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Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives.
−Removed: Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.
+Added: Our management recognizes that any control system, no matter how well designed and operated,
+Added: is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.
Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
3 unchanged sentences
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 our internal control over financial reporting was effective as of September 30, 2021.
+Added: 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, 2022.
+Added: 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.
+Added: 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").
+Added: The Company identified the following material weakness:
+Added: • Lack of precise review controls associated with the valuation of inventory at the Orange location and long-lived asset impairment triggering event indicators in the fourth quarter at the Orange location
+Added: Remediation Plan for Material Weakness in Internal Control over Financial Reporting
+Added: Management and the Company's Board of Directors are committed to improving the Company's overall system of internal controls over financial reporting.
+Added: To address the material weakness identified in our control environment, the Company is taking the following actions to remediate the material weakness:
+Added: • 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.
+Added: 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 continuing to strengthen organizational structure including holding individuals accountable for their internal control responsibilities.
+Added: Although we expect to make meaningful progress on our remediation plan during fiscal year 2023, we cannot estimate how long it will take to complete the process or the costs of actions required.
+Added: There is no assurance that the aforementioned plans will be sufficient and that additional steps may not be necessary.
Changes in Internal Control over Financial Reporting and other Remediation
−Removed: As of September 30, 2021, management remediated the outstanding material weakness as noted below:
−Removed: • Insufficient review of specific controls associated with revenue, inventory, income taxes, and other matters at the Maniago location.
−Removed: Management concluded that the previously reported material weakness related to ineffective controls surrounding the Maniago location were remediated.
−Removed: 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.
−Removed: 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.
+Added: As of September 30, 2022, 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.
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Information about the Executive Officers of the Company appears in Part I of this Report.
−Removed: The Company incorporates herein by reference the information required by this Item as to the Directors, procedures for recommending Director nominees and the Audit Committee appearing under the captions “Proposal 1 - To Elect Seven (7) Directors,” and “Corporate Governance and Board of Director Matters” of the Company’s definitive Proxy Statement to be filed with the SEC on or about December 10, 2021.
+Added: The Company incorporates herein by reference the information required by this Item as to the Directors, procedures for recommending Director nominees and the Audit Committee appearing under the captions “Proposal 1 - To Elect Six (6) Directors,” and “Corporate Governance and Board of Director Matters” of the Company’s definitive Proxy Statement to be filed with the SEC on or about December 22, 2022.
The Directors of the Company are elected annually to serve for one-year terms or until their successors are elected and qualified.
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For additional information concerning the Company’s equity compensation plans, refer to the discussion in Note 9, Stock-Based Compensation , of the consolidated financial statements.
−Removed: These securities are issued upon meeting performance objectives.
+Added: These securities are issued under time based vesting for retention and/or upon meeting performance objectives.
The Company incorporates herein by reference the beneficial ownership information appearing under the captions "Stock Ownership of Certain Beneficial Owners" and "Stock Ownership of Executive Officers, Director and Nominees" of the Company’s definitive Proxy Statement to be filed with the SEC on or about December 22, 2022.
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The following Consolidated Financial Statements;
−Removed: Notes to the Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Item 8.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Operations for the Years Ended September 30, 2021 and 2020
−Removed: Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2021 and 2020
−Removed: Consolidated Balance Sheets—September 30, 2021 and 2020
−Removed: Consolidated Statements of Cash Flows for the Years Ended September 30, 2021 and 2020
−Removed: Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2021 and 2020
−Removed: Notes to Consolidated Financial Statements
+Added: Notes to the Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8 of the Annual Report on Form 10-K.
(a) (2) Financial Statement Schedules:
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10.4** Change in control Agreement and Separation Agreement between the Company and Peter W.
−Removed: Knapper, effective June 29, 2019, filed as Exhibit 10.1 to the Company's Form 8-K dated July 1, 2019, and incorporated herein by reference
+Added: Knapper, effective June 29, 2022, filed as Exhibit 10.1 to the Company's Form 8-K dated June 29, 2022 and incorporated herein by reference.
10.5** Form of SIFCO Industries, Inc.
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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.
+Added: 10.24 Sixth Amendment to the Credit Agreement, dated March 23, 2022, 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 March 24, 2022, and incorporated herein by reference
+Added: 10.25 Second Amendment to the Export Credit Agreement, dated March 23, 2022, 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 March 24, 2022, 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.