-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AnfmRCcktfz9u4/8eT4CKNco3fulJP8EhK8u+AesiwAm323mZ0k+UMZ0jWeN3bJE 8beqO+osDyuM4+QcpI9VCQ== 0000898431-09-000059.txt : 20091027 0000898431-09-000059.hdr.sgml : 20091027 20091027091434 ACCESSION NUMBER: 0000898431-09-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL STAINLESS & ALLOY PRODUCTS INC CENTRAL INDEX KEY: 0000931584 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 251724540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25032 FILM NUMBER: 091138185 BUSINESS ADDRESS: STREET 1: 600 MAYER ST CITY: BRIDGEVILLE STATE: PA ZIP: 15017 BUSINESS PHONE: 4122577600 MAIL ADDRESS: STREET 1: 600 MAYER ST CITY: BRIDGEVILLE STATE: PA ZIP: 15017 8-K 1 form-8k_102709.txt FORM 8-K 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): October 27, 2009 Universal Stainless & Alloy Products, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-25032 25-1724540 ---------------------------- -------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 600 Mayer Street, Bridgeville, Pennsylvania 15017 ------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (412) 257-7600 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.): |_| 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 October 27, 2009, Universal Stainless and Alloy Products, Inc. issued a press release regarding its earnings for the third quarter ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K, including the attached press release regarding the Company's earnings for the third quarter ended September 30, 2009, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated October 27, 2009 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 hereunto duly authorized. UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. By: /s/ Richard M. Ubinger ------------------------------------- Vice President of Finance, Chief Financial Officer and Treasurer Dated: October 27, 2009 EX-99 2 exh99-1_102709.txt EXHIBITI 99.1 Exhibit 99.1 [GRAPHIC OMITTED] CONTACTS: Richard M. Ubinger June Filingeri Vice President of Finance, President Chief Financial Officer and Treasurer Comm-Partners LLC (412) 257-7606 (203) 972-0186 FOR IMMEDIATE RELEASE - --------------------- UNIVERSAL STAINLESS REPORTS PROFITABLE THIRD QUARTER 2009 RESULTS - COMPANY GENERATES EPS OF $0.05 ON SALES OF $25.3 MILLION - - CASH FLOW FROM OPERATIONS IN 3Q09 IS $10.0 MILLION - - CASH INCREASES TO $42.2 MILLION VS. TOTAL DEBT OF $13.1 MILLION - BRIDGEVILLE, PA, OCTOBER 27, 2009 - UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. (NASDAQ: USAP) reported today that it achieved net income for the third quarter of 2009 of $312,000, or $0.05 per diluted share, on sales of $25.3 million. This compares with sales of $57.6 million and net income of $2.7 million, or $0.40 per diluted share, in the third quarter of 2008, which included a charge of $586,000, equivalent to $0.06 per diluted share, for the relocation of the Company's round bar finishing line. Cash flow from operations for the third quarter of 2009 totaled $10.0 million, an increase of 44% from the third quarter of 2008. Capital expenditures were $2.7 million including expenditures of $2.1 million for a melt shop upgrade project, which remains on time and on budget. At September 30, 2009, the Company had cash of $42.2 million, working capital of $97.1 million, and long-term debt of $11.5 million. For the first nine months of 2009, sales were $98.2 million and the Company incurred a net loss of $3.9 million or $0.58 per share. This included a negative tax adjustment in the second quarter of $742,000, equivalent to $0.11 per diluted share, and unusual charges in the first quarter of $3.6 million equivalent to $0.53 per diluted share after-tax, in response to economic conditions. Before the tax adjustment and unusual charges, the Company's net income for the first nine months of 2009 was $408,000 or $0.06 per diluted share. In the first nine months of 2008, sales were $178.0 million and net income was $12.7 million, or $1.87 per diluted share. President and CEO Dennis Oates commented: "Our ability to generate earnings and strong cash flow despite continued weak demand is due to the tight cost control and working capital management initiatives we began in the first quarter. At the same time, we have continued to execute our long-term plan including our melt shop investment, which has already improved yields on semi-finished products even though the project is not scheduled for completion until mid-2010. "Each of our end markets remained challenged in the third quarter, although there were some signs of stabilization. Order entry continued to improve sequentially, rising 30% from the second quarter, but it was not sufficient to replenish our backlog, which totaled $33 million at September 30 compared with $38 million at the end of June. However, our backlogs of aerospace products increased for the first time since 2008. Our backlog of service center plate products also rose largely driven by increased automotive production and model changeover. We expect demand in the petrochemical and power generation markets will improve in 2010. "We are further positioning ourselves to take advantage of opportunities that arise from stronger market demand as well as to capture additional market share. The most important part of this effort is maintaining our focus on unparalleled customer service, operational excellence and maintaining a strong balance sheet to permit strategic capital investment." 