<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 SEPTEMBER 30, 2000.
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 November 1, 2000, 20,853,413 shares of common stock of the registrant
were outstanding.
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<PAGE> 2
RTI INTERNATIONAL METALS, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I--FINANCIAL INFORMATION............................... 2
Item 1. Consolidated Financial Statements:
Introduction to Consolidated Financial Statements...... 2
Consolidated Statement of Operations................... 3
Consolidated Balance Sheet............................. 4
Consolidated Statement of Cash Flows................... 5
Consolidated Statement of Changes in Shareholders'
Equity................................................ 6
Selected Notes to Consolidated Financial Statements.... 7
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition........................ 11
Item 3. Quantitative and Qualitative Disclosures about
Market Risk............................................... 17
PART II--OTHER INFORMATION.................................. 17
Item 4. Submission of Matters to a Vote of Security
Holders................................................... 17
Item 6. Exhibits and Reports on Form 8-K.................... 17
Signatures.................................................. 18
</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
<PAGE> 4
RTI INTERNATIONAL METALS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS
SEPTEMBER 30 ENDED SEPTEMBER 30
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales..................................... $ 61,723 $ 51,383 $ 195,576 $ 178,019
Operating costs:
Cost of sales............................. 53,089 47,884 167,256 153,409
Selling, general and administrative
expenses................................ 6,667 5,781 20,602 18,080
Research, technical and product
development expenses.................... 270 1,071 1,019 3,145
----------- ----------- ----------- -----------
Total operating costs................ 60,026 54,736 188,877 174,634
----------- ----------- ----------- -----------
Operating income (loss)................... 1,697 (3,353) 6,699 3,385
Other income-net (Note 5)................. 159 136 6,812 812
Interest expense.......................... 619 694 1,755 1,864
----------- ----------- ----------- -----------
Income (loss) before income taxes......... 1,237 (3,911) 11,756 2,333
Provision for (benefit from) income taxes
(Note 3)................................ 839 (1,428) 4,938 870
----------- ----------- ----------- -----------
Net income (loss)......................... $ 398 $ (2,483) $ 6,818 $ 1,463
=========== =========== =========== ===========
Net income (loss) per common share (Note
4):
Basic................................ $ 0.02 $ (0.12) $ 0.33 $ 0.07
=========== =========== =========== ===========
Diluted.............................. $ 0.02 $ (0.12) $ 0.32 $ 0.07
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic................................ 20,852,898 20,761,932 20,847,372 20,754,748
=========== =========== =========== ===========
Diluted.............................. 21,089,808 20,761,932 21,000,257 20,858,470
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
3
<PAGE> 5
RTI INTERNATIONAL METALS, INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 2,363 $ 3,664
Receivables--less allowance for doubtful accounts of
$1,425 and $1,454...................................... 55,252 56,050
Inventories, net (Note 6)................................. 158,226 175,783
Deferred income taxes..................................... 6,764 6,764
Other current assets...................................... 10,245 10,508
-------- --------
Total current assets................................... 232,850 252,769
Property, plant and equipment, net........................ 96,014 96,524
Deferred income taxes..................................... 2,274 2,274
Goodwill.................................................. 36,141 37,366
Other noncurrent assets................................... 11,426 11,310
-------- --------
Total assets........................................... $378,705 $400,243
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 12,096 $ 20,271
Accrued wages and other employee costs.................... 12,292 16,560
Other accrued liabilities................................. 5,783 6,764
-------- --------
Total current liabilities.............................. 30,171 43,595
Long-term debt (Note 8)..................................... 20,900 36,200
Accrued postretirement benefit cost......................... 19,785 19,383
Other noncurrent liabilities................................ 5,051 5,461
-------- --------
Total liabilities...................................... 75,907 104,639
-------- --------
Commitments and Contingencies (Note 5)
Shareholders' equity:
Common Stock, $0.01 par value, 50,000,000 shares
authorized; 20,943,715 and 20,860,599 shares issued and
20,851,415 and 20,798,299 outstanding.................. 208 208
Additional paid-in capital................................ 240,505 239,812
Deferred compensation..................................... (2,571) (2,660)
Treasury Stock, at cost; 92,300 and 62,300 shares......... (846) (440)
