false 0000917470 0000917470 2024-08-01 2024-08-01
 
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): August 1, 2024
 

 
Olympic Steel, Inc.
(Exact name of registrant as specified in its charter)
 
Ohio
000-23320
34-1245650
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
22901 Millcreek Boulevard, Suite 650, Highland Hills, Ohio
44112
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:   (216) 292-3800
 
________________________________________________________________________________
(Former name or former address, if changed since last report)
 
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:
 
 
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 Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, without par value
ZEUS
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 August 1, 2024, Olympic Steel, Inc. issued a press release reporting its operating results for the second quarter ended June 30, 2024. The press release is attached hereto as Exhibit 99.1.
 
The information included in this report, including exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K, is not to be considered "filed" under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and shall not be incorporated by reference into any of Olympic Steel, Inc.'s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such filing.
 
 
Item 9.01. Financial Statements and Exhibits.
 
 
 
(d) Exhibits.
 
Exhibit No.
 
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.
 
   
Olympic Steel, Inc.
   
    (Registrant)
     
August 1, 2024
 
/s/   RICHARD A. MANSON

 
(Date)   Richard A. Manson
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 

 
Exhibit Index
 
99.1 Press Release dated August 1, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

EXHIBIT 99.1

 

logo.jpg

 

NEWS RELEASE

 

Olympic Steel Reports Second-Quarter 2024 Results

 

Diversified offerings in end products, higher-margin mix of flat-rolled products and additional fabrication capabilities drive profitability in a challenging pricing market

 

 

CLEVELAND August 1, 2024 Olympic Steel, Inc. (Nasdaq: ZEUS), a leading national metals service center, today announced financial results for the three months ended June 30, 2024.

 

Net income for the second quarter totaled $7.7 million, or $0.66 per diluted share, compared with net income of $15.0 million, or $1.30 per diluted share, in the second quarter of 2023. The results include $1.0 million of LIFO pre-tax income in both the second quarter of 2024 and 2023. Adjusted EBITDA for the second quarter of 2024 was $21.3 million, compared with $31.2 million in the second quarter of 2023.

 

The Company reported higher year-over-year shipping volumes on sales of $526 million in the second quarter of 2024, compared with $569 million in the second quarter of 2023.

 

“Olympic Steel’s ability to capitalize on our diversification strategy was critical to delivering profitability across all three business segments in the second quarter,” said Richard T. Marabito, Chief Executive Officer. “During the second quarter of 2024, hot-rolled index pricing fell 22% and has fallen 39% since the beginning of the year. Our efforts to grow and expand in end products, higher-margin flat-rolled products including coated products, and additional fabrication capabilities have strengthened our business and make us more resilient in challenging pricing environments. Our second-quarter results are a testament to this strategy, as well as to the dedication of our team to drive profitability in all market conditions.”

 

Marabito continued, “We are in an excellent financial position with a strong balance sheet and more than $340 million of borrowing availability. This access to capital gives us flexibility to grow organically and through acquisition. We recently ordered two new cut-to-length lines and one high-speed slitter to further expand our efforts in our coated and specialty metals product lines.”

 

Marabito concluded, “As we move into the second half of 2024, we remain committed to driving profitability and delivering on our disciplines around working capital and operating efficiencies. While we expect market conditions to remain challenging in the near term, we are confident that Olympic Steel is well-positioned to navigate these pressures to deliver consistent results for our shareholders.”

 

The Board of Directors approved a regular quarterly cash dividend of $0.15 per share, which is payable on September 16, 2024, to shareholders of record on September 2, 2024. The Company has paid a regular quarterly dividend since March 2006, increasing the dividend in each of the last three years.

 

Olympic Steel, Inc. 22901 Millcreek Blvd., Suite 650 Highland Hills, OH  44122


 

The table that follows provides a reconciliation of certain non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP. Additional reconciliations can be found in the Segment Financial Information table which also follows.

 

 

Olympic Steel, Inc.

Reconciliation of Net Income Per Diluted Share to Adjusted Net Income Per Diluted Share

(Figures may not foot due to rounding.)