1 SEGMENT REVIEW - -------------- For the third quarter of 2009, the UNIVERSAL STAINLESS & ALLOY PRODUCTS SEGMENT had sales of $21.7 million and operating income of $60,000, yielding an operating margin of 0.3% of sales. This compares with sales of $52.2 million and operating income of $3.3 million, or 6.3% of sales, in the third quarter of 2008. In the second quarter of 2009, sales were $26.9 million and operating income was $949,000, or 3.5% of sales. Segment sales declined 59% from the third quarter of 2008 primarily due to a 49% decrease in tons shipped. Shipments to service centers, rerollers and forgers declined substantially from the 2008 third quarter offsetting a strong increase in shipments to OEMs. Segment sales decreased 19% from the second quarter of 2009 on 24% fewer tons shipped. The DUNKIRK SPECIALTY STEEL SEGMENT recorded sales of $8.5 million and operating income of $397,000 for the third quarter of 2009, yielding an operating margin of 4.7% of sales. This compares with sales for the third quarter of 2008 of $16.9 million and an operating loss of $172,000, which included the $586,000 charge for the relocation of the round bar finishing line and a $416,000 increase to the segment's LCM reserve. In the second quarter of 2009, sales were $10.2 million and the segment incurred an operating loss of $384,000. Dunkirk's sales declined 50% from the third quarter of 2008 while tons shipped decreased 33% due to lower shipments to all customer categories and lower surcharges. Dunkirk's sales were 17% lower than in the second quarter of 2009 on a 23% decrease in tons shipped. WEBCAST - ------- A simultaneous Webcast of the Company's conference call discussing the third quarter of 2009, scheduled at 10:00 a.m. (Eastern) today, will be available on the Company's website at www.univstainless.com, and thereafter archived on the website. ABOUT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. - ------------------------------------------------ Universal Stainless & Alloy Products, Inc., headquartered in Bridgeville, Pa., manufactures and markets a broad line of semi-finished and finished specialty steels, including stainless steel, tool steel and certain other alloyed steels. The Company's products are sold to rerollers, forgers, service centers, original equipment manufacturers and wire redrawers. More information is available at www.univstainless.com. FORWARD-LOOKING INFORMATION SAFE HARBOR - --------------------------------------- EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE STATEMENTS IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE MADE PURSUANT TO THE "SAFE HARBOR" PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT MAY CAUSE THE COMPANY'S ACTUAL RESULTS IN FUTURE PERIODS TO DIFFER MATERIALLY FROM FORECASTED RESULTS. THOSE RISKS INCLUDE, AMONG OTHERS, RISKS ASSOCIATED WITH THE RECEIPT, PRICING AND TIMING OF FUTURE CUSTOMER ORDERS, RISKS ASSOCIATED WITH SIGNIFICANT FLUCTUATIONS THAT MAY OCCUR IN RAW MATERIAL AND ENERGY PRICES, RISKS ASSOCIATED WITH THE MANUFACTURING PROCESS, LABOR AND PRODUCTION YIELDS, RISKS RELATED TO PROPERTY, PLANT AND EQUIPMENT, AND RISKS RELATED TO THE ULTIMATE OUTCOME OF THE COMPANY'S CURRENT AND FUTURE LITIGATION AND REGULATORY MATTERS. THE COMPANY'S ACTUAL RESULTS IN FUTURE PERIODS ALSO MAY BE IMPACTED BY VARIOUS ECONOMIC AND MARKET RISK AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. CERTAIN OF THESE RISKS AND OTHER RISKS ARE DESCRIBED IN THE COMPANY'S FILINGS WITH 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. -TABLES FOLLOW- 2 UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share information) (Unaudited)
CONSOLIDATED STATEMENT OF OPERATIONS For the Quarter Ended For the Nine-Months Ended September 30, September 30, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Stainless steel $ 18,622 $ 42,094 $ 78,032 $ 127,882 Tool steel 1,136 10,393 6,028 31,159 High-strength low alloy steel 2,565 2,564 7,675 9,509 High-temperature alloy steel 1,488 1,763 4,383 6,253 Conversion services 277 541 873 1,514 Other 1,198 284 1,244 1,649 ------- -------- -------- --------- Total net sales 25,286 57,639 98,235 177,966 Cost of products sold 22,571 51,040 94,527 150,837 Selling and administrative expenses 2,258 2,852 9,101 8,561 ------- -------- -------- --------- Operating income (loss) 457 3,747 (5,393) 18,568 Interest expense (19) (26) (70) (81) Other income 71 68 136 217 ------- -------- -------- --------- Income (loss) before taxes 509 3,789 (5,327) 18,704 Income tax provision (benefit) 197 1,063 (1,413) 5,985 ------- -------- -------- --------- Net income (loss) $ 312 $ 2,726 $ (3,914) $ 12,719 ======= ======== ======== ========= Earnings (Loss) per share - Basic $ 0.05 $ 