | |||||
Foreign currency exchange loss (gain), net |
235 | (24 | ) | |||||
Other income, net |
(2,112 | ) | (17 | ) | ||||
Consolidated income (loss) before income tax
Provision |
$ | 2,208 | $ | (1,453 | ) | |||
6. Retirement Benefit Plans
The Company and certain of its subsidiaries sponsor defined benefit pension plans covering most of
its employees. The components of net periodic benefit cost of the Companys defined benefit plans
are as follows:
Three Months Ended | ||||||||
December 31, | ||||||||
2006 | 2005 | |||||||
Service cost |
$ | 70 | $ | 230 | ||||
Interest cost |
252 | 365 | ||||||
Expected return on plan
assets |
(302 | ) | (392 | ) | ||||
Amortization of prior service
cost |
33 | 33 | ||||||
Amortization of net
loss |
29 | 76 | ||||||
Net periodic benefit
cost |
$ | 82 | $ | 312 | ||||
Through December 31, 2006, the Company has made $411 of contributions to its defined benefit
pension plans. The Company anticipates contributing an additional $721 to fund its defined benefit
pension plans during the balance of fiscal 2007, resulting in total projected contributions of
$1,132 in fiscal 2007.
7. Government Grants
The Company receives grants from certain government entities as an incentive to invest in
facilities, research and employees. The Company has historically elected to treat capital and
employment grants as a contingent obligation and does not commence amortizing such grants into
income until such time as it is more certain that the Company will not be required to repay a
portion of these grants. Capital grants are amortized into income over the estimated useful lives
of the related assets. Employment grants are amortized into income over five years.
Certain Company grants that were subject to repayment expired on December 31, 2006. Therefore, the
Company will not be required to repay such grants. The related contingent obligation was treated as
deferred grant revenue and recognized as income in accordance with the above described grant
amortization method. Accordingly, the Company recognized grant income of approximately $2,100 in
other income during the three months ended December 31, 2006. The unamortized portion of deferred
grant revenue recorded in other long-term liabilities at December 31, 2006 and September 30, 2006
was $402 and $2,423, respectively.
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Prior to expiration, grants may be repayable in certain circumstances, principally upon the sale of
related assets, or discontinuation or reduction of operations. The contingent liability for such
potential repayments was $71 and $2,061 at December 31, 2006 and September 30, 2006, respectively.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations may contain
various forward-looking statements and includes assumptions concerning the Companys operations,
future results and prospects. These forward-looking statements are based on current expectations
and are subject to risk and uncertainties. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, the Company provides this cautionary statement
identifying important economic, political and technological factors, among others, the absence or
effect of which could cause the actual results or events to differ materially from those set forth
in or implied by the forward-looking statements and related assumptions. Such factors include the
following: (1) future business environment, including capital and consumer spending; (2)
competitive factors, including the ability to replace business which may be lost due to increased
direct involvement by the turbine engine manufacturers in turbine component service and repair
markets; (3) successful procurement of certain repair materials and new repair process licenses
from turbine engine manufacturers and/or the Federal Aviation Administration; (4) fluctuating
foreign currency (primarily the euro) exchange rates; (5) metals and commodities price increases
and the Companys ability to recover such price increases; (6) successful development and market
introductions of new products, including advanced coating technologies and the continued
development of industrial turbine repair processes; (7) regressive pricing pressures on the
Companys products and services, with productivity improvements as the primary means to maintain
margins; (8) success with the further development of strategic alliances with certain turbine
engine manufacturers for turbine component repair services; (9) the impact on business conditions,
and on the aerospace industry in particular, of the global terrorism threat; (10) successful
replacement of declining demand for repair services for turboprop engine components with component
repair services for small turbofan engines utilized in the business and regional aircraft markets;
(11) continued reliance on several major customers for revenues; (12) the Companys ability to
continue to have access to its revolving credit facility, including the Companys ability to (i)
continue to comply with the terms of its credit agreements, including financial covenants, (ii)
continue to enter into amendments to its credit agreement containing financial covenants, which it
and its bank lender find mutually acceptable, or (iii) continue to obtain waivers from its bank
lender with respect to its compliance with the covenants contained in its credit agreement; (13)
the impact of changes in defined benefit pension plan actuarial assumptions and legislation on
future contributions; and (14) stable governments, business conditions, laws, regulations and taxes
in economies where business is conducted.
