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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2020
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to
_____________________
Commission file number
1-5978
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
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Ohio |
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34-0553950 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
970 East 64th Street, Cleveland Ohio
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44103 |
(Address of principal executive offices) |
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(Zip Code) |
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(216) 881-8600
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(Registrant’s
telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Shares |
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SIF |
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NYSE American |
Securities registered pursuant to Section 12(g) of the Securities
Exchange 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
☐
No
☒
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
☐
No
☒
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
☒
No
☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
Yes ☒
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company (as defined in Rule 12b-2 of the
Exchange Act).
large accelerated filer
☐
accelerated filer
☐
non-accelerated filer
☐
smaller reporting company
☒
emerging growth company
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
Yes
☐
No
☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
¨
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 registrant’s most recently completed second fiscal quarter
is
$6,614,854.
The number of the Registrant’s Common Shares outstanding at October
31, 2020 was
5,916,123.
Documents incorporated by reference: Portions of the definitive
Proxy Statement for the Annual Meeting of Shareholders to be held
on January 27, 2021 (Part III).
Annual Report on Form 10-K
For the Year-ended September 30, 2020
Table of Contents
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Item
Number
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PART I |
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1 |
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1A. |
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2 |
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3 |
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PART II |
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5 |
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7 |
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8 |
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9 |
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9A |
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9B |
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PART III |
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10 |
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11 |
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12 |
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13 |
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14 |
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PART IV |
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15 |
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PART I
Item 1. Business
A.The
Company
SIFCO Industries, Inc. ("SIFCO," "Company," "we" or "our"), 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.
SIFCO is engaged in the production of forgings, sub-assemblies, and
machined components primarily for the Aerospace and Energy
("A&E") markets. The processes and services include forging,
heat-treating and machining. The Company's operations are conducted
in a single business segment. Information relating to the Company's
financial results is set forth in the consolidated financial
statements included in Item 8 of this Annual Report on Form
10-K.
COVID-19 Pandemic
In March 2020, a novel strain of coronavirus ("COVID-19") was
recognized as a pandemic by the World Health Organization and the
outbreak subsequently became increasingly widespread in the United
States and other countries in which the Company operates. As a
result of the pandemic, governments around the world implemented
stringent measures to help control the spread of the virus,
including quarantines, “stay at home” orders, travel restrictions,
and other measures. During this time, we took proactive measures to
ensure the safety of our employees and customers as well as to
preserve the Company's financial flexibility. The full impact of
the COVID-19 outbreak on the Company continues to evolve and the
full extent of the effects of the pandemic on the Company's
financial condition, liquidity and future results is uncertain.
Also uncertain is the timing, duration, shape and magnitude of
recovery. While a number of the markets in which the Company
operates have reopened, other markets, while open, have since
experienced a resurgence of COVID-19 cases, while others,
particularly international markets, remain closed or are enforcing
renewed or extended quarantines or other restrictions.
B.Principal
Products and Services
Operations
SIFCO is a manufacturer of forgings and machining components for
the A&E markets. We provide our customers with envelope and
precision forgings, rough and machined components, as well as
sub-assemblies. SIFCO services both original equipment
manufacturers ("OEM") and aftermarket customers with products that
range in size from approximately 2 to 1,200 pounds. The Company's
strategic vision is to build a leading A&E company positioned
for long-term, stable growth and profitability.
SIFCO's long-term plan is to have a balance comprised of military
and commercial aerospace revenues, supplemented with energy
components. In fiscal 2020, commercial and military revenues
accounted for 42.6% and 57.4% of revenues, respectively, compared
with 48.9% in commercial revenues and 51.1% in military revenues in
fiscal 2019. The Company's capabilities are focused on supplying
critical components, consisting primarily of steel, high
temperature alloys, titanium and aluminum.
SIFCO operates from multiple locations. SIFCO manufacturing
facilities are located in Cleveland, Ohio ("Cleveland"); Orange,
California ("Orange"); and Maniago, Italy ("Maniago"). SIFCO's
operations are AS 9100D and/or ISO 9001:2015 certified and the
Company also holds multiple NADCAP certifications and site
approvals from key OEM customers.
The Company's success is not dependent on patents, trademarks,
licenses or franchises.
Raw Materials
SIFCO generally has multiple sources for its raw materials, which
consist primarily of high-quality metals essential to its business.
Suppliers of such materials are located principally in North
America and Europe. SIFCO generally does not depend on a single
source for the supply of its materials. Due to the limited supply
of certain raw materials, some material is provided by a small
number of suppliers; however, SIFCO believes that its sources are
adequate for its business.
Products
SIFCO’s products are made primarily of steel, stainless steel,
nickel alloy, titanium and aluminum. SIFCO's product offerings
include: OEM and aftermarket components for aircraft and industrial
gas turbine engines; steam turbine blades; structural airframe
components; aircraft landing gear components; aircraft wheels and
brakes; critical rotating components for helicopters; and
commercial/industrial products. SIFCO also provides heat-treatment,
surface-treatment, non-destructive testing and select machining and
sub-assembly of forged components.
Industry
The performance of the domestic and international air transport
industry, the energy industry, and government defense spending,
directly and significantly impacts the performance of SIFCO. The
impact of COVID-19 continues to be assessed by the Company. It has
significantly impacted the commercial aerospace industry through
the ongoing disruption of global travel, which continues to remain
depressed. Therefore, as the outbreak and responses continue to be
fluid and ever changing, the shape and speed of recovery for the
commercial aerospace industry remain uncertain.
•SIFCO
supplies new and spare components for the U.S. military for
aircraft, helicopters, vehicles, and munitions. The defense budget
in the United States varies from year to year, driven by defense
procurement policy and government budget constraints. The defense
aerospace market has been impacted by the COVID-19 pandemic less
than the commercial aerospace. Uncertainty may arise if the
government reprioritizes funding, such as potentially shifting
funds to fight the pandemic or aid in recovery. Certain programs in
which the Company participates have been favorable and are expected
to continue.
•SIFCO
supplies new and spare components for commercial aircraft,
principally for large aircraft produced by Boeing and Airbus. As
the pandemic has continued, the decrease in passenger air travel
demand has impacted and continues to impact our customers' orders
for new aircraft. Current estimates regarding the return of
passenger air traffic to pre-COVID-19 levels is three to five
years. Build rates, particularly the Boeing 777X, 787, 737 Max and
the Airbus A320/A321neo and A350, have declined as a result of the
impacts of COVID-19 on commercial air travel.
•SIFCO
supplies new and spare components to the energy industry,
particularly the industrial gas and steam turbine markets. The
industrial gas and steam turbine markets have experienced a
downturn in demand for new units in the near term. While
alternative energy markets continue to strengthen, oil and gas
prices are expected to rebound from historic lows. As such, it's
currently anticipated that purchases of parts and supplies within
the industry will increase. SIFCO has positioned itself to support
OEM production in a more limited role, but with flexibility to
address the demand cycle in this segment as well as continuing to
support the aftermarket.
Competition
SIFCO competes with numerous companies, approximately fifteen of
which are known by SIFCO. SIFCO competes with both U.S. and
non-U.S. suppliers of forgings, some of which are significantly
larger than SIFCO; however, our competitors range from companies
focused on the A&E markets to large diversified corporations
that may also have business interests outside of the A&E
markets to smaller companies that offer a limited portfolio of
products in this market.
SIFCO believes that it has an advantage and distinguishes itself in
the primary markets it serves due to its: (i) demonstrated A&E
expertise; (ii) focus on quality and customer service; (iii)
operating initiatives such as SMART (Streamlined Manufacturing
Activities to Reduce Time/Cost) and Six Sigma; and (iv) broad range
of capabilities and offerings. As customers establish new
facilities throughout the world, SIFCO will continue to encounter
non-U.S. competition. SIFCO believes it can expand its market share
by (i) continuing to increase capacity utilization;
(ii) broadening its product lines through investment in
equipment that expands its manufacturing capabilities; and
(iii) developing new customers in markets where the
participants require similar technical competence and service as
those in the A&E industries. See further discussion of the
risks relating to competition SIFCO faces in Item 1A.
Risk Factors.
Government Contracts
Companies, such as SIFCO, that supply equipment and products to the
U.S. military are subject to certain risks related to commercial
relationships with the U.S. government and its agencies. Under the
terms of these agreements, it is possible for demand and build rate
to fluctuate or for the U.S. government to terminate existing
contracts.
Customers
During fiscal 2020, SIFCO had three customers that accounted for
47% of consolidated net sales; and 49% of the Company's
consolidated net sales were from four customers and their direct
subcontractors, which individually accounted for 16%, 13%, 10% and
10% of net sales. SIFCO believes that the loss of sales to such
customers would result in a material adverse impact on the
business. However, SIFCO has maintained a business relationship
with these customers for many years and is currently conducting
business with them under multi-year agreements. Although there is
no assurance that these relationships will continue, historically,
as one or more major customers have reduced their purchases, SIFCO
has generally been successful in gaining new business, thereby
avoiding a material adverse impact on the Company. SIFCO relies 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 SIFCO’s business is seasonal. For
additional financial information about geographic areas, refer to
Note 12,
Business Information,
of the consolidated financial statements.
Backlog of Orders
SIFCO’s total backlog as of September 30, 2020 decreased to
$91.1 million, compared with $117.6 million as of September 30,
2019. Orders for delivery scheduled in the upcoming fiscal year
2021 decreased to $63.6 million compared with $93.8 million
scheduled in fiscal 2020. Orders may be subject to modification or
cancellation by the customer with limited charges. The decrease in
total backlog as of September 30, 2020 compared with the
previous year is primarily due to timing of annual awards and
SIFCO's customers adjusting orders as a result of impacts of
COVID-19 on the commercial airline industry. The continuing
uncertainty regarding the COVID-19 pandemic and its duration and
impact on the commercial airline industry is expected and may
continue to impact sales order backlog growth in that market into
fiscal 2021. Backlog information may not be indicative of future
sales.
C.Regulatory
Matters
The Company is subject to a number of domestic and foreign
regulations relating to our operations worldwide and is required to
comply with various environmental, health, and employee safety laws
and regulations. The Company believes that it is in compliance with
these laws and regulations. Historically, compliance with such laws
and regulations have not had, and are not presently expected to
have a material effect on capital expenditures, earnings or
competitive position of the Company or its subsidiaries under
existing regulations and interpretations. Nevertheless, the Company
cannot guarantee that, in the future, it will not incur additional
costs for compliance or that such costs will not be
material.
D.Employees
The number of SIFCO employees were approximately 434 at the
beginning of fiscal 2020 and increased to approximately 446
employees at the end of fiscal 2020. The increase in employee
headcount is a result of increasing production at the Orange
location as a result of the progress in the restoration from the
fire incident that occurred in fiscal 2019. The Company’s employees
include full-time, part-time, and temporary employees.
Approximately 73% of our employees were located within the U.S. and
27% of our employees were located in Italy. Approximately 64% of
our workforce within the U.S. is composed of skilled and unskilled
labor, and the remaining population includes management, corporate,
administrative and support staff.
The Company is a party to collective bargaining agreements ("CBA")
with certain employees within the Cleveland location. The Cleveland
location has two bargaining units; the Company ratified its CBA
with one such unit in December 2019. The second bargaining unit
received notice in the second quarter of fiscal 2020 from the
International Association of Machinists and Aerospace Workers Union
that they were disclaiming all interest in representing such unit.
In the same quarter, the International Brotherhood of Boilermakers
Union filed a petition to represent such unit. In June 2020, the
National Labor Relations Board certified the International
Brotherhood of Boilermakers as the elected representative of the
Company’s second bargaining unit. Negotiations with this
second bargaining group are ongoing and there have been no work
disruptions as the Company continues to operate per the terms of
the previous contract. The Company’s obligations will be more fully
understood following the ratification of a collective bargaining
agreement. The Maniago location is party to the National Collective
Agreement in Metalworking, which expired in December 2019.
Negotiations have been ongoing regarding such agreement; however,
until an agreement is reached, Maniago will continue to apply
existing terms of its most recent contract.
The skills, experience and industry knowledge of our employees
significantly benefit our operations and performance. There are
several ways in which we attract, develop, and retain highly
qualified talent, including by making the safety and health of our
employees a top priority. In response to the COVID-19 pandemic, we
developed, implemented, and have maintained procedures and
protocols to minimize the risk to the health and safety of our
employees while allowing us to continue to operate our facilities
and provide our products to our customers on a timely basis.
Included among these procedures were providing for remote work
where practicable and implementing protocols for social distancing,
disinfecting, sanitation and
mask-wearing. Throughout the pandemic, we have consistently been
able to meet our customers' demands for our products, while at the
same time making the necessary investments to ensure that we
prioritize the health, safety and welfare of our
employees.
E.Non-U.S.
Operations
The Company's products are distributed in the U.S. as well as
non-U.S. markets.
Financial information about the Company's U.S. and non-U.S.
operations is set forth in Note 12, Business
Information,
of the consolidated financial statements.
F.Available
Information
The Company files annual, quarterly, and current reports, proxy
statements, and other documents with the SEC under the Securities
Exchange Act of 1934, as amended. The SEC maintains an Internet
website that contains reports, proxy and information statements,
and other information regarding issuers that file electronically
with the SEC. The public can obtain any documents that are filed by
the Company at http://www.sec.gov.
In addition, our annual reports on Form 10-K, as well as our
quarterly reports on Form 10-Q, current reports on Form 8-K and any
amendments to all of the foregoing reports, are made available free
of charge on or through the “Investor Relations” section of our
website at www.sifco.com as soon as reasonably practicable after
such reports are electronically filed with or furnished to the
SEC.
Information relating to our corporate governance at SIFCO,
including the Audit Committee, Corporate Governance and Nominating
Committee and Compensation Committee Charters, as well as the
Corporate Governance Guidelines and Policies and the Code of
Conduct & Ethics adopted by our Board of Directors, is
available free of charge on or through the “Investor Relations”
section of our website at
www.sifco.com.
References to our website or the SEC’s website do not constitute
incorporation by reference of the information contained on such
websites, and such information is not part of this Form
10-K.
Item 1A. Risk Factors
Set forth below are material risks and uncertainties that could
negatively affect our business and financial condition and could
cause our actual results to differ materially from those expressed
in forward-looking statements contained in this report. Additional
risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations
and financial condition. We face risks related to the COVID-19
outbreak and actions in response thereto, which have exacerbated or
could further exacerbate conditions in our risk factors noted
below.
Risks Related to Our Business and Operations
We are subject to the cyclical nature of the A&E industries and
the continuing or further downturn in these industries could
adversely impact the demand for our products.
The commercial
aerospace industry is historically driven by the demand from
commercial airlines for new aircraft. Demand for commercial
aircraft is influenced by airline industry profitability, trends in
airline passenger traffic, the state of U.S. and world economies,
the ability of aircraft purchasers to obtain required financing and
numerous other factors including the effects of terrorism, health
and safety concerns and environmental constraints imposed upon
aircraft operators. The commercial aerospace industry has been
significantly impacted by the COVID-19 pandemic and may continue to
be negatively impacted for a prolonged period of time and the
magnitude of the impacts of the COVID-19 pandemic on this industry
cannot be fully understood at this time. We have experienced
changes in demands from our customers in this market and the
reduction in demand for commercial aircraft will adversely impact
our net sales and operating results.
The military aerospace cycle is highly dependent on U.S. and
foreign government funding; as well as the effects of terrorism, a
changing global political environment, U.S. foreign policy, the
retirement of older aircraft and technological improvements to new
engines. Accordingly, the timing, duration and severity of cyclical
upturns and downturns cannot be forecast with certainty. Downturns
or reductions in demand could have a material adverse effect on our
business.
The energy industry is also cyclical in nature. Demand for our new
and spare components in this industry is, in turn, driven by the
global demand for energy, which is affected by, among other
factors, the state of the world economies, the political
environments of numerous countries and environmental constraints.
The availability of alternative energy and oil and gas, and related
prices, also have a large impact on demand. Reductions in demand
for products in this market could have a material adverse effect on
our business.
Cyclical declines or sustained weakness in these markets could have
a material adverse effect on our business.
Government spending priorities and terms may change in a manner
adverse to our business.
At times, our supplying of products to the U.S. military has been
adversely affected by significant changes in U.S. defense and
national security budgets. Budget changes that result in a decline
in overall spending, program delays, program cancellations or a
slowing of new program starts on programs in which we participate
could materially adversely affect our business, prospects,
financial condition or results of operations. Future levels of
expenditures and authorizations for defense-related programs by the
U.S. government may decrease, remain constant or shift to programs
in areas where we do not currently provide products, thereby
reducing the chances that we will be awarded new
contracts.
SIFCO has contracts for programs where the period of performance
may exceed one year. Congress and certain foreign governments must
usually approve funds for a given program each fiscal year and may
significantly reduce funding of a program in a particular year.
Significant reductions in these appropriations or the amount of new
defense contracts awarded may affect our ability to complete
contracts, obtain new work and grow our business. At times when
there are perceived threats to national security, U.S. defense
spending can increase; at other times, defense spending can
decrease. Future levels of defense spending are uncertain and
subject to congressional debate. Any reduction in future U.S.
defense spending levels could adversely impact our sales, operating
profit and our cash flow.
Failure to retain existing contracts or win new contracts under
competitive bidding processes may adversely affect our
sales.
SIFCO obtains most of its contracts through a competitive bidding
process, and substantially all of the business that we expect to
seek in the foreseeable future likely will be subject to a
competitive bidding process. Competitive bidding presents a number
of risks, including:
a.the
need to compete against companies or teams of companies with more
financial and marketing resources and more experience in bidding on
and performing major contracts than we have;
b.the
need to compete against companies or teams of companies that may be
long-term, entrenched incumbents for a particular contract for
which we are competing and that have, as a result, greater domain
expertise and better customer relations;
c.the
need to compete to retain existing contracts that have in the past
been awarded to us on a sole-source basis or that have been
incumbent for a long time;
d.the
award of contracts to providers offering solutions at the “lowest
price technically acceptable,” which may lower the profit we may
generate under a contract awarded using this pricing method or
prevent us from submitting a bid for such work due to us deeming
such work to be unprofitable;
e.the
reduction of margins achievable under any contracts awarded to
us;
f.the
need to bid on some programs in advance of the completion of their
specifications, which may result in unforeseen technological
difficulties or increased costs that lower our
profitability;
g.the
substantial cost and managerial time and effort, including design,
development and marketing activities, necessary to prepare bids and
proposals for contracts that may not be awarded to us;
h.the
need to develop, introduce and implement new and enhanced solutions
to our customers’ needs;
i.the
need to locate and contract with teaming partners and
subcontractors;
j.the
need to accurately estimate the resources and cost structure that
will be required to perform any contract that we are awarded;
and
k.long
term agreements - changes in our cost profile over the life of a
long-term agreement.
If SIFCO wins a contract, and upon expiration, the customer
requires further services of the type provided by the contract,
there is frequently a competitive rebidding process. There can be
no assurance that we will win any particular bid, that we will win
the contract at the same profit margin, or that we will be able to
replace business lost upon expiration or completion of a
contract.
If SIFCO is unable to consistently retain existing contracts or win
new contract awards, our business, prospects, financial condition
and results of operations may be adversely affected.
The Company may not receive the full amounts estimated under the
contracts in our total backlog, which could reduce our sales in
future periods below the levels anticipated, and which makes
backlog an uncertain indicator of future operating
results.
As of September 30, 2020, our total backlog was $91.1 million.
Orders may be canceled and scope adjustments may occur, and we may
not realize the full amounts of sales that we anticipate in our
backlog numbers. Further, there is no assurance that our customers
will purchase all the orders represented in our backlog, due in
part to the U.S. government’s ability to modify, curtail or
terminate major programs. Additionally, the timing of receipt of
orders, if any, on contracts included in our backlog could change.
