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SIFCO INDUSTRIES INC

For the period ended Mar 31, 2024. Filed May 9, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 9, 2024

SIF$16.77-0.6%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Consolidated Condensed Statements of Operations

(Unaudited)

Three Months EndedMarch 31,Six Months EndedMarch 31,
2024202320242023
Net sales$26,543$19,242$47,595$40,541
Cost of goods sold23,81617,52244,13237,560
Gross profit2,7271,7203,4632,981
Selling, general and administrative expenses3,2083,8496,7897,129
Amortization of intangible assets416381124
Loss on disposal of operating assets31433
Operating loss(525)(2,206)(3,410)(4,275)
Interest expense, net9633391,393614
Foreign currency exchange loss, net31279
Other expense (income), net52(218)105(35)
Loss before income tax expense(1,543)(2,339)(4,915)(4,863)
Income tax expense47289893
Net loss$(1,590)$(2,367)$(5,013)$(4,956)
Net loss per share
Basic$(0.26)$(0.40)$(0.84)$(0.84)
Diluted$(0.26)$(0.40)$(0.84)$(0.84)
Weighted-average number of common shares (basic)6,0095,9405,9835,918
Weighted-average number of common shares (diluted)6,0095,9405,9835,918

Consolidated Condensed Statements of Comprehensive Loss

(Unaudited)

(Amounts in thousands)

Three Months EndedMarch 31,Six Months EndedMarch 31,
2024202320242023
Net loss$(1,590)$(2,367)$(5,013)$(4,956)
Other comprehensive loss:
Foreign currency translation (loss) gain, net of tax(128)74125416
Retirement plan liability adjustment, net of tax437486152
Other——11
Comprehensive loss$(1,675)$(2,219)$(4,801)$(4,387)

Consolidated Condensed Balance Sheets

March 31,2024September 30,2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$747$368
Short-term investments1,730—
Receivables, net of allowance for credit losses of $131 and $242, respectively23,12520,196
Contract assets9,97610,091
Inventories, net13,8478,853
Refundable income taxes8484
Prepaid expenses and other current assets2,1121,882
Total current assets51,62141,474
Property, plant and equipment, net34,86136,287
Operating lease right-of-use assets, net13,91114,380
Intangible assets, net203278
Goodwill3,4933,493
Other assets9981
Total assets$104,188$95,993
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt$6,364$3,820
Promissory note - related party3,256—
Revolver17,51816,289
Short-term operating lease liabilities894869
Accounts payable17,68313,497
Accrued liabilities ($760 is related party)7,0676,477
Total current liabilities52,78240,952
Long-term debt, net of current maturities, net of unamortized debt issuance costs4,0752,457
Long-term operating lease liabilities, net of short-term13,56114,020
Deferred income taxes, net—142
Pension liability3,4573,417
Other long-term liabilities657670
Shareholders’ equity:
Serial preferred shares, no par value, authorized 1,000 shares; 0 shares issued and outstanding at March 31, 2024 and September 30, 2023——
Common shares, par value $1 per share, authorized 10,000 shares; issued and outstanding shares 6,190 at March 31, 2024 and 6,105 at September 30, 20236,1906,105
Additional paid-in capital11,66311,626
Retained earnings18,25223,264
Accumulated other comprehensive loss(6,449)(6,660)
Total shareholders’ equity29,65634,335
Total liabilities and shareholders’ equity$104,188$95,993

Consolidated Condensed Statements of Cash Flows

(Unaudited, Amounts in thousands)

