SIFCO Industries Inc.
Annual Report 2008

Download report
Get a demo

More annual reports from SIFCO Industries Inc.:

2023 Report
2022 Report
2021 Report
2020 Report
2019 Report

Peers and competitors of SIFCO Industries Inc.:

Northrop Grumman
Kaman
Astronics Corp
Bombardier, Inc.
TransDigm Group

Plain-text annual report

Annual Report and Form 10-K Fiscal Year 2008 2 To our Shareholders: Ninety-five years ago in 1913, five Clevelanders started a company dedicated to the emerging field of improving the properties of metals through the use of thermal heat treatment. They called this company The Steel Improvement Company. This was the birth of SIFCO Industries, Inc. Over the years we have witnessed considerable changes in technology, society, and infrastructure. We, too, have changed, yet we are proud to continue improving the properties of metal through forging, heat treatment, and coating. In fiscal 2008 we continued to drive toward our objective of sustained profitability for SIFCO Industries, Inc. Our operating income, after adjusting for the affect of LIFO accounting, was the second highest in our 95 year history, and an improvement over the previous fiscal year partially due to the strength of the aerospace markets that we serve, as well as the continued pursuit of operational excellence. Our company is divided into the following operating groups: Aerospace Component Manufacturing (“ACM”) Group – this is our largest business segment with sales in fiscal 2008 of $72 million, which was an increase of 20% from our previous fiscal year. The ACM Group provides forged components for a wide variety of aerospace applications. The Group’s forged components can be found on a variety of commercial airliners, business and military jets, and helicopters, all of which are placed in service by manufacturers including Boeing, Airbus, Embraer, Cessna, Lockheed Martin, Northrop Grumman, Sikorsky and Bell. In addition, the Group is excited to be a supplier of forged components for new programs from Boeing (787 Dreamliner), Bell/Boeing (V22 tilt-rotor), and Lockheed Martin (F35 joint strike fighter). The ACM Group enters fiscal 2009 with a slightly smaller backlog than the previous year, which we believe is primarily the result of the reduced material lead times compared to a year ago. Based on the ACM Group’s view of the marketplace, we believe that the aerospace and defense market will remain steady for the foreseeable future. The ACM Group continues to implement lean initiatives it calls SMART (Streamlined Manufacturing Activities to Reduce Time/Cost). These initiatives have great traction and are certainly building momentum. The major goals of these initiatives include: improved on-time delivery, manufacturing cycle-time reductions and more efficient operations, all of which will improve the ACM Group’s competitiveness. Turbine Component Services and Repair (“Repair”) Group – this business segment consists of a turbine engine component repair operation in Minneapolis, Minnesota that serves the market for small turbine engine component repairs. This operation is aligned with original equipment manufacturers to develop repairs for small turbine engines used to power aircraft with less than 100 passengers as well as a wide range of helicopters. The Group’s operation possesses a full range of repair capabilities including super-alloy brazing, thermal spraying, and advanced coating for high temperature applications. The Repair Group’s performance in fiscal was 2008 disappointing. While net sales grew 10%, the operation experienced an operating loss primarily driven by start-up costs for the launch of a sophisticated new component repair program for a newer generation turboprop engine. The Repair Group is concentrating on continued operational improvements to mitigate the impact of start-up expenses and to return to acceptable performance. Applied Surface Concepts (“ASC”) Group – this business segment provides a unique tank-less plating process for selectively plating surfaces on complicated parts. We believe our ASC Group is the largest supplier in the selective plating market segment and has a global footprint with operations in North America and Europe and a world-wide network of independent distributors. The ASC Group’s coating capabilities can be found on a variety of applications such as the coating of drill bits used to explore for new oil deposits on deep sea platforms and the coating of landing gear for both helicopter and fixed wing commercial and military aircraft. While fiscal 2008 net sales of the Group grew a modest 5% from the previous year, operating income grew 30% due to the beneficial impact on operating margins of the increase in net sales and improvements in our selling, general and administration structure. The ASC Group is continuing to enhance its strategic position relative to its competition by bolstering its technical talent and capabilities in both North America and Europe. During fiscal 2008, we continued to improve the strength of our already healthy balance sheet. At September 30, 2008, we had over $10 million of cash on hand and no material amount of debt. With the strength of our balance sheet and recent financial results, we are well positioned to act quickly and take advantage of strategic opportunities in our marketplace. We recognize that the unprecedented turmoil in the financials markets may bring new challenges for SIFCO, but we are confident that our financial strength and operational dexterity will enable us to weather this economic storm. We again thank our dedicated employees for their service, our valued customers for their business and encouragement, and our loyal shareholders for their support. Jeffrey P. Gotschall Chairman of the Board and Chief Executive Officer 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2008 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _____________________ Commission file number 1-5978 SIFCO Industries, Inc. (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of incorporation or organization) 970 East 64th Street, Cleveland Ohio (Address of principal executive offices) 34-0553950 (I.R.S. Employer Identification No.) 44103 (Zip Code) (Registrant’s telephone number, including area code) (216) 881-8600 Securities Registered Pursuant to Section 12(b) of the Act: Common Shares, $1 Par Value (Title of each class) American Stock Exchange (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act. Yes No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act). large accelerated filer ____ accelerated filer ____ non-accelerated filer X smaller reporting company ____ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter is $33,733,963. The number of the Registrant’s Common Shares outstanding at October 31, 2008 was 5,294,716. Documents incorporated by reference: Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on January 27, 2009 (Part III). Item 1. Business A. The Company PART I SIFCO Industries, Inc. (“SIFCO” or “Company”), an Ohio corporation, was incorporated in 1916. The executive offices of the Company are located at 970 East 64th Street, Cleveland, Ohio 44103, and its telephone number is (216) 881-8600. The Company 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 forging, heat-treating, coating, welding, machining and selective electrochemical finishing; and the products include forged components, machined forged parts and other machined metal components, remanufactured components for aerospace turbine engines, and selective electrochemical finishing solutions and equipment. The Company’s operations are conducted in three business segments: (1) Aerospace Component Manufacturing Group, (2) Turbine Component Services and Repair Group and (3) Applied Surface Concepts Group. B. Principal Products and Services 1. Aerospace Component Manufacturing Group The Company’s Aerospace Component Manufacturing Group (“ACM Group”) has a single operation in Cleveland, Ohio. This segment of the Company’s business consists principally of the manufacture of forged components for aerospace applications. As a part of the ACM Group’s manufacturing process, the business performs forging, heat-treating and precision component machining. Operations The Company’s ACM Group is a manufacturer of forged components ranging in size from 2 to 500 pounds (depending on configuration and alloy), primarily in various steel and titanium alloys, utilizing a variety of processes for applications principally in the aerospace industry. The ACM Group’s forged products include: original equipment manufacturers (“OEM”) and aftermarket components for aircraft and land-based turbine engines; structural airframe components; aircraft landing gear components; wheels and brakes; critical rotating components for helicopters; and commercial/industrial products. The ACM Group also provides heat-treatment, surface-treatment, non-destructive testing and select machining of forged components. The ACM Group generally has multiple sources for its raw materials, which consist primarily of high quality metals essential to this business. Suppliers of such materials are located throughout North and South America and Europe. In general, because of tight aerospace grade steel capacity and the limited supply of titanium, raw material lead times have increased in recent years. However, lead times for certain grades have recently shortened. The ACM Group generally does not depend on a single source for the supply of its materials. Due to the scarcity of certain raw materials, some material is provided by a limited number of suppliers; however, the ACM Group believes that its sources are adequate for its business. The business is ISO 9001:2000 registered and AS 9100:2001 certified. In addition, the ACM Group’s chemical etching/milling, non-destructive testing, and heat-treating facilities are NADCAP (National Aerospace and Defense Contractors Accreditation Program) accredited. Industry The performance of the domestic and international air transport industry directly and significantly impacts the performance of the ACM Group. The air transport industry’s long-term outlook is for continued, steady growth. Such outlook suggests the need for additional aircraft and, therefore, growth in the requirement for airframe and turbine engine components. The air transport industry is currently benefiting from several favorable trends including: (i) projected growth in air traffic, (ii) the major replacement and refurbishment cycles driven by the desire for more fuel efficient aircraft and fleet commonality, and (iii) the increased use of wide-body aircraft. The ACM Group also supplies new and spare components for military aircraft. As a result of continued military initiatives, there has been increased demand for both new and spare components for military customers. However, the current global economic crisis has created significant reductions in available capital and liquidity from banks and other providers of credit. Therefore, this crisis may adversely affect the ability of the ACM Group’s customers to fulfill their obligations, and a continued deterioration in the global economy could result in reduced demand for the products and services that it provides. The ACM Group’s current outlook for the air transport industry continues to remain favorable in the near term, and it believes that it is poised to take advantage of the resulting improvement in order demand from the airframe and engine manufacturers should it occur. However, the ACM Group is also beginning to see some of its key customers extend/delay their required delivery schedules. It is difficult to determine at this time what the long-term impact of these factors may be on the demand for products provided by the ACM Group. Competition While there has been some consolidation in the forging industry, the ACM Group believes there is limited opportunity to increase prices, other than for the pass-through of raw material steel and titanium alloys price increases. The ACM Group believes, however, that its demonstrated aerospace expertise along with focus on quality, customer service, SMART (Streamlined Manufacturing Activities to Reduce Time/Cost) initiatives, as well as offering a broad range of capabilities provide it with an advantage in the primary markets it serves. The ACM Group competes with both U.S. and non-U.S. suppliers of forgings. As customers are establishing new facilities throughout the world, the ACM Group will continue to encounter non-U.S. competition. The ACM Group believes it can expand its markets by (i) broadening its product lines through investment in equipment that expands its manufacturing capabilities and (ii) developing new customers in markets whose participants require similar technical competence and service (as the aerospace industry) and are willing to pay a premium for quality. Customers During fiscal 2008, the ACM Group had three customers, various business units of Rolls-Royce Corporation, United Technologies Corporation and Textron, Inc., which accounted for 16%, 12% and 11%, respectively, of the ACM Group’s net sales. The net sales to these three customers and the direct subcontractors to these three customers accounted for 54% of the ACM Group’s net sales in 2008. The ACM Group believes that the loss of sales to such customers would result in a materially adverse impact on the business and income of the ACM Group. However, the ACM Group has maintained a business relationship with these four customers for well over ten years and is currently conducting business with some of them under multi-year agreements. Although there is no assurance that this will continue, historically as one or more major customers have reduced their purchases, the ACM Group has generally been successful in replacing such reduced purchases, thereby avoiding a material adverse impact on the ACM Group. The ACM Group attempts to rely on its ability to adapt its services and operations to changing requirements of the market in general and its customers in particular. No material part of the ACM Group’s business is seasonal. Backlog of Orders The ACM Group’s backlog as of September 30, 2008 decreased to $76.6 million, of which $63.8 million is scheduled for delivery during fiscal 2009, compared with $82.8 million as of September 30, 2007, of which $66.6 million was scheduled for delivery during fiscal 2008. It is important to note that the delivery lead times for certain aerospace grades of steel and titanium alloy raw materials have continued to shorten and the ACM Group believes that such lead time reduction has resulted in a fundamental shift in the ordering pattern of its customers. A likely consequence of such a shift is that customers are not placing orders as far in advance as they previously did resulting in a reduction, relative to comparable prior year periods, in the ACM Group’s backlog. Accordingly, such backlog reduction is not necessarily completely indicative of actual sales expected for any succeeding period. All orders are subject to modification or cancellation by the customer with limited charges. 2. Turbine Component Services and Repair Group The Company’s Turbine Component Services and Repair Group (“Repair Group”) has a single operation in Minneapolis, Minnesota. This segment of the Company’s business consists principally of the repair and remanufacture of small aerospace turbine engine components. As a part of the repair and remanufacture process, the business performs precision component machining and applies high temperature-resistant coatings to turbine engine components. Operations The Repair Group requires the procurement of licenses/authority, which certify that the Group has obtained approval to perform certain proprietary repair processes. Such approvals are generally specific to an engine and its components, a repair process, and a repair facility/location. Without possession of such approvals, a company would be precluded from competing in the aerospace turbine engine component repair business. Approvals are issued by either the original equipment manufacturers (“OEM”) of aerospace turbine engines or the Federal Aviation Administration (“FAA”). In general, the Company considers aerospace turbine engines that (i) possess a thrust of less than 17,500 pounds and/or (ii) are used to power aircraft that carry fewer than 100 passengers to be small aerospace turbine engines. Historically, the Repair Group has elected to procure approvals primarily from the OEMs and currently maintains proprietary repair process approvals issued by certain of the primary small engine OEMs (e.g. Pratt & Whitney, Rolls-Royce, Turbomeca, and Hamilton Sundstrand). In exchange for being granted an OEM approval, the Repair Group is obligated, in most cases, to pay royalties to the OEM for each type of component repair that it performs utilizing the OEM-approved proprietary repair 2 process. The Repair Group continues to be successful in procuring FAA repair process approvals. There is generally no royalty payment obligation associated with the use of a repair process approved by the FAA. To procure an OEM or FAA approval, the Repair Group is required to demonstrate its technical competence in the process of repairing such turbine engine components. The development of remanufacturing and repair processes is an ordinary part of the Repair Group business. The Repair Group continues to invest time and money on research and development activities. The Company’s research and development activities in repair processes and high temperature resistant coatings applied to super-alloy materials have applications in the small aerospace turbine engine markets. Operating costs related to such activities are expensed during the period in which they are incurred. The Group’s research and development expense was $0.5 million in fiscal 2008. The Repair Group generally has multiple sources for its raw materials, which consist primarily of investment castings and industrial coating materials essential to this business. Certain items are procured directly from the OEM, or from OEM- certified suppliers, to satisfy repair process requirements. Suppliers of such materials are located throughout North America and Europe. Although certain raw materials may be provided by a limited number of suppliers, the Repair Group generally does not depend on a single source for the supply of its materials and management believes that its sources are adequate for its business. Industry The performance of the air transport industry directly and significantly impacts the performance of the Repair Group. The air transport industry’s long-term outlook is for continued, steady growth. Such outlook suggests the need for additional aircraft and, therefore, growth in the requirement for aerospace turbine engines and related engine repairs. The air transport industry is currently benefiting from several favorable longer term trends including: (i) projected growth in air traffic, (ii) the beginning of major replacement and refurbishment cycles driven by the desire for more fuel efficient aircraft and fleet commonality, and (iii) the increased use of regional aircraft. It is difficult to determine what the long-term impact of these factors may be on air travel and the demand for services and products provided by the Repair Group. Management’s current outlook for the air transport industry continues to remain favorable in the near term. Competition In recent years, while the absolute number of competitors has decreased as a result of industry consolidation and vertical integration, competition in the turbine engine component repair business has nevertheless increased, principally due to the increased direct involvement of the aerospace turbine engine manufacturers in the turbine engine overhaul and component repair businesses. With the presence of the OEMs in the market, there has been a general reluctance on the part of the OEMs to issue, to independent component repair companies, its approvals for the repair of its newer model engines and related components. The Company believes that the Repair Group will, more likely than not, become more dependent in the future on (i) its ability to successfully procure and market FAA approved licenses and related repair processes and/or (ii) close collaboration with engine manufacturers. Customers The identity and ranking of the Repair Group’s principal customers can vary from year to year. The Repair Group attempts to rely on its ability to adapt its services and operations to changing requirements of the market in general and its customers in particular, rather than relying on high volume production of a particular item or group of items for a particular customer or customers. During fiscal 2008, the Repair Group had two customers, consisting of various business units of United Technologies Corporation and Rolls-Royce Corporation, which accounted for 37% and 15%, respectively, of the Repair Group’s net sales from continuing operations. Although there is no assurance that this will continue, historically as one or more major customers have reduced their purchases, the business has generally been successful in replacing such reduced purchases, thereby avoiding a material adverse impact on the business. No material part of the Repair Group’s business is seasonal. Backlog of Orders The Repair Group’s backlog from continuing operations as of September 30, 2008 increased to $4.5 million, of which $2.3 million is scheduled for delivery during fiscal 2009 and $2.2 million is on hold, compared with $4.2 million as of September 30, 2007, of which $1.5 million was scheduled for delivery during fiscal 2008 and $2.7 million was on hold. All orders are subject to modification or cancellation by the customer with limited charges. The Repair Group believes that the backlog may not necessarily be indicative of actual sales for any succeeding period. 