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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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 definition of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of the Registrant’s Common Shares outstanding at ~~June 30,~~December 31, 2011 was ~~5,275,757.~~5,290,328.


	Three Months Ended June 30,						Nine Months Ended June 30,
	2011			2010			2011			2010			Three Months Ended December 31,
													2011			2010
Net sales	$	28,875		$	19,481		$	77,075		$	60,669		$	28,510		$	21,396
Operating expenses:
Cost of goods sold		22,075			15,188			58,374			46,204			22,045			16,421
Selling, general and administrative expenses		3,423			2,932			9,917			8,675			3,969			3,176
Amortization of intangible assets		587			0			1,329			0			815			57


Total operating expenses		26,085			18,120			69,620			54,879			26,829			19,654


Operating income		2,790			1,361			7,455			5,790			1,681			1,742

Interest income		(5	)		(13	)		(38	)		(36	)		(7	)		(22	)
Interest expense		24			16			88			49			94			20
Foreign currency exchange (gain) loss, net		10			(32	)		19			(48	)		(22	)		4
Other income, net		(118	)		(117	)		(352	)		(352	)		(117	)		(117	)


Income before income tax provision		2,879			1,507			7,738			6,177			1,733			1,857

Income tax provision		815			523			2,473			2,176			547			651


Net income	$	2,064		$	984		$	5,265		$	4,001		$	1,186		$	1,206


Net income per share
Basic	$	0.39		$	0.18		$	1.00		$	0.75		$	0.22		$	0.23
Diluted	$	0.39		$	0.18		$	0.99		$	0.75		$	0.22		$	0.23

Weighted-average number of common shares (basic)		5,286			5,322			5,274			5,309			5,299			5,259
Weighted-average number of common shares (diluted)		5,331			5,362			5,313			5,355			5,325			5,290


	June 30, 2011			September 30, 2010			December 31, 2011			September 30, 2011
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,512		$	18,671		$	6,784		$	6,431
Short-term investments		0			3,020
Receivables, net		18,829			17,182			20,850			20,739
Inventories, net		10,026			6,272			17,069			10,239
Refundable income taxes		261			692			19			281
Deferred income taxes		1,502			1,502			1,378			1,500
Prepaid expenses and other current assets		629			627			1,040			468


Total current assets		37,759			47,966			47,140			39,658

Property, plant and equipment, net		27,713			20,749			32,193			27,558

Intangible assets, net		9,094			0			16,791			8,506
Goodwill		3,493			0			6,830			3,493
Other assets		996			935			916			796


Total assets	$	79,055		$	69,650		$	103,870		$	80,011


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	57		$	108		$	2,002		$	30
Accounts payable		10,197			7,939			8,239			9,778
Accrued liabilities		3,722			4,287			3,426			4,626


Total current liabilities		13,976			12,334			13,667			14,434

Long-term debt, net of current maturities		2,177			35			24,702			1,186
Deferred income taxes		2,402			2,359			2,004			2,233
Other long-term liabilities		6,302			6,883			8,551			8,749

Shareholders’ equity:
Serial preferred shares, no par value, authorized 1,000 shares		0			0			0			0
Common shares, par value $1 per share, authorized 10,000 shares; issued shares – 5,335 at June 30, 2011 and 5,325 at September 30, 2010; outstanding shares – 5,286 at June 30, 2011 and 5,258 at September 30, 2010		5,335			5,325
Common shares, par value $1 per share, authorized 10,000 shares; issued shares – 5,334 at December 31, 2011 and 5,335 at September 30, 2011; outstanding shares – 5,299 at December 31, 2011 and September 30, 2011								5,334			5,335
Additional paid-in capital		7,104			6,983			7,254			7,032
Retained earnings		52,998			47,733			55,308			54,122
Accumulated other comprehensive loss		(10,626	)		(11,310	)		(12,590	)		(12,702	)
Unearned compensation – restricted common shares		(101	)		0
Common shares held in treasury at cost, 49 shares at June 30, 2011 and 66 shares at September 30, 2010		(512	)		(692	)
Common shares held in treasury at cost, 35 shares at December 31, 2011 and 36 shares at September 30, 2011								(360	)		(378	)


Total shareholders’ equity		54,198			48,039			54,946			53,409


Total liabilities and shareholders’ equity	$	79,055		$	69,650		$	103,870		$	80,011


	Nine Months Ended June 30,						Three Months Ended December 31,
	2011			2010			2011			2010
Cash flows from operating activities:
Net income	$	5,265		$	4,001		$	1,186		$	1,206
Adjustments to reconcile net income to net cash provided by operating activities of operations:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,065			1,383			1,660			620
LIFO provision		401			270			159			42
Share transactions under employee stock plans		210			277
Share transactions under company stock plan								239			54
Other		(82	)		(5	)		(54	)		(6	)
Changes in operating assets and liabilities:
Receivables		(334	)		3,288			3,662			1,085
Inventories		(1,303	)		(190	)		(3,175	)		678
Refundable income taxes		431			885			262			572
Prepaid expenses and other current assets								(374	)		(126	)
Accounts payable		624			469			(1,883	)		(1,640	)
Accrued liabilities		31			375			(203	)		(379	)
Other		77			(121	)		(187	)		(53	)


Net cash provided by operating activities		8,385			10,632			1,292			2,053

Cash flows from investing activities:
Acquisition of business		(22,566	)		0			(24,809	)		(22,674	)
Maturity of short-term investments		3,000			0
Capital expenditures		(2,422	)		(4,963	)		(526	)		(630	)
Other		76			40


Net cash used for investing activities		(21,912	)		(4,923	)		(25,335	)		(23,304	)

Cash flows from financing activities:
Proceeds from term note								10,000			0
Repayments of term note								(500	)		0
Proceeds from revolving credit agreement		22,997			0			25,886			11,674
Repayments of revolving credit agreement		(20,821	)		0			(12,270	)		0
Proceeds from other debt								2,400			0
Dividends paid		(789	)		(529	)		(1,060	)		(789	)
Repurchase of common shares		0			(125	)
Other		(85	)		(81	)		(28	)		(28	)


Net cash provided by (used for) financing activities		1,302			(735	)
Net cash provided by financing activities								24,428			10,857


Increase (decrease) in cash and cash equivalents		(12,225	)		4,974			385			(10,394	)
Cash and cash equivalents at the beginning of the period		18,671			19,875			6,431			18,671
Effect of exchange rate changes on cash and cash equivalents		66			(135	)		(32	)		(12	)


Cash and cash equivalents at the end of the period	$	6,512		$	24,714		$	6,784		$	8,265


Supplemental disclosure of cash flow information of continuing operations:

Cash paid for interest	$	(44	)	$	(39	)	$	(87	)	$	(13	)
Cash paid for income taxes, net		(1,731	)		(628	)		(115	)		(63	)

The accompanying unaudited consolidated condensed financial statements 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 and its Irish subsidiary. For these operations, all gains and losses from completed currency transactions are included in income currently. For the Company’s other 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 unaudited consolidated condensed financial statements.

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 ~~2010~~2011 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 may have been reclassified in order to conform to current period classifications.

The Company’s net income per basic share has been computed based on the weighted-average number of common shares outstanding. Net income per diluted share reflects the effect of the Company’s outstanding stock options under the treasury stock method. The dilutive effect of the Company’s stock options was 26,000 and 31,000 shares for the three months ended December 31, 2011 and 2010, respectively. However, during periods when operating losses may occur, outstanding stock options would not be included in the calculation of net loss per diluted share because such inclusion would be anti-dilutive.

