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: April 11, 2013
(Date of earliest event reported)
RTI International Metals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
| 001-14437 | 52-2115953 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| Westpointe Corporate Center One, 5th Floor 1550 Coraopolis Heights Road Pittsburgh, Pennsylvania |
15108-2973 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(412) 893-0026
(Registrant’s Telephone Number, Including Area Code)
(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:
| ¨ | 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
On April 11, 2013, the Company issued a press release announcing an update of the expected financial results of the Company for the quarter ended March 31, 2013. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished in accordance with the provisions of Item 601 of Regulation S-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release dated April 11, 2013. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RTI INTERNATIONAL METALS, INC. | ||||||
| Date: April 11, 2013 | By: | /s/ William T. Hull | ||||
| Name: | William T. Hull | |||||
| Title: | Senior Vice President and Chief Financial Officer (principal accounting officer) | |||||
Exhibit 99.1
RTI INTERNATIONAL METALS UPDATES EXPECTED
FIRST QUARTER 2013 OPERATING RESULTS
PITTSBURGH — April 11, 2013 — RTI International Metals, Inc. (NYSE: RTI), today announced an update of the Company’s expected first quarter 2013 operating results.
The Company has not completed the preparation of its financial statements for the quarter ended March 31, 2013. However, based on presently available information, the Company currently expects first quarter 2013 operating income to be in the range of $14 million to $16 million, which includes the recovery of approximately $4 million of import duties under the Company’s duty drawback program previously expected to be recovered later in the year. These expected results do not include the impact of noncash charges related to the Company’s proposed disposition of certain non-core businesses as well as expenses related to a voluntary early retirement program offered to certain employees during the quarter. In the aggregate, the negative impact of these two items is expected to be in the range of $4 million to $6 million, a portion of which may be reported as a discontinued operation.
CEO Comment
“The anticipated disposition of two small, non-titanium businesses is indicative of our focus on our downstream, engineered, titanium products and services,” said Dawne Hickton, Vice Chair, President and CEO of RTI. “And our deployment of a voluntary early retirement program is consistent with our desire to drive costs out of the business. Together, we believe these initiatives position RTI for continued profitable growth.”
The foregoing expectations regarding the Company’s operating income for the quarter ended March 31, 2013 are preliminary and have been prepared by and are the responsibility of management. The Company’s reported results may differ from these expectations. The Company’s independent registered public accounting firm has not audited, reviewed, or performed any procedures with respect to such information. Accordingly, the Company’s independent registered public accounting firm has not expressed an opinion or provided any other form of assurance with respect to these results.
Forward-Looking Statement
All statements in this release relating to matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected, anticipated or implied. These risks and uncertainties include, but are not limited to, the impact of global events on the commercial aerospace industry, the impact from Boeing 787 production delays, military spending generally and demand from the Joint Strike Fighter program, actual build-rates, production schedules and
titanium content per aircraft for commercial and military aerospace programs, the competitive nature of the markets for specialty metals, the ability of RTI to obtain adequate raw materials, the successful integration of our recent acquisitions, global economic conditions, the successful completion of RTI’s capital expansion projects, and other risks and uncertainties described and included in RTI’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2012, and the exhibits attached thereto. Actual results can differ materially from those forecasted or expected. The information contained in this release is qualified by and should be read in conjunction with the statements and notes filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, as may be amended from time to time. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. RTI undertakes no obligation to update or revise any forward-looking statements.
Company Description
RTI International Metals, Inc., headquartered in Pittsburgh, specializes in advanced titanium, meeting the requirements of the world’s most technologically sophisticated applications in aerospace, defense, propulsion, medical device, energy, industrial, and chemical markets. For over 60 years, RTI has been taking titanium further through advanced manufacturing, engineering, machining, and forming processes. RTI delivers titanium mill products, extruded shapes, form-ready parts, and highly engineered components through our downstream-integrated supply chain. RTI has locations in the United States, Canada, Europe, and Asia.
Contact
RTI International Metals, Inc.
Dan Crookshank
Director – Investor Relations
412-893-0084
dcrookshank@rtiintl.com
# # #