UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended December 31, 2000.
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: 333-5411
HAYNES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1185400
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1020 West Park Avenue, Kokomo, Indiana 46904-9013
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(765) 456-6000
--------------
(Registrant's telephone number, including area code)
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 [ ]
As of February 14, 2001, the registrant had 100 shares of Common Stock, $.01 par
value, outstanding.
HAYNES INTERNATIONAL, INC.
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets as of
September 30, 2000 and December 31, 2000 ...........................3
Consolidated Condensed Statements of Operations
for the Three Months ended
December 31, 1999 and 2000 .........................................4
Consolidated Condensed Statements of Comprehensive
Income for the Three Months
ended December 31, 1999 and 2000 ...................................5
Consolidated Condensed Statements of Cash Flows
for the Three Months ended
December 31, 1999 and 2000 .........................................6
Notes to Consolidated Condensed Financial Statements ...............7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk .......................................................11
PART II OTHER INFORMATION
Item 1. Legal Proceedings .................................................12
Item 2. Changes in Securities and Use of Proceeds .........................12
Item 3. Defaults Upon Senior Securities ...................................12
Item 4. Submission of Matters to a Vote of Security Holders ...............12
Item 5. Other Information .................................................12
Item 6. Exhibits and Reports on Form 8-K ..................................12
Signatures ........................................................13
Index to Exhibits .................................................14
- 2 -
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands, except share amounts)
September 30, December 31,
2000 2000
------------- ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,285 $ 2,546
Accounts and notes receivable, less allowance for
doubtful accounts of $638 and $741, respectively 46,131 44,153
Inventories 97,307 95,639
--------- ---------
Total current assets 144,723 142,338
--------- ---------
Property, plant and equipment (at cost) 118,518 119,493
Accumulated depreciation (76,219) (77,588)
--------- ---------
Net property, plant and equipment 42,299 41,905
Deferred income taxes 44,424 44,719
Prepayments and deferred charges, net 11,919 12,020
--------- ---------
Total assets $ 243,365 $ 240,982
========= =========
LIABILITIES AND CAPITAL DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses $ 31,408 $ 32,153
Accrued postretirement benefits 4,400 4,400
Revolving credit 63,974 61,462
Note payable 2,307 2,019
Income taxes payable 1,096 731
Deferred income taxes 309 93
--------- ---------
Total current liabilities 103,494 100,858
--------- ---------
Long-term debt, net of unamortized discount 143,157 143,144
Accrued postretirement benefits 94,881 95,288
--------- ---------
Total liabilities 341,532 339,290
--------- ---------
Capital deficiency:
Common stock, $.01 par value (100 shares
authorized, issued and outstanding)
Additional paid-in capital 51,275 51,275
Accumulated deficit (146,605) (147,920)
Accumulated other comprehensive loss (2,837) (1,663)
--------- ---------
Total capital deficiency (98,167) (98,308)
--------- ---------
Total liabilities and capital deficiency $ 243,365 $ 240,982
========= =========
The accompanying notes are an integral part of these financial statements.
- 3 -
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands)
Three Months Ended
December 31,
-----------------------
1999 2000
---- ----
Net revenues $ 48,027 $ 61,078
Cost of sales 39,933 49,582
Selling and administrative 5,672 5,848
Research and technical 908 902
--------- ---------
Operating income 1,514 4,746
Other cost, net 238 889
Interest expense 5,366 6,052
Interest income (31) (21)
--------- ---------
Loss before benefit from income taxes (4,059) (2,174)
Benefit from income taxes (791) (859)
--------- ---------
Net loss $ (3,268) $ (1,315)
========= =========
The accompanying notes are an integral part of these financial statements.
- 4 -
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(dollars in thousands)
Three Months Ended
December 31,
-----------------------
1999 2000
---- ----
Net Loss $ (3,268) $ (1,315)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (1,296) 1,174
--------- ---------
Other comprehensive income (loss) (1,296) 1,174
--------- ---------
Comprehensive loss $ (4,564) $ (141)
========= =========
The accompanying notes are an integral part of these financial statements.
