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 2022 and
beyond, overall volume and pricing trends, cost reduction strategies and their
anticipated impact on our results, capital expenditures, capital allocation
strategies and their expected results, demand for our products and operations,
dividends and the impact of COVID-19 on the economy and our business, 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, 2021.



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 60% of net product revenues in fiscal
2021. The Company also produces its products as seamless and welded tubulars,
which represented approximately 14% of fiscal 2021 net product revenue and in
wire form which represented approximately 10% of fiscal 2021 net product
revenue. The Company also produces its products in slab, bar and billet forms
and sales of these forms in the aggregate represented approximately 16% of net
product revenue in fiscal 2021.



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 11 service
and/or sales centers in the United States, Europe and Asia. All of these centers
are Company operated.



COVID-19 Pandemic



COVID-19 related disruptions negatively impacted the Company's financial and
operating results in the second half of fiscal 2020 and the first half of fiscal
2021.  The Company returned to profitability in the third quarter of  fiscal
2021 and has continued to expand profitability in the fourth quarter of fiscal
2021 and the first quarter of fiscal 2022.  The Company expects continued
increase in volume and profitability primarily driven by the expected continued
recovery of the aerospace market.  The aerospace supply chain in particular

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was most negatively impacted by the pandemic. Based upon published projections, the Company currently expects monthly aerospace revenues to return to pre-pandemic levels by the end of this fiscal year.





Dividends Paid and Declared



In the first quarter of fiscal 2022, 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, 2021 to stockholders
of record at the close of business on December 1, 2021.  The total dividend cash
pay-out was approximately $2.8 million based on the number of shares
outstanding.



On January 27, 2022, 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, 2022 to stockholders
of record at the close of business on March 1, 2022.  Any future dividends will
be at the discretion of the Board of Directors.



Capital Spending


During the first three months of fiscal 2022, capital investment was $3.3 million, and total planned capital expenditures for fiscal 2022 are expected to be approximately $17.7 million, which is below the Company's depreciation levels.





Share Repurchase Plan



The Company purchased an additional 142,226 shares at a cost of $5.7 million
during the first quarter of fiscal 2022 under its share repurchase plan
implemented in the fourth quarter of fiscal 2021. Since adoption of the plan,
the Company has repurchased 255,204 shares at a total cost of approximately
$10.0 million. The Company discontinued the share repurchase plan at the end of
the calendar year due to the 24.1% increase in the Company's backlog.



Pension and Postretirement Plans


The Company's U.S. pension glide path strategy is in place with changes to the
asset allocation including a customized liability-driven investing strategy
which is intended to reduce interest rate risk and equity risk. The Company
expects significantly reduced volatility going forward related to the pension
funding percentage (the U.S. pension plan is currently approximately 93% funded)
and reduced pension and postretirement expense (first quarter declined by $1.5
million and fiscal year 2022 expense is expected to decline by $6.0 million). As
of the end of the first quarter of fiscal 2022, the U.S. net pension liability
was approximately $24.2M, a reduction of $81.0 million below the $105.2 million
on the balance sheet at the beginning of fiscal 2021. Inclusive of the retiree
healthcare liability and U.K. pension asset, the net liability decrease is $94.0
million since the beginning of fiscal year 2021.



