8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – July 1, 2015

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-5978	34-0553950
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
970 East 64th Street, Cleveland Ohio		44103
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600

N.A.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory note:

As previously reported in its Current Report on the Form 8-K filed on July 2, 2015, SIFCO Industries, Inc. ("SIFCO") announced that it completed the acquisition of all of the outstanding equity of C Blade S.p.A. Forging & Manufacturing (“C Blade”), located in Maniago, Italy, from Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons. The Current Report on Form 8-K/A is being filed to provide certain audited financial statements and certain unaudited pro forma information required by Item by 9.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a)     Financial Statements of Business Acquired

The audited financial statements of C Blade for its fiscal year ended December 31, 2014, including theReport of Independent Certified Public Accountants; Balance Sheet as of December 31, 2014, Statements of Operations for the year ended December 31, 2014, Statements of Shareholders' Equity for the year ended December 31, 2014, Statement of Cash Flows for the year ended December 31, 2014, and the Notes to the Financial Statements are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.

(b)     Pro Forma Financial Statements

The Unaudited Pro Forma Consolidated Statement of Operations for SIFCO and C Blade for the year ended September 30, 2014 and the six months ended March 31, 2015,and unaudited Pro Forma Consolidated Balance Sheet for SIFCO Industries, Inc. and C Blade S.p.A. Forging & Manufacturing as of March 31, 2015 are furnished as Exhibit 99.3 to this Current Report on Form 8-K/A.

(d)     Exhibits:

2.1* Share Purchase Agreement, dated March 16, 2015, by and among the Company, Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons.*

2.2* Amendment to Share Purchase Agreement, dated June 30, 2015, by and among the Company, Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons.

4.1* Credit and Security Agreement, dated June 26, 2015, by and among the Company, KeyBank National Association and the lenders from time to time party thereto.

99.1* Press Release, dated July 1, 2015.

99.2 Audited Financial Statements of C Blade S.p.A Forging & Manufacturing as of and for the year ended December 31, 2014.

99.3 Unaudited Pro Forma Consolidated Statement of Operations for SIFCO Industries, Inc. and C Blade S.p.A Forging & Manufacturing for the year ended September 30, 2014 and six months ended March 31, 2015, and unaudited Pro Forma Consolidated Balance Sheet for SIFCO Industries, Inc. and C Blade S.p.A Forging & Manufacturing as of March 31, 2015.

* Previously filed

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 hereunto duly authorized.

	SIFCO Industries, Inc.
	(Registrant)
Date: September 14, 2015
	/s/ Salvatore Incanno
	Salvatore Incanno
	Vice President – Finance and Chief Financial Officer
	(Principal Financial Officer)

EX-99.2

Report of Certified Public Accountants

Board of Directors

C Blade SpA Forging & Manufacturing

We have audited the accompanying financial statements of C Blade SpA Forging & Manufacturing, which comprise the balance sheet as of December 31, 2014, and the related statements of operations, shareholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of C Blade SpA Forging & Manufacturing as of December 31, 2014 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Pordenone, July 6, 2015

/s/ Ria Grant Thornton S.p.A.

Giancarlo Pizzocaro

Partner

1

C Blade S.p.A. Forging & Manufacturing

Statement of Operations

(Amounts in thousands)

	Year Ended December 31,
	2014
Net sales	€	21,360
Cost of goods sold	16,809
Gross profit	4,551
Selling, general and administrative expenses	2,825
Amortization of intangible assets	59
Loss on disposal or impairment of operating assets	9
Operating income	1,658
Interest expense	530
Foreign currency exchange loss, net	26
Income from continuing operations before income tax provision	1,102
Income tax provision	622
Net income	€	480

See notes to financial statements.

2

C Blade S.p.A. Forging & Manufacturing

Balance Sheet

(Amounts in thousands, except per share data)

	December 31,
	2014
ASSETS
Current assets:
Cash and cash equivalents	€	1,022
Receivables, net of allowance for doubtful accounts of €48	4,403
Inventories, net	4,445
Deferred income taxes	1,151
Prepaid expenses and other current assets	511
Total current assets	11,532
Property, plant and equipment, net	8,752
Intangible assets, net	108
Goodwill	6,597
Other assets	82
Total assets	€	27,071
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	€	2,162
Short-term debt	4,575
Accounts payable	3,617
Accrued liabilities	4,005
Total current liabilities	14,359
Long-term debt, net of current maturities	6,552
Deferred income taxes	634
Pension liability	448
Other long-term liabilities	139
Shareholders’ equity:
Common shares, par value €5 per share, authorized 700,000 shares; issued and outstanding shares	3,500
Treasury shares - 30 shares	(443		)
Retained earnings	1,882
Total shareholders’ equity	4,939
Total liabilities and shareholders’ equity	€	27,071

See notes to financial statements.

3

C Blade S.p.A. Forging & Manufacturing

Statement of Cash Flows

(Amounts in thousands)

	Year Ended December 31,
	2014
Cash flows from operating activities:
Net income	€	480
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and Amortization	2,520
Loss on disposal of operating assets	9
Deferred income taxes	(191		)
Changes in operating assets and liabilities:
Receivables	1,980
Inventories	(741		)
Prepaid expenses and other current assets	36
Accounts payable	(147		)
Accrued liabilities	(1,382		)
Other long-term liabilities	(1		)
Net cash provided by operating activities	2,563
Cash flows from investing activities:
Proceeds from disposal of property, plant and equipment	11
Purchase of intangible assets	(79		)
Capital expenditures	(1,017		)
Net cash used for investing activities	(1,085		)
Cash flows from financing activities:
Proceeds from long-term note	980
Repayments of long-term note	(1,233		)
Borrowings on line of credit, net	(235		)
Repayments of capital lease obligations	(116		)
Net cash used for financing activities	(604		)
Increase in cash and cash equivalents	874
Cash and cash equivalents at beginning of year	148
Cash and cash equivalents at end of year	€	1,022
Supplemental disclosure of cash flow information:
Cash paid for interest	€	(463	)
Cash paid for income taxes, net	€	(351	)
Non-cash investing transactions:
Additions to property, plant & equipment - incurred but not yet paid	€	282

See notes to financial statements.

4

C Blade S.p.A. Forging & Manufacturing

Statement of Shareholders’ Equity

(Amounts in thousands)

	Common Shares		Retained Earnings		Accumulated Other Comprehensive Loss		Common Shares Held in Treasury			Total Shareholders’ Equity
Balance - December 31, 2013	€	3,500	€	1,402	€	—	€	(443	)	€	4,459
Net income	—		480		—		—			480
Balance - December 31, 2014	€	3,500	€	1,882	€	—	€	(443	)	€	4,939

See notes to financial statements.

5

C Blade S.p.A. Forging & Manufacturing

Notes to Financial Statements

(Amounts in thousands)

1. Summary of Significant Accounting Policies

A. DESCRIPTION OF BUSINESS

C*Blade S.p.A. Forging & Manufacturing (the "Company" or "C*Blade") operations consist primarily of manufacturing metal forgings for the power generation and oil markets. C*Blade's manufacturing facilities are located in Maniago, Italy.

