8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   May 10, 2006  

  SIFCO Industries, Inc.  

(Exact name of registrant as specified in its charter)

Ohio	1-5978	34-0553950
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

970 East 64th Street, Cleveland Ohio	44103
(Address of principal executive offices)	(Zip Code)

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

(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 communication pursuant to Rule 245 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))

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposal of Assets

On May 10, 2006 the Company and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), completed the sale of the large aerospace portion of its turbine engine component repair business and certain related assets to SR Technics, which is based in Zurich, Switzerland (“SRT”), through a wholly-owned Irish subsidiary named SR Technics Airfoil Services Limited. Historically, the large aerospace portion of SIFCO Turbine’s turbine engine component repair business was operated in portions of two facilities located in Cork, Ireland, one of which was sold as part of the transaction along with certain inventory, machinery and equipment, and intellectual property. Net proceeds from the sale of the business and certain related assets, after approximately $0.8 million of third party transaction charges, are anticipated to be $9.0 million, paid in cash, and the assets that were sold had a net book value of approximately $4.4 million, of which approximately $3.4 million were classified as assets held for sale and $1.0 million was classified as inventory at March 31, 2006. Of the $9.0 of net proceeds, $1.4 million remained in escrow at closing subject to the final satisfaction of certain post closing obligations. SIFCO Turbine retains substantially all existing liabilities of the business and the Company has guaranteed the performance by SIFCO Turbine of all of its obligations under an applicable asset purchase agreement.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) is included in Exhibit 99.1 to this Form 8-K/A.

(c) Exhibits — 99.1 Pro Forma Financial Information

SIGNATURES

Pursuant to the requirements of the Securities and 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 21, 2006	/s/ Frank A. Cappello
	Frank A. Cappello Vice President – Finance and Chief Financial Officer (Principal Financial Officer)

EX-99.1

Exhibit 99.1

SIFCO Industries, Inc.
Unaudited Pro Forma Consolidated Condensed Financial Statements

On May 10, 2006 the Company and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), completed the sale of the large aerospace portion of its turbine engine component repair business and certain related assets (“Large Aero”) to SR Technics Airfoil Services Limited, a subsidiary of SR Technics (“SRT”). Historically, Large Aero was operated in portions of two facilities located in Cork, Ireland, one of which was sold as part of the transaction. This divestiture did not consist of the sale of a discrete, self-contained business unit, but instead consisted of the sale of certain assets and operations that represented a “carved-out” portion (large aerospace only) of the Company’s turbine engine component repair business.

The cash flows of Large Aero cannot be clearly distinguished operationally, or for financial reporting purposes, from the rest of SIFCO Turbine’s operations. While Large Aero revenues can be clearly distinguished from the rest of SIFCO Turbine’s operations, the costs related to such revenues cannot be clearly distinguished. The inability to distinguish these costs arises from the commingling of cost inherent in SIFCO Turbine’s operation of the Large Aero business in portions of two facilities, in which two facilities SIFCO Turbine also conducts its retained operations. Consequently, Large Aero does not represent a component of an entity as defined by SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” and the results of operations of Large Aero cannot be reported in discontinued operations in accordance with that standard. Accordingly, in order to compile the accompanying pro forma financial information, it was necessary for the Company to allocate certain operating costs between (i) Large Aero and (ii) the portion of SIFCO Turbine’s operations that it has retained. Further, in allocating such costs, it was necessary for the Company to make certain arbitrary assumptions related to the operation of SIFCO Turbine’s business and therefore the allocated costs, based on such arbitrary assumptions, may not reflect the actual costs that SIFCO Turbine would have incurred had Large Aero been operated in a single facility.

