Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – October 15, 2024

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio

1-5978

34-0553950

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

970 East 64th Street, Cleveland Ohio

44103

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600

N.A.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares

SIF

NYSE American


Item 2.01			Completion of Acquisition of Disposition of Assets.

Completion of Sale of C Blade S.p.A. Forging & Manufacturing

As previously announced, on August 1, 2024, SIFCO Irish Holdings, Ltd., a private company limited by shares registered in the Republic of Ireland (“Seller”), a wholly owned subsidiary of SIFCO Industries, Inc., an Ohio corporation (“Company”), entered into a definitive Share Purchase Agreement (as amended in accordance with the terms of the amendment described in the Form 8-K filed by the Company on September 27, 2024, the “Agreement”) with TB2 S.r.l., an entity incorporated and registered in Italy (“Buyer”), pursuant to which Buyer agreed to acquire from Seller 100% of the share capital (“Sale Shares”) of C Blade S.p.A. Forging & Manufacturing, an Italian joint stock company and wholly-owned subsidiary of Seller (“CBlade”), at an enterprise value of €20,000,000 pursuant to a “lockbox” arrangement that results in the payment of €13,800,000 in net equity value at closing, subject to adjustment pursuant to and in accordance with the terms of the Agreement.

On October 15, 2024, Seller and the Company completed the sale of the Sale Shares to Buyer pursuant to the terms of the Agreement.

The description of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the US Securities and Exchange Commission on August 6, 2024 and is incorporated herein by reference.


Item 9.01		Financial Statements and Exhibits.

(b)	The unaudited pro forma condensed consolidated financial information of the Company, giving effect to the divestiture of the Sale Shares, together with the related notes thereto, is attached hereto as Exhibit 99.1.
(d)	Exhibits
	99.1	Unaudited pro forma condensed consolidated financial information of SIFCO Industries, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



						SIFCO Industries, Inc.
						(Registrant)

Date: October 21, 2024
						/s/ Thomas R. Kubera
						Thomas R. Kubera
						Chief Financial Officer
						(Principal Financial Officer)

Exhibit 99.1

SIFCO Industries, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Financial Information

On October 15, 2024, SIFCO Industries, Inc. ("Company") completed the previously announced sale (the “Sale”) of C Blade S.p.A. Forging & Manufacturing ("CBlade") to TB2 S.r.l. (the “Buyer”), pursuant to a Share Purchase Agreement (the “Purchase Agreement”) entered into on August 1, 2024 for an enterprise value of €20,000,000 pursuant to a “lockbox” arrangement that results in the payment of €13,800,000 in net equity value at closing, subject to adjustments for changes in working capital and certain other items.

The following unaudited pro forma consolidated financial information is based upon the historical financial statements of the Company, adjusted to reflect the Sale. The following unaudited pro forma consolidated financial information of the Company should be read in conjunction with the related notes herein and with the historical consolidated financial statements of the Company and the related notes thereto included in previous filings with the Securities and Exchange Commission.

The unaudited pro forma consolidated statements of operations for the nine months ended June 30, 2024, and for the years ended September 30, 2023 and 2022 reflect pro forma results of the Company’s operations as if the Sale had occurred on October 1, 2021, which represents the first day of fiscal year 2022. The unaudited pro forma consolidated balance sheet as of June 30, 2024 gives effect to the Sale as if it had occurred on that date. The adjustments in the “Pro Forma Adjustments” column in the unaudited pro forma consolidated statements of operations and unaudited pro forma consolidated balance sheet give effect to other separation adjustments as if they occurred as of October 1, 2021, and June 30, 2024, respectively.

The following unaudited pro forma consolidated statements of operations and unaudited pro forma consolidated balance sheet reflect the following transactions in conjunction with the Sale:

1.Discontinued Operations of CBlade

a.The historical financial results directly attributable to CBlade in accordance with ASC 205

2.Other Separation Adjustments

a.Estimated unaccrued one-time transaction costs

The unaudited pro forma financial statements have been prepared by management in accordance with U.S. Securities and Exchange Commission (the "SEC") Regulation S-X Article 11, Pro Forma Financial Information. The pro forma adjustments are preliminary, based upon available information and made solely for the purpose of providing these pro forma financial statements. The unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not intended to reflect or be indicative of the Company's consolidated results of operations or financial position had the Sale occurred as of the dates presented and should not be taken as a representation of the Company's future consolidated results of operations or financial position. For example, the financial information does not reflect any potential earnings or other impacts from the use of the proceeds from the Sale or cost reductions of previously allocated corporate costs and potential subsequent restructuring charges.