The Company uses an interest rate swap agreement to reduce risk related to variable-rate debt, which is subject to changes in market rates of interest. The interest rate swap is designated as a cash flow hedge. At December 31, 2011, the Company held one interest rate swap agreement with a notional amount of $9,500. Cash flows related to the interest rate swap agreement are included in interest expense. The Company’s interest rate swap agreement and its variable-rate term debt are based upon LIBOR. During the first quarter of fiscal year 2012, the Company’s interest rate swap agreement qualified as a fully effective cash flow hedge against the Company’s variable-rate term note interest risk. The following table reports the effects of the mark-to-market valuation of the Company’s interest rate swap agreement for the three months ended December 31, 2011:


	June 30, 2011		September 30, 2010		December 31, 2011		September 30, 2011

Raw materials and supplies	$	3,572	$	1,846	$	5,451	$	4,216
Work-in-process		3,352		2,624		6,915		3,194
Finished goods		3,102		1,802		4,703		2,829


Total inventories	$	10,026	$	6,272	$	17,069	$	10,239

Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) method for ~~55%~~48% and ~~58%~~54% of the Company’s inventories at ~~June 30,~~December 31, 2011 and September 30, ~~2010,~~2011, 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 ~~$7,896~~$8,132 and ~~$7,495~~$7,974 higher than reported at ~~June 30,~~December 31, 2011 and September 30, 2011, respectively.

The Company’s intangible assets by major asset class subject to amortization consist of:

Included in the intangible assets at December 31, 2011 are intangible assets acquired in connection with the purchase of the forging business and substantially all related operating assets from GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) on October 28, 2011, as discussed more fully in Note 11. These acquired intangible assets consist of:

The amortization expense on identifiable intangible assets for the three months ended December 31, 2011 and 2010 was $815 and $57, respectively. Amortization expense associated with the identified intangible assets is expected to be as follows:

The Company’s goodwill is not being amortized, but is subject to an annual impairment test. All of the goodwill is expected to be deductible for tax purposes. Changes in the net carrying amount of goodwill were as follows:

In ~~December 2010,~~October 2011, the Company entered into an amendment to its existing credit agreement (the “Credit Agreement Amendment”) with its bank increasing the maximum borrowing amount from $30.0 million to $40.0 million, of which $10.0 million is a ~~new~~five (5) year term loan and $30.0 million is a five (5) year revolving ~~credit agreement (the “Credit Agreement”) with a bank in the maximum amount of $30.0 million,~~loan, secured by substantially all the assets of the Company and its U.S. subsidiaries and a pledge of 65% of the stock of its non-U.S. subsidiaries. The term loan is repayable in quarterly installments of $0.5 million starting December 1, 2011.

The term loan has a Libor-based variable interest rate that was 2.3% at December 31, 2011 and which becomes an effective fixed rate of 2.9% after giving effect to an interest rate swap agreement. Borrowing under the ~~Credit Agreement (i)~~revolving loan bears interest at a rate equal to Libor plus 0.75% to 1.75%, ~~with such~~which percentage ~~being~~fluctuates based on the Company’s leverage ratio ~~- measured as the ratio~~ of outstanding indebtedness to ~~EBITDA, (ii) is subject to a commitment fee ranging from 0.10% to 0.25% on the unused balance and (iii) is~~EBITDA. The loans are subject to certain customary financial covenants including, without limitation, covenants that require the Company to not exceed a maximum leverage ratio and to maintain a minimum fixed charge coverage ratio. ~~At June 30, 2011,~~There is also a commitment fee ranging from 0.10% to 0.25% to be incurred on the ~~interest rate was a Libor based rate, as defined in the Credit Agreement, plus 0.75%, or 1.25%. In December 2010, the Company also cancelled its then existing $8.0 million revolving credit facility.~~unused balance. The Company was in compliance with all applicable loan covenants as of ~~June 30,~~December 31, 2011.

In connection with the acquisition of the QAF business, as discussed more fully in Note 11, the Company issued a non-interest bearing promissory note to the seller, which note is payable by the Company in November, 2013.

In the past, the Company received grants from certain government entities as an incentive to invest in facilities, research and employees. Remaining grants, principally capital in nature, are amortized into income over the estimated useful lives of the related assets. The unamortized portion of deferred grant revenue recorded in other long-term liabilities at ~~June 30,~~December 31, 2011 and September 30, ~~2010~~2011 was ~~$407~~$354 and ~~$401,~~$375, respectively. The Company’s grants are denominated primarily 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.

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 is used in providing for income taxes on a year-to-date basis. The Company’s ~~projected~~ effective tax rate through the first ~~nine~~three months of fiscal ~~2011~~2012 is 32%, compared to 35% for the same period in fiscal ~~2010,~~2011, and differs from the U.S. federal statutory rate due primarily to (i) the impact of U.S. state and local income taxes, (ii) a domestic production activities deduction, (iii) application of tax credits and (iv) the recognition of U.S. federal income taxes on undistributed earnings of non-U.S. subsidiaries. The income tax provision consists of the following:


	Three Months Ended June 30,					Nine Months Ended June 30,					Three Months Ended December 31,
	2011			2010		2011			2010		2011			2010

Current income tax provision:
U.S. federal	$	598		$	404	$	1,937		$	1,812	$	427		$	538
U.S. state and local		136			70		333			283		74			75
Non-U.S		96			11		211			59		68			43

Total current tax provision		830			485		2,481			2,154		569			656

Deferred income tax provision (benefit):
U.S. federal		(13	)		38		(4	)		22		(16	)		(4	)
Non-U.S		(2	)		0		(4	)		0		(6	)		(1	)

Total deferred tax provision		(15	)		38		(8	)		22		(22	)		(5	)


Income tax provision	$	815		$	523	$	2,473		$	2,176	$	547		$	651

The Company is subject to ~~U.S. federal income taxes and to~~ income taxes in the U.S. federal jurisdiction, and various ~~states~~state, local and ~~foreign~~non-U.S. 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~~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 prior to ~~2002.~~2006.

At ~~June 30,~~December 31, 2011 and September 30, ~~2010,~~2011, the Company recorded liabilities of ~~$123~~$94 and ~~$63,~~$96, respectively, for uncertain tax positions and any related interest and penalties. The Company classifies any interest and penalties related to uncertain tax positions in income tax expense. A summary of activity related to the Company’s uncertain tax positions is as follows:

The Company and certain of its subsidiaries sponsor defined benefit pension plans covering most of its employees. The components of net periodic benefit cost of the Company’s defined benefit plans are as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,						Three Months Ended December 31,
	2011			2010			2011			2010			2011			2010

Service cost	$	68		$	67		$	204		$	226		$	71		$	81
Interest cost		265			260			795			787			247			264
Expected return on plan assets		(364	)		(351	)		(1,092	)		(1,058	)		(351	)		(348	)
Amortization of prior service cost		29			35			87			106			12			29
Amortization of net loss		171			132			513			403			210			175


Net periodic benefit cost	$	169		$	143		$	507		$	464		$	189		$	201

Through ~~June 30,~~December 31, 2011, the Company has made contributions in the amount of ~~$504~~$202 to its defined benefit pension plans and, in addition, has used carryover balance credits in the amount of $248 to reduce the amount of additional contributions that would otherwise have been required. The Company has carryover balances from previous periods that may be available for use as a credit to reduce the amount of contributions that the Company is required to make to certain of its defined benefit pension plans during the balance of fiscal 2011.plans. The Company anticipates making ~~$253~~$972 of additional contributions to fund its defined benefit pension plans during the balance of fiscal ~~2011.~~2012.

~~The~~In previous periods, 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. All options awarded under both plans are fully vested as of ~~June 30,~~December 31, 2011.

As of ~~June 30,~~December 31, 2011, there was no unrecognized compensation cost related to the stock options granted under either the 1995 or 1998 Plans.

The Company has awarded performance and restricted shares under its shareholder approved 2007 Long-Term Incentive Plan (“2007 Plan”). The aggregate number of shares that may be awarded under the 2007 Plan is 600,000 less any shares previously awarded and subject to an adjustment for the forfeiture of any unissued shares. In addition, shares that may be awarded are subject to individual recipient 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.

The performance shares that have been awarded under 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 period up to three years following the making of such award. The ultimate number of common shares of the Company that may be earned pursuant to an award ranges from a minimum of no shares to a maximum of 150% of the initial target number of performance shares awarded, depending on the level of the Company’s achievement of its financial performance objectives.