SIFCO Industries, Inc. and its subsidiaries engage in the production and sale of a variety of
metalworking processes, services and products produced primarily to the specific design
requirements of its customers. The processes and services include forging, heat-treating, coating,
welding, machining and selective electrochemical finishing. The products include forgings,
machined forged parts and other machined metal parts, remanufactured component parts for turbine
engines, and selective electrochemical finishing solutions and equipment. The Company endeavors to
plan and evaluate its businesses operations while taking into consideration certain factors
including the following (i) the projected build rate for commercial, business and military
aircraft as well as the engines that power such aircraft, (ii) the projected maintenance, repair
and overhaul schedules for commercial, business and military aircraft as well as the engines that
power such aircraft, (iii) the projected maintenance, repair and overhaul schedules for industrial
gas turbine engines, and (iv) anticipated exploration and production activities relative to oil and
gas products, etc.
A. Results of Operations
Three Months Ended December 31, 2006 Compared with Three Months Ended December 31, 2005
Net sales in the first quarter of fiscal 2007 increased 8.2% to $21.5 million, compared with $19.8
million in the comparable period in fiscal 2006. Net income in the first quarter of fiscal 2007
was $2.2 million, compared with a net loss of $1.5 million in the comparable period in fiscal 2006.
Included in the $2.2 million of net income in the first quarter of fiscal 2007 was $2.1 million of
grant income related the expiration of certain grants as explained more fully in Note 7 to the
Unaudited Consolidated Condensed Financial Statements.
Aerospace Component Manufacturing Group (ACM Group)
Net sales in the first quarter of fiscal 2007 increased 58.5% to $13.0 million, compared with $8.2
million in the comparable period of fiscal 2006. For purposes of the following discussion, the ACM
Group considers aircraft that can accommodate less than 100 passengers to be small aircraft and
those that can accommodate 100 or more passengers to be large aircraft. Net
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sales of airframe components for small aircraft were $6.7 million in the first quarter of fiscal
2007, compared with $3.5 million in the first quarter of fiscal 2006. 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 $1.0 million to $3.8
million in the first quarter of fiscal 2007, compared with $2.8 million in the comparable period in
fiscal 2006. Net sales of airframe components for large aircraft increased $0.7 million to $1.5
million in the first quarter of fiscal 2007, compared with $0.8 million in the comparable period in
fiscal 2006. Net sales of turbine engine components for large aircraft decreased $0.4 million to
$0.3 million in the first quarter of fiscal 2007, compared with $0.7 million in the comparable
period in fiscal 2006. Other product and non-product sales were $0.7 million and $0.5 million in
the first quarters of fiscal 2007 and 2006, respectively.
The ACM Groups airframe and turbine engine component products have both military and commercial
applications. Net sales of airframe and turbine engine components that solely have military
applications were $5.6 million in the first quarter of fiscal 2007, compared with $2.8 million in
the comparable period in fiscal 2006. This increase is attributable in part to increased military
spending due to ongoing wartime demand such as for additional military helicopters and related
replacement components.
During the first quarter of fiscal 2007, the ACM Groups selling, general and administrative
expenses increased $0.2 million to $0.9 million, or 6.7% of net sales, compared with $0.6 million,
or 7.9% of net sales, in the comparable fiscal 2006 period. The $0.2 million increase in selling,
general and administrative expenses in the first quarter of fiscal 2007 was principally due to
increases in the ACM Groups compensation, including incentive compensation, variable selling costs
and an increase in the reserve for bad debts. The increases in compensation ($0.1 million) and
variable selling ($0.1 million) expenses were principally due to the significant increase in net
sales and operating income during the first quarter of fiscal 2007, compared with the same period
in fiscal 2006.
