UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2019~~March 31, 2020



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-5978

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)



Ohio		34-0553950
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

970 East 64th Street, Cleveland Ohio		44103
(Address of principal executive offices)		(Zip Code)

(216) 881-8600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	ý

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	SIF	NYSE American

The number of the Registrant’s Common Shares, par value $1.00, outstanding at ~~June 30, 2019~~March 31, 2020 was ~~5,733,318.~~5,916,123.

Part I. Financial Information

Item 1. Financial Statements

SIFCO Industries, Inc. and Subsidiaries

Consolidated Condensed Statements of Operations

(Unaudited)

(Amounts in thousands, except per share data)


	Three Months Ended June 30,						Nine Months Ended June 30,						Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Net sales	$	24,873		$	28,681		$	81,331		$	80,726		$	30,537		$	27,392		$	56,744		$	56,458
Cost of goods sold	23,486			25,402			75,119			72,889			24,260			25,304			47,143			51,633
Gross profit	1,387			3,279			6,212			7,837			6,277			2,088			9,601			4,825
Selling, general and administrative expenses	3,481			3,864			11,375			11,796			3,321			3,784			7,529			7,894
Goodwill impairment	8,294			—			8,294			—
Amortization of intangible assets	411			427			1,239			1,286			408			413			817			828
Loss (gain) on disposal or impairment of operating assets	—			357			(282		)	(1,071		)	41			—			41			(282		)
Gain on insurance proceeds received	(3,304		)	—			(4,468		)	—			(1,000		)	(1,164		)	(1,000		)	(1,164		)
Operating loss	(7,495		)	(1,369		)	(9,946		)	(4,174		)
Operating income (loss)													3,507			(945		)	2,214			(2,451		)
Interest income	(1		)	—			(3		)	(29		)	—			(1		)	—			(2		)
Interest expense	230			417			838			1,304			262			315			513			607
Foreign currency exchange gain, net	(3		)	(32		)	(4		)	(112		)
Other income, net	(15		)	(4		)	(50		)	(400		)
Loss before income tax benefit	(7,706		)	(1,750		)	(10,727		)	(4,937		)
Income tax benefit	(336		)	(218		)	(816		)	(456		)
Net loss	$	(7,370	)	$	(1,532	)	$	(9,911	)	$	(4,481	)
Foreign currency exchange gain (loss), net													(1		)	(1		)	—			(1		)
Other loss (income), net													25			(34		)	(84		)	(35		)
Income (loss) before income tax benefit													3,221			(1,224		)	1,785			(3,020		)
Income tax (benefit) expense													(39		)	34			(134		)	(480		)
Net income (loss)													$	3,260		$	(1,258	)	$	1,919		$	(2,540	)

Net loss per share
Net income (loss) per share
Basic	$	(1.32	)	$	(0.28	)	$	(1.78	)	$	(0.81	)	$	0.57		$	(0.23	)	$	0.34		$	(0.46	)
Diluted	$	(1.32	)	$	(0.28	)	$	(1.78	)	$	(0.81	)	$	0.57		$	(0.23	)	$	0.33		$	(0.46	)

Weighted-average number of common shares (basic)	5,571			5,535			5,556			5,524			5,679			5,561			5,645			5,548
Weighted-average number of common shares (diluted)	5,571			5,535			5,556			5,524			5,770			5,561			5,748			5,548

See notes to unaudited consolidated condensed financial statements.

SIFCO Industries, Inc. and Subsidiaries

Consolidated Condensed Statements of Comprehensive ~~Loss~~Income (Loss)

(Unaudited)

(Amounts in thousands)


	Three Months Ended June 30,						Nine Months Ended June 30,						Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018			2020			2019			2020		2019
Net loss	$	(7,370	)	$	(1,532	)	$	(9,911	)	$	(4,481	)
Net income (loss)													$	3,260		$	(1,258	)	$	1,919	$	(2,540	)
Other comprehensive income (loss):
Foreign currency translation adjustment	146			(1,048		)	(441		)	(217		)	(130		)	(159		)	63		(587		)
Retirement plan liability adjustment	108			161			322			483			249			107			437		215
Interest rate swap agreement adjustment	—			—			—			19
Comprehensive loss	$	(7,116	)	$	(2,419	)	$	(10,030	)	$	(4,196	)
Comprehensive income (loss)													$	3,379		$	(1,310	)	$	2,419	$	(2,912	)

See notes to unaudited consolidated condensed financial statements.

SIFCO Industries, Inc. and Subsidiaries

Consolidated Condensed Balance Sheets

(Amounts in thousands, except per share data)


	June 30, 2019			September 30, 2018			March 31, 2020			September 30, 2019
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	701		$	1,252		$	345		$	341
Receivables, net of allowance for doubtful accounts of $510 and $520, respectively	20,257			28,001
Receivables, net of allowance for doubtful accounts of $371 and $521, respectively							21,691			23,159
Other receivables							—			3,500
Contract asset	8,910			—			12,520			10,349
Inventories, net	11,944			18,269			13,402			10,509
Refundable income taxes	659			126			131			141
Prepaid expenses and other current assets	1,527			1,900			1,846			1,459
Assets held for sale	—			35
Total current assets	43,998			49,583			49,935			49,458
Property, plant and equipment, net	37,590			35,390			41,487			39,610
Operating lease right-of-use assets, net							17,699			—
Intangible assets, net	3,791			5,076			2,517			3,320
Goodwill	3,493			12,020			3,493			3,493
Other assets	167			168			165			218
Total assets	$	89,039		$	102,237		$	115,296		$	96,099
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	5,684		$	5,944		$	4,860		$	5,786
Revolver	12,689			21,253			17,191			15,542
Short-term operating lease liabilities							1,195			—
Accounts payable	16,715			15,513			16,681			19,799
Accrued liabilities	6,337			5,107			6,814			5,557
Total current liabilities	41,425			47,817			46,741			46,684
Long-term debt, net of current maturities	2,366			2,332			1,903			2,052
Long-term operating lease liabilities, net of short-term							16,576			—
Deferred income taxes	2,112			2,413			1,601			1,718
Pension liability	5,010			5,339			9,008			9,528
Other long-term liabilities	64			147			777			63
Shareholders’ equity:
Serial preferred shares, no par value, authorized 1,000 shares	—			—			—			—
Common shares, par value $1 per share, authorized 10,000 shares; issued and outstanding shares 5,773 at June 30, 2019 and 5,690 at September 30, 2018	5,773			5,690
Common shares, par value $1 per share, authorized 10,000 shares; issued and outstanding shares 5,916 at March 31, 2020 and 5,777 at September 30, 2019							5,916			5,777
Additional paid-in capital	10,294			10,031			10,516			10,438
Retained earnings	30,743			37,097			35,067			33,148
Accumulated other comprehensive loss	(8,748		)	(8,629		)	(12,809		)	(13,309		)
Total shareholders’ equity	38,062			44,189			38,690			36,054
Total liabilities and shareholders’ equity	$	89,039		$	102,237		$	115,296		$	96,099

See notes to unaudited consolidated condensed financial statements.

SIFCO Industries, Inc. and Subsidiaries

Consolidated Condensed Statements of Cash Flows

(Unaudited, Amounts in thousands)


	Nine Months Ended June 30,						Six Months Ended March 31,
	2019			2018			2020			2019
Cash flows from operating activities:
Net loss	$	(9,911	)	$	(4,481	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)							$	1,919		$	(2,540	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	5,735			6,479			3,731			3,840
Amortization and write-off of debt issuance cost	72			174			52			45
Gain on disposal of operating assets or impairment of operating assets	(282		)	(1,071		)
Loss (gain) on disposal of operating assets or impairment of operating assets							41			(282		)
Gain on insurance proceeds received	(4,468		)	—			(1,000		)	(1,164		)
Goodwill impairment	8,294			—
LIFO expense	98			299
LIFO effect							(11		)	(57		)
Share transactions under company stock plan	367			428			216			426
Other long-term liabilities	(80		)	(212		)	(90		)	(78		)
Deferred income taxes	(251		)	(1,005		)	(135		)	(143		)
Changes in operating assets and liabilities:
Receivables	7,602			768			1,533			5,247
Contract assets	1,230			—			(2,171		)	1,380
Inventories	(411		)	(991		)	(2,858		)	1,291
Refundable taxes	(533		)	194			10			(299		)
Prepaid expenses and other current assets	400			(377		)	(434		)	60
Other assets	1			107			42			(174		)
Accounts payable	235			1,289			(3,296		)	(3,007		)
Other accrued liabilities	1,295			(565		)	2,051			425
Accrued income and other taxes	(21		)	(379		)	(14		)	25
Net cash provided by operating activities	9,372			657
Net cash (used for) provided by operating activities							(414		)	4,995
Cash flows from investing activities:
Insurance proceeds received	5,574			—			4,500			2,270
Proceeds from disposal of operating assets	317			3,023			—			317
Capital expenditures	(7,036		)	(1,776		)	(4,596		)	(3,752		)
Net cash (used in) provided by investing activities	(1,145		)	1,247
Net cash used for investing activities							(96		)	(1,165		)
Cash flows from financing activities:
Proceeds from long-term debt	2,748			1,218			137			227
Payments on long-term debt	(1,127		)	(2,586		)	(568		)	(701		)
Proceeds from revolving credit agreement	50,818			55,907			59,372			25,469
Repayments of revolving credit agreement	(59,383		)	(54,971		)	(57,723		)	(28,092		)
Payment of debt issue costs	(132		)	(100		)	—			(105		)
Short-term debt borrowings	3,447			4,744			1,542			3,335
Short-term debt repayments	(5,093		)	(5,819		)	(2,257		)	(3,247		)
Share retirement	(62		)	—			—			(62		)
Net cash used for financing activities	(8,784		)	(1,607		)
Increase (Decrease) in cash and cash equivalents	(557		)	297
Net cash provided by (used for) financing activities							503			(3,176		)
Increase (decrease) in cash and cash equivalents							(7		)	654
Cash and cash equivalents at the beginning of the period	1,252			1,399			341			1,252
Effect of exchange rate changes on cash and cash equivalents	6			(21		)	11			(3		)
Cash and cash equivalents at the end of the period	$	701		$	1,675		$	345		$	1,903
Supplemental disclosure of cash flow information of operations:
Cash paid for interest	$	(781	)	$	(1,091	)	$	(419	)	$	(551	)
Cash paid for income taxes, net	$	(103	)	$	(645	)	$	(34	)	$	(57	)
Non-cash investing activities:
Additions to property, plant & equipment - incurred but not yet paid							$	141		$	498

See notes to unaudited consolidated condensed financial statements.

SIFCO Industries, Inc. and Subsidiaries

Consolidated Condensed Statements of Shareholders’ Equity

(Unaudited, Amounts in thousands)

Nine Months Ended
June 30, 2019
Common
Shares Amount
Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity
Balance - September 30, 2018 5,690
$ 5,690
$ 10,031
$ 37,097
$ (8,629 ) $ 44,189

Cumulative effect of the new revenue standard —
—
—
3,598
—
3,598
Comprehensive loss —
—
—
(9,911 )
(119 ) (10,030 )
Share retirement (21 ) (21 ) —
(41 ) —
(62 )
Performance and restricted share expense —
—
367
—
—
367
Share transactions under equity based plans 104
104
(104 ) —
—
—
Balance - June 30, 2019 5,773
$ 5,773
$ 10,294
$ 30,743
$ (8,748 ) $ 38,062



	Six Months Ended March 31, 2020
	Common			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares	Amount		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance - September 30, 2019	5,777	$	5,777	$	10,438		$	33,148	$	(13,309	)	$	36,054

Comprehensive income	—	—		—			1,919		500			2,419
Performance and restricted share expense	—	—		225			—		—			225
Share transactions under equity based plans	139	139		(147		)	—		—			(8		)
Balance - March 31, 2020	5,916	$	5,916	$	10,516		$	35,067	$	(12,809	)	$	38,690

Three Months Ended
June 30, 2019
Common
Shares Amount
Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity
Balance - March 31, 2019 5,773
$ 5,773
$ 10,353
$ 38,113
$ (9,002 ) $ 45,237

Comprehensive loss —
—
—
(7,370 ) 254
(7,116 )
Performance and restricted share expense —
—
(59 ) —
—
(59 )
Balance - June 30, 2019 5,773
$ 5,773
$ 10,294
$ 30,743
$ (8,748 ) $ 38,062



	Three Months Ended March 31, 2020
	Common			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares	Amount		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance - December 31, 2019	5,863	$	5,863	$	10,503		$	31,807	$	(12,928	)	$	35,245

Comprehensive income	—	—		—			3,260		119			3,379
Performance and restricted share expense	—	—		70			—		—			70
Share transactions under equity based plans	53	53		(57		)	—		—			(4		)
Balance - March 31, 2020	5,916	$	5,916	$	10,516		$	35,067	$	(12,809	)	$	38,690


	Nine Months Ended June 30, 2018															Six Months Ended March 31, 2019
	Common															Common					Additional Paid-In Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Shareholders’ Equity
	Shares	Amount		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity			Shares		Amount							Retained Earnings				Accumulated Other Comprehensive Loss				Total Shareholders’ Equity
Balance - September 30, 2017	5,596	$	5,596	$	9,519		$	44,267		$	(9,250	)	$	50,132
Balance - September 30, 2018																5,690		$	5,690		Additional Paid-In Capital			$	10,031			$	37,097			$	(8,629	)		$	44,189

Cumulative effect for the adoption of ASC 606																—		—			—				3,598				—				3,598
Comprehensive loss	—	—		—			(4,481		)	285			(4,196		)	—		—			—				(2,540		)		(372		)		(2,912		)
Share retirement																(21	)	(21		)	—				(41		)		—				(62		)
Performance and restricted share expense	—	—		435			—			—			435			—		—			446				—				—				446
Share transactions under equity based plans	95	95		(104		)	—			—			(9		)	104		104			(124		)		—				—				(20		)
Balance - June 30, 2018	5,691	$	5,691	$	9,850		$	39,786		$	(8,965	)	$	46,362

Balance - March 31, 2019																5,773		$	5,773		$	10,353			$	38,114			$	(9,001	)		$	45,239

Three Months Ended
June 30, 2018
Common
Shares Amount
Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Shareholders’
Equity
Balance - March 31, 2018 5,691
$ 5,691
$ 9,664
$ 41,318
$ (8,078 ) $ 48,595

Comprehensive loss —
—
(1,532 ) (887 ) (2,419 )
Performance and restricted share expense —
186
—
—
186
Balance - June 30, 2018 5,691
$ 5,691
$ 9,850
$ 39,786
$ (8,965 ) $ 46,362



	Three Months Ended March 31, 2019
	Common					Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares		Amount			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance - December 31, 2018	5,736		$	5,736		$	10,221		$	39,413		$	(8,949	)	$	46,421

Comprehensive loss	—		—			—			(1,258		)	(52		)	(1,310		)
Share retirement	(21	)	(21		)	—			(41		)	—			(62		)
Performance and restricted share expense	—		—			208			—			—			208
Share transactions under equity based plans	58		58			(76		)	—			—			(18		)
Balance - March 31, 2019	5,773		$	5,773		$	10,353		$	38,114		$	(9,001	)	$	45,239

See notes to unaudited consolidated condensed financial statements.

SIFCO Industries, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

(Amounts in thousands, except per share data)


1.	Summary of Significant Accounting Policies

A. Principles of Consolidation

The accompanying unaudited consolidated condensed financial statements include the accounts of SIFCO Industries, Inc. and its wholly-owned subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation.

The U.S. dollar is the functional currency for all of the Company’s U.S. operations and its ~~Irish~~non-operating subsidiaries. For these operations, all gains and losses from completed currency transactions are included in ~~income currently.~~income. The functional currency for the Company's other non-U.S. subsidiaries is the Euro. 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. 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 fiscal ~~2018~~2019 Annual Report on Form 10-K. The year-end consolidated balance sheet data was derived from the audited financial statements and disclosures required by accounting principles generally accepted in the United States ("U.S."). The results of operations for any interim period are not necessarily indicative of the results to be expected for other interim periods or the full year.

COVID-19

In March 2020, the novel strain of coronavirus ("COVID-19") was recognized as a pandemic by the World Health Organization, and the outbreak subsequently became increasingly widespread in the United States and other countries in which we operate.

The Company has taken proactive steps to ensure the safety of its employees and customers as well as to preserve the Company’s financial flexibility. The Company will continue to monitor the development of and responses to the COVID-19 pandemic and the impact of COVID-19 on its business and respond accordingly. The full impact of the COVID-19 outbreak on the Company continues to evolve subsequent to the quarter ended March 31, 2020 and as of the date these unaudited consolidated condensed financial statements are issued. As such, the full magnitude that the pandemic will have on the Company’s financial condition, liquidity and future results of operations is uncertain. As the pandemic continues to impact operations of businesses across the world, our ability to meet customer demands for products may be impaired or, similarly, our customers have experienced and may continue to experience adverse business consequences. Reduced demand for products or impaired ability to meet customer demand (including as a result of disruptions at our facilities, to transportation of products, and/or vendors) could have a material adverse effect on our business, operations and financial performance. Given the evolution of the COVID-19 pandemic and the varied global responses to curb its spread, the Company is not presently able to estimate the effects of the COVID-19 outbreak on its future results of operations, financial condition or liquidity for fiscal year 2020.

