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Form 10-Q/A
Amendment No. 1 to
Quarterly Report
on
Form 10-Q
for the Quarter ended
March 31, 1993
of
RMI TITANIUM COMPANY
Pursuant to Rule 126-15, promulgated under the Securities Exchange Act
of 1934, RMI Titanium Company hereby amends the following Item of its Quarterly
Report, so that, as amended, such Item reads as set forth herein.
Item 1
Item 2
2
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1994
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 1-10319
RMI TITANIUM COMPANY
(Exact name of registrant as specified in its charter)
OHIO 31-0875005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 WARREN AVENUE, NILES, OHIO 44446
(Address of principal executive offices)
(216) 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 April 15, 1994, 1,475,285 shares of common stock of the registrant were
outstanding.
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RMI TITANIUM COMPANY
FORM 10-Q
QUARTER ENDED MARCH 31, 1994
INDEX
PAGE
----
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements:
Introduction to Financial Statements............................................. 2
Consolidated Statement of Operations............................................. 3
Consolidated Balance Sheet....................................................... 4
Consolidated Statement of Cash Flows............................................. 5
Consolidated Statement of Shareholders' Equity................................... 6
Selected Notes to Financial Statements........................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................ 9
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders........................... 12
Item 6. Exhibits and Reports on Form 8-K.............................................. 12
Signatures............................................................................ 13
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PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION TO FINANCIAL STATEMENTS
The consolidated financial statements included herein have been prepared by
RMI Titanium Company (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.
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RMI TITANIUM COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31
----------------------
1994 1993
------- --------
Sales............................................................... $36,360 $ 32,134
Operating costs:
Cost of sales....................................................... 35,833 31,772
Selling, general and administrative expenses........................ 2,406 2,338
Research and development expenses................................... 337 383
------- --------
Total operating costs.......................................... 38,576 34,493
------- --------
Operating loss...................................................... (2,216) (2,359)
Other income--net................................................... 15 73
Interest expense.................................................... (728) (610)
------- --------
Loss before income taxes and cumulative effect of change in
accounting principle.............................................. (2,929) (2,896)
Provision for income taxes.......................................... -- 1
------- --------
Loss before cumulative effect of change in accounting principle..... (2,929) (2,897)
Cumulative effect of change in accounting principle................. (1,202) (16,938)
------- --------
Net loss............................................................ $(4,131) $(19,835)
======= ========
Net loss per common share: (Note 3)
Before cumulative effect of change in accounting principle..... $ (1.99) $ (1.98)
Cumulative effect of change in accounting principle............ (.81) $ (11.60)
------- --------
Net loss.................................................. $ (2.80) $ (13.58)
======= ========
Weighted average shares outstanding............................ 1,475,049 1,460,438
========= =========
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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RMI TITANIUM COMPANY
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
MARCH 31 DECEMBER 31
1994 1993
------------
(UNAUDITED)
----------
ASSETS
Current assets:
Cash and cash equivalents......................................... $ 348 $ 293
Receivables--less allowance for doubtful accounts of $1,219 and
$940........................................................... 29,096 29,940
Inventories....................................................... 60,851 57,492
Other current assets.............................................. 1,388 1,540
---------- ------------
Total current assets......................................... 91,683 89,265
---------- ------------
Property, plant and equipment, net of accumulated depreciation.... 53,487 54,956
Other noncurrent assets........................................... 8,671 8,250
---------- ------------
Total assets................................................. $153,841 $152,471
========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt................................. $ 120 $ 120
Accounts payable.................................................. 13,267 11,770
Accrued wages and other employee costs............................ 7,690 6,383
Other accrued liabilities......................................... 4,089 4,673
---------- ------------
Total current liabilities.................................... 25,166 22,946
---------- ------------
Long-term debt...................................................... 68,530 66,660
Other employee benefit liabilities.................................. 17,140 15,938
Noncurrent pension liabilities...................................... 17,056 17,056
Other noncurrent liabilities........................................ 2,010 2,010
---------- ------------
Total liabilities............................................ 129,902 124,610
---------- ------------
Contingencies (Note 5)..............................................
