ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio | 34-0553950 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
970 East 64th Street, Cleveland Ohio | 44103 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | ý |
Three Months Ended December 31, | ||||||||
2013 | 2012 | |||||||
Net sales | $ | 26,652 | $ | 27,445 | ||||
Cost of goods sold | 21,082 | 21,583 | ||||||
Gross profit | 5,570 | 5,862 | ||||||
Selling, general and administrative expenses | 3,459 | 3,539 | ||||||
Amortization of intangible assets | 545 | 559 | ||||||
(Gain) on disposal of operating assets | (2 | ) | (125 | ) | ||||
Operating income | 1,568 | 1,889 | ||||||
Interest income | (4 | ) | (5 | ) | ||||
Interest expense | 85 | 106 | ||||||
Foreign currency exchange loss, net | 5 | 7 | ||||||
Other income, net | (108 | ) | (77 | ) | ||||
Income from continuing operations before income tax provision | 1,590 | 1,858 | ||||||
Income tax provision | 436 | 681 | ||||||
Income from continuing operations | 1,154 | 1,177 | ||||||
Income (loss) from discontinued operations, net of tax | (207 | ) | 2,238 | |||||
Net income | $ | 947 | $ | 3,415 | ||||
Income per share from continuing operations | ||||||||
Basic | $ | 0.22 | $ | 0.22 | ||||
Diluted | $ | 0.21 | $ | 0.22 | ||||
Income (loss) per share from discontinued operations, net of tax | ||||||||
Basic | $ | (0.04 | ) | $ | 0.42 | |||
Diluted | $ | (0.04 | ) | $ | 0.41 | |||
Net income per share | ||||||||
Basic | $ | 0.18 | $ | 0.64 | ||||
Diluted | $ | 0.17 | $ | 0.63 | ||||
Weighted-average number of common shares (basic) | 5,378 | 5,340 | ||||||
Weighted-average number of common shares (diluted) | 5,408 | 5,385 |
Three Months Ended December 31, | ||||||||
2013 | 2012 | |||||||
Net income | $ | 947 | $ | 3,415 | ||||
Other comprehensive income (loss), net of tax: | ||||||||
Foreign currency translation adjustment | — | (284 | ) | |||||
Retirement plan liability adjustment | 150 | 229 | ||||||
Interest rate swap agreement adjustment | 9 | 16 | ||||||
Comprehensive income | $ | 1,106 | $ | 3,376 |
December 31, 2013 | September 30, 2013 | ||||||
(unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 4,705 | $ | 4,508 | |||
Receivables, net of allowance for doubtful accounts of $520 and $481, respectively | 21,176 | 24,811 | |||||
Inventories, net | 19,373 | 18,340 | |||||
Deferred income taxes | 987 | 987 | |||||
Prepaid expenses and other current assets | 2,013 | 1,767 | |||||
Current assets of business from discontinued operations | 1,144 | 2,059 | |||||
Total current assets | 49,398 | 52,472 | |||||
Property, plant and equipment, net | 29,590 | 29,632 | |||||
Intangible assets, net | 13,106 | 13,651 | |||||
Goodwill | 7,658 | 7,620 | |||||
Other assets | 1,254 | 1,240 | |||||
Noncurrent assets of business from discontinued operations | 277 | 1,150 | |||||
Total assets | $ | 101,283 | $ | 105,765 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Current maturities of long-term debt | $ | 2,000 | $ | 4,392 | |||
Accounts payable | 6,656 | 6,773 | |||||
Accrued liabilities | 5,241 | 7,670 | |||||
Current liabilities of business from discontinued operations | 544 | 1,086 | |||||
Total current liabilities | 14,441 | 19,921 | |||||
Long-term debt, net of current maturities | 7,139 | 7,381 | |||||
Deferred income taxes | 1,774 | 1,733 | |||||
Other long-term liabilities | 4,568 | 4,717 | |||||
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 – 5,426 at December 31, 2013 and 5,407 at September 30, 2013 | 5,426 | 5,407 | |||||
Additional paid-in capital | 7,822 | 7,599 | |||||
Retained earnings | 69,697 | 68,750 | |||||
