UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010

 

OR

 

 

For the transition period from                 to                 

 

Commission File Number: 001-14437

 

 

RTI INTERNATIONAL METALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code:

(412) 893-0026

 

 

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 þ     No o

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

  Yes o     No o

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes o      No þ

 

 

Number of shares of the Corporation’s common stock (“Common Stock”) outstanding as of July 30, 2010 was 30,080,908.

 

 

RTI INTERNATIONAL METALS, INC AND CONSOLIDATED SUBSIDIARIES

 

As used in this report, the terms “RTI,” “Company,” “Registrant,” “we,” “our,” and “us,” mean RTI International Metals, Inc., its predecessors, and consolidated subsidiaries, taken as a whole, unless the context indicates otherwise.

 

 

INDEX

 

 

 

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)

(In thousands, except share and per share amounts)

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Consolidated Balance Sheets

(Unaudited)

 

(In thousands, except share and per share amounts)

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

(In thousands)

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Consolidated Statement of Comprehensive Income and Shareholders’ Equity

(Unaudited)

 

(In thousands, except share amounts)

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

 

The accompanying unaudited consolidated financial statements of RTI International Metals, Inc. and its subsidiaries (the “Company” or “RTI”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, these financial statements contain all of the adjustments of a normal and recurring nature considered necessary to state fairly 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.

 

The balance sheet at December 31, 2009 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Although the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these financial statements be read in conjunction with accounting policies and notes to consolidated financial statements included in the Company’s 2009 Annual Report on Form 10-K.

 

 

The Company is a leading producer and global supplier of titanium mill products and a manufacturer of fabricated titanium and specialty metal components for the international aerospace, defense, energy, and industrial and consumer markets. It is a successor to entities that have been operating in the titanium industry since 1951. The Company first became publicly traded on the New York Stock Exchange in 1990 under the name RMI Titanium Co. and the symbol “RTI”, and was reorganized into a holding company structure in 1998 under the name RTI International Metals, Inc.

 

The Company conducts business in three segments: the Titanium Group, the Fabrication Group, and the Distribution Group.

 

The Titanium Group melts, processes, and produces a complete range of titanium mill products which are further processed by its customers for use in a variety of commercial aerospace, defense, and industrial and consumer applications. With operations in Niles, Ohio; Canton, Ohio; and Hermitage, Pennsylvania; and a new facility under construction in Martinsville, Virginia, the Titanium Group has overall responsibility for the production of primary mill products including, but not limited to, bloom, billet, sheet, and plate. In addition, the Titanium Group produces ferro titanium alloys for its steel-making customers. The Titanium Group also focuses on the research and development of evolving technologies relating to raw materials, melting and other production processes, and the application of titanium in new markets.

 

The Fabrication Group is comprised of companies with significant hard-metal expertise that extrude, fabricate, machine, and assemble titanium and other specialty metal parts and components. Its products, many of which are complex engineered parts and assemblies, serve commercial aerospace, defense, oil and gas, power generation, medical device, and chemical process industries, as well as a number of other industrial and consumer markets. With operations located in Houston, Texas; Washington, Missouri; Laval, Canada; and a representative office in China, the Fabrication Group provides value-added products and services such as engineered tubulars and extrusions, fabricated and machined components and sub-assemblies, as well as engineered systems for deepwater oil and gas exploration and production infrastructure.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

The Distribution Group stocks, distributes, finishes, cuts-to-size, and facilitates just-in-time delivery services of titanium, steel, and other specialty metal products, primarily nickel-based specialty alloys. With operations in Garden Grove, California; Windsor, Connecticut; Sullivan, Missouri; Staffordshire, England; and Rosny-Sur-Seine, France; the Distribution Group is in close proximity to its wide variety of commercial aerospace, defense, and industrial and consumer customers.

 

Both the Fabrication Group and the Distribution Group utilize the Titanium Group as their primary source of titanium mill products.

 

 

In December 2009, the Company announced that it had indefinitely delayed the construction of its premium-grade titanium sponge production facility in Hamilton, Mississippi. The indefinite delay was identified as a triggering event for an asset impairment test. The Company reviewed the assets for recoverability and determined the assets were impaired. At the time, the Company had spent approximately $66.9 million related to the construction of the facility and had additional contractual commitments of approximately $7.8 million. The Company determined the fair value of the assets to be $5.8 million. As a result, the Company recorded an asset and asset-related impairment charge of $68.9 million in December 2009. These assets were not placed into service, therefore no depreciation expense related to them had been recognized. The $7.8 million of additional contractual commitments was recorded within other accrued liabilities within the Company’s Condensed Consolidated Balance Sheet at December 31, 2009.