Shareholders' equity:
Preferred Stock, no par value; 5,000,000 shares authorized;
no shares outstanding.......................................... -- --
Common Stock, $0.01 par value; 30,000,000 shares authorized;
2,037,821 and 15,312,995 shares issued (Note 3)................ 15 153
Additional paid-in capital (Note 3)............................... 124,720 124,578
Retained deficit.................................................. (90,285) (86,154)
Deferred compensation............................................. -- (205)
Minimum pension liability adjustment.............................. (7,520) (7,520)
Treasury Common Stock at cost 562,536 shares...................... (2,991) (2,991)
---------- ------------
Total shareholders' equity.......................................... 23,939 27,861
---------- ------------
Total liabilities and shareholders' equity................... $153,841 $152,471
========== ============
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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RMI TITANIUM COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31
----------------------
1994 1993
------- --------
CASH PROVIDED FROM (USED IN) OPERATIONS:
Net loss............................................................. $(4,131) $(19,835)
Adjustment for items not affecting funds from operations:
Depreciation....................................................... 1,560 1,619
Cumulative effect of change in accounting principle................ 1,202 16,938
Other--net......................................................... 578 503
------- --------
(791) (775)
------- --------
Changes in assets and liabilities (excluding cash):
Receivables.......................................................... 565 (3,022)
Inventories.......................................................... (3,359) 3,888
Accounts payable..................................................... 1,497 (1,762)
Other current liabilities............................................ 633 18
Other assets......................................................... (97) (388)
Other--net........................................................... -- (185)
------- --------
(761) (1,451)
Cash used in operating activities............................. (1,552) (2,226)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of facilities................................... 7 --
Capital expenditures............................................... (98) (50)
Investment in joint venture........................................ (172) --
------- --------
Cash used in investing activities............................. (263) (50)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit agreements................................. 1,900 2,500
Debt repayments.................................................... (30) (30)
------- --------
Cash provided from financing activities............................ 1,870 2,470
------- --------
INCREASE IN CASH AND CASH EQUIVALENTS................................ 55 194
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..................... 293 270
------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........................... $ 348 $ 464
======= ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest (net of amounts capitalized)................ $ 738 $ 588
======= ========
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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RMI TITANIUM COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
(DOLLARS IN THOUSANDS)
MINIMUM
ADD'TL. TREASURY PENSION
SHARES COMMON DEFERRED PAID-IN RETAINED COMMON LIABILITY
OUTSTANDING STOCK COMPENSATION CAPITAL DEFICIT STOCK ADJUSTMENT
----------- ------ ------------ -------- --------- --------- ----------
Balance at December 31,
1992........................ 14,604,384 $152 $ (249) $124,306 $ (57,261) $(2,969) $ (677)
Compensation expense
recognized................. -- -- 245 -- -- -- --
Shares issued for Restricted
Stock Award Plans.......... 122,700 1 (201) 200 -- -- --
Shares issued in lieu of
Directors' compensation.... 35,439 -- -- 72 -- -- --
Treasury common stock
purchases-at cost.......... (12,064) -- -- -- -- (22) --
Minimum pension liability
adjustment................. -- -- -- -- -- -- (6,843)
Net loss..................... -- -- -- -- (28,893) -- --
----------- ------ ------ -------- --------- --------- ----------
Balance at December 31,
1993....................... 14,750,459 153 (205) 124,578 (86,154) (2,991) (7,520)
Compensation expense
recognized................. -- -- 205 -- -- -- --
One-for-ten reverse stock
split effective March 31,
1994 (Note 3).............. (13,275,414) (138) -- 138 -- -- --
Shares issued for Restricted
Stock Award Plans.......... 240 -- -- 4 -- -- --
Net loss..................... -- -- -- -- (4,131) -- --
----------- ------ ------ -------- --------- --------- ----------
Balance at March 31, 1994.... 1,475,285 $ 15 $ -- $124,720 $ (90,285) $(2,991) $ (7,520)
=========== ====== ====== ======== ========= ========= ==========
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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RMI TITANIUM COMPANY
SELECTED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1--GENERAL
The consolidated financial statements include the accounts of RMI Titanium
Company and its majority owned subsidiaries. All significant intercompany
transactions are eliminated. The Company's operations are conducted primarily in
one business segment, the production and marketing of titanium metal and related
products.
NOTE 2--ORGANIZATION
On April 20, 1990, Quantum Chemical Corporation ("Quantum") and USX
Corporation ("USX") transferred their 50% partnership interests in RMI Company
(the immediate predecessor of the Company) to the Company in exchange for shares
of the Company's common stock (the "Reorganization"). Concurrent with the
Reorganization, Quantum completed a sale of its shares of the Company's common
stock to the public. USX has retained its shares of the Company's common stock.