Accumulated other comprehensive loss | (9,584 | ) | (9,743 | ) | |||
Total shareholders’ equity | 73,361 | 72,013 | |||||
Total liabilities and shareholders’ equity | $ | 101,283 | $ | 105,765 |
Three Months Ended December 31, | |||||||
2013 | 2012 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 947 | $ | 3,415 | |||
Loss (Income) from discontinued operations, net of tax | 207 | (2,238 | ) | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 1,743 | 1,439 | |||||
Gain on disposal of operating assets | (2 | ) | (125 | ) | |||
LIFO income | (82 | ) | (178 | ) | |||
Share transactions under company stock plan | 238 | 24 | |||||
Other long-term liabilities | 12 | 354 | |||||
Deferred income taxes | 41 | (620 | ) | ||||
Changes in operating assets and liabilities: | |||||||
Receivables | 3,636 | 1,498 | |||||
Inventories | (951 | ) | (1,583 | ) | |||
Accounts payable | (154 | ) | (431 | ) | |||
Other accrued liabilities | (817 | ) | 1,369 | ||||
Accrued income and other taxes | (531 | ) | 2,392 | ||||
Other operating activities | (261 | ) | (1,903 | ) | |||
Net cash provided by operating activities of continuing operations | 4,026 | 3,413 | |||||
Net cash provided by (used for) operating activities of discontinued operations | 86 | (999 | ) | ||||
Cash flows from investing activities: | |||||||
Proceeds from disposal of operating assets | — | 125 | |||||
Capital expenditures | (1,154 | ) | (669 | ) | |||
Net cash used for investing activities of continuing operations | (1,154 | ) | (544 | ) | |||
Net cash provided by investing activities of discontinued operations | 950 | 8,739 | |||||
Cash flows from financing activities: | |||||||
Payments on long term debt | (2,892 | ) | (500 | ) | |||
Proceeds from revolving credit agreement | 11,965 | 11,511 | |||||
Repayments of revolving credit agreement | (11,707 | ) | (22,155 | ) | |||
Proceeds from other debt | — | 12 | |||||
Proceeds from exercise of stock options | 4 | — | |||||
Cash dividends paid | (1,081 | ) | (1,073 | ) | |||
Net cash used for financing activities of continuing operations | (3,711 | ) | (12,205 | ) | |||
Increase (decrease) in cash and cash equivalents | 197 | (1,596 | ) | ||||
Cash and cash equivalents at the beginning of the period | 4,508 | 7,176 | |||||
Cash and cash equivalents at the end of the period | $ | 4,705 | $ | 5,580 | |||
Supplemental disclosure of cash flow information of continuing operations: | |||||||
Cash paid for interest | $ | (71 | ) | $ | (122 | ) | |
Cash paid for income taxes, net | (802 | ) | (219 | ) |
1. | Summary of Significant Accounting Policies |
Three Months Ended December 31, | |||||||
2013 | 2012 | ||||||
Income from continuing operations | $ | 1,154 | $ | 1,177 | |||
Income (loss) from discontinued operations, net of tax | (207 | ) | 2,238 | ||||
Net income | $ | 947 | $ | 3,415 | |||
Weighted-average common shares outstanding (basic) | 5,378 | 5,340 | |||||
Effect of dilutive securities: | |||||||
Stock options | — | 1 | |||||
Restricted shares | 16 | 8 | |||||
Performance shares | 14 | 36 | |||||
Weighted-average common shares outstanding (diluted) | 5,408 | 5,385 | |||||
Net income per share – basic | |||||||
Continuing operations | $ | 0.22 | $ | 0.22 | |||
Discontinued operations | (0.04 | ) | 0.42 | ||||
Net income | $ | 0.18 | $ | 0.64 | |||
Net income per share – diluted: | |||||||
Continuing operations | $ | 0.21 | $ | 0.22 | |||
Discontinued operations | (0.04 | ) | 0.41 | ||||
Net income | $ | 0.17 | $ | 0.63 | |||
Anti-dilutive weighted-average common shares excluded from calculation of diluted earnings per share | 20 | 105 |
