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): December 6, 2004
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-25032 | 25-1724540 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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 7.01. | Regulation FD Disclosure. |
On December 7th and 8th, 2004, Clarence M. McAninch, President and Chief Executive Officer of Universal Stainless and Alloy Products, Inc. (the “Company”), will provide a slideshow presentation to members of the investment community in Boston and New York. A press release announcing that the slideshow will be posted on the Company’s website is attached hereto as Exhibit 99.1. A copy of the slideshow presentation is attached hereto as Exhibit 99.2.
The information in this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1 and the slideshow attached hereto as Exhibit 99.2, 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. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 6, 2004 regarding Investor Presentation | |
| 99.2 | Slideshow presented to investment community on December 7th and 8th, 2004 | |
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: December 7, 2004
Exhibit 99.1
Universal Stainless & Alloy Products, Inc.
600 Mayer Street • Bridgeville, Pennsylvania 15017
| CONTACTS: | Richard M. Ubinger Vice President of Finance, Chief Financial Officer and Treasurer (412) 257-7606 | |||
| FOR IMMEDIATE RELEASE |
||||
| Comm-Partners LLC June Filingeri (203) 972-0186 |
Universal Stainless to Post Investor Presentation on Web Site
BRIDGEVILLE, PA, December 6, 2004 — Universal Stainless & Alloy Products, Inc. (Nasdaq:USAP) announced today that it will post the slide presentation for its upcoming investment community meetings in Boston and New York on December 7 and 8 on its web site. The slide presentation will be available at www.univstainless.com beginning at 7:00 a.m. (Eastern) on December 7th and will be archived on the site thereafter.
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 original equipment manufacturers, service centers, forgers, rerollers and wire redrawers.
# # #
Exhibit 99.2
Universal Stainless & Alloy Products, Inc.
Nasdaq: USAP www.univstainless.com
December 2004
1
Guiding Strategy Since Inception
Focus on specialty steel niche markets
Aerospace Power Generation Petrochemical Tool Steel
Maintain positive employee relations Lower costs and make strategic investments Build stockholder value
2
Corporate History
1994 - Acquired idled facility in Bridgeville, PA
Melting and rolling semi-finished specialty steel products
1995 - Acquired Titusville, PA operation
Expand production capability for the aerospace, power generation markets
1998 - Added finished round bar capability
Bridgeville entry into finished product market
2002 - Acquired idled steel facility in Dunkirk, NY
Transforms company into fully integrated producer of specialty steel products
3
Business Model
Sales
Expand product offerings to niche markets
Maintain a competitive advantage by creating customized solutions to satisfy customer needs
Grow customer base
4
USAP End Market Sales
Strategic Focus on Niche Markets $30,000 $25,000 $20,000 $15,000 $10,000 $5,000
$-
1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04
Aerospace Power Gen Petrochemical Tool Steel
5
USAP Sales to Service Centers
The Addition of Dunkirk Has Contributed to Growth in Service Centers Sales
$16,000 $14,000 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000
$-
1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04
Universal Plate (Tool Steel) Universal Bar Dunkirk Bar Dunkirk Wire
6
USAP Total Backlog
Focus on Customized Solutions to Satisfy Customer Needs
$70
(In Millions)
$60 $50 $40 $30 $20 $10
$-
1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04
7
Growth in Customer Base
500 450 400 350 300 250 200 150 100 50
0
2001 2002 2003 2004
Universal Segment Universal/Dunkirk Dunkirk Segment
8
Expand Customer Base
Build end-user customer base Increase flat roll product capability
Coil product for cutlery and saw blade markets Slab product for flat roll customers
Develop export potential
9
Business Model
Sales
Expand product offerings to niche markets Maintain a competitive advantage by creating customized solutions to satisfy customer needs Grow customer base
Operating Income
Reduce manufacturing costs through targeted CapEx Exercise pricing discipline Maintain tight control of fixed costs
10
Capital Expenditure Program
OBJECTIVE BENEFIT
Further reduce costs Increase customer satisfaction
Expand product line, new markets Expand customer base
Increase reliability and efficiencies Enter new niche markets
Increase manufacturing capacity
Capital Expenditure Program
2004 Investments Purpose
Add Annealing Furnaces: Respond to Growing
Ingot Demand for Niche Market
Billet Products Requiring Greater
Bar Annealing Capacity
Add Reheat Furnace:
Blooming Mill Enhance Ability to
Upgrade Fenn Mill at Respond to Economic
Titusville Recovery
Expand Roto-Bar Testing More Rapidly Translate
at Dunkirk
Backlog into Sales
Continue i2 Roll Out
12
2005 Capital Expenditure Program
Maintain business model objective
Upgrade, replace or supplement existing equipment
Investment plan priorities
Focus on Dunkirk needs Further reduce operating costs
Expand higher value added product offerings to niche markets
13
2004 Pricing Initiatives to Address Cost Escalation
Enhanced Surcharges
Raw Material Price Index
1Q04
280% Nickel surcharge premium 230% Iron surcharge
2Q04
180% Tool steel alloy surcharge
Manganese surcharge
130%
3Q04
80% Increased nickel
Dec-03 Mar-04 Jun-04 Sep-04 surcharge premium Nickel 100% 97% 95% 97% Chrome 100% 130% 135% 126% Base price increases
Iron 100% 144% 122% 189% Cover rising manufacturing
Moly 100% 141% 221% 255% costs
Fund capital investment
14
Business Model
Sales
Expand product offerings to niche markets
Maintain a competitive advantage by creating customized solutions to satisfy customer needs Grow customer base
Operating Income
Reduce manufacturing costs through targeted CapEx Exercise pricing discipline Maintain tight control of fixed costs
Balance Sheet
Carefully manage working capital Maintain low level of debt
15
Balance Sheet Highlights
September 2004
Working capital increased to $41.6M vs. $33.4M
Accounts receivable increased $9.9M
Balance approximates last 60 days of sales
Inventory, net of non-debt current liabilities, increased $3.6M
Raw material costs contained in WIP increased $5.6M
Total debt, net of cash, $10.1M
13.7% of total capitalization
$10.4M available on $15M PNC Line of Credit
16
The Model at Work
Net sales
Operating income/Net income
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004F
$120,000 $100,000 $80,000 $60,000
$40,000 $20,000 $ - $(20,000) $14,000 $12,000 $10,000
$8,000
$6,000
$4,000
$2,000 $-$(2,000)
CapEx Net sales Net income
17
Universal Stainless & Alloy Products Segment $40,000 $35,000 $30,000 $25,000 $20,000 $15,000 $10,000 $5,000 $ - $3,000 $2,000 $1,000 $ - $(1,000)
1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04
Net sales Operating income
Net Sales
18
Dunkirk Specialty Steel Segment Profitability Breakthrough $10,000 $9,000 $8,000 $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $ - $1,000 $500 $ - $(500) $(1,000)
1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04
Net sales Operating income
Net Sales
19
Conclusion
Niche market strategy drives progress Dunkirk proving its potential Market accepting price recovery initiatives Strong balance sheet supports strategic investments to lower costs and accelerate growth
20
Safe Harbor
Forward looking statements have been provided pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from any future performance suggested during this presentation. Please refer to the discussion of risk factors detailed in the Company’s filings with the SEC during the past 12 months.
21