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) December 10, 2010

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):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

¨ 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

As previously reported in its Current Report on Form 8-K filed on December 14, 2010, SIFCO Industries, Inc. (“SIFCO”) announced that it completed the acquisition of the forging business and substantially all related operating assets from T&W Forge, Inc. (“TWF”). This 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 9.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Attached hereto as Exhibit 99.2 are the audited financial statements of TWF for its fiscal year ended October 31, 2009 and 2008, including Independent Auditor’s Report; Balance Sheets as of October 31, 2009 and 2008; Statements of Operations for the years ended October 31, 2009 and 2008; Statement of Changes in Shareholders’ Equity for the years ended October 31, 2009 and 2008; Statements of Cash Flows for the years ended October 31, 2009 and 2008; and Notes to Financial Statements.

Attached hereto as Exhibit 99.3 are the unaudited interim financial statements of TWF for its fiscal year ended October 31, 2010, including Condensed Balance Sheet as of October 31, 2010 and the Condensed Statement of Operations for the year ended October 31, 2010, Condensed Statement of Changes in Shareholders’ Equity for the years ended October 31, 2010; Condensed Statements of Cash Flows for the year ended October 31, 2010; and Notes to Condensed Financial Statements.

(b) Pro Forma Financial Statements

Attached hereto as Exhibit 99.4 are the Unaudited Pro Forma Combined Statements of Operations for SIFCO and TWF for the years ended September 30, 2010 and October 31, 2010, respectively, and for the three month period ended December 31, 2010.

(d) Exhibits - the following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit	Description
4.23 *	Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated December 10, 2010
10.14 *	Asset Purchase Agreement between T&W Forge, Inc and TWF Acquisition, LLC (a wholly-owned subsidiary of SIFCO Industries Inc.) dated December 10, 2010
99.1*	Press Release dated December 14, 2010 - SIFCO Industries, Inc. announces the acquisition of the forging business and related assets of T&W Forge, Inc.
99.2	Audited Financial Statements of T&W Forge, Inc. as of and for the years ended October 31, 2009 and 2008
99.3	Unaudited Interim Financial Statements of T&W Forge, Inc. as of and for the year ended October 31, 2010
99.4	Unaudited Pro Forma Combined Statements of Operations for SIFCO Industries, Inc. and T&W Forge, Inc. for the years ended September 30, 2010 and October 31, 2010, respectively, and for the three month period ended December 31, 2010

* Previously filed

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: February 11, 2011	/s/ Frank A. Cappello
	Frank A. Cappello
	Vice President – Finance and Chief Financial Officer
	(Principal Financial Officer)

EX-99.2

Exhibit 99.2

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of

T & W Forge, Inc.

We have audited the balance sheets of T & W Forge, Inc. (an S corporation) as of October 31, 2009 and 2008, and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of T & W Forge, Inc. as of October 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Brockman, Coats, Gedelian & Co.

January 13, 2010

T & W FORGE, INC.

BALANCE SHEETS

October 31, 2009 and 2008

	2009		2008
ASSETS
Current assets:
Cash	$	344,046	$	7,842
Accounts receivables, trade (net of allowance for doubtful accounts of approximately $19,000 on 2009 and 2008		1,471,038		2,100,057
Accounts receivable, related parties		—		10,894
Notes receivable, related parties		2,900,000		—
Inventories		2,315,539		2,142,205
Prepaid expenses and other assets		162,455		68,346
Total current assets		7,193,078		4,329,344
Property and equipment, net		872,587		1,157,396
Deposits		122,768		198,185
	$	8,188,433	$	5,684,925
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	300,000	$	300,000
Note payable, related party		—		750,000
Accounts payable		497,771		1,034,781
Accounts payable, related party		21,056		23,027
Accrued payroll and payroll taxes		212,018		206,222
Accrued expenses		529,547		488,947
Accrued expenses, related party		5,769		—
Current portion of accrued postretirement benefit obligation		8,446		9,027
Total current liabilities		1,574,607		2,812,004
Long-term debt, net of current maturities		650,000		950,000
Accrued postretirement benefit obligation, net of current portion		84,352		61,802
Total liabilities		2,308,959		3,823,806
Shareholders’ equity		5,879,474		1,861,119
	$	8,188,433	$	5,864,925

The accompanying notes are an integral part of these financial statements.

T & W FORGE, INC.