- 5 -
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
Three Months Ended
December 31,
-----------------------
1999 2000
---- ----
Cash flows from operating activities:
Net loss $ (3,268) $ (1,315)
Depreciation 823 1,208
Amortization 252 350
Deferred income taxes 563 (511)
Change in:
Inventories (1,820) 1,994
Accounts receivable 4,494 2,363
Accounts payable and accruals 4,012 103
Other, net (1,700) 37
-------- --------
Net cash provided by operating activities 3,356 4,569
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (4,924) (648)
Other investing activities 166 (165)
Net cash used in investing activities (4,758) (813)
Cash flows from financing activities:
Net increase (decrease) in revolving
credit and long-term debt 2,762 (2,607)
Capital contribution from parent company
of proceeds from exercise of stock options 100 ---
-------- --------
Net cash provided by (used in)
financing activities 2,862 (2,607)
-------- --------
Effect of exchange rates on cash (425) 112
-------- --------
Increase in cash and cash equivalents 1,035 1,261
Cash and cash equivalents, beginning of period 3,576 1,285
-------- --------
Cash and cash equivalents, end of period $ 4,611 $ 2,546
-------- --------
Supplemental disclosures of cash flow information:
Cash paid (received) during period for: Interest $ 1,044 $ 1,630
======== ========
Income taxes $ 49 $ (83)
======== ========
The accompanying notes are an integral part of these financial statements.
- 6 -
HAYNES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
For the three months Ended December 31, 2000
Note 1. Basis of Presentation
The interim financial statements are unaudited and reflect all adjustments
(consisting solely of normal recurring adjustments) that, in the opinion of
management, are necessary for a fair statement of results for the interim
periods presented. This report includes information in a condensed form and
should be read in conjunction with the audited consolidated financial statements
included in Form 10-K for the fiscal year ended September 30, 2000, filed by the
Company with the Securities and Exchange Commission ("SEC") on December 27,
2000. The results of operations for the three months ended December 31, 2000,
are not necessarily indicative of the results to be expected for the full year
or any other interim period.
Note 2. Inventories
The following is a summary of the major classes of inventories:
September 30, 2000 December 31, 2000
------------------ -----------------
(Unaudited)
Raw Materials $ 9,745 $10,988
Work-in-process 46,505 44,417
Finished Goods 33,584 34,592
Other, net 7,473 5,642
------- -------
Net inventories $97,307 $95,639
======= =======
Note 3. Income Taxes
The income tax benefit for the three months ended December 31, 1999 and
2000, differed from the U.S. federal statutory rate of 34% primarily due to
state tax benefits and differing tax rates on foreign earnings.
- 7 -
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
References to years or portions of years in Management's Discussion and Analysis
of Financial Condition and Results of Operations refer to the Company's fiscal
years ended September 30, unless otherwise indicated. This discussion contains
statements that constitute forward looking statements within the meaning of the
securities laws. Such statements may include statements regarding the intent,
belief or current expectations of the Company or its officers with respect to
(i) the Company's strategic plans, (ii) the policies of the Company regarding
capital expenditures, financing or other matters, and (iii) industry trends
affecting the Company's financial condition or results of operations. Readers of
this discussion are cautioned that any such forward looking statements are not
guarantees of future performance and involve risks and uncertainties and that
actual results may differ materially from those in the forward looking
statements as a result of various factors. This report should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations included in Form 10-K for the fiscal year ended September
30, 2000, filed by the Company with the Securities and Exchange Commission on
December 27, 2000.
Results of Operations
Three Months Ended December 31, 2000 Compared to Three Months Ended December 31,
1999
Net Revenues. Net revenues increased approximately $13.1 million to
approximately $61.1 million in the first quarter of 2001 from approximately
$48.0 million in the first quarter of 2000. Volume increased approximately 18.6%
to 5.1 million pounds in the first quarter of fiscal 2001 compared to 4.3
million pounds in the first quarter of 2000. Average selling price per pound
increased 7.8% to $11.90 for the first quarter of 2001 compared to $11.04 for
the same period in 2000.
Sales to the aerospace industry in the first quarter of 2001 increased by
38.1% to approximately $25.0 million from $18.1 million for the same period a
year earlier. The increased revenue can be attributed to a 35.7% increase in
volume to approximately 1.9 million pounds in fiscal 2001 from approximately 1.4
million pounds in fiscal 2000, while the average selling price per pound
remained relatively constant. The increased volume was primarily caused by
significantly higher domestic sales of flat product forms and alloys to gas
turbine manufacturers as the industry responds to demand created by the
commercial aircraft build rates.
