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 Quarterly Report on Form 10-Q (this "Form 10-Q") contains statements that
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, each as amended.
All statements other than statements of historical fact, including statements
regarding market and industry prospects and future results of operations or
financial position, made in this Form 10-Q are forward-looking.   In many cases,
you can identify forward-looking statements by terminology, such as "may",
"should", "expects", "intends", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of such terms and other
comparable terminology. The forward-looking information may include, among other
information, statements concerning the Company's outlook for fiscal 2020 and
beyond, overall volume and pricing trends, cost reduction strategies and their
anticipated results, capital expenditures and dividends. There may also be other
statements of expectations, beliefs, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not
historical facts. Readers are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties.
Actual results may differ materially from those in the forward-looking
statements as a result of various factors, many of which are beyond the
Company's control.



The Company has based these forward-looking statements on its current
expectations and projections about future events.  Although the Company believes
that the assumptions on which the forward-looking statements contained herein
are based are reasonable, any of those assumptions could prove to be inaccurate.
As a result, the forward-looking statements based upon those assumptions also
could be incorrect.  Risks and uncertainties may affect the accuracy of
forward-looking statements. Some, but not all, of these risks are described in
Item 1A. of Part 1 of the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2019.



The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.





Business Overview



Haynes International, Inc. ("Haynes" or "the Company") is one of the world's
largest producers of high-performance nickel and cobalt based alloys in sheet,
coil and plate forms. The Company is focused on developing, manufacturing,
marketing and distributing technologically advanced, high-performance alloys,
which are sold primarily in the aerospace, chemical processing and industrial
gas turbine industries. The Company's products consist of high-temperature
resistant alloys, or HTA products, and corrosion-resistant alloys, or CRA
products. HTA products are used by manufacturers of equipment that is subjected
to extremely high temperatures, such as jet engines, gas turbine engines, and
industrial heating and heat treatment equipment. CRA products are used in
applications that require resistance to very corrosive media found in chemical
processing, power plant emissions control and hazardous waste treatment.
Management believes Haynes is one of the principal producers of high-performance
alloy flat products in sheet, coil and plate forms, and sales of these forms, in
the aggregate, represented approximately 58% of net product revenues in fiscal
2019. The Company also produces its products as seamless and welded tubulars,
and in slab, bar, billet and wire forms.



The Company has manufacturing facilities in Kokomo, Indiana; Arcadia, Louisiana;
and Mountain Home, North Carolina. The Kokomo facility specializes in flat
products, the Arcadia facility specializes in tubular products, and the Mountain
Home facility specializes in wire products. The Company's products are sold
primarily through its direct sales organization, which includes 12 service
and/or sales centers in the United States, Europe and Asia. All of these centers
are Company operated.



Dividends Paid and Declared



In the first quarter of fiscal 2020, the Company declared and paid a regular
quarterly cash dividend of $0.22 per outstanding share of the Company's common
stock. The dividend was paid on December 16, 2019 to stockholders of record at
the close of business on December 2, 2019. The dividend cash pay-out in the
first quarter was approximately $2.8 million based on the number of shares
outstanding and equal to approximately $11.0 million on an annualized basis.



On January 30, 2020, the Company announced that the Board of Directors declared
a regular quarterly cash dividend of $0.22 per outstanding share of the
Company's common stock. The dividend is payable March 16, 2020 to stockholders
of record at the close of business on March 2, 2020.



Capital Spending


During the first three months of fiscal 2020, capital investment was $2.3 million, and total planned capital expenditures for fiscal 2020 are expected to be approximately $12.0 million.





