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 2021 and
beyond, overall volume and pricing trends, cost reduction strategies and their
anticipated results, capital expenditures, dividends and the impact of COVID-19
on the economy, demand for our products and our operations, including the
measures taken by governmental authorities to address it, which may precipitate
or exacerbate other risks and/or uncertainties. 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, including our expectations of
the impact of the COVID-19 pandemic.  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, 2020.



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 56% of net product revenues in fiscal
2020. The Company also produces its products as seamless and welded tubulars,
and in slab, bar, billet and wire forms.



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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.



COVID-19 Pandemic



In March 2020, the World Health Organization characterized the COVID-19 virus as
a pandemic, and the President of the United States declared the COVID-19
outbreak a national emergency.  The rapid spread of the pandemic, and the
continuously evolving responses to combat it, have had a significant negative
impact on the global economy and the Company's business.



COVID-19 related disruptions negatively impacted the Company's financial and
operating results in the second half of fiscal 2020 and the first quarter of
fiscal 2021. In particular, the pandemic negatively impacted the aerospace
supply chain which is  absorbing significant downward adjustments to its
forecasted demand. The Company has accepted, with select aerospace customers,
order push-outs and in some cases cancellations.  Markets other than aerospace
have also been depressed, with uncertainty and tight cash management impacting
customer ordering patterns.



The Company has taken significant actions to reduce costs and position itself to
manage through the current market disruption caused by COVID-19. While these
actions are expected to continue to generate cost savings and cash benefits,
additional actions may be required, although we believe that our volumes shipped
in the first quarter of fiscal 2021 of 2.8 million pounds represent the bottom
of this unprecedented economic and business downturn.



Dividends Paid and Declared



In the first quarter of fiscal 2021, the Company declared and paid a regular
quarterly cash dividend of $0.22 per outstanding share of the Company's common
stock. The first quarter dividend was paid on December 15, 2020 to stockholders
of record at the close of business on December 1, 2020.  The dividend cash
pay-outs in the first quarter was approximately $2.8 million based on the number
of shares outstanding.



On January 28, 2021, 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 15, 2021 to stockholders
of record at the close of business on March 1, 2021.  Any future dividends will
be at the discretion of the Board of Directors.



Capital Spending


During the first three months of fiscal 2021, capital investment was $1.1 million, and total planned capital expenditures for fiscal 2021 are expected to be approximately $10.0 million to allow for maintaining reliability within operations.

Volumes, Competition and Pricing


Significantly lower produced and shipped volume continued to be the primary
issue impacting the Company's financial results in the first quarter of fiscal
2021. Demand for the Company's products has been negatively impacted across all
of the Company's major end markets due to the widespread impact of the COVID-19
global pandemic. Many of the Company's customers are in a cash preservation mode
which has also resulted in conservative order entry trends.  Elevated inventory
throughout the supply chain, particularly in aerospace, contributed to lower
order entry.  In addition, the first quarter of any fiscal year is typically
impacted by lower volumes due to the holidays, maintenance schedules and
customers managing their calendar year-end balance sheets.



Volume shipped in the first quarter of fiscal 2021 was 2.8 million pounds, a
reduction of 1.4 million pounds, or 33.9%, from the same period last year and a
5.2% reduction sequentially from the fourth quarter of fiscal 2020.  The
aerospace market was the most impacted market with a 1.4 million, or 60.7%,
volume decrease from the same period last year and a 20.8% decrease sequentially
from the fourth quarter of fiscal 2020. Volume shipped into the chemical
processing market decreased 0.2 million pounds, or 23.7%, due to COVID-19
impacts noted above, but was offset by increased volume of 0.2 million pounds
shipped into other markets for flue-gas desulphurization applications.
 Shipments in the industrial gas turbine market were relatively flat compared to
the same period last year.  The industrial gas turbine market was impacted by
COVID-19, however this impact was mitigated by increases in market share.  Due
to abnormally low levels of production during the first quarter, the Company
directly expensed a portion of fixed overhead costs of $5.9 million to cost

of
sales.


The product average selling price per pound in the first quarter of fiscal 2021 was $23.84, which is nearly even to last year's first quarter. The Company continues to pursue price increases in its high-value differentiated products.