B. Accounting Policies

A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company's fiscal ~~2018~~2019 Annual Report on Form 10-K. ~~In May 2014,~~Since the ~~Financial Accounting Standards Board ("FASB") issued~~Annual Report, the Company has implemented Accounting Standards Update ("ASU") ~~2014-09,~~2016-02, "~~Revenue from Contracts with Customers~~Leases (Topic ~~606)~~842)" and ~~in March 2017, the FASB issued~~ ASU ~~2017-07,~~2018-11, "~~Compensation - Retirement Benefits~~Leases (Topic ~~715): Improving the Presentation of the Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost,~~842) Targeted Improvements," (collectively with ASU 2016-02, "Topic 842"), which ~~were~~was adopted by the Company on October 1, ~~2018.~~2019 using the cumulative-effect adjustment transition method. Significant changes to the Company's accounting policies as a result of adopting ~~ASU 2014-09 (the "new revenue standard")~~Topic 842 are referenced below within section E. Recently Adopted Accounting Standards and ~~ASU 2017-07 are discussed below:~~

~~Revenue~~

A contract exists when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Revenue is recognized when performance obligations under the terms of the contract with a customer of the Company are satisfied. A portion of the Company's revenue is from purchase orders ("PO's"), which continue to be recognized as of a point in time when products are shipped from the Company's manufacturing facilities or at a later time when control of the products transfers to the customer. Revenue was previously recognized for certain long-term agreements ("LTA's"), firm fixed pricing agreements, and PO's at the point in time when the shipping terms were satisfied. Under the new revenue standard, the Company now recognizes certain revenue over time as it satisfies the performance obligations because the conditions of transfer of control to the applicable customer are as follows:

Certain military contracts, which support providing goods to the U.S. government, 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.

For certain commercial contracts involving customer-specific products, the contract may fall under the FAR clause provisions noted above for military contracts or may include certain provisions within their contract that the customer controls the work in process based on contractual termination clauses or restrictions of the Company's use of the product and the Company possesses a right to payment for work performed to date plus reasonable profit margin.

As a result of control transferring over time for these products, revenue is recognized based on progress toward completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products to be provided. The Company has elected to use the cost to cost input method of progress based on costs incurred for these contracts because it best depicts the transfer of goods to the customer based on incurring costs on the contracts. Under this method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred.

Revenue is measured at the amount of consideration the Company expects to receive in exchange for transferring goods. An accounting policy election to exclude from transaction price was made for sales, value add, and other taxes the Company collects concurrent with revenue-producing activities when applicable. The Company has elected to recognize incremental costs incurred to obtain contracts, which primarily represent commissions paid to third party sales agents where the amortization period would be less than one year, as selling, general and administrative expenses in the consolidated condensed statements of operations as incurred.

The Company elected a practical expedient under Topic 606 to not adjust the promised amount of consideration for the effects of any significant financing component where the Company expects, at contract inception, that the period between when the Company transfers a promised good to a customer and when the customer pays for that good will be one year or less. Finally, the Company's policy is to exclude performance obligations resulting from contracts with a duration of one year or less from its disclosures related to remaining performance obligations.

~~The amount of consideration to which the Company expects to be entitled in exchange for the goods is not generally subject to significant variations.~~

The Company has elected to recognize the cost of freight and shipping when control of the products has transferred to the customer as an expense in cost of goods sold on the consolidated condensed statements of operations, because those are costs incurred to fulfill the promise recognized, not a separate performance obligation. To the extent certain freight and shipping fees are charged to customers, the Company recognizes the amounts charged to customers as revenues and the related costs as an expense in cost of goods sold when control of the related products has transferred to the customer.

Contracts are occasionally modified to account for changes in contract specifications, requirements, and pricing. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Substantially all of the Company's contract modifications are for goods that are distinct from the existing contract. Therefore, the effect of a contract modification on the transaction price and the Company's measure of progress for the performance obligation to which it relates is generally recognized on a prospective basis.

~~Contract Balances~~

Contract assets on the consolidated condensed balance sheets is recognized when a good is transferred to the customer and the Company does not have the contractual right to bill for the related performance obligations. In these instances, revenue recognized exceeds the amount billed to the customer and the right to payment is not solely subject to the passage of time. Amounts do not exceed their net realizable value. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Payment from customers are received based on the terms established in the contract with the customer.

~~Pension Benefits~~

With the adoption of ASU 2017-07 on October 1, 2018, service cost is included in other employee compensation costs within operating income and is the only component that may be capitalized when applicable. The other components of net periodic benefit cost are presented separately outside of operating income. The Company retrospectively adopted ASU 2017-07 and reclassified prior-year amounts using a practical expedient that permits the usage of amounts disclosed below in Note 7,4, ~~Retirement Benefit Plans~~. Results showed expense for both the three months and nine months ended of fiscal 2019 and 2018 were reclassified from cost of sales and selling, general and administrative expenses, respectively, to other (income) expense, net and were not material to the consolidated condensed statement of operations.Leases.

C. Net ~~Loss~~Income/(Loss) per Share

The Company’s net income and loss per basic share has been computed based on the weighted-average number of common shares outstanding. ~~Due~~Net income in the current period, per diluted share reflects the effect of the Company's outstanding restricted shares and performance shares under the treasury method. In the prior period, due to the net loss for each reporting period, zero restricted shares are included in the calculation of ~~basic or~~ diluted earnings per share because the effect would be anti-dilutive. The dilutive effect ~~of the Company’s restricted shares and performance shares were~~is as follows:

Three Months Ended
June 30, Nine Months Ended
June 30,
2019 2018 2019 2018
Net loss $ (7,370 ) $ (1,532 ) $ (9,911 ) $ (4,481 )

Weighted-average common shares outstanding (basic and diluted) 5,571
5,535
5,556
5,524

Net loss per share – basic and diluted:
Net loss per share $ (1.32 ) $ (0.28 ) $ (1.78 ) $ (0.81 )

Anti-dilutive weighted-average common shares excluded from calculation of diluted earnings per share 202
156
200
135



	Three Months Ended March 31,					Six Months Ended March 31,
	2020		2019			2020		2019
Net Income (loss)	$	3,260	$	(1,258	)	$	1,919	$	(2,540	)

Weighted-average common shares outstanding (basic and diluted)	5,679		5,561			5,645		5,548
Effect of dilutive securities:
Restricted shares	89		—			102		—
Performance shares	2		—			1		—
Weighted-average common shares outstanding (basic and diluted)	5,770		5,561			5,748		5,548

Net income (loss) per share – basic:	$	0.57	$	(0.23	)	$	0.34	$	(0.46	)

Net income (loss) per share – diluted:	$	0.57	$	(0.23	)	$	0.33	$	(0.46	)

Anti-dilutive weighted-average common shares excluded from calculation of diluted earnings per share	215		214			147		200

D. Impact of Recently Issued Accounting Standards

~~In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)~~” and subsequent updates. The ASU's require lessees to recognize a lease liability and a right-of-use asset on the balance sheet by those leases with a lease term of more than twelve months. The standard allows for a modified retrospective transition for finance and operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial adoption. Alternatively, the Company can elect the optional transition method to the adoption for lessees related to finance and operating leases existing at, or entered into after October 1, 2019, and the Company will record a cumulative effect adjustment to retained earnings on the same date, if necessary. This optional transition method will not require any restatements prior to the Company's 2020 fiscal year. The Company will adopt the new guidance on October 1, 2019, and has put together a project plan and team, compiled population of leases and is in process to perform search for unrecorded leases. As the implementation progresses, the Company will determine the extent of the impact on its consolidated condensed financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and subsequent updates. ASU 2016-13 changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The new guidance will replace the current incurred loss approach with an expected loss model. The new expected credit loss impairment model will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt instruments, net investments in leases, loan commitments and standby letters of credit. Upon initial recognition of the exposure, the expected credit loss model requires entities to estimate the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses should consider historical information, current information and reasonable and supportable forecasts, including estimates of prepayments. Financial instruments with similar risk characteristics should be grouped together when estimating expected credit losses. ASU 2016-13 does not prescribe a specific method to make the estimate, so its application will require significant judgment. ASU 2016-13 is effective for public companies in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. However, in November 2019, the FASB issued ASU 2019-10, "Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)," which defers the effective date for public filers that are considered smaller reporting companies ("SRC"), as defined by the Securities and Exchange Commission, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Because SIFCO is considered a SRC, the Company does not need to implement ASU 2016-13 until October 1, 2023. The Company ~~is in the process of evaluating~~will continue to evaluate the effect ~~that~~of adopting ASU 2016-13 will have on the ~~adoption~~Company's results within the consolidated condensed statements of operations and financial condition.

In December 2019, ASU ~~2016-13~~2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" was issued to (i) reduce the complexity of the standard by removing certain exceptions to the general principles in Topic 740 and (ii) improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The Company continues to evaluate the effect adopting this ASU will have on the Company's results within the consolidated condensed statements of operations and financial condition.

E. Recently Adopted Accounting Standards

The new revenue standard introduces a five-step revenue recognition model in which a company should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. The new revenue standard also requires disclosure sufficient to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments and assets recognized from the cost to obtain or fulfill a contract. For further discussion, see Note 9, ~~Revenue.~~

~~On October 1, 2018, the~~ Company adopted ~~the new revenue standard and all related amendments~~Topic 842 using ~~the modified retrospective method and applied those provisions to all open contracts. The Company recognized~~ the cumulative effect method as of October 1, 2019 for the adoption of Topic 842. Under the transition method selected by ~~initially applying~~ the ~~new revenue standard as an adjustment~~Company, leases that are not short-term in nature existing at, or entered on October 1, 2019 were required to be recognized and measured. Prior period amounts were not adjusted and continue to be reflected with the Company's historical accounting. The adoption of Topic 842 resulted in the Company recording right-of-use ("ROU") assets and operating lease liabilities of approximately $18,059 to the ~~opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.~~

~~The cumulative effect of changes made to the~~consolidated condensed balance sheet as of October 1, ~~2018 for the adoption of the new revenue standard was as follows:~~

Balance at September 30, 2018 Effect of Accounting Change Balance at October 1, 2018
Assets
  Contract asset $ —
$ 10,140
$ 10,140
  Inventory, net 18,269
(6,542 ) 11,727
Liabilities & Shareholders' Equity
  Retained earnings 37,097
3,598
40,695

~~As part of the cumulative effect of the accounting change made as it pertains to the inventory, net line, the~~2019, with no related impact ~~includes a reduction to~~on the Company's ~~last-in, first-out (“LIFO”) reserve in the amount~~consolidated condensed statement of ~~$508 and excess and obsolete reserve of $366. As noted in Note 2,~~ ~~Inventories,~~ ~~a portion of the Company's inventory is on LIFO.~~

The following tables reflect the changes to the financial statements line items as a result to the new revenue standard. The adoption of the new standard did not have an impact on "net cash provided by operating activities" on thecomprehensive income (loss) or consolidated condensed statement of cash ~~flows for the nine months ended June 30, 2019.~~flows.

~~Consolidated condensed statement of operations for the nine months ended June 30, 2019:~~

Previous Accounting Method Effect of Accounting Change As Reported
Net Sales $ 82,561
$ (1,230 ) $ 81,331
Cost of Goods Sold 76,435
(1,316 ) 75,119
Loss before income tax benefit (10,813 ) 86
(10,727 )
Net loss (9,997 ) 86
(9,911 )
Basic net loss per share $ (1.80 ) $ 0.02
$ (1.78 )
Diluted net loss per share $ (1.80 ) $ 0.02
$ (1.78 )

~~Consolidated condensed statement of operations for the three months ended June 30, 2019:~~

Previous Accounting Method Effect of Accounting Change As Reported
Net Sales $ 24,723
$ 150
$ 24,873
Cost of Goods Sold 22,849
637
23,486
Loss before income tax expense (7,219 ) (487 ) (7,706 )
Net loss (6,883 ) (487 ) (7,370 )
Basic net loss per share $ (1.23 ) $ (0.09 ) $ (1.32 )
Diluted net loss per share $ (1.23 ) $ (0.09 ) $ (1.32 )

108

~~Consolidated condensed balance sheet as of June 30, 2019:~~

Previous Accounting Method Effect of Accounting Change As Reported
Assets
  Contract asset $ —
$ 8,910
$ 8,910
  Inventory, net 17,170
(5,226 ) 11,944
Liabilities & Shareholders' Equity
  Contract liabilities (included within accrued liabilities) 1,000
—
1,000
  Deferred income taxes 2,112
—
2,112
  Retained earnings 27,059
3,684
30,743

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~"Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,"~~ which amends certain cash flow issues which apply to all entities required to present a statement of cash flows. On October 1, 2018, the Company implemented provisions of ASU 2016-15 on a retrospective basis, which did not impact the consolidated condensed statements of cash flows for the periods presented.


2.	Inventories

Inventories consist of:


	June 30, 2019		September 30, 2018		March 31, 2020		September 30, 2019
Raw materials and supplies	$	5,477	$	6,202	$	4,873	$	4,512
Work-in-process	3,203		6,626		4,974		2,721
Finished goods	3,264		5,441		3,555		3,276
Total inventories	$	11,944	$	18,269	$	13,402	$	10,509

~~Inventories are stated at~~For a portion of the ~~lower of~~Company's inventory, cost ~~or net realizable value. Cost~~ is determined using the ~~LIFO method for 37%~~last-in, first-out ("LIFO") method. Approximately 35% and ~~54%~~27% of the Company’s inventories at ~~June 30, 2019~~March 31, 2020 and September 30, ~~2018, respectively. As noted in Note 1,~~ ~~Summary of Significant Accounting Policies - Recently Adopted Accounting Standards,~~ 2019, respectively use the LIFO ~~reserve was impacted by the adoption of the new revenue standard.~~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. Because the actual results may vary from these estimates, calculations are subject to many factors beyond management’s control, 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.~~inventories, which are stated at the lower of cost or net realizable value. If the FIFO method had been used for the inventories for which cost is determined using the LIFO method, inventories would have been ~~$8,469~~$8,285 and ~~$8,879~~$8,296 higher than reported at ~~June 30, 2019~~March 31, 2020 and September 30, ~~2018~~2019, respectively.

Since adopting the new revenue standard, interim results show a reduction of inventory resulting in liquidations of LIFO inventory quantities. The estimated liquidation of LIFO inventory quantities results in a projected increase in cost of goods sold by approximately $210 for the nine months ended June 30, 2019. These inventories were carried in prior periods at the then prevailing costs, which were accurate at the time, but differ from the current manufacturing cost and/or material costs.


3.	~~Long-lived assets and Goodwill~~

The Company typically tests its goodwill for impairment in the fourth fiscal quarter, and in interim periods if certain events occur indicating that the carrying amount of goodwill may be impaired. During the third quarter of fiscal 2019, management reviewed qualitative factors under Accounting Standard Codification ("ASC') 350 ("Topic 350"), which triggered an interim goodwill assessment as of May 31, 2019 for its Maniago, Italy ("Maniago") reporting unit. Certain qualitative factors related to the soft energy market resulting in lower sales and continued under-performance relative to projected future operating results were factors that led the Company to perform an interim assessment of goodwill.

The Company used May 31, 2019 as the interim assessment date for its test of goodwill for Maniago. The Company's fair value measurement approach combines the income (discounted cash flow method) and market valuation (market comparable method) techniques for each of the Company’s reporting units that carry goodwill. These valuation techniques use estimates and assumptions including, but not limited to, the determination of appropriate market comparable, projected future cash flows (including timing and profitability), discount rate reflecting the risk inherent in future cash flows, perpetual growth rate, and projected future economic and market conditions (Level 3 inputs).

Although the Company believes its assumptions are reasonable, actual results may vary significantly and may expose the Company to material impairment charges in the future. The methodology for determining fair values was consistent for the periods presented.

Upon completion of the interim impairment test for the Maniago reporting unit, it was determined that the fair value of goodwill for the Maniago reporting unit did not exceed the carrying value, which resulted in a full write-down of the reporting unit's goodwill as of June 30, 2019 in the amount of $8,294 (non-cash charge).

~~All of goodwill is expected to be tax deductible for tax purposes. Changes in the net carrying amount of goodwill were as follows:~~

Balance at September 30, 2017 $ 12,170
  Currency translation (150 )
Balance at September 30, 2018 $ 12,020
  Impairment adjustment (8,294 )
  Currency translation (233 )
Balance at June 30, 2019 $ 3,493

Separately, the Company periodically reviews for indications of impairment loss for its long-lived assets ("asset group") to determine if the carrying value of its asset group is recoverable and exceeds its fair value. The carrying amount of long-lived assets is not recoverable if it exceeds the sum of the undiscounted cash flows expected as a result from use and eventual disposition of the asset. This evaluation is performed in accordance to ASC 360 ("Topic 360").

Due to previously triggering certain qualitative factors in the interim at its Orange, California (“Orange”) location and having an interim goodwill assessment at its Maniago reporting unit, the Company performed an interim assessment of long-lived assets for two of its asset groups. See Note 10, Commitments and Contingencies, for further discussion on the evaluation of its long-lived assets as it relates to the Orange asset group.

As for the Maniago asset group, the Company performed an interim assessment of long-lived assets of its asset group as of May 31, 2019 due to fact that an interim goodwill assessment was completed at the Maniago reporting unit. The results of management's analysis indicated that the long-lived assets were recoverable as of the assessment date and did not require further review for impairment.

4.3. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:


	June 30, 2019			September 30, 2018			March 31, 2020			September 30, 2019
Foreign currency translation adjustment	$	(5,396	)	$	(4,955	)	$	(5,604	)	$	(5,667	)
Retirement plan liability adjustment, net of tax	(3,352		)	(3,674		)	(7,205		)	(7,642		)
Total accumulated other comprehensive loss	$	(8,748	)	$	(8,629	)	$	(12,809	)	$	(13,309	)

4. Leases

The adoption of Topic 842 requires lessees to recognize a ROU asset and a lease liability on the consolidated condensed balance sheet, with the exception of short-term leases. The Company primarily leases its manufacturing buildings, specifically at its Orange location, office equipment and forklifts. The Company determines if a contract contains a lease based on whether the contract conveys the right to control the use of identified assets for a period in exchange for consideration. Upon identification and commencement of a lease, the Company establishes a ROU asset and a lease liability. Operating leases are included in ROU assets, short-term operating lease liabilities, and long-term operating lease liabilities on the consolidated condensed balance sheets. Finance leases are included in property, plant, and equipment, current maturities of long-term debt and long-term debt on the consolidated condensed balance sheets.

