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) October 28, 2011

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 November 1, 2011, SIFCO Industries, Inc. (“SIFCO”) announced that it completed the acquisition of the forging business and substantially all related operating assets from GEL Industries, Inc. (DBA Quality Aluminum Forge) (“QAF”), located in Orange, California. 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 QAF for its fiscal year ended December 31, 2010, including Independent Auditor’s Report; Balance Sheet as of December 31, 2010; Statement of Operations for the year ended December 31, 2010; Statement of Changes in Shareholders’ Equity for the year ended December 31, 2010; Statement of Cash Flows for the year ended December 31, 2010; and Notes to Financial Statements.

Attached hereto as Exhibit 99.3 are the unaudited interim financial statements of QAF for its nine months ended September 30, 2011, including Condensed Balance Sheet as of September 30, 2011 and the Condensed Statement of Operations for the nine months ended September 30, 2011, Condensed Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2011; Condensed Statement of Cash Flows for the nine months ended September 30, 2011; and Notes to Condensed Financial Statements.

(b) Pro Forma Financial Statements

Attached hereto as Exhibit 99.4 is the Unaudited Pro Forma Combined Statement of Operations for SIFCO and QAF for the year ended September 30, 2011.

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

Exhibit	Description
4.2*	First Amendment and Joinder to Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated October 28, 2011, filed as exhibit 4.2 of the Company’s Form 8-K dated November 1, 2011, and incorporated herein by reference
10.16*	Asset Purchase Agreement between GEL Industries, Inc. (DBA Quality Aluminum Forge) and Forge Acquisition, LLC (a wholly-owned subsidiary of SIFCO Industries, Inc.) dated October 28, 2011, filed as exhibit 10.16 of the Company’s Form 8-K dated November 1, 2011 and incorporated herein by reference
99.1*	Press Release dated November 1, 2011—SIFCO Industries, Inc. announces the acquisition of the forging business and related assets from GEL Industries, Inc. (DBA Quality Aluminum Forge), filed as exhibit 99.1 of the Company’s Form 8-K dated November 1, 2011 and incorporated herein by reference
99.2.	Audited Financial Statements of GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) as of and for the year ended December 31, 2010
99.3	Unaudited Condensed Financial Statements of GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) as of and for the nine months ended September 30, 2011
99.4	Unaudited Pro Forma Combined Statement of Operations for SIFCO Industries, Inc. and GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) for the year ended September 30, 2011 and unaudited Pro Forma Combined Balance Sheet for SIFCO Industries, Inc. and GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) as of September 30, 2011

* 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: January 6, 2012	/s/ Frank A. Cappello
	Frank A. Cappello
	Vice President – Finance and
	Chief Financial Officer
	(Principal Financial Officer)

EX-99.2

Exhibit 99.2

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2010

WITH INDEPENDENT AUDITORS’ REPORT

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

TABLE OF CONTENTS

DECEMBER 31, 2010

	Page
Independent Auditors’ Report		1
Financial Statements:
Balance Sheet		2
Statement of Operations		4
Statement of Changes in Shareholders’ Equity		5
Statement of Cash Flows		6
Notes to Financial Statements		8

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

Gel Industries, Inc.

DBA Quality Aluminum Forge, Inc.

Orange, California

We have audited the accompanying balance sheet of Gel Industries, Inc. DBA Quality Aluminum Forge, Inc. (a California S corporation) (the “Company”) as of December 31, 2010 and the related statements of operations, changes in shareholders’ equity, and cash flows for the year 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 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 of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided 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 the Company as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Irvine, CA

March 28, 2011

2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893

1

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

BALANCE SHEET

DECEMBER 31, 2010

ASSETS

Current Assets:
Cash	$	3,278,337
Accounts Receivable		2,432,443
Inventories, Net		3,331,583
Prepaid Expenses		34,190
Total Current Assets		9,076,553
Property and Equipment:
Leasehold Improvements		76,033
Furniture and Fixtures		6,000
Office Equipment		119,179
Machinery and Equipment		1,458,393
Autos and Trucks		28,000
Total Property and Equipment (at Cost)		1,687,605
Less: Accumulated Depreciation		(988,461	)
Total Property and Equipment (at Net Book Value)		699,144
Other Assets:
Deposits		14,571
Total Other Assets		14,571
Total Assets	$	9,790,268