The information in the “Pro Forma Adjustments” columns in the unaudited pro forma consolidated financial statements reflects additional transaction accounting adjustments which have been made in accordance with SEC rules and are further described in the accompanying notes.

SIFCO Industries, Inc. and Subsidiaries

Pro Forma Consolidated Balance Sheets

As of June 30, 2024

(Unaudited, Amounts in thousands)


	Historical (As Reported)		Adjusted 6/30/2024 (a)			Sale of CBlade			Pro Forma

ASSETS
Current assets:
Cash and cash equivalents	$	1,696	$	1,006		$	14,701	(d)	$	15,707
Short-term investments	1,713		—			—			—
Receivables, net	26,831		17,970			—			17,970
Contract assets	10,055		10,055			—			10,055
Inventories, net	13,423		8,201			—			8,201
Refundable income taxes	84		84			—			84
Prepaid expenses and other current assets	1,200		449			—			449
Current assets held for sale	—		17,237			(17,237)		(b)	—
Total current assets	55,002		55,002			(2,536)			52,466
Property, plant and equipment, net	33,914		27,369			—			27,369
Operating lease right-of-use assets, net	13,673		13,554			—			13,554
Intangible assets, net	161		—			—			—
Goodwill	3,493		3,493			—			3,493
Other assets	88		88			—			88
Noncurrent assets held for sale	—		6,825			(6,825)		(b)	—
Total assets	$	106,331	$	106,331		$	(9,361)		$	96,970
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	6,116	$	313		$	—		$	313
Promissory note - related party	3,366		2,969			—			2,969
Revolver	19,693		19,693			—			19,693
Short-term operating lease liabilities	906		866			—			866
Accounts payable	14,965		11,604		(e)	—			11,604
Contract liabilities	3,880		3,529			—			3,529
Accrued liabilities	6,506		3,842			—			3,842
Current liabilities held for sale	—		13,541		(e) (g)	(13,541)		(b)	—
Total current liabilities	55,432		56,357			(13,541)			42,816
Long-term debt, net	3,620		—			—			—
Long-term operating lease liabilities	13,333		13,258			—			13,258
Deferred income taxes, net	—		—			—			—
Pension liability	3,469		3,204			—			3,204
Other long-term liabilities	651		651			—			651
Noncurrent liabilities held for sale	—		3,960			(3,960)		(b)	—

Stockholders' Equity:
Serial preferred shares
Common shares	6,180		6,180			—			6,180
Additional paid-in capital	11,745		11,745			—			11,745
Retained earnings	18,324		17,399		(e) (g)	2,563		(h)	19,962
Accumulated other comprehensive loss	(6,423)		(6,423)			5,577		(c)	(846)
Total shareholders' equity	29,826		28,901			8,140			37,041
Total liabilities and shareholders' equity	$	106,331	$	106,331		$	(9,361)		$	96,970

See accompanying notes to unaudited pro forma consolidated financial statements.

SIFCO Industries, Inc. and Subsidiaries

Pro Forma Consolidated Statements of Operations

For the Nine Months Ended June 30, 2024

(Unaudited, Amounts in thousands, except per share data)


	Historical (As Reported)		Sale of C Blade (f)		Other Separation Adjustments			Pro Forma

Net sales	$	76,854	$	(18,879)	$	—		$	57,975
Cost of goods sold	68,857		(14,543)		—			54,314
Gross profit	7,997		(4,336)		—			3,661
Selling, general, and administrative expenses	9,939		(1,452)		454		(e)	8,941
Amortization of intangible assets	121		(121)		—			—
Loss on disposal of operating assets	3		1		—			4