Sales to the chemical processing industry increased by 36.9% from
approximately $13.0 million in the first quarter of 2000 to approximately $17.8
million in the first quarter of 2001, due to higher volumes and higher average
selling price per pound. Volume increased to approximately 1.4 million pounds in
fiscal 2001 from approximately 1.3 million pounds in fiscal 2000, or 7.7%. The
increased volume can be attributed to increased worldwide project related
business. The average selling price per pound increased 26.5%, to $12.40, due to
a greater proportion of the higher valued proprietary alloy products combined
with improved market prices.
Sales to the land-based gas turbine industry increased by 62.3% in the
first quarter of 2001 to approximately $11.2 million from approximately $6.9
million for the comparable period in 2000. The increase in revenue can be
attributed to a 50.0% increase in volume to approximately 1.2 million pounds in
fiscal 2001 compared to approximately 800,000 pounds in fiscal 2000, while the
average selling price per pound increased by 5.2% to $9.38. The increase in
volume was primarily due to improved sales of proprietary alloy round products
in the export market and domestic shipments of flat products of specialty alloys
to support the growing demand of the gas turbine manufacturers. The larger
proportion of higher priced specialty and proprietary alloys, combined with
improved market prices, led to the increase in average selling prices.
- 8 -
Sales to the flue gas desulfurization industry declined by 47.1% from
approximately $1.7 million in the first three months of 2000 to approximately
$900,000 in the same period of 2001, due to a single project in the previous
year that did not repeat during the current period. The lower selling price per
pound is the result of a smaller proportion of proprietary alloy flat products
and very competitive market conditions. The industry is generally characterized
by large project requirements and very modest continuing maintenance needs.
Sales to the oil and gas industry decreased by 56.7% in the first quarter
of 2001 to approximately $1.2 million from approximately $3.0 million in the
first quarter of 2000. The decrease in revenue can be attributed to a major
project in the comparable time period a year earlier that did not repeat during
this quarter. Sales to this industry are typically linked to sour gas project
requirements, which vary significantly from quarter to quarter.
Sales to the other industries remained relatively flat for the comparable
periods. Increased volume due to improved sales for product applications in new
market sectors was offset by decreased average selling prices due to
proportionately higher sales of lower cost, lower priced nickel-base alloys and
forms relative to sales of higher priced specialty alloys.
Cost of Sales. Cost of sales as a percentage of net revenues decreased in
the first quarter of 2001 compared to the first quarter of 2000, at 81.2% and
83.1%, respectively. Lower raw material costs in the first quarter of 2001
accounted for the decline.
Selling and Administrative Expenses. Selling and administrative expenses
increased approximately $100,000 to approximately $5.8 million in the first
quarter of 2001 from approximately $5.7 million in the same period a year ago,
primarily as a result of higher data processing costs relative to the same
period a year ago.
Research and Technical Expenses. Research and technical expenses remained
relatively flat at approximately $900,000 in the first quarter of 2001 and 2000.
Operating Income. As a result of the above factors, the Company recognized
operating income for the first quarter of 2001 of approximately $4.7 million,
approximately $1.6 million of which was contributed by the Company's foreign
subsidiaries. For the first quarter of 2000, operating income was approximately
$1.5 million, of which approximately $1.0 million was contributed by the
Company's foreign subsidiaries.
Other. Other cost, net, increased approximately $651,000 from approximately
$238,000 in fiscal 2000 to approximately $889,000 in fiscal 2001, primarily due
to foreign exchange losses in fiscal 2001 versus foreign exchange gains in
fiscal 2000.
Interest Expense. Interest expense increased approximately $700,000 to
approximately $6.1 million for the first quarter of 2001 from approximately $5.4
million for the same period in 2000. Higher revolving credit balances and higher
interest rates during the first quarter of 2001 contributed to this increase.
Income Taxes. An income tax benefit of approximately $859,000 was recorded
for the first quarter of 2001 compared to approximately $791,000 in 2000.
Net Loss. As a result of the above factors, the Company recognized a net
loss for the first quarter of 2001 of approximately $1.3 million, compared to a
loss of approximately $3.3 million for the first quarter of 2000.
[Remainder of page intentionally left blank.]
- 9 -
Liquidity and Capital Resources
The Company's near-term future cash needs will be driven by working capital
requirements, and planned capital expenditures. Capital expenditures were
approximately $648,000 in the first three months of 2001, compared to capital
expenditures of approximately $4.9 million for the first three months of 2000.
