<PAGE> 1
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2000 Commission File Number 1-5978
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SIFCO Industries, Inc., and Subsidiaries
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(Exact name of registrant as specified in its charter)
Ohio 34-0553950
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
970 East 64th Street, Cleveland, Ohio 44103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 881-8600
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None
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Former name, former address and former fiscal year, if changed since
last report.
_______________________________________________________________________________
________________________________________________________________________________
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. Yes [X] No [ ]
Class Outstanding at April 30, 2000
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Common Stock, $1 Par Value 5,151,289
<PAGE> 2
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
Financial Statements:
Consolidated Condensed Balance Sheets -
As of March 31, 2000 and September 30, 1999 2
Consolidated Condensed Statements of Income -
Three Months and Six Months Ended
March 31, 2000 and 1999 3
Consolidated Condensed Statements of Cash Flows -
Six Months Ended
March 31, 2000 and 1999 4
Notes to Consolidated Condensed
Financial Statements 5,6,7,8
Management's Discussion and Analysis of the
Consolidated Condensed Statements of Income 9,10
Other Information and Signatures 11,12
<PAGE> 3
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
($000 Omitted)
<TABLE>
<CAPTION>
March 31, Sept. 30,
2000 1999
---- ----
ASSETS
<S> <C> <C>
Current Assets
Cash & Cash Equivalents $ 1,803 $ 1,487
Accounts Receivable, Net 18,904 22,192
Inventories
Raw Materials & Supplies 4,903 6,780
Work-in-Process & Finished Goods 18,563 17,155
-------- --------
23,466 23,935
Refundable Income Taxes 255 354
Prepaid Expenses and Other Current Assets 1,794 1, 365
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TOTAL CURRENT ASSETS 46,222 49,333
Property, Plant & Equipment, Net 30,031 31,392
Goodwill, Net of Amortization 3,574 3,632
Funds Held by Trustee for Capital Project 623 677
Other Non-Current Assets 1,220 1,427
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TOTAL ASSETS $ 81,670 $ 86,461
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current Portion of Long-Term Debt 1,415 1,415
Accounts Payable 9,840 11,094
Accrued Expenses 6,103 6,566
-------- --------
Total Current Liabilities 17,358 19,075
Long-Term Debt - Less Current Portion 12,485 12,985
Deferred Federal Income Taxes and Other 3,824 4,355
Shareholders' Equity
Serial Preferred Shares - No Par Value -- --
Common Shares, Par Value $1 Per Share 5,174 5,193
Paid-in-Surplus 6,243 6,352
Accumulated Other Comprehensive Income (Loss) (5,822) (2,749)
Retained Earnings 42,408 41,250
-------- --------
TOTAL SHAREHOLDERS' EQUITY 48,003 50,046
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 81,670 $ 86,461
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
(2)
<PAGE> 4
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
($000 Omitted)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
--------------------------- -----------------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales of SIFCO
Industries, Inc. $28,182 $ 30,281 $ 53,527 $ 59,806
Cost & Expenses
Cost of Goods Sold 23,493 25,343 44,940 50,423
Selling, General &
Administrative Expense 3,466 3,492 6,564 6,930
Interest Income (56) (50) (87) (105)
Interest Expense 236 293 501 643
Other (Income) Expense, Net 47 (84) 88 (329)
-------- -------- -------- --------
Total Costs & Expenses 27,186 28,994 52,006 57,562
Income Before Income Taxes 996 1,287 1,521 2,244
Provision for Federal, Foreign
& State Income Taxes 62 189 103 267
-------- -------- -------- --------
Net Income $ 934 $ 1,098 $ 1,418 $ 1,977
======== ======== ======== ========
Net Income Per Share (Basic) $ .18 $ .21 $ .27 $ .38
Net Income Per Share (Diluted) $ .18 $ .21 $ .27 $ .38
Average Shares Outstanding (Basic) 5,191 5,175 5,193 5,173
Average Shares Outstanding (Diluted) 5,227 5,220 5,234 5,233
Cash Dividends per Common Share $ .05 $ .05 $ .05 $ .05
</TABLE>
See accompanying notes to consolidated condensed financial statements.
