UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
|
| For the quarterly period ended March 31, 2005 | ||
| or | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 | |
| For the transition period from to |
Commission file number 1-5978
SIFCO Industries, Inc.
| 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) |
(216) 881-8600
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No þ
The number of the Registrants Common Shares outstanding at April 30, 2005 was 5,188,891.
Part I. Financial Information
Item 1. Financial Statements
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
| Three Months Ended | Six Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Net
sales |
$ | 19,843 | $ | 22,794 | $ | 38,924 | $ | 43,633 | ||||||||
Operating expenses: |
||||||||||||||||
Cost of goods
sold |
18,243 | 20,414 | 36,644 | 38,466 | ||||||||||||
Selling, general
and
administrative
expenses |
3,154 | 2,910 | 6,176 | 5,838 | ||||||||||||
Total
operating
expenses |
21,397 | 23,324 | 42,820 | 44,304 | ||||||||||||
Operating
loss |
(1,554 | ) | (530 | ) | (3,896 | ) | (671 | ) | ||||||||
Interest
income
|
(15 | ) | (13 | ) | (51 | ) | (26 | ) | ||||||||
Interest
expense |
25 | 198 | 255 | 403 | ||||||||||||
Foreign currency
exchange loss (gain),
net |
(230 | ) | (36 | ) | 71 | 148 | ||||||||||
Other income,
net |
(1 | ) | (39 | ) | (6,511 | ) | (53 | ) | ||||||||
Income
(loss)
before
income
tax
provision |
(1,333 | ) | (640 | ) | 2,340 | (1,143 | ) | |||||||||
Income tax provision |
23 | 26 | 1,338 | 33 | ||||||||||||
Net
income
(loss) |
$ | (1,356 | ) | $ | (666 | ) | $ | 1,002 | $ | (1,176 | ) | |||||
Net income (loss) per
share
(basic) |
$ | (0.26 | ) | $ | (0.13 | ) | $ | 0.19 | $ | (0.23 | ) | |||||
Net income (loss) per
share
(diluted) |
$ | (0.26 | ) | $ | (0.13 | ) | $ | 0.19 | $ | (0.23 | ) | |||||
Weighted-average
number of common
shares (basic) |
5,225 | 5,226 | 5,220 | 5,226 | ||||||||||||
Weighted-average
number of common
shares (diluted) |
5,233 | 5,226 | 5,227 | 5,226 | ||||||||||||
See notes to unaudited consolidated condensed financial statements.
2
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
| March 31, | September 30, | |||||||
| 2005 | 2004 | |||||||
| (unaudited) | ||||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 2,063 | $ | 5,578 | ||||
Receivables, net |
15,959 | 17,720 | ||||||
Inventories |
10,635 | 7,845 | ||||||
Deferred income taxes |
| 575 | ||||||
Prepaid expenses and other current assets |
1,688 | 1,132 | ||||||
Assets held for sale |
| 4,231 | ||||||
Total current assets |
30,345 | 37,081 | ||||||
Property, plant and equipment, net |
19,521 | 19,882 | ||||||
Other assets |
2,820 | 2,796 | ||||||
Total assets |
$ | 52,686 | $ | 59,759 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Current maturities of long-term debt |
$ | 2 | $ | 4,569 | ||||
Accounts payable |
10,301 | 9,354 | ||||||
Accrued liabilities |
6,875 | 7,129 | ||||||
Total current liabilities |
17,178 | 21,052 | ||||||
Long-term debt, net of current maturities |
1,137 | 5,797 | ||||||
Other long-term liabilities |
8,122 | 8,108 | ||||||
Shareholders equity: |
||||||||
Serial preferred shares, no par value, authorized 1,000 shares |
| | ||||||
Common shares, par value $1 per share, authorized 10,000 shares; issued
5,249 and 5,257 shares at March 31, 2005 and September 30, 2004,
respectively; outstanding 5,229 and 5,214 shares at March 31, 2005
and September 30, 2004, respectively |
5,249 | 5,257 | ||||||
Additional paid-in capital |
6,384 | 6,497 | ||||||
Retained earnings |
23,338 | 22,336 | ||||||
Accumulated other comprehensive loss |
(8,466 | ) | (8,867 | ) | ||||
Unearned compensation restricted common shares |
(122 | ) | (166 | ) | ||||
Common shares held in treasury at cost, 20 and 43 shares at March 31,
2005 and September 30, 2004, respectively |
(134 | ) | (255 | ) | ||||
Total shareholders equity |
26,249 | 24,802 | ||||||
Total liabilities and shareholders equity |
$ | 52,686 | $ | 59,759 | ||||
See notes to unaudited consolidated condensed financial statements.
