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 June 30,December 31, 2008
or
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission file number1-5978
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
   
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)
(216) 881-8600
(Registrant’s telephone number, including area code)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated FileroAccelerated Fileraccelerated filer oAccelerated filer o Non-accelerated Filerfiler oSmaller reporting companyþ

(Do not check if a smaller reporting company)
Smaller reporting company þ
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
The number of the Registrant’s Common Shares outstanding at June 30,December 31, 2008 was 5,293,966.5,294,716.
 
 

 


TABLE OF CONTENTS

Part I.Financial Information
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Evaluation of Disclosure 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. (a) Exhibits
SIGNATURES
EX-31.1
EX-31.2
EX-32.1
EX-32.2EX-32


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 
 Three Months Ended Nine Months Ended  December 31, 
 June 30, June 30,  2008 2007 
 2008 2007 2008 2007  
Net sales $27,333 $24,022 $76,493 $64,678  $23,537 $23,061 
Operating expenses:  
Cost of goods sold 20,977 18,435 58,492 49,118  18,155 17,824 
Selling, general and administrative expenses 3,243 3,144 9,507 8,422  2,863 3,425 
Gain on disposal of operating assets   (140)   (136)
              
  
Total operating expenses 24,220 21,439 67,999 57,404  21,018 21,249 
              
  
Operating income 3,113 2,583 8,494 7,274  2,519 1,812 
  
Interest income  (3)  (1)  (5)  (3)  (5)  (2)
Interest expense 22 53 135 107  16 66 
Foreign currency exchange gain, net  (8)  (6)  (12)  (14)
Other (income) expense, net  (1) 24  (1)  (9)
Foreign currency exchange loss 72 5 
Other income, net  (5)  (2)
              
  
Income from continuing operations before income tax provision 3,103 2,513 8,377 7,193  2,441 1,745 
  
Income tax provision 1,035 618 3,031 730  903 630 
              
  
Income from continuing operations 2,068 1,895 5,346 6,463  1,538 1,115 
  
Income (loss) from discontinued operations, net of tax 91  (1,532)  (216)  (1,897) 92  (43)
              
  
Net income $2,159 $363 $5,130 $4,566  $1,630 $1,072 
              
  
Income per share from continuing operations  
Basic $0.39 $0.36 $1.01 $1.23  $0.29 $0.21 
Diluted $0.38 $0.36 $1.00 $1.23  $0.29 $0.21 
  
Income (loss) per share from discontinued operations, net of tax  
Basic $0.02 $(0.29) $(0.04) $(0.36) $0.02 $(0.01)
Diluted $0.02 $(0.29) $(0.04) $(0.36) $0.02 $(0.01)
  
Net income per share  
Basic $0.41 $0.07 $0.97 $0.87  $0.31 $0.20 
Diluted $0.40 $0.07 $0.96 $0.87  $0.31 $0.20 
  
Weighted-average number of common shares (basic) 5,294 5,252 5,290 5,237  5,295 5,285 
Weighted-average number of common shares (diluted) 5,345 5,311 5,342 5,274  5,307 5,336 
See notes to unaudited consolidated condensed financial statements.

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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
                
 June 30, September 30,  December 31, September 30, 
 2008 2007  2008 2008 
 (unaudited)  (unaudited) 
ASSETS
    
Current assets:  
Cash and cash equivalents $7,055 $5,510  $7,331 $10,440 
Receivables, net 21,128 19,473  19,911 19,130 
Inventories 13,341 16,897  13,467 11,730 
Refundable income taxes 20   449 1,309 
Deferred income taxes 1,829 2,423  1,578 1,541 
Prepaid expenses and other current assets 410 370  656 463 
Assets held for sale 3,532 3,189  3,122 3,158 
          
  
Total current assets 47,315 47,862  46,514 47,771 
 
Property, plant and equipment, net 11,313 10,570  10,779 10,253 
  
Other assets 3,472 2,457  2,133 2,125 
          
  
Total assets $62,100 $60,889  $59,426 $60,149 
          
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
  
Current liabilities:  
Current maturities of long-term debt $92 $87  $96 $94 
Accounts payable 9,022 9,735  7,054 8,310 
Accrued liabilities 4,835 5,690  4,146 5,052 
          
  
Total current liabilities 13,949 15,512  11,296 13,456 
  
Long-term debt, net of current maturities 312 2,986  238 269 
  
Deferred income taxes 3,468 3,655  3,218 3,295 
  
Other long-term liabilities 1,521 1,958  2,425 2,450 
  
Shareholders’ 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 5,294 and 5,281 shares at June 30, 2008 and September 30, 2007 5,294 5,281 
Common shares, par value $1 per share, authorized 10,000 shares; issued and outstanding 5,295 shares at December 31, 2008 and September 30, 2008 5,295 5,295 
Additional paid-in capital 6,376 6,352  6,423 6,399 
Retained earnings 34,958 29,828  37,284 35,658 
Accumulated other comprehensive loss  (3,778)  (4,683)  (6,753)  (6,673)
          
  
Total shareholders’ equity 42,850 36,778  42,249 40,679 
          
  
Total liabilities and shareholders’ equity $62,100 $60,889  $59,426 $60,149 
          
See notes to unaudited consolidated condensed financial statements.

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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
                
 Nine Months Ended  Three Months Ended 
 June 30,  December 31, 
 2008 2007  2008 2007 
Cash flows from operating activities:  
Net income $5,130 $4,566  $1,630 $1,072 
Loss from discontinued operations, net of tax 216 1,897 
Loss (income) from discontinued operations, net of tax  (92) 43 
Adjustments to reconcile net income to net cash provided by (used for) operating activities of continuing operations:  
Depreciation and amortization 1,102 1,081  391 359 
Loss (gain) on disposal of property, plant and equipment 1  (136)
Deferred income taxes 396 594   (23) 99 
Other 37 62  25 11 
Changes in operating assets and liabilities:  
Receivables  (1,952)  (4,168)  (784) 1,809 
Inventories 3,579  (5,174)  (1,793) 1,718 
Refundable income taxes 860  (5)
Accounts payable 40  (12)  (1,235)  (1,677)
Accrued liabilities  (902) 39   (551)  (750)
Other long-term liabilities  (1,291) 12  24  (1,367)
Other  (205) 170   (187)  (32)
          
  
Net cash provided by (used for) operating activities of continuing operations 6,151  (1,069)  (1,735) 1,280 
Net cash used for operating activities of discontinued operations  (659)  (3,464)  (214)  (426)
  
Cash flows from investing activities:
 
Cash flows from investing activities: 
Capital expenditures  (1,782)  (1,051)  (1,041)  (517)
Other  96 
          
  
Net cash used for investing activities of continuing operations  (1,782)  (955)  (1,041)  (517)
Net cash provided by investing activities of discontinued operations  4,047 
  
Cash flows from financing activities:  
Proceeds from revolving credit agreement 20,848 23,104   8,736 
Repayments of revolving credit agreement  (23,448)  (21,373)   (9,304)
Other  (69) 434   (28)  (22)
          
  
Net cash provided by (used for) financing activities of continuing operations  (2,669) 2,165 
Net cash used for financing activities of continuing operations  (28)  (590)
          
  
Increase in cash and cash equivalents 1,041 724 
Decrease in cash and cash equivalents  (3,018)  (253)
Cash and cash equivalents at the beginning of the period 5,510 4,744  10,440 5,510 
Effect of exchange rate changes on cash and cash equivalents 504 312   (91) 122 
          
  
Cash and cash equivalents at the end of the period $7,055 $5,780  $7,331 $5,379 
          
  
Supplemental disclosure of cash flow information of continuing operations:  
Cash paid for interest $(156) $(81) $(15) $(58)
Cash paid for income taxes, net  (2,890)  (72)  (21)  (192)
See notes to unaudited consolidated condensed financial statements.

