<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(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, 1999
OR
[ ] 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 001-14437
RTI INTERNATIONAL METALS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
OHIO 52-2115953
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1000 WARREN AVENUE, NILES, OHIO 44446
(Address of principal executive offices)
(330) 544-7700
(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 __
At May 1, 1998, 20,757,768 shares of common stock of the registrant were
outstanding.
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RTI INTERNATIONAL METALS, INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 1999
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I--FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Introduction to Consolidated Financial Statements...... 2
Consolidated Statement of Income....................... 3
Consolidated Balance Sheet............................. 4
Consolidated Statement of Cash Flows................... 5
Consolidated Statement of Shareholders' Equity......... 6
Selected Notes to Consolidated Financial Statements.... 7
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition.................. 9
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders................................................... 15
Item 6. Exhibits and Reports on Form 8-K.................... 16
Signatures.................................................. 17
</TABLE>
<PAGE> 3
PART I--FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements included herein have been prepared by
RTI International Metals, Inc. (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. The financial
information presented reflects all adjustments, consisting only of normal
recurring adjustments, which are, in the opinion of management, necessary for a
fair statement of the results for the interim periods presented. The results for
the interim periods are not necessarily indicative of the results to be expected
for the year.
2
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RTI INTERNATIONAL METALS, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED
MARCH 31
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Sales....................................................... $ 67,450 $ 89,039
Operating costs:
Cost of Sales............................................... 54,112 63,521
Selling, general and administrative expenses................ 6,019 4,006
Research, technical and product development expenses........ 1,028 847
----------- -----------
Total operating costs.................................. 61,159 68,374
----------- -----------
Operating income............................................ 6,291 20,665
Other income-net............................................ 332 542
Interest expense............................................ 683 54
----------- -----------
Income before income taxes.................................. 5,940 21,153
Provision for income taxes (Note 3)......................... 2,198 6,100
----------- -----------
Net income.................................................. $ 3,742 $ 15,053
=========== ===========
Net income per common share:
Basic.................................................. $ 0.18 $ 0.73
=========== ===========
Diluted................................................ $ 0.18 $ 0.73
=========== ===========
Weighted average shares outstanding:
Basic.................................................. 20,743,927 20,482,672
=========== ===========
Diluted................................................ 20,825,933 20,622,942
=========== ===========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
3
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RTI INTERNATIONAL METALS, INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 17,457 $ 11,075
Receivables--less allowance for doubtful accounts of
$1,174 and $911........................................ 57,770 63,077
Inventories, net (Note 5)................................. 162,803 166,835
Deferred income taxes..................................... 2,259 2,259
Other current assets...................................... 10,549 11,685
-------- --------
Total current assets................................... 250,838 254,931
Property, plant and equipment, net........................ 80,802 77,024
Deferred income taxes..................................... 13,675 13,675
Goodwill.................................................. 37,863 38,144
Other noncurrent assets................................... 11,531 12,246
-------- --------
Total assets........................................... $394,709 $396,020
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable............................................. $ -- $ 16,000
Accounts payable.......................................... 10,734 16,279
Accrued wages and other employee costs.................... 9,952 8,892
Other accrued liabilities................................. 16,237 17,535
-------- --------
Total current liabilities.............................. 36,923 58,706
Long-term debt.............................................. 36,500 20,080
Accrued postretirement benefit cost......................... 19,020 19,020
Other noncurrent liabilities................................ 5,631 5,449
-------- --------
Total liabilities...................................... 98,074 103,255
-------- --------
Contingencies (Note 4)
Shareholders' equity:
Common Stock, $0.01 par value, 30,000,000 shares
authorized; 20,757,758 and 20,719,758 shares issued and
20,757,758 and 20,719,758 outstanding.................. 207 207
Additional paid-in capital................................ 238,566 238,109
Deferred compensation..................................... (2,341) (2,012)
Accumulated earnings...................................... 60,203 56,461
-------- --------
Total shareholders' equity.................................. 296,635 292,765
-------- --------
Total liabilities and shareholders' equity............. $394,709 $396,020
======== ========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
4
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RTI INTERNATIONAL METALS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
-------------------
1999 1998
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 3,742 $15,053
Adjustment for items not affecting funds from operations:
Depreciation and amortization............................. 2,339 1,320
Deferred taxes............................................ -- 3,600
Other-net................................................. 122 106
CHANGES IN ASSETS AND LIABILITIES (EXCLUDING CASH):
Receivables................................................. 5,307 1,091
Inventories................................................. 4,032 (7,488)
Accounts payable............................................ (5,545) (5,054)
Other liabilities........................................... (238) 7,358
Other assets................................................ 1,800 163
-------- -------
Cash provided by operating activities.................. 11,559 16,149
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (5,603) (5,345)
-------- -------
Cash used in investing activities...................... (5,603) (5,345)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of employee stock options........................ 6 81
Borrowings under revolving credit agreement............... 16,420 --
Repayment of notes payable................................ (16,000) --
Treasury Common Stock purchased........................... -- (37)
-------- -------
Cash provided by financing activities..................... 426 44
-------- -------
INCREASE IN CASH AND CASH EQUIVALENTS....................... 6,382 10,848
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 11,075 $30,211
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 17,457 $41,059
======== =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for
Interest............................................... $ 752 $ 10
Income taxes........................................... 766 $ --
Noncash financing activities
Issuance of Common Stock for Restricted Stock Awards... $ 415 $ 919
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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RTI INTERNATIONAL METALS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ADDT'L. RETAINED
SHARES COMMON PAID-IN DEFERRED EARNINGS COMPREHENSIVE
OUTSTANDING STOCK CAPITAL COMPENSATION (DEFICIT) INCOME
----------- ------ -------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998.............. 20,719,758 $207 $238,109 $(2,012) $ 56,461 --
Shares issued for Restricted Stock Award
Plans................................... 36,250 -- 451 (451) -- --
Compensation expense recognized........... -- -- -- 122 -- --
Shares issued from exercise of employee
stock options........................... 1,750 -- 6 -- --
Net income................................ -- -- -- -- 3,742 3,742
-------
Comprehensive income...................... -- -- -- -- -- $ 3,742
---------- ---- -------- ------- -------- =======
Balance at March 31, 1999................. 20,757,758 $207 $238,566 $(2,341) $ 60,203
========== ==== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
6
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RTI INTERNATIONAL METALS, INC.