The unaudited consolidated condensed balance sheet as of June 30, 2006 that was included in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2006 reflects the effect of the divestiture of Large Aero. The accompanying unaudited pro forma consolidated condensed statements of operations for the year ended September 30, 2005 and the nine month period ended June 30, 2006, give effect to the divestiture of Large Aero as if it had occurred on the first day of the periods presented. The unaudited pro forma consolidated condensed financial information is (i) provided for informational purposes only and is not necessarily indicative of the results that would have occurred if the divestiture had occurred on the first day of each period presented, (ii) should not be construed as reflecting management’s views of the likely future operating results of the Company, and (iii) should be read in conjunction with:

• The accompanying notes to the unaudited pro forma consolidated condensed financial information;

• The Company’s historical consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the year ended September 30, 2005; and

• The Company’s historical consolidated financial statements and notes included in the Company’s quarterly report on Form 10-Q for the nine month period ended June 30, 2006.

SIFCO Industries, Inc.
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the Fiscal Year ended September 30, 2005

				Pro Forma			September
	September			Large Aero			30, 2005
	30, 2005			(A)			Pro Forma
Net sales	$	80,968		$	20,616	(B)	$	60,352
Cost of goods sold		74,515			18,118	(C)		56,397
Selling, general and administrative expenses		12,212			1,543	(D)		10,669
Total operating expenses		86,727			19,661			67,066
Operating income (loss)		(5,759	)		955			(6,714	)
Interest income		(77	)		—			(77	)
Interest expense		387			—			387
Foreign currency exchange gain, net		(48	)		—			(48	)
Other income, net		(6,877	)		—			(6,877	)
Income (loss) before income tax provision		856			955			(99	)
Income tax provision		1,052			325	(E)		727
Net income (loss)	$	(196	)	$	630		$	(826	)
Net income (loss) per share (basic)	$	(0.04	)	$	0.12		$	(0.16	)
Net income (loss) per share (diluted)	$	(0.04	)	$	0.12		$	(0.16	)
Weighted-average number of common shares (basic)		5,224			5,224			5,224
Weighted-average number of common shares (diluted)		5,228			5,228			5,228

See notes to unaudited pro forma consolidated condensed financial statements.

SIFCO Industries, Inc.
Unaudited Pro Forma Consolidated Condensed Statement of Operations
For the Fiscal Nine Months ended June 30, 2006

				Pro Forma			June 30,
	June 30,			Large Aero			2006
	2006			(A)			Pro Forma
Net sales	$	66,650		$	9,297	(B)	$	57,353
Cost of goods sold		58,764			8,993	(C)		49,771
Selling, general and administrative expenses		10,124			956	(D)		9,168
Gain on disposal of operating assets		(3,204	)		—			(3,204	)
Total operating expenses and other		65,684			9,949			55,735
Operating income (loss)		966			(652	)		1,618
Interest income		(56	)		—			(56	)
Interest expense		158			—			158
Foreign currency exchange gain, net		(152	)		—			(152	)
Other income, net		(915	)		—			(915	)
Income (loss) before income tax provision		1,931			(652	)		2,583
Income tax provision (benefit)		699			(222	)(E)		921
Net income (loss)	$	1,232		$	(430	)	$	1,662
Net income (loss) per share (basic)	$	0.24		$	(0.08	)	$	0.32
Net income (loss) per share (diluted)	$	0.24		$	(0.08	)	$	0.32
Weighted-average number of common shares (basic)		5,222			5,222			5,222
Weighted-average number of common shares (diluted)		5,226			5,226			5,226

See notes to unaudited pro forma consolidated condensed financial statements.

SIFCO Industries, Inc
Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements

A. These adjustments remove the impact of the Large Aero portion of SIFCO Turbine’s turbine engine component repair business from the Company’s consolidated financial statements.

B. Adjustment to remove the net sales related to Large Aero customers.

C. Adjustment to remove from the Company’s consolidated financial statements the estimated manufacturing and repair expenses that were deemed to be eliminated as a result of divesting the Large Aero portion of the Company’s turbine engine component repair business.

D. Adjustment to remove from the Company’s consolidated financial statements the estimated selling, general and administrative expenses that were deemed to be eliminated as a result of divesting the Large Aero portion of the Company’s turbine engine component repair business.

E. To reflect the income tax effect, using s 34% U.S. federal statutory rate, related to the Company’s income (loss) and the net pro forma adjustments to income (loss).