##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 or
 o
    
    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.
  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)
  (Registrants telephone number, including area code)
 þ o
  o o þ
  o þ




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TABLE OF CONTENTS  Part I. Financial InformationItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 2. Change in Securities and Use of ProceedsItem 3. Defaults upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESEX-4.24EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 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
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    21,520
    
    
    $
    18,553
    
    
    $
    40,656
    
    
    $
    32,057Operating expenses:Cost of
goods sold
    
    
    15,728
    
    
    
    14,858
    
    
    
    30,683
    
    
    
    26,387Selling, general and administrative expenses
    
    
    2,678
    
    
    
    2,594
    
    
    
    5,278
    
    
    
    5,180Loss on disposal of operating
assets
    
    
    4
    
    
    
    4
    
    
    
    4
    
    
    
    4Total operating expenses
    
    
    18,410
    
    
    
    17,456
    
    
    
    35,965
    
    
    
    31,571Operating income
    
    
    3,110
    
    
    
    1,097
    
    
    
    4,691
    
    
    
    486Interest income
    
    
    (1
    )
    
    
    (18
    )
    
    
    (2
    )
    
    
    (36
    )Interest expense
    
    
    39
    
    
    
    26
    
    
    
    54
    
    
    
    33Foreign currency exchange loss (gain), net
    
    
    (1
    )
    
    
    3
    
    
    
    (8
    )
    
    
    11Other income, net
    
    
    (4
    )
    
    
    (37
    )
    
    
    (33
    )
    
    
    (39
    )Income from continuing operations
before income tax
provision
    
    
    3,077
    
    
    
    1,123
    
    
    
    4,680
    
    
    
    517Income tax provision
    
    
    81
    
    
    
    7
    
    
    
    112
    
    
    
    20Income from continuing operations
    
    $
    2,996
    
    
    
    1,116
    
    
    
    4,568
    
    
    
    497Loss from discontinued operation, net of tax
    
    
    (970
    )
    
    
    (1,749
    )
    
    
    (365
    )
    
    
    (2,596
    )Net income (loss)
    
    
    2,026
    
    
    $
    (633
    )
    
    $
    4,203
    
    
    $
    (2,099
    )Income per share from continuing operationsBasic
    
    $
    0.57
    
    
    $
    0.21
    
    
    $
    0.87
    
    
    $
    0.10Diluted
    
    $
    0.57
    
    
    $
    0.21
    
    
    $
    0.87
    
    
    $
    0.10Loss per share from discontinued operations, net of taxBasic
    
    $
    (0.19
    )
    
    $
    (0.33
    )
    
    $
    (0.07
    )
    
    $
    (0.50
    )Diluted
    
    $
    (0.19
    )
    
    $
    (0.33
    )
    
    $
    (0.07
    )
    
    $
    (0.50
    )Net income (loss) per shareBasic
    
    $
    0.39
    
    
    $
    (0.12
    )
    
    $
    0.80
    
    
    $
    (0.40
    )Diluted
    
    $
    0.38
    
    
    $
    (0.12
    )
    
    $
    0.80
    
    
    $
    (0.40
    )Weighted-average number of common shares (basic)
    
    
    5,230
    
    
    
    5,222
    
    
    
    5,228
    
    
    
    5,222Weighted-average number of common shares (diluted)
    
    
    5,276
    
    
    
    5,228
    
    
    
    5,254
    
    
    
    5,225
  2




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 March 31,
    
    
    September 30,2007
    
    
    2006(unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    3,915
    
    
    $
    4,744Receivables, net
    
    
    18,308
    
    
    
    18,652Inventories
    
    
    12,335
    
    
    
    8,052Refundable income taxes
    
    
    17
    
    
    
    188Prepaid expenses and other current assets
    
    
    577
    
    
    
    601Assets held for sale
    
    
    4,752
    
    
    
    Total current assets
    
    
    39,904
    
    
    
    32,237Property, plant and equipment, net
    
    
    13,295
    
    
    
    14,059Other assets
    
    
    2,367
    
    
    
    2,479Total assets
    
    $
    55,566
    
    
    $
    48,775LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    2
    
    
    $
    52Accounts payable
    
    
    11,683
    
    
    
    10,454Accrued liabilities
    
    
    6,018
    
    
    
    6,720Total current liabilities
    
    
    17,703
    
    
    
    17,226Long-term debt, net of current maturities
    
    
    2,666
    
    
    
    427Other long-term liabilities
    
    
    4,034
    
    
    
    5,939Shareholders 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 5,230 and 5,222 shares at March 31, 2007 and
September 30, 2006
    
    
    5,230
    
    
    
    5,222Additional paid-in capital
    
    
    6,359
    
    
    
    6,323Retained earnings
    
    
    27,303
    
    
    
    23,100Accumulated other comprehensive loss
    
    
    (7,729
    )
    
    
    (9,462
    )Total shareholders equity
    
    
    31,163
    
    
    
    25,183Total liabilities and shareholders
equity
    
    $
    55,566
    
    
    $
    48,775
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Six Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    4,203
    
    
    $
    (2,099
    )Loss from discontinued operations, net of tax
    
    
    365
    
    
    
    2,596Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities:Depreciation and amortization
    
    
    699
    
    
    
    706Loss (gain) on disposal of property, plant and
equipment
    
    
    (19
    )
    
    
    3Share transactions under employee stock
plan
    
    
    44
    
    
    
    72Changes in operating assets and liabilities:Receivables
    
    
    (3,034
    )
    
    
    (2,943
    )Inventories
    
    
    (4,636
    )
    
    
    (954
    )Refundable income taxes
    
    
    (9
    )
    
    
    (13
    )Prepaid expenses and other current assets
    
    
    60
    
    
    
    (50
    )Other assets
    
    
    112
    
    
    
    81Accounts payable
    
    
    1,200
    
    
    
    1,509Accrued liabilities
    
    
    (392
    )
    
    
    (19
    )Other long-term
liabilities
    
    
    8
    
    
    
    (103
    )Net cash used for operating activities of
continuing operations
    
    
    (1,399
    )
    
    
    (1,214
    )Net cash provided by (used for) by operating
activities of discontinued
operations
    
    
    (933
    )
    
    
    1,227Cash flows from investing activities:Capital expenditures
    
    
    (862
    )
    
    
    (515
    )Proceeds from disposal of property, plant and
equipment
    
    
    32
    
    
    
    Acquisition of business, net of cash
acquired
    
    
    
    
    
    
    (436
    )Other
    
    
    24
    
    
    
    (2
    )Net cash used for investing activities of
continuing operations
    
    
    (806
    )
    
    
    (953
    )Net cash used for investing activities of
discontinued operations
    
    
    (36
    )
    
    
    (82
    )Cash flows from financing activities:Proceeds from revolving credit agreement
    
    
    13,955
    
    
    
    7,699Repayments of revolving credit agreement
    
    
    (12,234
    )
    
    
    (5,468
    )Proceeds from other debt
    
    
    714
    
    
    
    248Repayments of other debt
    
    
    (249
    )
    
    
    (270
    )Net cash provided by financing activities of
continuing operations
    
    
    2,186
    
    
    
    2,209Net cash used for financing activities of
discontinued operations
    
    
    
    
    
    
    (1,859
    )Decrease in cash and cash equivalents
    
    
    (988
    )
    
    
    (672
    )Cash and cash equivalents at the beginning of the
period
    
    
    4,744
    
    
    
    884Effect of exchange rate changes on cash and cash equivalents
    
    
    159
    
    
    
    Cash and cash equivalents at the end of the
period
    
    $
    3,915
    
    
    $
    212Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    (42
    )
    
    $
    (72
    )Cash paid for income taxes, net
    
    
    (71
    )
    
    
    (522
    )
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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
   B. Stock-Based Compensation
   Weighted-Weighted-
    
    AverageAverage
    
    Remaining
    
    AggregateNumber of
    
    Exercise
    
    Contractual
    
    IntrinsicOptions
    
    Price
    
    Term (Years)
    
    ValueSeptember 30, 2006
    
    
    261,000
    
    
    $
    6.55Options granted
    
    
    
    
    
    
    Options exercised
    
    
    (8,000
    )
    
    $
    3.56Options canceled
    
    
    (31,500
    )
    
    $
    5.94March 31, 2007
    
    
    221,500
    
    
    $
    6.74
    
    
    
    4.7
    
    
    $
    628Vested or expected to vest at March 31, 2007
    
    
    215,500
    
    
    $
    6.83
    
    
    
    4.6
    
    
    $
    593Exercisable at March 31, 2007
    
    
    175,250
    
    
    $
    7.36
    
    
    
    3.8
    
    
    $
    356
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2. Inventories
  March 31,
    
    
    September 30,2007
    
    
    2006Raw materials and
supplies
    
    $
    4,766
    
    
    $
    3,220Work-in-process
    
    
    5,411
    
    
    
    3,222Finished goods
    
    
    2,158
    
    
    
    1,610Total
inventories
    
    $
    12,335
    
    
    $
    8,052
  3. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income
(loss)
    
    $
    2,026
    
    
    $
    (633
    )
    
    $
    4,203
    
    
    $
    (2,099
    )Foreign currency
translation
adjustment
    
    
    685
    
    
    
    30
    
    
    
    1,733
    
    
    
    (3
    )Currency exchange
contract
adjustment
    
    
    
    
    
    
    268
    
    
    
    
    
    
    
    201Total
comprehensive
income
(loss)
    
    $
    2,711
    
    
    $
    (335
    )
    
    $
    5,936
    
    
    $
    (1,901
    )
  March 31,
    
    
    September 30,2007
    
    
    2006Foreign currency translation
adjustment
    
    $
    (4,910
    )
    
    $
    (6,643
    )Minimum pension liability
adjustment
    
    
    (2,819
    )
    
    
    (2,819
    )Total accumulated other
comprehensive loss
    
    $
    (7,729
    )
    
    $
    (9,462
    )
 4. Long-Term Debt
  5. Business Segments
  6




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Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales:Aerospace Component Manufacturing Group
    
    $
    14,563
    
    
    $
    11,962
    
    
    $
    27,555
    
    
    $
    20,159Turbine Component Services and Repair Group
    
    
    3,084
    
    
    
    3,294
    
    
    
    5,814
    
    
    
    5,893Applied Surface Concepts Group
    
    
    3,873
    
    
    
    3,297
    
    
    
    7,287
    
    
    
    6,005Consolidated net sales from continuing
operations
    
    $
    21,520
    
    
    $
    18,553
    
    
    $
    40,656
    
    
    $
    32,057Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    2,905
    
    
    $
    990
    
    
    $
    4,554
    
    
    $
    1,082Turbine Component Services and Repair Group
    
    
    141
    
    
    
    166
    
    
    
    (22
    )
    
    
    66Applied Surface Concepts Group
    
    
    404
    
    
    
    103
    
    
    
    787
    
    
    
    37Corporate unallocated expenses
    
    
    (340
    )
    
    
    (162
    )
    
    
    (628
    )
    
    
    (699
    )Consolidated operating income from continuing
operations
    
    
    3,110
    
    
    
    1,097
    
    
    
    4,691
    
    
    
    486Interest expense, net
    
    
    38
    
    
    
    8
    
    
    
    52
    
    
    
    (3
    )Foreign currency exchange loss (gain), net
    
    
    (1
    )
    
    
    3
    
    
    
    (8
    )
    
    
    11Other income, net
    
    
    (4
    )
    
    
    (37
    )
    
    
    (33
    )
    
    
    (39
    )Consolidated income from continuing operations
before income tax provision
    
    $
    3,077
    
    
    $
    1,123
    
    
    $
    4,680
    
    
    $
    517
 6. Retirement Benefit Plans
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Service
cost
    
    $
    69
    
    
    $
    230
    
    
    $
    139
    
    
    $
    460Interest
cost
    
    
    252
    
    
    
    366
    
    
    
    504
    
    
    
    731Expected return on
plan
assets
    
    
    (301
    )
    
    
    (392
    )
    
    
    (603
    )
    
    
    (784
    )Amortization of prior
service cost
    
    
    33
    
    
    
    33
    
    
    
    66
    
    
    
    66Amortization of net
(gain) loss
    
    
    33
    
    
    
    75
    
    
    
    62
    
    
    
    151Net periodic
benefit
cost
    
    $
    86
    
    
    $
    312
    
    
    $
    168
    
    
    $
    624
  7. Government Grants
   7




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8. Subsequent Event
   9. Asset Impairment
  10. Discontinued Operations
  Three Months Ended
    
    Six Months EndedMarch 31,
    
    March 31,2007
    
    2006
    
    2007
    
    2006Net
sales
    
    $
    2,070
    
    
    $
    5,957
    
    
    $
    4,387
    
    
    $
    12,274Loss before income
tax provision
    
    
    (970
    )
    
    
    (1,749
    )
    
    
    (365
    )
    
    
    (2,596
    )Loss from
discontinued
operations, net of
tax
    
    
    (970
    )
    
    
    (1,749
    )
    
    
    (365
    )
    
    
    (2,596
    )
 8




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Six Months Ended March 31, 2007 Compared with Six Months Ended March 31, 2006
   9




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Aerospace Component Manufacturing Group (ACM Group)
      Turbine Component Services and Repair Group (Repair Group)
     10




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Applied Surface Concepts Group (ASC Group)
     Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceSix Months Ended
    
    Six Months EndedMarch 31,
    
    March 31,Credit Agreement
    
    2007
    
    2006
    
    2007
    
    2006Revolving credit
agreement
    
    
    8.8
    %
    
    
    8.0
    %
    
    $0.8 million
    
    $0.5 millionDebt purchase
agreement
(1)
    
    
    N/A
    
    
    
    4.3
    %
    
    
    N/A
    
    
    $1.1 million
 
 (1)
    
    Debt purchase agreement was paid off during the third quarter of fiscal 2006.  Three Months Ended March 31, 2007 Compared with Three Months Ended March 31, 2006
  11




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Aerospace Component Manufacturing Group (ACM Group)
     Turbine Component Services and Repair Group (Repair Group)
    Applied Surface Concepts Group (ASC Group)
    12




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Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,Credit Agreement
    
    2007
    
    2006
    
    2007
    
    2006Revolving credit
agreement
    
    
    8.8
    %
    
    
    8.0
    %
    
    $0.4 million
    
    $1.0 millionDebt purchase
agreement
(1)
    
    
    N/A
    
    
    
    4.4
    %
    
    
    N/A
    
    
    0.9 million
 
 (1)
    
    The debt purchase agreement was paid off during the third quarter of fiscal 2006.  B. Liquidity and Capital Resources
     13




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
   A. Foreign Currency Risk
    British Pound
    
    Euro
    
    Swedish KronaCash and cash
equivalents
    
    
    75
    
    
    
    58
    
    
    
    275Accounts
receivable
    
    
    146
    
    
    
    464
    
    
    
    1,580Accounts payable and accrued
liabilities
    
    
    199
    
    
    
    1,121
    
    
    
    2,510
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B. Interest Rate Risk
  
 Item 4. Controls and Procedures
    
 Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Change in Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
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Item 4. Submission of Matters to a Vote of Security Holders
  A.
    
    Elected six directors to the Companys Board of Directors, Jeffrey P. Gotschall, P.
Charles Miller, Jr., Frank N. Nichols, Alayne L. Reitman, Hudson D. Smith and J. Douglas
Whelan, to serve on the Board of Directors until the Companys Annual Meeting in 2008.The results of the voting for directors were as follows:
 Name
    
    Votes For
    
    Votes WithheldJeffrey P. Gotschall
    
    
    4,193,585
    
    
    
    679,554P. Charles Miller, Jr.
    
    
    4,155,791
    
    
    
    717,348Frank N. Nichols
    
    
    4,231,276
    
    
    
    641,863Alayne L. Reitman
    
    
    4,155,791
    
    
    
    717,348Hudson D. Smith
    
    
    4,234,139
    
    
    
    638,884J. Douglas Whelan
    
    
    4,152,220
    
    
    
    720,919
 B.
    
    Ratified Grant Thornton LLP as the independent auditors of the Company to audit the books
and accounts of the Company for the fiscal year ending September 30, 2007. There were
4,234,139 votes cast for the appointment, 613,536 votes cast against the appointment and
25,464 abstentions.
 
 Item 5. Other Information
  
 Item 6. Exhibits
   ExhibitNo.
    
    Description3.1
    
    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 reference3.2
    
    SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January
29, 2002, filed as Exhibit 3(b) of the Companys Form 10-Q dated March 31,
2002, and incorporated herein by reference4.2
    
    Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and
National City Bank dated April 30, 2002, filed as Exhibit 4(b) of the
Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference4.5
    
    Consolidated Amendment No. 1 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated November 26,
2002 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.5 of the Companys Form 10-K dated September 30, 2002, and incorporated
herein by reference4.6
    
    Consolidated Amendment No. 2 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated February 13,
2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.6 of the Companys Form 10-Q dated December 31, 2002, and incorporated
herein by reference4.7
    
    Consolidated Amendment No. 3 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated May 13, 2003
between SIFCO Industries Inc. and National City Bank, filed as Exhibit 4.7 of
the Companys Form 10-Q dated March 31, 2003, and incorporated herein by
reference
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ExhibitNo.
    
    Description4.8
    
    Consolidated Amendment No. 4 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated July 28, 2003
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.8 of
the Companys Form 10-Q dated June 30, 2003, and incorporated herein by
reference4.9
    
    Consolidated Amendment No. 5 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated November 26,
2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.9 to the Companys Form 10-K dated September 30, 2004 and incorporated
herein by reference4.10
    
    Amendment No. 6 to Amended and Restated Credit Agreement dated March 31, 2004
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.10
of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by
reference4.11
    
    Consolidated Amendment No. 7 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated May 14, 2004
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.11
of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by
reference4.12
    
    Consolidated Amendment No. 8 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note effective June 30,
2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.12 of the Companys Form 10-Q dated June 30, 2004, and incorporated herein
by reference4.13
    
    Consolidated Amendment No. 9 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note effective November
12, 2004 between SIFCO Industries, Inc. and National City Bank, filed as
Exhibit 4.13 to the Companys Form 10-K dated September 30, 2004 and
incorporated herein by reference4.14
    
    Amendment No. 10 to Amended and Restated Credit Agreement effective December
31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as
Exhibit 4.14 to the Companys Form 10-Q dated December 31, 2004, and
incorporated herein by reference4.15
    
    Amendment No. 11 to Amended and Restated Credit Agreement dated May 19, 2005
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.15
to the Companys Form 10-Q/A dated March 31, 2005, and incorporated herein by
reference4.16
    
    Amendment No. 12 to Amended and Restated Credit Agreement dated August 10,
2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.16 to the Companys Form 10-Q dated June 30, 2005, and incorporated herein
by reference4.17
    
    Debt Purchase Agreement Between The Governor and Company of the Bank of
Ireland and SIFCO Turbine Components Limited, filed as Exhibit 4.17 to the
Companys Form 8-K dated September 29, 2005, and incorporated herein by
reference4.18
    
    Mortgage and Charge dated September 26, 2005 between SIFCO Turbine Components
Limited and the Governor and Company of the Bank of Ireland, filed as Exhibit
4.18 to the Companys Form 8-K dated September 29, 2005, and incorporated
herein by reference4.19
    
    Amendment No. 13 to Amended and Restated Credit Agreement dated November 23,
2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.19 to the Companys Form 10-K dated September 30, 2005, and incorporated
herein by reference4.20
    
    Amendment No. 14 to Amended and Restated Credit Agreement dated February 10,
2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.20 to the Companys Form 10-Q dated December 31, 2005, and incorporated
herein by reference4.21
    

    Amendment No. 15 to Amended and Restated Credit Agreement dated August 14,
2006 between SIFCO Industries, Inc. and National City Bank, filed as exhibit
4.21 to the Companys Form 10-Q dated June 30, 2006 and incorporated herein by
reference
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##### Table of Contents



ExhibitNo.
    
    Description4.22
    
    Amendment No. 16 to Amended and Restated Credit Agreement dated November 29,
2006 between SIFCO Industries, Inc. and National City Bank, filed as exhibit
4.22 to the Companys Form 10-K dated September 30, 2006 and incorporated
herein by reference4.23
    
    Amendment No. 17 to Amended and Restated Credit Agreement dated February 5,
2007 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.23 to the Companys Form 10-Q dated December 31, 2006 and incorporated
herein by reference* 4.24
    
    Amendment No. 18 to Amended and Restated Credit Agreement dated May 10, 2007
between SIFCO Industries, Inc. and National City Bank9.1
    
    Voting Trust Extension Agreement dated January 14, 2002, filed as Exhibit 9.1
of the Companys Form 10-K dated September 30, 2002, and incorporated herein
by reference9.2
    
    Voting Trust Agreement dated January 15, 1997, filed as Exhibit 9.2 of the
Companys Form 10-K dated September 30, 2002, and incorporated herein by
reference9.3
    
    Voting Trust Agreement dated January 30, 2007, filed as Exhibit 9.3 of the
Companys Form 10-Q dated December 31, 2006, and incorporated herein by
reference10.2
    
    Deferred Compensation Program for Directors and Executive Officers (as amended
and restated April 26, 1984), filed as Exhibit 10(b) of the Companys Form
10-Q dated March 31, 2002, and incorporated herein by reference10.3
    
    SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of
the Companys form 10-Q dated June 30, 2004, and incorporated herein by
reference10.4
    
    SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the
Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference10.5
    
    Change in Control Severance Agreement between the Company and Frank Cappello,
dated September 28, 2000, filed as Exhibit 10(g) of the Companys Form 10-Q
dated December 31, 2000, and incorporated herein by reference10.7
    
    Change in Control Severance Agreement between the Company and Remigijus
Belzinskas, dated September 28, 2000, filed as Exhibit 10 (i) of the Companys
Form 10-Q dated December 31, 2000, and incorporated herein by reference10.10
    
    Change in Control Severance Agreement between the Company and Jeffrey P.
Gotschall, dated July 30, 2002, filed as Exhibit 10.10 of the Companys Form
10-K dated September 30, 2002, and incorporated herein by reference10.11
    
    Form of Restricted Stock Agreement, filed as Exhibit 10.11 of the Companys
Form 10-K dated September 30, 2002, and incorporated herein by reference10.12
    
    Form of Tender, Condition of Tender, Condition of Sale and General Conditions
of Sale dated June 30, 2004, filed as Exhibit 10.12 of the Companys Form 8-K
dated October 14, 2004, and incorporated herein by reference10.13
    
    Separation Agreement and Release between Hudson D. Smith and SIFCO Industries,
Inc., effective January 31, 2005, filed as Exhibit 10.13 of the Companys Form
8-K dated February 8, 2005, and incorporated herein by reference10.14
    
    Separation Pay Agreement between Frank A. Cappello and SIFCO Industries, Inc.
dated December 16, 2005, filed as Exhibit 10.14 of the Companys Form 10-K
dated September 30, 2005, and incorporated herein by reference
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ExhibitNo.
    
    Description10.15
    
    Agreement for the Purchase of the Assets of the Large Aerospace Business of
SIFCO Turbine Components Limited dated March 16, 2006 between SIFCO Turbine
Components Limited, SIFCO Industries, Inc, and SR Technics Airfoil Services
Limited, as amended on April 19, 2006, May 2, 2006, May 5, 2006, May 9, 2006,
and May 10, 2006, filed as Exhibit 10.15 of the Companys Form 10-Q dated
March 31, 2006 and incorporated herein by reference10.16
    
    Separation Agreement and Release Without Prejudice between the Company and
Timothy V. Crean, dated November 28, 2006 filed as Exhibit 99.1 of the
Companys Form 8-K dated November 30, 2006, and incorporated herein by
reference10.17
    
    Amendment No. 1 to Change in Control Severance Agreement between the Company
and Frank Cappello, dated February 5, 2007, filed as Exhibit 10.17 of the
Companys Form 10-Q dated December 31, 2006 and incorporated herein by
reference10.18
    
    Amendment No. 1 to Change in Control Severance Agreement between the Company
and Remigijus Belzinskas, dated February 5, 2007, filed as Exhibit 10.18 of
the Companys Form 10-Q dated December 31, 2006 and incorporated herein by
reference14.1
    
    Code of Ethics, files as Exhibit 14.1 of the Companys Form 10-K dated
September 30, 2003, 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
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SIGNATURES
  SIFCO Industries, Inc.(Registrant)Date: May 11, 2007
    
    /s/ Jeffrey P. Gotschall

     Jeffrey P. GotschallChairman of the Board andChief Executive OfficerDate: May 11, 2007
    
    /s/ Frank A. Cappello

     Frank A. CappelloVice President-Finance andChief Financial Officer(Principal Financial Officer)
 20