The ACM Groups operating income in the first quarter of fiscal 2007 was $1.6 million, compared
with $0.1 million in the same period in fiscal 2006. Operating results improved principally due to
the positive impact on margins of the significantly higher production and net sales volumes in the
first quarter of fiscal 2007 compared with the same period in fiscal 2006. In addition, there was a
$0.2 million reduction in the LIFO provision in the first quarter of fiscal 2007 compared to the
same period in fiscal 2006.
The ACM Groups backlog as of December 31, 2006 was $73.2 million, compared with $65.7 million as
of September 30, 2006. At December 31, 2006, $56.7 million of the total backlog was scheduled for
delivery over the next twelve months and $0.8 million was on hold. All orders are subject to
modification or cancellation by the customer with limited charges. The ACM Group believes that the
backlog may not be indicative of actual sales for any succeeding period.
Turbine Component Services and Repair Group (Repair Group)
Net sales in the first quarter of fiscal 2007 decreased 43.4% to $5.0 million, compared with $8.9
million in the comparable fiscal 2006 period. Net sales of the large aerospace portion of the
turbine engine component repair business that was sold during the third quarter of fiscal 2006,
which includes component repair services and the sale of related replacement parts, were $4.4
million in the first quarter of fiscal 2006. The Repair Groups remaining net sales in the first
quarter of fiscal 2007, which includes (i) component manufacturing, consisting of precision
component machining and industrial coating, and (ii) component repair services for small aerospace
turbine engines and industrial turbine engines, increased 10.8% to $5.0 million, compared with $4.6
million in the comparable fiscal 2006 period. Demand for component repairs for small aerospace
turbine engines and for component manufacturing increased, while demand for component repairs for
industrial turbine engines remained flat, in the first quarter of fiscal 2007, compared with the
comparable fiscal 2006 period.
During the first quarter of fiscal 2007, the Repair Groups selling, general and administrative
expenses increased $0.3 million to $1.3 million, or 25.3% of net sales, from $1.0 million, or 11.1%
of net sales, in the comparable fiscal 2006 period. Included in the $1.3 million of selling,
general and administrative expenses in the first quarter of fiscal 2007 were $0.5 million of
severance and related charges associated with a management restructuring after the aforementioned
sale of the large aerospace portion of the Repair Groups business. The remaining selling, general
and administrative expenses in the first quarters of fiscal 2007 and 2006 were $0.8 million, or
15.0% of net sales, and $1.0 million, or 11.1% of net sales, respectively.
The Repair Groups operating loss in the first quarter of fiscal 2007 was $1.4 million, compared
with an operating loss of $1.0 million in the same period in fiscal 2006. Operating results in the
first quarter of fiscal 2007 were negatively impacted by (i) the $0.5 million of aforementioned
severance and related charges and (ii) the relatively low production and sales volumes for the
component manufacturing and repair services related to the industrial turbine engine portion of the
Repair Groups non U.S. operations that remained after the sale of the large aerospace portion of
such business. The Repair Groups
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sales volumes for the component manufacturing and repair services related to the industrial turbine
engine portion of its operations, although growing, have not yet achieved the volumes required to
cover the fixed costs inherent in such operation.
During the last half of fiscal 2006, and continuing into the first quarter of fiscal 2007, the U.S.
dollar weakened against the euro. The Repair Groups non-U.S. operation has less than a majority of
its sales denominated in U.S. dollars while a significant majority of its operating costs are
denominated in euros. Therefore, as the U.S. dollar weakens against the euro, costs denominated in
euros are negatively impacted, to the extent that the collection of U.S dollars sales are used to
satisfy such expenses, and the opposite is true when the U.S. dollar strengthens. The spot exchange
rates in affect during the first quarter of fiscal 2007 were less favorable than the spot exchange
rates in affect during the first quarter of fiscal 2006 and, therefore, the Repair Groups
operating results were negatively impacted by $0.1 million in the first quarter of fiscal 2007
compared to the same period in fiscal 2006 due to the less favorable exchange rates.