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  Table of Contents

Volumes, Competition and Pricing





Overall shipments during the first quarter of fiscal 2020 declined from the
prior quarter and prior year's first quarter due to a number of factors. Volume
shipped in the first quarter of fiscal 2020 was 4.2 million pounds, which was
1.2 million pounds lower sequentially than the fourth quarter of fiscal 2019 and
0.1 million pounds lower than last year's first quarter, which was impacted by a
planned equipment outage. Volume shipped into the aerospace market in the first
quarter of fiscal 2020 was 0.4 million pounds lower sequentially compared to the
fourth quarter of fiscal 2019 but higher than last year's first quarter by 0.2
million pounds. Uncertainty is elevated in the aerospace market with the Boeing
announcement that it has temporarily suspended production of the grounded 737
MAX and the corresponding impact in the aerospace supply chain.  The Company has
also seen adjustments in the ordering patterns for supply chains other than the
Boeing 737 MAX.  These headwinds are detrimental to current and near-term
shipments into the aerospace market. The Company believes the demand drivers in
the aerospace market are favorable long-term. Volume shipped into the chemical
processing market in the first quarter of fiscal 2020 was lower sequentially by
0.5 million pounds compared to the fourth quarter of fiscal 2019 and lower than
the first quarter of fiscal year 2019 by 0.1 million pounds driven by lower
base-business volumes which the Company attributes to trade tariffs and global
economic uncertainty. However, the lower base-business was slightly offset by
higher specialty application projects. Pounds shipped in the first quarter of
fiscal 2020 into the industrial gas turbine market were 0.1 million pounds lower
sequentially compared to the fourth quarter of fiscal 2019 but slightly higher
than last year's first quarter. The primary industrial gas turbine market
activity was attributable to a slight improvement in demand for large-frame
turbines, while small/medium frame engine builds have slowed down primarily due
to the oil and gas market. Volume shipped into the other markets category in the
first quarter of fiscal 2020 was lower sequentially by 0.1 million pounds
compared to the fourth quarter of fiscal 2019 and lower by 0.2 million pounds
compared to last year's first quarter, driven by a reduction in flue gas
desulfurization shipments.



The product average selling price per pound in the first quarter of fiscal 2020
was $23.97, which is higher sequentially compared to the fourth quarter of
fiscal 2019 and higher than last year's first quarter. The increase is primarily
driven by favorable product mix and price increases. The Company continues to
emphasize price increases in our high-value differentiated products


Set forth below are selected data relating to the Company's net revenues, gross
profit, backlog, the 30-day average nickel price per pound as reported by the
London Metals Exchange and a breakdown of net revenues, shipments and average
selling prices to the markets served by the Company for the periods shown. The
data should be read in conjunction with the consolidated financial statements
and related notes thereto and the remainder of "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in this
Form 10-Q.



Net Revenue and Gross Profit Margin Performance:






                                                             Quarter Ended
                           December 31,       March 31,      June 30,       September 30,       December 31,
(dollars in thousands)         2018              2019           2019             2019               2019
Net Revenues              $       107,069    $    127,474    $  126,032    $        129,640    $       108,453
Gross Profit Margin       $        11,335    $     14,683    $   18,175    $         21,310    $        18,743
Gross Profit Margin %                10.6 %          11.5 %        14.4 %              16.4 %             17.3 %




The gross profit margin percentage improved in the first quarter of fiscal 2020
to 17.3% as compared to 16.4% in the fourth quarter of fiscal 2019, even on
lower topline net revenues, and continued the sequential improvement in each
quarter since the beginning of fiscal 2019 with the progression being 10.6%,
11.5%, 14.4%, 16.4% and 17.3%. Continued traction of the Company's improvement
initiatives related to price increases and cost reductions continue to favorably
impact gross margins.

                                       21

  Table of Contents



Backlog




                                                                       Quarter Ended
                                    December 31,       March 31,       June 30,       September 30,       December 31,
                                        2018              2019           2019              2019               2019
Backlog(1)
Dollars (in thousands)             $       237,802    $    253,003    $   254,947    $        235,204    $       237,620
Pounds (in thousands)                        8,392           8,855          9,072               8,064              8,231
Average selling price per pound    $         28.34    $      28.57    $     28.10    $          29.17    $         28.87
Average nickel price per pound
London Metals Exchange(2)          $          4.92    $       5.93    $      5.43    $           8.02    $          6.26


--------------------------------------------------------------------------------
(1)The Company defines backlog to include firm commitments from customers for
delivery of product at established prices. There are orders in the backlog at
any given time which include prices that are subject to adjustment based on
changes in raw material costs, which can vary from approximately 30% - 50% of
the orders. Historically, approximately 75% of the backlog orders have shipped
within nine months and approximately 90% have shipped within 12 months. The
backlog figures do not reflect that portion of the business conducted at service
and sales centers on a spot or "just-in-time" basis.