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENT
(UNAUDITED)
NOTE 1--GENERAL
The consolidated financial statements include the accounts of RTI
International Metals, Inc. and its majority owned subsidiaries. All significant
intercompany transactions have been eliminated.
NOTE 2--ORGANIZATION
On September 30, 1998, the shareholders of RMI Titanium Company approved
the formation of an Ohio holding company named RTI International Metals, Inc.
Under the terms of a restructuring agreement, RTI exchanged its shares of common
stock on a one-for-one basis for all of the outstanding common stock of RMI
Titanium Company, which immediately became a wholly owned subsidiary of RTI.
Shares of RTI began trading on the New York Stock Exchange on October 1, 1998.
The Company is a successor to entities that have been operating in the
titanium industry since 1958. In 1990, USX Corporation ("USX") and Quantum
Chemical Corporation ("Quantum") transferred their entire ownership interest in
the Company's immediate predecessor, RMI Company, an Ohio general partnership,
to the Company in exchange for shares of the Company's Common Stock (the
"Reorganization"). Quantum then sold its shares to the public. USX retained
ownership of its shares.
In November, 1996, USX Corporation completed a public offering of its notes
which are exchangeable in February, 2000, for 5,483,600 shares of RTI Common
Stock, owned by USX (or for an equivalent amount of cash at USX's option). On
March 31, 1999, USX announced that it terminated its ownership interest in the
Company. USX irrevocably deposited with Chase Manhattan Trust Company, N.A.
("Chase"), all of the 5,483,600 shares of the Company's Common Stock it
previously owned. The deposit of the shares is in full satisfaction of USX's
6 3/4% Exchangeable Notes due February 1, 2000 (the "Notes"). Chase is the
trustee under the note indenture and will hold the shares in trust for the
benefit of the holders of the Notes until the shares are exchanged for the Notes
on the maturity date. The Notes are exchangeable for shares of the Company on a
variable basis up to one share per Note depending on the market price of the
Company's shares at maturity. The maximum number of RTI shares deliverable upon
maturity is 5,483,600 and the minimum is 4,645,706.
The 5,483,600 shares of common stock previously owned by USX represents
approximately 27% of the issued and outstanding shares of the Company. The
Company does not believe that any of the Note holders will exercise control over
the Company as a result of this transaction.
NOTE 3--INCOME TAXES
In the three months ended March 31, 1999 the Company recorded an income tax
expense of $2.2 million, or 37.7% of pre-tax income. The effective tax rate for
the three month period ended March 31, 1998 of 28.8% was less than the statutory
rate of 35% because of adjustments to reduce the deferred tax asset valuation
allowance due to changes in the Company's expectations about the ultimate
realization of its deferred tax assets.
NOTE 4--CONTINGENCIES
In the ordinary course of business, the Company is subject to environmental
laws and regulations concerning the production, handling, storage,
transportation, emission, and disposal of waste materials and is also subject to
other federal and state laws and regulations regarding health and safety
matters. These laws and regulations are constantly evolving, and it is not
currently possible to predict accurately the ultimate effect these laws and
regulations will have on the Company in the future.
7
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The Company is involved in investigative or cleanup projects under federal
or state environmental laws at a number of waste disposal sites, including the
Fields Brook Superfund Site. Given the status of the proceedings with respect to
these sites, ultimate investigative and remediation costs cannot presently be
accurately predicted, but could, in the aggregate, be material. Based on the
information available regarding the current ranges of estimated remediation
costs at currently active sites, and what the Company believes will be its
ultimate share of such costs, provisions for environmental-related costs have
been recorded. These provisions are in addition to amounts which have previously
been accrued for the Company's share of environmental study costs.
With regard to the Fields Brook Superfund Site, the Company, together with
31 other companies, has been identified by the EPA as a potentially responsible
party ("PRP") under Comprehensive Environmental Response, Compensation Liability
Act ("CERCLA") with respect to a superfund site defined as the Fields Brook
Watershed in Ashtabula, Ohio, which includes the Company's now closed Ashtabula
facilities. The EPA's 1986 estimate of the cost of remediation of the Fields
Brook operable sediment unit was $48 million. Recent studies, together with
improved remediation technology and redefined cleanup standards have resulted in
a more recent estimate of the remediation cost of approximately $25 million. The
actual cost of remediation may vary from the estimate depending upon any number
of factors.
The EPA, beginning in March 1989, ordered 22 of the PRPs to conduct a
design phase study for the sediment operable unit and a source control study.
These studies are nearly complete. The Company, working cooperatively with
fourteen others in accordance with two separate agreements, is complying with
the order. The Company has accrued and has been paying its portion of the cost
of such compliance. Actual cleanup will not commence prior to 2000. The
Company's share of the study costs has been established at 9.95%. In June, 1995,
the Company and twelve others entered into a Phase 2 (actual cleanup) allocation
agreement which assigns 9.44% of the cost to RMI. However, the actual percentage
may be more or less based on contributions from other parties which are not
currently participating in the Phase 2 allocation agreement.
At March 31, 1999, the amount accrued for future environmental-related
costs were $3.5 million. Based on available information, RMI believes its share
of potential environmental-related costs, before expected contributions from
third parties, is in a range from $4.2 million to $7.0 million, in the
aggregate. The amount accrued is net of expected contributions from third
parties (which does not include any amounts from insurers) of approximately $2.1
million, which the Company believes are probable. The Company has been receiving
contributions from such third parties for a number of years as partial
reimbursement for costs incurred by the Company. As these proceedings continue
toward final resolution, amounts in excess of those already provided may be
necessary to discharge the Company from its obligations for these projects.