The remainder of planned 2001 expenditures is targeted for manufacturing
improvements and environmental projects. The Company does not expect such
capital expenditures to have a material adverse effect on its long-term
liquidity. The Company expects to fund its working capital needs and capital
expenditures with cash provided from operations, supplemented by borrowings
under its Revolving Credit Facility with Fleet Capital Corporation ("Fleet
Revolving Credit Facility"), and capital lease obligations. The Company believes
these sources of capital will be sufficient to fund these capital expenditures
and working capital requirements over the next 12 months, although there can be
no assurance of this.
Net cash provided by operating activities in the first three months of 2001
was approximately $4.6 million, as compared to approximately $3.4 million in the
first three months of 2000. The cash provided by operations for 2001 was
primarily the result of a decrease in inventories of approximately $2.0 million,
a decrease in accounts receivable of approximately $2.4 million, an increase in
accounts payable and accrued expenses of approximately $103,000, non-cash
depreciation and amortization expense of approximately $1.6 million, net loss of
approximately $1.3 million and other net adjustments used in operating
activities of approximately $200,000.
Net cash used in investing activities decreased to approximately $800,000
in the first three months of 2001 from approximately $4.8 million in the same
period for 2000, primarily as a result of decreased capital spending. Net cash
used in financing activities for the first three months of 2001 was
approximately $2.6 million, compared to net cash provided by investing
activities of approximately $2.9 million for the first three months of 2000,
primarily as a result of decreased net borrowings by the Company due to
decreased capital expenditures during this fiscal year.
Cash for the three months of 2001 increased approximately $1.2 million,
resulting in a December 31, 2000 cash balance of approximately $2.5 million.
Cash in the first three months of 2000 increased approximately $1.0 million,
resulting in a cash balance of approximately $4.6 million at December 31, 2000.
Total debt at December 31, 2000, was approximately $206.6 million compared
to approximately $187.2 million at December 31, 1999, reflecting increased
borrowing under the Fleet Revolving Credit Facility and capital lease financing.
At December 31, 2000, approximately $61.4 million had been borrowed
pursuant to the Fleet Revolving Credit Facility compared to approximately $47.2
million at December 31, 1999. In addition, as of December 31, 2000,
approximately $586,000 in Letter of Credit reimbursement obligations had been
incurred by the Company. The Fleet Revolving Credit Facility includes a reserve
for accrued interest, payable March 1 and September 1, in connection with the
Senior Notes of approximately $5.4 million at December 31, 2000 and a permanent
fixed charge reserve, which is $2.0 million at December 31, 2000. The Company
had available additional borrowing capacity of approximately $4.1 million on the
Fleet Revolving Credit Facility at December 31, 2000.
Accounting Pronouncements
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", was adopted effective October 1, 2000. This statement establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial condition and measure those
instruments at fair value. The effect of adopting the new standard was
immaterial to the Company's financial statements.
- 10 -
Item 3. Quantitative and Qualitative Disclosures About Market Risk
At December 31, 2000, the Company's primary market risk exposure was
foreign currency exchange rate risk with respect to forward contracts entered
into by the Company's foreign subsidiaries located in England and France. The
foreign currency exchange risk exists primarily because the two foreign
subsidiaries need U.S. dollars in order to pay for their intercompany purchases
of high performance alloys from the Company's U.S. locations. Most of the
currency contracts to buy U.S. dollars have maturity dates of less than six
months. None of the forward contracts entered into by the Company's foreign
subsidiaries present a material market risk to the Company as of December 31,
2000.
[Remainder of page intentionally left blank.]
- 11 -
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See Index to Exhibits
(b) Reports on Form 8-K. No report on Form 8-K was filed during the quarter
for which this report is filed. --------------------
- 12 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HAYNES INTERNATIONAL, INC.
/s/ Francis J. Petro
-------------------------------------------
Francis J. Petro
President and Chief Executive Officer
/s/ Joseph F. Barker
-------------------------------------------
J. F. Barker
Executive Vice President, Finance
Chief Financial Officer
Date: February 14, 2001
- 13 -
INDEX TO EXHIBITS
Sequential
Number Numbering
Assigned In System Page
Regulation S-K Number of
Item 601 Description of Exhibit Exhibit
-------- ---------------------- -----------
(2) 2.01 Stock Purchase Agreement, dated as of January
24, 1997, among Blackstone Capital Partners II
Merchant Banking Fund L.P., Blackstone
Offshore Capital Partners II Merchant Banking
Fund L.P., Blackstone Family Investment
Partnership L.P., Haynes Holdings, Inc. and
Haynes International, Inc. (Incorporated by
reference to Exhibit 2.01 to Registrant's Form
8-K Report, filed February 13, 1997, File No.
