false 0000931584 0000931584 2023-10-25 2023-10-25 0000931584 usap:CommonStockParValue0001PerShareCustomMember 2023-10-25 2023-10-25 0000931584 usap:PreferredStockPurchaseRightsCustomMember 2023-10-25 2023-10-25
 


UNITED STATES
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): October 25, 2023
 

 
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
 

 
Delaware
001-39467
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)
 
Registrants 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))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of Each Class
 
Trading
Symbol
 
Name of Each Exchange
on Which Registered
Common Stock, par value $0.001 per share
  USAP  
The NASDAQ Stock Market, LLC
Preferred Stock Purchase Rights
  N/A  
The NASDAQ Stock Market, LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 2.02.         Results of Operations and Financial Condition.
 
On October 25, 2023, Universal Stainless & Alloy Products, Inc. (the “Company”) issued a press release regarding its results for the quarter ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
 
The information in Item 2.02 of this Current Report on Form 8-K, including the attached press release regarding the Company’s results for the quarter ended September 30, 2023, 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
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
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/ Steven V. DiTommaso
   
Steven V. DiTommaso
   
Vice President and Chief Financial Officer
 
Dated: October 25, 2023
 
 

Exhibit 99.1

 

 

logo.jpg
             

CONTACTS:

 

Dennis M. Oates

 

Steven V. DiTommaso

 

June Filingeri

   

Chairman,

 

Vice President and

 

President

   

President and CEO

 

Chief Financial Officer

 

Comm-Partners LLC

   

(412) 257-7609

 

(412) 257-7661

 

(203) 972-0186

 

UNIVERSAL STAINLESS REPORTS STRONG Third QUARTER 2023 RESULTS

 

 

Q3 2023 Sales reach $71.3 million, up 3% from Q2 2023, up 54% year-over-year

 

 

Premium Alloy sales of $16.5 million, up 28% from Q2 2023, more than double year-over-year

 

 

Gross margin improves to 15.2% of sales, highest since Q2 2018

 

 

Operating income of $4.4 million, up 43% from Q2 2023

 

 

Net income doubles from Q2 2023 to $1.9 million, or $0.20 per diluted share

 

 

Q3 2023 EBITDA is $9.2 million; Adjusted EBITDA is $9.5 million, up 20% from Q2 2023

 

 

Cash flow from operations is $6.7 million for the quarter; $17.8 million year-to-date

 

BRIDGEVILLE, PA, October 25, 2023 Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) today reported net sales of $71.3 million for the third quarter of 2023, an increase of 3% from $69.0 million in the second quarter of 2023, and up 54% from net sales of $46.2 million in the third quarter of 2022. For the first nine months of 2023, net sales increased 41% to $206.2 million from $145.9 million in the same period of 2022. 

 

Sales of premium alloys totaled $16.5 million, or 23.1% of sales, in the third quarter of 2023, versus 18.6% of 2023 second quarter sales and 17.3% of third quarter 2022 sales. Year-to-date 2023 premium alloy sales increased 83% to $47.0 million, or 22.8% of sales, from $25.7 million, or 17.6% of sales, in the same period of 2022. The Company’s backlog of premium alloys means that this positive momentum should continue in the fourth quarter.

 

The Company’s premium alloy sales are mainly driven by aerospace demand, and aerospace has driven growth in the Company’s specialty alloys as well.  Third quarter 2023 aerospace sales increased 5% sequentially to a record $53.9 million, or 75.6% of sales, compared with $51.3 million, or 74.3% of sales in the second quarter of 2023, and increased 70.3% from $31.7 million, or 68.5% of sales in the third quarter of 2022.  Year-to-date 2023 aerospace sales reached $154.1 million.

 

The Company’s gross margin continued to improve in the 2023 third quarter and totaled $10.9 million, or 15.2% of sales, the highest since the second quarter of 2018.  The gross margin in the most recent quarter mainly benefited from a richer product mix and higher selling prices, despite the headwind of negative surcharge misalignment as commodity prices fell during the period and reduced sales and margin.

 

Operating income increased 43% to $4.4 million in the third quarter of 2023 compared with $3.1 million, in the second quarter of 2023.  In the third quarter of 2022, the Company incurred an operating loss of $2.3 million.

 

The Company’s net income more than doubled to $1.9 million, or $0.20 per diluted share, in the third quarter of 2023, compared with $0.9 million, or $0.10 per diluted share, in the second quarter of 2023.  In the third quarter of 2022, the Company incurred a net loss of $1.3 million, or $0.14 per diluted share.  For the first nine months of 2023, net income was $2.2 million, or $0.25 per diluted share.