Six Months EndedMarch 31,
20242023
Cash flows from operating activities:
Net loss$(5,013)$(4,956)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization3,0683,198
Amortization of debt issuance costs35220
Loss on disposal of operating assets33
Loss on insurance proceeds received for non-property claim—110
LIFO effect351(199)
Share transactions under company stock plan, net122136
Inventory valuation accounts666(1,657)
Interest added to promissory note - related party (paid-in-kind)106—
Other long-term liabilities106(256)
Deferred income taxes(142)(64)
Changes in operating assets and liabilities:
Receivables(2,840)(383)
Contract assets115(464)
Inventories(5,917)(29)
Prepaid expenses and other current assets362145
Other assets(715)317
Accounts payable3,9943,918
Other accrued liabilities(201)(390)
Accrued income and other taxes235178
Net cash used for operating activities(5,348)(373)
Cash flows from investing activities:
Proceeds from disposal of operating assets—16
Capital expenditures(1,314)(1,435)
Purchase of short-term investments(1,747)—
Net cash used for investing activities(3,061)(1,419)
Cash flows from financing activities:
Proceeds from long-term debt2,183—
Payments on long-term debt(501)(525)
Proceeds from revolving credit agreement44,31937,832
Repayments of revolving credit agreement(43,090)(35,991)
Payment of debt issuance costs(228)—
Proceeds from promissory note - related party3,000—
Short-term debt borrowings5,2682,356
Short-term debt repayments(2,168)(2,856)
Net cash provided by financing activities8,783816
Increase (decrease) in cash and cash equivalents374(976)
Cash and cash equivalents at the beginning of the period3671,175
Effect of exchange rate changes on cash and cash equivalents6117
Cash and cash equivalents at the end of the period$747$316
Supplemental disclosure of cash flow information of operations:
Cash paid for interest$(871)$(550)
Cash paid for income taxes, net$(19)$(16)
Non-cash investing activities:
Additions to property, plant & equipment - incurred but not yet paid$328$319
Non-cash financing activities:
Debt issuance cost due at maturity - related party$910$—
Interest added to promissory note - related party (paid-in-kind)$106$—

Consolidated Condensed Statements of Shareholders’ Equity

(Unaudited, Amounts in thousands)

Common · AdditionalPaid-InCapital · RetainedEarnings · AccumulatedOtherComprehensiveLoss · TotalShareholders’Equity
Shares · Amount
Balance - September 30, 20236,105$6,105$11,626$23,264$(6,660)$34,335
Comprehensive (loss) income———(5,012)211(4,801)
Performance and restricted share expense——171——171
Share transactions under equity-based plans8585(134)——(49)
Balance - March 31, 20246,190$6,190$11,663$18,252$(6,449)$29,656
Common · AdditionalPaid-InCapital · RetainedEarnings · AccumulatedOtherComprehensiveLoss · TotalShareholders’Equity
Shares · Amount
Balance - December 31, 20236,160$6,160$11,609$19,842$(6,364)$31,247
Comprehensive loss———(1,590)(85)(1,675)
Performance and restricted share expense——84——84
Share transactions under equity-based plans3030(30)———
Balance - March 31, 20246,190$6,190$11,663$18,252$(6,449)$29,656
Common · AdditionalPaid-InCapital · RetainedEarnings · AccumulatedOtherComprehensiveLoss · TotalShareholders’Equity
Shares · Amount
Balance - September 30, 20226,040$6,040$11,387$31,956$(8,693)$40,690
Comprehensive (loss) income———(4,956)569(4,387)
Performance and restricted share expense——207——207
Share transactions under equity-based plans6868(139)——(71)
Balance - March 31, 20236,108$6,108$11,455$27,000$(8,124)$36,439
Common · AdditionalPaid-InCapital · RetainedEarnings · AccumulatedOtherComprehensiveLoss · TotalShareholders’Equity
Shares · Amount
Balance - December 31, 20226,072$6,072$11,406$29,367$(8,272)$38,573
Comprehensive (loss) income———(2,367)148(2,219)
Performance and restricted share expense——85——85
Share transactions under equity-based plans3636(36)———
Balance - March 31, 20236,108$6,108$11,455$27,000$(8,124)$36,439

Notes to Unaudited Consolidated Condensed Financial Statements

  1. Summary of Significant Accounting Policies

A. Principles of Consolidation

The accompanying unaudited consolidated condensed financial statements include the accounts of SIFCO Industries, Inc. and its wholly-owned subsidiaries (collectively, the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation.

The United States ("U.S.") dollar is the functional currency for all of the Company’s operations in the U.S. and its non-operating subsidiaries. For these operations, all gains and losses from completed currency transactions are included in net loss. 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 for the period which approximate the rates in effect at the date of the transaction. Foreign currency translation adjustments are reported as a component of accumulated other comprehensive loss in the unaudited consolidated condensed financial statements.

These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s fiscal 2023 Annual Report on Form 10-K. The year-end consolidated condensed balance sheet contained in these financial statements was derived from the audited financial statements and disclosures required by accounting principles generally accepted in the U.S. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) and disclosures considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of the results to be expected for other interim periods or the full year.

B. Accounting Policies

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company's Annual Report on Form 10-K for the year ended September 30, 2023.