333-5411.)
2.02 Stock Redemption Agreement, dated as of
January 24, 1997, among MLGA Fund II, L.P.,
MLGAL Partners, L.P. and Haynes Holdings, Inc.
(Incorporated by reference to Exhibit 2.02 to
Registrant's Form 8-K Report, filed February
13, 1997, File No. 333-5411.)
2.03 Exercise and Repurchase Agreement, dated as of
January 24, 1997, among Haynes Holdings, Inc.
and the holders as listed therein.
(Incorporated by reference to Exhibit 2.03 to
Registrant's Form 8-K Report, filed February
13, 1997, File No. 333-5411.)
2.04 Consent Solicitation and Offer to Redeem,
dated January 30, 1997. (Incorporated by
reference to Exhibit 2.04 to Registrant's Form
8-K Report, filed February 13, 1997, File No.
333-5411.)
2.05 Letter of Transmittal, dated January 30, 1997.
(Incorporated by reference to Exhibit 2.05 to
Registrant's Form 8-K Report, filed February
13, 1997, File No. 333-5411.)
(3) 3.01 Restated Certificate of Incorporation of
Registrant. (Incorporated by reference to
Exhibit 3.01 to Registration Statement on Form
S-1, Registration No. 33-32617.)
3.02 By-laws of Registrant. (Incorporated by
reference to Exhibit 3.02 to Registration
Statement on Form S-1, Registration No.
33-32617).
(4) 4.01 Indenture, dated as of August 23, 1996,
between Haynes International, Inc. and
National City Bank, as Trustee, relating to
the 11 5/8% Senior Notes Due 2004, table of
contents and cross-reference sheet.
(Incorporated by reference to Exhibit 4.01 to
the Registrant's Form 10-K Report for the year
ended September 30, 1996, File No. 333-5411.)
4.02 Form of 11 5/8% Senior Note Due 2004.
(Incorporated by reference to Exhibit 4.02 to
the Registrant's Form 10-K Report for the year
ended September 30, 1996, File No. 333-5411.)
(10) 10.01 Form of Severance Agreements, dated as of
March 10, 1989, between Haynes International,
Inc. and the employees of Haynes
International, Inc. named in the schedule to
the Exhibit. (Incorporated by reference to
Exhibit 10.03 to Registration Statement on
Form S-1, Registration No. 33-32617.)
- 14 -
10.02 Amended Stockholders' Agreement, dated as of
January 29, 1997, among Haynes Holdings, Inc.
and the investors listed therein.
(Incorporated by reference to Exhibit 4.01 to
Registrant's Form 8-K Report, filed February
13, 1997, File No. 333-5411.)
10.03 First Amendment to the Amended Stockholders'
Agreement, dated March 31, 1997. (Incorporated
by reference to Exhibit 10.10 to Registrant's
Form 10-Q Report, filed May 15, 1997, File No.
333-5411.)
10.04 Haynes Holdings, Inc. Employee Stock Option
Plan. (Incorporated by reference to Exhibit
10.08 to Registration Statement on Form S-1,
Registration No. 33-32617.)
10.05 First Amendment to the Haynes Holdings, Inc.
Employee Stock Option Plan, dated March 31,
1997. (Incorporated by reference to Exhibit
10.18 to Registrant's Form 10-Q Report, filed
May 15, 1997, File No. 333-5411.)
10.06 Form of "New Option" Agreements between Haynes
Holdings, Inc. and the executive officers of
Haynes International, Inc. named in the
schedule to the Exhibit. (Incorporated by
reference to Exhibit 10.09 to Registration
Statement on Form S-1, Registration No.
33-32617.)
10.07 Form of "September Option" Agreements between
Haynes Holdings, Inc. and the executive
officers of Haynes International, Inc. named
in the schedule to the Exhibit. (Incorporated
by reference to Exhibit 10.10 to Registration
Statement on Form S-1, Registration No.
33-32617.)
10.08 Form of "January 1992 Option" Agreements
between Haynes Holdings, Inc. and the
executive officers of Haynes International,
Inc. named in the schedule to the Exhibit.
(Incorporated by reference to Exhibit 10.08 to
Registration Statement on Form S-4,
Registration No. 33-66346.)