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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)
1.1.Summary of Significant Accounting Policies
A. Principles of Consolidation
The accompanying unaudited consolidated condensed financial statements included herein include the accounts of SIFCO Industries, Inc. and its wholly-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated. The U.S. dollar is the functional currency for all of the Company’s U.S. operations. For these operations, all gains and losses from completed currency transactions are included in income currently. For the Company’s non-U.S. subsidiaries, the functional currency is the local currency. Assets and liabilities are translated into U.S. dollars at the rates of exchange at the end of the period, and revenues and expenses are translated using average rates of exchange. Foreign currency translation adjustments are reported as a component of accumulated other comprehensive loss in the consolidated condensed financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary for a fair presentation of the results of operations, financial position, and cash flows for the periods presented, have been included.
These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s fiscal 20072008 Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of the results to be expected for other interim periods or the full year. Certain prior period amounts have been reclassified in order to conform to current period classifications.
B. Stock-Based Compensation
The Company has awarded stock options under its shareholder approved 1995 Stock Option Plan (“1995 Plan”) and 1998 Long-term Incentive Plan (“1998 Plan”). No further options may be awarded under either the 1995 Plan or the 1998 Plan. Option exercise price is not less than fair market value on date of grant and options are exercisable no later than ten years from date of grant. Options awarded under both Plansplans generally vest at a rate of 25% per year.
Aggregate option activity is as follows:
                 
          Weighted-    
      Weighted-  Average    
  Number of  Average  Remaining  Aggregate 
  Share  Exercise  Contractual  Intrinsic 
  Options  Price  Term (Years)  Value 
September 30, 2007  110,500  $4.46         
Options exercised  (16,500) $3.69         
                
                 
June 30, 2008  94,000  $4.59   4.5  $518 
                
                 
Vested or expected to vest at June 30, 2008  94,000  $4.59   4.5  $518 
Exercisable at June 30, 2008  81,000  $4.73   4.1  $435 
                 
          Weighted-  
      Weighted- Average  
  Number of Average Remaining Aggregate
  Share Exercise Contractual Intrinsic
  Options Price Term (Years) Value
                 
September 30, 2008  93,250  $4.60         
Options exercised              
                 
                 
December 31, 2008  93,250  $4.60   4.0  $126 
                 
                 
Vested or expected to vest at December 31, 2008  93,250  $4.60   4.0  $126 
Exercisable at December 31, 2008  86,750  $4.67   3.8  $111 
As of June 30,December 31, 2008, there was $7$3 of total unrecognized compensation cost related to the unvested stock options granted under the Plans. The Company expects to recognize this cost over a weighted average period of less than 1.0one year.
In the first quarter of fiscal 2008, theThe Company adopted the SIFCO Industries, Inc.has also awarded performance shares under its shareholder approved 2007 Long-Term Incentive Plan (“2007 Plan”), which plan was approved by the Company’s shareholders at its 2008 Annual Meeting on January 29, 2008.. The aggregate number of shares that may be awarded under the 2007 Plan is 250,000, subject to an adjustment for the forfeiture of any issued shares. In addition, shares that may be awarded are subject to individual award limitations. The shares awarded under the 2007 Plan may be made in multiple forms including stock options, stock appreciation rights, restricted or unrestricted stock, and performance related shares. Any such awards are exercisable no later than ten years from date of grant.
In late March 2008, the Company began granting performance shares. The performance shares that have been awarded in fiscal 2008under the 2007 Plan generally provide for the issuance of the Company’s common shares upon the Company achieving certain defined financial performance objectives during a three year award period ending September 30, 2010.

5


following the making of such award. The ultimate number of common shares of the Company that may be earned pursuant to an award will range from a minimum of no shares to a maximum of 150% of the initial number of performance shares awarded, depending on the level of the Company’s achievement of its financial performance objectives.

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Compensation expense for the performance shares awarded during fiscal 2008 and 2009 is being accrued at 50% of the target level and, during each future reporting period, such expense may be subject to adjustment based upon the Company’s subsequent estimate of the number of common shares that it expects to issue upon the completion of the performance period. The performance shares were valued at the closing market price of the Company’s common shares on the date of grant, and the vesting of such shares is determined at the end of the performance period. Compensation expense related to theall performance shares awarded under the 2007 Plan was $23 and zero during the second quarterfirst quarters of fiscal 2009 and 2008, was $19.respectively. As of June 30,December 31, 2008, there was $172$252 of total unrecognized compensation cost related to the performance shares awarded under the 2007 Plan. The Company expects to recognize this cost over the next 2.32.8 years.
The following is a summary of activity related to performance shares:
         
      Weighted 
      Average Fair 
  Number of  Value at Date 
  Shares  of Grant 
Outstanding at September 30, 2007      
Performance shares awarded  35,000  $10.94 
       
         
Outstanding at June 30, 2008  35,000  $10.94 
       
         
      Weighted 
      Average Fair 
  Number of  Value at Date 
  Shares  of Grant 
         
Outstanding at September 30, 2008  35,000  $10.94 
Performance shares awarded  40,500   5.99 
       
         
Outstanding at December 31, 2008  75,500  $8.28 
       
2.2.Inventories
Inventories consist of:
        
         December 31, September 30, 
 June 30, September 30,  2008 2008 
 2008 2007  
Raw materials and supplies $4,685 $7,579  $4,422 $3,792 
Work-in-process 6,142 6,433  5,703 5,574 
Finished goods 2,514 2,885  3,342 2,364 
          
  
Total inventories $13,341 $16,897  $13,467 $11,730 
          
Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) method for 72%81% and 80%76% of the Company’s inventories at June 30,December 31, 2008 and September 30, 2007,2008, respectively. Cost is determined using the specific identification method for approximately 10%6% and 7%8% of the Company’s inventories at June 30,December 31, 2008 and September 30, 2007,2008, respectively. The first-in, first-out (“FIFO”) method is used for the remainder of the inventories. If the FIFO method had been used for the inventories for which cost is determined using the LIFO method, inventories would have been $6,994$8,768 and $7,191$8,903 higher than reported at June 30,December 31, 2008 and September 30, 2007,2008, respectively.
3.3.Comprehensive Income and Accumulated Other Comprehensive Loss
Total comprehensive income is as follows:
        
                 Three Months Ended 
 Three Months Ended Nine Months Ended  December 31, 
 June 30, June 30,  2008 2007 
 2008 2007 2008 2007  
Net income $2,159 $363 $5,130 $4,566  $1,630 $1,072 
Foreign currency translation adjustment  (42) 115 905 1,848   (126) 209 
Minimum pension liability adjustment  958  958 
Minimum pension liability adjustment, net of tax 46  
      
          
Total comprehensive income $2,117 $1,436 $6,035 $7,372  $1,550 $1,281 
              

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The components of accumulated other comprehensive loss are as follows:
        
         December 31, September 30, 
 June 30, September 30,  2008 2008 
 2008 2007  
Foreign currency translation adjustment $(3,454) $(4,359) $(4,984) $(4,858)
SFAS No. 158 net pension liability adjustment, net of tax  (324)  (324)
SFAS No. 158 net pension liability, net of tax  (1,769)  (1,815)
          
  
Total accumulated other comprehensive loss $(3,778) $(4,683) $(6,753) $(6,673)
          

