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 March 31, 2001.
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: 33-32617
--------------------------------
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 May 15, 2001, the registrant had 100 shares of Common Stock, $.01 par
value, outstanding.
HAYNES INTERNATIONAL, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page
----
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets as of
September 30, 2000 and March 31, 2001 3
Consolidated Condensed Statements of Operations for the Three
Months and Six Months ended March 31, 2000 and 2001 4
Consolidated Condensed Statements of Comprehensive Income for
the Three Months 5 and Six Months ended March 31, 2000 and 2001 5
Consolidated Condensed Statements of Cash Flows for the
Six Months ended March 31, 2000 and 2001 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
Page 2 of 17
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands, except share amounts)
September 30, March 31,
2000 2001
------------- ---------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,285 $ 645
Accounts and notes receivable, less allowance for
doubtful accounts of $638 and $773, respectively 46,131 46,463
Inventories 97,307 95,817
------- -------
Total current assets 144,723 142,925
------- -------
Property, plant and equipment (at cost) 118,518 120,194
Accumulated depreciation (76,219) (78,384)
------- -------
` Net property, plant and equipment 42,299 41,810
Deferred income taxes 44,424 45,561
Prepayments and deferred charges, net 11,919 11,819
------- -------
Total assets $243,365 $242,115
======= =======
LIABILITIES AND CAPITAL DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses $ 31,408 $ 31,834
Accrued postretirement benefits 4,400 4,400
Revolving credit 63,974 65,141
Note payable 2,307 1,597
Income taxes payable 1,096 491
Deferred income taxes 309 17
------- -------
Total current liabilities 103,494 103,480
------- -------
Long-term debt, net of unamortized discount 143,157 143,693
Accrued postretirement benefits 94,881 96,188
------- -------
Total liabilities 341,532 343,361
------- -------
Capital deficiency:
Common stock, $.01 par value (100 shares authorized,
issued and outstanding)
Additional paid-in capital 51,275 51,305
Accumulated deficit (146,605) (149,000)
Accumulated other comprehensive income (2,837) (3,551)
------- -------
Total capital deficiency (98,167) (101,246)
------- -------
Total liabilities and capital deficiency $243,365 $242,115
======= =======
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 3 of 17
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands)
Three Months Ended Six Months Ended
March 31, March 31,
------------------ ----------------
2000 2001 2000 2001
---- ---- ---- ----
Net revenues $57,585 $63,848 $105,612 $124,926
Cost of sales 44,649 51,969 84,145 101,551
Selling and administrative 5,860 5,923 11,532 11,771
Research and technical 910 1,084 1,818 1,986
------ ------ ------ -------
Operating income 6,166 4,872 8,117 9,618
Other cost, net 216 447 454 1,336
Interest expense 5,568 5,890 10,934 11,942
Interest income (65) (36) (96) (57)
------ ------ ------ -------
Income (loss) before benefit from
income taxes and cumulative effect
of a change in accounting principle 447 (1,429) (3,175) (3,603)
Benefit from income taxes (278) (349) (894) (1,208)
------ ------ ------ -------
Income (loss) before cumulative effect
of a change in accounting principle 725 (1,080) (2,281) (2,395)
Cumulative effect of a change in accounting
principle, net of tax 640
------ ------ ------ -------
Net income (loss) $ 725 $(1,080) $ (1,641) $ (2,395)
====== ====== ====== =======
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 4 of 17
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(dollars in thousands)
Three Months Ended Six Months Ended
March 31, March 31,
------------------ ----------------
2000 2001 2000 2001
---- ---- ---- ----
Net Income (loss) $ 725 $(1,080) $(1,641) $(2,395)
Other comprehensive loss, net of tax:
Foreign currency translation adjustment (928) (1,888) (2,224) (714)
--- ----- ----- -----
Other comprehensive loss (928) (1,888) (2,224) (714)
--- ----- ----- -----
Comprehensive loss $ (203) $(2,968) $(3,865) $(3,109)
=== ===== ===== =====
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 5 of 17
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
Six Months Ended
March 31,
2000 2001
---- ----
Cash flows from operating activities:
Net loss $(1,641) $(2,395)
Depreciation 1,645 2,417
Amortization 546 666
Deferred income taxes 333 (1,429)
Change in:
Inventories (7,704) 1,268
Accounts receivable (5,381) (381)
Accounts payable and accruals 4,584 1,502
Other, net (2,446) (1,155)
------ -----
Net cash provided by (used in) operating activities (10,064) 493
------ -----
Cash flows from investing activities:
Additions to property, plant and equipment (5,831) (2,032)
Other investing activities 279 104
------ -----
Net cash used in investing activities (5,552) (1,928)
------ -----
Cash flows from financing activities:
Net increase in revolving credit and long-term debt 16,616 796
Capital contribution from parent company 100 30
------ -----
Net cash provided by financing activities 16,716 826
------ -----
Effect of exchange rates on cash (547) (31)
------ -----
Increase (decrease) in cash and cash equivalents 553 (640)
Cash and cash equivalents, beginning of period 3,576 1,285
------ -----
Cash and cash equivalents, end of period $ 4,129 $ 645
====== ======
Supplemental disclosures of cash flow information:
Cash paid during period for: Interest $ 9,938 $11,320
====== ======
Income Taxes $ 92 $ 697
====== ======
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 6 of 17
HAYNES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
For the Six Months Ended March 31, 2001
(dollars in thousands, except share amounts)
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 six months ended March 31, 2001, 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 March 31, 2001
------------------ --------------
(Unaudited)
Raw Materials $ 9,745 $ 6,637
Work-in-process 46,505 49,021
Finished Goods 33,584 34,711
Other, net 7,473 5,448
------ ------
Net inventories $97,307 $95,817
====== ======
Note 3. Income Taxes
The income tax benefit for the three months and six months ended March 31,
2001, differed from the US federal statutory rate of 34% primarily due to state
tax benefits and differing tax rates on foreign earnings.