The failure to realize amounts reflected in our backlog could
materially adversely affect our business, financial condition and
results of operations in future periods.
SIFCO business is dependent on a small number of direct and
indirect customers.
A substantial portion of
SIFCO's business is conducted with a relatively small number of
large direct and indirect customers. In fiscal 2020, three
customers accounted for approximately 47% percent of our
consolidated net sales and 49% of the Company’s consolidated net
sales were from four customers and their direct subcontractors. A
financial hardship experienced by any one of these key customers,
the loss of any of them or a reduction in or substantial delay of
orders from any of them could have a material adverse effect on our
business.
The Company's failure to identify, attract and retain qualified
personnel could adversely affect our existing business, financial
condition and results of operations.
SIFCO may not be able to identify, attract or retain qualified
technical personnel, sales and customer service personnel,
employees with expertise in forging, or management personnel to
supervise such activities. We may also not attract and retain
employees who share the Company's core values, who can maintain and
grow our existing business, and who are suited to work in a public
company environment, which could adversely affect our financial
condition and results of operations.
The Company's business could be negatively affected by
cybersecurity threats, information systems interruptions,
intrusions or new software implementations and other
disruptions.
SIFCO faces cyber threats, as well as the potential for business
disruptions associated with information technology failures and
interruptions, new software implementation, and damaging weather or
other acts of nature, and pandemics or other public health crises,
which may adversely affect our business.
Although we continue to review and enhance our systems and
cybersecurity controls, SIFCO has experienced and expects to
continue to experience cybersecurity threats, including threats to
our information technology infrastructure and attempts to gain
access to the Company’s sensitive information, as do our customers,
suppliers and subcontractors. Although we maintain information
security policies and procedures to prevent, detect, and mitigate
these threats, information system disruptions, equipment failures
or cybersecurity attacks, such as unauthorized access, malicious
software and other intrusions, could still occur and may lead to
potential data corruption, exposure of proprietary and confidential
information. Further, while SIFCO works cooperatively with its
customers, suppliers and subcontractors to seek to minimize the
impacts of cyber threats, other security threats or business
disruptions, in addition to our internal processes, procedures and
systems, it must also rely on the safeguards put in place by those
entities.
Any intrusion, disruption, breach or similar event may cause
operational stoppages, fines, penalties, diminished competitive
advantages through reputational damages and increased operational
costs. The costs related to cyber or other security threats or
disruptions may not be fully mitigated by insurance or other means.
Further, these risks may be increased to the extent employees work
from home as part of our response to the COVID-19 pandemic. The
occurrence of any of these events could adversely affect our
internal operations, the services we provide to customers, our
competitive advantages, our future financial results, our
reputation, our stock price, and lead to early obsolescence of our
products and services. The occurrence of any of these events could
also result in civil and/or criminal liabilities.
SIFCO relies on our suppliers to meet the quality or delivery
expectations of our customers.
The ability to deliver SIFCO's products on schedule is dependent
upon a variety of factors, including execution of internal
performance plans, availability of raw materials, internal and
supplier produced parts and structures, conversion of raw materials
into parts and assemblies, and performance of suppliers and others.
We rely on numerous third-party suppliers for raw materials and a
large proportion of the components used in our production process.
Certain of these raw materials and components are available only
from single sources or a limited number of suppliers, or similarly,
customers’ specifications may require SIFCO to obtain raw materials
and/or components from a single source or certain suppliers. Many
of our suppliers are small companies with limited financial
resources and manufacturing capabilities. We do not currently have
the ability to manufacture these components ourselves.
Consequently, we risk disruptions in our supply of key products and
components if our suppliers fail or are unable to perform because
of shortages in raw materials, operational problems, strikes,
natural disasters,
health crises (such as the COVID-19 pandemic) or other factors. We
may have disputes with our vendors arising from, among other
things, the quality of products and services or customer concerns
about the vendor. If any of our vendors fail to timely meet their
contractual obligations or have regulatory compliance or other
problems, our ability to fulfill our obligations may be
jeopardized. Economic downturns can adversely affect a vendor’s
ability to manufacture or deliver products. Further, vendors may
also be enjoined from manufacturing and distributing products to us
as a result of litigation filed by third parties, including
intellectual property litigation. If SIFCO were to experience
difficulty in obtaining certain products, there could be an adverse
effect on its results of operations and on its customer
relationships and our reputation. Additionally, our key vendors
could also increase pricing of their products, which could
negatively affect our ability to win contracts by offering
competitive prices.
Any material supply disruptions could adversely affect our ability
to perform our obligations under our contracts and could result in
cancellation of contracts or purchase orders, penalties, delays in
realizing revenues, and payment delays, as well as adversely affect
our ongoing product cost structure.
Failure to perform by our subcontractors could materially and
adversely affect our contract performance and its ability to obtain
future business.
The performance of contracts often involves subcontractors, upon
which we rely to complete delivery of products to our customers.
SIFCO may have disputes with subcontractors. A failure by a
subcontractor to satisfactorily deliver products can adversely
affect our ability to perform our obligations as a prime
contractor. Any subcontractor performance deficiencies could result
in the customer terminating our contract for default, which could
expose us to liability for excess costs of re-procurement by the
customer and have a material adverse effect on our ability to
compete for other contracts.
The Company's future success depends on the ability to meet the
needs of its customer requirements in a timely manner.
The Company believes that the commercial A&E markets in which
we operate require sophisticated manufacturing and
system-integration techniques and capabilities using composite and
metallic materials. The Company’s success depends to a significant
extent on our ability to acquire, develop, execute and maintain
such sophisticated techniques and capabilities to meet the needs of
our customers and to bring those products to market quickly and at
cost-effective prices. If we are unable to acquire and/or develop,
execute and maintain such techniques and capabilities, we may
experience an adverse effect to our business, financial condition
or results of operation.
The Company faces certain significant risk exposures and potential
liabilities that may not be covered adequately by insurance or
indemnity.
We are exposed to liabilities that are unique to the products we
provide. While we maintain insurance for certain risks, the amount
of insurance or indemnity may not be adequate to cover all claims
or liabilities, and we may be forced to bear substantial costs from
an accident or incident. It also is not possible for SIFCO to
obtain insurance to protect against all operational risks and
liabilities. Substantial claims resulting from an incident in
excess of the indemnification we receive and our insurance coverage
would harm our financial condition, results of operations and cash
flows. Moreover, any accident or incident for which we are liable,
even if fully insured, could negatively affect our standing with
our customers and the public, thereby making it more difficult for
us to compete effectively, and could significantly impact the cost
and availability of adequate insurance in the future.
The Company's business is subject to risks associated with
international operations.
SIFCO has operations in Maniago, Italy. A number of risks inherent
in international operations could have a material adverse effect on
our results of operations, including:
a.fluctuations
in U.S. dollar value arising from transactions denominated in
foreign currencies and the translation of certain foreign currency
subsidiary balances;
b.difficulties
in staffing and managing multi-national operations;
c.general
economic and political uncertainties and potential for social
unrest in countries in which we or our customers
operate;
d.limitations
on our ability to enforce legal rights and remedies;
e.restrictions
on the repatriation of funds;
f.changes
in trade policies, laws, regulations, political leadership and
environment, and/or security risks;
g.tariff
regulations;
h.difficulties
in obtaining export and import licenses and compliance with
export/import controls and regulations;
i.the
risk of government financed competition;
j.compliance
with a variety of international laws as well as U.S. regulations,
rules and practices affecting the activities of companies abroad;
and
k.difficulties
in managing and staffing international operations and the required
infrastructure costs, including legal, tax, accounting, and
information technology.
We operate in a highly competitive and price sensitive industry,
and customer pricing pressures could reduce the demand and/or price
for our products and services.
The end-user markets SIFCO serves are highly competitive and price
sensitive. We compete globally with a number of domestic and
international companies that have substantially greater
manufacturing, purchasing, marketing and financial resources than
we do. Many of SIFCO's customers have the in-house capability to
fulfill their manufacturing requirements. SIFCO's larger
competitors may be able to vie more effectively for very
large-scale contracts than we can by providing different or greater
capabilities or benefits such as technical qualifications, past
performance on large-scale contracts, geographic presence, price
and availability of key professional personnel. If SIFCO is unable
to successfully compete for new business, our net sales growth and
operating margins may decline. Competitive pricing pressures may
have an adverse effect on our financial condition and operating
results. Further, there can be no assurance that competition from
existing or potential competitors will not have a material adverse
effect on our financial results. If SIFCO does not continue to
compete effectively and win contracts, our future business,
financial condition, results of operations and our ability to meet
its financial obligations may be materially
compromised.
The Company uses estimates when pricing contracts and any changes
in such estimates could have an adverse effect on our profitability
and our overall financial performance.
When agreeing to contractual terms, some of which extend for
multiple years, SIFCO makes assumptions and projections about
future conditions and events. These projections assess the
productivity and availability of labor, complexity of the work to
be performed, cost and availability of materials, impact of delayed
performance and timing of product deliveries. Contract pricing
requires judgment relative to assessing risks, estimating contract
revenues and costs, and making assumptions for schedule and
technical issues. Due to the size and nature of many of our
contracts, the estimation of total revenues and costs at completion
is complicated and subject to many variables. For example,
assumptions are made regarding the length of time to complete a
contract since costs also include expected increases in wages,
prices for materials and allocated fixed costs. Similarly,
assumptions are made regarding the future impact of our efficiency
initiatives and cost reduction efforts. Incentives, awards or
penalties related to performance on contracts are considered in
estimating revenue and profit rates and are recorded when there is
sufficient information to assess anticipated performance.
Suppliers' assertions are also assessed and considered in
estimating costs and profit rates.
Because of the significance of the judgment and estimation
processes described above, it is possible that materially different
amounts could be obtained if different assumptions were used or if
the underlying circumstances were to change. Changes in underlying
assumptions, circumstances or estimates may have a material adverse
effect upon the profitability of one or more of the affected
contracts, future period financial reporting and
performance.
Our technologies could become obsolete, reducing our revenues and
profitability.
Technologies related to our products have undergone, and in the
future may undergo, significant changes and the future of our
business will depend in large part upon the continuing relevance of
our forging capabilities. SIFCO could encounter competition from
new or revised technologies that render its technologies and
equipment less profitable or obsolete in our chosen markets and our
operating results may suffer.
If the Company fails to maintain an effective system of internal
control over financial reporting, it may not be able to accurately
or timely report its financial results. As a result, current and
potential shareholders could lose confidence in the Company's
financial reporting, which would harm the business and the trading
price of its common stock.
As further described in Item 9A in our Annual Report on Form 10-K,
for the fiscal year ended September 30, 2020, management identified
a material weakness in the Company’s internal control over
financial reporting and determined that SIFCO’s internal control
over financial reporting and its disclosure controls and procedures
were not effective. Management identified a material weaknesses
related to insufficient review of specific controls associated with
revenue, inventory and income taxes at its Maniago location. Until
remediated, these material weaknesses could result in a material
misstatement to the annual or interim consolidated financial
statements that would not be prevented or detected on a timely
basis. As with any internal control deficiency, there can be no
assurance that our remedial measures will be successful or
otherwise sufficient to address the material weakness. If the
Company is unable to remediate the material weaknesses, or is
otherwise unable to maintain effective internal control over
financial reporting or disclosure controls and procedures, or if
additional material weaknesses or significant deficiencies in our
internal control over financial reporting are discovered or occur
in the future, the Company’s ability to record, process and report
financial information accurately, and to prepare financial
statements within required time periods, could be adversely
affected, which could subject the Company to litigation or
investigations requiring management resources and payment of legal
and other expenses, including civil penalties, negatively affect
investor confidence in our financial statements and adversely
impact our stock price.
Labor disruptions by our employees could adversely affect our
business.
As of September 30, 2020, we employed approximately 446 people. Two
of our locations are parties to collective bargaining agreements.
Although we have not experienced any material labor-related work
stoppage and consider our relations with our employees to be good,
labor stoppages may occur in the future. If the unionized workers
were to engage in a strike or other work stoppage, or if SIFCO is
unable to negotiate acceptable collective bargaining agreements
with the unions, or if other employees were to become unionized, we
could experience a significant disruption of our operations, higher
ongoing labor costs and possible loss of customer contracts, which
could have an adverse effect on our business and results of
operations.
Risks Related to Financial Matters
Global economic conditions may adversely impact our business,
operating results or financial condition.
Disruption and volatility in global financial markets may lead to
increased rates of default and bankruptcy and may negatively impact
consumer and business spending levels. In 2020, the widespread
public health crisis caused by the COVID-19 outbreak has adversely
impacted the economies and financial markets worldwide, resulting
in an economic downturn that has adversely impacted many
businesses, including ours. The pandemic and other events could
adversely affect our business, operating results or financial
condition. Current or potential customers may delay or decrease
spending on our products and services as their business and/or
budgets are impacted by economic conditions. The inability of
current and potential customers to pay SIFCO for its products and
services may adversely affect its earnings and cash
flows.
Our indebtedness and restrictive covenants under our credit
facilities could limit our operational and financial
flexibility.
We have incurred significant indebtedness, and may incur additional
debt in the future. Our ability to make interest and scheduled
principal payments and operate within restrictive covenants could
be adversely impacted by changes in the availability, terms and
cost of capital, changes in interest rates or changes in our credit
ratings or our outlook. These changes could increase our cost of
business, limiting our ability to pursue acquisition opportunities,
react to market conditions and meet operational and capital needs,
thereby placing us at a competitive disadvantage. Further, the
Company's credit agreement matures within the next 12 months. While
it is the intent of the Company's management to refinance its
credit facilities with the existing lender, no assurances can be
made that such refinancing will be completed or completed on
similar terms to the existing credit facilities.
If we do not meet the standards for forgiveness of our PPP Loan, we
may be required to repay the loan over a period of two
years.
On April 10, 2020, we entered into a promissory note evidencing an
unsecured $5.0 million loan under the Paycheck Protection Program
(the “PPP Loan”). The Paycheck Protection Program (or “PPP”) was
established under the Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”) and is administered by the U.S.
Small Business Administration. The PPP Loan was made by the
Company’s current lenders. The term of the PPP Loan is two years
and the interest rate on the PPP Loan is 0.98%. Although the
Company intends to apply for forgiveness of all or a portion of its
PPP Loan (with such forgiveness based on the use of loan proceeds
for payroll costs and mortgage interest, rent or utility costs and
the maintenance of employee and compensation levels), we make no
representations that we will qualify for forgiveness of all or part
of the PPP Loan. While we expect to meet the standards for full
forgiveness of the PPP Loan, there can be no assurance that we will
meet such standards. Further, as a consequence of post-PPP Loan
rule making by the Small Business Administration, shifting
regulatory guidance and/or other factors, we may be required to
repay the PPP Loan before its expected maturity date.
The funding and costs associated with our pension plans and
significant changes in key estimates and assumptions, such as
discount rates and assumed long-term returns on assets, actual
investment returns on our pension plan assets, and legislative and
regulatory actions could affect our earnings, equity and
contributions to our pension plans in future periods.
Certain of the Company's employees are covered by its
noncontributory defined benefit pension plans (“Plans”). The impact
of these Plans on our earnings may be volatile in that the amount
of expense we record and may materially change from year to year
because those calculations are sensitive to changes in several key
economic assumptions, including discount rates, inflation, expected
return on plan assets, retirement rates and mortality rates. These
pension costs are dependent on significant judgment in the use of
various estimates and assumptions, particularly with respect to the
discount rate and expected long-term rates of return on plan
assets. Changes to these estimates and assumptions could have a
material adverse effect on our financial position, results of
operations or cash flows. Differences between actual investment
returns and our assumed long-term returns on assets will result in
changes in future pension expense and the funded status of our
Plans, and could increase future funding of the Plans. Changes in
these factors affect our plan funding, cash flows, earnings, and
shareholders’ equity. Additionally, the Company contributed to a
multi-employer retirement plan. While the Company withdrew from
this plan to mitigate future costs, the Company may be subject to
liability in connection with such withdrawal (see Note 8,
Retirement Benefit Plans).
Market volatility and adverse capital or credit market conditions
may affect our ability to access cost-effective sources of funding
and may expose SIFCO to risks associated with the financial
viability of suppliers.
The financial markets can experience high levels of volatility and
disruption, reducing the availability of credit for certain issuers
and the financial markets have undergone significant volatility in
reaction to the COVID-19 pandemic.
The tightening of the credit market and standards, as well as
capital market volatility, could negatively impact our ability to
obtain additional debt financing on terms equivalent to our
existing Credit Agreement. Capital market uncertainty and
volatility, together with the Company’s market capitalization and
status as a smaller reporting company, could also negatively impact
our ability to obtain capital market financing or bank financing on
favorable terms, or at all, which could have a material adverse
effect on our financial position, results of operations or cash
flows.
Tightening credit markets could also adversely affect our
suppliers' ability to obtain financing. Delays in suppliers'
ability to obtain financing, or the unavailability of financing,
could negatively affect their ability to perform their contracts
with SIFCO and cause our inability to meet our contract
obligations. The inability of our suppliers to obtain financing
could also result in the need for us to transition to alternate
suppliers, which could result in significant incremental costs and
delays.
A write-off of all or part of our goodwill or other intangible
assets could adversely affect our operating results and net
worth.
Goodwill and other intangible assets are a component of our assets.
At September 30, 2020, goodwill was $3.5 million and other
intangible assets were $1.9 million of our total assets of $121.9
million. We may have to write off all or part of our goodwill or
other intangible assets if their value becomes impaired. Although
this write-off would be a non-cash charge, it could reduce our
earnings and our financial condition.
General Risks
Our business is subject to risks associated with widespread public
health crises, including the current COVID-19
pandemic.
In March 2020, the outbreak of COVID-19 was recognized as a
pandemic by the World Health Organization, and the outbreak
subsequently became increasingly widespread in the United States
and other countries in which we conduct business. While we continue
to actively monitor the pandemic and take steps to mitigate the
risks posed by its spread, there is no guarantee that our efforts
will mitigate the adverse impacts of COVID-19 or will be effective.
Uncertain factors relating to the COVID-19 pandemic continue to
include the duration of the outbreak, the severity of the disease,
and the actions taken, or perception of actions that may be taken,
to contain or treat its impact, including declarations and/or
re-instituting states of emergency, business closures,
manufacturing restrictions and a prolonged period of travel,
commercial and/or other similar restrictions and
limitations.
The pandemic is affecting and is expected to continue to affect
certain elements of our operations and business. We have
experienced operational interruptions as a result of COVID-19,
including the temporary suspension of operations at our facilities
in Maniago, Italy and border closures that have resulted in delayed
shipments, as well as temporary interruptions of the Company's
other facilities in order to undertake deep cleaning and other
preventative measures. Further or more prolonged operational
disruptions in the U.S. or other locations in which we or our
customers operate could have a material impact on our consolidated
results of operations.
We have experienced and expect to continue to experience
unpredictable changes in demand from the markets we serve. The
A&E industries have been negatively impacted by the COVID-19
pandemic as a result of various restrictions on air travel and
concern regarding air travel during a pandemic. These factors have
caused reductions in demand for commercial aircraft, which will
adversely impact our net sales and operating results and may
continue to do so for an extended period of time. Further, an
overall reduction in business activity as a result of the
disruption has led to a continued softening of the energy market.
If the pandemic continues and conditions worsen, we may experience
additional adverse impacts on our operations, costs, customer
orders, and collections of accounts receivable, which may be
material. While we are unable to predict the magnitude of the
impact of these factors at this time, the loss of, or significant
reduction in, purchases by our large customers could have a
material adverse effect on our business, financial condition, and
results of operations.