The accompanying notes are an integral part of these financial statements

2

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

BALANCE SHEET (CONTINUED)

DECEMBER 31, 2010

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:
Accounts Payable	$	231,044
Accrued Expenses		454,434
Income Taxes Payable		1,448
Current Portion of Obligation Under Capital Lease		34,709
Total Current Liabilities		721,635
Long-Term Liabilities:
Obligation Under Capital Lease		55,315
Total Long-Term Liabilities		55,315
Total Liabilities		776,950
Shareholders’ Equity:
Common Stock		1,750,000
Additional Paid-In Capital		286,645
Retained Earnings		6,976,673
Total Shareholders’ Equity		9,013,318
Total Liabilities and Shareholders’ Equity	$	9,790,268

The accompanying notes are an integral part of these financial statements

3

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2010

	Amount			%
Sales, Net	$	16,289,635			100.00
Cost of Sales		12,204,014			74.92
Depreciation Expense		225,105			1.38
Gross Profit		3,860,516			23.70
Selling, General and Administrative Expenses		1,090,511			6.71
Depreciation Expense-Selling		914			0.01
(Gain) Loss on Disposal Of Equipment		963			0.01
Income from Operations		2,768,128			16.99
Other Income (Expense):
Interest Income		1,133			0.01
Interest Expense		(8,183	)		(0.05	)
Total Other Income (Expense)		(7,050	)		(0.04	)
Income Before Provision For Taxes		2,761,078			16.95
Provision for Taxes		41,416			0.25
Net Income	$	2,719,662			16.70

The accompanying notes are an integral part of these financial statements

4

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

YEAR ENDED DECEMBER 31, 2010

					Additional Paid-In
	Common Stock						Retained
	Shares		Amount		Capital		Earnings			Total
Beginning Balance, December 31, 2009		1,735		1,750,000		234,645		7,257,011			9,241,656
Net Income		—		—		—		2,719,662			2,719,662
Issuance of Common Stock as Compensation for Employment (See Note H)		40		—		52,000		—			52,000
Shareholder Distributions		—		—		—		(3,000,000	)		(3,000,000	)
Ending Balance, December 31, 2010		1,775	$	1,750,000	$	286,645	$	6,976,673		$	9,013,318

The accompanying notes are an integral part of these financial statements

5

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2010

	2010
Cash Flow from Operating Activities:
Net Income	$	2,719,662
Noncash Items Included In Net Income:
Depreciation and Amortization		230,019
(Gain) Loss on Disposal of Equipment		963
Share-Based Compensation		52,000
Changes In:
Accounts Receivable		(17,686	)
Inventories, Net		(324,373	)
Prepaid Expenses		55,850
Accounts Payable		6,029
Accrued Expenses		170,016
Income Taxes Payable		1,448
Net Cash Provided by Operating Activities		2,893,928
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(96,119	)
Net Cash Used in Investing Activities		(96,119	)
Cash Flows from Financing Activities:
Payments on Obligation Under Capital Lease		(49,598	)
Shareholder Distributions		(3,000,000	)
Net Cash Used in Financing Activities		(3,049,598	)
Net Decrease in Cash		(251,789	)
Cash at Beginning of Year		3,530,126
Cash at End of Year	$	3,278,337

The accompanying notes are an integral part of these financial statements

6

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

STATEMENT OF CASH FLOWS (CONTINUED)

YEAR ENDED DECEMBER 31, 2010

Supplemental Information to Cash Flow:
Cash Paid During the Year for Interest	$	8,183
Cash Paid During the Year for Income Taxes	$	31,000

The accompanying notes are an integral part of these financial statements

7

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE A: Nature Of Business And Summary Of Significant Accounting Policies

(1) Nature of Business-Gel Industries, Inc. DBA Quality Aluminum Forge, Inc. (the “Company”) was incorporated in the state of California in November 2004 and is engaged in the business of aluminum forging, aerospace machining, and manufacturing precision aluminum parts for the aerospace industry, primarily for customers in the United States of America.

