##### 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 June 30, 2005
 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)
 
  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. Unregistered Sales of Equity 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-4.16 E-2 Amendment No. 12 to Credit AgreementEX-31.1 E-2 Certification of CEOEX-31.2 E-2 Certification of CFOEX-32.1 E-2 Certification of CEOEX-32.2 E-2 Certification of 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
    
    Nine Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net
sales
    
    $
    20,822
    
    
    $
    23,015
    
    
    $
    59,746
    
    
    $
    66,648Operating expenses:Cost of goods
sold
    
    
    18,877
    
    
    
    20,421
    
    
    
    55,521
    
    
    
    58,888Selling,
general and
administrative
expenses
    
    
    2,888
    
    
    
    2,849
    
    
    
    9,064
    
    
    
    8,686Total
operating
expenses
    
    
    21,765
    
    
    
    23,270
    
    
    
    64,585
    
    
    
    67,574Operating loss
    
    
    (943
    )
    
    
    (255
    )
    
    
    (4,839
    )
    
    
    (926
    )Interest income
    
    
    (11
    )
    
    
    (14
    )
    
    
    (62
    )
    
    
    (40
    )Interest
expense
    
    
    49
    
    
    
    189
    
    
    
    304
    
    
    
    592Foreign currency
exchange loss
(gain), net
    
    
    (127
    )
    
    
    (55
    )
    
    
    (56
    )
    
    
    93Other income,
net
    
    
    (263
    )
    
    
    (132
    )
    
    
    (6,774
    )
    
    
    (185
    )Income (loss)
before income tax
provision
    
    
    (591
    )
    
    
    (243
    )
    
    
    1,749
    
    
    
    (1,386
    )Income tax
provision
    
    
    104
    
    
    
    10
    
    
    
    1,442
    
    
    
    43Net income(loss)
    
    $
    (695
    )
    
    $
    (253
    )
    
    $
    307
    
    
    $
    (1,429
    )Net income (loss)
per share(basic)
    
    $
    (0.13
    )
    
    $
    (0.05
    )
    
    $
    0.06
    
    
    $
    (0.27
    )Net income (loss)
per share(diluted)
    
    $
    (0.13
    )
    
    $
    (0.05
    )
    
    $
    0.06
    
    
    $
    (0.27
    )Weighted-average
number of common
shares (basic)
    
    
    5,230
    
    
    
    5,220
    
    
    
    5,223
    
    
    
    5,223Weighted-average
number of common
shares (diluted)
    
    
    5,231
    
    
    
    5,220
    
    
    
    5,228
    
    
    
    5,223
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SIFCO
Industries, Inc. and Subsidiaries
 Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 June 30,
    
    September 30,2005
    
    2004(unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,719
    
    
    $
    5,578Receivables, net
    
    
    16,503
    
    
    
    17,720Inventories
    
    
    8,708
    
    
    
    7,845Deferred income taxes
    
    
    
    
    
    
    575Prepaid expenses and other current assets
    
    
    736
    
    
    
    1,132Assets held for sale
    
    
    
    
    
    
    4,231Total current assets
    
    
    27,666
    
    
    
    37,081Property, plant and equipment, net
    
    
    19,173
    
    
    
    19,882Other assets
    
    
    2,815
    
    
    
    2,796Total assets
    
    $
    49,654
    
    
    $
    59,759LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    2
    
    
    $
    4,569Accounts payable
    
    
    7,480
    
    
    
    9,354Accrued liabilities
    
    
    6,641
    
    
    
    7,129Total current liabilities
    
    
    14,123
    
    
    
    21,052Long-term debt, net of current maturities
    
    
    3,068
    
    
    
    5,797Other long-term liabilities
    
    
    7,936
    
    
    
    8,108Shareholders equity:Serial preferred shares, no par value, authorized 1,000
shares
    
    
    
    
    
    
    Common shares, par value $1 per share, authorized 10,000 shares; issued
5,249 and 5,257 shares at June 30, 2005 and September 30, 2004,
respectively; outstanding 5,230 and 5,214 shares at June 30, 2005
and September 30, 2004, respectively
    