3 3. Applied Surface Concepts Group The Company’s Applied Surface Concepts Group (“ASC Group”) provides surface enhancement technologies principally related to selective electrochemical finishing and anodizing. Principal product offerings include (i) the sale of metal plating solutions and equipment required for selective electrochemical finishing and (ii) providing selective electrochemical finishing contract services. Operations Selective electrochemical finishing of a part or component is done without the use of an immersion tank. A wide variety of pure metals and alloys, principally determined by the customer’s design requirements, can be used for applications including corrosion protection, wear resistance, anti-galling, increased lubricity, increased hardness, increased electrical conductivity, and re-sizing. SIFCO Process® metal solutions include: cadmium, cobalt, copper, nickel, tin and zinc. In addition, precious metal solutions such as gold, iridium, palladium, platinum, rhodium, and silver are also provided to customers. The ASC Group has also developed a number of alloy-plating solutions such as nickel-cobalt solutions that can be used as a more environmentally friendly replacement for a chrome plating solution or a zinc-nickel solution that can be used as a more environmentally friendly replacement for a cadmium plating solution. The ASC Group can either (i) supply selective electrochemical finishing chemicals and equipment to customers desiring to perform selective electrochemical finishing in-house or (ii) provide manual or semi-automated contract selective electrochemical finishing services at either the customer’s site or at one of the Group’s facilities. The Group operates four U.S. facilities in geographic areas strategically located in proximity to its major customers (Cleveland, Ohio / Hartford, Connecticut / Norfolk, Virginia / Houston, Texas) and three in Europe (Birmingham, England / Paris, France / Rattvik, Sweden). The scope of selective electrochemical finishing work includes part salvage and repair, part refurbishment, and new part enhancement. Selective electrochemical finishing solutions are produced in the Cleveland, Ohio and Birmingham, England facilities. The ASC Group generally has multiple sources for its raw materials, which consist primarily of industrial chemicals and metal salts and, therefore, does not depend on a single source for the supply of key raw materials. Management believes that its sources of raw materials are adequate to support its business. The ASC Group sells its products and services under recognized industry brand names including: SIFCO Process®, Dalic®, USDL® and Selectron®, all of which are specified in military and industrial specifications. The ASC Group’s manufacturing operations have ISO 9001:2001 and AS 9100A certifications. In addition, two of its facilities are NADCAP (National Aerospace and Defense Contractors Accreditation Program) certified. Two of the service centers are FAA approved repair shops. Other ASC Group approvals include ABS (American Bureau of Ships), ARR (American Railroad Registry), JRS (Japan Registry of Shipping), and KRS (Korean Registry of Shipping). Industry Selective electrochemical finishing occupies a niche within the broader metal finishing industry. The ASC Group’s selective electrochemical finishing process is used to provide functional, engineered finishes rather than decorative finishes, and it serves many markets including aerospace, medical, electric power generation, and oil and gas. In its planning and decision making processes, management of the ASC Group monitors and evaluates precious metal prices, global manufacturing activity, internal labor capacity, technological developments in surface enhancement, and the exploration and production activities relative to oil and gas products. The diversity of industries served helps to mitigate the impact of economic cycles on the ASC Group. Competition Although the Company believes that the ASC Group is the largest selective electrochemical finishing company in the world, there are several companies globally that manufacture and sell selective electrochemical finishing solutions and equipment and/or provide contract selective electrochemical finishing services. The ASC Group seeks to differentiate itself through its technical support and research and development capabilities. The ASC Group also competes with other surface enhancement technologies such as welding and metal spray. Customers The ASC Group has a customer base of over 1,000 customers. However, approximately 10 customers, who operate in a variety of industries, accounted for approximately 34% the Group’s fiscal 2008 net sales. During fiscal 2008, the ASC 4 Group had one customer, Halliburton Company, which accounted for 13% of the ASC Group’s net sales. No material part of the ASC Group’s business is seasonal. Backlog of Orders Due to the nature of its business (i.e. shorter lead times for its products and services) the ASC Group had no material backlog at September 30, 2008 and 2007. 4. General For financial information concerning the Company’s reportable segments see Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 and Note 11 of Notes to Consolidated Financial Statements included in Item 8. C. Environmental Regulations In common with other companies engaged in similar businesses, the Company is required to comply with various laws and regulations relating to the protection of the environment. The costs of such compliance have not had, and are not presently expected to have, a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries under existing regulations and interpretations. D. Employees The number of the Company’s employees increased from approximately 340 at the beginning of fiscal year 2008 to approximately 360 employees at the end of fiscal 2008. The increase was principally a result of the additional employees hired to support the growth in the Company’s businesses in general and the ACM Group in particular. The Company is a party to collective bargaining agreements with certain employees located at its Cleveland, Ohio and Minneapolis, Minnesota facilities. The ACM Group union contract expires in May 2010 (effective since May 2005) and the Repair Group union contract expires July 2009 (effective since July 2005). Management considers its relations with the Company’s employees to be good. E. Non-U.S. Operations The Company’s products and services are distributed and performed in U.S. as well as non-U.S. markets. The Company commenced its operations in Ireland in 1981 and ceased such operations in 2007. The Company commenced its operations in the United Kingdom and France as a result of an acquisition of a business in 1992. The Company commenced its operations in Sweden as a result of an acquisition of a business in 2006. Wholly-owned subsidiaries operate the Company’s service and distribution facilities in the United Kingdom, France and Sweden. Financial information about the Company’s U.S. and non-U.S. operations is set forth in Note 11 to the Consolidated Financial Statements included in Item 8. As of September 30, 2008, a significant portion (approximately 50%) of the Company’s cash and cash equivalents are in the possession of its non-U.S. subsidiaries and relate to undistributed earnings of these non-U.S. subsidiaries. Distributions from the Company’s non-U.S. subsidiaries to the Company may be subject to statutory restrictions, adverse tax consequences or other limitations. Item 2. Properties The Company’s property, plant and equipment include the facilities described below and a substantial quantity of machinery and equipment, most of which consists of industry specific machinery and equipment using special jigs, tools and fixtures and in many instances having automatic control features and special adaptations. In general, the Company’s property, plant and equipment are in good operating condition, are well maintained and substantially all of its facilities are in regular use. The Company considers its investment in property, plant and equipment as of September 30, 2008 suitable and adequate given the current product offerings for the respective business segments’ operations in the current business environment. The square footage numbers set forth in the following paragraphs are approximations: • The Turbine Component Services and Repair Group operates a single facility in Minneapolis, Minnesota with a total of 59,000 square feet and that is involved in the repair and remanufacture of small aerospace 5 turbine engine components. In addition, the Repair Group owns a building and land located in Cork, Ireland (59,000 square feet) that (i) is subject to a long-term lease arrangement with PAS Technologies Ireland, the acquirer of the Repair Group’s industrial turbine engine component repair business in fiscal 2007, and (ii) is being marketed for sale as of September 30, 2008. • The Aerospace Component Manufacturing Group operates in a single, owned 240,000 square foot facility located in Cleveland, Ohio. This facility is also the site of the Company’s corporate headquarters. • The Applied Surface Concepts Group is headquartered in an owned 34,000 square foot facility in Cleveland, Ohio. The Group leases space aggregating 52,000 square feet for sales offices and/or for its contract selective electrochemical finishing services in Norfolk, Virginia; Hartford, Connecticut; Houston, Texas; Paris, France; and Birmingham, England. The Group also operates in an owned 3,000 square foot facility in Rattvik, Sweden. Item 3. Legal Proceedings In the normal course of business, the Company may be involved in ordinary, routine legal actions. The Company cannot reasonably estimate future costs, if any, related to these matters but does not believe any such matters are material to its financial condition or results of operations. The Company maintains various liability insurance coverages to protect its assets from losses arising out of or involving activities associated with ongoing and normal business operations; however, it is possible that the Company’s future operating results could be affected by future cost of litigation. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the fourth quarter of the Company’s 2008 fiscal year. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s Common Shares are traded on the American Stock Exchange under the symbol “SIF”. The following table sets forth, for the periods indicated, the high and low sales price for the Company’s Common Shares as reported by the American Stock Exchange. Years Ended September 30, 2008 2007 High Low High Low First Quarter……………………………... Second Quarter………………………….. Third Quarter……………………………. Fourth Quarter…………………………... $ 23.20 $ 14.60 $ 7.30 $ 4.15 16.78 15.40 10.95 9.80 10.08 7.60 10.91 21.29 25.50 4.51 8.61 13.50 6 Performance Graph Set forth below is a graph comparing the returns to shareholders of the Company's Common Shares to the returns to shareholders of the S&P Composite – 500 Stock Index and the S&P Aerospace/Defense Group. The graph assumes (i) that the value of the investment in the Common Shares, the S&P Composite – 500 Stock Index and the S&P Aerospace/Defense Group was $100 on September 30, 2003 and (ii) the reinvestment of dividends. Comparison of Five-Year Return Performance of SIFCO Industries, Inc., the S&P 500 Index and the S&P Aerospace/Defense Group SIFCO Stock Price vs. S&P 500 and S&P Aerospace/Defense Index $900.00 $800.00 $700.00 $600.00 $500.00 $400.00 $300.00 $200.00 $100.00 $0.00 9/30/03 3/31/04 9/30/04 3/31/05 9/30/05 3/31/06 9/30/06 3/31/07 9/30/07 3/31/08 9/30/08 S&P 500 SIFCO S&P Aerospace/Defense Dividends and Shares Outstanding The Company has not declared or paid any cash dividends within the last two (2) fiscal years and does not anticipate paying any such dividends in the foreseeable future. The Company currently intends to retain all of its earnings for the operation of its businesses. The Company’s ability to declare or pay cash dividends is limited by its credit agreement covenants. At October 31, 2008, there were approximately 644 shareholders of record of the Company’s Common Shares, as reported by National City Corporation, the Company’s Transfer Agent and Registrar, which maintains it corporate offices at National City Center, 1900 East Ninth Street, Cleveland, Ohio 44101-0756. 7 Item 6. Selected Financial Data The following table sets forth selected consolidated financial data of the Company. The data presented below should be read in conjunction with the audited Consolidated Financial Statements and Notes to Consolidated Financial Statements included in Item 8. Years Ended September 30, 2008 2007 2006 2005 2004 (Amounts in thousands, except per share data) Statement of Operations Data Net sales…………………………...….……………….. $ Income (loss) from continuing operations before income tax provision……………………………… Income tax provision……………………...…………… Income (loss) from continuing operations………….…. Income (loss) from continuing operations per share (basic)…………………………………….. Income (loss) from continuing operations per share (diluted)…………………………………... Income (loss) from discontinued operations, net of tax.. Net income (loss)…………………………………….... Net income (loss) per share (basic)……………….. Net income (loss) per share (diluted)………….….. Cash dividends per share………………………………. Shares Outstanding at Year End……………………. Balance Sheet Data Working capital………………………………..……… Property, plant and equipment, net……………………. Total assets…………………………………….……… Long-term debt, net of current maturities…………….. Other long-term liabilities……………………………... Total shareholders’ equity……………………..……… Shareholders’ equity per share………………………... Financial Ratios Return on beginning shareholders’ equity…………...... Long-term debt to equity percent…………..………….. Current ratio…………………………………..……….. 101,391 $ 87,255 $ 68,606 $ 52,863 $ 53,798 8,820 3,277 5,543 1.05 1.04 287 5,830 1.10 1.09 --- 5,295 10,255 1,483 8,772 (35) 14 (49) (2,424) 541 (2,965) (3,298) 75 (3,373) 1.67 (0.01) (0.57) (0.65) 1.66 (2,044) 6,728 1.28 1.27 --- (0.01) 1,009 960 0.18 0.18 --- (0.57) 2,769 (196) (0.04) (0.04) --- (0.65) (2,573) (5,946) (1.14) (1.14) --- 5,281 5,222 5,222 5,214 $ 34,315 10,253 60,149 269 5,745 40,679 7.68 $ 32,350 10,570 60,889 2,986 5,613 36,778 6.96 $ 15,011 14,059 48,775 427 5,939 25,183 4.82 $ 9,619 $ 18,744 49,523 10 8,645 22,398 4.29 16,029 19,882 59,759 5,797 8,108 24,802 4.76 15.9% 0.7% 3.6 26.7% 8.1% 3.1 4.3% 1.7% 1.9 (0.8)% --- 1.5 (19.6)% 23.4 % 1.8 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, may contain various forward-looking statements and includes assumptions concerning the Company’s operations, future results and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides this cautionary statement identifying important economic, political and technological factors, among others, the absence or effect of which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Such factors include the following: (1) future business environment, including capital and consumer spending; (2) competitive factors, including the ability to replace business which may be lost; (3) successful development of turbine repair processes and/or the procurement of new repair process licenses from turbine engine manufacturers and/or the Federal Aviation Administration; (4) metals and commodities price increases and the Company’s ability to recover such price increases; (5) successful development and market introductions of new products and services; (6) regressive pricing pressures on the Company’s products and services, with productivity improvements as the primary means to maintain margins; (7) the impact on business conditions, and on the aerospace industry in particular, of the global terrorism threat; (8) continued reliance on consumer acceptance of regional and business aircraft powered by more fuel efficient turboprop engines vs. regional and business aircraft powered by turbofan engines; (9) continued reliance on several major customers for revenues; (10) the Company’s ability to continue to have access to its revolving credit facility and to comply with the terms of its credit agreement, including financial covenants, (11) the impact on future contributions to the Company’s defined benefit pension plan due to changes in actuarial assumptions and the 8 market value of plan assets; and (12) stable governments, business conditions, laws, regulations and taxes in the economic environments where business is conducted. The Company and its subsidiaries engage 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 forging, heat-treating, coating, welding, machining and selective electrochemical finishing. The products include forged components, machined forged parts and other machined metal parts, remanufactured component parts for turbine engines, and selective electrochemical finishing solutions and equipment. The Company’s operations are conducted in three business segments: (1) Aerospace Component Manufacturing Group, (2) Turbine Component Services and Repair Group, and (3) Applied Surface Concepts Group. The Company endeavors to plan and evaluate its businesses’ operations while taking into consideration certain factors including the following – (i) the projected build rate for commercial, business and military aircraft as well as the engines that power such aircraft, (ii) the projected maintenance, repair and overhaul schedules for commercial, business and military aircraft as well as the engines that power such aircraft, and (iii) anticipated exploration and production activities relative to oil and gas products, etc. A. Results of Operations 1. Fiscal Year 2008 Compared with Fiscal Year 2007 Net sales from continuing operations in fiscal 2008 increased 16.2% to $101.4 million, compared with $87.3 million in the comparable period in fiscal 2007. Income from continuing operations before income taxes in fiscal 2008 was $8.8 million, compared with $10.3 million in the comparable period in fiscal 2007. Included in the $8.8 million of income from continuing operations before income taxes in fiscal 2008 was (i) $0.5 million of expense related to the business settlement of a product dispute that originated in fiscal 2007, (ii) $0.8 million of expense related to the impairment of a long-lived asset, and (iii) a LIFO provision of $1.7 million. Included in the $10.3 million of income from continuing operations before income taxes in fiscal 2007 was (i) $0.1 million of expense related to the business settlement of a product dispute that originated in fiscal 2007 and (ii) a LIFO provision of $0.3 million. Income (loss) from discontinued operations, net of tax, which includes both the industrial turbine repair business that was sold in fiscal 2007 and the large aerospace turbine engine component repair business that was sold in fiscal 2006, was income of $0.3 million in fiscal 2008, compared with a $2.0 million loss in the comparable period in fiscal 2007. Included in the $2.0 million loss from discontinued operations in fiscal 2007 were (i) grant income of $2.1 million and (ii) a loss of approximately $0.8 million from the divestiture in fiscal 2007 of a business and certain related assets, as explained more fully in Notes 4 and 9, respectively, to the Consolidated Financial Statements. Net income in fiscal 2008 was $5.8 million, compared with $6.7 million in the comparable period in fiscal 2007. Aerospace Component Manufacturing Group (“ACM Group”) Net sales in fiscal 2008 increased 20.0% to $72.0 million, compared with $60.0 million in the comparable period of fiscal 2007. For purposes of the following discussion, the ACM Group considers aircraft that can accommodate less than 100 passengers to be small aircraft and those that can accommodate 100 or more passengers to be large aircraft. Net sales of airframe components for small aircraft increased $7.6 million to $38.2 million in fiscal 2008, compared with $30.6 million in the comparable period in fiscal 2007. Net sales of turbine engine components for small aircraft, which consist primarily of business and regional jets, as well as military transport and surveillance aircraft, increased $1.8 million to $19.9 million in fiscal 2008, compared with $18.1 million in the comparable period in fiscal 2007. Net sales of airframe components for large aircraft increased $0.5 million to $7.6 million in fiscal 2008, compared with $7.1 million in the comparable period in fiscal 2007. Net sales of turbine engine components for large aircraft increased $1.3 million to $3.0 million in fiscal 2008, compared with $1.7 million in the comparable period in fiscal 2007. Commercial product sales and other revenues were $3.3 million and $2.5 million in fiscal 2008 and 2007, respectively. The ACM Group’s airframe and turbine engine component products have both military and commercial applications. Net sales of airframe and turbine engine components that solely have military applications were $33.4 million in fiscal 2008, compared with $25.7 million in the comparable period in fiscal 2007. This increase is attributable in part to increased military spending due to ongoing wartime demand such as for additional military helicopters and related replacement components. 