The following table reconciles adjusted net income per diluted share to the most directly comparable GAAP financial measure:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net income per diluted share (GAAP)

  $ 0.66     $ 1.30     $ 1.40     $ 2.15  
                                 

Excluding the following items

                               

LIFO income

    (0.06 )     (0.06 )     (0.04 )     (0.06 )

Acquisition Inventory fair market value adjustment

    -       -       -       0.13  

Acquisition related expenses

    -       -       -       0.16  

Adjusted net income per diluted share (non-GAAP)

  $ 0.60     $ 1.24     $ 1.36     $ 2.38  

 

 

Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial measure:

 

   

Three Months Ended

   

Six Months Ended

 
   

6/30/2024

   

6/30/2023

   

6/30/2024

   

6/30/2023

 
                                 

Net income (GAAP):

  $ 7,660     $ 15,019     $ 16,357     $ 24,891  

Excluding the following items

                               

Other loss, net

    21       28       40       39  

Interest and other expense on debt

    4,393       4,203       8,403       8,426  

Income tax provision

    3,036       6,522       6,248       10,139  

Depreciation and amortization

    7,227       6,473       14,561       12,674  
                                 

Earnings before interest, taxes, depreciation and amortization (EBITDA)

    22,337       32,245       45,609       56,169  
                                 

LIFO income

    (1,000 )     (1,000 )     (600 )     (1,000 )

Acquisition Inventory fair market value adjustment

    -       -       -       2,079  

Acquisition related expenses

    -       -       -       2,556  

Adjusted EBITDA (non-GAAP)

  $ 21,337     $ 31,245     $ 45,009     $ 59,804  

 

 

Conference Call and Webcast

A simulcast of Olympic Steel’s 2024 second-quarter earnings conference call can be accessed via the Investor Relations section of the Company’s website at www.olysteel.com. The live simulcast will begin at 10 a.m. ET on August 2, 2024, and a replay will be available for approximately 14 days thereafter.

 

 

 

Forward-Looking Statements

It is the Company's policy not to endorse any analyst's sales or earnings estimates. Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "may," "will," "anticipate," "should," "intend," "expect," "believe," "estimate," "project," "plan," "potential," and "continue," as well as the negative of these terms or similar expressions. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by such statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Such risks and uncertainties include, but are not limited to: risks of falling metals prices and inventory devaluation; supply disruptions and inflationary pressures, including the availability and rising costs of transportation, energy, logistical services and labor; risks associated with shortages of skilled labor, increased labor costs and our ability to attract and retain qualified personnel; supplier consolidation or addition of new capacity; rising interest rates and their impacts on our variable interest rate debt; risks associated with the invasion of Ukraine, including economic sanctions, and the conflicts in the Middle East, or additional war, military conflict, or hostilities could adversely affect global metals supply and pricing; general and global business, economic, financial and political conditions, including, but not limited to, recessionary conditions, legislation passed under the current administration and the 2024 U.S. presidential election; reduced production schedules, layoffs or work stoppages by our own, our suppliers' or customers' personnel; risks associated with supply chain disruption resulting from the imbalance of metal supply and end-user demands, including additional shutdowns as a result of infectious disease outbreaks in large markets, such as China, and other factors; our ability to successfully integrate recent acquisitions into our business and risks inherent with the acquisitions in the achievement of expected results, including whether the acquisition will be accretive and within the expected timeframe; the adequacy of our existing information technology and business system software, including duplication and security processes; the levels of imported steel in the United States and the tariffs initiated by the U.S. government in 2018 under Section 232 of the Trade Expansion Act of 1962 and imposed tariffs and duties on exported steel or other products, U.S. trade policy and its impact on the U.S. manufacturing industry; the inflation or deflation existing within the metals industry, as well as product mix and inventory levels on hand, which can impact our cost of materials sold as a result of the fluctuations in the last-in, first-out, or LIFO, inventory valuation; risks associated with infectious disease outbreaks, including, but not limited to customer closures, reduced sales and profit levels, slower payment of accounts receivable and potential increases in uncollectible accounts receivable, falling metals prices that could lead to lower of cost or net realizable value inventory adjustments and the impairment of intangible and long-lived assets, negative impacts on our liquidity position, inability to access our traditional financing sources and increased costs associated with and less ability to access funds under our asset-based credit facility, or ABL Credit Facility, and the capital markets; increased customer demand without corresponding increase in metal supply could lead to an inability to meet customer demand and result in lower sales and profits; competitive factors such as the availability, and global pricing of metals and production levels, industry shipping and inventory levels and rapid fluctuations in customer demand and metals pricing; customer, supplier and competitor consolidation, bankruptcy or insolvency; the timing and outcomes of inventory lower of cost or net realizable value adjustments and LIFO income or expense; reduced availability and productivity of our employees, increased operational risks as a result of remote work arrangements, including the potential effects on internal controls, as well as cybersecurity risks and increased vulnerability to security breaches, information technology disruptions and other similar events; cyclicality and volatility within the metals industry; fluctuations in the value of the U.S. dollar and the related impact on foreign steel pricing, U.S. exports, and foreign imports to the United States; the successes of our efforts and initiatives to improve working capital turnover and cash flows, and achieve cost savings; risks and uncertainties associated with intangible assets, including impairment charges related to indefinite lived intangible assets; our ability to generate free cash flow through operations and repay debt; the amounts, successes and our ability to continue our capital investments and strategic growth initiatives, including acquisitions and our business information system implementations; events or circumstances that could adversely impact the successful operation of our processing equipment and operations; the impacts of union organizing activities and the success of union contract renewals; changes in laws or regulations or the manner of their interpretation or enforcement could impact our financial performance and restrict our ability to operate our business or execute our strategies; events or circumstances that could impair or adversely impact the carrying value of any of our assets; our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; our ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any; our ability to sell shares of our common stock under the at-the-market equity program; and unanticipated developments that could occur with respect to contingencies such as litigation, arbitration and environmental matters, including any developments that would require any increase in our costs for such contingencies.