The Repair Groups backlog as of December 31, 2006, was $4.9 million, compared with $3.5 million as
of September 30, 2006. At December 31, 2006, $2.9 million of the total backlog is scheduled for
delivery over the next twelve months and $2.0 million was on hold. All orders are subject to
modification or cancellation by the customer with limited charges. The Repair Group believes that
the backlog may not be indicative of actual sales for any succeeding period.
Applied Surface Concepts Group (ASC Group)
Net sales of the ASC Group increased 26.1% to $3.4 million in the first quarter of fiscal 2007,
compared with net sales of $2.7 million in the comparable period of fiscal 2006. In the first
quarter of fiscal 2007, product net sales, consisting of selective electrochemical finishing
equipment and solutions, increased 7.9% to $1.6 million, compared with $1.5 million in the same
period in fiscal 2006. In the first quarter of fiscal 2007, customized selective electrochemical
finishing contract service net sales increased 52.0% to $1.8 million, compared with $1.2 million in
the same period in fiscal 2006. The increase in net sales in the first quarter of fiscal 2007,
compared to the same period in fiscal 2006, is primarily attributable to an increase in net sales
to the exploration and production sectors of the oil and gas industry.
During the first quarter of fiscal 2007, The ASC Groups selling, general and administrative
expenses decreased $0.1 million to $1.0 million, or 30.7% of net sales, compared with $1.1 million,
or 40.5% of net sales, in the first quarter of fiscal 2006.
The ASC Groups operating income in the first quarter of fiscal 2007 was $0.4 million, compared
with an operating loss of $0.1 million in the same period in fiscal 2006. Operating results
improved principally due to the positive impact on margins of the significantly higher net sales
volumes in the first quarter of fiscal 2007 compared with the same period in fiscal 2006.
The Applied Surface Concepts Group backlog at December 31, 2006 was not material.
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and
professional and other corporate expenses decreased $0.2 million to $0.3 million in the first
quarter of fiscal 2007 compared with $0.5 million in the first quarter of fiscal 2006. The decrease
is attributable to (i) a reduction in legal and professional expenses that were incurred in the
first quarter of fiscal 2006 related to the sale of the large aerospace portion of the Repair
Groups business and (ii) a reduction in compensation expenses due in part to the management
restructuring after the aforementioned sale.
Other/General
Interest expense was nominal in the first quarters of both fiscal 2007 and 2006. The following
table sets forth the weighted average interest rates and weighted average outstanding balances
under the Companys credit agreements in the first quarter of fiscal years 2007 and 2006.
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Weighted Average | Weighted Average | |||||||||||||||
Interest Rate | Outstanding Balance | |||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
Credit Agreement | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Revolving credit
agreement |
8.8 | % | 7.8 | % | $0.4 million | $0.1 million | ||||||||||
Debt purchase
agreement (1) |
N/A | 4.2 | % | N/A | $1.3 million |
(1) | The debt purchase agreement was paid off during the third quarter of fiscal 2006. |
Currency exchange loss was $0.2 million in the first quarter of fiscal 2007 compared to a nominal
amount in the same period in fiscal 2006. These losses are the result of the impact of currency
exchange rate fluctuations on the Companys non-U.S. subsidiaries monetary assets and liabilities
that are not denominated in such subsidiaries local currency. During the first quarter of fiscal
2007, the euro strengthened in relation to the U.S. dollar, while the euro was stable in the first
quarter of fiscal 2006.
Other income in the first quarter of fiscal 2007 includes $2.1 million of grant income, as
described more fully in Note 7 to the Unaudited Consolidated Condensed Financial Statements.
B. Liquidity and Capital Resources
Cash and cash equivalents decreased to $3.8 million at December 31, 2006 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 $0.8 million of cash in the first three months of
fiscal 2007, compared with $0.9 million of cash provided in the first three months of fiscal 2006.