(2)Represents the average price for a cash buyer as reported by the London Metals Exchange for the 30 days ending on the last day of the period presented.





Backlog was $237.6 million at December 31, 2019, an increase of $2.4 million, or
1.0%, from $235.2 million at September 30, 2019. Backlog pounds at December 31,
2019 increased sequentially during the first quarter of fiscal 2020 by 2.1% as
compared to September 30, 2019.  The average selling price of products in the
Company's backlog decreased to $28.87 per pound at December 31, 2019 from $29.17
per pound at September 31, 2019, reflecting a change in product mix and lower
market prices for raw materials.



Quarterly Market Information






                                                                           Quarter Ended
                                         December 31,      March 31,      June 30,       September 30,       December 31,
                                             2018             2019           2019             2019               2019
Net revenues (in thousands)
Aerospace                               $        54,607   $     68,858    $   66,321    $         68,318    $        58,843
Chemical processing                              18,920         21,761        21,197              27,773             16,712
Industrial gas turbines                          14,083         13,685        15,870              15,792             13,763
Other markets                                    14,285         16,958        15,666              11,037             11,875
Total product revenue                           101,895        121,262       119,054             122,920            101,193
Other revenue                                     5,174          6,212         6,978               6,720              7,260
Net revenues                            $       107,069   $    127,474    $  126,032    $        129,640    $       108,453

Shipments by markets (in thousands of
pounds)
Aerospace                                         2,112          2,857         2,579               2,731              2,303
Chemical processing                                 898            971         1,126               1,315                788
Industrial gas turbines                             811            757           893                 946                825
Other markets                                       509            580           523                 432                306
Total shipments                                   4,330          5,165         5,121               5,424              4,222

Average selling price per pound
Aerospace                               $         25.86   $      24.10    $    25.72    $          25.02    $         25.55
Chemical processing                               21.07          22.41         18.83               21.12              21.21
Industrial gas turbines                           17.36          18.08         17.77               16.69              16.68
Other markets                                     28.06          29.24         29.95               25.55              38.81
Total product (product only;
excluding other revenue)                          23.53          23.48         23.25               22.66              23.97
Total average selling price
(including other revenue)               $         24.73   $      24.68    $    24.61    $          23.90    $         25.69




                                       22

  Table of Contents


Results of Operations for the Three Months Ended December 31, 2019 Compared to the Three Months Ended December 31, 2018






                                          Three Months Ended December 31,                  Change
($ in thousands)                            2018                   2019             Amount         %
Net revenues                         $ 107,069     100.0 %  $ 108,453     100.0 %  $   1,384          1.3 %
Cost of sales                           95,734      89.4 %     89,710      82.7 %    (6,024)        (6.3) %
Gross profit                            11,335      10.6 %     18,743      17.3 %      7,408         65.4 %
Selling, general and
administrative expense                  11,128      10.4 %     11,507      10.6 %        379          3.4 %
Research and technical expense             834       0.8 %        882       0.8 %         48          5.8 %
Operating income (loss)                  (627)     (0.6) %      6,354       5.9 %      6,981    (1,113.4) %
Nonoperating retirement benefit
expense                                    856       0.8 %      1,700       1.6 %        844         98.6 %
Interest income                           (20)     (0.0) %       (14)     (0.0) %          6       (30.0) %
Interest expense                           241       0.2 %        251       0.2 %         10          4.1 %
Income (loss) before income taxes      (1,704)     (1.6) %      4,417       4.1 %      6,121      (359.2) %
Provision for (benefit from)
income taxes                             (101)     (0.1) %      1,149       1.1 %      1,250    (1,237.6) %
Net income (loss)                    $ (1,603)     (1.5) %  $   3,268       3.0 %  $   4,871      (303.9) %



The following table includes a breakdown of net revenues, shipments and average selling prices to the markets served by the Company for the periods shown.