(3)
<PAGE> 5
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($000 Omitted)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
--------------------------------
2000 1999
------- -------
Net cash provided by (used for) operating activities:
<S> <C> <C>
Net income $ 1,418 $ 1,977
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization 2,306 2,241
Deferred income taxes and other (531) 17
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Subtotal 3,193 4,235
Net cash provided by (used for) changes
in operating assets and liabilities:
Receivables 3,288 944
Inventories 469 2,169
Accrued or refundable income taxes 99 (40)
Prepaid expenses and other current assets (429) (568)
Accounts payable (1,254) (3,229)
Accrued expenses (463) (31)
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Net cash provided by (used for) changes
in operating assets and liabilities 1,710 (755)
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Net cash provided by (used for) operating activities 4,903 3,480
Net cash provided by (used for) investing activities:
Purchase of property, plant & equipment (2,391) (2,236)
(Increase) decrease in funds held by trustee for capital project 54 262
Other (1,306) (784)
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Net cash provided by (used for) investing activities (3,643) (2,758)
Net cash provided by (used for) financing activities:
Proceeds from additional borrowings 100 1,600
Repayment of borrowings (600) (1,600)
Cash dividends declared (260) (258)
Repurchase of Common Stock (184) --
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Net cash provided by (used for) financing activities (944) (258)
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Increase in cash and cash equivalents 316 464
Cash and cash equivalents, beginning of year 1,487 3,503
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Cash and cash equivalents, end of period $ 1,803 $ 3,967
======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
(4)
<PAGE> 6
SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTES
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(1) Summary of Significant Accounting Policies:
-------------------------------------------
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated.
(2) Debt:
Long-term debt as of March 31, 2000 and September 30, 1999 consisted of:
<TABLE>
<CAPTION>
March 31, Sept. 30,
2000 1999
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($000 Omitted)
<S> <C> <C>
Variable Rate Industrial Development
Revenue Improvement
and Refunding Bonds $ 3,900 $ 3,900
Note payable to bank 9,900 10,500
Note payable under revolving credit
agreement, at the base rate 100 --
------- -------
$13,900 $14,400
Less - current maturities 1,415 1,415
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$12,485 $12,985
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</TABLE>
(5)
<PAGE> 7
((2) - continued)
The Company has an available revolving credit agreement in the amount of $6.0
million as of March 31, 2000. The revolving credit agreement bears interest at
the bank's base rate. The average balance outstanding against the revolving
credit agreement was $0.14 million and $2.7 million during the six-month periods
of fiscal 2000 and 1999, respectively. The balances outstanding under the
revolving credit agreement have been classified as long term debt. A commitment
fee of 1/4% is incurred on the remaining unused balance.
The Company has a 10-year, $12.0 million term note payable. The term note
payable requires quarterly payments of $0.3 million and bears interest at a
fixed rate of 7.24%, subject to adjustment if certain loan covenants are not
maintained.
The Company has outstanding $4.1 million of 15-year, Industrial Development
bonds. The proceeds of the bond were used to refund an existing Industrial
Development bond of $1.6 million, and the balance of the funds are being used to
expand the Turbine Component Services and Repair facility in Tampa, Florida. The
interest rate is reset weekly, based on prevailing tax-exempt money market
rates. Principal payments are due annually and increase each year until the
final payment of $355,000 is due in 2013. The initial principal payment in the
amount of $200,000 was paid in 1999. Subsequent payments increase by $15,000 and
$5,000 in the second and third year, respectively, and by $10,000 in the
following seven years. The bonds are secured by the property and equipment of
the Tampa, Florida facility, and are backed by an irrevocable letter of credit.
Among other covenants, the Company is required to maintain a minimum tangible
net worth (as defined) of $30.0 million, increasing by 50% of net income
subsequent to September 30, 1997. Tangible net worth exceeded the required
minimum by $12.6 million at March 31, 2000.