STATEMENTS OF OPERATIONS

for the years ended October 31, 2009 and 2008

	2009			% To Net Sales			2008			% To Net Sales
Net sales	$	17,391,531			100.0		$	15,141,153			100.0
Cost of goods sold		11,895,162			68.4			11,922,447			78.7
Gross profit		5,496,369			31.6			3,218,706			21.3
Selling and administrative expenses		850,584			4.9			863,851			5.7
Income from operations		4,645,785			26.7			2,354,855			15.6
Other income (expense):
Interest expense		(67,137	)		(0.4	)		(160,949	)		(1.1	)
Interest income		40,959			0.2			6,525			—
Management fees		(262,663	)		(1.5	)		(230,005	)		(1.5	)
Employee bonuses		(160,500	)		(0.9	)		(133,000	)		(0.9	)
Gain on sale of assets		1,025,000			5.9			108,439			0.7
Miscellaneous income		3,709			—			1,651			—
Total other income (expense), net		579,368			3.3			(407,339	)		(2.8	)
Net income	$	5,225,153			30.0		$	1,947,516			12.8

The accompanying notes are an integral part of these financial statements.

T & W FORGE, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

for the years ended October 31, 2009 and 2008

	* Common Stock				Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
	Shares		Amount
Balances, October 31, 2007		100	$	100,000	$	146,444	$	2,706,682		$	(50,247	)	$	2,902,879
Comprehensive income:
Net income		—		—		—		1,947,516			—			1,947,516
Actuarial postretirement gain		—		—		—		—			8,540			8,540
Amortization of postretirement liability from earlier periods		—		—		—		—			2,184			2,184
Total comprehensive income		—		—		—		1,947,516			10,724			1,958,240
Distributions to shareholders		—		—		—		(3,000,000	)		—			(3,000,000	)
Balances, October 31, 2008		100	$	100,000	$	146,444		1,654,198			(39,523	)		1,861,119
Comprehensive income:
Net income		—		—		—		5,225,153			—			5,225,153
Actuarial postretirement loss		—		—		—		—			(8,540	)		(8,540	)
Amortization of postretirement liability from earlier periods		—		—		—		—			1,742			1,742
Total comprehensive income (loss)		—		—		—		5,225,153			(6,798	)		5,218,355
Distributions to shareholders		—		—		—		(1,200,000	)		—			(1,200,000	)
Balances, October 31, 2009		100	$	100,000	$	146,444	$	5,679,351		$	(46,321	)	$	5,879,474

* T&W Forge, Inc. common stock, $100 stated value, 850 shares authorized.

The accompanying notes are an integral part of these financial statements.

T & W FORGE, INC.

STATEMENTS OF CASH FLOWS

for the years ended October 31, 2009 and 2008

	2009			2008
Cash flows from operating activities:
Cash received from customers	$	18,024,259		$	15,386,228
Cash paid to suppliers and employees		(12,890,107	)		(12,560,277	)
Cash paid to related parties, net		(567,012	)		(758,444	)
Interest paid		(62,169	)		(154,893	)
Interest paid to shareholders and related parties		(3,125	)		(11,750	)
Net cash provided by operating activities		4,501,846			1,900,864
Cash flows from investing activities:
Advances on notes receivable, related parties		(2,900,000	)		—
Proceeds from sale of property and equipment		1,100,000			108,439
Capital expenditures		(115,642	)		(584,704	)
Net cash used by investing activities		(1,915,642	)		(476,265	)
Cash flows from financing activities:
Repayment of line of credit		—			(241,312	)
Proceeds from long-tern debt		—			1,500,000
Repayment of long-term debt		(300,000	)		(283,334	)
Proceeds from note payable, related party		—			750,000
Repayment of note payable, related party		(750,000	)		(200,000	)
Distributions to shareholders’		(1,200,000	)		(3,000,000	)
Net cash used by financing activities		(2,250,000	)		(1,474,646	)
Net increase (decrease) in cash		336,204			(50,047	)
Cash, beginning of year		7,842			57,889
Cash, end of year	$	344,046		$	7,842
Supplemental disclosures:
Noncash financing transaction:
Actuarial postretirement gain (loss) and amortization of postretirement loss from prior periods	$	(6,798	)	$	10,724

The accompanying notes are an integral part of these financial statements.

T & W FORGE, INC.