The ultimate resolution of these foregoing contingencies could,
individually or in the aggregate, be material to the consolidated financial
statements. However, management believes that the Company will remain a viable
and competitive enterprise even though it is possible that these matters could
be resolved unfavorably.
NOTE 5--INVENTORIES:
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
-----------------------------------
MARCH 31, 1999
(UNAUDITED) DECEMBER 31, 1998
-------------- -----------------
<S> <C> <C>
Raw material and supplies..................... $ 69,811 $ 73,820
Work-in-process and finished goods............ 110,817 111,103
Adjustments to LIFO values.................... (17,825) (18,088)
-------- --------
$162,803 $166,835
======== ========
</TABLE>
8
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NOTE 6--CREDIT AGREEMENT:
Concurrent with the restructuring referred to above, RTI entered into a
credit agreement dated September 30, 1998 (the "Credit Facility"), replacing
RMI's existing credit facilities. The unsecured Credit Facility provides for
$125 million in five-year borrowings and $25 million one-year borrowings, on a
revolving basis, of up to the lesser of $150 million or a borrowing base equal
to the sum of 85% of qualified accounts receivable and 60% of qualified
inventory. At March 31, 1999, $36.5 million was outstanding under the facility.
Under the terms of the Credit Facility, the Company, at its option, will be
able to borrow at (a) a base rate (which is the higher of PNC Bank's prime rate
or the Federal Funds Effective Rate plus 0.5% per annum), or (b) LIBOR, plus a
spread (ranging from 0.5% to 1.5%) determined by the ratio of the Company's
consolidated total indebtedness to consolidated earnings before interest, taxes,
depreciation and amortization.
The Credit Facility contains additional terms and financial covenants which
are typical for other similar facilities.
NOTE 7--SEGMENT REPORTING:
The Company's reportable segments are the Titanium Group and the
Fabrication and Distribution Group. Segment information for the quarterly
periods ended March 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
QUARTER ENDED
MARCH 31
--------------------
1999 1998
-------- --------
<S> <C> <C>
BUSINESS SEGMENT NET SALES:
Titanium
Trade..................................................... $ 32,239 $ 67,878
Intersegment.............................................. 14,130 5,494
-------- --------
46,369 73,372
Fabrication and Distribution
Trade..................................................... $ 30,240 18,147
Intersegment.............................................. -- --
-------- --------
30,240 18,147
Other operations............................................ 4,971 3,014
Adjustments and eliminations................................ (14,130) (5,494)
-------- --------
Total net sales................................... $ 67,450 $ 89,039
======== ========
SEGMENT OPERATING INCOME:
Titanium.................................................. $ 4,741 $ 18,827
Fabrication and distribution.............................. 873 1,564
Other operations.......................................... 677 274
-------- --------
Total operating income............................ 6,291 20,665
RECONCILIATION OF SEGMENT OPERATING INCOME TO REPORTED
INCOME BEFORE TAXES:
Other income--net......................................... 332 542
Interest expense.......................................... 683 54
-------- --------
Reported income before taxes...................... $ 5,940 $ 21,153
======== ========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in connection with the information
contained in the Consolidated Financial Statements and Selected Notes to
Consolidated Financial Statements. The following information contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are subject to the safe harbor created by
that Act. Such forward-looking statements include, without
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limitation, statements regarding the future availability and prices of raw
materials, the competitiveness of the titanium industry, demand for the
Company's products, the historic cyclicality of the titanium and aerospace
industries, uncertain defense spending, long-term supply agreements, the
ultimate determination of pending trade petitions, global economic conditions,
the Company's order backlog and the conversion of that backlog into revenue,
labor relations, the long-term impact of a recently concluded work stoppage, the
impact of Year 2000 compliance, and other statements contained herein that are
not historical facts. Because such forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements. These and other risk factors are set forth below in the "Outlook"
section, as well as being described in the Company's other filings with the
Securities and Exchange Commission ("SEC") over the last 12 months, copies of
which are available from the SEC or may be obtained upon request from the
Company.
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
NET SALES
Net sales decreased to $67.5 million for the three months ended March 31,
1999 compared to net sales of $89.0 million in the corresponding 1998 period.
Sales for the Company's Titanium Group amounted to $37.3 million in the first
three months of 1999 compared to $70.9 million in the same period of 1998. This
sales decrease is due primarily to reduced shipments of titanium mill products
resulting from the strike at the Company's Niles, Ohio facility, partially
offset by increased average selling prices. Shipments of titanium mill products
were 2.2 million pounds in the first quarter of 1999 compared to 4.9 million
pounds for the same period in 1998. The decrease in mill product shipments
reflects the impact of a strike at the Company's largest production facility
which lasted the entire first quarter of 1999, together with a general softening
in demand for products used in aerospace applications. Average selling prices on
mill products in the first quarter of 1999 increased to $17.63 per pound from
$15.06 per pound in the first quarter of 1998. The increase in average selling
prices for mill products results primarily from a shift in product mix toward
higher value-added flat-rolled products when compared to 1998. Sales for the
Company's Fabrication and Distribution Group amounted to $30.2 million in the
three months ended March 31, 1999 compared to $18.1 million in the same period
of 1998. The primary reason for this increase is the addition of $11.7 million
of net sales from the Company's recently acquired subsidiaries, New Century
Metals, Inc. ("NCM") and Weld-Tech Engineering, L.P. ("Weld-Tech"). Both
companies were acquired during the fourth quarter of 1998.