(3) Income Taxes:
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The provision for taxes on income, which is based on the anticipated effective
rate for the year, does not bear the customary relationship to pre-tax income
due primarily to foreign source income. Income tax expense differs from amounts
currently payable due to certain items reported for financial statement purposes
in periods which differ from those in which they are reported for tax purposes,
principally accelerated depreciation.
(4) Deferred Federal Income Taxes:
------------------------------
The Company has deferred to future periods the income taxes relating to timing
differences between financial statement pre-tax income and taxable income.
(6)
<PAGE> 8
(5) Depreciation:
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For financial reporting purposes, the Company provides for depreciation of plant
and equipment, principally by the straight-line method, at annual rates
sufficient to amortize the cost over its estimated useful life. For tax
purposes, the Company uses various accelerated methods and, accordingly,
provides for the related deferred taxes. The principal rates of depreciation for
financial reporting purposes are: buildings 2% to 5%, and machinery and
equipment 5% to 33-1/3%.
(6) Inventories:
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The Company follows the LIFO method of accounting for certain of its
inventories. Since the LIFO inventory determination for fiscal 2000 will be
based upon year-end inventory levels and costs, the Company will provide for
anticipated "LIFO Adjustment," if any, based on its estimated year-end inventory
levels and costs. Under the Average Cost Method, inventories would have been
$3,428,000 and $3,789,000 higher than reported at March 31, 2000 and September
30, 1999, respectively.
The Company identified an oversight in the calculation of its March 31, 2000
inventory valuation that resulted in a net overstatement of inventory of
approximately $333,000. This resulted in an understatement of Cost of Goods Sold
and a corresponding overstatement of Income Before Income Taxes of approximately
$333,000 during the three-month period ended March 31, 2000. This inventory
valuation issue reversed itself, as the inventory was sold, during the
three-month period ended June 30, 2000. Consequently, during the three-month
period ended June 30, 2000 Cost of Goods Sold was overstated with a
corresponding understatement of Income Before Income Taxes of approximately
$333,000. The Company has reflected the impact of these adjustments in its
quarterly tax provisions.
(7) Other Income:
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Other income is comprised primarily of grant income from Irish government
agencies, foreign exchange gains and losses, and royalty and fee income.
(8) Comprehensive Income
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Effective October 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." This statement requires the disclosure of comprehensive
income, which includes net income and other comprehensive income items
previously included within separate components of shareholders' equity. For the
Company, this consists of foreign currency translation adjustments. Since the
undistributed earnings of the Company's foreign subsidiaries are intended to be
permanently reinvested, taxes have not been provided for foreign currency
translation adjustments.
Comprehensive income for the three and six months ended March 31, 2000 and 1999
are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
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March 31, March 31,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $ 934 $ 1,098 $ 1,418 $ 1,977
Other comprehensive income (loss):
Foreign currency translation adjustments (1,357) (2,407) (3,073) (2,676)
------- ------- ------- -------
Comprehensive income (loss) $ (423) $(1,309) $(1,655) $ (699)
======= ======= ======= =======
</TABLE>
(7)
<PAGE> 9
(9) Business Segment Information
----------------------------
The following table summarizes certain information regarding segments of
the Company's operations for the three and six months ended March 31, 2000 and
1999:
<TABLE>
<CAPTION>
($000 omitted)
--------------------------------------------------------------
Three Months Ended Six Months Ended
March 31 March 31
-------------------------- --------------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales, including intersegment sales:
Turbine Component Services & Repair $ 19,343 $ 21,475 $ 37,086 $ 42,190
Aerospace Component Manufacturing 8,839 8,805 16,441 17,615
Intersegment sales -- 1 -- 1
-------- -------- -------- --------
$ 28,182 $ 30,281 $ 53,527 $ 59,806
======== ======== ======== ========
Income from operations before corporate
expenses and interest expense:
Turbine Component Services & Repair $ 1,638 $ 1,608 $ 2,723 $ 3,218
Aerospace Component Manufacturing 156 418 309 707
-------- -------- -------- --------
1,794 2,026 3,032 3,925
Corporate expenses (618) (496) (1,097) (1,143)
Interest (expense) income, net (180) (243) (414) (538)
-------- -------- -------- --------
Income before income taxes $ 996 $ 1,287 $ 1,521 $ 2,244
======== ======== ======== ========
</TABLE>
(10) Basis of Presentation and Management Estimates:
-----------------------------------------------
The Company prepares its financial statements in accordance with generally
accepted accounting principles, which requires management to make estimates and
assumptions that affect amounts reported in the financial statements for the
reporting period. Actual results could differ from those based upon such
estimates and assumptions. These estimates and assumptions are revised as
necessary.
