##### 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
AND EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND 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. ExhibitsEX-10.15 Purchase AgreementEX-31.1 Certification 302 - CEOEX-31.2 Certification 302 - CFOEX-32.1 Certification 906 - CEOEX-32.2 Certification 906 - CFO    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 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    24,511
    
    
    $
    19,843
    
    
    $
    44,331
    
    
    $
    38,924Operating expenses:Cost of goods sold
    
    
    21,545
    
    
    
    18,133
    
    
    
    39,556
    
    
    
    36,454Selling, general and administrative expenses
    
    
    3,778
    
    
    
    3,264
    
    
    
    7,048
    
    
    
    6,366Total operating expenses
    
    
    25,323
    
    
    
    21,397
    
    
    
    46,604
    
    
    
    42,820Operating loss
    
    
    (812
    )
    
    
    (1,554
    )
    
    
    (2,273
    )
    
    
    (3,896
    )Interest income
    
    
    (7
    )
    
    
    (15
    )
    
    
    (15
    )
    
    
    (51
    )Interest expense
    
    
    57
    
    
    
    25
    
    
    
    98
    
    
    
    255Foreign currency exchange loss (gain), net
    
    
    (26
    )
    
    
    (230
    )
    
    
    (50
    )
    
    
    71Other income, net
    
    
    (210
    )
    
    
    (1
    )
    
    
    (227
    )
    
    
    (6,511
    )Income (loss) before income tax provision
    
    
    (626
    )
    
    
    (1,333
    )
    
    
    (2,079
    )
    
    
    2,340Income tax provision
    
    
    7
    
    
    
    23
    
    
    
    20
    
    
    
    1,338Net income (loss)
    
    $
    (633
    )
    
    $
    (1,356
    )
    
    $
    (2,099
    )
    
    $
    1,002Net income (loss) per share (basic)
    
    $
    (0.12
    )
    
    $
    (0.26
    )
    
    $
    (0.40
    )
    
    $
    0.19Net income (loss) per share (diluted)
    
    $
    (0.12
    )
    
    $
    (0.26
    )
    
    $
    (0.40
    )
    
    $
    0.19Weighted-average number of common shares (basic)
    
    
    5,222
    
    
    
    5,225
    
    
    
    5,222
    
    
    
    5,220Weighted-average number of common shares (diluted)
    
    
    5,228
    
    
    
    5,233
    
    
    
    5,225
    
    
    
    5,227
  2




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 March 31,
    
    
    September 30,2006
    
    
    2005(unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    212
    
    
    $
    884Receivables, net
    
    
    17,639
    
    
    
    17,661Inventories
    
    
    9,639
    
    
    
    8,746Refundable income taxes
    
    
    194
    
    
    
    171Prepaid expenses and other current assets
    
    
    809
    
    
    
    627Assets held for sale
    
    
    3,416
    
    
    
    Total current assets
    
    
    31,909
    
    
    
    28,089Property, plant and equipment, net
    
    
    14,764
    
    
    
    18,744Other assets
    
    
    2,657
    
    
    
    2,690Total assets
    
    $
    49,330
    
    
    $
    49,523LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    89
    
    
    $
    1,915Accounts payable
    
    
    10,452
    
    
    
    9,288Accrued liabilities
    
    
    7,385
    
    
    
    7,267Total current liabilities
    
    
    17,926
    
    
    
    18,470Long-term debt, net of current maturities
    
    
    2,241
    
    
    
    10Other long-term liabilities
    
    
    8,594
    
    
    
    8,645Shareholders equity:Serial preferred shares, no par value, authorized 1,000 shares
    
    
    
    
    
    
    Common shares, par value $1 per share, authorized 10,000 shares; issued
5,224 and 5,228 shares at March 31, 2006 and September 30, 2005,
respectively; outstanding 5,222 shares at March 31, 2006 and September
30, 2005
    
    
    5,224
    
    
    
    5,228Additional paid-in capital
    
    
    6,297
    
    
    
    6,282Retained earnings
    
    
    20,041
    
    
    
    22,140Accumulated other comprehensive loss
    
    
    (10,951
    )
    
    
    (11,149
    )Unearned compensation  restricted common shares
    
    
    (26
    )
    
    
    (60
    )Common shares held in treasury at cost, 2 and 6 shares at March 31, 2006
and September 30, 2005, respectively
    
    
    (16
    )
    