    
    5,249
    
    
    
    5,257Additional paid-in capital
    
    
    6,384
    
    
    
    6,497Retained earnings
    
    
    22,643
    
    
    
    22,336Accumulated other comprehensive loss
    
    
    (9,519
    )
    
    
    (8,867
    )Unearned compensation  restricted common shares
    
    
    (101
    )
    
    
    (166
    )Common shares held in treasury at cost, 19 and 43 shares at June 30,
2005 and September 30, 2004, respectively
    
    
    (129
    )
    
    
    (255
    )Total shareholders equity
    
    
    24,527
    
    
    
    24,802Total liabilities and shareholders
equity
    
    $
    49,654
    
    
    $
    59,759
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SIFCO
Industries, Inc. and Subsidiaries
 Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Nine Months EndedJune 30,2005
    
    2004Cash flows from operating activities:Net income (loss)
    
    $
    307
    
    
    $
    (1,429
    )Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:Depreciation and amortization
    
    
    2,450
    
    
    
    2,670Gain on disposal of property, plant and
equipment
    
    
    (6,313
    )
    
    
    (13
    )Deferred income taxes
    
    
    575
    
    
    
    Share transactions under employee stock
plan
    
    
    66
    
    
    
    65Asset impairment charges
    
    
    21
    
    
    
    Changes in operating assets and liabilities:Receivables
    
    
    1,217
    
    
    
    (882
    )Inventories
    
    
    (863
    )
    
    
    1,197Prepaid expenses and other current
assets
    
    
    (225
    )
    
    
    (409
    )Other assets
    
    
    (19
    )
    
    
    (251
    )Accounts payable
    
    
    (1,874
    )
    
    
    543Accrued liabilities
    
    
    (610
    )
    
    
    736Other long-term
liabilities
    
    
    (122
    )
    
    
    161Net cash provided by (used for)
operating activities
    
    
    (5,390
    )
    
    
    2,388Cash flows from investing activities:Capital expenditures
    
    
    (1,822
    )
    
    
    (1,909
    )Proceeds from disposal of property, plant
and equipment
    
    
    10,598
    
    
    
    77Reimbursement of equipment
expenditures
    
    
    
    
    
    
    750Other
    
    
    51
    
    
    
    135Net cash provided by (used for)
investing activities
    
    
    8,827
    
    
    
    (947
    )Cash flows from financing activities:Proceeds from revolving credit
agreement
    
    
    19,864
    
    
    
    40,809Repayments of revolving credit
agreement
    
    
    (19,913
    )
    
    
    (39,685
    )Repayments of long-term debt
    
    
    (7,247
    )
    
    
    (1,151
    )Net cash used for financing
activities
    
    
    (7,296
    )
    
    
    (27
    )Increase (decrease) in cash and cash equivalents
    
    
    (3,859
    )
    
    
    1,414Cash and cash equivalents at the beginning of the
period
    
    
    5,578
    
    
    
    4,524Cash and cash equivalents at the
end of the period
    
    $
    1,719
    
    
    $
    5,938Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    (315
    )
    
    $
    (434
    )Cash recovered from (paid for) income taxes,
net
    
    
    (797
    )
    
    
    36
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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 Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income (loss) as reported
    
    $
    (695
    )
    
    $
    (253
    )
    
    $
    307
    
    
    $
    (1,429
    )Less: Stock-based compensation expense
determined under fair value based method for
all awards
    
    
    13
    
    
    
    27
    
    
    
    39
    
    
    
    82Pro forma net income (loss) as if the fair value
based method had been applied to all awards
    
    $
    (708
    )
    
    $
    (280
    )
    
    $
    268
    
    
    $
    (1,511
    )Net income (loss) per share:Basic  as reported
    
    $
    (0.13
    )
    
    $
    (0.05
    )
    
    $
    (0.06
    )
    
    $
    (0.27
    )Basic  pro forma
    
    $
    (0.14
    )
    
    $
    (0.05
    )
    
    $
    (0.05
    )
    
    $
    (0.29
    )Diluted  as reported
    
    $
    (0.13
    )
    
    $
    (0.05
    )
    
    $
    (0.06
    )
    
    $
    (0.27
    )Diluted  pro forma
    
    $
    (0.14
    )
    
    $
    (0.05
    )
    
    $
    (0.05
    )
    
    $
    (0.29
    )
 C. New Accounting Standards
  5




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.
  , 
  2.
    