The Company has remaining lease terms ranging from one to 17 years, some of which include options to renew the lease. The total lease term is determined by considering the initial lease term per the lease agreement, which is adjusted to include any renewal options that the Company is reasonably certain to exercise as well as any period that the Company has control before the stated initial term of the agreement. If the Company determines there exists a reasonable certainty of exercising termination or early buyout options, then the lease terms are adjusted to account for these facts. A portion of our real estate leases are generally subject to annual changes in the Consumer Price Index ("CPI"). The changes to the CPI are treated as variable lease payments.

The Company elected the package of practical expedients permitted under the transition guidance within the new standard which, among other things, allowed the Company to carry forward the historical lease classification.

The Company has made an accounting policy election to not separate non-lease components from lease components when allocating consideration for the buildings and machinery and equipment ROU asset classes. The election was made to reduce the administrative burden that would be imposed on the Company.

ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date and duration of the lease term in determining the present value of the future payments. Lease expense for operating leases is recognized on a straight-line basis over the lease term, while the expense for finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of recognition.

A lease asset and lease liability are not recorded for leases with an initial term of 12 months or less and the lease expense related to these leases is recognized as incurred over the lease term.

The components of lease expense were as follows:



	Three Months Ended March 31, 2020		Six Months Ended March 31, 2020
Lease expense
Finance lease expense:
Amortization of right-of use assets on finance leases	$	14	27
Interest on lease liabilities	1		3
Operating lease expense:	543		1,079
Variable lease cost:	39		79
Total lease expense	$	597	$	1,188

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



	Classification to the consolidated condensed balance sheets	March 31, 2020
Assets:
Finance lease assets	Property, plant and equipment, net	$	116
Operating lease assets	Operating lease right-of-use assets, net	17,699
Total lease assets		$	17,815

Current liabilities:
Finance lease liabilities	Current maturities of long-term debt	$	57
Operating lease liabilities	Short-term operating lease liabilities	1,195
Non-current liabilities:
Finance lease liabilities	Long-term debt, net of current maturities	51
Operating lease liabilities	Long-term operating lease liabilities, net of short-term	16,576
Total lease liabilities		$	17,879

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



	March 31, 2020
Other Information
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases	$	1,086
Operating cash flows from finance leases	3
Financing cash flows from finance leases	28



	March 31 2020
Weighted-average remaining lease term (years):
Finance leases	2.1
Operating leases	15.3
Weighted-average discount rate:
Finance leases	5.1	%
Operating leases	5.9	%

Future minimum lease under non-cancellable leases at March 31, 2020 were as follows:



	Finance Leases			Operating Leases
Year ending September 30,
2020, (excluding the six months ended March 31, 2020)	31			1,086
2021	55			1,930
2022	21			1,681
2023	6			1,622
2024	—			1,638
Thereafter	—			19,170
Total lease payments	$	113		$	27,127
Less: Interest	(5		)	(9,356		)
Present value of lease liabilities	$	108		$	17,771

As previously disclosed in the 2019 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments initial or remaining non-cancellable lease terms in excess of one year would have been as follows:



	Finance Leases			Operating Leases
Year ending September 30,
2020	$	61		$	2,172
2021	61			1,865
2022	21			1,583
2023	6			1,502
2024	—			1,498
Thereafter	—			16,711
Total lease payments	$	149		$	25,331
Less: Interest	(11		)
Present value of lease liabilities	$	138

5. Debt

Debt consists of:

June 30,
2019
September 30,
2018
Revolving credit agreement $ 12,689

$ 21,253
Foreign subsidiary borrowings 6,773
7,949
Capital lease obligations 161
327
Other 1,116
—
Total debt 20,739
29,529

Less – current maturities (18,373 )
(27,197 )
Total long-term debt $ 2,366

$ 2,332



	March 31, 2020			September 30, 2019
Revolving credit agreement	$	17,191		$	15,542
Foreign subsidiary borrowings	5,481			6,592
Finance lease obligations	108			138
Other, net of unamortized debt issuance costs ($23) and ($25), respectively	1,174			1,108
Total debt	23,954			23,380

Less – current maturities	(22,051		)	(21,328		)
Total long-term debt	$	1,903		$	2,052

Credit Agreement and Security Agreement of 2018

On August 8, 2018, the Company entered into ~~a new~~an asset-based Credit Agreement ("Credit Agreement") and a Security Agreement (“Security Agreement”) with its current ~~lender.~~lender (the "Lender"). The ~~new~~ Credit Agreement matures on August 6, 2021 and is comprised of a senior secured revolving credit facility with a maximum borrowing of $30,000. The Credit Agreement also has an accordion feature, which allows the Company to increase maximum borrowings by up to $10,000 upon consent of the existing lender or upon additional lenders joining the Credit Agreement. The terms of the Credit Agreement contain both a lock box arrangement and subjective acceleration clause. As a result, the amount outstanding on the revolving credit facility is classified as a short-term ~~liability and the availability at June 30, 2019 and September 30, 2018 was $10,069 and $8,437, respectively.~~liability. The proceeds from the Credit Agreement were used to repay the indebtedness and extinguishment of the Company's November 9, 2016 Amended and Restated Credit and Security Agreement ("2016 Credit Agreement"), for working capital purposes, for general corporate purposes and to pay fees and expenses incurred in ~~connections~~connection with ~~entering into~~ the Credit ~~Agreement.~~Agreement and continue to be used for working capital purposes and general corporate purposes.

The Credit Agreement contains affirmative and negative covenants and events of defaults. As set forth in the Credit Agreement, the Company is required to maintain a fixed charge coverage ratio ("FCCR") of 1.1:1.0 any time the availability is equal to or less than 12.5% of the revolving commitment. In the event of a default, the Company may not be able to access the revolver, which could impact the ability to fund working capital needs, capital expenditures and invest in new business opportunities. See discussion below under the ~~First~~Fourth Amendment ~~(the "First Amendment")~~ to the Credit Agreement and Security Agreement ~~discussion~~ which revises the provision related to ~~the~~availability and FCCR.

On November 5, 2018, the Company entered into the First Amendment (the "First Amendment") to the Credit Agreement and Security Agreement with its lender. The First Amendment retroactively amended certain definitions and provisions effective as of the original closing date to clarify the ~~parties~~parties' original understanding regarding, among other things: (i) the permitted liens securing certain indebtedness of the Company to the City of Cleveland (noted as other debt within the above debt table), (ii) the time frames for which certain post-closing requirements would be satisfied, and (iii) the conditions under which the Company will be required to meet the minimum FCCR, which is as follows: the borrowers will not permit the FCCR to be less than: (a) 1.1 to 1.0 as of August 31, 2018 or as of September 30, 2018; or (b) 1.1 to 1.0 at any month end on or after October 31, 2018; provided that the FCCR will not be tested under this clause (b) unless (i) a Default has occurred and is continuing or (ii) availability was less than or equal to 12.5% of the Revolving Commitment for three or more business days in any consecutive 30 day period (with the FCCR calculated as of the end of the month for which the lender has most recently received financial statements). The availability was greater than the 12.5% of the Revolving Commitment as of June 30, 2019, and, as such, FCCR calculation was not required.understanding.

On December 17, 2018, the Company entered into an Export Credit Agreement (the “Export Credit Agreement”) with its Lender. Pursuant to the terms of the Export Credit Agreement, the Lender will lend amounts to the Company on foreign receivables that are guaranteed by the Export-Import Bank of the United States of America. The Export Credit Agreement provides for a revolving commitment of $5,000, therefore increasing the maximum borrowing of the revolver to $35,000. The borrowings under the Export Credit Agreement will bear interest at (depending on the type of borrowing) the ~~CBFR~~Prime or LIBOR Rate, plus the applicable margin as set forth in the Export Credit Agreement. The maturity date under the Export Credit Agreement is August 6, 2021 (or such earlier date as the revolving commitments under the Export Credit Agreement are reduced to zero or otherwise terminated). The Export Credit Agreement contains customary representations, warranties, covenants and events of default, including, without limitation, the affirmative covenants under the Company’s Credit Agreement dated August 8, 2018, as amended with the Lender. In connection with entering into the Export Credit Agreement, the Company also entered into the Second Amendment (the “Second Amendment”) to its Credit Agreement. The Second Amendment amends certain definitions and provisions to provide for the Company’s entrance into the Export Credit Agreement.

On March 29, 2019, the Company entered into a Third Amendment with its Lender. This amendment ~~extends~~extended the time frame for when certain post-closing requirements would be satisfied by March 31, 2019 to June 30, 2019. These post-closing requirements were completed by June 30, 2019.

On September 20, 2019, the Company entered into a Fourth Amendment with its Lender. As previously stated, the Company is subject to certain customary loan covenants if availability is less than or equal to 12.5% of the revolving commitment for three or more business days in any consecutive 30 day period; however, the Fourth Amendment to the Credit Agreement resulted in the reduction of its availability from 12.5% of the revolving commitment to 10% of the lesser of collateral or total revolving commitment, with a $2,000 floor through June 30, 2020. In determining the availability, the Lender looks at the total collateral. If the total collateral is less than $20,000, then the $2,000 floor will apply; however, if the total collateral is greater than or equal to $20,000, but less than the $35,000 (revolving commitment); then 10% of the total collateral is used, but if the collateral exceeds $35,000, then 10% of the total commitment is used as lending will not exceed the $35,000 revolving commitment unless the accordion feature is enacted. This will reset back to previous requirements prior to the Fourth Amendment, commencing July 1, 2020. As of March 31, 2020 and September 30, 2019, the total collateral was $26,000 and $24,000, respectively and the revolving commitment was $35,000 for both periods. The measurement at 10% was $2,600 and $2,400, respectively. Total availability at March 31, 2020 and September 30, 2019 was $7,999 and $7,709, respectively, which exceed both the collateral and total commitment threshold. If availability had fallen short, the Company would be required to meet the FCCR covenant, which must not be less than 1.1 to 1.0. Because the availability was greater than the 10.0% of the revolving commitment as of March 31, 2020 and September 30, 2019, the FCCR calculation was not required.

Amounts borrowed under the Credit Agreement are secured by substantially all the assets of the Company and its U.S. subsidiaries and a pledge of 66.67% of the stock of its first-tier non-U.S. subsidiaries. Borrowings will bear interest at the ~~lender's~~Lender's established domestic rate or LIBOR, plus the applicable margin as set forth in the Credit Agreement. The revolver has a rate based on LIBOR plus 2.00% spread at March 31, 2020 and 1.75% spread at September 30, 2019, which was ~~3.94% and 3.85%~~3.6% both at ~~June 30, 2019~~March 31, 2020 and September 30, ~~2018,~~2019, respectively and the Export Credit Agreement has a rate based on LIBOR plus 1.50% spread at March 31, 2020 and 1.25% spread at September 30, 2019, which was ~~3.69%~~3.1% and 3.4% at ~~June~~March 30, ~~2019.~~2020 and September 30, 2019, respectively. The Company also has a commitment fee of 0.25% under the Credit Agreement to be incurred on the unused balance of the revolver.

Foreign subsidiary borrowings

Foreign debt consists of:


	June 30, 2019			September 30, 2018			March 31, 2020			September 30, 2019
Term loan	$	2,698		$	3,548		$	1,848		$	2,318
Short-term borrowings	3,743			3,472			2,967			3,744
Factor	332			929			666			530
Total debt	$	6,773		$	7,949		$	5,481		$	6,592

Less – current maturities	(5,394		)	(5,822		)	(4,618		)	(5,501		)
Total long-term debt	$	1,379		$	2,127		$	863		$	1,091

Receivables pledged as collateral	$	461		$	2,007		$	918		$	672

Interest rates on foreign borrowings are based on Euribor rates which range from 1.0% to 4.0%. In December 2018, the Company entered into a six month short-term debt arrangement of $1,137 to be used for working capital purposes, which was subsequently repaid in fiscal 2019. In September 2019, Maniago modified its repayment schedule for one tranche of its existing term debt by reducing its next two payments by approximately $96 and extending the loan for an additional six months in which the final payment will be made at that time (to be paid by October 2020). The Company continues to have discussions with its lenders and other potential partners to refinance certain debt obligations at its Maniago location to provide Maniago with sufficient future liquidity. If Maniago is unsuccessful in obtaining additional financing, it may experience challenges in meeting certain current loan obligations. This foreign debt is collateralized by Maniago’s assets. The Company has ~~been repaid~~not pledged any assets as collateral or guaranteed Maniago’s debt. The consolidated condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of ~~June 30, 2019.~~ the Maniago assets or the amounts and classifications of the Maniago liabilities that may result from the outcome of this uncertainty. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan will provide adequate liquidity to finance its Maniago operations.

The Company factors receivables from one of its ~~customer's invoices.~~customers. The factoring programs are uncommitted, whereby the Company offers receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution. Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are not isolated from the Company, and effective control of the receivables is not passed to the unaffiliated financial institution, which does not have the right to pledge or sell the receivables. The Company accounts for the pledge of receivables under this agreement as short-term debt and continues to carry the receivables on its consolidated condensed balance sheets.

Debt issuance costs

The Company incurred debt issuance costs as it pertains to the Credit Agreement in the amount of $212, and ~~during the nine months of~~incurred additional costs in fiscal 2019 ~~additional costs~~ of $75 ~~were incurred that~~ related to the First and Second Amendments, of which ~~are~~is included in the consolidated condensed balance sheets as a deferred charge in other current assets, net of amortization of ~~$81~~$158 and ~~$12~~$106 at ~~June 30, 2019~~March 31, 2020 and September 30, ~~2018,~~2019, respectively.

6. Income Taxes

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~~six months of fiscal ~~2019~~2020 was 8%(8)%, compared with 9%16% for the same period of fiscal ~~2018.~~2019. The decrease in the effective rate was primarily attributable to ~~discrete tax benefits in the third quarter of fiscal 2018 applied against a year to date loss related to tax legislation enacted which were non-recurring in fiscal 2019, partially offset by~~ changes in jurisdictional mix of income in fiscal ~~2019~~2020 compared with the same period of fiscal ~~2018.~~2019 and discrete tax benefits through the second quarter of fiscal 2019 applied against a year-to-date loss. The effective tax rate differs from the U.S. federal statutory rate due primarily to the valuation allowance against the Company’s U.S. deferred tax assets and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

On ~~December 22, 2017,~~March 27, 2020, the ~~Tax Cut~~Coronavirus Aid, Relief, and ~~Jobs~~Economic Security Act (the ~~"Act"~~“CARES Act”) was enacted ~~which, among other items, reduced~~and signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferral of certain payment requirements for the ~~U.S. corporate tax rate effective January 1, 2018 from 35%~~employer portion of Social Security taxes, net operating loss carryback periods and temporarily increasing the amount of net operating losses that corporations can use to 21%, imposed a one-time transition tax on accumulated foreign earnings not previously subject to U.S. taxation, provides a U.S. federal tax exemption on future distributions of foreign earnings, and beginning in fiscal 2019, creates a newoffset income, alternative minimum tax ~~on certain foreign-sourced earnings.~~

As required, during the first quarter of fiscal 2019, the Company completed its accounting for items previously considered provisional during fiscal 2018. At September 30, 2018, the Company's provisional estimate with respect("AMT") credit refunds, modifications to the ~~one-time tax transition was $240,~~ net ~~of applicable foreign tax credits generated. As a result of the valuation allowance in the U.S. on tax attribute carryforwards available to offset the one-time transition tax, no charge~~interest deduction limitations, and technical corrections to tax ~~expense was recorded related to the one-time transition tax.~~depreciation methods for qualified improvement property. The Company completed its calculation of the one-time transition tax in the first quarter of fiscal 2019 based on all available guidance. No measurement period adjustment was recorded. All other items of the Act were considered complete at September 30, 2018.

The Act also includes provisions for Global Intangible Low-Taxed Income (“GILTI”) wherein minimum taxes are imposed on foreign income in excess of a deemed return on the tangible assets of foreign corporations. This income will effectively be taxed at a 10.5% tax rate. GILTI is effective for the Company starting in fiscal 2019. The Company has elected to account for GILTI as

1413

~~a component~~CARES Act did not materially affect the Company’s second quarter of fiscal 2020 income tax ~~expense in the period in which the Company is subject to the rules.~~provision, deferred tax assets and liabilities, or related taxes payable. The Company continues to assess the future implications of these provisions within the CARES Act on its consolidated condensed financial statements but does not ~~anticipate significant GILTI tax in~~expect the ~~current year due~~impact to ~~jurisdictional mix of income.~~be material.

The Company is subject to income taxes in the U.S. federal jurisdiction, Ireland, Italy, and various state and local jurisdictions. The Company believes it has appropriate support for its federal income tax returns.


7.	Retirement Benefit Plans

The Company and certain of its subsidiaries sponsor defined benefit pension plans covering some of its employees. The components of net periodic benefit cost of the Company’s defined benefit plans are as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,						Three Months Ended March 31,						Six Months Ended March 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Service cost	$	74		$	63		$	224		$	189		$	85		$	75		$	170		$	149
Interest cost	264			240			791			719			208			264			416			528
Expected return on plan assets	(393		)	(402		)	(1,180		)	(1,205		)	(363		)	(393		)	(727		)	(787		)
Amortization of net loss	107			161			322			483			188			107			376			215
Net periodic cost	$	52		$	62		$	157		$	186		$	118		$	53		$	235		$	105

During the ~~nine~~six months ended ~~June 30, 2019~~March 31, 2020 and ~~2018,~~2019, the Company made ~~$93~~$244 and ~~$22~~$48 in contributions, respectively, to its defined benefit pension plans. The Company anticipates making ~~$57~~$173 of additional cash contributions to fund its defined benefit pension plans during the balance of fiscal ~~2019~~2020 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 ~~2019.~~2020. 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. 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 ~~2019.~~2020.

