-----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, HqgYwLLzvd2YcguDb//LIx3e94CJ35S6p5u3IrkP0TKmLy0sdwcLl1Ky4z5eU/Xl 2vVUOQi9SE1JpPqwqlxHcQ== 0000898431-10-000002.txt : 20100127 0000898431-10-000002.hdr.sgml : 20100127 20100127091011 ACCESSION NUMBER: 0000898431-10-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100127 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100127 DATE AS OF CHANGE: 20100127 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: 10549143 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_01272010.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): January 27, 2010 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 January 27, 2010, Universal Stainless and Alloy Products, Inc. (the "Company") issued a press release regarding its earnings for the fourth quarter and year ended December 31, 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 fourth quarter and year ended December 31, 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 January 27, 2010 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: January 27, 2010 EX-99 2 exh_99-1.txt EXHIBIT 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 CONTINUED IMPROVEMENT IN FOURTH QUARTER OF 2009 - SALES INCREASE 5.5% FROM 2009 THIRD QUARTER TO $26.7 MILLION - - -4Q09 EPS IS $0.14, INCLUDING $0.06 OF IMPORT DUTIES, VS. EPS OF $0.05 IN 3Q09- - BACKLOG RESUMES GROWTH - BRIDGEVILLE, PA, JANUARY 27, 2010 - UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. (NASDAQ: USAP) reported today that sales for the fourth quarter of 2009 were $26.7 million compared with $57.1 million in the fourth quarter of 2008 and $25.3 million in the third quarter of 2009. Net income for the fourth quarter was $956,000 or $0.14 per diluted share compared with $1.2 million or $0.18 per diluted share in the fourth quarter of 2008 and $312,000 or $0.05 per diluted share in the third quarter of 2009. Import duties received in the 2009 and 2008 fourth quarters were $551,000 and $599,000, respectively, both amounts equivalent to $0.06 per diluted share. Cash flow from operations for the fourth quarter of 2009 totaled $2.5 million compared with $5.8 million in the fourth quarter of 2008 and $10.0 million in the third quarter of 2009. Cash flow decreased in the quarter due to the slowing rate of reduction in managed working capital because of improving shipment volume and order entry. In addition, capital expenditures were $2.1 million including $1.8 million for a melt shop upgrade project, which remains on budget. For the full year of 2009, sales were $124.9 million and the Company incurred a net loss of $3.0 million or $0.44 per share. The net loss included a negative tax adjustment in the second quarter of $742,000, equivalent to $0.11 per diluted share, and unusual charges related to economic conditions in the first quarter of $3.6 million, equivalent to $0.53 per diluted share after-tax. Before the tax adjustment and unusual charges, the Company's net income for 2009 was $1.4 million or $0.20 per diluted share. In 2008, the Company had record sales of $235.1 million and net income was $14.0 million, or $2.05 per diluted share. President and CEO Dennis Oates commented: "The fourth quarter of 2009 was marked by early-stage recovery in demand. Our order entry improved each month in the quarter, and resulted in the first sequential increase in our backlog since the third quarter of 2008. In total, our year-end backlog was $36 million, an increase of 8% from September 30. "The sequential growth in fourth quarter 2009 sales and tons shipped resulted from a 50% increase in our shipments to service centers, consistent with indications that service centers have generally finished inventory destocking. Sales of tool steel plate tripled and aerospace sales improved modestly. "Our profitability improved over the third quarter of 2009 due to higher shipment volumes, cost savings being realized from recent capital projects and process improvements, and improved cycle times. 