                                       18

  Table of Contents



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:




                                      Comparison by Quarter of Net 

Revenues, Gross Profit Margin and


                                          Gross Profit Margin Percentage 

for Fiscal 2020 and 2021


                                                               Quarter 

Ended


                         December 31,        March 31,         June 30,         September 30,       December 31,
(dollars in thousands)        2019              2020              2020               2020               2020
Net Revenues             $      108,453     $     111,563     $     80,576     $         79,938    $        72,177
Gross Profit Margin      $       18,743     $      19,296     $      2,639     $          3,954    $           987
Gross Profit Margin %              17.3 %            17.3 %            3.3 %                4.9 %              1.4 %




The significant drop in volumes resulting from the COVID-19 pandemic compressed
margins significantly in the first quarter of fiscal 2021 to 1.4%. The Company
continues to face the industry-wide challenge of reducing spending commensurate
with reductions in production volume in the current environment. In the first
quarter, the Company charged $5.9 million directly to cost of sales for excess
fixed overhead cost per pound incurred due to abnormally low production levels
that could not be capitalized into inventory. This direct charge of $5.9 million
compares to $0.0 million in the first quarter of fiscal 2020 and $4.0 million
sequentially in the fourth quarter of fiscal 2020. Additional inventory reserves
and scrap-outs of $0.7 million compared to last year's first quarter were
charged to cost of sales primarily due to decreasing sales levels of certain
inventory items.



Backlog




                                                                       Quarter Ended
                                    December 31,       March 31,       June 30,       September 30,       December 31,
                                        2019              2020           2020              2020               2020
Backlog(1)
Dollars (in thousands)             $       237,620    $    204,709    $   174,639    $        153,266    $       145,143
Pounds (in thousands)                        8,231           6,930          5,643               5,485              5,607

Average selling price per pound    $         28.87    $      29.54    $     30.95    $          27.94    $         25.89
Average nickel price per pound
London Metals Exchange(2)          $          6.26    $       5.39    $      5.76    $           6.74    $          7.62


Approximately 50% of the orders in the backlog include prices that are

subject to adjustment based on changes in raw material costs. Historically,

approximately 70% of the backlog orders have shipped within six months and (1) approximately 90% have shipped within 12 months, however, in the current

economic environment, shipments may be delayed or cancelled in certain

circumstances due to customer request. 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.

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


    presented.




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  Table of Contents

The Company has continued to experience low order entry levels attributable
primarily to the global COVID-19 pandemic and its unprecedented impact on the
economy, significant supply chain inventory reductions, the significant drop in
the oil prices, along with the disruption in the aerospace supply chain caused
by the year-long grounding of the Boeing 737 MAX.  Backlog was $145.1 million at
December 31, 2020, a decrease of $8.1 million, or 5.3%, from $153.3 million at
September 30, 2020.  Backlog pounds at December 31, 2020 increased sequentially
during the first quarter of fiscal 2021 by 2.2% as compared to September 30,
2020.  The average selling price of products in the Company's backlog decreased
to $25.89 per pound at December 31, 2020 from $27.94 per pound at September 30,
2020, reflecting a change in product mix to lower value products.  Visibility
continues to be limited due to the uncertainty surrounding the impact of
COVID-19 and the various mitigation measures undertaken within the various

supply chains.



Quarterly Market Information




                                                                           Quarter Ended
                                         December 31,      March 31,       June 30,      September 30,       December 31,
                                             2019             2020           2020             2020               2020
Net revenues (in thousands)
Aerospace                               $        58,843   $     59,172    $    40,375    $        33,590    $        24,555
Chemical processing                              16,712         15,832         12,143             18,483             15,256
Industrial gas turbines                          13,763         16,701         13,673             12,439             13,967
Other markets                                    11,875         12,762         11,203              9,259             12,779
Total product revenue                           101,193        104,467         77,394             73,771             66,557
Other revenue                                     7,260          7,096          3,182              6,167              5,620
Net revenues                            $       108,453   $    111,563    $    80,576    $        79,938    $        72,177

Shipments by markets (in thousands of
pounds)
Aerospace                                         2,303          2,261          1,523              1,142                904
Chemical processing                                 788            689            578                789                601
Industrial gas turbines                             825            990            768                752                798
Other markets                                       306            386            302                264                489
Total shipments                                   4,222          4,326          3,171              2,947              2,792