    Inventories
  June 30,
    
    September 30,2005
    
    2004Raw materials and supplies
    
    $
    2,960
    
    
    $
    2,566Work-in-process
    
    
    3,103
    
    
    
    2,821Finished goods
    
    
    2,645
    
    
    
    2,458Total inventories
    
    $
    8,708
    
    
    $
    7,845
  6




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3.
    
    Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income
(loss)
    
    $
    (695
    )
    
    $
    (253
    )
    
    $
    307
    
    
    $
    (1,429
    )Foreign currency
translation
adjustment
    
    
    (97
    )
    
    
    (14
    )
    
    
    40
    
    
    
    149Unrealized gain on
interest rate swap
agreement
    
    
    
    
    
    
    88
    
    
    
    125
    
    
    
    212Currency exchange
contract adjustment
    
    
    (956
    )
    
    
    61
    
    
    
    (790
    )
    
    
    (63
    )Minimum pension
liability
adjustment
    
    
    
    
    
    
    (31
    )
    
    
    (27
    )
    
    
    (31
    )Total
comprehensive loss
    
    $
    (1,748
    )
    
    $
    (149
    )
    
    $
    (345
    )
    
    $
    (1,162
    )
  June 30,
    
    September 30,2005
    
    2004Foreign currency translation
adjustment
    
    $
    (6,712
    )
    
    $
    (6,752
    )Interest rate swap agreement
adjustment
    
    
    
    
    
    
    (125
    )Currency exchange contract
adjustment
    
    
    (169
    )
    
    
    621Minimum pension liability
adjustment
    
    
    (2,638
    )
    
    
    (2,611
    )Total accumulated other
comprehensive loss
    
    $
    (9,519
    )
    
    $
    (8,867
    )
 4.
    
    Long-Term Debt
  7




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5.
    
    Business Segments
   Three Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net sales:Turbine Component Services and Repair Group
    
    $
    9,293
    
    
    $
    11,474
    
    
    $
    27,968
    
    
    $
    35,476Aerospace Component Manufacturing Group
    
    
    8,520
    
    
    
    8,687
    
    
    
    22,676
    
    
    
    23,005Applied Surface Concepts Group
    
    
    3,009
    
    
    
    2,854
    
    
    
    9,102
    
    
    
    8,167Consolidated net sales
    
    $
    20,822
    
    
    $
    23,015
    
    
    $
    59,746
    
    
    $
    66,648Operating income (loss):Turbine Component Services and Repair Group
    
    $
    (1,201
    )
    
    $
    (874
    )
    
    $
    (3,769
    )
    
    $
    (2,011
    )Aerospace Component Manufacturing Group
    
    
    255
    
    
    
    733
    
    
    
    (584
    )
    
    
    1,700Applied Surface Concepts Group
    
    
    323
    
    
    
    158
    
    
    
    767
    
    
    
    575Corporate unallocated expenses
    
    
    (320
    )
    
    
    (272
    )
    
    
    (1,253
    )
    
    
    (1,190
    )Consolidated operating loss
    
    
    (943
    )
    
    
    (255
    )
    
    
    (4,839
    )
    
    
    (926
    )Interest expense, net
    
    
    38
    
    
    
    175
    
    
    
    242
    
    
    
    552Foreign currency exchange loss (gain),net
    
    
    (127
    )
    
    
    (55
    )
    
    
    (56
    )
    
    
    93Other income, net
    
    
    (263
    )
    
    
    (132
    )
    
    
    (6,774
    )
    
    
    (185
    )Consolidated income (loss) before income tax
provision
    
    $
    (591
    )
    
    $
    (243
    )
    
    $
    1,749
    
    
    $
    (1,386
    )
 6.
    