2. | Inventories |
December 31, 2013 | September 30, 2013 | ||||||
Raw materials and supplies | $ | 4,957 | $ | 5,906 | |||
Work-in-process | 7,258 | 7,049 | |||||
Finished goods | 7,158 | 5,385 | |||||
Total inventories | $ | 19,373 | $ | 18,340 |
3. | Goodwill and Intangible Assets |
December 31, 2013 | Estimated Useful Life | Original Cost | Accumulated Amortization | Net Book Value | |||||||||
Intangible assets: | |||||||||||||
Trade name | 10 years | $ | 2,000 | $ | 496 | $ | 1,504 | ||||||
Non-compete agreement | 5 years | 1,600 | 748 | 852 | |||||||||
Below market lease | 5 years | 900 | 550 | 350 | |||||||||
Customer relationships | 10 years | 13,800 | 3,456 | 10,344 | |||||||||
Order backlog | 1 year | 2,200 | 2,144 | 56 | |||||||||
Transition services | < 1 year | 23 | 23 | — | |||||||||
Total intangible assets | $ | 20,523 | $ | 7,417 | $ | 13,106 |
September 30, 2013 | Estimated Useful Life | Original Cost | Accumulated Amortization | Net Book Value | |||||||||
Intangible assets: | |||||||||||||
Trade name | 10 years | $ | 2,000 | $ | 446 | $ | 1,554 | ||||||
Non-compete agreement | 5 years | 1,600 | 668 | 932 | |||||||||
Below market lease | 5 years | 900 | 505 | 395 | |||||||||
Customer relationships | 10 years | 13,800 | 3,111 | 10,689 | |||||||||
Order backlog | 1 year | 2,200 | 2,119 | 81 | |||||||||
Transition services | < 1 year | 23 | 23 | — | |||||||||
Total intangible assets | $ | 20,523 | $ | 6,872 | $ | 13,651 |
Amortization Expense | |||
Fiscal year 2014 | $ | 2,161 | |
Fiscal year 2015 | 2,080 | ||
Fiscal year 2016 | 1,854 | ||
Fiscal year 2017 | 1,617 | ||
Fiscal year 2018 | 1,596 |
Balance at September 30, 2013 | $ | 7,620 | |
Goodwill purchase price adjustment | 38 | ||
Balance at December 31, 2014 | $ | 7,658 |
4. | Accumulated Other Comprehensive Loss |
December 31, 2013 | September 30, 2013 | ||||||
Foreign currency translation adjustment, net of tax | $ | (5,851 | ) | $ | (5,851 | ) | |
Retirement plan liability adjustment, net of tax | (3,716 | ) | (3,866 | ) | |||
Interest rate swap agreement adjustment, net of tax | (17 | ) | (26 | ) | |||
Total accumulated other comprehensive loss | $ | (9,584 | ) | $ | (9,743 | ) |
5. | Long-Term Debt |
December 31, 2013 | September 30, 2013 | ||||||
Revolving credit agreement | 3,639 | $ | 3,381 | ||||
Term loan | 5,500 | 6,000 | |||||
Promissory Note | — | 2,392 | |||||
9,139 | 11,773 | ||||||
Less – current maturities | 2,000 | 4,392 | |||||
Total long-term debt | $ | 7,139 | $ | 7,381 |
6. | Income Taxes |
Three Months Ended December 31, | |||||||
2013 | 2012 | ||||||
Current income tax provision: | |||||||
U.S. federal | $ | 309 | $ | 607 | |||
U.S. state and local | 64 | 68 | |||||
Non-U.S | 22 | 6 | |||||
Total current tax provision | 395 | 681 | |||||
Deferred income tax provision: | |||||||
U.S. federal | 41 | — | |||||
U.S state and local | — | — | |||||
Total deferred tax provision | 41 | — | |||||
Income tax provision | $ | 436 | $ | 681 |
Balance at September 30, 2013 | $ | 177 | |
Decrease due to tax positions effectively settled | (111 | ) | |
Balance at December 31, 2013 | $ | 66 |
7. | Retirement Benefit Plans |
Three Months Ended December 31, | |||||||
2013 | 2012 | ||||||
Service cost | $ | 31 | $ | 75 | |||
Interest cost | 249 | 215 | |||||
Expected return on plan assets | (393 | ) | (372 | ) | |||
Amortization of prior service cost | — | 13 | |||||
Amortization of net loss | 148 | 215 | |||||
Settlement cost | 75 | — | |||||
Net periodic benefit cost | $ | 110 | $ | 146 |
8. | Stock-Based Compensation |
9. | Business Acquisition |