    
    (43
    )Total shareholders equity
    
    
    20,569
    
    
    
    22,398Total liabilities and shareholders equity
    
    $
    49,330
    
    
    $
    49,523
  3




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Six Months EndedMarch 31,2006
    
    
    2005Cash flows from operating activities:Net income (loss)
    
    $
    (2,099
    )
    
    $
    1,002Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities:Depreciation and amortization
    
    
    1,594
    
    
    
    1,656Loss (gain) on disposal of property, plant and equipment
    
    
    4
    
    
    
    (6,308
    )Deferred income taxes
    
    
    
    
    
    
    575Share transactions under employee stock plan
    
    
    72
    
    
    
    44Asset impairment charges
    
    
    
    
    
    
    21Changes in operating assets and liabilities:Receivables
    
    
    118
    
    
    
    1,761Inventories
    
    
    (815
    )
    
    
    (2,790
    )Refundable income taxes
    
    
    (15
    )
    
    
    Prepaid expenses and other current assets
    
    
    (168
    )
    
    
    (391
    )Other assets
    
    
    80
    
    
    
    (24
    )Accounts payable
    
    
    1,123
    
    
    
    947Accrued liabilities
    
    
    170
    
    
    
    (254
    )Other long-term liabilities
    
    
    (51
    )
    
    
    113Net cash provided by (used for) operating activities
    
    
    13
    
    
    
    (3,648
    )Cash flows from investing activities:Capital expenditures
    
    
    (596
    )
    
    
    (1,365
    )Proceeds from disposal of property, plant and equipment
    
    
    
    
    
    
    10,598Acquisition of business, net of cash acquired
    
    
    (436
    )
    
    
    Other
    
    
    (2
    )
    
    
    128Net cash provided by (used for) investing activities
    
    
    (1,034
    )
    
    
    9,361Cash flows from financing activities:Proceeds from debt purchase agreement
    
    
    11,891
    
    
    
    Repayments of debt purchase agreement
    
    
    (13,751
    )
    
    
    Proceeds from revolving credit agreement
    
    
    7,699
    
    
    
    13,202Repayments of revolving credit agreement
    
    
    (5,468
    )
    
    
    (15,185
    )Proceeds from other debt
    
    
    248
    
    
    
    Repayments of other debt
    
    
    (270
    )
    
    
    Repayments of long-term debt
    
    
    
    
    
    
    (7,245
    )Net cash provided by (used for) financing activities
    
    
    349
    
    
    
    (9,228
    )Decrease in cash and cash equivalents
    
    
    (672
    )
    
    
    (3,515
    )Cash and cash equivalents at the beginning of the period
    
    
    884
    
    
    
    5,578Cash and cash equivalents at the end of the period
    
    $
    212
    
    
    $
    2,063Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    (72
    )
    
    $
    (294
    )Cash paid for income taxes, net
    
    
    (522
    )
    
    
    (615
    )
  4




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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
   Three
    
    
    SixMonths Ended
    
    
    Months EndedMarch 31, 2005
    
    
    March 31, 2005Net income (loss) as reported
    
    $
    (1,356
    )
    
    $
    1,002Less: Stock-based compensation expense
determined under fair value based method
for all awards
    
    
    14
    
    
    
    28Pro forma net income (loss) as if the
fair value based method had been applied
to all awards
    
    $
    (1,370
    )
    
    $
    974Net income (loss) per share:Basic  as reported
    
    $
    (0.26
    )
    
    $
    0.19Basic  pro forma
    
    $
    (0.26
    )
    
    $
    0.19Diluted  as reported
    
    $
    (0.26
    )
    
    $
    0.19Diluted  pro forma
    
    $
    (0.26
    )
    
    $
    0.19
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Weighted-Weighted-
    
    AverageAverage
    
    Remaining
    
    AggregateNumber of
    
    Exercise
    
    Contractual
    
    IntrinsicOptions
    
    Price
    
    Term (Years)
    
    ValueSeptember 30, 2005
    
    
    278,000
    
    
    $
    6.40Options granted
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options canceled
    
    
    (5,000
    )
    
    $
    5.16March 31, 2006
    
    
    273,000
    
    
    $
    6.42
    
    
    
    5.8
    
    
    $
    (471
    )Vested or expected to vest at March
31, 2006
    
    
    258,750
    
    
    $
    6.57
    
    
    