Accumulated earnings...................................... 65,502 58,684
-------- --------
Total shareholders' equity.................................. 302,798 295,604
-------- --------
Total liabilities and shareholders' equity............. $378,705 $400,243
======== ========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
4
<PAGE> 6
RTI INTERNATIONAL METALS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
-------------------
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 6,818 $ 1,463
Adjustment for items not affecting funds from operations:
Depreciation and amortization............................. 8,732 6,892
Other-net................................................. 646 839
CHANGES IN ASSETS AND LIABILITIES (EXCLUDING CASH):
Receivables................................................. 798 20,780
Inventories................................................. 17,557 (11,769)
Accounts payable............................................ (8,175) (1,853)
Other current liabilities................................... (5,249) 1,331
Other assets and liabilities................................ 125 844
-------- --------
Cash provided by operating activities................ 21,252 18,527
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (6,983) (22,130)
-------- --------
Cash used in investing activities.................... (6,983) (22,130)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of employee stock options........................ 136 19
Net borrowings and repayments under revolving credit
agreement.............................................. (15,300) 9,570
Repayment of notes payable................................ -- (16,000)
Treasury Common Stock repurchased......................... (406) --
-------- --------
Cash used in financing activities.................... (15,570) (6,411)
DECREASE IN CASH AND CASH EQUIVALENTS....................... (1,301) (10,014)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 3,664 11,075
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 2,363 $ 1,061
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest, net of amounts capitalized........ $ 2,159 $ 1,849
Cash paid for income taxes................................ $ 2,143 $ 518
Noncash financing activities Issuance of common stock for
restricted stock awards................................ $ 557 $ 1,261
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
5
<PAGE> 7
RTI INTERNATIONAL METALS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
ADDT'L.
SHARES COMMON PAID-IN DEFERRED TREASURY RETAINED COMPREHENSIVE
OUTSTANDING STOCK CAPITAL COMPENSATION STOCK EARNINGS TOTAL INCOME
----------- ------ -------- ------------ -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1999......................... 20,798,299 $208 $239,812 $(2,660) $(440) $58,684 $295,604
Shares issued for directors'
compensation................. 12,110 -- 166 (166) -- -- --
Shares issued for restricted
stock award plans............ 53,500 -- 391 (391) -- -- --
Compensation expense
recognized................... -- -- -- 646 -- -- 646
Treasury common stock purchased
at cost...................... (30,000) -- -- -- (406) -- (406)
Shares issued from exercise of
employee stock options....... 17,506 -- 136 -- -- -- 136
Net income..................... -- -- -- -- -- 6,818 6,818 $6,818
------
Comprehensive income........... -- -- -- -- -- -- -- $6,818
---------- ---- -------- ------- ----- ------- -------- ======
Balance at September 30,
2000......................... 20,851,415 $208 $240,505 $(2,571) $(846) $65,502 $302,798
========== ==== ======== ======= ===== ======= ========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
6
<PAGE> 8
RTI INTERNATIONAL METALS, INC.
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 1951. 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 6
3/4% notes (the "Notes") which were exchangeable in February, 2000, for
5,483,600 shares of RTI Common Stock owned by USX. On March 31, 1999, USX
announced that it terminated its ownership interest in the Company. USX
irrevocably deposited with Chase Manhattan Trust Company, NA ("Chase"), all of
the 5,483,600 shares of the Company's common stock it previously owned. The
deposit of the shares was in full satisfaction of the Notes. Chase was the
trustee under the note indenture and held the shares in trust for the benefit of
the holders of the Notes until the shares were exchanged for the Notes on the
maturity date.
On February 1, 2000, Chase delivered 5,483,000 of RTI common shares to the
note holders in exchange for the Notes.
NOTE 3--INCOME TAXES
In the nine months ended September 30, 2000, the Company recorded an income
tax expense of $4.9 million, or 42.0% of pre-tax income. The effective tax rate
for the nine month period ended September 30, 2000 of 42.0% exceeded the federal
statutory rate of 35% primarily as a result of state income taxes and non-
deductible goodwill amortization. The effective tax rate of 68% for the quarter
ended September 30, 2000 is the combination of the adjustment to bring the
nine-month provision up to the revised full-year estimated effective rate of 42%
plus the quarterly provision at the effective rate of 42%.