 

During the three and six months ended June 30, 2010, the Company recorded asset and asset-related charges (income) totaling $(2.6) million and $(3.1) million, respectively. These amounts were comprised of the favorable settlement of several previously accrued contractual commitments resulting in recognition of income totaling $5.9 million and $6.4 million during the three and six months ended June 30, 2010, respectively, including $1.9 million of vendor refunds of which $1.0 million was received in cash and $0.9 was recorded as a receivable at June 30, 2010. Offsetting this income was a write-down of sponge-plant related assets totaling $1.4 million during the three and six months ended June 30, 2010, respectively, related to the settlement of these contractual obligations as the Company’s contractors were able to return these assets to their vendors for credit, thereby reducing the Company’s contractual liability. In addition, during the three and six months ended June 30, 2010, the Company recognized additional asset impairments totaling $1.9 million reflecting the decrease in the expected future cash flows of the sponge plant assets.

 

A summary of the status of the Company’s accrual for additional contractual commitments as of June 30, 2010, and the activity for the six months then ended is as follows:

 

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

 

 

Stock Options

 

A summary of the status of the Company’s stock options as of June 30, 2010, and the activity during the six months then ended, is presented below:

 

 

The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model based upon the assumptions noted in the following table:

 

 

The weighted-average grant date fair value of stock option awards granted during the six months ended June 30, 2010 was $12.99.

 

Restricted Stock

 

A summary of the status of the Company’s nonvested restricted stock as of June 30, 2010, and the activity during the six months then ended, is presented below:

 

 

The fair value of restricted stock grants was calculated using the market value of the Company’s Common Stock on the date of issuance. The weighted-average grant date fair value of restricted stock awards granted during the six months ended June 30, 2010 was $25.73.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

Performance Share Awards

 

A summary of the Company’s performance share award activity during the six months ended June 30, 2010 is presented below:

 

 

The fair value of the performance share awards granted was estimated by the Company at the grant date using a Monte Carlo model. The weighted-average grant-date fair value of performance shares awarded during the six months ended June 30, 2010 was $38.79.

 

 

Management evaluates the estimated annual effective income tax rate on a quarterly basis based on current and forecasted business levels and activities, including the mix of domestic and foreign results and enacted tax laws. This estimated annual effective tax rate is updated quarterly based upon actual results and updated operating forecasts. Items unrelated to current year ordinary income are recognized entirely in the period identified as a discrete item of tax. The quarterly income tax provision is comprised of tax on ordinary income at the most recent estimated annual effective tax rate, adjusted for the effect of discrete items.

 

For the six months ended June 30, 2010, the estimated annual effective tax rate applied to ordinary income was (52.1)% compared to a rate of 83.3% for the six months ended June 30, 2009. The negative effective tax rate is principally the result of the mix of foreign and domestic operating results and their relative tax rates. Although these factors are present in both years, the level of expected annual operating results in each period amplifies the rate impact and determines its direction in such period, resulting in a negative rate in 2010 and a positive rate in 2009. To the extent that actual 2010 results for the Company’s domestic and foreign subsidiaries varies from the estimates applied at the end of the most recent interim period, the actual provision for (benefit from) income taxes could differ materially from the forecasted amount used to estimated the tax provision for the six months ended June 30, 2010.

 

Inclusive of discrete items, the Company recognized a benefit from income taxes of $7,831, or (56.7)% of pretax income, and $3,002, or 69.2% of the pretax loss, for federal, state, and foreign income taxes for the six months ended June 30, 2010 and 2009, respectively. The current year-to-date benefit is expected to reverse in the second half of 2010 based on the Company’s most recent forecast. Discrete items totaling $638 increased the benefit from income taxes for the six months ended June 30, 2010 and were comprised of a $1.6 million charge associated with the recently enacted healthcare legislation with the remainder associated with adjustments to unrecognized tax benefits due to the effective settlement of an income tax examination and other immaterial items. Discrete items totaling $610 reduced the benefit from income taxes for the six months ended June 30, 2009 and were comprised primarily of adjustments to unrecognized tax benefits based upon data that became public during the period.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

 

 

Basic earnings per share was computed by dividing net income (loss) by the weighted-average number of shares of Common Stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income (loss) by the weighted-average of all potentially dilutive shares of Common Stock that were outstanding during the periods presented.