9 The ACM Group’s selling, general and administrative expenses increased $1.2 million to $4.9 million, or 6.8% of net sales, in fiscal 2008, compared with $3.7 million, or 6.1% of net sales, in the comparable period in fiscal 2007. The $1.2 million increase in selling, general and administrative expenses in fiscal 2008 was principally due to a $0.6 million payment to a customer that was made to achieve an amicable settlement related to a product dispute that originated in fiscal 2007, of which $0.1 million was expensed in fiscal 2007, and that the Company agreed to make as a business gesture of good faith and cooperation without admission of liability. The remaining selling, general and administrative expenses in fiscal 2008 and 2007 were $4.4 million, or 6.1% of net sales, and $3.6 million, or 6.0% of net sales, respectively. The remaining $0.8 million increase in selling, general and administrative expenses in fiscal 2008 compared to the same period in fiscal 2007 was principally due to (i) a $0.3 million increase in variable selling cost principally due to the increase in net sales, (ii) a $0.2 million increase in compensation and related expenses, and (iii) a $0.1 million increase in bad debt expense. During the fourth quarter of fiscal 2008, the ACM group recorded $0.8 million of expense related the impairment of a long- lived asset. The ACM Group’s operating income in fiscal 2008 was $9.9 million, compared with $10.3 million in the comparable period in fiscal 2007. Included in the $9.9 million of operating income in fiscal 2008 were the aforementioned $1.3 million of expenses related to the amicable settlement of a product dispute and the impairment of a long-lived asset. The $11.2 million of operating income in fiscal 2008, before these $1.3 million of expenses, reflected an improvement relative to fiscal 2007 principally due to the positive impact on margins resulting from higher production and sales volumes in the fiscal 2008, which allowed the ACM Group to leverage its fixed operating cost structure over more units of production and sales. The positive impact of the improved leverage of its fixed operating cost were partially offset by the negative impact of (i) a $1.4 million increase in the LIFO provision and (ii) higher variable labor costs recognized in fiscal 2008, compared to the same period in fiscal 2007. Turbine Component Services and Repair Group (“Repair Group”) During fiscal 2008, net sales, which consist principally of component repair services (including precision component machining and industrial coating) for small aerospace turbine engines, increased 10.8% to $14.3 million, compared with $12.9 million in the comparable fiscal 2007 period. During fiscal 2008, the Repair Group’s selling, general and administrative expenses from continuing operations were $1.3 million, or 9.2% of net sales, compared with $1.4 million, or 10.5% of net sales, in the comparable fiscal 2007 period. Included in selling, general and administrative expenses during both fiscal 2008 and 2007 was $0.1 million of bad debt recoveries and, therefore, the remaining selling, general and administrative expenses were $1.4 million, or 9.9% of net sales, and $1.5 million, or 11.2% of net sales, during such periods. The Repair Group’s operating results from continuing operations were a loss of $0.3 million in fiscal 2008 compared with income of $0.7 million, in the comparable fiscal 2007 period. Included in the $0.3 million operating loss during fiscal 2008 were (i) the aforementioned $0.1 million of bad debt recovery, (ii) $0.1 million of income from the sale of previously reserved inventory, and (iii) $0.1 million of income related to the renegotiation of a vendor obligation. Despite these favorable items, the reason that operating results did not improve with the higher volumes during fiscal 2008 is due principally to startup costs related to the production launch of a new component repair program and a change in product sales mix to less favorable margin products. Applied Surface Concepts Group (“ASC Group”) Net sales increased 5.3% to $15.1 million, compared with $14.3 million in the comparable fiscal 2007 period. In fiscal 2008, product net sales, consisting of selective electrochemical metal finishing equipment and solutions, increased $0.4 million to $7.5 million, compared with $7.1 million in the same period in fiscal 2007. In fiscal 2008, customized selective electrochemical metal finishing contract service net sales increased $0.3 million to $7.4 million, compared with $7.1 million in the same period in fiscal 2007. A portion of the ASC Group’s business is conducted in Europe and is denominated in local European currencies, which have strengthened in relation to the US dollar resulting in a favorable currency impact on net sales in fiscal 2008 of approximately $0.3 million. The ASC Group’s selling, general and administrative expenses decreased $0.1 million to $4.3 million, or 28.7% of net sales, in fiscal 2008, compared with $4.4 million, or 31.0% of net sales in the comparable fiscal 2007 period. The $0.1 million decrease in selling, general and administrative expenses in fiscal 2008 was principally due to a reduction in 10 compensation and benefit related expenses attributable to certain salaried support positions that have either been eliminated or, if not eliminated, have not yet been replaced. The ASC Group’s operating income in fiscal 2008 was $1.3 million, compared with $1.0 million in the same period in fiscal 2007. This $0.3 million increase in operating income is principally due to (i) a decrease in selling, general and administrative expenses discussed above and (ii) improved operating margins due to higher sales. These gains were partially offset by (i) rising precious metals commodity costs that could not be fully passed on to customers and (ii) higher compensation expense due to the hiring of additional operations personnel. Corporate Unallocated Expenses Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and professional and other corporate expenses, were $2.0 million in fiscal 2008, compared with $1.7 million in the same period in fiscal 2007. The $0.3 million increase in fiscal 2008 is principally due to an increase in legal and professional expenses related to (i) the Company’s long-term strategic planning efforts, including its incentive compensation planning, (ii) its efforts required to achieve initial Sarbanes-Oxley compliance in fiscal 2008, and (iii) professional tax consulting services. These increases were partially offset by a decrease in incentive expense. Other/General Interest expense from continuing operations was $0.1 million and $0.2 million in fiscal 2008 and 2007, respectively. The following table sets forth the weighted average interest rates and weighted average outstanding balances under the Company’s revolving credit agreement in fiscal years 2008 and 2007. Credit Agreement 2008 Revolving credit agreement………………………. 6.8% 2007 8.8% 2008 2007 $1.4 million $1.4 million Weighted Average Interest Rate Year Ended September 30, Weighted Average Outstanding Balance Year Ended September 30, The Company believes that inflation did not materially affect its results of operations in fiscal 2008 or fiscal 2007, and does not expect inflation to be a significant factor in fiscal 2009. 2. Fiscal Year 2007 Compared With Fiscal Year 2006 In fiscal 2007, the Company and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), which is a part of the Company’s Turbine Component Services and Repair Group, completed the sale of its industrial turbine engine component repair business and certain related assets (“Industrial Repair Business”). In addition, in fiscal 2006, the Company and SIFCO Turbine completed the sale of its large aerospace turbine engine component repair business and certain related assets (“Large Aero Business”). The combined results of the Company’s Industrial Repair and Large Aero Businesses are reported as discontinued operations in the accompanying Consolidated Statements of Operations. Net sales from continuing operations in fiscal 2007 increased 27.2% to $87.3 million, compared with $68.6 million in fiscal 2006. Income from continuing operations in fiscal 2007 was income of $8.8 million, compared with a loss of $0.1 million in fiscal 2006. Income from discontinued operations, net of tax, which includes both the Industrial Repair and Large Aero Businesses, was a loss of $2.0 million in fiscal 2007, compared to income of $1.0 million in fiscal 2006. Included in the $2.0 million loss from discontinued operations in fiscal 2007 was (i) $2.1 million of grant income related to the expiration of certain grants, as explained more fully in Note 4 to the Consolidated Financial Statements in Item 8 and (ii) a loss of approximately $0.8 million from the divestiture of the Industrial Repair Business, as explained more fully in Note 9 to the Consolidated Financial Statements in Item 8. Included in the $1.0 million of income from discontinued operations in fiscal 2006 was a gain of approximately $4.4 million from the divestiture of the Large Aero Business, as explained more fully in Note 9 to the Consolidated Financial Statements in Item 8. Net income in fiscal 2007 was $6.7 million, compared with $1.0 million in fiscal 2006. 11 Aerospace Component Manufacturing Group (“ACM Group”) Net sales in fiscal 2007 increased 36.5% to $60.0 million, compared with $43.9 million in fiscal 2006. The significant increase in the ACM Group’s net sales in fiscal 2007 was due to a combination of (i) an increase in volumes resulting from the general strength of demand in the markets which the Company serves and (ii) an increase in product prices principally reflecting the pass-through to customers of the increase in raw material prices incurred by the Company. For purposes of the following discussion, the ACM Group considers aircraft that can accommodate less than 100 passengers to be small aircraft and those that can accommodate 100 or more passengers to be large aircraft. Net sales of airframe components for small aircraft increased $7.2 million to $30.6 million in fiscal 2007, compared with $23.4 million in fiscal 2006. Net sales of turbine engine components for small aircraft, which consist primarily of net sales of turbine engine components for business and regional jets, as well as military transport and surveillance aircraft, increased $6.5 million to $18.1 million in fiscal 2007, compared with $11.6 million in fiscal 2006. Net sales of airframe components for large aircraft increased $2.7 million to $7.1 million in fiscal 2007, compared with $4.4 million in fiscal 2006. Net sales of turbine engine components for large aircraft decreased $0.1 million to $1.7 million in fiscal 2007, compared with $1.8 million in fiscal 2006. Commercial product and non-product sales were $2.5 million and $2.7 million in fiscal 2007 and 2006, respectively. Included in net sales in fiscal 2007 was $0.7 million related principally to certain product pricing adjustments that were agreed to and recorded in the fourth quarter of fiscal 2007 and that related to customer shipments that occurred during the prior two quarters of fiscal 2007. Such pricing adjustments resulted principally from the finalization, during the fourth quarter of fiscal 2007, of certain ACM Group customer negotiations that were initiated during the first half of fiscal 2007. Of the $0.7 million in fourth quarter pricing adjustments, $0.5 million related to net sales in the third quarter of fiscal 2007 and $0.1 million related to net sales in the second quarter of fiscal 2007. The ACM Group’s airframe and turbine engine component products have both military and commercial applications. Net sales of airframe and turbine engine components that solely have military applications were $25.7 million in fiscal 2007, compared with $20.5 million in fiscal 2006. This increase is attributable in part to increased military spending due to ongoing wartime demand such as for additional military helicopters and related replacement components. During fiscal 2007, the ACM Group’s selling, general and administrative expense increased $0.5 million to $3.7 million, or 6.1% of net sales, compared with $3.2 million, or 7.3% of net sales, in fiscal 2006. The $0.5 million increase in fiscal 2007 was principally due to (i) an increase in the ACM Group’s compensation expense, including incentive compensation, resulting from the hiring of certain additional personnel to support the growth in the ACM Group’s business and (ii) variable selling costs resulting from the overall significant increase in net sales and operating income during fiscal 2007 compared with fiscal 2006. The ACM Group’s operating income in fiscal 2007 was $10.3 million, compared with $1.7 million in fiscal 2006. Operating results improved significantly in fiscal 2007 compared with fiscal 2006 due primarily to the positive impact on margins resulting from significantly higher production and net sales volumes in fiscal 2007. The improved margins are due principally to (i) operating efficiencies and the related absorption of the ACM Group’s relatively high fixed operating costs over more units of production and sales in fiscal 2007, (ii) improvements in product pricing and (iii) a $1.2 million reduction in the LIFO provision in fiscal 2007 compared with fiscal 2006. Turbine Component Services and Repair Group (“Repair Group”) Net sales from continuing operations in fiscal 2007, which consist principally of component repair services (including precision component machining and industrial coating) for small aerospace turbine engines, increased 4.9% to $12.9 million, compared with $12.3 million in fiscal 2006. During fiscal 2007, the Repair Group’s selling, general and administrative expenses from continuing operations decreased $0.2 million to $1.4 million or 10.5% of net sales, compared with $1.6 million, or 12.7% of net sales, in fiscal 2006. Included in the $1.6 million of selling, general and administrative expenses in fiscal 2006 were $0.1 million of severance and related charges. The Repair Group’s operating income from continuing operations in fiscal 2007 was $0.7 million, compared with $0.2 million in fiscal 2006. The improvement in operating income is principally attributable to (i) the aforementioned reduction in selling, general and administrative expenses, (ii) the relative product sales mix - with a larger portion of sales being higher margin product with a lower raw material/higher value-added content and (iii) the consumption of lower cost and/or previously written down inventory. 12 Applied Surface Concepts Group (“ASC Group”) Net sales of the ASC Group increased 16.2% to $14.3 million in fiscal 2007, compared with net sales of $12.3 million in fiscal 2006. In fiscal 2007, product net sales, consisting of selective electrochemical finishing equipment and solutions, increased 11.4% to $7.1 million, compared with $6.3 million in fiscal 2006. In fiscal 2007, customized selective electrochemical finishing contract service net sales increased 21.5% to $7.1 million, compared with $5.8 million in fiscal 2006. During fiscal 2007, the ASC Group’s selling, general and administrative expenses decreased $0.3 million to $4.4 million, or 31.0% of net sales, compared with $4.7 million, or 38.4% of net sales, in fiscal 2006. The principal reason for the $0.3 million decrease in selling, general and administrative expenses in fiscal 2007 as compared to fiscal 2006 was the reduction in headcount and related expenses, which was partially offset by $0.1 million of severance and related charges incurred in fiscal 2007. The ASC Group’s operating income in fiscal 2007 was $1.0 million, compared with an operating loss of $0.6 million in fiscal 2006. Operating results improved principally due to (i) the positive impact on margins of the significantly higher net sales volumes in fiscal 2007, while maintaining a relatively fixed cost structure, compared with fiscal 2006 and (ii) the aforementioned $0.3 million reduction in selling, general and administrative expenses. Corporate Unallocated Expenses Corporate unallocated expenses, consisting of corporate salaries and benefits, legal and professional and other corporate expenses, were $1.7 million in fiscal 2007 compared $1.6 million in fiscal 2006. During fiscal 2007, a $0.3 million reduction in compensation expense due principally to a management restructuring (after the sale of the Large Aero Business of the Repair Group’s business that occurred in fiscal 2006) was offset by a $0.4 million increase in incentive expense related to payments earned as a result of (i) the successful completion of certain strategic initiatives and (ii) the Company’s significantly improved operating results in fiscal 2007. Legal and professional expenses related to the sale of the Company’s Industrial Repair Business that were charged to corporate unallocated expenses in the first two quarters of fiscal 2007 were reclassified in the third quarter of fiscal 2007 to loss on sale of business, which is included in income (loss) from discontinued operations, net of tax. Other/General Interest expense from continuing operations was $0.2 million in fiscal 2007, compared with a nominal amount in fiscal 2006. The following table sets forth the weighted average interest rates and weighted average outstanding balances under the Company’s credit agreements in fiscal years 2007 and 2006. Credit Agreement Revolving credit agreement………………………. Debt purchase agreement (1)..……………………. Weighted Average Interest Rate Year Ended September 30, Weighted Average Outstanding Balance Year Ended September 30, 2007 8.8% N/A 2006 8.4% 4.6% 2007 2006 $1.4 million N/A $0.7 million $0.7 million (1) Debt purchase agreement was with an Irish bank and was paid off during the third quarter of fiscal 2006. Interest expense related to this debt is included in income (loss) from discontinued operations. During fiscal 2007, in addition to recognizing at statutory rates the utilization of $3.6 million of the Company’s available U.S. net operating loss carry forwards, the Company (i) provided $1.8 million of U.S. deferred income taxes on the undistributed earnings of its non-U.S. subsidiaries that are available for distribution as of September 30, 2007; (ii) reversed a substantial portion of the valuation allowance previously established against its net deferred tax assets and, accordingly, recognized a U.S. deferred income tax benefit of approximately $3.0 million, as explained more fully in Note 6 to the Consolidated Financial Statements in Item 8; and (iii) recognized the benefit of the excess tax basis of the Company’s property, plant and equipment of $0.7 million. The Company’s total non-U.S. income tax provision was $0.1 million. 