##### 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, 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. ExhibitsSIGNATURESEX-4.21EX-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
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    22,319
    
    
    $
    20,822
    
    
    $
    66,650
    
    
    $
    59,746Operating expenses and other:Cost of goods sold
    
    
    19,261
    
    
    
    18,630
    
    
    
    58,764
    
    
    
    55,025Selling, general and administrative expenses
    
    
    3,076
    
    
    
    2,888
    
    
    
    10,124
    
    
    
    9,254Loss (gain) on disposal of operating assets
    
    
    (3,208
    )
    
    
    (5
    )
    
    
    (3,204
    )
    
    
    21Total operating expenses and other
    
    
    19,129
    
    
    
    21,513
    
    
    
    65,684
    
    
    
    64,300Operating income (loss)
    
    
    3,190
    
    
    
    (691
    )
    
    
    966
    
    
    
    (4,554
    )Interest income
    
    
    (41
    )
    
    
    (11
    )
    
    
    (56
    )
    
    
    (62
    )Interest expense
    
    
    60
    
    
    
    49
    
    
    
    158
    
    
    
    304Foreign currency exchange gain, net
    
    
    (102
    )
    
    
    (127
    )
    
    
    (152
    )
    
    
    (56
    )Other income, net
    
    
    (737
    )
    
    
    (11
    )
    
    
    (915
    )
    
    
    (6,489
    )Income (loss) before income tax
provision
    
    
    4,010
    
    
    
    (591
    )
    
    
    1,931
    
    
    
    1,749Income tax provision
    
    
    679
    
    
    
    104
    
    
    
    699
    
    
    
    1,442Net income (loss)
    
    $
    3,331
    
    
    $
    (695
    )
    
    $
    1,232
    
    
    $
    307Net income (loss) per share (basic)
    
    $
    0.64
    
    
    $
    (0.13
    )
    
    $
    0.24
    
    
    $
    0.06Net income (loss) per share (diluted)
    
    $
    0.64
    
    
    $
    (0.13
    )
    
    $
    0.24
    
    
    $
    0.06Weighted-average number of common shares (basic)
    
    
    5,222
    
    
    
    5,230
    
    
    
    5,222
    
    
    
    5,223Weighted-average number of common shares (diluted)
    
    
    5,230
    
    
    
    5,231
    
    
    
    5,226
    
    
    
    5,228
  2




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##### Table of Contents



SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 June 30,
    
    
    September2006
    
    
    30, 2005(unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    4,812
    
    
    $
    884Receivables, net
    
    
    19,948
    
    
    
    17,661Inventories
    
    
    9,001
    
    
    
    8,746Refundable income taxes
    
    
    205
    
    
    
    171Prepaid expenses and other current assets
    
    
    920
    
    
    
    627Total current assets
    
    
    34,886
    
    
    
    28,089Property, plant and equipment, net
    
    
    14,424
    
    
    
    18,744Other assets
    
    
    2,664
    
    
    
    2,690Total assets
    
    $
    51,974
    
    
    $
    49,523LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term debt
    
    $
    31
    
    
    $
    1,915Accounts payable
    
    
    12,695
    
    
    
    9,288Accrued liabilities
    
    
    6,537
    
    
    
    7,267Total current liabilities
    
    
    19,263
    
    
    
    18,470Long-term debt, net of current maturities
    
    
    562
    
    
    
    10Other long-term liabilities
    
    
    7,988
    
    
    
    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
5,222 and 5,228 shares at June 30, 2006 and September 30, 2005,
respectively; outstanding 5,222 shares at June 30, 2006
and September 30, 2005
    
    
    5,222
    
    
    
    5,228Additional paid-in capital
    
    
    6,306
    
    
    
    6,282Retained earnings
    
    
    23,372
    
    
    
    22,140Accumulated other comprehensive loss
    
    
    (10,735
    )
    