0.41 $ (0.58) $ 1.90 ======= ======== ======== ========= Earnings (Loss) per share - Diluted $ 0.05 $ 0.40 $ (0.58) $ 1.87 ======= ======== ======== ========= Weighted average shares of Common Stock outstanding Basic 6,769,086 6,727,677 6,751,036 6,699,471 Diluted 6,818,040 6,832,070 6,751,036 6,807,699 MARKET SEGMENT INFORMATION For the Quarter Ended For the Nine-Months Ended September 30, September 30, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Service centers $ 8,393 $ 26,826 $ 39,042 $ 89,910 Forgers 7,778 14,299 31,169 34,459 Rerollers 1,940 9,532 9,904 30,011 Original equipment manufacturers 4,980 3,751 13,176 14,987 Wire redrawers 720 2,406 2,827 5,467 Conversion services 277 541 873 1,514 Other 1,198 284 1,244 1,618 ------- ------- -------- -------- Total net sales $ 25,286 $ 57,639 $ 98,235 $ 177,966 ======= ======= ======== ======== Tons shipped 5,562 10,808 22,010 33,998 ======= ======= ======== ========
3 BUSINESS SEGMENT RESULTS UNIVERSAL STAINLESS & ALLOY PRODUCTS SEGMENT
For the Quarter Ended For the Nine-Months Ended September 30, September 30, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Stainless steel $ 13,123 $ 29,168 $ 57,352 $ 85,379 Tool steel 1,096 10,161 5,835 29,863 High-strength low alloy steel 1,084 729 2,746 2,956 High-temperature alloy steel 514 818 1,641 2,316 Conversion services 152 329 546 982 Other 1,185 252 1,225 1,524 ------- ------- ------- -------- 17,154 41,457 69,345 123,020 Intersegment 4,515 10,777 15,888 30,504 ------- ------- ------- -------- Total net sales 21,669 52,234 85,233 153,524 Material cost of sales 8,999 30,722 39,710 82,715 Operation cost of sales 11,060 16,314 41,651 51,040 Selling and administrative expenses 1,550 1,933 6,777 5,940 ------- ------- ------- -------- Operating income (loss) $ 60 $ 3,265 $ (2,905) $ 13,829 ======= ======= ======= ======== DUNKIRK SPECIALTY STEEL SEGMENT For the Quarter Ended For the Nine-Months Ended September 30, September 30, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Stainless steel $ 5,499 $ 12,926 $ 20,680 $ 42,503 Tool steel 40 232 193 1,296 High-strength low alloy steel 1,481 1,835 4,929 6,553 High-temperature alloy steel 974 945 2,742 3,937 Conversion services 125 212 327 532 Other 13 32 19 125 ------- -------- -------- -------- 8,132 16,182 28,890 54,946 Intersegment 354 758 1,184 3,220 ------- -------- -------- -------- Total net sales 8,486 16,940 30,074 58,166 Material cost of sales 4,524 11,219 19,663 36,184 Operation cost of sales 2,857 4,974 10,575 14,622 Selling and administrative expenses 708 919 2,324 2,621 ------- -------- -------- -------- Operating income (loss) $ 397 $ (172) $ (2,488) $ 4,739 ======= ======== ======== ========
4 CONSOLIDATED BALANCE SHEET
September 30, December 31, 2009 2008 ---- ---- ASSETS Cash $ 42,172 $ 14,812 Accounts receivable, net 15,905 33,057 Inventory, net 42,544 63,222 Other current assets 8,694 8,239 ---------- ----------- Total current assets 109,315 119,330 Property, plant & equipment, net 69,355 62,626 Other assets 1,362 988 ---------- ----------- Total assets $ 180,032 $ 182,944 ========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Trade accounts payable $ 6,832 $ 19,350 Outstanding checks in excess of bank balance 885 540 Accrued employment costs 2,303 3,795 Current portion of long-term debt 1,620 403 Other current liabilities 583 421 ---------- ----------- Total current liabilities 12,223 24,509 Long-term debt 11,529 1,046 Deferred taxes 13,165 11,689 Other liabilities 189 - ---------- ----------- Total liabilities 37,106 37,244 Stockholders' equity 142,926 145,700 ---------- ----------- Total liabilities and stockholders' equity $ 180,032 $ 182,944 ========== ===========
5 CONSOLIDATED STATEMENT OF CASH FLOW DATA For the Nine-month Period Ended September 30,
2009 2008 ---- ---- Cash flows provided by operating activities: Net income (loss) $ (3,914) $ 12,719 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 3,583 3,030 Deferred income tax 1,015 191 Stock based compensation expense 766 591 Tax benefit from share-based payment arrangements (86) (534) Changes in assets and liabilities: Accounts receivable, net 17,152 (6,366) Inventory, net 20,678 (4,852) Trade accounts payable (12,518) 7,898 Accrued employment costs (1,492) (343) Other, net 60 (487) --------- ------- Cash flow provided by operating activities 25,244 11,847 --------- ------- Cash flow used in investing activities: Proceeds from sale of fixed assets 60 - Capital expenditures (10,304) (9,585) --------- ------- Cash flow used in investing activities (10,244) (9,585) --------- ------- Cash flows provided by financing activities: Long-term debt issuance 12,000 - Long-term debt repayments (300) (290) Net change in outstanding checks in excess of bank balance 345 (279) Deferred financing costs (84) - Proceeds from issuance of common stock 313 723 Tax benefit from share-based payment arrangements 86 534 --------- ------- Cash flow provided by financing activities 12,360 688 --------- ------- Net cash flow $ 27,360 $ 2,950 ========= =======
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