The $0.8 million of cash used for operating activities in first three months of fiscal 2007 was
primarily due to (i) operating income before depreciation expense of $0.9 million and (ii) a $0.4
million decrease in accounts receivable; offset by (iii) a $1.5 million increase in inventory
principally attributable to the ACM Groupss response to the increased demand in its business, (iv)
a $0.4 million decrease in accounts payable and accrued liabilities, and (v) a $2.2 million
decrease is other long-term liabilities resulting in the recognition of $2.1 million of non-cash
grant income. The other changes in these components of working capital were due to factors
resulting from normal business conditions of the Company, including (i) sales levels, (ii)
collections from customers, (iii) the relative timing of payments to suppliers, and (iv) inventory
levels required to support customer demand in general and, in particular, the significant extension
of raw material lead times currently experienced by the ACM Group.
Capital expenditures were $0.5 million in the first three months of fiscal 2007 compared to $0.2
million in the comparable fiscal 2006 period. Fiscal 2007 capital expenditures consist of $0.1
million by the ACM Group, $0.1 million by the ASC Group and $0.4 million by the Repair Group. The
Company anticipates that total fiscal 2007 capital expenditures will approximate $2.0 million.
At December 31, 2006, the Company has a $6.0 million revolving credit agreement with a bank,
subject to sufficiency of collateral, which expires on April 1, 2008 and bears interest at the
banks base rate plus 0.50%. The interest rate was 8.75% at December 31, 2006. A 0.375% commitment
fee is incurred on the unused balance of the revolving credit agreement. At December 31, 2006, $0.5
million was outstanding and the Company had $5.4 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 U.S., a guarantee by its U.S. subsidiaries and a pledge of 65% of
the Companys ownership interest in its non-U.S. subsidiaries.
Under its revolving credit agreement with the U.S. 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 December 31,
2006.
The Company believes that cash flows from its operations together with existing cash reserves and
the funds available under its revolving credit agreement will be sufficient to meet its working
capital requirements through the end of fiscal year 2007. However, no assurances can be given as to
the sufficiency of the Companys working capital to support the Companys operations. If the
existing cash reserves, cash flow from operations and funds available under the revolving credit
agreement
11
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are insufficient; if working capital requirements are greater than currently estimated; and/or if
the Company is unable to satisfy the covenants set forth in its credit agreement, the Company may
be required to adopt one or more alternatives, such as reducing or delaying capital expenditures,
restructuring indebtedness, selling assets or operations, or issuing additional shares of capital
stock in the Company. There can be no assurance that any of these actions could be accomplished,
or if so, on terms favorable to the Company, or that they would enable the Company to continue to
satisfy its working capital requirements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the ordinary course of business, the Company is subject to foreign currency and interest risk.
The risks primarily relate to the sale of the Companys products and services in transactions
denominated in non-U.S. dollar currencies (primarily the euro); the payment in local currency of
wages and other costs related to the Companys non-U.S. operations; and changes in interest rates
on the Companys long-term debt obligations. The Company does not hold or issue financial
instruments for trading purposes.
The Company believes that inflation has not materially affected its results of operations during
the first three months of fiscal 2007, and does not expect inflation to be a significant factor in
the balance of fiscal 2007.
A. Foreign Currency Risk
The U.S. dollar is the functional currency for all of the Companys U.S. operations. For these
operations, all gains and losses from completed currency transactions are included in income
currently. As a result of the sale in fiscal 2006 of the large aerospace portion of the Companys
Irish subsidiarys turbine engine component services and repair business, the majority of the Irish
subsidiarys transactions are now denominated in euros and, therefore, the functional currency of
the Irish subsidiarys remaining business was changed to the euro from the U.S. dollar. Prior to
the sale of the large aerospace portion of the Irish subsidiarys turbine engine component services
and repair business, a substantial majority of the Irish subsidiarys transactions were denominated
in U.S. dollars and, therefore, its functional currency prior to October 1, 2006 was the U.S.
dollar. For the Companys other non-U.S. subsidiaries, the functional currency is the local
currency. Assets and liabilities are translated into U.S. dollars at the rate of exchange at the
end of the period and revenues and expenses are translated using average rates of exchange.