C. Short-term Investments

In general, short-term investments have a maturity of three months to one year at the date of purchase. Short-term investments classified as held-to-maturity are recorded at cost, which approximates fair value.

D. Accounts Receivable and Allowance for Credit Losses

Accounts receivable represent the Company’s unconditional rights to consideration, subject to the payment terms of the contract, for which only the passage of time is required before payment. Unbilled receivables are reflected under contract assets on the consolidated condensed balance sheets.

The Company establishes allowances for credit losses on accounts receivable, customer financing receivables, and certain other financial assets. The adequacy of these allowances are assessed quarterly through consideration of factors including, but not limited to, customer credit ratings, bankruptcy filings, published or estimated credit default rates, age of the receivable, expected loss rates and collateral exposures. The Company determines the creditworthiness of each customer based upon publicly available information and information obtained directly from its customers.

Allowance for credit losses:Three Months EndedMarch 31, 2024Six Months EndedMarch 31, 2024
Opening allowance for credit losses$(121)$(242)
Changes in estimate(21)100
Write-offs1111
Recoveries——
Total allowance for credit losses$(131)$(131)

E. Net Loss per Share

The Company’s net loss per basic share has been computed based on the weighted-average number of common shares outstanding. During a period of net loss, zero restricted and performance shares are included in the calculation of diluted earnings per share because the effect would be anti-dilutive. In a period of net income, the net income per diluted share reflects the effect of the Company's outstanding restricted shares and performance shares under the treasury stock method. The dilutive effect is as follows:

Three Months EndedMarch 31,Six Months EndedMarch 31,
2024202320242023
Net loss$(1,590)$(2,367)$(5,013)$(4,956)
Weighted-average common shares outstanding (basic and diluted)6,0095,9405,9835,918
Net loss per share – basic and diluted$(0.26)$(0.40)$(0.84)$(0.84)
Anti-dilutive weighted-average common shares excluded from calculation of diluted earnings per share258196253186

F. 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 its plans that are not yet fully implemented are probable of both being implemented and effective in alleviating that doubt. In the event substantial doubt is raised, disclosures in the notes to the consolidated condensed financial statements of management’s plans and management’s conclusion as to whether the substantial doubt exists or has been alleviated are required. The consolidated condensed 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. This step shall 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.

The Company has debt maturing in October 2024. As a result of this condition, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company continues to evaluate available financial alternatives, including obtaining acceptable alternative financing. The Company cannot provide assurances that it will be successful in restructuring the existing debt obligations, obtaining capital or entering into a strategic alternative transaction which provides sufficient funding for the refinancing of its outstanding indebtedness prior to the maturity date of its obligations under the Credit Agreement. See Note 7, Debt.

G. Recent Accounting Standards Adopted

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 qualify as a smaller reporting company ("SRC"), as defined by the Securities and Exchange Commission, to fiscal years after December 15, 2022, including interim periods within those fiscal years. Because SIFCO is considered a SRC, this ASU is effective for the

Company beginning October 1, 2023. The effect of adopting this ASU did not have an impact to the Company's results within the consolidated condensed statements of operations and financial condition.

H. Recent Accounting Standards Not Yet Adopted

In July 2023, the FASB issued ASU 2023-03, "Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)", to amend various SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The ASU does not provide any new guidance so there is no transition or effective date associated with it. The Company is currently assessing the impact of adopting ASU 2023-03 on the consolidated condensed financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker ("CODM") uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact of adopting ASU 2023-07 on the consolidated condensed financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on our consolidated condensed financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-01 “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”) clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 provides an illustrative example with multiple fact patterns and also amends certain language in the “Scope” and “Scope Exceptions” sections of Topic 718 to improve its clarity and operability without changing the guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. The amendments in ASU 2024-01 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024. The Company is currently assessing the impact of this standard on our consolidated condensed financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02 “Codification Improvements” (“ASU 2024-02”) amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities and is effective or fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of this standard on our consolidated condensed financial statements and related disclosures.

I. Employee Retention Credit

Under the Employee Retention Credit ("ERC") program, eligible businesses, both for-profit and not-for-profit, that experienced a full or partial government-ordered suspension of operations or a "significant" decline in gross receipts in any quarter (more than 50% decrease in 2020 from 2019, and more than 20% in 2021) could receive a quarterly refundable payroll tax credit. The Company, with reasonably assured qualification, submitted for refunds under the ERC program on January 23, 2024. These submissions are still pending review and approval from the Internal Revenue Service ("IRS").