                                              Three Months Ended
                                                December 31,                 Change
                                              2018         2019        Amount         %
Net revenues (dollars in thousands)
Aerospace                                   $  54,607    $  58,843    $   4,236        7.8 %
Chemical processing                            18,920       16,712      (2,208)     (11.7) %
Industrial gas turbine                         14,083       13,763        (320)      (2.3) %
Other markets                                  14,285       11,875      (2,410)     (16.9) %
Total product revenue                         101,895      101,193        (702)      (0.7) %
Other revenue                                   5,174        7,260        2,086       40.3 %
Net revenues                                $ 107,069    $ 108,453    $   1,384        1.3 %
Pounds by market (in thousands)
Aerospace                                       2,112        2,303          191        9.0 %
Chemical processing                               898          788        (110)     (12.2) %
Industrial gas turbine                            811          825           14        1.7 %
Other markets                                     509          306        (203)     (39.9) %
Total shipments                                 4,330        4,222        (108)      (2.5) %
Average selling price per pound
Aerospace                                   $   25.86    $   25.55    $  (0.31)      (1.2) %
Chemical processing                             21.07        21.21         0.14        0.7 %
Industrial gas turbine                          17.36        16.68       (0.68)      (3.9) %
Other markets                                   28.06        38.81        10.75       38.3 %
Total product (excluding other revenue)         23.53        23.97         0.44        1.9 %
Total average selling price (including
other revenue)                              $   24.73    $   25.69    $    0.96        3.9 %




Net Revenues.  Net revenues were $108.5 million in the first three months of
fiscal 2020, an increase of 1.3% from $107.1 million in the same period of
fiscal 2019.  Volume was 4.2 million pounds in the first three months of fiscal
2020, a decrease of 2.5% from 4.3 million pounds in the same period of fiscal
2019. The decrease in volume was primarily due to declining chemical processing
sales (partly due to retaliatory tariffs in China) as well as declining volume
in flue-gas desulfurization (included within other markets), partially offset by
an increase in aerospace volume. The product-sales average selling price was
$23.97 per pound in the first three months of fiscal 2020, an increase of 1.9%
from $23.53 per pound in the same period of fiscal 2019. The average selling
price increased as a result of improved pricing and a higher value mix within
the industrial gas turbine and other markets as compared to the same period of
fiscal 2019, in the amount of approximately $0.45 per pound, partially offset by
lower raw material market prices, which decreased average selling price per
pound by approximately $0.01.



                                       23

  Table of Contents

Sales to the aerospace market were $58.8 million in the first three months of
fiscal 2020, an increase of 7.8% from $54.6 million in the same period of fiscal
2019, due to a 9.0%, or 0.2 million pound, increase in volume, partially offset
by a 1.2%, or $0.31, decrease in average selling price per pound. The increase
in volume is due to the planned equipment that was undertaken in the first three
months of fiscal 2019. Partially offsetting this were lower shipments as the
supply chain began to be impacted by the grounding, production slow-down and
eventually temporary suspension of production of the Boeing 737 MAX. The average
selling price per pound decrease reflects a lower value product mix, which
decreased average selling price per pound by approximately $0.76, partially
offset by improved pricing of $0.38 and an increase in raw material market
prices, which increased average selling price per pound by approximately $0.07.



Sales to the chemical processing market were $16.7 million in the first three
months of fiscal 2020, a decrease of 11.7% from $18.9 million in the same period
of fiscal 2019, due to a 12.2% decrease in volume. Base-business volumes have
decreased in the first three months of fiscal 2020 from the same period of
fiscal 2019.  However, partially offsetting base-business decline was an
increase in specialty application project revenue in the first three months of
fiscal 2020 compared to the same period last year.  The average selling price
per pound reflects improved pricing and an increase in raw material market
prices, which increased average selling price per pound by approximately $0.48
and $0.39, respectively, partially offset by a lower-value product mix, which
decreased average selling price per pound by approximately $0.73.