With respect to such performance shares, compensation expense is being accrued at (i) ~~approximately 80%~~100% of the target levels for recipients of the performance shares awarded during fiscal ~~2011,~~2012, (ii) 100% of the target levels for recipients of the performance shares awarded during fiscal ~~2010~~2011 and (iii) ~~0% to~~ approximately ~~50%~~140% of the target levels for recipients of the performance shares awarded during fiscal ~~2009.~~2010. 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 such value was recorded as unearned compensation. The vesting of such shares is determined at the end of the performance period.

During fiscal 2011, the Company awarded restricted shares to certain of its directors. The restricted shares were valued at the closing market price of the Company’s common shares on the date of grant, and such value was recorded as unearned compensation. The unearned compensation is being amortized ratably over the restricted stock vesting period of one (1) year.

If all outstanding share awards are ultimately earned and issued at the target number of shares, then at ~~June 30,~~December 31, 2011 there are ~~439,350~~approximately 429,800 shares that remain available for award. If any of the outstanding share awards are ultimately earned and issued at greater than the target number of shares, up to a maximum of 150% of such target, then a fewer number of shares would be available for award.

Compensation expense related to all performance and restricted shares awarded under the 2007 Plan was ~~$340~~$238 and ~~$201~~$54 during the first ~~nine~~three months of fiscal ~~2011~~2012 and ~~2010,~~2011, respectively. As of ~~June 30,~~December 31, 2011, there was ~~$937~~$1,610 of total unrecognized compensation cost related to the performance and restricted shares awarded under the 2007 Plan. The Company expects to recognize this cost over the next ~~2.3~~2.8 years.

The following is a summary of activity related to the target number of shares awarded and the actual number of shares earned under the 2007 Plan:

The Company identifies reportable segments based upon distinct products manufactured and services performed. The ~~Aerospace Component Manufacturing~~Forged Components Group (“Forge Group”) consists of the production, heat-treatment, surface-treatment, non-destructive testing and some machining of both conventional and precision forged components in various steel, titanium and ~~titanium~~aluminum alloys utilizing a variety of processes for application principally in the aerospace and power generation industries. The Turbine Component Services and Repair

Group ~~consist~~(“Repair Group”) consists primarily of the repair and remanufacture of small aerospace and industrial turbine engine ~~components. The Repair Group~~components, and is also involved in providing precision component machining and industrial coating of turbine engine components. The Applied Surface Concepts Group ~~develops, manufactures and sells~~(“ASC Group”) is a provider of specialized selective plating ~~products~~processes and ~~provides~~services used to apply metal coatings to a selective ~~plating contract services for lower volume repair, refurbishment and OEM applications.~~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:~~Company:

As a result of the acquisition of T&W Forge, as discussed more fully in note 10, the Company has a new customer that accounted for 12% of the Company’s consolidated net sales during the first nine months of fiscal 2011.

On October 28, 2011, through its wholly-owned subsidiary, Forge Acquisition, LLC – now known as Quality Aluminum Forge, LLC (“QAF”), the Company completed the purchase of the forging business and substantially all related operating assets from GEL Industries, Inc. (DBA Quality Aluminum Forge). The forging business is operated in QAF’s Orange and Long Beach, California facilities, all of which are leased. The purchase price for the forging business and related operating assets was approximately $24.8 million payable in cash, subject to certain adjustments related principally to the delivered working capital level and/or indemnification holdback provisions under the purchase agreement. In addition, the Company has assumed certain current operating liabilities of the forging business.

The QAF purchase transaction is accounted for under the purchase method of accounting. The Company has not yet completed the purchase accounting related to the QAF acquisition. The final purchase price allocation will be allocated to the assets acquired and liabilities assumed based upon their fair values when appraisals, other studies and additional information become available.

The preliminary allocation of the purchase price and the estimated goodwill and intangible assets, all of which belong to the Forge Group, are as follows:

On December 10, 2010, through its wholly-owned subsidiary, TWF Acquisition, LLC – now known as T&W Forge, LLC (“~~T&W Forge”~~TWF”), the Company completed the purchase of the forging business and substantially all related operating assets from T&W Forge, Inc. (“~~TWF”~~T&W Forge”). ~~T&W Forge~~TWF operates in ~~TWF’s~~T&W Forge’s Alliance, Ohio facility under a long-term ~~below market~~ lease arrangement, with an option to purchase the facility at a nominal price. ~~T&W Forge engages in the production and sale of certain metal products and services produced primarily to the specific design requirements of its customers.~~ The ~~products include various forged components used principally in the power generation market. The purchase price for the business and related assets of~~ TWF ~~was approximately $22.6 million, after certain adjustments related principally to the final working capital level. In addition, T&W Forge assumed certain current operating liabilities of TWF.~~

~~The~~ purchase transaction is accounted for under the purchase method of accounting. ~~The allocation of the purchase price including amounts attributed to goodwill and intangible assets, all of which belong to the ACM Group, are as follows:~~

The above fair values of assets acquired and liabilities assumed, as initially reported, were based upon appraisals, other studies and additional information available at the time of the acquisition of TWF. Measurement period adjustments reflect new information obtained about facts and circumstances that existed as of the acquisition date. The Company believes that such information provided a reasonable basis for determining the fair values of the assets acquired and liabilities assumed.

The Company’s goodwill is not being amortized, but is subject to an annual impairment test. All of the goodwill is expected to be deductible for tax purposes. The following represents the Company’s intangible assets by major asset class as of June 30, 2011, all of which are a result of the acquisition of TWF:

~~Amortization expense associated with the indentified intangible assets is expected to be as follows:~~

The results of operation of ~~T&W Forge~~QAF and TWF from ~~the date~~their respective dates of acquisition are included in the Company’s unaudited consolidated condensed statements of ~~operation~~operations and are reported in the ~~ACM~~Forge Group. The following unaudited pro forma information presents a summary of the results of operations for the Company including ~~T&W Forge~~QAF and TWF as if the ~~acquisition~~acquisitions had occurred on October 1, ~~2009:~~


	Three Months Ended June 30,		Nine Months Ended June 30,				Three Months Ended December 31,
	2010		2011		2010		2011		2010

Net sales	$	23,808	$	80,249	$	72,851	$	30,023	$	28,706
Net income		1,286		6,377		4,454		1,454		1,552
Net income per share (basic)		0.24		1.21		0.84		0.27		0.30
Net income per share (diluted)		0.24		1.20		0.83		0.27		0.29

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 in general, and on the demand for product in the aerospace and power generation industries in particular, of the global economic outlook, including the availability of capital and liquidity from banks and other providers of credit; (2) future business environment, including capital and consumer spending; (3) competitive factors, including the ability to replace business which may be lost; (4) successful development of turbine component repair processes and/or procurement of new repair process licenses from turbine engine manufacturers and/or the Federal Aviation Administration; (5) metals and commodities price increases and the Company’s ability to recover such price increases; (6) successful development and market introduction of new products and services (7) continued reliance on consumer acceptance of regional and business aircraft powered by more fuel efficient turboprop engines; (8) continued reliance on military spending, in general, and/or several major customers, in particular, for revenues; (9) the impact on future contributions to the Company’s defined benefit pension plans due to changes in actuarial assumptions, government regulations and the market value of plan assets; (10) stable governments, business conditions, laws, regulations and taxes in economies where business is conducted and (11) the ability to successfully integrate ~~into the Company’s operations,~~ businesses that may be ~~acquired.~~acquired into the Company’s operations.

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 both conventional and precision forging, heat-treating, coating, welding, precision component machining and selective plating. The products include conventional and precision forged components, machined forged components, other machined metal components, remanufactured component parts for turbine engines, and selective plating solutions and equipment. The Company’s operations are conducted in three business segments: (1) Forged Components Group, (2) Turbine Component Services and Repair Group, and (3) Applied Surface Concepts Group. The Company endeavors to plan and evaluate ~~the operation of~~ its ~~businesses~~businesses’ operations 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 build rate for industrial gas turbine engines, (iii) the projected maintenance, repair and overhaul schedules for commercial, business and military aircraft as well as the engines that power such aircraft, and ~~(iii)~~(iv) anticipated exploration and production activities relative to oil and gas products, etc.

