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) June 8, 2007

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 June 8, 2007, SIFCO Industries, Inc. (“SIFCO”) and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), completed the sale of its industrial turbine engine component repair business and certain related assets to PAS Technologies Inc., which is based in the United States (“PAS”). PAS completed the acquisition through a wholly-owned Irish subsidiary named PAS Turbines Ireland. The industrial turbine engine component repair business was operated in SIFCO’s Cork, Ireland facility. Proceeds from the sale of the business and certain related assets, before third party transaction charges, are approximately $5.0 million payable in cash. Of the $5.0 million of proceeds, $0.9 million remained in escrow at closing subject to the satisfaction of certain post closing requirements. SIFCO Turbine will retain ownership of the Cork, Ireland facility (subject to a long-term lease arrangement with PAS Turbines Ireland) and substantially all existing liabilities of the business. SIFCO has agreed to guarantee the performance by SIFCO Turbine of all of its obligations under the Agreement.

As a result of this transaction, SIFCO will no longer maintain a turbine engine component repair operation in Ireland, but will continue to own real estate subject to a long-term lease arrangement .

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.

(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: June 12, 2007	/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 June 8, 2007 the Company and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), completed the sale of the its industrial turbine engine component repair business (“Industrial”) and certain related assets to PAS Technologies Inc. (“PAS”). PAS completed the acquisition through a wholly-owned Irish subsidiary PAS Turbines Ireland. On May 10, 2006 the Company and 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, the Industrial and Large Aero businesses were both operated in portions of two facilities located in Cork, Ireland, one of which was sold to SRT as part of the Large Aero sale in 2006 and the other is being leased to PAS in conjunction with the Industrial sale. This divestiture of Large Aero in 2006 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. Combined, the Industrial and Large Aero businesses constitute essentially all of SIFCO Turbine’s operations.

The accompanying unaudited pro forma consolidated statement of operations for the year ended September 30, 2006, gives effect to the divestitures of both Industrial in 2007 and Large Aero in 2006 as if the divestitures had occurred on the first day of the period presented. The unaudited pro forma consolidated statement of operations 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 the 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 statement of operations; and

• 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, 2006 and the Company’s quarterly report on Form 10-Q for the six month period ended March 31, 2007.

The Company’s historical consolidated financial statements and notes included in the Company’s quarterly report on Form 10-Q for the six month period ended March 31, 2007 reflect the impact of Industrial and Large Aero in loss from discontinued operations, as more fully explained in Note 10 to such financial statements.

The Company’s unaudited condensed consolidated balance sheet as of March 31, 2007 reflects the Industrial assets that were sold by presenting such assets as held for sale.

SIFCO Industries, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
Year Ended September 30, 2006

				Pro Forma
	September 30,			Industrial and					September 30, 2006
	2006			Large Aero (A)					Pro Forma
Net sales	$	86,989		$	18,383		(B	)	$	68,606
Cost of goods sold		77,390			19,728		(C	)		57,662
Selling, general and administrative expenses		13,519			2,414		(D	)		11,105
Loss (Gain) on disposal of operating assets		(4,352	)		(4,442	)	(E	)		90
Total operating expenses		86,557			17,700					68,857
Operating income (loss)		432			683					(251	)
Interest income		(124	)		(111	)	(F	)		(13	)
Interest expense		183			145		(G	)		38
Foreign currency exchange gain, net		(144	)		(149	)	(H	)		5
Other income, net		(978	)		(732	)	(I	)		(246	)
Income (loss) before income tax provision		1,495			1,530					(35	)
Income tax provision		535			521		(J	)		14
Net income (loss)	$	960		$	1,009				$	(49	)
Net income (loss) per share (basic)	$	0.18		$	0.19				$	(0.01	)
Net income (loss) per share (diluted)	$	0.18		$	0.19				$	(0.01	)
Weighted-average number of common shares (basic)		5,222			5,222					5,222
Weighted-average number of common shares (diluted)		5,227			5,227					5,227

See notes to unaudited pro forma consolidated statement of operations.

SIFCO Industries, Inc
Notes to Unaudited Pro Forma Consolidated Statement of Operations

A.	These adjustments remove the impact of the Industrial and Large Aero portions of the Company’s turbine engine component repair business from the Company’s consolidated statement of operations.
B.	Adjustment to remove from the Company’s consolidated statement of operations the net sales related to Industrial and Large Aero customers.
C.	Adjustment to remove from the Company’s consolidated statement of operations cost of goods sold related to Industrial and Large Aero portions of the Company’s turbine engine component repair business.
D.	Adjustment to remove from the Company’s consolidated statement of operations selling, general and administrative expenses related to the Industrial and Large Aero portions of the Company’s turbine engine component repair business.
E.	Adjustment to remove from the Company’s consolidated statement of operations gain on disposal of operating assets related to the Industrial and Large Aero portions of the Company’s turbine engine component repair business.
F.	Adjustment to remove from the Company’s consolidated statement of operations interest income related to the Industrial and Large Aero portions of the Company’s turbine engine component repair business.
G.	Adjustment to remove from the Company’s consolidated statement of operations interest expense related to the Industrial and Large Aero portions of the Company’s turbine engine component repair business.
H.	Adjustment to remove from the Company’s consolidated statement of operations foreign currency exchange gain related to the Industrial and Large Aero portions of the Company’s turbine engine component repair business.
I.	Adjustment to remove from the Company’s consolidated statement of operations other income related to the Industrial and Large Aero portions of the Company’s turbine engine component repair business.
J.	Adjustment to remove from the Company’s consolidated statement of operations income tax provision related to the Industrial and Large Aero portions of the Company’s turbine engine component repair business.