STATEMENTS OF CASH FLOWS, Continued

for the years ended October 31, 2009 and 2008

	2009			2008
Reconciliation of net income to net cash provided by operating activities:
Net income	$	5,225,153		$	1,947,516
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		325,451			331,330
Gain from sale of assets		(1,025,000	)		(108,439	)
Decrease in accounts receivable, trade		629,019			243,424
(Increase) decrease in accounts receivable, related parties		10,894			(10,894	)
Increase in inventories		(173,334	)		(55,359	)
(Increase) decrease prepaid expenses and other assets		(94,109	)		59,445
(Increase) decrease in deposits		75,417			(115,875	)
Increase (decrease) accounts payable		(537,010	)		59,066
Decrease in accounts payable, related party		(1,971	)		(117,368	)
Increase (decrease) in accrued payroll and payroll taxes		5,796			(82,720	)
Increase (decrease) in accrued expenses		40,600			(212,273	)
Increase (decrease) in accrued expenses, related party		5,769			(44,477	)
Increase in accrued postretirement benefit obligations		15,171			7,488
Total adjustments		(723,307	)		(46,652	)
Net cash provided by operating activities	$	4,501,846		$	1,900,864

The accompanying notes are an integral part of these financial statements.

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

for the years ended October 31, 2009 and 2008

1. Summary of Significant Accounting Policies:

Nature of Business – The Company’s operations consist primarily of manufacturing metal forgings for the aerospace, power generation and heavy-duty truck and equipment industries. The majority of the Company’s business activity is with customers located within the United States.

Accounts Receivable – Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its assessment of the current status of individual accounts. Receivables are considered impaired if payments are not received in accordance with the contractual terms. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

The Company performs ongoing credit evaluations of customers and, generally, requires no collateral. The accounts receivable have been adjusted for all known uncollectible accounts with an allowance for doubtful accounts of $19,000 at October 31, 2009 and 2008.

Inventories – The Company values its inventories at the lower of cost or market with cost determined by the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method was used to value inventories, reported inventories would have increased by $325,325 and $394,754 at October 31, 2009 and 2008, respectively, and net income would have decreased by $69,429 in 2009 and increased by $85,053 in 2008.

Property and Equipment – Property and equipment are carried at cost. Major additions and improvements are charged to the property accounts while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are expensed currently. When property or equipment is retired or otherwise disposed of, the cost is removed from the asset account, accumulated depreciation or amortization is charged with an amount equivalent to the depreciation or amortization provided, and the difference is charged or credited to operations.

Depreciation – Depreciation has been provided using straight-line and accelerated methods for both financial statement and income tax reporting purposes.

Income Taxes – The Company, with the consent of its shareholders, has elected to be an S corporation under the provisions of the Internal Revenue Service. Under the provisions for an S corporation, the Company will not pay corporate income taxes on its taxable income. In lieu of corporate income taxes, the shareholders will be taxed on their proportionate share of the Company’s taxable income.

Statements of Cash Flows – For purposes of the statements of cash flows, cash includes cash on hand and demand deposits.

Advertising – The Company follows the policy of charging the costs of advertising to expense as incurred. No advertising expense was incurred in 2009 or 2008.

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS, Continued

for the years ended October 31, 2009 and 2008

1. Summary of Significant Accounting Policies, Continued:

Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While actual results could differ from those estimates, management does not expect those differences to be significant to the financial statements.

New Accounting Pronouncements – During 2009, the Company adopted the following new accounting pronouncement:

Fair Value Measurements establishes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This new standard results in expanded disclosures (see Note 7) of information related to the Company’s assets and liabilities that are reported at fair value.

Subsequent Events, although it does not change existing guidance on recognition and disclosure of subsequent events, it requires disclosure of the date through which the Company has evaluated subsequent events. Management of the Company has evaluated subsequent events through January 13, 2010, the date the financial statements were available to be issued.

2. Inventories:

Inventories consist of the following:

	2009			2008
Raw materials	$	1,702,218		$	1,388,030
Work-in-process		390,790			392,862
Finished goods		547,856			756,067
		2,640,864			2,536,959
Less LIFO reserve		(325,325	)		(394,754	)
	$	2,315,539		$	2,142,205

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS, Continued

for the years ended October 31, 2009 and 2008

3. Property and Equipment:

Property and equipment consist of the following:

	2009		2008
Leasehold improvements	$	20,859	$	20,859
Machinery and equipment		3,814,479		3,765,330
Office furniture and equipment		99,369		89,684
Computer software		70,777		70,777
Autos and trucks		6,909		—
Construction in progress		49,899		75,000
Total cost		4,062,292		4,021,650
Less accumulated depreciation		3,189,705		2,864,254
Property and equipment, net	$	872,587	$	1,157,396

4. Financing Arrangements:

The Company has a line of credit and a note payable under one loan and security agreement with a bank. Under the terms of the line of credit agreement, the Company can borrow the lesser of $3,000,000 or the borrowing base. The borrowing base was approximately $2,307,000 and $2,656,000 at October 31, 2009 and 2008, respectively. The agreement provides for a line of credit at the bank’s one month LIBOR plus 2.25% (one-month LIBOR was 0.24% at October 31, 2009) and is due on demand. Both the line of credit and the note are collateralized by substantially all assets of the Company and contain various restrictive covenants. There were no amounts outstanding on the line of credit at October 31, 2009 and 2008.

