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Except as set forth below, there have been no material changes to our risk factors since the Company's Annual Report on Form 10-K for the year ended September 30, 2022.
−Removed: Investors should consider the risks described below and all of the other information set forth in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and the related notes and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” in evaluating our business and prospects.
+Added: Investors should consider the risks described below and all of the other information set forth in this Quarterly Report on Form 10-Q, including our unaudited consolidated condensed financial statements and the related notes and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” in evaluating our business and prospects.
If any of the risks described herein occurs, our business, financial condition or results of operations could be negatively affected.
Additional risks and uncertainties, including risks not currently known or that are currently deemed immaterial may also adversely affect our business financial conditions or results of operations.
−Removed: The price and availability of oil and other energy sources worldwide could adversely impact our results of operations.
−Removed: Unexpected pricing of fuel or a shortage of, or disruption in, the supply of fuel or other energy sources could have a material adverse effect on our and our customers' business, results of operations and financial condition.
−Removed: Our results of operations can be directly affected, positively and negatively, by volatility in the cost and availability of energy, which is subject to global supply and demand and other factors beyond our control.
−Removed: The ongoing conflict between Russia and Ukraine has impacted global energy markets, particularly in Europe, leading to high volatility and increasing prices for crude oil, natural gas and other energy supplies.
−Removed: Our customers' businesses are significantly impacted by the availability and pricing of fuel.
−Removed: Weather-related events, natural disasters, terrorism, wars, political disruption or instability involving oil-producing countries, changes in governmental or cartel policy concerning crude oil or aircraft fuel production, labor strikes, cyberattacks or other events affecting refinery production, transportation, taxes, marketing, environmental concerns, market manipulation, price speculation and other unpredictable events may drive actual or perceived fuel supply shortages.
−Removed: In particular, the recent conflict between Russia and Ukraine has caused shortages in the availability of fuel.
−Removed: In the event that the supply of natural gas from Russia stops or is significantly reduced, there may be supply disruptions, increased prices, shutdowns of manufacturing facilities, or further rationing of energy supply within countries where we and/or our customers do business, which could have a material adverse impact on our and our customers' business or results of operations in those countries.
+Added: Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact results of operations and financial condition.
+Added: Although we continue to review and enhance our systems and cybersecurity controls, SIFCO has experienced and expects to continue to experience cybersecurity threats, including threats to our information technology infrastructure and attempts to gain access to the Company’s sensitive information, as do our customers, suppliers and subcontractors.
+Added: Although we maintain information security policies and procedures to prevent, detect, and mitigate these threats, information system disruptions, equipment failures or cybersecurity attacks, such as unauthorized access, malicious software and other intrusions, could still occur and may lead to potential data corruption, exposure of proprietary and confidential information.
+Added: Further, while SIFCO works cooperatively with its customers, suppliers and subcontractors to seek to minimize the impacts of cyber threats, other
+Added: security threats or business disruptions, in addition to our internal processes, procedures and systems, it must also rely on the safeguards put in place by those entities.
+Added: Any intrusion, disruption, breach or similar event may cause operational stoppages, fines, penalties, diminished competitive advantages through reputational damages and increased operational costs.
+Added: The costs related to cyber or other security threats or disruptions may not be fully mitigated by insurance or other means.
+Added: If the Company's backups are not up-to-date or the Company is unable to recover and restore backups in a timely manner, this may result in an adverse effect on results of operations and financial condition.
+Added: If the Company fails to reach an agreement with its lender to waive defaults, extend its forbearance period or secure alternative financing, it may not be able to continue operating.
+Added: In connection with its entry into the Forbearance Agreement, the Company is evaluating available financial alternatives, including obtaining acceptable alternative financing as well as seeking additional waivers, forbearances or amendments to the covenants or other provisions of the Credit Agreement to address any existing or future defaults and has engaged financial advisors to assist the Company.
+Added: If the Company is unable to reach an agreement with its lender to waive the defaults, extend the forbearance period or find alternative financing prior to the expiration of the forbearance period, the lender of the Credit Agreement may choose to accelerate repayment.
+Added: The Company cannot provide assurances that it will be successful in negotiating such a waiver or extension of the forbearance period, restructuring of 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 expiration of the forbearance period or prior to the maturity date of its obligations under the Credit Agreements.
The following exhibits are filed with this report or are incorporated herein by reference to a prior filing in accordance with Rule 12b-32 under the Securities and Exchange Act of 1934 (Asterisk denotes exhibits filed with this report.).
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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
+Added: 10.26 Forbearance Agreement, dated April 28, 2023, by and among JPMorgan Chase Bank, N.A., SIFCO Industries, Inc., T&W Forge LLC, and Quality Aluminum Forge, LLC.
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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*101 The following financial information from SIFCO Industries, Inc.
−Removed: Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 15, 2022, formatted in XBRL includes:
−Removed: (i) Consolidated Condensed Statements of Operations for the fiscal periods ended June 30, 2022 and 2021, (ii) Consolidated Condensed Statements of Comprehensive Income for the fiscal periods ended June 30, 2022 and 2021, (iii) Consolidated Condensed Balance Sheets at June 30, 2022 and September 30, 2021, (iv) Consolidated Condensed Statements of Cash Flow for the fiscal periods ended June 30, 2022 and 2021, (iv) Consolidated Condensed Statements of Shareholders' Equity for the periods June 30, 2022 and 2021, and (v) the Notes to the Consolidated Condensed Financial Statements.
+Added: Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 filed with the SEC on July 6, 2023, formatted in XBRL includes:
+Added: (i) Consolidated Condensed Statements of Operations for the fiscal periods ended December 31, 2022 and 2021, (ii) Consolidated Condensed Statements of Comprehensive Income for the fiscal periods ended December 31, 2022 and 2021, (iii) Consolidated Condensed Balance Sheets at December 31, 2022 and September 30, 2022, (iv) Consolidated Condensed Statements of Cash Flow for the fiscal periods ended December 31, 2022 and 2021, (iv) Consolidated Condensed Statements of Shareholders' Equity for the periods December 31, 2022 and 2021, and (v) the Notes to the Consolidated Condensed Financial Statements.
*104 Cover Page Interactive Data File:
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SIFCO Industries, Inc.
−Removed: August 15, 2022 /s/ Peter W.
+Added: July 6, 2023 /s/ Peter W.
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: August 15, 2022 /s/ Thomas R.
+Added: July 6, 2023 /s/ Thomas R.
Chief Financial Officer
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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.