 

 

 

In addition to financial information prepared in accordance with GAAP, this document also contains adjusted earnings per diluted share and adjusted EBITDA, which are non-GAAP financial measures. Management's view of the Company's performance includes adjusted earnings per share and adjusted EBITDA, and management uses these non-GAAP financial measures internally for planning and forecasting purposes and to measure the performance of the Company. We believe these non-GAAP financial measures provide useful and meaningful information to us and investors because they enhance investors' understanding of the continuing operating performance of our business and facilitate the comparison of performance between past and future periods. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Additionally, the presentation of these measures may be different from non-GAAP financial measures used by other companies. A reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures is provided above.

 

About Olympic Steel

Founded in 1954, Olympic Steel (NASDAQ: ZEUS) is a leading U.S. metals service center focused on the direct sale and value-added processing of carbon and coated sheet, plate, and coil products; stainless steel sheet, plate, bar and coil; aluminum sheet, plate and coil; pipe, tube, bar, valves and fittings; tin plate and metal-intensive end-use products, including water treatment systems; commercial, residential and industrial venting and air filtration systems; Wright® brand self-dumping hoppers; and EZ-Dumper® dump inserts. Headquartered in Cleveland, Ohio, Olympic Steel operates from 47 facilities.

 

For additional information, please visit the Company’s website at www.olysteel.com.

 

Contact:

Richard A. Manson

Chief Financial Officer

(216) 672-0522

ir@olysteel.com

 

 

 

 

Olympic Steel, Inc.

Consolidated Statements of Net Income

(in thousands, except per-share data)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net sales

  $ 526,250     $ 569,268     $ 1,052,892     $ 1,142,344  
                                 

Costs and expenses

                               

Cost of materials sold (excludes items shown separately below)

    406,547       441,872       814,085       894,508  

Warehouse and processing

    33,243       31,522       66,136       62,171  

Administrative and general

    29,167       31,681       59,319       64,866  

Distribution

    17,462       17,448       34,220       35,189  

Selling

    13,201       10,389       24,737       20,786  

Occupancy

    4,293       4,111       8,786       8,655  

Depreciation

    5,839       5,245       11,845       10,322  

Amortization

    1,388       1,228       2,716       2,352  

Total costs and expenses

    511,140       543,496       1,021,844       1,098,849  

Operating income

    15,110       25,772       31,048       43,495  

Other loss, net

    21       28       40       39  

Income before interest and income taxes

    15,089       25,744       31,008       43,456  

Interest and other expense on debt

    4,393       4,203       8,403       8,426  

Income before income taxes

    10,696       21,541       22,605       35,030  

Income tax provision

    3,036       6,522       6,248       10,139  

Net income

  $ 7,660     $ 15,019     $ 16,357     $ 24,891  
                                 

Earnings per share:

                               

Net income per share - basic

  $ 0.66     $ 1.30     $ 1.40     $ 2.15  

Weighted average shares outstanding - basic

    11,662       11,569       11,663       11,570  

Net income per share - diluted

  $ 0.66     $ 1.30     $ 1.40     $ 2.15  

Weighted average shares outstanding - diluted

    11,662       11,572       11,663       11,572  

 

 

 

 

Olympic Steel, Inc.

