What changed in this filing

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Item 1. Financial Statements

2026-02-11 compared with 2025-08-14 · 122 added, 306 removed, 341 unchanged (56% of the section changed)

5 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Net sales $ 23,973 $ 20,883

2 unchanged sentences

Selling, general and administrative expenses 2,646 2,840

Loss on disposal of operating assets — — — 4

Gain on disposal of operating assets ( 20 ) —

Operating profit (loss) 2,563 ( 1,912 )

Interest expense, net 352 469

Foreign currency exchange loss (gain), net 5 ( 1 ) 4 —

Other (income) expense, net ( 479 ) 160 ( 404 ) 313

Foreign currency exchange gain, net — ( 2 )

Other expense, net 16 38

Income (loss) from continuing operations before income tax expense 2,195 ( 2,417 )

3 unchanged sentences

Net income (loss) $ 1,790 $ ( 2,316 )

Basic and diluted earnings (loss) per share:

Basic and diluted earnings (loss) per share from continuing operations $ 0.54 $ ( 0.16 ) $ ( 0.07 ) $ ( 1.20 )

Basic and diluted income earnings per share from discontinued operations 0.02 0.17 0.02 0.38

Basic and diluted earnings (loss) per share $ 0.56 $ 0.01 $ ( 0.05 ) $ ( 0.82 )

Basic earnings (loss) per share:

Basic earnings (loss) per share from continuing operations $ 0.29 $ ( 0.40 )

Basic earnings per share from discontinued operations — 0.02

Basic earnings (loss) per share $ 0.29 $ ( 0.38 )

Diluted earnings (loss) per share:

Diluted earnings (loss) per share from continuing operations $ 0.29 $ ( 0.40 )

Diluted earnings per share from discontinued operations $ — $ 0.02

Diluted earnings (loss) per share $ 0.29 $ ( 0.38 )

Weighted-average number of common shares (basic) 6,079 6,016

3 unchanged sentences

and Subsidiaries

Consolidated Condensed Statements of Comprehensive Income (Loss)

Consolidated Condensed Statements of Comprehensive Income

(Amounts in thousands)

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Net income (loss) $ 1,790 $ ( 2,316 )

1 unchanged sentence

Foreign currency translation adjustment, net of tax — 5,554

Reclassification of foreign translation adjustments to net loss — — 5,554 —

Retirement plan liability adjustment, net of tax 17 23

Other — ( 2 )

Comprehensive income (loss) $ 3,431 $ 98 $ 5,320 $ ( 4,703 )

Comprehensive income $ 1,807 $ 3,259

See notes to unaudited consolidated condensed financial statements.

6 unchanged sentences

Cash and cash equivalents $ 1,106 $ 491

Restricted cash 1,081 1,553

Receivables, net of allowance for credit losses of $ 128 and $ 151 , respectively

2 unchanged sentences

Inventories, net 6,561 4,192

Refundable income taxes 13 13

Prepaid expenses and other current assets 2,338 2,192

Current assets of discontinued operations — 15,967

Total current assets 37,765 35,091

3 unchanged sentences

Other assets 488 473

Noncurrent assets of discontinued operations — 6,864

Total assets $ 74,941 $ 73,394

2 unchanged sentences

Current maturities of long-term debt, net of unamortized debt issuance costs $ 2,461 $ 2,592

Promissory note — related party

Revolver 386 7,969

2 unchanged sentences

Contract liabilities 7,486 1,784

Accrued liabilities (related party — nil and $ 880 , respectively)

Current liabilities of discontinued operations — 10,058

Accrued liabilities 3,386 3,140

Total current liabilities 21,993 22,240

4 unchanged sentences

Other long-term liabilities 611 619

Noncurrent liabilities of discontinued operations — 3,890

Commitments and Contingencies (Note 1 0 )

1 unchanged sentence

Serial preferred shares, no par value, authorized 1,000 shares;

zero shares issued and outstanding at June 30, 2025 and September 30, 2024

zero shares issued and outstanding at December 31, 2025 and September 30, 2025

Common shares, par value $ 1 per share, authorized 10,000 shares;

issued and outstanding shares 6,180 at June 30, 2025 and 6,158 at September 30, 2024

issued and outstanding shares 6,215 at December 31, 2025 and 6,180 at September 30, 2025

Additional paid-in capital 11,863 11,892

Retained earnings 18,942 17,152

Accumulated other comprehensive income (loss) 231 ( 5,389 )

Accumulated other comprehensive income 1,678 1,661

Total shareholders’ equity 38,698 36,885

5 unchanged sentences

(Unaudited, Amounts in thousands)

Nine Months Ended

Three Months Ended

Cash flows from operating activities:

Net loss $ ( 300 ) $ ( 4,940 )

Net income (loss) $ 1,790 $ ( 2,316 )

Income from discontinued operations, net of tax — 106

Loss from continuing operations $ ( 442 ) $ ( 7,219 )

Adjustments to reconcile net loss to net cash (used for) provided by operating activities:

Income (loss) from continuing operations $ 1,790 $ ( 2,422 )

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:

Depreciation and amortization 1,085 1,181

5 unchanged sentences

Deferred income taxes 356 65

Interest added to promissory note - related party (paid-in-kind) 27 216

Interest added to other current maturities of long-term debt 13 —

Other long-term liabilities ( 144 ) 270

Interest incurred but not yet paid 9 7

Other expenses 9 56

Changes in operating assets and liabilities:

7 unchanged sentences

Contract liabilities 5,702 ( 495 )

Accrued income tax and other ( 4 ) 148

Net cash used for operating activities ( 599 ) ( 3,505 )

Accrued income tax 49 —

Net cash provided by (used for) operating activities 8,078 ( 3,809 )

Cash flows from investing activities:

Proceeds from disposal of operating assets 20 —

Capital expenditures ( 96 ) ( 109 )

7 unchanged sentences

Principal payments on capital lease obligations ( 11 ) ( 10 )

Proceeds from promissory note — related party — 3,000

Repayments of promissory note and related fees — related party — ( 4,417 )

Net cash (used for) provided by financing activities ( 13,434 ) 6,204

Net cash used for financing activities ( 7,859 ) ( 9,239 )

Cash flows from discontinued operations:

Net cash used for operating activities — ( 57 )

Net cash provided by (used for) investing activities 13,348 ( 2,078 )

Net cash provided by investing activities — 13,313

Net cash provided by financing activities — 356

1 unchanged sentence

Net cash provided by discontinued operations — 13,577

(Decrease) increase in cash and cash equivalents ( 745 ) 1,329

Cash and cash equivalents at the beginning of the period 2,723 367

Cash and cash equivalents from discontinued operations at the end of the period — 690

Cash and cash equivalents from continuing operations at the end of the period $ 1,978 $ 1,006

Increase in cash, cash equivalents and restricted cash 143 420

Cash, cash equivalents and restricted cash at the beginning of the period 2,044 2,723

Cash, cash equivalents and restricted cash from continuing operations at the end of the period $ 2,187 $ 3,143

See notes to unaudited consolidated condensed financial statements.

3 unchanged sentences

(Unaudited, Amounts in thousands)

Nine Months Ended

Three Months Ended

Cash paid during the year:

Cash paid for interest $ ( 298 ) $ ( 389 )

Cash paid for income taxes, net ( 16 ) ( 19 )

Non-cash investing activities:

2 unchanged sentences

Debt issuance costs — incurred but not yet paid

Accrued guaranty fees — related party

Origination fees capitalized to promissory note principal — related party

Interest added to promissory note — related party (paid-in-kind)

See notes to unaudited consolidated condensed financial statements.

4 unchanged sentences

Three Months Ended

June 30, 2025

Common Shares Additional

Capital Retained

Earnings Accumulated

Comprehensive Income (Loss) Total

Shareholders’

Shares Amount

Balance at April 1, 2025 6,190 $ 6,190 $ 11,796 $ 14,173 $ 208 $ 32,367

Comprehensive income — — — 3,408 23 3,431

Performance and restricted share expense — — 47 — — 47

Share transactions under equity-based plans ( 10 ) ( 10 ) 10 — — —

Balance at June 30, 2025 6,180 $ 6,180 $ 11,853 $ 17,581 $ 231 $ 35,845

Three Months Ended

June 30, 2024

Common Shares Additional

Capital Retained

Earnings Accumulated

Comprehensive Income (Loss) Total

Shareholders’

Shares Amount

Balance at April 1, 2024 6,190 $ 6,190 $ 11,663 $ 18,252 $ ( 6,449 ) $ 29,656

Comprehensive income — — — 72 26 98

Performance and restricted share expense — — 72 — — 72

Share transactions under equity-based plans ( 10 ) ( 10 ) 10 — — —

Balance at June 30, 2024 6,180 $ 6,180 $ 11,745 $ 18,324 $ ( 6,423 ) $ 29,826

Nine Months Ended

June 30, 2025

December 31, 2025

Common Shares Additional

5 unchanged sentences

Balance at October 1, 2025 6,180 $ 6,180 $ 11,892 $ 17,152 $ 1,661 $ 36,885

Comprehensive (loss) income — — — ( 300 ) 5,620 5,320

Comprehensive income — — — 1,790 17 1,807

Performance and restricted share expense — — 66 — — 66

Share transactions under equity-based plans 35 35 ( 95 ) — — ( 60 )

Balance at June 30, 2025 6,180 $ 6,180 $ 11,853 $ 17,581 $ 231 $ 35,845

Nine Months Ended

June 30, 2024

Balance at December 31, 2025 6,215 $ 6,215 $ 11,863 $ 18,942 $ 1,678 $ 38,698

Three Months Ended

December 31, 2024

Common Shares Additional

2 unchanged sentences

Comprehensive

Income (Loss) Total

Shareholders’

4 unchanged sentences

Share transactions under equity-based plans ( 11 ) ( 11 ) ( 17 ) — — ( 28 )

Balance at June 30, 2024 6,180 $ 6,180 $ 11,745 $ 18,324 $ ( 6,423 ) $ 29,826

Balance at December 31, 2024 6,147 $ 6,147 $ 11,778 $ 15,565 $ 186 $ 33,676

See notes to unaudited consolidated condensed financial statements.

8 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

In October 2024, the Company sold its European operations in order to streamline operations and refocus on its core aerospace forging business.

SIFCO Irish Holdings, Ltd., a wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement (the “SPA”) pursuant to which it sold 100 % of the share capital of C Blade S.p.A.