13 B. Liquidity and Capital Resources Cash and cash equivalents increased to $10.4 million at September 30, 2008, compared with $5.5 million at September 30, 2007. At September 30, 2008, $5.5 million of the Company’s cash and cash equivalents are in the possession of its non- U.S. subsidiaries. Distributions from the Company’s non-U.S. subsidiaries to the Company may be subject to statutory restriction, adverse tax consequences or other limitations. The Company’s operating activities provided $9.7 million of cash (of which $9.8 million was provided by continuing operations) in fiscal 2008, compared with $4.4 million of cash used by operating activities (of which $1.1 million was used for continuing operations) in fiscal 2007. The $9.8 million of cash provided by operating activities of continuing operations in fiscal 2008 was primarily due to (i) $11.0 million of income from continuing operations before such non-cash items as depreciation expense, asset impairment charges, LIFO provision and deferred taxes and (ii) a $3.4 million decrease in inventory, excluding the $1.7 million increase in the LIFO reserve. These sources of cash were offset principally by (i) a $1.3 million decrease in other long-term liabilities, (ii) a $1.4 million decrease in accounts payable and accrued liabilities and (iii) a $1.3 million increase in refundable income taxes. The changes in the components of working capital were due to factors resulting from normal business conditions of the Company, including (i) the ACM Group’s response to the increased demand in its business as measured by its sales levels, (ii) the ACM Group’s efforts to improve the optimization of its inventory levels during such periods of increased demand, (iii) collections from customers, (iv) the relative timing of payments to suppliers and (v) the amount of progress payments made for projected income tax obligations. The change in other long-term liabilities is principally attributable to the funding of a U.S. defined benefit pension plan. Capital expenditures, all of which were from continuing operations, were $2.0 million in fiscal 2008 compared with $1.4 million (of which $0.9 million were from continuing operations) in fiscal 2007. Capital expenditures during fiscal 2008 consist of $1.1 million by the ACM Group, $0.4 million by the ASC Group and $0.5 million by the Repair Group. The Company anticipates that capital expenditures will be within the range of $3.0 to $4.0 million in fiscal 2009 to support the projected growth in the Company’s businesses. At September 30, 2008, the Company had an $8.0 million revolving credit agreement with a bank, subject to sufficiency of collateral, which expires on July 1, 2009 and bears interest at the bank’s base rate. The interest rate was 5.00% at September 30, 2008. A 0.35% commitment fee is incurred on the unused balance of the revolving credit agreement. At September 30, 2008, no amount was outstanding and the Company had $7.9 million available under its $8.0 million revolving credit agreement. The Company’s revolving credit agreement is secured by substantially all of the Company’s assets located in the U.S. and a guarantee by its U.S. subsidiaries. Under its revolving credit agreement with the bank, the Company is subject to certain customary covenants. These include, without limitation, covenants (as defined) that require maintenance of certain specified financial ratios, including a minimum tangible net worth level and a minimum EBITDA level. The Company was in compliance with all applicable covenants at September 30, 2008. In December 2008, the Company entered into an agreement with its bank to extend the maturity date of its revolving credit agreement from July 1, 2009 to October 1, 2010. The Company believes that cash flows from its operations together with existing cash reserves and the funds available under its revolving credit agreement will be sufficient to meet its working capital requirements through the end of fiscal year 2009. C. Off-Balance Sheet Arrangements The Company does not have any obligations that meet the definition of an off-balance sheet arrangement and that have, or are reasonably likely to have, a material effect on the Company’s financial condition or results of operations. 14 D. Other Contractual Obligations The following table summarizes the Company’s outstanding contractual obligations and other commercial commitments at September 30, 2008 and the effect such obligations are expected to have on liquidity and cash flow in future periods. Other Contractual Obligations Total Payments Due by Period (Amounts in thousands) >1 up to 3 years Less than 1 year >3 up to 5 years More than 5 years Debt obligations………...…….. $ Capital lease obligations……… Operating lease obligations…... 9 $ 398 1,354 2 129 493 $ $ 3 241 697 4 28 164 $ --- --- --- Total…………..…….….... $ 1,761 $ 624 $ 941 $ 196 $ --- Excluded from the foregoing Other Contractual Obligations table are open purchase orders at September 30, 2008 for raw materials and supplies required in the normal course of business. Included in other long-term liabilities in the Company’s balance sheet as of September 30, 2008 is $1.6 million of liabilities related to the Company’s defined benefit pension plans. The Company is expected to fund $0.4 million of pension obligations in fiscal 2009. E. Outlook The Company’s Repair and ACM Groups’ businesses continue to be heavily dependent upon the strength of the commercial airlines as well as aircraft and related engine manufacturers. Consequently, the performance of the domestic and international air transport industry directly and significantly impacts the performance of the Repair and ACM Groups’ businesses. The financial condition of many airlines in the U.S. and throughout the world, while showing improvement, continues to be weak. The U.S. airline industry has received U.S. government assistance, while some airlines have entered and/or proceeded through the bankruptcy reorganization process, and others continue to pursue major restructuring initiatives, which appear to have had a positive impact on operating results in recent periods. Modest improvements in the commercial airlines and the continuation of relatively strong demand in the aircraft and related engine industries have been complemented by relatively strong U.S. military spending for aircraft and related components. The air transport industry’s long-term outlook has been one of continued, steady growth. Such outlook suggests the need for additional aircraft and, therefore, growth in the requirement for airframe and engine components as well as aerospace turbine engine repairs. The air transport industry is currently benefiting from several favorable trends including: (i) projected growth in air traffic, (ii) major replacement and refurbishment cycles driven by the desire for more fuel efficient aircraft and fleet commonality, and (iii) the increased use of wide-body aircraft. However, the current global economic crisis has created significant reductions in available capital and liquidity from banks and other providers of credit. Therefore, this crisis may adversely affect the ability of the Company’s customers and lenders to fulfill their obligations, and a continued deterioration in the global economy could result in reduced demand for the products and services that the Company provides. While Management’s current outlook for the air transport industry continues to remain favorable in the near term, the Company is beginning to see some of its key customers extend/delay their required delivery schedules. It is difficult to determine the potential long-term impact that the aforementioned factors may have on air travel and the demand for the products and services provided by the Company. Lack of continued improvement could result in credit risk associated with serving the financially troubled airlines and/or their suppliers. All of these consequences, to the extent that they may occur, could negatively impact the Company’s net sales, operating profits and cash flows. However, in light of the current business environment, the Company believes that cash on-hand, funds available under its revolving credit agreement, and anticipated funds generated from operations will be adequate to meet its liquidity needs through the foreseeable future. 15 F. Critical Accounting Policies and Estimates Allowances for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of certain customers to make required payments. The Company evaluates the adequacy of its allowances for doubtful accounts each quarter based on the customers’ credit-worthiness, current economic trends or market conditions, past collection history, aging of outstanding accounts receivable and specific identified risks. As these factors change, the Company’s allowances for doubtful accounts may change in subsequent periods. Historically, losses have been within management’s expectations and have not been significant. Inventories The Company maintains allowances for obsolete and excess inventory. The Company evaluates its allowances for obsolete and excess inventory each quarter. Each business segment maintains formal policies, which require at a minimum that reserves be established based on an analysis of the age of the inventory. In addition, if the Company learns of specific obsolescence, other than that identified by the aging criteria, an additional reserve will be recognized as well. Specific obsolescence may arise due to a technological or market change, or based on cancellation of an order. Management’s judgment is necessary in determining the realizable value of these products to arrive at the proper allowance for obsolete and excess inventory. Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, including property, plant and equipment, at least annually or when events and circumstances warrant such a review. This review is performed using estimates of future undiscounted cash flows, which include proceeds from disposal of assets. If the carrying value of a long-lived asset is greater than the estimated undiscounted future cash flows, and if such excess carrying value is determined to be permanent, then the long- lived asset is considered impaired and an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. The Company has a significant amount of property, plant and equipment. The determination as to whether events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable involves judgment. The Company believes that its estimate of future undiscounted cash flows is a critical accounting estimate because (i) it requires the Company to make assumptions about future results and (ii) the recognition of an impairment charge could have a material impact on the Company’s financial position and results of operations. In projecting future undiscounted cash flows, the Company relies on internal budgets and forecasts, and projected proceeds upon disposal of long-lived assets. The Company’s budgets and forecasts are based on historical results and anticipated future market conditions, such as the general business climate and the effectiveness of competition. The Company believes that its estimates of future undiscounted cash flows and fair value are reasonable; however, changes in estimates of such undiscounted cash flows and fair value could change the Company’s estimates of fair value. Further, actual results can differ significantly from assumptions used by the Company in making its estimates. Future changes in the Company’s estimates could result in future impairment charges. Deferred Tax Valuation Allowance The Company accounts for deferred taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”, whereby the Company recognizes an income tax benefit related to its consolidated net losses and other temporary differences between financial reporting basis and tax reporting basis. At September 30, 2008, the Company’s net deferred tax liability before any valuation allowance was $1.3 million. At September 30, 2006, the income tax benefit related to its consolidated net losses and other temporary differences between financial reporting basis and tax reporting basis was offset by a valuation allowance of $4.6 million based on an assessment of the Company’s ability to realize such benefits. In assessing the Company’s ability to realize its deferred tax assets, management considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. During fiscal 2007, the Company reversed a substantial majority of the valuation allowance based on the Company’s determination that, at that time, it was more likely than not that the benefit would be realized through future taxable income. 16 G. Impact of Newly Issued Accounting Pronouncements In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 161 (“SFAS No. 161”), “Disclosure about Derivative Instruments and Hedging Activities —an amendment of SFAS No. 133”. The objective of this Statement is to enhance disclosures about an entity’s derivative and hedging activities and thereby improve the transparency of financial reporting. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company currently has no hedging arrangements in place. In December 2007, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 110. This guidance continues to allow companies, in certain circumstances, to utilize a simplified method in determining the expected term of stock option grants when calculating the compensation expense to be recorded under Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment”. The simplified method can be used after December 31, 2007 only if a company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term. Because the Company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term, the Company will continue use the simplified method in determining the expected term of the stock options granted to date. In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require expanded disclosure related to the ownership interests in subsidiaries held by parties other than the parent. Such ownership interest(s) shall be clearly identified, labeled, and presented in the consolidated financial statement and shall provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This Statement applies to all for-profit entities that prepare consolidated financial statements, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. At present, the Company has no current non-controlling ownership in any of its subsidiaries. In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS No. 141R), “Business Combinations”. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity (the acquirer) provides in its financial reports about a business combination and its effects. To accomplish that, this Statement establishes principles and requirements for how the acquirer (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies to all transactions or other events in which an entity obtains control of one or more businesses. This Statement applies to all business entities, but does not apply to (i) the formation of a joint venture, (ii) the acquisition of an asset or a group of assets that does not constitute a business, (iii) a combination between entities or businesses under common control, or (iv) a combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Item 7A. Quantitative and Qualitative Disclosures about Market Risk In the ordinary course of business, the Company is subject to foreign currency and interest rate risk. The risks primarily relate to the sale of the Company’s products in transactions denominated in non-U.S. dollar currencies (the euro, pound sterling and the Swedish krona); the payment in local currency of wages and other costs related to the Company’s non-U.S. operations; and changes in interest rates on the Company’s long-term debt obligations. The Company does not hold or issue financial instruments for trading purposes. 17 A. Foreign Currency Risk The U.S. dollar is the functional currency for all of the Company’s U.S. operations. For these operations, all gains and losses from completed currency transactions are included in income currently. For the Company’s non-U.S. subsidiaries, the functional currency is the local currency. Assets and liabilities are translated into U.S. dollars at the rate of exchange at the end of the period and revenues and expenses are translated using average rates of exchange. Foreign currency translation adjustments are reported as a component of accumulated other comprehensive loss. Historically, the Company has been able to mitigate the impact of foreign currency risk by means of hedging such risk through the use of foreign currency exchange contracts, which typically expire within one year. However, such risk is mitigated only for the periods for which the Company has foreign currency exchange contracts in effect, and only to the extent of the U.S. dollar amounts of such contracts. At September 30, 2008, the Company had no forward exchange contracts outstanding. The Company will continue to evaluate its foreign currency risk, if any, and the effectiveness of using similar hedges in the future to mitigate such risk. At September 30, 2008, the Company’s assets and liabilities denominated in the pound sterling, the euro and Swedish krona were as follows (amounts in thousands): Pound Sterling Euro Swedish Krona Cash and cash equivalents………...………. Accounts receivable………………………. Accounts payable…………………………. Accrued liabilities………………………… 21 176 83 62 318 480 74 397 843 1,405 69 2,679 B. Interest Rate Risk The Company’s primary interest rate risk exposure results from the variable interest rate mechanisms associated with the Company’s long-term debt consisting of a revolving credit agreement with a U.S. bank. If interest rates were to increase or decrease 100 basis points (1%) from the September 30, 2008 rate, and assuming no change in the amount outstanding under the revolving credit agreement, annual interest expense to the Company would be nominally impacted. The Company’s sensitivity analyses of the effects of changes in interest rates do not consider the impact of a potential change in the level of variable rate borrowings or derivative instruments outstanding that could take place if these hypothetical conditions prevail. The Company is not a party to any hedging or other interest rate risk management agreements. 18 [This Page Intentionally Left Blank] 19 Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of SIFCO Industries, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of SIFCO Industries, Inc. (an Ohio Corporation) and Subsidiaries as of September 30, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2008. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included 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 audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SIFCO Industries, Inc. and Subsidiaries as of September 30, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2008 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule II is presented for purposes of additional analysis and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. As discussed in Note 7 to the consolidated financial statements, effective September 30, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Statement No. 158, “Employers’ Accounting for Defined Benefit and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106 and 132(R)”. /s/ GRANT THORNTON LLP Cleveland, Ohio December 14, 2008. 20 SIFCO Industries, Inc. and Subsidiaries Consolidated Statements of Operations (Amounts in thousands, except per share data) Years Ended September 30, 2007 2008 2006 Net sales…………………………………………….….……….…..….. Operating expenses: Cost of goods sold……………………………….………….………. Selling, general and administrative expenses…….…………………. Loss (gain) on disposal or impairment of operating assets…………. $ 101,391 $ 87,255 $ 68,606 79,161 12,495 757 65,835 11,173 (137) 57,662 11,106 89 Total operating expenses……………………….…………….….. 92,413 76,871 68,857 Operating income (loss).….…..……………………..….……. 8,978 10,384 Interest income………………………………………………….…….... Interest expense………………………………………………….……... Foreign currency exchange loss (gain), net……………………….…..... Other income, net……………………………..……………................... Income (loss) from continuing operations before income tax provision………………………………….................... Income tax provision………………………………..….………………. Income (loss) from continuing operations………………...… Income (loss) from discontinued operations, net of tax (24) 149 35 (2) 8,820 3,277 5,543 287 (4) 167 (20) (14) 10,255 1,483 8,772 (251) (52) 77 6 (247) (35) 14 (49) (2,044) 1,009 Net income………………...