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, 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 February 14, 2002, the registrant had 100 shares of Common Stock, $.01 par
value, outstanding.
Page 1 of 16
HAYNES INTERNATIONAL, INC.
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets as of
September 30, 2001 and December 31, 2001 3
Consolidated Condensed Statements of Operations for
the Three Months ended December 31, 2000 and 2001 4
Consolidated Condensed Statements of Comprehensive
Income for the Three Months ended
December 31, 2000 and 2001 5
Consolidated Condensed Statements of Cash Flows
for the Three Months ended
December 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 16
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands, except share amounts)
September 30, December 31,
2001 2001
------------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 171 $ 894
Accounts and notes receivable, less allowance for 47,978 47,122
doubtful accounts of $721 and $853, respectively
Inventories 98,150 102,736
Refundable income taxes 150 ---
Deferred income taxes 899 161
---------- ----------
Total current assets 147,348 150,913
---------- ----------
Property, plant and equipment (at cost) 122,753 124,674
Accumulated depreciation (81,196) (82,270)
---------- ----------
Net property, plant and equipment 41,557 42,404
Deferred income taxes 42,994 43,016
Prepayments and deferred charges, net 10,546 9,141
---------- ----------
Total assets $ 242,445 $ 245,474
========== ==========
LIABILITIES AND CAPITAL DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses $ 31,300 $ 34,014
Accrued postretirement benefits 4,400 4,400
Revolving credit 61,206 59,140
Note payable 2,307 2,442
Income taxes payable --- 85
---------- ----------
Total current liabilities 99,213 100,181
---------- ----------
Long-term debt, net of unamortized discount 142,749 142,306
Accrued postretirement benefits 97,809 98,978
---------- ----------
Total liabilities $ 339,771 $ 341,465
---------- ----------
Capital deficiency:
Common stock, $.01 par value (100 shares
authorized, issued and outstanding)
Additional paid-in capital 51,306 51,362
Accumulated deficit (146,324) (144,650)
Accumulated other comprehensive loss (2,308) (2,703)
---------- ----------
Total capital deficiency (97,326) (95,991)
---------- ----------
Total liabilities and capital deficiency $ 242,445 $ 245,474
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 3 of 16
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands)
Three Months Ended
December 31,
----------------------------
2000 2001
---- ----
Net revenues $ 61,078 $ 61,935
Cost of sales 49,582 47,399
Selling and administrative 6,063 5,396
Research and technical 902 909
---------- ----------
Operating income 4,531 8,231
Other costs, net 674 129
Interest expense 6,052 5,269
Interest income (21) (16)
---------- ----------
Income (loss) before provision for (benefit from)
income taxes (2,174) 2,849
Provision for (benefit from) income taxes (859) 1,175
---------- ----------
Net income (loss) $ (1,315) $ 1,674
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 4 of 16
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (dollars in thousands)
Three Months Ended
December 31,
----------------------------
2000 2001
---- ----
Net income (loss) $ (1,315) $ 1,674
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 1,174 (395)
---------- ----------
Other comprehensive income (loss) 1,174 (395)
---------- ----------
Comprehensive income (loss) $ (141) $ 1,279
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 5 of 16
HAYNES INTERNATIONAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
Three Months Ended
December 31,
----------------------------
2000 2001
---- ----
Cash flows from operating activities:
Net income (loss) $ (1,315) $ 1,674
Depreciation 1,208 1,159
Amortization 350 325
Deferred income taxes (511) 846
Change in:
Inventories 1,994 (4,894)
Accounts receivable 2,363 798
Accounts payable and accruals 103 3,653
Other, net 377 1,408
---------- ----------
Net cash provided by operating activities 4,569 4,969
---------- ----------
Cash flows from investing activities:
Additions to property, plant and equipment (648) (2,056)
Other investing activities (165) 50
---------- ----------
Net cash used in investing activities (813) (2,006)
---------- ----------
Cash flows from financing activities:
Net decrease in revolving credit and long-term debt (2,607) (2,280)
Other financing activities --- 56
---------- ----------
Net cash used in financing activities (2,607) (2,224)
---------- ----------
Effect of exchange rates on cash 112 (16)
---------- ----------
Increase in cash and cash equivalents 1,261 723
Cash and cash equivalents, beginning of period 1,285 171
---------- ----------
Cash and cash equivalents, end of period $ 2,546 $ 894
========== ==========
Supplemental disclosures of cash flow information:
Cash paid (received) during period for: Interest $ 1,630 $ 960
---------- ----------
Income Taxes $ (83) $ (397)
========== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
Page 6 of 16
HAYNES INTERNATIONAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
For the three months ended December 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, 2001, filed by the
Company with the Securities and Exchange Commission ("SEC") on December 27,
2001. The results of operations for the three months ended December 31, 2001,
are not necessarily indicative of the results to be expected for the full year
or any other interim period.
