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 18, 2013
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 2.02. | Results of Operations and Financial Condition. |
On January 18, 2013, Universal Stainless and Alloy Products, Inc. issued a press release regarding its preliminary results for the fourth quarter ended December 31, 2012. 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 preliminary results for the fourth quarter ended December 31, 2012, 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 18, 2013 |
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/ Douglas M. McSorley | |
| Vice President of Finance, | ||
| Chief Financial Officer and Treasurer | ||
Dated: January 18, 2013
Exhibit 99.1
| CONTACTS: | Dennis Oates | Douglas McSorley | June Filingeri | |||
| Chairman, | VP Finance, CFO | President | ||||
| President and CEO | and Treasurer | Comm-Partners LLC | ||||
| (412) 257-7609 | (412) 257-7606 | (203) 972-0186 |
FOR IMMEDIATE RELEASE
UNIVERSAL STAINLESS REPORTS PRELIMINARY FOURTH QUARTER 2012 RESULTS
BRIDGEVILLE, PA, January 18, 2013 – Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) reported today that based on preliminary results, it expects sales for the fourth quarter of 2012 to approximate $47 million and earnings per diluted share to approximate $0.15 to $0.17. The Company will report its fourth quarter and full year 2012 results on Tuesday, January 29th.
Chairman, President and CEO Dennis Oates commented: “While we anticipated that sales in the fourth quarter would not match those of the 2012 third quarter, our fourth quarter results are lower than expected. Year-end order entry remained weak. Our backlog at quarter-end was $51.7 million compared with $65.9 million at the end of the third quarter. With reduced shipment volume and the continuing ramp-up of North Jackson, our consolidated operating margin in the fourth quarter was approximately 4%.
“Activity levels were down across most of our end markets as customers continued to reduce inventories in the face of economic uncertainty. We are continuing to make progress in both our North Jackson operation and company-wide, strengthening our ability to capitalize on demand recovery as soon as it occurs.”
About Universal Stainless & Alloy Products, Inc.
Universal Stainless & Alloy Products, Inc., headquartered in Bridgeville, Pa., manufactures and markets semi-finished and finished specialty steels, including stainless steel, tool steel and certain other alloyed steels. The Company’s products are used in a variety of industries, including aerospace, power generation, petrochemical and heavy equipment manufacturing. Established in 1994, our experience, technical expertise, and dedicated workforce stand committed to providing the best quality, delivery, and service possible. 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, the concentrated nature of the Company’s customer base to date and the Company’s dependence on its significant customers; the receipt, pricing and timing of future customer orders; changes in product mix; the limited number of raw material and energy suppliers and significant fluctuations that may occur in raw material and energy prices; risks related to property, plant and equipment, including the
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Company’s reliance on the continuing operation of critical manufacturing equipment; risks associated with labor matters; the Company’s ongoing requirement for continued compliance with laws and regulations, including applicable safety and environmental regulations; the ultimate outcome of the Company’s current and future litigation and matters; risks related to acquisitions that the Company may make; and the impact of various economic, credit and market risk uncertainties. Many of these factors are not within the Company’s control and 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 herein. Any unfavorable change in the foregoing or other factors could have a material adverse effect on the Company’s business, financial condition and results of operations. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors 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.
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