On November 26, 2019, the Company ratified a new collective bargaining agreement with one of its bargaining units. Included within the agreement was a provision to withdraw from its existing multi-employer plan resulting in the imposition of a withdrawal liability. The withdrawal liability of $739 was recorded within the cost of goods sold line of the consolidated condensed statement of operations and is included in other long-term liabilities and the current portion (next four quarterly installments) in accrued liabilities of the consolidated condensed balance sheets, payable in quarterly installments over the next 20 years.


8.	Stock-Based Compensation

The Company has awarded performance and restricted shares under its shareholder-approved amended and restated 2007 Long-Term Incentive Plan ("2007 Plan"), which was further amended and restated under the ~~2016~~SIFCO Industries, Inc. 2007 Long-Term Incentive Plan ~~("2016~~(Amended and Restated as of November 16, 2016) (the "2016 Plan"). At the Annual Meeting of shareholders held on January 30, 2020, the shareholders of the Company approved the first amendment (the “Amendment”) to the 2016 Plan. The Amendment increased the number of shares available for award under the 2016 Plan by 550 shares. The aggregate number of shares that may be awarded by the Company was increased byto ~~646~~1,196 shares, less any shares previously awarded and subject to an adjustment for the forfeiture of any unvested shares, pursuant to the 2016 Plan. In addition, shares that may be awarded are subject to individual recipient award limitations. The shares awarded under the 2016 Plan may be made in multiple forms, including stock options, stock appreciation rights, restricted or unrestricted stock, and performance related shares. Any such award is exercisable no later than ten years from the date of the grant.

The performance shares that have been awarded under both plans generally provide for the vesting of the Company’s common shares upon the Company achieving certain defined financial performance objectives during a period up to three years following the making of such award. The ultimate number of common shares of the Company that may be earned pursuant to an award ranges from a minimum of no shares to a maximum of 200% (for awards granted in fiscal 2020, the maximum is 150%) of the initial target number of performance shares awarded, depending on the level of the Company’s achievement of its financial performance objectives.

With respect to such performance shares, compensation expense is being accrued based on the probability of meeting the performance target. The Company is currently recognizing compensation expense for two tranches of awards where it has concluded it is probable that the performance criteria for that award will be met, while the Company is not currently recognizing compensation expense for one tranche of awards where it had concluded that it is not probable that the performance criteria for those awards will be met. During each future reporting period, such expense may be subject to adjustment based upon the Company's financial

performance, which impacts the number of common shares that it expects to vest upon the completion of the performance period. The performance shares were valued at the closing market price of the Company’s common shares on the date of the grant. The vesting of such shares is determined at the end of the performance period.

During the first ~~nine~~six months of fiscal ~~2019,~~2020, the Company granted 134 shares under the 2016 Plan to certain key employees. The ~~award was~~awards were split into two tranches, 8747 performance shares and 4787 shares of time-based restricted shares, with a grant date fair value of ~~$4.73~~$2.50 per share. The ~~award vests~~awards vest over three years. During the first nine months of the fiscal year, there were approximately 7 performance shares forfeited and for the 2018 award year, the target payout estimate went from 100% to 0% at June 30, 2019, therefore there was a reversal of expense in the amount of $256.

The Company has awarded restricted shares to its directors, officers, and other employees of the Company. The restricted shares were valued at the closing market price of the Company’s common shares on the date of the grant, and such value was recorded as unearned compensation. The unearned compensation is being amortized ratably over the restricted stock vesting period of one year or three years.

During the first ~~nine~~six months of fiscal ~~2019,~~2020, the Company granted its non-employee directors 6157 restricted shares under the 2016 Plan, with a grant date fair value of ~~$3.15,~~$4.39, which ~~vest~~vests over one year. ~~Two awards~~One award for 7761 restricted shares ~~vested and approximately 4 restricted shares were forfeited.~~vested.

If all outstanding share awards are ultimately earned and vest at the target number of shares, there are approximately ~~118~~524 shares that remain available for award at ~~June 30, 2019.~~March 31, 2020. 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 200% (decreased to 150% for awards starting in fiscal 2020) of such target, then a fewer number of shares would be available for award.

Stock-based compensation under the 2016 Plan was ~~$367~~$225 and ~~$428~~$426 during the first ~~nine~~six months of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively and ~~$59 benefit~~$70 and ~~$186 expense~~$190 during the three months of fiscal ~~2019~~2020 and ~~2018,~~2019, respectively. As of ~~June 30, 2019,~~March 31, 2020, there was ~~$714~~$732 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~~1.6 years.


9.	Revenue

The following table represents a breakout of total revenue by customer ~~type for the three and nine months ended June 30, 2019 and 2018, respectively.~~type:

Three Months Ended
June 30, Nine Months Ended
June 30,
2019 2018 ¹ 2019 2018 ¹

Commercial revenue $ 14,713
$ 15,071
$ 41,213
$ 44,091
Military revenue 10,160
13,610
40,118
36,635
Total $ 24,873
$ 28,681
$ 81,331
$ 80,726

~~¹ Prior period amounts have not been adjusted under the modified retrospective adoption method.~~



	Three Months Ended March 31,				Six Months Ended March 31,
	2020		2019		2020		2019

Commercial revenue	$	12,497	$	14,435	$	22,688	$	26,500
Military revenue	18,040		12,957		34,056		29,958
Total	$	30,537	$	27,392	$	56,744	$	56,458

The following table represents revenue by the various ~~components for the three and nine months ended June 30, 2019 and 2018, respectively.~~components:


	Three Months Ended June 30,				Nine Months Ended June 30,				Three Months Ended March 31,				Six Months Ended March 31,
Net Sales	2019		2018 ¹		2019		2018 ¹		2020		2019		2020		2019
Aerospace components for:
Fixed wing aircraft	$	12,557	$	16,087	$	38,949	$	43,610	$	14,065	$	13,088	$	25,400	$	26,392
Rotorcraft	5,088		5,516		17,261		16,385		6,813		7,043		13,661		12,173
Energy components for power generation units	4,887		4,629		13,347		16,318		3,417		4,730		6,074		8,460
Commercial product and other revenue	2,341		2,449		11,774		4,413		6,242		2,531		11,609		9,433
Total	$	24,873	$	28,681	$	81,331	$	80,726	$	30,537	$	27,392	$	56,744	$	56,458

~~¹ Prior period amounts have not been adjusted under the modified retrospective adoption method.~~

The following table represents revenue by geographic region based on the Company's selling operation ~~locations for the three and nine months ended June 30, 2019 and 2018, respectively:~~locations:

Three Months Ended
June 30, Nine Months Ended
June 30,
Net Sales 2019 2018 ¹ 2019 2018 ¹
North America 20,301
24,197
68,745
65,544
Europe 4,572
4,484
12,586
15,182
Total $ 24,873
$ 28,681
$ 81,331
$ 80,726

~~¹ Prior period amounts have not been adjusted under the modified retrospective adoption method.~~



	Three Months Ended March 31,				Six Months Ended March 31,
Net Sales	2020		2019		2020		2019
North America	27,495		22,721		51,271		48,443
Europe	3,042		4,671		5,473		8,015
Total	$	30,537	$	27,392	$	56,744	$	56,458

In addition to the disaggregating revenue information provided above, approximately ~~56%~~63% of total net sales as of ~~June 30, 2019~~March 31, 2020 is recognized on an over-time basis because of the continuous transfer of control to the customer, with the remainder recognized asat a point in time.

Contract Balances

Generally, payment is due shortly after the shipment of goods. For performance obligations recognized at a point in time, a contract asset is not established as the billing and revenue recognition occur at the same time. For performance obligations recognized over time, a contract asset is established as revenue is recognized prior to billing and shipment. Upon shipment and billing, the value of the contract asset is reversed and accounts receivable is recorded. In circumstances where prepayments are required and payment is made prior to satisfaction of performance obligations, a contract liability is established. If the performance obligation occurs over time, the contract liability is reversed over the course of production. If the performance obligation is point in time, the contract liability reverses upon shipment.

The following table contains a roll forward of contract assets and contract liabilities for the period ended ~~June 30, 2019:~~March 31, 2020:



Contract assets - Beginning balance, October 1, 2018	$	10,140
Contract assets - Beginning balance, October 1, 2019				$	10,349
Additional revenue recognized over-time	45,034			35,688
Less amounts billed to the customers	$	(46,264	)	$	(33,517	)
Contract assets - Ending balance, June 30, 2019	$	8,910
Contract assets - Ending balance, March 31, 2020				$	12,520



Contract liabilities (included within Accrued liabilities) - Beginning balance, October 1, 2018	$	—
Contract liabilities (included within Accrued liabilities) - Beginning balance, October 1, 2019				$	(382	)
Payments received in advance of performance obligations	(2,000		)	—
Performance obligations satisfied	1,000			382
Contract liabilities (included within Accrued liabilities) - Ending balance, June 30, 2019	$	(1,000	)
Contract liabilities (included within Accrued liabilities) - Ending balance, March 31, 2020				$	—

There were no impairment losses recorded on contract assets as of ~~June 30, 2019.~~March 31, 2020.

Remaining performance obligations

As of ~~June 30, 2019,~~March 31, 2020, the Company has ~~$104,369~~$106,987 of remaining performance obligations, the majority of which are anticipated to be completed within the next twelve months.


10.	Commitments and Contingencies

In the normal course of business, the Company may be involved in ordinary, routine legal actions. The Company cannot reasonably estimate future costs, if any, related to these matters; however, it does not believe any such matters are material to its financial condition or results of operations. The Company maintains various liability insurance coverages to protect its assets from losses arising out of or involving activities associated with ongoing and normal business operations; however, it is possible that the Company’s future operating results could be affected by future costs of litigation.

~~On December 26, 2018, a~~A subsidiary of the Company, Quality Aluminum Forge, LLC ("Orange") ~~experienced~~, is currently a ~~fire~~defendant in a lawsuit filed by Avco Corporation (“Avco”) in the Pennsylvania State Court, which was filed in August 2019, alleging that certain forged pistons delivered by the Orange plant failed to meet material specifications required by Avco. No specific amount of damages was claimed by Avco and no discovery has occurred at ~~its manufacturing facility, causing damage~~this time and Orange disagrees with the allegations made by Avco. Previously, Orange was a defendant with respect to ~~one~~the same action in the United States District Court for the District of ~~three manufacturing buildings. The building that~~Rhode Island, which action was ~~damaged housed six~~dismissed in connection with the movement of the ~~eight presses~~matter to Pennsylvania State Court. Although the Company records reserves

for legal disputes and other matters in accordance with GAAP, the ultimate outcomes of these types of matters are inherently uncertain. Actual results may differ significantly from current estimates. Given the current status of this matter, the Company has not recorded a charge, as the Company does not have a reasonable basis on ~~site.~~ which to establish an estimate.

The Company is ~~fully insured~~a defendant in a purported class action lawsuit filed in the Superior Court of California, County of Orange, which was filed in August 2017, arising from employee wage-and-hour claims under California law for alleged meal period, rest break, hourly and ~~actively~~overtime wage calculation, timely wage payment and necessary expenditure indemnification violations; failure to maintain required wage records and furnish accurate wage statements; and unfair competition. A settlement has been reached and was scheduled for preliminary court approval in April 2020. This date is currently postponed and has not yet been re-scheduled due to COVID-19. The Company previously recorded adequate reserves to cover the settlement.

During the quarter, the Company received notice from the International Association of Machinists and Aerospace Workers Union that they were disclaiming all interest in representing certain hourly employees at the Company’s Cleveland facility. Also, during the quarter, the International Brotherhood of Boilermakers Union filed a petition to represent this same group of hourly employees. The Company is working with ~~its~~the National Labor Relations Board to schedule an election, the timing of which may be affected by COVID-19. The Company’s obligations will be more fully understood following the outcome of this election.

Recovery on the insurance ~~carrier~~claim related to the fire on December 26, 2018 at the Orange location continues in fiscal 2020. The Company continues to work diligently to restore the site back to full service as safely and quickly as possible. AsThe 2500 ton press from storage that was placed in service in fiscal 2019 continues to run and the press located in Michigan was taken off-line at the end of November 2019, was relocated to Orange and was placed in service in March 2020. Restoration is nearly complete for the structure of the manufacturing building and two additional presses damaged in the fire. The Company began running one of the restored presses at the end of December 2019, while the second is now expected to be in use starting June ~~30, 2019,~~2020. Two of the six presses damaged in the fire remain to be restored. The Company anticipates having those restored in the fourth quarter of 2020.

During the first six months of fiscal 2020, the Company ~~has~~ received cash proceeds from insurance ~~proceeds~~ of $8,244. The fire also destroyed a leased building, which in accordance with its lease agreement, the Company is responsible to restore the property to full replacement value. With the Company being fully insured, the restoration of the property is covered$6,787 and, separately, the insurance carrier ~~has separately funded a partial payment of insurance~~provided $713 proceeds ~~as of June 30, 2019~~directly to the landlord for the continued restoration of the damaged building as prescribed under the lease ~~arrangement in the amount of $378.~~arrangement. The table below reflects the receipt of proceeds and how they were expended as of ~~June 30, 2019.~~March 31, 2020. Any additional recoveries in excess of recognized losses are treated as gain contingencies and will be recognized when the gain is realized or realizable. The Company also maintains business interruption insurance coverage and continues to work with the insurance company to reach an agreement on the recoverable amounts of business interruption ~~expenses. As noted within~~expenses, which $915 was realized in the ~~table below, a payment~~first six months of ~~$619 was made towards this coverage as of June 30, 2019 and is reflected within the cost of goods sold line within the consolidated condensed financial statements as of June 30, 2019.~~

fiscal 2020.



~~Balance sheet (Other receivable):~~

~~September 30, 2018~~		$	—
	~~Cash proceeds~~	~~(8,244~~		)
	~~Capital expenditures (equipment)~~	~~5,574~~
	~~Other expenses~~	~~2,051~~
	~~Business interruption~~	~~619~~
~~June 30, 2019~~		$	—



Balance sheet (Other receivables):

September 30, 2019		$	3,500
	Cash proceeds	(6,787		)
	Capital expenditures (equipment)	1,000
	Other expenses	1,372
	Business interruption	915
March 31, 2020		$	—

The tables below reflect how the proceeds received impacted the consolidated condensed statements of operations for the ~~nine month~~six months ended and three months ended ~~June 30, 2019:~~March 31,2020.

Nine Months Ended June 30, 2019
Balance without insurance proceeds Insurance recoveries Balance with insurance proceeds
Cost of goods sold 77,789
(2,670 ) 75,119
Loss (gain) on insurance proceeds received 1,106
(5,574 ) (4,468 )
Net loss $ (18,155 ) $ (8,244 ) $ (9,911 )



	Six Months Ended March 31, 2020
	Balance without insurance proceeds			Insurance recoveries			Balance with insurance proceeds
Cost of goods sold	49,430			(2,287		)	47,143
Gain on insurance proceeds received	—			(1,000		)	(1,000		)
Net income (loss)	$	(1,368	)	$	(3,287	)	$	1,919

Three Months Ended June 30, 2019
Balance without insurance proceeds Insurance recoveries Balance with insurance proceeds
Cost of goods sold 24,560
(1,074 ) 23,486
Loss (gain) on insurance proceeds received —
(3,304 ) (3,304 )
Net loss $ (11,748 ) $ (4,378 ) $ (7,370 )



	Three Months Ended March 30, 2020
	Balance without insurance proceeds		Insurance recoveries			Balance with insurance proceeds
Cost of goods sold	25,377		(1,117		)	24,260
Gain on insurance proceeds received	—		(1,000		)	(1,000		)
Net income (loss)	$	1,143	$	(2,117	)	$	3,260

~~For~~


11.	Subsequent Events

The CARES Act, enacted by the ~~long-lived assets that were not damaged~~federal government on March 27, 2020, established a number of programs designed to assist U.S. companies respond to and recover from the impact of the COVID-19 pandemic.

In response to the economic uncertainty created by the COVID-19 pandemic, as described above in Note 1, Summary of Significant Accounting Policies, and taking into consideration the Company’s market capitalization, status as a ~~result~~smaller reporting company, and uncertainties and volatility in, and disruptions to, the capital markets, as well as the terms of the ~~fire,~~Company’s Credit Agreement, the Company ~~performed~~applied for and received funds under the Paycheck Protection Program (or “PPP”) of the CARES Act. On April 10, 2020, the Company entered into an unsecured promissory note under the Paycheck Protection Program (the “PPP Loan”). The PPP Loan to the Company is being made through JPMorgan Chase Bank, N.A., a ~~separate evaluation of these assets. In accordance to Topic 360,~~national banking association and the ~~fire resulted in a triggering event as of December 31, 2018, requiring~~Company’s existing lender. The note has an ~~interim assessment to determine if the carrying~~aggregate principal amount of ~~long-lived assets are recoverable. As noted within Topic 360, an impairment loss~~approximately $5,025 and a two year term. The interest rate on the PPP Loan is 0.98%, which shall be ~~recognized only if~~deferred for the ~~carrying amount~~first six months of ~~a long-lived asset is not recoverable~~the term of the loan. The promissory note evidencing the PPP Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and ~~exceeds its fair value.~~warranties, or provisions of the promissory note. The ~~results~~occurrence of ~~management's analysis indicated that the remaining long-lived assets as~~an event of ~~December 31, 2018 were recoverable and continue to be as of June 30, 2019.~~

~~Orange is currently a defendant in a lawsuit filed by Avco Corporation (“Avco”)~~default may result in the ~~United States District Court for the District~~repayment of Rhode Island, alleging that certain forged pistons delivered by the Orange plant failed to meet material specifications required by Avco. Orange disagrees with the allegations made by Avco. No specific amountall amounts outstanding, collection of ~~damages was claimed by Avco and no discovery has occurred at this time. Although~~all amounts owing from the Company, ~~records reserves~~and/or filing suit and obtaining judgment against the Company. The loan proceeds were received on April 10, 2020 and have been used and will be used for ~~legal disputes~~payroll, interest on mortgage obligations, rents on leases and other matters in accordance with GAAP, the ultimate outcomes of these types of matters are inherently uncertain. Actual results may differ significantly from current estimates. Given the current status of this matter, the Company has not recorded a loss, as the Company does not have a reasonable basis on which to establish an estimate.