Certain amounts in prior year financial statements have been reclassified
to conform with current year presentation.
Note 2. Inventories
The following is a summary of the major classes of inventories:
September 30, 2001 December 31, 2001
------------------ -----------------
(Unaudited)
Raw Materials $ 5,971 $ 6,253
Work-in-process 44,510 44,266
Finished Goods 36,845 43,778
Other, net 10,824 8,439
------- --------
Net inventories $98,150 $102,736
======= ========
Note 3. Income Taxes
The income tax provision for the three months ended December 31, 2001,
differed from the U.S. federal statutory rate of 35% primarily due to state
income taxes and differing tax rates on foreign earnings. The income tax benefit
for the three months ended December 31, 2000, differed from the U.S. federal
statutory rate of 35% primarily due to state tax benefits and differing tax
rates on foreign earnings.
Page 7 of 16
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, 2001, filed by the Company with the Securities and Exchange Commission on
December 27, 2001.
Results of Operations
Three Months Ended December 31, 2001 Compared to Three Months Ended December 31,
2000
Net Revenues. Net revenues increased approximately $800,000 to
approximately $61.9 million in the first quarter of fiscal 2002 from
approximately $61.1 million in the first quarter of fiscal 2001. Volume
decreased approximately 9.8% to 4.6 million pounds in the first quarter of
fiscal 2002 compared to 5.1 million pounds in the first quarter of fiscal 2001.
Average selling price per pound increased 11.9% to $13.32 per pound for the
first quarter of fiscal 2002 compared to $11.90 per pound in the first quarter
of fiscal 2001.
Sales to the aerospace industry decreased by 4.0% to approximately $24.0
million in the first quarter of fiscal 2002 from approximately $25.0 million for
the same period a year earlier, due to a 29.0% decrease in volume offset by a
35.1% increase in the average selling price per pound. The decrease in volume
can be attributed to significantly lower domestic sales of nickel-based alloy
flat and round products to gas turbine manufacturers which is the result of
reduced aircraft build rates in the commercial aircraft market. The increase in
average selling price can be attributed to generally improved market prices and
a greater proportion of the volume being related to the higher priced specialty
alloys and titanium tubulars as compared to lower priced nickel-base alloy
product forms.
Sales to the chemical processing industry decreased by 19.7% to
approximately $14.3 million in the first quarter of fiscal 2002 from
approximately $17.8 million for the same period a year earlier, due to a 17.1%
decrease in volume combined with a 2.8% decrease in the average selling price
per pound. The decrease in volume can be attributed to a significant lack of
worldwide project related business and reduced maintenance related activity. The
decrease in the average selling price can be attributed to a great proportion of
the lower valued product forms combined with highly competitive market prices.
Sales to the land-based gas turbine industry increased by 13.4% to
approximately $12.7 million for the first quarter of fiscal 2002 from
approximately $11.2 million for the same period a year earlier, due to a 10.5%
increase in volume along with a 3.4% increase in the average selling price per
pound. The increase in volume can be attributed to improved global sales of
proprietary alloy round products and to European shipments of flat products of
specialty alloys to support the high level demand by gas turbine manufacturers.
Correspondingly the increase in the average selling price can be attributed to a
greater proportion of the volume being the higher priced specialty and
proprietary alloys.
Sales to the flue gas desulfurization industry increased by 66.7% to
approximately $1.5 million for the first quarter of fiscal 2002 from
approximately $900,000 for the same period a year earlier, due to a 42.9%
increase in volume combined with a 8.6% increase in the average selling price
per pound. The increase in volume can be attributed to a European project that
occurred in this period, but not in the same period a year earlier. The increase
in the average selling price can be attributed to improved market pricing
conditions.
Sales to the oil and gas industry increased by 166.7% to approximately $3.2
million for the first quarter of fiscal 2002 from approximately $1.2 million for
the same period a year earlier, due to a 64.6% increase in volume combined with
a 58.6% increase in the average selling price per pound. The increase in volume
can be attributed to a major project that occurred in this period, but not in
the same period a year earlier. The increase in the average selling price can be
attributed to sales of the higher priced alloy tubular products as compared to
the prior year.