Average selling price per pound
Aerospace                               $         25.55   $      26.17    $     26.51    $         29.41    $         27.16
Chemical processing                               21.21          22.98          21.01              23.43              25.38
Industrial gas turbines                           16.68          16.87          17.80              16.54              17.50
Other markets                                     38.81          33.06          37.10              35.07              26.13
Total product (product only;
excluding other revenue)                          23.97          24.15          24.41              25.03              23.84
Total average selling price
(including other revenue)               $         25.69   $      25.79    $

    25.41    $         27.13    $         25.85



Results of Operations for the Three Months Ended December 31, 2020 Compared to the Three Months Ended December 31, 2019






                                         Three Months Ended December 31,                 Change
                                           2019                   2020              Amount         %
Net revenues                        $ 108,453    100.0 %  $   72,177     100.0 %  $ (36,276)     (33.4) %
Cost of sales                          89,710     82.7 %      71,190      98.6 %    (18,520)     (20.6) %
Gross profit                           18,743     17.3 %         987       1.4 %    (17,756)     (94.7) %
Selling, general and
administrative expense                 11,507     10.6 %       9,733      13.5 %     (1,774)     (15.4) %
Research and technical expense            882      0.8 %         787       1.1 %        (95)     (10.8) %
Operating income (loss)                 6,354      5.9 %     (9,533)    (13.2) %    (15,887)    (250.0) %
Nonoperating retirement benefit
expense                                 1,700      1.6 %         359       0.5 %     (1,341)     (78.9) %
Interest income                          (14)    (0.0) %         (4)     (0.0) %          10     (71.4) %
Interest expense                          251      0.2 %         304       0.4 %          53       21.1 %
Income (loss) before income
taxes                                   4,417      4.1 %    (10,192)    (14.1) %    (14,609)    (330.7) %
Provision for (benefit from)
income taxes                            1,149      1.1 %     (2,165)     (3.0) %     (3,314)    (288.4) %
Net income (loss)                   $   3,268      3.0 %  $  (8,027)    (11.1) %  $ (11,295)    (345.6) %






                                       20

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The following table sets forth certain financial information as a percentage of
net revenues for the periods indicated and compares such information between
periods.




                                               Three Months Ended
                                                  December 31,                 Change
By market                                       2019         2020         Amount         %
Net revenues (dollars in thousands)
Aerospace                                    $   58,843    $  24,555    $ (34,288)     (58.3) %
Chemical processing                              16,712       15,256       (1,456)      (8.7) %
Industrial gas turbine                           13,763       13,967           204        1.5 %
Other markets                                    11,875       12,779           904        7.6 %
Total product revenue                           101,193       66,557      (34,636)     (34.2) %
Other revenue                                     7,260        5,620       (1,640)     (22.6) %
Net revenues                                 $  108,453    $  72,177    $ (36,276)     (33.4) %
Pounds by market (in thousands)
Aerospace                                         2,303          904       (1,399)     (60.7) %
Chemical processing                                 788          601         (187)     (23.7) %
Industrial gas turbine                              825          798          (27)      (3.3) %
Other markets                                       306          489           183       59.8 %
Total shipments                                   4,222        2,792       (1,430)     (33.9) %
Average selling price per pound
Aerospace                                    $    25.55    $   27.16    $     1.61        6.3 %
Chemical processing                               21.21        25.38          4.17       19.7 %
Industrial gas turbine                            16.68        17.50          0.82        4.9 %
Other markets                                     38.81        26.13       (12.68)     (32.7) %

Total product (excluding other revenue)           23.97        23.84        (0.13)      (0.5) %
Total average selling price (including
other revenue)                               $    25.69    $   25.85    $     0.16        0.6 %



Net Revenues. Net revenues were $72.2 million in the first quarter of fiscal 2021, a decrease of 33.4% from $108.5 million in the same period of fiscal 2020.