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4.Long-Term Debt
4.Long-Term Debt
In February 2008, the Company entered into an agreement with its bank to (i) increase the maximum availability under its revolving credit agreement from $6,000 to $8,000, (ii) reduce the interest rate from the bank’s base rate plus 0.50% to the bank’s base rate, (iii) reduce the commitment fee on the unused balance from 0.38% to 0.35%, (iv) revise its financial covenants and (v) extend the maturity date of its revolving credit agreement from October 1, 2008 to July 1, 2009. The Company was in compliance with all applicable loan covenants under its revolving credit agreement as of June 30,December 31, 2008.
5.5.Government Grants
TheIn the past, the Company has received grants from certain government entities as an incentive to invest in facilities, research and employees. The Company has historically elected to treat capital and employment grants as a contingent obligation and does not commence amortizing such grants into income until such time that it is more certain that the Company will not be required to repay a portion of these grants. Capital grants are amortized into income over the estimated useful lives of the related assets. Employment grants are amortized into income over five years.
Certain grants that were subject to repayment expired in the first quarter of fiscal 2007. Therefore, the Company will not be required to repay such grants and, accordingly, the Company recognized grant income of approximately $2,100 in loss from discontinued operations, net of tax, during the nine months ended June 30, 2007 in the accompanying unaudited consolidated condensed statement of operations.
The unamortized portion of deferred grant revenue recorded in other long-term liabilities at June 30,December 31, 2008 and September 30, 20072008 was $494$412 and $451,$442, respectively. The majority of the Company’s grants are denominated in euros. The Company adjusts its deferred grant revenue balance in response to currency exchange rate fluctuations for as long as such grants are treated as obligations.
6.6.Income Taxes
For each interim reporting period, the Company makes an estimate of the effective tax rate it expects to be applicable for the full fiscal year. This estimated effective rate so determined is used in providing for income taxes on a year-to-date basis. The Company’s estimated effective tax rate throughin the thirdfirst quarter of fiscal 20082009 is 36%37% and differs from the U.S. federal rate due primarily to (i) the impact of state and local income taxes, (ii) a domestic production activities deduction, and (iii) the U.S. recognition of foreignU.S. federal income taxes on undistributed earnings and the valuation of net operating losses from discontinued operations of non-U.S. subsidiaries. The income tax provision consists of the following:
                 
  Three Months Ended  Nine Months Ended 
  June 30,  June 30, 
  2008  2007  2008  2007 
Current income tax provision:                
U.S. federal $631  $10  $2,209  $99 
U.S. state and local  86      225    
Non-U.S  87   14   201   37 
             
Total current tax provision  804   24   2,635   136 
                 
Deferred income tax provision (benefit):                
U.S. federal  202   594   345   594 
U.S. state and local  29      105    
Non-U.S        (54)   
             
Total deferred tax provision  231   594   396   594 
             
                 
Income tax provision $1,035  $618  $3,031  $730 
             

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Effective October 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes” — an interpretation of Statement of Financial Accounting Standards No. 109 (“SFAS No. 109”), “Accounting for Income Taxes”. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.” As required by FIN 48, which clarifies SFAS No. 109, “Accounting for Income Taxes,” the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would, more likely than not, sustain the position following an audit. For tax positions meeting that threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN 48 to all positions for which the statute of limitations remained open. The adoption of FIN 48 did not have a material impact on the Company’s financial position, cash flows and results of operations. The Company has no material unrecognized tax benefits at June 30, 2008 and October 1, 2007.
         
  Three Months Ended 
  December 31, 
  2008  2007 
         
Current income tax provision:        
U.S. federal $780  $454 
U.S. state and local  100   21 
Non-U.S  46   56 
       
Total current tax provision  926   531 
         
Deferred income tax provision (benefit):        
U.S. federal  (22)  90 
U.S. state and local  8   50 
Non-U.S  (9)  (41)
       
Total deferred tax provision  (23)  99 
       
         
Income tax provision $903  $630 
       
The Company is subject to U.S. federal income taxtaxes and to income taxes in various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for fiscal years that ended prior to September 30, 2001.2002.
It is the Company’s continuing policy to recognize any interest related to uncertain tax positions in interest expense and any penalties related to uncertain tax positions in selling, general and administrative expense. The Company has not recorded any significant interest or penalties related to uncertain tax positions as of June 30,December 31, 2008.
7.7.Retirement Benefit Plans
The Company and certain of its subsidiaries sponsor defined benefit pension plans covering most of its employees. The components of net periodic benefit cost (income) of the Company’s defined benefit plans are as follows:

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                 Three Months Ended 
 Three Months Ended Nine Months Ended  December 31, 
 June 30, June 30,  2008 2007 
 2008 2007 2008 2007  
Service cost $61 $70 $182 $210 $65 $61 
Interest cost 237 252 712 756  265 237 
Expected return on plan assets  (358)  (301)  (1,073)  (902)  (372)  (358)
Amortization of prior service cost 33 33 99 99  33 33 
Amortization of net loss (gain)  (18) 32  (54) 95  13  (18)
              
  
Net periodic benefit cost (income) $(45) $86 $(134) $258  $4 $(45)
              
Through June 30, 2008,During the first quarter of fiscal 2009, the Company has made $1,359 ofno contributions to its defined benefit pension plans. The Company anticipates making no$0.6 million of additional contributions to fund its defined benefit pension plans during the balance of fiscal 2008.2009.
8.In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). The provisions governing recognition of the funded status of a defined benefit plan and related disclosures became effective and were adopted by the Company at the end of fiscal year 2007. The requirement to measure plan assets and benefit obligations as of the date of the Company’s fiscal year end statement of financial position is effective for fiscal years ending after December 15, 2008, and is therefore effective for the Company in fiscal year 2009. The change in measurement date from July 1 to September 30 resulted in a very nominal adjustment to the Company’s retained earnings during the first quarter of fiscal 2009.
8.Business Segments
The Company identifies reportable segments based upon distinct products manufactured and services performed. The Aerospace Component Manufacturing Group consists of the production, heat-treatment, surface-treatment, non-destructive testing and some machining of forged components in various steel alloys utilizing a variety of processes for application principally in the aerospace industry. The Turbine Component Services and Repair Group (“Repair Group”) consists primarily of the repair and remanufacture of small aerospace turbine engine components. The Repair Group is also involved in precision component machining and industrial coating of turbine engine components. The Applied Surface Concepts Group is a provider of specialized selective electrochemical metal finishing processes and services used to apply metal coatings to a selective area of a component. The Company’s reportable segments are separately managed. The following table summarizes certain information regarding segments of the Company’s continuing operations:
         
  Three Months Ended 
  December 31, 
  2008  2007 
Net sales:        
Aerospace Component Manufacturing Group $16,236  $15,817 
Turbine Component Services and Repair Group  3,522   3,802 
Applied Surface Concepts Group  3,779   3,442 
       
Consolidated net sales $23,537  $23,061 
       
         
Operating income (loss):        
Aerospace Component Manufacturing Group $2,441  $2,287 
Turbine Component Services and Repair Group  158   (103)
Applied Surface Concepts Group  303   99 
Corporate unallocated expenses  (383)  (471)
       
Consolidated operating income from continuing operations  2,519   1,812 
Interest expense, net  11   64 
Foreign currency exchange loss, net  72   5 
Other income, net  (5)  (2)
       
Consolidated income from continuing operations before income tax provision $2,441  $1,745 
       

8


                 
  Three Months Ended  Nine Months Ended 
  June 30,  June 30, 
  2008  2007  2008  2007 
Net sales:                
Aerospace Component Manufacturing Group $19,740  $16,941  $53,991  $44,494 
Turbine Component Services and Repair Group  3,643   3,584   11,229   9,399 
Applied Surface Concepts Group  3,950   3,497   11,273   10,785 
             
  
Consolidated net sales from continuing operations $27,333  $24,022  $76,493  $64,678 
             
                 
Operating income (loss):                
Aerospace Component Manufacturing Group $3,368  $2,583  $9,049  $7,137 
Turbine Component Services and Repair Group  (51)  403   (8)  381 
Applied Surface Concepts Group  389   152   1,047   939 
Corporate unallocated expenses  (593)  (555)  (1,594)  (1,183)
             