10.09 Form of "Amendment to Holdings Option
Agreements" between Haynes Holdings, Inc. and
the executive officers of Haynes
International, Inc. named in the schedule to
the Exhibit. (Incorporated by reference to
Exhibit 10.09 to Registration Statement on
Form S-4, Registration No. 33-66346.)
10.10 Form of March 1997 Amendment to Holdings
Option Agreements. (Incorporated by reference
to Exhibit 10.23 to Registrant's Form 10-Q
Report, filed May 15, 1997, File No.
333-5411.)
10.11 March 1997 Amendment to Amended and Restated
Holdings Option Agreement, dated March 31,
1997. (Incorporated by reference to Exhibit
10.24 to Registrant's Form 10-Q Report, filed
May 15, 1997, File No. 333-5411.)
10.12 Amended and Restated Loan and Security
Agreement by and among CoreStates Bank, N.A.
and Congress Financial Corporation (Central),
as Lenders, Congress Financial Corporation
(Central), as Agent for Lenders, and Haynes
International, Inc., as Borrower.
(Incorporated by reference to Exhibit 10.19 to
the Registrant's Form 10-K Report for the year
ended September 30, 1996, File No. 333-5411).
- 15 -
10.13 Amendment No. 1 to Amended and Restated Loan
and Security Agreement by and among CoreStates
Bank, N.A. and Congress Financial Corporation
(Central), as Lenders, Congress Financial
Corporation (Central) as Agent for Lenders,
and Haynes International, Inc., as Borrower.
(Incorporated by reference to Exhibit 10.01 to
Registrant's Form 8-K Report, filed January
22, 1997, File No. 333-5411.)
10.14 Amendment No. 2 to Amended and Restated Loan
and Security Agreement, dated January 29,
1997, among CoreStates Bank, N.A. and Congress
Financial Corporation (Central), as Lenders,
Congress Financial Corporation (Central), as
agent for Lenders, and Haynes International,
Inc. (Incorporated by reference to Exhibit
10.01 to Registrant's Form 8-K Report, filed
February 13, 1997, File No. 333-5411.)
10.15 Agreement by and between Galen Hodge and
Haynes International, dated January 13, 1998
(Incorporated by reference to Exhibit 10.17 to
Registrant's Form 10-Q Report filed February
13, 1998, File No. 333-5411).
10.16 Facility Management Agreement by and between
Republic Engineered Sales, Inc. and Haynes
International, Inc., dated April 15, 1999.
(Incorporated by reference to Exhibit 10.18 to
Registrant's Form 10-Q Report filed May 14,
1999, File No. 333-5411)
10.17 Amendment No. 3 to Amended and Restated Loan
and Security Agreement, dated August 23, 1999,
by and among CoreStates Bank, N.A. and
Congress Financial Corporation (Central) as
Agent for Lenders, and Haynes International,
Inc., as Borrower. (Incorporated by reference
to Exhibit 10.29 to Registrant's Form 10-K
Report filed December 28, 1999, File No.
333-5411.)
10.18 Credit Agreement and among institutions from
time to time party hereto, as Lenders, Fleet
Capital Corporation, as Agent for Lenders, and
Haynes International, Inc., as Borrower.
(Incorporated by reference to Exhibit 10.30 to
Registrant's Form 10-K Report filed December
28, 1999, File No. 333-5411.)
- 16 -
10.19 Amendment No. 1 to Credit Agreement, dated
December 30, 1999, by and among institutions
from time to time party hereto, as Lenders,
Fleet Capital Corporation, as Agent for
Lenders and Haynes International, Inc., as
Borrower. (Incorporated by reference to
Exhibit 10.21 to Registrant's Form 10-Q Report
filed February 14, 2000, File No. 333-5411.)
10.20 New Severance Agreements for Officers, dated
June 28, 2000.
10.21 August 2000 Amendment to Holdings Option
Agreement, dated August 7, 2000.
10.22 Restricted Stock Plan, dated October 13, 2000.
(11) No Exhibit.
(15) No Exhibit.
(18) 18.01 Preferability Letter dated May 15, 2000 by
Deloitte & Touche LLP. (Incorporated by
reference to Exhibit 18.01 to Registrant's
Form 10-Q Report filed May 15, 2000, File No.
333-5411.)
(19) No Exhibit.
(22) No Exhibit.
(23) No Exhibit.
(24) No Exhibit.
(27) 27.01 Financial Data Schedule.
(99) No Exhibit.
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