  Volume was 2.8 million pounds in the first quarter of fiscal 2021, a decrease
of 33.9% from 4.2 million pounds in the same period of fiscal 2020.  The
decrease in volume is primarily attributable to a significant slowdown in demand
caused by the COVID-19 pandemic and the impact on the aerospace supply chain
caused by the grounding of the Boeing 737 MAX.  The product average selling
price was $23.84 per pound in the first quarter of fiscal 2021, a decrease of
0.5% from $23.97 per pound in the same period of fiscal 2020.  The decrease in
average selling price per pound largely reflects a lower-value product mix and
other pricing considerations, which decreased the average selling price per
pound by approximately $0.14, partially offset by higher market prices of raw
materials which increased average selling price per pound by approximately
$0.01.



 Sales to the aerospace market were $24.6 million in the first quarter of fiscal
2021, a decrease of 58.3% from $58.8 million in the same period of fiscal 2020,
due to a 60.7% decrease in volume, partially offset by a 6.3% increase in
average selling price per pound.  Demand in the aerospace market declined
primarily due to the COVID-19 pandemic which has decreased demand for air travel
resulting in decreased demand for maintenance parts and new planes.  Demand has
also been impacted by the elevated amount of inventory throughout the aerospace
supply chain, the significant number of undelivered new planes already built
(primarily the Boeing 737 MAX), and the significant number of planes taken out
of service.  The increase in average selling price per pound largely reflects a
higher value product mix, combined with higher market prices of raw materials,
which increased average selling price per pound by approximately $2.09,
partially offset by other pricing factors, which decreased average selling price
per pound by approximately $0.48.



Sales to the chemical processing market were $15.3 million in the first quarter
of fiscal 2021, a decrease of 8.7% from $16.7 million in the same period of
fiscal 2020, due to a 23.7% decrease in volume, partially offset by a 19.7%
increase in average selling price per pound. Volume was lower primarily due to
decreased demand caused by COVID-19 and low oil prices which caused customers in
the chemical industry to delay capital expenditure decisions.  The increase in
average selling price per pound reflects a higher value product mix and higher
market prices of raw materials, which increased average selling price per pound
by approximately $4.84, partially offset by pricing competition and other
factors, which decreased average selling price per pound by approximately $0.67.



Sales to the industrial gas turbine market were $14.0 million in the first
quarter of fiscal 2021, an increase of 1.5% from $13.8 million for the same
period of fiscal 2020, due to an increase in average selling price per pound of
4.9%, partially offset by a decrease in volume of 3.3%.  The decrease in volume
is primarily attributable to the impact of COVID-19, combined with small/medium
frame engine builds slowing down due to lower demand in the oil industry.

Nearly mitigating these volume decreases was increased shipments to a new customer which represents increased market share. The increase in average selling price per pound reflects a higher value



                                       21

Table of Contents



product mix and higher market prices of raw materials, which increased average
selling price per pound by approximately $0.55, combined with pricing increases
and other factors which increased average selling price per pound by
approximately $0.27.



Sales to other markets were $12.8 million in the first quarter of fiscal 2021,
an increase of 7.6% from $11.9 million in the same period of fiscal 2020, due to
an increase in volume of 59.8%, partially offset by a 32.7% decrease in average
selling price per pound.  The increase in volume was primarily related to an
increase in flue-gas desulphurization. The average selling price per pound
decrease reflects a lower-value product mix and other pricing factors, which
decreased average selling price per pound by approximately $12.61, combined with
lower market prices of raw materials, which decreased average selling price per
pound by approximately $0.07.



Other Revenue.  Other revenue was $5.6 million in the first quarter of fiscal
2021, a decrease of 22.6% from $7.3 million in the same period of fiscal 2020.
The decrease was due primarily to decreased toll conversion which related to the
COVID-19 pandemic including toll conversion customers with exposure to the
aerospace industry.



Cost of Sales. Cost of sales was $71.2 million, or 98.6% of net revenues, in the
first quarter of fiscal 2021 compared to $89.7 million, or 82.7% of net
revenues, in the same period of fiscal 2020. The decrease was primarily due to
lower volumes combined with the Company's actions taken to lower costs in
response to COVID-19.   However, despite these cost reduction measures, fixed
costs have not declined in line with current production volumes, which required
directly expensing a portion of these fixed costs in the amount of approximately
$5.9 million during the first quarter of fiscal 2021.  The Company also recorded
a $0.7 million increase in inventory reserves and scrap-outs to cost of sales
during the first quarter of fiscal 2021 as compared to the first quarter of
2020.