Sales to the industrial gas turbine market were $13.8 million in the first three
months of fiscal 2020, a decrease of 2.3% from $14.1 million for the same period
of fiscal 2019, due to a decrease of 3.9%, or $0.68, in average selling price
per pound, partially offset by a 1.7%, increase in volume. The increase in
volume is primarily attributable to a slight improvement in demand for
large-frame turbines, while small/medium frame engine builds have slowed down
primarily due to the oil and gas market.  The decrease in average selling price
per pound primarily reflects declined pricing due to competition and other
factors, which decreased average selling price per pound by approximately $1.23,
partially offset by a higher-value product mix, which increased the average
selling price per pound by approximately $0.55.



Sales to other markets were $11.9 million in the first three months of fiscal
2020, a decrease of 16.9% from $14.3 million in the same period of fiscal 2019,
due to a 39.9% decrease in volume, partially offset by a 38.3% increase in
average selling price per pound. The decrease in volume was primarily due to a
decline in sales to the flue-gas desulfurization market. The increase in average
selling price reflects a higher-value product mix and improved pricing, which
increased average selling price per pound by approximately $12.47, partially
offset by lower raw material market prices, which decreased average selling
price per pound by approximately $1.72.



Other Revenue.  Other revenue was $7.3 million in the first three months of
fiscal 2020, an increase of 40.3% from $5.2 million in the same period of fiscal
2019. The increase was due primarily to increased toll conversion particularly
in titanium.



Cost of Sales.  Cost of sales was $89.7 million, or 82.7% of net revenues, in
the first three months of fiscal 2020 compared to $95.7 million, or 89.4% of net
revenues, in the same period of fiscal 2019. This decrease was primarily due to
lower volumes sold combined with continued traction in the Company's cost
reduction initiatives and lower raw material prices.



Gross Profit.  As a result of the above factors, gross profit was $18.7 million
for the first three months of fiscal 2020, an increase of $7.4 million from the
same period of fiscal 2019. Gross profit as a percentage of net revenue
increased to 17.3% in the first three months of fiscal 2020 as compared to 10.6%
in the same period of fiscal 2019. The improvement in gross profit was primarily
attributable to improved pricing and cost saving initiatives.  Fiscal 2019 was
impacted by the temporary inefficiencies caused by the delayed start-up of
cold-finish operations after the planned equipment upgrade in the first three
months of fiscal 2019.



Selling, General and Administrative Expense.  Selling, general and
administrative expense was $11.5 million for the first three months of fiscal
2020, an increase of $0.4 million from the same period of fiscal 2019.  This
increase is primarily attributable to higher expense due to foreign exchange
losses.  Selling, general and administrative expense as a percentage of net
revenues increased to 10.6% for the first three months of fiscal 2020 compared
to 10.4% for the same period of fiscal 2019.



Research and Technical Expense. Research and technical expense was $0.9 million, or 0.8% of net revenue, for the first three months of fiscal 2020, compared to $0.8 million, or 0.8% of net revenue, in the same period of fiscal 2019.





Operating Income/(Loss).  As a result of the above factors, operating income in
the first three months of fiscal 2020 was $6.4 million compared to an operating
loss of $(0.6) million in the same period of fiscal 2019.



Nonoperating retirement benefit expense.  Nonoperating retirement benefit
expense was $1.7 million compared to $0.9 million in the same period of fiscal
2019. The increase in expense was primarily driven by lower discount rates in
the September 30, 2019 valuation which resulted in higher retirement liabilities
and ultimately higher expense for the first quarter of fiscal 2020.



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  Table of Contents

Income Taxes.  Income tax expense was $1.1 million in the first three months of
fiscal 2020, an increase of $1.2 million from a benefit of $0.1 million in the
same period of fiscal 2019. The effective tax rate (ETR) in the first quarter of
fiscal 2020 of 26.0% was higher than the ETR during the same period of fiscal
2019 due to the prior year forfeiture of stock options which had an adverse
impact of $0.3 million during the first quarter of fiscal 2019. This adverse
impact lowered the ETR in a period which the Company had pre-tax losses.