Consolidated operating income from continuing operations  3,113   2,583   8,494   7,274 
                 
Interest expense, net  19   52   130   104 
Foreign currency exchange gain, net  (8)  (6)  (12)  (14)
Other (income) expense, net  (1)  24   (1)  (9)
             
Consolidated income from continuing operations before income tax provision $3,103  $2,513  $8,377  $7,193 
             
9.Asset Divestiture and Discontinued Operations
9.Asset Divestiture and Discontinued Operations
In June 2007, theThe Company and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), completed the sale of (i) its industrial turbine engine component repair business, to PAS Turbines Ireland (“PAS”). The industrial turbine engine component repair businesswhich operated in SIFCO Turbine’s Cork, Ireland facility.facility, in fiscal 2007 and (ii) the large aerospace portion of its turbine engine component repair business in fiscal 2006. Upon completion of this transaction,these transactions, the Company no longer maintains a turbine engine component repair operation in Ireland. SIFCO Turbine retained ownership of the Cork, Ireland facility (subjectsubject to a long-term lease arrangement with PAS). This facility is presented as an asset held for sale on the consolidated condensed balance sheets. In May 2006, the Company and SIFCO Turbine completed the saleacquirer of the large aerospace portion of itsindustrial turbine engine component repair business and certain related assets to SR Technics.business. The large aerospace portion of SIFCO Turbine’s turbine engine component repair business was operated in portions of two facilities located in Cork, Ireland onefacility is being held for sale as of which was sold as part of this transaction.December 31, 2008.
In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the financial results related principally to the activity of bothleasing the large aerospace and industrial turbine engine component repair businesses,Cork, Ireland facility, which together makemakes up essentially all of SIFCO Turbine’s operations, are reported as discontinued operations for all periods presented in the accompanying unaudited consolidated condensed statements of operations. The financial results included in discontinued operations were as follows:
                 
  Three Months Ended Nine Months Ended
  June 30, June 30,
  2008 2007 2008 2007
Net sales $    $1,513  $  $5,900 
Income (loss) before income tax provision  91   (1,532)  (216)  (1,897)
Income (loss) from discontinued operations, net of tax  91   (1,532)  (216)  (1,897)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain various forward-looking statements and includes assumptions concerning the Company’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides this cautionary statement identifying important economic, political and technological factors, among others, the absence or effect of which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Such factors include the following: (1) the impact on business conditions, and on the demand for product in the aerospace industry in particular, of the global economic crisis, including the reduction in available capital and liquidity from banks and other providers of credit; (2) future business environment, including capital and consumer spending; (2)(3) competitive factors, including the ability to replace business which may be lost; (3)(4) successful development of turbine component repair processes and/or the procurement of new repair process licenses from turbine engine manufacturers and/or the Federal Aviation Administration; (4)(5) metals and commodities price increases and the Company’s ability to recover such price increases; (5)(6) successful development and market introductionsintroduction of new products and services; (6)services (7) regressive pricing pressures on the Company’s products and services, with productivity improvements as the primary means to maintain margins; (7) the impact on business conditions, and on the aerospace industry in particular, of the global terrorism threat; (8) continued reliance on consumer acceptance of regional and business aircraft powered by more fuel efficient turboprop engines vs. regional and business aircraft powered by turbofan engines; (9) continued reliance on several major customers for revenues; (10) the Company’s ability to continue to have access to its revolving credit facility and to comply with the terms of its credit agreements, including financial covenants;facility; (11) the impact of changes inon future contributions to the Company’s defined benefit pension planplans due to changes in actuarial assumptions on future contributions;and the market value of plan assets; and (12) stable governments, business conditions, laws, regulations and taxes in economies where business is conducted.
SIFCO Industries, Inc.The Company and its subsidiaries engage in the production and sale of a variety of metalworking processes, services and products produced primarily to the specific design requirements of its customers. The processes and services include forging, heat-treating, coating, welding, precision component machining and selective electrochemical metal finishing. The products include forged components, machined forged components, other machined metal components, remanufactured component parts for turbine engines, and selective electrochemical finishing solutions and equipment. The Company endeavors to plan and evaluate the operation of its businesses’ operationsbusinesses while taking into consideration certain factors including the following — (i) the projected build rate for commercial, business and military aircraft as well as the engines that power such aircraft, (ii) the projected maintenance, repair and overhaul schedules for commercial, business and military aircraft as well as the engines that power such aircraft, and (iii) anticipated exploration and production activities relative to oil and gas products, etc.
A. Results of Operations
NineThree Months Ended June 30,December 31, 2008 Compared with NineThree Months Ended June 30,December 31, 2007
Net sales from continuing operations in the first nine monthsquarter of fiscal 20082009 increased 18.3%2.1% to $76.5$23.5 million, compared with $64.7$23.1 million in the comparable period in fiscal 2007.2008. Income from continuing operations before income taxes in the first nine monthsquarter of fiscal 20082009 was $8.4$1.5 million, compared with $7.2$1.1 million in the comparable period in fiscal 2007.2008. Included in the $8.4$1.1 million of income from continuing operations before income taxes in the first nine monthsquarter of fiscal 2008 was expense of $0.5 million related to the business settlement of a product dispute that originated in fiscal 2007. Income (loss) from discontinued operations, net of tax, which includes both the industrial turbine repair business that was sold in the third quarter$0.1 million of fiscal 2007 and the large aerospace turbine repair business that was sold in fiscal 2006, was a loss of $0.2 million in the first nine months of fiscal 2008, compared with a $1.9 million loss in the comparable period in fiscal 2007. Included in the $0.2 million loss from discontinued operations in the first nine months of fiscal 2008 was a foreign currency loss of $0.5 million. Included in the $1.9 million loss from discontinued operations in the first nine months of fiscal 2007 was (i) grant income of $2.1 million and (ii) a loss of approximately $0.8 million from the divestiture in fiscal 2007 of a business and certain related assets, as explained more fully in Notes 5 and 9, respectively, to the Unaudited Condensed Consolidated Financial Statements.
Net income in the first nine monthsquarter of fiscal 2008 was $5.1 million,2009, compared with $4.6a loss of $0.1 million in the comparable period in fiscal 2007.2008. Net income in the first quarter of fiscal 2009 was $1.6 million, compared with $1.1 million in the comparable period in fiscal 2008.

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Aerospace Component Manufacturing Group (“ACM Group”)
Net sales in the first nine monthsquarter of fiscal 20082009 increased 21.3%2.6% to $54.0$16.2 million, compared with $44.5$15.8 million in the comparable period of fiscal 2007.2008. For purposes of the following discussion, the ACM Group considers aircraft that can accommodate less than 100 passengers to be small aircraft and those that can accommodate 100 or more passengers to be large aircraft. Net sales of airframe components for small aircraft increased $5.7$0.6 million to $29.2$8.7 million in the first nine monthsquarter of fiscal 2008,2009, compared with $23.5$8.1 million in the comparable period in fiscal 2007.2008. Net sales of turbine engine