    
    (11,149
    )Unearned compensation  restricted common shares
    
    
    (4
    )
    
    
    (60
    )Common shares held in treasury at cost, 0 and 6 shares at June 30,
2006 and September 30, 2005, respectively
    
    
    
    
    
    
    (43
    )Total shareholders equity
    
    
    24,161
    
    
    
    22,398Total liabilities and shareholders equity
    
    $
    51,974
    
    
    $
    49,523
  3




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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Nine Months EndedJune 30,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    1,232
    
    
    
    307Adjustments to reconcile net income to net cash
used for operating activities:Depreciation and amortization
    
    
    2,136
    
    
    
    2,450Gain on disposal of assets
    
    
    (3,204
    )
    
    
    (6,313
    )Deferred income taxes
    
    
    
    
    
    
    575Share transactions under employee stock plan
    
    
    117
    
    
    
    66Asset impairment charges
    
    
    
    
    
    
    21Changes in operating assets and liabilities:Receivables
    
    
    (2,190
    )
    
    
    1,217Inventories
    
    
    (1,210
    )
    
    
    (863
    )Refundable income taxes
    
    
    (26
    )
    
    
    Prepaid expenses and other current assets
    
    
    (235
    )
    
    
    (225
    )Other assets
    
    
    73
    
    
    
    (19
    )Accounts payable
    
    
    3,365
    
    
    
    (1,874
    )Accrued liabilities
    
    
    (592
    )
    
    
    (610
    )Other long-term liabilities
    
    
    (657
    )
    
    
    (122
    )Net cash used for operating activities
    
    
    (1,191
    )
    
    
    (5,390
    )Cash flows from investing activities:Capital expenditures
    
    
    (881
    )
    
    
    (1,822
    )Proceeds from disposal of assets
    
    
    7,790
    
    
    
    10,598Acquisition of business, net of cash acquired
    
    
    (436
    )
    
    
    Other
    
    
    38
    
    
    
    51Net cash provided by investing activities
    
    
    6,511
    
    
    
    8,827Cash flows from financing activities:Proceeds from debt purchase agreement
    
    
    16,958
    
    
    
    Repayments of debt purchase agreement
    
    
    (18,871
    )
    
    
    Proceeds from revolving credit agreement
    
    
    11,451
    
    
    
    19,864Repayments of revolving credit agreement
    
    
    (10,898
    )
    
    
    (19,913
    )Proceeds from other debt
    
    
    82
    
    
    
    Repayments of other debt
    
    
    (113
    )
    
    
    Repayments of long-term debt
    
    
    (1
    )
    
    
    (7,247
    )Net cash used for financing activities
    
    
    (1,392
    )
    
    
    (7,296
    )Increase (decrease) in cash and cash equivalents
    
    
    3,928
    
    
    
    (3,859
    )Cash and cash equivalents at the beginning of the period
    
    
    884
    
    
    
    5,578Cash and cash equivalents at the end of the period
    
    $
    4,812
    
    
    $
    1,719Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    116
    
    
    $
    315Cash paid for income taxes, net
    
    
    530
    
    
    
    797
  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
    
    
    NineMonths Ended
    
    
    Months EndedJune 30, 2005
    
    
    June 30, 2005Net income (loss) as reported
    
    $
    (695
    )
    
    $
    307Less: Stock-based compensation expense
determined under fair value based method for
all awards
    
    
    13
    
    
    
    39Pro forma net income (loss) as if the fair value
based method had been applied to all awards
    
    $
    (708
    )
    
    $
    268Net income (loss) per share:Basic  as reported
    
    $
    (0.13
    )
    
    $
    0.06Basic  pro forma
    
    $
    (0.14
    )
    
    $
    0.05Diluted  as reported
    
    $
    (0.13
    )
    
    $
    0.06Diluted  pro forma
    
    $
    (0.14
    )
    
    $
    0.05
  5




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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
    
    
    (15,000
    )
    