Forging & Manufacturing, an Italian joint stock company and wholly-owned subsidiary of the Company (“CBlade”), for cash consideration.

As a result of the sale transaction, the Company’s financial statements have been prepared with the net assets, results of operations, and cash flows of CBlade presented as discontinued operations.

All historical statements, amounts and related disclosures have been retrospectively adjusted to conform to this presentation.

Refer to Note 2 — Discontinued Operations .

dollar is the functional currency for all of the Company’s operations in the United States (“U.S.”) and its non-operating, non-U.S.

1 unchanged sentence

For these operations, all gains and losses from completed currency transactions are included in income (loss).

Prior to the sale of CBlade, the functional currency for the Company’s other non-U.S.

subsidiaries was the Euro;

the Company no longer has active operations in Europe.

Assets and liabilities are translated into U.S.

dollars at the rates of exchange at the end of the period, and revenues and expenses are translated using average rates of exchange for the period which approximate the rates in effect at the date of the transaction.

Foreign currency translation adjustments are reported as a component of accumulated other comprehensive loss in the unaudited consolidated condensed financial statements.

These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 (the “2025 Annual Report”).

10 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Income (loss) from continuing operations $ 1,790 ( 2,422 )

12 unchanged sentences

Recent Accounting Standards Adopted

None applicable.

Impact of Newly Issued Accounting Standards and Legislation

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, “Compensation—Stock Compensation - Scope Application of Profits Interest and Similar Awards,” which provides illustrative

guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718 or another accounting standard.

The Company adopted the ASU during the first quarter of fiscal year 2026.

This guidance did not have a material impact on the Company’s consolidated condensed financial statements.

Impact of Newly Issued Accounting Standards

Accounting Pronouncements - Issued and Not Effective

In January 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements,” which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

2025-11 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is currently assessing the impact of this standard on our consolidated condensed financial statements and related disclosures.

In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date” (“ASU 2025-01”).

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The Company is currently assessing the impact of this standard on our consolidated condensed financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”, that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280.

ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations.

The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses.

Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments.

For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources.

ASC 280 also requires other specified segment items and

amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances.

The amendments in ASU 2023-07 do not change or remove those disclosure requirements.

The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements.

The Company does not anticipate the adoption of ASU 2023-07 to have a significant impact on the consolidated condensed financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

4 unchanged sentences

A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this standard on our consolidated condensed financial statements and related disclosures.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

Consequently, as of the date of enactment, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA.

The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-K for the fiscal year-ended September 30, 2025.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique.

Based on the examination of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy.

The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.

Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 - Quoted market prices in active markets for identical assets or liabilities

Level 2 - Observable market based inputs or unobservable inputs that are corroborated by market data

Level 3 - Unobservable inputs that are not corroborated by market data

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The book value of cash equivalents, accounts receivable, and accounts payable are considered to be representative of their fair values because of their short maturities.

The carrying value of debt is considered to approximate the fair value based on the borrowing rates currently available to us for loans with similar terms and maturities.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in goodwill, other intangible assets and long-lived assets impairment analysis, the valuation of acquired intangibles and in the valuation of assets held for sale.

Goodwill and intangible assets are valued using Level 3 inputs.

Defined benefit plans can be valued using Level 1, Level 2, Level 3 or a combination of Level 1, 2 and 3 inputs.

Refer to Note 9 — Retirement Benefit Plans of the 2024 Annual Report for further discussion.

Employee Retention Credit

Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Employee Retention Credit (“ERC”) is a refundable payroll tax credit available to eligible businesses and tax-exempt organizations impacted by the COVID-19 pandemic.

Businesses qualified if they experienced a full or partial government-ordered suspension of operations or a "significant" decline in gross receipts (defined as a decline of more than 50% in any 2020 quarter compared to 2019, and more than 20% in 2021).

The Company, having reasonably assured eligibility, submitted and received approval for ERC refunds.

In the absence of specific U.S.

GAAP guidance on accounting for such credits, the Company adopted International Accounting Standards (“IAS”) 20 – Accounting for Government Grants and Disclosure of Government Assistance.

Under IAS 20, the credit can be

presented as other income or as a reduction of related expense.

The Company elected to reduce the expense categories in which the original payroll taxes were incurred.

As of June 30, 2025, the Company recognized a total gross benefit of $ 3,373 , consisting of $ 2,859 ERC refund and $ 514 in interest income.

The credit was allocated as follows:

• $ 2,406 to cost of goods sold (“COGS”),

• $ 453 to selling, general and administrative expense (“SG&A”), and

• $ 514 to other (income) expense, net.

Additionally, the Company incurred $ 675 in professional fees related to the ERC, which was recorded to in SGA expense during both the three months and nine months ended June 30, 2025.

There was no income or expense recorded for the three months and nine months ended June 30, 2024.

As of June 30, 2025, the Company recorded $ 706 in accounts receivable on the consolidated condensed balance sheets, which was subsequently received on July 7, 2025.

The Company will first apply this guidance, on an annual basis, for the current fiscal year.

This guidance will expand our annual income tax disclosures, but will not affect our consolidated condensed financial statements.

Discontinued Operations

5 unchanged sentences

The Company does not expect to have any significant continuing involvement with CBlade after the sale.