7
<PAGE> 9
NOTE 4--EARNINGS PER SHARE
A reconciliation of the income and weighted average number of outstanding
common shares used in the calculation of basic and diluted earnings per share
for the quarters and nine months ended September 30, 2000 and 1999 are as
follows (in thousands except number of shares and per share amounts):
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
-------------------------------- --------------------------------
NET EARNINGS NET EARNINGS
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
------- ---------- --------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
For the periods ended September
30, 2000
Basic EPS........................ $ 398 20,852,898 $ 0.02 $ 6,818 20,847,372 $ 0.33
Effect of potential common stock:
Stock options.................. -- 236,910 -- -- 152,885 (0.01)
------- ---------- ------ ------- ---------- ------
Diluted EPS...................... $ 398 21,089,808 $ 0.02 $ 6,818 21,000,257 $ 0.32
======= ========== ====== ======= ========== ======
For the periods ended September
30, 1999
Basic EPS........................ $(2,483) 20,761,932 $(0.12) $ 1,463 20,754,748 $ 0.07
Effect of potential common stock:
Stock options.................. -- -- -- -- 103,722 --
------- ---------- ------ ------- ---------- ------
Diluted EPS...................... $(2,483) 20,761,932 $(0.12) $ 1,463 20,858,470 $ 0.07
======= ========== ====== ======= ========== ======
</TABLE>
There were 110,565 shares of potential common stock excluded from the
denominator of the diluted earnings per share calculation for the three months
ended September 30, 1999 because their effect was anti-dilutive.
NOTE 5--COMMITMENTS AND CONTINGENCIES
In connection with the 1990 Reorganization, the Company agreed to indemnify
USX and Quantum against liabilities related to their ownership of RMI and its
immediate predecessor, Reactive Metals, Inc., which was formed by USX and
Quantum in 1964.
From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Given the
critical nature of many of the aerospace end uses for the Company's products,
including specifically their use in critical rotating parts of gas turbine
engines, the Company maintains aircraft products liability insurance of $250
million, which includes grounding liability.
Environmental Matters
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.
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 the Comprehensive Environmental
8
<PAGE> 10
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 current estimate of the cost of
remediation of Fields Brook is approximately $15 million.
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 September 30, 2000, the amount accrued for future environmental-related
costs were $2.6 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.
Gain Contingency
In 1999, RTI made claim against Boeing Commercial Airplane Group of
approximately $7 million for contractual amounts due in connection with the
terms of their long-term supply agreement. Under the terms of the contract,
Boeing was required to order a minimum of 3.25 million pounds of titanium during
1999. Actual shipments were less than one million pounds. This claim was treated
as a gain contingency under SFAS No. 5, "Accounting for Contingencies",
deferring the realization of income until Boeing satisfied the claim.
On April 26, 2000, Boeing satisfied the above mentioned contractual claim
for approximately $6 million. The financial impact of this settlement was
recorded in other income-net during the quarter ended June 30, 2000.
Other
The Company is also the subject of, or a party to, a number of other
pending or threatened legal actions involving a variety of matters incidental to
the business.
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 6--INVENTORIES:
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
<S> <C> <C>
Raw material and supplies................... $ 51,500 $ 65,468
Work-in-process and finished goods.......... 120,816 128,140
Adjustments to LIFO values.................. (14,090) (17,825)
-------- --------
$158,226 $175,783
======== ========
</TABLE>
9
<PAGE> 11
NOTE 7--SEGMENT REPORTING:
The Company's reportable segments are the Titanium Group and the
Fabrication and Distribution Group. Segment information for the nine-month and
quarterly periods ended September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
----------------- -------------------
2000 1999 2000 1999
------- ------- -------- --------
<S> <C> <C> <C> <C>
NET SALES:
Titanium
Trade............................................... $32,628 $26,611 $100,272 $ 91,012
Intersegment........................................ 11,058 10,209 38,100 28,351
------- ------- -------- --------
43,686 36,820 138,372 119,363
Fabrication and Distribution
Trade............................................... 24,893 20,134 82,995 73,303
Intersegment........................................ 71 1,004 269 1,004
------- ------- -------- --------
24,964 21,138 83,264 74,307
Other operations...................................... 4,202 4,638 12,309 13,704
Adjustments and eliminations.......................... (11,129) (11,213) (38,369) (29,355)
------- ------- -------- --------
Total net sales.................................. $61,723 $51,383 $195,576 $178,019
======= ======= ======== ========
OPERATING INCOME (LOSS):
Titanium............................................ $ 495 $ (838) $ 4,678 $ 4,847
Fabrication and distribution........................ 937 (2,782) 1,349 (2,724)
Other operations.................................... 265 267 672 1,262
------- ------- -------- --------
Total operating income (loss).................... 1,697 (3,353) 6,699 3,385
RECONCILIATION OF OPERATING INCOME (LOSS) TO REPORTED
INCOME (LOSS) BEFORE TAXES:
Other income--net................................... 159 136 6,812 812
Interest expense.................................... 619 694 1,755 1,864
------- ------- -------- --------
Reported income (loss) before taxes.............. $ 1,237 $(3,911) $ 11,756 $ 2,333
======= ======= ======== ========
</TABLE>
NOTE 8--CREDIT AGREEMENT
RTI entered into a credit agreement dated September 30, 1998 ("the Credit
Facility") to replace RMI's existing credit facilities. This agreement provided
for $125 million five-year and $25 million one-year borrowings, on an unsecured
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. Total borrowings were subject to a maximum leverage test in
accordance with the agreement.
