Haynes International, Inc. QUARTERLY REPORT ON FORM 10-Q for the QUARTER ENDING JUNE 30, 2007

Investor Relations

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 June 30, 2007

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 incorporation or organization)		(IRS Employer Identification No.)

1020 West Park Avenue, Kokomo, Indiana		46904-9013
(Address of principal executive offices)		(Zip Code)

(765) 456-6000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 August 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

PART I	FINANCIAL INFORMATION	Page

Item 1.	Unaudited Condensed Financial Statements

	Haynes International, Inc. and Subsidiaries:

	Unaudited Consolidated Balance Sheets as of September 30, 2006 and June 30, 2007	1

	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2006 and 2007	2

	Unaudited Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended June 30, 2006 and 2007	3

	Unaudited Consolidated Statements of Cash Flow for the Nine Months Ended June 30, 2006 and 2007	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

PART II	OTHER INFORMATION

Item 6.	Exhibits	32

	Signatures	33

	Index to Exhibits	34

PART 1 FINANCIAL INFORMATION

Item 1. Financial Statements

HAYNES INTERNATIONAL, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)

ASSETS	September 30, 2006			June 30, 2007
Current assets:
Cash and cash equivalents	$	6,182		$	5,426
Restricted cash – current portion		110			110
Accounts receivable, less allowance for doubtful accounts of $1,751 and $1,279, respectively		77,962			83,740
Inventories, net		179,712			284,384
Income tax benefit		-			5,729
Deferred income taxes – current portion		10,759			8,489
Total current assets		274,725			387,878

Property, plant and equipment (at cost)		100,373			111,848
Accumulated depreciation		(11,452	)		(17,131	)
Net property, plant and equipment		88,921			94,717

Deferred income taxes – long term portion		27,368			26,562
Prepayments and deferred charges, net		2,719			5,488
Restricted cash – long term portion		440			330
Goodwill		42,265			41,321
Other intangible assets		9,422			8,579
Total assets	$	445,860		$	564,875
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	45,487		$	80,580
Income taxes payable		2,294			-
Accrued pension and postretirement benefits		8,134			7,928
Revolving credit facilities		116,836			17,804
Deferred revenue – current portion		-			2,500
Current maturities of long-term obligations		110			110
Total current liabilities		172,861			108,922

Long-term obligations (less current portion)		3,097			3,006
Deferred revenue (less current portion)		-			45,954
Accrued pension and postretirement benefits		118,354			115,424
Total liabilities		294,312			273,306

Stockholders’ equity:
Common stock, $0.001 par value (20,000,000 and 40,000,000 shares authorized, 10,000,000 and 11,650,000 issued and outstanding at September 30, 2006 and June 30, 2007, respectively)		10			12
Preferred stock, $0.001 par value (20,000,000 shares authorized, 0 shares issued and outstanding)		-			-
Additional paid-in capital		122,937			212,351
Accumulated earnings		27,760			76,089
Accumulated other comprehensive income		841			3,117
Total stockholders’ equity		151,548			291,569
Total liabilities and stockholders’ equity	$	445,860		$	564,875

The accompanying notes are an integral part of these financial statements.

Page 1 of 34

HAYNES INTERNATIONAL, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share and per share data)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2006		2007		2006		2007
Net revenues	$	114,932	$	141,087	$	320,320	$	398,886
Cost of sales		81,698		104,148		241,181		287,993
Selling, general and administrative expense		10,825		10,871		29,637		29,152
Research and technical expense		622		747		1,957		2,225
Operating income		21,787		25,321		47,545

Haynes International, Inc. 800-354-0806