As no authoritative guidance exists under U.S. GAAP for reporting ERCs, the Company adopted International Accounting Standards ("IAS") 20 –Accounting for Government Grants and Disclosure of Government Assistance, which permits the recording and presentation of either the gross amount as other income or netting the credit against related expense. The ERC will be recognized as a reduction in other manufacturing and selling, general and administrative expenses and allocated to the financial statement categories from which the payroll taxes were originally incurred. For the three and six months ended March 31, 2024 and 2023, there wasno income or expense recorded.

  1. Inventories

Inventories consist of:

March 31,2024September 30,2023
Raw materials and supplies$3,212$1,684
Work-in-process7,3604,061
Finished goods3,2753,108
Total inventories, net$13,847$8,853

For a portion of the Company's inventory, cost is determined using the last-in, first-out ("LIFO") method. Approximately 34% and 19% of the Company’s inventories at March 31, 2024 and September 30, 2023, respectively, use the LIFO method. An actual valuation of inventory under the LIFO method is made at the end of each fiscal year based on the inventory levels and costs existing at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs. Because the actual results may vary from these estimates, the annual results may differ from interim results as they are subject to adjustments based on the differences between the estimates and the actual results. The first-in, first-out ("FIFO") method is used for the remainder of the inventories, which are stated at the lower of cost or net realizable value ("NRV"). If the FIFO method had been used for the inventories for which cost is determined using the LIFO method, inventories would have been $9,985 and $9,634 higher than reported at March 31, 2024 and September 30, 2023, respectively. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. The Company estimates net realizable value, excess and obsolescence and shrink reserves for its inventory based upon historical experience, historical and projected sales trends and the age of inventory on hand. As of March 31, 2024 and September 30, 2023, our inventory valuation allowances were $3,883 and $4,049, respectively.

  1. Long-lived Assets

The Company reviews the carrying value of its long-lived assets ("asset groups"), when events and circumstances indicate a triggering event has occurred. A triggering event is a change in circumstances that indicates the carrying value of the asset group may not be recoverable. 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.

The Company continuously monitors for indicators of impairment to determine if further testing is necessary. In the second quarter of fiscal 2024, the Company evaluated potential triggering events and did not identify any indicators that the asset groups might be impaired.

  1. Goodwill

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. In the second quarter of fiscal 2024, the Company evaluated potential triggering events and determined interim testing was not required.

  1. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:

March 31,2024September 30,2023
Foreign currency translation loss, net of tax$(5,802)$(5,927)
Retirement plan liability adjustment, net of tax(656)(742)
Interest rate swap agreement, net of tax99
Total accumulated other comprehensive loss$(6,449)$(6,660)
  1. Leases

The components of lease expense were as follows:

Three Months EndedMarch 31,Six Months EndedMarch 31,
2024202320242023
Finance lease expense:
Amortization of right-of use assets on finance leases$18$18$36$29
Interest on lease liabilities1234
Operating lease expense427416854839
Variable lease cost20253950
Total lease expense$466$461$932$922

The following table presents the impact of leasing on the consolidated condensed balance sheet.

Classification in the consolidated condensed balance sheetsMarch 31,2024September 30,2023
Assets:
Finance lease assetsProperty, plant and equipment, net$108$147
Operating lease assetsOperating lease right-of-use assets, net13,91114,380
Total lease assets$14,019$14,527
Current liabilities:
Finance lease liabilitiesCurrent maturities of long-term debt$51$61
Operating lease liabilitiesShort-term operating lease liabilities894869
Non-current liabilities:
Finance lease liabilitiesLong-term debt, net of current maturities6281
Operating lease liabilitiesLong-term operating lease liabilities, net of short-term13,56114,020
Total lease liabilities$14,568$15,031

Supplemental cash flow and other information related to leases were as follows:

March 31,2024March 31,2023
Other Information
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases$858$844
Operating cash flows from finance leases34
Financing cash flows from finance leases3230
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases—60
March 31,2024September 30,2023
Weighted-average remaining lease term (years):
Finance leases2.62.9
Operating leases12.112.5
Weighted-average discount rate:
Finance leases5.0%5.1%
Operating leases5.9%5.9%