~~Nine~~Three Months Ended ~~June 30,~~December 31, 2011 compared with ~~Nine~~Three Months Ended ~~June 30,~~December 31, 2010

Net sales in the first ~~nine months~~quarter of fiscal ~~2011~~2012 increased ~~27.0%~~33.2% to ~~$77.1~~$28.5 million, compared with ~~$60.7~~$21.4 million in the comparable period in fiscal ~~2010.~~2011. Net income in the first ~~nine months~~quarters of both fiscal 2012 and fiscal 2011 was ~~$5.3 million, compared with $4.0 million in the comparable period in fiscal 2010.~~$1.2 million. On ~~December 10, 2010, through its wholly-owned subsidiary, T&W Forge,~~October 28, 2011, the Company completed the purchase of the forging business and substantially all related operating assets ~~from TWF.~~of QAF.

~~Aerospace Component Manufacturing~~Forged Components Group (“~~ACM~~Forge Group”)

The ~~ACM~~Forge Group consists of the production, heat-treatment, surface-treatment, non-destructive testing, and machining of both conventional and precision forged components in various steel, titanium and aluminum alloys utilizing a variety of processes for application principally in the aerospace and power generation industries. The Forge Group’s results for the first ~~nine months~~quarter of fiscal 2012 include the results of QAF from the date of its acquisition. The Forge Group’s results for the first quarter of fiscal 2011 include the results of ~~T&W Forge~~TWF from the date of its acquisition. Net sales in the first ~~nine months~~quarter of fiscal ~~2011~~2012 increased ~~31.6%~~44.6% to ~~$59.5~~$22.7 million, compared with ~~$45.2~~$15.7 million in the comparable period of fiscal 2010. 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.~~2011. The ~~ACM~~Forge Group produces ~~various turbine engine~~forged components for (i) turbine engines that power ~~generation units and for both large and small aircraft such as~~ commercial, business and regional aircraft as well as military ~~fighter,~~ transport and surveillance ~~aircraft. Turbine engine components are also produced~~aircraft; (ii) airframe applications for a variety of aircraft; (iii) armored military ~~vehicles powered by small~~vehicles; (iv) industrial gas turbine ~~engines.~~engines for power generation units; and (v) other commercial applications. Net sales comparative information for the first ~~nine months~~quarter of fiscal ~~2011~~2012 and ~~2010,~~2011, respectively, is as follows:

The increase in net sales of ~~small turbine engine~~forged components for fixed wing aircraft during the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with the comparable period in fiscal 2010, is primarily attributable to increased demand for spare components for turbine engines that power small aircraft. The decrease in net sales of airframe components for small aircraft, compared with the comparable period in fiscal 2010,2011, is principally due to ~~a decrease in~~ the ~~sales volumes~~impact of ~~such components to customers. Such volume declines were caused by continuing overall weak global economic conditions that resulted in reduced build rates~~the acquisition of ~~smaller commercial aircraft~~QAF during the ~~current~~first quarter of fiscal ~~year.~~2012. The increase in net sales of engine components for power generation units ~~and commercial products~~ is due ~~primarily~~ to the impact of the ~~recent~~ acquisition of ~~TWF.~~TWF during the first quarter of fiscal 2011. Net sales of aerospace components for rotorcraft decreased in the first quarter of fiscal 2012 principally due to the reduced sales volumes to one customer that was in the process of adjusting its inventory levels of certain components.

The ~~ACM~~Forge Group’s ~~airframe and turbine engine component products~~aerospace components have both military and commercial applications. Net sales of such components that solely have military applications were ~~$23.1~~$7.8 million in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with ~~$24.2~~$7.6 million in the comparable period in fiscal ~~2010. This decrease is primarily attributable to a decline in the sales volume of components associated with several military programs. Ongoing wartime demand, such as~~2011. Demand for additional military helicopters and related replacement components isare the primary driver of ~~net~~ sales demand of ~~the~~ components that ~~have~~are for military applications.

The ~~ACM~~Forge Group’s selling, general and administrative expenses increased ~~$1.7~~$1.3 million to ~~$4.6~~$2.4 million, or ~~7.7%~~10.4% of net sales, in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with ~~$2.9~~$1.1 million, or ~~6.4%~~7.1% of net sales, in the comparable period in fiscal ~~2010.~~2011. The increase in selling, general and administrative expenses is principally due to (i) ~~$1.3~~a $0.8 million increase in amortization of intangible assets related to the ~~acquisition~~acquisitions of TWF and QAF, and (ii) ~~increased depreciation~~the impact of the acquisitions of TWF and ~~consulting costs related to~~QAF on relative spending levels. The Forge Group’s selling, general and administrative expenses in the ~~recently implemented company-wide management information system and (iii)~~first quarter of fiscal ~~2010 having been favorably impacted by~~2012, before the ~~recovery~~impact of ~~previously reserved accounts receivable.~~the $0.8 million increase in amortization of intangible assets, was $1.6 million, or 7.1% of net sales.

The ~~ACM~~Forge Group’s operating income increased ~~$1.3~~$0.1 million to ~~$8.6~~$2.2 million in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with ~~$7.2~~$2.1 million in the comparable period in fiscal ~~2010.~~2011. The following is a comparison of operating income on both a LIFO and FIFO basis:


(Dollars in millions)	Nine Months Ended June 30,				Increase (Decrease)		Three Months Ended December 31,				Increase (Decrease)
Operating Income	2011		2010		Increase (Decrease)		2011		2010		Increase (Decrease)

Operating income	$	8.6	$	7.2	$	1.4	$	2.2	$	2.1	$	0.1
LIFO expense		0.4		0.3		0.1		0.2		0.1		0.1


Operating income without LIFO expense	$	9.0	$	7.5	$	1.5	$	2.4	$	2.2	$	0.2

Operating income in the first ~~nine months~~quarter of fiscal ~~2011~~2012 was favorably impacted by the additional product sales volumes that resulted principally from the ~~acquisition~~acquisitions of TWF and QAF, which was partially offset by (i) higher raw material costs—the raw material component of manufacturing costs was approximately 40.9% of net sales, compared with 39.5% of net sales in the comparable period in fiscal 2010 due primarily to product mix and (ii) the negative impact of the aforementioned ~~$1.3~~$0.8 million increase in the amortization of intangible ~~assets.~~assets, (ii) $0.2 million recognition of the cost of the inventory fair value write-up related to the acquisition of QAF and (iii) higher labor, outside work and overhead costs principally related to the mix of product sold – a higher concentration of products sales with a higher value-added content in the first quarter of fiscal 2012, compared with the same period in fiscal 2011.

The following changes in the components of the ~~ACM~~Forge Group’s manufacturing expenditures in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, a significant portion of which was due to the ~~acquisition~~acquisitions of both TWF and QAF, compared with the same period in fiscal ~~2010,~~2011, also impacted operating income:


(Dollars in millions)	Nine Months Ended June 30,				Increase (Decrease)		Three Months Ended December 31,				Increase (Decrease)
Manufacturing expenditures	2011		2010		Increase (Decrease)		2011		2010		Increase (Decrease)

Overhead:
Utilities	$	3.3	$	2.6		0.7	$	1.1	$	0.9		0.2
Repairs, maintenance and supplies		2.5		1.9		0.6		1.1		0.8		0.3
Depreciation		1.1		0.8		0.3		0.6		0.3		0.3
Tooling		1.8		0.9		0.9		0.7		0.4		0.3

Manufacturing costs in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with the same period in fiscal ~~2010, were negatively impacted by~~2011, increased due to (i) an increase in manufacturing expenditures required to support the additional product sales volume ~~resulting from the acquisition of TWF,~~and (ii) an increase in ~~water consumption,~~depreciation expense, both of which were primarily attributable to the acquisitions of TWF and QAF. These higher costs were partially offset by a decrease in the cost of natural ~~gas; (iii) an increase~~gas in ~~depreciation expense primarily due to assets acquired from TWF and (iv) an increase~~the first quarter of fiscal 2012, compared with the same period in ~~expenditures for tooling.~~fiscal 2011.