On May 11, 2000, the Company amended the agreement reducing the $125
million facility to $100 million, terminating the $25 million facility,
increasing the leverage covenant, and increasing certain LIBOR borrowing spreads
by .25%. The Company can now borrow up to the lesser of $100 million or a
borrowing base equal to the sum of 85% of qualifying accounts receivable and 60%
of qualifying inventory.
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 .75% to 1.75%) determined by the ratio of the Company's
consolidated total indebtedness to consolidated earnings before interest, taxes,
depreciation and amortization. At September 30, 2000, the Company was in
compliance with all covenants under this agreement, and, under the leverage
covenant, had additional borrowing capacity of approximately $77.5 million. At
September 30, 2000, $20.9 million was outstanding under the facility.
10
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion and analysis may contain forward-looking
statements as defined by The Private Securities Litigation Reform Act of 1995.
As such, these statements are subject to the safe harbor provisions created by
that Act, and include statements regarding future sales, earnings, and
profitability, as well as other matters that are not historical facts. By their
nature, forward-looking statements involve risks and uncertainties. These risks
include competition in the domestic and international specialty metals
industries, the evolving role of e-commerce, future availability and pricing of
raw materials, demand for the Company's products, cyclicality of the aerospace,
chemical processing and energy industries, levels of defense spending,
difficulties associated with new market development, and global economic
conditions. These risks and uncertainties 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 previously described in the Company's
regular filings with the Securities and Exchange Commission, copies of which are
available from the SEC or may be obtained upon request from the Company.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
NET SALES
Net sales increased to $61.7 million for the three months ended September
30, 2000 compared to net sales of $51.4 million in the corresponding 1999
period. Sales for the Company's Titanium Group and Other operations amounted to
$36.8 million in the three months ending September 30, 2000 compared to $31.2
million in the same period of 1999. Titanium Group net sales increased as a
result of higher average realized prices and an increase in volume of mill
product shipments. Average net realized prices increased as product mix shifted
to higher priced products. Shipments of titanium mill products were 2.3 million
pounds in the third quarter of 2000 compared to 2.1 million pounds for the same
period in 1999. The increase in third quarter 2000 mill product shipments
reflects the lingering impact on the third quarter of 1999 of the six-month
strike at the Company's Niles, Ohio facility which ended April 12, 1999, as well
as increased shipments to companies in the Fabrication and Distribution Group
(intercompany). Average realized prices on mill products in the third quarter of
2000 increased to $15.90 per pound from $14.67 per pound in the third quarter of
1999. The increase in average realized prices for mill products results
primarily from an increase of higher value-added rolled products in product mix
when compared to 1999. Sales for the Company's Fabrication and Distribution
Group amounted to $24.9 million in the three months ended September 30, 2000
compared to $20.1 million in the same period of 1999. This increase reflects
continued improvements in demand in distribution sales in the United States and
Europe partially offset by a reduction in the oil and gas related businesses.
GROSS PROFIT
Gross profit amounted to $8.6 million, or 14.0% of sales for the quarter
ended September 30, 2000 compared to a gross profit of $3.5 million or 6.8% for
the comparable 1999 period. This increase reflects comparative increased profits
from oil and gas activities as a result of a $1.9 million charge relating to new
market development in 1999, increased sales at the Company's distribution
businesses, and improved profitability at the Company's newly expanded Galt
Alloys facility which incurred start up costs in the same period in 1999.