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components for small aircraft, which consist primarily of business and regional jets as well as military transport and surveillance aircraft, increased $1.0$0.8 million to $14.0$5.1 million in the first nine monthsquarter of fiscal 2008,2009, compared with $13.0$4.3 million in the comparable period in fiscal 2007.2008. Net sales of airframe components for large aircraft increased $1.0decreased $0.7 million to $6.0$1.2 million in the first nine monthsquarter of fiscal 2008,2009, compared with $5.0$1.9 million in the comparable period in fiscal 2007.2008. Net sales of turbine engine components for large aircraft increased $1.3 million to $2.4were $0.7 million in the first nine monthsquarters of both fiscal 2008, compared with $1.1 million in the comparable period in fiscal 2007.2009 and 2008. Commercial product and non-product sales and other revenues were $2.4$0.5 million and $1.9$0.8 million in the first nine monthsquarters of fiscal 20082009 and 2007,2008, respectively.
The ACM Group’s airframe and turbine engine component products have both military and commercial applications. Net sales of airframe and turbine engine components that solely have military applications were $24.9$8.2 million in the first nine monthsquarter of fiscal 2008,2009, compared with $19.7$7.1 million in the comparable period in fiscal 2007.2008. This increase is attributable in part to increased military spending due to ongoing wartime demand such as for additional military helicopters and related replacement components.
The ACM Group’s selling, general and administrative expenses increaseddecreased $0.5 million to $1.0 million, to $3.8 million, or 7.0%6.2% of net sales, in the first nine monthsquarter of fiscal 2008,2009, compared with $2.8$1.5 million, or 6.4%9.6% of net sales, in the comparable period in fiscal 2007. The $1.02008. Included in the $1.5 million increase inof selling, general and administrative expenses in the first nine monthsquarter of fiscal 2008 was principally due tois a $0.6$0.5 million payment to a customer that (i) was made to achieve an amicable settlement related to a product dispute that originated in fiscal 2007, of which $0.1 million was expensed in fiscal 2007, and (ii) the Company agreed to make as a business gesture of good faith and cooperation without admission of liability. The remaining selling, general and administrative expenses in the first nine monthsquarters of fiscal 2009 and 2008 and 2007 were $3.3$1.0 million, or 6.1% of net sales,6.2% and $2.8 million, or 6.4% of net sales, respectively. In addition, variable selling expenses increased by $0.3 million in the first nine months of fiscal 2008, compared to the same period in fiscal 2007, principally due to the increase in net sales.
The ACM Group’s operating income in the first nine monthsquarter of fiscal 20082009 was $9.0$2.4 million, compared with $7.1$2.3 million in the comparable period in fiscal 2007.2008. Operating results improved principally due to (i) the positive impact on margins resulting from significantly higher production and sales volumesaforementioned $0.5 million settlement expense, (ii) an approximately three percentage point decrease in the first nine monthsACM Group’s total material cost of fiscal 2008, which allowed the ACM Group to leverage its fixed operating cost structure over more unitsgoods sold as a percentage of productionnet product sales, and sales. In addition, there was(iii) a $0.7$0.1 million reduction in the LIFO provision in the first nine monthsquarter of fiscal 2008,2009, compared to the same period in fiscal 2007.2008. These margin improvements were partially offset by the negative impact of (i) the aforementioned $0.5 million settlementhigher manufacturing labor and benefits expenses due to higher levels of employment, (ii) an increase in utilities expense, primarily natural gas, and (ii) higher variable labor costs recognized(iii) an increase in repairs and maintenance and manufacturing supply expenses in the first nine monthsquarter of fiscal 2008,2009, compared to the same period in fiscal 2007.2008.
The ACM Group’s backlog as of June 30,December 31, 2008 was $83.9$82.9 million, compared with $82.8$76.6 million as of September 30, 2007.2008. At June 30,December 31, 2008, $65.8$62.4 million of the total backlog was scheduled for delivery over the next twelve months and $18.1 million was scheduled for delivery beyond the next twelve months. All orders are subject to modification or cancellation by the customer with limited charges. It is important to note that the delivery lead times for certain raw materialmaterials (e.g. aerospace gradegrades of steel and titanium alloys) delivery lead timesalloy) have shortened,continued to shorten and the ACM Group believes that such lead time improvement may resultreduction has resulted in a fundamental shift in the ordering pattern of the ACM Group’sits customers. A potentiallikely consequence of such an ordering patterna shift may beis that customers willare not placeplacing orders as far in advance as they previously did, resultingwhich results in a potential reduction, relative to comparable prior year periods, in the ACM Group’s backlog. Accordingly, due to this and other factors, thesuch backlog mayreduction is not benecessarily completely indicative of actual sales demand expected for any succeeding period.
Turbine Component Services and Repair Group (“Repair Group”)
DuringNet sales in the first nine monthsquarter of fiscal 2008, net sales from continuing operations,2009, which consists principally of component repair services (including precision component machining and industrial coating) for small aerospace turbine engines, increased 19.5%decreased 7.4% to $11.2$3.5 million, compared with $9.4$3.8 million in the comparable fiscal 20072008 period.
During the first nine monthsquarter of fiscal 2008,2009, the Repair Group’s selling, general and administrative expenses from continuing operations were $1.0$0.3 million, or 8.5%9.9% of net sales, compared with $1.0$0.4 million, or 10.6%10.7% of net sales, in the comparable fiscal 20072008 period. IncludedThis $0.1 million decrease in selling, general and administrative expenses during the first nine monthsquarter of bothfiscal 2009, compared with the same period in fiscal 2008, and 2007 was $0.1 million of bad debt recoveries and, therefore, the remaining selling,due to a general and administrative expenses were $1.1 million, or 9.7% of net sales, and $1.1 million, or 11.5% of net sales, during such periods.reduction in spending in multiple areas.
The Repair Group’s operating results from continuing operations were essentially breakeven in the first nine monthsquarter of fiscal 20082009 was income of $0.2 million, compared with incomea loss of $0.4$0.1 million in the comparable fiscal 20072008 period. IncludedThe modest improvement in operating results is principally attributable to the non-recurrence of the startup costs that occurred in the breakeven operating results during the first nine monthsquarter of fiscal 2008 were (i) the aforementioned $0.1 million of bad debt recovery, (ii) $0.1 million of income from the sale of previously reserved inventory, and (iii) $0.1 million of income related to the renegotiation of a vendor obligation. Despite these favorable items, the reason that operating results did not improve with the higher volumes during the first nine months of fiscal 2008 is due principally to startup costs related to the production launch of a new component repair program and a change in product sales mix to less favorable margin products.program.

