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Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s SEC reports was recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: As of September 30, 2020, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.
−Removed: Based on this evaluation, management concluded that our disclosure controls were not effective as of September 30, 2020 due to the material weakness in our internal control over financial reporting, as described below.
−Removed: Notwithstanding the identified material weakness described below, management does not believe that these deficiencies had an adverse effect on our reported operating results or financial condition and management has determined that the financial statements and other information included in this report and other periodic filings present fairly in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with accounting principles generally accepted in the United States (“GAAP”).
The Company's internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.
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If the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if the Company experiences difficulties in their implementation, the Company's business and financial results could be harmed, and the Company could fail to meet its financial reporting obligations.
−Removed: In response to the COVID-19 pandemic, a number of employees intermittently began working remotely during the second half of fiscal 2020.
−Removed: We monitored and assessed the changing business environment resulting from COVID-19 on our internal controls to minimize the impact on their design and operating effectiveness.
−Removed: Management has taken measures to ensure that our disclosure controls and procedures and internal controls over financial reporting were not materially affected during this period.
Management’s Report on Internal Control over Financial Reporting
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In making this assessment, our management used the criteria for effective internal control over financial reporting described in the 2013 “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this assessment, management has determined that due to the material weakness described below, our internal control over financial reporting was not effective as of September 30, 2020.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The Company identified the following material weakness:
−Removed: • Insufficient review of specific controls associated with revenue, inventory and income taxes at the Maniago location.
−Removed: Remediation Plan for Material Weakness in Internal Control over Financial Reporting
−Removed: Management and the Company's Board of Directors are committed to improving the Company's overall system of internal controls over financial reporting.
−Removed: To address the material weakness identified in our control environment, the Company is taking the following actions to remediate the material weakness:
−Removed: • Using a risk-based approach, management will implement additional monitoring controls through increased oversight and training local management to execute additional controls in detecting material errors.
−Removed: • External resources with specialized knowledge and expertise, where appropriate, will be engaged and utilized and additional review controls will be instituted to prevent and detect material errors on a timely basis.
−Removed: With the oversight of senior management and the Company's Board of Directors, the Company continues to take steps and additional measures to remediate the underlying causes of the identified material weakness, including but not limited to (i) engaging subject matter experts on an as need basis to assist management in generating accurate, transparent, and timely financial information, and (ii) continue to strengthen organizational structure including holding individuals accountable for their internal control responsibilities.
−Removed: Although we expect to make meaningful progress on our remediation plan during fiscal year 2021, we cannot estimate how long it will take to complete the process or the costs of actions required.
−Removed: There is no assurance that the aforementioned plans will be sufficient and that additional steps may not be necessary.
+Added: Based on this assessment, management has determined that our internal control over financial reporting was effective as of September 30, 2021.
Changes in Internal Control over Financial Reporting and other Remediation
−Removed: As of September 30, 2020, management remediated the outstanding material weaknesses as noted below:
−Removed: • Key controls around segregation of duties and periodic access reviews within IT general and application controls for the Cleveland operation were not designed nor operating effectively.
−Removed: Management concluded that the previously reported material weakness related to ineffective controls around segregation of duties and periodic access reviews within IT general and application controls for the Cleveland location was remediated.
−Removed: During fiscal 2020, management completed remediation efforts by designing controls and testing operating effectiveness and implementing detective and monitoring business process controls to further mitigate IT risks over financial reporting.
+Added: As of September 30, 2021, management remediated the outstanding material weakness as noted below:
+Added: • Insufficient review of specific controls associated with revenue, inventory, income taxes, and other matters at the Maniago location.
+Added: Management concluded that the previously reported material weakness related to ineffective controls surrounding the Maniago location were remediated.
+Added: During fiscal 2021, management completed remediation efforts by designing controls and testing operating effectiveness and implementing detective and monitoring business process controls to further mitigate risks over financial reporting.
No material changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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The Code of Ethics is applicable to, among other people, the Company’s Chief Executive Officer, Chief Financial Officer, who is the Company’s Principal Financial Officer, and Principal Accounting Officer.
−Removed: The Company’s Code of Ethics is available on its website:
+Added: The Company’s Code of Ethics (including any amendments to, or related waivers from, the Code of Ethics) is available on its website:
www.sifco.com.
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Consolidated Statements of Operations for the Years Ended September 30, 2021 and 2020
−Removed: Consolidated Statements of Comprehensive Loss for the Years Ended September 30, 2020 and 2019
+Added: Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2021 and 2020
Consolidated Balance Sheets—September 30, 2021 and 2020
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(Asterisk denotes exhibits filed with this report)
+Added: *Filed herewith.
+Added: **Management contract or compensatory plan or arrangement.
2.1 Stock Purchase Agreement between Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons and SIFCO Italy Holdings S.R.L (a wholly-owned subsidiary of SIFCO Industries Inc.) dated March 16, 2015 filed as Exhibit 2.1 to the Company’s Form 8-K dated July 2, 2015, and incorporated herein by reference
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9.4 Voting Trust Extension Agreement dated January 18, 2019, filed as Exhibit 9.4 to the Company's Form 10-Q dated February 14, 2019, and incorporated herein by reference
+Added: 9.5 Voting Trust Extension Agreement dated January 27, 2021, filed as Exhibit 9.5 to the Company's Form 10-Q dated February 5, 2021, and incorporated herein by reference
10.1** SIFCO Industries, Inc.
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10.21** Form of SIFCO Industries, Inc.
−Removed: Long-term incentive plan restricted share award, incorporated herein
+Added: Long-term incentive plan restricted share award, filed as Exhibit 10.21 to the Company's Form 10-K dated December 23, 2020, and incorporated herein by reference
+Added: 10.22 Fifth Amendment to the Credit Agreement, dated February 19, 2021, by and among SIFCO Industries, Inc., Quality Aluminum Forge, LLC., and JPMorgan Chase Bank, N.A., a national banking association, filed as exhibit 10.1 to the Company's Form 8-K dated February 22, 2021, and incorporated herein by reference.
+Added: 10.23 First Amendment to the Export Credit Agreement, dated February 19, 2021, by and among SIFCO Industries, Inc., Quality Aluminum Forge, LLC., and JPMorgan Chase Bank, N.A., a national banking association, filed as exhibit 10.2 to the Company's Form 8-K dated February 22, 2021, and incorporated herein by reference.
14.1 Code of Ethics, filed as Exhibit 14.1 of the Company’s Form 8-K dated February 6, 2018, and incorporated herein by reference
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.