Increases in mill product shipments in 2000 from those affected by the strike by
the United Steelworkers of America at the company's Niles, Ohio facility in
1999, a favorable impact in product mix of higher value-added rolled mill
products, as well as the favorable impact of import duty drawback claims by RMI
to U.S. Customs contributed to the increase in gross profits. The increase was
partially offset by the devaluation of certain scrap inventories and increased
costs of production.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses amounted to $6.7 million for
the quarter ended September 30, 2000 compared to $5.8 million for the same
quarter in 1999. Research, technical and product development expenses amounted
to $0.3 million in the third quarter of 2000 compared to $1.1 million in the
third quarter of 1999. The increase in selling, general and administrative
expenses is essentially offset by the decrease in research,
11
<PAGE> 13
technical and product development expenses as costs incurred by RTI Energy
Systems shifted from product development to sales and administrative in nature.
OPERATING INCOME
Operating income for the three months ended September 30, 2000 amounted to
$1.7 million, or 2.7% of sales compared to a loss of $3.4 million in the same
period of 1999. This change consists of an increase in operating income from the
Titanium Group and Other operations of $1.3 million primarily due to improved
profitability at the Company's newly expanded Galt Alloys facility which
incurred start up costs in the same period of 1999, and an increase in mill
product shipments in 2000 from those affected by the strike by the United
Steelworkers of America at the Company's Niles, Ohio facility in 1999. A
favorable product mix of higher value-added rolled mill products, as well as the
favorable impact of import duty drawback claims by RMI to U.S. Customs
contributed to increased operating income. The change also reflects an increase
in operating income in the Fabrication and Distribution Group of $3.7 million as
distribution sales increased and losses were reduced in the oil and gas
businesses as a result of a $1.9 million charge relating to new market
development in 1999. The increase was partially offset by the devaluation of
certain scrap inventories and increased costs of production.
OTHER INCOME
Other income for the three months ended September 30, 2000 amounted to $0.2
million, or 0.3% of sales compared to $0.1 million, or 0.3% of sales in the same
period of 1999.
INTEREST EXPENSE
Interest expense for the three months ended September 30, 2000 amounted to
$0.6 million, or 1.0% of sales compared to $0.7 million, or 1.4% in the same
period of 1999.
INCOME TAXES
In the third quarter of 2000, the Company recorded an income tax provision
of $0.8 million compared to a $1.4 million credit recorded in the third quarter
of 1999. The effective tax rate for the third quarter of 2000 was approximately
68%. The effective tax rate for the third quarter of 1999 was approximately 37%.
The effective tax rate for the three month period ended September 30, 2000 of
68% was the result of a $0.3 million adjustment to reflect the increase in the
effective tax rate from 39%, which was the estimate through June 30, 2000, to
42% through September 30, 2000. The effective tax rate for the nine months ended
September 30, 2000 of 42% was greater than the Federal statutory rate of 35%
primarily due to state income taxes and non-deductible goodwill amortization.
NET INCOME
Net income for the quarter ended September 30, 2000 amounted to $0.4
million or 0.6% of sales, compared to a loss of $2.5 million in the comparable
1999 period. This increase reflects improvements in profitability at the
Company's distribution and Galt Alloys facilities, increased mill product
shipments in 2000 from those affected by the strike by the United Steelworkers
of America at the Company's Niles, Ohio facility on 1999, and favorable mix
changes from higher value-added rolled mill products. The favorable impact of
import duty drawback claims by RMI to U.S. Customs as well as reduced losses in
the energy sector due to the prior year $1.9 million charge related to new
market development also contributed to the increased net income. Partially
offsetting the increase in net income for the quarter was the devaluation of
certain scrap inventories, increased costs of production, and increased
provision for income taxes resulting from the adjustment to the full year
effective tax rate from 39% to 42% which was recorded during the third quarter.
12
<PAGE> 14
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
NET SALES
Net sales increased to $195.6 million for the nine months ended September
30, 2000 compared to net sales of $178.0 million in the corresponding 1999
period. Sales for the Company's Titanium Group and Other operations amounted to
$112.6 million in the first nine months of 2000 compared to $104.7 million in
the same period of 1999. The sales increase is due primarily to increased
shipments of titanium mill products. Shipments of titanium mill products were
7.5 million pounds in the first nine months of 2000 compared to 6.4 million
pounds for the same period in 1999. The increase in mill product shipments in
the first nine months of 2000 reflects the impact of the strike at the Company's
Niles, Ohio facility which lasted until April 12, 1999, as well as increased
shipments to companies in the Fabrication and Distribution Group (intercompany).