Net Income/(Loss).  As a result of the above factors, net income for the first
three months of fiscal 2020 was $3.3 million, a difference of $4.9 million from
a net loss of $(1.6) million in the same period of fiscal 2019.



Working Capital



Controllable working capital, which includes accounts receivable, inventory,
accounts payable and accrued expenses, was $290.2 million at December 31, 2019,
an increase of $7.8 million, or 2.8%, from $282.5 million at September 30, 2019.
This increase resulted primarily from inventory increasing $23.2 million,
partially offset by accounts receivable decreasing by $10.9 million during the
first quarter of fiscal 2020 and accounts payable and accrued expenses
increasing by $4.5 million during the first quarter of fiscal 2020.



Liquidity and Capital Resources

Comparative cash flow analysis





The Company had cash and cash equivalents of $33.6 million, inclusive of $9.9
million that was held by foreign subsidiaries in various currencies, compared to
$31.0 million at September 30, 2019.  Additionally, there were zero borrowings
against the line of credit outstanding as of December 31, 2019.



Net cash provided by operating activities in the first three months of fiscal
2020 was $7.0 million compared to net cash provided by operating activities of
$7.1 million in the first three months of fiscal 2019, a decrease of $0.1
million. Cash flow from operating activities in the first three months of fiscal
2020 was adversely impacted by greater increases in inventory and lower income
tax refunds as compared to the same period of fiscal 2019, partially offset by
higher net income and greater decreases in accounts receivable in the first
three months of fiscal 2020 as compared to the same period of fiscal 2019.



Net cash used in investing activities was $2.3 million in the first three months of fiscal 2020 which was comparable to the same period of fiscal 2019.





Net cash used in financing activities was $2.6 million in the first three months
of fiscal 2020, which was lower than cash used in financing activities during
the same period of fiscal 2018 of $2.9 million, primarily as a result of, among
other factors, proceeds received from the exercise of stock options during the
three months of fiscal 2020 as compared to the same period of fiscal 2019. Stock
options were exercised by certain members of management just prior to their 10
year expiration dates.



Future sources of liquidity



The Company's sources of liquidity for fiscal 2020 are expected to consist
primarily of cash generated from operations, cash on hand and, if needed,
borrowings under the U.S. revolving credit facility. At December 31, 2019, the
Company had cash of $33.6 million, an outstanding balance of zero on the U.S.
revolving credit facility and access to a total of approximately $120.0 million
under the U.S. revolving credit facility, subject to a borrowing base formula
and certain reserves. Management believes that the resources described above
will be sufficient to fund planned capital expenditures, regular quarterly
dividends and working capital requirements over the next twelve months.

U.S. revolving credit facility



The Company and Wells Fargo Capital Finance, LLC ("Wells Fargo") entered into a
Third Amended and Restated Loan and Security Agreement (the "Amended Agreement")
with certain other lenders with an effective date of July 14, 2011. On July 7,
2016, the Company amended the agreement to, among other things, extend the term
through July 7, 2021 and reduce unused line fees and certain administrative
fees. The maximum revolving loan amount under the Amended Agreement is
$120.0 million, subject to a borrowing base formula and certain reserves. The
Amended Agreement permits an increase in the maximum revolving loan amount from
$120.0 million up to an aggregate amount of $170.0 million at the request of the
borrower. Borrowings under the U.S. revolving credit facility bear interest, at
the Company's option, at either Wells Fargo's "prime rate", plus up to 0.75% per
annum, or the adjusted Eurodollar rate used by the lender, plus up to 2.0% per
annum. As of December 31, 2019, the U.S. revolving credit facility had a zero
balance.

                                       25

  Table of Contents

The Company must pay monthly, in arrears, a commitment fee of 0.20% per annum on
the unused amount of the U.S. revolving credit facility total commitment. For
letters of credit, the Company must pay 1.5% per annum on the daily outstanding
balance of all issued letters of credit, plus customary fees for issuance,
amendments and processing.