(2) Principles of Accounting-The Company’s financial records are kept on the accrual basis, which is the same method used for income tax purposes.

(3) Cash and Cash Equivalents-For purposes of the statement of cash flows, cash and cash equivalents include time deposits, certificates of deposit, and all highly-liquid debt instruments with original maturities of three months or less.

(4) Accounts Receivable-Accounts receivable consists of trade accounts arising in the normal course of business. The Company sells its products primarily on net 30 to 90 day terms. Accounts for which no payments have been received for approximately 50 days are considered delinquent and customary collection efforts are initiated. Uncollectible accounts are written-off when a customer files bankruptcy or after all attempts at collections have been pursued. The Company uses the direct write-off method to account for bad debts, which does not result in amounts that differ materially from the allowance method required by the accounting principles generally accepted in the United States of America.

(5) Inventories-Inventories are valued at the lower of cost or market on a first-in, first-out basis.

(6) Property and Equipment-Property and equipment are stated at cost. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Property and equipment are depreciated over estimated useful lives of 5 to 40 years. Depreciation is computed using straight-line methods for financial purposes and accelerated methods for income tax purposes. Depreciation expense for the year ended December 31, 2010 totaled $226,019.

(7) Long-Lived Assets-The Company accounts for impairment and disposition of long-lived assets in accordance with FASB ASC 360-10, “Property, Plant, and Equipment.” FASB ASC 360-10 requires impairment losses to be recognized for long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows are not sufficient to recover the assets’ carrying amount. There was no impairment of the value of such assets for the year ended December 31, 2010.

8

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE A: Nature Of Business And Summary Of Significant Accounting Policies – (Continued)

(8) Intangible Asset-During the acquisition of the Company in December 2004, the Company incurred various legal expenses that were capitalized as acquisition costs. These acquisition costs are being amortized on a straight-line basis over a period of five years. Amortization of intangibles charged to operations for 2010 was $4,000.

(9) Employee Share-Based Compensation Plan-The Company accounts for the employee share-based compensation plan in accordance with FASB ASC 718-10, “Compensation – Stock Compensation.” Under FASB ASC 718-10, the Company is required to recognize as compensation cost, all share-based payments to employees based on their fair values. For the year ended December 31, 2010 total compensation cost recognized was $52,000. (Note H)

(10) Income Taxes-The Company has elected by consent of its shareholders to be taxed under the provisions of Subchapter S of the IRC effective November 17, 2004. Under those provisions, the Company does not pay federal corporate income taxes on its taxable income and is not allowed a net operating loss carry over or carry back as a deduction. Instead, the shareholders are liable for individual income taxes on their respective share of the Company’s taxable income.

California has conformed to the federal law which allows domestic corporations to be taxed under similar provisions of Subchapter S of the Internal Revenue Code. However, unlike the federal provision, a 1.5 percent tax on the net income of the Company is still maintained for California purposes. The provision for income taxes for the year ended December 31, 2010 was $41,416. At December 31, 2010, income tax payable was $1,488 and is included in the income taxes payable in the accompanying balance sheet.

The Company accounts for uncertain tax positions in accordance with FASB ASC 740-10. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. The Company is required to make subjective assumptions and judgments regarding its income tax exposures. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in the Company’s subjective assumptions and judgments can materially affect amounts recognized in the balance sheets and statements of operations.

9

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE A: Nature of Business And Summary Of Significant Accounting Policies – (Continued)

(10) Income Taxes – (Continued)

The Company’s policy is to recognize interest and/or penalties related to all tax positions in income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. No interest or penalties were accrued as of December 31, 2010. The 2007 to 2010 tax years are open to review for federal tax purposes and the 2006 to 2010 tax years are open to review for state income tax purposes.

(11) Revenue Recognition-The Company recognizes revenue at the time of shipment of the product and passage of title.

(12) Use Of Estimates-The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

(13) Shipping Costs-Shipping and delivery costs are charged to operations as incurred and are included in cost of sales in the accompanying statements of operations.