Additionally, the pandemic could lead to an extended disruption of
economic activity whereby the impact on our consolidated results of
operations, financial position and cash flows could be material.
While the potential economic impact brought by and the duration of
the coronavirus outbreak may be difficult to assess or predict, the
continuation of a widespread pandemic could result in significant
or sustained disruption of global financial markets, reducing our
ability to access capital, which could in the future negatively
affect our liquidity. While the Company believes it has adequate
cash/liquidity available to finance its operations, our ability to
make scheduled payments of the principal of, to pay interest on or
to refinance our indebtedness, depends on our future performance,
which is subject to general economic, financial, competitive and
other factors (including
the continued impact of COVID-19) beyond our control. In addition,
while we believe we have taken appropriate steps to maintain a safe
workplace to protect our employees from contracting and spreading
the coronavirus, we may not be able to prevent the spread of the
virus among our employees, face litigation or other proceedings
making claims related to unsafe working conditions, inadequate
protection of our employees or other claims. Any of these claims,
even if without merit, could result in costly litigation or divert
management's attention and resources. Furthermore, we may face a
sustained disruption to our operations due to one or more of the
factors described above.
The impact of the COVID-19 pandemic may also exacerbate other risks
and uncertainties the Company faces or may face. The impact depends
on the severity and duration of the current COVID-19 pandemic and
actions taken by governmental authorities and other third parties
in response, each of which is uncertain, rapidly changing and
difficult to predict.
The price of our common stock may fluctuate
significantly.
An active, liquid and orderly market for our common stock may not
be sustained, which could depress the trading price of our common
stock.
Volatility in the market price of our common stock may prevent you
from being able to sell your shares at or above the price you paid
for your shares or at all. The market price of our common stock
could fluctuate significantly for various reasons, which
include:
a.our
quarterly or annual earnings or those of our competitors or our
significant customers;
b.the
public’s reaction to our press releases, our other public
announcements and our filings with the Securities and Exchange
Commission;
c.changes
in earnings estimates or recommendations by research analysts who
track the stocks of our competitors;
d.new
laws or regulations or new interpretations of laws or regulations
applicable to our business;
e.changes
in accounting standards, policies, guidance, interpretations or
principles;
f.changes
in general conditions in the domestic and global economies or
financial markets, including those resulting from war, incidents of
terrorism, health crises (such as the ongoing COVID-19 pandemic) or
responses to such events;
g.litigation
involving our company or investigations or audits by regulators
into the operations of our company or our competitors;
h.strategic
action by our competitors;
i.sales
of common stock by our directors, executive officers and
significant shareholders; and
j.our
stock being closely held by insider holdings and is thinly traded
which impacts price volatility.
In addition, the stock market in general has experienced extreme
price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies.
Broad market and industry factors may significantly affect the
market price of our common stock, regardless of actual operating
performance. In addition, in the past, following periods of
volatility in the overall market and the market price of a
particular company’s securities, securities class action litigation
has often been instituted against these companies. If litigation is
instituted against us, it could result in substantial costs and a
diversion of our management’s attention and resources.
Unanticipated changes in our tax provisions or exposure to
additional income tax liabilities could affect our profitability
and cash flow.
SIFCO is subject to income taxes in the United States, Italy and
Ireland. Significant judgment is required in determining our
provision for income taxes. In the ordinary course of business,
there are many transactions and calculations where the ultimate tax
determination is uncertain. Changes in applicable income tax laws
and regulations, or their interpretation, could result in higher or
lower income tax rates or changes in the taxability of certain
sales or the deductibility of certain expenses, thereby affecting
our income tax expense and profitability. In addition, the final
results of any tax audits or related litigation could be materially
different from our related historical income tax provisions and
accruals. Additionally, changes in our tax rate as a result of
changes in our overall profitability, changes in tax legislation,
changes in the valuation of deferred tax assets and liabilities,
changes in differences between financial reporting income and
taxable income, the examination of previously filed tax returns by
taxing authorities and continuing assessments of our tax exposures
can also impact our tax liabilities and affect our income tax
expense, profitability and cash flow.
Damage or destruction of our facilities caused by storms,
earthquakes or other causes could adversely affect our financial
results and financial condition.
We have operations located in regions of the world that may be
exposed to damaging storms, earthquakes and other natural disasters
as well as other events outside of our control, such as fires,
floods and other catastrophic events. Although we maintain standard
property casualty insurance covering our properties and may be able
to recover costs associated with certain natural disasters through
insurance. Even if covered by insurance, any significant damage or
destruction of our facilities due to such events could result in
its inability to meet customer delivery schedules and may result in
the loss of customers and
significant additional costs to SIFCO. Thus, any significant damage
or destruction of our properties could have a material adverse
effect on our business, financial condition or results of
operations.
The occurrence of litigation where we could be named as a defendant
is unpredictable.
From time to time, we are involved in various legal and other
proceedings that are incidental to the conduct of our business.
While we believe no current proceedings, if adversely determined,
could have a material adverse effect on our financial results, no
assurances can be given. Any such claims may divert financial and
management resources that would otherwise be used to benefit our
operations and could have a material adverse effect on our
financial results.
Our operations are subject to environmental laws, and complying
with those laws may cause us to incur significant
costs.
Our operations and facilities are subject to numerous stringent
environmental laws and regulations. Although we believe that we are
in compliance with these laws and regulations, future changes in
these laws, regulations or interpretations of them, or changes in
the nature of our operations may require us to make significant
capital expenditures to ensure compliance.
Item 2. Properties
The Company’s 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 dies, jigs, tools and fixtures and in
many instances having automatic control features and special
adaptations. In general, the Company’s property, plant and
equipment are in good operating condition, are well maintained, and
its facilities are in regular use. The Company considers its
investment in property, plant and equipment as of
September 30, 2020 suitable and adequate given the current
product offerings for the respective operations in the current
business environment. The square footage numbers set forth in the
following paragraphs are approximations:
•SIFCO
operates and manufactures in multiple facilities—(i) an owned
240,000 square foot facility located in Cleveland, Ohio, which is
also the site of the Company’s corporate headquarters,
(ii) leased facilities aggregating approximately 70,500 square
feet located in Orange, California, and (iii) owned facilities
aggregating approximately 91,000 square feet located in Maniago,
Italy.
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 and 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
Company’s future operating results could be affected by future
costs of litigation.
See
Note 11,
Commitments
and Contingencies,
of the consolidated financial statements for more information
regarding the legal proceedings in which the Company is
involved.
Executive Officers of the Registrant
Set forth below is certain information concerning the Company's
executive officers. The executive officers are appointed annually
by the Board of Directors.
•Peter
W. Knapper - President and Chief Executive Officer
•Thomas
R. Kubera - Chief Financial Officer
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Name |
Age |
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Title and Business Experience |
Peter W. Knapper |
59 |
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President and Chief Executive Officer since June 2016. Prior to
joining SIFCO, Mr. Knapper worked for the TECT Corporation from
2007 to 2016 and was the Director of Strategy and Site Development.
TECT offers the aerospace, power-generation, transportation,
marine, and medical industries a combination of capabilities unique
among metal component manufacturers. Prior to this role, Mr.
Knapper, served as President of TECT Aerospace and Vice President
of Operations of TECT Power. In addition, Mr. Knapper spent five
years at Rolls Royce Energy Systems, Inc., a subsidiary of
Rolls-Royce Holdings plc, as the Director of Component
Manufacturing and Assembly. Mr. Knapper brings his strategic and
industry experience to his role in management and to the Board of
the Company.
|
Thomas R. Kubera |
61 |
|
Chief Financial Officer since August 8, 2018. Prior to his
appointment, Mr. Kubera was Interim Chief Financial Officer from
July 1, 2017 to August 7, 2018 and Chief Accounting Officer since
January 31, 2018. Mr. Kubera was Corporate Controller from May 2014
and had served as Interim Chief Financial Officer from April 2015
to May 2015. Prior to joining SIFCO, Mr. Kubera was previously at
Cleveland-Cliffs, Inc. (previously known as Cliffs Natural
Resources, Inc.) from April 2005 through 2014, most recently as the
Controller of Global Operations Services. He also held several
assistant controller positions and was a Senior Manager of External
Reporting while at Cleveland-Cliffs, Inc. |
PART II
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K may contain various forward-looking statements and
includes assumptions concerning the Company’s operations, future
results and prospects. These forward-looking statements are based
on current expectations and are subject to risk and uncertainties.
In connection with the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, the Company provides this
cautionary statement identifying important economic, political and
technological factors, among others, the absence or effect of which
could cause the actual results or events to differ materially from
those set forth in or implied by the forward-looking statements and
related assumptions. Such factors include the following: (1) the
impact on business conditions in general, and on the demand for
product in the A&E industries in particular, of the global
economic outlook, including the continuation of military spending
at or near current levels and the availability of capital and
liquidity from banks, the financial markets and other providers of
credit; (2) the future business environment, including capital and
consumer spending; (3) competitive factors, including the ability
to replace business that may be lost at comparable margins; (4)
metals and commodities price increases and the Company’s ability to
recover such price increases; (5) successful development and market
introduction of new products and services; (6) continued reliance
on consumer acceptance of regional and business aircraft powered by
more fuel efficient turboprop engines; (7) continued reliance on
military spending, in general, and/or several major customers, in
particular, for revenues; (8) the impact on future contributions to
the Company’s defined benefit pension plans due to changes in
actuarial assumptions, government regulations and the market value
of plan assets; (9) stable governments, business conditions, laws,
regulations and taxes in economies where business is conducted;
(10) the ability to successfully integrate businesses that may be
acquired into the Company’s operations; (11) cyber and other
security threats or disruptions faced by us, our customers or our
suppliers and other partners; (12) our exposure to additional risks
as a result of our international business, including risks related
to geopolitical and economic factors, suppliers, laws and
regulations; (13) the ability to maintain a qualified workforce;
(14) the adequacy and availability of our insurance coverage; (15)
our ability to develop new products and technologies and maintain
technologies, facilities, and equipment to win new competitions and
meet the needs of our customers; (16) our ability to realize
amounts in our backlog; (17) investigations, claims, disputes,
enforcement actions, litigation and/or other legal proceedings;
(18) extraordinary or force majeure events affecting the business
or operations of our business; and (19) the impact of the novel
COVID-19 pandemic and related impact on the global economy, which
may exacerbate the above factors and/or impact our results of
operations and financial condition.
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
The Company’s Common Shares are traded on the NYSE American
exchange under the symbol “SIF.”
Dividends and Shareholders
The Company did not declare a cash dividend during fiscal 2020 or
fiscal 2019. The Company will continue to evaluate the payment of
dividends annually based on its relative profitability, available
resources, and investment strategies. The Company currently intends
to retain a significant majority of its earnings for operations and
to aid in mitigating the uncertainty of the impact to COVID-19.
Additionally, the Company’s ability to declare or pay cash
dividends is limited by its credit agreement. At October 30,
2020, there were approximately 373 shareholders of record of the
Company’s Common Shares, as reported by Computershare, Inc., the
Company’s Transfer Agent and Registrar, which maintains its U.S.
corporate offices at 250 Royall Street, Canton, MA
02021.
Reference Part III, Item 12. “Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters”
for information related to the Company’s equity compensation
plans.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
SIFCO is engaged in the production of forgings and machined and
sub-assembled components primarily for the A&E markets. The
processes and services include forging, heat-treating and
machining. The Company operates under one business
segment.
When planning and evaluating its business operations, the Company
takes 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 build rate for industrial steam and gas
turbine engines; and (iii) the projected maintenance, repair
and overhaul schedules for commercial, business and military
aircraft, as well as the engines that power such
aircraft.
The Company operates within a cost structure that includes a
significant fixed component. Therefore, higher net sales volumes
are expected to result in greater operating income because such
higher volumes allow the business operations to better leverage the
fixed component of their respective cost structures. Conversely,
the opposite effect is expected to occur at lower net sales and
related production volumes.
A. Results of
Operations
Overview
The Company produces forged components for (i) turbine engines
that power commercial, business and regional aircraft as well as
military aircraft and armored military vehicles; (ii) airframe
applications for a variety of aircraft; (iii) industrial gas
and steam turbine engines for power generation units; and
(iv) other commercial applications.
In fiscal 2020, the Company continued to make significant progress
in the restoration of its operations at the manufacturing facility
at the Company’s Orange location, which was damaged by a fire that
occurred in fiscal 2019. As part of these efforts, the Company
continued to actively work with its insurance carrier to obtain
insurance proceeds in order to restore its Orange location to full
service as safely and quickly as possible following the fire. SIFCO
relocated a press to Orange from a temporary Michigan location in
November 2019, which was placed into service in March 2020, and two
other presses were brought into service at the Orange location, one
in December 2019 and the second at the end of July 2020.
Restoration of the building structure is nearly complete. As of
September 30, 2020, Orange had six out of eight presses in
production. Two of the six presses damaged in the fire are still in
the restoration process. The Company currently anticipates having
those restored within the first half of fiscal 2021; however, no
assurances can be made that the restoration will be completed
within such time-frame.
In fiscal 2020, the Company realized insurance recoveries of $9.0
million ($7.4 million has been received) and in fiscal 2019
realized $12.0 million ($8.5 million was received) in connection
with the Orange fire. As the fire damaged a building leased by the
Company, pursuant to the terms of the lease agreement, the Company
was responsible for restoring the property to full replacement
value. With the Company being fully insured, the restoration of the
property was covered by insurance and the insurance carrier has
separately funded payments of insurance proceeds as of September
30, 2020 and 2019, respectively, directly to the landlord for the
restoration of the building as prescribed under the lease
arrangement in the amount of $0.7 million and $2.9 million,
respectively. See Note 11,
Commitment and Contingencies,
of the consolidated financial statements, for further information
on how the insurance proceeds are reflected within the financial
results. Any additional recoveries in
excess of recognized losses are treated as gain contingencies and
will be recognized when the gain is realized or realizable. The
Company maintains business interruption insurance coverage and
continues to work with the insurance company to reach an agreement
on the recoverable amounts of business interruption expenses. The
Company recognized business interruption proceeds of $1.2 million
in each of fiscal year 2020 and 2019, which is reflected within the
cost of goods sold line within the consolidated financial
statements.
As previously noted, the COVID-19 pandemic became increasingly
widespread in the United States and other countries in which the
Company operates. The impact of the COVID-19 outbreak on the
Company continues to evolve and the full extent the pandemic will
have on the Company's financial condition, liquidity and future
results is uncertain. Also uncertain is the timing, duration, shape
and magnitude of recovery. A number of the markets in which the
Company operates have reopened, other markets, while open, have
since experienced a resurgence of COVID-19 cases. Other markets,
particularly international markets, remain closed or are enforcing
renewed or extended quarantines or other restrictions. As such, the
Company continues to actively monitor the impact of the pandemic on
its operations and the industries served. The resurgence of
COVID-19 cases, renewed or extended quarantines and other
restrictions, the continued disruptions to travel, and the
accompanying impact that the pandemic has had on businesses
worldwide. Our ability to meet customer demands for products may be
impaired or, similarly, our customers have experienced and may
continue to experience adverse business consequences. Reduced
demand for products or impaired ability to meet customer demand
(including as a result of disruptions at our facilities, in the
transportation of products, and/or in the operations of our
vendors) could have a material adverse effect on our business,
operations and financial performance. There continues to be
significant uncertainty regarding the duration of the pandemic as
well as the timing and scope of recovery in the commercial
aerospace industry, with a return to pre-COVID-19 levels of
activity not expected in commercial aerospace industry for several
years. The Company expects to continue to assess the potential
implications of these conditions on its operations and take actions
to preserve liquidity, including certain cost reduction measures it
has taken subsequent to the end of fiscal year 2020, including a
furlough of employees at one of its locations, starting in late
November 2020 and continuing through the balance of the calendar
year, in response to market conditions and its impact on customers’
ordering schedules.
Fiscal Year 2020 Compared with Fiscal Year 2019
Net Sales
Net sales comparative information for fiscal 2020 and 2019,
respectively, is as follows:
|
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|
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|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions) |
Years Ended
September 30, |
|
Increase
(Decrease)
|
Net Sales |
2020 |
|
2019 |
|
Aerospace components for: |
|
|
|
|
|
Fixed wing aircraft |
$ |
52.0 |
|
|
$ |
52.9 |
|
|
$ |
(0.9) |
|
Rotorcraft |
31.5 |
|
|
23.6 |
|
|
7.9 |
|
Energy components for power generation units |
16.7 |
|
|
17.6 |
|
|
(0.9) |
|
Commercial product and other revenue |
13.4 |
|
|
18.3 |
|
|
(4.9) |
|
Total |
$ |
113.6 |
|
|
$ |
112.4 |
|
|
$ |
1.2 |
|
While COVID-19 has had an unprecedented impact on the global
market, interruptions to SIFCO's operations have not been
significant thus far as we have remained operational and in
production working to fulfill customer orders. SIFCO was deemed an
essential business, as such, received exemptions or was otherwise
exempt from government "stay at home" restrictions based on the
nature of our operations both domestically and in the Maniago
location. We took precautionary measures in the second quarter of
fiscal 2020 and performed deep cleaning of the Maniago location,
which resulted in a temporary five day shutdown. Additionally, we
experienced some further disruptions at our Maniago facility as a
result of the closure of borders between countries. While the
Maniago location experienced product shipment delays in the second
and third quarters, most of the shipments were completed prior to
the end of the fiscal year. During fiscal 2020, the Company
experienced a shift in customer orders for commercial aircraft,
including the Boeing 737 Max, which was not cleared for re-entry
into service until late 2020.
Net sales in fiscal 2020 increased 1.0%, or $1.2 million to $113.6
million, compared with $112.4 million in fiscal 2019. The increase
of $7.9 million in rotorcraft sales in fiscal 2020 compared to the
same period in fiscal 2019 is primarily due to the increased
shipments relating to certain military programs, such as the Black
Hawk, V-22 and CH53. Commercial products and other revenue
decreased $4.9 million, primarily due to timing of shipments for
the Hellfire II missile program. The decrease in fixed wing
aircraft sales of $0.9 million is primarily attributed to shift in
build rates in certain commercial programs, partially offset by
increased military programs. The energy components for power
generation units decreased $0.9 million compared with the same
period last year as the location continues to experience market
softening; however, the Company experienced positive results in its
energy components sales in the fourth quarter of fiscal
2020.
Commercial net sales were 42.6% of total net sales and military net
sales were 57.4% of total net sales in fiscal 2020, compared with
48.9% and 51.1%, respectively, in the comparable period in fiscal
2019. Commercial net sales (which includes energy components)
decreased $6.7 million to $48.3 million in fiscal 2020, compared to
$55.0 million in fiscal 2019 primarily due to shift in build rates
in the commercial aerospace industry. Military net sales increased
$7.8 million to $65.2 million in fiscal 2020, compared to $57.4
million in fiscal 2019 primarily due to increase in demand for
certain military programs.
Cost of Goods Sold
Cost of goods sold decreased by $8.2 million, or 8.1%, to $93.6
million, or 82.4% of net sales, during fiscal 2020, compared with
$101.8 million or 90.5% of net sales in the comparable period of
fiscal 2019. The decrease was due primarily to improved
productivity at its Orange location, as more presses were
operational, as well as improved operating margins at its remaining
locations, partially offset by a one-time pension withdrawal charge
of $0.8 million for exiting its multi-employer plan as further
explained in Note 8,
Retirement Benefit Plans,
of the consolidated financial statements.