1 "There is widespread belief among our customers that 2010 will be better than 2009, but the level of caution accompanying their optimism is high. Therefore, we currently expect further recovery in market demand to be gradual." SEGMENT REVIEW - -------------- For the fourth quarter of 2009, the UNIVERSAL STAINLESS & ALLOY PRODUCTS SEGMENT had sales of $23.1 million and operating income of $509,000, yielding an operating margin of 2.2% of sales. This compares with sales of $53.1 million and operating income of $1.9 million, or 3.5% of sales, in the fourth quarter of 2008. In the third quarter of 2009, sales were $21.7 million and operating income was $60,000, or 0.3% of sales. Segment sales declined 57% from the fourth quarter of 2008 primarily due to a 48% decrease in tons shipped. Shipments to rerollers, forgers and service centers declined substantially from the 2008 fourth quarter offsetting a strong increase in shipments to OEMs. Segment sales increased 7% from the third quarter of 2009 on 11% more tons shipped, reflecting higher shipments to service centers, especially of tool steel plate, and to forgers. The DUNKIRK SPECIALTY STEEL SEGMENT recorded sales of $8.5 million and operating income of $227,000 for the fourth quarter of 2009, yielding an operating margin of 2.7% of sales. This compares with sales in the fourth quarter of 2008 of $11.4 million and an operating loss of $1.3 million, which included a $248,000 charge for the relocation of the round bar finishing line to Dunkirk from Bridgeville and a $385,000 increase to the segment's LCM reserve. In the third quarter of 2009, sales were $8.5 million and operating income was $397,000, or 4.7% of sales. Dunkirk's sales declined 25% from the fourth quarter of 2008 on 3% fewer tons shipped due to product mix and lower surcharges. Dunkirk's sales were level with the third quarter of 2009 on a 3% increase in tons shipped. WEBCAST - ------- A simultaneous webcast of the Company's conference call discussing the fourth 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 through the end of the first quarter of 2010. 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 Year Ended December 31, December 31, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Stainless steel $ 20,037 $ 44,340 $ 98,069 $ 172,222 Tool steel 3,385 7,887 9,413 39,046 High-strength low alloy steel 1,560 2,427 9,235 11,936 High-temperature alloy steel 1,184 1,678 5,567 7,931 Conversion services 330 427 1,203 1,941 Other 176 381 1,420 2,030 ------- -------- --------- --------- Total net sales 26,672 57,140 124,907 235,106 Cost of products sold 23,374 54,092 117,901 204,929 Selling and administrative expenses 2,562 2,524 11,663 11,085 ------- -------- --------- --------- Operating income (loss) 736 524 (4,657) 19,092 Interest expense (19) (24) (89) (105) Other income 559 694 695 911 ------- -------- ---------- --------- Income (loss) before taxes 1,276 1,194 (4,051) 19,898 Income tax provision (benefit) 320 (37) (1,093) 5,948 ------- -------- ---------- --------- Net income (loss) $ 956 $ 1,231 $ (2,958) $ 13,950 ======= ======== ========== ========= Earnings (loss) per share - Basic $ 0.14 $ 0.18 $ (0.44) $ 2.08 ======= ======== ========== ========= Earnings (loss) per share - Diluted $ 0.14 $ 0.18 $ (0.44) $ 2.05 ======= ======== ========== ========= Weighted average shares of Common Stock outstanding Basic 6,769,130 6,727,727 6,755,560 6,706,535 Diluted 6,815,853 6,781,712 6,755,560 6,801,203 MARKET SEGMENT INFORMATION For the Quarter Ended For the Year Ended December 31, December 31, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Service centers $ 11,313 $ 20,979 $ 50,355 $ 110,889 Forgers 8,652 18,092 39,821 52,551 Rerollers 2,270 11,649 12,174 41,660 Original equipment manufacturers 2,913 3,968 16,089 18,955 Wire redrawers 1,018 1,662 3,845 7,129 Conversion services 330 427 1,203 1,941 Other 176 363 1,420 1,981 ------- -------- --------- --------- Total net sales $ 26,672 $ 57,140 $ 124,907 $ 235,106 ======= ======== ========= ========= Tons shipped 6,172 11,681 28,182 45,679 ======= ======== ========= =========