Operating (loss) profit	(2,066)		(2,764)		(454)			(5,284)
Interest expense, net	2,471		(406)		—			2,065
Foreign currency exchange loss (gain), net	6		(6)		—			—
Other expense, net	244		69		—			313
(Loss) income before income tax expense (benefit)	(4,787)		(2,421)		(454)			(7,662)
Income tax expense (benefit)	153		(613)		—			(460)
Net loss	$	(4,940)	$	(1,808)	$	(454)		$	(7,202)

Net loss per share from continuing operations
Basic	$	(0.82)						$	(1.20)
Diluted	(0.82)							(1.20)

Weighted average number of common shares (basic)	5,991							5,991
Weighted average number of common shares (diluted)	5,991							5,991

See accompanying notes to unaudited pro forma consolidated financial statements.

SIFCO Industries, Inc. and Subsidiaries

Pro Forma Consolidated Statements of Operations

For the Year Ended September 30, 2023

(Unaudited, Amounts in thousands, except per share data)


	Historical (As Reported)		Sale of C Blade (f)		Pro Forma

Net sales	$	87,022	$	(20,955)	$	66,067
Cost of goods sold	79,492		(16,768)		62,724
Gross profit	7,530		(4,187)		3,343
Selling, general, and administrative expenses	14,029		(1,753)		12,276
Amortization of intangible assets	233		(160)		73
Loss on disposal of operating assets	1		(2)		(1)

Operating (loss) profit	(6,733)		(2,272)		(9,005)
Interest expense, net	1,348		(351)		997
Gain on debt extinguishment	—		—		—
Foreign currency exchange loss (gain), net	9		(6)		3
Other expense, net	443		57		500
(Loss) income before income tax expense (benefit)	(8,533)		(1,972)		(10,505)
Income tax expense (benefit)	159		(144)		15
Net loss	$	(8,692)	$	(1,828)	$	(10,520)

Net loss per share from continuing operations
Basic	$	(1.47)			$	(1.77)
Diluted	(1.47)				(1.77)

Weighted average number of common shares (basic)	5,929				5,929
Weighted average number of common shares (diluted)	5,929				5,929

See accompanying notes to unaudited pro forma consolidated financial statements.

SIFCO Industries, Inc. and Subsidiaries

Pro Forma Consolidated Statements of Operations

For the Year Ended September 30, 2022

(Unaudited, Amounts in thousands, except per share data)


	Historical (As Reported)		Sale of C Blade (f)		Pro Forma

Net sales	$	83,902	$	(15,569)	$	68,333
Cost of goods sold	85,757		(16,453)		69,304
Gross profit	(1,855)		884		(971)
Selling, general, and administrative expenses	11,909		(1,256)		10,653
Amortization of intangible assets	313		(163)		150
Loss on disposal of operating assets	(7)		6		(1)

Operating (loss) profit	(14,070)		2,297		(11,773)
Interest expense, net	645		(179)		466
Gain on debt extinguishment	(5,106)		—		(5,106)
Foreign currency exchange loss (gain), net	15		(25)		(10)
Other expense, net	59		18		77
(Loss) income before income tax expense (benefit)	(9,683)		2,483		(7,200)
Income tax (benefit) expense	(43)		72		29
Net (loss) income	$	(9,640)	$	2,411	$	(7,229)

Net loss per share from continuing operations
Basic	$	(1.65)			$	(1.24)
Diluted	(1.65)				(1.24)

Weighted average number of common shares (basic)	5,830				5,830
Weighted average number of common shares (diluted)	5,830				5,830

See accompanying notes to unaudited pro forma consolidated financial statements.

SIFCO Industries, Inc. and Subsidiaries

Notes to Unaudited Pro Forma

Consolidated Financial Statements

1.Description of the Sale

The unaudited pro forma consolidated financial information is based upon the historical financial statements of the Company, adjusted to reflect the Sale. The unaudited pro forma consolidated financial information of the Company should be read in conjunction with the other related notes herein and with the historical consolidated financial statements of the Company and the related notes thereto included in previous filings with the Securities and Exchange Commission.