B. FINANCIAL STATEMENT PRESENTATION

The financial statements of C*Blade reported in Euros, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

C. CASH EQUIVALENTS

The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are subject to an insignificant risk of changes in value. The Company's cash and cash equivalent bank balances exceed federally insured limits at December 31, 2014.

D. CONCENTRATIONS OF CREDIT RISK

Receivables are presented net of allowance for doubtful accounts of €48 at December 31, 2014. Accounts receivable outstanding longer than the contractual payment terms are considered past due. The Company writes off accounts receivable when they become uncollectible. During 2014, there were no accounts receivable write-offs against the allowance for bad debt and there was not bad debt expense incurred.

Most of the Company’s receivables represent trade receivables due from manufacturers of turbine engines, including a significant concentration of European based companies. In fiscal year 2014, 62% of the Company’s net sales were from five of its largest customers who individually accounted for 18%, 12%, 11%, 11% and 10% of net sales, respectively. No other single customer or group represented greater than 10% of total net sales in 2014. At December 31, 2014, three of the Company’s largest customers had outstanding net accounts receivable who individually accounted for 47%, 15% and 12% of net accounts receivable, respectively. The Company performs ongoing credit evaluations of its customers’ financial conditions. The Company believes its allowance for doubtful accounts is sufficient based on the credit exposures outstanding at December 31, 2014.

E. INVENTORY VALUATION

Inventories are stated at the lower of cost or market and cost for raw material is determined by specific identification of actual cost and first-in, first out method is used to value for the remainder of the Company's inventory.

The Company maintains allowances for obsolete and excess inventory. The Company evaluates its allowances for obsolete and excess inventory annually, and requires at a minimum that reserves be established based on an analysis of the age of the inventory. In addition, if the Company identifies specific obsolescence, other than that identified by the aging criteria, an additional reserve will be recognized. Specific obsolescence and excess reserve requirements may arise due to technological or market changes, or based on cancellation of an order. The Company’s reserves for obsolete and excess inventory were €1,455 at December 31, 2014.

F. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Depreciation is generally computed using the straight-line method. Depreciation is provided in amounts sufficient to amortize the cost of the assets over their estimated useful lives. Depreciation provisions are based on estimated useful lives:

Building	10-33 years
Plant and machinery	6-10 years
Vehicles	4-5 years
Furniture, fittings and equipment	1-9 years
Molds and dies	4 years

6

C Blade S.p.A. Forging & Manufacturing

Notes to Financial Statements –(Continued)

The Company's property, plant and equipment assets by major asset class at December 31 consist of:

	2014
Property, plant and equipment :
Land	€	1,210
Buildings	5,314
Machinery and equipment	29,153
Total property, plant and equipment	35,677
Accumulated depreciation	26,925
Property, plant and equipment, net	€	8,752

The Company has various capital lease arrangements which are classified within machinery and equipment and approximate €3,034 at the end of 2014, net of accumulated depreciation of approximately €2,355.

The Company reviews the carrying value of its long-lived assets, including property, plant and equipment, at least annually or when events and circumstances warrant such a review. This review is performed using estimates of future undiscounted cash flows, which include proceeds from disposal of assets. If the carrying value of a long-lived asset is greater than the estimated undiscounted future cash flows, then the long-lived asset is considered impaired and an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value.

Depreciation expense was €2,457 in 2014.

In 2014 the Company did not capitalize borrowing costs.

G. GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price paid over the fair value of the net assets of an acquired business. Goodwill is subject to annual impairment testing and the Company has selected December 31 as the annual impairment testing date. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If so, then a two-step impairment test is used to identify potential goodwill impairment. The first step of the goodwill impairment test compares the fair value of a reporting unit (as defined) with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired, and the second step of the goodwill impairment test is not required. The second step measures the amount of impairment, if any, by comparing the carrying value of the goodwill associated with a reporting unit to the implied fair value of the goodwill derived from the estimated overall fair value of the reporting unit and the individual fair values of the other assets and liabilities of the reporting unit.

Intangible assets consist of identifiable intangibles acquired and include capitalized software costs. Intangible assets are amortized over their useful lives of approximately 3 years.

H. REVENUE RECOGNITION

Revenue is generally recognized when products are shipped or services are provided to customers net of rebates and discounts.

I. CAPTIAL LEASE OBLIGATIONS

Capital leases are accounted for as the acquisition of an asset and the commitment of an obligation by the lessee and as a sale or financing by the lessor. All other leases are accounted for as operating leases.

J. IMPACT OF ADOPTED ACCOUNTING STANDARDS

In July 2013, the FASB issued ASU 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists," which defines the presentation requirements of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements. The new guidance became effective for the Company beginning January 1, 2014 and it did not impact the Company's financial statements.

K. IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS

In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment — Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,'' which revises what qualifies as a discontinued operation, changes the criteria for determining which disposals can be presented as discontinued operations and

7

C Blade S.p.A. Forging & Manufacturing

Notes to Financial Statements –(Continued)

modifies related disclosure requirements. This ASU will be effective for the Company for applicable transactions occurring on or after January 1, 2015. The Company will prospectively apply the guidance to applicable transactions.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers," which clarifies existing accounting literature relating to how and when a company recognizes revenue. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 will be effective for the Company January 1, 2018. The Company is in the process of determining what impact the adoption of this ASU will have on its financial position, results of operations and cash flows.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern," which the intent is to define the Company's responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU will be effective for the Company December 31, 2016. The Company will prospectively apply the guidance to applicable transactions.

L. USE OF ESTIMATES

U.S. GAAP requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent liabilities, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period in preparing these financial statements. Actual results could differ from those estimates.

M. DERIVATIVE FINANCIAL INSTRUMENTS

Historically, the Company has been able to mitigate the impact of foreign currency risk, to the extent it existed, by means of hedging such risk through the use of foreign currency exchange contracts, which typically expired within one year. However, such risk was mitigated only for the periods for which the Company had foreign currency exchange contracts in effect, and only to the extent of the Euro amounts of such contracts. At December 31, 2014, the Company had one foreign currency exchange contract outstanding with a notional amount of €627 and a negative fair value of €30 (level 2 of fair value hierarchy).

N. RESEARCH AND DEVELOPMENT

Research and development costs are expensed as they are incurred. Research and development expense was nominal in 2014.

O. INCOME TAXES

The Company files an Italian income tax return.

The Company provides deferred income taxes for the temporary difference between the financial reporting basis and tax basis of the Company’s assets and liabilities. Such taxes are measured using the enacted tax rates that are assumed to be in effect when the differences reverse. Deferred tax assets result principally from recording certain expenses in the financial statements in excess of amounts currently deductible for tax purposes. Deferred tax liabilities result principally from tax depreciation in excess of book depreciation.

The Company evaluates at each balance sheet date for uncertain tax positions taken. 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. For tax positions meeting the more-likely-than-not 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. The Company's policy for interest and/or penalties related to underpayments of income taxes is to include interest and penalties in tax expenses.

