5 unchanged sentences
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,
−Removed: 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, 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.
6 unchanged sentences
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").
−Removed: The Company identified the following material weakness:
−Removed: • 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: The Company identified the following material weakness which continues to exist as of September 30, 2023:
+Added: • On December 30, 2022, the Company experienced a cybersecurity incident that led to a disruption of its domestic operations.
+Added: As a result of the cyber incident and its residual effects, the Company identified deficiencies in its oversight and backup and recovery controls that represent a material weakness in internal control over financial reporting.
+Added: See Note 11 , Commitments and Contingencies .
Remediation Plan for Material Weakness in Internal Control over Financial Reporting
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: 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.
−Removed: 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: In response to the material weakness identified in our control environment, the Company has made progress in executing our remediation action plan, including the following:
+Added: • Implemented additional control activities to enhance backup and recovery controls, and increased oversight of information technology systems, with emphasis on endpoint protection and detection as well as monitoring backups.
+Added: • Further engaged with outside specialist resources to assist with our ongoing assessment of existing policies and procedures.
+Added: Although progress has been made, the Company, with oversight of senior management and the Company’s Board of Directors, is planning to incorporate additional enhancements to policies and procedures influencing the Company’s preventative controls to support remediation.
+Added: We will continue to execute and monitor the status of our remediation action plan in fiscal year 2024 but, at this time, cannot estimate the remaining time it will take to complete the process or the costs of actions required.
There is no assurance that the aforementioned plans will be sufficient and that additional steps may not be necessary.
1 unchanged sentence
As of September 30, 2023, 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 March 31, 2023, management has designed and implemented additional controls to remediate the previously reported material weaknesses in Item 9A on Form 10-K for the fiscal year ended September 30, 2022 and in Item 4 on Form 10-Q for the first quarter ended December 31, 2022.
+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 were not sufficient in preventing material errors.
+Added: Management, with the oversight of the Audit Committee, took the following steps as part of our remediation efforts:
+Added: • Implemented additional review controls related to certain accounting matters with manual calculations and financial statements disclosures to ensure appropriate valuation of inventory and identification and conclusion of indicators of impairment per ASC 360.
+Added: Given the remediation efforts noted above, testing of applicable controls completed during the second quarter and the determination that controls are designed and operating effectively, management has concluded that the material weakness in Item 9A on Form 10-K for the fiscal year ended September 30, 2022 has been remediated as of March 31, 2023.
Other Information
20 unchanged sentences
(1) Under the 2016 Plan, the aggregate number of common shares that are available to be granted is 1,196,401 shares, with a further limit of no more than 50,000 shares to any one person in any twelve-month period.
−Removed: 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.
+Added: For additional information concerning the Company’s equity compensation plans, refer to the discussion in Note 9, Stock-Based Compensation .
These securities are issued under time based vesting for retention and/or upon meeting performance objectives.
70 unchanged sentences
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.
+Added: 10.27 Seventh Amendment to Credit Agreement, dated August 9, 2023, 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 August 10, 2023, and incorporated herein by reference.
+Added: 10.28 Third Amendment to Export Credit Agreement, dated August 9, 2023, 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 August 10, 2023, and incorporated herein by reference.
+Added: 10.29 Eighth Amendment to Credit Agreement, dated November 8, 2023, 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 November 13, 2023, and incorporated herein by reference.
+Added: 10.30 Ninth Amendment to Credit Agreement, dated December 21, 2023, 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 December 28, 2023, and incorporated herein by reference.
+Added: 10.31 Fourth Amendment to Export Credit Agreement, dated December 21, 2023, 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 December 28, 2023, and incorporated herein by reference.
+Added: 10.32 Subordinated Promissory Note - Garnet Holdings (M.
+Added: Silk), dated December 21, 2023, 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 December 28, 2023, and incorporated herein by reference.
+Added: 10.33 Silk Subordination and Intercreditor Agreement, dated December 21, 2023, 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 December 28, 2023, and incorporated herein by reference.
+Added: 10.34 Side Letter - MS Guaranty, dated December 21, 2023, 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 December 28, 2023, 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
1 unchanged sentence
*23.1 Consent of Independent Registered Public Accounting Firm
+Added: *23.2 Consent of Independent Registered Public Accounting Firm - Grant Thornton
*31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)
2 unchanged sentences
*32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
+Added: *97.1 Policy for the Recovery of Erroneously Awarded Compensation
*101 The following financial information from SIFCO Industries, Inc.
10 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 29, 2023 by the following persons on behalf of the Registrant in the capacities indicated.
−Removed: /s/ Norman E.
+Added: /s/ Alayne Reitman /s/ Peter W.
+Added: Alayne Reitman Peter W.
Chairman of the Board President and Chief Executive Officer
4 unchanged sentences
Director Director
−Removed: /s/ Alayne L.
−Removed: Reitman /s/ Mark J.
−Removed: Reitman Mark J.
+Added: Silk /s/ Hudson D.
+Added: Silk Hudson D.
Director Director
−Removed: /s/ Hudson D.
−Removed: Smith /s/ Thomas R.
−Removed: Smith Thomas R.
−Removed: Director Chief Financial Officer
+Added: /s/ Thomas R.
+Added: Chief Financial Officer
(Principal Financial Officer)
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.