All operating activities prior to the disposal date were included in the Company's financial statements separately as discontinued operations, including income before income tax provision, gain from the sale CBlade (i.e., cash proceeds received less net assets transferred), and the release of accumulated other comprehensive income (loss) attributable to the Company's European operations.

CBlade (i.e., cash proceeds received less net assets transferred), and the release of accumulated other comprehensive income (loss) attributable to the Company's European operations.

Due to the CBlade Sale, the Company ceased manufacturing operations within the European market, as CBlade represented the last remaining facility in this region.

2 unchanged sentences

Therefore, $ 5,851 of cumulative translation adjustment loss attributable to these operations (related to Irish Holdings) was recognized in the statement of operations as a component of the gain on sale of discontinued operations upon the loss of a controlling financial interest in CBlade, which represented in excess of 90 % of the assets of the Company's European operations.

The principal components of the assets and liabilities related to discontinued operations classified as held for sale as of September 30, 2024 were as follows:

September 30, 2024

Current assets:

Cash and cash equivalents $ 1,009

Short-term investments 1,114

Receivables, net 6,259

Inventories, net 6,185

Prepaid expenses and other current assets 1,400

Total current assets 15,967

Property, plant and equipment, net 6,625

Other long-term assets 239

Total assets of discontinued operations $ 22,831

Current liabilities:

Current maturities of long-term debt $ 3,843

Accounts payable 2,770

Accrued and other current liabilities 3,445

Total current liabilities 10,058

Long-term debt, net 3,536

Other long-term liabilities 354

Total liabilities of discontinued operations $ 13,948

A summary of the operating results for the discontinued operations is as follows:

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Net sales $ — $ 622

2 unchanged sentences

Income from discontinued operations before income tax expense and gain on sale — 214

Loss on sale of discontinued operations before income tax expense — — ( 11 ) —

Gain on sale of discontinued operations before income tax expense — 58

Income tax expense from discontinued operations — 166

7 unchanged sentences

For a portion of the Company’s inventory, cost is determined using the last-in, first-out (“LIFO”) method.

Approximately 53 % and 30 % of the Company’s inventories as of June 30, 2025 and September 30, 2024, respectively, use the LIFO method.

Approximately 63 % and 40 % of the Company’s inventories as of December 31, 2025 and September 30, 2025, respectively, use the LIFO method.

An actual valuation of inventory under the LIFO method is made at the end of each fiscal year based on the inventory levels and costs existing at that time.

Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-

end inventory levels and costs.

Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs.

Because the actual results may vary from these estimates, the annual results may differ from interim results as they are subject to adjustments based on the differences between the estimates and the actual results.

The first-in, first-out (“FIFO”) method is used for the remainder of the inventories, which are stated at the lower of cost or net realizable value (“NRV”).

If the FIFO method had been used for the inventories for which cost is determined using the LIFO method, inventories would have been $ 9,890 and $ 10,496 higher than reported as of June 30, 2025 and September 30, 2024, respectively.

If the FIFO method had been used for the inventories for which cost is determined using the LIFO method, inventories would have been $ 11,109 and $ 10,897 higher than reported as of December 31, 2025 and September 30, 2025, respectively.

Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation.

The Company estimates net realizable value, excess and obsolescence and shrink reserves for its inventory based upon historical experience, historical and projected sales trends and the age of inventory on hand.

As of June 30, 2025 and September 30, 2024, our inventory valuation allowances were $ 3,544 and $ 2,733 , respectively.

Accumulated Other Comprehensive Income (Loss)

As of December 31, 2025 and September 30, 2025, our inventory valuation allowances were $ 6,002 and $ 5,919 , respectively.

Accumulated Other Comprehensive Income

The components of accumulated other comprehensive loss are as follows:

2025 September 30,

Foreign currency translation adjustment $ — $ ( 5,554 )

Retirement plan liability adjustment, net of tax 1,678 1,661

Interest rate swap agreement, net of tax — 2

Total accumulated other comprehensive income (loss) $ 231 $ ( 5,389 )

During the nine months ended June 30, 2025, the Company reclassified $ 5,554 from foreign currency translation adjustment to income from discontinued operations in the consolidated condensed statements of operations concurrent with the disposition of the CBlade and the substantially complete liquidation of operations in Europe.

The components of lease expense were as follows:

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Finance lease expense:

Amortization of right-of use assets on finance leases $ 12 $ 2 $ 36 $ 5

Interest on lease liabilities 1 — 4 —

Operating lease expense 415 409 1,246 1,229

Variable lease cost 15 20 44 59

Total lease expense $ 443 $ 431 $ 1,330 $ 1,293

The following table presents the impact of leasing on the consolidated condensed balance sheet.