The Company maintains a valuation allowance against its deferred tax assets when management believes it is more likely than not that all or a portion of a deferred tax asset may not be realized. Changes in valuation allowances are included in the income tax provision in the period of change. In determining whether a valuation allowance is warranted, the Company evaluates factors such as prior earnings history, expected future earnings, carry-back and carry-forward periods and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.

P. GOVERNMENT GRANTS

Government grants are recognized on an accrual basis in direct relation to the costs incurred when there is a formal resolution approving the right to the grant.

Grant income was €23 during 2014. Advanced grant payments received, related to income and classified as current were €101 at December 31, 2014. Grants related to income are classified within operating expenses.

8

C Blade S.p.A. Forging & Manufacturing

Notes to Financial Statements –(Continued)

Q. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. Based on the examination of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 Quoted market prices in active markets for identical assets or liabilities

Level 2 Observable market based inputs or unobservable inputs that are corroborated by market data

Level 3 Unobservable inputs that are not corroborated by market data

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The book value of cash equivalents, accounts receivable, accounts payable, and revolving credit facilities are considered to be representative of their fair values because of their short maturities.

2.Inventories

Inventories at December 31 consist of:

	2014
Raw materials and supplies	€	932
Work-in-process	2,094
Finished goods	1,419
Total inventories, net	€	4,445

3. Goodwill and Intangible Assets

The Company’s intangible asset by major asset class subject to amortization at:

December 31, 2014	Estimated Useful Life	Original Cost		Accumulated Amortization		Net Book Value
Intangible asset:
Internal use software	3 years	€	200	€	92	€	108
Total intangible asset		€	200	€	92	€	108

The amortization expense on identifiable intangible assets for 2014 was €58. Amortization expense associated with the identified intangible asset is expected to be as follows:

	Amortization Expense
Fiscal year 2015	€	58
Fiscal year 2016	42
Fiscal year 2017	8

Goodwill is not amortized, but is subject to an annual impairment test. The Company tests its goodwill for impairment in the fourth quarter, and in interim periods if certain events occur indicating that the carrying amount of goodwill may be impaired. After performing a qualitative assessment in 2014, the Company performed a quantitative assessment of goodwill for impairment. The impairment test consisted of a comparison between the fair value of the indefinite lived intangible assets, as determined by projected discounted cash flows from future operations, and the carrying values. The Company concluded that no impairment exists at December 31, 2014. Only a portion of the goodwill is expected to be deductible for tax purposes.

9

4. Accrued Liabilities

Accrued liabilities at December 31 consist of:

	2014
Accrued employee compensation and benefits	€	1,254
Corporate income tax	1,112
Social security	756
Advance payments from customers	292
Withholding tax liability	183
Advance payments relating to government grants	101
Fair value of derivatives	30
Other accrued liabilities	277
Total accrued liabilities	€	4,005

5.    Debt

In connection with our research and development activities, we have been granted long-term financing contracts below market interest rates were €2,225. The benefit of the below-market rate of interest is measured as the difference between the initial carrying value of the loan and the proceeds received. The deferred interest benefit was €228 at December 31, 2014 (of which €139 is classified as non-current).

Long-term debt at December 31 consists of (level 2 of fair value hierarchy as book value approximates fair value):

	2014
Secured credit facilities	€	4,800
Secured capital lease obligations	286
Unsecured credit facilities	3,628
	8,714
Less – current maturities	2,162
Total long-term debt	€	6,552

At December 31, 2014, the outstanding long-term debt, excluding secured capital lease financing is detailed below.

Bank	Interest Rate	Issue date	Maturity Date	December 31, 2014
Italian Ministry of Production*	1.012%	July 26, 2002	July 26, 2015	€	120
Banca Sella	3m Euribor + 2.4%	May 25, 2009	October 15, 2017	1,372
Mediocredito	1m Euribor + 3.25%	September 29, 2011	August 31, 2017	571
BNL	12m Euribor + 3.5%	March 4, 2013	January 31, 2017	257
Friuladria	3m Euribor + 4.2%	December 16, 2013	December 31, 2016	340
Friuladria	6m Euribor x 365/360 + 1.25% (minimum 4.00%)	October 17, 2007	April 30, 2020	2,696
Mediocredito*	50% x 12m Euribor discounted (minimum 1.55%)	December 21, 2006	July 1, 2016	244
Mediocredito*	50% x 6m Euribor discounted (minimum 0.95%)	June 25, 2009	January 1, 2021	998
Mediocredito*	50% x 6m Euribor discounted (minimum 0.95%)	April 30, 2010	July 1, 2021	863
Mediocredito	1m Euribor + 2.40%	November 16, 2014	October 16, 2019	967
				€	8,428

*Long-term financing contracts below market interest rates.

Long-term debt matures in the years subsequent to December 31, 2014 as follows:

	Minimum long-term debt payments		Minimum capital lease payments
2015	€	2,256	€	135
2016	2,256		49
2017	1,795		54
2018	1,093		43
2019	1,031		24
2020 and thereafter	825		—
Subtotal	9,256		305
Less: amount representing interest (*)	828		19
Minimum payments net of interest	€	8,428	€	286

(*) Minimum long-term debt interest payments are shown gross of €228 of deferred interest benefits.

Accounts Receivable Purchase Agreement

The Company sells trade receivables of a major client under an agreement executed on June 16, 2005 as subsequently amended between the Company and an unaffiliated financial institution. This program allows the Company to receive a cash payment for sold receivables. These are uncommitted programs, whereby the Company offers receivables for sale to the unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution. Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are not isolated from the Company, and effective control of the receivables is not passed to the unaffiliated financial institution, which does not have the right to pledge or sell the receivables. The Company accounts for the sale of receivables under this agreement as short-term debt and continues to carry the receivables on its Balance Sheet. There was €1,665 of short-term borrowings relating to this agreement at December 31, 2014 classified within short-term debt (level 2 of fair value hierarchy as book value approximates fair value). The carrying value of the receivables pledged as collateral was €2,226 at December 31, 2014 (level 2 of fair value hierarchy as book value approximates fair value).

Accounts Receivable Pledged

The interest rate on the short-term debt associated with accounts receivable pledged under the accounts receivable purchase agreement fluctuates with the applicable Euribor rate, and thus the carrying value is a reasonable estimate of fair value.

6.     Income Taxes

The Company is only subject to non-US income tax on income before income tax provision of €1,102 for 2014.

Income taxes before income tax provision consist of the following:

	Year Ended December 31,
	2014
Current income tax provision:
Non-U.S.	€	813
Total current tax provision	813
Deferred income tax provision (benefit):
Non-U.S.	(191		)
Total deferred tax provision (benefit)	(191		)
Income tax provision	€	622

10

C Blade S.p.A. Forging & Manufacturing

Notes to Financial Statements –(Continued)

The income tax provision differs from amounts currently payable or refundable due to certain items reported for financial statement purposes in periods that differ from those in which they are reported for tax purposes. The income tax provision from continuing operations in the accompanying statement of operations differs from amounts determined by using the statutory rate as follows:

	Year Ended December 31,
	2014
Income before income tax provision	€	1,102
Theoretical local income tax provision	303
Tax effect of:
Local production tax (IRAP)	293
Permanent items	26
Income tax provision	€	622

Deferred tax assets and liabilities at December 31 consist of the following:

	2014
Deferred tax assets:
Employee benefits	€	82
Inventory valuation	769
Deferred revenue	290
Other	10
Total deferred tax assets	1,151
Deferred tax liabilities:
Property, plant and equipment and intangible assets	524
Leasing	110
Total deferred tax liabilities	634
Net deferred tax assets	517
Valuation allowance	—
Net deferred tax assets	€	517

The Company did not have any uncertain tax positions in 2014.

