8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – August 5, 2016

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 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))

Item 2.02 Results of Operations and Financial Condition,

On August 9, 2016, SIFCO Industries, Inc., (“SIFCO” or “Company”) issued a press release announcing its financial results for its third fiscal quarter ended June 30, 2016. A copy of this press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

Effective August 5, 2016, SIFCO Industries, Inc. (“SIFCO” or “Company”), entered into its first amendment to its existing credit agreement (“the Credit Agreement Amendment”) with KeyBank. Under the Company's Credit Agreement, the Company is subject to certain customary covenants. These include, without limitation, covenants that require maintenance of certain specified financial ratios, including the Company to not exceed a maximum debt to EBITDA ratio and to maintain a minimum fixed charge coverage ratio. The Company has entered into the Credit Agreement Amendment with its lender to waive its compliance with loan covenants as of June 30, 2016 and to amend its financial covenants for future periods. The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment attached to this Form 8-K as Exhibit 4.1 and incorporated herein by reference.

The information contained in this item and in the accompanying exhibit shall not be deemed filed by SIFCO Industries, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that SIFCO Industries, Inc. specifically incorporates it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1 First Amendment to Credit Agreement among KeyBank and SIFCO Industries, Inc. (and subsidiaries) dated August 5, 2016.

99.1 Earnings Press Release dated August 9, 2016.

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: August 9, 2016
	/s/ Salvatore Incanno
	Salvatore Incanno
	Vice President – Finance and Chief Financial Officer
	(Principal Financial Officer)

EX-4.1

FIRST AMENDMENT AGREEMENT

This FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of the 5^th day of August, 2016 among:

(a)    SIFCO INDUSTRIES, INC., an Ohio corporation (the “Borrower”);

(b)    the Lenders, as defined in the Credit Agreement, as hereinafter defined; and

(c)    KEYBANK NATIONAL ASSOCIATION, as the administrative agent for the Lenders under the Credit Agreement (the “Administrative Agent”).

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Credit and Security Agreement, dated as of June 26, 2015 (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”);

WHEREAS, the Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof;

WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and

WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree as follows:

1.    Amendment to Financial Covenants. Section 5.7 of the Credit Agreement is hereby amended to delete subsections (a) and (b) therefrom and to insert in place thereof, respectively, the following:

(a)    Leverage Ratio. The Borrower shall not suffer or permit at any time the Leverage Ratio to exceed (i) 4.00 to 1.00 on September 30, 2016 through December 30, 2016, (ii) 2.75 to 1.00 on December 31, 2016 through September 29, 2017, and (iii) 2.50 to 1.00 on September 30, 2017 and thereafter.

(b)    Fixed Charge Coverage Ratio. The Borrower shall not suffer or permit at any time the Fixed Charge Coverage Ratio to be less than (i) 1.00 to 1.00 on September 30, 2016 through December 30, 2016, and (ii) 1.20 to 1.00 on December 31, 2016 and thereafter.

2.    Waiver of Specific Defaults. The Borrower has notified the Administrative Agent and the Lenders that Borrowers have failed to comply with (a) the financial covenant set forth in Section 5.7(a) (Leverage Ratio) of the Credit Agreement for the fiscal quarter ended June 30, 2016,

and (b) the financial covenant set forth in Section 5.7(b) (Fixed Charge Coverage Ratio) of the Credit Agreement for the fiscal quarter ended June 30, 2016 (collectively, the “Violations”). The Borrower has requested that the Administrative Agent and the Lenders waive the Defaults or Events of Default that exist solely by virtue of the Violations. The Administrative Agent and the Lenders hereby waive the aforesaid Defaults or Events of Default on the conditions that, after giving effect to the terms of this Amendment, no Default or Event of Default shall exist under the Credit Agreement or any other Loan Document. This Amendment shall serve as evidence of such waiver. The Borrower agrees with the Administrative Agent and the Lenders that (i) the waiver granted herein applies only to the Violations that relate to the periods set forth in this Section 2 and to no other period, (ii) except with respect to the limited waiver granted herein specifically relating to the Violations, the Administrative Agent and the Lenders shall not be under any obligation to forbear from exercising any of their rights or remedies upon the occurrence of any Default or Event of Default, and (iii) the Administrative Agent and the Lenders have not established any course of dealing with respect to such waiver or otherwise that is inconsistent with the express terms of the Credit Agreement and the other Loan Documents. The waiver requested by the Borrower and granted by the Administrative Agent and the Lenders hereunder relates solely to the items specifically set forth in this Section 2. No further waiver has been requested or granted.