Classification in the consolidated condensed balance sheets June 30,

2025 September 30,

Finance lease assets Property, plant and equipment, net $ 106 $ 4

Operating lease assets Operating lease right-of-use assets, net 12,784 13,326

Total lease assets $ 12,890 $ 13,330

Current liabilities:

Finance lease liabilities Current maturities of long-term debt $ 46 $ —

Operating lease liabilities Short-term operating lease liabilities 941 879

Non-current liabilities:

Finance lease liabilities Long-term debt, net of current maturities 62 —

Operating lease liabilities Long-term operating lease liabilities, net of short-term 12,476 13,035

Total lease liabilities $ 13,525 $ 13,914

Supplemental cash flow and other information related to leases were as follows:

Nine Months Ended

Other Information

Cash paid for amounts included in measurement of liabilities:

Operating cash flows from operating leases $ 1,246 $ 1,229

Operating cash flows from finance leases 4 —

Financing cash flows from finance leases 32 —

Right-of-use assets obtained in exchange for new lease liabilities:

Finance leases 139 —

Operating leases 204 —

2025 September 30,

Weighted-average remaining lease term (years):

Finance leases 2.3 0.0

Operating leases 11.0 11.7

Weighted-average discount rate:

Finance leases 5.2 % — %

Operating leases 6.0 % 5.9 %

Future minimum lease payments under non-cancellable leases as of June 30, 2025 were as follows:

Finance Leases Operating Leases

Year ending September 30,

Remainder of 2025 $ 12 $ 418

2026 50 1,690

2027 50 1,711

Thereafter — 11,277

Total lease payments $ 114 $ 18,223

Imputed interest ( 6 ) ( 4,806 )

Present value of lease liabilities $ 108 $ 13,417

Total accumulated other comprehensive income $ 1,678 $ 1,661

During the three months ended December 31, 2024, the Company reclassified $ 5,554 from foreign currency translation adjustment to income from discontinued operations in the consolidated condensed statements of operations concurrent with the disposition of the CBlade and the substantially complete liquidation of operations in Europe.

Debt consists of:

1 unchanged sentence

Revolving credit agreement $ 386 $ 7,969

Term loan, net of unamortized debt issuance costs of $ 58 and nil , respectively

Promissory note — related party

Term loan, net of unamortized debt issuance costs of $ 42 and $ 50 , respectively

Finance lease obligations 85 97

9 unchanged sentences

The Credit Facility matures on October 17, 2027.

Proceeds of borrowings under the Credit Facility were used to repay amounts outstanding under the Company’s Credit Agreement, Security Agreement, and Export Credit Agreement dated August 8, 2018, as amended, and was also available for working capital, capital expenditures and other general corporate purposes.

These amounts included accrued paid-in-kind interest of $ 387 and fees under the guaranty agreement and subordinated promissory note with Garnet Holdings, Inc., a California corporation owned and controlled by Mark J.

Silk (“GHI”) (Mr.

Silk is a member of the Board of Directors of the Company and considered a related party) of $ 1,030 .

Borrowings under the Revolver and the Letter of Credit Sub-facility will bear interest at an annual rate of 4.5 % plus the adjusted term SOFR (or, if the base rate is applicable, an annual rate of 3.5 % plus the base rate).

4 unchanged sentences

however, availability under the Letter of Credit Sub-facility will be dependent upon the maintenance of such compensating balances.

As of June 30, 2025, the Company held $ 1,553 in compensating balances, which were included in cash and cash equivalents in the consolidated condensed balance sheets.

In consideration of the execution and delivery by Siena of the Loan Agreement, the Company agreed pursuant to the fee letter to pay a closing fee in the amount of $ 230 (of which $ 115 was paid on the closing date and $ 115 is payable on the first anniversary of the closing date, with the remaining amount (if any) of the closing fee to be paid in full on the maturity date).

As of December 31, 2025, the Company held $ 1,081 in compensating balances, which were included in restricted cash in the consolidated condensed balance sheets.

In consideration of the execution and delivery by Siena of the Loan Agreement, the Company agreed pursuant to the fee letter to pay a closing fee in the amount of $ 230 (of which $ 115 was paid on the closing date and $ 115 was paid on the first anniversary of the closing date, with the remaining amount (if any) of the closing fee to be paid in full on the maturity date).

The fee letter provides for a collateral monitoring fee in the amount of $ 126 , which fee shall be paid in installments as follows:

1 unchanged sentence

In addition, an unused line fee accrues with respect to the unused amount of the Revolver at an annual rate of 0.5 %.

All fees that are payable in future installments or in full at maturity were recognized within accrued liabilities in the consolidated condensed balance sheets as of June 30, 2025.

All fees that are payable in future installments or in full at maturity were recognized within accrued liabilities in the consolidated condensed balance sheets as of December 31, 2025.

Borrowings under the Credit Facility are secured by (a) a continuing first priority lien on and security interest in and to substantially all of the assets of the Company and other loan parties identified therein;

1 unchanged sentence

The obligations of the Borrowers are guaranteed by each guarantor on the terms set forth in the Loan Agreement.

The Loan Agreement provides that the Company must maintain compliance with a minimum fixed charge coverage ratio, determined in accordance with the Loan Agreement.

The Loan Agreement also contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investment, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default for financings of this type.

The Loan Agreement includes a springing financial covenant requiring the Company to maintain a minimum fixed charge coverage ratio ("FCCR") of 1.0 to 1.0, in accordance with the Loan Agreement, once the availability block has been released.

The Loan Agreement contains a $ 2,000 availability block that reduces the borrowing base until the later of the (i) the first anniversary date of the closing date and (ii) date on which the Company achieves a FCCR of at least 1.05 to 1.00, measure on a trailing twelve-month basis, at which point the availability block will be eliminated.

The Loan Agreement also contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations

on certain other indebtedness, loans and investment, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default for financings of this type.