 

Actual weighted-average shares of Common Stock outstanding used in the calculation of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2010 and 2009 were as follows:

 

 

For the three and six months ended June 30, 2010, options to purchase 276,603 and 261,727 shares of Common Stock, at an average price of $46.61 and $47.82, respectively, have been excluded from the calculation of diluted earnings per share because their effects were antidilutive. For the three and six months ended June 30, 2009, options to purchase 417,715 and 493,220 shares of Common Stock, at an average price of $35.16 and $31.66, respectively, have been excluded from the calculations of diluted earnings per share because their effects were antidilutive.

 

 

Receivables are carried at net realizable value. Estimates are made as to the Company’s ability to collect outstanding receivables, taking into consideration the amount, the customer’s financial condition, and the age of the receivable. The Company ascertains the net realizable value of amounts owed and provides an allowance when collection becomes doubtful. Receivables are expected to be collected in the normal course of business and consisted of the following:

 

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

 

 

Inventories are valued at cost as determined by the last-in, first-out (“LIFO”) method for approximately 62% and 64% of the Company’s inventories as of June 30, 2010 and December 31, 2009, respectively. The remaining inventories are valued at cost determined by a combination of the first-in, first-out (“FIFO”) and weighted-average cost methods. Inventory costs generally include materials, labor, and manufacturing overhead (including depreciation). When market conditions indicate an excess of carrying cost over market value, a lower-of-cost-or-market provision is recorded. Inventories consisted of the following:

 

 

As of June 30, 2010 and December 31, 2009, the current cost of inventories exceeded their carrying value by $64,321 and $76,015, respectively. The Company’s FIFO inventory value is used to approximate current costs.

 

 

The Company does not amortize goodwill; however, the carrying amount of goodwill is tested, at least annually, for impairment. Absent any events throughout the year which would indicate a potential impairment has occurred, the Company performs its annual impairment testing during the fourth quarter.

 

While there have been no impairments during 2010, uncertainties or other factors that could result in a potential impairment in future periods include continued long-term production delays or a significant decrease in expected demand related to the Boeing 787 Dreamliner^® program, as well as any cancellation of one of the other major aerospace programs the Company currently supplies, including the Joint Strike Fighter program or the Airbus family of aircraft, including the A380 and A350XWB programs. In addition, the Company’s ability to ramp up its production of these programs in a cost efficient manner may also impact the results of a future impairment test.

 

Goodwill.  The carrying amount of goodwill attributable to each segment at December 31, 2009 and June 30, 2010 was as follows:

 

 

Intangibles.  Intangible assets consist of customer relationships as a result of the Company’s previous acquisitions. These intangible assets, which were valued at fair value, are being amortized over 20 years. In the event that long-term demand or market conditions change and the expected future cash flows associated with these assets is reduced, a write-down or acceleration of the amortization period may be required.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

There were no intangible assets attributable to our Titanium Group and Distribution Group at December 31, 2009 and June 30, 2010. The carrying amount of intangible assets attributable to our Fabrication Group at December 31, 2009 and June 30, 2010 was as follows:

 

 

Note 10—UNEARNED REVENUE:

 

The Company reported a liability for unearned revenue of $15,434 and $21,832 as of June 30, 2010 and December 31, 2009, respectively. These amounts primarily represent payments received in advance from commercial aerospace, defense, and energy market customers on long-term orders, which the Company has not recognized as revenues.

 

 

Other income for the three months ended June 30, 2010 and 2009 was $233 and $855, respectively. Other income for the six months ended June 30, 2010 and 2009 was $366 and $1,754, respectively. Other income consists primarily of foreign exchange gains and losses from international operations and fair value adjustments related to the Company’s foreign currency forward contracts. See Note 15 to the Company’s Condensed Consolidated Financial Statements for further information on the Company’s foreign currency forward contracts.