Gross Profit.  As a result of the above factors, gross profit was $1.0 million
for the first quarter of fiscal 2021, a decrease of $17.8 million from the same
period of fiscal 2020. Gross margin as a percentage of net revenue decreased to
1.4% in the first quarter of fiscal 2021 as compared to 17.3% in the same period
of fiscal 2020.


Selling, General and Administrative Expense. Selling, general and administrative expense was $9.7 million for the first quarter of fiscal 2021, a decrease of $1.8 million, or 15.4%, from the same period of fiscal 2020.


 Selling, general and administrative expense as a percentage of net revenues
increased to 13.5% for the first quarter of fiscal 2021 compared to 10.6% for
the same period of fiscal 2020.  Significant cost saving measures continued in
the quarter including headcount reductions, furloughs, reduced executive
salaries, reduced board fees and reduced travel and entertainment expenses.

Lower exchange rate loss also contributed to the lower expenses in the first quarter of fiscal 2021 as compared to the same period of fiscal 2020.

Research and Technical Expense. Research and technical expense was $0.8 million, or 1.1% of net revenue, for the first quarter of fiscal 2021, compared to $0.9 million, or 0.8% of net revenue, in the same period of fiscal 2020.

The


reduction in spend as compared to the first quarter of fiscal 2020 is primarily
attributable to lower salaries and wages as a result of lower hours worked

and
reduced headcount.



Operating Income/(Loss).  As a result of the above factors, operating loss in
the first quarter of fiscal 2021 was ($9.5) million compared to operating income
of $6.4 million in the same period of fiscal 2020.



Nonoperating retirement benefit expense. Nonoperating retirement benefit expense was $0.4 million in the first quarter of fiscal 2021 compared to $1.7 million in the same period of fiscal 2020. The decrease in expense was primarily driven by favorable retiree health care spending and higher than expected return on plan assets.





Income Taxes. Income tax benefit was $2.2 million in the first quarter of fiscal
2021, a difference of $3.3 million from income tax expense of $1.1 million in
the first quarter of fiscal 2020, driven primarily by a difference in income
(loss) before income taxes of $14.6 million. Additionally, income tax benefit is
being adversely impacted by discrete items related to stock compensation in

the
first quarter of fiscal 2021.


Net Income/(Loss). As a result of the above factors, net loss in the first quarter of fiscal 2021 was ($8.0) million, compared to net income of $3.3 million in the same period of fiscal 2020.





Working Capital



Controllable working capital, which includes accounts receivable, inventory,
accounts payable and accrued expenses, was $244.5 million at December 31, 2020,
a decrease of $20.4 million, or 7.7%, from $264.9 million at September 30, 2020.
The decrease resulted primarily from accounts receivable and inventory
decreasing $10.7 million and $9.8 million, respectively, during the first three
months of fiscal 2021.

                                       22

  Table of Contents


Liquidity and Capital Resources

Comparative cash flow analysis


The Company had cash and cash equivalents of $61.3 million at December 31, 2020,
inclusive of $14.6 million that was held by foreign subsidiaries in various
currencies, compared to $47.2 million at September 30, 2020.  Additionally,
there were zero borrowings against the line of credit outstanding as of December
31, 2020.



Net cash provided by operating activities in the first three months of fiscal
2021 was $18.5 million compared to net cash provided by operating activities of
$7.0 million in the first three months of fiscal 2020, an increase of $11.4
million.  Cash flow from operating activities in the first three months of
fiscal 2021 was favorably impacted by a decrease in inventory of $13.3 million
during the first three months of fiscal 2021 as compared to an increase in
inventory of $20.0 million during the same period of fiscal 2020, partially
offset by a net loss of ($8.0) million during the first three months of fiscal
2021 as compared to net income of $3.3 million during the same period of fiscal
2020.



Net cash used in investing activities was $1.1 million in the first three months
of fiscal 2021 which was lower than cash used in investing activities of $2.3
million during the same period of fiscal 2020 due to lower additions to
property, plant and equipment.



Net cash used in financing activities was $4.1 million in the first three months
of fiscal 2021, which was higher than net cash used in financing activities of
$2.6 million during the same period of fiscal 2020, primarily as a result of,
among other factors, cash paid for debt issuance costs resulting from the new
U.S. revolving credit facility (described below).  Dividends paid of $2.8
million during the first three months of fiscal 2021 were comparable to the

same
period of fiscal 2020.


U.S. revolving credit facility


On October 19, 2020, the Company and JPMorgan Chase Bank, N.A. entered into a
Credit Agreement (the "Credit Agreement") and related Pledge and Security
Agreement with certain other lenders (the "Security Agreement", and, together
with the Credit Agreement, the "Credit Documents").  The Credit Documents, which
have a three-year term expiring in October 2023, replaced the Third Amended and
Restated Loan and Security Agreement and related agreements, dated as of July
14, 2011, as amended, previously entered into between the Company, Wells Fargo
Capital Finance, LLC and certain other lenders (the "Previous Facility").  The
Credit Agreement provides for revolving loans in the maximum amount of $100.0
million, subject to a borrowing base and certain reserves. The Credit Agreement
permits an increase in the maximum revolving loan amount from $100.0 million up
to an aggregate amount of $170.0 million at the request of the borrower if
certain conditions are met. Borrowings under the Credit Agreement bear interest,
at the Company's option, at either JPMorgan's "prime rate", plus 1.25% - 1.75%
per annum, or the adjusted Eurodollar rate used by the lender, plus 2.25% -
2.75% per annum (with a LIBOR floor of 0.5%).

The Company must pay monthly, in arrears, a commitment fee of 0.425% per annum
on the unused amount of the U.S. revolving credit facility total commitment. For
letters of credit, the Company must pay a fronting fee of 0.125% per annum as
well as 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 the greater of (i)
12.5% of the maximum credit revolving loan amount and (ii) $12.5 million. The
Company is permitted to pay dividends and repurchase common stock if certain
financial metrics are met.  The Company may pay quarterly cash dividends up to
$3.5 million per fiscal quarter so long as the Company is not in default under
the Credit Documents.  As of December 31, 2020, 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. The Company currently believes it is not at material risk of not
meeting its financial covenants over the next twelve months.

Borrowings under the Credit Agreement 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 Company's Notes to Condensed Consolidated Financial Statements in this
Quarterly Report on Form 10-Q).  Borrowings under the Credit Documents are also
secured by a pledge of a 100% equity interest in each of the Company's direct
foreign subsidiaries.

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Future uses of liquidity



The Company's sources of liquidity for the next twelve months are expected to
consist primarily of cash generated from operations (including reduction of
inventory), cash on-hand and, if needed, borrowings under our new U.S. revolving
credit facility. At December 31, 2020, the Company had cash of $61.3 million, an
outstanding balance of zero on the new U.S. revolving credit facility (described
below) and access to a total of approximately $100.0 million, subject to a
borrowing base formula and certain reserves.  Management believes that the
resources described above will be sufficient to fund planned capital
expenditures, any regular quarterly dividends declared and working capital
requirements over the next twelve months.

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 2021 was $1.1 million,
and the forecast for capital spending in fiscal 2021 is $10.0 million to allow
for maintaining reliability within operations.





Contractual Obligations


The following table sets forth the Company's contractual obligations for the periods indicated, as of December 31, 2020:








                                                            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)              $   1,207    $       431    $       776    $         -    $        -
Operating lease obligations              3,461          1,861          1,153            447             -
Finance lease obligations               15,442          1,003          2,042          2,072        10,325
Raw material contracts (primarily
nickel)                                  8,789          8,789              -              -             -
Capital projects and other
commitments                              1,151            998            153              -             -
Pension plan(2)                        103,467          6,000         12,000         10,500        74,967
Non-qualified pension plans                657             95            190            190           182
Other postretirement benefits(3)        90,182          3,307          7,339          7,396        72,140
Environmental post-closure
monitoring                                 601             77            134            156           234
Total                                $ 224,957    $    22,561    $    23,787    $    20,761    $  157,848

(1) As of December 31, 2020, the revolver balance was $0. The current obligation

consists of unused line fees.

The Company has a funding obligation to contribute $103,467 to the domestic (2) 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.




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, 2020. 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, 2020 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

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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, 2020, there were no material changes to the critical
accounting policies and estimates.

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