GROSS PROFIT
Gross profit amounted to $13.3 million, or 19.7% of sales for the quarter
ended March 31, 1999 compared to a gross profit of $25.5 million or 28.6% for
the comparable 1998 period. The primary reason for this decrease is the impact
of reduced titanium mill product shipments resulting from the work stoppage at
the Company's Niles, Ohio plant referred to above, and the general softening in
demand for mill products used in aerospace applications.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses amounted to $6.0 million for
the quarter ended March 31, 1999 compared to $4.0 million for the same quarter
in 1998. This increase results primarily from the inclusion of the Company's
recently acquired subsidiaries NCM and Weld-Tech. Research, technical and
product development expenses amounted to $1.0 million in the first quarter of
1999 compared to $0.8 million in the first quarter of 1998.
OPERATING INCOME
Operating income for the three months ended March 31, 1999 amounted to $6.3
million, or 9.3% of sales compared to $20.7 million or 23.2% of sales in the
same period of 1998. This decrease resulted primarily from reduced profit
margins on mill products. The reduction in mill product profit margins resulted
primarily from lower shipping levels as a result of the work stoppage partially
offset by a shift in product mix to higher margin value-added flat roll
products.
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INCOME TAXES
In the first quarter of 1999, the Company recorded an income tax provision
of $2.2 million compared to a $6.1 million provision recorded in the first
quarter of 1998. The effective tax rate for the first quarter of 1999 was
approximately 37%. The effective tax rate for the first quarter of 1998 was
approximately 28%. The difference between the statutory tax rate of 35% and the
effective tax rate for the first quarter of 1998 was primarily due to
adjustments to the deferred tax asset valuation allowance as it related to
expected 1998 full year results.
OTHER INCOME
Other income for the first quarter of 1999 amounted to $0.3 million
compared to $0.5 million for the same period in 1998. This decrease resulted
primarily from reduced investment income on short-term securities.
NET INCOME
Net income for the quarter ended March 31, 1999 amounted to $3.7 million or
5.5% of sales, compared to $15.1 million or 16.9% of sales in the comparable
1998 period. The decrease in net income is due primarily to reduced profits from
the Company's titanium mill products business, resulting from significantly
decreased shipments when compared to the same period in 1998. The reduced
shipping levels resulted from a strike at the Company's primary production
facility which lasted the entire quarter as well as reduced overall demand for
mill products used in aerospace applications. First quarter 1999 results were
also adversely impacted by a higher overall effective tax rate when compared to
the first quarter of 1998.
OUTLOOK
Beginning in 1995, and continuing into early 1998, the U.S. titanium
industry experienced a significant increase in demand and pricing for titanium
mill products. This increase in demand resulted primarily from an unprecedented
increase in demand from the commercial aerospace markets. During the 1995-1997
period, most commercial airlines reported stronger operating profits. In order
to meet increasing passenger load demands and the need to replace older, less
efficient aircraft, commercial airlines placed orders for new and replacement
aircraft at near record levels, and the leading manufacturers of commercial
aircraft announced increased build and delivery rates for certain aircraft.
Because of the Asian financial crisis, production delays and difficulties at its
manufacturing facilities and uncertain global economic conditions which may
affect the demand for commercial aircraft, Boeing Commercial Airplane Group has
recently made a number of announcements reducing its forecasted production rates
on a number of aircraft models in the 1999-2000 time frame. Other aerospace
contractors have announced delivery delays and rescheduling resulting from the
Boeing announcements and, therefore, a need to adjust inventory requirements
downward from peak levels. The extent or duration of this inventory adjustment
period, and the amount of excess inventory in the procurement pipeline is
unknown. RMI has experienced some order cancellations and rescheduling of
orders. Volume and pricing of incoming orders has shown some softening
particularly in the forging products such as ingot and bloom. Demand and pricing
for RMI's core value-added products, alloy sheet and plate, while softening
somewhat, remain relatively strong. The slowing in the growth of commercial
aircraft build rates will impact the overall demand for titanium mill products
for at least the next two to three quarters. Based on currently available
information, the Company anticipates that U.S. titanium industry's total
shipments will decrease in 1999 from 1998 levels although the amount of decrease
cannot be accurately predicted. If worldwide economic conditions cause
commercial airlines to cancel or delay aircraft, titanium demand and pricing
could come under further pressure.
On February 2, 1998, RMI entered into an agreement with Boeing Commercial
Airplane Group whereby RMI will supply Boeing and its family of commercial
suppliers with up to 4.5 million pounds of titanium products annually. The
agreement, beginning in 1999, will have an initial term of five years and,
subject to review by the parties in the fourth year, could be extended for an
additional five years. Under the accord, Boeing will receive firm prices in
exchange for RMI receiving a minimum volume commitment of 3.25 million pounds
per year. Additionally, Boeing has restructured its purchasing process for basic
materials including
11
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titanium, centralizing procurement through a third-party agent. Because of this
restructuring, Boeing has only released a portion of the orders for its 1999
titanium requirements.
In another accord, RMI, through its French affiliate, Reamet, has been
chosen by Aerospatiale as the major supplier of the titanium flat rolled
products required for its Airbus programs beginning in 1999 and extending
through 2001. Requirements are principally for flat rolled products, including
value added cut-to-size shapes. Airbus has indicated that it expects to increase
its build rates over the next several years.
RMI has also been designated the sole supplier of titanium mill products
for the Air Force F-22 fighter being built by Lockheed Martin and Boeing. The
new contract, which begins this year, will continue through the life of the
program with approximately 339 aircraft forecast to be produced by the year
2012. The value of this contract could potentially total $340 million.
RMI has also been selected by military aircraft producers Boeing and
Northrop as the principal supplier of titanium alloy plate and alloy sheet
including just-in-time, cut-to-size products, for the C-17 Transport, F-15 Eagle
and the F/A-18 Hornet programs. The Hornet program includes the new E/F version
which utilizes considerably more titanium than earlier C/D models. The agreement
will begin with May 1999 requirements and runs through April 2001.