 

 

Components of net periodic pension and other post-retirement benefit cost for the three and six months ended June 30, 2010 and 2009 for those salaried and hourly covered employees were as follows:

 

 

 

From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of business. In the Company’s opinion, the ultimate liability, if any, resulting from these matters will have no significant effect on its Consolidated Financial Statements. 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 $350 million, which includes grounding liability.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

Tronox LLC Litigation

 

In connection with its now indefinitely delayed plans to construct a premium-grade titanium sponge production facility in Hamilton, Mississippi, in 2008, a subsidiary of the Company entered into an agreement with Tronox LLC (“Tronox”) for the long-term supply of titanium tetrachloride (“TiCl4”), the primary raw material in the production of titanium sponge. Tronox filed for Chapter 11 bankruptcy protection in January 2009. On September 23, 2009, a subsidiary of the Company filed a complaint in the United States Bankruptcy Court for the Southern District of New York against Tronox challenging the validity of the supply agreement. Tronox filed a motion to dismiss the complaint, and on February 9, 2010 the Bankruptcy Court issued an order granting the motion. The Company’s subsidiary has appealed the order, as it believes that its claims seeking termination and/or rescission of the supply agreement and companion ground lease on grounds of breach of warranty, nondisclosure, mistake and breach of duty of good faith and fair dealing are meritorious; however, due to the inherent uncertainties of litigation and because of the pending appeal, the ultimate outcome of the matter is uncertain. Pending the outcome of this litigation, management estimates that additional future contractual expenses could range from zero to approximately $36 million.

 

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 not possible to accurately predict the ultimate effect these changing laws and regulations may have on the Company in the future. The Company continues to evaluate its obligation for environmental-related costs on a quarterly basis and makes adjustments as necessary.

 

Given the status of the proceedings at certain of the Company’s sites and the evolving nature of environmental laws, regulations, and remediation techniques, the Company’s ultimate obligation for investigative and remediation costs cannot be predicted. It is the Company’s policy to recognize environmental costs in the financial statements when an obligation becomes probable and a reasonable estimate of exposure can be determined. When a single estimate cannot be reasonably made, but a range can be reasonably estimated, the Company accrues the amount it determines to be the most likely amount within that range.

 

Based on available information, the Company believes that its share of possible environmental-related costs is in a range from $826 to $2,298 in the aggregate. At June 30, 2010 and December 31, 2009, the amounts accrued for future environmental-related costs were $1,458 and $1,546, respectively. Of the total amount accrued at June 30, 2010, $203 is expected to be paid out within the next twelve months, and is included in the other accrued liabilities line of the balance sheet. The remaining $1,255 is recorded in other noncurrent liabilities. During the three and six months ended June 30, 2010, the Company made payments totaling $12 and $90 related to its environmental liabilities.

 

As these proceedings continue toward final resolution, amounts in excess of those already provided may be necessary to discharge the Company from its obligations.

 

Duty Drawback Investigation

 

The Company maintained a program through an authorized agent to recapture duty paid on imported titanium sponge as an offset against exports for products shipped outside the U.S. by the Company or its customers. The agent, who matched the Company’s duty paid with the export shipments through filings with U.S. Customs and Border Protection (“U.S. Customs”), performed the recapture process.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

Historically, the Company recognized a credit to Cost of Sales when it received notification from its agent that a claim had been filed and received by U.S. Customs. For the period January 1, 2001 through March 31, 2007, the Company recognized a reduction to Cost of Sales totaling $14.5 million associated with the recapture of duty paid. This amount represents the total of all claims filed by the agent on the Company’s behalf.

 

During 2007, the Company received notice from U.S. Customs that it was under formal investigation with respect to $7.6 million of claims previously filed by the agent on the Company’s behalf. The investigation relates to discrepancies in, and lack of supporting documentation for, claims filed through the Company’s authorized agent. The Company revoked the authorized agent’s authority and is fully cooperating with U.S. Customs to determine the extent to which any claims may be invalid or may not be supportable with adequate documentation. In response to the investigation noted above, the Company suspended the filing of new duty drawback claims through the third quarter of 2007. The Company is fully engaged and cooperating with U.S. Customs in an effort to complete this investigation in an expeditious manner.