In the opinion of the Company, the financial information in this Form 10-Q
includes all adjustments, including those of a normal recurring nature,
necessary to fairly state the results for the periods.
(8)
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE CONSOLIDATED CONDENSED STATEMENTS OF INCOME
The following is management's discussion and analysis of the financial
condition, changes in financial condition, and the results of operations during
the periods included in the accompanying Consolidated Condensed Statements of
Income.
A summary of the period-to-period changes in the principal items included in the
Consolidated Condensed Statements of Income is shown below:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
2000 and 1999 2000 and 1999
------------- -------------
<S> <C> <C> <C> <C>
Net Sales of SIFCO
Industries, Inc. $(2,099) (7)% $(6,279) (10)%
Cost of Goods Sold (1,850) (7)% (5,483) (11)%
Selling, General &
Administrative Expense (26) (1)% (366) (5)%
Interest Income 6 12% (18) (17)%
Interest Expense (57) (19)% (142) (22)%
Other Income, Net (131) N/A (417) N/A
Income Before Income Taxes (291) (23)% (723) (32)%
Provision for Federal,
Foreign & State Income Taxes (127) (67)% (164) (61)%
Net Income (164) (15)% (559) (28)%
</TABLE>
(9)
<PAGE> 11
MANAGEMENT'S DISCUSSION & FINANCIAL ANALYSIS (continued)
For the second quarter of fiscal 2000, compared with the second quarter of
fiscal 1999:
- Net sales decreased 6.9% to $28.2 million from $30.3 million
- Pre-tax income decreased 22.6% to $1.0 million from $1.29 million
- Net income decreased 14.9% to $0.93 million from $1.09 million
- Earnings per diluted share decreased to $0.18 from $0.21
Through the first half of fiscal 2000, compared with the first half of fiscal
1999:
- Net sales decreased 10.5% to $53.5 million from $59.8 million
- Pre-tax income decreased 32.2% to $1.5 million from $2.2 million
- Net income decreased 28.3% to $1.4 million from $2.0 million
- Earnings per diluted share decreased to $0.27 from $0.38
New orders for the second quarter increased to $28.0 million compared to last
year's $27.4 million, and for the six months new orders decreased to $53.4
million from $56.0 million. Backlog at March 31, 2000 was $38.4 million compared
to $37.3 million a year ago.
TURBINE COMPONENT SERVICES AND REPAIR GROUP
Turbine Component Services and Repair (TCSR) sales declined 9.9% for the second
quarter to $19.3 million from $21.5 million a year ago. Sales for the first half
of fiscal 2000 decreased 12.1% to $37.1 million from $42.2 million a year ago.
Operating profit for the second quarter increased 1.9% to $1.64 million from
$1.61 million a year ago. Operating profit for the first half of fiscal 2000
decreased 15.4% to $2.7 million from $3.2 million in fiscal 1999. The Company
realized productivity improvements during the second quarter 2000 from first
quarter 2000, reflecting improvements at its newest facility which is dedicated
to the repair of turbine blades.
AEROSPACE COMPONENT MANUFACTURING GROUP
Aerospace Component Manufacturing (ACM) sales for the second quarter increased
0.4% to $8.84 million from $8.81 million a year ago. Sales for the first half of
fiscal 2000 decreased 6.7% to $16.4 million from $17.6 million a year ago.