………………………………..... $ 5,830 $ 6,728 Income (loss) per share from continuing operations Basic…………………………………………………………. $ Diluted……………………………………………………….. $ Income (loss) per share from discontinued operations, net of tax Basic…………………………………………………………. $ Diluted……………………………………………………….. $ Net income per share Basic…………………………………………………………. $ Diluted…….…………………….……………........................ $ Weighted-average number of common shares (basic)………...…..…… Weighted-average number of common shares (diluted)……….….…… $ $ $ $ $ $ 1.05 1.04 0.05 0.05 1.10 1.09 5,291 5,340 1.67 1.66 (0.39) (0.39) 1.28 1.27 5,246 5,286 $ $ $ $ $ $ $ 960 (0.01) (0.01) 0.19 0.19 0.18 0.18 5,222 5,227 See notes to consolidated financial statements. 21 SIFCO Industries, Inc. and Subsidiaries Consolidated Balance Sheets (Amounts in thousands, except per share data) September 30, $ ASSETS Current assets: Cash and cash equivalents………………..……………………..………….. $ Receivables, net….………………………..……………………..…………. Inventories………………………………….……………………....………. Refundable income taxes…………………..………………………..……… Deferred income taxes…………………..………………………..………… Prepaid expenses and other current assets…..…………………………..….. Assets held for sale………………………………………………………... Total current assets………………..…………………..………..……. Property, plant and equipment: Land……………………………………..………………………………….. Buildings………………………………..………………….……..……….... Machinery and equipment……………..……………………..…………….. Accumulated depreciation………..……………………..………….………. Property, plant and equipment, net..……...……………..…………… Other assets …..………………………..……………………..…………….….. 2008 10,440 19,130 11,730 1,309 1,541 463 3,158 47,771 578 9,933 34,110 44,621 34,368 10,253 2,125 2007 5,510 19,473 16,897 --- 2,423 370 3,189 47,862 580 9,727 33,234 43,541 32,971 10,570 2,457 Total assets……..…………………………………....…………… $ 60,149 $ 60,889 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current maturities of long-term debt…..……………………..…………….. $ Accounts payable……………………..……………………..……………… Accrued liabilities…………………..…………………………..…………... $ 94 8,310 5,052 87 9,735 5,690 Total current liabilities………..…………………………..…………... 13,456 15,512 Long-term debt, net of current maturities……..………………..……………… Deferred income taxes…………………………………………………………. Other long-term liabilities………………..………………………..…..………. Shareholders’ equity: Serial preferred shares, no par value, authorized 1,000 shares…...……….... Common shares, par value $1 per share, authorized 10,000 shares; issued and outstanding 5,295 shares in 2008 and 5,281 shares in 2007………. Additional paid-in capital………………..………………………..………... Retained earnings……………………..…………………………..………... Accumulated other comprehensive loss……..…………………..….…….... 269 3,295 2,450 2,986 3,655 1,958 --- --- 5,295 6,399 35,658 (6,673) 5,281 6,352 29,828 (4,683) Total shareholders’ equity……..…………………………..…………. 40,679 36,778 Total liabilities and shareholders’ equity…..…………..……….…. $ 60,149 $ 60,889 See notes to consolidated financial statements. 22 SIFCO Industries, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Amounts in thousands) Years Ended September 30, 2008 2007 2006 Cash flows from operating activities: Net income……...….……………………………….……..……………………. $ Loss (income) from discontinued operations, net of tax……………………….. Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization…………………….…………......................... Loss (gain) on disposal of property, plant and equipment………………........ Deferred income taxes………………………………………………………... Share transactions under employee stock plan……………............................. Asset impairment charges……………………………………......................... Changes in operating assets and liabilities: Receivables………………………………………………………………… Inventories…………………………………………………………………. Refundable income taxes…………..………………………………………. Prepaid expenses and other current assets…………………………………. Other assets……………………………………………………………........ Accounts payable…………………………………………........................... Accrued liabilities………………………………………………………….. Other long-term liabilities…………………………………………………. 5,830 (287) $ 6,728 2,044 $ 960 (1,009) 1,483 1 1,184 60 757 (58) 5,124 (1,311) (110) (184) (650) (705) (1,337) 1,447 (141) 1,208 88 --- (3,512) (9,197) 8 11 888 (148) 371 (915) 1,407 (1,061) 34 139 289 (2,946) (279) --- 79 3 2,408 204 (792) Net cash provided by (used for) operating activities of continuing operations………………………………………………………... Net cash used for operating activities of discontinued operations…... 9,797 (62) (1,120) (3,248) (564) (1,317) Cash flows from investing activities: Capital expenditures……………………………………...................................... Proceeds from disposal of property, plant and equipment…………………….... Acquisition of business…………………………………………………………. Other……………………………………………………….................................. Net cash used for investing activities of continuing operations……... Net cash provided by investing activities of discontinued operations.. Cash flows from financing activities: Proceeds from revolving credit agreement……………………………………... Repayments of revolving credit agreement…………………………………….. Proceeds from other indebtedness..……………………………………………... Repayments of long-term debt…………………………….................................. Repayments of capital lease obligations……………........................................... Net cash provided by (used for) financing activities of continuing operations………………………………………………………... Net cash used for financing activities of discontinued operations…… Increase in cash and cash equivalents…………………..………………………….. Cash and cash equivalents at beginning of year…………………………………… Effect of exchange rate changes on cash and cash equivalents……………………. (2,012) 1 --- --- (2,011) --- 21,029 (23,629) --- --- (109) (2,709) --- 5,015 5,510 (85) (874) 63 --- 118 (693) 3,228 32,091 (29,908) 180 (236) (75) 2,052 --- 219 4,744 547 (1,141) 1,150 (434) 139 (286) 7,533 18,416 (17,999) 287 (297) --- 407 (1,913) 3,860 884 --- Cash and cash equivalents at end of year……….....……………… $ 10,440 $ 5,510 $ 4,744 Supplemental disclosure of cash flow information: Cash paid for interest…………………………………………………………… Cash paid for income taxes, net………………………………………………… $ $ (172) $ (3,598) $ (107) $ (635) $ (131) (523) See notes to consolidated financial statements. 23 SIFCO Industries, Inc. and Subsidiaries Consolidated Statements of Shareholders’ Equity (Amounts in thousands) Common Shares Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Unearned Compensation Common Shares Held in Treasury Total Shareholders’ Equity Balance – September 30, 2005 $ 5,228 $ 6,282 $ 22,140 $ (11,149) $ (60) $ (43) $ 22,398 Comprehensive income: Net income……………………….………. Foreign currency translation adjustment…. Currency exchange contract adjustment…. Minimum pension liability adjustment, net of tax….................................................. Total comprehensive income.…….. --- --- --- --- --- --- 960 --- --- --- 75 288 --- --- --- --- --- --- 960 75 288 --- --- --- 1,324 --- --- 1,324 2,747 Stock option expense………………………….... Share transactions under employee stock plans... --- (6) 78 (37) --- --- --- --- --- 60 --- 43 78 60 Balance – September 30, 2006 $ 5,222 $ 6,323 $ 23,100 $ (9,462) $ --- $ --- $ 25,183 Comprehensive income: Net income………………………………... Foreign currency translation adjustment….. Minimum pension liability adjustment, net of tax….................................................. Total comprehensive income.…….. Adjustment to initially apply SFAS No. 158, net of tax as of September 30, 2007………… Stock option expense………………………….... Share transactions under employee stock plans... --- --- --- --- 6,728 --- --- 2,285 --- --- --- --- 6,728 2,285 --- --- --- 2,819 --- --- 2,819 11,832 --- --- 59 --- 32 (3) --- --- --- (325) --- --- --- --- --- --- --- --- (325) 32 56 Balance – September 30, 2007 $ 5,281 $ 6,352 $ 29,828 $ (4,683) $ --- $ --- $ 36,778 Comprehensive income: Net income………………………………... Foreign currency translation adjustment….. Pension liability adjustment, net of tax….... Total comprehensive income.…….. --- --- --- --- --- --- 5,830 --- --- --- (500) (1,490) --- --- --- --- --- --- 5,830 (500) (1,490) 3,840 50 11 Stock option and performance share expense…... Share transactions under employee stock plans.... --- 14 50 (3) --- --- --- --- --- --- --- --- Balance – September 30, 2008 $ 5,295 $ 6,399 $ 35,658 $ (6,673) $ --- $ --- $ 40,679 See notes to consolidated financial statements. 24 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements Years ended September 30, 2008, 2007 and 2006 (Dollars in thousands, except share and per share data) 1. Summary of Significant Accounting Policies A. DESCRIPTION OF BUSINESS SIFCO Industries, Inc. and Subsidiaries (the “Company”) are 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 forging, heat-treating, coating, welding, machining and selective electrochemical finishing; and the products include forged components, machined forged parts and other machined metal parts, remanufactured components for turbine engines, and selective electrochemical finishing solutions and equipment. The Company’s operations are conducted in three business segments: (1) Aerospace Component Manufacturing Group, (2) Turbine Component Services and Repair Group and (3) Applied Surface Concepts Group. B. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The U.S. dollar is the functional currency for all the Company’s U.S. operations. For these operations, all gains and losses from completed currency transactions are included in income currently. Effective October 1, 2006, the functional currency of the Irish subsidiary is the euro because a substantial majority of the subsidiary’s transactions subsequent to September 30, 2006 are denominated in euros. Prior to October 1, 2006, the functional currency of the Irish subsidiary was the U.S. dollar because a substantial majority of the subsidiary’s transactions prior to October 1, 2006 were denominated in U.S. dollars. For the Company’s other non-U.S. subsidiaries, the functional currency is the local currency. Assets and liabilities are translated into U.S. dollars at the rates of exchange at the end of the period, and revenues and expenses are translated using average rates of exchange. Foreign currency translation adjustments are reported as a component of accumulated other comprehensive loss in the consolidated statements of shareholders’ equity. C. CASH EQUIVALENTS The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. D. CONCENTRATIONS OF CREDIT RISK Receivables are presented net of allowance for doubtful accounts of $583 and $603 at September 30, 2008 and 2007 respectively. During fiscal 2008 and 2007, $257 and $214 of accounts receivable were written off against the allowance for doubtful accounts, respectively. Bad debt expense totaled $254, $147 and $121 in fiscal 2008, 2007 and 2006, respectively. Most of the Company’s receivables represent trade receivables due from manufacturers of turbine engines and aircraft components and turbine engine overhaul companies located throughout the world, including a significant concentration of U.S. based companies. Approximately 42% of the Company’s net sales in 2008 were to four (4) of its largest customers, with an additional 12% of combined net sales to various direct subcontractors to those four (4) customers. No other single group or customer represents greater than 5% of total net sales in 2008. The Company performs ongoing credit evaluations of its customers’ financial conditions. The Company believes its allowance for doubtful accounts is sufficient based on the credit exposures outstanding at September 30, 2008. E. INVENTORY VALUATION Inventories are stated at the lower of cost or market. Cost is determined by the Company’s ACM Group using the last-in, first-out (“LIFO”) method for approximately 76% and 80% of the Company’s inventories at September 30, 2008 and 2007, respectively. Cost is determined using the specific identification method for approximately 8% and 7% of the Company’s inventories at September 30, 2008 and 2007, respectively. The first-in, first-out (“FIFO”) method is used to value the remainder of the Company’s inventories. The Company maintains allowances for obsolete and excess inventory. The Company evaluates its allowances for obsolete and excess inventory each quarter. Each business segment maintains formal policies, which require at a minimum that reserves be established based on an analysis of the age of the inventory. In addition, if the Company learns of specific obsolescence, other than that identified by the aging criteria, an additional reserve will be recognized as well. Specific obsolescence may arise due to a technological or market change, or based on cancellation of an order. 25 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) F. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost. Depreciation is generally computed using the straight-line and the double declining balance methods. Depreciation is provided in amounts sufficient to amortize the cost of the assets over their estimated useful lives. Depreciation provisions are based on estimated useful lives: (i) buildings, including building improvements - 5 to 50 years and (ii) machinery and equipment, including office and computer equipment - 3 to 20 years. The Company reviews the carrying value of its long-lived assets, including property, plant and equipment, at least annually or when events and circumstances warrant such a review. This review is performed using estimates of future undiscounted cash flows, which include proceeds from disposal of assets. If the carrying value of a long-lived asset is greater than the estimated undiscounted future cash flows, and if such excess carrying value is determined to be permanent, then the long- lived asset is considered impaired and an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Asset impairment charges of $757 were recorded in the fourth quarter of fiscal 2008 related to certain machinery and equipment of the Company’s ACM Group. The machinery and equipment was determined to be permanently impaired and, therefore, the carrying value of such assets was reduced to its net realizable value. G. NET INCOME PER SHARE The Company’s net income per basic share has been computed based on the weighted-average number of common shares outstanding. Net income per diluted share reflects the effect of the Company’s outstanding stock options under the treasury stock method. However, during periods of operating losses, outstanding stock options are not included in the calculation of net loss per diluted share because such inclusion would be anti-dilutive. H. REVENUE RECOGNITION The Company recognizes revenue in accordance with the relevant portions of the Securities and Exchange Commission’s Staff Accounting Bulletins No. 101, “Revenue Recognition in Financial Statements” and No. 104, “Revenue Recognition”. Revenue is generally recognized when products are shipped or services are provided to customers. I. IMPACT OF RECENTLY ADOPTED ACCOUNTING STANDARDS In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes” – an interpretation of FASB Statement No. 109, “Accounting for Income Taxes”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and provides guidance on the recognition, derecognition, and measurement of benefits related to an entity’s uncertain tax position(s). FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 in fiscal 2008 did not have a material impact on the Company’s financial position, cash flows and results of operations. As such, the Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties. If the Company had recorded any such liabilities or any related interest and penalties, it would have classified the interest on uncertain tax benefits as interest expense and income tax penalties as selling, general and administrative expenses. J. IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (“SFAS No. 161”), “Disclosure about Derivative Instruments and Hedging Activities —an amendment of SFAS No. 133”. The objective of this Statement is to enhance disclosures about an entity’s derivative and hedging activities and thereby improve the transparency of financial reporting. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company currently has no hedging arrangements in place. In December 2007, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 110. This guidance continues to allow companies, in certain circumstances, to utilize a simplified method in determining the expected term of stock option grants when calculating the compensation expense to be recorded under SFAS No. 123(R), “Share- Based Payment”. The simplified method can be used after December 31, 2007 only if a company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term. Because the Company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term, the Company will continue to use the simplified method in determining the expected term of the stock options granted to date. 26 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require expanded disclosure related to the ownership interests in subsidiaries held by parties other than the parent. Such ownership interest(s) shall be clearly identified, labeled, and presented in the consolidated financial statement and shall provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This Statement applies to all for-profit entities that prepare consolidated financial statements, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. At present, he Company has no non- controlling ownership in any of its subsidiaries. In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS No. 141R), “Business Combinations”. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity (the acquirer) provides in its financial reports about a business combination and its effects. To accomplish that, this Statement establishes principles and requirements for how the acquirer (i) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies to all transactions or other events in which an entity obtains control of one or more businesses. This Statement applies to all business entities, but does not apply to (i) the formation of a joint venture, (ii) the acquisition of an asset or a group of assets that does not constitute a business, (iii) a combination between entities or businesses under common control, or (iv) a combination between not-for-profit organizations or the acquisition of a for-profit business by a not-for-profit organization. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. K. USE OF ESTIMATES Accounting principles generally accepted in the United States require management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent liabilities, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period in preparing these financial statements. Actual results could differ from those estimates. L. DERIVATIVE FINANCIAL INSTRUMENTS The Company has from time-to-time utilized foreign currency exchange contracts as part of the management of its foreign currency risk exposure. The Company has no financial instruments held for trading purposes. All financial instruments are put into place to hedge specific exposure. To qualify as a hedge, the item to be hedged must expose the Company to foreign currency risk and the hedging instrument must effectively reduce that risk. If the financial instrument is designated as a cash flow hedge, the effective portions of changes in the fair value of the financial instrument are recorded in accumulated other comprehensive loss in the shareholders’ equity section of the consolidated balance sheets. Ineffective portions of changes in the fair value of the financial instrument, to the extent they may exist, are recognized in the consolidated statements of operations. Historically, the Company has been able to mitigate the impact of foreign currency risk by means of hedging such risk through the use of foreign currency exchange contracts, which typically expire within one year. However, such risk is mitigated only for the periods for which the Company has foreign currency exchange contracts in effect, and only to the extent of the U.S. dollar amounts of such contracts. At September 30, 2008 and 2007, the Company had no forward exchange contracts outstanding. M. RESEARCH AND DEVELOPMENT Research and development costs from continuing operations are expensed as incurred. Research and development expense from continuing operations was approximately $672, $880 and $622 in fiscal 2008, 2007 and 2006, respectively. 