Future minimum lease payments under non-cancellable leases at March 31, 2024 were as follows:

Finance Leases · Operating Leases
Year ending September 30,
2024 (excluding the six months ended March 31, 2024)$33$842
2025371,697
2026301,694
2027211,703
2028—1,557
Thereafter—12,740
Total lease payments$121$20,233
Less: Imputed interest(8)(5,778)
Present value of lease liabilities$113$14,455
  1. Debt

Debt consists of:

March 31,2024September 30,2023
Revolving credit agreement$17,518$16,289
Foreign subsidiary borrowings, net of unamortized debt issuance cost10,6565,771
Promissory note - related party3,256—
Finance lease obligations113142
Less: unamortized debt issuance cost - ($617 is related party)(638)—
Other, net of unamortized debt issuance costs $(5) and $(9), respectively308364
Total debt31,21322,566
Less – current maturities(27,138)(20,109)
Total long-term debt$4,075$2,457

Credit Agreement and Security Agreement

On November 8, 2023, the Company entered into the Eighth Amendment to the Credit Agreement (the "Eighth Amendment") with JPMorgan Chase Bank, N.A. ("Lender"). The Eighth Amendment, among other things, reduced the Reserves under the Borrowing Base in the Credit Agreement to $1,500, or such lesser amount, if any, as may be agreed upon in writing by the Lender in its sole discretion.

The Company entered into the Ninth Amendment (the "Ninth Amendment") to the Credit Agreement and the Fourth Amendment (the "Fourth Amendment") to the Export Credit Agreement with its lender on December 21, 2023. The Ninth Amendment amends the Credit Agreement to, among other things, to: (i) reflect the incurrence by borrowers of the Subordinated Loan and the execution and delivery by borrowers, the Lender and Mark J. Silk (Mr. Silk is a member of the Board of Directors of the Company and considered a related party) of the Subordinated Loan Documents, and the receipt by borrowers of $3,000 in immediately available funds on the Ninth Amendment Effective Date; (ii) delay the maturity date from December 31, 2023 to October 4, 2024, or any earlier date on which the Revolving Commitment is reduced to zero or otherwise terminated pursuant to the terms of the Credit Agreement; (iii) reduce the Revolving Commitment to $19,000 from $23,000;

(iv) modify the definition of Borrowing Base to mean, at any time, the sum of (a)85% of Eligible Accounts at such time, plus (b) the lesser of (1)70% of Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time and (2) the product of 85% multiplied by the NOLV Percentage identified in the most recent inventory appraisal ordered by the Lender multiplied by Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time, minus (c) Reserves of $1,500, increasing on the first day of each month by $250, commencing on May 1, 2024 and continuing until (and including) August 1, 2024, or such lesser amount, if any, as may be agreed upon in writing by the Lender in its sole discretion (which may be by email from the Lender), plus (d) the PP&E Component; (v) modify the Applicable Margin schedule to reflect the following applicable rates:2.75% (CBFR REVSOFR30),0.25% (CBFR Spread (CB Floating Rate)),2.75% (SOFR Spread), and 0.50% (Commitment Fee Rate); and (vi) amend and restate subsection (l) of the Reporting Schedule to require, by the 17th day of every month, the delivery of a rolling 13 week cash flow forecast in form acceptable to Lender, which must include a projected to actual results comparison for the week then ended and on a cumulative basis from the beginning of the cash flow forecast. The Fourth Amendment of the Export Credit Agreement, to, among other things, to: (i) reflect the incurrence by borrowers of the Subordinated Loan and the execution and delivery by borrowers, the Lender and Silk of the Subordinated Loan Documents, and the receipt by borrowers of $3,000 in immediately available funds on the Ninth Amendment Effective Date; and (ii) delay the maturity date to October 4, 2024, or any earlier date on which the Revolving Commitment is reduced to zero or otherwise terminated pursuant to the terms thereof.

The total collateral at March 31, 2024 and September 30, 2023 was $23,223 and $21,089, respectively, and the revolving commitment was $26,000 and $30,000, respectively. Total availability at March 31, 2024 and September 30, 2023 was $3,711 and $2,830, respectively, which exceeds both the collateral and total commitment threshold. The Credit Agreement contains affirmative and negative covenants and events of default. Since the availability exceeded the $1,500 reserve minimum as of March 31, 2024 and September 30, 2023, no covenant calculations were required. The Company has a letter of credit balance of $1,970 as of March 31, 2024 and September 30, 2023, respectively.

