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): March 24, 2009
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 March 24, 2009, Universal Stainless and Alloy Products, Inc. (the
"Company") issued a press release to announce its revision of its previously
announced guidance for the first quarter of 2009. 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 first quarter of 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 March 24, 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
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Vice President of Finance,
Chief Financial Officer and Treasurer
Dated: March 24, 2009
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 UPDATES OUTLOOK FOR FIRST QUARTER OF 2009;
ANNOUNCES INITIATIVES TO ADDRESS CURRENT ECONOMIC CONDITIONS
BRIDGEVILLE, PA, MARCH 24, 2009 - UNIVERSAL STAINLESS & ALLOY PRODUCTS,
INC. (NASDAQ: USAP) confirmed today that it expects sales for the quarter ending
March 31, 2009 to range from $32 to $42 million as reported on January 29.
However, it does not expect to meet the earnings guidance, made at that time, of
breakeven to $0.10 for the 2009 first quarter due to five factors:
- - Lower than expected surcharge revenues resulting from further declines in
raw material values and the consumption of high cost material;
- - A breakdown that required a two-week maintenance outage at the Bridgeville
facility's Universal Rolling Mill;
- - An increase to the Company's bad debt reserve due to economic conditions
and customer credit availability;
- - The reduction of operating levels due to lower than expected order entry;
and
- - The implementation of a salaried employee headcount reduction of 20%.
The Company noted that order entry in its main end markets has been lower
than expected in the first quarter due to the deepening recession and economic
uncertainty. As a result, the Company's current backlog declined to $62 million
from $75 million at December 31, 2008. The Company has adjusted production
levels accordingly, including the extension of its planned melt shop outage for
a previously announced capital improvement program from two weeks to a minimum
of four weeks. Based on a planned inventory build to support the Company's
outage, the extension will not interfere with delivery schedules. However, the
lower production levels will reduce the cost effectiveness of Company operations
and contribute to an expected loss for the first quarter.
Dennis M. Oates, President and Chief Executive Officer, commented: "We are
seeing the effect of the difficult economic conditions across all our markets
and our customers are reluctant to place orders to restock their inventories.
Therefore, we are executing our contingency plan to adjust our operating levels
to the economic realities while focusing on customer deliveries and other
ongoing business needs. Our plan includes reviewing the composition of our stock
inventory in light of the deceleration of business conditions and current
outlook that may lead to utilizing certain stock for production of new ingot
product."
Mr. Oates continued: Ultimately, the economy and demand for our products
are expected to recover and we will be better positioned to take advantage of
the market demand. Our strong cash position, supplemented by our new credit
agreement with PNC Bank, will allow us to continue executing our long-term
strategy to strengthen our competitive position through essential capital
investment necessary to deliver unparalleled customer service."
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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