NOTE B: Concentrations-The Company maintains cash balances at one financial institution. At December 31, 2010, accounts at the institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 for interest bearing accounts and unlimited insurance for non-interest bearing accounts. The cash balance at the institution in excess of federally insured limits at December 31, 2010 totaled $2,809,145.

10

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE B: Concentrations-(Continued)

The Company sells a substantial portion of its product to two customers. During 2010, sales to those customers aggregated $4,967,096. At December 31, 2010, amounts due from those customers in accounts receivable were $819,025.

During 2010, the Company purchased approximately 72 percent of its raw materials from two suppliers. At December 31, 2010, amounts due to these suppliers in accounts payable were $14,504.

Credit is extended for some customers and is based on financial condition and, generally, collateral is not required. Credit losses are provided for in the financial statements and consistently have been within management’s expectations.

NOTE C: Inventories-Inventories at December 31, 2010, consist of the following:

Raw Materials	$	342,811
Work in Process		1,987,436
Finished Goods		1,443,963
		3,774,210
Less:
Reserve for Obsolete/Non Demand Inventory		(442,627	)
Total Inventories, Net	$	3,331,583

11

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE D: Prepaid Expenses-Prepaid expenses at December 31, 2010, consist of the following:

Prepaid Insurance	$	23,742
Prepaid Property Taxes		9,357
Prepaid Other		1,091
Total Prepaid Expenses	$	34,190

NOTE E: Accrued Expenses-Accrued expenses at December 31, 2010, consist of the following:

Accrued Vacation	$	166,684
Accrued Wages		188,088
Accrued Utilities		34,850
Accrued Other		64,812
Total Accrued Expenses	$	454,434

NOTE F: Line of Credit-The Company has a revolving bank line of credit up to $1,500,000 providing for borrowings up to a percentage of eligible accounts receivable and inventories as defined in the agreement. There were no outstanding balances on the line of credit at December 31, 2010. During 2010, the interest rate available to the Company was at either the greater of the bank’s prime rate, the LIBOR rate plus 2.00 percent per annum, or 3.50 percent. The line of credit is secured by substantially all of the Company’s assets and personally guaranteed by the majority shareholder up to $300,000. The line of credit expires on October 1, 2011.

The line of credit agreement with the bank requires the Company to meet various financial covenants. At December 31, 2010, the Company was in compliance with respect to all terms of the line of credit agreement.

12

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE G: Common Stock-The Company has authorized 2,000 shares of no par value common stock. At December 31, 2010, 1,775 shares were outstanding.

NOTE H: Employee Share-Based Compensation Plan-The Company has an employee share-based compensation plan (the “Plan”) for one key employee, where the Company may grant options for up to 200 shares of common stock at no cost to the employee. The fair value of the share-based compensation award was determined through a business valuation performed by an independent accredited senior appraiser as of the grant date. The maximum term of the Plan is five years, and shares vest at the end of each anniversary date. As of December 31, 2010, 200 shares have been issued under this plan.

There are provisions in the plan agreement that allow the Company to buy back these shares in the event of termination of this key employee. If the Company is sold prior to the fifth anniversary date, the total shares granted will become fully vested.

Following is a summary of the status of the employee share-based compensation plan during 2010:

				Weighted
				Average
	Number of			Exercise
	Shares			Price
Outstanding At January 1, 2010		40		$	—
Exercised		(40	)		—
Outstanding At December 31, 2010		—		$	—
Exercisable At December 31, 2010		—		$	—

The total fair value of options exercised during 2010 was approximately $161,230.

13

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE I: Commitments and Contingencies

(1) Obligations Held Under Capital Lease-The Company is the lessee of equipment under a capital lease expiring in March 2013. The assets and liabilities held under the capital lease are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The asset is depreciated over the lower of the related lease term or the estimated productive life. Depreciation of assets under capital leases is included in depreciation expense for the year ended December 31, 2010.

The following is a summary of property held under capital leases:

Machinery and Equipment	$	278,288
Less: Accumulated Depreciation		(140,879	)
Property Held Under Capital
Leases, Net	$	137,409

Depreciation of assets held under capital leases charged to expense for year ended December 31, 2010 totaled approximately $39,756.