Long-term debt consists of the following at October 31:

	2009		2008
Note payable, bank, due in monthly installments through November, 2012 of $25,000 plus interest at prime (prime was 3.25% at October 31, 2009), collateralized by substantially all assets of the Company.	$	950,000	$	1,250,000
Less current maturities		300,000		300,000
	$	650,000	$	950,000

The Company had a promissory note with a related party totaling $750,000 at October 31, 2008 and bearing interest at 8.25% per annum. The note was repaid in full during 2009. Interest on these notes totaled $3,125 in 2009 and $10,375 in 2008.

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS, Continued

for the years ended October 31, 2009 and 2008

4. Financing Arrangements, Continued:

Aggregate maturities of long-term debt as of October 31, 2009 are as follows:

2010	$	300,000
2011		300,000
2012		300,000
2013		50,000
	$	950,000

Subsequent to October 31, 2009, the Company, in conjunction with Transue & Williams Stamping Co., Inc. and MC Machine LLC, related parties, entered into a new line of credit agreement with a bank. Joint borrowings available on the line total $8,000,000, subject to a borrowing base. Required payments on the line are interest only starting January 5, 2010, with total outstanding principal and interest due December 17, 2010. Interest is at the bank’s LIBOR rate plus 2.75%. Amounts outstanding on the lines of credit among the three entities totaled $1,332,000 at October 31, 2009. In addition, the term debt outstanding as of December 18, 2009 is now deemed to be payable by the Company and the related parties jointly. Total term debt among the three entities totaled $2,247,750 at October 31, 2009.

5. Related Party Transactions:

The Company is affiliated through common ownership with various corporations and partnerships. The Company has a management agreement with an affiliate for financial and managerial services and incurred related expenses totaling $262,663 in 2009 and $230,005 in 2008. The Company also leases its facilities under an operating lease from a related party as described in Note 8. Accounts payable with a related party totaled $21,056 and $23,027 as of October 31, 2009 and 2008, respectively. In addition, accrued expenses with a related party totaled $5,769 and $0 at October 31, 2009 and 2008, respectively. Accounts receivable with related parties totaled $0 and $10,894 as of October 31, 2009 and 2008, respectively.

Notes receivable from related parties totaled $2,900,000 at October 31, 2009 bearing interest at 5% per annum. Management expects the balances to be paid in full during 2010. There were no notes receivable from related parties at October 31, 2008.

Deposits totaled $21,590 at October 31, 2009 and 2008 for advances on behalf of another related party.

In addition, borrowings from related parties totaled $750,000 at October 31, 2008, which were repaid during 2009, as described in Note 4.

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS, Continued

for the years ended October 31, 2009 and 2008

6. Employee Benefit Plans:

The Company maintains a 401(k) savings and investment plan covering substantially all salaried employees. Under the terms of the plan, employees may voluntarily contribute a percentage of their compensation to the plan. Employer contributions made to this plan totaled $15,541 in 2009 and $16,865 in 2008.

In addition, the Company contributed $1.06 per hour worked for all union employees to a multi-employer pension plan. Contributions to this plan totaled $84,871 in 2009 and $95,859 in 2008.

The Company also maintains postretirement benefits for all hourly employees who retire between the ages of 63 and 65. These benefits include monthly disbursements directly to eligible retirees of $500 for families and $250 for individuals to help cover medical insurance expenses. These benefits are provided until the retiree reaches the age of 65.

The following sets forth the Plan’s status at October 31:

	2009		2008
Accumulated postretirement benefit obligation	$	92,798	$	70,829
Plan assets at fair value (unfunded plan)		—		—
Underfunded status	$	92,798	$	70,829

The following amounts are recognized in the balance sheets and the statements of changes in shareholders’ equity for 2009 and 2008.

Accrued postretirement benefit obligation:
Current portion	$	8,446		$	9,027
Long term portion		84,352			61,802
Total	$	92,798		$	70,829
Accumulated other comprehensive income:
Beginning balance	$	(39,523	)	$	(50,247	)
Actuarial postretirement plan gain (loss)		(8,540	)		8,540
Amortization of postretirement plan liability from earlier periods		1,742			2,184
Total	$	(46,321	)	$	(39,523	)

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS, Continued

for the years ended October 31, 2009 and 2008

6. Employee Benefit Plans, Continued:

The following table presents selected information on the Company’s postretirement plan:

	2009			2008
Discount rate		8	%		8	%
Benefits paid	$	—		$	6,000
Postretirement benefit expense	$	15,172		$	13,488
Amortization expense	$	1,742		$	2,184

Expected amortization expense for 2010 is $2,103.