The Company is a defendant in a purported class action lawsuit filed in the Superior Court of California, County of Orange, arising from employee wage-and-hour claims under California law for alleged meal period, rest break, hourly and overtime wage calculation, timely wage payment and necessary expenditure indemnification violations; failure to maintain required wage records and furnish accurate wage statements; and unfair competition. As mentioned previously, the Company records reserves for legal disputes and other matters in accordance with GAAP, the ultimate outcomes of these types of matters are inherently uncertain. Actual results may differ significantly from current estimates. Given the current status of this matter, the Company has not recorded a loss as the Company does not have a reasonable basis on which to establish an estimate.

~~11.~~ utility payments.~~Assets Held for Sale and Disposal~~

The assets held for sale at June 30, 2019 and September 30, 2018, were $0 and $35, respectively. The balance at September 30, 2018 related to the Alliance building and certain machinery and equipment, which the Company sold during the first quarter of fiscal 2019 for a gain on sale of asset within the consolidated condensed statements of operations of $282. On November 1, 2018 the Company executed a purchase agreement and finalized the sale transaction with a buyer for the Alliance building and land. The Company received cash proceeds for both the building and machinery and equipment, less cost to sell, of approximately $317, which is recorded as part of a gain on sale of asset within the consolidated condensed statements of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain various forward-looking statements and includes assumptions concerning the Company’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides this cautionary statement identifying important economic, political and technological factors, among others, the absence or effect of which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Such factors include the following: (1) the impact on business conditions in general, and on the demand for products in the Aerospace and Energy ("A&E") industries in particular, of the global economic outlook, including the continuation of military spending at or near current levels and the availability of capital and liquidity from banks and other providers of credit; (2) the future business environment, including capital and consumer spending; (3) competitive factors, including the ability to replace business that may be lost; (4) metals and commodities price increases and the Company’s ability to recover such price increases; (5) successful development and market introduction of new products and services; (6) continued reliance on consumer acceptance of regional and business aircraft powered by more fuel efficient turbine engines; (7) continued reliance on military spending, in general, and/or several major customers, in particular, for revenues; (8) the impact on future contributions to the Company’s defined benefit pension plans due to changes in actuarial assumptions, government regulations and the market value of plan assets; (9) stable governments, business conditions, laws, regulations and taxes in economies where business is conducted; ~~and~~ (10) the ability to successfully integrate businesses that may be acquired into the Company’s ~~operations.~~operations; (11) extraordinary or force majeure events affecting the business or operations of our business; and (12) the impact of the novel coronavirus ("COVID-19") pandemic and related impact on the global economy, which may exacerbate the above factors and/or impact our results of operations and financial condition.

The Company is engaged in the production of forgings and machined components primarily for the A&E markets. The processes and services provided by the Company include forging, heat-treating, machining, subassembly, and test. The Company operates under one business segment.

The Company endeavors to plan and evaluate its business operations while taking into consideration certain factors including the following: (i) the projected build rate for commercial, business and military aircraft, as well as the engines that power such aircraft; (ii) the projected maintenance, repair and overhaul schedules for commercial, business and military aircraft, as well as the engines that power such aircraft; and (iii) the projected build rate and repair for industrial turbines.

The Company operates within a cost structure that includes a significant fixed component. Therefore, higher net sales volumes are expected to result in greater operating income because such higher volumes allow the business operations to better leverage the fixed component of their respective cost structures. Conversely, the opposite effect is expected to occur at lower net sales and related production volumes.

A. Results of Operations

Overview

The Company produces forged components for (i) turbine engines that power commercial, business and regional aircraft as well as military aircraft and armored military vehicles; (ii) airframe applications for a variety of aircraft; (iii) industrial gas and steam turbine engines for power generation units; and (iv) other commercial applications. The Company completed the sale of the building and land at its Alliance, Ohio ("Alliance") location in November 2018. As a result of the sale, the Company generated cash proceeds of $0.3 million, net of cost to sell.

OnFire Restoration

Recovery on the insurance claim related to the fire on December 26, 2018 ~~a subsidiary of~~at the Company, Quality Aluminum Forge, LLC ("Orange") experienced a fire at its manufacturing facility, causing damage to one of three manufacturing buildings. The building that was damaged housed six of the eight presses on site.Orange location continues in fiscal 2020. The Company ~~is fully insured and actively working with its insurance carrier~~continues to work diligently to restore the site back to full service as safely and quickly as possible. AsThe 2500 ton press from storage that was placed in service in fiscal 2019 continues to run and the press located in Michigan was taken off-line at the end of November 2019, was relocated to Orange and was placed in service in March 2020. Restoration is nearly complete for the structure of the manufacturing building and two additional presses damaged in the fire. The Company began running one of the restored presses at the end of December 2019, while the second is now expected to be in use starting June ~~30, 2019,~~2020. During the first six months of fiscal 2020, the Company ~~has~~ received cash proceeds from insurance ~~proceeds~~ of ~~$8.2 million. The fire also destroyed~~$6.8 million, of which $3.5 million was realized in fiscal 2019, $2.3 million was used to offset expense incurred as a ~~leased building, which in accordance with its lease agreement, the Company is responsible to restore the property to full replacement value. With the Company being fully insured, the restoration~~result of the ~~property is covered~~fire and business interruption and $1.0 million used for capital; and, separately, $0.7 million in proceeds from the insurance carrier ~~has separately funded a partial payment of insurance proceeds as of June 30, 2019~~went directly to the landlord for the continued restoration of the damaged building as prescribed under the lease ~~arrangement in the amount of $0.4 million.~~arrangement. The table below reflects the

receipt of proceeds and how they were expended as of ~~June 30, 2019.~~March 31, 2020. Any additional recoveries in excess of recognized losses are treated as gain contingencies and will be recognized when the gain is realized or realizable. The Company also maintains business interruption insurance coverage and continues to work with the insurance company to reach an agreement on the recoverable amounts of business interruption ~~expenses. As noted within the table below, a payment of $0.6~~expenses, which $0.9 million was ~~made towards this coverage as~~realized in the first six months of ~~June 30, 2019 and is reflected within the cost of goods sold line within the consolidated condensed financial statements as of June 30, 2019.~~ fiscal 2020.



Balance sheet (Other receivables - dollars in millions):

September 30, 2019		$	3.5
	Cash proceeds	(6.8		)
	Capital expenditures	1.0
	Other expenses	1.4
	Business interruption	0.9
March 31, 2020		$	—

For further ~~breakout~~detail of how the consolidated condensed statements of operations were impacted for the ~~nine months~~six and three months ended, refer to Note 10, Commitments and Contingencies.



~~Balance sheet (Other receivable - dollars in millions):~~

~~September 30, 2018~~		$	—
	~~Cash proceeds~~	~~(8.2~~		)
	~~Capital expenditures~~	~~5.6~~
	~~Other expenses~~	~~2.0~~
	~~Business interruption~~	~~0.6~~
~~June 30, 2019~~		$	—

COVID-19

In March 2020, the outbreak of COVID-19 caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak became widespread in the United States and other countries in which we operate. The Company has taken proactive steps to ensure the safety of its employees and customers and to preserve the Company’s financial flexibility. We have enacted operating protocols to ensure the safety of our employees and adopted precautions in compliance with various regulatory orders and recommendations imposed in the jurisdictions in which we operate. We may decide to take further actions that we determine to be in the best interest of our employees and customers, or are required by federal, state or local authorities.

~~For~~The A&E industry in which we operate has been impacted by the ~~long-lived assets that were not damaged~~COVID-19 pandemic and the impact of this pandemic on this industry as well as the global economy continues to evolve. The extent of the pandemic’s effect on Company’s financial condition, liquidity and future results of operations, as well as the A&E industry generally, depends on future developments, which cannot be predicted at this time. These future developments include, without limitation, the scope and severity of the pandemic, mitigation actions taken in response to the pandemic, the length of time involved in resuming economic activity, and the impact on government programs and budgets. Reduced demand for products or impaired ability to meet customer demand as a result of the ~~fire,~~pandemic or future developments could have a material adverse effect on our business, operations and financial performance. Given the evolution of the COVID-19 pandemic and the varied global responses to curb its spread, the Company ~~performed a separate evaluation~~is not presently able to

estimate the effects of the COVID-19 outbreak on its future results of operations, financial condition or liquidity for ~~these assets. In accordance~~fiscal year 2020.

Backlog of Orders

SIFCO’s total backlog at March 31, 2020 was $107.0 million, compared with $94.1 million as of March 31, 2019 and $117.6 million as of September 30, 2019. Orders may be subject to ~~Accounting Standard Codification 360 ("Topic 360"),~~modification or cancellation by the customer with limited charges. Sales in the A&E markets are impacted by the general economy, newly acquired part numbers won and continued sales recovery from the fire ~~resulted~~at Orange and may be potentially affected by the COVID-19 pandemic, which has created increased pressure in these markets. If the COVID-19 pandemic continues to have a ~~triggering event, requiring an interim assessment to determine if~~material impact on the ~~carrying amount of long-lived assets are recoverable. As noted within Topic 360, an impairment loss shall be recognized only if the carrying amount of a long-lived asset is not recoverable~~A&E markets, including our more significant customers, it could materially affect our business and ~~exceeds its fair value. The~~ results of ~~management's analysis indicated that the remaining long-lived assets~~operations. Backlog may decline as ~~of December 31, 2018 are recoverable and continue to be as of June 30, 2019.~~

~~In fiscal 2019, the Company adopted Accounting Standards Update ("ASU") 2014-09,~~ ~~"Revenue from Contracts with Customers (Topic 606)"~~ ~~as discussed~~customers adjust orders in ~~Note 1,~~ ~~Summary of Significant Accounting Policies - Accounting Policies, Revenue. Note 1 demonstrates the impact Topic 606 had~~response to the ~~Company. As such, the comparability in sales~~ongoing COVID-19 pandemic and ~~cost~~its impact on their operations. Backlog information may not be indicative of ~~goods sold for the nine and three months end are impacted due to the new ASU.~~future sales.

~~The Company has continued to experience lower sales due to challenges with the energy market. As discussed within Note 3,~~ ~~Goodwill,~~ the Company performed an interim assessment of its goodwill at its Maniago reporting unit. Certain qualitative factors were triggered as of the assessment date, resulting in an interim review prior to its annual assessment date. Upon the completion of the Maniago reporting unit interim assessment, it was determined to do a full write down of its goodwill of $8.3 million (non-cash charge) at June 30, 2019.

~~Nine~~Six Months Ended ~~June 30, 2019~~March 31, 2020 compared with ~~Nine~~Six Months Ended ~~June 30, 2018~~March 31, 2019

Net Sales

Net sales for the first ~~nine~~six months of fiscal ~~2019~~2020 increased ~~1.0%~~ to ~~$81.3~~$56.7 million, compared with ~~$80.7~~$56.5 million in the comparable period of fiscal ~~2018.~~2019. Net sales comparative information for the first ~~nine~~six months of fiscal ~~2019~~2020 and ~~2018~~2019 is as follows:


(Dollars in millions)	Nine Months Ended June 30,				Increase/ (Decrease)			Six Months Ended March 31,				Increase/ (Decrease)
Net Sales	2019		2018 ¹		Increase/ (Decrease)			2020		2019		Increase/ (Decrease)
Aerospace components for:
Fixed wing aircraft	$	39.0	$	43.6	$	(4.6	)	$	25.4	$	26.4	$	(1.0	)
Rotorcraft	17.2		16.4		0.8			13.6		12.2		1.4
Energy components for power generation units	13.3		16.3		(3.0		)	6.1		8.5		(2.4		)
Commercial product and other revenue	11.8		4.4		7.4			11.6		9.4		2.2
Total	$	81.3	$	80.7	$	0.6		$	56.7	$	56.5	$	0.2

~~¹ Prior~~Fixed wing aircraft sales decreased $1.0 million to $25.4 million in the first six months ended March 31, 2020 compared with $26.4 million in the comparable period ~~amounts have not been adjusted under Topic 606 as~~of fiscal 2019. The decrease is primarily attributed to continued delays in production delivery from the ~~Company adopted~~Orange location due to the ~~modified retrospective adoption method.~~

fire along with reduced production of the Boeing 737 and production timing in the C-130J program. The increase of $1.4 million in rotorcraft sales in the first six months of fiscal 2020 compared to the same period in fiscal 2019 is primarily due to increased shipments related to the Black Hawk program. Commercial products and other revenue increased ~~$7.4~~$2.2 million in the first six months of fiscal 2020 compared to the same period in fiscal 2019, primarily due to ~~increased market share and~~ timing of shipments for the Hellfire II missile program. Net sales in energy components for power generation units decreased by ~~$3.0~~$2.4 million compared with the same period last year due to the continued softening of the energy ~~market. The decrease in fixed wing aircraft sales of $4.6 million is primarily attributed to delays in production/delivery at the Orange location~~market and some impact due to the ~~fire~~global outbreak of COVID-19. In response to the outbreak of COVID-19, the Italian government restricted the operations of businesses within Italy, including the Company’s operations in Maniago, Italy ("Maniago"). The Company received an exemption from these government restrictions based on the nature of its operations, but temporarily reduced its operations in Maniago and ~~reduced production~~also undertook a temporary shutdown from March 17 through March 22 to perform a deep cleaning of the ~~Boeing 737~~facility for employee safety due to the COVID-19 outbreak. The Company re-opened the facility on March 23 and ~~Airbus A320 and~~resumed limited production. The temporary cessation of operations in Maniago resulted in a delay in product shipments to customers, which impacted the ~~C-130J programs.~~quarter by approximately $0.6 million.

Commercial net sales were ~~50.7%~~40.0% of total net sales and military net sales were ~~49.3%~~60.0% of total net sales in the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~54.6%~~46.9% and ~~45.4%~~53.1%, respectively, in the comparable period in fiscal ~~2018.~~2019. A shift in mix between commercial versus military sales between comparable periods is due to an increase in military programs, such as the Black Hawk program, offset by the decline in energy sales and continued delays in production due to the ongoing recovery efforts at the Orange location resulting in reduced commercial sales. Military net sales increased by ~~$3.5~~$4.0 million to ~~$40.1~~$34.0 million in the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~$36.6~~$30.0 million in the comparable period of fiscal ~~2018,~~2019, primarily due to the timing of shipments for the Hellfire II missile program. Commercial net sales decreased ~~$2.9~~$3.8 million to ~~$41.2~~$22.7 million in the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~$44.1~~$26.5 million in the comparable period of fiscal ~~2018~~2019 primarily due to the continued business interruption created by the fire at the Orange location, production timing on certain programs and the soft energy ~~market resulting in decreased sales.~~ market.

Cost of Goods Sold

Cost of goods sold ~~increased~~decreased by ~~$2.2~~$4.5 million, or ~~3.1%~~8.7%, to ~~$75.1~~$47.1 million, or ~~92.4%~~83.1% of net sales, during the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~$72.9~~$51.6 million or ~~90.3%~~91.5% of net sales, in the comparable period of fiscal ~~2018.~~2019. The ~~increase~~decrease was due primarily to ~~increased volumes~~improved productivity and the receipt of $2.3 million in insurance proceeds related to business interruption and expense incurred related to the fire, partially offset by $1.7 million of unabsorbed costs related to the Orange location due to the fire ~~partially offset by product mix.~~and the one-time pension withdrawal liability charge of $0.8 million incurred for exiting its multi-employer plan as further explained in Note 7, Retirement Benefit Plans.

Gross Profit

Gross profit ~~decreased $1.6~~increased $4.8 million to ~~$6.2~~$9.6 million during the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~$7.8~~$4.8 million in the comparable period of fiscal ~~2018.~~2019. Gross margin percent of sales was ~~7.6%~~16.9% during the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~9.7%~~8.6% in the comparable period in fiscal ~~2018.~~2019. The ~~decrease~~increase in gross profit was primarily due to ~~higher costs incurred at~~improved productivity and the ~~Orange location due~~inclusion of insurance proceeds related to ~~the fire. As noted above, the Company has only recorded approximately $0.6 million of~~ business interruption ~~insurance recoveries with respect to the fire at the Orange location as it is working with its insurer to reach an agreement on the recoverable amount of business interruption related expenses.~~and extra expense coverage.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were ~~$11.4~~$7.5 million, or ~~14.0%~~13.3% of net sales during the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~$11.8~~$7.9 million, or ~~14.6%~~14.0% of net sales in the comparable period of fiscal ~~2018.~~2019. The ~~Company benefited from~~decrease is due to lower ~~bad debt expense~~equity compensation of ~~$0.3~~$0.2 million, lower salaries and benefits of $0.2 million and ~~outside services of $0.1 million,~~ lower ~~one-time costs of $0.4 million not incurred in fiscal 2019 related to Alliance closure and executive relocation costs, partially offset by higher~~ legal and professional costs of ~~$0.3~~$0.1 million, ~~and~~partially offset by higher incentive compensation accrual of $0.2 ~~million in commissions.~~million.