 

1

 

The Company’s EBITDA for the third quarter of 2023 increased to $9.2 million from $7.6 million in the 2023 second quarter.  Third quarter 2023 adjusted EBITDA increased 20% to $9.5 million from $7.9 million in the second quarter of 2023.

 

Dennis Oates, Chairman, President and CEO, commented: “We continued to meet our growth plan for the third quarter with sales of $71.3 million -- the second highest ever, gross margin expansion to 15.2%, a doubling of our net income sequentially to $1.9 million, or $0.20 per diluted share, and a 20% increase in adjusted EBITDA, which was one and a half times greater than in the third quarter a year ago. Our profitability benefitted from a richer product mix and higher prices, even as we experienced negative surcharge misalignment due to falling commodity prices.

 

“We also grew premium alloy sales compared to the second quarter, and our aerospace sales achieved a record $54 million. Demand for our products remains robust, and we have a substantial book of business extending through 2024, with 37% of our backlog consisting of premium alloys.

 

“We are now in the commissioning phase of our capital project to add two Vacuum-Arc Remelt (VAR) furnaces at our North Jackson facility.  Once complete, this project will increase our capacity in premium and specialty alloys by 20%. It also will enable us to further expand our portfolio of more technologically advanced, higher margin products, with added applications in the aerospace market, including defense.

 

“We are on-track to achieve further sequential growth in the fourth quarter along with record sales and strengthened profitability for full year 2023.  As we look to 2024, we are highly optimistic that our positive growth trajectory will continue.  Our confidence is based on the commitment, hard work and talents of all our employees.”

 

Financial Position

 

Managed working capital, defined as accounts receivable, plus inventory, minus accounts payable, minus other current liabilities, was $151.6 million at September 30, 2023 compared with $148.4 million at June 30, 2023 and $147.4 million at September 30, 2022.  Inventory at the end of the third quarter of 2023 was $150.8 million, which is down from $151.6 million at the end of the 2023 second quarter and $158.8 million at the end of the third quarter of 2022.

 

Backlog (before surcharges) at September 30, 2023 remained at a robust level of $345 million compared with $355 million at June 30, 2023 and $246 million at September 30, 2022.  The average selling price per pound in the backlog increased by more than 5% compared with June 30, 2023. 

 

The Company reduced total debt by $3.8 million to $89.5 million compared to $93.3 million at June 30, 2023.  Total debt at September 30, 2022 was $86.6 million. Third quarter 2023 interest expense of $2.1 million was in line with $2.0 million in the 2023 second quarter, but up 75% from the third quarter of 2022, due mainly to higher interest rates on the Company’s variable debt.

 

Capital expenditures for the third quarter of 2023 totaled $2.7 million versus $2.4 million in the 2023 second quarter and $5.5 million in the third quarter of 2022.

 

Conference Call and Webcast

 

The Company has scheduled a conference call for today, October 25th, at 10:00 a.m. (Eastern) to discuss third quarter 2023 results. If you wish to listen to the live conference call via telephone, please Click Here to register for the call and obtain your dial-in number and personal PIN number. A simultaneous webcast will be available on the Company’s website at www.univstainless.com, and thereafter archived on the website through the end of the fourth quarter of 2023.

 

About Universal Stainless & Alloy Products, Inc.

 

Universal Stainless & Alloy Products, Inc., established in 1994 and headquartered in Bridgeville, PA, manufactures and markets semi-finished and finished specialty steels, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. The Company’s products are used in a variety of industries, including aerospace, power generation, oil and gas, and heavy equipment manufacturing. More information is available at www.univstainless.com.

 

2

 

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 Company’s ability to maintain its relationships with its significant customers and market segments; the Company’s response to competitive factors in its industry that may adversely affect the market for finished products manufactured by the Company or its customers; the Company’s ability to compete successfully with domestic and foreign producers of specialty steel products and products fashioned from alternative materials; changes in overall demand for the Company’s products and the prices at which the Company is able to sell its products in the aerospace industry, from which a substantial amount of its sales is derived; the Company’s ability to develop, commercialize, market and sell new applications and new products; the receipt, pricing and timing of future customer orders; the impact of changes in the Company’s product mix on the Company’s profitability; the Company’s ability to maintain the availability of raw materials and operating supplies with acceptable pricing; the availability and pricing of electricity, natural gas and other sources of energy that the Company needs for the manufacturing of its products; risks related to property, plant and equipment, including the Company’s reliance on the continuing operation of critical manufacturing equipment; the Company’s success in timely concluding collective bargaining agreements and avoiding strikes or work stoppages; the Company’s ability to attract and retain key personnel; 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 matters; the Company’s ability to meet its debt service requirements and to comply with applicable financial covenants; risks associated with conducting business with suppliers and customers in foreign countries; public health issues, including COVID-19 and its impact on the Company and our customers and suppliers; risks related to acquisitions that the Company may make; the Company’s ability to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches; the impact on the Company’s effective tax rates from changes in tax rules, regulations and interpretations in the United States and other countries where it does business; 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 SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, copies of which are available from the SEC or may be obtained upon request from the Company.