Expected future benefit payments are as follows:

2010	$	8,446
2011		7,148
2012		7,821
2013		14,430
2014		14,481
Thereafter		54,469
	$	106,795

7. Fair Value Measurements:

During 2009, the Company adopted new accounting standards titled, Fair Value Measurements, which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the new accounting standards are as follows:

Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, including inputs in markets that are not considered to be active.

Level 3 – Inputs that are unobservable for the asset or liability.

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS, Continued

for the years ended October 31, 2009 and 2008

7. Fair Value Measurements, Continued:

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers other specific factors. The following section describes the valuation techniques used to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

Pension benefit obligation – Fair value of the pension benefit obligation is valued as a level 2 input, and is based on the actuarially-determined accumulated pension benefit obligation.

8. Lease Agreement:

The Company leases its office and plant facilities from a related party under an operating lease which is renewed annually. Under the terms of this lease agreement, the Company makes monthly rent payments of $30,000 and is responsible for all taxes and assessments on the property, insurance, utilities and repairs and maintenance. Rent expense under this lease totaled $360,000 for 2009 and 2008.

9. Major Customers:

Sales to two of the Company’s major customers accounted for approximately 62% of total sales in 2009 and 66% of total sales in 2008. Outstanding accounts receivable from these customers totaled $619,443 and $1,142,478 at October 31, 2009 and 2008, respectively.

10. Major Suppliers:

Purchases from two of the Company’s major suppliers accounted for approximately 78% of total purchases in 2009. Purchases from one of the Company’s major suppliers accounted for approximately 66% of total purchases in 2008. Amounts due to these suppliers included in accounts payable totaled $307,299 and $694,040 at October 31, 2009 and 2008, respectively.

11. Collective Bargaining Agreement:

All hourly production employees are covered by a collective bargaining agreement that expired during June, 2009 and is currently being renegotiated. Management expects to reach a new agreement during 2010.

T & W FORGE, INC.

NOTES TO FINANCIAL STATEMENTS, Continued

for the years ended October 31, 2009 and 2008

12. Concentration of Credit Risk:

The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management of the Company believes it is not exposed to any significant credit risk on its cash.

13. Litigation:

In the normal course of business, the Company is involved in routine legal matters that management intends to aggressively defend. Management believes the likelihood of any material adverse outcome to be remote.

EX-99.3

Exhibit 99.3

T & W FORGE, INC.

UNAUDITED CONDENSED BALANCE SHEET

October 31, 2010

ASSETS	2010
	(Unaudited)
Current assets:
Cash	$	1,535,072
Accounts receivables, trade (net of allowance for doubtful accounts of approximately $19,000)		1,258,510
Notes receivable, related parties		1,200,000
Inventories		2,094,854
Prepaid expenses and other assets		48,542
Total current assets		6,136,978
Property and equipment, net		797,046
Deposits		328,393
	$	7,262,417
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	300,000
Note payable, related party		—
Accounts payable		639,721
Accounts payable, related party		(3,828	)
Accrued payroll and payroll taxes		79,037
Accrued expenses		447,977
Accrued expenses, related party		3,541
Current portion of accrued postretirement benefit obligation		7,319
Total current liabilities		1,473,767
Long-term debt, net of current maturities		350,000
Accrued postretirement benefit obligation, net of current portion		67,138
Total liabilities		1,890,905
Shareholders’ equity		5,371,512
	$	7,262,417

The accompanying notes are an integral part of these financial statements.

T & W FORGE, INC.

UNAUDITED CONDENSED STATEMENT OF OPERATION

for the year ended October 31, 2010

	2010
	(Unaudited)
Net sales	$	16,349,030
Cost of goods sold		11,755,675
Gross profit		4,593,355
Selling and administrative expenses		929,107
Income from operations		3,664,248
Interest expense		(29,117	)
Interest income		70,667
Management fees		(249,772	)
Gain on sale of assets		5,000
Miscellaneous income		3,129
Total other income (expense), net		(200,093	)
Net income	$	3,464,155

The accompanying notes are an integral part of these unaudited condensed financial statements.