 

Concurrent with the U.S. Customs investigation, the Company performed an internal review of the entire $14.5 million of drawback claims filed with U.S. Customs to determine to what extent any claims may have been invalid or may not have been supported with adequate documentation. As a result, the Company recorded charges totaling $10.5 million to Cost of Sales through December 31, 2009. No additional charges were recorded during the three or six months ended June 30, 2010.

 

These abovementioned charges represent the Company’s current best estimate of probable loss. Of this amount, $9.5 million was recorded as a contingent current liability and $1.0 million was recorded as a write-off of an outstanding receivable representing claims filed which had not yet been paid by U.S. Customs. Through December 31, 2009, the Company repaid to U.S. Customs $4.0 million for invalid claims. The Company made additional repayments totaling $0.4 million and $2.7 million during the three and six months ended June 30, 2010, respectively. As a result of these payments, the Company’s liability totaled $2.8 million as of June 30, 2010. While the Company’s internal investigation into these claims is complete, there is not a timetable of which it is aware for when U.S. Customs will conclude its investigation.

 

While the ultimate outcome of the U.S. Customs investigation is not yet known, the Company believes there is an additional possible risk of loss between $0 and $3.0 million based on current facts, exclusive of additional amounts imposed for interest, which cannot be quantified at this time. This possible risk of future loss relates primarily to indirect duty drawback claims filed with U.S. Customs by several of the Company’s customers as the ultimate exporter of record in which the Company shared in a portion of the revenue.

 

Additionally, the Company is exposed to potential penalties imposed by U.S. Customs on these claims. In December 2009, the Company received formal pre-penalty notices from U.S. Customs imposing penalties in the amount of $1.7 million. While the Company has the opportunity to negotiate with U.S. Customs to potentially obtain relief of these penalties, due to the inherent uncertainty of the penalty process, the Company has accrued the full amount of the penalties as of December 31, 2009. There was no change to the amount accrued for penalties during the six months ended June 30, 2010.

 

During the fourth quarter of 2007, the Company began filing new duty drawback claims through a new authorized agent. Claims filed through December 31, 2009 totaled $3.0 million. During the three and six months ended June 30, 2010, the Company filed additional claims totaling $1.6 million and $1.8 million, respectively. As a result of the open investigation discussed above, the Company has not recognized any credits to cost of sales upon the filing of these new claims. The Company intends to record these credits when payment is received from U.S. Customs until a consistent history of receipts against claims filed has been established.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

Other Matters

 

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 its business. The Company is of the opinion that the ultimate resolution of these matters will not have a material adverse effect on the results of the operations, cash flows, or the financial position of the Company.

 

 

The Company has three reportable segments: the Titanium Group, the Fabrication Group, and the Distribution Group.

 

The Titanium Group’s products consist primarily of titanium mill products and ferro titanium alloys. The mill products are sold to a customer base consisting primarily of manufacturing and fabrication companies in the supply chain for the commercial aerospace, defense, and industrial and consumer markets. Customers include prime aircraft manufacturers and their family of subcontractors including fabricators, forge shops, extruders, casting producers, fastener manufacturers, machine shops, and metal distribution companies. Titanium mill products are semi-finished goods and usually represent the raw or starting material for these customers who then form, fabricate, machine, or further process the products into semi-finished and finished parts.

 

The Fabrication Group is comprised of companies with significant hard-metal expertise that extrude, fabricate, machine, and assemble titanium and other specialty metal parts and components. Its products, many of which are complex engineered parts and assemblies, serve the commercial aerospace, defense, oil and gas, power generation, medical device, and chemical process industries, as well as a number of other industrial and consumer markets.

 

The Distribution Group stocks, distributes, finishes, cuts-to-size, and facilitates just-in-time delivery services of titanium, steel, and other specialty metal products, primarily nickel-based specialty alloys.

 

Both the Fabrication Group and the Distribution Group utilize the Titanium Group as their primary source of titanium mill products. Intersegment sales are accounted for at prices that are generally established by reference to similar transactions with unaffiliated customers. Reportable segments are measured based on segment operating income after an allocation of certain corporate items such as general corporate overhead and expenses. Assets of general corporate activities include unallocated cash and deferred taxes.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

A summary of financial information by reportable segment is as follows:

 

 

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

 

 

When appropriate, the Company uses derivatives to manage its exposure to changes in interest and exchange rates. The Company’s derivative financial instruments are recognized on the balance sheet at fair value. Changes in the fair value of derivative instruments designated as “cash flow” hedges, to the extent the hedges are highly effective, are recorded in other comprehensive income, net of tax effects. The ineffective portions of “cash flow” hedges, if any, are recorded into current period earnings. Amounts recorded in other comprehensive income are reclassified into current period earnings when the hedged transaction affects earnings. Changes in the fair value of derivative instruments designated as “fair value” hedges, along with corresponding changes in the fair values of the hedged assets or liabilities, are recorded in current period earnings.