Volume and Pricing



Volumes are typically sequentially lower in the first quarter of each fiscal
year due to holidays, maintenance outages and customers managing their calendar
year-end balance sheets.  However, this trend was muted in the first quarter of
fiscal 2022 with volume that was relatively flat.  The Company experienced only
a 2.2% decline due to a significant sequential increase in shipments to the
aerospace market of 22.0% as well as increased shipments to the chemical
processing industry (CPI) that were sequentially higher by 10.0%.  Aerospace
volumes continue to recover from the COVID-19 pandemic with fiscal 2022 first
quarter volume at 1.9 million pounds.  However, this level is still 27.5% below
the pre-pandemic levels of the average quarter of fiscal 2019.  The Company
expects to return to fiscal 2019 quarterly shipment levels by the end of fiscal
year 2022. Chemical processing volume increased sequentially driven by continued
recovery from the pandemic and higher oil prices, which drive higher capital
spending in the sector.  These increases were offset by a 32.2% sequential
decrease in industrial gas turbine (IGT) shipments and a 21.9% sequential
decrease in other markets.  The industrial gas turbine shipments were lower this
quarter due to timing of certain customer orders and are expected to improve
next quarter.  Other markets decreased due to lower flue-gas desulphurization
(FGD) volumes.  As business conditions continue to improve in the aerospace, IGT
and CPI markets, a reduction in FGD shipments is expected as the Company
utilizes its manufacturing capacity to produce higher value products.

Year-over-year volumes increased 38.9%, with aerospace increasing 106.2% and CPI increasing 32.1% and IGT and Other markets relatively flat.





The Company has continued its strategy of increasing pricing and margins,
recognizing the high-value, differentiated products and services the Company
offers. The Company announced multiple price increases for non-contract business
as market conditions improved combined with inflationary pressures.  In
addition, pricing for contract business is being negotiated as those contracts
come due.  Most customer long-term agreements have adjustors for consumer price
index to help cover general inflationary items.  The product average selling
price per pound in the first quarter of fiscal 2022 was $24.50, which increased
8.7% sequentially and 2.8% year-over-year due to the noted price increases, but
average selling price per pound is also impacted by the product mix sold.

                                       18

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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:







                          December 31,       March 31,       June 30,      September 30,       December 31,

(dollars in thousands)        2020              2021           2021             2021               2021
Net Revenues             $        72,177    $     82,063    $    88,143    $        95,278    $        99,430
Gross Profit Margin      $           987    $      8,385    $    13,658    $        16,700    $        17,777
Gross Profit Margin %                1.4 %          10.2 %         15.5 %  

          17.5 %             17.9 %




Gross margins continued to increase with a 17.9% gross margin this quarter
compared to 17.5% last quarter and 1.4% in the first quarter of last year. The
Company has implemented focus initiatives designed to increase pricing and
reduce costs. These initiatives, combined with improved volumes compared to the
same quarter last year, has driven growth in our gross margins and profitability
at a much lower volume breakeven point with the current mix. The Company
previously needed to sell more than 5 million pounds to be profitable. The past
three quarters demonstrate the Company's successful reduction of its breakeven
point by roughly 25% with the current mix. This quarter was profitable with 3.9
million pounds shipped, showing continued traction and momentum as volumes

recover.



Backlog





                                    December 31,       March 31,       June 30,       September 30,       December 31,
                                        2020              2021           2021              2021               2021
Backlog(1)
Dollars (in thousands)             $       145,143    $    140,892    $   150,915    $        175,299    $       217,477
Pounds (in thousands)                        5,607           5,622          6,642               7,084              8,931

Average selling price per pound    $         25.89    $      25.06    $     22.72    $          24.75    $         24.35
Average nickel price per pound
London Metals Exchange(2)          $          7.62    $       7.47    $      8.14    $           8.80    $          9.10


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

subject to adjustment based on changes in raw material costs. Historically, (1) approximately 70% of the backlog orders have shipped within six 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.

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.




The Company experienced significant increases in order entry over the past
quarter, including order entry levels for aerospace and chemical processing that
the Company has not seen since fiscal 2019 and, in the case of industrial gas
turbines, levels the Company has not experienced for many years.  Backlog was
$217.5 million at December 31, 2021, an increase of $42.2 million, or 24.1%,
from $175.3 million at September 30, 2021.  Backlog pounds at December 31, 2021
increased during the first quarter of fiscal 2022 by 26.1% as compared to
September 30, 2021.  The average selling price of products in the Company's
backlog decreased to $24.35 per pound at December 31, 2021 from $24.75 per pound
at September 30, 2021, reflecting a change in product mix.

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Quarterly Market Information





                                         December 31,      March 31,       June 30,      September 30,       December 31,
                                             2020             2021           2021             2021               2021
Net revenues (in thousands)
Aerospace                               $        24,555   $     30,601    $    33,950    $        38,966    $        48,455
Chemical processing                              15,256         15,068         17,010             15,813             17,450
Industrial gas turbines                          13,967         16,436         17,835             18,534             14,598
Other markets                                    12,779         15,546         13,709             16,056             14,487
Total product revenue                            66,557         77,651         82,504             89,369             94,990
Other revenue                                     5,620          4,412          5,639              5,909              4,440
Net revenues                            $        72,177   $     82,063    $    88,143    $        95,278    $        99,430

Shipments by markets (in thousands of
pounds)
Aerospace                                           904          1,177          1,354              1,528              1,864
Chemical processing                                 601            682            814                722                794
Industrial gas turbines                             798          1,064          1,147              1,178                799
Other markets                                       489            599            415                538                420
Total shipments                                   2,792          3,522          3,730              3,966              3,877

Average selling price per pound
Aerospace                               $         27.16   $      26.00    $     25.07    $         25.50    $         26.00
Chemical processing                               25.38          22.09          20.90              21.90              21.98
Industrial gas turbines                           17.50          15.45          15.55              15.73              18.27
Other markets                                     26.13          25.95          33.03              29.84              34.49
Total product (product only;
excluding other revenue)                          23.84          22.05          22.12              22.53              24.50
Total average selling price
(including other revenue)               $         25.85   $      23.30    $

    23.63    $         24.02    $         25.65




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Results of Operations for the Three Months Ended December 31, 2021 Compared to the Three Months Ended December 30, 2020





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
                                            2020                   2021            Amount         %
Net revenues                        $   72,177     100.0 %  $  99,430    100.0 %  $  27,253       37.8 %
Cost of sales                           71,190      98.6 %     81,653     82.1 %     10,463       14.7 %
Gross profit                               987       1.4 %     17,777     17.9 %     16,790    1,701.1 %
Selling, general and
administrative expense                   9,733      13.5 %     11,362     11.4 %      1,629       16.7 %
Research and technical expense             787       1.1 %        905      0.9 %        118       15.0 %
Operating income (loss)                (9,533)    (13.2) %      5,510      5.5 %     15,043    (157.8) %
Nonoperating retirement benefit
expense                                    359       0.5 %    (1,088)    (1.1) %    (1,447)    (403.1) %
Interest income                            (4)     (0.0) %        (8)    (0.0) %        (4)      100.0 %
Interest expense                           304       0.4 %        300      0.3 %        (4)      (1.3) %
Income (loss) before income
taxes                                 (10,192)    (14.1) %      6,306      6.3 %     16,498    (161.9) %
Provision for (benefit from)
income taxes                           (2,165)     (3.0) %      1,647      1.7 %      3,812    (176.1) %
Net income (loss)                   $  (8,027)    (11.1) %  $   4,659      4.7 %  $  12,686    (158.0) %





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
By market                                       2020         2021        Amount         %
Net revenues (dollars in thousands)
Aerospace                                    $   24,555    $  48,455    $  23,900       97.3 %
Chemical processing                              15,256       17,450        2,194       14.4 %
Industrial gas turbine                           13,967       14,598          631        4.5 %
Other markets                                    12,779       14,487        1,708       13.4 %
Total product revenue                            66,557       94,990       28,433       42.7 %
Other revenue                                     5,620        4,440      (1,180)     (21.0) %
Net revenues                                 $   72,177    $  99,430    $  27,253       37.8 %
Pounds by market (in thousands)
Aerospace                                           904        1,864          960      106.2 %
Chemical processing                                 601          794          193       32.1 %
Industrial gas turbine                              798          799            1        0.1 %
Other markets                                       489          420         (69)     (14.1) %
Total shipments                                   2,792        3,877        1,085       38.9 %
Average selling price per pound
Aerospace                                    $    27.16    $   26.00    $  (1.16)      (4.3) %
Chemical processing                               25.38        21.98       (3.40)     (13.4) %
Industrial gas turbine                            17.50        18.27         0.77        4.4 %
Other markets                                     26.13        34.49         8.36       32.0 %

Total product (excluding other revenue)           23.84        24.50         0.66        2.8 %
Total average selling price (including
other revenue)                               $    25.85    $   25.65    $  (0.20)      (0.8) %



Net Revenues. Net revenues were $99.4 million in the first quarter of fiscal 2022, an increase of 37.8% from $72.2 million in the same period of fiscal 2021.


  Volume was 3.9 million pounds in the first quarter of fiscal 2022, an increase
of 38.9% from 2.8 million pounds in the same period of fiscal 2021.  The
increase in pounds sold is due to the demand recovery and strong sales in the
aerospace market, which increased by 106.2%, as well as the chemical processing
market, which increased by 32.1%, from the first quarter of fiscal 2021.  The
product average selling price was $24.50 per pound in the first quarter of
fiscal 2022, an increase of 2.8% from $23.84 per pound in the same period of
fiscal 2021.   The increase in product average selling price per pound largely
reflects higher market

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prices of raw materials, which increased average selling price per pound by approximately $1.90, partially offset by a lower-value product mix and other pricing considerations, which decreased average selling price per pound by approximately $1.24.





Sales to the aerospace market were $48.5 million in the first quarter of fiscal
2022, an increase of 97.3% from $24.6 million in the same period of fiscal 2021,
due to a 106.2% increase in volume, partially offset by a 4.3% decrease in
average selling price per pound. The aerospace market has experienced increased
demand as inventory throughout the aerospace supply chain begins to be
replenished in response to the expected increase in engine build rates.
Additionally, demand in the first quarter of fiscal 2021 was depressed by
COVID-19 pandemic, that decreased demand for air travel resulting in decreased
demand for new planes and maintenance parts. The decrease in average selling
price per pound largely reflects a lower value product mix, increased
competition and other pricing factors, which decreased average selling price per
pound by approximately $2.87, partially offset by higher market prices of raw
materials, which increased average selling price per pound by approximately
$1.71.



Sales to the chemical processing market were $17.5 million in the first quarter
of fiscal 2022, an increase of 14.4% from $15.3 million in the same period of
fiscal 2021, due to a 32.1% increase in volume, partially offset by a 13.4%
decrease in average selling price per pound. Volume was higher as industrial
activity increased with economies beginning to reopen from pandemic shutdowns as
well as increases in oil prices resulting in expanded capital expenditures in
the sector.  The decrease in average selling price per pound reflects a lower
value product mix, as well as pricing competition and other factors, which
decreased average selling price per pound by approximately $5.59, partially
offset by higher market prices of raw materials, which increased average selling
price per pound by approximately $2.19.



Sales to the industrial gas turbine market were $14.6 million in the first
quarter of fiscal 2022, an increase of 4.5% from $14.0 million for the same
period of fiscal 2021, due to a 4.4% increase in average selling price per pound
and a 0.1% increase in volume.  The increase in average selling price per pound
reflects higher market prices of raw materials, which increased average selling
price per pound by approximately $1.63, partially offset by a lower-value
product mix and pricing competition and other factors, which decreased average
selling price per pound by approximately $0.86.



Sales to other markets were $14.5 million in the first quarter of fiscal 2022,
an increase of 13.4% from $12.8 million in the same period of fiscal 2021, due
to a 32.0% increase in average selling price per pound, partially offset by a
decrease in volume of 14.1%.  The decrease in volume was primarily attributable
to lower shipments into the flue-gas desulphurization market which also
contributed to an improved product mix.  The average selling price per pound
increase reflects a higher-value product mix and other pricing factors, which
increased average selling price per pound by approximately $5.66, as well as
higher market prices of raw materials, which increased average selling price per
pound by approximately $2.70.



Other Revenue. Other revenue was $4.4 million in the first quarter of fiscal 2022, a decrease of 21.0% from $5.6 million in the same period of fiscal 2021.

The decrease was due primarily to decreased toll conversion.





Cost of Sales. Cost of sales was $81.7 million, or 82.1% of net revenues, in the
first quarter of fiscal 2022 compared to $71.2 million, or 98.6% of net
revenues, in the same period of fiscal 2021. The decrease in costs as a
percentage of revenues was primarily due to higher volumes sold which eliminated
the requirement that fixed costs be directly expensed as was the case in the
first quarter of fiscal 2021 which had $5.9 million of costs directly expensed
to Cost of Sales.



Gross Profit.  As a result of the above factors, gross profit was $17.8 million
for the first quarter of fiscal 2022, an increase of $16.8 million from the same
period of fiscal 2021. Gross margin as a percentage of net revenue increased to
17.9% in the first quarter of fiscal 2022 as compared to 1.4% in the same period
of fiscal 2021.  The first quarter of fiscal 2021 was adversely impacted by the
COVID-19 pandemic as volumes reduced significantly.



Selling, General and Administrative Expense. Selling, general and administrative expense was $11.4 million for the first quarter of fiscal 2022, an increase of $1.6 million, or 16.7%, from the same period of fiscal 2021.


 Selling, general and administrative expense as a percentage of net revenues
decreased to 11.4% for the first quarter of fiscal 2022 compared to 13.5% for
the same period of fiscal 2021.  Higher incentive compensation expense and
higher foreign exchange losses were the primary drivers of the increased expense
in the first quarter of fiscal 2022.  Additionally, temporary cost containment
initiatives that were in place during the first quarter of fiscal 2021, in
response to the COVID-19 pandemic, were subsequently ended, which contributed to
the higher expense in the first quarter of fiscal 2022 as compared to the same
period of fiscal 2021.


Research and Technical Expense. Research and technical expense was $0.9 million, or 0.9% of net revenue, for the first quarter of fiscal 2022, compared to $0.8 million, or 1.1% of net revenue, in the same period of fiscal 2021.





Operating Income/(Loss).  As a result of the above factors, operating income in
the first quarter of fiscal 2022 was $5.5 million compared to operating loss of
$(9.5) million in the same period of fiscal 2021.

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Nonoperating retirement benefit expense.  Nonoperating retirement benefit
expense was a benefit of $1.1 million in the first quarter of fiscal 2022
compared to an expense of $0.4 million in the same period of fiscal 2021.  The
difference was primarily driven by a favorable actuarial valuation of the U.S.
pension plan liability as of September 30, 2021 caused by a higher-than-expected
return on plan assets coupled with a higher discount rate.  The amortization of
this favorable valuation is recorded as a benefit to Nonoperating retirement
benefit expense.



Income Taxes. Income tax expense was $1.6 million in the first quarter of fiscal
2022, a difference of $3.8 million from an income tax benefit of $2.2 million in
the first quarter of fiscal 2021, driven primarily by a difference in income
(loss) before income taxes of $16.5 million.



Net Income/(Loss).  As a result of the above factors, net income in the first
quarter of fiscal 2022 was $4.7 million, compared to net loss of $(8.0) million
in the same period of fiscal 2021.



Working Capital



Controllable working capital, which includes accounts receivable, inventory,
accounts payable and accrued expenses, was $273.7 million at December 31, 2021,
an increase of $35.1 million, or 14.7%, from $238.7 million at September 30,
2021. The increase resulted primarily from inventory increasing by $23.0 million
and accounts payable and accrued expenses decreasing by $13.2 million during the
first three months of fiscal 2022, partially offset by accounts receivable
decreasing by $1.1 million during the same period.  The Company continued to
build work-in-process inventory during the quarter in response to the rapidly
growing backlog.


Liquidity and Capital Resources

Comparative cash flow analysis





The Company had cash and cash equivalents of $14.3 million at December 31 2021,
inclusive of $14.0 million that was held by foreign subsidiaries in various
currencies, compared to $47.7 million at September 30, 2021.  Additionally, the
Company had $3.0 million of borrowings against the line of credit outstanding as
of December 31, 2021.



Net cash used in operating activities in the first three months of fiscal 2022
was $23.8 million compared to net cash provided by operating activities of $18.5
million in the first three months of fiscal 2021, a difference of $42.3 million.
 Cash used in operating activities in the first three months of fiscal 2022 was
unfavorably impacted by several factors: (i) an increase in inventory of $22.7
million during the first three months of fiscal 2022 as compared to a decrease
in inventory of $13.3 million during the same period of fiscal 2021; (ii) a
decrease in accounts payable and accrued expenses of $13.2 million during the
first three months of fiscal 2022 as compared to a decrease in accounts payable
and accrued expenses of $1.2 million during the same period of fiscal 2021, and
(iii) a decrease in accounts receivable of $1.2 million during the first three
months of fiscal 2022 as compared to a decrease in accounts receivable of $11.7
million during the same period of fiscal 2021.  This was partially offset by net
income of $4.7 million in the first three months of fiscal 2022 as compared to
net loss of $(8.0) million during the same period of fiscal 2021.



Net cash used in investing activities was $3.3 million in the first three months
of fiscal 2022, which was higher than cash used in investing activities of $1.1
million during the same period of fiscal 2021 due to higher additions to
property, plant and equipment.



Net cash used in financing activities was $6.4 million in the first three months
of fiscal 2022, a difference of $2.3 million from cash used in financing
activities of $4.1 million during the first three months of fiscal 2021,
primarily driven by the share repurchases of $6.6 million as compared to $0.2
million during the same period of fiscal 2021, partially offset by net borrowing
of $3.0 million against the revolving line of credit during the first three
months of fiscal 2022.  Dividends paid of $2.8 million during the first three
months of fiscal 2022 were comparable to same period of fiscal 2021.



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 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

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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%).  Effective October 25, 2021, the
Credit Agreement replaced LIBOR with SOFR as the financial services industry and
market participants are transitioning away from interbank offering rates.  As of
December 31, 2021, the Credit Agreement had a $3.0 million balance.  As of the
same date, management believes the Company was in compliance with all applicable
financial covenants under the Credit Agreement.

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, 2021, the most recent required
measurement date under the Credit Agreement, management believes the Company was
in compliance with all applicable financial covenants under the Credit
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 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.

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, cash on-hand and borrowings
under the U.S. revolving credit facility. At December 31, 2021, the Company had
cash of $14.3 million, an outstanding balance of $3.0 million on the U.S.
revolving credit facility (described above) and total remaining availability of
approximately $97.0 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 2022 was $3.3 million,
and total forecasted capital spending in fiscal 2022 is expected to be $17.7
million.

                                       24

  Table of Contents



Contractual Obligations


The following table sets forth the Company's contractual obligations for the periods indicated, as of December 31, 2021:








                                                             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)               $   3,910    $     3,457    $       453    $         -    $         -
Operating lease obligations               3,109          1,682          1,358             69              -
Finance lease obligations                14,439          1,015          2,060          2,084          9,280
Raw material contracts (primarily
nickel)                                  35,092         35,092              -              -              -
Capital projects and other
commitments                               4,716          4,716              -              -              -
Pension plan(2)                          24,675          6,000         12,000          6,675              -
Non-qualified pension plans                 599             95            190            190            124
Other postretirement benefits(3)         83,293          3,459          6,817          6,234         66,783
Environmental post-closure
monitoring                                  566             71            163            144            188
Total                                 $ 170,399    $    55,587    $    23,041    $    15,396    $    76,375

(1) As of December 31, 2021, the revolver balance was $3,000. The current

obligation consists of unused line fees.

The Company has a funding obligation to contribute $24,675 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, 2021. 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, 2021 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, 2021, there were no material changes to the critical
accounting policies and estimates.

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