Minimum future lease payments under capital leases as of December 31, 2010, for each subsequent year and in the aggregate are as follows:

2011	$	39,614
2012		33,559
2013		25,272
Total Minimum Lease Payments		98,445
Less: Amount Representing Interest		(8,421	)
Present Value of Net Minimum Lease Payments		90,024
Less: Current Portion of Obligation Under Capital Lease		(34,709	)
Long-Term Portion of Obligation Under Capital Lease	$	55,315

Interest rates on the capitalized leases are 6.65 and 8.00 percent and are imputed based on the lower of Company’s incremental borrowing rate at the inception of the lease or the lessor’s implicit rate of return.

14

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE I: Commitments and Contingencies - (Continued)

(2) Operating Leases-The Company leases various equipment, warehouse and office space under non-cancelable operating leases expiring through July 2014. Minimum future rental payments under these non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2010, for each of the next five years and in the aggregate are as follows:

	Related Party		Other		Total
2011	$	93,854	$	402,396	$	496,250
2012		95,731		406,545		502,276
2013		97,646		185,656		283,302
2014		99,599		53,885		153,484
2015		41,841		—		41,841
	$	428,671	$	1,048,482	$	1,477,153

Rental expense for the year ended December 31, 2010, totaled approximately $484,000.

There are several rental clauses associated with four of these operating agreements, which include the restoration of the facilities to its original state with the exception of ordinary wear and tear, the removal of manufacturing equipment and storage tanks, and clean-up of hazardous substances. As of December 31, 2010, no such accruals were necessary. (Note I (3))

(3) Environmental Matters-The operations of the Company, like those of other companies engaged in similar businesses, are subject to various federal, state, and local laws and regulations intended to protect the public health and the environment, including regulations related to air and water quality and hazardous waste handling and disposal. As of December 31, 2008, the Company voluntarily obtained a Phase-I Environmental Study of its manufacturing facilities to identify any recognized environmental conditions on or near their facilities. As of December 31, 2009, the Company voluntarily obtained a Phase–II Environmental Study (Phase-II Study) of its manufacturing facilities located in Orange, California, to determine any potential presence of contaminants resulting from the use or storage of hazardous materials at their facilities. In January 2010, the Company received a report on the Phase-II Study and found no evidence that significant hazardous materials contamination of the Orange property under lease by the Company exists. In April 2010, the Company voluntarily obtained and received a report on a Phase-II Study on its Long Beach, California, facility and found no evidence of significant hazardous materials contamination of the Long Beach property under lease by the Company exists.

15

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE I: Commitments and Contingencies - (Continued)

As of the report date, there are no such suits, violations or injunction orders against the Company. In accordance with the Statement of Position (SOP) 96-1, “Environmental Remediation Liabilities,” no liability is recorded since there are no pending or threatened litigation, claims, or assessments.

NOTE J: Related Party Transactions-The Company leases office space from related parties (Note I). Rental expense paid to the related parties for the year ended December 31, 2010 totaled approximately $93,000. The Company’s two lease agreements expire in May 2015.

NOTE K: Employee Benefit Plan-The Company sponsors a qualified 401(k) profit sharing plan for all eligible employees. Employees may contribute an amount up to the statutory maximum set by the IRS. There are no matching contributions provided for under the Plan; however, there is a clause in the Plan Document that allows the Company to make qualified non-elective contributions to meet certain discrimination criteria as necessary for non-highly compensated employees only. As of December 31, 2010, there were no non-elective contributions made, respectively. For the year ended December 31, 2010 expenses incurred to administer the Plan, totaled approximately $5,600.

NOTE L: Subsequent Events-The Company declared and paid dividends in January 2011 in the amount of $1,000,000.

Other events occurring after December 31, 2010, have been evaluated for possible adjustment to the financial statements or disclosure as of March 28, 2011, which is the date the financial statements were available to be issued.

