UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 2005
TITANIUM METALS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-28538 13-5630895
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1999 Broadway, Ste. 4300, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 296-5600
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in its press
release issued on August 1, 2005, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information, including the exhibit, the registrant furnishes in this
report is not deemed "filed" for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Registration statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this information by
reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1 Press Release dated August 1, 2005, issued by the registrant.
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 hereunto duly authorized.
TITANIUM METALS CORPORATION
(Registrant)
/s/ Matthew O'Leary
Matthew O'Leary
Corporate Attorney and Assistant Secretary
Date: August 1, 2005
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated August 1, 2005, issued by the registrant.
EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT:
Titanium Metals Corporation Bruce P. Inglis
1999 Broadway, Suite 4300 Vice President - Finance and
Denver, Colorado 80202 Corporate Controller
(303) 296-5600
TIMET REPORTS NET INCOME FOR THE SECOND QUARTER 2005
DENVER, COLORADO . . . August 1, 2005 . . . Titanium Metals Corporation
("TIMET" or the "Company") (NYSE: TIE) reported operating income of $36.9
million and net income attributable to common stockholders of $33.6 million, or
$1.63 per diluted share, for the quarter ended June 30, 2005, compared to
operating income of $8.5 million and net income attributable to common
stockholders of $3.4 million, or $0.21 per diluted share, for the quarter ended
June 30, 2004. The 2004 amounts have been restated for the effects of the
Company's previously reported change in its method for inventory costing.
The Company's net sales increased 48% to $183.7 million during the second
quarter of 2005 compared to net sales of $124.1 million during the year-ago
period, due to increases in both average selling prices and sales volumes. Mill
product average selling prices increased 27% and melted product average selling
prices increased 30% during the second quarter of 2005, compared to the year-ago
period. Mill product sales volume increased 15% while melted product sales
volume increased 1% during the second quarter of 2005, compared to the year-ago
period. Other non-mill product sales increased 73% compared to the year ago
period due principally to higher selling prices for titanium scrap and improved
demand for the Company's fabrication products. Such sales accounted for $6.7
million of additional operating income during the second quarter of 2005, as
compared to the year ago period.
Operating income during the second quarter of 2005 was adversely impacted
by higher costs for raw materials and $2.5 million of additional costs related
to the accrual of certain performance-based employee incentive compensation
payments, as compared to the year ago period.
During the third quarter of 2004, the Company modified its method of
calculating its backlog to include purchase orders under consignment
relationships. The Company believes inclusion of these orders provides a more
accurate reflection of the Company's overall backlog. Using the modified
methodology for all periods, the Company's backlog at the end of June 2005 was
$580 million, a $90 million (18%) increase over the $490 million backlog at the
end of March 2005 and a $260 million (81%) increase over the $320 million
backlog at the end of June 2004.
The Company's results in the second quarter of 2005 also include a $13.9
million pre-tax non-operating gain ($9.6 million, net of income taxes) related
to the previously reported sale of certain property. In addition, the Company's
results in the first six months of 2005 includes an aggregate $35.6 million
($5.7 million in the second quarter) income tax benefit related to the reversal
of the Company's deferred income tax asset valuation allowance in the U.S. and
the U.K.
The Company's aggregate unused borrowing availability under its U.S. and
European credit agreements approximated $110 million at June 30, 2005.
J. Landis Martin, Chairman and CEO, said, "We are pleased to report another
solid quarter for TIMET. We continue to benefit from higher average selling
prices for both melted and mill products, driven by increased customer demand
for titanium across all markets. We also continue to believe that we are in the
early stages of this business cycle and expect the current upward trend to
continue through 2006 and beyond."
This release contains forward-looking statements. These statements are
based on management's beliefs and assumptions based on currently available
information and are subject to uncertainty and changes in circumstances. Actual
results may differ materially from those projected in the forward-looking
statements. Additional information concerning factors that could cause actual
results to differ materially from those projected in the forward-looking
statements is contained in TIMET's filings with the Securities and Exchange
Commission.
TIMET, headquartered in Denver, Colorado, is a leading worldwide producer
of titanium metal products. Information on TIMET is available on its website at
www.timet.com.
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TITANIUM METALS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share and product shipment data)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
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2005 2004 2005 2004
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(restated) (restated)
Net sales $ 183.7 $ 124.1 $ 339.0 $ 244.6
Cost of sales 135.8 107.1 262.2 214.8
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Gross margin 47.9 17.0 76.8 29.8
Selling, general, administrative and development expense 13.0 11.2 25.3 20.7
Other income (expense), net 2.0 2.7 4.8 2.6
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Operating income 36.9 8.5 56.3 11.7
Interest expense 0.9 4.1 1.6 8.4
Other non-operating income (expense), net 15.4 0.2 16.2 0.9
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Pretax income 51.4 4.6 70.9 4.2
Income tax expense (benefit) 13.3 0.8 (9.5) 1.3
Minority interest, net of tax 1.2 0.4 2.1 0.7
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Net income 36.9 3.4 78.3 2.2
Dividends on Series A Convertible Preferred Stock 3.3 - 6.6 -
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Net income attributable to common
stockholders $ 33.6 $ 3.4 $ 71.7 $ 2.2
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Earnings per share attributable to common stockholders:
Basic $ 2.10 $ 0.21 $ 4.49 $ 0.14
Diluted $ 1.63 $ 0.21 $ 3.47 $ 0.14
Weighted average shares outstanding:
Basic 16.0 15.9 16.0 15.9
Diluted 22.7 15.9 22.6 15.9
Melted product shipments:
Volume (metric tons) 1,355 1,335 2,770 2,755
Average selling price ($ per kilogram) $ 17.55 $ 13.55 $ 16.55 $ 12.85
Mill product shipments:
Volume (metric tons) 3,340 2,900 6,440 5,830
Average selling price ($ per kilogram) $ 39.45 $ 30.95 $ 38.15 $ 31.00
TITANIUM METALS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
June 30, December 31,
2005 2004
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ASSETS (unaudited) (restated)
Current assets:
Cash and cash equivalents $ 5.1 $ 7.9
Receivables, less allowance of $1.5 and $1.7, respectively 130.0 96.8
Inventories 305.3 258.3
Prepaid expenses and other 5.2 7.4
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Total current assets 445.6 370.4
Marketable securities 49.3 47.2
Investment in joint ventures 24.1 22.6
Investment in common securities of TIMET Capital Trust I 6.3 6.3
Property and equipment, net 242.0 228.2
Deferred income taxes 22.4 1.1
Other 15.6 16.5
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Total assets $ 805.3 $ 692.3
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LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 66.7 $ 43.2
Accounts payable 60.9 44.2
Accrued liabilities 50.1 65.1
Customer advance payments 30.0 6.9
Other 7.7 2.8
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Total current liabilities 215.4 162.2
Accrued OPEB and pension cost 88.1 92.0
Debt payable to TIMET Capital Trust I 12.0 12.0
Other 6.9 7.1
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Total liabilities 322.4 273.3
Minority interest 11.0 12.6
Stockholders' equity 471.9 406.4
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Total liabilities, minority interest and stockholders' equity $ 805.3 $ 692.3
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