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The Repair Group’s backlog from continuing operations as of June 30,December 31, 2008 was $4.1$4.2 million, compared with $4.2$4.5 million as of September 30, 2007.2008. At June 30,December 31, 2008, $2.5 million of the total backlog was scheduled for delivery over the next twelve months. As disclosed in the Company’s form 8-K filed on January 20, 2009, the Company is exploring strategic alternatives for the Repair Group for the purpose of enhancing shareholder value. The Company will conduct an orderly and comprehensive review and evaluation of strategic alternatives available to it, including a divestiture of the Repair Group.
Applied Surface Concepts Group (“ASC Group”)
Net sales increased 4.5% to $11.3of the ASC Group were $3.8 million in the first quarter of fiscal 2009, compared with $10.8$3.4 million in the comparable fiscal 20072008 period. In the first nine monthsquarter of fiscal 2008,2009, product net sales, consisting of selective electrochemical metal finishing equipment and solutions, increased $0.4 million5.1% to $5.5$1.7 million, compared with $5.1$1.6 million in the same period in fiscal 2007.2008. In the first nine monthsquarter of fiscal 2008,2009, customized selective electrochemical metal finishing contract service net sales increased $0.1 million13.1% to $5.6$2.1 million, compared with $5.5$1.8 million in the same period in fiscal 2007.2008. A portion of the ASC Group’s business is conducted in Europe and is denominated in local European currencies, which have strengthenedweakened in relation to the USU.S. dollar resulting in a favorablean unfavorable currency impact on net sales in the first nine monthsquarter of fiscal 20082009 of approximately $0.3$0.2 million.
The ASC Group’s selling, general and administrative expenses decreased $0.2 million to $3.2were $1.1 million, or 28.1%29.6% of net sales, in the first nine monthsquarter of fiscal 2008,2009, compared with $3.4$1.0 million, or 31.7%30.1% of net sales in the comparable fiscal 20072008 period. The $0.2 million decrease in selling, general and administrative expenses in the first nine months of fiscal 2008 was principally due to a reduction in compensation and benefit related expenses attributable to certain open salaried support positions that have either been eliminated or, if not eliminated, have not yet been replaced.
The ASC Group’s operating income in the first nine monthsquarter of fiscal 20082009 was $1.0$0.3 million, compared with $0.9$0.1 million in the same period in fiscal 2007.2008. This $0.1$0.2 million increase in operating income is principally due to (i) decrease in selling, general and administrative expenses discussed abovethe positive impact on margins from increasing sales volumes while optimizing operating costs and (ii) improved operating margins duethe non-recurrence of the cost incurred in the first quarter of fiscal 2008 to higher sales. These gains were partially offset by (i) rising precious metals commodity costs that could not be fully passed onrelocate the ASC Group’s operation in the United Kingdom to customers and (ii) higher compensation expense due to the hiring of additional operations personnel.a single, larger facility.
The ASC Group’sApplied Surface Concepts Group backlog at June 30,December 31, 2008 was not material.
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and professional and other corporate expenses, were $1.6$0.4 million in the first nine monthsquarter of fiscal 2008,2009, compared with $1.2$0.5 million in the same period in fiscal 2007.2008. The $0.4$0.1 million increasedecrease in the first nine monthsquarter of fiscal 20082009 is principally due to an increasea decrease in legal and professional expenses relatedas compared to (i) the Company’s long-term strategic planning efforts, including its incentive compensation planning, (ii) its efforts required to achieve initial Sarbanes-Oxley compliancesame period in fiscal 2008, and (iii) professional tax consulting services.2008.
Other/General
Interest expense from continuing operations was a nominal in the first quarter of fiscal 2009 compared with $0.1 million in the first nine months of bothsame period in fiscal 2008 and 2007.2008. The following table sets forth the weighted average interest rates and weighted average outstanding balances under the Company’s revolving credit agreement in the first nine monthsquarter of fiscal years 20082009 and 2007.2008.
                 
  Weighted Average Weighted Average
  Interest Rate Outstanding Balance
  Nine Months Ended Nine Months Ended
  June 30, June 30,
  2008 2007 2008 2007
Revolving credit agreement  7.1%  8.8% $1.8 million $1.1 million
Three Months Ended June 30, 2008 Compared with Three Months Ended June 30, 2007
Net sales from continuing operations in the third quarter of fiscal 2008 increased 13.8% to $27.3 million, compared with $24.0 million in the comparable period in fiscal 2007. Income from continuing operations before income taxes in the third quarter of fiscal 2008 was $3.1 million, compared with $2.5 million in the comparable period in fiscal 2007. Income (loss) from discontinued operations, net of tax, which includes both the industrial turbine repair business that was sold in the third quarter of fiscal 2007 and the large aerospace turbine repair business that was sold in fiscal 2006, was income of $0.1 million in the third quarter of fiscal 2008, compared with a $1.5 million loss in the comparable period in fiscal 2007.

12


Net income in the third quarter of fiscal 2008 was $2.2 million, compared with $0.4 million in the comparable period in fiscal 2007.
Aerospace Component Manufacturing Group (“ACM Group”)
Net sales in the third quarter of fiscal 2008 increased 16.5% to $19.7 million, compared with $16.9 million in the comparable period of fiscal 2007. For purposes of the following discussion, the ACM Group considers aircraft that can accommodate less than 100 passengers to be small aircraft and those that can accommodate 100 or more passengers to be large aircraft. Net sales of airframe components for small aircraft increased $3.0 million to $12.2 million in the third quarter of fiscal 2008, compared with $9.2 million in the comparable period in fiscal 2007. Net sales of turbine engine components for small aircraft, which consist primarily of business and regional jets, as well as military transport and surveillance aircraft, decreased $1.1 million to $4.0 million in the third quarter of fiscal 2008, compared with $5.1 million in the comparable period in fiscal 2007. Net sales of airframe components for large aircraft increased $0.7 million to $2.3 million in the third quarter of fiscal 2008, compared with $1.6 million in the comparable period in fiscal 2007. Net sales of turbine engine components for large aircraft increased $0.2 million to $0.7 million in the third quarter of fiscal 2008, compared with $0.5 million in the comparable period in fiscal 2007. Commercial product sales and other revenues were $0.5 million in the third quarters of both fiscal 2008 and 2007.
The ACM Group’s airframe and turbine engine component products have both military and commercial applications. Net sales of airframe and turbine engine components that solely have military applications were $10.3 million in the third quarter of fiscal 2008, compared with $8.1 million in the comparable period in fiscal 2007. This increase is attributable in part to increased military spending due to ongoing wartime demand such as for additional military helicopters and related replacement components.
The ACM Group’s selling, general and administrative expenses increased $0.2 million to $1.2 million, or 5.9% of net sales, in the third quarter of fiscal 2008, compared with $1.0 million, or 6.0% of net sales, in the comparable period in fiscal 2007. The $0.2 million increase in selling, general and administrative expenses in the third quarter of fiscal 2008, compared with the same period in fiscal 2007, was principally due to a $0.1 million increase in variable selling expenses due to the increase in net sales.
The ACM Group’s operating income in the third quarter of fiscal 2008 was $3.4 million, compared with $2.6 million in the comparable period in fiscal 2007. Operating results improved principally due to the positive impact on margins resulting from significantly higher production and sales volumes in the third quarter of fiscal 2008, which allowed the ACM Group to leverage its fixed operating cost structure over more units of production and sales. In addition, there was a $0.3 million reduction in the LIFO provision in the third quarter of fiscal 2008 compared to the same period in fiscal 2007. These margin improvements were partially offset by the negative impact of higher variable labor and energy costs recognized in the third quarter of fiscal 2008, compared to the same period in fiscal 2007.
Turbine Component Services and Repair Group (“Repair Group”)
During the third quarters of both fiscal 2008 and 2007, net sales from continuing operations, which consists principally of component repair services (including precision component machining and industrial coating) for small aerospace turbine engines, were $3.6 million.
During the third quarters of both fiscal 2008 and 2007, the Repair Group’s selling, general and administrative expenses from continuing operations were $0.3 million, or 9.4% of net sales. Included in selling, general and administrative expenses during the third quarter of fiscal 2007 was $0.1 million of bad debt recoveries and, therefore, the remaining selling, general and administrative expenses were $0.4 million, or 11.9% of net sales, during such period.
The Repair Group’s operating results from continuing operations were essentially breakeven in the third quarter of fiscal 2008, compared with income of $0.4 million in the comparable fiscal 2007 period. Included in the operating results for the third quarter of fiscal 2007 were (i) the aforementioned $0.1 million of bad debt recoveries and (ii) $0.1 million of income related to the renegotiation of a vendor obligation. During the third quarter of fiscal 2008, operating costs were negatively impacted by the continuation of startup costs related to the production launch of a new component repair program.