 

As of June 30, 2010, the Company maintained several foreign currency forward contracts, with notional amounts totaling €403, that are used to manage foreign currency exposure related to equipment purchases associated with the Company’s ongoing capital expansion projects. These forward contracts settle throughout 2010. These forward contracts have not been designated as hedging instruments; therefore changes in the fair value of these forward contracts are recorded in current period earnings within other income (expense).

 

A summary of the Company’s derivative instrument portfolio as of June 30, 2010, is below:

 

 

The Company had no interest rate swaps as of December 31, 2009 or June 30, 2010.

 

 

For certain of the Company’s financial instruments and account groupings, including cash, short-term investments, accounts receivable, accounts payable, accrued wages and other employee costs, unearned revenue, other accrued liabilities, and long-term debt, the carrying value approximates the fair value of these instruments and groupings.

 

The Financial Accounting Standards Board (“FASB”) defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy prioritizes the inputs utilized in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data and which requires the Company to develop its own assumptions. The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including its cash equivalents.

 

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company’s foreign currency forward contracts are estimated utilizing the terms of the contracts and available forward pricing information. However, because these derivative contracts are unique and not actively traded, the fair values are classified as Level 2 estimates.

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

Listed below are the Company’s assets and liabilities, and their fair values, that are measured at fair value on a recurring basis as of June 30, 2010. There were no transfers between levels for the six months ended June 30, 2010.

 

 

As of June 30, 2010 the Company had no liabilities that were measured on a non-recurring basis.

 

Listed below are the Company’s assets, and their fair values, that are measured and recorded on a non-recurring basis as of June 30, 2010, and the losses recorded during the three and six months ended June 30, 2010 on those assets:

 

 

The Company determined the fair value of its sponge plant-related assets using Level 3 inputs. The fair values of these assets were determined based upon quoted scrap metal prices multiplied by the estimated weight of various metallic components of the assets.

 

 

The Company maintains a $225 million revolving credit facility under our Amended and Restated Credit Agreement (the “Credit Agreement”) which matures on September 27, 2012. The Company had no borrowings outstanding under the Credit Agreement during the six months ended June 30, 2010. Borrowings under the Credit Agreement bear interest at the option of the Company at a rate equal to the London Interbank Offered Rate (the “Libor Rate”) plus an applicable margin or a prime rate plus an applicable margin. In addition, the Company pays a facility fee in connection with the Credit Agreement. Both the applicable margin and the facility fee vary based upon the Company’s consolidated net debt to consolidated EBITDA, as defined in the Credit Agreement.

 

 

In January 2010, the FASB issued authoritative guidance to require new fair value measurement and classification disclosures, and to clarify existing disclosures. The guidance requires disclosures about transfers into and out of Levels 1 and 2 of the fair value hierarchy, and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. The guidance is effective for interim and annual periods beginning after December 15, 2009, with the exception that the Level 3 activity disclosure requirement

RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES

 

Condensed Notes to Consolidated Financial Statements

(Unaudited)

 

(In thousands, except share and per share amounts, unless otherwise indicated)

 

will be effective for interim periods for fiscal years beginning after December 15, 2010. The adoption of the revised guidance did not have an effect on the Company’s Consolidated Financial Statements.

 

In February 2010, the FASB issued authoritative guidance amending the disclosure requirements for events that occur after the balance sheet date but before financial statements are issued, eliminating the need to disclose the date through which subsequent events have been evaluated. The new guidance became effective upon issuance of the guidance on February 24, 2010. The adoption of the revised guidance did not have a material effect on the Company’s Consolidated Financial Statements.