Three Months Ended December 31, 2012 | |||
Net sales | $ | 28,843 | |
Net income | 3,358 | ||
Net income per share (basic) | $ | 0.63 | |
Net income per share (diluted) | 0.62 |
10. | Discontinued Operations, Assets Held for Sale, and Business Divestiture |
December 31, 2013 | September 30, 2013 | ||||||
Assets: | |||||||
Receivables, net | $ | 827 | $ | 1,067 | |||
Inventories, net | — | 660 | |||||
Deferred income taxes | 317 | 317 | |||||
Prepaid expenses and other current assets | — | 15 | |||||
Total current assets of business held for sale | $ | 1,144 | $ | 2,059 | |||
Property, plant and equipment, net | $ | 271 | $ | 1,118 | |||
Other assets | 6 | 32 | |||||
Total noncurrent assets of business held for sale | $ | 277 | $ | 1,150 | |||
Liabilities: | |||||||
Accounts payable | 207 | 278 | |||||
Accrued liabilities | 337 | 808 | |||||
Total current liabilities of business held for sale | $ | 544 | $ | 1,086 |
Three Months Ended December 31, | |||||||
2013 | 2012 | ||||||
Net sales | $ | 1,339 | $ | 1,255 | |||
Loss before income tax provision | (331 | ) | (442 | ) | |||
Income tax provision (benefit) | (124 | ) | (186 | ) | |||
Income (loss) from discontinued operations, net of tax | $ | (207 | ) | $ | (256 | ) |
Three Months Ended December 31, 2012 | |||
Net sales | $ | 2,727 | |
Income before income tax provision | 180 | ||
Income tax provision | 48 | ||
Income (loss) from operations, net of tax | 132 | ||
Gain (loss) on sale of discontinued operations, net of tax | 2,362 | ||
Income (loss) from discontinued operations, net of tax | $ | 2,494 |
• | 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. |
Dollars in thousands | Three Months Ended | ||||||
December 31, 2013 | |||||||
2013 | 2012 | ||||||
Net income | $ | 947 | $ | 3,415 | |||
Less: Income (loss) from discontinued operations, net of tax | (207 | ) | 2,238 | ||||
Income from continuing operations | 1,154 | 1,177 | |||||
Adjustments: | |||||||
Depreciation and amortization expense | 1,743 | 1,439 | |||||
Interest expense, net | 81 | 101 | |||||
Income tax provision | 436 | 681 | |||||
EBITDA | 3,414 | 3,398 | |||||
Adjustments: | |||||||
Foreign currency exchange (gain) loss, net (1) | 5 | 7 | |||||
Other income, net (2) | (108 | ) | (77 | ) | |||
Loss (gain) on disposal of operating assets (3) | (2 | ) | (125 | ) | |||
Inventory purchase accounting adjustments (4) | — | — | |||||
Non-recurring severance expense (5) | — | 813 | |||||
Equity compensation expense (6) | 238 | 24 | |||||
Pension settlement expense (7) | 75 | — | |||||
Acquisition transaction-related expenses (8) | 12 | 15 | |||||
LIFO expense (income) (9) | (82 | ) | (178 | ) | |||
Adjusted EBITDA | $ | 3,552 | $ | 3,877 |
(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, primarily rental income from our Irish subsidiary. |
(3) | Represents the difference between the proceeds from the sale of operating equipment and the carrying value shown on the Company’s books. |
(4) | Represents accounting adjustments to value inventory at fair market value associated with the acquisition of a business that was charged to cost of goods sold when the inventory was sold. |
(5) | Represents severance expense related to the departure of an executive officer. |
(6) | Represents the equity-based compensation expense recognized by the Company under its 2007 Long-term Incentive Plan. |
(7) | Represents expense incurred by a defined benefit pension plan related to settlement of pension obligations. |
(8) | Represents transaction-related costs such as legal, financial, tax due diligence expenses, valuation services costs, and executive travel that are required to be expensed as incurred. |