16

EX-99.3

Exhibit 99.3

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

UNAUDITED CONDENSED BALANCE SHEET

September 30, 2011

	September 30, 2011
	(Unaudited)
ASSETS
Current assets:
Cash	$	3,226,036
Accounts receivable, trade		3,837,755
Inventories		3,527,869
Prepaid expenses and other assets		122,377
Total current assets		10,714,037
Property and equipment, net		564,132
Deposits		14,571
	$	11,292,740
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	344,467
Accrued liabilities		433,087
Income tax payable		1,488
Current portion of obligation under capital lease		30,231
Total current liabilities		809,273
Obligations under capital lease		32,451
Total liabilities		841,724
Shareholders’ equity		10,451,016
	$	11,292,740

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

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

Nine months ended September 30, 2011

	Nine months Ended September 30 2011
	(Unaudited)
Net sales	$	15,089,693
Cost of goods sold		10,407,542
Gross profit		4,682,151
Selling, general and administrative expenses		1,492,886
Loss on disposal of equipment		499
Income from operations		3,188,766
Interest expense		(3,882	)
Interest income		596
Total other expense, net		(3,286	)
Income before provision for taxes		3,185,480
Provision for taxes		47,782
Net income	$	3,137,698

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

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

Nine months ended September 30, 2011

	Common Stock				Additional Paid-In Capital		Retained Earnings			Total Shareholders’ Equity
	Shares		Amount
Balances, December 31, 2010		1,775	$	1,750,000	$	286,645	$	6,976,673		$	9,013,318
Net income		—		—		—		3,137,698			3,137,698
Shareholder distributions		—		—		—		(1,700,000	)		(1,700,000	)
Balances, September 30, 2011		1,775	$	1,750,000	$	286,645	$	8,414,371		$	10,451,016

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

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

UNAUDITED CONDENSED STATEMENT OF CASHFLOWS

Nine months ended September 30, 2011

	Nine months Ended September 30 2011
	(Unaudited)
Cash flows from operating activities:
Net income	$	3,137,698
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		176,383
Loss on disposal of equipment		500
Changes in operating assets and liabilities:
Accounts receivable, trade		(1,405,312	)
Inventories		(196,286	)
Prepaid expenses and other assets		(88,187	)
Accounts payable		113,423
Accrued liabilities		(21,347	)
Income tax payable		40
Net cash provided by operating activities		1,716,912
Cash flows from investing activities:
Purchases of property and equipment		(42,371	)
Proceeds from sale of equipment		500
Net cash used for investing activities		(41,871	)
Cash flows from financing activities:
Payments on obligation under capital lease		(27,342	)
Shareholder distributions		(1,700,000	)
Net cash used for financing activities		(1,727,342	)
Increase in cash and cash equivalents		(52,301	)
Cash and cash equivalents at the beginning of the period		3,278,337
Cash and cash equivalents at the end of the period	$	3,226,036

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

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

UNAUDITED CONDENSED STATEMENT OF CASHFLOWS

Nine months ended September 30, 2011

	Nine months Ended September 30, 2011
	(Unaudited)
Supplemental disclosure of cash flow information:
Cash paid for interest	$	10,119
Cash paid for income taxes	$	46,500

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

GEL INDUSTRIES, INC.

DBA QUALITY ALUMINUM FORGE, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

Nine months ended September 30, 2011

1. Summary of Significant Accounting Policies

These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in Gel Industries, Inc. DBA Quality Aluminum Forge, Inc. (“Company”) fiscal 2010 audited financial statements.

2. Inventories

Inventories consist of the following:

	September 30, 2011
Raw materials	$	361,943
Work-in-process		2,351,959
Finished goods		813,967
	$	3,527,869

3. Line of Credit

The Company has a revolving bank line of credit up to $1,500,000 providing for borrowings up to a percentage of eligible accounts receivable and inventories as defined in the agreement. There were no outstanding balances on the line of credit at September 30, 2011. During 2011, the interest rate available to the Company was at either the greater of the bank’s prime rate, the LIBOR rate plus 2.00 percent per annum, or 3.50 percent. The line of credit is secured by substantially all of the Company’s assets and personally guaranteed by the majority shareholder up to $300,000. The line of credit expires on October 1, 2011.