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Applied Surface Concepts Group (“ASC Group”)
Net sales increased 12.9% to $3.9 million, compared with $3.5 million in the comparable fiscal 2007 period. In the third quarter of fiscal 2008, product net sales, consisting of selective electrochemical metal finishing equipment and solutions, increased $0.3 million to $2.0 million, compared with $1.7 million in the same period in fiscal 2007. In the third quarter of fiscal 2008, customized selective electrochemical metal finishing contract service net sales increased $0.2 million to $1.9 million, compared with $1.7 million in the same period in fiscal 2007. A portion of the ASC Group’s business is conducted in Europe and is denominated in local European currencies, which have strengthened in relation to the US dollar resulting in a favorable currency impact on net sales in the third quarter of fiscal 2008 of approximately $0.1 million.
The ASC Group’s selling, general and administrative expenses were $1.2 million, or 29.9% of net sales, in the third quarter of fiscal 2008, compared with $1.2 million, or 35.3% of net sales in the comparable fiscal 2007 period. Included in the $1.2 million of selling, general and administrative expenses in the third quarter of fiscal 2007 were $0.1 million of severance and related charges.
The ASC Group’s operating income in the third quarter of fiscal 2008 was $0.4 million, compared with $0.2 million in the same period in fiscal 2007. This $0.2 million increase in operating income is principally due to the aforementioned increase in net sales while holding selling, general and administrative expenses relatively constant.
Corporate Unallocated Expenses
Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and professional and other corporate expenses, were $0.6 million in the third quarters of both fiscal 2008 and 2007. A $0.3 million decrease in incentive compensation in the third quarter of fiscal 2008, compared with the same period in fiscal 2007, was offset by an increase in legal and professional expenses related to (i) the Company’s long-term strategic planning efforts, including its incentive compensation planning, (ii) its efforts required to achieve initial Sarbanes-Oxley compliance in fiscal 2008, and (iii) professional tax consulting services.
Other/General
Interest expense from continuing operations was nominal in the third quarters of both fiscal 2008 and 2007. The following table sets forth the weighted average interest rates and weighted average outstanding balances under the Company’s revolving credit agreement in the third quarters of fiscal years 2008 and 2007.
                 
  Weighted Average Weighted Average
  Interest Rate Outstanding Balance
  Three Months Ended Three Months Ended
  June 30, June 30,
  2008 2007 2008 2007
Revolving credit agreement  5.2%  8.8% $0.5 million $1.7 million
                 
  Weighted Average Weighted Average
  Interest Rate Outstanding Balance
  Three Months Ended Three Months Ended
  December 31, December 31,
  2008 2007 2008 2007
Revolving credit agreement     7.9%    $2.6 million
B. Liquidity and Capital Resources
Cash and cash equivalents increaseddecreased to $7.1$7.3 million at June 30,December 31, 2008 compared with $5.5from $10.4 million at September 30, 2007.2008. At present, $5.5December 31, 2008, $5.4 million of the Company’s cash and cash equivalents are in the possession of its non-U.S. subsidiaries. Distributions from the Company’s non-U.S. subsidiaries to the Company may be subject to statutory restriction, adverse tax consequences or other limitations.
The Company’s operating activities provided $5.5consumed $1.9 million of cash (of which $6.2$1.7 million was consumed by continuing operations) in the first quarter of fiscal 2009 compared with $0.9 million of cash provided by operating activities (of which $1.3 million was provided by continuing operations) in the first nine monthsquarter of fiscal 2008 compared with $4.52008.

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The $1.7 million of cash used by operating activities (of which $1.1 million was used for continuing operations) in the first nine months of fiscal 2007. The $6.2 million of cash providedconsumed by operating activities of continuing operations in first nine monthsquarter of fiscal 20082009 was primarily due to (i) income from continuing operations, before depreciation expense and deferred taxes, of $6.8$1.9 million and (ii) a $3.6$0.8 million decrease in inventory. These sources of cash wererefundable income taxes; offset by (i) a $2.0$0.8 million increase in accounts receivable, (ii) a $1.3$1.8 million decreaseincrease in other long-term liabilities,inventory, and (iii) a $0.9$1.8 million decrease in accounts payable and accrued liabilities. These changes in the components of working capital were due primarily to factors resulting from normal business conditions of the Company, including (i) the ACM Group’s response to the increased demand in its business as measured by its sales levels,expanded consignment inventory arrangements, (ii) the ACM Group’s efforts to improve the optimizationrelative timing of its inventory levels during such periods of increased demand, (iii) collections from customers as may be impacted by the current global economic climate, including the selective extension of payment terms, and (iv)(iii) the relative timing of payments to suppliers. Net cash provided by operating activities of continuing operations in the first nine months of fiscal 2008 reflects $1.4 million of contributions to defined benefit pension plans, compared with contributions to defined benefit pension plans of $0.6 million in the comparable period in fiscal 2007.suppliers and tax authorities.

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Capital expenditures, all of which were from continuing operations, were $1.8$1.0 million in the first nine monthsquarter of fiscal 20082009 compared with $1.2to $0.5 million (of which $1.1 million were from continuing operations) in the comparable fiscal 20072008 period. CapitalFiscal 2009 capital expenditures during the first nine months of fiscal 2008 consist of $1.0$0.8 million by the ACM Group $0.4 million by the ASC Group and $0.4$0.2 million by the Repair Group. The Company anticipates that total fiscal 20082009 capital expenditures willto be within the range of $2.0$3.0 to $3.0$4.0 million, of which $0.6$0.7 million has been committed as of June 30,December 31, 2008.
At June 30,December 31, 2008, the Company has an $8.0 million revolving credit agreement with a bank, subject to sufficiency of collateral, which expires on JulyOctober 1, 20092010 and bears interest at the bank’s base rate.rate plus 0.50%. The interest rate was 5.00%3.25% at June 30,December 31, 2008. A 0.35% commitment fee is incurred on the unused balance of the revolving credit agreement. At June 30,December 31, 2008, no amount was outstanding and the Company had $7.9 million available under its $8.0 million revolving credit agreement. The Company’s revolving credit agreement is secured by substantially all of the Company’s assets located in the U.S. and a guarantee by its U.S. subsidiaries.
Under its revolving credit agreement with the bank, the Company is subject to certain customary covenants. These include, without limitation, covenants (as defined) that require maintenance of certain specified financial ratios, including a minimum tangible net worth level and a minimum EBITDA level. The Company was in compliance with all applicableof the covenants at June 30, 2008.
In February 2008, the Company entered into an agreement with its bank to (i) increase the maximum availability underin its revolving credit agreement from $6.0 million to $8.0 million, (ii) reduce the interest rate from the bank’s base rate plus 0.50% to the bank’s base rate flat, (iii) reduce the commitment fee on the unused balance of the revolving credit agreement from 0.38% to 0.35%, (iv) revise its financial covenants and (v) extend the maturity date of its revolving credit agreement from October 1, 2008 to July 1, 2009.at December 31, 2008.
The Company believes that cash flows from its operations together with existing cash reserves and the funds available under its revolving credit agreement will be sufficient to meet its working capital requirements through the end of fiscal year 2008.
C. Impact of Recently Issued Accounting Pronouncements
In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 161 (“SFAS No. 161”), “Disclosure about Derivative Instruments and Hedging Activities —an amendment of SFAS No. 133”. The objective of this Statement is to enhance disclosures about an entity’s derivative and hedging activities and thereby improve the transparency of financial reporting. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company currently has no hedging arrangements in place.
In December 2007, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 110. This guidance continues to allow companies, in certain circumstances, to utilize a simplified method in determining the expected term of stock option grants when calculating the compensation expense to be recorded under Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment”. The simplified method can be used after December 31, 2007 only if a company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term. Because the Company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term, the Company will continue use the simplified method in determining the expected term of the stock options granted to date.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require expanded disclosure related to the ownership interests in subsidiaries held by parties other than the parent. Such ownership interest(s) should be clearly identified, labeled, and presented in the consolidated financial statement and should provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This Statement applies to all for-profit entities that prepare consolidated financial statements, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Because the Company has no current non-controlling ownership in any of its subsidiaries, this statement will not impact the Company.