Operating profit for the second quarter decreased 62.7% to $0.16 million from
$0.42 million a year ago, because of product mix. Operating profit for the first
half of fiscal 2000 decreased 56.3% to $0.31 million from $0.71 million last
year. The Company's ongoing efforts to satisfy the requirements for components
used in smaller commercial aircraft are expected to increase sales in the
future. The growth in the build rates for business and regional jet aircraft
continues to rise and are expected to produce positive results for the Company.
(10)
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
Working capital was $28.7 million at March 31, 2000, compared to $30.3
million at September 30, 1999. The current ratio as of those dates was 2.7 and
2.6, respectively. Total debt as a percentage of tangible shareholders' equity
was 27.7% at March 31, 2000 compared to 29.6% at September 30, 1999.
The Company announced in February 2000 that its board of directors had
authorized a repurchase of up to 100,000 shares, or approximately 2% of the
common shares outstanding. The shares, when purchased, will be used for
corporate purposes. These purchases can be made in the open market or in
negotiated transactions, depending on market conditions. Any such repurchase of
shares will use a portion of the Company's working capital. Through March 31,
2000, the Company had repurchased 28,500 shares at an average price of $6.44.
Year-to-date capital expenditures were $2.4 million compared to $2.2
million a year ago. Capital expenditures for fiscal 2000 are anticipated to be
approximately $5.0 million compared to $4.9 million in fiscal 1999. The
expenditures will be primarily used to upgrade existing equipment and new
capabilities.
The Company has borrowed $0.1 million against its revolving credit line of
$6.0 million at March 31, 2000. The Company believes it has adequate financing
available to meet its needs through the foreseeable future.
PROVISION FOR TAXES ON INCOME
-----------------------------
The provision for taxes on income, which is based on the anticipated
effective rate for the year, does not bear the customary relationship to pre-tax
income, due primarily to foreign source income.
YEAR 2000 ISSUE
---------------
Through April 30, 2000, the Company has not experienced any noticeable
disruptions in its operations or in its ability to provide service to its
customers as a result of Year 2000 issues. Furthermore, the Company has no
knowledge of any conditions that exist, relative to the Year 2000 issue, that
will present problems in the future that would have a material adverse effect on
its financial condition or results of operations. Cumulative expenditures,
excluding the cost of Company information technology personnel, made through
December 31, 1999 related to the Year 2000 issue amounted to approximately
$150,000. No such related expenditures were incurred during the second fiscal
quarter of 2000.
SAFE HARBOR STATEMENT
---------------------
This Annual Report contains various forward-looking statements and
includes assumptions concerning the Company's operations, future results and
prospects. These forward-looking statements are based on current expectations
and are subject to risk and uncertainties. In connection with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
provides the following cautionary statement identifying important economic,
political and technological factors, among others, the absence of which could
cause the actual results or events to differ materially from those set forth in
or implied by the forward-looking statements and related assumptions.
(11)
<PAGE> 13
Such factors include the following: (1) continuation of the current and
projected future business environment, including interest rates and capital and
consumer spending; (2) competitive factors and competitor responses to the
Company's initiatives; (3) successful development and market introductions of
anticipated new products; (4) stability of government laws and regulations,
including taxes; (5) stable governments and business conditions in emerging
economies; (6) successful penetration of emerging economies; (7) continuation of
the favorable environment to make acquisitions, domestic and foreign, including
regulatory requirements and market values of candidates; (8) successful
identification and conversion of computer systems to address the year 2000 issue
by the Company, suppliers and vendors.
Item 6. Exhibits and Reports on Form 8-K
(a) The following Exhibits are included herein:
Exhibit 27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter ended
March 31, 2000.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
SIFCO INDUSTRIES, INC.
(Registrant)
Date May 3, 2000, /*/ Jeffrey P. Gotschall
------------ -----------------------------
as amended November 10, 2000 Jeffrey P. Gotschall
Chief Executive Officer
Date May 3, 2000, /*/ Frank A. Cappello
------------ -----------------------------
as amended November 10, 2000 Frank A. Cappello
Vice President - Finance & CFO
(Principal Accounting Officer)
(12)