The Company is subject to income taxes in Italy. The Company believes it has appropriate support for its Italian income tax returns. The Company is no longer subject to Italian income tax examinations by tax authorities for years prior to 2010.

7.     Retirement Benefit Plans

The severance entitlement payable to Italian employees pursuant to article 2120 of the Italian Civil Code (“TFR”) qualifies as a defined-benefit plan for the portion of the benefit earned before the application of the new law enacted December 27, 2006 and as a defined contribution plan for the portion earned after the application of the new law.

Defined benefit plan

Regarding our staff leaving indemnities (“TFR”), Italian law provides for severance payments to employees upon dismissal, resignation, retirement or other termination of employment. The TFR was considered an unfunded defined benefit plan before the changes introduced by law No. 296 of December 27, 2006 as amended, and is measured as the actuarial present value of the vested benefits to which the employee would be entitled if the employee separated at the balance sheet date.

Defined contribution plan

Subsequent to December 27, 2006, the Italian employees are given the choice to invest TFR contributions in the National Social Security Institute or in other external pension funds. As a result, TFR contributions under the reformed Italian pension system

11

C Blade S.p.A. Forging & Manufacturing

Notes to Financial Statements –(Continued)

are accounted for as a defined contribution plan, and reported in the statement of operations on an accrual basis. Contributions paid in advance are reported as an asset that will be refunded or offset against future payments, where due.

The following table sets forth key information of the TFR qualifying as defined benefit plan at and for the year ended December 31, 2014.

	TFR (defined benefit plan)
Balance - at January 1, 2014	€	449
Interest cost	6
Benefits paid	(7		)
Balance - at December 31, 2014	€	448

Contribution payables to external pension funds and the National Social Security Institute, included in accrued expenses and other current liabilities amounted to €134 at December 31, 2014. Contribution payables are settled by the Company within the following month or quarter depending on the pension fund chosen by the employee.

Included in the statement of operations was €347 in 2014, related to the Company's TFR pension plan and define contribution plan.

8. Commitments and Contingencies

In the normal course of business, the Company may be involved in ordinary, routine legal actions. The Company cannot reasonably estimate future costs, if any, related to these matters; however, it does not believe any such matters are material to its financial condition or results of operations. The Company maintains various liability insurance coverage to protect its assets from losses arising out of or involving activities associated with ongoing and normal business operations; however, it is possible that the Company’s future operating results could be affected by future costs of litigation.

9. Business Information

Geographic net sales are based on location of customer. Italy is the single largest country for customer sales, accounting for 29% of net sales in 2014. Net sales to customers located in Germany, Switzerland, Africa and Poland accounted for 13%, 11%, 10% and 10% of net sales in 2014, respectively. No other single country represents greater than 10% of net sales in 2014.

Substantially all of the Company's operations and identifiable assets are located within Italy.

10. Related Party Transactions

C*Blade and Riello Investimenti S.p.A. Party Transactions

In the ordinary course of business, C*Blade is engaged in related party transactions with, its parent company, Riello Investimenti S.p.A. (“Riello”) during 2014. The transactions related to strategic support and management consultancy services provided by Riello to C*Blade.

The following table summarizes the transactions with Riello as included in the financial statements for the year ended December 31, 2014:

Statement of Operations	Year Ended December 31, 2014
Selling, general and administrative expenses	€100

There were no outstanding receivables from or accounts payable due to Riello at December 31, 2014.

There were no other related party transactions in the year ended December 31, 2014.

12

C Blade S.p.A. Forging & Manufacturing

Notes to Financial Statements –(Continued)

11. Subsequent Events

On March 17, 2015, SIFCO Industries, Inc. announced that it had entered into a definitive agreement to acquire C*Blade from Riello Investment Partners. Closing will occur following satisfaction of certain conditions and regulatory approvals, currently anticipated by the beginning of July 2015.

We have evaluated subsequent events from the balance sheet date through 6 July, 2015 the date these financial statements have been approved by the Board of Directors and available to be issued. We determined there were no other items to disclose or record in the financial statements.

13

EX-99.3

Unaudited pro forma consolidated financial data

(Dollar amounts presented in thousands, except per share amounts unless specifically noted)

The following unaudited pro forma consolidated financial information is presented to illustrate the estimated effects of the acquisition (“the Acquisition”) by SIFCO Industries, Inc. (“SIFCO,” “we”, or the “Company) of C*Blade S.p.A. Forging and Manufacturing (“C*Blade”) from Riello Investimenti Partners SGR S.p.A, Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi, and Matteo Talmassons (collectively the “Sellers,” or “Riello Investimenti Partners”).

The following unaudited pro forma consolidated balance sheet as of March 31, 2015 and the unaudited pro forma consolidated statements of operations for the fiscal year ended September 30, 2014 and for the six months ended March 31, 2015 are derived from and should be read in conjunction with the historical audited financial statements of SIFCO for the fiscal year ended September 30, 2014 (which are available in SIFCO’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014) and the historical unaudited interim financial statements of SIFCO for the six month period ended March 31, 2015 (which are available in SIFCO’s Form 10-Q for the period ended March 31, 2015).

For purposes of the pro forma consolidated statements of operations, C*Blade has presented a twelve month period ended June 30, 2014 and a six month period ended December 31, 2014. This information was derived from the historical audited financial statements of C*Blade for the year ended December 31, 2014 as included within this Form 8-K/A and the historical unaudited financial information of C*Blade for the year ended December 31, 2013 and six months periods ended June 30, 2013 and 2014. Finally, SIFCO utilized C*Blade’s audited balance sheet as of December 31, 2014 for the unaudited pro forma consolidated balance sheet.

SIFCO prepares its financial information in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) with all amounts stated in U.S. dollars. C*Blade has prepared its financial statements in accordance with U.S. GAAP with all amounts presented in Euro (“EUR” or “€”). In order to present the unaudited pro forma consolidated financial statements in U.S. dollars, C*Blade’s statement of operations has been translated using the weighted average exchange rate of € 1.36 to $1.00 for the period July 1, 2013 through June 30, 2014 and € 1.29 to $1.00 for the period July 1, 2014 through December 31, 2014. C*Blade’s balance sheet has been translated to US dollars using the exchange rate of € 1.21 to $1.00 as of December 31, 2014.