To provide a better understanding of the impact of the Sale, the unaudited pro forma consolidated financial information is presented to reflect how the Sale might have affected the historical financial statements had the transactions been consummated at an earlier date. The unaudited pro forma consolidated statements of operations are presented as if the Sale had occurred on October 1, 2021, the beginning of the earliest period presented. The unaudited pro forma consolidated balance sheet as of June 30, 2024 is presented as if the Sale had occurred on that date.

The unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not intended to reflect or be indicative of the Company's consolidated results of operations or financial position had the Sale occurred as of the dates presented and should not be taken as a representation of the Company's future consolidated results of operations or financial position. For example, the financial information does not reflect any potential earnings or other impacts from the use of the proceeds from the Sale or cost reductions of previously allocated corporate costs and potential subsequent restructuring charges.

The historical consolidated financial information has been adjusted in the unaudited pro forma consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the Sale, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the Company's results.

The pro forma adjustments described below were based on management’s assumptions and estimates, including assumptions relating to the consideration received.

2.Transaction Accounting Adjustments

(a)Adjustments to previously reported unaudited consolidated balance sheet to reflect the recognition of CBlade as an asset held for sale and discontinued operations as of June 30, 2024.

(b)Represents the disposition of the CBlade business's assets and liabilities, which will be reported as “held for sale” and discontinued operations as of September 30, 2024, as if the sale had occurred on June 30, 2024.

SIFCO Industries, Inc. and Subsidiaries

Notes to Unaudited Pro Forma

Consolidated Financial Statements

The principal components of the assets and liabilities held for sale as of June 30, 2024 were as follows:


ASSETS
Current assets:
Cash and cash equivalents	$	690
Short-term investments	1,713
Receivables, net	8,861

Inventories, net	5,222

Prepaid expenses and other current assets	751
Total current assets	17,237
Property, plant and equipment, net	6,545
Operating lease right-of-use assets, net	119
Intangible assets, net	161


Total assets held for sale	$	24,062
LIABILITIES
Current liabilities:
Current maturities of long-term debt	$	6,200


Short-term operating lease liabilities	40
Accounts payable	3,693
Contract liabilities	351
Accrued liabilities	3,257
Total current liabilities	13,541
Long-term debt, net	3,620
Long-term operating lease liabilities	75

Pension liability	265

Total liabilities held for sale	$	17,501

(c)Reflects the liquidation of the accumulated other comprehensive loss, which is comprised primarily of related foreign currency translation adjustments.

(d)Represents the increase in cash and cash equivalents related to the cash consideration of $14.7 million received, net of normal purchase price settlement adjustments, less transaction expenses.

(e)Represents adjustments to recognize transaction-related expenses and liabilities of $0.5 million, $0.1 million of which were not included within the Company's historical financial statements for the period ended June 30, 2024, $0.1 million of which incurred during the fourth quarter of fiscal year 2024, and $0.3 million of costs expected to be incurred in connection with the Sale.

(f)The “Sale of CBlade” column in the unaudited pro forma consolidated financial statements represents the historical financial results directly attributable to CBlade in accordance with ASC 205. One-time transaction costs related to the Sale of $0.1 million were captured within selling, general, and administrative and included in this column for unaudited pro forma consolidated statements of operations for the nine months ended June 30, 2024.

(g)The income tax impacts of discontinued operations have been estimated using the applicable statutory income tax rate in the respective jurisdictions, adjusted for effective tax rate impacts related to goodwill impairments for which there is no tax basis, permanent differences, and income tax credits. The estimated income tax adjustments are subject to change and actual amounts will differ from the results reflected herein.

(h)Represents the cumulative impact to retained earnings of the pro forma adjustments to the unaudited pro forma consolidated statements of operations for the nine months ended June 30, 2024.

Cover	Oct. 15, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 15, 2024
Entity Registrant Name	SIFCO Industries, Inc.
Entity Incorporation, State or Country Code	OH
Entity File Number	1-5978
Entity Tax Identification Number	34-0553950
Entity Address, Postal Zip Code	44103
Entity Address, State or Province	OH
Entity Address, City or Town	Cleveland
Entity Address, Address Line One	970 East 64th Street,
City Area Code	216
Local Phone Number	881-8600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Shares
Trading Symbol	SIF
Security Exchange Name	NYSEAMER
Amendment Flag	false
Entity Central Index Key	0000090168