3.    Closing Deliveries. Concurrently with the execution of this Amendment, the Borrower shall:

(a)    execute and deliver to the Administrative Agent, for its sole benefit, the First Amendment Administrative Agent Fee Letter, and pay to the Administrative Agent the fees stated therein;

(b)    cause each Guarantor of Payment to execute the attached Guarantor Acknowledgment and Agreement; and

(c)    pay all legal fees and expenses of the Administrative Agent in connection with this Amendment and any other Loan Documents.

4.    Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with the Organizational Documents of the Borrower or any material law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against the Borrower; (d) except as waived herein, no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is

true and correct in all material respects as of such earlier date); (f) the Borrower is not aware of any claim or offset against, or defense or counterclaim to, the Borrower’s obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium and similar laws and by equitable principles, whether considered at law or in equity.

5.    No Course of Dealing. The Borrower acknowledges and agrees that this Amendment is not intended to, nor shall it, establish any course of dealing with respect to the various provisions amended herein, or otherwise, among the Borrower, the Administrative Agent and the Lenders that is inconsistent with the express terms of the Loan Documents.

6.    References to Credit Agreement and Ratification. Each reference to the Credit Agreement that is made in the Credit Agreement or any other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as otherwise specifically provided herein, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

7.    Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

8.    Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

9.    Severability. Any provision of this Amendment that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

10.    Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of laws.

[Remainder of page intentionally left blank.]

12005353.3

JURY TRIAL WAIVER. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE ABILITY OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment in Cleveland, Ohio as of the date first set forth above.

SIFCO INDUSTRIES, INC.

By: /s/ Salvatore Incanno

Salvatore Incanno

Vice President and Chief Financial Officer

KEYBANK NATIONAL ASSOCIATION

   as the Administrative Agent and as a Lender

By: /s/ Thomas J. Evans

Thomas J. Evans

Vice President

Signature Page to

First Amendment Agreement

GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

The undersigned consent and agree to and acknowledge the terms of the foregoing First Amendment Agreement dated as of August 5, 2016. The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby.

The undersigned hereby waive and release the Administrative Agent and the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned are aware or should be aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTOR ACKNOWLEDGMENT AND AGREEMENT, THE AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE ABILITY OF THE ADMINISTRATIVE AGENT AND LENDERS TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, LENDERS AND THE UNDERSIGNED.

GENERAL ALUMINUM FORGINGS, LLC

T & W FORGE, LLC

QUALITY ALUMINUM FORGE, LLC

By:/s/ Salvatore Incanno

Salvatore Incanno

Treasurer

Signature Page to

Guarantor Acknowledgment and Agreement

EX-99.1

SIFCO Industries, Inc. (“SIFCO”) Announces

Third Quarter Fiscal 2016 Financial Results

Cleveland - SIFCO Industries, Inc. (NYSE MKT: SIF) today announced financial results for its third quarter of fiscal 2016, which ended June 30, 2016.

Third Quarter

• Net sales from continuing operations in the third quarter fiscal 2016 increased 8.0% to $31.0 million, compared to $28.7 million in the third quarter fiscal 2015.

• Loss from continuing operations before income tax provision in third quarter fiscal 2016 was $2.1 million compared with loss of $1.5 million in third quarter fiscal 2015.

• Net loss for the third quarter fiscal 2016 was $1.1 million, or $0.19 per diluted share, compared with loss of $1.0 million, or $0.19 per diluted share, in third quarter fiscal 2015.

First Nine Months

• Net sales from continuing operations in the first nine months of fiscal 2016 increased 18.8% to $87.2 million, compared to $73.4 million in the comparable period in fiscal 2015.