RMI has been named by B.F. Goodrich Aerospace Aerostructures Group, which
designs and manufactures engine nacelle systems for large commercial and
military aerospace applications, as its principal supplier of alloy sheet. RMI
also secured contracts with Contrucciones Aeronauticas S.A. (CASA) of Spain and
Daimler-Benz Aerospace AG of Germany for their alloy plate and sheet
requirements in connection with the Airbus and Eurofighter programs. All three
contracts, totaling more than $60 million, begin in 1999 and extend for a
minimum of three years.
Negotiations covering RMI's titanium 1999 sponge requirements and pricing
levels have been completed. In 1998 RMI purchased significant quantities of
titanium sponge at opportunistic prices. During the work stoppage referred to
below, RMI consumed very little sponge, electing instead to purchase ingot from
outside suppliers. As a result, the Company has significant quantities of sponge
on hand, and estimates that its 1999 sponge purchases will be significantly
reduced from 1998 levels. Additionally, because of reduced demand and an
abundant worldwide supply of titanium sponge, RMI expects lower sponge prices
for 1999. Due to the softening of demand for titanium mill products resulting
from reduced commercial aircraft build rates, overall demand for titanium scrap,
which accounts for approximately 40% of the Company's raw material requirements
has decreased. Because of increased supplies of titanium scrap, prices for scrap
have eased. Prices for the Company's alloying agents are closely tied to overall
demand. RMI believes that it has an adequate supply of raw materials available
from a number of different suppliers.
As a result of softening demand, the Company's total order backlog as of
March 31, 1999 was approximately $266 million, compared to $303 million at
December 31, 1998.
After the United Steelworkers of America and RMI failed to reach agreement
on a new contract covering the production and maintenance workers' clerical and
technical employees at its Niles, Ohio plant, a work stoppage commenced October
1, 1998. On April 9, 1999 a tentative agreement was reached on the terms of a
new four and one-half year contract. On April 12 the agreement was ratified
ending the six- and one-half month strike. The Niles plant is the Company's
largest production facility. During the work stoppage, operations at the plant
were conducted by management and salaried personnel at a rate of approximately
40-50% of normal production levels. First quarter 1999 results were adversely
impacted by the effects of the work stoppage. Because of the strike, RMI
estimates that its shipments of titanium mill products were reduced by
approximately 50% in the first quarter of 1999. Because of the time required to
complete an orderly recall of production and maintenance workers, it is unlikely
that a resumption to normal plant operating levels will be completed until mid
second quarter. This delay is likely to have a negative impact on second quarter
earnings as well as total year 1999 results, although the Company is currently
unable to quantify this impact on full-year results.
12
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
Net cash flows from operating activities totaled $11.6 million in the first
three months of 1999 compared to $16.1 million in the first three months of
1998. The change in net cash flows from operating activities in the first three
months of 1999 compared to the same period in 1998 was due primarily to reduced
results of operations partially offset by a reduction in working capital funding
requirements. The decrease in working capital funding resulted primarily from
decreases in inventory and accounts receivable partially offset by a reduction
in current liabilities. The Company's working capital ratio was 6.8 to 1 at
March 31, 1999.
During the first three months of 1999 and the comparable 1998 period, the
Company's cash flow requirements for capital expenditures were funded by cash
provided from operating activities.
The Company anticipates that it will be able to fund its 1999 working
capital requirements and its capital expenditures from funds generated by
operations. However, the Company may borrow funds under its credit facility to
supplement available cash resources as required. The Company's long-term
liquidity requirements, including capital expenditures, are expected to be
financed by a combination of internally generated funds, borrowings and other
sources of external financing if needed.
CREDIT AGREEMENT
Concurrent with the reorganization, RTI entered into a credit agreement
dated September 30, 1998 (the "Credit Facility"), to replace RMI's existing
credit facilities. The unsecured Credit Facility provides for $125 million
five-year and $25 million one-year borrowings, on a revolving basis, of up to
the lesser of $150 million or a borrowing base equal to the sum of 85% of
qualifying accounts receivable and 60% of qualifying inventory. At March 31,
1999 $36.5 million was outstanding under the facility. Under the terms of the
Credit Facility, the Company, at its option will be able to borrow at (a) a base
rate (which is the higher of PNC Bank's prime rate or the Federal Funds
Effective Rate plus 0.5% per annum), or (b) LIBOR plus a spread (ranging from
0.5% to 1.5%) determined by the ratio of the Company's consolidated total
indebtedness to consolidated earnings before interest, taxes, depreciation and
amortization.
ENVIRONMENTAL MATTERS
The Company is subject to environmental laws and regulations as well as
various health and safety laws and regulations that are subject to frequent
modifications and revisions. While the costs of compliance for these matters
have not had a material adverse impact on RMI in the past, it is impossible to
predict accurately the ultimate effect these changing laws and regulations may
have on the Company in the future.
At March 31, 1999, the amount accrued for future environment-related costs
were $3.5 million. Based on available information, RMI believes its share of
potential environmental-related costs, before expected contributions from third
parties, is in a range from $4.2 million to $7.0 million, in the aggregate. The
amount accrued is net of expected contributions from third parties (which does
not include any amounts from insurers) of approximately $2.1 million, which the
Company believes are probable. The Company has received contributions from such
third parties for a number of years as partial reimbursement for costs incurred
by the Company. As these proceedings continue toward final resolution, amounts
in excess of those already provided may be necessary to discharge the Company
from its obligations for these projects.
The ultimate resolution of these environmental matters could individually,
or in the aggregate, be material to the consolidated financial statements.
However, management believes that the Company will remain a viable and
competitive enterprise even though it is possible that these matters could be
resolved unfavorably.