27 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) N. ACCUMULATED OTHER COMPREHENSIVE LOSS Comprehensive income is included on the Consolidated Statements of Shareholders’ Equity. The components of accumulated other comprehensive loss as shown on the Consolidated Balance Sheets at September 30 are as follows: 2008 2007 2006 Foreign currency translation adjustment…………... $ SFAS No. 158 net pension liability, net of tax……. Minimum pension liability adjustment, net of tax… (4,858) (1,815) --- $ (4,358) (325) --- $ (6,643) --- (2,819) Total accumulated other comprehensive loss….. $ (6,673) $ (4,683) $ (9,462) O. RECLASSIFICATIONS Certain amounts in prior years may have been reclassified to conform to the 2008 consolidated financial statement presentation. 2. Inventories Inventories at September 30 consist of: Raw materials and supplies……….………..……. Work-in-process………………….……………… Finished goods………………………………...… $ 2008 3,792 5,574 2,364 $ 2007 7,579 6,433 2,885 Total inventories……...………….….….…. $ 11,730 $ 16,897 If the FIFO method had been used for the entire Company, inventories would have been $8,903 and $7,191 higher than reported at September 30, 2008 and 2007, respectively. 3. Accrued Liabilities Accrued liabilities at September 30 consist of: 2008 2007 Accrued employee compensation and benefits….….. Accrued workers’ compensation………..…………... Accrued income taxes…………………..…….….….. Accrued utilities…………………………………….. Accrued royalties……………………………………. Accrued legal and professional……………….……... Other accrued liabilities…………………..…….….... $ 1,836 1,107 221 388 162 331 1,007 $ 2,199 1,190 358 306 394 252 991 Total accrued liabilities………………….….... $ 5,052 $ 5,690 4. Government Grants The Company received grants from certain government entities as an incentive to invest in facilities, research and employees. The Company has historically elected to treat capital and employment grants as a contingent obligation and does not commence amortizing such grants into income until such time that it is more certain that the Company will not be required to repay a portion of these grants. Capital grants are amortized into income over the estimated useful lives of the related assets. Employment grants are amortized into income over five years. Certain grants that were subject to repayment expired during fiscal 2007. Therefore, the Company will not be required to repay such grants and, accordingly, the Company recognized grant income of $2,143 in income (loss) from discontinued operations, net of tax, during fiscal 2007 in the accompanying consolidated statement of operations. 28 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) The unamortized portion of deferred grant revenue is recorded in other long-term liabilities at September 30, 2008 and September 30, 2007, which amounted to $442 and $421, respectively. The majority of the Company’s grants are denominated in euros. The Company adjusts its deferred grant revenue balance in response to currency exchange rate fluctuations for as long as such grants are treated as obligations. 5. Long-Term Debt Long-term debt at September 30 consists of: Revolving credit agreement…..…………………..……………. Capital lease obligations...…..……………………..……........... Other………………………………………………………..….. $ Less – current maturities………………………………..……… $ 2008 --- 354 9 363 94 2007 2,600 463 10 3,073 87 Total long-term debt………..………………..………….. $ 269 $ 2,986 At September 30, 2008, the Company had an $8,000 revolving credit agreement with a bank subject to sufficiency of collateral that expires on July 1, 2009 and bears interest at the bank’s base rate. The interest rate was 5.00% and 8.25% at September 30, 2008 and 2007, respectively. The daily average balance outstanding against the revolving credit agreement was $1,406 and $1,363 during 2008 and 2007, respectively. A commitment fee of 0.35% is incurred on the unused balance. At September 30, 2008, the Company had $7,955 available under its $8,000 revolving credit agreement. The Company’s revolving credit agreement is secured by substantially all of the Company’s assets located in the United States of America and a guarantee by its U.S. subsidiaries. In December 2008, the Company entered into an agreement with its bank to extend the maturity date of its revolving credit agreement from July 1, 2009 to October 1, 2010. Under its revolving credit agreement with the bank, the Company is subject to certain customary covenants. These include, without limitation, covenants (as defined) that require maintenance of certain specified financial ratios, including a minimum tangible net worth level and a minimum EBITDA level. The Company was in compliance with all applicable covenants at September 30, 2008. 6. Income Taxes The components of income (loss) from continuing operations before income tax provision are as follows: Years Ended September 30, 2008 2007 2006 U.S…………….…….………….………………..……….… $ Non-U.S…………….……………………………...……..… 8,282 538 $ 9,876 379 $ 155 (190) Income (loss) from continuing operations before income tax provision…………................................. $ 8,820 $ 10,255 $ (35) 29 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) The income tax provision consists of the following: Current income tax provision: U.S. federal …….…...………………………………..…. $ U.S. state and local……………………………………… Non-U.S…...………………………………….…………. Total current tax provision………...…………………. Deferred income tax provision (benefit): U.S. federal……………………………………………… U.S. state and local……………………………………… Non-U.S…………………………………………………. Total deferred tax provision……………….................. Years Ended September 30, 2008 2007 2006 1,550 336 210 2,096 1,066 163 (48) 1,181 $ 95 115 65 275 $ --- --- 14 14 1,276 (83) 15 1,208 --- --- --- --- Income tax provision……………………….…... $ 3,277 $ 1,483 $ 14 The income tax provision differs from amounts currently payable or refundable due to certain items reported for financial statement purposes in periods that differ from those in which they are reported for tax purposes. The income tax provision in the accompanying consolidated statements of operations differs from amounts determined by using the statutory rate as follows: Years Ended September 30, 2007 2008 2006 Income (loss) from continuing operations before income tax provision…...…………………………………………..... Less-U.S. state and local income tax provision………..……... Income (loss) from continuing operations before U.S. and non-U.S. income tax provision………………………… $ $ Income tax provision (benefit) at U.S. federal statutory rate…. $ Tax effect of: Business expenses not deductible for tax…………………... Recognition of excess tax basis of assets…...……………… Undistributed earnings of non-U.S. subsidiaries…………… Reversal of deferred tax valuation allowance……………… State and local income taxes………………………………... Other…………………………….….………………………. $ $ $ 8,820 499 8,321 2,829 27 --- 11 --- 499 (89) $ $ $ 10,255 32 10,223 3,476 265 (704) 1,837 (2,999) 32 (424) Income tax provision………………………………….. $ 3,277 $ 1,483 $ (35) --- (35) (12) --- --- --- --- --- 26 14 30 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) Deferred tax assets and liabilities at September 30 consist of the following: Deferred tax assets: Net U.S. operating loss carryforwards…….……………….…....… Net non-U.S. operating loss carryforwards………………….…….. Employee benefits…………………………………………….…… Inventory reserves………………….…………….……………..…. Asset impairment reserve………………………………………….. Allowance for doubtful accounts…………………...……………… Foreign tax credits…………………………………..……………... Net state operating loss carry forwards……………………………. Alternative minimum tax credit carry forwards…………………… Other………………………………………………………………. $ Total deferred tax assets…………………………..………… 2008 2007 $ --- 622 433 621 366 136 2,822 9 --- 77 5,086 290 575 --- 926 122 154 2,667 110 290 148 5,282 Deferred tax liabilities: Depreciation……………………………………………….……….. Unremitted foreign earnings……………………………….………. Employee benefits………………………………………………….. (1,819) (4,541) --- (1,561) (4,136) (301) Total deferred tax liabilities………………………………… (6,360) (5,998) Net deferred tax liabilities………………………………….…………. Valuation allowance…………………………………………………... (1,274) (480) (716) (516) Net deferred tax liabilities…………………………………... $ (1,754) $ (1,232) At September 30, 2008 the Company has U.S. state as well as non-U.S. tax loss carryforwards of approximately $95 and $5,869, respectively. The non-U.S. tax loss carryforwards do not expire. During fiscal 2007, the Company recorded a decrease of $4,092 in the valuation allowance against its net deferred tax assets. In assessing the Company’s ability to realize its net deferred tax assets, management considers whether it is more likely than not that some portion or all of its net deferred tax assets may not be realized. Management considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Future reversal of the remaining valuation allowance may be achieved either when the tax benefit is realized or when it has been determined that it is more likely than not that the benefit will be realized through future taxable income. $2,999 of the valuation allowance reversal was recognized in the Company’s fiscal 2007 income tax provision. $958 of the valuation allowance reversal related to the Company’s pension liabilities and, therefore, was recognized through other comprehensive income. The Company’s discontinued operations recognized $36 and $135 reductions of the valuation allowance against its net deferred tax assets in fiscal years 2008 and 2007, respectively. Cumulative undistributed earnings of non-U.S. subsidiaries for which no U.S. deferred federal income tax liabilities have been established were approximately $2,140 at September 30, 2008. The incremental U.S. federal income tax related to any repatriation of these cumulative foreign earnings is indeterminable currently. The incremental foreign withholding taxes associated with a repatriation of all such earnings would approximate $56. The Company is subject to income taxes in the U.S. federal jurisdiction, and various state, local and non-U.S. jurisdictions. The Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations for the years prior to fiscal year 2002. 31 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) 7. Retirement Benefit Plans The Company and certain of its subsidiaries sponsor defined benefit pension plans covering most of its employees. The Company’s funding policy for U.S. defined benefit pension plans is based on an actuarially determined cost method allowable under Internal Revenue Service regulations. Prior to August 1, 2006, non-U.S. defined benefit pension plans were funded in accordance with the requirements of regulatory bodies governing the plans. One of the Company’s U.S. defined benefit pension plans, which plan covers substantially all non-union employees of the Company’s U.S. operations who were hired prior to March 1, 2003, was frozen in 2003. Consequently, although the plan otherwise continues, the plan ceased the accrual of additional pension benefits for service subsequent to March 1, 2003. In 2006, the Company’s Irish subsidiary advised the trustees of its two non-U.S. defined benefit pension plans that the Company would cease making contributions to such plans effective August 1, 2006. The trustees subsequently advised the Company that the trustees would wind-up both defined benefit pension plans during fiscal 2007. As of September 30, 2008, the trustees have advised the Company that the wind-up process for both such plans is complete with no further obligation on the part of the Company or its Irish subsidiary. For financial reporting purposes, the Company’s actions with respect to these two non-U.S. plans resulted in (i) the curtailment of both plans in fiscal 2006, (ii) no net curtailment gain or loss being recognized in the accompanying consolidated statement of operations for fiscal 2006, and (iii) all required settlement distributions being made to plan participants as of September 30, 2008. The Company uses a July 1 measurement date for its U.S. defined benefit pension plans. For 2008 and 2007, the Company’s defined benefit plans had accumulated benefit obligations of $16,282 and $18,789. Net pension expense for the Company-sponsored defined benefit pension plans consists of the following: Years Ended September 30, 2008 2007 2006 Service cost………………………………………..…………... $ Interest cost…………………………………….……….……... Expected return on plan assets………………….…………….. Amortization of prior service cost…………….…….………… Amortization of net (gain) loss……………………...………… $ 242 951 (1,430) 132 (71) 280 990 (1,195) 132 105 $ 945 1,463 (1,616) 132 (51) Net pension expense (income) for defined benefit plan…... $ (176) $ 312 $ 873 The status of all U.S. and non-U.S. defined benefit pension plans at September 30 is as follows: Benefit obligations: Benefit obligations at beginning of year………………...….……. $ Service cost……………………………..……….……………….. Interest cost…………………………..…………….…………….. Actuarial (gain) loss………………..…………….………….…… Benefits paid………………………..………….……………….... Plan terminations……………………………………………….... Currency translation adjustments..…..…………..………………. 2008 2007 18,789 242 951 (115) (441) (3,141) (3) $ 27,031 280 990 (1,478) (621) (8,177) 764 Benefit obligations at end of year……..……..……………. $ 16,282 $ 18,789 Plan assets: Plan assets at beginning of year………..……..………………….. $ Actual return on plan assets….………..………….…………….... Employer contributions………………..………..……………….. Benefits paid…………………………..……….….……………... Plan terminations……………………………………………….... Currency translation adjustments………..…….………………… 19,899 (1,174) 1,564 (441) (3,141) (3) $ 24,905 2,046 982 (621) (8,177) 764 Plan assets at end of year………..…….…………………... $ 16,704 $ 19,899 32 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) Reconciliation of Funded Status: Plan assets in excess of (less than) projected benefit obligations... $ Amounts recognized in accumulated other comprehensive loss: Plans in which Assets Exceed Benefit Obligations at September 30, 2008 2007 Plans in which Benefit Obligations Exceed Assets at September 30, 2008 2007 2,014 $ 2,330 $ (1,592) $ (1,220) Net loss (gain)………………………………………………... Prior service cost……………………………………………... Contribution between measurement date and fiscal year-end……. (1,070) 340 --- (1,571) 433 --- 3,544 106 --- 1,484 145 205 Net amount recognized in the consolidated balance sheets.…. $ 1,284 $ 1,192 $ 2,058 $ 614 Amounts recognized in the Consolidated Balance Sheets are: Other assets…………………………………………………………. $ Other long-term liabilities………………………...………………… Accumulated other comprehensive loss – pretax…..…………..…... 2,014 --- (730) $ 2,330 --- (1,138) $ --- (1,592) 3,650 $ --- (1,016) 1,630 Net amount recognized in the consolidated balance sheets.…… $ 1,284 $ 1,192 $ 2,058 $ 614 As of September 30, 2007, the Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” and the related requirement to recognize the funded status of its defined benefit pension plans as an asset or liability in the consolidated balance sheet. The adoption resulted in (i) an increase of $1,138 to other assets, (ii) an increase of $1,630 to other long-term liabilities, (iii) an increase of $167 to deferred tax assets and (iv) an increase of $325 to accumulated other comprehensive loss. The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit costs during 2009 are as follows: Plans in which Assets Exceed Benefit Obligations Plans in which Benefit Obligations Exceed Assets Net loss (gain)……………………………………………...... $ Prior service cost…………………..……….……………….. (99) 93 Total……………..……….………………………………... $ (6) $ $ 150 40 190 Where applicable, the following weighted-average assumptions were used in developing the benefit obligation and the net pension expense for defined benefit pension plans: Discount rate for liabilities……………………………………... Discount rate for expenses……………………………………... Expected return on assets………….……….…………………... Rate of compensation increase……………….………………… 6.7% 6.3% 8.7% --- 6.3% 6.3% 8.2% --- 6.3% 5.5% 7.2% 1.0% Years Ended September 30, 2008 2006 2007 33 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) The following table sets forth the asset allocation of the Company’s defined benefit pension plan assets: September 30, 2008 Equity securities……… Debt securities………... Other securities………. $ Asset Amount 10,612 5,893 199 % Asset Allocation 64% 35% 1% September 30, 2007 % Asset Allocation 54% 30% 16% Asset Amount 10,659 5,928 3,312 $ Total………………… $ 16,704 100% $ 19,899 100% Investment objectives of the Company’s defined benefit plans’ assets are to (i) optimize the long-term return on the plans’ assets while assuming an acceptable level of investment risk, (ii) maintain an appropriate diversification across asset classes and among investment managers, and (iii) maintain a careful monitoring of the risk level within each asset class. Asset allocation objectives are established to promote optimal expected returns and volatility characteristics given the long-term time horizon for fulfilling the obligations of the Company’s defined benefit pension plans. Selection of the appropriate asset allocation for the plans’ assets was based upon a review of the expected return and risk characteristics of each asset class. External consultants assist the Company with monitoring the appropriateness of the investment strategy and the related asset mix and performance. To develop the expected long-term rate of return assumptions on plan assets, generally the Company uses long-term historical information for the target asset mix selected. Adjustments are made to the expected long-term rate of return assumptions when deemed necessary based upon revised expectations of future investment performance of the overall investments markets. The Company expects to make contributions of $353 to its defined benefit pension plans during fiscal 2009. The following benefit payment amounts are expected to be paid in the future: Years Ending September 30, Projected Benefit Payments $ 2009……………………………. 2010……………………………. 2011……………………………. 2012……………………………. 2013……………………………. 2014-2018……………………… 1,088 775 876 955 1,535 6,257 The Company also contributes to a U.S. multi-employer retirement plan for certain union employees. The Company’s contributions to the plan in 2008, 2007 and 2006 were $44, $43 and $48, respectively. Substantially all non-union U.S. employees of the Company and its U.S. subsidiaries are eligible to participate in the Company’s U.S. defined contribution plan. The Company makes non-discretionary, regular matching contributions to this plan equal to an amount that represents up to 5% of eligible participant compensation. The Company’s regular matching contribution expense for this defined contribution plan in 2008, 2007 and 2006 was $273, $229 and $221, respectively. This defined contribution plan provides that the Company may also make an additional discretionary matching contribution during those periods in which the Company achieves certain performance levels. The Company’s additional discretionary matching contribution expense in 2008, 2007 and 2006 was $211, $158 and $0, respectively. The Company’s United Kingdom subsidiary sponsors a defined contribution plan for certain of its employees. The Company contributes annually 5% of eligible employees’ compensation, as defined. Total contribution expense in 2008, 2007 and 2006 was $19, $24 and $31, respectively. The Company’s Swedish subsidiary sponsors three defined contribution plans for its employees. The Company contributes annually a percentage of eligible employees’ compensation, as defined. Total contribution expense in 2008, 2007 and 2006 was $24, $21 and $24, respectively. 34 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) 8. Stock-Based Compensation The Company awarded stock options under its shareholder approved 1995 Stock Option Plan (“1995 Plan”) and 1998 Long-term Incentive Plan (“1998 Plan”). Under the 1995 Plan, the initial aggregate number of stock options that were available to be granted was 200,000. The aggregate number of stock options that were available to be granted under the 1998 Plan in any fiscal year was limited to 1.5% of the total outstanding common shares of the Company as of September 30, 1998, up to a maximum of 5% of such total outstanding shares, subject to adjustment for forfeitures. At September 30, 2008, no further options may be awarded under either the 1995 Plan or the 1998 Plan. Option exercise price is not less than fair market value on date of grant and options are exercisable no later than ten years from date of grant. Options issued under all plans generally vest at a rate of 25% per year. Option activity is as follows: Years Ended September 30, 2007 2008 2006 Options at beginning of year………………………….………... Weighted average exercise price……………………………. Options exercised during the year……………………………... Weighted average exercise price…………………………..... Options canceled during the year……………………….……… Weighted average exercise price……………………………. Options at end of year………………………………………….. Weighted average exercise price……………………………. Options exercisable at end of year……………………………... Weighted average exercise price……………………………. 