Note 4. Cumulative Effect of Change in Accounting Principle
Effective January 1, 2000, the Company changed its method of amortizing
unrecognized actuarial gains and losses with respect to its pension benefits to
amortize them over the lesser of five years or the average remaining service
period of active participants. The method previously used was to amortize any
unrecognized gain or loss over the average remaining service period of active
participants (approximately 12 years). The $640,000 cumulative effect of the
change on prior years (after reduction for income taxes of $426,000) is included
in income of the six months ended March 31, 2000. The effect of the change on
the three months ended March 31, 2000, was to increase net income $262,000; the
effect of the change on the six months ended March 31, 2000, was to increase
income before cumulative effect of a change in accounting principle by $524,000.
[Remainder of page intentionally left blank.]
Page 7 of 17
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
Private Securities Litigation Reform Act of 1995. 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 March 31, 2001 Compared to Three Months Ended March 31, 2000
Net Revenues. Net revenues increased approximately $6.2 million to
approximately $63.8 million in the second quarter of fiscal 2001, from
approximately $57.6 million in the second quarter of 2000. Volume increased
approximately 6.1% to approximately 5.2 million pounds in the second quarter of
fiscal 2001 from approximately 4.9 million pounds for the same period a year
earlier. The average selling price increased 4.9% to $12.10 per pound in the
second quarter of fiscal 2001 from $11.53 per pound for the same period a year
earlier.
Sales to the aerospace industry in the second quarter of fiscal 2001
increased by 12.1% to approximately $27.8 million from approximately $24.8
million for the same period a year earlier, due primarily to a 20.6% increase in
volume. The increased volume was the result of improved domestic and export
sales directly related to the high level of demand of the commercial aircraft
industry. An offsetting 7.0% decline in average selling price per pound was due
to the mix of alloys and forms sold.
Sales to the chemical processing industry increased by 18.7% to
approximately $18.4 million in the second quarter of fiscal 2001 from
approximately $15.5 million for the same period a year earlier due to the
combined effect of an 11.6% volume increase and a 6.3% increase in average
selling price. The increase in volume is due to an increase in maintenance and
project related business worldwide. The increase in the average selling price
per pound is a function of the alloy mix and improved market prices.
Sales to the land-base gas turbine industry increased by 2.1% to
approximately $9.6 million in the second quarter of fiscal 2001 from
approximately $9.4 million for the same period a year earlier. The increase in
revenue was due to an average selling price per pound increase of 17.5% which
was offset by a volume decrease of 12.4%. The increase in average selling price
can be attributed to alloy mix and improved market prices. The decrease in
volume was due to lower export sales of round products.
Sales to the flue gas desulfurization industry decreased by 57.9% to
approximately $800,000 for the second quarter of fiscal 2001 from approximately
$1.9 million for the same period a year earlier. The volume decrease was due to
completed projects that did not repeat in the second quarter of fiscal 2001. The
average selling price per pound increased due to improved market prices. This
industry is generally characterized by large project requirements and very
modest continuing maintenance needs.
Page 8 of 17
Sales to the oil and gas industry increased to approximately $2.0 million
for the second quarter of fiscal 2001 from approximately $200,000 for the same
period a year earlier. This increase was due to a major project.
Sales to other industries decreased by 11.1% to approximately $4.8 million
for the second quarter of fiscal 2001 from approximately $5.4 million for the
same period a year earlier, due to a decrease in volume, offset slightly by an
increase in average selling price per pound. The volume decrease was due to
reduced sales for product applications to the industrial markets. The increase
in average selling price was due to improved market prices.