 

Non-GAAP Financial Measures

 

This press release includes discussions of financial measures that have not been determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP). These measures include earnings (loss) before interest, income taxes, depreciation and amortization (EBITDA) and adjusted EBITDA. We include these measurements to enhance the understanding of our operating performance. We believe that EBITDA, considered along with net earnings (loss), is a relevant indicator of trends relating to cash generating activity of our operations. adjusted EBITDA excludes the effect of share-based compensation expense and noted special items such as impairments and costs or income related to special events such as periods of low activity or insurance claims. We believe that excluding these costs provides a consistent comparison of the cash generating activity of our operations. We believe that EBITDA and adjusted EBITDA are useful to investors as they facilitate a comparison of our operating performance to other companies who also use EBITDA and adjusted EBITDA as supplemental operating measures. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measures. These non-GAAP measures may not be entirely comparable to similarly titled measures used by other companies due to potential differences among calculation methodologies. A reconciliation of these non-GAAP financial measures to their most directly comparable financial measure prepared in accordance with GAAP is included in the tables that follow.

 

[TABLES FOLLOW]

 

3

 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

FINANCIAL HIGHLIGHTS

(Dollars in Thousands, Except Per Share Information)

(Unaudited)

 

CONSOLIDATED STATEMENTS OF OPERATIONS    

 

   

Three months ended

   

Nine months ended

 
   

September 30,

   

September 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Net sales

  $ 71,283     $ 46,196     $ 206,163     $ 145,914  
                                 

Cost of products sold

    60,424       43,218       177,732       134,144  
                                 

Gross margin

    10,859       2,978       28,431       11,770  
                                 

Selling, general and administrative expenses

    6,449       5,279       19,479       15,605  
                                 

Operating income (loss)

    4,410       (2,301 )     8,952       (3,835 )
                                 

Interest expense

    2,073       1,165       6,020       2,632  

Deferred financing amortization

    65       56       195       168  

Other expense (income), net

    42       (599 )     5       (625 )
                                 

Income (loss) before income taxes

    2,230       (2,923 )     2,732       (6,010 )
                                 

Income taxes

    300       (1,626 )     419       (1,661 )
                                 

Net income (loss)

  $ 1,930     $ (1,297 )   $ 2,313     $ (4,349 )
                                 

Net income (loss) per common share - Basic

  $ 0.21     $ (0.14 )   $ 0.26     $ (0.49 )

Net income (loss) per common share - Diluted

  $ 0.20     $ (0.14 )   $ 0.25     $ (0.49 )

 

4

 

MARKET SEGMENT INFORMATION    

 

(Dollars in thousands; unaudited)

  Three months ended           Nine months ended        
   

September 30,

   

September 30,

 

Net Sales

 

2023

   

2022

   

2023

   

2022

 
                                 

Service centers

  $ 56,768     $ 33,382     $ 159,928     $ 103,575  

Original equipment manufacturers

    5,142       3,986       13,218       12,872  

Rerollers

    2,373       3,386       12,700       14,783  

Forgers

    5,285       4,540       16,740       12,829  

Conversion services and other

    1,715       902       3,577       1,855  
                                 

Total net sales

  $ 71,283     $ 46,196     $ 206,163     $ 145,914  
                                 

Tons shipped

    8,246       5,926       23,934       20,071  

 

MELT TYPE INFORMATION    

 

(Dollars in thousands; unaudited)

  Three months ended           Nine months ended        
   

September 30,

   

September 30,

 

Net Sales

 

2023

   

2022

   

2023

   

2022

 
                                 

Specialty alloys

  $ 53,092     $ 37,308     $ 155,588     $ 118,352  

Premium alloys *

    16,476       7,986       46,998       25,707  

Conversion services and other sales

    1,715       902       3,577       1,855  
                                 

Total net sales

  $ 71,283     $ 46,196     $ 206,163     $ 145,914  

 

END MARKET INFORMATION **    

 

(Dollars in thousands; unaudited)

  Three months ended           Nine months ended        
   

September 30,

   

September 30,

 

Net Sales

 

2023

   

2022

   

2023

   

2022

 
                                 

Aerospace

  $ 53,978     $ 31,664     $ 154,198     $ 97,439  

Power generation

    715       1,553       3,131       5,074  

Oil & gas

    2,592       3,706       10,398       12,725  

Heavy equipment

    8,940       6,225       24,799       21,504  

General industrial, conversion services and other

    5,058       3,048       13,637       9,172  
                                 

Total net sales

  $ 71,283     $ 46,196     $ 206,163     $ 145,914  

 

*

Premium alloys represent all vacuum induction melted (VIM) products.     