3
SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
| Six Months Ended | ||||||||
| March, | ||||||||
| 2005 | 2004 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 1,002 | $ | (1,176 | ) | |||
Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities: |
||||||||
Depreciation and amortization |
1,656 | 1,753 | ||||||
Loss (gain) on disposal of property, plant
and equipment |
(6,308 | ) | 10 | |||||
Deferred income taxes |
575 | | ||||||
Share transactions under employee stock
plan |
44 | 53 | ||||||
Asset impairment charges |
21 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Receivables |
1,761 | 872 | ||||||
Inventories |
(2,790 | ) | (169 | ) | ||||
Prepaid expenses and other current
assets |
(391 | ) | (585 | ) | ||||
Other assets |
(24 | ) | (262 | ) | ||||
Accounts payable |
947 | 133 | ||||||
Accrued liabilities |
(254 | ) | 799 | |||||
Other long-term
liabilities |
113 | 142 | ||||||
Net cash provided by (used for)
operating activities |
(3,648 | ) | 1,570 | |||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(1,365 | ) | (1,326 | ) | ||||
Proceeds from disposal of property, plant
and equipment |
10,598 | 50 | ||||||
Reimbursement of equipment
expenditures |
| 750 | ||||||
Other |
128 | 147 | ||||||
Net cash provided by (used for)
investing activities |
9,361 | (379 | ) | |||||
Cash flows from financing activities: |
||||||||
Proceeds from revolving credit
agreement |
13,202 | 27,169 | ||||||
Repayments of revolving credit
agreement |
(15,185 | ) | (26,651 | ) | ||||
Repayments of long-term debt |
(7,245 | ) | (600 | ) | ||||
Net cash used for financing
activities |
(9,228 | ) | (82 | ) | ||||
Increase (decrease) in cash and cash equivalents |
(3,515 | ) | 1,109 | |||||
Cash and cash equivalents at the beginning of the
period |
5,578 | 4,524 | ||||||
Cash and cash equivalents at the
end of the period |
$ | 2,063 | $ | 5,633 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | (294 | ) | $ | (352 | ) | ||
Cash recovered from (paid for) income taxes,
net |
(615 | ) | 34 | |||||
See notes to unaudited consolidated condensed financial statements.
4
SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Amounts in thousands, except per share data)
1. Summary of Significant Accounting Policies
A. Principles of Consolidation
The unaudited consolidated condensed financial statements included herein include the accounts of SIFCO Industries, Inc. and its wholly-owned subsidiaries (the Company). All significant intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented, have been included. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Companys fiscal 2004 Annual Report on Form 10-K. 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. Certain prior period amounts have been reclassified in order to conform to current period classifications.
B. Stock-Based Compensation
The Company employs the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). The following pro forma information regarding net income and earnings per share was determined as if the Company had accounted for its stock options under the fair value method prescribed by SFAS No. 123. For purposes of pro forma disclosure, the estimated fair value of the stock options is amortized over the options vesting periods. The pro forma information is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Net income (loss) as reported |
$ | (1,356 | ) | $ | (666 | ) | $ | 1,002 | $ | (1,176 | ) | |||||
Less: Stock-based compensation expense
determined under fair value based method for
all awards |
14 | 28 | 28 | 55 | ||||||||||||
Pro forma net income (loss) as if the fair value
based method had been applied to all
awards |
$ | (1,370 | ) | $ | (694 | ) | $ | 974 | $ | (1,231 | ) | |||||
Net income (loss) per share: |
||||||||||||||||
Basic as reported |
$ | (0.26 | ) | $ | (0.13 | ) | $ | 0.19 | $ | (0.23 | ) | |||||
Basic pro forma |
$ | (0.26 | ) | $ | (0.13 | ) | $ | 0.19 | $ | (0.24 | ) | |||||
Diluted as reported |
$ | (0.26 | ) | $ | (0.13 | ) | $ | 0.19 | $ | (0.23 | ) | |||||
Diluted pro forma |
$ | (0.26 | ) | $ | (0.13 | ) | $ | 0.19 | $ | (0.24 | ) | |||||
C. New Accounting Standards
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Accounting for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement 123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. This Statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans. According to the U.S. Securities and Exchange Commissions Staff Accounting Bulletin No. 107, SFAS No. 123 (revised 2004) is effective for the
5
Companys fiscal year 2006. The Company does not expect the adoption of this statement in fiscal year 2006 to have a material impact on the Companys financial position or results of operations.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets - an amendment of Accounting Principles Bulletin (APB) Opinion No. 29, Accounting for Nonmonetary Transactions. The guidance in APB Opinion No. 29, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153, amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal periods beginning after June 15, 2005. The Company does not expect the adoption of this statement in fiscal year 2005 to have a material impact on the Companys financial position or results of operations.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs an amendment of Accounting Research Bulletin No. 43, Chapter 4, Inventory Pricing. SFAS No. 151 was issued to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ...under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges... This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of so abnormal. In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The Company does not expect the adoption of this statement in fiscal year 2006 to have a material impact on the Companys financial position or results of operations.