The revolving credit agreement (or "revolver"), as amended, has a rate based on SOFR plus a 2.75% spread, which was 8.2% at March 31, 2024 and a rate based on SOFR plus a 2.25% spread, which was 7.7% at September 30, 2023. The Export Credit Agreement as amended has a rate based on SOFR plus a 2.25% spread, which was 7.7% at March 31, 2024 and a rate based on SOFR plus a 1.75% spread, which was 7.2% at September 30, 2023. The Company also has a commitment fee of 0.50% under the Credit Agreement as amended to be incurred on the unused balance of the revolver.

Debt issuance costs - revolver

The Company incurred new debt issuance costs of $117 in the first quarter of fiscal 2024 as it pertains to the new amendments entered into, which are included in the consolidated condensed balance sheet as a deferred charge in other current assets, net of amortization of $44 at March 31, 2024. The Company previously had debt issuance costs of $86, which were included in the consolidated condensed balance sheets as a deferred charge in other current assets, net of amortization of $86 and $78 at March 31, 2024 and September 30, 2023, respectively.

Subordinated Promissory Note and Guarantee

The Company, in connection with the Ninth Amendment and the Fourth Amendment, incurred a secured subordinated loan from Garnet Holdings, Inc., a California corporation owned and controlled by Mark J. Silk ("GHI") (Mr. Silk is a member of the Board of Directors of the Company and considered a related party), in the original principal amount of $3,000 (the "Subordinated Loan") on the terms and subject to the conditions of a Subordinated Secured Promissory Note (the "Subordinated Promissory Note"). The obligations of borrowers under the Subordinated Loan mature on October 4, 2024. Interest accrues on the then-outstanding principal amount at a rate of 14% per annum and shall be paid in kind (and not in cash) by capitalization as additional principal ("PIK Interest") each six-month period after the date hereof in arrears. The Company agreed to pay to Mr. Silk a fully earned and non-refundable fee in an amount equal to $150, which fee shall be due and payable in full on, and subject to the occurrence of the Maturity Date or such earlier date on which the Company’s obligations under the Subordinated Promissory Note are accelerated pursuant to the terms thereof. Borrower’s obligations under the Subordinated Promissory Note are secured by a first priority lien, subject to any liens granted to Lender as described in the Subordination Agreement, on all of borrowers’ accounts, deposit accounts, contract rights, documents, equipment, general intangibles, instruments, inventory, investment property, commercial tort claims, all other goods and personal property whether tangible or intangible and wherever located, and all proceeds of the foregoing. The Subordinated Promissory note carrying value was $3,256 and $0 at March 31, 2024 and September 30, 2023, respectively. The Subordinated Promissory Note interest rate was 14% and 0% at March 31, 2024 and September 2023, respectively.

The Ninth Amendment was also subject to including, but not limited to, the execution and delivery by Mark. J. Silk, a member of the Board of Directors of the Company ("Silk"), of a Guaranty Agreement (the "Guaranty") in favor of Lender pursuant to which Silk guarantees the obligations of borrowers under the Credit Agreement and Export Credit Agreement. The Fee Letter requires the borrowers to pay Silk a fee (the "Guaranty Fee") in consideration for his agreement to execute and deliver the Guaranty in an amount equal to $760, which was included in the consolidated condensed balance sheets as a deferred charge in accrued liabilities. The Guaranty Fee becomes due and payable on the maturity date.

Foreign subsidiary borrowings in USD

Foreign debt consists of:

March 31,2024September 30,2023
Term loan, net of unamortized debt issuance cost $(89) and $0, respectively$4,999$3,293
Short-term borrowings3,3501,862
Factor2,307616
Total debt$10,656$5,771
Less – current maturities(6,638)(3,386)
Total long-term debt$4,018$2,385
Receivables pledged as collateral$1,914$1,247

Interest rates on foreign borrowings are based on Euribor rates, which range from 0.5% to 8.0%.

The Company's Maniago, Italy ("Maniago") location obtained borrowings fromtwo separate lending sources in the first quarter of fiscal 2024. The first was a bond for $2,208 with repayment terms ofseven years. Under the terms of the borrowing, repayments are made semi-annually in the amount of $200, beginning on June 29, 2024. The proceeds from this loan are shown within cash and cash equivalents and short-term investments on the consolidated condensed balance sheets and will be used for capital investment. A second loan with a term of 1 year, 6 months was obtained in the amount of $1,104. The proceeds from this loan will be for working capital purposes.