Average realized prices on mill products in the first nine months of 2000
decreased marginally to $16.11 per pound from $16.17 per pound in the first nine
months of 1999. The decrease in average realized prices for mill products
results primarily from an increase in product mix of lower value-added forged
products when compared to 1999. Sales for the Company's Fabrication and
Distribution Group amounted to $83.0 million in the nine months ended September
30, 2000 compared to $73.3 million in the same period of 1999. The primary
reason for this increase is increased shipments of the Company's distribution
products in the U.S. and Europe partially offset by a decrease in sales in the
oil and gas businesses.
GROSS PROFIT
Gross profit amounted to $28.3 million, or 14.5% of sales for the nine
months ended September 30, 2000 compared to a gross profit of $24.6 million or
13.8% for the comparable 1999 period. This increase primarily reflects reduced
losses on oil and gas activities as a result of a $1.9 million charge relating
to new market development in 1999, and an increase in mill product shipments in
2000 from those affected by the strike by the United Steelworkers of America at
the company's Niles, Ohio facility in 1999. Increased sales at the Company's
distribution companies, improved profitability at the Galt Alloys facilities, as
well as the favorable impact of import duty drawback claims by RMI to U.S.
Customs also contributed to increased gross profits. The increase was partially
offset by increased costs of production and the devaluation of certain scrap
inventories.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses amounted to $20.6 million for
the nine months ended September 30, 2000 compared to $18.1 million for the same
period in 1999. Research, technical and product development expenses amounted to
$1.0 million in the first nine months of 2000 compared to $3.1 million in the
first nine months of 1999. The increase in selling, general and administrative
expenses was essentially offset by the decrease in research, technical and
product development expenses as costs incurred by RTI Energy Systems have
shifted from product development to sales and administrative in nature. The
remainder of the increase in selling, general and administrative expense is
primarily due to one time separation benefit expense related to an executive
retirement in the first quarter of 2000.
OPERATING INCOME
Operating income for the nine months ended September 30, 2000 amounted to
$6.7 million, or 3.4% of sales compared to $3.4 million or 1.9% of sales in the
same period of 1999. This change consists of a decrease in operating income in
the Titanium Group and Other operations of $0.8 million. The decrease reflects
increased costs of production in the first nine months of 2000, and the
devaluation of certain scrap inventories, partially offset by an increase in
mill product shipments in 2000 from those affected by the strike by the United
Steelworkers of America at the company's Niles, Ohio facility in 1999, improved
profitability at the Galt Alloys facilities, as well as the favorable impact of
import duty drawback claims by RMI to U.S. Customs. The change also reflects an
increase in operating income in the Fabrication and Distribution Group of $4.1
million due to increases in sales and continuing cost reduction efforts at the
Company's distribution businesses.
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<PAGE> 15
OTHER INCOME
Other income for the nine months ended September 30, 2000 amounted to $6.8
million, or 3.5% of sales compared to $0.8 million, or 0.5% of sales in the same
period of 1999. The increase is primarily the result of the April 26, 2000
financial settlement of approximately $6.0 million between RTI and Boeing
Commercial Airplane Group whereby Boeing compensated RTI for its failure to meet
minimum order quantities during 1999 under terms of their long-term supply
agreement. The remainder of the increase reflects income on the sale of a
portion of RMI's now closed Ashtabula, Ohio facilities offset by reduced
investment income on short-term securities.
INTEREST EXPENSE
Interest expense for the nine months ended September 30, 2000 amounted to
$1.8 million, or 0.9% of sales compared to $1.9 million, or 1.0% of sales in the
same period of 1999.
INCOME TAXES
In the first nine months of 2000, the Company recorded an income tax
provision of $4.9 million compared to a $0.9 million provision recorded in the
first nine months of 1999. The effective tax rate for the first nine months of
2000 was approximately 42%. The effective tax rate for the first nine months of
1999 was approximately 37%. The effective tax rate for the nine-month period
ended September 30, 2000 of 42% was greater than the Federal statutory rate of
35% due to state income taxes and non-deductible goodwill amortization.