    Retirement Benefit Plans
  Three Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Service cost
    
    $
    167
    
    
    $
    163
    
    
    $
    525
    
    
    $
    469Interest cost
    
    
    350
    
    
    
    350
    
    
    
    1,074
    
    
    
    1,044Expected return on
plan assets
    
    
    (392
    )
    
    
    (373
    )
    
    
    (1,240
    )
    
    
    (1,139
    )Amortization of
transition asset
    
    
    (3
    )
    
    
    (3
    )
    
    
    (8
    )
    
    
    (8
    )Amortization of
prior service
cost
    
    
    33
    
    
    
    33
    
    
    
    99
    
    
    
    99Amortization of net
loss
    
    
    19
    
    
    
    10
    
    
    
    70
    
    
    
    19Net
periodic
benefit
cost
    
    $
    174
    
    
    $
    180
    
    
    $
    520
    
    
    $
    484
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Nine Months Ended June 30, 2005 Compared with Nine Months Ended June 30, 2004
  Turbine Component Services and Repair Group (Repair Group)
   9




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Aerospace Component Manufacturing Group (ACM Group)
      10




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Applied Surface Concepts (formerly named Metal Finishing) Group
     Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceNine Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,Credit Agreement
    
    2005
    
    2004
    
    2005
    
    2004Industrial development variable rate demand
revenue bond
    
    
    1.8
    %
    
    
    1.2
    %
    
    $0.8 million
    
    $2.9 millionTerm note
    
    
    7.2
    %
    
    
    9.5
    %
    
    $1.0 million
    
    $5.2 millionRevolving credit agreement
    
    
    5.9
    %
    
    
    4.5
    %
    
    $1.4 million
    
    $2.5 million
  11




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Income Tax Provision
   Three Months Ended June 30, 2005 Compared with Three Months Ended June 30, 2004
  Turbine Component Services and Repair Group (Repair Group)
     12




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Aerospace Component Manufacturing Group (ACM Group)
     Applied Surface Concepts (formerly named Metal Finishing) Group
    Corporate Unallocated Expenses
  13




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Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedJune 30,
    
    June 30,Credit Agreement
    
    2005
    
    2004
    
    2005
    
    2004Industrial development variable rate demand
revenue bond
    
    
    N/A
    
    
    
    1.2
    %
    
    $
    0
    
    
    $2.8 millionTerm note
    
    
    N/A
    
    
    
    9.5
    %
    
    $
    0
    
    
    $4.9 millionRevolving credit agreement
    
    
    6.4
    %
    
    
    4.5
    %
    
    $1.6 million
    
    $2.7 million
  Income Tax Provision
  B. Liquidity and Capital Resources
     14




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C. Recently Issued Accounting Standards
  " "
 15




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" "
  ,  "
 
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   A. Foreign Currency Risk
   16




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British Pound
    
    EuroCash and cash equivalents
    
    
    228
    
    
    
    506Accounts receivable
    
    
    503
    
    
    
    753Accounts payable and accrued liabilities
    
    
    144
    
    
    
    1,590
 B. Interest Rate Risk
  
 Item 4. Controls And Procedures
   
 Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  17




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Item 6. Exhibits
   Exhibit No.
    
    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
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 Bank4.10
    
    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 reference
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Exhibit No.
    
    Description4.13
    
    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
December 17, 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 on
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
reference* 4.16
    
    Amendment No. 12 to Amended and Restated Credit Agreement dated August 10,
2005 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 reference10.1
    
    1989 Key Employee Stock Option Plan, filed as Exhibit B of the Companys Form
S-8 dated January 9, 1990, 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 reference10.8
    
    Change in Control Agreement between the Company and Frank Cappello, dated
November 9, 2000, filed as Exhibit 10 (j) 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 reference
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##### Table of Contents



Exhibit No.
    
    Description10.13
    
    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 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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##### Table of Contents



SIGNATURES
  SIFCO Industries, Inc.(Registrant)Date: August 12, 2005
    
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board andChief Executive OfficerDate: August 12, 2005
    
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance andChief Financial Officer(Principal Financial Officer)
 21