The line of credit agreement with the bank requires the Company to meet various financial covenants.

4. Related Party Transactions:

The Company leases office space from related parties under two operating lease which expire in May 2015. Rental expense paid to the related parties for the nine months ended September 30, 2011 totaled approximately $81,000.

5. Subsequent Event:

On October 28, 2011, the Company sold its forging business and substantially all of the related operating assets to Forge Acquisition, LLC, a wholly-owned subsidiary of SIFCO Industries, Inc. (“SIFCO”). The purchase price for the forging business and related operating assets is approximately $24.0 million payable in cash, subject to certain adjustments related principally to the delivered working capital level and/or indemnification holdback provisions under the purchase agreement. In addition, SIFCO assumed certain current operating liabilities of the forging business.

EX-99.4

Exhibit 99.4

SIFCO Industries, Inc. and GEL Industries, Inc.

(DBA Quality Aluminum Forge, Inc.)

Unaudited Pro Forma Combined Financial Information

On October 28, 2011, SIFCO Industries, Inc. (“SIFCO”) acquired the forging business and substantially all of the operating assets of GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) (“QAF”). While SIFCO purchased the manufacturing machinery and equipment related to the business, it did not acquire the real property and, therefore, SIFCO entered into several long-term lease arrangements for the facilities which house the QAF operations. The purchase price was approximately $24.8 million plus the assumption of certain current liabilities.

The Unaudited Pro forma Combined Statement of Operations gives effect to the acquisition of QAF as if it had occurred as of the earliest presented date, October 1, 2010. The pro forma financial information is based on the historical financial statements of (i) SIFCO for its fiscal year ended September 30, 2011 and (ii) QAF for the twelve month period from October 1, 2010 to September 30, 2011. The resulting Unaudited Pro Forma Combined Statement of Operations gives 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 Statement 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 QAF 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, 2011. The pro forma statement of operations for QAF represents the unaudited twelve-month period ended September 30, 2011, which was calculated by adding the audited statement of operations for the year ended December 31, 2010 to the unaudited statement of operations for the nine-month period ended September 30, 2011, less the unaudited statement of operations for the nine-month period ended September 30, 2010.

SIFCO Industries, Inc. and GEL Industries, Inc.

(DBA Quality Aluminum Forge, Inc.)

Unaudited Pro Forma Combined Statement of Operations

Year ended September 30, 2011

(Amounts in thousands, except per share data)

	SIFCO			QAF			Pro Forma Adjustments			Pro Forma Combined
Net sales	$	107,357		$	19,226		$	—		$	126,583
Operating expenses:
Cost of goods sold		80,916			13,790			1,223	(a)		95,929
Selling, general and administrative expenses		13,582			1,843			(755	)(b)		14,670
Amortization of intangibles		1,917			—			1,800	(c)		3,717
Loss on disposal or impairment of operating assets		87			—			—			87
Total operating expenses, net		96,502			15,633			2,268			114,403
Operating income		10,855			3,593			(2,268	)		12,180
Interest income		(46	)		(1	)		—			(47	)
Interest expense		128			6			434	(d)		568
Foreign currency exchange gain		5			—			—			5
Other income, net		(470	)		—			—			(470	)
Income before income tax provision		11,238			3,588			(2,702	)		12,124
Income tax provision		3,789			54			343	(e)		4,186
Net income	$	7,449		$	3,534		$	(3,045	)	$	7,938
Net income per share:
Basic	$	1.41								$	1.50
Diluted	$	1.40								$	1.49
Weighted-average number of common shares (basic)		5,279									5,279
Weighted-average number of common shares (diluted)		5,317									5,317

Notes to Unaudited Combined Pro forma Statement of Operations:

a) To record the impact on cost of goods sold of (i) the adjustment to record inventory at fair value in purchase accounting ($395 increase); (ii) higher property tax expense related to the step-up of equipment values ($35 increase); and (iii) additional depreciation expense based on the straight-line depreciation method using useful lives of 1 to 16 years ($793 increase).