On June 26, 2015, SIFCO entered into a Credit and Security Agreement (the “Credit Agreement”), together with the Acquisition (known as the “Transactions”), with KeyBank National Association and the lenders from time to time party thereto. The new facility has a term of five years and is comprised of (i) a revolving credit facility in a maximum amount of $25,000, which reduces to $20,000 on January 1, 2016, and (ii) a term loan of $20,000. Amounts borrowed under the new facility were used to repay the amounts outstanding under the Company’s prior credit facility with Fifth Third Bank, for the acquisition of C*Blade S.p.A. Forging & Manufacturing, and for working capital and general corporate purposes. Principle payments on the term loan are payable quarterly. Interest accrues monthly on both the term loan and revolving credit facility at a variable rate of LIBOR plus a margin of 1.75% for base rate loans and LIBOR plus a margin of 2.5% for Eurodollar loans. Borrowings will bear interest at the LIBOR rate, prime rate, or the Eurocurrency reference rate depending on the type of loan requested by the Company, in each case plus the applicable margin as set forth in the Credit Agreement.

The unaudited pro forma consolidated statements of operations give effect to the Transactions as if they occurred on October 1, 2013, the beginning of SIFCO’s fiscal year. The unaudited pro forma consolidated balance sheet gives effect to the Transactions as if it occurred on March 31, 2015. The historical consolidated financial information has been adjusted in the unaudited pro forma consolidated financial statements to give effect to pro forma events that are: (i) directly attributable to the Acquisition, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma consolidated financial information should be read in conjunction with the accompanying notes to the unaudited pro forma consolidated financial statements.

The Acquisition will be accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), and using the fair value concepts defined in ASC 820, “Fair Value Measurements” (“ASC 820”). ASC 820 defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and

circumstances, could develop and support a range of alternative estimated amounts. Under ASC 805, all assets acquired and liabilities assumed are recorded at their acquisition date fair value. The allocation of the purchase price as reflected in the unaudited pro forma consolidated financial data is based upon management’s internally developed preliminary estimates of the fair market value of assets acquired and liabilities assumed, as if the Transactions had occurred on the above dates. This allocation of the purchase price depends upon certain estimates and assumptions, all of which are preliminary and in some instances are incomplete and have been made solely for the purpose of developing the unaudited pro forma consolidated financial data.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of: (i) results of operations and financial position that would have been achieved had the Transactions taken place on the dates indicated or (ii) the future results of operations or financial position of the consolidated company. Differences between preliminary estimates and the final acquisition accounting may arise and have a material impact on the accompanying pro forma financial statements and SIFCO’s future results of operations and financial position. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma consolidated financial information.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended September 30, 2014

(in thousands, expect per share amounts)

	Historical
	SIFCO			C*Blade			Total Historical			Pro Forma Adjustments For The Transaction (Note 6)			Footnote Reference	Pro Forma Consolidated
	Year Ended September 30, 2014			Year Ended June 30, 2014
Net sales	$	119,654		$	30,368		$	150,022		$	—			$	150,022
Cost of goods sold	93,729			23,672			117,401			(387		)	6b	117,014
Gross profit	25,925			6,696			32,621			387				33,008
Selling, general and administrative expenses	15,680			4,364			20,044			(548		)	6e	19,496
Amortization of intangible assets	2,161			88			2,249			784			6c	3,033
(Gain) on disposal of operating assets	(3		)	(5		)	(8		)	—				(8		)
Operating income	8,087			2,249			10,336			151				10,487
Interest income	(17		)	(15		)	(32		)	—				(32		)
Interest expense	201			734			935			1,515			6a	2,450
Foreign currency exchange (gain) loss, net	(20		)	8			(12		)	—				(12		)
Other income, net	(433		)	—			(433		)	—				(433		)
Income (loss) from continuing operations before income tax provision (benefit)	8,356			1,522			9,878			(1,364		)		8,514
Income tax provision (benefit)	2,753			814			3,567			(453		)	6d	3,114
Income (loss) from continuing operations	5,603			708			6,311			(911		)		5,400
Income (loss) from discontinued operations, net of tax	(580		)	—			(580		)	—				(580		)
Net income (loss)	$	5,023		$	708		$	5,731		$	(911	)		$	4,820
Income (loss) per share from continuing operations
Basic	$	1.04												$	1.00
Diluted	$	1.03												$	1.00
Income (loss) per share from discontinued operations, net of tax
Basic	$	(0.11	)											$	(0.11	)
Diluted	$	(0.11	)											$	(0.11	)
Net income (loss) per share
Basic	$	0.93												$	0.89
Diluted	$	0.92												$	0.89
Weighted-average number of common shares (basic)	5,402													5,402
Weighted-average number of common shares (diluted)	5,424													5,424

See accompanying notes to unaudited pro forma consolidated financial information

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended March 31, 2015

(in thousands, expect per share amounts)

	Historical
	SIFCO			C*Blade		Total Historical			Pro Forma Adjustments For The Transaction (Note 6)			Footnote Reference	Pro Forma Consolidated
	Six Months Ended March 31, 2015			Six Months Ended December 31, 2014
Net sales	$	44,695		$	14,367	$	59,062		$	—			$	59,062
Cost of goods sold	37,992			10,126		48,118			(294		)	6b	47,824
Gross profit	6,703			4,241		10,944			294				11,238
Selling, general and administrative expenses	8,930			1,771		10,701			(689		)	6e	10,012
Amortization of intangible assets	1,040			40		1,080			396			6c	1,476
Loss on disposal of operating assets	2			12		14			—				14
Operating income	(3,269		)	2,418		(851		)	587				(264		)
Interest income	(7		)	—		(7		)	—				(7		)
Interest expense	108			325		433			648			6a	1,081
Foreign currency exchange (gain) loss, net	(57		)	28		(29		)	—				(29		)
Other income, net	(214		)	—		(214		)	—				(214		)
Income (loss) from continuing operations before income tax provision (benefit)	(3,099		)	2,065		(1,034		)	(61		)		(1,095		)
Income tax provision (benefit)	(894		)	596		(298		)	(20		)	6d	(318		)
Income (loss) from continuing operations	(2,205		)	1,469		(736		)	(41		)		(777		)
Income (loss) from discontinued operations, net of tax	736			—		736			—				736
Net income (loss)	$	(1,469	)	$	1,469	$	—		$	(41	)		$	(41	)
Income (loss) per share from continuing operations
Basic	$	(0.41	)										$	(0.14	)
Diluted	$	(0.41	)										$	(0.14	)
Income (loss) per share from discontinued operations, net of tax
Basic	$	0.14											$	0.14
Diluted	$	0.14											$	0.14
Net income (loss) per share
Basic	$	(0.27	)										$	(0.01	)
Diluted	$	(0.27	)										$	(0.01	)
Weighted-average number of common shares (basic)	5,430												5,430
Weighted-average number of common shares (diluted)	5,447												5,447

See accompanying notes to unaudited pro forma consolidated financial information

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of March 31, 2015

(In thousands)