Additionally, the Loan Agreement contains provisions for a lockbox arrangement and a subjective acceleration clause related to the appraised value of collateralized property, plant, and equipment;

hence, the Term Loan and the Revolver were each classified as current maturities of long-term debt in the consolidated condensed balance sheet as of June 30, 2025.

As of June 30, 2025, the Company was in compliance with all covenants under the Loan Agreement.

As of June 30, 2025, total availability under the Revolver was $ 4,892 , and no letters of credit were outstanding.

As of June 30, 2025 and September 30, 2024, the Company had effective interest rates of 9.7 % and 8.1 %, respectively, under its revolving credit agreements.

hence, the Term Loan and the Revolver were each classified as current maturities of long-term debt in the consolidated condensed balance sheet as of December 31, 2025.

As of December 31, 2025, the Company was in compliance with its FCCR covenant.

As of December 31, 2025, total availability under the Revolver was $ 16,063 , and no letters of credit were outstanding.

As of December 31, 2025 and September 30, 2025, the Company had effective interest rates of 10.5 % and 9.8 %, respectively, under its revolving credit agreements.

Debt issuance costs

As of June 30, 2025 and September 30, 2024, the Company had debt issuance costs related to its outstanding revolving credit agreements of $ 556 and $ 461 , respectively, which are included in the consolidated condensed balance sheets as a deferred charge in other current assets, net of amortization of $ 124 and nil , respectively.

As of June 30, 2025, the Company had debt

issuance costs related to the Term Loan of $ 83 , which are included net of debt in the consolidated condensed balance sheets, net of amortization of $ 25 .

As of December 31, 2025 and September 30, 2025, the Company had debt issuance costs related to its outstanding revolving credit agreement of $ 556 , respectively, which is included in the consolidated condensed balance sheets as a deferred charge in other current assets, net of amortization of $ 216 and $ 170 , respectively.

As of December 31, 2025 and September 30, 2025, the Company had debt issuance costs related to the Term Loan of $ 83 , which are included net of debt in the consolidated condensed balance sheets, net of amortization of $ 41 and $ 33 , respectively.

In April 2019, the Company entered into an economic development loan in the amount of $ 864 with FirstEnergy Corporation (“FirstEnergy”) through its Ohio Electric Security Plan (“ESP”) in effect at that time (the “ED Loan”).

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Prime Rate plus 1.0 %.

As of June 30, 2025 and September 30, 2024, the Company had outstanding balances under the ED Loan of $ 144 and $ 133 , respectively.

As of December 31, 2025 and September 30, 2025, the Company had outstanding balances under the ED Loan of $ 157 and $ 147 , respectively.

Beginning on October 1, 2019, FirstEnergy invoiced the Company on a quarterly basis and payments were made accordingly.

However, in light of recent difficulties experienced by FirstEnergy, the Company has not received invoices (or other requests for payment) since its October 2023 payment, and all attempts at correspondence with FirstEnergy have gone unanswered.

Due to the lack of communication with the lender, the Company has been unable to make the remaining three installment payments and consider the outstanding balance a potential contingent cash payment under the ED Loan until a formal letter of forgiveness or other determination is received.

The Company will continue efforts to resolve this obligation in the near future.

While we expect to meet the standards for full forgiveness of the ED Loan, there is no assurance that we will be granted such forgiveness.

City of Cleveland

In May 2019, the Company entered into a vacant property initiative loan agreement with the City of Cleveland in the amount of $ 180 at an annual interest rate of 3.6 % to construct a die storage building near our Cleveland, OH facility (the “VPI Loan”).

The VPI Loan matures in five years with a final balloon payment of all outstanding principal and interest and is forgivable in full contingent upon the Company creating a minimum number of new jobs and maintaining minimum employment levels during the term of the loan.

As of both June 30, 2025 and September 30, 2024, the Company had amounts outstanding under the VPI Loan of $ 220 .

Due to the effects of the worldwide pandemic, the Company experienced declines in demand for its products and sales, which hindered the Company's ability to grow its workforce and maintain it at or above the required levels.

The Company is currently in discussions with the City of Cleveland for forgiveness of the VPI Loan under extenuating circumstances beyond the Company's control.

Until a final determination is made by the City of Cleveland, the Company has not made payments on the VPI Loan, which may become payable in full if forgiveness is not approved.

The Company will continue efforts to resolve this obligation in the near future.

While we expect to meet the standards for full forgiveness of the VPI Loan, there is no assurance that we will be granted such forgiveness.

The Company has not received an invoice from First Energy since October 2023, and attempts to contact the lender have been unsuccessful.

For each interim reporting period, the Company makes an estimate of the effective tax rate it expects to be applicable for the full fiscal year for its operations.

This estimated effective rate is used in providing for income taxes on a year-to-date basis.

The Company’s effective tax rate through the first nine months of fiscal 2025 was ( 37.2 )%, compared with ( 0.2 )% for the same period of fiscal 2024.

The decrease in the effective rate was primarily attributable to changes in jurisdictional mix of income in fiscal 2025 compared with the same period of fiscal 2024.

The Company’s effective tax rate through the first three months of fiscal 2026 was 18.5 %, compared with ( 0.2 )% for the same period of fiscal 2025.