 

 

On July 10, 2010, the Company entered into an amended and restated long-term procurement frame contract with Airbus. Under the terms of the contract, the Company has been selected as a supplier for A350 seat track extrusions through 2020 and has been awarded a five-year work package for A320 flap tracks. Additionally, the Company had provided Airbus flexibility under previously required volumes in 2010 and 2011 and accelerated the move to a market share arrangement where the Company will receive orders for a certain percentage of Airbus’ covered mill products.

 

Forward-Looking Statements

 

The following discussion should be read in connection with the information contained in the Consolidated Financial Statements and 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 is subject to the safe harbor created by that Act. Such forward-looking statements may be identified by their use of words like “expects,” “anticipates,” “intends,” “projects,” or other words of similar meaning. Forward-looking statements are based on expectations and assumptions regarding future events. In addition to factors discussed throughout this annual report, the following factors and risks should also be considered, including, without limitation:

 

 

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 in this filing, as well as in other filings filed with or furnished to 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. Except as may be required by applicable law, we undertake no duty to update our forward-looking information.

 

Overview

 

RTI International Metals, Inc. (the “Company,” “RTI,” “we,” “us,” or “our”) is a leading producer and global supplier of titanium mill products and a supplier of fabricated titanium and specialty metal components for the international aerospace, defense, energy, and industrial and consumer markets.

 

The Titanium Group melts, processes, and produces a complete range of titanium mill products which are further processed by its customers for use in a variety of commercial aerospace, defense, and industrial and consumer applications. With operations in Niles, Ohio; Canton, Ohio; and Hermitage, Pennsylvania; and the new facility under construction in Martinsville, Virginia, the Titanium Group has overall responsibility for the

production of primary mill products including, but not limited to, bloom, billet, sheet, and plate. In addition, the Titanium Group produces ferro titanium alloys for its steel-making customers. The Titanium Group also focuses on the research and development of evolving technologies relating to raw materials, melting and other production processes, and the application of titanium in new markets.

 

The Fabrication Group is comprised of companies with significant hard-metal expertise that extrude, fabricate, machine, and assemble titanium and other specialty metal parts and components. Its products, many of which are complex engineered parts and assemblies, serve the commercial aerospace, defense, oil and gas, power generation, medical device, and chemical process industries, as well as a number of other industrial and consumer markets. With operations located in Houston, Texas; Washington, Missouri; Laval, Canada; and a representative office in China, the Fabrication Group provides value-added products and services such as engineered tubulars and extrusions, fabricated and machined components and sub-assemblies, as well as engineered systems for deepwater oil and gas exploration and production infrastructure.

 

The Distribution Group stocks, distributes, finishes, cuts-to-size, and facilitates just-in-time delivery services of titanium, steel, and other specialty metal products, primarily nickel-based specialty alloys. With operations in Garden Grove, California; Windsor, Connecticut; Sullivan, Missouri; Staffordshire, England; and Rosny-Sur-Seine, France; the Distribution Group services a wide variety of commercial aerospace, defense, and industrial and consumer customers.

 

Both the Fabrication and Distribution Groups access the Titanium Group as their primary source of titanium mill products. For the three months ended June 30, 2010 and 2009, approximately 43% and 57%, respectively, of the Titanium Group’s sales were to the Fabrication and Distribution Groups. For the six months ended June 30, 2010 and 2009, approximately 40% and 55%, respectively, of the Titanium Group’s sales were to the Fabrication and Distribution Groups.

 

Trends and Uncertainties

 

Management believes that long-term demand indicators in the titanium industry, driven largely by significant backlog in the commercial aerospace market, remain strong as we move toward the middle of the decade. Recently announced build rate increases by Boeing and Airbus and a small increase in order activity in our titanium mill product business support that belief.

 

On July 20, 2010, we entered into an amended and restated long-term procurement frame contract with Airbus. Under the terms of the contract, we have been selected as a supplier for A350 seat track extrusions through 2020 and have been awarded a five year work package for A320 flap tracks. Additionally, we have provided Airbus flexibility under previously required volumes in 2010 and 2011 and accelerated the move to a market share arrangement to 2012 where we will receive orders for a certain percentage of Airbus’ covered mill products.

 

The effects of the cyclicality of the commercial aerospace market are still negatively impacting spot market demand and capacity utilization. Both the Boeing and Airbus supply chains continue to have relatively high inventories created by slower than anticipated production levels over the past two years. We do not expect this inventory overhang to dissipate until at least the end of 2011. That imbalance, together with the recently announced production schedule push out on the F-35, is contributing to significant near-term uncertainty until production levels increase.