The ~~ACM~~Forge Group’s backlog as of ~~June 30,~~December 31, 2011 was ~~$93.2~~$110.3 million, of which $90.9 million was scheduled for delivery over the next twelve months, compared with ~~$71.2~~$92.2 million as of September 30, ~~2010. At June 30,~~ 2011, ~~$73.5~~of which $74.3 million ~~of the total backlog~~ was scheduled for delivery over the next twelve months. ~~$17.6~~. $15.8 million of the ~~ACM~~Forge Group’s backlog as of ~~June 30,~~December 31, 2011 is attributable to ~~T&W Forge.~~the impact of the recently acquired QAF business. All orders are subject to modification or cancellation by the customer with limited charges. Delivery lead times for certain raw materials (e.g. aerospace grades of ~~steel and titanium alloy) continue~~steel) have continued to lengthen due to increased demand and the ~~ACM~~Forge Group believes that such lead time increase may ultimately result in a fundamental shift in the ordering pattern of its customers. The ~~ACM~~Forge Group believes that a likely ~~consequence~~result of such a shift is that customers may ~~be placing~~place orders further in advance than they ~~more recently~~previously did, which may result in an increase, relative to comparable prior year periods, in the ~~ACM~~Forge Group’s backlog. Accordingly, such backlog increase, to the extent it may occur, is not necessarily indicative of actual sales expected for any succeeding period.

Net sales in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, which consists principally of component repair services (including precision component machining and industrial ~~coating)~~coatings) for small aerospace turbine engines, ~~increased 6.8%~~decreased 15.1% to ~~$7.0~~$2.0 million, compared with ~~$6.6~~$2.4 million in the comparable fiscal ~~2010~~2011 period.

During the first ~~nine months~~quarter of fiscal ~~2011,~~2012, the Repair Group’s selling, general and administrative expenses were ~~$1.0~~$0.4 million, or ~~14.5%~~18.0% of net sales, compared with ~~$0.9~~$0.4 million, or ~~14.0%~~14.3% of net sales, in the comparable fiscal ~~2010~~2011 period.

The Repair Group’s operating income ~~increased $0.1~~decreased $0.2 million to a loss of $0.1 million in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with ~~essentially breakeven results~~income of $0.1 million in the comparable period in fiscal ~~2010. The modest operating results~~2011. Operating income in ~~both periods~~the first quarter of fiscal 2012 was ~~principally attributable to relatively low~~negatively impacted by the lower product sales ~~volume levels~~volumes in relation to the fixed portion of the Repair Group’s operating cost structure.

The Repair Group’s backlog ~~as of June 30, 2011~~ was ~~$2.0 million, compared with $3.1~~$1.2 million as of both December 31, 2011 and September 30, ~~2010.~~2011. At ~~June 30,~~December 31, 2011, ~~$1.1~~$0.3 million of the total backlog was scheduled for delivery over the next twelve months.

Net sales in the first ~~nine months~~quarter of fiscal ~~2011~~2012 increased ~~18.8%~~14.5% to ~~$10.6~~$3.8 million, compared with ~~$8.9~~$3.3 million in the comparable fiscal ~~2010~~2011 period. For purposes of the following discussion, (i) product net sales consist of selective plating equipment and solutions and (ii) contract service net sales consist of customized selective plating services. Net sales comparative information for the first ~~nine months~~quarter of fiscal ~~2011~~2012 and ~~2010,~~2011, respectively, is as follows:


(Dollars in millions)	Nine Months Ended June 30,				Increase (Decrease)		Three Months Ended December 31,				Increase (Decrease)
Net Sales	2011		2010		Increase (Decrease)		2011		2010		Increase (Decrease)

Product	$	4.8	$	4.5	$	0.3	$	1.9	$	1.8	$	0.1
Contract service		5.6		4.3		1.3		1.8		1.5		0.3
Other		0.2		0.1		0.1		0.1		0.0		0.1


Total	$	10.6	$	8.9	$	1.7	$	3.8	$	3.3	$	0.5

The increase in product net sales in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with the same period in fiscal ~~2010,~~2011, is attributed to an increase in net sales volumes of ~~existing products,~~selective plating equipment, as well as certain recently launched new ~~products launched in fiscal 2011, to both new and existing customers.~~products. The increase in contract service net sales in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with the same period in fiscal ~~2010,~~2011, is attributed to an increase in the volume of ~~such~~ sales to ~~both new and existing~~ customers ~~due to an increased emphasis on contract service sales and improvements~~ in the ~~global economy, including the~~power generation and oil and gas ~~industry.~~industries. A portion of the ASC Group’s business is conducted in Europe and is denominated in local European ~~currencies, which have recently strengthened~~currencies. Fluctuations in ~~relation to~~currency exchange rates during the ~~U.S. dollar, resulting~~first quarter fiscal 2012, compared with the same period in fiscal 2011, had a ~~favorable currency~~nominal impact on net ~~sales in the first nine months of fiscal 2011 of approximately $0.2 million.~~sales.

The ASC Group’s selling, general and administrative expenses were ~~$3.6~~$1.3 million, or 35.2% of net sales, in the first quarter of fiscal 2012, compared with $1.1 million, or 34.0% of net sales in the ~~first nine months of~~comparable fiscal 2011 ~~compared with $3.4 million, or 37.7% of net sales in the comparable fiscal 2010~~ period, due primarily to an increase in sales promotion efforts and the filling of an open sales position.

The ASC Group’s operating income in the first ~~nine months~~quarter of fiscal ~~2011~~2012 was ~~$0.9~~$0.4 million, compared with ~~$0.1~~$0.2 million in the same period in fiscal ~~2010.~~2011. This improvement in operating income is principally due to (i) the favorable impact on margins from increased sales ~~volumes~~volumes; (ii) lower material cost as a percentage of net sales due principally to product mix and ~~(ii)~~(iii) the achievement of certain efficiencies resulting in reduced labor costs that occurred in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared to the same period in fiscal ~~2010. This was partially offset by higher material cost as a percentage of net sales due to product mix.~~2011.

The ASC Group’s backlog as of ~~June 30,~~December 31, 2011 was not material, which is consistent with the nature of ~~this~~its business.

Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and professional and other expenses that are not related to and, therefore, not allocated to the business segments, were ~~$2.1~~$0.7 million in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared with ~~$1.5~~$0.6 million in the same period in fiscal ~~2010~~2011, due to ~~(i) $0.3 million~~ higher ~~legal and professional expenses primarily resulting from costs associated with the acquisition~~(net) general spending in a number of ~~TWF, (ii) $0.1 million higher compensation and~~corporate related ~~benefits costs and (iii) a $0.1 million increase in corporate governance related costs resulting from a restructuring~~areas, none of ~~director compensation.~~which is individually significant.

Interest expense was $0.1 million in the first ~~nine months~~quarter of fiscal ~~2011,~~2012, compared to a nominal amount in the same period in fiscal 2010. As described more fully in note 4 to the unaudited condensed consolidated financial statements, the Company entered into a new $30.0 million revolving credit agreement with its bank in the first quarter of fiscal 2011. In connection with the ~~December 2010~~October 2011 acquisition of ~~TWF,~~the QAF business, the Company borrowed ~~$11.7~~$12.4 million from its revolving credit agreement ~~which amount has been reduced~~and $10.0 million on a term note, and issued a $2.4 million promissory note to ~~$2.2 million at June 30, 2011.~~the seller of the QAF business. The following table sets forth the weighted average interest rates and weighted average outstanding ~~balance on~~balances under the ~~revolving credit~~Company’s debt agreement from the date of acquisition of TWF through June 30, 2011 was approximately $6.7 million, with an effective interest rate of 1.35% plus a 0.15% commitment fee expense on the unused balance of the revolving credit agreement.