    $
    4.22June 30, 2006
    
    
    263,000
    
    
    $
    6.53
    
    
    
    5.6
    
    
    $
    (449
    )Vested or expected to vest at June 30, 2006
    
    
    256,250
    
    
    $
    6.59
    
    
    
    5.4
    
    
    $
    (528
    )Exercisable at June 30, 2006
    
    
    193,500
    
    
    $
    7.51
    
    
    
    4.3
    
    
    $
    (341
    )
    C. New Accounting Standards
   6




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##### Table of Contents



2. Acquisition
  3. Inventories
  June 30,
    
    
    September 30,2006
    
    
    2005Raw materials and supplies
    
    $
    3,037
    
    
    $
    3,437Work-in-process
    
    
    3,894
    
    
    
    2,793Finished goods
    
    
    2,070
    
    
    
    2,516Total inventories
    
    $
    9,001
    
    
    $
    8,746
   4. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss)
    
    $
    3,331
    
    
    $
    (695
    )
    
    $
    1,232
    
    
    $
    307Foreign currency translation adjustment
    
    
    85
    
    
    
    (97
    )
    
    
    82
    
    
    
    40Unrealized gain on interest rate swap agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125Currency exchange contract adjustment
    
    
    131
    
    
    
    (956
    )
    
    
    332
    
    
    
    (790
    )Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27
    )Total comprehensive income (loss)
    
    $
    3,547
    
    
    $
    (1,748
    )
    
    $
    1,646
    
    
    $
    (345
    )
 7




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##### Table of Contents



June 30,
    
    
    September 30,2006
    
    
    2005Foreign currency translation adjustment
    
    $
    (6,636
    )
    
    $
    (6,718
    )Currency exchange contract adjustment
    
    
    44
    
    
    
    (288
    )Minimum pension liability adjustment
    
    
    (4,143
    )
    
    
    (4,143
    )Total accumulated other comprehensive loss
    
    $
    (10,735
    )
    
    $
    (11,149
    )
 5. Long-Term Debt
  6. Business Segments
   Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales:Turbine Component Services and Repair Group
    
    $
    6,724
    
    
    $
    9,293
    
    
    $
    24,892
    
    
    $
    27,968Aerospace Component Manufacturing Group
    
    
    12,534
    
    
    
    8,520
    
    
    
    32,692
    
    
    
    22,676Applied Surface Concepts Group
    
    
    3,061
    
    
    
    3,009
    
    
    
    9,066
    
    
    
    9,102Consolidated net sales
    
    $
    22,319
    
    
    $
    20,822
    
    
    $
    66,650
    
    
    $
    59,746Operating income (loss):Turbine Component Services and Repair Group
    
    $
    2,760
    
    
    $
    (1,201
    )
    
    $
    117
    
    
    $
    (3,794
    )Aerospace Component Manufacturing Group
    
    
    1,333
    
    
    
    501
    
    
    
    2,415
    
    
    
    (279
    )Applied Surface Concepts Group
    
    
    (411
    )
    
    
    328
    
    
    
    (375
    )
    
    
    772Corporate unallocated expenses
    
    
    (492
    )
    
    
    (319
    )
    
    
    (1,191
    )
    
    
    (1,253
    )Consolidated operating income (loss)
    
    
    3,190
    
    
    
    (691
    )
    
    
    966
    
    
    
    (4,554
    )Interest expense, net
    
    
    19
    
    
    
    38
    
    
    
    102
    
    
    
    242Foreign currency exchange gain, net
    
    
    (102
    )
    
    
    (127
    )
    
    
    (152
    )
    
    
    (56
    )Other income, net
    
    
    (737
    )
    
    
    (11
    )
    
    
    (915
    )
    
    
    (6,489
    )Consolidated income (loss) before income tax provision
    
    $
    4,010
    
    
    $
    (591
    )
    
    $
    1,931
    
    
    $
    1,749
 8




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7. Retirement Benefit Plans
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Service cost
    