		SIFCO			C*Blade			Total Historical
		As of  March 31, 2015			As of December 31, 2014						Pro Forma Adjustments For the Transaction (Note 7)			Footnote Reference	Pro Forma Consolidated
ASSETS
Current assets:
	Cash and cash equivalents	$	4,687		$	1,238		$	5,925		$	3,119		7a	$	9,044
	Accounts receivable, net	23,245			5,332			28,577			—				28,577
	Inventories, net	25,660			5,383			31,043			737			7b	31,780
	Refundable income taxes	1,802			—			1,802			—				1,802
	Deferred income taxes	791			1,394			2,185			735			7g	2,920
	Prepaid expenses and other current assets	3,302			619			3,921			—				3,921
Total current assets		59,487			13,966			73,453			4,591				78,044
Property and equipment, net		36,729			10,599			47,328			7,825			7c	55,153
Intangible assets, net		10,450			131			10,581			5,682			7d	16,263
Goodwill		7,658			7,989			15,647			(342		)	7e	15,305
Other assets		521			99			620			316			7j	936
Total assets		$	114,845		$	32,784		$	147,629		$	18,072			$	165,701
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current maturities of long-term debt	$	2,000		$	2,618		$	4,618		$	976		7h	$	5,594
	Short-term debt	—			5,540			5,540			—				5,540
	Accounts payable	9,617			4,380			13,997			—				13,997
	Accrued liabilities	6,702			4,850			11,552			(125		)	7i	11,427
	Current liabilities of business from discontinued operations	10			—			10			—				10
Total current liabilities		18,329			17,388			35,717			851				36,568
Long-term debt, net of current maturities		15,575			7,935			23,510			20,215			7h	43,725
Deferred income taxes		772			768			1,540			4,321			7g	5,861
Pension liability		4,056			543			4,599			—				4,599
Other long-term liabilities		331			168			499			(168		)	7i	331
Shareholders’ equity:								—							—
	Common stock	5,470			4,239			9,709			(4,239		)	7f	5,470
	Treasury shares	—			(536		)	(536		)	536			7f	—
	Additional paid-in capital	9,444			—			9,444			—				9,444
	Retained earnings	71,215			2,279			73,494			(3,444		)	7f	70,050
	Accumulated other comprehensive loss	(10,347		)	—			(10,347		)	—				(10,347		)
Total shareholders’ equity		75,782			5,982			81,764			(7,147		)		74,617
Total liabilities and shareholders’ equity		$	114,845		$	32,784		$	147,629		$	18,072			$	165,701

See accompanying notes to unaudited pro forma consolidated financial information

Notes to Unaudited Pro Forma Consolidated Financial Information

(Dollar amounts presented in thousands, except per share amounts unless specifically noted)

Note 1- Basis of presentation

The unaudited pro forma consolidated financial information herein is based upon the historical consolidated financial statements of SIFCO and C*Blade and has been prepared to illustrate the effects of the Transactions in accordance with U.S. GAAP and pursuant to Article 11 of Regulation S-X.

The Acquisition will be accounted for in accordance with the provisions of the authoritative guidance for business combinations using the acquisition method of accounting under the provisions of ASC 805. Under ASC 805, all assets acquired and liabilities assumed are recorded at their acquisition date fair value. The allocation of the purchase price as reflected in the unaudited pro forma consolidated financial data is based upon management’s internally developed preliminary estimates of the fair market value of assets acquired and liabilities assumed, as if the Transactions had occurred on March 31, 2015, with respect to the unaudited pro forma consolidated balance sheet. With respect to the unaudited pro forma consolidated statement of operations, the allocation of purchase price is reflected for the year ended September 30, 2014 and the six months ended March 31, 2015. This allocation of purchase price depends upon certain estimates and assumptions, all of which are preliminary and in some instances are incomplete and have been made solely for the purpose of developing the unaudited pro forma consolidated financial data. Actual results following completion of the purchase price allocation may be materially different from those presented herein.

Note 2- Description of the transactions

On March 16, 2015, SIFCO entered into a share purchase agreement (the “Agreement”) with Riello Investimenti Partners pursuant to which SIFCO acquired all of the outstanding share capital of C*Blade on July 1, 2015 for approximately $15,852 in cash, net of the current indebtedness of C*Blade assumed by the Company. As a result of the acquisition, SIFCO acquired 100% of C*Blade’s shares issued and outstanding.

On June 26, 2015, SIFCO entered into a new credit facility. The new facility has a term of five years and is comprised of (i) a revolving credit facility in a maximum borrowing amount of up to $25,000, which reduces to $20,000 on January 1, 2016, and (ii) a term loan of $20,000. Amounts borrowed under the new facility were used to repay the amounts outstanding under the Company’s prior credit facility with Fifth Third Bank, for the acquisition of C*Blade S.p.A. Forging & Manufacturing, and for working capital and general corporate purposes.

The purchase price paid by SIFO was funded by cash on hand and proceeds from the new credit facility.

Note 3- Preliminary allocation of consideration transferred to the net assets acquired

For the purposes of this pro forma financial information, preliminary fair values have been determined by management for all assets acquired and liabilities assumed. The excess of the acquisition consideration over the fair value of net assets acquired is allocated to goodwill. The adjustments to reflect the acquisition method of accounting are preliminary and are based upon available information and certain assumptions which management believes are reasonable under the circumstances.

The following table summarizes the preliminary purchase price allocation as if the Acquisition had occurred as of March 31, 2015:

Purchase price of the Acquisition (a)	$	15,852
Allocation of purchase price to the fair market values of net assets acquired:
Goodwill (b)	$	7,647
Intangible assets (c)	5,813
Property, plant and equipment (d)	18,424
Deferred tax liability, net (e)	(3,695		)
Other assets/liabilities, net (f)	3,657
Debt (g)	(15,994		)
Total	$	15,852

(a) The Agreement provides that the equity purchase price was equal to approximately $29,685, subject to customary working capital and indebtedness adjustments.

Purchase price of the Acquisition	$	15,852
Consideration transferred:
Equity purchase price	$	29,685
Plus working capital adjustment	2,161
Less closing amount of indebtedness	(15,994		)
Purchase price of the Acquisition	$	15,852

(b) Represents the preliminary calculation of the excess of the purchase price over the fair values of assets acquired and liabilities assumed as a result of the Acquisition. This goodwill will not be deductible for income tax purposes.

(c) See discussion of fair market values of intangible assets at Note 7 - item (d).

(d) See discussion of fair market values of property, plant and equipment at Note 7 - item (c).

(e) See discussion of deferred tax liability, net at Note 7-item (g).

(f) Represents the fair value of other assets acquired and liabilities assumed.

(g) Represents the fair value of (i) C*Blade’s current maturities of long term debt of $2,737 plus (ii) short term debt of $5,540 plus (iii) C*Blade’s long term debt, net of current maturities, of $7,717.

Note 4-Reconciliation and foreign translation of C*Blade’s unaudited historical statement of operations

The following is a reconciliation of C*Blade’s unaudited historical statement of operations for the twelve months ended June 30, 2014 as derived from the unaudited results of operations for the year ended December 31, 2013 less the unaudited historical statement of operations for the six months ended June 30, 2013 plus the unaudited historical statement of operations for the six months ended June 30, 2014 using a weighted average rate of €1.36 to $1.00 for the period July 1, 2013 through June 30, 2014.