CAPITAL EXPENDITURES
Gross capital expenditures the first three months of 1999 and 1998 amounted
to $5.6 and $5.3 million, respectively. The Company has anticipated capital
spending of approximately $30 million in 1999, including amounts for the
Enterprise Resource Planning ("ERP") software project referred to below, and the
completion of the Galt Alloys expansion, which together are expected to total
approximately $13 million.
13
<PAGE> 15
However, based upon a number of factors, including the work stoppage,
profitability, demand for the Company's products and conditions in the
commercial aerospace industry, the amount and or timing of capital spending
could be affected.
After completing an evaluation of future information technology needs and
growth, together with expanding requirements for additional decision making
tools, the Company decided to install an Enterprise Resource Planning software
system. Initially, the ERP will be installed at the Company's largest domestic
operations, and then eventually at all domestic and foreign operations. The
Company has purchased and begun installing the ERP system. A pilot program is up
and successfully running at one of the Company's distribution facilities.
Financial applications such as payroll and general ledger should be installed
and running by the fourth quarter at all major domestic locations. Other
applications covering operations and manufacturing functions are currently being
developed and should be implemented periodically throughout 1999.
NEW ACCOUNTING STANDARDS
In March 1998, the Accounting Standards Executive Committee of the AICPA
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." The principles established in
this statement are required to be applied to the Company's financial statements
in 1999. The provisions of this standard were adopted in the first quarter, but
did not have a material impact on financial position or results of operations.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement established standards of
accounting and reporting of derivative financial instruments. The standard is
required to be adopted in 2000. Management has not yet evaluated the impact this
standard will have on reported results of operations or financial position.
YEAR 2000 COMPLIANCE
This is a "Year 2000 readiness disclosure" as that term is defined in the
Year 2000 Information and Readiness Disclosure Act of 1998. Beginning in January
of 1996, the Company began to aggressively mange its computer software and
hardware to insure that the Year 2000 date change will not adversely impact is
business. The Company has and will continue to make certain investments in its
application software to ensure the Company is Year 2000 compliant. In addition,
the Company is monitoring the compliance efforts of entities with which it
interacts. The Company began modification of its internally developed
proprietary software in 1996 and currently estimates that approximately 90% of
this software has been modified and tested to make it Year 2000 compliant.
Modification of the balance is expected to be completed in the first half of
1999. In any event, many of the Company's internally generated software programs
are considered noncritical applications which can, if necessary, be performed
manually. Noninformation technology systems such as process control devices and
other automated equipment which may contain imbedded chips that could be
affected by the Year 2000 problem have been identified. Modifications to these
devices are underway, and the Company estimates that necessary modifications
will be completed during the first half of 1999. The Company has also contacted
its key vendors, suppliers and service providers to monitor their compliance
efforts. A follow-up has started with those third parties not responding to the
Company's original request. To the extent necessary, the Company has begun
identifying alternative suppliers. A survey of the Company's customers to assess
their Year 2000 readiness is currently underway. The Company estimates its costs
to inventory, assess, modify and test both its information and noninformation
technology requirements will be less than $1.0 million. These costs do not
include the ERP software.
The ERP system is certified to be Year 2000 compliant. The system will
replace certain existing software which has not and will not be restructured to
address the year-end change at December 31, 1999. For additional information,
see Capital Expenditures above.
The most likely worst case Year 2000 scenario would be the inability of
third party suppliers such as utilities, telecommunication suppliers, critical
material suppliers, and financial institutions to continue providing their goods
and services to the Company. The inability of these vendors to continue
supplying the Company could, in the absence of alternative sources, have a
possibly material adverse impact on the
14
<PAGE> 16
Company's operations and/or financial condition. The Company has identified
multiple alternative supply sources where possible. It is possible that Year
2000 problems arising either within the Company or with outside suppliers, could
prevent the Company from manufacturing or delivery products to its customers.
However, management does not believe these potential failures create any new or
unique breach of contract liabilities. The Company does not assume or provide
any guarantees or warranties for consequential damages for failure to deliver.
RTI believes it has allocated appropriate resources to identify and fix
Year 2000 problems; however, there can be no assurances that all Year 2000
problems will be identified and fixed in advance, and it is possible that some
Year 2000 problems could go undetected until after January 1, 2000.
This discussion of RTI's efforts and management's expectations relating to
the effect of Year 2000 compliance on operating results are forward looking
statements. RTI's ability to achieve Year 2000 compliance and the level of
incremental costs associated therewith could be adversely impacted by, among
other things, the availability and cost of programming and testing resources,
vendors' ability to modify proprietary software and unanticipated problems
identified in the ongoing compliance review. In addition, RTI has limited or no
control over the actions of proprietary software vendors and other entities with
which it interacts. Therefore, Year 2000 compliance problems experienced by
these entities could adversely affect the results of the Company.
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of stockholders was held on April 29, 1999. In
connection with the meeting, proxies were solicited pursuant to the Securities
Exchange Act. The following are the voting results on proposals considered and
voted upon at the meeting, all of which were described in the proxy statement.
1. All nominees for directors listed in the proxy statement were elected.
Listed below are the names of each director elected, together with their
individual vote totals.
<TABLE>
<CAPTION>
VOTES VOTES
FOR WITHHELD
---------- --------
<S> <C> <C>
Craig R. Andersson 17,620,760 142,396
Neil A. Armstrong 17,619,363 143,793
Daniel I. Booker 17,624,155 139,001
Ronald L. Gallatin 17,616,306 146,850
Charles C. Gedeon 17,607,092 156,064
Robert M. Hernandez 17,604,723 158,433
John H. Odle 17,625,320 137,836
Timothy G. Rupert 17,615,622 147,534
Wesley W. vonSchack 17,620,760 142,396
</TABLE>
2. PricewaterhouseCoopers LLP was elected as independent accountants for
1999: For, 17,703,838; against 23,524; abstained; 35,787.