Cost of Sales. Cost of sales as a percentage of net revenues increased to
81.4% for the second quarter of fiscal 2001 compared to 77.5% in the same period
last year. The higher cost of sales percentage in fiscal 2001 was primarily due
to higher natural gas costs along with lower production volume of high
value-added sheet and coil product forms due to unplanned equipment outages.
Selling and Administrative Expenses. Selling and administrative expenses
remained relatively flat when comparing the second quarter of fiscal 2001 to the
same period a year earlier.
Research and Technical Expenses. Research and technical expenses increased
approximately $200,000 to approximately $1.1 million in the second quarter of
fiscal 2001 from approximately $900,000 for the same period a year earlier,
primarily as a result of an increase in outside research donations paid by the
Company in the period and salary and related benefits.
Operating Income. As a result of the above factors, the Company recognized
operating income for the second quarter of 2001 of approximately $4.9 million,
approximately $1.8 million of which was contributed by the Company's foreign
subsidiaries. For the second quarter of fiscal 2000, operating income was
approximately $6.2 million, of which approximately $1.4 million was contributed
by the Company's foreign subsidiaries.
Other. Other costs increased to approximately $400,000 for the second
quarter of fiscal 2001 from approximately $200,000 for the same period a year
earlier, primarily due to other employee related benefits that did not occur in
the same period a year earlier.
Interest Expense. Interest expense increased approximately $300,000 to
approximately $5.9 million for the second quarter of fiscal 2001 from
approximately $5.6 million for the same period a year earlier. Higher revolving
credit balances partially offset by lower interest rates during the second
quarter of fiscal 2001 contributed to this increase.
Income Taxes. The income tax benefit was relatively flat for the second
quarter of fiscal 2001 as compared to the same period a year earlier.
Net Income (Loss). As a result of the above factors, the Company recognized
a net loss for the second quarter of fiscal 2001 of approximately $1.1 million,
compared to net income of approximately $700,000 for the second quarter of
fiscal 2000.
Six Months Ended March 31, 2001 Compared to Six Months Ended March 31, 2000
Net Revenues. Net revenues increased approximately $19.3 million to
approximately $124.9 million in the first half of 2001 from approximately $105.6
million in the first half of 2000, due to increases in both volume and average
selling price per pound. Volume increased 12.0% to 10.3 million pounds in fiscal
2001 from 9.2 million pounds in fiscal 2000. Average selling price per pound
increased 6.2% to $12.00 per pound in fiscal 2001 from $11.30 per pound in
fiscal 2000.
Page 9 of 17
Sales to the aerospace industry in the first half of 2001 increased by
23.1% to approximately $52.8 million from approximately $42.9 million for the
same period a year earlier, due primarily to an increase in volume of 27.3% to
approximately 4.2 million pounds from approximately 3.3 million pounds. The
volume increase was due to higher domestic sales of nickel-based and
cobalt-containing alloy flat and round products. The volume increase was
slightly offset by a decrease in the average selling price per pound due to a
higher proportion of lower priced round products.
Sales to the chemical processing industry increased by 26.7% to
approximately $36.1 million in the first half of 2001 from approximately $28.5
million for the same period a year earlier, primarily due to the combined
effects of a 9.8% volume increase and a 15.5% increase in average selling price
per pound. The volume increase is due to increased worldwide project related
business. The increase in average selling price is due to the mix of a higher
proportion of higher valued proprietary alloys and products.
Sales to the land-base gas turbine industry increased by 28.4% to
approximately $20.8 million in the first half of 2001 from approximately $16.2
million for the same period a year earlier, due primarily to the combined effect
of a 16.7% increase in volume and a 10.8% increase in the average selling price
per pound. The volume increase to approximately 2.1 million pounds from
approximately 1.8 million pounds was due to higher domestic sales of proprietary
alloy round products and specialty alloy flat products. The increase in average
selling price is due to the sale of a higher proportion of higher priced alloys
and improved market prices.
Sales to the flue gas desulfurization industry decreased by 50.0% to
approximately $1.8 million in the first half of 2001 from approximately $3.6
million for the same period a year earlier, due primarily to a major project
that did not repeat from the previous year. The market is characterized by large
project requirements and modest continuing maintenance needs.
Sales to the oil and gas industry increased by 3.2% to approximately $3.2
million in the first half of 2001 from approximately $3.1 million for the same
period a year earlier, due primarily to an increase in average selling price per
pound. Sales to this industry are typically linked to sour gas project
requirements, which vary significantly from quarter to quarter.
Sales to other industries decreased by 6.1% to approximately $9.2 million
for the first half of 2001 from $9.8 million for the same period a year earlier,
due primarily to decreased volume relating to new market applications, partially
offset by an increase in average selling price per pound due to improved market
prices.