~~Other income, net consists principally of $0.3 million of rental income earned from the lease of the Cork, Ireland facility.~~

~~Three Months Ended June 30, 2011 compared with Three Months Ended June 30, 2010~~

~~Net sales~~ in the third quarter of fiscal 2011 increased 48.2% to $28.9 million, compared with $19.5 million in the comparable period in fiscal 2010. Net income in the third quarter of fiscal 2011 was $2.1 million, compared with $1.0 million in the comparable period in fiscal 2010. On December 10, 2010, through its wholly-owned subsidiary, T&W Forge, the Company completed the purchase of the forging business and substantially all related operating assets from TWF.

The ACM Group’s results for the third quarter of fiscal year 2011 include the results of T&W Forge. Net sales in the third quarter of fiscal 2011 increased 61.6% to $23.1 million, compared with $14.3 million in the comparable period of fiscal 2010. 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. The ACM Group produces various turbine engine components for power generation units and for both large and small aircraft such as commercial, business and regional aircraft, as well as military fighter, transport and surveillance aircraft. Turbine engine components are also produced for armored military vehicles powered by small turbine engines. Net sales comparative information for the third quarter of fiscal 2011 and 2010, respectively, is as follows:

The increase in net sales of airframe components for small aircraft, during the third quarter of fiscal 2011, compared with the comparable period in fiscal 2010, is principally due to an increase in the sales volumes of such components to customers. The increase in net sales of small turbine engine components during the third quarter of fiscal 2011, compared with the comparable period in fiscal 2010, is primarily attributable to increased demand for spare components for turbine engines that power small aircraft. The increase in net sales of engine components for power generation units and commercial products is due primarily to the impact of the recent acquisition of TWF.

The ACM Group’s airframe and turbine engine component products have both military and commercial applications. Net sales of such components that solely have military applications were $7.9 million in the third quarter of fiscal 2011, compared with $6.9 million in the comparable period in fiscal 2010. This increase is primarily attributable to an increase in the sales volume of components associated with several military programs. Ongoing wartime demand, such as for additional military helicopters and related replacement components, is the primary driver of net sales of the components that have military applications.

The ACM Group’s selling, general and administrative expenses increased $0.7 million to $1.7 million, or 7.5% of net sales, in the third quarter of fiscal 2011, compared with $1.0 million, or 6.9% of net sales, in the comparable period in fiscal 2010. The increase in selling, general and administrative expenses is principally due to (i) $0.6 million amortization of intangible assets related to the acquisition of TWF, (ii) increased depreciation and consulting costs related to the recently implemented company-wide management information system and (iii) higher variable selling expenses as a result of sales mix.

The ACM Group’s operating income increased $1.5 million to $3.3 million in the third quarter of fiscal 2011, compared with $1.8 million in the comparable period in fiscal 2010. The following is a comparison of operating income on both a LIFO and FIFO basis:

Operating income was favorably impacted in the third quarter of fiscal 2011 by the additional product sales volumes that resulted principally from the acquisition of TWF, which was partially offset by (i) higher raw material costs – the raw material component of manufacturing costs was approximately 44.1% of net sales, compared with 41.9% of net sales in the

~~comparable period in fiscal 2010 due primarily to product mix and (ii) the negative impact of the aforementioned $0.6 million amortization of intangible assets.~~

The following changes in the components of the ACM Group’s manufacturing expenditures in the third quarter of fiscal 2011, a portion of which was due to the acquisition of TWF, compared with the same period in fiscal 2010, also impacted operating income:

Manufacturing costs in the third quarter of fiscal 2011, compared with the same period in fiscal 2010, were negatively impacted by (i) an increase in manufacturing expenditures required to support the additional product sales volumes resulting from the acquisition of TWF and (ii) an increase in expenditures for tooling.

~~Net sales in the third quarter~~first quarters of both fiscal ~~years 2011~~2012 and 2010, which consists principally of component repair services (including precision component machining and industrial coating) for small aerospace turbine engines, remained relatively consistent at 2.0 million.

During the third quarter of fiscal 2011, the Repair Group’s selling, general and administrative expenses were $0.3 million, or 14.3% of net sales, compared with $0.3 million, or 15.2% of net sales, in the comparable fiscal 2010 period.

The Repair Group’s operating income in the third quarter of both fiscal years 2011 and 2010 were essentially breakeven. The breakeven operating results in both periods were principally attributable to relatively low sales volume levels in relation to the fixed portion of the Repair Group’s operating cost structure.

Net sales in the third quarter of fiscal 2011 increased 17.3% to $3.7 million, compared with $3.2 million in the comparable fiscal 2010 period. For purposes of the following discussion, (i) product net sales consist of selective plating equipment and solutions and (ii) contract service net sales consist of customized selective plating services. Net sales comparative information for the third quarter of fiscal 2011 and 2010, respectively, is as follows:2011:

The increase in product net sales in the third quarter of fiscal 2011, compared with the same period in fiscal 2010, is principally attributable to increased net sales volumes of existing products resulting from the improvement in the global economy as well as sales of new products introduced in fiscal 2011. Contract service net sales also improved in the third quarter of fiscal 2011, compared with the same period in fiscal 2010, due to an increase in the volume of such sales to both new and existing customers. A portion of the ASC Group’s business is conducted in Europe and is denominated in local European currencies, which have recently strengthened in relation to the U.S. dollar, resulting in a favorable currency impact on net sales in the third quarter of fiscal 2011 of approximately $0.2 million.

The ASC Group’s selling, general and administrative expenses were $1.3 million, or 34.5% of net sales, in the third quarter of fiscal 2011, compared with $1.1 million, or 36.2% of net sales in the comparable fiscal 2010 period, due primarily to an increase in sales promotion efforts and the filling of an open sales position.

The ASC Group’s operating income in the third quarter of fiscal 2011 was $0.3 million, compared with $0.1 million in the same period in fiscal 2010. This improvement in operating income is principally due to (i) the favorable impact on margins from increased sales volumes and (ii) the achievement of certain efficiencies resulting in reduced labor costs in the third quarter of fiscal 2011, compared to the same period in fiscal 2010.

Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and professional and other expenses that are not related to and, therefore, not allocated to the business segments, were $0.8 million in the third quarter of fiscal 2011, compared with $0.5 million in the same period in fiscal 2010 principally due to (i) $0.1 million higher legal and professional expenses and (ii) $0.1 million higher consulting expenses related to the Company’s management information system.

~~Interest expense was nominal in the third quarter of both fiscal 2011 and 2010.~~

Other income, net consists principally of $0.1 million of rental income earned from the lease of the Cork, Ireland facility.

Cash and cash equivalents ~~decreased $12.2~~increased $0.4 million to ~~$6.5~~$6.8 million at ~~June 30,~~December 31, 2011 from ~~$18.7~~$6.4 million at September 30, ~~2010. Short-term investments decreased $3.0 million to zero at June 30, 2011 from $3.0 million at September 30, 2010.~~2011. At ~~June 30,~~December 31, 2011, essentially all of the $6.8 million of the Company’s cash and cash equivalents were 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 ~~$8.4~~$1.3 million of cash in the first ~~nine months~~quarter of fiscal ~~2011~~2012 compared with ~~$10.6~~$2.1 million of cash provided by operating activities in the first ~~nine months~~quarter of fiscal ~~2010.~~2011. The ~~$8.4~~$1.3 million of cash provided by operating activities in the first ~~nine months~~quarter of fiscal ~~2011~~2012 was primarily due to (i) net income of ~~$5.3 million,~~$1.2 million; (ii) ~~$3.6~~$2.0 million from the impact of such non-cash items as depreciation and amortization expense, deferred taxes, equity based compensation expense and LIFO expense; (iii) a ~~$0.6~~$3.7 million ~~increase~~decrease in accounts ~~payable~~receivable and (iv) a ~~$0.4~~$0.3 million reduction in refundable income taxes. These items were partially offset by (i) a ~~$1.3~~$3.2 million increase in inventories and (ii) a ~~$0.3~~$2.0 million ~~increase~~decrease in accounts ~~receivable.~~payable and accrued liabilities. These changes in the components of working capital do not take into consideration the impact of the opening balance sheet related to the acquisition of ~~TWF~~QAF and were due primarily to factors resulting from normal business conditions of the Company, including (i) to support growth in business, (ii) the relative timing of collections from customers and ~~(ii)~~(iii) the relative timing of payments to suppliers and tax authorities.

Capital expenditures were ~~$2.4~~$0.5 million in the first ~~nine months~~quarter of fiscal ~~2011~~2012 compared with ~~$5.0~~$0.6 million in the comparable fiscal ~~2010~~2011 period. Capital expenditures during the first ~~nine months~~quarter of fiscal ~~2011~~2012 consist of ~~$2.0~~$0.4 million by the ~~ACM~~Forge Group and ~~$0.2~~$0.1 million by ~~each of~~ the ~~ASC Group and~~ Repair Group. In addition to the ~~$2.4~~$0.5 million expended during the first ~~nine months~~quarter of fiscal ~~2011, $0.4~~2012, $0.6 million has been committed as of ~~June 30,~~December 31, 2011. The Company anticipates that total fiscal ~~2011~~2012 capital expenditures will be within the range of $3.0 to ~~$3.5~~$4.5 million and will relate principally to the expansion of the ~~ACM~~Forge Group’s production capabilities.

As described more fully in note 1011 to the unaudited consolidated condensed financial statements, the Company acquired a forging business in ~~December 2010~~October 2011 for approximately ~~$22.7~~$24.8 million at closing. The acquisition was financed by ~~using $11.0~~borrowing approximately $22.4 million from its bank, which borrowing consisted of ~~the Company’s cash reserves~~a new $10.0 million term loan and ~~borrowing $11.7~~drawing approximately $12.4 million from its revolving credit facility. The balance of the acquisition was financed by the Company issuing a $2.4 million promissory note to the seller.

In ~~December 2010, SIFCO~~October 2011, the Company entered into an amendment to its existing credit agreement (the “Credit Agreement Amendment”) with its bank increasing the maximum borrowing amount from $30.0 million to $40.0 million, of which $10.0 million is a ~~new~~five (5) year term loan and $30.0 million is a five (5) year revolving ~~credit agreement (the “Credit Agreement”) with a bank for a maximum amount of $30.0 million,~~loan, secured by substantially all the assets of the Company and its U.S. subsidiaries and a pledge of 65% of the stock of its non-U.S. subsidiaries. The term loan is repayable in quarterly installments of $0.5 million starting December 1, 2011.

The term loan has a variable interest rate based on Libor, which becomes an effective fixed rate of 2.9% after giving effect to an interest rate swap agreement. Borrowing under the ~~Credit Agreement (i)~~revolving loan bears interest at a rate equal to Libor plus 0.75% to 1.75%, ~~with such~~which percentage ~~being~~fluctuates based on the Company’s leverage ~~ratio—measured as the~~ ratio of outstanding indebtedness to ~~EBITDA, (ii) is subject to a commitment fee ranging from 0.10% to 0.25% on the unused balance and (iii) is~~EBITDA. The

bank loans are subject to certain customary financial covenants including, without limitation, covenants that require the Company to not exceed a maximum leverage ratio and to maintain a minimum fixed charge coverage ratio. ~~At June 30, 2011,~~There is also a commitment fee ranging from 0.10% to 0.25% to be incurred on the ~~interest rate was a Libor based rate, as defined~~unused balance. The promissory note issued to the seller is non-interest bearing and is due in ~~the credit agreement, plus 0.75%, or 1.25%. In December 2010, the Company also cancelled its then existing $8.0 million revolving credit facility. The~~November of 2013.The Company was in compliance with all applicable loan covenants as of ~~June 30,~~December 31, 2011.

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 ~~2011.~~2012.

In ~~June~~December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) ~~No. 2011-05,~~2011-12,Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05, and as a result entities are required to ~~improve the comparability~~continue to report reclassifications out of financial reporting and to facilitate the convergence of U.S. generally accepted accounting principles (“GAAP”) and international financial reporting standards (“IFRS”). The ASU amends the guidance in FASB Accounting Standards Codification (“ASC”) 220,~~Comprehensive Income,~~~~by eliminating the option to present components of~~accumulated other comprehensive income in the statement of stockholders’ equity. The new guidance (i) requires entities to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements and (ii) provides entitiesconsistent with the ~~option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either~~presentation requirements in ~~a single continuous statement of comprehensive income or in two separate but consecutive statements.~~effect before ASU 2011-05. This update is effective for public companies with fiscal years beginning after December 15, 2011. The Company does not expect the adoption of this guidance to have a material impact on its consolidated ~~statements and disclosures.~~

~~In December 2010, the FASB issued ASU No. 2010-29,~~~~Disclosure of Supplementary Pro Forma Information for Business Combinations – a consensus of the FASB Emerging Issues Task Force,~~~~to amend~~~~FASB Accounting Standards Codification~~ ~~(“ASC”) 805,~~~~Business Combinations~~, regarding how public entities disclose supplemental pro forma information for business combinations that occur during the current year. Under the amended guidance, a public entity that presents comparative financial statements must disclose the revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the prior annual reporting period and it also requires public entities to provide a description of the nature and amount of any material, nonrecurring pro forma adjustments directly attributable to business combination(s) that are included in the reported pro forma revenue and earnings. This update is effective prospectively for 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, 2010. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and disclosures.

In December 2010, the FASB issued ASU No. 2010-28, which will impact all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in this ASU modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This update is effective for fiscal years and interim periods within those years, beginning after December 15, 2010. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and disclosures.

As defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow 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.

Management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, 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, 2011 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective. Accordingly, management has concluded that the unaudited consolidated condensed financial statements 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.

During the ~~nine month~~first quarter period ended ~~June 30,~~December 31, 2011, the following occurred:

On ~~December 10, 2010,~~October 28, 2011, the Company acquired the forging business and related assets from ~~T&W Forge,~~GEL Industries, Inc., which operated under its own ~~sets~~set of systems and internal controls. The Company is maintaining those systems and much of the internal control environment until such time that it is able to incorporate the acquired processes into the Company’s own control environment. The Company expects to be substantially complete with the incorporation of the acquired operations, as they relate to systems and internal controls, into its ~~systems and~~ control environment during fiscal ~~2011.~~2012.

There were no other changes to the Company’s internal controls over financial reporting during the quarter ended ~~June 30,~~December 31, 2011, which would be expected to have a material effect on financial reporting.

The following exhibits are filed with this report or are incorporated herein by 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.).

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.


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)


Interest rate swap agreement market adjustment	$	(72	)
Tax effect of interest rate swap agreement market adjustment		27


Net interest rate swap agreement market adjustment	$	(45	)


December 31, 2011	Estimated Useful Life		Original Cost		Accumulated Amortization		Net Book Value

Intangible assets:
Trade name		10 years	$	1,900	$	112	$	1,788
Non-compete agreement		5 years		1,300		132		1,168
Below market lease		5 years		900		190		710
Customer relationships		10 years		13,200		825		12,375
Order backlog		1 year		2,200		1,450		750
Transition services agreement		< 1 year		23		23		0


Total intangible assets			$	19,523	$	2,732	$	16,791


September 30, 2011	Estimated Useful Life		Original Cost		Accumulated Amortization		Net Book Value

Intangible assets:
Trade name		10 years	$	900	$	73	$	827
Non-compete agreement		5 years		500		81		419
Below market lease		5 years		900		145		755
Customer relationships		10 years		6,800		548		6,252
Order backlog		1 year		1,300		1,047		253
Transition services agreement		< 1 year		23		23		0


Total intangible assets			$	10,423	$	1,917	$	8,506


	Amortization Expense

Fiscal year 2012	$	2,952
Fiscal year 2013		2,025
Fiscal year 2014		1,950
Fiscal year 2015		1,950
Fiscal year 2016		1,724