Three Months Ended June 30, 2010 Compared To Three Months Ended June 30, 2009

 

Net Sales.  Net sales for our reportable segments, excluding intersegment sales, for the three months ended June 30, 2010 and 2009 were as follows:

 

 

An increase of 36% in shipments, offset by a 27% decrease in the average realized selling prices of prime mill products to our trade customers, resulted in a $0.2 million reduction in the Titanium Group’s net sales. The decrease in average realized selling prices was primarily due to the continued high proportion of sales under long-term agreements with lower contract pricing versus the comparable period in the prior year. Offsetting these impacts was a strengthening in ferro-alloy demand from the specialty steel industry which resulted in a $3.7 million increase in net sales.

 

The increase in Fabrication Group’s net sales was principally the result of a $5.7 million increase in sales to our energy market customers related to engineered components to support the containment of the oil spill in the Gulf of Mexico, as well as a $5.9 million increase in commercial aerospace sales primarily driven by the Boeing 787 Dreamliner^® Pi Box program. These sales increases were partially offset by declines in military programs such as the F-22 and C-17.

 

The decrease in the Distribution Group’s net sales was principally related to lower demand resulting from the continued slowdown in the commercial aerospace market which has resulted in higher levels of titanium inventory throughout the supply chain. The combination of lower demand and lower realized pricing for the Distribution Group’s titanium products resulted in a $13.1 million reduction in net sales. This decrease was slightly offset by an increase of $1.1 in net sales of the group’s specialty alloys products which was mostly due to increased volume.

 

Gross Profit (Loss).  Gross profit (loss) for our reportable segments for the three months ended June 30, 2010 and 2009 was as follows:

 

 

Excluding the $2.3 million charge in the prior year period associated with the U.S. Customs investigation of our previously filed duty drawback claims, gross profit for the Titanium Group decreased $5.2 million compared to the prior year. Lower average realized selling prices reduced gross profit by $8.4 million. Further, the Titanium Group’s gross profit was unfavorably impacted by $0.3 million due to lower sales of Titanium Group-sourced inventory by our Fabrication and Distribution Group businesses. These decreases were partially offset by a higher margin sales mix which increased gross profit by $3.0 million. Additionally, gross profit at the Titanium Group was favorably impacted $0.7 million due to higher ferro-alloy demand.

The increase in gross profit for the Fabrication Group was driven by the completion of several engineered components for our energy market customers to support the containment of the oil spill in the Gulf of Mexico and higher commercial aerospace volume, increasing gross profit by $7.9 million. In addition, corrective actions taken to improve manufacturing efficiencies allowed us to achieve higher margins on our energy market projects in the current period.

 

The decrease in gross profit for the Distribution Group was principally related to lower sales coupled with a decrease in average realized selling prices that exceeded our decline in product cost.

 

Selling, General, and Administrative Expenses.  Selling, general, and administrative expenses (“SG&A”) for our reportable segments for the three months ended June 30, 2010 and 2009 were as follows:

 

 

The $1.8 million increase in SG&A was primarily related to a $2.8 million increase in salaries and benefits in the current year compared to the prior year, partially offset by a reduction of $0.4 million in professional and consulting expenses. SG&A expense for the three months ended June 30, 2009 included the reversal of $2.2 million of incentive compensation accruals as a result of our decision to eliminate incentive compensation in 2009 in response to the challenging market conditions which existed at the time.

 

Research, Technical, and Product Development Expenses.  Research, technical, and product development expenses were $1.0 million and $0.5 million for the three month periods ended June 30, 2010 and 2009, respectively. This spending reflects our continued focus on productivity and quality enhancements to our operations.

 

Asset and Asset-Related Charges (Income).  Asset and asset-related charges (income) for the three months ended June 30, 2010 were ($2.6) million. Asset and asset-related charges (income) consist of favorable settlements related to the Company’s accrued contractual commitments at the Company’s indefinitely delayed sponge plant which were offset in part due to the write-down of sponge-plant-related assets related to these settlements as our contractors were able to return these assets to their vendors for refunds.

 

Operating Income (Loss).  Operating income (loss) for our reportable segments for the three months ended June 30, 2010 and 2009 was as follows: