UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) – September 20, 2019
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
| Ohio | 1-5978 | 34-0553950 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 970 East 64th Street, Cleveland Ohio | 44103 | |||
| (Address of principal executive offices) | (ZIP Code) | |||
Registrant’s telephone number, including area code: (216) 881-8600
N.A.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | o |
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.
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 | ||
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2019, SIFCO Industries, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “borrowers”) entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement (as amended, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).
The Fourth Amendment amends the Credit Agreement to, among other things, to provide that the borrowers will not permit the fixed charge coverage ratio to be less than 1.1 to 1.0 as of the last day of any calendar month; provided that the fixed charge coverage ratio will not be tested unless (i) a default has occurred and is continuing, (ii) (A) at any time on or before June 30, 2020, availability was less than or equal to the greater of (1) 10% of the lesser of (x) the borrowing base or (y) the combined commitments minus the availability block, if applicable, and (2) $2,000,000, for three or more business days in any consecutive 30 day period or (B) at any time on or after July 1, 2020, availability was less than or equal to 12.5% of the combined commitments for three or more business days in any consecutive 30 day period.
Further, the Fourth Amendment amends the definition of EBITDA to include, to the extent not otherwise included in the determination of “Net Income,” the amount of any cash proceeds of any business interruption insurance policy that represent amounts replacing earnings for such period.
The foregoing descriptions of the Fourth Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Fourth Amendment attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of the Registrant.
The disclosure in Item 1.01 and Exhibit 10.1 of this report are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
| SIFCO Industries, Inc. | ||
| (Registrant) | ||
| Date: September 24, 2019 | ||
| /s/ Thomas R. Kubera | ||
| Thomas R. Kubera | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||