At March 31, 1994, approximately 51% of the Company's outstanding common stock
was owned by USX.
NOTE 3--REVERSE STOCK SPLIT
At its Annual Meeting of Shareholders held on March 31, 1994, the Company's
shareholders approved an amendment to the Articles of Incorporation of the
Company, effecting a one-for-ten reverse stock split. A Certificate of Amendment
to the Articles of Incorporation was filed with the Ohio Secretary of State on
March 31, 1994, and the reverse split became effective on that date. Pursuant to
the reverse split, each certificate representing shares of common stock
outstanding immediately prior to the reverse split is deemed to represent
one-tenth the number of shares outstanding immediately prior to the reverse
split. Per share and weighted average share amounts reported herein have been
retroactively restated to reflect the reverse split. Common Stock and additional
paid-in capital have also been adjusted at March 31, 1994 to reflect the reverse
split. Treasury Common Stock was not affected by the reverse split.
NOTE 4--NEW ACCOUNTING STANDARDS
Effective January 1, 1994 the Company adopted the provisions of Statement
of Financial Accounting Standards No. 112 ("SFAS 112"), "Employers' Accounting
for Postemployment Benefits." The results for the period ended March 31, 1994
reflect a one-time charge of $1.2 million representing the cumulative effect of
adopting the new standard. The liabilities pursuant to SFAS 112 relate
principally to workers compensation and will have no effect on cash flow.
Effective January 1, 1993 the Company adopted the provisions of Statement of
Financial Accounting Standards No. 106 ("SFAS 106") "Employers' Accounting for
Postretirement Benefits Other than Pensions." The results for the three months
ended March 31, 1993 reflect a one-time charge of $16.9 million representing the
cumulative effect of recognizing the entire SFAS 106 transition obligation.
Additionally, effective January 1, 1993 the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting
for Income Taxes." Prior to the adoption of SFAS 109, income tax expense was
determined under Statement of Financial Accounting Standards No. 96 ("SFAS 96"),
"Accounting for Income Taxes." Under the provisions of SFAS 109 and SFAS 96, no
tax benefits were recognized for the 1994 and 1993 pretax losses. The provision
for taxes in the first quarter of 1993 results from certain state income taxes.
NOTE 5--CONTINGENCIES
The Company is involved in investigative or cleanup projects under federal
or state environmental laws at a number of waste disposal sites, including a
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
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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. At March 31, 1994, the
amount accrued for future environmental-related costs was $2.9 million. Based
on available information, RMI believes its share of potential
environmental-related costs, before expected contributions from third parties,
will be in the range of $4.2-$6.1 million, in the aggregate. The amount accrued
is net of expected contributions from third parties (other than insurers) of
approximately $1.6 million, which the Company believes are probable. The
Company has been receiving contributions from such third parties for a number
of years as partial reimbursement for costs incurred by the Company. As these
proceedings continue toward final resolution, amounts in excess of those
already provided may be necessary to discharge the Company from its obligations
for these projects.
The Company is also the subject of, or a party to, a number of other
pending or threatened legal actions involving a variety of matters.
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:
(DOLLARS IN THOUSANDS)
MARCH 31, 1994 DECEMBER 31, 1993
-------------- ------------------
(UNAUDITED)
Raw material and supplies........................ $ 15,395 $ 18,366
Work-in-process and finished goods............... 58,481 52,151
Adjustments to LIFO values....................... (13,025) (13,025)
-------- --------
$ 60,851 $ 57,492
-------- --------
-------- --------
Inventories are valued at cost as determined by the last-in, first-out
(LIFO) method which, in the aggregate, is lower than market. Inventory costs
generally include materials, labor costs and manufacturing overhead (including
depreciation).
Included in work-in-process are costs relating to a drilling riser
contract, which is being accounted for as a long-term contract. Contract costs,
plus estimated earnings, less progress billings at March 31, 1994 and December
31, 1993 amounted to $4.0 million and $1.3, respectively.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion should be read in connection with the information
contained in the Consolidated Financial Statements and Selected Notes to
Financial Statements.
NET SALES
Net sales increased by $4.2 million, or 13%, for the three months ended
March 31, 1994 compared to the corresponding 1993 period. This increase is due
primarily to the recognition of $2.7 million in revenue under the titanium
drilling riser contract in 1994. Additionally, revenues under the Department of
Energy ("DOE") remediation and restoration contract increased by $1.1 million in
the first quarter of 1994, or 73%, from the same period in 1993. Sales of hot
formed parts and cut shapes during the first quarter of 1994 increased
approximately $.5 million or 15% from 1993 first quarter levels. Shipments of
titanium mill products increased slightly from first quarter 1993 shipments.