• Loss from continuing operations before income tax provision in the first nine months of fiscal 2016 was $7.2 million compared with a loss of $4.6 million in the comparable period in fiscal 2015.

• Loss from continuing operations in the first nine months of fiscal 2016 was $3.9 million, or $0.72 per diluted share, compared with loss of $3.2 million, or $0.45 per diluted share, in the comparable period in fiscal 2015.

New CEO Peter Knapper stated, “My first 40 days here at SIFCO have been very busy as I've visited all of our locations and met with the leadership teams and their direct reports. I am excited to be working with this talented group of professionals and look forward to helping the SIFCO team leverage our strengths and capabilities to create greater value for our customers, associates, and shareholders."

Mr. Knapper continued, "SIFCO's third quarter results were below our expectations and our capabilities. We continued to be challenged by a soft market in Europe as well as throughput constraints here in the U.S. Our order backlog remains strong, but we have to improve our on-time delivery. Our top priority is the customer. We must be committed to delivering quality products, on-time within a safe working environment. The management team will be focusing on removing the barriers that keep us from processing product through our plants efficiently and effectively and we are already working to develop a culture that will allow us to react quickly to changes in market conditions.

Again, I'm excited to be part of the SIFCO team and look forward to reporting much better results in the future."

Forward-Looking Language

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions, competition and other uncertainties detailed from time to time in the Company's Securities and Exchange Commission filings.

The Company's Form 10-K for the year ended September 30, 2015 can be accessed through its website: www.sifco.com, or on the Securities and Exchange Commission's website: www.sec.gov.

The Company is engaged in the production of forgings and machined components primarily in the Aerospace and Energy markets. The processes and services and services include heat-treating and machining. The Company operates under one segment.

Third Quarter Ended June 30

(Amounts in thousands, expect per share data)

	Three Months Ended   June 30,						Nine Months Ended   June 30,
	2016			2015			2016			2015
Net sales	$	31,004		$	28,717		$	87,240		$	73,412
Cost of goods sold	28,009			23,750			78,574			61,742
Gross profit	2,995			4,967			8,666			11,670
Selling, general and administrative expenses	4,157			5,863			12,907			14,793
Amortization of intangible assets	633			520			1,961			1,560
Loss on disposal of operating assets	—			61			32			63
Operating loss	(1,795		)	(1,477		)	(6,234		)	(4,746		)
Interest income	(9		)	(3		)	(41		)	(10		)
Interest expense	428			83			1,273			191
Foreign currency exchange (gain) loss, net	(8		)	109			27			52
Other income, net	(107		)	(180		)	(322		)	(394		)
Loss from continuing operations before income tax benefit	(2,099		)	(1,486		)	(7,171		)	(4,585		)
Income tax benefit	(1,049		)	(479		)	(3,224		)	(1,373		)
Loss from continuing operations	(1,050		)	(1,007		)	(3,947		)	(3,212		)
Income from discontinued operations, net of tax	—			—			—			736
Net loss	$	(1,050	)	$	(1,007	)	$	(3,947	)	$	(2,476	)
Loss per share from continuing operations
Basic	$	(0.19	)	$	(0.19	)	$	(0.72	)	$	(0.59	)
Diluted	$	(0.19	)	$	(0.19	)	$	(0.72	)	$	(0.59	)
Income per share from discontinued operations, net of tax
Basic	$	—		$	—		$	—		$	0.14
Diluted	$	—		$	—		$	—		$	0.14
Net loss per share
Basic	$	(0.19	)	$	(0.19	)	$	(0.72	)	$	(0.45	)
Diluted	$	(0.19	)	$	(0.19	)	$	(0.72	)	$	(0.45	)
Weighted-average number of common shares (basic)	5,466			5,448			5,460			5,435
Weighted-average number of common shares (diluted)	5,466			5,454			5,460			5,449

____________________________________________________________________________________________________

Contacts

SIFCO Industries, Inc.

Salvatore Incanno, 216-881-8600

www.sifco.com