Balance at September 30, 2011	$	3,493
Goodwill acquired during the year		3,337

Balance at December 31, 2011	$	6,830


	June 30, 2011			September 30, 2010

Foreign currency translation adjustment	$	(5,640	)	$	(5,725	)
Net pension liability adjustment, net of tax		(4,986	)		(5,585	)


Total accumulated other comprehensive loss	$	(10,626	)	$	(11,310	)


	December 31, 2011			September 30, 2011

Foreign currency translation adjustment, net of tax	$	(5,815	)	$	(5,770	)
Net retirement plan liability adjustment, net of tax		(6,730	)		(6,932	)
Interest rate swap agreement adjustment, net of tax		(45	)		0


Total accumulated other comprehensive loss	$	(12,590	)	$	(12,702	)


	December 31, 2011		September 30, 2011

Revolving credit agreement	$	14,800	$	1,184
Term loan		9,500		0
Promissory note		2,400		0
Capital lease obligations		0		28
Other		3		4

		26,703		1,216
Less – current maturities		2,001		30

Total long-term debt	$	24,702	$	1,186


Balance at September 30, 2010	$	63
Increase due to tax positions taken in the current years		24
Increase due to tax positions taken in prior years		36


Balance at June 30, 2011	$	123


Balance at September 30, 2011	$	96
Interest adjustment		(2	)


Balance at December 31, 2011	$	94


	Number of Share Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

September 30, 2010		60,000	$	4.33
Options exercised		0	$	0.00


June 30, 2011		60,000	$	4.33		2.3	$	721


Vested at June 30, 2011		60,000	$	4.33		2.3	$	721
Exercisable at June 30, 2011		60,000	$	4.33		2.3	$	721


	Number of Shares			Weighted Average Fair Value at Date of Grant

Outstanding at September 30, 2010		107,200		$	10.72
Restricted shares awarded		10,680			16.30
Performance shares awarded		52,600			16.25
Performance shares earned (2008 award)		(24,900	)		10.94
Performance shares not earned (2008 award)		(10,100	)		10.94


Outstanding at June 30, 2011		135,480		$	13.25


	Number of Shares			Weighted Average Fair Value at Date of Grant

Outstanding at September 30, 2011		135,480		$	13.25
Restricted shares earned (2011 award)		(1,780	)		16.30
Performance shares awarded		38,500			18.84
Performance shares earned (2009 award)		(8,938	)		5.99
Performance shares not earned (2009 award)		(29,062	)		5.99


Outstanding at December 31, 2011		134,200		$	16.87


	October 28, 2011

Assets acquired:
Accounts receivable	$	3,801
Inventory		3,823
Property and equipment		4,965
Intangible assets		9,100
Goodwill		3,337
Other		200

		25,226
Liabilities assumed:
Accounts payable and accrued liabilities		417

Total purchase price	$	24,809


	December 10, 2010 (As Initially Reported)		Measurement Period Adjustments			December 10, 2010 (As Adjusted)

Assets acquired:
Accounts receivable	$	1,317	$	(39	)	$	1,278
Inventory		3,336		(501	)		2,835
Property and equipment		6,536		(314	)		6,222
Intangible assets		8,023		2,400			10,423
Goodwill		5,126		(1,633	)		3,493
Other		69		49			118

		24,407		(38	)		24,369

Liabilities assumed:
Accounts payable and accrued liabilities		1,733		70			1,803


Total purchase price	$	22,674	$	(108	)	$	22,566


	Amortization Expense

Fiscal year 2011	$	1,917
Fiscal year 2012		1,302
Fiscal year 2013		1,050
Fiscal year 2014		1,050
Fiscal year 2015		1,050


	Weighted Average Interest Rate Three Months Ended December 31,						Weighted Average Outstanding Balance Three Months Ended December 31,
	2011			2010			2011		2010

Revolving credit agreement		1.3	%		1.4	%	$	10.0 million	$	11.7 million
Term note		2.9	%		N/A		$	9.8 million		N/A
Promissory note		0.0	%		N/A		$	2.4 million		N/A


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

4.1		Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated December 10, 2010, filed as Exhibit 4.23 to the Company’s Form 8-K dated December 10, 2010 and incorporated herein by reference

4.2		First Amendment and Joinder to Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated October 28, 2011, filed as Exhibit 4.2 to the Company’s Form 8-K dated October 28, 2011 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

9.2		Voting Trust Extension Agreement (effectively) dated January 31, 2010, filed as Exhibit 9.2 of the Company’s Form 10-Q dated December 31, 2009, and incorporated herein by reference

10.1		SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of the Company’s ~~form~~Form 10-Q dated June 30, 2004, and incorporated herein by reference

10.2		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

10.3		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~~10-Q/A dated December 31, 2000, and incorporated herein by reference

10.4		Change in Control Severance Agreement between the Company and Remigijus Belzinskas, dated September 28, 2000, filed as Exhibit ~~10 (i)~~10(i) of the Company’s Form ~~10-Q~~10-Q/A dated December 31, 2000, and incorporated herein by reference

10.5		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

~~10.7~~10.6		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



~~10.8~~10.7		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

~~10.10~~10.8		SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2008 Annual Meeting to Shareholders dated December 14, 2007, and incorporated herein by reference

~~10.11~~10.9		Letter Agreement between the Company and Jeffrey P. Gotschall, dated August 12, 2009 filed as Exhibit 10.1 of the Company’s Form 8-K dated August 12, 2009 and incorporated herein by reference


Exhibit No.		Description

~~10.12~~10.10		Interim Chief Executive Officer Agreement, dated as of August 31, 2009, by and among SIFCO Industries, Inc., Aviation Component Solutions and Michael S. Lipscomb ~~filed as Exhibit 10.14 of the Company’s Form 10-K dated September 30, 2009,~~ and incorporated herein by reference

~~10.13~~10.11		Amended and Restated Change in Control and Severance Agreement, between James P. Woidke and SIFCO Industries, Inc., dated April 27, 2010 filed as Exhibit 10.15 of the Company’s Form 8-K dated April 30, 2010, and incorporated herein by reference

~~10.14~~10.12		Asset Purchase Agreement between T&W Forge, Inc and TWF Acquisition, LLC (a wholly-owned subsidiary of SIFCO Industries Inc.) dated December 10, 2010 filed as Exhibit 10.14 to the Company’s Form 8-K dated December 10, 2010, and incorporated herein by reference

~~10.15~~10.13		Amendment No. 1 to the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2011 Annual Meeting to Shareholders dated December 15, 2010, and incorporated herein by reference

10.14		Asset Purchase Agreement between GEL Industries, Inc (DBA Quality Aluminum Forge) and Forge Acquisition, LLC (a wholly-owned subsidiary of SIFCO Industries Inc.) dated October 28, 2011, filed as Exhibit 10.16 to the Company’s Form 8-K dated October 28, 2011, and incorporated herein by reference

14.1		Code of Ethics, ~~files~~filed as Exhibit 14.1 of the Company’s Form 10-K dated September 30, 2003, and incorporated herein by reference

* 31.1*31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)

* 31.2*31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a)

* 32.1*32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

* 32.2*32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

* 101 *101		The following financial information from SIFCO Industries, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~June 30,~~December 31, 2011 filed with the SEC on ~~August 11, 2011,~~February 9, 2012, formatted in XBRL includes: (i) Consolidated Condensed Statements of Operations for the fiscal periods ended ~~June 30,~~December 31, 2011 and 2010, (ii) Consolidated Condensed Balance Sheets at ~~June 30,~~December 31, 2011 and September 30, ~~2010,~~2011, (iii) Consolidated Condensed Statements Cash Flow for the fiscal periods ended ~~June 30,~~December 31, 2011 and 2010, and (iv) the Notes to the Consolidated Condensed Financial Statements.


						SIFCO Industries, Inc.
						(Registrant)

Date: ~~August 11, 2011~~February 9, 2012						/s/ Michael S. Lipscomb
						Michael S. Lipscomb
						President and Chief Executive Officer
						(Principal Executive Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company