3. Proposal to amend the Company's Articles of Incorporation to increase
the authorized number of Common Shares from 30,000,000 to 50,000,000. A
2/3 majority of all outstanding shares eligible to vote was required to
amend the Articles of Incorporation. 16,624,554 shares (82%) of the
outstanding shares) voted for and 1,095,399 shares (5% of the
outstanding shares) voted against the proposal. 43,143 shares abstained
from voting. The required 2/3 majority was obtained and the proposal was
approved.
15
<PAGE> 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
3.1 Amended and Restated Articles of Incorporation of the Company,
effective April 29, 1999, filed herewith.
3.2 Amended Code of Regulations of the Company, incorporated by reference
to Exhibit 3.3 to the Company's Registration Statement on Form S-4 No.
333-61935.
27 Financial Data Schedule
(b) On April 14, 1999, the Company filed a report on Form 8-K reporting Item
1., Changes in Control of Registrant, and Item 5., Other Events, End of
Work Stoppage.
16
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RTI INTERNATIONAL METALS, INC.
--------------------------------------
(Registrant)
Date: May 13, 1999
By: /s/ T. G. RUPERT
------------------------------------
T. G. Rupert
Executive Vice President & Chief
Financial Officer
17
<PAGE> 1
Exhibit 3.1
AMENDED AND RESTATED ARTICLES
OF
RTI INTERNATIONAL METALS, INC.
FIRST: The name of the Corporation shall be RTI International Metals,
Inc.
SECOND: The principal office of the Corporation in the State of Ohio is
to be located in the City of Niles, County of Trumbull.
THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The number of shares which the Corporation is authorized to
have outstanding is 55,000,000 shares of which 50,000,000 shall be common shares
with $.01 par value and 5,000,000 shall be preferred shares without par value.
A. The express terms of the preferred shares are as follows:
(1) Shares classified and designated as preferred shares shall
be entitled to voting rights as follows:
(a) Except as otherwise required by law or the
Articles of Incorporation of the Corporation, including
subparagraph A(1)(b) of this Article FOURTH, the holders of
the preferred stock, voting together as a class with the
holders of the common stock, shall be entitled to vote for the
election of directors and all other matters.
(b) During any period in which dividends on the
preferred stock are cumulatively in arrears in the amount of
six or more full quarterly dividends, the holders of the
preferred stock, voting together as a class, will have the
right to elect two directors which two directorships shall be
in addition to that number of directors then determined as
constituting the number of members of the Board of Directors
pursuant to the Regulations of the Corporation.
(2) The Board of Directors is authorized, subject to any
limitations prescribed by law and to the provisions of this Article
FOURTH, to adopt amendments to these Articles of Incorporation in
respect of any unissued or treasury shares of the preferred stock and
thereby to fix or change: the division of such shares into series and
the designation and authorized number of shares of each series; the
dividend or distribution rate; the dates of payment of dividends and
the dates, if any, from which they are cumulative; liquidation price;
redemption rights and price; sinking fund requirements; conversion
rights; and restrictions on the issuance of such shares or any series
thereof. In addition the Board of directors is hereby authorized to
similarly fix or change any or all other express terms in respect of
the preferred stock as may be permitted or required by law.
<PAGE> 2
(3) Upon the conversion of any shares of preferred stock the
stated capital of the corporation shall be reduced or increased in such
a manner and at such a rate so that the stated capital attributable to
any share issued upon the exercise of such conversion rights shall be
the same as other shares of its class and not the stated capital of the
share so converted.
(4) The holders of the shares of preferred stock, shall
receive dividends, when and as declared by the Board of Directors, out
of funds available for the payment of dividends, before any dividends
shall be paid on the shares of common stock. Such dividends shall be
payable at the rate per share per annum, and no more, and pursuant to
the other terms as shall have been fixed by the Board of Directors, and
no dividends shall be paid on the shares of common stock unless the
current dividends, and all the arrears of dividends, if any, on the
outstanding shares of the preferred stock shall have been made for the
payment thereof.
(5) In case of the dissolution or liquidation of the
Corporation, before any payment shall be made to the holders of the
common stock, the holders of the preferred stock shall be entitled to
be paid from the assets available thereof the liquidation price fixed
by the Board of Directors, and all accrued and unpaid dividends
thereon, but shall not be entitled to participate any further in the
distribution of the assets of the corporation.
B. There is established hereby a series of Serial Preferred
Stock that shall be designated Series A Junior Participating Preferred Stock
(hereinafter sometimes called "this Series" or the "Series A Junior
Participating Preferred Shares") and that shall have the terms set forth in this
Section B.
(1) The number of shares of this Series shall be
300,000.
(2) (a) The holders of record of Series A Junior Participating
Preferred Shares shall be entitled to receive, when and as declared by
the Directors in accordance with the terms hereof, out of funds legally
available for the purpose, cumulative quarterly dividends payable in
cash on the first day of January, April, July and October in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a Series A Junior Participating Preferred
Share or fraction of a Series A Junior Participating Preferred Share in
an amount per share (rounded to the nearest cent) equal to the greater
of (i) $1.00 per share or (ii) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all
cash dividends, and 100 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions (other than a
dividend payable in shares or Common Stock, or a subdivision of the
outstanding Common Stock (by reclassification or otherwise)), declared
on the Common Stock since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any Series A Junior Participating
Preferred Share or fraction of a Series A Junior Participating
Preferred Share. In the event the Company shall at any time declare or
pay any dividend on the Common Stock payable in Common Stock, or effect
a subdivision or combination or consolidation of the outstanding shares
of Common
<PAGE> 3
Stock (by reclassification or otherwise than by payment of a dividend
in Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of Series A
Junior Participating Preferred Shares were entitled immediately prior
to such event under clause (ii) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
(b) Dividends shall begin to accrue and be cumulative
on outstanding Series A Junior Participating Preferred Shares from the
Quarterly Dividend Payment Date next preceding the date of issue of
such Series A Junior Participating Preferred Shares, unless the date of
issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Shares entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. No dividends shall be paid
upon or declared and set apart for any Series A Junior Participating
Preferred Shares for any dividend period unless at the same time a
dividend for the same dividend period, ratably in proportion to the
respective annual dividend rates fixed therefor, shall be paid upon or
declared and set apart for all Serial Preferred Stock of all series
then outstanding and entitled to receive such dividend. The Board of
Directors may fix a record date for the determination of holders of
Series A Junior Participating Preferred Shares entitled to receive
payment of a dividend or distribution declared thereon, which record
date shall be no more than 40 days prior to the date fixed for the
payment thereof.
