UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 9, 2005
RTI International Metals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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| 001-14437
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52-2115953 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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1000 Warren Avenue
Niles, Ohio
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44446 |
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(Zip Code) |
(330) 544-7700
(Registrant’s Telephone Number, Including Area Code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 4.02(a). Non-Reliance on Previously issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On November 9,
2005, the Audit Committee of the Board of Directors and the Board of Directors
of RTI International Metals, Inc. (the Company”) concluded, upon the recommendation of management,
that, due to an error in the classification between cash flows from
operating activities and cash flows from
financing activities, the Company’s annual financial statements
for the fiscal years ended December 31, 2003 and 2004, the
quarters ended March 31st and June 30th 2005
and 2004 and September 30, 2004, should no longer be relied upon. The Company intends to file restated annual financial
statements on Form 10-K/A for each of the years ended December 31 2003 and 2004 and restated
interim financial statements for each of the quarters ended March 31, 2005 and June 30, 2005 in
Forms 10-Q/A. The restatement related to the September 30, 2004
quarter will be reflected in the September 30, 2005
Form 10-Q. The Company also plans to file Form 12b-25 on November 10, 2005 to indicate that it was not
able to file its interim financial statements for the quarter ended September 30, 2005 on its due
date of November 9, 2005 as it needed additional time to complete the Consolidated Statement of
Cash Flows. The Company expects to file its Form 10-Q for the nine months ended September 30, 2005
within the next five calendar days.
These restatements are a result of errors in the classification of the tax effect of stock
options exercised. Historically, the tax benefit was incorrectly classified within the
Consolidated Statement of Cash Flows in the category of “Cash Provided by Financing Activities.”
The correct treatment is to reflect the tax benefit within the Consolidated Statement of Cash Flows
in the category of “Cash Provided by Operating Activities.”
These restatements do not affect the previously reported net change in cash and cash
equivalents for the twelve months ended December 31, 2004 and 2003 or for the three months ended
March 31, 2004 or 2005, the six months ended June 30, 2004 or 2005, or the nine months
ended September 30, 2004. The restatements have no impact on any previously reported
consolidated operating income, net income (loss), earnings per share, or on any element of the
consolidated balance sheets for any date or period previously reported.
The Company had previously concluded in Item 9A of its 2004 Form 10-K, as amended, that its
internal control over financial reporting was ineffective as of December 31, 2004. The Company
indicated that it had material weaknesses one of which related to lack of personnel with
accounting knowledge, experience, and training in the application of generally accepted accounting
principles commensurate with the Company’s financial reporting requirements. The Company believes
this material weakness contributed to the restatement described above. The Company is in the
process of remediating its material weaknesses.
The Company’s management and audit committee have discussed the matters in this Form 8-K with
the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP.
The following
(unaudited) table presents changes to cash flows from operating activities and financing activities for each of the years ended
December 31, 2003 and 2004 and for each of the three, six and
nine months ended March 31,
2004 and 2005, June 30, 2004 and 2005, and September 30,
2004 respectively:
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Increase in Cash |
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Decrease in Cash |
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Flows from |
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Flows from |
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Operating Activities |
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Financing Activities |
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Year ended: |
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December 31, 2003 |
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$444 |
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($444 |
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December 31, 2004 |
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$1,336 |
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($1,336 |
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Quarter ended: |
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March 31, 2004 |
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$620 |
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($620 |
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June 30, 2004 |
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$650 |
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($650 |
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September 30, 2004 |
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$766 |
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($766 |
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March 31, 2005 |
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$1,217 |
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($1,217 |
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June 30, 2005 |
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$2,367 |
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($2,367 |
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A
copy of the Company’s November 10, 2005 press release announcing the restatements is
attached hereto as Exhibit 99.1.
Item 8.01. Other Events.
The Company issued a press release (the “Press Release”) on November 10, 2005 announcing that
it would be delayed in filing its Quarterly Report on Form 10-Q for the quarter ended September 30,
2005. The Press Release is set forth in its entirety as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished pursuant to Item 601 of Regulation S-K and
General Instruction B2 to this Form 8-K:
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| Exhibit No. |
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Description |
99.1
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Press release dated November 10, 2005. |