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BUSINESS SEGMENT RESULTS UNIVERSAL STAINLESS & ALLOY PRODUCTS SEGMENT For the Quarter Ended For the Year Ended December 31, December 31, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Stainless steel $ 14,318 $ 36,233 $ 71,670 $ 121,612 Tool steel 3,311 7,768 9,146 37,631 High-strength low alloy steel 271 925 3,017 3,881 High-temperature alloy steel 347 661 1,988 2,977 Conversion services 217 296 763 1,278 Other 166 351 1,391 1,875 ------- ------- -------- --------- 18,630 46,234 87,975 169,254 Intersegment 4,456 6,880 20,344 37,384 ------- ------- -------- --------- Total net sales 23,086 53,114 108,319 206,638 Material cost of sales 9,882 32,215 49,592 114,930 Operation cost of sales 11,005 17,375 52,656 68,415 Selling and administrative expenses 1,690 1,673 8,467 7,613 ------- ------- -------- --------- Operating income (loss) $ 509 $ 1,851 $ (2,396) $ 15,680 ======= ======= ======== ========= DUNKIRK SPECIALTY STEEL SEGMENT For the Quarter Ended For the Year Ended December 31, December 31, 2009 2008 2009 2008 ---- ---- ---- ---- NET SALES Stainless steel $ 5,719 $ 8,107 $ 26,399 $ 50,610 Tool steel 74 119 267 1,415 High-strength low alloy steel 1,289 1,502 6,218 8,055 High-temperature alloy steel 837 1,017 3,579 4,954 Conversion services 113 131 440 663 Other 10 30 29 155 ------- ------- --------- --------- 8,042 10,906 36,932 65,852 Intersegment 475 492 1,659 3,712 ------- ------- --------- --------- Total net sales 8,517 11,398 38,591 69,564 Material cost of sales 4,904 8,031 24,567 44,215 Operation cost of sales 2,514 3,843 13,089 18,465 Selling and administrative expenses 872 851 3,196 3,472 ------- ------- --------- --------- Operating income (loss) $ 227 $ (1,327) $ (2,261) $ 3,412 ======= ======== ========== =========
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CONSOLIDATED BALANCE SHEET December 31, December 31, 2009 2008 ---- ---- ASSETS Cash $ 42,349 $ 14,812 Accounts receivable, net 17,028 33,057 Inventory, net 41,322 63,222 Other current assets 9,344 8,239 ---------- --------- Total current assets 110,043 119,330 Property, plant & equipment, net 70,085 62,626 Other assets 1,586 988 ---------- --------- Total assets $ 181,714 $ 182,944 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Trade accounts payable $ 7,783 $ 19,350 Outstanding checks in excess of bank balance 734 540 Accrued employment costs 1,178 3,795 Current portion of long-term debt 2,223 403 Other current liabilities 553 421 ---------- --------- Total current liabilities 12,471 24,509 Long-term debt 10,823 1,046 Deferred taxes 14,049 11,689 Other liabilities 145 - ---------- --------- Total liabilities 37,488 37,244 Stockholders' equity 144,226 145,700 ---------- --------- Total liabilities and stockholders' equity $ 181,714 $ 182,944 ========== =========
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CONSOLIDATED STATEMENT OF CASH FLOW DATA For the Year Ended December 31, 2009 2008 ---- ---- Cash flows provided by operating activities: Net income (loss) $ (2,958) $ 13,950 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 4,859 4,167 Loss on retirement of fixed assets 84 402 Deferred income tax 1,853 558 Stock based compensation expense 1,058 838 Tax benefit from share-based payment arrangements (86) (529) Changes in assets and liabilities: Accounts receivable, net 16,029 (5,556) Inventory, net 21,900 2,350 Trade accounts payable (11,567) 5,367 Accrued employment costs (2,617) (1,512) Current income tax, net (1,613) (1,491) Other, net 764 (874) --------- -------- Cash flow provided by operating activities 27,706 17,670 --------- -------- Cash flow used in investing activities: Proceeds from sale of fixed assets 60 - Capital expenditures (12,394) (12,905) --------- ------- Cash flow used in investing activities (12,334) (12,905) --------- ------- Cash flows provided by financing activities: Long-term debt issuance 12,000 - Long-term debt repayments (403) (387) Net change in outstanding checks in excess of bank balance 194 (1,524) Deferred financing costs (84) - Proceeds from issuance of common stock 372 781 Tax benefit from share-based payment arrangements 86 529 --------- ------- Cash flow provided by (used in) financing activities 12,165 (601) --------- ------- Net cash flow $ 27,537 $ 4,164 ========= =======
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