The Company factors receivables fromone of its customers. The Company accounts for the pledge of receivables under this agreement as short-term debt and continues to carry the receivables on its consolidated condensed balance sheets.

  1. Income Taxes

For each interim reporting period, the Company makes an estimate of the effective tax rate it expects to be applicable for the full fiscal year for its operations. This estimated effective rate is used in providing for income taxes on a year-to-date basis. The Company’s effective tax rate through the first six months of fiscal 2024 was (2.0)%, compared with (1.9)% for the same period of fiscal 2023. The decrease in the effective rate was primarily attributable to changes in jurisdictional mix of income in fiscal 2024 compared with the same period of fiscal 2023. 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.

The Company is subject to income taxes in the U.S. federal jurisdiction, Ireland, Italy, and various state and local jurisdictions. As of the second quarter of fiscal 2024, the Company maintains a full valuation allowance on the net deferred tax assets in the U.S., Ireland and Italy.

  1. Retirement Benefit Plans

The Company and certain of its subsidiaries sponsor defined benefit pension plans covering some of its employees. The components of the net periodic benefit cost of the Company’s defined benefit plans are as follows:

Three Months EndedMarch 31,Six Months EndedMarch 31,
2024202320242023
Service cost$45$6$90$12
Interest cost271274542549
Expected return on plan assets(260)(277)(521)(554)
Amortization of net loss437786153
Net periodic pension cost$99$80$197$160

During the six months ended March 31, 2024 and 2023, the Company made $18 and $13 in cash contributions, and $86 and $0 in non-cash contributions utilizing carryover balance, respectively, to its defined benefit pension plans. The Company anticipates making $57 in cash contributions to fund its defined benefit pension plans for the balance of fiscal 2024, and will use carryover balances from previous periods that have been available for use as a credit to reduce the amount of cash contributions that the Company is required to make to certain defined benefit plans in fiscal 2024. The Company's ability to elect to use such carryover balance will be determined based on the actual funded status of each defined benefit pension plan relative to the plan's minimum regulatory funding requirements. The Company does not anticipate making cash contributions above the minimum funding requirement to fund its defined benefit pension plans during the balance of fiscal 2024.

  1. Stock-Based Compensation

The Company has outstanding equity awards under the Company's 2007 Long-Term Incentive Plan (the "2007 Plan") and the Company's 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016) (as further amended, the "2016 Plan"), and awards performance and restricted shares under the 2016 Plan.

In the first six months of fiscal 2024, the Company granted 120 shares under the 2016 Plan to certain key employees. The awards were split intotwo tranches, comprised of 46 performance-based shares and 74 time-based restricted shares, with a grant date fair value of $3.60 per share. The awards vest over three years. There were 19 shares forfeited during the six month period ended March 31, 2024.

In the first six months of fiscal 2024, the Company granted its non-employee directors 39 restricted shares under the 2016 Plan, with a grant date fair value of $3.08 per share, which vest overone year. One award for 38 restricted shares vested in January 2024.

If all outstanding share awards are ultimately earned and vest at the target number of shares, there are approximately 280 shares that remain available for award at March 31, 2024. If any of the outstanding share awards are ultimately earned and vest at greater than the target number of shares, up to a maximum of 150% of such target, then a fewer number of shares would be available for award.

Stock-based compensation under the 2016 Plan was $171 and $207 during the first six months of fiscal 2024 and 2023, respectively. As of March 31, 2024, there was $573 of total unrecognized compensation cost related to the performance shares and restricted shares awarded under the 2016 Plan. The Company expects to recognize this cost over the next 1.7 years.

  1. Revenue

The Company produces forged components for (i) turbine engines that power commercial, business and regional aircraft as well as military aircraft and other military applications; (ii) airframe applications for a variety of aircraft; (iii) industrial gas and steam turbine engines for power generation units; and (iv) commercial space, semiconductor and other commercial applications.

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. Under the revenue standard, the Company 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.