NET INCOME
Net income for the nine months ended September 30, 2000 amounted to $6.8
million or 3.5% of sales, compared to $1.5 million or 0.8% of sales in the
comparable 1999 period. This increase reflects the April 26, 2000 financial
settlement from Boeing related to its failure to meet 1999 minimum order
requirements under terms of a long-term agreement, improvements in profitability
at the Company's distribution and Galt Alloys companies and an increase in mill
product shipments in 2000 from those affected by the strike by the United
Steelworkers of America at the Company's Niles, Ohio facility in 1999. Reduced
losses in oil and gas activities as a result of a $1.9 million charge relating
to new market development in 1999, as well as the favorable impact of import
duty drawback claims by RMI to U.S. Customs also contributed to the favorable
change. Partially offsetting the increase in net income were increased costs of
production, the devaluation of certain scrap inventories and the increase in the
effective tax rate from 37% in 1999 to 42% in 2000.
OUTLOOK
Following announcements last year by Boeing of lower commercial aircraft
production rates for 2000 and 2001 due to lower demand, aerospace contractors
adjusted production to accommodate the lower rates from Boeing and adjusted
their inventories downward from peak levels in 1999. Since then, the titanium
industry has been in a cyclical downturn, characterized by reduced demand and
lower product pricing. Those conditions are expected to continue into 2001.
More recently, however, Boeing and Airbus have announced increased orders
and that they expect their production levels to be improved by 5% to 10% for
2001 and 2002. As a result, it is expected that excess inventories in the
commercial aerospace supply lines will be reduced to normal levels and market
conditions for titanium mill products will improve in 2001. In addition, the
Company believes that increased military spending and increased spending on oil
and gas exploration and production projects will further strengthen its
commercial markets. Based on currently available information the Company
anticipates that the U.S. titanium industry's total shipments in 2000 will
improve from 1999 levels and increase further in 2001, although the amount of
increase, if any, cannot be accurately predicted. If worldwide economic
conditions cause commercial airlines to cancel or delay aircraft orders,
titanium demand and pricing could remain under pressure. Longer term, aerospace
forecasters continue to project growth in revenue passenger miles and aircraft
demand, particularly in wider body aircraft which generally require more
titanium.
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<PAGE> 16
On January 28, 1998, RMI entered into an agreement with Boeing Commercial
Airplane Group whereby RMI would supply Boeing and its family of commercial
suppliers with up to 4.5 million pounds of titanium products annually. The
agreement, which began in 1999, has 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 receives firm prices in exchange for RMI
receiving a minimum volume commitment of 3.25 million pounds per year. If
volumes drop below the minimum commitment, the contract contains provisions for
financial compensation. In accordance with the agreement, a demand notice of
approximately $7.0 million was presented to Boeing Commercial Airplane Group for
such compensation since 1999 shipments amounted to only 900,000 pounds. On April
26, 2000, Boeing satisfied the above mentioned contractual claim for
approximately $6 million. The financial impact of this settlement was recorded
in other income-net during the quarter ended June 30, 2000. It is expected that
a similar payment will be sought under the contract in connection with 2000
shipments.
In another accord, RMI, through its French affiliate, Reamet, was chosen by
Aerospatiale as the major supplier of the titanium flat rolled products required
for its Airbus programs which began in 1999 and extends through 2001.
Requirements are principally for flat rolled products, including value added
cut-to-size shapes.
RMI is the designated sole supplier of titanium mill products for the Air
Force F-22 fighter being built by Lockheed Martin and Boeing. The contract began
in 1998 and 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 was also 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 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 began in May
1999 and runs through December 2003.
RMI is also the principal supplier of alloy sheet to B.F. Goodrich
Aerospace Aerostructures Group, which designs and manufactures engine nacelle
systems for large commercial and military aerospace applications. RMI has
contracts with Construcciones 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, with
potential revenues totaling $60 million, began in 1999 and extend through 2001.
RTI International Metals, Inc. was chosen by BAE Systems RO Defence UK to
supply the titanium components for the new XM-777 lightweight 155 mm Howitzer.
Delivery is expected to begin in 2003 and continue through 2010, with titanium
shipments beginning in 2001. Initial deliveries will be to the U.S. Marine
Corps, followed by deliveries to the U.S. Army and the Italian and British armed
forces. It is anticipated that over 800 guns will be produced. The value of this
contract could potentially exceed $100 million.