110,500 $ 4.46 (17,250) $ 3.69 --- $ --- 93,250 $ 4.60 86,750 $ 4.67 261,000 $ 6.55 (113,000) $ 8.91 (37,500) $ 5.59 110,500 $ 4.46 92,500 $ 4.61 278,000 $ 6.40 --- $ --- (17,000) $ 4.14 261,000 $ 6.55 205,750 $ 7.32 As of September 30, 2008 and 2007, there was $4 and $18, respectively, of total unrecognized compensation cost related to the unvested stock options granted under the Company’s stock option plans. That cost is expected to be recognized over a weighted average period of less than one year as of September 30, 2008. The following table provides additional information regarding options outstanding as of September 30, 2008: Option Exercise Price Options Outstanding Options Exercisable Options Vested or Expected to Vest $ 3.50 $ 3.74 $ 4.69 $ 5.50 $ 6.81 $ 6.94 Total 20,000 23,750 15,000 27,000 5,000 2,500 20,000 17,250 15,000 27,000 5,000 2,500 93,250 86,750 20,000 23,750 15,000 27,000 5,000 2,500 93,250 Weighted average remaining term…………. Aggregate intrinsic value.. 4.2 years $ 320 4.0 years $ 291 4.2 years $ 320 35 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) On October 1, 2005, the Company adopted SFAS No. 123R (revised 2004), “Share-Based Payment”. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R (revised 2004) requires all equity instrument-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company adopted this statement using the modified prospective method and, accordingly, prior period results have not been restated. Under this method, the Company is required to record compensation expense for all equity instrument-based awards granted after the date of adoption and for the unvested portion of previously granted equity instrument-based awards that remain outstanding at the date of adoption. Total compensation expense recognized in fiscal years 2008, 2007 and 2006 was $12, $32 and $78, respectively. No tax benefit was recognized for this compensation expense. In the first quarter of fiscal 2008, the Company adopted the SIFCO Industries, Inc. 2007 Long-Term Incentive Plan (“2007 Plan”), which plan was approved by the Company’s shareholders at its 2008 Annual Meeting on January 29, 2008. The aggregate number of shares that may be awarded under the 2007 Plan is 250,000, subject to an adjustment for the forfeiture of any issued shares. In addition, shares that may be awarded are subject to individual award limitations. The shares awarded under the 2007 Plan may be made in multiple forms including stock options, stock appreciation rights, restricted or unrestricted stock, and performance related shares. Any such awards are exercisable no later than ten years from date of grant. In the second quarter of fiscal 2008, the Company granted performance shares under the 2007 Plan. The performance shares awarded in fiscal 2008 provide for the issuance of the Company’s common shares upon the Company achieving certain defined financial performance objectives during a three year award period ending September 30, 2010. The ultimate number of common shares of the Company that may be earned pursuant to an award will range from a minimum of no shares to a maximum of 150% of the initial number of performance shares awarded, depending on the Company’s achievement of its financial performance objectives. Compensation expense for the performance shares awarded during fiscal 2008 is being accrued at 50% of the target level and, during each future reporting period, such expense may be subject to adjustment based upon the Company’s subsequent estimate of the number of common shares that it expects to issue upon the completion of the performance period. The performance shares were valued at the closing market price of the Company’s common shares on the date of grant, and the vesting of such shares is determined at the end of the performance period. In fiscal 2008, compensation expense related to the performance shares awarded under the 2007 Plan was $38. As of September 30, 2008, there was $153 of total unrecognized compensation cost related to the performance shares awarded under the 2007 Plan. The Company expects to recognize this cost over the next 2.0 years. The following is a summary of activity related to performance shares: Outstanding at September 30, 2007………………………………… Performance shares awarded………………….................................. Number of Shares --- 35,000 Outstanding at September 30, 2008………………………………… 35,000 9. Asset Divestiture Weighted Average Fair Value at Date of Grant --- 10.94 10.94 $ $ In June, 2007, the Company and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), completed the sale of its industrial turbine engine component repair business to PAS Technologies Inc. The industrial turbine engine component repair business operated in SIFCO Turbine’s Cork, Ireland facility. Net cash proceeds from the sale of the business and certain related assets, after approximately $300 of third party transaction charges, were approximately $4,400. The assets that were sold had a net book value of approximately $4,700 (accounts receivable, $2,100; inventory, $400; and machinery and equipment, $2,200). The Company’s Repair Group recognized a loss of approximately $800 on disposal of these assets in 2007, which loss is included in income (loss) from discontinued operations, net of tax. Upon completion of this transaction, the Company no longer maintains a turbine engine component repair operation in Ireland. SIFCO Turbine retained ownership of the Cork, Ireland facility (subject to a long-term lease arrangement with PAS Technologies Ireland (“PAS”)) and substantially all existing liabilities of the business. The long-term lease agreement that the Company entered into with PAS included below market lease rates during the initial five-year term of the lease and, accordingly, the 36 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) Company recorded a loss of approximately $500 associated with such below market lease. Such loss is included in the aforementioned $800 loss on disposal of assets. The Company agreed to guarantee the performance by SIFCO Turbine of all of its obligations under the applicable business purchase agreement. At September 30, 2008 and 2007, assets held for sale in the Consolidated Balance Sheets consist of SIFCO Turbine’s Cork Ireland facility. The Company expects to dispose of this asset within the next 12 months. In May, 2006, the Company and SIFCO Turbine completed the sale of the large aerospace portion of its turbine engine component repair business and certain related assets to SR Technics. Historically, the large aerospace portion of SIFCO Turbine’s turbine engine component repair business was operated in portions of two facilities located in Cork, Ireland, one of which was sold as part of this transaction. Net proceeds from the sale of the business and certain related assets, after approximately $800 of third party transaction charges, were $8,950 and the assets that were sold had a net book value of approximately $4,500. The Company’s Repair Group recognized a gain of approximately $4,400 on disposal of these assets in 2006, which gain is included in income (loss) from discontinued operations, net of tax. SIFCO Turbine retained substantially all existing liabilities of the business and the Company agreed to guarantee the performance by SIFCO Turbine of all of its obligations under an applicable asset purchase agreement. In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the financial results of both the large aerospace and industrial turbine engine component repair businesses, which together make up essentially all of SIFCO Turbine’s operations, are reported as discontinued operations for all periods presented in the Consolidated Statements of Operations. The financial results included in discontinued operations were as follows: 2008 2007 2006 Net sales…………………………………………………. Income (loss) before income tax provision ….………….. Income (loss) from discontinued operations, net of tax…. $ --- 370 287 $ 5,996 (2,149) (2,044) $ 18,382 1,530 1,009 10. Contingencies In the normal course of business, the Company may be involved in ordinary, routine legal actions. The Company cannot reasonably estimate future costs, if any, related to these matters but does not believe any such matters are material to its financial condition or results of operations. The Company maintains various liability insurance coverages to protect its assets from losses arising out of or involving activities associated with ongoing and normal business operations, although it is possible that the Company’s future operating results could be affected by future cost of litigation. The Company leases various facilities and equipment under capital and operating leases expiring at various dates. At September 30, 2008, minimum rental commitments under non-cancelable leases are as follows: Year ending September 30, Capital Leases Operating Leases 2009…………….…………………………………………..... $ 2010…………….……………………………………………. 2011…………….……………………………………………. 2012…………….……………………………………………. Thereafter……………………………………………………. Total minimum lease payments………………………….. Less - amount representing interest……………………......... Present value of net minimum lease payments……………… Less - current maturities…………………………………….. Long-term capital lease obligation………………………. $ 129 124 117 28 --- 398 44 354 92 262 $ $ 493 404 293 164 --- 1,354 37 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) The Company recorded capital leases of equipment totaling $553 in 2007. Amortization of the cost of equipment under capital leases is included in depreciation expense. At September 30, assets recorded under capital leases consist of the following: Machinery and equipment……………………………………… Accumulated depreciation….………………………………….. $ 2008 553 (232) 2007 553 (110) $ 11. Business Segments The Company identifies reportable segments based upon distinct products manufactured and services performed. The Aerospace Component Manufacturing Group consists of the production, heat-treatment, surface-treatment, non-destructive testing, and some machining of forged components in various steel alloys utilizing a variety of processes for application principally in the aerospace industry. The Turbine Component Services and Repair Group consists primarily of the repair and remanufacture of small aerospace and industrial turbine engine components. The Repair Group is also involved in precision component machining and industrial coatings for turbine engine applications. The Applied Surface Concepts Group is a provider of specialized selective electrochemical metal finishing processes and services used to apply metal coatings to a selective area of a component. The Company’s reportable segments are separately managed. One customer of all three of the Company’s segments accounted for 14%, 13% and 15% of the Company’s consolidated net sales from continuing operations in fiscal 2008, 2007 and 2006, respectively. Another customer of two of the Company’s segments in fiscal 2008 and 2006 and all three of the Company’s segments in fiscal 2007 accounted for 13%, 13% and 12% of the Company’s consolidated net sales from continuing operations in 2008, 2007 and 2006, respectively. The combined net sales to these two customers, two other customers and to the direct subcontractors to these four customers accounted for 54% and 50% of the Company’s consolidated net sales from continuing operations in 2008 and 2007, respectively. Geographic net sales from continuing operations are based on location of customer. The United States of America is the single largest country for unaffiliated customer sales, accounting for 75%, 77% and 77% of consolidated net sales from continuing operations in fiscal 2008, 2007 and 2006, respectively. No other single country represents greater than 10% of consolidated net sales from continuing operations in 2008, 2007 and 2006. Net sales from continuing operations to unaffiliated customers located in various European countries accounted for 10%, 8%, and 12% of consolidated net sales in 2008, 2007 and 2006, respectively. Corporate unallocated expenses represent expenses that are not of a business segment operating nature and, therefore, are not allocated to the business segments for reporting purposes. Corporate identifiable assets consist primarily of cash and cash equivalents. 38 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) The following table summarizes certain information regarding segments of the Company’s continuing operations: Years Ended September 30, 2008 2007 2006 Net sales: Aerospace Component Manufacturing Group…….……………….. $ Turbine Component Services and Repair Group…….…………….. Applied Surface Concepts Group…………………..……………… 71,980 14,336 15,075 $ 59,993 12,942 14,320 Consolidated net sales…………...…………………..…….……. $ 101,391 $ 87,255 Operating income (loss): Aerospace Component Manufacturing Group………………..……. $ Turbine Component Services and Repair Group………………..…. Applied Surface Concepts Group………………………..………… Corporate unallocated expenses….…………..……….…..……….. Consolidated operating income (loss)…………………………... Interest expense, net…………………………..…………..………….... Foreign currency exchange loss (gain), net….…..……………………. Other income, net…………………..………..…………........................ $ 9,892 (304) 1,341 (1,951) 8,978 125 35 (2) 10,338 704 1,030 (1,688) 10,384 163 (20) (14) Consolidated income (loss) from continuing operations before income tax provision………...….…………………………… $ 8,820 $ 10,255 Depreciation and amortization expense: Aerospace Component Manufacturing Group…….……………….. $ Turbine Component Services and Repair Group…….…………….. Applied Surface Concepts Group………..………………..……….. $ 636 467 380 614 495 338 Consolidated depreciation and amortization expense……..…… $ 1,483 $ 1,447 Capital expenditures: Aerospace Component Manufacturing Group…....……………....... $ Turbine Component Services and Repair Group…....……………... Applied Surface Concepts Group……………..…………………… $ 1,162 457 393 Consolidated capital expenditures..………..…………………... $ 2,012 $ 461 90 323 874 Identifiable assets: Aerospace Component Manufacturing Group….....………..……… $ Turbine Component Services and Repair Group….....………..…… Applied Surface Concepts Group………………………………….. Corporate………………..……………..……………..………….…. 30,587 9,273 6,903 13,386 $ 34,895 10,910 7,083 8,001 Consolidated total assets………….…………………….……….. $ 60,149 $ 60,889 Non-U.S. operations: Net sales from continuing operations.………..……….…………… Operating income (loss) from continuing operations……………… Identifiable assets (excluding cash) of continuing operations……... $ $ 5,373 593 2,805 4,515 365 2,689 $ $ $ $ $ $ $ $ $ $ $ 43,941 12,340 12,325 68,606 1,673 246 (559) (1,611) (251) 25 6 (247) (35) 643 475 289 1,407 161 278 702 1,141 22,802 14,605 6,543 4,825 48,775 3,569 (182) 2,033 39 SIFCO Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements – (Continued) 12. Summarized Quarterly Results of Operations (Unaudited) Dec. 31 2008 Quarter Ended March 31 June 30 Sept. 30 Net sales…………………………………………………. Cost of goods sold……………......................................... $ 23,061 $ 26,099 $ 27,333 $ 24,898 20,669 19,691 17,824 20,977 Income from continuing operations before income tax provision ………..…...…………..………………... Income tax provision ………..………………………….. Income from continuing operations……………………... Income (loss) from discontinued operations, net of tax… Net income ……..……………………………………….. 1,745 630 1,115 (43) 1,072 Income per share from continuing operations: Basic…………………………………………………... Diluted………………………........................................ Income (loss) per share from discontinued operations: Basic…………………………………………………... Diluted………………………........................................ Net income (loss) per share: Basic………………………………………………....... Diluted………………………........................................ 0.21 0.21 (0.01) (0.01) 0.20 0.20 3,529 1,366 2,163 (264) 1,899 0.41 0.40 (0.05) (0.05) 0.36 0.36 3,103 1,035 2,068 91 2,159 0.39 0.39 0.02 0.02 0.41 0.40 443 246 197 503 700 0.04 0.04 0.09 0.09 0.13 0.13 2007 Quarter Ended Dec. 31 March 31 June 30 Sept. 30 Net sales…………………………………………………. Cost of goods sold……………......................................... $ 19,136 $ 21,520 15,728 14,955 $ 24,022 $ 22,577 16,717 18,435 Income from continuing operations before income tax provision…………………………………………....... Income tax provision……………………………………. Income from continuing operations……………………... Income (loss) from discontinued operations, net of tax… Net income………………………………………………. Income per share from continuing operations: Basic…………………………………………………... Diluted………………………………………………… Income (loss) per share from discontinued operations: Basic…………………………………………………... Diluted………………………........................................ Net income per share: Basic…………………………………………………... Diluted………………………………………………… 1,603 31 1,572 605 2,177 0.30 0.30 0.12 0.12 0.42 0.42 3,077 81 2,996 (970) 2,026 2,513 618 1,895 (1,532) 363 3,062 753 2,309 (147) 2,162 0.57 0.57 0.36 0.36 0.44 0.43 (0.19) (0.19) (0.29) (0.29) (0.03) (0.03) 0.39 0.38 0.07 0.07 0.41 0.40 40 SIFCO Industries, Inc. and Subsidiaries Valuation and Qualifying Accounts Years Ended September 30, 2008, 2007 and 2006 (Amounts in thousands) Schedule II Balance at Beginning of Period Additions (Reductions) Charged to Expense Additions (Reductions) Charged to Other Accounts Deductions Year Ended September 30, 2008 Deducted from asset accounts Allowance for doubtful accounts………… Return and allowance reserve……………. Inventory obsolescence reserve………….. Inventory LIFO reserve………………….. Asset impairment reserve………………... Valuation allowance for deferred taxes….. $ 603 $ 254 13 86 1,712 --- (36) 29 1,469 7,191 318 516 $ (17) $ (257) (a) (b) (c) (18) (494) --- (89) --- (d) (24) --- --- --- --- Balance at End of Period $ 583 --- 1,061 8,903 229 480 Accrual for estimated liability Workers’ compensation reserve…………. 1,190 250 --- (333) (e) 1,107 Year Ended September 30, 2007 Deducted from asset accounts Allowance for doubtful accounts………… Return and allowance reserve……………. Inventory obsolescence reserve………….. Inventory LIFO reserve………………….. Asset impairment reserve………………... Valuation allowance for deferred taxes….. $ 668 $ 147 (34) 423 331 --- (4,092) 63 1,149 6,860 493 4,608 $ 2 --- 1 --- --- --- $ (214) --- (104) --- (175) --- (a) (b) (c) (d) $ 603 29 1,469 7,191 318 516 Accrual for estimated liability Workers’ compensation reserve…………. 1,247 167 --- (223) (e) 1,190 Year Ended September 30, 2006 Deducted from asset accounts Allowance for doubtful accounts………… Return and allowance reserve……………. Inventory obsolescence reserve………….. Inventory LIFO reserve………………….. Asset impairment reserve………………... Valuation allowance for deferred taxes….. Accrual for estimated liability $ 682 $ 121 $ --- --- 1 --- --- --- (30) 167 2,737 289 (459) 143 1,353 4,122 1,371 5,067 $ (135) (50) (372) --- (1,167) --- (a) (b) (c) (d) $ 668 63 1,149 6,860 493 4,608 Workers’ compensation reserve…………. 1,203 275 --- (372) (e) 1,247 (a) Accounts determined to be uncollectible, net of recoveries (b) Actual returns received (c) Inventory sold or otherwise disposed (d) Equipment sold or otherwise disposed (e) Payment of workers’ compensation claims 41 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), disclosure controls and procedures are controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported on a timely basis, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures include components of the Company’s internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management of the Company, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of September 30, 2008 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective due solely to the material weakness in the Company’s internal control over financial reporting as described below in “Management’s Report on Internal Control over Financial Reporting.” In light of this material weakness, the Company performed additional analysis as deemed necessary to ensure that the consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, notwithstanding the existence of the material weakness described below, management has concluded that the consolidated financial statements in this Form 10-K fairly present, in all material respects, the Company's financial position, results of operations and cash flows for the periods presented. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision of the Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2008 based on (i) the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework” and “Internal Control over Financial Reporting – Guidance for Smaller Public Companies” and (ii) The U.S. Securities and Exchange Commission (“SEC”) Guidance Regarding Management’s Report on Internal Control Over Financial Reporting. Based on that evaluation, management has concluded that the Company did not maintain effective internal control over financial reporting solely as a result of the following material weakness: • Missing and/or ineffective controls were noted in the area of the Company’s management information systems related principally to (i) logical access/security, (ii) program change management and (iii) segregation of duties. While none of the individual deficiencies noted in these areas appear to rise to the level of a material weakness, based on the nature and interrelationship of the noted deficiencies, management believes that such deficiencies, when considered in the aggregate, do create a reasonable possibility that a material misstatement to the Company’s financial statements could occur and not be detected in a timely manner and, therefore, a material weakness in internal controls over financial reporting does exist as of September 30, 2008. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding controls over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report. Changes in Internal Control over Financial Reporting and other Remediation Management previously identified a material weakness with respect to the Company’s accounting for income taxes in 2007 and addressed this material weakness by identifying and implementing additional enhancements to the related control procedures, which included the hiring of a qualified third party to assist in the calculation of the Company’s fiscal quarter 42 and year end tax provision and related disclosures. The Company believes that the remediation steps implemented during the end of fiscal 2007 and continuing into fiscal 2008 have adequately eliminated the internal control deficiency in accounting for income taxes. The noted material weaknesses in the effectiveness of the Company’s internal controls with respect to its existing management information system (i.e. logical access/security, program change management and segregation of duties) were not all remediated at this time because Company management believes that (i) the relevant risk associated with not remediating such controls at this time is not deemed to be “high” and (ii) the cost/benefit analysis does not justify remediating such controls at this time given the fact that the Company is in the process of evaluating a new management information system (to be implemented in the next 12-24 months) and plans to incorporate the remediation of a majority of the deficiencies noted above as part of the new management information system. There was no significant change in our internal control over financial reporting that occurred during the fourth fiscal quarter ended September 30, 2008 that has materially affected, or that is reasonably likely to materially affect our internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth certain information regarding the executive officers of the Company. Name Age Title and Business Experience Jeffrey P. Gotschall 60 Frank A. Cappello 50 Chairman of the Board since 2001; Director of the Company since 1986; Chief Executive Officer since 1990; President from 1989 to 2002; Chief Operating Officer from 1986 to 1990; Executive Vice President from 1986 to 1989; and from 1985 to 1989, President of SIFCO Turbine Component Services. Vice President-Finance and Chief Financial Officer since 2000. Prior to joining the Company, Mr. Cappello was employed by ASHTA Chemicals Inc, a commodity chemical manufacturer, from August 1990 to December 1991 and from June 1992 to February 2000, last serving as Vice President Finance and Administration and Chief Financial Officer; and previously by KPMG LLP, last serving as a Senior Manager in its Assurance Group. The Company incorporates herein by reference the information required by this item as to the Directors, procedures for recommending Director nominees and the Audit Committee appearing under the captions “Proposal to Elect Six (6) Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance and Board of Director Matters” of the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission on or about December 15, 2008. The Directors of the Company are elected annually to serve for one-year terms or until their successors are elected and qualified. The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Code of Ethics is applicable to, among other people, the Company’s Chief Executive Officer, Chief Financial Officer, who is the Company’s Principal Financial Officer, and to the Corporate Controller, who is the Company’s Principal Accounting Officer. The Company’s Code of Ethics is available on its website: www.sifco.com. Item 11. Executive Compensation The Company incorporates herein by reference the information appearing under the captions “Compensation Discussion and Analysis”, “Executive Compensation”, “Compensation Committee Report”, “Compensation Committee Interlocks and 43 Insider Participation” and “Director Compensation” of the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission on or about December 15, 2008. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding Common Shares to be issued under the Company’s equity compensation plans as of September 30, 2008. Plan Category Number of Securities to be issued upon Exercise of Outstanding Options Number of Securities to be issued upon Meeting Performance Objectives Weighted- Average Exercise Price of Outstanding Options Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Equity compensation plans approved by security holders: 1998 Long-term Incentive Plan (1)..…………… 1995 Stock Option Plan (2)..…………………… 2007 Long-term Incentive Plan (3)..…………… 69,500 23,750 --- --- --- 35,000 $ 4.90 3.74 N/A --- --- 215,000 Total………………………………………… 93,250 35,000 $ 4.60 215,000 (1) Under the 1998 Long-term Incentive Plan the aggregate number of stock options that were available to be granted in any fiscal year was limited to 1.5% of the total outstanding Common Shares of the Company at September 30, 1998, up to a cumulative maximum of 5% of such total outstanding shares, subject to adjustment for forfeitures. No further options may be awarded under this plan. During 2008, 3,500 options granted under the 1998 Long-term Incentive Plan were exercised. (2) Under the 1995 Stock Option Plan the initial aggregate number of stock options that were available to be granted was 200,000. No further options may be awarded under this plan. During 2008, 13,750 options granted under the 1995 Stock Option Plan were exercised. (3) Under the 2007 Long-term Incentive Plan the aggregate number of common shares that are available to be granted is 250,000 shares, with a further limit of no more than 50,000 shares to any one person in any twelve-month period. For additional information concerning the Company’s equity compensation plans, refer to the discussion in Note 8 to the Consolidated Financial Statements. The Company incorporates herein by reference the beneficial ownership information appearing under the captions “Outstanding Shares and Voting Rights” and “Stock Ownership of Executive Officers, Director and Nominees” of the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission on or about December 15, 2008. Item 13. Certain Relationships and Related Transactions, and Director Independence The Company incorporates herein by reference the information required by this item appearing under the captions “Corporate Governance and Board of Director Matters” and “Certain Relationships and Related Transactions” of the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission on or about December 15, 2008. Item 14. Principal Accounting Fees and Services The Company incorporates herein by reference the information required by this item appearing under the caption “Principal Accounting Fees and Services” of the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission on or about December 15, 2008. 44 Item 15. Exhibits, Financial Statement Schedules (a) (1) Financial Statements: PART IV The following Consolidated Financial Statements; Notes to the Consolidated Financial Statements and the Reports of Independent Registered Public Accounting Firm are included in Item 8. Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the Years Ended September 30, 2008, 2007 and 2006 Consolidated Balance Sheets - September 30, 2008 and 2007 Consolidated Statements of Cash Flows for the Years Ended September 30, 2008, 2007 and 2006 Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2008, 2007 and 2006 Notes to Consolidated Financial Statements - September 30, 2008, 2007 and 2006 (a) (2) Financial Statement Schedules: The following financial statement schedule is included in Item 8: Schedule II – Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related regulations, are inapplicable, or the information has been included in the Notes to the Consolidated Financial Statements. (a)(3) Exhibits: The following exhibits are filed with this report or are incorporated herein by reference to a prior filing in accordance with Rule 12b-32 under the Securities and Exchange Act of 1934. (Asterisk denotes exhibits filed with this report) Exhibit No. 3.1 3.2 4.1 4.2 4.3 Description Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as Exhibit 3(a) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January 29, 2002, filed as Exhibit 3(b) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and National City Bank dated April 30, 2002, filed as Exhibit 4(b) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference Consolidated Amendment No. 1 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated November 26, 2002 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.5 of the Company’s Form 10-K dated September 30, 2002, and incorporated herein by reference Consolidated Amendment No. 2 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated February 13, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.6 of the Company’s Form 10-Q dated December 31, 2002, and incorporated herein by reference 45 Exhibit No. 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 Description Consolidated Amendment No. 3 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated May 13, 2003 between SIFCO Industries Inc. and National City Bank, filed as Exhibit 4.7 of the Company’s Form 10-Q dated March 31, 2003, and incorporated herein by reference Consolidated Amendment No. 4 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated July 28, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.8 of the Company’s Form 10-Q dated June 30, 2003, and incorporated herein by reference Consolidated Amendment No. 5 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated November 26, 2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.9 of the Company’s Form 10-K dated September 30, 2002, and incorporated herein by reference Amendment No. 6 to Amended and Restated Credit Agreement dated March 31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.10 of the Company’s Form 10-Q dated March 31, 2004, and incorporated herein by reference Consolidated Amendment No. 7 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note dated May 14, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.11 of the Company’s Form 10-Q dated March 31, 2004, and incorporated herein by reference Consolidated Amendment No. 8 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note effective June 30, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.12 of the Company’s Form 10-Q dated June 30, 2004, and incorporated herein by reference Consolidated Amendment No. 9 to Amended and Restated Credit Agreement, Amended and Restated Reimbursement Agreement and Promissory Note effective November 12, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.13 to the Company’s Form 10-K dated September 30, 2004, and incorporated herein by reference Amendment No. 10 to Amended and Restated Credit Agreement dated as of February 4, 2005 but effective as of December 31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.14 to the Company’s Form 10-Q dated December 31, 2004, and incorporated herein by reference 4.12 Amendment No. 11 to Amended and Restated Credit Agreement dated May 19, 2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.15 to the Company’s Form 10-Q/A dated March 31, 2005, and incorporated herein by reference 4.13 Amendment No. 12 to Amended and Restated Credit Agreement dated August 10, 2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.16 to the Company’s Form 10-Q dated June 30, 2005, and incorporated herein by reference 4.14 Amendment No. 13 to Amended and Restated Credit Agreement dated November 23, 2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.19 to the Company’s Form 10-K dated September 30, 2005, and incorporated herein by reference 4.15 Amendment No. 14 to Amended and Restated Credit Agreement dated February 10, 2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.20 to the Company’s Form 10-Q dated December 31, 2005, and incorporated herein by reference 4.16 Amendment No. 15 to Amended and Restated Credit Agreement dated August 14, 2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.21 to the Company’s Form 10-Q dated June 30, 2006, and incorporated herein by reference 46 Exhibit No. 4.17 4.18 4.19 4.20 Description Amendment No. 16 to Amended and Restated Credit Agreement dated November 29, 2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.22 to Company’s Form 10-K dated September 30, 2006, and incorporated herein by reference. Amendment No. 17 to Amended and Restated Credit Agreement dated February 5, 2007 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.23 to the Company’s Form 10-Q dated December 31, 2006 and incorporated herein by reference Amendment No. 18 to Amended and Restated Credit Agreement dated May 10, 2007 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.24 to the Company’s Form 10-Q dated March 31, 2007 and incorporated herein by reference Amendment No. 19 to Amended and Restated Credit Agreement dated February 8, 2008 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.20 to the Company’s Form 10-Q dated December 31, 2007 and incorporated herein by reference 4.21* Amendment No. 20 to Amended and Restated Credit Agreement dated December 12, 2008 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.21 to the Company’s Form 10-K dated September 30, 2008 9.1 Voting Trust Agreement dated January 30, 2007, filed as Exhibit 9.3 of the Company’s Form 10-Q dated December 31, 2006, and incorporated herein by reference 10.2 SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of the Company’s form 10-Q dated June 30, 2004, and incorporated herein by reference 10.3 SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the Company’s Form 10-Q dated March 31, 2002, and incorporated herein by reference 10.4 Change in Control Severance Agreement between the Company and Frank Cappello, dated September 28, 2000, filed as Exhibit 10(g) of the Company’s Form 10-Q dated December 31, 2000, and incorporated herein by reference 10.5 10.6 10.7 10.8 Change in Control Severance Agreement between the Company and Remigijus Belzinskas, dated September 28, 2000, filed as Exhibit 10 (i) of the Company’s Form 10-Q dated December 31, 2000, and incorporated herein by reference Change in Control Severance Agreement between the Company and Jeffrey P. Gotschall, dated July 30, 2002, filed as Exhibit 10.10 of the Company’s Form 10-K dated September 30, 2002, and incorporated herein by reference Separation Pay Agreement between Frank A. Cappello and SIFCO Industries, Inc. dated December 16, 2005, filed as Exhibit 10.14 of the Company’s Form 10-K dated September 30, 2005, and incorporated herein by reference Agreement for the Purchase of the Assets of the Large Aerospace Business of SIFCO Turbine Components Limited dated March 16, 2006 between SIFCO Turbine Components Limited, SIFCO Industries, Inc, and SR Technics Airfoil Services Limited, as amended on April 19, 2006, May 2, 2006, May 5, 2006, May 9, 2006, and May 10, 2006, filed as Exhibit 10.15 of the Company’s Form 10-Q dated March 31, 2006, and incorporated herein by reference 10.9 Separation Agreement and Release Without Prejudice between the Company and Timothy V. Crean, dated November 28, 2006 filed as Exhibit 99.1 of the Company’s Form 8-K dated November 30, 2006, and incorporated herein by reference 10.10 Amendment No. 1 to Change in Control Severance Agreement between the Company and Frank Cappello, dated February 5, 2007, filed as Exhibit 10.17 of the Company’s Form 10-Q dated December 31, 2006 and incorporated herein by reference 47 Exhibit No. Description 10.11 Amendment No. 1 to Change in Control Severance Agreement between the Company and Remigijus Belzinskas, dated February 5, 2007, filed as Exhibit 10.18 of the Company’s Form 10-Q dated December 31, 2006 and incorporated herein by reference 10.12 Business Purchase Agreement dated as of May 7, 2007 between PAS Technologies Inc. (Parent), PAS Turbines Ireland Limited (Buyer), SIFCO Industries Inc. (Shareholder), and SIFCO Turbine Components Limited (Company), filed as Exhibit 10.19 of the Company’s Form 10-Q dated June 30, 2007 and incorporated herein by reference 10.13 SIFCO Industries, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A of the Company’s Proxy and Notice of 2008 Annual Meeting to Shareholders dated December 14, 2007, and incorporated herein by reference 14.1 Code of Ethics, filed as Exhibit 14.1 of the Company’s form 10-K dated September 30, 2003, and incorporated herein by reference *21.1 Subsidiaries of Company *23.1 Consent of Independent Registered Public Accounting Firm *31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a) *31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a) *32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 *32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 48 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES SIFCO Industries, Inc. By: /s/ Frank A.Cappello Frank A. Cappello Vice President-Finance and Chief Financial Officer (Principal Financial Officer) Date: December 15, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below on December 15, 2008 by the following persons on behalf of the Registrant in the capacities indicated. /s/ Jeffrey P. Gotschall Jeffrey P. Gotschall Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/ Hudson D. Smith Hudson D. Smith Director /s/ Frank N. Nichols Frank N. Nichols Director /s/ P. Charles Miller P. Charles Miller Director /s/ Alayne L. Reitman Alayne L. Reitman Director /s/ J. Douglas Whelan J. Douglas Whelan Director /s/ Frank A. Cappello Frank A. Cappello Vice President-Finance and Chief Financial Officer (Principal Financial Officer) /s/ Remigijus H. Belzinskas Remigijus H. Belzinskas Corporate Controller (Principal Accounting Officer) 49 SHAREHOLDER INFORMATION DIRECTORS AUDITORS Jeffrey P. Gotschall Chairman of the Board and Chief Executive Officer Frank N. Nichols Retired Group Vice President, Parker Hannifin Corporation Aerospace Group P. Charles Miller, Jr. Chairman of the Board, Chief Executive Officer, Duramax Marine LLC Alayne L. Reitman Formerly Vice President – Finance and Chief Financial Officer, The Tranzonic Companies, Inc. Hudson D. Smith President Forged Aerospace Sales, LLC J. Douglas Whelan Retired President and Chief Operating Officer, Wyman-Gordon Company OFFICERS Jeffrey P. Gotschall Chairman of the Board and Chief Executive Officer Frank A. Cappello Vice President - Finance and Chief Financial Officer Remigijus H. Belzinskas Corporate Controller Grant Thornton LLP Certified Public Accountants 800 Halle Building 1228 Euclid Avenue Cleveland, Ohio 44115 GENERAL COUNSEL Squire, Sanders & Dempsey L.L.P. 4900 Key Tower 127 Public Square Cleveland, Ohio 44114-1304 COMPANY INFORMATION Included with this Annual Report is a copy of SIFCO Industries, Inc.’s Form 10-K filed with the Securities and Exchange Commission for the year ended September 30, 2008. Additional copies of the Company’s Form 10-K and other information are available to shareholders upon written request to: Investor Relations SIFCO Industries, Inc. 970 East 64th Street Cleveland, Ohio 44103 We also www.sifco.com. invite you to visit our website: ANNUAL MEETING The annual meeting of shareholders of SIFCO Industries, Inc. will be held at National City Bank, East Ninth Street and Euclid Avenue, Cleveland, Ohio, at 10:30 a.m. on January 27, 2009. 50 970 East 64th Street, Cleveland, Ohio 44103-1694 Phone: (216) 881-8600 Fax: (216) 432-6281 www.sifco.com

Continue reading text version or see original annual report in PDF format above