(9) | Represents the increase (decrease) in the reserve for inventories for which cost is determined using the last in, first out (“LIFO”) method. |
(Dollars in millions) | Three Months Ended December 31, | Increase (Decrease) | |||||||||
Net Sales | 2013 | 2012 | |||||||||
Aerospace components for: | |||||||||||
Fixed wing aircraft | $ | 14.6 | $ | 13.8 | $ | 0.8 | |||||
Rotorcraft | 8.7 | 8.0 | 0.7 | ||||||||
Energy components for power generation units | 2.6 | 4.7 | (2.1 | ) | |||||||
Commercial product and other revenue | 0.8 | 0.9 | (0.1 | ) | |||||||
Total | $ | 26.7 | $ | 27.4 | $ | (0.7 | ) |
Weighted Average Interest Rate Three Months Ended December 31, | Weighted Average Outstanding Balance Three Months Ended December 31, | ||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Revolving credit agreement | 0.1 | % | 1.3 | % | $ 2.1 million | $ 8.4 million | |||
Term note | 2.9 | % | 2.9 | % | $ 5.7 million | $ 7.8 million | |||
Promissory note | 2.0 | % | 2.0 | % | $ 1.6 million | $ 2.3 million |
Exhibit No. | Description | |
3.1 | Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as Exhibit 3(a) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
3.2 | SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January 29, 2002, filed as Exhibit 3(b) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
4.1 | Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated December 10, 2010, filed as Exhibit 4.23 to the Company’s Form 8-K dated December 10, 2010 and incorporated herein by reference | |
4.2 | First Amendment and Joinder to Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated October 28, 2011, filed as Exhibit 4.2 to the Company’s Form 8-K dated October 28, 2011 and incorporated herein by reference | |
4.3 | Second Amendment and Joinder to Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated July 23, 2013, filed as Exhibit 4.3 to the Company’s Form 8-K dated July 23, 2013 and incorporated herein by reference | |
9.1 | Voting Trust Agreement dated January 31, 2013, filed as Exhibit 9.1 to the Company’s Form 10-Q dated December 31, 2012 and incorporated herein by reference | |
10.1 | SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference | |
10.2 | SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2008 Annual Meeting to Shareholders dated December 14, 2007, and incorporated herein by reference | |
10.3 | Letter Agreement between the Company and Jeffrey P. Gotschall, dated August 12, 2009 filed as Exhibit 10.1 of the Company’s Form 8-K dated August 12, 2009 and incorporated herein by reference 10.1 of the Company’s Form 8-K dated August 12, 2009 and incorporated herein by reference. | |
10.4 | Amended and Restated Change in Control and Severance Agreement, between James P. Woidke and SIFCO Industries, Inc., dated April 27, 2010 filed as Exhibit 10.15 of the Company’s Form 8-K dated April 30, 2010, and incorporated herein by reference | |
10.5 | Asset Purchase Agreement between T&W Forge, Inc and TWF Acquisition, LLC (a wholly-owned subsidiary of SIFCO Industries Inc.) dated December 10, 2010 filed as Exhibit 10.14 to the Company’s Form 8-K dated December 10, 2010, and incorporated herein by reference | |
10.6 | Amendment No. 1 to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2011 Annual Meeting to Shareholders dated December 15, 2010, and incorporated herein by reference | |
10.7 | Asset Purchase Agreement between GEL Industries, Inc (DBA Quality Aluminum Forge) and Forge Acquisition, LLC (a wholly-owned subsidiary of SIFCO Industries Inc.) dated October 28, 2011, filed as Exhibit 10.16 to the Company’s Form 8-K dated October 28, 2011, and incorporated herein by reference |