Amortization of Intangibles

Amortization of intangibles was ~~$1.2 million and $1.3~~$0.8 million in the first ~~nine~~six months of fiscal ~~2019~~2020 and fiscal ~~2018,~~2019, respectively.

Other/General

The Company recorded operating income of $1.8 million in the first six months of fiscal 2020, compared with an operating loss of ~~$9.9~~$3.0 million in the first ~~nine~~six months of fiscal ~~2019,~~2019.

In the first six months ended March 31, 2020, results included $1.0 million gain on insurance proceeds, compared to a ~~$4.2~~gain of $1.4 million in the ~~first nine months of fiscal 2018.~~

~~Current~~comparable period ~~results~~which included a $1.1 million gain on insurance proceeds and $0.3 million gain on disposal of assets which relates to the sale of the Alliance building for $0.3 million and $4.5 million related to a net gain on insurance proceeds related to the fire at the Orange location compared to the prior year gain related to the sale of the Company's Cork, Ireland ("Irish building") facility. Operating results also include an $8.3 million non-cash goodwill impairment charge related to the Maniago reporting unit as of June 30, 2019, as discussed in Note 3, ~~Goodwill~~.building.

Interest expense ~~decreased~~was $0.5 ~~million to $0.8~~ million in the first ~~nine~~six months of fiscal ~~2019,~~2020, compared ~~with $1.3~~to $0.6 million in the ~~same period in~~first six months of fiscal ~~2018. The decrease is primarily due to reduction of interest rates and lower average borrowings. See Note 5,~~ ~~Debt~~ ~~for further information.~~2019.

The following table sets forth the weighted average interest rates and weighted average outstanding balances under the Company’s debt agreement in the first ~~nine~~six months of both fiscal ~~2019~~2020 and ~~2018:~~2019:

Weighted Average
Interest Rate
Nine Months Ended
June 30, Weighted Average
Outstanding Balance
Nine Months Ended
June 30,
2019 2018 2019 2018
Revolving credit agreement 4.1 % 5.7 % $ 17.9 million $ 18.0 million
Term note — % 5.8 % $ 0.0 million $ 3.3 million
Foreign term debt 2.7 % 2.7 % $ 7.2 million $ 7.8 million

Other income, net, decreased to $0.1 million in the first nine months of fiscal 2019, compared with $0.4 million in the same period fiscal 2018. No further rental income has been received since the sale of the Irish building was finalized in the first quarter of fiscal 2018. The prior year amount of other income, net was $0.4 million for first nine months, which included rental income earned from the lease of the Irish building and grant income realized due to the sale of the Irish building.



	Weighted Average Interest Rate Six Months Ended March 31,				Weighted Average Outstanding Balance Six Months Ended March 31,
	2020		2019		2020	2019
Revolving credit agreement	3.8	%	4.1	%	$ 15.9 million	$ 20.7 million
Foreign term debt	4.0	%	2.6	%	$ 5.7 million	$ 7.5 million
Other debt	0.9	%	—	%	$ 1.0 million	$ 0.0 million

Income Taxes

The Company’s effective tax rate through the first ~~nine~~six months of fiscal ~~2019~~2020 was 8%(8%), compared with 9%16% for the same period of fiscal ~~2018. the~~2019. The decrease in the effective rate was primarily attributable to ~~discrete tax benefits in the third quarter of fiscal 2018 applied against a year-to-date loss related to tax legislation enacted which were non-recurring in fiscal 2019, partially offset by~~ changes in jurisdictional mix of income in fiscal ~~2019~~2020 compared with the same period of fiscal ~~2018.~~2019 and discrete tax benefits through the second quarter of fiscal 2019 applied against a year-to-date loss. The effective tax rate differs from the U.S. federal statutory rate due primarily to the valuation allowance against the Company’s U.S. deferred tax assets and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

Net Income (Loss)

Net income was $1.9 million during the first six months of fiscal 2020, compared with a net loss of $2.5 million in fiscal 2019, respectively. The increase in income is primarily due to higher gross profit, attributed to improved productivity and insurance proceeds received in the first six months of fiscal 2020.

Three Months Ended March 31, 2020 compared with Three Months Ended March 31, 2019

Net Sales

Net sales for the second quarter of fiscal 2020 increased 11.5% to $30.5 million, compared with $27.4 million in the comparable period of fiscal 2019. Net sales comparative information for the second quarter of fiscal 2020 and 2019 is as follows:



(Dollars in millions)	Three Months Ended March 31,				Increase (Decrease)
Net Sales	2020		2019		Increase (Decrease)
Aerospace components for:
Fixed wing aircraft	$	14.1	$	13.1	$	1.0
Rotorcraft	6.8		7.1		(0.3		)
Energy components for power generation units	3.4		4.7		(1.3		)
Commercial product and other revenue	6.2		2.5		3.7
Total	$	30.5	$	27.4	$	3.1

Total net sales for the Company increased $3.1 million in the second quarter of fiscal 2020 compared with the same period of fiscal 2019. The majority of the increase was attributed to a $3.7 million increase in commercial product and other revenue primarily due to timing of shipments for the Hellfire II missile program. Net sales in energy components for power generation units decreased by $1.3 million compared with the same period last year due to the continued softening of the energy market and as previously discussed within the six months management and analysis, due to the global outbreak of COVID-19 impacted the quarter by approximately $0.6 million due to the inability to ship to its customers late in the quarter.

Commercial net sales were 40.9% of total net sales and military net sales were 59.1% of total net sales in the second quarter of fiscal 2020, compared with 52.7% and 47.3%, respectively, in the comparable period of fiscal 2019. Military net sales increased by $5.0 million to $18.0 million in the second quarter of fiscal 2020, compared with $13.0 million in the comparable period of fiscal 2019. Commercial net sales decreased $1.9 million to $12.5 million in the second quarter of fiscal 2020, compared with $14.4 million in the comparable period of fiscal 2019 primarily due to delays in deliveries from the Orange location as a result of damage from the fire and lower sales due to the soft energy market.

Cost of Goods Sold

Cost of goods sold was $24.3 million, or 79.4% of net sales, during the second quarter of fiscal 2020, compared with $25.3 million or 92.4% of net sales, in the comparable period of fiscal 2019, primarily driven by improved productivity and receipt of insurance proceeds of $2.3 million related to business interruption and extra expense coverage.

Gross Profit

Gross profit increased $4.2 million to $6.3 million during the second quarter of fiscal 2020, compared with $2.1 million in the comparable period of fiscal 2019. Gross margin was 20.6% during the second quarter of fiscal 2020, compared with 7.6% in the comparable period in fiscal 2019. The increase in gross margin was primarily due to higher sales volume, improved productivity and receipt of insurance proceeds related to business interruption/extra expense from the Orange fire.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $3.3 million, or 10.9% of net sales, during the second quarter of fiscal 2020, compared with $3.8 million, or 13.9% of net sales, in the comparable period of fiscal 2019. The slight decrease in expenses was attributed to the unwind of certain stock compensation awards due to the Company falling short of targeted achievement percentages and decrease in legal and professional costs of $0.2 million.

Amortization of Intangibles

Amortization of intangibles was $0.4 million for both the second quarter of fiscal 2020 and fiscal 2019, respectively.

Other/General

The Company recorded an operating income of $3.5 million in the second quarter of fiscal 2020, compared to an operating loss of $0.9 million in the second quarter of fiscal 2019.

Current period results include a $1.0 million gain in insurance proceeds compared to $1.2 million in the second quarter of fiscal 2019 related to insurance recovery from the damage that occurred related to the fire at the Orange location.

Interest expense was $0.3 million in the second quarter of fiscal 2020 and fiscal 2019.

The following table sets forth the weighted average interest rates and weighted average outstanding balances under the Company’s Credit Agreement in the second quarter of both fiscal 2020 and 2019:



	Weighted Average Interest Rate Three Months Ended March 31,				Weighted Average Outstanding Balance Three Months Ended March 31,
	2020		2019		2020	2019
Revolving credit agreement	3.7	%	4.2	%	$ 16.1 million	$ 19.8 million
Foreign term debt	4.3	%	3.0	%	$ 5.5 million	$ 7.5 million
Other debt	0.9	%	—	%	$ 0.9 million	$ 0.0 million

Income Taxes

The Company's effective tax rate in the second quarter of fiscal 2020 was (1%), compared with (3%) for the same period of fiscal 2019. The increase in the effective rate was primarily attributable to changes in jurisdictional mix of income during the three months ended March 31, 2020 compared to the same period of fiscal 2019 and discrete tax benefits recorded in fiscal 2019 which were non-recurring in fiscal 2020. The effective tax rate differs from the U.S. Federal statutory rate due primarily to the valuation allowance against the Company's U.S. deferred tax assets and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

Net ~~Loss~~Income (Loss)

Net ~~loss~~income was ~~$9.9~~$3.3 million during the ~~first nine months~~second quarter of fiscal ~~2019,~~2020, compared with a net loss of ~~$4.5~~$1.3 million in the comparable period of fiscal ~~2018.~~2019. Net ~~loss in the current period~~income increased primarily due to ~~non-cash charge of $8.3 million due to full write-down of goodwill at the Company's Maniago reporting unit.~~

~~Three Months Ended June 30, 2019 compared with Three Months Ended June 30, 2018~~

~~Net Sales~~

Net sales for the third quarter of fiscal 2019 decreased 13.3% to $24.9 million, compared with $28.7 million in the comparable period of fiscal 2018. Net sales comparative information for the third quarter of fiscal 2019 and 2018 is as follows:

(Dollars in millions) Three Months Ended
June 30,
Increase (Decrease)

Net Sales 2019 2018 ¹
Aerospace components for:
Fixed wing aircraft $ 12.6
$ 16.1
$ (3.5 )
Rotorcraft 5.1
5.5
(0.4 )
Energy components for power generation units 4.9
4.6
0.3
Commercial product and other revenue 2.3
2.5
(0.2 )
Total $ 24.9
$ 28.7
$ (3.8 )

~~¹ Prior period amounts have not been adjusted under Topic 606 as the Company adopted the modified retrospective adoption method.~~

Total net sales for the Company decreased $3.8 million in the third quarter of fiscal 2019 compared with the comparable period of fiscal 2018. The majority of the decrease was attributed to $3.5 million decline in fixed wing aircraft sales due to the delay in production/delivery attributable to the Orange location fire and reduced sales related to C-130J program.

~~Commercial net sales were 59.2% of total net~~higher sales and military net sales were 40.8% of total net sales in the third quarter of fiscal 2019, compared with 52.5% and 47.5%, respectively, in the comparable period of fiscal 2018. Military net sales decreased by $3.5 million to $10.1 million in the third quarter of fiscal 2019, compared with $13.6 million in the comparable period of fiscal 2018. Commercial net sales decreased $0.4 million to $14.7 million in the third quarter of fiscal 2019, compared with $15.1 million in the comparable period of fiscal 2018 primarily due to delays in deliveries from the Orange location as a result of damage from the fire and lower sales due to the soft energy market.

~~Cost of Goods Sold~~

Cost of goods sold was $23.5 million, or 94.4% of net sales, during the third quarter of fiscal 2019, compared with $25.4 million or 88.6% of net sales, in the comparable period of fiscal 2018, primarily driven by lower volume, partially offset by unabsorbed costs related to the Orange location due to the fire.

~~Gross Profit~~

Gross profit decreased $1.9 million to $1.4 million during the third quarter of fiscal 2019, compared with $3.3 million in the comparable period of fiscal 2018. Gross margin was 5.6% during the third quarter of fiscal 2019, compared with 11.4% in the comparable period in fiscal 2018. The decrease in gross margin was primarily due to higher costs incurred at the Orange location as a result of the fire and from lowerincreased gross profit from energy components due to the soft energy market. The Company for the third quarter has only recorded approximately $0.5 million of business interruption insurance recoveries with respect to the fire

~~at the Orange location as it continues to work with its insurer to reach agreement on the recoverable amount of business interruption related expenses.~~

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses were $3.5 million, or 14.0% of net sales, during the third quarter of fiscal 2019, compared with $3.9 million, or 13.5% of net sales, in the comparable period of fiscal 2018. The slight decrease in expenses was attributed to the unwind of certain stock compensation awards due to the Company falling short of targeted achievement percentages. In addition, certain one-time charges, such as executive relocation costs of $0.1 million not incurred in the current period and decreased cash incentives of $0.2 million, partially offset by higher legal and professional costs of $0.2 million and sales commissions of $0.2 million.

~~Amortization of Intangibles~~

~~Amortization of intangibles was $0.4 million for both the third quarter of fiscal 2019 and fiscal 2018, respectively.~~

~~Other/General~~

~~The Company recorded an operating loss of $7.4 million in the third quarter of fiscal 2019, compared to a $1.4 in the third quarter of fiscal 2018.~~

Current period results include a $3.3 million gain in insurance proceeds related to insurance recovery from the damage that occurred related to the fire at the Orange location and an $8.3 million non-cash goodwill impairment charge related to the Maniago reporting unit, as discuss further in Note 3, ~~Goodwill~~.

Interest expense was $0.2 million in the third quarter of fiscal 2019, compared with $0.4 million in the same period of fiscal 2018. The decrease in interest expense was due to lower interest rates experienced from transitioning previous lender in the fourth quarter of fiscal 2018 and to lower levels of debt.

~~The following table sets forth the weighted average interest rates and weighted average outstanding balances under the Company’s Credit Agreement in the third quarter of both fiscal 2019 and 2018:~~

Weighted Average
Interest Rate
Three Months Ended
June 30, Weighted Average
Outstanding Balance
Three Months Ended
June 30,
2019 2018 2019 2018
Revolving credit agreement 4.1 % 6.1 % $ 12.5 million $ 17.8 million
Term note — % 5.8 % $ 0.0 million $ 2.7 million
Foreign term debt 2.9 % 2.0 % $ 6.7 million $ 7.2 million

~~Other income, net was nominal in both the third quarter of fiscal 2019 and 2018.~~

~~Income Taxes~~

The Company's effective tax rate in the third quarter of fiscal 2019 of 4%, compared with 12% for the same period of fiscal 2018. The decrease in the effective rate was primarily attributable to the goodwill impairment charge recorded at the Maniago reporting unit during the third quarter of fiscal 2019 as described in Note 3, ~~Goodwill,~~ which is non-deductible for tax purposes, applied against a year-to-date loss. The effective tax rate differs from the U.S. Federal statutory rate due primarily to the valuation allowance against the Company's U.S. deferred tax assets and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate.

~~Net Loss~~

Net loss was $7.4 million during the third quarter of fiscal 2019, compared with net loss of $1.5 million in the comparable period of fiscal 2018. Net loss increased primarily due to the non-cash goodwill impairment charge of $8.3 million and decrease gross profit of $1.9 million, partially offsetalong with the gain on property recovered by insurance of ~~$3.3~~$1.0 million and $1.1 million of business interruption as ~~we continue~~the Company continues to work through the rebuilding ~~phase~~ of the Orange location.

Non-GAAP Financial Measures

Presented below is certain financial information based on the Company's EBITDA and Adjusted EBITDA. References to “EBITDA” mean earnings (losses) from continuing operations before interest, taxes, depreciation and amortization, and references to “Adjusted EBITDA” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and Adjusted EBITDA.

Neither EBITDA nor Adjusted EBITDA is a measurement of financial performance under generally accepted accounting principles in the United States of America (“GAAP”). The Company presents EBITDA and Adjusted EBITDA because management believes that they are useful indicators for evaluating operating performance and liquidity, including the Company’s ability to incur and service debt and it uses EBITDA to evaluate prospective acquisitions. Although the Company uses EBITDA and Adjusted EBITDA for the reasons noted above, the use of these non-GAAP financial measures as analytical tools has limitations. Therefore, reviewers of the Company’s financial information should not consider them in isolation, or as a substitute for analysis of the Company's results of operations as reported in accordance with GAAP. Some of these limitations include:

Neither EBITDA nor Adjusted EBITDA reflects the interest expense, or the cash requirements necessary to service interest payments on indebtedness;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and neither EBITDA nor Adjusted EBITDA reflects any cash requirements for such replacements;

The omission of the substantial amortization expense associated with the Company’s intangible assets further limits the usefulness of EBITDA and Adjusted EBITDA; and

Neither EBITDA nor Adjusted EBITDA includes the payment of taxes, which is a necessary element of operations.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to the Company to invest in the growth of its businesses. Management compensates for these limitations by not viewing EBITDA or Adjusted EBITDA in isolation and specifically by using other GAAP measures, such as net income (loss), net sales, and operating income (loss), to measure operating performance. Neither EBITDA nor Adjusted EBITDA is a measurement of financial performance under GAAP, and neither should be considered as an alternative to net loss or cash flow from operations determined in accordance with GAAP. The Company’s calculation of EBITDA and Adjusted EBITDA may not be comparable to the calculation of similarly titled measures reported by other companies.

The following table sets forth a reconciliation of net ~~income~~loss to EBITDA and Adjusted EBITDA:


Dollars in thousands	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
	2019			2018			2019			2018			2020			2019			2020			2019
Net loss	$	(7,370	)	$	(1,532	)	$	(9,911	)	$	(4,481	)
Net income (loss)													$	3,260		$	(1,258	)	$	1,919		$	(2,540	)
Adjustments:
Depreciation and amortization expense	1,896			2,160			5,735			6,479			1,875			1,910			3,731			3,840
Interest expense, net	229			417			835			1,275			262			314			513			605
Income tax (benefit)	(336		)	(218		)	(816		)	(456		)	(39		)	34			(134		)	(480		)
EBITDA	(5,581		)	827			(4,157		)	2,817			5,358			1,000			6,029			1,425
Adjustments:
Foreign currency exchange gain, net (1)	(3		)	(32		)	(4		)	(112		)	(1		)	(1		)	—			(1		)
Other income, net (2)	(15		)	(4		)	(50		)	(400		)	25			(34		)	(84		)	(35		)
(Gain) loss on disposal and impairment of assets (3)	—			357			(282		)	(1,071		)
(Loss) gain on disposal and impairment of assets (3)													41			—			41			(282		)
Gain on insurance proceeds received (4)	(3,304		)	—			(4,468		)	—			(1,000		)	(1,164		)	(1,000		)	(1,164		)
Equity compensation (5)	(59		)	186			367			428			70			190			225			426
LIFO impact (6)	154			184			98			299			(33		)	(19		)	(11		)	(57		)
Goodwill impairment (7)	8,294			—			8,294			—
Executive relocation costs (8)	—			145			—			145
Adjusted EBITDA	$	(514	)	$	1,663		$	(202	)	$	2,106		$	4,460		$	(28	)	$	5,200		$	312


(1)	Represents the gain or loss from changes in the exchange rates between the functional currency and the foreign currency in which the transaction is denominated.