The following table represents a breakout of total revenue by customer type:

Three Months EndedMarch 31,Six Months EndedMarch 31,
2024202320242023
Commercial revenue$17,376$11,361$30,616$21,542
Military revenue9,1677,88116,97918,999
Total$26,543$19,242$47,595$40,541

The following table represents revenue by end market:

Three Months EndedMarch 31,Six Months EndedMarch 31,
Net Sales2024202320242023
Aerospace components for:
Fixed wing aircraft$10,080$8,855$20,019$19,581
Rotorcraft4,1973,5137,3477,894
Energy components for power generation units6,4705,10112,6619,724
Commercial product and other revenue5,7961,7737,5683,342
Total$26,543$19,242$47,595$40,541

The following table represents revenue by geographic region based on the Company's selling operation locations:

Three Months EndedMarch 31,Six Months EndedMarch 31,
Net Sales2024202320242023
North America$20,514$14,353$35,988$31,647
Europe6,0294,88911,6078,894
Total$26,543$19,242$47,595$40,541

In addition to the disaggregated revenue information provided above, approximately 40% and 49% of total net sales for the six months ended March 31, 2024 and 2023, respectively, was recognized on an over-time basis because of the continuous transfer of control to the customer, with the remainder recognized at a point in time.

Contract Balances

The following table contains a roll forward of contract assets and contract liabilities for the period beginning October 1, 2023 and ended March 31, 2024 compared to period beginning October 1, 2022 and ended March 31, 2023:

March 31,2024March 31,2023
Contract assets - Beginning balance$10,091$10,172
Additional revenue recognized over-time19,25020,230
Less amounts billed to the customers(19,365)(19,766)
Contract assets - Ending balance$9,976$10,636
March 31,2024March 31,2023
Contract liabilities (included within Accrued liabilities) - Beginning balance$(1,150)$(807)
Payments received in advance of performance obligations(1,830)(1,428)
Performance obligations satisfied1,5811,019
Contract liabilities (included within Accrued liabilities) - Ending balance$(1,399)$(1,216)

Accounts receivable were $16,515 and $17,395 at September 30, 2022 and March 31, 2023, respectively. There wereno impairment losses recorded on contract assets as of March 31, 2024 and September 30, 2023.

Remaining performance obligations

As of March 31, 2024, the Company has $137,771 of remaining performance obligations, the majority of which are anticipated to be completed within the next twelve months.

  1. Commitments and Contingencies

On December 30, 2022, the Company became aware of a cyber security issue involving unauthorized access to the Company's system (the "Cyber Incident"). The Company immediately began an investigation and engaged cyber security experts to assist with the assessment of the incident and to help determine what data was impacted. The Company's investigation uncovered that the threat actor had gained access to certain areas of the Company's systems on or about December 27, 2022. With the assistance of outside cyber security experts, the Company located and closed the unauthorized access to our systems, identified compromised information, and notified those impacted in accordance with state and federal requirements.

The Company maintains $3,000 of cybersecurity insurance coverage to limit our exposure to losses such as those related to the Cyber Incident. The Company recorded expense of $23 to selling, general, and administrative expenses in the six months ended March 31, 2024. The Company recorded expense of $977 to selling, general, and administrative expenses and recorded costs of $110 to other expense (income), net related to loss on insurance recovery in the six months ended March 31, 2023. At March 31, 2024 and September 30, 2023, the Company recorded $827 and $965, respectively, related to the Cyber Incident in accounts payable on the consolidated condensed balance sheets.

The Company has incurred, and may continue to incur, certain expenses related to this attack. The Company will accrue these costs as incurred.

  1. Related Party Transactions

On December 21, 2023, the Company entered into the Ninth Amendment and Fourth Amendment with its lender incurring a secured subordinated loan from GHI, in the original principal amount of $3,000. GHI is controlled by Mr. Silk, a member of the Board of Directors of the Company and considered a related party. The Company has recorded interest expense of $106 for the three and six month periods ending March 31, 2024, which was included in the consolidated condensed balance sheets in the Promissory note - related party line. Additionally, Mr. Silk provided a Guaranty in favor of the Lender pursuant to which Mr. Silk guarantees the obligations of borrowers under the Credit Agreement and Export Credit Agreement. As part of the Guaranty and Promissory Note, the Company will pay GHI fees of $760 and $150, respectively, and has paid $30 of legal costs. The Company has a total of $638 deferred financing costs related to the Guaranty and Subordinated Promissory Note, which was included in the consolidated condensed balance sheets in current maturities of long-term, net of $302 amortization. See Note 7, Debt for further information.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.