Gross Profit
Gross profit increased by $9.3 million, or 87.7%, to $20.0 million
during fiscal 2020, compared with $10.6 million in fiscal 2019.
Gross margin percent of sales was 17.6% during fiscal 2020,
compared with 9.5% in fiscal 2019, primarily due to improved
productivity across all Company sites and product mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $14.0 million, or
12.4% of net sales, during fiscal 2020, compared with $15.3
million, or 13.6% of net sales, in fiscal 2019. The decrease in
selling, general and administrative expenses is due to the
continued cost reduction efforts by management such as less travel
expense, as well as reduced bank fees, lower legal and professional
costs (prior year included arbitration costs), lower equity
compensation and commissions, partially offset by a higher
incentive compensation accrual of $0.6 million.
Amortization of Intangibles
Amortization of intangibles decreased $0.1 million to $1.5 million
during fiscal 2020, compared with $1.6 million in the comparable
period of fiscal 2019.
Other/General
The Company recorded operating income of $10.1 million during
fiscal 2020, compared with an operating loss of $7.0 million in
fiscal 2019.
Current period results include a gain on insurance recoveries of
$5.9 million in fiscal 2020 compared to fiscal 2019, a net $7.3
million gain on insurance recoveries from the fire at the Orange
location was recorded, which includes $1.1 million impairment of
assets damaged by the fire. Prior year results include an $8.3
million non-cash goodwill impairment charge related to the Maniago
reporting unit that was recorded in the third quarter of fiscal
2019, discussed further in Note 3,
Goodwill and Intangible Assets,
of the consolidated financial statements.
Interest expense decreased $0.2 million to $0.9 million in fiscal
2020, compared with $1.1 million in the same period in fiscal 2019.
The decrease is primarily due to the reduction of interest rates
and lower average borrowings. See Note 5,
Debt,
of the consolidated financial statements
for further information.
The following table sets forth the weighted average interest rates
and weighted average outstanding balances under the Company’s debt
agreements in fiscal 2020 and 2019:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
Interest Rate
Years Ended September 30, |
|
Weighted Average
Outstanding Balance
Years Ended September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
Revolving credit agreement |
2.9% |
|
4.1% |
|
$ 13.8 million |
|
$ 16.9 million |
Foreign term debt |
4.4% |
|
2.7% |
|
$ 5.5 million |
|
$ 6.9 million |
Other debt |
0.5% |
|
0.9% |
|
$ 6.1 million |
|
$ 0.6 million |
Other expense, net amount includes pension cost related to other
components of net periodic benefit costs that are presented outside
of operating income. Also included in both fiscal 2020 and 2019 is
approximately $0.2 million in pension settlement expense that was
accelerated in the current period, primarily due to lump sum
distributions from our qualified pension plans exceeding
a threshold of service and interest cost for the
period.
The Company believes that inflation did not materially affect its
results of operations in either fiscal 2020 or 2019 and does not
expect inflation to be a significant factor in fiscal
2021.
Income Taxes
The Company’s effective tax rate in fiscal 2020 was (2.3%) compared
with 8.5% in fiscal 2019. The effective tax rate differences
between years is primarily attributable to changes in
jurisdictional mix of income in fiscal 2020 compared with fiscal
2019 with no associated tax expense, given the effects of the
valuation allowance. The effective tax rate differs from the U.S.
federal statutory rate due primarily to the valuation allowance
against the Company’s U.S. deferred tax assets and income in
foreign jurisdictions that are taxed at different rates than the
U.S. statutory tax rate.
Net Income (Loss)
Net income was $9.2 million during fiscal 2020, compared with net
loss of $7.5 million in fiscal 2019. Net income in the current
period increased primarily due to higher gross profit attributable
to improved productivity and insurance proceeds received, and lower
selling, general and administrative expenses. Additionally, the
current period did not include the non-cash impairment charge
described in Other/General.
Non-GAAP Financial Measures
Presented below is certain financial information based on our
EBITDA and Adjusted EBITDA. References to “EBITDA” mean earnings
(losses) from operations before interest, taxes, depreciation and
amortization, and references to “Adjusted EBITDA” mean EBITDA plus,
as applicable for each relevant period, certain adjustments as set
forth in the reconciliations of net income to EBITDA and Adjusted
EBITDA.
Neither EBITDA nor Adjusted EBITDA is a measurement of financial
performance under generally accepted accounting principles in the
United States of America (“GAAP”). The Company presents EBITDA and
Adjusted EBITDA because it believes that they are useful
indicators for evaluating operating performance and liquidity,
including the Company’s ability to incur and service debt
and it uses EBITDA to evaluate prospective acquisitions.
Although the Company uses EBITDA and Adjusted EBITDA for the
reasons noted above, the use of these non-GAAP financial measures
as analytical tools has limitations. Therefore, reviewers of the
Company’s financial information should not consider them in
isolation, or as a substitute for analysis of the Company's results
of operations as reported in accordance with GAAP. Some of these
limitations include:
•Neither
EBITDA nor Adjusted EBITDA reflects the interest expense, or the
cash requirements necessary to service interest payments, on
indebtedness;
•Although
depreciation and amortization are non-cash charges, the assets
being depreciated and amortized will often have to be replaced in
the future, and neither EBITDA nor Adjusted EBITDA reflects any
cash requirements for such replacements;
•The
omission of the substantial amortization expense associated with
the Company’s intangible assets further limits the usefulness of
EBITDA and Adjusted EBITDA; and
•Neither
EBITDA nor Adjusted EBITDA includes the payment of taxes, which is
a necessary element of operations.
Because of these limitations, EBITDA and Adjusted EBITDA should not
be considered as measures of discretionary cash available to the
Company to invest in the growth of its businesses. Management
compensates for these limitations by not viewing EBITDA or Adjusted
EBITDA in isolation and specifically by using other GAAP measures,
such as net income (loss), net sales, and operating profit (loss),
to measure operating performance. The Company’s calculation of
EBITDA and Adjusted EBITDA may not be comparable to the calculation
of similarly titled measures reported by other
companies.
The following table sets forth a reconciliation of net loss to
EBITDA and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
Years Ended
September 30, |
|
|
2020 |
|
2019 |
|
Net income (loss) |
$ |
9,191 |
|
|
$ |
(7,506) |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
Depreciation and amortization expense |
7,380 |
|
|
7,525 |
|
|
Interest expense, net |
886 |
|
|
1,053 |
|
|
Income tax benefit |
(211) |
|
|
(701) |
|
|
EBITDA |
17,246 |
|
|
371 |
|
|
Adjustments: |
|
|
|
|
Foreign currency exchange loss (gain), net (1) |
51 |
|
|
(7) |
|
|
Other expense (income), net (2) |
(13) |
|
|
117 |
|
|
Loss (gain) on disposal and impairment of assets (3) |
174 |
|
|
(282) |
|
|
|
|
|
|
|
|
|
|
|
|
Gain on insurance recoveries (4) |
(5,874) |
|
|
(7,253) |
|
|
Equity compensation expense (5) |
398 |
|
|
511 |
|
|
Pension settlement/curtailment benefit (6) |
239 |
|
|
— |
|
|
|
|
|
|
|
LIFO impact (7) |
(10) |
|
|
(75) |
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment charge (8) |
— |
|
|
8,294 |
|
|
Adjusted EBITDA |
$ |
12,211 |
|
|
$ |
1,676 |
|
(1)Represents
the gain or loss from changes in the exchange rates between the
functional currency and the foreign currency in which the
transaction is denominated.
(2)Represents
miscellaneous non-operating income or expense, such as pension
costs and grant income. Pension settlement costs was reclassed from
this line to Pension settlement/curtailment benefit. See Footnote
6.
(3)Represents
the difference between the proceeds from the sale of operating
equipment and the carrying values shown on the Company’s books or
asset impairment of long-lived assets.
(4)Represents
the difference between the insurance proceeds received for the
damaged property and the carrying values shown on the Company's
books for the assets that were damaged in the fire at the Orange
location.
(5)Represents
the equity-based compensation expense recognized by the Company
under its 2016 Long-Term Incentive Plan (as the amendment and
restatement of, and successor to, the 2007 Long-Term Incentive
Plan, and referred to as the "2016 Plan") due to granting of
awards, awards not vesting and/or forfeitures.
(6)Represents
expense incurred by a defined benefit pension plan related to
settlement of pension obligations.
(7)Represents
the change in the reserve for inventories for which cost is
determined using the last in, first out ("LIFO")
method.
(8)Represents
non-cash charge of goodwill impairment experienced at its reporting
unit level.
Reference to the above activities can found in the consolidated
financial statements included in Item 8 of this Annual Report on
Form 10-K.
B. Liquidity and
Capital Resources
Historically, the main sources of liquidity of the Company have
been cash flows from operations and borrowings under our Credit
Agreement. However, the ongoing impact of the COVID-19 pandemic
(and the rapidly changing U.S. and global market and economic
conditions due to the COVID-19 outbreak) remain uncertain, with the
commercial aerospace market continuing to be significantly impacted
by the global disruption in travel and, further, the pandemic and
responses to the continued spread of the pandemic causing continued
interruptions to the business of our customers and suppliers, which
in turn is likely to impact our business, operations and results as
well as our liquidity and capital resources. The Company's
liquidity could be negatively affected by customers extending
payment terms to the Company and/or the decrease in demand for our
products as a result of the COVID-19 pandemic and the Company has
experienced a decrease in orders as a result of the impact of
COVID-19 on the commercial airline industry.
Since the start of the pandemic, management has continuously
evaluated the Company’s liquidity and capital resources and has
taken a number of steps to help preserve financial flexibility in
light of uncertainty resulting from the COVID-19 pandemic by
deferring wage increases to non-union employees, increased
oversight of all capital expenditure approval, working
with
vendors to reduce costs and obtaining a Paycheck Protection Program
Loan as referenced in Note 5,
Debt
and for the reasons described below. As the impact of the COVID-19
pandemic on the economy and the Company's operations continues to
evolve, the Company expects to continue to focus on preserving cash
and managing costs.
Cash and cash equivalents increased to $0.4 million at September
30, 2020 compared with $0.3 million at September 30, 2019. At
September 30, 2020 and 2019, approximately $0.4 million and $0.3
million, respectively, of the Company’s cash and cash equivalents
were in the possession of its non-U.S. subsidiaries. Distributions
from the Company’s non-U.S. subsidiaries to the Company may be
subject to adverse tax consequences.
Operating Activities
The Company’s operating activities provided $0.4 million of cash in
fiscal 2020, compared with $5.7 million in fiscal 2019. The
cash provided by operating activities in fiscal 2020 was primarily
due to non-cash items, such as depreciation and amortization of
$7.6 million, equity based compensation, deferred income taxes and
LIFO effect, partially offset by a gain on insurance recovery
combined with gain on disposal of assets of $5.7 million and an
increase in working capital of $10.5 million and net income of $9.1
million. The decrease in cash from operating activities was
primarily due to increased inventories and payments to suppliers
and disbursements related to the fire recovery.
The Company’s operating activities provided $5.7 million of cash in
fiscal 2019. The cash provided by operating activities in
fiscal 2019 was primarily due to reduction in working capital of
$4.8 million, and non-cash items, such as $8.3 million related to
the goodwill impairment charge, depreciation and amortization of
$7.5 million and equity based compensation, deferred income taxes
and LIFO effect, partially offset by a gain on insurance recovery
combined with gain on disposal of asset of $7.5 million and a net
loss of $7.5 million. The increase in cash from working capital was
primarily due to decreased receivables due to improved collections
and decreased inventories, and by timing of payments to suppliers,
partially offset by insurance receivables.
Investing Activities
Cash used for investing activities was $1.2 million in fiscal 2020,
which includes $7.8 million in proceeds from insurance recovery on
the damaged property related to the fire at the Orange location,
compared with investing activities used of $0.8 million in fiscal
2019, which includes cash proceeds of $8.4 million from insurance
proceeds received in the prior year related to the Orange location.
Capital expenditures were $9.0 million, mainly funded by insurance
proceeds from the fire in fiscal 2020 and $9.4 million in fiscal
2019. Expenditures in fiscal 2020 and in 2019 were used primarily
for the restoration of the Orange location as a result of the fire.
Capital commitments at September 30, 2020 were $2.1 million,
including $1.4 million in capital commitments for the continued
restoration of equipment and the building at the Orange facility
related to the fire. The Company anticipates the total fiscal 2021
capital expenditures will be within the range of $4.0 million to
$6.0 million (excluding fire related expenditures) and will relate
principally to the further enhancement of production and product
offering capabilities and operating cost reductions. Separate from
the range provided, SIFCO anticipates incurring additional costs in
fiscal 2021 of approximately $2.0 million to $3.5 million for
capital expenditures related to the Orange location in order to
finalize the restoration as a result of the fire. These costs are
expected to be funded by insurance proceeds.
Financing Activities
Cash provided by financing activities was $0.8 million in fiscal
2020, compared with $5.9 million of cash used for financing
activities in fiscal 2019.
As discussed in Note 5,
Debt,
of the consolidated statements the Company received cash proceeds
of $6.6 million, which $5.0 million relates to the PPP loan and
$1.5 million from a non-U.S. bank at its Maniago location and have
made repayments of $1.6 million of long-term debt, of which $1.3
million were from the Company's foreign term loan, compared with
repayments of $1.4 million in the comparable period.
In August 2018, the Company entered into an asset-based Credit
Agreement ("Credit Agreement") and Security Agreement ("Security
Agreement") with a lender. See Note 5,
Debt,
of the consolidated statements for further discussion related to
the Credit Agreement and the First, Second, Third and Fourth
Amendment to the Credit Agreement.
The Company had net repayments under its revolving credit facility
of $2.7 million in fiscal 2020 and $5.7 million in fiscal
2019.
Amounts borrowed under the Credit Agreement are secured by
substantially all the assets of the Company and its U.S.
subsidiaries and a pledge of 66.67% of the stock of its first-tier
non-U.S. subsidiaries. Borrowings will bear interest at the
lender's established domestic rate or LIBOR, plus the applicable
margin as set forth in the Credit Agreement. The revolver has a
rate based on LIBOR plus a 1.50% spread, which was 1.7% at
September 30, 2020 and the Export Credit Agreement as discussed in
Note 5,
Debt,
of the consolidated financial statements has a rate based on LIBOR
plus a 1.00% spread, which was
1.2% at September 30, 2020. The Company also has a commitment fee
of 0.25% under the Credit Agreement to be incurred on the unused
balance of the revolver.
As the Company’s Credit Agreement is asset-based, a sustained
significant decrease in revenue in the U.S. or excessive aging of
the underlying receivables as a result of the impact of the
COVID-19 pandemic could materially affect the collateral capacity
limitation of the availability under the Credit Agreement and could
impact our ability to comply with covenants in our Credit
Agreement.
Under the Company's Credit Agreement, the Company is subject to
certain customary loan covenants regarding availability as
discussed in Note 5,
Debt.
The availability at September 30, 2020 was $13.3 million. The
Credit Agreement provides for testing of a fixed charge coverage
ratio ("FCCR") in the event (a) of a default or if availability
under the Credit Agreement or (b) the Company does not meet certain
availability requirements under the Credit Agreement. If the
occurrence of such event occurs and the Company is required to test
its FCCR, such ratio must not be less than 1.1 to 1.0. In the event
of a default, we may not be able to access our revolver, which
could impact the ability to fund working capital needs, capital
expenditures and invest in new business opportunities. Because the
availability was greater than the 12.5% of the Revolving Commitment
as of September 30, 2020, the FCCR calculation was not
required.
The Company incurred debt issuance costs related to the above
Credit Agreements and amendments in fiscal 2019. See Note 5,
Debt,
of the consolidated financial statements for further
discussion.
Future cash flows from the Company’s operations may be used to pay
down amounts outstanding under the Credit Agreement and its foreign
related debts. The Company believes it has adequate cash/liquidity
available to finance its operations from the combination of
(i) the Company’s expected cash flows from operations and
(ii) funds available under the Credit Agreement for its
domestic locations. In fiscal 2020, the Company was able to obtain
financing with a lender and was able to defer payments for certain
debt obligations at its Maniago location to provide Maniago with
sufficient liquidity. The Company's current Credit Agreement
is set to mature within the next twelve months, and as such, if the
Company is not successful in refinancing, it may experience certain
challenges in meeting its obligations. While no assurances can be
made that such refinancing will be completed or occur on terms
similar to the terms of the existing Credit Agreement or otherwise
satisfactory to management, management intends to refinance the
Credit Agreement with its Lender. Such refinancing is deemed
probable to be implemented based on previous experience and recent
communications with the Lender, which would mitigate any adverse
consequences of the Credit Agreement maturing.
Additionally, the credit and capital markets saw significant
volatility in 2020. Tightening of the credit market and standards,
as well as capital market volatility, could negatively impact our
ability to obtain additional debt financing on terms equivalent to
our existing Credit Agreement, in the event the Company seeks
additional liquidity sources as a result of the continued impact of
COVID-19. Capital market uncertainty and volatility, together with
the Company’s market capitalization and status as a smaller
reporting company could also negatively impact our ability to
obtain equity financing.
C. Off-Balance
Sheet Arrangements
In the normal course of business, the Company may be party to
certain arrangements that are not reflected in the Consolidated
Balance Sheets. The Company does not have obligations that meet the
definition of an off-balance sheet arrangement that have had, or
are reasonably likely to have, a material effect on the Company’s
financial condition or results of operations.
D. 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 Company’s allowances for doubtful accounts may change in
subsequent periods. Historically, losses have been within
management’s 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. The Company maintains a formal policy,
which requires at a minimum, that a reserve be established based on
an analysis of the age of the inventory. In addition, if the
Company learns of specific obsolescence, other than that identified
by the aging criteria, an additional reserve will be recognized.
Specific obsolescence may arise due to a
technological or market change or based on cancellation of an
order. Management’s judgment is necessary in determining the
realizable value of these products to arrive at the proper
allowance for obsolete and excess inventory.
Revenue Recognition
The Company recognizes revenue using the five-step revenue
recognition model in which it depicts the transfer of goods to
customers in an amount that reflects the consideration to which a
company expects to be entitled in exchange for those goods or
services. The revenue standard also requires disclosure sufficient
to enable users to understand the nature, amount, timing and
uncertainty of revenue and cash flows arising from contracts with
customers, including qualitative and quantitative disclosures about
contracts with customers, significant judgments and changes in
judgments and assets recognized from the cost to obtain or fulfill
a contract.
The Company recognizes revenue in the following manner using the
five-step revenue recognition model. A contract exists when there
is approval and commitment from both parties, the rights of the
parties are identified, payment terms are identified, the contract
has commercial substance and collectability of consideration is
probable.
Revenue is recognized when performance obligations under the terms
of the contract with a customer of the Company are satisfied. A
portion of the Company's contracts are from purchase orders
("PO's"), which continue to be recognized as of a point in time
when products are shipped from the Company's manufacturing
facilities or at a later time when control of the products
transfers to the customer. Revenue was previously recognized for
certain long-term agreements ("LTA's"), firm fixed pricing
agreements, and PO's at the point in time when the shipping terms
were satisfied. Under the revenue standard, the Company now
recognizes certain revenue over time as it satisfies the
performance obligations because the conditions of transfer of
control to the applicable customer are as follows:
•Certain
military contracts, which relate to the provisions of specialized
or unique goods to the U.S. government with no alternative use,
include provisions within the contract that are subject to the
Federal Acquisition Regulation ("FAR"). The FAR provision allows
the customer to unilaterally terminate the contract for convenience
and requires the customer to pay the Company for costs incurred
plus reasonable profit margin and take control of any work in
process.