2. Inventories
Inventories consist of:
| March 31, | September 30, | |||||||
| 2005 | 2004 | |||||||
Raw materials and
supplies |
$ | 4,122 | $ | 2,566 | ||||
Work-in-process |
3,567 | 2,821 | ||||||
Finished goods |
2,946 | 2,458 | ||||||
Total
inventories |
$ | 10,635 | $ | 7,845 | ||||
Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method for 53% and 31% of the Companys inventories at March 31, 2005 and September 30, 2004, respectively. Cost is determined using the specific identification method for approximately 20% and 27% of the Companys inventories at March 31, 2005 and September 30, 2004, respectively. The first-in, first-out (FIFO) method is used for the remainder of the inventories. If the FIFO method had been used for the inventories for which cost is determined using the LIFO method, inventories would have been $3,931 and $3,518 higher than reported at March 31, 2005 and September 30, 2004, respectively.
3. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
Total comprehensive income (loss) is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Net income
(loss) |
$ | (1,356 | ) | $ | (666 | ) | $ | 1,002 | $ | (1,176 | ) | |||||
Foreign currency
translation
adjustment |
(47 | ) | 32 | 137 | 163 | |||||||||||
Unrealized gain on
interest rate swap
agreement |
| 46 | 125 | 124 | ||||||||||||
Currency exchange
contract
adjustment |
(1,190 | ) | (176 | ) | 166 | (124 | ) | |||||||||
Minimum pension
liability
adjustment |
(27 | ) | | (27 | ) | | ||||||||||
Total comprehensive
income
(loss)
|
$ | (2,620 | ) | $ | (764 | ) | $ | 1,403 | $ | (1,013 | ) | |||||
6
The components of accumulated other comprehensive loss are as follows:
| March 31, | September 30, | |||||||
| 2005 | 2004 | |||||||
Foreign currency translation
adjustment |
$ | (6,615 | ) | $ | (6,752 | ) | ||
Interest rate swap agreement
adjustment |
| (125 | ) | |||||
Currency exchange contract
adjustment |
787 | 621 | ||||||
Minimum pension liability
adjustment |
(2,638 | ) | (2,611 | ) | ||||
Total accumulated other
comprehensive loss |
$ | (8,466 | ) | $ | (8,867 | ) | ||
4. Business Segments
The Company identifies reportable segments based upon distinct products manufactured and services provided. The Turbine Component Services and Repair Group (Repair Group) consists primarily of the repair and remanufacture of aerospace and industrial turbine engine components. The Repair Group is also involved in precision component machining for aerospace applications. The Aerospace Component Manufacturing Group consists of the production, heat treatment and some machining of forgings in various alloys utilizing a variety of processes for application in the aerospace industry. The Applied Surface Concepts (formerly named Metal Finishing) Group is a provider of specialized selective electrochemical metal finishing processes and services used to apply metal coatings to a selective area of a component. The Companys reportable segments are separately managed.