Exhibit No. | Description | |
10.8 | Separation Agreement between the Company and Frank Cappello, dated December 31, 2012, filed as Exhibit 10.1 to the Company’s Form 8-K dated January 3, 2013, and incorporated herein by reference | |
10.9 | Change in Control Agreement between the Company and Catherine M. Kramer, dated November 1, 2013, filed as Exhibit 10.1 to the Company's Form 8-K dated November 1, 2013, and incorporated herein by reference | |
14.1 | Code of Ethics, filed as Exhibit 14.1 of the Company’s Form 10-K dated September 30, 2003, and incorporated herein by reference | |
*31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a) | |
*31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a) | |
*32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | |
*32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |
*101 | The following financial information from SIFCO Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 filed with the SEC on February 3, 2014, formatted in XBRL includes: (i) Consolidated Condensed Statements of Operations for the fiscal periods ended December 31, 2013 and 2012, (ii) Consolidated Condensed Statements of Comprehensive Income for the fiscal periods ended December 31, 2013 and 2012, (iii) Consolidated Condensed Balance Sheets at December 31, 2013 and September 30, 2013, (iv) Consolidated Condensed Statements of Cash Flow for the fiscal periods ended December 31, 2013 and 2012, and (iv) the Notes to the Consolidated Condensed Financial Statements. |
SIFCO Industries, Inc. | ||
(Registrant) | ||
Date: February 3, 2014 | /s/ Michael S. Lipscomb | |
Michael S. Lipscomb | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: February 3, 2014 | /s/ Catherine M. Kramer | |
Catherine M. Kramer | ||
Vice President-Finance and | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
1. | I have read this Quarterly Report on Form 10-Q of SIFCO Industries, Inc. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 3, 2014 | /s/ Michael S. Lipscomb | |
Michael S. Lipscomb | ||
President and Chief Executive Officer |
1. | I have read this Quarterly Report on Form 10-Q of SIFCO Industries, Inc. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 3, 2014 | /s/ Catherine M. Kramer | |
Catherine M. Kramer | ||
Vice President – Finance and | ||
Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 3, 2014 | ||
/s/ Michael S. Lipscomb | ||
Michael S. Lipscomb | ||
President and Chief Executive Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 3, 2013 | ||
/s/ Catherine M. Kramer | ||
Catherine M. Kramer | ||
Vice President – Finance and | ||
Chief Financial Officer |
Income Tax Provision (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
|
Current income tax provision: | ||
U.S. federal | $ 309 | $ 607 |
U.S. state and local | 64 | 68 |
Non-U.S | 22 | 6 |
Total current tax provision | 395 | 681 |
Deferred income tax provision: | ||
U.S. federal | 41 | 0 |
U.S state and local | 0 | 0 |
Total deferred tax provision | 41 | 0 |
Income tax provision | $ 436 | $ 681 |
Discontinued Operations, Assets Held for Sale, and Business Divestiture Narrative (Details) (Repair group, USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Dec. 31, 2013
|
|
Repair group
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Workforce reduction costs expected | $ 959 |
Workforce reduction costs incurred | 274 |
Workforce reduction costs paid | $ 335 |
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