•For
certain commercial contracts involving customer-specific products
with no alternative use, the contract may fall under the FAR clause
provisions noted above for military contracts or may include
certain provisions within their contract that the customer controls
the work in process based on contractual termination clauses or
restrictions of the Company's use of the product and the Company
possesses a right to payment for work performed to date plus
reasonable profit margin.
As a result of control transferring over time for these products,
revenue is recognized based on progress toward completion of the
performance obligation. The selection of the method to measure
progress towards completion requires judgment and is based on the
nature of the products to be provided. The Company elected to use
the cost to cost input method of progress based on costs incurred
for these contracts because it best depicts the transfer of goods
to the customer based on incurring costs on the contracts. Under
this method, the extent of progress towards completion is measured
based on the ratio of costs incurred to date to the total estimated
costs at completion of the performance obligation. Revenues are
recorded proportionally as costs are incurred.
Revenue is measured as the amount of consideration the Company
expects to receive in exchange for transferring goods. An
accounting policy election to exclude from transaction price was
made for sales, value add, and other taxes the Company collects
concurrent with revenue-producing activities when applicable. The
Company has elected to recognize incremental costs incurred to
obtain contracts, which primarily represent commissions paid to
third party sales agents where the amortization period would be
less than one year, as selling, general and administrative expenses
in the consolidated statements of operations as
incurred.
The Company elected a practical expedient under Accounting Standard
Codification ("ASC") 606 ("Topic 606") to not adjust the promised
amount of consideration for the effects of any significant
financing component where the Company expects, at contract
inception, that the period between when the Company transfers a
promised good to a customer and when the customer pays for that
good will be one year or less. Finally, the Company's policy is to
exclude performance obligations resulting from contracts with a
duration of one year or less from its disclosures related to
remaining performance obligations.
The amount of consideration to which the Company expects to be
entitled in exchange for the goods is not generally subject to
significant variations.
The Company elected to recognize the cost of freight and shipping
when control of the products has transferred to the customer as an
expense in cost of goods sold on the consolidated statements of
operations, because those are costs incurred to fulfill the promise
recognized, not a separate performance obligation. To the extent
certain freight and shipping fees are charged to customers, the
Company recognizes the amounts charged to customers as revenues and
the related costs as an expense in cost of goods sold when control
of the related products has transferred to the
customer.
Contracts are occasionally modified to account for changes in
contract specifications, requirements, and pricing. The Company
considers contract modifications to exist when the modification
either creates new or changes the existing enforceable rights and
obligations. Substantially all of the Company's contract
modifications are for goods that are distinct from the existing
contract. Therefore, the effect of a contract modification on the
transaction price and the Company's measure of progress for the
performance obligation to which it relates is generally recognized
on a prospective basis.
Contract Balances
Contract assets on the consolidated balance sheets are recognized
when a good is transferred to the customer and the Company does not
have the contractual right to bill for the related performance
obligations. In these instances, revenue recognized exceeds the
amount billed to the customer and the right to payment is not
solely subject to the passage of time. Amounts do not exceed their
net realizable value. Contract liabilities relate to payments
received in advance of the satisfaction of performance under the
contract. Payment from customers are received based on the terms
established in the contract with the customer.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets,
including property, plant and equipment, when events and
circumstances warrant such a review. This review involves judgment
and is performed using estimates of future undiscounted cash flows,
which include proceeds from disposal of assets and which the
Company considers a critical accounting estimate. If the carrying
value of a long-lived asset is greater than the estimated
undiscounted future cash flows, then the long-lived asset is
evaluated for impairment. The Company would assess the fair value
of the asset group and compare it to its carrying value. The
long-lived assets are considered impaired if the carrying value of
the long-lived assets exceeds its fair value, in which case an
impairment charge is recorded for the amount by which the carrying
value of the long-lived asset exceeds its fair value.
In projecting future undiscounted cash flows, the Company relies on
internal budgets and forecasts, and projected proceeds upon
disposal of long-lived assets. The Company’s 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 Company’s estimates, which
could result in future impairment charges.
Impairment of Goodwill
Goodwill is tested for impairment annually as of July 31. If
circumstances change during interim periods between annual tests
that would more likely than not reduce the fair value of a
reporting unit below its carrying value, the Company will test
goodwill for impairment. Factors that would necessitate an interim
goodwill impairment assessment include a sustained decline in the
Company's stock price, prolonged negative industry or economic
trends, or significant under-performance relative to expected,
historical or projected future operating results. Management uses
judgment to determine whether to use a qualitative analysis or a
quantitative fair value measurement for its goodwill impairment
testing. The Company's fair value measurement approach combines the
income and market valuation techniques for each of the Company’s
reporting units that carry goodwill. These valuation techniques use
estimates and assumptions including, but not limited to, the
determination of appropriate market comparables, projected future
cash flows (including timing and profitability), discount rate
reflecting the risk inherent in future cash flows, perpetual growth
rate, and projected future economic and market
conditions.
As permitted, if the reporting unit fails the impairment test, the
Financial Accounting Standards Board ("FASB") issued an Accounting
Standard Update ("ASU") removing step two from the goodwill
impairment test. If a reporting unit fails the quantitative
impairment test, impairment expense is immediately recorded as the
difference between the reporting unit's fair value and carrying
value. The Company adopted this standard effective March 31,
2017.
2020 Annual Goodwill Impairment Tests
SIFCO performed its annual test as of July 31, 2020. Goodwill
existed at one of the Company's reporting units, Cleveland, Ohio as
of September 30, 2020. No impairment charge was identified in
connection with the annual goodwill impairment test with respect to
the Cleveland reporting unit. Refer to Note 3,
Goodwill and Intangible Assets,
of the consolidated financial statements for further
details.
2019 Interim and Annual Goodwill Impairment Tests
SIFCO performed an interim assessment of goodwill for its Maniago
location as of May 31, 2019 and performed its annual test as of
July 31, 2019. The Maniago reporting unit's goodwill was fully
impaired based on the interim assessment. Goodwill existed at one
of the Company's reporting units, Cleveland, Ohio as of September
30, 2019 and no impairment charge was identified in connection with
the annual goodwill impairment test.
Defined Benefit Pension Plan Expense
The Company maintains three defined benefit pension plans in
accordance with the requirements of the Employee Retirement Income
Security Act of 1974 (“ERISA”). The amounts recognized in the
consolidated financial statements for pension benefits under these
three defined benefit pension plans are determined on an actuarial
basis utilizing various assumptions. The following table
illustrates the sensitivity to change in the assumed discount rate
and expected long-rate of return on assets for the Company's
pension plans as of September 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact on Fiscal 2020 Benefits Expense |
|
Impact on September 30, 2020 Projected Benefit Obligation for
Pension Plans |
Change in Assumptions |
|
|
|
|
(In thousands) |
25 basis point decrease in discount rate |
|
$ |
31 |
|
|
$ |
895 |
|
25 basis point increase in discount rate |
|
$ |
(31) |
|
|
$ |
(895) |
|
100 basis point decrease in expected long-term rate of return on
assets |
|
$ |
92 |
|
|
$ |
— |
|
100 basis point increase in expected long-term rate of return on
assets |
|
$ |
(92) |
|
|
$ |
— |
|
The discussion that follows provides information on the significant
assumptions/elements associated with these defined benefit pension
plans.
The Company determines the expected return on plan assets
principally based on (i) the expected return for the various
asset classes in the respective plans’ investment portfolios and
(ii) the targeted allocation of the respective plans’
assets. The expected return on plan assets is developed using
historical asset return performance as well as current and
anticipated market conditions such as inflation, interest rates and
market performance. Should the actual rate of return differ
materially from the assumed/expected rate, the Company could
experience a material adverse effect on the funded status of its
plans and, accordingly, on its related future net pension
expense.
The discount rate for each plan is determined, as of the fiscal
year end measurement date, using prevailing market spot-rates (from
an appropriate yield curve) with maturities corresponding to the
expected timing/date of the future defined benefit payment amounts
for each of the respective plans. Such corresponding spot-rates are
used to discount future years’ projected defined benefit payment
amounts back to the fiscal year end measurement date as a present
value. A composite discount rate is then developed for each plan by
determining the single rate of discount that will produce the same
present value as that obtained by applying the annual spot-rates.
The discount rate may be further revised if the market environment
indicates that the above methodology generates a discount rate that
does not accurately reflect the prevailing interest rates as of the
fiscal year end measurement date. The Company computes a
weighted-average discount rate taking into account anticipated plan
payments and the associated interest rates from the Findley Pension
Discount Curve.
As of September 30, 2020 and 2019, SIFCO used the following
assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
|
2020 |
|
2019 |
|
|
|
|
Discount rate for expenses |
2.9 |
% |
|
4.2 |
% |
Expected return on assets |
7.2 |
% |
|
7.5 |
% |
Deferred Tax Valuation Allowance
The Company accounts for deferred taxes in accordance with the
provisions of the Accounting Standards Codification
guidance related to accounting for income taxes, whereby the
Company recognizes an income tax benefit related to income tax
credits, loss carryforwards and deductible temporary differences
between financial reporting basis and tax reporting
basis.
A high degree of judgment is required to determine the extent a
valuation allowance should be provided against deferred tax assets.
On a quarterly basis, the Company assesses the likelihood of
realization of its deferred tax assets considering all available
evidence, both positive and negative. In determining whether a
valuation allowance is warranted, the Company evaluates factors
such as prior earnings history, expected future earnings,
carry-back and carry-forward periods and tax strategies that could
potentially enhance the likelihood of the realization of a deferred
tax asset. The weight given to the positive and negative evidence
is commensurate with the extent to which the evidence may be
objectively verified. It is generally difficult to outweigh
objectively verifiable negative evidence of recent financial
reporting losses. Based on the weight of available evidence, the
Company determines if it is more likely than not that its deferred
tax assets will be realized in the future.
As a result of losses incurred in recent years, the Company entered
into a three-year cumulative loss position in the U.S. jurisdiction
during the fourth quarter of fiscal 2016 and in fiscal 2020, the
Company entered into a three-year cumulative income position. Based
on the Company’s assessment of all available evidence, the Company
maintained its valuation allowance on its U.S. deferred tax assets
as of the fourth quarter of fiscal year 2020.
Uncertain Tax Positions
The calculation of the Company's tax liabilities also involves
considering uncertainties in the application of complex tax
regulations. SIFCO recognizes liabilities for uncertain income tax
positions based on its estimate of whether it is more likely than
not that additional taxes will be required, and it reports related
interest and penalties as income taxes. Refer to
Note 7,
Income Taxes,
of the consolidated financial statements.
E. Impact of Newly
Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments -
Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments" and subsequent updates. ASU 2016-13 changes
how entities will measure credit losses for most financial assets
and certain other instruments that are not measured at fair value
through net income. The new guidance will replace the current
incurred loss approach with an expected loss model. The new
expected credit loss impairment model will apply to most financial
assets measured at amortized cost and certain other instruments,
including trade and other receivables, loans, held-to-maturity debt
instruments, net investments in leases, loan commitments and
standby letters of credit. Upon initial recognition of the
exposure, the expected credit loss model requires entities to
estimate the credit losses expected over the life of an exposure
(or pool of exposures). The estimate of expected credit losses
should consider historical information, current information and
reasonable and supportable forecasts, including estimates of
prepayments. Financial instruments with similar risk
characteristics should be grouped together when estimating expected
credit losses. ASU 2016-13 does not prescribe a specific method to
make the estimate, so its application will require significant
judgment. ASU 2016-13 is effective for public companies in fiscal
years beginning after December 15, 2019, including interim periods
within those fiscal years. However, in November 2019, the FASB
issued ASU 2019-10, "Financial Instruments - Credit Loss (Topic
326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),"
which defers the effective date for public filers that are
considered smaller reporting companies ("SRC"), as defined by the
Securities and Exchange Commission, to fiscal years beginning after
December 15, 2022, including interim periods within those fiscal
years. Because SIFCO is considered a SRC, the Company does not need
to implement until October 1, 2023. The Company will continue to
evaluate the effect of adopting ASU 2016-13 will have on the
Company's results within the consolidated statements of operations
and financial condition.
In December 2019, ASU 2019-12, "Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes" was issued to (i)
reduce the complexity of the standard by removing certain
exceptions to the general principles in Topic 740 and (ii) improve
consistency and simplify other areas of Topic 740 by clarifying and
amending existing guidance. This ASU is effective for the Company
beginning October 1, 2021. The Company continues to evaluate the
effect adopting this ASU will have on the Company's results within
the consolidated statements of operations and financial
condition.
Item 8. Financial Statements and Supplementary
Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Board of Directors and Shareholders
SIFCO Industries, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of
SIFCO Industries, Inc. (an Ohio corporation) and subsidiaries (the
“Company”) as of September 30, 2020 and 2019, the related
consolidated statements of operations, comprehensive income (loss),
shareholders’ equity, and cash flows for the two years then ended,
and the related notes and financial statement schedule included
under Item 15(a) (collectively referred to as the “financial
statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the
Company
as of September 30, 2020 and 2019, and the results of its
operations and its
cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of
America.
Change in accounting principle
As discussed in Note 1 to the consolidated financial statements,
the Company has changed its method of accounting for leases as of
October 1, 2019 due to the adoption of ASU 2016-02,
Leases
(Topic 842).
Basis for opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2002.
Cleveland, Ohio
December 23, 2020
SIFCO Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
|
|
2020 |
|
2019 |
|
|
Net sales |
|
$ |
113,573 |
|
|
$ |
112,454 |
|
|
|
Cost of goods sold |
|
93,611 |
|
|
101,817 |
|
|
|
Gross profit |
|
19,962 |
|
|
10,637 |
|
|
|
Selling, general and administrative expenses |
|
14,022 |
|
|
15,274 |
|
|
|
Goodwill impairment |
|
— |
|
|
8,294 |
|
|
|
Amortization of intangible assets |
|
1,497 |
|
|
1,648 |
|
|
|
Loss (gain) on disposal or impairment of operating
assets |
|
174 |
|
|
(282) |
|
|
|
Gain on insurance recoveries |
|
(5,874) |
|
|
(7,253) |
|
|
|
Operating income (loss) |
|
10,143 |
|
|
(7,044) |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
886 |
|
|
1,053 |
|
|
|
Foreign currency exchange loss (gain), net |
|
51 |
|
|
(7) |
|
|
|
Other expense, net |
|
226 |
|
|
117 |
|
|
|
Income (loss) before income tax benefit |
|
8,980 |
|
|
(8,207) |
|
|
|
Income tax benefit |
|
(211) |
|
|
(701) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
9,191 |
|
|
$ |
(7,506) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
Basic |
|
$ |
1.62 |
|
|
$ |
(1.35) |
|
|
|
Diluted |
|
$ |
1.59 |
|
|
$ |
(1.35) |
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares (basic) |
|
5,661 |
|
|
5,566 |
|
|
|
Weighted-average number of common shares (diluted) |
|
5,791 |
|
|
5,566 |
|
|
|
See notes to consolidated financial statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30, |
|
|
|
|
2020 |
|
2019 |
|
|
Net income (loss) |
|
$ |
9,191 |
|
|
$ |
(7,506) |
|
|
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax $0 and $0,
respectively
|
|
410 |
|
|
(712) |
|
|
|
Retirement plan liability adjustment, net of tax $0 and $0,
respectively
|
|
(569) |
|
|
(3,968) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
9,032 |
|
|
$ |
(12,186) |
|
|
|
See notes to consolidated financial statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
2020 |
|
2019 |
ASSETS |
|
|
|
|
Current assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
427 |
|
|
$ |
341 |
|
Receivables, net of allowance for doubtful accounts of $249 and
$592, respectively
|
|
23,225 |
|
|
23,159 |
|
Other receivables |
|
1,547 |
|
|
3,500 |
|
Contract asset |
|
11,997 |
|
|
10,349 |
|
Inventories, net |
|
15,569 |
|
|
10,509 |
|
Refundable income taxes |
|
103 |
|
|
141 |
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
2,338 |
|
|
1,459 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
55,206 |
|
|
49,458 |
|
Property, plant and equipment, net |
|
44,201 |
|
|
39,610 |
|
Operating lease right-of-use assets, net |
|
17,021 |
|
|
— |
|
Intangible assets, net |
|
1,890 |
|
|
3,320 |
|
Goodwill |
|
3,493 |
|
|
3,493 |
|
Other assets |
|
137 |
|
|
218 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
121,948 |
|
|
$ |
96,099 |
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
Current maturities of long-term debt |
|
$ |
7,144 |
|
|
$ |
5,786 |
|
Revolver |
|
12,870 |
|
|
15,542 |
|
Short-term operating lease liabilities |
|
991 |
|
|
— |
|
Accounts payable |
|
14,002 |
|
|
19,799 |
|
Accrued liabilities |
|
8,290 |
|
|
5,557 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
43,297 |
|
|
46,684 |
|
Long-term debt, net of current maturities |
|
4,606 |
|
|
2,052 |
|
Long-term operating lease liabilities, net of
short-term |
|
16,188 |
|
|
— |
|
Deferred income taxes |
|
1,400 |
|
|
1,718 |
|
Pension liability |
|
10,165 |
|
|
9,528 |
|
Other long-term liabilities |
|
769 |
|
|
63 |
|
|
|
|
|
|
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 shares – 5,916 at September 30, 2020
and 5,777 at September 30, 2019
|
|
5,916 |
|
|
5,777 |
|
Additional paid-in capital |
|
10,736 |
|
|
10,438 |
|
Retained earnings |
|
42,339 |
|
|
33,148 |
|
Accumulated other comprehensive loss |
|
(13,468) |
|
|
(13,309) |
|
Total shareholders’ equity |
|
45,523 |
|
|
36,054 |
|
Total liabilities and shareholders’ equity |
|
$ |
121,948 |
|
|
$ |
96,099 |
|
See notes to consolidated financial statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in thousands)
|
|
Years Ended September 30, |
|
|
|
|
2020 |
|
2019 |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net income (loss) |
|
$ |
9,191 |
|
|
$ |
(7,506) |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
7,380 |
|
|
7,525 |
|
|
|
Amortization of debt issuance costs |
|
129 |
|
|
99 |
|
|
|
Loss (gain) on disposal of operating assets or impairment of
operating assets |
|
174 |
|
|
(282) |
|
|
|
Gain on insurance proceeds received for damaged
property |
|
(5,874) |
|
|
(7,253) |
|
|
|
|
|
|
|
|
|
|
LIFO effect |
|
(10) |
|
|
(75) |
|
|
|
Share transactions under employee stock plan |
|
390 |
|
|
515 |
|
|
|
Deferred income taxes |
|
(422) |
|
|
(565) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment |
|
— |
|
|
8,294 |
|
|
|
Other long-term liabilities |
|
27 |
|
|
162 |
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Receivables |
|
251 |
|
|
4,506 |
|
|
|
Contract assets |
|
(1,648) |
|
|
(209) |
|
|
|
Inventories |
|
(4,653) |
|
|
1,025 |
|
|
|
Refundable income taxes |
|
38 |
|
|
(15) |
|
|
|
Prepaid expenses and other current assets |
|
(980) |
|
|
(3,069) |
|
|
|
Other assets |
|
125 |
|
|
(50) |
|
|
|
Accounts payable |
|
(7,060) |
|
|
2,046 |
|
|
|
Accrued liabilities |
|
3,240 |
|
|
714 |
|
|
|
Accrued income tax and other |
|
151 |
|
|
(133) |
|
|
|
Net cash provided by operating activities |
|
449 |
|
|
5,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance proceeds received for damaged property |
|
7,828 |
|
|
8,363 |
|
|
|
Proceeds from disposal of property, plant and equipment |
|
— |
|
|
317 |
|
|
|
Capital expenditures |
|
(9,026) |
|
|
(9,447) |
|
|
|
Net cash used for investing activities |
|
(1,198) |
|
|
(767) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Proceeds from long-term debt |
|
6,628 |
|
|
1,505 |
|
|
|
Repayments of long-term debt |
|
(1,618) |
|
|
(1,424) |
|
|
|
Proceeds from revolving credit agreement |
|
111,404 |
|
|
80,154 |
|
|
|
Repayments of revolving credit agreement |
|
(114,076) |
|
|
(85,865) |
|
|
|
Proceeds from short-term debt borrowings |
|
3,206 |
|
|
6,363 |
|
|
|
Repayments of short-term debt borrowings |
|
(4,722) |
|
|
(6,408) |
|
|
|
Payments for debt financing |
|
— |
|
|
(132) |
|
|
|
Share retirement |
|
— |
|
|
(62) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
822 |
|
|
(5,869) |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
73 |
|
|
(907) |
|
|
|
Cash and cash equivalents at beginning of year |
|
341 |
|
|
1,252 |
|
|
|
Effects of exchange rate changes on cash and cash
equivalents |
|
13 |
|
|
(4) |
|
|
|
Cash and cash equivalents at end of year |
|
$ |
427 |
|
|
$ |
341 |
|
|
|
See notes to consolidated financial statements.