The increase in the effective rate was primarily attributable to changes in jurisdictional mix of income in fiscal 2026 compared with the same period of fiscal 2025 along with the Company's transition from a pre-tax loss to a pre-tax income position.

The effective tax rate differs from the U.S.

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Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Service cost $ 32 $ 43

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Amortization of net loss 17 23

Settlement cost — 60 0 60

Net periodic pension cost $ 16 $ 38

During the nine months ended June 30, 2025 and 2024, the Company made $ 175 and $ 32 in cash contributions, and zero and $ 87 in non-cash contributions utilizing carryover balance, respectively, to its defined benefit pension plans.

The Company anticipates making $ 121 in cash contributions to fund its defined benefit pension plans for the balance of fiscal 2025, and will use carryover balances from previous periods that have been available for use as a credit to reduce the amount of cash contributions that the Company is required to make to certain defined benefit plans in fiscal 2025.

The Company’s ability to elect to use such carryover balance will be determined based on the actual funded status of each defined benefit pension plan relative to the plan’s minimum regulatory funding requirements.

During the three months ended December 31, 2025 and 2024, the Company made $ 104 and $ 42 in cash contributions to its defined benefit pension plans.

The Company anticipates making $ 297 in cash contributions to fund its defined benefit pension plans for the balance of fiscal 2026.

The Company does not anticipate making cash contributions above the minimum funding requirement to fund its defined benefit pension plans during the balance of fiscal 2026.

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The Company has outstanding equity awards under the Company’s 2007 Long-Term Incentive Plan (the “2007 Plan”) and the Company’s 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016) (as further amended, the “2016 Plan”), and awards performance and restricted shares under the 2016 Plan.

In the first nine months of fiscal 2025, the Company granted 47 time-based restricted shares under the 2016 Plan to non-employee directors with a grant date fair value of $ 3.70 per share.

The awards vest over one year .

In the first nine months of fiscal 2025, the Company granted 10 time-based restricted shares under the 2016 Plan to certain key employees with a grant date fair value of $ 4.14 per share.

In the first three months of fiscal 2026, the Company granted 50 time-based restricted shares under the 2016 Plan to certain key employees with a grant date fair value of $ 6.73 per share.

The awards vest over three years .

There were 42 shares forfeited during the nine months ended June 30, 2025.

No performance-based shares were granted during the nine months ended June 30, 2025.

If all outstanding share awards are ultimately earned and vest at the target number of shares, there are approximately 370 shares that remain available for award as of June 30, 2025.

There were 17 shares forfeited during the three months ended December 31, 2025.

No performance-based shares were granted during the three months ended December 31, 2025.

If all outstanding share awards are ultimately earned and vest at the target number of shares, there are approximately 342 shares that remain available for award as of December 31, 2025.

If any of the outstanding share awards are ultimately earned and vest at greater than the target number of shares, up to a maximum of 150 % of such target, then a fewer number of shares would be available for award.

Stock-based compensation expense under the 2016 Plan was $ 135 and $ 243 during the first nine months of fiscal 2025 and 2024, respectively, and $ 47 and $ 72 during the three months ended June 30, 2025 and 2024, respectively, within selling, general and administrative expense on the consolidated condensed statements of operations.

As of June 30, 2025, there was $ 170 of total unrecognized compensation cost related to the performance shares and restricted shares awarded under the 2016 Plan.

Stock-based compensation expense under the 2016 Plan was $ 66 and $ 21 during the first three months of fiscal 2026 and 2025, respectively, within selling, general and administrative expense on the consolidated condensed statements of operations.

As of December 31, 2025, there was $ 357 of total unrecognized compensation cost related to the performance shares and restricted shares awarded under the 2016 Plan.

The Company expects to recognize this cost over the next 1.4 years.

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• Certain military contracts, which relate to the provisions of specialized or unique goods to the U.S.

government with no alternative use, include provisions within the contract that are subject to the Federal Acquisition Regulation

government with no alternative use, include provisions within the contract that are subject to the Federal Acquisition Regulation (“FAR”).

The FAR provision allows the customer to unilaterally terminate the contract for convenience and requires the customer to pay the Company for costs incurred plus reasonable profit margin and take control of any work in process.

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Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Commercial revenue $ 8,678 $ 11,157

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Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Aerospace components for:

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All revenue based on selling locations originated from the Company’s U.S.

In addition to the disaggregated revenue information provided above, approximately 61 % and 52 % of total net sales for the nine months ended June 30, 2025 and 2024, respectively, was recognized on an over-time basis because of the continuous transfer of control to the customer, with the remainder recognized at a point in time.

In addition to the disaggregated revenue information provided above, approximately 66 % and 53 % of total net sales for the three months ended December 31, 2025 and 2024, respectively, was recognized on an over-time basis because of the continuous transfer of control to the customer, with the remainder recognized at a point in time.

Contract Balances

The following table contains a roll forward of contract assets and contract liabilities for the nine months ended June 30, 2025 and 2024:

2025 June 30,

The following table contains a roll forward of contract assets and contract liabilities for the three months ended December 31, 2025 and 2024:

2025 December 31,

Contract assets — beginning balance

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$ 11,045 $ 10,119

2025 June 30,

2025 December 31,

Contract liabilities — beginning balance

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Contract liabilities — ending balance $ 7,486 $ 2,384

During the three and nine months ended June 30, 2025, the Company recognized revenues of approximately $ 2,050 and $ 3,716 , respectively, that were included in contract liabilities at the beginning of fiscal year 2025.