Cost of Sales. Cost of sales as a percent of net revenues increased to
81.3% for the first six months of 2001 compared to 79.7% in the same period last
year. The increase was due to a combination of higher natural gas costs along
with lower production volume of high value-added sheet and coil product forms
due to unplanned equipment outages, partially offset by lower raw material
costs.
Selling and Administrative Expenses. Selling and administrative expenses
increased by 2.6% to approximately $11.8 million in the first half of 2001 from
approximately $11.5 million for the same period a year earlier, primarily as a
result of increased sales and marketing expenses, partially offset by expenses
related to the company's compliance with the Department of Justice's
investigation into the nickel alloy industry, that did not recur in the first
half of 2001.
Page 10 of 17
Research and Technical Expenses. Research and technical expenses increased
by approximately $200,000 in the first half of 2001 compared to the same period
a year earlier, primarily as a result of an increase in outside research
donations paid by the Company in the period and salary and related benefits.
Operating Income. As a result of the above factors, the Company recognized
operating income for the first six months of 2001 of approximately $9.6 million,
approximately $3.4 million of which was contributed by the Company's foreign
subsidiaries. For the first six months of 2000, operating income was
approximately $8.1 million, of which approximately $2.4 million was contributed
by the Company's foreign subsidiaries.
Other. Other costs increased approximately $800,000 from approximately
$500,000 in the first half of 2000 to approximately $1.3 million in the first
half of 2001, primarily due to employee related benefits that did not occur in
the same period a year earlier and increased foreign exchange losses.
Interest Expense. Interest expense increased approximately $1.0 million to
approximately $11.9 million for the first half of 2001 from approximately $10.9
million for the same period a year earlier. Higher revolving credit balances
partially offset by declining interest rates accounted for the increase.
Income Taxes. The income tax benefit increased approximately $300,000 to
approximately $1.2 million for the first half of 2001 from approximately
$900,000 for the same period a year earlier.
Net Income (Loss). As a result of the above factors, the Company recognized
a net loss for the first half of 2001 of approximately $2.4 million, compared to
a net loss of approximately $1.6 million for the first half of 2000.
Page 11 of 17
Liquidity and Capital Resources
The Company's near-term cash needs will be driven by working capital
requirements, and planned capital expenditures. Capital expenditures were
approximately $2.0 million in the first six months of 2001, compared to capital
expenditures of approximately $5.8 million for the first six 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.
Cash for the six months of 2001 decreased approximately $640,000, resulting
in a March 31, 2001, cash balance of approximately $645,000. Cash in the first
six months of 2000 increased approximately $550,000, resulting in a cash balance
of approximately $4.1 million at March 31, 2000. The Company's operating
activities for the first six months of 2001 provided approximately $500,000 of
cash compared to approximately $10.1 million used in the first six months of
2000. Net cash provided by financing activities for the first six months of 2001
was approximately $800,000, compared to net cash provided by financing
activities of approximately $16.7 million for the first six months of 2000. The
Company's investing activities for the first six months of 2001 used
approximately $1.9 million compared to approximately $5.6 million used in the
first six months of 2000.
Total debt at March 31, 2001, was approximately $210.4 million compared to
approximately $201.4 million at March 31, 2000, reflecting increased borrowing
under the Fleet Revolving Credit Facility and capital lease financing.
At March 31, 2001, approximately $65.1 million had been borrowed pursuant
to the Fleet Revolving Credit Facility compared to approximately $61.1 million
at March 31, 2000. In addition, as of March 31, 2001, 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
$1.4 million at March 31, 2001, and a permanent fixed charge reserve, which is
$2.0 million at March 31, 2001. The Company had available additional borrowing
capacity of approximately $2.8 million on the Fleet Revolving Credit Facility at
March 31, 2001.
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.
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. At March 31, 2001, the Company did not have any outstanding foreign
currency exchange contracts or nickel forward commodity contracts.
Page 12 of 17
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.
[Remainder of page intentionally left blank.]
Page 13 of 17
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: May 14, 2001
Page 14 of 17
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.)
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.)
Page 15 of 17
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).
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.)
Page 16 of 17
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.)
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. (Incorporated by reference to
Exhibit 10.20 to Registrant's Form 10-Q Report
filed February 14, 2001, File No. 333-5411).
10.21 August 2000 Amendment to Holdings Option
Agreement, dated August 7, 2000. (Incorporated
by reference to Exhibit 10.21 to Registrant's
Form 10-Q Report filed February 14, 2001, File
No. 333-5411).
10.22 Restricted Stock Plan, dated October 13, 2000. (Incorporated by
reference to Exhibit 10.22 to Registrant's Form 10-Q Report
filed February 14, 2001, File No. 333-5411).
(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.)
Page 17 of 17