(3) The Series A Junior Participating Preferred Shares are not
redeemable.
(4) (a) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company
(hereinafter referred to as a "Liquidation"), no distribution shall be
made to the holders of shares of stock ranking junior (either as to
dividends or upon Liquidation) to the Series A Junior Participating
Preferred Shares, unless, prior thereto, the holders of Series A Junior
Participating Preferred Shares shall have received at least an amount
per share equal to one hundred times the then applicable Purchase Price
as defined in the Rights Agreement between the Company and its rights
agent, as the same may be from time to time amended in accordance with
its terms, pursuant to which holders of rights are entitled to purchase
a portion of Series A Junior Participating Shares, (the "Rights
Agreement") subject to adjustment from time to time as provided in the
Rights Agreement, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not earned or declared, to the
date of such payment, provided that the holders of shares of Series A
Junior Participating Preferred Shares shall be entitled to receive at
least an aggregate amount per share, subject to the provision for
adjustment hereinafter set
<PAGE> 4
forth, equal to 100 times the aggregate amount to be distributed per
share to holders of Common Stock (the "Series A Junior Participating
Preferred Shares Liquidation Preference").
(b) In the event, however, that the net assets of the
Company are not sufficient to pay in full the amount of the Series A
Junior Participating Preferred Shares Liquidation Preference and the
liquidation preferences of all other series of Serial Preferred Stock,
if any, which rank on a parity with the Series A Junior Participating
Preferred Shares as to distribution of assets in Liquidation, all
shares of this Series and of such other series of Serial Preferred
Stock shall share ratably in the distribution of assets (or proceeds
thereof) in Liquidation in proportion to the full amounts to which they
are respectively entitled.
(c) In the event the Company shall at any time
declare or pay any dividend on the Common Stock payable in
consolidation of the outstanding Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such case the
amount to which holders of Series A Junior Participating Preferred
Shares were entitled immediately prior to such event pursuant to the
proviso set forth in paragraph (a) above, shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(d) The merger or consolidation of the Company into
or with any other corporation, or the merger of any other corporation
into it, or the sale, lease or conveyance of all or substantially all
the property or business of the Company, shall not be deemed to be a
Liquidation for the purpose of this Section (4).
(5) The Series A Junior Participating Preferred Shares shall
not be convertible into Common Stock.
FIFTH: No holders of any class of shares of the Corporation shall have
any preemptive right to purchase or have offered to them for the purchase any
shares or other securities of the Corporation.
SIXTH: The Corporation may from time to time, pursuant to authorization
by the Directors and without action by the shareholders, purchase or otherwise
acquire shares of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Directors shall determine; subject,
however, to such limitation or restriction, if any, as is contained in the
express terms of any class of shares of the Corporation outstanding at the time
of the purchase or acquisition in question.
SEVENTH: The approval of holders of shares representing two-thirds of
the voting power of the Corporation and, if a class vote is otherwise required
by applicable law, approval of the
<PAGE> 5
holders of shares representing two-thirds of the voting power of any shares
voting separately as a class, shall be required to effect any amendment to the
Articles of Incorporation, a merger or consolidation if under Ohio law such
merger or consolidation would have to be submitted to the shareholders of the
Corporation for action, a sale or disposition of all or substantially all of the
assets of the Corporation or a dissolution of the Corporation. Notwithstanding
any provision of the Ohio Revised Code now or hereafter in force requiring for
any other purpose the vote, consent, waiver or release of the holders of the
shares entitling them to exercise two thirds, or any other proportion, of the
voting power of the Corporation or any class of classes of shares thereof, any
such other action, unless otherwise expressly required by statute or by these
Articles of Incorporation, may be taken by the vote, consent, waiver or release
of the holders of shares entitling them to exercise a majority of the voting
power of the Corporation or of such class or classes.
EIGHTH: The shareholders of the Corporation shall have no right to
cumulatively vote in the election of Directors of the Corporation.
NINTH: Any and every statute of the State of Ohio hereafter enacted,
whereby the rights, powers or privileges of corporations or of the shareholders
or corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation,
shall apply to the Corporation and shall be binding not only upon the
Corporation but upon every shareholder of the Corporation to the same extent as
if such statute had been in force at the date of filing these Articles of
Incorporation of the Corporation in the office of the Secretary of State of
Ohio.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001068717
<NAME> RTI INTERNATIONAL METALS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 17,457
<SECURITIES> 0
<RECEIVABLES> 58,944
<ALLOWANCES> 1,174
<INVENTORY> 162,803
<CURRENT-ASSETS> 250,838
<PP&E> 194,250
<DEPRECIATION> (113,448)
<TOTAL-ASSETS> 394,709
<CURRENT-LIABILITIES> 36,923
<BONDS> 0
0
0
<COMMON> 207
<OTHER-SE> 296,428
<TOTAL-LIABILITY-AND-EQUITY> 394,709
<SALES> 67,450
<TOTAL-REVENUES> 67,450
<CGS> 54,112
<TOTAL-COSTS> 61,159
<OTHER-EXPENSES> (332)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 683
<INCOME-PRETAX> 5,940
<INCOME-TAX> 2,198
<INCOME-CONTINUING> 3,742
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,742
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