    5.7
    
    
    $
    (483
    )Exercisable at March 31, 2006
    
    
    177,625
    
    
    $
    7.79
    
    
    
    4.4
    
    
    $
    (549
    )
    C. New Accounting Standards
  6




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2. Acquisition
  3. Inventories
  March 31,
    
    
    September 30,2006
    
    
    2005Raw materials and supplies
    
    $
    3,466
    
    
    $
    3,437Work-in-process
    
    
    3,886
    
    
    
    2,793Finished goods
    
    
    2,287
    
    
    
    2,516Total inventories
    
    $
    9,639
    
    
    $
    8,746
   4. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss)
    
    $
    (633
    )
    
    $
    (1,356
    )
    
    $
    (2,099
    )
    
    $
    1,002Foreign currency translation adjustment
    
    
    30
    
    
    
    (47
    )
    
    
    (3
    )
    
    
    137Unrealized gain on interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125Currency exchange contract adjustment
    
    
    268
    
    
    
    (1,190
    )
    
    
    201
    
    
    
    166Minimum pension liability adjustment
    
    
    
    
    
    
    (27
    )
    
    
    
    
    
    
    (27
    )Total comprehensive income (loss)
    
    $
    (335
    )
    
    $
    (2,620
    )
    
    $
    (1,901
    )
    
    $
    1,403
 7




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March 31,
    
    
    September 30,2006
    
    
    2005Foreign currency translation adjustment
    
    $
    (6,721
    )
    
    $
    (6,718
    )Currency exchange contract adjustment
    
    
    (87
    )
    
    
    (288
    )Minimum pension liability adjustment
    
    
    (4,143
    )
    
    
    (4,143
    )Total accumulated other comprehensive loss
    
    $
    (10,951
    )
    
    $
    (11,149
    )
 5. Long-Term Debt
  6. Business Segments
   Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales:Turbine Component
Services and
Repair
Group
    
    $
    9,252
    
    
    $
    9,863
    
    
    $
    18,167
    
    
    $
    18,675Aerospace
Component
Manufacturing
Group
    
    
    11,962
    
    
    
    6,743
    
    
    
    20,159
    
    
    
    14,156Applied Surface
Concepts
Group
    
    
    3,297
    
    
    
    3,237
    
    
    
    6,005
    
    
    
    6,093Consolidated
net
sales
    
    $
    24,511
    
    
    $
    19,843
    
    
    $
    44,331
    
    
    $
    38,924Operating income (loss):Turbine Component
Services and Repair
Group
    
    $
    (1,694
    )
    
    $
    (722
    )
    
    $
    (2,644
    )
    
    $
    (2,568
    )Aerospace Component
Manufacturing
Group
    
    
    938
    
    
    
    (625
    )
    
    
    1,030
    
    
    
    (839
    )Applied Surface
Concepts
Group
    
    
    106
    
    
    
    425
    
    
    
    40
    
    
    
    444Corporate
unallocated
expenses
    
    
    (162
    )
    
    
    (632
    )
    
    
    (699
    )
    
    
    (933
    )Consolidated
operating
loss
    
    
    (812
    )
    
    
    (1,554
    )
    
    
    (2,273
    )
    
    
    (3,896
    )Interest expense,
net
    
    
    50
    
    
    
    10
    
    
    
    83
    
    
    
    204Foreign currency
exchange loss (gain),
net
    
    
    (26
    )
    
    
    (230
    )
    
    
    (50
    )
    
    
    71Other income,
net
    
    
    (210
    )
    
    
    (1
    )
    
    
    (227
    )
    
    
    (6,511
    )Consolidated
income (loss)
before income
tax
provision
    
    $
    (626
    )
    
    $
    (1,333
    )
    
    $
    (2,079
    )
    
    $
    2,340
 8




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7. Retirement Benefit Plans
  Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Service cost
    
    $
    230
    
    
    $
    180
    
    
    $
    460
    
    
    $
    358Interest cost
    
    
    366
    
    
    
    363
    
    
    
    731
    
    
    
    724Expected return on plan assets
    
    
    (392
    )
    
    
    (425
    )
    
    
    (784
    )
    
    
    (848
    )Amortization of transition asset
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (5
    )Amortization of prior service cost
    
    
    33
    
    
    
    33
    
    
    
    66
    
    
    
    66Amortization of net (gain) loss
    
    
    75
    
    
    
    26
    
    
    
    151
    
    
    
