SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 10, 2008
Universal Stainless & Alloy Products, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-25032 25-1724540
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Mayer Street, Bridgeville, Pennsylvania 15017
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(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 November 10, 2008, Universal Stainless and Alloy Products, Inc. (the
"Company") issued a press release to announce its revision of its previously
announced guidance for the fourth quarter of 2008. A copy of this press release
is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the
information in the attached press release regarding the revision of the
Company's previously announced guidance for the fourth quarter of 2008, 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 November 10, 2008
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
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: November 12, 2008
Exhibit 99.1
[GRAPHIC OMITTED]
[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
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UNIVERSAL STAINLESS REDUCES 2008 FOURTH QUARTER EPS GUIDANCE DUE
TO LOWER RAW MATERIAL PRICES
BRIDGEVILLE, PA, NOVEMBER 10, 2008 - In its quarterly report on Form 10-Q
filed today, UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC. (NASDAQ: USAP) updated
its business outlook for the fourth quarter of 2008 previously reported in its
earnings release and 8-K filing of September 23, 2008. In updating its outlook,
the Company confirmed its forecast of consolidated sales in the range of $45 to
$55 million, including sales of $10 to $12 million from its Dunkirk Special
Steel segment. However, it now expects that diluted EPS will range from
breakeven to $0.15 due to lower raw material prices. The details of its revised
outlook follow.
BUSINESS OUTLOOK
These are forward-looking statements for purposes of the Private Securities
Litigation Reform Act of 1995 and actual results may vary.
The Company estimates that fourth quarter 2008 sales will range from $45 to $55
million and that diluted EPS will range from breakeven to $0.15. The Company's
initial forecast estimated the diluted EPS range to be $0.20 to $0.35. The
revised estimates compare with sales of $49.6 million and diluted EPS of $0.65
in the fourth quarter of 2007.
The following factors were considered in developing these estimates:
o The Company's total backlog at September 30, 2008 approximated $101 million
compared to $97 million at June 30, 2008. The increased backlog is
primarily attributable to tool steel plate and electro-slag remelted
products.
o The Company's initial forecast was based on average September raw material
costs. In the month of October 2008, the average market prices for nickel,
chrome and carbon scrap decreased by 32%, 13% and 52%, respectively, from
the September average prices due to reduced global demand for stainless
steel products. The revised EPS estimate is based on October raw material
costs and may be further impacted if raw material costs continue to
decline.
o Sales from the Dunkirk Specialty Steel segment are expected to approximate
$10 to $12 million on lower shipments compared to the fourth quarter of
2007. The anticipated reduction in shipments is a result of lower demand
from the effect of the Boeing labor situation on demand for aerospace
products and very conservative buying patterns of service centers. Based on
current raw material costs, Dunkirk is now expected to generate an
operating loss between $1 to $2 million for the quarter.
o Under the Continued Dumping and Subsidy Act of 2000 (the CDSOA), the
Company files claims each year to receive its appropriate share of the
import duties collected by the U.S. Treasury. The Company's 2008 fourth
quarter estimates do not include any receipts under the CDSOA program.
During the three-month period ended December 31, 2007, the Company received
$586,000, net of expenses incurred, equivalent to $0.06 per diluted share.
ABOUT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
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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
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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. 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.
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