C*Blade

Historical Statements of Operations

(in thousands)

	A			B			C			D=A-B+C
	C*Blade Acquisition
	Twelve Months Ended December 31, 2013			Six Months Ended June 30, 2013			Six Months Ended June 30, 2014			Twelve Months Ended June 30, 2014			Twelve Months Ended June 30, 2014
	Unaudited EUR			Unaudited EUR			Unaudited EUR			Unaudited EUR			Unaudited USD
Net sales	€	22,572		€	10,384		€	10,192		€	22,380		$	30,368
Cost of goods sold	17,546			9,039			8,938			17,445			23,672
Gross profit	5,026			1,345			1,254			4,935			6,696
Selling, general and administrative expenses	3,309			1,541			1,448			3,216			4,364
Amortization of intangible assets	42			5			28			65			88
(Gain) on disposal of operating assets	(4		)	—			—			(4		)	(5		)
Operating income (loss)	1,679			(201		)	(222		)	1,658			2,249
Interest income	(11		)	—			—			(11		)	(15		)
Interest expense	583			319			277			541			734
Foreign currency exchange (gain) loss, net	(1		)	(3		)	4			6			8
Other income, net	—						—			—			—
Income (loss) from continuing operations before income tax provision	1,108			(517		)	(503		)	1,122			1,522
Income tax provision (benefit)	585			144			159			600			814
Income (loss) from continuing operations	523			(661		)	(662		)	522			708
(Loss) from discontinued operations, net of tax							—			—			—
Net income (loss)	€	523		€	(661	)	€	(662	)	€	522		$	708

The following is a reconciliation of C*Blade’s unaudited statement of operations for the six months ended December 31, 2014, as derived from C*Blade’s audited statement of operations for the year ended December 31, 2014 less the unaudited statement of operations for the six month period ended June 30, 2014 using a weighted average rate of €1.29 to $1.00 for the period July 1, 2014 through December 31, 2014:

C*Blade

Historical Statements of Operations

(in thousands)

	A		B			C=A-B
	C*Blade Acquisition
	Twelve Months Ended December 31, 2014		Six Months Ended June 30, 2014			Six Months Ended December 31, 2014		Six Months Ended December 31, 2014
	Audited		Unaudited			Unaudited		Unaudited
	EUR		EUR			EUR		USD
Net sales	€	21,360	€	10,192		€	11,168	$	14,367
Cost of goods sold	16,809		8,938			7,871		10,126
Gross profit	4,551		1,254			3,297		4,241
Selling, general and administrative expenses	2,825		1,448			1,377		1,771
Amortization of intangible assets	59		28			31		40
(Gain) on disposal of operating assets	9		—			9		12
Operating income (loss)	1,658		(222		)	1,880		2,418
Interest income	—		—			—		—
Interest expense	530		277			253		325
Foreign currency exchange (gain) loss, net	26		4			22		28
Other income, net	—		—			—		—
Income (loss) from continuing operations before income tax provision	1,102		(503		)	1,605		2,065
Income tax provision (benefit)	622		159			463		596
Income (loss) from continuing operations	480		(662		)	1,142		1,469
(Loss) from discontinued operations, net of tax	—		—			—		—
Net income (loss)	€	480	€	(662	)	€	1,142	$	1,469

Note 5- Foreign translation of C*Blade’s audited historical balance sheet

The following table reflects the audited balance sheet for C*Blade that has been translated to U.S. dollars using the exchange rate of approximately €1.21 to $1.00 as of December 31, 2014.

		C*Blade As Reported			C*Blade Translated
		Audited (EUR)			Audited (USD)
		as of December 31, 2014			as of December 31, 2014
ASSETS
Current assets:
	Cash and cash equivalents	€	1,022		$	1,238
	Accounts receivable, net	4,403			5,332
	Inventories, net	4,445			5,383
	Refundable income taxes	—			—
	Deferred income taxes	1,151			1,394
	Prepaid expenses and other current assets	511			619
Total current assets		11,532			13,966
Property and equipment, net		8,752			10,599
Intangible assets, net		108			131
Goodwill		6,597			7,989
Other assets		82			99
Total assets		€	27,071		$	32,784
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current maturities of long-term debt	€	2,162		$	2,618
	Short term debt	4,575			5,540
	Accounts payable	3,617			4,380
	Accrued liabilities	4,005			4,850
Total current liabilities		14,359			17,388
Long-term debt, net of current maturities		6,552			7,935
Deferred income taxes		634			768
Pension liability		448			543
Other long-term liabilities		139			168
Shareholders’ equity:
	Common stock	3,500			4,239
	Treasury shares	(443		)	(536		)
	Retained earnings	1,882			2,279
Total shareholders’ equity		4,939			5,982
Total liabilities and shareholders’ equity		€	27,071		$	32,784

Note 6- Pro forma adjustments for the consolidated statements of operations

The following is a summary of material adjustments for amounts reported in the unaudited pro forma consolidated statements of operations for the year ended September 30, 2014 and for the six months ended March 31, 2015 under the “Pro Forma Adjustments for the Transactions” column heading.

(a) Represents the following adjustments to interest expense:

	Pro forma adjustment for year ended September 30, 2014			Pro forma adjustment for the six months ended March 31, 2015
Pro forma interest expense:
New debt issuances
Interest expense on revolving credit facility (1)	$	785		$	392
Interest expense on term loan (1)	829			372
Revolver commitment fee (2)	17			9
Pre-existing debt
Adjustment to interest expense on secured and unsecured credit facilities (3)	5			(57		)
Pro forma non-cash interest expense:
Amortization of deferred financing costs revolving credit facility (4)	80			40
Retired debt:
Less historical interest expense on revolving credit facility	(148		)	(48		)
Less historical interest expense on term loan	(53		)	(60		)
Pro forma adjustment	$	1,515		$	648

1.) SIFCO financed the Acquisition in part by utilizing the new $20,000 term loan and drawing approximately $19,187 on its revolving credit facility. The term loan facility and revolving credit facility accrue interest at a variable rate of LIBOR plus a margin of 2.5%. Interest expense on the term loan also includes amortization of $322 of debt issuance costs. Actual interest rates may vary from those depicted in the pro forma amounts and a 1/8% variance in the interest rate would result in an approximately $49 and $25 change in income before income taxes for the year ended September 30, 2014 and six months ended March 31, 2015, respectively.

2.) Represents commitment fee on the $25,000 revolving credit facility payable quarterly in arrears. Per the credit agreement, an applicable commitment fee rate of 0.3% is applied on the undrawn amount of the revolving credit facility. The company intends to pay down the revolving credit facility with operating cash over the next eighteen months.

3.) Represents adjustments to interest expense attributable to the $99 fair value adjustment to C*Blade’s secured and unsecured credit facilities. See Note 7 - item (h) for additional information.

4.) Represents amortization of debt issuance costs of $402 on the $25,000 revolving credit facility.

(b) Represents a net adjustment for the differences in depreciation expense historically recorded and what would have been recorded during the same periods resulting from the increase in the estimated fair values of property, plant and equipment acquired due to purchase accounting.