The Company is subject to certain covenants as to fixed charge coverage ratios
and other customary covenants, including covenants restricting the incurrence of
indebtedness, the granting of liens and the sale of assets. The covenant
pertaining to fixed charge coverage ratios is only effective in the event the
amount of excess availability under the revolver is less than 10.0% of the
maximum credit revolving loan amount. The Company is permitted to pay dividends
and repurchase common stock if certain financial metrics are met (most of which
do not apply in the case of regular quarterly dividends less than $20.0 million
in the aggregate in a year and repurchases in connection with the vesting of
shares of restricted stock). As of December 31, 2019, the most recent required
measurement date under the Amended Agreement, management believes the Company
was in compliance with all applicable financial covenants under the Amended
Agreement. Borrowings under the U.S. revolving credit facility are
collateralized by a pledge of substantially all of the U.S. assets of the
Company, including the equity interests in its U.S. subsidiaries, but excluding
the four-high Steckel rolling mill and related assets, which are pledged to
Titanium Metals Corporation ("TIMET") to secure the performance of the Company's
obligations under a Conversion Services Agreement with TIMET (see discussion of
TIMET at Note 8 in the Notes to Condensed Consolidated Financial Statements in
this report). The U.S. revolving credit facility is also secured by a pledge of
a 65% equity interest in each of the Company's direct foreign subsidiaries.



Future uses of liquidity


The Company's primary uses of cash over the next twelve months are expected to consist of expenditures related to:





?Funding operations;



?Capital spending;


?Dividends to stockholders; and

?Pension and postretirement plan contributions.

Capital investment in the first three months of fiscal 2020 was $2.3 million, and the forecast for capital spending in fiscal 2020 is approximately $12.0 million.





Contractual Obligations



The following table sets forth the Company's contractual obligations for the periods indicated, as of December 31, 2019:








                                                            Payments Due by Period
                                                   Less than                                   More than
Contractual Obligations                Total        1 year        1-3 Years      3-5 Years      5 years
                                                                (in thousands)
Credit facility fees(1)              $     440    $       280    $       160    $         -    $        -
Operating lease obligations              4,474          2,486          1,454            534             -
Finance lease obligations               16,438            996          2,018          2,060        11,364
Raw material contracts (primarily
nickel)                                 24,671         24,671              -              -             -
Capital projects and other
commitments                              1,987          1,987              -              -             -
Pension plan(2)                        100,167          6,000         12,000         10,500        71,667
Non-qualified pension plans                695             95            190            190           220
Other postretirement benefits(3)        47,234          4,155          9,281          9,859        23,939
Environmental post-closure
monitoring                                 606             97            144            151           214
Total                                $ 196,712    $    40,767    $    25,247    $    23,294    $  107,404
--------------------------------------------------------------------------------
(1)As of December 31, 2019, the revolver balance was zero, therefore no interest
is due. However, the Company is obligated to the Bank for unused line fees and
quarterly management fees.

(2)The Company has a funding obligation to contribute $100,167 to the domestic
pension plan. These payments will be tax deductible. All benefit payments under
the domestic pension plan are provided by the plan and not the Company.

(3)Represents expected post-retirement benefits only based upon anticipated
timing of payments.



                                       26

  Table of Contents

New Accounting Pronouncements


See Note 2. New Accounting Pronouncements in the Notes to Consolidated Financial Statements.

Critical Accounting Policies and Estimates





The Company's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Assumptions and estimates were based on the facts and
circumstances known at December 31, 2019. However, future events rarely develop
exactly as forecasted and the best estimates routinely require adjustment. The
accounting policies discussed in Item 7 of the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 2019 are considered by
management to be the most important to an understanding of the financial
statements because their application places the most significant demands on
management's judgment and estimates about the effect of matters that are
inherently uncertain. These policies are also discussed in Note 2 of the
consolidated financial statements included in Item 8 of that report. For the
quarter ended December 31, 2019 included herein, there have been no material
changes to the critical accounting policies and estimates.

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