(2)	Represents miscellaneous non-operating income or expense, ~~which previously consisted of rental income from the Company's Irish subsidiary (through first quarter 2018 when the building was sold). Included in fiscal 2018 was~~such as pension costs or grant ~~income that was realized that relates to the Company's Irish subsidiary.~~income.


(3)	Represents the difference between the proceeds from the sale of operating equipment and the carrying values shown on the Company’s books or asset impairment of long-lived assets.


(4)	Represents the difference between the insurance proceeds received for the damaged property and the carrying values shown on the Company's books for the assets that were damaged in the fire at the Orange location.


(5)	Represents the equity-based compensation expense recognized by the Company under its 2016 Long-Term Incentive Plan (as the amendment and restatement of, and successor to, the 2007 Long-Term Incentive Plan) due to granting of awards, awards not vesting and/or forfeitures.


(6)	Represents the change in the reserve for inventories for which cost is determined using the last-in, first-out (“LIFO”) method.


~~(7)~~	~~Represents non-cash charge of goodwill impairment experienced at its reporting unit level.~~


~~(8)~~	~~Represents costs related to Executive relocation costs.~~

B. Liquidity and Capital Resources

Cash and cash equivalents were ~~$0.7~~both $0.3 million at ~~June 30, 2019 compared with $1.3 million at~~March 31, 2020 and September 30, ~~2018.~~2019. At ~~June 30, 2019,~~March 31, 2020, all of the ~~$0.7~~$0.3 million of the Company’s cash and cash equivalents were in the possession of its non-U.S. subsidiaries. Distributions from the Company's non-U.S. subsidiaries to the Company may be subject to adverse tax consequences.

Historically, the main sources of liquidity have been cash flows from operations and borrowings under our Credit Agreement. However, the impact of the COVID-19 pandemic (and the rapidly changing U.S. and global market and economic conditions due to the COVID-19 outbreak) is highly uncertain, with disruptions to the business of our customers and suppliers, which in turn is likely to impact our business, operations and results as well as our liquidity and capital resources. The Company's liquidity could be negatively affected by extending payment terms to customers and/or a decrease in demand for our products as a result of the COVID-19 pandemic. Accordingly, during the quarter ended March 31, 2020 (and subsequent to the quarter end), management evaluated the Company’s liquidity and capital resources and took a number of steps to help preserve financial flexibility in light of uncertainty resulting from the COVID-19 pandemic by deferring wage increases to non-union employees, increased oversight of all capital expenditure approval, working with vendors to reduce costs and subsequent to quarter-end, obtained a Paycheck Protection Program Loan as referenced in Note 11, Subsequent Events and for the reasons described below. As the impact of the COVID-19 pandemic on the economy and the Company's operations continues to evolve, the Company and management will continue to assess liquidity needs.

Operating Activities

The Company’s operating activities ~~provided $9.4~~used $0.4 million of cash in the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with ~~$0.7~~providing cash of $5.0 million in the first six months of fiscal 2019. The cash ~~provided~~used by operating activities in the first ~~nine~~six months of fiscal ~~2018.~~2020 was primarily due to the use in working capital of $5.1 million (increase in inventory of $2.9 million, $2.2 million in contract assets, net accruals of $1.2 million offset by $1.5 million decrease in receivables) partially offset by net income of $1.9 million

and by $2.8 million of non-cash items such as depreciation and amortization of $3.8 million, offset by $1.0 million of other non-cash items, such as equity based compensation, deferred income taxes and LIFO effect. The use of cash from working capital was primarily due to increase in inventories to support orders in the second half of fiscal 2020 and payments to suppliers and disbursements related to the fire recovery, partially offset by decreased receivables resulting from improved collections.

The Company's operating activities provided $4.9 million of cash in the first six months of fiscal 2019. The cash provided by operating activities in the first ~~nine~~six months of fiscal 2019 was primarily due to ~~a reduction in working capital of $9.8 million, a result in~~ non-cash items of $2.6 million, such as ~~the goodwill impairment charge of $8.3 million,~~ depreciation and amortization of ~~$5.7~~$3.8 million offset by a gain on insurance proceeds received for the damaged property of $1.2 million, a net gain on sale of the Alliance building and other assets of $0.3 million and other non-cash items, such as equity based compensation, deferred income taxes and LIFO effect, and a net source of working capital of $4.9 million, partially offset by a ~~gain on insurance recovery combined with a disposal of asset of $4.8 million and a~~ net loss of ~~$9.9~~$2.5 million. The ~~increase in~~ cash ~~from~~used for working capital was primarily due to decreased receivables due to collections, partially offset by timing of payments to suppliers.

The Company's operating activities provided $0.7 million of cash in the first nine months of fiscal 2018. The cash provided by operating activities in the first nine months of fiscal 2018 was primarily due to, depreciation and amortization of $6.5 million, a net source of working capital of $0.1 million, offset by the net gain on the sale of Irish building and other assets of $1.1 million and other non-cash items, such as equity based compensation, deferred income taxes and LIFO effect, partially offset by a net loss of $4.5 million. The cash provided for working capital was primarily due to decreased receivables due to collections offset by increased inventory and payables as a result of inventory build due to anticipated sales.

Investing Activities

Cash used by investing activities was ~~$1.1~~$0.1 million in the first ~~nine~~six months of fiscal ~~2019,~~2020, which includes ~~$5.6~~$4.5 million of insurance proceeds received due to the Orange location fire, compared with cash ~~provided~~used by investing activities of $1.2 million in the first ~~nine~~six months of fiscal ~~2018.~~2019. In addition to the ~~$7.0~~$4.6 million expended for capital expenditures during the first ~~nine~~six months of fiscal ~~2019, $3.3~~2020, $3.9 million was committed for future capital expenditures as of ~~June 30, 2019.~~March 31, 2020. The Company anticipates that the total fiscal ~~2019~~2020 capital expenditures will be within the range of $4.5 million to $6.5 million (exclusive of fire related expenditures) and will relate principally to the further enhancement of production and product offering capabilities and operating cost reductions. Separate from the range provided, the Company anticipates incurring additional costs in fiscal ~~2019~~2020 of approximately ~~$6.5~~$5.0 million to ~~$9.0~~$7.0 million in capital expenditures at the Orange location as the result of the fire and resulting damage that took place. These costs are expected to be offset by insurance proceeds, approximately ~~$8.2~~of which $6.8 million of insurance proceeds have been received as of ~~June 30, 2019.~~March 31, 2020. Of the proceeds received, ~~$5.6~~$4.5 million have been used towards to capital expenditures and the remaining ~~$2.6~~$2.3 million received is offsetting operating costs.

Financing Activities

Cash ~~used~~provided by financing activities was ~~$8.8~~$0.5 million in the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with cash used by financing activities of ~~$1.6~~$3.2 million in the first ~~nine~~six months of fiscal ~~2018.~~2019.

The Company had proceeds from long-term debt of $2.7 million, of which $1.2 million resulted in multiple borrowings from its domestic location to facilitate certain capital projects and $1.5 million of additional long-term debt at the foreign location. Additionally, the Company made repayments of ~~$1.1~~$0.6 million of long-term debt, which $0.5 million were from the Company's foreign ~~long-term~~term loan, compared ~~to $2.6~~with repayments of $0.7 million ~~in repayments~~ in the comparable ~~prior period, of which $1.4 million of repayments related~~

~~to the term loan under the Amended and Restated Credit and Security Agreement ("2016 Credit Agreement") and $1.2 million of repayments were to its foreign long-term loan in fiscal 2018.~~period.

In August 2018, the ~~company extinguished its 2016 Credit Agreement and~~Company entered into an asset-based Credit Agreement ("Credit Agreement") and Security Agreement ("Security Agreement") with a lender. See Note 5, Debt, of the consolidated condensed statements for further discussion related to the Credit Agreement and the First, Second, Third and ~~Third~~Fourth Amendment to the Credit Agreement.

The Company had net ~~repayments~~borrowings from the revolver under the Credit Agreement of ~~$8.6~~$1.6 million in the first ~~nine~~six months of fiscal ~~2019,~~2020, compared with net repayments of ~~$1.8~~$2.6 million in the first ~~nine~~six months of fiscal ~~2018. The unused availability of the revolver as of June 30, 2019 was $10.1 million.~~2019.

Amounts borrowed under the Credit Agreement are secured by substantially all the assets of the Company and its U.S. subsidiaries and a pledge of 66.67% of the stock of its first-tier non-U.S. subsidiaries. Borrowings will bear interest at the lender's established domestic rates or LIBOR, plus the applicable margin as set forth in the Credit Agreement. The revolver has a rate based on LIBOR plus ~~1.75%~~2.00% spread, which was ~~3.94%~~3.6% at ~~June 30, 2019~~March 31, 2020 and the Export Credit Agreement as discussed in Note 5, Debt, has a rate based on LIBOR plus ~~1.25%~~1.50% spread, which was ~~3.69%~~3.1% at ~~June 30, 2019.~~March 31, 2020. The Company also has a commitment fee of 0.25% under the Credit Agreement to be incurred on the unused balance of the revolver.

As the Company’s Credit Agreement is asset-based, sustained significant decrease in revenue in the U.S. or excessive aging of the underlying receivables as a result of the impact of the COVID-19 pandemic could materially affect the collateral capacity limitation on the availability under the Credit Agreement and could impact our ability to comply with covenants in our Credit Agreement.

Under the Company's Credit Agreement, the Company is subject to certain customary loan covenants ifregarding availability ~~is less than or equal to 12.5% of the Revolving Commitment for three or more business days~~as discussed in ~~any consecutive 30 day period.~~ Note 5, Debt. The availability at ~~June 30, 2019~~March 31, 2020 was ~~$12.7~~$8.0 million. If availability had fallen short, the Company would be required to meet the fixed charge coverage ratio ("FCCR") covenant, which must not be less than 1.1 to 1.0. In the event of a default, we may not be able to access our revolver, which could impact the ability to fund working capital needs, capital expenditures and invest in new business opportunities. Because the availability was greater than the ~~12.5%~~10% of the Revolving Commitment as of ~~June 30, 2019,~~March 31, 2020, the FCCR calculation was not required.

~~The Company incurred debt issuance costs related to the above Credit Agreements and amendments in fiscal 2019 and 2018. See Note 5,~~ ~~Debt~~ ~~for further discussion.~~

Future cash flows from the Company’s operations ~~will~~may be used to pay down amounts outstanding under the Credit ~~Agreement.~~Agreement and its foreign related debts. The Company believes it has adequate cash/liquidity available to finance its operations from the combination of (i) the Company’s expected cash flows from operations, ~~and~~ (ii) funds available under the Credit ~~Agreement.~~Agreement for its domestic locations and (iii) subsequent to quarter end, funds received pursuant to the Paycheck Protection Program Loan. The Company continues to seek alternatives with its lenders and other potential partners to refinance certain debt obligations at its Maniago location to provide Maniago with sufficient future liquidity. If Maniago is unsuccessful in obtaining additional financing, it may experience certain challenges in meeting certain obligations. This foreign debt is collateralized by Maniago’s assets. The U.S. operations of the Company have not pledged any assets as collateral or guaranteed Maniago’s debt. The consolidated condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of the Maniago assets or the amounts and classifications of the Maniago liabilities that may result from the outcome of this uncertainty. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan will provide adequate liquidity to finance Maniago operations.

Additionally, the tightening of the credit market and standards, as well as capital market volatility, could negatively impact our ability to obtain additional debt financing on terms equivalent to our existing Credit Agreement, in the event the Company seeks additional liquidity sources as a result of the continued impact of COVID-19. Capital market uncertainty and volatility, together with the Company’s market capitalization and status as a smaller reporting company could also negatively impact our ability to obtain equity financing.

C. Critical Accounting Policies and Estimates

The Company's disclosures of critical accounting policies in its Annual Report on Form 10-K for the year ended September 30, ~~2018~~2019 have not materially changed since that report was filed, except for the following:

Effective October 1, ~~2018,~~2019, the Company adopted ~~the new revenue standard.~~ASC 842 Leases ("Topic 842"). Prior to the adoption of Topic 842, operating leases were maintained as off balance sheet arrangements. Under the ~~new revenue standard,~~transition method selected by the Company, ~~generally~~leases that are not short-term in nature existing at, or entered on October 1, 2019 were required to be recognized ~~revenue when title~~ and ~~risk of loss passed~~measured. Prior period amounts were not adjusted and continue to be reflected with the ~~customer, which generally occurred at the time of shipment or when title passed when the goods reached their destination.~~Company's historical accounting.

~~Under~~The Company determines if a contract contains a lease when the contract conveys the right to control the use of identified assets for a period in exchange for consideration. Upon identification and commencement of a lease, the Company establishes a right of use ("ROU") asset and a lease liability. Operating leases are included in ROU assets, short-term operating lease liabilities, and long-term operating lease liabilities on the consolidated condensed balance sheets. Finance leases are included in property, plant, and equipment, current maturities of long-term debt and long-term debt on the consolidated condensed balance sheets.

The total lease term is determined by considering the initial lease term per the lease agreement, which is adjusted to include any renewal options that the Company is reasonably certain to exercise as well as any period that the Company has control before the stated initial term of the agreement. If the Company determines there exists a reasonable certainty of exercising termination or early buyout options, then the lease terms are adjusted to account for these facts.

The Company elected the package of practical expedients permitted under the transition guidance within the new ~~revenue~~ standard which, among other things, allowed the Company ~~recognizes revenue~~to carry forward the historical lease classification.

The Company has made an accounting policy election to not separate non-lease components from lease components when ~~performance obligations~~allocating consideration for the buildings and machinery and equipment ROU asset classes. The election was made to reduce the administrative burden that would be imposed on the Company.

ROU assets and liabilities are ~~satisfied under the terms of a contract with the customer. This has resulted in control transferring over time for certain customer products, in which revenue is~~ recognized based on ~~progress toward completion~~the present value of the ~~performance obligation. The selection~~future minimum lease payments over the lease term at commencement date. As most of the ~~method to measure progress towards completion requires judgment and is~~leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the ~~nature~~information available at commencement date in determining the present value of the ~~products to be provided. The Company has elected to use~~future payments. Lease expense for operating leases is recognized on a straight-line basis over the ~~cost to cost input~~lease term, while the expense for finance leases is recognized as depreciation expense and interest expense using the accelerated interest method of ~~progress based on costs incurred~~recognition. A lease asset and lease liability are not recorded for leases with an initial term of 12 months or less and the lease expense related to these ~~contracts because it best depicts the transfer of goods to the customer based on incurring costs on the contracts. Under this method, the extent of progress towards completion~~leases is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred. The remaining customer contracts continue to be recognized as ~~of a point in time when products are shipped from~~incurred over the ~~Company's manufacturing facilities or at a later point in time when control of the products transfers to the customer.~~lease term.

~~Contract Balances~~

Contract assets on the consolidated condensed balance sheets is recognized when a good is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. In these instances, revenue recognized exceeds the amount billed to the customer and the right to payment is not just subject to the passage of time. Amounts do not exceed their net realizable value. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Payment from customers are received based on the terms established in the contract with the customer.

D. Impact of Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" and subsequent updates. ASU 2016-13 changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The new guidance will replace the current incurred loss approach with an expected loss model. The new expected credit loss impairment model will apply to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt instruments, net investments in leases, loan commitments and standby letters of credit. Upon initial recognition of the exposure, the expected credit loss model requires entities to estimate the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses should consider historical information, current information and reasonable and supportable forecasts, including estimates of prepayments. Financial instruments with similar risk characteristics should be grouped together when estimating expected credit losses. ASU 2016-13 does not prescribe a specific method to make the estimate, so its application will require significant judgment. ASU 2016-13 is effective for public companies in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. However, in November 2019, the FASB issued ASU 2019-10, "Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)," which defers the effective date for public filers that are considered smaller reporting companies ("SRC"), as defined by the Securities and Exchange Commission, to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Because SIFCO is considered a SRC, the Company does not need to implement until October 1, 2023. The Company ~~is in the process of evaluating~~will continue to evaluate the effect ~~that the adoption~~ of adopting ASU 2016-13 will have on the Company's results within the consolidated condensed statements of operations and financial condition.

In December 2019, ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" was issued to (i) reduce the complexity of the standard by removing certain exceptions to the general principles in Topic 740 and (ii) improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently in the process of evaluating the impact of adoption of the rules on the Company's financial condition, results of operations and disclosure.

E. Recently Adopted Accounting Standards

For recently adopted accounting standards refer to Note 1, Summary of Significant Accounting Policies - Recently Adopted Accounting Standards for further detail.

Item 4. Controls and Procedures

As defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures include components of the Company’s internal control over financial reporting. 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. 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, 2019~~March 31, 2020 (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 not effective, as a result of the continuing existence of the material ~~weaknesses~~weakness in the Company's internal controls over financial reporting described in Item 9A of the Company's ~~2018~~2019 Annual Report on Form ~~10-K and in Item 4 of the Company's Quarterly Report on Form 10-Q for the first quarter of 2019.~~

10-K.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

The following material ~~weaknesses~~weakness related to our control environment existed as of ~~June 30, 2019.~~March 31, 2020.