(b) To eliminate the impact of the following nonrecurring transaction related expenses recorded by QAF – (i) a one-time incentive payment ($600 decrease) and (ii) certain legal and professional costs ($155 decrease).

(c) To record amortization expense related to finite life, identifiable intangible assets that were established as a direct result of the acquisition of QAF based on the straight-line amortization method using estimated useful lives of 1 to 10 years. Included in the $1,800 adjustment amount is $900 of amortization expense related to the portion of purchase price allocated to backlog, 100% of which is amortized during year one and, therefore, amortization expense after year one will be lower by $900.

(d) To record interest expense on the debt incurred to finance the acquisition ($434 increase). The interest rate on $10.0 million of new debt under SIFCO’s term loan is assumed to be approximately 3.0% and the interest on $14.0 million of additional borrowings under SIFCO’s revolving credit facility is assumed to be Libor plus 1.0%, or approximately 1.0% per annum.

(e) To provide income taxes on QAF’s income before income tax provision (QAF is a subchapter S corporation) to adjust the income tax provision for the effect of pro forma adjustments using a 36% effective Federal income tax rate and an 8.9% California franchise tax rate.

SIFCO Industries, Inc. and GEL Industries, Inc.

(DBA Quality Aluminum Forge, Inc.)

Unaudited Pro Forma Combined Balance Sheet

September 30, 2011

(Amounts in thousands, except per share data)

	SIFCO			QAF		Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	6,431		$	3,226	$	(3,226	)(a)	$	6,431
Accounts receivable, net		20,739			3,838		—			24,577
Inventories		10,239			3,528		395	(b)		14,162
Refundable income taxes		281			—		—			281
Deferred income taxes-current		1,500			—		(150	)(c)		1,350
Prepaid expenses and other current assets		468			122		(121	)(d)		469
Total current assets		39,658			10,714		(3,102	)		47,270
Property, plant and equipment, net		27,558			564		4,401	(e)		32,523
Intangible assets, net		8,506			—		9,100	(f)		17,606
Goodwill		3,493			—		3,351	(g)		6,844
Deferred income taxes – noncurrent							150	(c)		150
Other assets		796			15		(15	)(h)		796
Total assets	$	80,011		$	11,293	$	13,885		$	105,189
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	30			30		1,970	(i)		2,030
Accounts payable		9,778			344		—			10,122
Accrued liabilities		4,626			435		(410	)(j)		4,651
Total current liabilities		14,434			809		1,560			16,803
Long-term debt, net of current maturities		1,186			33		22,776	(k)		23,995
Deferred income taxes		2,233			—		—			2,233
Other long-term liabilities		8,749			—		—			8,749
Common shares, par value $1, authorized 10,000 shares; issued 5,335 shares; outstanding 5,299 shares		5,335			1,750		(1,750	)(l)		5,335
Additional paid-in capital		7,032			287		(287	)(l)		7,032
Retained earnings		54,122			8,414		(8,414	)(l)		54,122
Accumulated other comprehensive loss		(12,702	)		—		—			(12,702	)
Common shares held in treasury at cost, 36 shares		(378	)		—		—			(378	)
Total shareholders’ equity		53,409			10,451		(10,451	)		53,409
Total liabilities and shareholders’ equity	$	80,011		$	11,293	$	13,885		$	105,189

Notes to Unaudited Combined Pro forma Balance Sheet:

(a) To eliminate cash not acquired by SIFCO.

(b) To record fair value of inventory acquired.

(c) To record current deferred income taxes resulting from differences between book and tax basis of assets acquired.

(d) To eliminate prepaid expenses not acquired by SIFCO.

(e) To record fair value of machinery and equipment acquired.

(f) To record fair value of intangible assets acquired.

(g) To record excess of purchase price over fair value of assets acquired and liabilities assumed.

(h) To eliminate other assets not acquired.

(i) To record current portion of indebtedness incurred to acquire QAF ($2,000) and to eliminate liabilities not assumed ($30).

(j) To eliminate accrued liabilities not assumed.

(k) To record non-current portion of indebtedness incurred to acquire QAF ($22,808) and to eliminate liabilities not assumed ($32).

(l) To eliminate historical QAF equity.