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In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of March 31, 2024 (the "Evaluation Date").
+Added: Management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of June 30, 2024 (the "Evaluation Date").
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
−Removed: As of March 31, 2024, 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, 2023 and in Item 4 on Form 10-Q for the first quarter ended December 31, 2023.
−Removed: • On December 30, 2022, the Company experienced a cybersecurity incident that led to a disruption of its domestic operations.
−Removed: 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.
−Removed: Management, with the oversight of the Audit Committee, took the following steps as part of our remediation efforts:
−Removed: • Designed and implemented additional enhancements to backup and recovery controls, and increased oversight of information technology systems, with emphasis on endpoint protection and detection as well as monitoring backups.
−Removed: • Engaged with outside specialist resources to assist with our ongoing assessment of existing policies and procedures, and documented formal disaster recovery plans, including steps around increased procedural restoration, tailored to each business location.
−Removed: • Changed data storage vendor to shorten disaster recovery time.
−Removed: 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, 2023 has been remediated as of March 31, 2024.
−Removed: Except for the remediation items described in Item 4, there have been no changes in the Company's internal controls over financial reporting during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
+Added: 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 period covered by this Quarterly Report on Form 10‑Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
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10.32 Subordinated Promissory Note - Garnet Holdings (M.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+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.
+Added: 3 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.
+Added: 4 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.
+Added: 5 to the Company's Form 8-K dated December 28, 2023, and incorporated herein by reference.
+Added: 10.35 Tenth Amendment to Credit Agreement, dated May 21, 2024, 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 May 23, 2024, and incorporated herein by reference.
+Added: 10.36 Fifth Amendment to Export Credit Agreement, dated May 21, 2024, 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 May 23, 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
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*101 The following financial information from SIFCO Industries, Inc.
−Removed: Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 9, 2024, formatted in XBRL includes:
−Removed: (i) Consolidated Condensed Statements of Operations for the fiscal periods ended March 31, 2024 and 2023, (ii) Consolidated Condensed Statements of Comprehensive Income for the fiscal periods ended March 31, 2024 and 2023, (iii) Consolidated Condensed Balance Sheets at March 31, 2024 and September 30, 2023, (iv) Consolidated Condensed Statements of Cash Flow for the fiscal periods ended March 31, 2024 and 2023, (iv) Consolidated Condensed Statements of Shareholders' Equity for the periods March 31, 2024 and 2023, and (v) the Notes to the Consolidated Condensed Financial Statements.
+Added: Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on August 12, 2024, formatted in XBRL includes:
+Added: (i) Consolidated Condensed Statements of Operations for the fiscal periods ended June 30, 2024 and 2023, (ii) Consolidated Condensed Statements of Comprehensive Income for the fiscal periods ended June 30, 2024 and 2023, (iii) Consolidated Condensed Balance Sheets at June 30, 2024 and September 30, 2023, (iv) Consolidated Condensed Statements of Cash Flow for the fiscal periods ended June 30, 2024 and 2023, (iv) Consolidated Condensed Statements of Shareholders' Equity for the periods June 30, 2024 and 2023, and (v) the Notes to the Consolidated Condensed Financial Statements.
*104 Cover Page Interactive Data File:
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SIFCO Industries, Inc.
−Removed: May 9, 2024 /s/ Peter W.
−Removed: President and Chief Executive Officer
+Added: August 12, 2024 /s/ George Scherff
+Added: George Scherff
+Added: Chief Executive Officer
(Principal Executive Officer)
−Removed: May 9, 2024 /s/ Thomas R.
+Added: August 12, 2024 /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.