    52Net periodic benefit cost
    
    $
    312
    
    
    $
    175
    
    
    $
    624
    
    
    $
    347
  8. Subsequent Event
   9




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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, 2006 Compared with Six Months Ended March 31, 2005
  Turbine Component Services and Repair Group (Repair Group)
  10




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Aerospace Component Manufacturing Group (ACM Group)
     11




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Applied Surface Concepts Group
     Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceSix Months Ended
    
    Six Months EndedMarch 31,
    
    March 31,Credit Agreement
    
    2006
    
    2005
    
    2006
    
    2005Industrial
development
variable rate
demand revenue bond
(1)
    
    
    N/A
    
    
    
    1.8
    %
    
    
    N/A
    
    
    $1.2 millionTerm note
(1)
    
    
    N/A
    
    
    
    7.7
    %
    
    
    N/A
    
    
    $1.5 millionRevolving credit
agreement
    
    
    8.0
    %
    
    
    5.4
    %
    
    $0.5 million
    
    $1.3 millionDebt purchase
agreement
(2)
    
    
    4.3
    %
    
    
    N/A
    
    
    $1.1 million
    
    
    N/A
 12




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##### Table of Contents



(1)
    
    Industrial development variable rate demand revenue bond and the term note were paid
off during the first quarter of fiscal 2005.(2)
    
    Debt purchase agreement was entered into on September 29, 2005.   Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005
  Turbine Component Services and Repair Group (Repair Group)
     Aerospace Component Manufacturing Group (ACM Group)
  13




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Applied Surface Concepts Group
    Corporate Unallocated Expenses
  14




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Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,Credit Agreement
    
    2006
    
    2005
    
    2006
    
    2005Revolving credit
agreement
    
    
    8.0
    %
    
    
    5.9
    %
    
    $1.0 million
    
    $0.5 millionDebt purchase
agreement
(1)
    
    
    4.4
    %
    
    
    N/A
    
    
    $0.9 million
    
    
    N/A
 
 (1)
    
    The debt purchase agreement was entered into on September 29, 2005.  B. Liquidity and Capital Resources
      15




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C. Recently Issued Accounting Standards
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   16




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A. Foreign Currency Risk
    British Pound
    
    Euro
    
    Swedish KronaCash and cash
equivalents
    

    139

    

    109

    

    240Accounts
receivable
    

    530

    

    961

    

    983Accounts payable and accrued
liabilities
    

    296

    

    2,289

    
        1,001
 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
  17




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Item 3. Defaults Upon Senior Securities
  
 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, Michael
S. Lipscomb, P. Charles Miller, Jr., Alayne L. Reitman, Hudson D. Smith and J. Douglas
Whelan, to serve on the Board of Directors until the Companys
Annual Meeting in 2007.The results of the voting for directors were as follows:
 Name
    
    Votes For
    
    Votes WithheldJeffrey P. Gotschall
    
    
    4,226,709
    
    
    
    649,091Michael S. Lipscomb
    
    
    4,185,369
    
    
    
    690,431P. Charles Miller, Jr.
    
    
    4,218,294
    
    
    
    657,506Alayne L. Reitman
    
    
    4,224,794
    
    
    
    651,006Hudson D. Smith
    
    
    4,245,879
    
    
    
    629,921J. Douglas Whelan
    
    
    4,215,732
    
    
    
    660,068
 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, 2006. There were
4,750,017 votes cast for the appointment, 62,673 votes cast against the appointment and
63,110 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 reference
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##### Table of Contents



ExhibitNo.
    
    Description4.7
    
    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
reference4.8
    
    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 of the Companys Form 10-K dated
September 30,2003, 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 of the Companys Form 10-Q dated
December 31,2004, and incorporated herin 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 reference
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##### Table of Contents



ExhibitNo.
    
    Description9.1
    
    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
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 reference10.9
    
    Change in Control Severance Agreement between the Company and Timothy V.
Crean, dated July 30, 2002, filed as Exhibit 10.9 of the Companys Form 10-K
dated September 30, 2002, 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*10.15
    
    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, 2006.14.1
    
    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
 20




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##### Table of Contents



ExhibitNo.
    
    Description*32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 
 *
    
    Filed Herewith
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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date:  May 15, 2006
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board and
     Chief Executive OfficerDate:  May 15, 2006
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and
     Chief Financial Officer
     (Principal Financial Officer) 22