As a result of continuing softening aerospace demand, and the aerospace
inventory adjustments referred to above, the Company's total order backlog as of
September 30, 2000 was approximately $104 million, compared to $150 million at
December 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flows from operating activities totaled $21.3 million in the first
nine months of 2000 compared to $18.5 million in the first nine months of 1999.
The change in net cash flows from operating activities in the first nine months
of 2000 compared to the same period in 1999 was due primarily to an increase in
net income, partially offset by a slower rate of reductions in working capital.
Working capital was reduced in the first nine months of 2000 as the Company's
inventory reduction efforts resulted in a $17.6 million reduction and accounts
receivable were reduced by $.8 million primarily from energy business customers.
Partially offsetting these favorable impacts was a reduction in accounts payable
and other current liabilities of $13.4 million. The Company's working capital
ratio was 7.7 to 1 at September 30, 2000.
During the first nine months of 2000, the Company's cash flow requirements
for capital expenditures were funded with cash provided by operations. During
the comparable 1999 period, cash flow requirements for capital expenditures were
funded by cash provided from operating activities and borrowings under the
Company's unsecured credit facility.
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<PAGE> 17
The Company anticipates that it will be able to fund its 2000 capital
expenditures with funds generated by operations.
On September 9, 1999, RTI filed a universal shelf registration with the
Securities and Exchange Commission. This registration would permit RTI to issue
up to $100 million of debt and/or equity securities at an unspecified future
date. The proceeds of any such issuance could be utilized to finance
acquisitions, capital investments or other general purposes; however, RTI has
not issued any securities to date and has no immediate plans to do so.
CREDIT AGREEMENT
RTI entered into a credit agreement dated September 30, 1998 ("the Credit
Facility") to replace RMI's existing credit facilities. This agreement provided
for $125 million five-year and $25 million one-year borrowings, on an unsecured
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. Total borrowings were subject to a maximum leverage test in
accordance with the agreement.
On May 11, 2000, the Company amended the agreement reducing the $125
million facility to $100 million, terminating the $25 million facility,
increasing the leverage covenant, and increasing certain LIBOR borrowing spreads
by .25%. The Company can now borrow up to the lesser of $100 million or a
borrowing base equal to the sum of 85% of qualifying accounts receivable and 60%
of qualifying inventory.
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 .75% to 1.75%) determined by the ratio of the Company's
consolidated total indebtedness to consolidated earnings before interest, taxes,
depreciation and amortization. At September 30, 2000, the Company was in
compliance with all covenants under this agreement, and, under the leverage
covenant, had additional borrowing capacity of approximately $77.5 million. At
September 30, 2000, $20.9 million was outstanding under the facility.
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 the Company 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 September 30, 2000, the amount accrued for future environment-related
costs were $2.6 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 for the first nine months of 2000 and 1999
amounted to $7.0 and $22.1 million, respectively. The Company has anticipated
capital spending of approximately $10 million in 2000. Based upon a number of
factors, including 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.
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NEW ACCOUNTING STANDARDS
The FASB issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" in June 1998. SFAS No. 133 requires all derivatives to be
recognized as either assets or liabilities on the balance sheet and be measured
at fair value. Changes in such fair value will be recognized in income
immediately if the derivatives are deemed not to be effective hedges. SFAS No.
133 is effective for fiscal years beginning after June 15, 2000. The Company has
evaluated the requirements of SFAS No. 133 and has determined that the adoption
of this standard will not have a material impact on the consolidated financial
statements.
In December 1999, the staff of the SEC issued Staff Accounting Bulletin
("SAB") 101, "Revenue Recognition in Financial Statements." SAB 101 outlines the
basic criteria that must be met to recognize revenue, and provides guidelines
for disclosure related to revenue recognition policies. This guidance is
required to be implemented in the fourth quarter of 2000. The Company has
evaluated the requirements of SAB 101 and has determined that the adoption of
this standard will not have a material impact on the consolidated financial
statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information has not been included as it is not material to the Company.
PART II--OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the
Company, effective April 29, 1999, incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.
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
</TABLE>
(b) There were no reports on Form 8-K filed for the quarter ended September
30, 2000.
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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: November 13, 2000
By: /s/ L. W. JACOBS
------------------------------------
L. W. Jacobs
Vice President & Chief Financial
Officer
18
