UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2007
or
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 001-33288
HAYNES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
06-1185400 |
(State or other jurisdiction of |
(IRS Employer Identification No.) |
incorporation or organization) |
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1020 West Park Avenue, Kokomo, Indiana |
46904-9013 |
(Address of principal executive offices) |
(Zip Code) |
(765) 456-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filler and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No o
As of May 1, 2007, the registrant had 11,650,000 shares of Common Stock, $.001 par value, outstanding.
HAYNES INTERNATIONAL, INC. and SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Unaudited Condensed Financial Statements |
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Haynes International, Inc. and Subsidiaries: |
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Unaudited Consolidated Balance Sheets as of September 30, 2006 and March 31, 2007 |
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1 |
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Unaudited Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2006 and 2007 |
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2 |
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Unaudited Consolidated Statements of Comprehensive Income for the Three and Six Months Ended March 31, 2006 and 2007 |
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3 |
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Unaudited Consolidated Statements of Cash Flow for the Six Months Ended March 31, 2006 and 2007 |
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4 |
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Notes to Consolidated Financial Statements |
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5 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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12 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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23 |
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Item 4. |
Controls and Procedures |
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24 |
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PART II |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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25 |
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Item 1A. |
Risk Factors |
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25 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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27 |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
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27 |
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Item 6. |
Exhibits |
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28 |
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Signatures |
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29 |
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Index to Exhibits |
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30 |
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
HAYNES INTERNATIONAL, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)
ASSETS |
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September 30,
2006 |
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March 31,
2007 |
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Current assets: |
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Cash and cash equivalents |
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$ |
6,182 |
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$ |
7,451 |
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Restricted cash - current portion |
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110 |
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110 |
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Accounts receivable, less allowance for doubtful accounts of $1,751 and $1,233, respectively |
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77,962 |
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83,300 |
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Inventories, net |
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179,712 |
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234,296 |
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Income tax benefit |
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- |
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6,723 |
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Deferred income taxes - current portion |
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10,759 |
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10,361 |
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Total current assets |
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274,725 |
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342,241 |
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Property, plant and equipment (at cost) |
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100,373 |
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106,892 |
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Accumulated depreciation |
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(11,452 |
) |
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(15,189 |
) |
Net property, plant and equipment |
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88,921 |
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91,703 |
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Deferred income taxes - long term portion |
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27,368 |
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26,194 |
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Prepayments and deferred charges, net |
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2,719 |
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5,624 |
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Restricted cash - long term portion |
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440 |
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330 |
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Goodwill |
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42,265 |
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42,265 |
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Other intangible assets |
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9,422 |
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8,860 |
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Total assets |
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$ |
445,860 |
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$ |
517,217 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
45,487 |
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$ |
66,783 |
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Income taxes payable |
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2,294 |
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- |
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Accrued pension and postretirement benefits |
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8,134 |
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9,926 |
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Revolving credit facilities |
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116,836 |
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- |
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Deferred revenue - current portion |
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- |
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2,500 |
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Current maturities of long-term obligations |
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