    $
    235
    
    
    $
    167
    
    
    $
    694
    
    
    $
    525Interest cost
    
    
    355
    
    
    
    350
    
    
    
    1,086
    
    
    
    1,074Expected return on plan assets
    
    
    (374
    )
    
    
    (392
    )
    
    
    (1,158
    )
    
    
    (1,240
    )Amortization of transition asset
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    (8
    )Amortization of prior service cost
    
    
    33
    
    
    
    33
    
    
    
    99
    
    
    
    99Amortization of net loss
    
    
    58
    
    
    
    19
    
    
    
    210
    
    
    
    70Net periodic benefit cost
    
    $
    307
    
    
    $
    174
    
    
    $
    931
    
    
    $
    520
   8. Asset Divestiture
   9




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9. Government Grants
    
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   10




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A. Results of Operations
 Nine Months Ended June 30, 2006 Compared with Nine Months Ended June 30, 2005
  Turbine Component Services and Repair Group (Repair Group)
       11




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Aerospace Component Manufacturing Group (ACM Group)
      Applied Surface Concepts Group (ASC Group)
  12




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Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceNine Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,Credit Agreement
    
    2006
    
    2005
    
    2006
    
    2005Industrial development variable rate demand
revenue bond (1)
    
    
    N/A
    
    
    
    1.8
    %
    
    
    N/A
    
    
    $0.8 millionTerm note (1)
    
    
    N/A
    
    
    
    7.2
    %
    
    
    N/A
    
    
    $1.0 millionRevolving credit agreement
    
    
    8.2
    %
    
    
    5.9
    %
    
    $0.6 million
    
    $1.4 millionDebt purchase agreement (2)
    
    
    4.6
    %
    
    
    N/A
    
    
    $1.1 million
    
    
    N/A
 
 (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 and was paid off during
the third quarter of fiscal 2006.  13




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Three Months Ended June 30, 2006 Compared with Three Months Ended June 30, 2005
  Turbine Component Services and Repair Group (Repair Group)
      14




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Aerospace Component Manufacturing Group (ACM Group)
     Applied Surface Concepts Group (ASC Group)
   15




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Corporate Unallocated Expenses
  Other/General
  Weighted Average
    
    Weighted AverageInterest Rate
    
    Outstanding BalanceThree Months Ended
    
    Three Months EndedJune 30,
    
    June 30,Credit Agreement
    
    2006
    
    2005
    
    2006
    
    2005Revolving credit agreement
    
    
    8.4
    %
    
    
    6.4
    %
    
    $0.8 million
    
    $1.6 millionDebt purchase agreement (1)
    
    
    5.1
    %
    
    
    N/A
    
    
    $0.9 million
    
    
    N/A
 
 (1)
    
    The debt purchase agreement was entered into on September 29, 2005 and was paid off during
the third quarter of fiscal 2006.   B. Liquidity and Capital Resources
   16




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C. Recently Issued Accounting Standards
   17




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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
    
    
    244
    
    
    
    170
    
    
    
    Accounts receivable
    
    
    422
    
    
    
    1,032
    
    
    
    1,148Accounts payable and accrued liabilities
    
    
    372
    
    
    
    1,555
    
    
    
    1,327
 B. Interest Rate Risk
  18




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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
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 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
 19




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##### Table of Contents



ExhibitNo.
    
    DescriptionReimbursement 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 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 reference
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##### Table of Contents



ExhibitNo.
    
    Description4.20
    
    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*4.21
    
    Amendment No. 15 to Amended and Restated Credit Agreement dated August 14,
2006 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
reference10.2
    
    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 reference10.15
    
    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
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##### Table of Contents



ExhibitNo.
    
    Description*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 14, 2006
    
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board and
Chief Executive Officer Date: August 14, 2006
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance and
Chief Financial Officer
(Principal Financial Officer) 23