During the three and nine months ended June 30, 2024, the Company recognized revenues of approximately $ 0 and $ 1,523 , respectively, that were included in contract liabilities at the beginning of fiscal year 2024.

Accounts receivable were $ 15,638 and $ 17,970 as of September 30, 2023 and June 30, 2024, respectively.

There were no material impairment losses recorded on contract assets as of June 30, 2025 and September 30, 2024.

During the three months ended December 31, 2025, the Company recognized revenues of approximately $ 916 , that was included in contract liabilities at the beginning of fiscal year 2026.

During the three months ended December 31, 2024, the Company recognized revenues of approximately $ 935 , that was included in contract liabilities at the beginning of fiscal year 2025.

Accounts receivable were $ 17,272 and $ 16,848 as of September 30, 2024 and December 31, 2024, respectively.

There were certain contracts that met the criteria for loss recognition, a loss contract reserve of $ 461 and $ 325 was recorded as of December 31, 2025 and September 30, 2025, respectively.

Remaining performance obligations

As of June 30, 2025, the Company has $ 130,419 of remaining performance obligations (including contract assets), of which $ 92,525 are anticipated to be complete within the next 12 months.

As of December 31, 2025, the Company has $ 139,454 of remaining performance obligations, of which $ 87,905 are anticipated to be complete within the next 12 months, and the remaining thereafter.

Commitments and Contingencies

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however, it is possible that the Company’s future operating results could be affected by future costs of litigation.

Related Party Transactions

In October 2024, the Company repaid all amounts outstanding under its secured subordinated loan from Garnet Holdings, Inc., a California corporation owned and controlled by Mark J.

Silk (“GHI”) (Mr.

Silk is a member of the Board of Directors of the Company and considered a related party), in the original principal amount of $ 3,000 , as well as accrued paid-in-kind interest.

As part of the guaranty and subordinated promissory note with GHI, the Company paid fees of $ 880 and $ 150 , respectively.

See Note 6 — Debt for further information.

Business Information

The Company is a party to collective bargaining agreements (“CBA”) with certain employees located in Cleveland, which has two bargaining units.

The Company’s Cleveland bargaining unit 1 ratified its CBA in fiscal 2020 and such CBA expired on May 15, 2025.

On May 9, 2025, t he Company reached an agreement on a new CBA with the International Association of Machinists (“IAM”) and its employee members.

The new CBA took effect on May 15, 2025 and contains substantially similar terms and conditions as the expired CBA.

The second bargaining unit, under its new representative the International Brotherhood of Boilermakers (“IBB”), was ratified in fiscal 2022 and expired on March 31, 2025.

The Company continues to be in negotiations with the IBB and its employee members, who continue to work under the terms of the expired IBB CBA.

The Company anticipates ratification of a new agreement during the fourth quarter of fiscal 2025 with substantially similar terms and conditions as the expired IBB CBA.

On October 3, 2025, the Company received written notice of potential violations of the Clean Water Act and California’s General Industrial Storm Water Permit occurring at Quality Aluminum Forge, LLC’s facilities located at 820 North Cypress

Street & 794 North Cypress Street, Orange, California 92867.

On December 23, 2025, the Company received written Notice of Violations and Intent to File Suit Under the Federal Water Pollution Control Act regarding potential violations of the Clean Water Act and California’s General Industrial Storm Water Permit occurring at Quality Aluminum Forge, LLC’s facilities located at 820 North Cypress Street & 794 North Cypress Street, Orange, California 92867.

The Company is currently reviewing the aforementioned notices, validating the violations alleged therein, and, to the extent applicable, determining the extent of remediation efforts that may be required in connection therewith, and has engaged an environmental consultant to assist with analyzing fees, penalties and legal costs that could potentially be assessed.

While the Company records reserves for legal disputes and regulatory matters in accordance to U.S.

GAAP, the ultimate resolution of such matters are inherently uncertain, and actual results may differ significantly from current estimates.

Based on the foregoing, the Company recorded an estimate for these contingent liabilities of $ 156 as of December 31, 2025.

Segment Information

The Company identifies itself as one operating segment, SIFCO, which is a manufacturer of forgings and machined components for the A&E, defense, and commercial space markets.

The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer.

The CODM has the ultimate decision-making authority for resource allocation and assessing the performance of the Company.

As such, the CODM reviews the income (loss) from continuing operations as a measure of segment profit or loss, as well as segment expense included in the below table, to evaluate operating performance, generate future operating plans and make strategic decisions.

The CODM also uses these measures in monitoring plan versus actual results.

The CODM does not review segment assets at a different asset level or category than those disclosed in the consolidated balance sheets.

Three Months Ended December 31,

Net sales $ 23,973 $ 20,883

Cost of goods sold 18,784 19,955

Selling, general and administrative expenses 2,646 2,840

Other¹ 753 510

Income (Loss) from continuing operations $ 1,790 $ ( 2,422 )

¹ Other items include gain on disposal of operating assets, interest expense, gain on forgiven loan, foreign currency exchange loss (gain), other (income) expense, and income tax expense.

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.

What changed 10-Q

Item 1. Financial Statements