**

The majority of our products are sold to service centers rather than the ultimate end market customers. The end market information in this press release is our estimate based upon our knowledge of our customers and the grade of material sold to them, which they will in-turn sell to the ultimate end market customer.     

 

5

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Dollars in thousands; unaudited)

 

September 30,

   

December 31,

 
   

2023

   

2022

 

Assets

               
                 

Cash

  $ 177     $ 2,019  

Accounts receivable, net

    36,984       30,960  

Inventory

    150,751       154,193  

Other current assets

    8,621       10,392  
                 

Total current assets

    196,533       197,564  

Property, plant and equipment, net

    158,881       163,490  

Deferred income taxes

    -       143  

Other long-term assets

    1,602       2,137  
                 

Total assets

  $ 357,016     $ 363,334  
                 

Liabilities and Stockholders' Equity

               
                 

Accounts payable

  $ 35,095     $ 38,179  

Accrued employment costs

    5,119       2,790  

Current portion of long-term debt

    3,697       3,419  

Other current liabilities

    1,006       1,112  
                 

Total current liabilities

    44,917       45,500  

Long-term debt, net

    85,832       95,015  

Deferred income taxes

    219       -  

Other long-term liabilities, net

    3,053       3,066  
                 

Total liabilities

    134,021       143,581  

Stockholders’ equity

    222,995       219,753  
                 

Total liabilities and stockholders’ equity

  $ 357,016     $ 363,334  

 

6

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

 

(Dollars in thousands; unaudited)

 

Nine months ended

 
   

September 30,

 
   

2023

   

2022

 
                 

Operating activities:

               

Net income (loss)

  $ 2,313     $ (4,349 )

Adjustments for non-cash items:

               

Depreciation and amortization

    14,331       14,351  

Amortization of deferred debt financing costs

    194       169  

Deferred income tax

    370       (1,675 )

Share-based compensation expense

    1,008       1,001  

Changes in assets and liabilities:

               

Accounts receivable, net

    (6,024 )     (1,938 )

Inventory

    2,159       (19,342 )

Accounts payable

    (743 )     7,255  

Accrued employment costs

    2,329       (335 )

Other assets and liabilities, net

    1,909       (1,449 )
                 

Net cash provided by (used in) operating activities

    17,846       (6,312 )
                 

Investing activity:

               

Payments for property, plant and equipment

    (9,656 )     (10,974 )
                 

Net cash used in investing activity

    (9,656 )     (10,974 )
                 

Financing activities:

               

Borrowings under revolving credit facility

    151,929       102,098  

Payments on revolving credit facility

    (159,383 )     (83,260 )

Issuance of common stock under share-based plans

    82       62  

Payments on term loan facility and finance leases

    (2,660 )     (1,666 )
                 

Net cash (used in) provided by financing activities

    (10,032 )     17,234  
                 

Net decrease in cash

    (1,842 )     (52 )

Cash at beginning of period

    2,019       118  

Cash at end of period

  $ 177     $ 66  

 

7

 

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

 

(Dollars in thousands; unaudited)

 

Three months ended

   

Nine months ended

 
   

September 30,

   

September 30,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Net income (loss)

  $ 1,930     $ (1,297 )   $ 2,313     $ (4,349 )

Interest expense

    2,073       1,165       6,020       2,632  

Income taxes

    300       (1,626 )     419       (1,661 )

Depreciation and amortization

    4,688       4,826       14,331       14,351  

EBITDA

    8,991       3,068       23,083       10,973  

Share-based compensation expense

    336       306       1,008       695  

Fixed cost absorption direct charge

    -       -       -       1,300  

Spill costs in addition to absorption charge, net

    -       1,490       -       2,270  

AMJP benefit

    -       (632 )     -       (2,818 )

Adjusted EBITDA

  $ 9,327     $ 4,232     $ 24,091     $ 12,420  

 

8
v3.23.3
Document And Entity Information
Oct. 25, 2023
Document Information [Line Items]  
Entity, Registrant Name Universal Stainless & Alloy Products, Inc.
Document, Type 8-K
Document, Period End Date Oct. 25, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-39467
Entity, Tax Identification Number 25-1724540
Entity, Address, Address Line One 600 Mayer Street
Entity, Address, City or Town Bridgeville
Entity, Address, State or Province PA
Entity, Address, Postal Zip Code 15017
City Area Code 412
Local Phone Number 257-7600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000931584
CommonStockParValue0001PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol USAP
Security Exchange Name NASDAQ
PreferredStockPurchaseRights Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NASDAQ
No Trading Symbol Flag true

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