Because of a less favorable product mix and a continuation of intense price
competition, average selling prices on mill products in the first quarter of
1994 decreased by approximately 9% from 1993 first quarter levels; however, by
comparison to the fourth quarter of 1993, average selling prices on mill
products in the first quarter of 1994 increased approximately 2%. Overall demand
and pricing for titanium mill products remains weak.
GROSS PROFIT
Gross profit amounted to $.5 million for the quarter ended March 31, 1994
compared to a gross profit of $.4 million for the comparable 1993 period. The
1994 results were favorably impacted by the titanium drilling riser contract and
the DOE remediation and restoration contract.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses amounted to $2.4 million for
the quarter ended March 31, 1994 compared to $2.3 million in the first quarter
of 1993. Although the Company has achieved administrative cost reductions
through its cost containment measures, 1994 first quarter administrative costs
were adversely impacted by an additional charge of $.1 million resulting from
the recognition of deferred compensation expenses related to the early vesting
of awards previously granted under the Company's 1989 Employee Restricted Stock
Award Plan. Additionally, reimbursable administrative expenses associated with
the DOE remediation and restoration contract increased by $.1 million from 1993
first quarter levels. Research, technical and product development expenses
amounted to $.3 million in the first quarter of 1994 compared to $.4 million in
the first quarter of 1993.
OPERATING LOSS
The operating loss for the three months ended March 31, 1994 and 1993
amounted to $2.2 million and $2.4 million, respectively.
NET LOSS
Because of increased overall interest rates and a higher level of
borrowings, interest expense increased to $.7 million in the first quarter of
1994 from $.6 million in 1993.
Net income for the 1994 first quarter reflects a one-time charge of $1.2
million resulting from the cumulative effect of adopting SFAS No. 112. The
comparable 1993 period reflects a one-time charge of $16.9 million representing
the cumulative effect of SFAS No. 106.
Including the remainder of the titanium drilling riser contract, the
Company's total order backlog as of March 31, 1994 was approximately $70
million, compared to $71 million at December 31, 1993. As a result of soft
demand and competitive pressures, the average selling prices on incoming orders
for mill products have decreased over the last several years. The Company
believes a number of factors are responsible for this situation. Among these
factors are aggressive international competition, declining military spending,
lack of commercial airline profits, and an uncertain world economy. Many
aerospace contractors have adopted just-in-time inventory practices or have
demanded significantly shorter lead times. Additionally, contractors are waiting
until the last minute to place orders in an effort to obtain the best possible
pricing. The titanium
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industry is also suffering from excess production capacity, which has
intensified price competition for available business. The Company is currently
unable to accurately predict when demand on prices for its products will
improve. Any improvement will be dependent on increased commercial aerospace
activity and new market applications.
LIQUIDITY AND CAPITAL RESOURCES
Working capital amounted to $66.5 million at March 31, 1994 compared to
$66.3 million at December 31, 1993.
For the quarter ended March 31, 1994, the Company's cash flow requirements
for operating losses, capital spending and working capital needs were funded
primarily through borrowings under the Company's revolving credit facility.
The Company has reached agreement with the participating banks, subject to
completion of documentation, on the terms of an amendment to the $75 million
revolving credit facility. The amendment would establish new financial covenants
and relate the maximum amount of credit available under the facility to a
borrowing base formula. Under the facility, as amended, the Company could borrow
up to the lesser of $75 million or an amount equal to the sum of the products of
the aggregate value of each of various categories of collateral and an advance
rate established by the banks for each category of collateral, plus an available
overadvance. Based on the values of collateral at March 31, 1994, the Company
will be able to borrow the entire $75 million available under the amended
facility. The amended facility will contain a covenant to maintain a minimum
balance of total shareholders' equity as of June 30, 1994 and at all times
thereafter, based on the balance of total shareholders' equity at December 31,
1993, as adjusted for new cash equity investments as a result of the Rights
Offering and certain noncash charges to equity resulting from the application of
certain mandated accounting standards and other matters. In addition, an event
of default would occur if RMI does not receive cash equity investments as a
result of the Rights Offering by July 29, 1994 of at least $14.7 million. Also
under the existing credit facility, as amended, if USX were to cease to
beneficially own at least 48% of the Company's voting equity securities, the
terms of the facility would be subject to renegotiation and, in such event,
failure by the Company and the banks to reach agreement on appropriate
amendments to the facility could constitute an event of default.