T & W FORGE, INC.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

for the year ended October 31, 2010

	* Common Stock				Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
	Shares		Amount
Balances, October 31, 2009		100	$	100,000	$	146,444	$	5,679,351		$	(46,321	)	$	5,879,474
Comprehensive income:
Net income		—		—		—		3,464,155			—			3,464,155
Actuarial postretirement gain		—		—		—		—			25,883			25,883
Amortization of postretirement liability from earlier periods		—		—		—		—			2,000			2,000
Total comprehensive income		—		—		—		3,464,155			27,883			3,492,038
Distributions to shareholders		—		—		—		(4,000,000	)		—			(4,000,000	)
Balances, October 31, 2010		100	$	100,000	$	146,444	$	5,143,506		$	(18,438	)	$	5,371,512

* T&W Forge, Inc. common stock, $100 stated value, 850 shares authorized.

The accompanying notes are an integral part of these unaudited condensed financial statements.

T & W FORGE, INC.

UNAUDITED CONDENSED STATEMENT OF CASHFLOWS

for the year ended October 31, 2010

	2010
	(Unaudited)
Cash flows from operating activities:
Net income	$	3,464,155
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		247,144
Changes in operating assets and liabilities:
Accounts receivable, trade		212,528
Inventories		220,685
Prepaid expenses and other assets		113,913
Deposits		(205,625	)
Accounts payable		141,950
Accrued payroll and payroll taxes		(132,981	)
Accrued expenses		(81,570	)
Other		(17,570	)
Net cash provided by operating activities		3,962,629
Cash flows from investing activities:
Advances on notes receivable, related parties		(1,200,000	)
Collection of notes receivable, related parties		2,900,000
Capital expenditures		(171,603	)
Net cash provided by investing activities		1,528,397
Cash flows from financing activities:
Repayment of long-term debt		(300,000	)
Distributions to shareholders		(4,000,000	)
Net cash used for financing activities		(4,300,000	)
Increase in cash and cash equivalents		1,191,026
Cash and cash equivalents at the beginning of the period		344,046
Cash and cash equivalents at the end of the period	$	1,535,072
Supplemental disclosure of cash flow information:
Actuarial postretirement gain and amortization of postretirement liability from earlier periods	$	27,883

The accompanying notes are an integral part of these unaudited condensed financial statements.

T & W FORGE, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

for the year ended October 31, 2010

1. Summary of Significant Accounting Policies

New Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06 to improve disclosures about fair value measurements, which amends the Accounting Standard Codification (“ASC”) related to fair value measurements and disclosures. This amendment to the ASC will add new requirements for disclosures about transfers into and out of fair value hierarchy Levels 1, 2 and 3 and separate disclosures about purchases, sales, issuances and settlements relating to fair value hierarchy Level 3 measurements. The ASU also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. Further, the ASU amends guidance on employers’ disclosure requirements for plan assets for defined benefit pensions and other postretirement benefit plans. Under the new guidance it is required that disclosures be provided by classes of assets instead of by major categories of assets. This ASU is effective for the first reporting period beginning after December 15, 2009, except for the requirement to provide fair value hierarchy Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which will be effective for fiscal years beginning on or after December 15, 2010, and for interim periods within those fiscal years.

In February 2010, the Financial Accounting Standards Board (“FASB”), issued an Accounting Standard Update (“ASU”) No. 2010-09, which addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures. The ASU (i) exempts entities that file their financial statements with the SEC from disclosing the date through which subsequent events procedures have been performed and (ii) clarifies the circumstances in which an entity’s financial statements would be considered restated and the entity would therefore be required to update its subsequent events evaluation. The guidance provided by the FASB became effective immediately upon issuance.

The FASB issued a technical amendment to employers’ disclosure requirement for plan assets for defined benefit pensions and other postretirement benefit plans, which is integrated into ASC 715-20-50, Compensation – Retirement Benefits – Defined Benefit Pension Plans – General Disclosure. The objective is to provide users of financial statements with an understanding of (i) how investment allocation decisions are made, (ii) major categories of plan assets held by the plans, (iii) how fair value of plan assets are measured, (iv) the effect of fair value measurements on changes in plan assets during a period and (v) significant concentrations of risk within plan assets.

2. Inventories:

Inventories consist of the following:

	2010
Raw materials	$	1,304,516
Work-in-process		661,803
Finished goods		453,860
		2,420,179
Less LIFO reserve		(325,325	)
	$	2,094,854

T & W FORGE, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS, Continued

for the year ended October 31, 2010

3. Financing Arrangements:

The Company is not aware of any non-compliance with its debt covenants as of October 31, 2010.

4. Related Party Transactions:

The Company leases its office and plant facilities from a related party under an operating lease which is renewed annually. Under the terms of this lease agreement, the Company makes monthly rent payments of $35,000 and is responsible for all taxes and assessments on the property, insurance, utilities and repairs and maintenance. Rent expense under this lease totaled $420,000 for 2010.

5. Employee Benefit Plan:

The Company maintains postretirement benefits for all hourly employees who retire between the ages of 63 and 65. The following table presents the components of net periodic pension benefit costs for the Company’s postretirement plan:

	2010
Service cost	$	5,618
Interest cost		5,453
Amortization of net (gain) loss		2,000
	$	13,071

6. Collective Bargaining Agreement:

All hourly production employees are covered by a collective bargaining agreement that expired in 2009. Management reached a new agreement during 2010.

EX-99.4

Exhibit 99.4

SIFCO Industries, Inc. and T&W Forge, Inc.

Unaudited Pro Forma Combined Financial Information

On December 10, 2010, SIFCO Industries, Inc. (“SIFCO”) acquired the forging business and substantially all of the operating assets of T&W Forge, Inc. (“TWF”). While SIFCO purchased the manufacturing machinery and equipment related to the business, it did not acquire the real property and, therefore, SIFCO entered into a below market, long-term lease arrangement to operate the facility and obtained an option to acquire the real property at a nominal price. The purchase price was approximately $22.7 million plus the assumption of certain current liabilities.

The Unaudited Pro forma Combined Statements of Operations give effect to the acquisition of TWF as if it had occurred as of the earliest presented date, October 1, 2009. The pro forma financial information is based on the historical financial statements of (i) SIFCO for its fiscal year ended September 30, 2010 and the quarter ended December 31, 2010 and (ii) TWF for its fiscal year ended October 31, 2010 and for the period from October 1, 2010 to December 10, 2010. The resulting Unaudited Pro Forma Combined Statements of Operations give effect to the transaction based on the assumptions and adjustments described in the accompanying notes.

The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information become available. The assets acquired and liabilities assumed have been recorded at their estimated fair market values based on a preliminary purchase price allocation.

The Unaudited Pro forma Combined Statements of Operations may not be indicative of the results that would have occurred if the combination had been in effect on the date indicated or the results which may be obtained in the future. The pro forma financial information should be read in conjunction with the audited financial statements of TWF included elsewhere in this filing, and the financial statements of SIFCO Industries, Inc. as contained in its Annual Report on Form 10-K for the year ended September 30, 2010 and its Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.

SIFCO Industries, Inc. and T&W Forge, Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended September 30, 2010

(Amounts in thousands, except per share data)

	Year Ended
	September  30, 2010 SIFCO Industries, Inc.			October  31, 2010 T&W Forge, Inc.			Pro Forma Adjustments					Pro Forma Combined
Net sales	$	83,270		$	16,349		$	—				$	99,619
Operating expenses:
Cost of goods sold		63,529			11,756			151		(a	)		75,436
Selling, general and administrative expenses		11,860			1,179			(368	)	(b	)		12,671
Amortization of intangibles		—			—			893		(c	)		893
Loss (gain) on disposal or impairment of operating assets		(34	)		(5	)		—					(39	)
Total operating expenses, net		75,355			12,930			676					88,961
Operating income		7,915			3,419			(676	)				10,658
Interest income		(57	)		(71	)		71		(d	)		(57	)
Interest expense		71			29			132		(e	)		232
Foreign currency exchange gain		(23	)		—			—					(23	)
Other income, net		(470	)		(3	)		—					(473	)
Income before income tax provision		8,394			3,464			(879	)				10,979
Income tax provision		3,032			—			931		(f	)		3,963
Net income	$	5,362		$	3,464		$	(1,810	)			$	7,016
Net income per share:
Basic	$	1.01										$	1.32
Diluted	$	1.00										$	1.31
Weighted-average number of common shares (basic)		5,300											5,300
Weighted-average number of common shares (diluted)		5,344											5,344

Notes to Unaudited Combined Pro forma Statement of Operations:

Note 1 - Certain historical amounts for TWF have been reclassified to be consistent with the presentation of SIFCO. The principal reclassification to the TWF historical statement of operations within the accompanying Unaudited Pro forma Combined Statement of Operations consists of the reclassification of management fees to selling, general and administrative expense ($250).

(a) To eliminate rent expense paid by TWF to an affiliate for the use of the manufacturing facility, which rent SIFCO is not required to pay ($420 reduction); to record the impact on cost of goods of inventory adjustments to fair value in purchase accounting ($247 increase); to reflect the impact, on compensation and benefits expense, of differences in personnel cost under SIFCO management ($38 net increase); and to record additional depreciation expense based on the straight-line depreciation method using useful lives of 3 to 20 years ($286 increase).

(b) To eliminate management fee expense paid by TWF to an affiliate, which fee SIFCO is not required to pay ($250 reduction); to reflect the impact, on compensation and benefits expense, of differences in personnel cost under SIFCO management ($60 reduction); and to remove certain local tax expenses accounted for in item (f) below ($58 reduction).

(c) To record amortization expense related to finite life, identifiable intangible assets that were established as a direct result of the acquisition of TWF based on the straight-line amortization method using estimated useful lives of two months to 10 years.

(d) To eliminate interest income earned by TWF on its cash balances, which were not included in the acquired assets.

(e) To eliminate interest expense ($29 reduction) charged to TWF on its borrowings, which were not included in assumed liabilities. To record interest expense ($161 increase) resulting from the debt incurred to finance a portion of the acquisition. The interest rate on $11.7 million of new debt under SIFCO’s revolving credit facility is assumed to be Libor plus 1.0%, or approximately 1.4% per annum.

(f) To provide income taxes on TWF’s income before income tax provision (TWF is a subchapter S corporation) and to adjust the income taxes provision for the effect of pro forma adjustments using a 36% effective tax rate.

SIFCO Industries, Inc. and T&W Forge, Inc.

Unaudited Pro Forma Combined Statement of Operations

For the Three Months Ended December 31, 2010

(Amounts in thousands, except per share data)

	Three Months Ended December 31, 2010
	SIFCO Industries, Inc. (1)			T&W Forge, Inc. (2)			Pro Forma Adjustments					Pro Forma Combined
Net sales	$	21,396		$	3,174		$	—				$	24,570
Operating expenses:
Cost of goods sold		16,421			2,075			(50	)	(a	)		18,446
Selling, general and administrative expenses		3,233			207			(64	)	(b	)		3,376
Amortization of intangibles		—			—			160		(c	)		160
Total operating expenses, net		19,653			2,282			46					21.982
Operating income		1,742			892			(46	)				2,588
Interest income		(22	)		(15	)		15		(d	)		(22	)
Interest expense		20			3			37		(e	)		(60	)
Foreign currency exchange gain		4			—			—					4
Other income, net		(117	)		—			—					(117	)
Income before income tax provision		1,857			904			(98	)				2,663
Income tax provision		651			—			290		(f	)		941
Net income	$	1,206		$	904		$	(388	)			$	1,722
Net income per share:
Basic	$	0.23										$	0.33
Diluted	$	0.23										$	0.33
Weighted-average number of common shares (basic)		5,259											5,259
Weighted-average number of common shares (diluted)		5,290											5,290

(1) SIFCO Industries, Inc.’s operating results include results of the acquired business from December 11, 2010 through December 31, 2010.

(2) T&W Forge, Inc.’s operating results are through December 10, 2010.

Notes to Unaudited Combined Pro forma Statement of Operations:

Note 1 - Certain historical amounts for TWF have been reclassified to be consistent with the presentation of SIFCO. The principal reclassification to the TWF historical statement of operations within the accompanying Unaudited Pro Forma Combined Statement of Operations consists of the reclassification of management fees to selling, general and administrative expense ($54).

(a) To eliminate rent expense paid by TWF to an affiliate for the use of the manufacturing facility, which rent SIFCO is not required to pay ($105 reduction); to reflect the impact, on compensation and benefits expense, of differences in personnel cost under SIFCO management ($10 net increase); and to record additional depreciation expense based on the straight-line depreciation method using useful lives of 3 to 20 years ($46 increase).

(b) To eliminate management fee expense paid by TWF to an affiliate, which fee SIFCO is not required to pay ($54 reduction); to reflect the impact, on compensation and benefits expense, of differences in personnel cost under SIFCO management ($15 reduction); and to remove certain local tax expenses accounted for in item (f) below ($5 reduction).

(c) To record amortization expense related to finite life, identifiable intangible assets that were established as a direct result of the acquisition of TWF based on the straight-line amortization method using estimated useful lives of 5 to 10 years.

(d) To eliminate interest income earned by TWF on its cash balances, which were not included in the acquired assets.

(e) To eliminate interest expense ($3 reduction) charged to TWF on its borrowings, which were not included in assumed liabilities. To record interest expense ($40 increase) resulting from the debt incurred to finance a portion of the acquisition. The interest rate on $11.7 million of new debt under SIFCO’s revolving credit facility is assumed to be Libor plus 1.0%, or approximately 1.4% per annum.

(f) To provide income taxes on TWF’s income before income tax provision (TWF is a subchapter S corporation) and to adjust the income taxes provision for the effect of pro forma adjustments using a 36% effective tax rate.