SIFCO Industries, Inc. and Subsidiaries
Supplemental disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in thousands)
|
|
Years Ended September 30, |
|
|
|
|
2020 |
|
2019 |
|
|
Cash paid during the year: |
|
|
|
|
|
|
Cash paid for interest |
|
$ |
(692) |
|
|
$ |
(952) |
|
|
|
Cash paid for income tax, net |
|
$ |
(52) |
|
|
$ |
(123) |
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant & equipment - incurred but not yet
paid |
|
$ |
915 |
|
|
$ |
2,480 |
|
|
|
See notes to consolidated financial statements.
SIFCO Industries, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares |
|
Additional
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
|
|
Total
Shareholders’
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2018 |
|
$ |
5,690 |
|
|
$ |
10,031 |
|
|
$ |
37,097 |
|
|
$ |
(8,629) |
|
|
|
|
$ |
44,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect for the adoption of ASC 606 |
|
— |
|
|
— |
|
|
3,598 |
|
|
— |
|
|
|
|
3,598 |
|
Comprehensive loss |
|
— |
|
|
— |
|
|
(7,506) |
|
|
(4,680) |
|
|
|
|
(12,186) |
|
Shares retired |
|
(21) |
|
|
— |
|
|
(41) |
|
|
— |
|
|
|
|
(62) |
|
Performance and restricted share expense |
|
— |
|
|
511 |
|
|
— |
|
|
— |
|
|
|
|
511 |
|
Share transactions under employee stock plans |
|
108 |
|
|
(104) |
|
|
— |
|
|
— |
|
|
|
|
4 |
|
Balance - September 30, 2019 |
|
5,777 |
|
|
10,438 |
|
|
33,148 |
|
|
(13,309) |
|
|
|
|
36,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
— |
|
|
— |
|
|
9,191 |
|
|
(159) |
|
|
|
|
9,032 |
|
Other |
|
— |
|
|
47 |
|
|
— |
|
|
— |
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance and restricted share expense |
|
— |
|
|
398 |
|
|
— |
|
|
— |
|
|
|
|
398 |
|
Share transactions under employee stock plans |
|
139 |
|
|
(147) |
|
|
— |
|
|
— |
|
|
|
|
(8) |
|
Balance - September 30, 2020 |
|
$ |
5,916 |
|
|
$ |
10,736 |
|
|
$ |
42,339 |
|
|
$ |
(13,468) |
|
|
|
|
$ |
45,523 |
|
See notes to consolidated financial statements.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts in thousands, except per share data)
1. Summary of Significant Accounting Policies
A. DESCRIPTION OF BUSINESS
SIFCO Industries, Inc. and its subsidiaries are engaged in the
production of forgings and machined components primarily in the
Aerospace and Energy ("A&E") market. The Company’s operations
are conducted in a single business segment, "SIFCO" or the
"Company."
Impact of COVID-19 Pandemic
In March 2020, a novel strain of coronavirus ("COVID-19") was
recognized as a pandemic by the World Health Organization and the
outbreak subsequently became increasingly widespread in the United
States and other countries in which the Company
operates.
The Company has taken proactive steps to ensure the safety of its
employees and customers as well as to preserve the Company’s
financial flexibility. Immediate action was taken by the Company to
minimize the spread of COVID-19 in its workplace and monitor the
development of and responses to the COVID-19 pandemic and the
impact it may have on the business. We have been following the
guidance from the U.S. Centers for Disease Control to protect
employees and prevent the spread at our plant locations. The
actions implemented include: telework, alternate schedules,
pre-shift temperature screenings, masks, social distancing, and
enhanced cleaning protocols. The impact of the COVID-19 outbreak on
the Company continues to evolve and the full magnitude the pandemic
will have on the Company's financial condition, liquidity and
future results is uncertain. Also uncertain is the timing,
duration, shape and magnitude of recovery.
The resurgence of COVID-19 cases, and the continuation of
restrictions, disruptions to travel, and businesses worldwide, may
reduce customer demand and/or impair our ability to meet customer
demands for products. Reduced demand for products or impaired
ability to meet customer demand (including as a result of
disruptions at our facilities, in the transportation of products,
and/or in the operations of our vendors) could have a material
adverse effect on our business, operations and financial
performance. There continues to be significant uncertainty
regarding the duration of the pandemic as well as the timing and
scope of recovery in the commercial aerospace industry, with a
return to pre-COVID-19 levels of activity not expected in
commercial aerospace industry for several years. The Company
expects to continue to assess the potential implications of these
conditions on its operations and take actions to preserve
liquidity, including certain cost reduction measures taken
subsequent to the end of fiscal year 2020, including a furlough of
employees at one of its locations, starting in late November 2020
and continuing through the balance of the calendar year, in
response to market conditions and its impact of the COVID-19
pandemic on customers’ ordering schedules.
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 in consolidation. The U.S. dollar is the functional
currency for all the Company’s U.S. operations and its
non-operating subsidiaries. For these operations, all gains and
losses from completed currency transactions are included in income.
The functional currency for the Company's other non-U.S.
subsidiaries is the Euro. 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.
A substantial majority of the Company’s cash and cash equivalent
bank balances are within federally insured limits as of September
30, 2020 and 2019.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
D. CONCENTRATIONS OF CREDIT RISK
Receivables are presented net of allowance for doubtful accounts of
$249 and $592 at September 30, 2020 and 2019, respectively.
Accounts receivable outstanding longer than the contractual payment
terms are considered past due. The Company writes off accounts
receivable when they become uncollectible. During fiscal 2020 and
2019, $263 and $33, respectively, of accounts receivable were
written off against the allowance for doubtful accounts. Bad debt
expense totaled $80 and $39 in fiscal 2020 and fiscal 2019,
respectively.
Most of the Company’s receivables represent trade receivables due
from manufacturers of turbine engines and aircraft components as
well as turbine engine overhaul companies located throughout the
world, including a significant concentration of U.S. based
companies. In fiscal 2020, 47% of the Company’s consolidated net
sales were from three of its largest customers; and 49% of the
Company's consolidated net sales were from the four largest
customers and their direct subcontractors, which individually
accounted for 16%, 13%, 10% and 10%, of consolidated net sales,
respectively. In fiscal 2019, 44% of the Company’s consolidated net
sales were from three of its largest customers; and 50% of the
Company's consolidated net sales were from four of the largest
customers and their direct subcontractors which individually
accounted for 14%, 13%, 12% and 11%, of consolidated net sales,
respectively. Other than what has been disclosed, no other single
customer or group represented greater than 10% of total net sales
in fiscal 2020 and 2019.
At September 30, 2020, two of the Company’s largest customers had
outstanding net accounts receivable which individually accounted
for 30% of the total net accounts receivable; and three of the
largest customers and their direct subcontractors had outstanding
net accounts receivable which accounted for 13%, 13%, and 12% of
total net accounts receivable, respectively. At September 30,
2019, two of the Company’s largest customers had outstanding net
accounts receivable which individually accounted for 10% of total
net accounts receivable; and three of the largest customers and
their direct subcontractors had outstanding net accounts receivable
which accounted for 15%, 14%, and 12% of total net accounts
receivable, respectively. 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,
2020.
E. INVENTORY VALUATION
For a portion of the Company's inventory, cost is determined using
the last-in, first-out (“LIFO”) method. For approximately 47% and
27% of the Company’s inventories at September 30, 2020 and
2019, respectively, the LIFO method is used to value the Company’s
inventories. The first-in, first-out (“FIFO”) method is used to
value the remainder of the Company’s inventories, which are stated
at the lower cost or net realizable value.
The Company maintains allowances for obsolete and excess inventory.
The Company evaluates its allowances for obsolete and excess
inventory each quarter and requires at a minimum that reserves be
established based on an analysis of the age of the inventory. In
addition, if the Company identifies specific obsolescence, other
than that identified by the aging criteria, an additional reserve
will be recognized. Specific obsolescence and excess reserve
requirements may arise due to technological or market changes or
based on cancellation of an order. The Company’s reserves for
obsolete and excess inventory were $3,676 and $3,335 at
September 30, 2020 and 2019, respectively.
F. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is
generally computed using the straight-line method. 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 40 years; (ii) machinery and
equipment, including office and computer equipment - 3 to 20 years;
(iii) software - 3 to 7 years (included in machinery and
equipment); and (iv) leasehold improvements - remaining life
or length of the lease, whichever is less (included in
buildings).
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
The Company's property, plant and equipment assets by major asset
class at September 30 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Property, plant and equipment: |
|
|
|
|
Land |
|
$ |
1,000 |
|
|
$ |
964 |
|
Buildings |
|
15,564 |
|
|
15,805 |
|
Machinery and equipment |
|
91,461 |
|
|
82,379 |
|
Total property, plant and equipment |
|
108,025 |
|
|
99,148 |
|
Less: Accumulated depreciation
|
|
63,824 |
|
|
59,538 |
|
Property, plant and equipment, net |
|
$ |
44,201 |
|
|
$ |
39,610 |
|
The (gain) loss on disposal of operating assets is included as a
separate line item in the accompanying consolidated statements of
operations. Depreciation expense was $5,883 and $5,877 in fiscal
2020 and 2019, respectively.
G. ASSET IMPAIRMENT
The Company reviews the carrying value of its long-lived assets
("asset groups"), including property, plant and equipment, when
events and circumstances indicate a triggering event has occurred.
This review is performed using estimates of future undiscounted
cash flows, which include proceeds from disposal of assets. Under
the Accounting Standard Codification ("ASC") 360 ("Topic 360"), if
the carrying value of a long-lived asset is greater than the
estimated undiscounted future cash flows, 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.
Fiscal 2020
The Company continuously monitors triggers to determine if further
testing is necessary. In fiscal 2020, the Company evaluated
triggers for asset impairment three times. During two of the three
assessments, it was determined that there were no triggering events
requiring further review of its assets groups. The fourth quarter
assessment resulted in further evaluation. Certain qualitative
factors, such as the reduction on future forecasted sales due to
the reduction of committed orders by certain customers triggered a
recoverability test on its Orange, California ("Orange") location.
The result of management's analysis on the asset group's
recoverability at year-end indicated that the long-lived assets,
right-of-use assets and definite lived intangible assets were
recoverable and did not require further review for
impairment.
Fiscal 2019
The Company experienced three triggering events in fiscal 2019
requiring the review of two asset groups to determine if the
carrying value of each asset group is recoverable. Certain
qualitative factors were triggered at its Orange location. See Note
11,
Commitments and Contingencies,
of the consolidated financial statements, for further discussion on
the evaluation of its long-lived assets as it relates to the Orange
asset group. The Maniago, Italy ("Maniago") location triggered
certain qualitative factors, which led to an assessment of its
long-lived assets as of May 31, 2019 and September 30, 2019,
respectively, due to the continued challenges on operating income
trends for the respective asset group. The results of management's
analysis on the asset group's recoverability at interim and at
year-end, respectively, indicated that the long-lived assets and
definite lived intangible assets were recoverable and did not
require further review for impairment.
H. GOODWILL AND INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price paid over the
fair value of the net assets of an acquired business. Goodwill is
subject to impairment testing if triggered in the interim, and if
not, on an annual basis. The Company has selected July 31 as
the annual impairment testing date. With the adoption of Accounting
Standard Update ("ASU") 2017-04, Step 2 has been eliminated from
the goodwill impairment test. The first step of the goodwill
impairment test compares the fair value of a reporting unit (as
defined) with its carrying amount, including goodwill. If the fair
value of the reporting unit exceeds its carrying amount, goodwill
is not considered impaired. However, if the carrying amount exceeds
the fair value, the Company should recognize an impairment charge
for the amount by which the carrying amount exceeds the fair value,
not to exceed the total amount of goodwill allocated to that
reporting unit. See Note 3,
Goodwill and Intangibles,
of the consolidated financial statements for further discussion of
the July 31, 2020 and 2019 annual impairment test results and its
interim goodwill test performed as of May 31, 2019 for one of its
reporting units.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
Intangible assets consist of identifiable intangibles acquired or
recognized in the accounting for the acquisition of a business and
include such items as a trade name, a non-compete agreement, below
market lease, customer relationships and order backlog. Intangible
assets are amortized over their useful lives ranging from one year
to ten years. Identifiable intangible assets assessment for
impairment is evaluated when events and circumstances warrant such
a review, as noted within Note 1,
Summary of Significant Accounting Policies - Asset
Impairment,
of the consolidated financial statements.
I. NET INCOME (LOSS) PER SHARE
The Company’s net income and loss per basic share has been computed
based on the weighted-average number of common shares outstanding.
Net income in the current period, per diluted share reflects the
effect of the Company's outstanding restricted shares and
performance shares under the treasury method. In the prior period,
due to the net loss for each reporting period, zero restricted
shares are included in the calculation of diluted earnings per
share because the effect would be anti-dilutive. The dilutive
effect is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
9,191 |
|
|
$ |
(7,506) |
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding (basic) |
|
5,661 |
|
|
5,566 |
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted shares |
|
120 |
|
|
— |
|
|
|
Performance shares |
|
10 |
|
|
— |
|
|
|
Weighted-average common shares outstanding (diluted) |
|
5,791 |
|
|
5,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share – basic: |
|
$ |
1.62 |
|
|
$ |
(1.35) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share – diluted: |
|
$ |
1.59 |
|
|
$ |
(1.35) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive weighted-average common shares excluded from
calculation of diluted earnings per share |
|
207 |
|
|
196 |
|
|
|
J. REVENUE RECOGNITION
The Company recognizes revenue using the five-step revenue
recognition model in which it depicts the transfer of goods to
customers in an amount that reflects the consideration to which a
company expects to be entitled in exchange for those goods or
services. The revenue standard also requires disclosure sufficient
to enable users to understand the nature, amount, timing and
uncertainty of revenue and cash flows arising from contracts with
customers, including qualitative and quantitative disclosures about
contracts with customers, significant judgments and changes in
judgments and assets recognized from the cost to obtain or fulfill
a contract.
Contract Balances
Contract assets on the consolidated balance sheets are recognized
when a good is transferred to the customer and the Company does not
have the contractual right to bill for the related performance
obligations. In these instances, revenue recognized exceeds the
amount billed to the customer and the right to payment is not
solely subject to the passage of time. Amounts do not exceed their
net realizable value. Contract liabilities relate to payments
received in advance of the satisfaction of performance under the
contract. Payment from customers are received based on the terms
established in the contract with the customer.
K. LEASES
The Company has implemented ASU 2016-02, "Leases (Topic 842)" and
ASU 2018-11, "Leases (Topic 842) Targeted Improvements,"
(collectively with ASU 2016-02, "Topic 842"), which was adopted on
October 1, 2019 using the cumulative-effect adjustment transition
method. Significant changes to the Company's accounting policies as
a result of adopting Topic 842 are referenced in Note 1,
Summary of Significant Accounting Policies - Impact of Recently
Adopted Accounting Standards
and in Note 10,
Leases.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
L. IMPACT OF RECENTLY ADOPTED ACCOUNTING STANDARDS
The Company adopted Topic 842 as of October 1, 2019, using the
cumulative effective method. Under the transition method selected
by the Company, leases that are not short-term in nature existing
at, or entered on October 1, 2019 were required to be recognized
and measured. Prior period amounts were not adjusted and continue
to be reflected with the Company's historical accounting. The
adoption of Topic 842 resulted in the Company recording
right-of-use ("ROU") assets and operating lease liabilities of
approximately $18,059 to the consolidated balance sheet as of
October 1, 2019, with no related impact on the Company's
consolidated statement of comprehensive income (loss) or
consolidated statement of cash flows.
M. IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments -
Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments" and subsequent updates. ASU 2016-13 changes
how entities will measure credit losses for most financial assets
and certain other instruments that are not measured at fair value
through net income. The new guidance will replace the current
incurred loss approach with an expected loss model. The new
expected credit loss impairment model will apply to most financial
assets measured at amortized cost and certain other instruments,
including trade and other receivables, loans, held-to-maturity debt
instruments, net investments in leases, loan commitments and
standby letters of credit. Upon initial recognition of the
exposure, the expected credit loss model requires entities to
estimate the credit losses expected over the life of an exposure
(or pool of exposures). The estimate of expected credit losses
should consider historical information, current information and
reasonable and supportable forecasts, including estimates of
prepayments. Financial instruments with similar risk
characteristics should be grouped together when estimating expected
credit losses. ASU 2016-13 does not prescribe a specific method to
make the estimate, so its application will require significant
judgment. ASU 2016-13 is effective for public companies in fiscal
years beginning after December 15, 2019, including interim periods
within those fiscal years. However, in November 2019, the FASB
issued ASU 2019-10, "Financial Instruments - Credit Loss (Topic
326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),"
which defers the effective date for public filers that are
considered smaller reporting companies ("SRC"), as defined by the
Securities and Exchange Commission, to fiscal years beginning after
December 15, 2022, including interim periods within those fiscal
years. Because SIFCO is considered a SRC, the Company does not need
to implement until October 1, 2023. The Company will continue to
evaluate the effect of adopting ASU 2016-13 will have on the
Company's results within the consolidated statements of operations
and financial condition.
In December 2019, ASU 2019-12, "Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes" was issued to (i)
reduce the complexity of the standard by removing certain
exceptions to the general principles in Topic 740 and (ii) improve
consistency and simplify other areas of Topic 740 by clarifying and
amending existing guidance. This ASU is effective beginning October
1, 2021. The Company continues to evaluate the effect adopting this
ASU will have on the Company's results within the consolidated
statements of operations and financial condition.
N. USE OF ESTIMATES
Accounting principles generally accepted in the U.S. 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.
O. RESEARCH AND DEVELOPMENT
Research and development costs are expensed as they are incurred.
Research and development expenses were nominal in fiscal 2020 and
2019.
P. DEBT ISSUANCE COSTS
Debt issuance costs are capitalized and amortized over the life of
the related debt. Amortization of debt issuance costs is included
in interest expense in the consolidated statements of
operations.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
Q.
ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of accumulated other comprehensive loss as shown on
the consolidated balance sheets at September 30 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
Foreign currency translation adjustment, net of income tax benefit
of $0 and $0, respectively
|
$ |
(5,257) |
|
|
$ |
(5,667) |
|
|
|
Net retirement plan liability adjustment, net of income tax benefit
of $(3,758) and $(3,758), respectively
|
(8,211) |
|
|
(7,642) |
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive loss |
$ |
(13,468) |
|
|
$ |
(13,309) |
|
|
|
The following table provides additional details of the amounts
recognized into net earnings from accumulated other comprehensive
loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Adjustment |
|
Retirement Plan Liability Adjustment |
|
|
|
Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2018 |
$ |
(4,955) |
|
|
$ |
(3,674) |
|
|
|
|
$ |
(8,629) |
|
Other comprehensive loss before reclassifications |
(712) |
|
|
(4,643) |
|
|
|
|
(5,355) |
|
Amounts reclassified from accumulated other comprehensive
income |
— |
|
|
675 |
|
|
|
|
675 |
|
Net current-period other comprehensive loss |
(712) |
|
|
(3,968) |
|
|
|
|
(4,680) |
|
|
|
|
|
|
|
|
|
Balance at September 30, 2019 |
(5,667) |
|
|
(7,642) |
|
|
|
|
(13,309) |
|
Other comprehensive income (loss) before
reclassifications |
410 |
|
|
(1,560) |
|
|
|
|
(1,150) |
|
Amounts reclassified from accumulated other comprehensive
income |
— |
|
|
991 |
|
|
|
|
991 |
|
Net current-period other comprehensive income
(loss) |
410 |
|
|
(569) |
|
|
|
|
(159) |
|
Balance at September 30, 2020 |
$ |
(5,257) |
|
|
$ |
(8,211) |
|
|
|
|
$ |
(13,468) |
|
The following table reflects the changes in accumulated other
comprehensive loss related to the Company for September 30, 2020
and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount reclassified from accumulated other comprehensive
loss |
|
|
|
|
|
|
Details about accumulated other comprehensive loss
components |
|
2020 |
|
2019 |
|
|
|
|
|
Affected line item in the Consolidated Statement of
Operations |
|
|
|
|
|
|
|
|
|
|
|
Amortization of Retirement plan liability: |
|
|
|
|
|
|
|
|
|
|
Prior service costs
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
(1) |
Net actuarial gain (loss)
|
|
(808) |
|
|
(4,214) |
|
|
|
|
|
|
(1) |
Settlements/curtailments
|
|
239 |
|
|
246 |
|
|
|
|
|
|
(1) |
|
|
(569) |
|
|
(3,968) |
|
|
|
|
|
|
Total before taxes |
|
|
— |
|
|
— |
|
|
|
|
|
|
Income tax expense |
|
|
$ |
(569) |
|
|
$ |
(3,968) |
|
|
|
|
|
|
Net of taxes |
|
|
|
|
|
|
|
|
|
|
|
(1) These accumulated other comprehensive loss components are
included in the computation of net periodic benefit cost. See Note
8,
Retirement Benefit Plans,
of the consolidated financial statements for further
information.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
R. INCOME TAXES
The Company files a consolidated U.S. federal income tax return and
tax returns in various state and local jurisdictions. The Company’s
Irish and Italian subsidiaries also file tax returns in their
respective jurisdictions.
The Company provides deferred income taxes for the temporary
difference between the financial reporting basis and tax basis of
the Company’s assets and liabilities. Such taxes are measured using
the enacted tax rates that are assumed to be in effect when the
differences reverse. Deductible temporary differences result
principally from recording certain expenses in the financial
statements in excess of amounts currently deductible for tax
purposes. Taxable temporary differences result principally from tax
depreciation in excess of book depreciation.
The Company evaluates for uncertain tax positions taken at each
balance sheet date. The Company recognizes the financial statement
benefit of a tax position only after determining that the relevant
tax authority would more likely than not sustain the position. For
tax positions meeting the more-likely-than-not threshold, the
amount recognized in the financial statements is the largest
cumulative benefit that has a greater than 50% likelihood of being
realized upon ultimate settlement with the relevant
tax
authority. The Company's policy for interest and/or penalties
related to underpayments of income taxes is to include interest and
penalties in tax expenses.
The Company maintains a valuation allowance against its deferred
tax assets when management believes it is more likely than not that
all or a portion of a deferred tax asset may not be realized.
Changes in valuation allowances are recorded in the period of
change. In determining whether a valuation allowance is warranted,
the Company evaluates factors such as prior earnings history,
expected future earnings, carry-back and carry-forward periods and
tax strategies that could potentially enhance the likelihood of the
realization of a deferred tax asset.
The Tax Cut and Jobs Act (the "Act") includes provisions for Global
Intangible Low-Taxed Income (“GILTI”) wherein minimum taxes are
imposed on foreign income in excess of a deemed return on the
tangible assets of foreign corporations. This income will
effectively be taxed at a 10.5% tax rate. GILTI was effective for
the Company starting in fiscal 2019. The Company has elected to
account for GILTI as a component of tax expense in the period in
which the Company is subject to the rules.
S. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell
an asset, or paid to transfer a liability, in an orderly
transaction between market participants at the measurement date. In
determining fair value, the Company utilizes certain assumptions
that market participants would use in pricing the asset or
liability, including assumptions about risk and/or the risks
inherent in the inputs to the valuation technique. Based on the
examination of the inputs used in the valuation techniques, the
Company is required to provide the following information according
to the fair value hierarchy. The fair value hierarchy ranks the
quality and reliability of the information used to determine fair
values.
Financial assets and liabilities carried at fair value will be
classified and disclosed in one of the following three
categories:
Level 1 - Quoted market prices in active markets for identical
assets or liabilities
Level 2 - Observable market based inputs or unobservable inputs
that are corroborated by market data
Level 3 - Unobservable inputs that are not corroborated by market
data
A financial instrument’s categorization within the valuation
hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. The book value of cash
equivalents, accounts receivable, and accounts payable are
considered to be representative of their fair values because of
their short maturities. The carrying value of debt is considered to
approximate the fair value based on the borrowing rates currently
available to us for loans with similar terms and maturities. Fair
value measurements of non-financial assets and non-financial
liabilities are primarily used in goodwill, other intangible assets
and long-lived assets impairment analysis, the valuation of
acquired intangibles and in the valuation of assets held for sale.
Goodwill and intangible assets are valued using Level 3
inputs.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
T. SHARE-BASED COMPENSATION
Share-based compensation is measured at the grant date, based on
the calculated fair value of the award and the probability of
meeting its performance condition, and is recognized as expense
when it is probable that the performance conditions will be met
over the requisite service period (generally the vesting period).
Share-based expense includes expense related to restricted shares
and performance shares issued under the Company's 2007 Long-Term
Incentive Plan ("2007 Plan") and the Company's 2007 Plan Long-Term
Incentive Plan (Amended and Restated as of November 16, 2016) (as
further amended, the "2016 Plan"). The Company recognizes
share-based expense within selling, general, and administrative
expense.
U. GOING CONCERN
In accordance with ASU 2014-15,
Presentation of Financial Statements—Going Concern
(Subtopic 205-40) (“ASC 205-40”), the Company has the
responsibility to evaluate whether conditions and/or events raise
substantial doubt about its ability to meet its future financial
obligations as they become due within one year after the date that
the financial statements are issued. This evaluation requires
management to perform two steps. First, management must evaluate
whether there are conditions and events that raise substantial
doubt about the entity’s ability to continue as a going concern.
Second, if management concludes that substantial doubt is raised,
management is required to consider whether it has plans in place to
alleviate that doubt. As required by ASC 205-40, this evaluation
shall initially not take into consideration the potential
mitigating effects of plans that have not been fully implemented as
of the date the financial statements are issued. Disclosures in the
notes to the consolidated financial statements are required if
management concludes that substantial doubt exists or that its
plans alleviate the substantial doubt that was raised. The
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern and do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets, or the amounts and
classification of liabilities that may result from the outcome of
this uncertainty. See Note 5,
Debt,
for further discussion regarding the Company's Credit Agreement,
which matures in fewer than 12 months and management's plan related
to going concern.
2. Inventories
Inventories at September 30 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Raw materials and supplies |
$ |
6,548 |
|
|
$ |
4,512 |
|
Work-in-process |
3,786 |
|
|
2,721 |
|
Finished goods |
5,235 |
|
|
3,276 |
|
Total inventories |
$ |
15,569 |
|
|
$ |
10,509 |
|
If the FIFO method had been used for the entire Company,
inventories would have been $8,286 and $8,296 higher than reported
at September 30, 2020 and 2019, respectively. LIFO benefit was
$10 and $75 in fiscal 2020 and 2019, respectively.
There was no LIFO liquidation in fiscal 2020. In fiscal 2019,
results showed a reduction of inventory resulting in liquidations
of LIFO inventory quantities. The estimated liquidation of LIFO
inventory quantities results in a projected increase in cost of
goods sold of approximately $340 during fiscal 2019. These
inventories were carried in prior periods at the then prevailing
costs, which were accurate at the time, but differ from the current
manufacturing cost and/or material costs.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
3. Goodwill and Intangible Assets
The Company’s intangible assets by major asset class subject to
amortization as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 |
Weighted Average Life at September 30, |
|
Original
Cost |
|
Accumulated
Amortization |
|
Impairment |
|
Currency Translation |
|
Net Book
Value |
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
Trade name |
8 years
|
|
$ |
1,876 |
|
|
$ |
1,729 |
|
|
$ |
— |
|
|
$ |
(12) |
|
|
$ |
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology asset |
5 years
|
|
1,869 |
|
|
1,843 |
|
|
— |
|
|
(24) |
|
|
2 |
|
Customer relationships |
10 years
|
|
13,589 |
|
|
11,833 |
|
|
— |
|
|
(3) |
|
|
1,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
|
$ |
17,334 |
|
|
$ |
15,405 |
|
|
$ |
— |
|
|
$ |
(39) |
|
|
$ |
1,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
Trade name |
8 years |
|
$ |
1,876 |
|
|
$ |
1,503 |
|
|
$ |
— |
|
|
$ |
(13) |
|
|
$ |
360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology asset |
5 years
|
|
1,869 |
|
|
1,544 |
|
|
— |
|
|
(28) |
|
|
297 |
|
Customer relationships |
10 years
|
|
13,589 |
|
|
10,859 |
|
|
— |
|
|
(67) |
|
|
2,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
|
$ |
17,334 |
|
|
$ |
13,906 |
|
|
$ |
— |
|
|
$ |
(108) |
|
|
$ |
3,320 |
|
The amortization expense on identifiable intangible assets for
fiscal 2020 and 2019 was $1,497 and $1,648,
respectively.
Amortization expense associated with the identified intangible
assets is expected to be as follows:
|
|
|
|
|
|
|
Amortization
Expense |
Fiscal year 2021 |
$ |
1,009 |
|
Fiscal year 2022 |
327 |
|
Fiscal year 2023 |
250 |
|
Fiscal year 2024 |
177 |
|
Fiscal year 2025 |
127 |
|
Goodwill is not amortized, but is subject to an annual impairment
test. The Company tests its goodwill for impairment in the fourth
fiscal quarter, and in interim periods if certain events occur
indicating that the carrying amount of goodwill may be
impaired.
The Company uses a fair value measurement approach which combines
the income (discounted cash flow method) and market valuation
(market comparable method) techniques for each of the Company’s
reporting units that carry goodwill. These valuation techniques use
estimates and assumptions including, but not limited to, the
determination of appropriate market comparable, projected future
cash flows (including timing and profitability), discount rate
reflecting the risk inherent in future cash flows, perpetual growth
rate, and projected future economic and market conditions (Level 3
inputs).
Although the Company believes its assumptions are reasonable,
actual results may vary significantly and may expose the Company to
material impairment charges in the future. The methodology
for determining fair values was consistent for the periods
presented.
2020 Annual Goodwill Impairment Tests
SIFCO performed its annual impairment test as of July 31, 2020 for
the Cleveland, Ohio ("Cleveland") reporting unit, it was determined
that the fair value of the reporting unit exceeds the carrying
value. No impairment charge as of September 30, 2020.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
2019 Annual Goodwill Impairment Tests
During the third quarter of fiscal 2019, management reviewed
qualitative factors under ASC 350 ("Topic 350"), which triggered an
interim goodwill assessment as of May 31, 2019 for its Maniago
reporting unit. Certain qualitative factors, such as lower sales
due to the soft energy market and continued under-performance
relative to projected future operating results were factors that
led the Company to perform an interim assessment of
goodwill.
Upon completion of the interim impairment test performed in fiscal
2019 for the Maniago reporting unit, it was determined that the
fair value of the reporting unit for Maniago did not exceed the
carrying value, which resulted in a full write-down of the
reporting unit's goodwill in the third quarter of fiscal 2019 in
the amount of $8,294 (non-cash charge).
Upon completion of the annual impairment testing for the Cleveland
reporting unit, it was determined that the fair value of the
reporting unit exceeds the carrying value. As such, no additional
impairment of goodwill existed as of September 30,
2019.
Goodwill is expected to be deductible for tax purposes. Changes in
the net carrying amount of goodwill were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2018 |
$ |
12,020 |
|
Goodwill impairment adjustment |
(8,294) |
|
Currency translation |
(233) |
|
Balance at September 30, 2019 |
3,493 |
|
Goodwill impairment adjustment |
— |
|
Currency translation |
— |
|
Balance at September 30, 2020 |
$ |
3,493 |
|
|
|
|
|
|
|
|
|
|
|
4. Accrued Liabilities
Accrued liabilities at September 30 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Accrued employee compensation and benefits |
$ |
5,476 |
|
|
$ |
4,238 |
|
|
|
|
|
|
|
|
|
Accrued workers’ compensation |
546 |
|
|
181 |
|
|
|
|
|
|
|
|
|
Contract liabilities |
636 |
|
|
382 |
|
|
|
|
|
Other accrued liabilities |
1,632 |
|
|
756 |
|
Total accrued liabilities |
$ |
8,290 |
|
|
$ |
5,557 |
|
5. Debt
Debt at September 30 consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Revolving credit agreement |
$ |
12,870 |
|
|
$ |
15,542 |
|
Foreign subsidiary borrowings |
5,759 |
|
|
6,592 |
|
Capital lease obligations |
80 |
|
|
138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net of unamortized debt issuance cost $(20) and
$(25)
|
5,911 |
|
|
1,108 |
|
Total debt |
24,620 |
|
|
23,380 |
|
|
|
|
|
Less – current maturities |
(20,014) |
|
|
(21,328) |
|
Total long-term debt |
$ |
4,606 |
|
|
$ |
2,052 |
|
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
Credit Agreement and Security Agreement of 2018
On August 8, 2018, the Company entered into an asset-based Credit
Agreement ("Credit Agreement") and a Security Agreement (“Security
Agreement”) with its current lender. The Credit Agreement matures
on August 6, 2021 and is comprised of a senior secured revolving
credit facility with a maximum borrowing of $30,000. The Credit
Agreement also has an accordion feature, which allows the Company
to increase maximum borrowings by up to $10,000 upon consent of the
existing lender or upon additional lenders joining the Credit
Agreement. The terms of the Credit Agreement contain both a lock
box arrangement and subjective acceleration clause. As a result,
the amount outstanding on the revolving credit facility is
classified as a short-term liability. The proceeds from the Credit
Agreement were used to pay fees and expenses incurred in connection
with entering into the Credit Agreement and continue to be used for
working capital purposes and general corporate
purposes.
The Credit Agreement contains affirmative and negative covenants
and events of defaults. As set forth in the Credit Agreement, the
Company is required to maintain a fixed charge coverage ratio
("FCCR") of 1.1 to 1.0 any time the availability is equal to or
less than 12.5% of the revolving commitment. In the event of a
default, the Company may not be able to access the revolver, which
could impact the ability to fund working capital needs, capital
expenditures and invest in new business opportunities. See
discussion below regarding the Fourth Amendment (the "Fourth
Amendment") to the Credit Agreement and Security Agreement
discussion, which revises the provision related to
FCCR.
On November 5, 2018, the Company entered into the First Amendment
with its lender. The First Amendment retroactively amended certain
definitions and provisions effective as of the original closing
date to clarify the parties' original understanding.
On December 17, 2018, the Company entered into an Export Credit
Agreement (the “Export Credit Agreement”) with its Lender. Pursuant
to the terms of the Export Credit Agreement, the Lender will lend
amounts to the Company on foreign receivables that are guaranteed
by the Export-Import Bank of the United States of America. The
Export Credit Agreement provides for a revolving commitment of
$5,000, therefore increasing the maximum borrowing of the revolver
to $35,000. The borrowings under the Export Credit Agreement will
bear interest at (depending on the type of borrowing) the Prime or
LIBOR Rate, plus the applicable margin as set forth in the Export
Credit Agreement. The maturity date under the Export Credit
Agreement is August 6, 2021 (or such earlier date as the revolving
commitments under the Export Credit Agreement are reduced to zero
or otherwise terminated). The Export Credit Agreement contains
customary representations, warranties, covenants and events of
default, including, without limitation, the affirmative covenants
under the Company’s Credit Agreement dated August 8, 2018, as
amended with the Lender. In connection with entering into the
Export Credit Agreement, the Company also entered into the Second
Amendment (the “Second Amendment”) to its Credit Agreement. The
Second Amendment amends certain definitions and provisions to
provide for the Company’s entrance into the Export Credit
Agreement.
On March 29, 2019, the Company entered into a Third Amendment with
its Lender. This amendment extended the time frame for when certain
post-closing requirements would be satisfied by March 31, 2019 to
June 30, 2019. These post-closing requirements were completed by
June 30, 2019.
On September 20, 2019, the Company entered into a Fourth Amendment
with its Lender. As previously stated, the Company is subject to
certain customary loan covenants if availability is less than or
equal to 12.5% of the revolving commitment for three or more
business days in any consecutive 30 day period; however, the Fourth
Amendment to the Credit Agreement resulted in the reduction of its
availability from 12.5% of the revolving commitment to 10% of the
lesser of the collateral or total revolving commitment, with a
$2,000 floor through June 30, 2020. This previous requirement prior
to the Fourth Amendment reset on July 1, 2020. As of September 30,
2020 and 2019, the total collateral was $26,964 and $24,000,
respectively, and the revolving commitment was $35,000 for both
periods. Total availability at September 30, 2020 and 2019 was
$13,284 and $7,709, respectively, which exceed both the collateral
and total commitment threshold. If availability had fallen short,
the Company would be required to meet the FCCR covenant, which must
not be less than 1.1 to 1.0. Because the availability was greater
than the 12.5% of the revolving commitment as of September 30,
2020, the FCCR calculation was not required.
Amounts borrowed under the Credit Agreement are secured by
substantially all the assets of the Company and its U.S.
subsidiaries and a pledge of 66.67% of the stock of its first-tier
non-U.S. subsidiaries. Borrowings will bear interest at the
lender's established domestic rate or LIBOR, plus the applicable
margin as set forth in the Credit Agreement. The revolver has a
rate based on LIBOR plus a 1.50% spread, which was 1.7% and 3.6% at
September 30, 2020 and 2019, respectively. The Export Credit
Agreement has a rate based on LIBOR plus a 1.00% spread at
September 30, 2020 and 1.25% spread at September 30, 2019, which
was 1.2% and 3.4% at September 30, 2020 and 2019, respectively. The
Company also has a commitment fee of 0.25% under the Credit
Agreement to be incurred on the unused balance of the
revolver.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
The Company's Credit Agreement is set to mature within the next
twelve months. Absent being able to refinance, the reporting entity
would not be able to meet its obligations within the next year.
Although there is no assurance that management will be successful
in completing such refinancing or that such refinancing will be on
terms similar to the current Credit Agreement or otherwise
satisfactory to management, management intends to refinance its
Credit Agreement with its Lender and is deemed probable of being
implemented which would mitigate any adverse
conditions.