Foreign currency translation adjustments are reported as a component of accumulated other
comprehensive income (loss).
Historically, the Company has been able to mitigate the impact of foreign currency risk by means of
hedging such risk through the use of foreign currency exchange contracts, which typically expire
within one year. However, such risk is mitigated only for the periods for which the Company has
foreign currency exchange contracts in effect, and only to the extent of the U.S. dollar amounts of
such contracts. At December 31, 2006, the Company had no forward exchange contracts outstanding.
The Company will continue to evaluate its foreign currency risk, if any, and the effectiveness of
using similar hedges in the future to mitigate such risk.
At December 31, 2006, the Companys assets and liabilities denominated in the British Pound, the
Euro, and the Swedish Krona were as follows (amounts in thousands):
British Pound | Euro | Swedish Krona | ||||||||||
Cash and cash
equivalents |
231 | 100 | 2 | |||||||||
Accounts receivable |
396 | 840 | 1,326 | |||||||||
Accounts payable and accrued
liabilities |
185 | 907 | 1,462 |
B. Interest Rate Risk
The Companys primary interest rate risk exposure results from the variable interest rate
mechanisms associated with the Companys revolving credit agreement. If interest rates were to
increase 100 basis points (1%) from December 31, 2006, and assuming no changes in the amount
outstanding under the revolving credit agreement, the additional interest expense to the Company
would be nominal.
12
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Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) that are
designed to ensure that information required to be disclosed in its reports filed or submitted
under the Exchange Act is processed, recorded, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is accumulated and communicated
to the Companys management, including the Companys Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing
and evaluating the disclosure controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the participation of the
Companys management, including the Chairman and Chief Executive Officer of the Company and Chief
Financial Officer of the Company, of the effectiveness of the design and operation of the Companys
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the
period covered by this report. Based upon that evaluation, the Chairman and Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures
are effective in timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Companys periodic SEC filings, and
management has concluded that the unaudited consolidated condensed financial statements included in
this Form 10-Q fairly present, in all material respects, the Companys financial position, results
of operations and cash flows for the periods presented.
There has been no significant change in our internal control over financial reporting that occurred
during the period covered by this report that has materially affected, or that is reasonably likely
to materially affect our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
No change.
Item 2. Change in Securities and Use of Proceeds
No change.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None.
Item 6. Exhibits
(a) | Exhibits |
The following exhibits are filed with this report or are incorporated herby reference to a prior
filing in accordance with Rule 12b-32 under the Securities and Exchange Act of 1934 (Asterisk
denotes exhibits filed with this report.).
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Exhibit No. | Description | |
3.1
|
Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as Exhibit 3(a) of the Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
3.2
|
SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January 29, 2002, filed as Exhibit 3(b) of the Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
4.2
|
Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and National City Bank dated April 30, 2002, filed as Exhibit 4(b) of the Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
4.5
|
Consolidated Amendment No. 1 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated November 26, 2002 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.5 of the Companys Form 10-K dated September 30, 2002, and incorporated herein by reference | |
4.6
|
Consolidated Amendment No. 2 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated February 13, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.6 of the Companys Form 10-Q dated December 31, 2002, and incorporated herein by reference | |
4.7
|
Consolidated Amendment No. 3 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated May 13, 2003 between SIFCO Industries Inc. and National City Bank, filed as Exhibit 4.7 of the Companys Form 10-Q dated March 31, 2003, and incorporated herein by reference | |
4.8
|
Consolidated Amendment No. 4 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated July 28, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.8 of the Companys Form 10-Q dated June 30, 2003, and incorporated herein by reference | |
4.9
|