The Company has also received from the banks which are parties to the
existing credit facility a separate commitment to enter into a second revolving
credit facility providing for up to $15 million of borrowings, in addition to
amounts available under the amended existing credit facility. The second
facility would permit borrowings up to the lesser of $15 million or an amount
determined pursuant to a borrowing base formula substantially similar to that
used for the amended existing credit facility, but which would include only
certain collateral related to, or arising out of, the Company's export sales.
Prior to any borrowings, the Company would be required to receive the $14.7
million cash equity investments described above. The $15 million revolving
credit facility is conditioned upon obtaining a guarantee by the Export Import
Bank of the United States of amounts outstanding thereunder. The Company has
applied to the Export Import Bank for such a guarantee. Continued losses from
operations could result in noncompliance with the minimum total shareholders'
equity covenant of the Existing Credit Facility, as amended. If the Company
were unable to comply with any covenant in either of the credit facilities, the
Company might not be able to borrow additional amounts thereunder, and the
banks which are parties to the two credit facilities could demand payment of
all amounts outstanding thereunder. In the event the banks would demand payment
of such amounts, the Company would be required to seek alternative financing.
RMI has no committments or other understandings with respect to any such
alternative financing.
At March 31 1993 the Company had borrowings of $67.5 million outstanding
under the existing revolving credit facility, compared to $65.5 at December 31,
1993.
In order to adequately finance development of the new markets while meeting
its current liquidity requirements, the Board of Directors has determined that
the Company should seek to raise up to $30 million. The Company currently
intends to raise this amount through a rights offering to shareholders. In
contemplation of the rights offering, the Board of Directors of the Company
sought shareholders' approval at the Annual Meeting of Shareholders to amend the
Articles of Incorporation of the Company to effect a one-for-ten reverse stock
split.
The reverse split proposal was approved by an affirmative vote of
approximately 90% of the outstanding shares. A Certificate of Amendment to the
Articles of Incorporation was filed with the Ohio Secretary of State on March
31, 1994, and the reverse split became effective on that date. Pursuant to the
reverse split, each certificate representing shares of common stock outstanding
immediately prior to the reverse split is deemed to represent one-tenth the
number of shares outstanding immediately prior to the reverse split.
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The Company is involved in investigative or cleanup projects under federal
or state environmental laws at a number of waste disposal sites including a
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,
including $2.7 million in 1991. These provisions are in addition to amounts
which have previously been accrued for the Company's share of environmental
study costs. At March 31, 1994, the amount accrued for future
environment-related costs was $2.9 million. Based on available information, RMI
believes its share of potential environmental-related costs, before expected
contributions from third parties, will be in the range of $4.2-$6.1 million, in
the aggregate. The amount accrued is net of expected contributions from third
parties (other than insurers) of approximately $1.6 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 it obligations for these projects. In 1992, the EPA proposed a $1.4
million civil penalty for alleged failure to comply with RCRA. The Company is
contesting the complaint. Based on the preliminary nature of the proceeding the
Company is currently unable to determine the ultimate liability, if any, that
may arise from this matter.
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 for the three months ended March 31, 1994 and March
31, 1993 amounted to $.1 million in each period. The Company has budgeted
capital spending of approximately $1.0 million for the year 1994, which is
comparable to actual spending for the year 1993. Although reduced in order to
conserve cash, the Company's capital spending levels are adequate to maintain
its facilities while continuing to improve product quality. In addition, during
the quarter ended March 31, 1994, the Company invested $.2 million in its
Norwegian joint venture.
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PART II--OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The registrant's 1994 Annual Meeting of Shareholders was held March 31,
1994.
(c) The registrant's shareholders voted, among other matters, upon a proposal to
amend the registrant's Articles of Incorporation to effect a one-for-ten
reverse stock split. A total of 13,272,407 affirmative votes and 527,672
negative votes were cast on the proposal, with 73,031 abstentions,
resulting in adoption of the proposal.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
None.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the quarter ended March 31,
1994.
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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.
RMI TITANIUM COMPANY
--------------------------------------
(Registrant)
Date: April 22, 1994 /s/ T. G. RUPERT
By: ____________________________________
T. G. Rupert
Senior Vice President and Chief
Financial Officer
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