##### 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 December 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
 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
  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. (a) ExhibitsSIGNATURESExhibit 4.20Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 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 EndedDecember 31,2007
    
    
    2006Net sales
    
    $
    23,061
    
    
    $
    19,136Operating expenses:Cost of goods sold
    
    
    17,824
    
    
    
    14,955Selling, general and administrative expenses
    
    
    3,425
    
    
    
    2,600Total operating expenses
    
    
    21,249
    
    
    
    17,555Operating income
    
    
    1,812
    
    
    
    1,581Interest income
    
    
    (2
    )
    
    
    (1
    )Interest expense
    
    
    66
    
    
    
    14Foreign currency exchange loss (gain), net
    
    
    5
    
    
    
    (7
    )Other income, net
    
    
    (2
    )
    
    
    (28
    )Income from continuing operations before income tax provision
    
    
    1,745
    
    
    
    1,603Income tax provision
    
    
    630
    
    
    
    31Income from continuing operations
    
    
    1,115
    
    
    
    1,572Income (loss) from discontinued operations, net of tax
    
    
    (43
    )
    
    
    605Net income
    
    $
    1,072
    
    
    $
    2,177Income per share from continuing operationsBasic
    
    $
    0.21
    
    
    $
    0.30Diluted
    
    $
    0.21
    
    
    $
    0.30Income
(loss) per share from discontinued  operations, net of taxBasic
    
    $
    (0.01
    )
    
    $
    0.12Diluted
    
    $
    (0.01
    )
    
    $
    0.12Net income per shareBasic
    
    $
    0.20
    
    
    $
    0.42Diluted
    
    $
    0.20
    
    
    $
    0.42Weighted-average number of common shares (basic)
    
    
    5,285
    
    
    
    5,226Weighted-average number of common shares (diluted)
    
    
    5,336
    
    
    
    5,238
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 December 31,
    
    
    September 30,2007
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,379
    
    
    $
    5,510Receivables, net
    
    
    17,364
    
    
    
    19,473Inventories
    
    
    15,178
    
    
    
    16,897Refundable income taxes
    
    
    5
    
    
    
    Deferred income taxes
    
    
    2,111
    
    
    
    2,423Prepaid expenses and other current assets
    
    
    382
    
    
    
    370Assets held for sale
    
    
    3,275
    
    
    
    3,189Total current assets
    
    
    43,694
    
    
    
    47,862Property, plant and equipment, net
    
    
    10,729
    
    
    
    10,570Other assets
    
    
    3,343
    
    
    
    2,457Total assets
    
    $
    57,766
    
    
    $
    60,889LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    89
    
    
    $
    87Accounts payable
    
    
    7,326
    
    
    
    9,735Accrued liabilities
    
    
    4,994
    
    
    
    5,690Total current liabilities
    
    
    12,409
    
    
    
    15,512Long-term debt, net of current maturities
    
    
    2,394
    
    
    
    2,986Deferred income taxes
    
    
    3,442
    
    
    
    3,655Other long-term liabilities
    
    
    1,450
    
    
    
    1,958Shareholders 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 5,288 and 5,281 shares at December 31, 2007
and September 30, 2007
    
    
    5,288
    
    
    
    5,281Additional paid-in capital
    
    
    6,357
    
    
    
    6,352Retained earnings
    
    
    30,900
    
    
    
    29,828Accumulated other comprehensive loss
    
    
    (4,474
    )
    
    
    (4,683
    )Total shareholders equity
    
    
    38,071
    
    
    
    36,778Total liabilities and shareholders
equity
    
    $
    57,766
    
    
    $
    60,889
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Three Months EndedDecember 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    1,072
    
    
    $
    2,177Loss (income) from discontinued operations, net of tax
    
    
    43
    
    
    
    (605
    )Adjustments to reconcile net income to net cash provided by
operating activities of continuing operations:Depreciation and amortization
    
    
    359
    
    
    
    349Deferred income taxes
    
    
    98
    
    
    
    Other
    
    
    12
    
    
    
    13Changes in operating assets and liabilities:Receivables
    
    
    1,809
    
    
    
    213Inventories
    
    
    1,718
    
    
    
    (1,632
    )Accounts payable
    
    
    (1,677
    )
    
    
    474Accrued
liabilities
    
    
    (750
    )
    
    
    (609
    )Other long-term
liabilities
    
    
    (1,367
    )
    
    
    6Other
    
    
    (37
    )
    
    
    (9
    )Net cash provided by operating activities of
continuing operations
    
    
    1,280
    
    
    
    377Net cash used for operating activities of
discontinued operations
    
    
    (426
    )
    
    
    (1,136
    )Cash flows from investing activities:Capital expenditures
    
    
    (517
    )
    
    
    (548
    )Other
    
    
    
    
    
    
    63Net cash used for investing activities of continuing
operations
    
    
    (517
    )
    
    
    (485
    )Cash flows from financing activities:Proceeds from revolving credit agreement
    
    
    8,736
    
    
    
    5,848Repayments of revolving credit agreement
    
    
    (9,304
    )
    
    
    (5,741
    )Other
    
    
    (22
    )
    
    
    (23
    )Net cash provided by (used for) financing activities
of continuing operations
    
    
    (590
    )
    
    
    84Decrease in cash and cash equivalents
    
    
    (253
    )
    
    
    (1,160
    )Cash and cash equivalents at the beginning of the
period
    
    
    5,510
    
    
    
    4,744Effect of exchange rate changes on cash and cash equivalents
    
    
    122
    
    
    
    229Cash and cash equivalents at the end of the
period
    
    $
    5,379
    
    
    $
    3,813Supplemental disclosure of cash flow information of continuing operations:Cash paid for interest
    
    $
    (58
    )
    
    $
    (20
    )Cash (paid for) recovered from income taxes, net
    
    
    (192
    )
    
    
    176
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SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Dollars in thousands, except share and per share data)
 1. Summary of Significant Accounting Policies
 A. Principles of Consolidation
   B. Stock-Based Compensation
   Weighted-Weighted-
    
    AverageNumber of
    
    Average
    
    Remaining
    
    AggregateShare
    
    Exercise
    
    Contractual
    
    IntrinsicOptions
    
    Price
    
    Term (Years)
    
    ValueSeptember 30,
2007
    
    
    110,500
    
    
    $
    4.46Options
exercised
    
    
    (8,500
    )
    
    $
    3.64December 31,
2007
    
    
    102,000
    
    
    $
    4.53
    
    
    
    5.2
    
    
    $
    1,252Vested or expected
to vest at
December 31, 2007
    
    
    102,000
    
    
    $
    4.53
    
    
    
    5.2
    
    
    $
    1,252Exercisable at
December 31,
2007
    
    
    89,000
    
    
    $
    4.64
    
    
    
    4.9
    
    
    $
    1,092
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2. Inventories
  December 31,
    
    
    September 30,2007
    
    
    2007Raw materials and
supplies
    
    $
    5,852
    
    
    $
    7,579Work-in-process
    
    
    6,695
    
    
    
    6,433Finished goods
    
    
    2,631
    
    
    
    2,885Total
inventories
    
    $
    15,178
    
    
    $
    16,897
  3. Comprehensive Income and Accumulated Other Comprehensive Loss
  Three Months EndedDecember 31,2007
    
    
    2006Net
income
    
    $
    1,072
    
    
    $
    2,177Foreign currency translation
adjustment
    
    
    209
    
    
    
    1,048Total comprehensive
income
    
    $
    1,281
    
    
    $
    3,225
  December 31,
    
    
    September 30,2007
    
    
    2007Foreign currency translation
adjustment
    
    $
    (4,149
    )
    
    $
    (4,358
    )SFAS No. 158 net pension
liability adjustment, net of
tax
    
    
    (325
    )
    
    
    (325
    )Total accumulated
other
comprehensive
loss
    
    $
    (4,474
    )
    
    $
    (4,683
    )
 4. Long-Term Debt
  5. Government Grants
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6. Income Taxes
  Three Months EndedDecember 31,2007
    
    
    2006Current income tax provision:U.S. federal
    
    $
    454
    
    
    $
    31U.S. state and local
    
    
    21
    
    
    
    Non-U.S
    
    
    56
    
    
    
    Total current tax
provision
    
    
    531
    
    
    
    31Deferred income tax provision (benefit):U.S. federal
    
    
    90
    
    
    
    U.S. state and local
    
    
    50
    
    
    
    Non-U.S
    
    
    (41
    )
    
    
    Total deferred tax provision
    
    
    99
    
    
    
    Income tax provision
    
    $
    630
    
    
    $
    31
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7. Retirement Benefit Plans
  Three Months EndedDecember 31,2007
    
    
    2006Service cost
    
    $
    61
    
    
    $
    70Interest cost
    
    
    237
    
    
    
    252Expected return on plan assets
    
    
    (358
    )
    
    
    (302
    )Amortization of prior service cost
    
    
    33
    
    
    
    33Amortization of net loss
    
    
    (18
    )
    
    
    29Net periodic benefit cost
(income)
    
    $
    (45
    )
    
    $
    82
  8. Business Segments
  Three Months EndedDecember 31,2007
    
    
    2006Net sales:Aerospace Component Manufacturing Group
    
    $
    15,817
    
    
    $
    12,992Turbine Component Services and Repair Group
    
    
    3,802
    
    
    
    2,729Applied Surface Concepts Group
    
    
    3,442
    
    
    
    3,415Consolidated net sales from continuing
operations
    
    $
    23,061
    
    
    $
    19,136Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    2,287
    
    
    $
    1,649Turbine Component Services and Repair Group
    
    
    (103
    )
    
    
    (163
    )Applied Surface Concepts Group
    
    
    99
    
    
    
    383Corporate unallocated expenses
    
    
    (471
    )
    
    
    (288
    )Consolidated operating income from continuing
operations
    
    
    1,812
    
    
    
    1,581Interest expense, net
    
    
    64
    
    
    
    13Foreign currency exchange loss (gain), net
    
    
    5
    
    
    
    (7
    )Other income, net
    
    
    (2
    )
    
    
    (28
    )Consolidated income from continuing operations
before income tax provision
    
    $
    1,745
    
    
    $
    1,603
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9. Asset Divestiture and Discontinued Operations
   Three Months EndedDecember 31,2007
    
    2006Net sales
    
    $
    
    
    
    $
    2,317Income (loss) before income tax provision
    
    
    (43
    )
    
    
    605Income (loss) from discontinued operations, net of tax
    
    
    (43
    )
    
    
    605
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   9




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A. Results of Operations
 Three Months Ended December 31, 2007 Compared with Three Months Ended December 31, 2006
  Aerospace Component Manufacturing Group (ACM Group)
      10




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Turbine Component Services and Repair Group (Repair Group)
     Applied Surface Concepts Group (ASC Group)
     Corporate Unallocated Expenses
  11




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Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedDecember 31,
    
    December 31,2007
    
    2006
    
    2007
    
    2006Revolving credit
agreement
    
    
    7.9
    %
    
    
    8.8
    %
    
    $2.6 million
    
    $0.4 million
 B. Liquidity and Capital Resources
        12




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C. Impact of Recently Issued Accounting Pronouncements
   
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
   A. Foreign Currency Risk
   13




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Pounds
    
    
    
    
    
    SwedishSterling
    
    Euro
    
    kronaCash and cash equivalents
    
    
    28
    
    
    
    175
    
    
    
    1,086Accounts receivable
    
    
    185
    
    
    
    497
    
    
    
    999Accounts payable and accrued
liabilities
    
    
    120
    
    
    
    374
    
    
    
    2,112
 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
  14




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Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. (a) 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 reference4.1
    
    
    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 reference4.2
    
    
    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 reference4.3
    
    
    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 reference4.4
    
    
    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
reference4.5
    
    
    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
reference4.6
    
    
    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 reference4.7
    
    
    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
reference4.8
    
    
    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
reference
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ExhibitNo.
    
    
    Description4.9
    
    
    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 reference4.10
    
    
    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 reference4.11
    
    
    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 reference4.12
    
    
    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
reference4.13
    
    
    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 reference4.14
    
    
    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 reference4.15
    
    
    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 reference4.16
    
    
    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
reference4.17
    
    
    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 reference4.18
    
    
    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 reference4.19
    
    
    Amendment No. 18 to Amended and Restated Credit Agreement dated May 10, 2007
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.24
to the Companys Form 10-Q dated March 31, 2007 and incorporated herein by
reference4.20
    *
    
    Amendment No. 19 to Amended and Restated Credit Agreement dated February 8,
2008 between SIFCO Industries, Inc. and National City Bank9.1
    
    
    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
    
    
    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
reference10.3
    
    
    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 reference10.4
    
    
    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 reference
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ExhibitNo.
    
    
    Description10.5
    
    
    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 reference10.6
    
    
    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 reference10.10
    
    
    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 reference10.11
    
    
    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 reference10.12
    
    
    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
reference10.13
    
    
    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
reference10.14
    
    
    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
reference10.15
    
    
    Business Purchase Agreement dated as of May 7, 2007 between PAS Technologies
Inc. (Parent), PAS Turbines Ireland Limited (Buyer), SIFCO Industries Inc.
(Shareholder), and SIFCO Turbine Components Limited (Company), filed as
Exhibit 10.19 of the Companys Form 10-Q dated June 30, 2007 and incorporated
herein by reference10.16
    
    
    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 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
 17




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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date:  February 12, 2008
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board and

     Chief Executive OfficerDate:  February 12, 2008
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and
     
Chief Financial Officer
     (Principal Financial Officer) 18