Consolidated Amendment No. 5 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated November 26, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.9 to the Companys Form 10-K dated September 30, 2004 and incorporated herein by reference | |
4.10
|
Amendment No. 6 to Amended and Restated Credit Agreement dated March 31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.10 of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by reference | |
4.11
|
Consolidated Amendment No. 7 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated May 14, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.11 of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by reference | |
4.12
|
Consolidated Amendment No. 8 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note effective June 30, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.12 of the Companys Form 10-Q dated June 30, 2004, and incorporated herein by reference | |
4.13
|
Consolidated Amendment No. 9 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note effective November 12, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.13 to the Companys Form 10-K dated September 30, 2004 and incorporated herein by reference | |
4.14
|
Amendment No. 10 to Amended and Restated Credit Agreement effective December 31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.14 to the Companys Form 10-Q dated December 31, 2004, and incorporated herein by reference | |
4.15
|
Amendment No. 11 to Amended and Restated Credit Agreement dated May 19, 2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.15 to the Companys Form 10-Q/A dated March 31, 2005, and incorporated herein by reference |
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Table of Contents
Exhibit No. | Description | |
4.16
|
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 | |
4.17
|
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 | |
4.18
|
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 | |
4.19
|
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 | |
4.20
|
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 | |
4.21
|
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 | |
4.22
|
Amendment No. 16 to Amended and Restated Credit Agreement dated November 29, 2006 between SIFCO Industries, Inc. and National City Bank, filed as exhibit 4.22 to the Companys Form 10-K dated September 30, 2006 and incorporated herein by reference | |
* 4.23
|
Amendment No. 17 to Amended and Restated Credit Agreement dated February 5, 2007 between SIFCO Industries, Inc. and National City Bank | |
9.1
|
Voting Trust Extension Agreement dated January 14, 2002, filed as Exhibit 9.1 of the Companys Form 10-K dated September 30, 2002, and incorporated herein by reference | |
9.2
|
Voting Trust Agreement dated January 15, 1997, filed as Exhibit 9.2 of the Companys Form 10-K dated September 30, 2002, and incorporated herein by reference | |
* 9.3
|
Voting Trust Agreement dated January 30, 2007 | |
10.2
|
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 | |
10.3
|
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 | |
10.4
|
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 | |
10.5
|
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 | |
10.7
|
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 |
15
Table of Contents
Exhibit No. | Description | |
10.9
|
Change in Control Severance Agreement between the Company and Timothy V. Crean, dated July 30, 2002, filed as Exhibit 10.9 of the Companys Form 10-K dated September 30, 2002, and incorporated herein by reference | |
10.10
|
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 | |
10.11
|
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 | |
10.12
|
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 | |
10.13
|
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 | |
10.14
|
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 | |
10.15
|
Agreement for the Purchase of the Assets of the Large Aerospace Business of SIFCO Turbine Components Limited dated March 16, 2006 between SIFCO Turbine Components Limited, SIFCO Industries, Inc, and SR Technics Airfoil Services Limited, as amended on April 19, 2006, May 2, 2006, May 5, 2006, May 9, 2006, and May 10, 2006, filed as exhibits 10.15 of the Companys Form 10-Q dated March 31, 2006 and incorporated herein by reference | |
10.16
|
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 | |
*10.17
|
Amendment No. 1 to Change in Control Severance Agreement between the Company and Frank Cappello, dated February 5, 2007 | |
*10.18
|
Amendment No. 1 to Change in Control Severance Agreement between the Company and Remigijus Belzinskas, dated February 5, 2007 | |
14.1
|
Code of Ethics, files as Exhibit 14.1 of the Companys Form 10-K dated September 30, 2003, and incorporated herein by reference | |
*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 |
16
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereto duly authorized.
SIFCO Industries, Inc. (Registrant) |
||
Date: February 7, 2007
|
/s/ Jeffrey P. Gotschall | |
Jeffrey P. Gotschall | ||
Chairman of the Board and | ||
Chief Executive Officer | ||
Date: February 7, 2007
|
/s/ Frank A. Cappello | |
Frank A. Cappello | ||
Vice President-Finance and | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
17