Key controls around segregation of duties and periodic access reviews within IT general and application controls for ~~domestic operations~~the Cleveland operation were not designed or operating effectively.

~~Key controls within IT processes were not designed and operating effectively at Maniago.~~

~~Review controls related to certain accounting matters with manual calculations and financial statement disclosures were not sufficiently precise in detecting material errors.~~

The control environment deficiencies described above could have resulted in a failure to prevent or detect a material misstatement in our financial statements due to the omission of information or inappropriate conclusions regarding information required to be recorded, processed, summarized, and reported in the Company’s SEC reports. Notwithstanding the identified material ~~weaknesses,~~ weakness,

management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

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.

To address the material weakness identified in our control environment, the Company is taking the following actions to remediate the material ~~weaknesses:~~weakness:

Implement a robust security and access reviews at a level of precision necessary to ensure they are timely and ~~appropriate, including monitoring activities for users with privileged access.~~appropriate. The Company is making progress ~~and will seek~~by utilizing external ~~assistance as needed.~~assistance. Using a risk-based approach, management ~~is implementing~~will implement detective and monitoring business process controls to further mitigate IT risks over financial reporting.

To prevent future recurrence of errors surrounding accounting matters with manual calculations and financial statement disclosures, management will take appropriate measures to enhance the precision of controls surrounding completeness and accuracy of key spreadsheets and financial statement disclosures and add additional layers of review by having additional accounting personnel ensure the accuracy of the calculations and financial statement disclosures. This includes improving documentation of controls, training, and enhanced communication within the organization.

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 ~~weaknesses,~~weakness, including but not limited to (i) evaluating our information technology systems or invest in improvements to our technology sufficient to generate accurate, transparent, and timely financial information, and (ii) continue to strengthen organizational structure by holding individuals accountable for their internal control responsibilities.

Although we ~~expect~~continue to make meaningful progress on our remediation plan during fiscal year ~~2019, our efforts may extend past~~2020, we cannot estimate how long it will take to complete the ~~end~~process or the costs of ~~fiscal year 2019.~~actions required. 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

~~Beginning October 1, 2018, the Company implemented ASC 606, “Revenue from Contracts with Customers~~” ("Topic 606"). For its adoption, the Company implemented changes to its revenue recognition process and control activities within them, such as development of new entity-wide policies, ongoing contract reviews and manual changes to accommodate presentation and disclosure requirements.

~~Except for the remediation items described in Item 4 related to prior year findings and Topic 606 and a newly identified~~No material ~~weakness in the first quarter of fiscal 2019, there have been no~~ changes in ~~the Company’s~~our internal ~~controls~~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~~period covered by this Quarterly Report on Form 10‑Q that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, ~~the Company’s~~our internal ~~controls~~control over financial reporting.

Part II. Other Information

Items ~~1A,~~ 2, 3, 4 and 5 are not applicable or the answer to such items is negative; therefore, the items have been omitted and no reference is required in this Quarterly Report.

Item 1. Legal Proceedings

In the normal course of business, the Company may be involved in ordinary, routine legal actions. The Company cannot reasonably estimate future costs, if any, related to these matters and does not believe any such matters are material to its financial condition or results of operations. The Company maintains various liability insurance coverages to protect its assets from losses arising out of or involving activities associated with ongoing and normal business operations; however, it is possible that the Company’s future operating results could be affected by future costs of litigation. For a more information regarding our outstanding material legal proceedings, see Note 10, Commitments and Contingencies.

Item 1A. Risk Factors

The Company is subject to various risks and uncertainties, including, without limitation, (1) the impact on business conditions in general, and on the demand for products in the A&E industries in particular, of the global economic outlook, including the continuation of military spending at or near current levels and the availability of capital and liquidity from banks and other providers of credit; (2) the future business environment, including capital and consumer spending; (3) competitive factors, including the ability to replace business that may be lost; (4) metals and commodities price increases and the Company’s ability to recover such price increases; (5) successful development and market introduction of new products and services; (6) continued reliance on consumer acceptance of regional and business aircraft powered by more fuel efficient turbine engines; (7) continued reliance on military spending, in general, and/or several major customers, in particular, for revenues; (8) the impact on future contributions to the Company’s defined benefit pension plans due to changes in actuarial assumptions, government regulations and the market value of plan assets; (9) stable governments, business conditions, laws, regulations and taxes in economies where business is conducted; (10) the ability to successfully integrate businesses that may be acquired into the Company’s operations; and (11) extraordinary or force majeure events affecting the business or operations of our business, any of which could have a material effect on us. 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. 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.

Our business is subject to risks associated with widespread public health crises, including the current COVID-19 pandemic.

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization, and the outbreak subsequently became increasingly widespread in the United States and other countries in which we operate. While we are actively monitoring the pandemic and taking steps to mitigate the risks posed by its spread, there is no guarantee that our efforts will mitigate the adverse impacts of COVID-19 or will be effective. Uncertain factors relating to the COVID-19 pandemic include the duration of the outbreak, the severity of the disease, and the actions, or perception of actions that may be taken, to contain or treat its impact, including declarations of states of emergency, business closures, manufacturing restrictions and a prolonged period of travel, commercial and/or other similar restrictions and limitations.

The pandemic is affecting and is expected to continue to affect certain elements of our operations and business. We have experienced operational interruptions as a result of COVID-19, including the temporary suspension of operations at our facilities in Maniago, Italy. However, these operational interruptions are not expected to have a material impact on our consolidated results of operations.

We have begun to experience and expect to continue to experience unpredictable changes in demand from the markets we serve. The A&D industries have been negatively impacted by the COVID-19 pandemic as a result of various restrictions on air travel and concern regarding air travel during a pandemic. These factors have caused reductions in demand for commercial aircraft, which will adversely impact our net sales and operating results and may continue to do so for an extended period of time. Further, an overall reduction in business activity as a result of the disruption has led to a continued softening of the energy market. If the pandemic continues and conditions worsen, we may experience additional adverse impacts on our operations, costs, customer orders, and collections of accounts receivable, which may be material. While we are unable to predict the magnitude of the impact of these factors at this time, the loss of, or significant reduction in, purchases by our large customers could have a material adverse effect on our business, financial condition, and results of operations.

Additionally, the pandemic could lead to an extended disruption of economic activity whereby the impact on our consolidated results of operations, financial position and cash flows could be material. While the potential economic impact brought by and the duration of the coronavirus outbreak may be difficult to assess or predict, a widespread pandemic could result in significant or sustained disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, while we believe we have taken appropriate steps to maintain a safe workplace to protect our employees from contracting and spreading the coronavirus, we may not be able to prevent the spread of the virus among our employees, face litigation or other proceedings making claims related to unsafe working conditions, inadequate protection of our employees or other claims. Any of these claims, even if without merit, could result in costly litigation or divert management's attention and resources. Furthermore, we may face a sustained disruption to our operations due to one or more of the factors described above.

The impact of the COVID-19 pandemic may also exacerbate other risks and uncertainties the Company faces or may face. The impact depends on the severity and duration of the current COVID-19 pandemic and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict.

Item 6. (a) Exhibits

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.)



Exhibit No.		Description
2.1		Stock Purchase Agreement between Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons and SIFCO Italy Holdings S.R.L (a wholly-owned subsidiary of SIFCO Industries Inc.) dated March 16, 2015 filed as Exhibit 2.1 to the Company’s Form 8-K dated July 2, 2015, and incorporated herein by reference



2.2		Amendment to the Stock Purchase Agreement Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons and SIFCO Italy Holdings S.R.L (a wholly-owned subsidiary of SIFCO Industries Inc.) dated June 30, 2015 filed as Exhibit 2.2 to the Company’s Form 8-K dated July 2, 2015, and incorporated herein by reference
3.1		Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as Exhibit 3(a) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference
3.2		SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January 28, 2016, filed as Exhibit 3.2 of the Company’s Form 10-K dated September 30, 2015, and incorporated herein by reference
9.1		Voting Trust Agreement dated January 31, 2013, filed as Exhibit 9.1 to the Company’s Form 10-Q dated February 11, 2013 and incorporated herein by reference
9.2		Voting Trust Extension Agreement dated January 15, 2015, filed as Exhibit 9.2 to the Company's Form 10-Q dated February 3, 2015 and incorporated herein by reference
9.3		Voting Trust Agreement dated January 31, 2017, filed as Exhibit 9.3 to the Company's Form 10-Q dated ~~January~~December 31, ~~2017~~2016 and incorporated herein by reference
9.4		Voting Trust Extension Agreement dated January 18, 2019, filed as Exhibit 9.4 to the Company's Form 10-Q dated February 14, 2019, and incorporated herein by reference
10.1		SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2008 Annual Meeting to Shareholders dated December 14, 2007, and incorporated herein by reference
10.2		Letter Agreement between the Company and Jeffrey P. Gotschall, dated August 12, 2009 filed as Exhibit 10.1 of the Company’s Form 8-K dated August 12, 2009 and incorporated herein by reference
10.3		Amendment No. 1 to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2011 Annual Meeting to Shareholders dated December 15, 2010, and incorporated herein by reference
10.4		Change in control Agreement and Separation Agreement between the Company and Peter W. 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.
10.5		Form of SIFCO Industries, Inc. Long-term incentive plan performance share award, filed as Exhibit 10.6 to the Company's Form 10-Q dated May 16, 2016, and incorporated herein by reference
10.6		Form of SIFCO Industries, Inc. Long-term incentive plan restricted share award, filed as Exhibit 10.7 to the Company's Form 10-Q dated May 16, 2016, and incorporated herein by reference
10.7		Award agreement between the Company and Peter W. Knapper, ~~granted~~dated June 16, 2016, effective June 29, 2016, filed as Exhibit 10.1 to the Company's Form 8-K dated June 17, 2016, and incorporated herein by reference



10.8		Credit Agreement, dated August 8, 2018, by and among SIFCO Industries, Inc. and Lender named therein and J.P. Morgan Chase Bank, N.A., filed as Exhibit 10.12 to the Company's Form 10-Q dated August 9, 2018, and incorporated herein by reference
10.9		Amendment and Restatement to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2017 Annual Meeting to Shareholders dated December 6, 2016, and incorporated herein by reference
10.10		Form of SIFCO Industries, Inc. Long-term incentive plan performance share award, filed as Exhibit 10.14 to the Company's Form 10-Q dated January 31, 2017, and incorporated herein by reference
10.11		Form of SIFCO Industries, Inc. Long-term incentive plan restricted share award, filed as Exhibit 10.15 to the Company's Form 10-Q dated January 31, 2017, and incorporated herein by reference
10.12		Form of SIFCO Industries, Inc. Long-term incentive plan restricted share award, filed as Exhibit 10.16 to the Company's Form 10-Q dated January 31, 2017, and incorporated herein by reference
10.13		Amended and Restated Relocation Agreement, dated February 15, 2018, by and between SIFCO Industries, Inc. and Peter Knapper, filed as Exhibit 10.1 to the Company's Form 8-K dated February 15, 2018, and incorporated herein by reference
~~10.14~~10.18		Change in Control Agreement and Separation Agreement between the Company and Thomas R. Kubera, effective June 29, 2019, filed as Exhibit 10.2 to the Company's Form 8-K dated July 1, 2019 and incorporated herein by reference
~~10.15~~10.19		First Amendment to Credit Agreement, dated November 5, 2018, by and among SIFCO Industries, Inc., T&W Forge, LLC., 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 8, 2018, and incorporated herein by reference

~~10.16~~

10.20		Economic Development Administration Title IX Loan Agreement, dated November 8, 2018, by and between the City of Cleveland and SIFCO Industries, Inc., filed as exhibit 10.2 to the Company's Form 8-K dated November 8, 2018, and incorporated herein by reference
~~10.17~~10.21		Second Amendment to Credit Agreement, dated December 17, 2018, by and among SIFCO Industries, Inc., T&W Forge, LLC., 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 19, 2018, and incorporated herein by reference
~~10.18~~10.22		Export Credit Agreement, dated December 17, 2018, by and among SIFCO Industries, Inc., T & W Forge, LLC, 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 19, 2018 and incorporated herein by reference
~~10.19~~10.23		Third Amendment to Credit Agreement, dated March 29, 2019, by and among SIFCO Industries, Inc., Quality Aluminum Forge, LLC., and JPMorgan Chase Bank, N.A., a national banking association, filed as exhibit 10.19 to the Company's Form 10-Q dated May 10, 2019
10.24		Fourth Amendment to Credit Agreement, dated March 29, 2019, 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 September 24, 2019
10.25		First Amendment to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of November 16, 2016) filed as Exhibit A of the Company’s Definitive Proxy Statement dated December 16, 2019, and incorporated herein by reference.
10.26		Promissory Note, dated April 10, 2020, by and between SIFCO Industries, Inc. and JPMorgan Chase Bank, N.A., a national banking association, filed as exhibit 10.1 to the Company's Form 8-K dated April 13, 2020
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
*31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)
*31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a)
*32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
*32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
*101		The following financial information from SIFCO Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2019~~March 31, 2020 filed with the SEC on ~~August 16, 2019,~~May 12, 2020, formatted in XBRL includes: (i) Consolidated Condensed Statements of Operations for the fiscal periods ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (ii) Consolidated Condensed Statements of Comprehensive Income for the fiscal periods ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iii) Consolidated Condensed Balance Sheets at ~~June 30, 2019~~March 31, 2020 and September 30, ~~2018,~~2019, (iv) Consolidated Condensed Statements of Cash Flow for the fiscal periods ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iv) Consolidated Condensed Statements of Shareholders' Equity for the periods ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ and (v) the Notes to the Consolidated Condensed Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		SIFCO Industries, Inc.
		(Registrant)

Date: ~~August 16, 2019~~May 12, 2020		/s/ Peter W. Knapper
		Peter W. Knapper
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~August 16, 2019~~May 12, 2020		/s/ Thomas R. Kubera
		Thomas R. Kubera
		Chief Financial Officer
		(Principal Financial Officer)



	Nine Months Ended June 30, 2019
	Common
	Shares		Amount			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance - September 30, 2018	5,690		$	5,690		$	10,031		$	37,097		$	(8,629	)	$	44,189

Cumulative effect of the new revenue standard	—		—			—			3,598			—			3,598
Comprehensive loss	—		—			—			(9,911		)	(119		)	(10,030		)
Share retirement	(21	)	(21		)	—			(41		)	—			(62		)
Performance and restricted share expense	—		—			367			—			—			367
Share transactions under equity based plans	104		104			(104		)	—			—			—
Balance - June 30, 2019	5,773		$	5,773		$	10,294		$	30,743		$	(8,748	)	$	38,062



	Three Months Ended June 30, 2019
	Common
	Shares	Amount		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance - March 31, 2019	5,773	$	5,773	$	10,353		$	38,113		$	(9,002	)	$	45,237

Comprehensive loss	—	—		—			(7,370		)	254			(7,116		)
Performance and restricted share expense	—	—		(59		)	—			—			(59		)
Balance - June 30, 2019	5,773	$	5,773	$	10,294		$	30,743		$	(8,748	)	$	38,062



	Three Months Ended June 30, 2018
	Common
	Shares	Amount		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance - March 31, 2018	5,691	$	5,691	$	9,664	$	41,318		$	(8,078	)	$	48,595

Comprehensive loss		—		—		(1,532		)	(887		)	(2,419		)
Performance and restricted share expense		—		186		—			—			186
Balance - June 30, 2018	5,691	$	5,691	$	9,850	$	39,786		$	(8,965	)	$	46,362



	Balance at September 30, 2018		Effect of Accounting Change			Balance at October 1, 2018
Assets
Contract asset	$	—	$	10,140		$	10,140
Inventory, net	18,269		(6,542		)	11,727
Liabilities & Shareholders' Equity
Retained earnings	37,097		3,598			40,695



	Previous Accounting Method			Effect of Accounting Change			As Reported
Net Sales	$	82,561		$	(1,230	)	$	81,331
Cost of Goods Sold	76,435			(1,316		)	75,119
Loss before income tax benefit	(10,813		)	86			(10,727		)
Net loss	(9,997		)	86			(9,911		)
Basic net loss per share	$	(1.80	)	$	0.02		$	(1.78	)
Diluted net loss per share	$	(1.80	)	$	0.02		$	(1.78	)



Balance at September 30, 2017	$	12,170
Currency translation	(150		)
Balance at September 30, 2018	$	12,020
Impairment adjustment	(8,294		)
Currency translation	(233		)
Balance at June 30, 2019	$	3,493



	Nine Months Ended June 30, 2019
	Balance without insurance proceeds			Insurance recoveries			Balance with insurance proceeds
Cost of goods sold	77,789			(2,670		)	75,119
Loss (gain) on insurance proceeds received	1,106			(5,574		)	(4,468		)
Net loss	$	(18,155	)	$	(8,244	)	$	(9,911	)



	Three Months Ended June 30, 2019
	Balance without insurance proceeds			Insurance recoveries			Balance with insurance proceeds
Cost of goods sold	24,560			(1,074		)	23,486
Loss (gain) on insurance proceeds received	—			(3,304		)	(3,304		)
Net loss	$	(11,748	)	$	(4,378	)	$	(7,370	)



	Weighted Average Interest Rate Nine Months Ended June 30,				Weighted Average Outstanding Balance Nine Months Ended June 30,
	2019		2018		2019	2018
Revolving credit agreement	4.1	%	5.7	%	$ 17.9 million	$ 18.0 million
Term note	—	%	5.8	%	$ 0.0 million	$ 3.3 million
Foreign term debt	2.7	%	2.7	%	$ 7.2 million	$ 7.8 million