	Historical		Impact of fair value adjustment			Pro forma depreciation for the year ended September 30, 2014
Depreciation expense	$	3,232	$	(387	)	$	2,845
	Historical		Impact of fair value adjustment			Pro forma depreciation for the six months ended March 31, 2015
Depreciation expense	$	1,643	$	(294	)	$	1,349

(c) Represents the elimination of historical C*Blade intangible asset amortization and the recording of pro forma amortization expense on the portion of the purchase price allocated to intangible assets

	Pro forma amortization for the year ended September 30, 2014			Pro forma amortization for the six months ended March 31, 2015
Pro forma amortization	$	872		$	436
Less: Historical amortization	(88		)	(40		)
Pro forma adjustment	$	784		$	396

Amortization expense has been calculated on a preliminary basis, using the straight-line method over the estimated useful life of intangible assets acquired. See useful lives at Note 7- item (d).

(d) Represents the tax effect of the pro forma adjustments, using a combined federal and state statutory tax rate of approximately 34.0% for the United States and an Italian statutory tax rate of approximately 31.4%.

(e) Represents transaction costs, including legal, accounting, valuation and other professional and consulting fees.

Note 7- Pro forma adjustments for the consolidated balance sheet

The following is a summary of material adjustments for amounts reported in the unaudited pro forma consolidated balance sheet as of March 31, 2015 under the “Pro Forma Adjustments for the Transactions” column heading.

(a) Represents the following adjustments to cash

	Pro forma adjustments to cash
	As of March 31, 2015
Purchase of equity (1)	$	(15,852	)
Net impact of additional financing (2)	21,273
New deferred financing costs (3)	(402		)
Transaction costs (4)	(1,900		)
Total pro forma adjustments to cash	$	3,119

(1) Represents purchase of equity as discussed at Note 3- item (a).

(2) Represents the net cash impact of additional financing to complete the acquisition including (i) $39,187 of new financing net of (ii) $17,575 to redeem pre-existing debt, (iii) $17 related to interest accrued and repaid in the Transactions and (iv) $322 of debt issuance costs which represent a reduction in proceeds attributable to the new term loan.

(3) Reflects legal costs and other deferred financing fees recorded in connection with the revolving credit facility.

(4) Represents transaction costs, including legal, accounting, valuation and other professional and consulting fees incurred subsequent to March 31, 2015.

(b) Represents adjustments to record the step-up inventory as a result of the Acquisition.

(c) The following table is a summary of the historical property, plant and equipment balances at March 31, 2015 and the estimated fair value adjustments and the estimated useful lives based upon a preliminary analysis performed by management:

	Historical		Pro forma adjustments			Fair value		Estimated useful life (in years)
Land	$	1,465	$	(915	)	$	550	N/A
Building and improvements, net	4,168		(172		)	3,996		5-40
Machinery and equipment, net	4,966		8,912			13,878		3-20
	$	10,599	$	7,825		$	18,424

(d) The following table is a summary of the historical intangible assets balance at March 31, 2015 and the estimated fair value adjustments and the estimated useful lives based upon a preliminary analysis performed by management:

	Historical			Pro forma adjustments		Fair value		Estimated useful life (in years)
Trade name	$	—		$	969	$	969	5
Customer relationships	—			2,906		2,906		10
Technology assets	243			1,695		1,938		5
	243			5,570		5,813
Accumulated amortization	(112		)	112		—
Total	$	131		$	5,682	$	5,813

(e) Goodwill is calculated as the difference between the fair value of the consideration transferred and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. The pro forma adjustment of $342 on represents the difference between the amount allocated to goodwill as a result of the Acquisition of $15,305 million and historical goodwill of $15,647.

(f) Represents (i) the elimination of C*Blade’s historical common stock, treasury shares and retained earnings as well as (ii) the impact of transaction costs, net of tax.

(g) Reflects the adjustment to deferred income tax assets and liabilities resulting from pro forma acquisition adjustments for the assets acquired and liabilities assumed. This estimate of deferred taxes is determined based on the excess book basis over the tax basis of the fair value pro forma adjustments attributable to the assets and liabilities acquired and assumed. The statutory tax rate was applied, as appropriate, to each adjustment based on the jurisdiction in which the adjustment occurred. For U.S. adjustments, a U.S. tax rate of 34.0% was used. For Italian adjustments, an Italian statutory rate of 31.4% was applied. This estimate of deferred income tax assets and liabilities is preliminary and is subject to change based upon management's final determination of the fair value of assets acquired and liabilities assumed by jurisdiction. The table below is a reconciliation of deferred tax balances from historical SIFCO and C*Blade balances to pro forma balances:

				Pro forma adjustments as of March 31, 2015
	Historical			Impact of fair value adjustment				Subtotal			Impact of transaction costs			Pro forma
Deferred tax asset	$	2,185		$	—			$	2,185		$	735	(i)	$	2,920
Deferred tax liability	(1,540		)	(4,321		)	(i)	(5,861		)	—			(5,861		)
Total	$	645		$	(4,321	)		$	(3,676	)	$	735		$	(2,941	)

i. To calculate the impact to the deferred tax liability for the fair value adjustments, an Italian statutory rate of 31.4% was used. To calculate the impact to the deferred tax liability for the transaction cost adjustments, a U.S. tax rate of 34.0% was used. Note certain of the costs relating to the Transactions may not be considered deductible for income tax purposes.

(h) Represents adjustments to reflect additional financing arrangements that were in place upon consummation of the Transactions.

	Historical		Repayment of indebtedness			Amount of new indebtedness		Impact of fair value adjustment			Pro forma
SIFCO:
Existing term loan facility	$	3,000	$	(3,000	)	$	—	$	—		$	—
Existing revolving credit facility	14,575		(14,575		)	—		—			—
New term loan facility	—		—			19,678		—			19,678
New revolving loan facility	—		—			19,187		—			19,187
C*Blade:
Secured credit facilities	2,618		—			—		119			2,737
Unsecured credit facilities	7,935		—			—		(218		)	7,717
Total	28,128		(17,575		)	38,865		(99		)	49,319
Current portion:
Term loan facility											2,857
Secured credit facilities											2,737
Current portion of long-term debt											5,594
Long-term portion:
Revolving credit facility											19,187
Term loan facility											16,821
Unsecured credit facilities											7,717
Long-term portion											43,725
Total pro forma											$	49,319

Pro forma adjustments to current maturities of long term debt include (i) debt issued of $2,857, (ii) less repayment of indebtedness of $2,000 and (iii) plus the impact of fair value adjustments on C*Blade debt of $119. Pro forma adjustments to long-term debt, net of current maturities, include (i) debt issued of $36,008, (ii) less repayment of indebtedness of $15,575 and (iii) less the impact of fair value adjustments on C*Blade debt of $218.

(i) Represents adjustments to reduce the current and long-term portions of deferred grant interest income assumed from C*blade to a fair value of zero.

(j) Represents pro forma adjustments to record (i) $402 in financing-related transaction fees that were incurred and capitalized in other assets (ii) less the impact of fair value adjustments on C*Blade debt of $86.