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) – May 10, 2013

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

N.A.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications 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 Exchange 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))

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2013, SIFCO Industries, Inc. issued a press release announcing its financial results for its second fiscal quarter ended March 31, 2013. A copy of this press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Earnings Press Release dated May 10, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SIFCO Industries, Inc.
	(Registrant)
Date: May 10, 2013
	/s/ Catherine M. Kramer
	Catherine M. Kramer
	Vice President – Finance and Chief Financial Officer
	(Principal Financial Officer)

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EX-99.1

Exhibit 99.1

SIFCO Industries, Inc. Announces Second Quarter

Fiscal 2013 Financial Results

Cleveland—SIFCO Industries, Inc. (NYSE MKT: SIF) today announced financial results for its second fiscal quarter, which ended March 31, 2013.

Second quarter

• Net sales from continuing operations decreased 1.8% in the second quarter of fiscal 2013 to $29.6 million, compared with $30.1 million in the comparable period in fiscal 2012.

• Income from continuing operations in the second quarters of fiscal 2013 and 2012 were the same at $1.5 million, or $0.27 per diluted share.

• Net income in the second quarter of fiscal 2013 was $1.4 million, compared with $1.7 million in the comparable period in fiscal 2012.

• EBITDA in the second quarter of fiscal 2013 was $3.5 million, or 12.0% of net sales, compared with $3.9 million, or 12.9% of net sales, in the comparable fiscal 2012 period.

• Adjusted EBITDA in the second quarter of fiscal 2013 was $3.6 million, or 12.1% of net sales, compared with $4.7 million, or 15.6% of net sales, in the comparable fiscal 2012 period.

First six months

• Net sales increased 6.2% in the first six months of fiscal 2013 to $58.3 million, compared with $54.9 million in the comparable period in fiscal 2012.

• Income from continuing operations in the first six months of fiscal 2013 was $2.4 million, or $0.44 per diluted share, compared with $2.3 million, or $0.43 per diluted share, in the comparable fiscal 2012 period.

• Net income for the first six months of fiscal 2013 was $4.9 million, or $0.90 per diluted share, compared with net income of $2.9 million, or $0.55 per diluted share, for the comparable fiscal 2012 period.

• EBITDA in the first six months of fiscal 2013 was $6.6 million, or 11.3% of net sales, compared with $6.8 million, or 12.3% of net sales, in the comparable period in fiscal 2012.

• Adjusted EBITDA in the first six months of fiscal 2013 was $7.1 million, or 12.2% of net sales, compared with $8.2 million, or 15.0% of net sales, in the comparable period in fiscal 2012.

CEO Michael S. Lipscomb stated, “I am pleased with the results of our Forged Components Group. Our focus on productivity and throughput initiatives positions us well for continued improvement in operating performance.”

The results for fiscal 2012 include the results of Quality Aluminum Forge, which was acquired in October 2011.

Forward-Looking Language

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

The Company’s Form 10-Q for the quarter ended March 31, 2013 can be accessed through its website: www.sifco.com, or on the Securities and Exchange Commission’s website: www.sec.gov.

SIFCO Industries, Inc. is engaged in the production and sale of a variety of metalworking processes, services and products produced primarily to the specific design requirements of its customers. The processes and services include both conventional and precision forging, heat-treating, coating, welding, and machining. The products include both conventional and precision forged components, machined forged parts and other machined metal components, and remanufactured component parts for aerospace turbine engines. The Company’s operations are conducted in two business segments: (1) Forged Components Group, and (2) Turbine Components Services and Repair Group.

Second Quarter Ended March 31, 2013                    (Amounts in thousands, except per share data)            

Consolidated Condensed Statements of Operations

	Second Quarter						Six Months
	Ended March 31,						Ended March 31,
	2013			2012			2013			2012
Net sales	$	29,594			30,143			58,294			54,869
Cost of goods sold		23,881			24,344			46,896			44,284
Selling, general, and administrative expenses		3,258			2,885			7,062			5,681
Amortization of intangible assets		493			662			1,052			1,477
Gain on disposal of operating assets		3			—			(122	)		—
Operating income		1,959			2,252			3,406			3,427
Interest expense, net		70			130			171			220
Foreign currency exchange loss (gain), net		(7	)		10			—			(3	)
Other income, net		(109	)		(117	)		(186	)		(234	)
Income from continuing operations before income tax provision		2,005			2,229			3,421			3,444
Income tax provision		536			777			1,031			1,159
Income from continuing operations		1,469			1,452			2,390			2,285
Income from discontinued operations, net of tax		(34	)		272			2,460			625
Net income	$	1,435			1,724			4,850			2,910
Income per share from continuing operations
Basic	$	0.27			0.27			0.45			0.43
Diluted	$	0.27			0.27			0.44			0.43
Income per share from discontinued operations
Basic	$	(0.01	)		0.05			0.46			0.12
Diluted	$	(0.01	)		0.05			0.46			0.12
Net income per share
Basic	$	0.27			0.32			0.91			0.55
Diluted	$	0.27			0.32			0.90			0.55
Weighted-average number of common shares (basic)		5,364			5,315			5,353			5,303
Weighted-average number of common shares (diluted)		5,404			5,336			5,398			5,326

Supplemental Information – Reconciliation of EBITDA and Adjusted EBITDA

	Second Quarter						Six Months
	Ended March 31,						Ended March 31,
	2013			2012			2013			2012
Net income	$	1,435			1,724			4,850			2,910
Less: Income from discontinued operations, net of tax		(34	)		272			2,460			625
Income from continuing operations		1,469			1,452			2,390			2,285
Adjustments:
Depreciation and amortization expense		1,467			1,524			2,987			3,104
Interest expense, net		70			130			171			220
Income tax provision		536			777			1,031			1,159
EBITDA		3,542			3,883			6,579			6,768
Adjustments:
Foreign currency exchange (gain)/loss, net (1)		(7	)		10			—			(3	)
Other income, net (2)		(109	)		(117	)		(186	)		(234	)
Loss/(gain) on disposal of operating assets (3)		3			—			(122	)		—
Inventory purchase accounting adjustments (4)		—			216			—			441
Non-recurring severance expense (5)		—			—			658			—
Equity compensation expense (6)		188			329			367			567
Pension settlement expense (7)		191			—			191			—
Acquisition transaction-related expenses (8)		—			105			15			243
LIFO expense (income) (9)		(229	)		269			(407	)		428
Adjusted EBITDA	$	3,579			4,695			7,095			8,210

(1) Represents the gain or loss from changes in the exchange rates between the functional currency and the foreign currency in which the transaction is denominated.

(2) Represents miscellaneous non-operating income or expense.

(3) Represents the difference between the proceeds from the sale of operating equipment and the carrying value shown on the Company’s books.

(4) Represents accounting adjustments to inventory associated with acquisition of business that were charged to cost of goods sold when the inventory was sold.

(5) Represents severance expense related to the departure of an executive officer.

(6) Represents the equity-based compensation expense recognized by the Company under its 2007 Long-term Incentive Plan.

(7) Represents expense incurred by a defined benefit pension plan related to settlement of pension obligations.

(8) Represents transaction-related costs comprising legal, financial, and tax due diligence expenses; and valuation services costs that are required to be expensed as incurred.

(9) Represents the increase (decrease) in the reserve for inventories for which cost is determined using the last in, first out (“LIFO”) method.

Contacts

SIFCO Industries, Inc.

Catherine M. Kramer, 216-881-8600

www.sifco.com