Page 8 of 16
Sales to other industries increased by 25.0% to approximately $5.5 million
for the first quarter of fiscal 2002 from approximately $4.4 million for the
same period a year earlier, due to a 21.3% increase in volume and a 4.1%
increase in the average selling price per pound. The increase in volume can be
attributed to sales for new product applications of nickel-base alloys in
developing market sectors. The increase in the average selling price can be
attributed to a greater proportion of higher valued nickel-base alloy forms and
generally improved market prices.
Cost of Sales. Cost of sales as a percentage of net revenues decreased to
76.5% in the first quarter of fiscal 2002 compared to 81.2% for the same period
a year earlier. The lower cost of sales percentage in the first quarter of
fiscal 2002 was due to higher prices on sales of value added products combined
with a decrease in cost.
Selling and Administrative Expenses. Selling and administrative expenses
decreased approximately $700,000 to approximately $5.4 million for the first
quarter of fiscal 2002 compared to approximately $6.1 million for the same
period a year earlier. The decrease in selling and administrative expenses can
be attributed to lower legal costs and lower compensation expenses.
Research and Technical Expense. Research and technical expenses remained
relatively flat when comparing the first quarter of fiscal 2002 with the same
period a year earlier.
Operating Income. As a result of the above factors, the Company recognized
operating income for the first quarter of fiscal 2002 of approximately $8.2
million, approximately $1.0 million of which was contributed by the Company's
foreign subsidiaries. For the first quarter of fiscal 2001, operating income was
approximately $4.5 million of which approximately $1.6 million was contributed
by the Company's foreign subsidiaries.
Other. Other costs were approximately $100,000 for the first quarter of
fiscal 2002 compared to approximately $700,000 for the first quarter of fiscal
2001. The decrease in other costs can be attributed to foreign exchange gains
and reduced expenses relating to management fees.
Interest Expense. Interest expense decreased approximately $800,000 to $5.3
million for the first quarter of fiscal 2002 compared to approximately $6.1
million for the same period a year earlier. Lower revolving credit balances and
lower interest rates contributed to the decrease when comparing the two
quarters.
Income Taxes. The income taxes changed by approximately $2.1 million to a
provision of approximately $1.2 million for the first quarter of fiscal 2002
from a benefit of approximately $900,000 for the same period a year earlier, due
to the change in the Company's results from a pre tax loss to pre tax income
position.
Net Income. As a result of the above factors, the Company recognized net
income of approximately $1.7 million for the first quarter of fiscal 2002
compared with a net loss of approximately $1.3 million for the same period a
year earlier.
Page 9 of 16
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 $2.1 million for the first quarter of fiscal 2002 compared to
$600,000 for the same period a year earlier. The remainder of planned fiscal
2002 expenditures is targeted for the Company's annealing capabilities for the
Arcadia tubular facility 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"). 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 quarter of fiscal
2002 was approximately $5.0 million, as compared to $4.6 million for the same
period a year earlier. The cash provided by operating activities for the first
quarter of fiscal 2002 was primarily the result of an increase of approximately
$3.7 million in accounts payable and accruals, a decrease of approximately
$800,000 in accounts receivable, an increase of approximately $4.9 million in
inventory, net income of $1.7 million, non-cash depreciation and amortization of
approximately $1.5 million, approximately $800,000 of deferred income taxes, and
approximately $1.4 million of other adjustments. Net cash used for investing
activities increased to approximately $2.0 million for the first quarter of 2002
from approximately $800,000 for the same period a year earlier, due to the
increase in capital expenditures. Net cash used in financing activities for the
first quarter of fiscal 2002 was approximately $2.2 million, due to net
reductions in borrowings under the Fleet Revolving Credit Facility.
Cash for the first quarter of fiscal 2002 increased approximately $700,000
resulting in a December 31, 2001, cash balance of approximately $900,000. Cash
for the first quarter of fiscal 2001 increased approximately $1.2 million,
resulting in a cash balance of approximately $2.5 million at December 31, 2000.
Total debt at December 31, 2001, was approximately $203.9 million compared
to approximately $206.6 million at December 31, 2000, reflecting decreased
borrowing under the Fleet Revolving Credit Facility and capital lease financing.
At December 31, 2001, approximately $59.1 million had been borrowed
pursuant to the Fleet Revolving Credit Facility compared to approximately $61.4
million at December 31, 2000. In addition, as of December 31, 2001,
approximately $1.6 million 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, 2001 and a
permanent fixed charge reserve which is $2.0 million at December 31, 2001. The
Company had available additional borrowing capacity of approximately $5.9
million on the Fleet Revolving Credit Facility at December 31, 2001.
Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
"Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that all business combinations be accounted for
under the purchase method only and that certain acquired intangible assets in a
business combination be recognized as assets apart from goodwill. SFAS No. 142
requires that ratable amortization of goodwill be replaced with periodic tests
of the goodwill's impairment and that identifiable intangible assets other than
goodwill be amortized over their useful lives. SFAS No. 141 is effective for all
business combinations initiated after June 30, 2001 and for all business
combinations accounted for by the purchase method for which the date of
acquisition is after June 30, 2001. The provisions of SFAS No. 142 will be
effective for fiscal years beginning after December 15, 2001. The adoption of
these standards will have no effect on the Company's results of operations or
financial position.
Page 10 of 16
SFAS No. 143 "Accounting for Asset Retirement Obligation" and SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" were issued
during fiscal year 2001. SFAS No. 143 is effective for all fiscal years
beginning after June 15, 2002, and addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated retirement costs. SFAS No. 144 is effective for all fiscal years
beginning after December 15, 2001 and addresses recognition and measurement of
impairment losses on long-lived assets. The Company has not yet determined the
impact that adopting SFAS No. 143 and SFAS No. 144 will have on its results of
operations or financial position.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
At December 31, 2001, the Company's primary market risk exposure was
foreign currency exchange rate and raw material price fluctuations.
The foreign exchange contracts offset foreign currency denominated purchase
commitments to suppliers, accounts receivable from, and future committed sales
to, customers, and operating expenses. Any US dollar exposure aggregating more
than $500,000 requires approval from the Company's Vice President of Finance.
Most of the currency contracts to buy US dollars are with maturity dates of less
than six months.
At December 31, 2001, the Company had no foreign currency exchange
contracts outstanding.
Page 11 of 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is regularly involved in routine litigation, both as a
plaintiff and as a defendant, and federal and/or state EEOC administrative
actions. In addition, the Company is subject to extensive federal, state and
local laws and regulations. While the Company's policies and practices are
designed to ensure compliance with all laws and regulations, future developments
and increasingly stringent regulation could require the Company to make
additional unforeseen expenditures for these matters.
On July 13, 2000, the Indiana Department of Environmental Management
("IDEM") issued a notice of violation to the Company imposing monetary sanctions
and alleging that the Company has violated various conditions of its Title V air
emissions permit. The Company is attempting to resolve these issues with IDEM.
Although the level of future expenditures for legal matters cannot be
determined with any degree of certainty, based on the facts presently known,
management does not believe that such costs will have a material effect on the
Company's financial position, results of operations or liquidity.
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.
Page 12 of 16
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/ Calvin S. McKay
--------------------------------------------------
Calvin S. McKay
Vice President, Finance
Chief Financial Officer
Date: February 14, 2002
Page 13 of 16
INDEX TO EXHIBITS
-----------------
Sequential
Number Numbering
Assigned In System Page
Regulation S-K Number of
Item 601 Description of Exhibit Exhibit
-------- ---------------------- -----------
(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 Bylaws 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 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.)
10.02 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.)
10.03 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.)
10.04 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.)
10.05 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.)
10.06 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.)
Page 14 of 16
10.07 Executive Employment Agreement, dated as of September
1, 1993, by and among Haynes International, Inc.,
Haynes Holdings, Inc. and Michael D. Austin.
(Incorporated by reference to Exhibit 10.26 to the
Registration Statement on Form S-4, Registration No.
33-66346.)
10.08 Amendment to Employment Agreement, dated as of July 15,
1996 by and among Haynes International, Inc., Haynes
Holdings, Inc. and Michael D. Austin (Incorporated by
reference to Exhibit 10.15 to Registration Statement on
S-1, Registration No. 333-05411).
10.09 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.)
10.10 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.)
10.11 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.)
10.12 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.)
10.13 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.)
10.14 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.)
10.15 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).
10.16 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.)
10.17 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).
Page 15 of 16
10.18 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.)
10.19 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.)
10.20 Facility Management Agreement by and between Republic
Engineered Steels, 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)
10.21 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 Lenders, 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.)
10.22 Credit Agreement 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 10.30 to Registrant's Form 10-K
Report filed December 28, 1999, File No. 333-5411.)
10.23 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.)
(11) No Exhibit.
(15) No Exhibit.
(22) No Exhibit.
(23) No Exhibit.
(24) No Exhibit.
(99) No Exhibit.
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