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In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS No. 141R), “Business Combinations”. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity (the acquirer) provides in its financial reports about a business combination and its effects. To accomplish that, this Statement establishes principles and requirements for how the acquirer (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies to all transactions or other events in which an entity obtains control of one or more businesses. This Statement applies to all business entities, but does not apply to (i) the formation of a joint venture, (ii) the acquisition of an asset or a group of assets that does not constitute a business, (iii) a combination between entities or businesses under common control, or (iv) a combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In the ordinary course of business, the Company is subject to foreign currency and interest rate risk. The risks primarily relate to the sale of the Company’s products and services in transactions denominated in non-U.S. dollar currencies;currencies (the euro, pound sterling and Swedish krona); the payment in local currency of wages and other costs related to the Company’s non-U.S. operations; and changes in interest rates on the Company’s long-term debt obligations. The Company does not hold or issue financial instruments for trading purposes.
The Company believes that inflation has not materially affected its results of operations during the first nine months of fiscal 2008, and does not expect inflation to be a significant factor in the balance of fiscal 2008.
A. Foreign Currency Risk
The U.S. dollar is the functional currency for all of the Company’s U.S. operations. For these operations, all gains and losses from completed currency transactions are included in income currently. For the Company’s non-U.S. subsidiaries, the functional currency is the local currency. Assets and liabilities are translated into U.S. dollars at the rate of exchange at the end of the period, and revenues and expenses are translated using average rates of exchange for the reporting period.exchange. Foreign currency translation adjustments are reported as a component of accumulated other comprehensive loss in the consolidated condensed financial statements.loss.
Historically, the Company has been able to mitigate the impact of foreign currency risk by means of hedging such risk through the use of foreign currency exchange contracts, which typically expireexpired within one year. However, such risk is mitigated only for the periods for which the Company has foreign currency exchange contracts in effect, and only to the extent of the U.S. dollar amounts of such contracts. At June 30,December 31, 2008, the Company had no forward exchange contracts outstanding. The Company will continue to evaluate its foreign currency risk, if any, and the effectiveness of using similar hedges in the future to mitigate such risk.

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At June 30,December 31, 2008, the Company’s assets and liabilities denominated in pounds sterling, the euro, and the Swedish krona were as follows (amounts in thousands):
            
             Swedish
 Pounds Swedish Pounds Sterling Euro krona
 Sterling Euro Krona 
Cash and cash equivalents 32 207  1,186 27  334 1,534 
Accounts receivable 164 571 906  152  566 1,045 
Accounts payable and accrued liabilities 149 431 2,678  144  419 2,666 
B. Interest Rate Risk
The Company’s primary interest rate risk exposure results from the variable interest rate mechanisms associated with the Company’s revolving credit agreement. If interest rates were to increase 100 basis points (1%) from June 30,December 31, 2008, and assuming no changes in the amount outstanding under the revolving credit agreement, the additionalannual interest expense to the Company would be nominal.nominally impacted.

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Item 4. Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosedAs defined in its reports filed or submittedRule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), disclosure controls and procedures are controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms,on a timely basis, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure. The Company’s disclosure controls and procedures include components of the Company’s internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The
Management of the Company, carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chairman and Chief Executive Officer of the Company and Chief Financial Officer, of the Company,carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of June 30,December 31, 2008 (the “Evaluation Date”). Based upon that evaluation, the Chairman and Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) were not effective in timely alerting them to material information relatingdue solely to the Company (including its consolidated subsidiaries) required to be includedmaterial weakness in the Company’s periodic SEC filings. Managementinternal control over financial reporting as a result of the following:
Missing and/or ineffective controls were noted in the area of the Company’s management information systems related principally to (i) logical access/security, (ii) program change management and (iii) segregation of duties. While none of the individual deficiencies noted in these areas appear to rise to the level of a material weakness, based on the nature and interrelationship of the noted deficiencies, management believes that such deficiencies, when considered in the aggregate, do create a reasonable possibility that a material misstatement to the Company’s financial statements could occur and not be detected in a timely manner and, therefore, a material weakness in internal controls over financial reporting does exist as of December 31, 2008.
The noted material weakness in the effectiveness of the Company’s internal controls with respect to its existing management information system were not all remediated as of December 31, 2008 because Company management believes that (i) the relevant risk associated with not remediating such controls at this time is not deemed to be “high” and (ii) the cost/benefit analysis does not justify remediating such controls at this time given the fact that the Company is in the process of selecting a new management information system (to be implemented during the next 18-24 months) and plans to incorporate the remediation of a majority of the deficiencies noted above as part of the new management information system. In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, notwithstanding the existence of the material weakness described above, management has concluded that the unaudited consolidated condensed financial statements included in this Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented.

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There has beenwas no significant change in the Company’sour internal control over financial reporting that occurred during the secondfirst fiscal quarter ended June 30,December 31, 2008 that has materially affected, or that is reasonably likely to materially affect the Company’sour internal control over financial reporting.
Part II.Other Information
Item 1. Legal Proceedings
No change
Item 2. Change in Securities and Use of Proceeds
No change
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. (a) Exhibits
The following exhibits are filed with this report or are incorporated herby reference to a prior filing in accordance with Rule 12b-32 under the Securities and Exchange Act of 1934 (Asterisk denotes exhibits filed with this report.).
   
Exhibit
No. Description
3.1 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 reference
   
3.2 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 reference

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Exhibit
No.Description
4.1 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 reference
   
4.2 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 reference
   
4.3 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 reference
   
4.4 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 reference

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Exhibit No.Description
4.5 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 reference
   
4.6 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 reference
   
4.7 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 reference
   
4.8 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
   
4.9 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 reference
   
4.10 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 reference
   
4.11 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 reference
   
4.12 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 reference
   
4.13 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 reference

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Exhibit
No.Description
4.14 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 reference
   
4.15 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 reference
   
4.16 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 reference
   
4.17 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 reference
   
4.18 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 reference

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Exhibit No.Description
4.19 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 reference
   
4.20 Amendment No. 19 to Amended and Restated Credit Agreement dated February 8, 2008 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.20 to the Company’s Form 10-Q dated MarchDecember 31, 2007 and incorporated herein by reference
4.21Amendment No. 20 to Amended and Restated Credit Agreement dated December 12, 2008 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.21 to the Company’s Form 10-K dated September 30, 2008 and incorporated herein by reference
   
9.1 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 reference
   
10.2 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 reference
   
10.3 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 reference
   
10.4 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-Q10-Q/A dated December 31, 2000, and incorporated herein by reference
   
10.5 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-Q10-Q/A dated December 31, 2000, and incorporated herein by reference
   
10.6 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 reference
   
10.1010.7 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
   
10.1110.8 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 reference

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Exhibit
No.Description
10.12Separation 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 reference
10.1310.10 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 reference
   
10.1410.11 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 reference
   
10.1510.12 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 reference
   
10.1610.13 SIFCO Industries, Inc. 2007 Long-TermLong-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 reference

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Exhibit No.Description
14.1 Code of Ethics, filesfiled 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)
   
* 32.132 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
* 32.2Certification ofand Chief Financial Officer pursuant to 18 U.S.C. Section 1350

2017


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
SIFCO Industries, Inc.
(Registrant)
Date: August 11, 2008/s/ Jeffrey P. Gotschall
     
 SIFCO Industries, Inc.
(Registrant)
 
 
Date: February 13, 2009 /s/ Jeffrey P. Gotschall  
 Jeffrey P. Gotschall 
Chairman of the Board and
Chief Executive Officer 
 
   
Date: February 13, 2009 Chairman of the Board and/s/ Frank A. Cappello   
 Chief Executive OfficerFrank A. Cappello  
 
Date: August 11, 2008/s/ Frank A. CappelloVice President-Finance and
Chief Financial Officer
(Principal Financial Officer) 
 
 
Frank A. Cappello
Vice President-Finance and
Chief Financial Officer
(Principal Financial Officer)

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