Foreign subsidiary borrowings
Foreign debt at September 30 consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Term loan |
$ |
2,670 |
|
|
$ |
2,318 |
|
Short-term borrowings |
2,620 |
|
|
3,744 |
|
Factor |
469 |
|
|
530 |
|
Total debt |
$ |
5,759 |
|
|
$ |
6,592 |
|
|
|
|
|
Less – current maturities |
(3,544) |
|
|
(5,501) |
|
Total long-term debt |
$ |
2,215 |
|
|
$ |
1,091 |
|
|
|
|
|
Receivables pledged as collateral |
$ |
1,859 |
|
|
$ |
672 |
|
Interest rates are based on Euribor rates plus spread which range
from 1.0% to 4.2%. In December 2018, Maniago entered into a six
month short-term debt arrangement with one of its lenders in the
amount of $1,137, to be used for working capital purposes, which
has been repaid as of the end of the fiscal year 2019. In September
2020, Maniago entered into a long-term term debt agreement in the
amount of $1,465, which was used to repay existing debt and for
working capital purposes. The long-term loan repayment schedule is
over a 72 month period and has a rate based on EURIBOR plus 3.20%
spread, which was 2.7% at September 30, 2020. To assist with the
preservation of liquidity and uncertainty of COVID-19, subsequent
to September 30, 2020, Maniago finalized with certain lenders a
deferment of payments ranging between 6 to 12 months which has been
reflected within the future minimum payment schedule.
The Company factors receivables from one of its customers. The
factoring programs are uncommitted, whereby the Company offers
receivables for sale to an unaffiliated financial institution,
which are then subject to acceptance by the unaffiliated financial
institution. Following the sale and transfer of the receivables to
the unaffiliated financial institution, the receivables are not
isolated from the Company, and effective control of the receivables
is not passed to the unaffiliated financial institution, which does
not have the right to pledge or sell the receivables. The Company
accounts for the pledge of receivables under this agreement as
short-term debt and continues to carry the receivables on its
consolidated balance sheets.
Payments on long-term debt under the foreign term debt and other
debt (excluding finance lease obligations, see Note 10,
Leases,
of the consolidated financial statements) over the next 5 years are
as follows:
|
|
|
|
|
|
|
|
|
|
|
Minimum long-term debt payments |
|
|
|
2021 |
|
$ |
3,995 |
|
2022 |
|
2,789 |
|
2023 |
|
595 |
|
2024 |
|
575 |
|
2025 |
|
381 |
|
thereafter |
|
266 |
|
Total Minimum long-term debt payments |
|
$ |
8,601 |
|
|
|
|
|
|
|
|
|
|
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
Debt issuance costs
The Company incurred debt issuance costs as it pertains to the
Credit Agreement in the amount of $212, and incurred additional
costs in fiscal 2019 of $75 related to the First and Second
Amendments, which are included in the consolidated balance sheet as
a deferred charge in other current assets, net of amortization of
$205 and $106 at September 30, 2020 and 2019,
respectively.
Other
In response to the economic uncertainty created by the COVID-19
pandemic, as described above in Note 1,
Summary of Significant Accounting Policies,
and taking into consideration the Company’s market capitalization,
status as a smaller reporting company, and uncertainties and
volatility in, and disruptions to, the capital markets, as well as
the terms of the Company’s Credit Agreement, the Company applied
for and received funds under Paycheck Protection Program (or "PPP")
of the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act"). On April 10, 2020, the Company entered into an
unsecured promissory note under the Paycheck Protection Program
(the “PPP Loan”). The PPP Loan to the Company was made through
JPMorgan Chase Bank, N.A., a national banking association and the
Company’s existing lender. The note has an aggregate principal
amount of approximately $5,025 and a two year term. The interest
rate on the PPP Loan is 0.98%, which was deferred for the first six
months of the term of the loan. The promissory note evidencing the
PPP Loan contains customary events of default relating to, among
other things, payment defaults, breach of representations and
warranties, or provisions of the promissory note. The occurrence of
an event of default may result in the repayment of all amounts
outstanding, collection of all amounts owing from the Company,
and/or filing suit and obtaining judgment against the Company. The
loan proceeds were received on April 10, 2020 and were used for
payroll, interest on mortgage obligations, rents on leases and
utility payments. The Company repaid $261 of proceeds back to its
lender, leaving a remaining balance of $4,764, of which $3,176 will
be paid in the next twelve months and the remaining $1,588 in the
following twelve months after, pending any forgiveness of such
loan, as described below.
Under the terms of the CARES Act, PPP Loan recipients can apply for
and potentially be granted forgiveness for all or a portion of
loans granted under the PPP. Such forgiveness will be determined,
subject to limitations, based on the use of loan proceeds for
payroll costs and mortgage interest, rent or utility costs and the
maintenance of employee and compensation levels. Although the
Company intends to file for forgiveness, no assurance is provided
that the Company will obtain forgiveness of the PPP Loan in whole
or in part. As of September 30, 2020, the Company is waiting for
further guidance regarding how to apply for the forgiveness for all
or a portion of the PPP loan.
6. Revenue
The Company produces forged components for (i) turbine engines that
power commercial, business and regional aircraft as well as
military aircraft and armored military vehicles; (ii) airframe
applications for a variety of aircraft; (iii) industrial gas and
steam turbine engines for power generation units; and (iv) other
commercial applications.
The following table represents a breakout of total revenue by
customer type:.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
|
|
2020 |
|
2019 |
|
|
|
|
|
Commercial revenue |
|
$ |
48,335 |
|
|
$ |
54,999 |
|
Military revenue |
|
65,238 |
|
|
57,455 |
|
Total |
|
$ |
113,573 |
|
|
$ |
112,454 |
|
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
The following table represents revenue by the various
components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
Net Sales |
|
2020 |
|
2019 |
Aerospace components for: |
|
|
|
|
Fixed wing aircraft |
|
$ |
52,039 |
|
|
$ |
52,895 |
|
Rotorcraft |
|
31,454 |
|
|
23,602 |
|
Energy components for power generation units |
|
16,682 |
|
|
17,646 |
|
Commercial product and other revenue |
|
13,398 |
|
|
18,311 |
|
Total |
|
$ |
113,573 |
|
|
$ |
112,454 |
|
The following table represents revenue by geographic region based
on the Company's selling operation locations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
Net Sales |
|
2020 |
|
2019 |
North America |
|
$ |
98,144 |
|
|
$ |
95,667 |
|
Europe |
|
15,429 |
|
|
16,787 |
|
Total |
|
$ |
113,573 |
|
|
$ |
112,454 |
|
In addition to the disaggregating revenue information provided
above, approximately 59% and 56% of total net sales as of September
30, 2020 and 2019, respectively, was recognized on an over-time
basis because of the continuous transfer of control to the
customer, with the remainder recognized as a point in
time.
Contract Balances
Generally, payment is due shortly after the shipment of goods. For
performance obligations recognized at a point in time, a contract
asset is not established as the billing and revenue recognition
occur at the same time. For performance obligations recognized over
time, a contract asset is established as revenue that is recognized
prior to billing and shipment. Upon shipment and billing, the value
of the contract asset is reversed and accounts receivable is
recorded. In circumstances where prepayments are required and
payment is made prior to satisfaction of performance obligations, a
contract liability is established. If the satisfaction of the
performance obligation occurs over time, the contract liability is
reversed over the course of production. If the satisfaction of the
performance obligation is point in time, the contract liability
reverses upon shipment.
The following table contains a roll forward of contract assets and
contract liabilities for the period ended September 30, 2020 and
2019:
|
|
|
|
|
|
|
|
|
|
|
|
Contract assets - Beginning balance, October 1, 2018 |
|
$ |
10,140 |
|
Additional revenue recognized over-time |
|
62,499 |
|
Less amounts billed to the customers |
|
(62,290) |
|
Contract assets - Ending balance, September 30, 2019 |
|
$ |
10,349 |
|
Additional revenue recognized over-time |
|
67,043 |
|
Less amounts billed to the customers |
|
(65,395) |
|
Contract assets - Ending balance, September 30, 2020 |
|
$ |
11,997 |
|
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
Contract liabilities (included within Accrued liabilities) -
Beginning balance, October 1, 2018 |
|
$ |
— |
|
Payments received in advance of performance obligations |
|
(2,000) |
|
Performance obligations satisfied |
|
1,618 |
|
Contract liabilities (included within Accrued liabilities) - Ending
balance, September 30, 2019 |
|
$ |
(382) |
|
Payments received in advance of performance obligations |
|
(865) |
|
Performance obligations satisfied |
|
611 |
|
Contract liabilities (included within Accrued liabilities) - Ending
balance, September 30, 2020 |
|
$ |
(636) |
|
There were no impairment losses recorded on contract assets during
the year ended September 30, 2020 and 2019,
respectively.
Remaining performance obligations
As of September 30, 2020 and 2019, the Company has $91,135 and
$117,600, respectively, of remaining performance obligations, the
majority of which are anticipated to be completed within the next
twelve months.
7. Income Taxes
The components of income (loss) before income tax benefit are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
|
|
|
2020 |
|
2019 |
|
|
U.S. |
$ |
10,071 |
|
|
$ |
3,416 |
|
|
|
Non-U.S. |
(1,091) |
|
|
(11,623) |
|
|
|
Income (loss) before income tax benefit |
$ |
8,980 |
|
|
$ |
(8,207) |
|
|
|
Income tax benefit consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
|
|
|
2020 |
|
2019 |
|
|
Current income tax provision (benefit): |
|
|
|
|
|
U.S. federal |
$ |
— |
|
|
$ |
— |
|
|
|
U.S. state and local |
19 |
|
|
(27) |
|
|
|
Non-U.S. |
192 |
|
|
(109) |
|
|
|
Total current tax provision (benefit) |
211 |
|
|
(136) |
|
|
|
Deferred income tax provision (benefit): |
|
|
|
|
|
U.S. federal |
10 |
|
|
8 |
|
|
|
U.S. state and local |
1 |
|
|
2 |
|
|
|
Non-U.S. |
(433) |
|
|
(575) |
|
|
|
Total deferred tax provision (benefit) |
(422) |
|
|
(565) |
|
|
|
Income tax benefit |
$ |
(211) |
|
|
$ |
(701) |
|
|
|
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
The income tax benefit in the accompanying consolidated statements
of operations differs from amounts determined by using the
statutory rate as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
|
|
|
2020 |
|
2019 |
|
|
Income (loss) before income tax benefit |
$ |
8,980 |
|
|
$ |
(8,207) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) at U.S. federal statutory
rates |
$ |
1,886 |
|
|
$ |
(1,723) |
|
|
|
Tax effect of: |
|
|
|
|
|
Foreign rate differential |
— |
|
|
1,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and local income taxes |
20 |
|
|
14 |
|
|
|
|
|
|
|
|
|
Federal tax credits |
(135) |
|
|
(144) |
|
|
|
Valuation allowance |
(2,025) |
|
|
(556) |
|
|
|
|
|
|
|
|
|
Other |
43 |
|
|
10 |
|
|
|
Income tax benefit |
$ |
(211) |
|
|
$ |
(701) |
|
|
|
As described above, on March 27, 2020, the CARES Act was enacted
and signed into law, which includes provisions relating to
refundable payroll tax credits, deferral of certain payment
requirements for the employer portion of Social Security taxes, net
operating loss carryback periods and temporarily increasing the
amount of net operating losses that corporations can use to offset
income, alternative minimum tax ("AMT") credit refunds,
modifications to the net interest deduction limitations, and
technical corrections to tax depreciation methods for qualified
improvement property. The CARES Act did not materially affect the
Company’s fiscal 2020 income tax provision, deferred tax assets and
liabilities, or related taxes payable. The Company continues to
assess the future implications of these provisions within the CARES
Act on its consolidated financial statements but does not expect
the impact to be material.
Deferred tax assets and liabilities at September 30 consist of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Deferred tax assets: |
|
|
|
Net U.S. operating loss carryforwards |
$ |
3,543 |
|
|
$ |
5,002 |
|
Net non-U.S. operating loss carryforwards |
789 |
|
|
866 |
|
Employee benefits |
2,688 |
|
|
2,456 |
|
Inventory reserves |
1,049 |
|
|
970 |
|
Allowance for doubtful accounts |
73 |
|
|
144 |
|
|
|
|
Intangibles |
2,197 |
|
|
2,535 |
|
Foreign tax credits |
1,724 |
|
|
1,724 |
|
Other tax credits |
1,359 |
|
|
1,232 |
|
Other |
1,171 |
|
|
918 |
|
Total deferred tax assets |
14,593 |
|
|
15,847 |
|
Deferred tax liabilities: |
|
|
|
Depreciation |
(8,653) |
|
|
(8,135) |
|
|
|
|
|
Prepaid expenses |
(376) |
|
|
(192) |
|
Other |
(1,635) |
|
|
(1,681) |
|
Total deferred tax liabilities |
$ |
(10,664) |
|
|
$ |
(10,008) |
|
Net deferred tax assets |
3,929 |
|
|
5,839 |
|
Valuation allowance |
(5,329) |
|
|
(7,557) |
|
Net deferred tax liabilities |
(1,400) |
|
|
(1,718) |
|
|
|
|
|
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
At September 30, 2020, the Company has a non-U.S. tax loss
carryforward of approximately $6,141 related to the Company’s
non-operating and Italian subsidiaries. The Company's
non-operating subsidiary ceased operations in 2007 and therefore, a
valuation allowance has been recorded against the deferred tax
asset related to the Irish tax loss carryforward because it is
unlikely that such operating loss can be utilized unless the Irish
subsidiary resumes operations. Additionally, a valuation
allowance has been recorded in fiscal 2020 against a portion of the
deferred tax asset related to the Italian tax loss carryforward
that was not considered realizable. The non-operating and Italian
tax loss carryforwards do not expire.
The Company has $1,724 of foreign tax credit carryforwards that are
subject to expiration in fiscal 2023-2028, $1,182 of U.S. general
business tax credits that are subject to expiration in 2035-2040,
and $12,943 of U.S. Federal tax loss carryforwards with $9,622
subject to expiration in fiscal 2037 and $3,321 that do not expire.
A valuation allowance has been recorded against the deferred tax
assets related to the foreign tax credit carryforwards, U.S.
general business credits, and U.S. Federal tax loss
carryforwards.
In addition, the Company has $178 of U.S. state tax credit
carryforwards subject to expiration in fiscal 2022-2024 and $25,782
of U.S. state and local tax loss carryforwards subject to
expiration in fiscal 2021-2039. The U.S. state tax credit
carryforwards and U.S. state and local tax loss carryforwards have
been fully offset by a valuation allowance.
As of fiscal 2020, the valuation allowance on the Company’s U.S.
net deferred tax assets is $5,329. Each reporting period, the
Company assesses available positive and negative evidence and
estimate in determining the realizability of its deferred tax
assets. Through fiscal 2019, the Company’s history of U.S.
operating losses has resulted in significant negative evidence
requiring a full valuation allowance to be recorded against the
U.S. net deferred tax assets. Recent positive evidence includes
profitable fiscal 2020 U.S. results, however, there continues to be
uncertainty as a result of the ongoing COVID-19 pandemic.
Accordingly, the Company has maintained a full valuation allowance
on its U.S. net deferred tax assets in fiscal 2020. However, it is
reasonably possible that sufficient positive evidence required to
release all, or a portion, of the valuation allowance in the U.S.
will exist within the next 12 months.
The Company reported liabilities for uncertain tax positions,
excluding any related interest and penalties, of $22 for both
fiscal 2020 and 2019. If recognized, $22 of the fiscal 2020
uncertain tax positions would impact the effective tax rate. As of
September 30, 2020, the Company had accrued interest of $14 and
recognized $1 for interest and penalties in operations. The Company
classifies interest and penalties on uncertain tax positions as
income tax expense. A summary of activity related to the Company’s
uncertain tax position is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Balance at beginning of year |
$ |
22 |
|
|
$ |
53 |
|
|
|
|
|
Decrease due to lapse of statute of limitations |
— |
|
|
(31) |
|
|
|
|
|
Balance at end of year |
$ |
22 |
|
|
$ |
22 |
|
The Company is subject to income taxes in the U.S. federal
jurisdiction, Ireland, Italy and various states and local
jurisdictions. The Company believes it has appropriate support for
its federal income tax returns. The Company is no longer subject to
U.S. federal income tax examinations by tax authorities for fiscal
years prior to 2017, state and local income tax examinations for
fiscal years prior to 2014, or non-U.S. income tax examinations by
tax authorities for fiscal years prior to 2007.
The Company does not record deferred taxes on the undistributed
earnings of its non-U.S. subsidiaries as it does not expect the
temporary differences related to those unremitted earnings to
reverse in the foreseeable future. As of September 30, 2020, the
Company's non-U.S. subsidiaries had accumulated deficits of
approximately $485. Future distributions of accumulated earnings of
the Company's non-U.S. subsidiaries may be subject to nominal
withholding taxes.
SIFCO Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements -
(Continued)
8. Retirement Benefit Plans
Defined Benefit Plans
The Company and certain of its subsidiaries sponsor four defined
benefit pension plans covering some of its employees. The Company’s
funding policy for its defined benefit pension plans is based on an
actuarially determined cost method allowable under Internal Revenue
Service regulations. One of the defined benefit pension plans
covers non-union employees of the Company’s U.S. operations who
were hired prior to March 1, 2003. Benefit accruals ceased in
March 2003. A second defined benefit plan covered employees at a
business location that closed in December 2013, at which time
benefits accruals ceased. The third defined pension plan covers one
of the Company's union groups at the Cleveland location. See Notes
11 and 12,
Commitment and Contingencies and Business information,
for further discussion regarding its union status. Benefits
accruals under this plan ceased in March 2020, when the
then-current union disclaimed all interest in the bargaining unit.
Curtailment occurred; however, there was no impact to consolidated
financial statements. A new union has been certified and collective
bargaining is underway. Such bargaining will determine whether
benefit accruals under this plan will resume or whether retirement
benefits will be provided through a defined contribution plan. The
Company sponsors a fourth defined benefit plan for certain
employees at its Maniago location. The plan is a severance
entitlement payable to the Italian employees who qualified prior to
December 27, 2006. The plan is considered an unfunded defined
benefit plan and its liability is measured as the actuarial present
value of the vested benefits to which the employees would be
entitled if they separated at the consolidated balance sheet
date.
The Company uses a September 30 measurement date for its U.S.
defined benefit pension plans. Net pension expense, benefit
obligations and plan assets for the Company-sponsored defined
benefit pension plans consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
September 30, |
|
|
|
2020 |
|
2019 |
|
|
Service cost |
$ |
341 |
|
|
$ |
299 |
|
|
|
Interest cost |
832 |
|
|
1,055 |
|
|
|
Expected return on plan assets |
(1,453) |
|
|
(1,573) |
|
|
|
|
|
|
|
|
|
Amortization of net loss |
752 |
|
|
429 |
|
|
|
|
|
|
|
|
|
Settlement cost |
239 |
|
|
246 |
|
|
|
Net pension expense for defined benefit plans |
$ |
711 |
|
|
$ |
456 |
|
|
|
The status of all defined benefit pension plans at
September 30 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
Benefit obligations: |
|
|
|
Benefit obligations at beginning of year |
$ |
30,548 |
|
|
$ |
27,437 |
|
|
|
|
|
Service cost |
341 |
|
|
299 |
|
Interest cost |
832 |
|
|
1,055 |
|
Actuarial loss |
2,037 |
|
|
3,691 |
|
Benefits paid |
(1,965) |
|
|
(1,914) |
|
Currency translation |
— |
|
|
(20) |
|
|
|
|
|
|
|
|
|
Benefit obligations at end of year |
$ |
31,793 |
|
|
$ |
30,548 |
|
Plan assets: |
|