Segment information is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Net sales: |
||||||||||||||||
Turbine Component Services and Repair
Group |
$ | 9,863 | $ | 12,278 | $ | 18,675 | $ | 24,002 | ||||||||
Aerospace Component Manufacturing Group |
6,743 | 7,862 | 14,156 | 14,318 | ||||||||||||
Applied Surface Concepts Group |
3,237 | 2,654 | 6,093 | 5,313 | ||||||||||||
Consolidated net sales |
$ | 19,843 | $ | 22,794 | $ | 38,924 | $ | 43,633 | ||||||||
Operating income (loss): |
||||||||||||||||
Turbine Component Services and Repair
Group |
$ | (722 | ) | $ | (683 | ) | $ | (2,568 | ) | $ | (1,137 | ) | ||||
Aerospace Component Manufacturing Group |
(625 | ) | 603 | (839 | ) | 967 | ||||||||||
Applied Surface Concepts Group |
425 | 189 | 444 | 417 | ||||||||||||
Corporate unallocated expenses |
(632 | ) | (639 | ) | (933 | ) | (918 | ) | ||||||||
Consolidated operating loss |
(1,554 | ) | (530 | ) | (3,896 | ) | (671 | ) | ||||||||
Interest expense, net |
10 | 185 | 204 | 377 | ||||||||||||
Foreign currency exchange loss (gain),
net |
(230 | ) | (36 | ) | 71 | 148 | ||||||||||
Other income, net |
(1 | ) | (39 | ) | (6,511 | ) | (53 | ) | ||||||||
Consolidated income (loss) before income tax
provision |
$ | (1,333 | ) | $ | (640 | ) | $ | 2,340 | $ | (1,143 | ) | |||||
7
5. Retirement Benefit Plans
The Company and certain of its subsidiaries sponsor defined benefit pension plans covering most of its employees. The components of net periodic benefit cost of the Companys defined benefit plans are as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||||||
Service
cost
|
$ | 180 | $ | 154 | $ | 358 | $ | 306 | ||||||||
Interest
cost
|
363 | 348 | 724 | 694 | ||||||||||||
Expected return on
plan
assets |
(425 | ) | (384 | ) | (848 | ) | (766 | ) | ||||||||
Amortization of
transition
asset |
(2 | ) | (3 | ) | (5 | ) | (5 | ) | ||||||||
Amortization of prior
service cost |
33 | 33 | 66 | 66 | ||||||||||||
Amortization of net
(gain) loss |
26 | 5 | 52 | 9 | ||||||||||||
Net periodic
benefit
cost
|
$ | 175 | $ | 153 | $ | 347 | $ | 304 | ||||||||
Through March 31, 2005, the Company has made $611 of contributions to its defined benefit pension plans. The Company anticipates contributing an additional $587 to fund its defined benefit pension plans during the balance of fiscal 2005, resulting in total projected contributions of $1,198 in fiscal 2005.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements Discussion and Analysis of Financial Condition and Results of Operations may contain various forward-looking statements and includes assumptions concerning the Companys operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company provides this cautionary statement identifying important economic, political and technological factors, among others, the absence or effect of which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Such factors include the following: (1) future business environment, including capital and consumer spending; (2) competitive factors, including the ability to replace business which may be lost due to increased direct involvement by the turbine engine manufacturers in turbine component service and repair markets; (3) successful procurement of certain repair materials and new repair process licenses from turbine engine manufacturers and/or the Federal Aviation Administration; (4) fluctuating foreign currency (primarily the euro) exchange rates; (5) metals and commodities price increases and the Companys ability to recover such price increases; (6) successful development and market introductions of new products, including an advanced coating technology and the continued development of industrial turbine repair processes; (7) regressive pricing pressures on the Companys products and services, with productivity improvements as the primary means to maintain margins; (8) success with the further development of strategic alliances with certain turbine engine manufacturers for turbine component repair services; (9) the impact on business conditions, and on the aerospace industry in particular, of global terrorism threat; (10) successful replacement of declining demand for repair services for turboprop engine components with component repair services for small turbofan engines utilized in the business and regional aircraft markets; (11) continued reliance on several major customers for revenues; (12) the Companys ability to continue to have access to its revolving credit facility, including the Companys ability to (i) continue to comply with the terms of its credit agreements, including financial covenants, (ii) continue to enter into amendments to its credit agreement containing financial covenants, which it and its bank lender find mutually acceptable, or (iii) continue to obtain waivers from its bank lender with respect to its compliance with the covenants contained in its credit agreement; (13) the impact of changes in defined benefit pension plan actuarial assumptions on future contributions; and (14) stable governments, business conditions, laws, regulations and taxes in economies where business is conducted.
SIFCO Industries, Inc. and its subsidiaries engage in the production and sale of a variety of metalworking processes, services and products produced primarily to the specific design requirements of its customers. The processes and services include forging, heat-treating, coating, welding, machining and selective electrochemical metal finishing. The products include forgings, machined forged parts and other machined metal parts, remanufactured component parts for turbine engines, and selective electrochemical metal finishing solutions and equipment.
8
A. Results of Operations
Six Months Ended March 31, 2005 Compared with Six Months Ended March 31, 2004
Net sales in the