Balance Sheets

(in thousands)

 

   

As of
June 30, 2024

   

As of
December 31,

2023

 

Assets

               

Cash and cash equivalents

  $ 9,443     $ 13,224  

Accounts receivable, net

    216,682       191,149  

Inventories, net (includes LIFO reserves of $11,443 and $12,043 as of June 30, 2024 and December 31, 2023, respectively)

    386,240       386,535  

Prepaid expenses and other

    10,725       12,261  

Total current assets

    623,090       603,169  
                 

Property and equipment, at cost

    495,879       483,448  

Accumulated depreciation

    (308,685 )     (297,340 )

Net property and equipment

    187,194       186,108  
                 

Goodwill

    52,091       52,091  

Intangible assets, net

    90,474       92,621  

Other long-term assets

    19,150       16,466  

Right of use asset, net

    34,297       34,380  

Total assets

  $ 1,006,296     $ 984,835  
                 

Liabilities

               

Accounts payable

  $ 119,104     $ 119,718  

Accrued payroll

    20,545       30,113  

Other accrued liabilities

    19,084       22,593  

Current portion of lease liabilities

    6,582       7,813  

Total current liabilities

    165,315       180,237  
                 

Credit facility revolver

    209,186       190,198  

Other long-term liabilities

    23,281       20,151  

Deferred income taxes

    10,613       11,510  

Lease liabilities

    28,448       27,261  

Total liabilities

    436,843       429,357  
                 

Shareholders' Equity

               

Preferred stock

    -       -  

Common stock

    137,541       136,541  

Accumulated other comprehensive loss

    -       41  

Retained earnings

    431,912       418,896  

Total shareholders' equity

    569,453       555,478  

Total liabilities and shareholders' equity

  $ 1,006,296     $ 984,835  

 

 

 

 

Olympic Steel, Inc.

Segment Financial Information

(In thousands, except tonnage and per-ton data. Figures may not foot to consolidated totals due to Corporate expenses.)

 

 

   

Three Months Ended June 30,

 
   

Carbon Flat Products

   

Specialty Metals Flat

Products

   

Tubular and Pipe Products

 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Tons sold 1

    229,090       226,275       31,695       28,711       N/A       N/A  
                                                 

Net sales

  $ 307,755     $ 326,629     $ 130,873     $ 147,000     $ 87,622     $ 95,639  

Average selling price per ton

    1,343       1,444       4,129       5,120       N/A       N/A  

Cost of materials sold

    243,996       253,072       104,944       122,600       57,607       66,200  

Gross profit

    63,759       73,557       25,929       24,400       30,015       29,439  

Operating expenses

    58,398       58,862       18,080       17,721       23,518       20,068  

Operating income

    5,361       14,695       7,849       6,679       6,497       9,371  
                                                 

Depreciation and amortization

    4,112       3,716       929       1,023       2,168       1,716  

LIFO (income) / expense

    -       -       -       -       (1,000 )     (1,000 )

 

 

   

Six Months Ended June 30,

 
   

Carbon Flat Products

   

Specialty Metals Flat

Products

   

Tubular and Pipe Products

 
   

2024

   

2023

   

2024

   

2023

   

2024

   

2023

 

Tons sold 1

    448,765       444,613       61,598       61,227       N/A       N/A  
                                                 

Net sales

  $ 608,730     $ 636,447     $ 260,407     $ 313,564     $ 183,755     $ 192,333  

Average selling price per ton

    1,356       1,431       4,228       5,121       N/A       N/A  

Cost of materials sold

    479,611       501,508       212,534       260,313       121,940       132,687  

Gross profit

    129,119       134,939       47,873       53,251       61,815       59,646  

Operating expenses

    115,101       114,298       36,093       37,313       47,691       40,534  

Operating income

    14,018       20,641       11,780       15,938       14,124       19,112  
                                                 

Depreciation and amortization

    8,193       7,323       1,917       2,007       4,416       3,309  

LIFO (income) / expense

    -       -       -       -       (600 )     (1,000 )

 

1 The Company does not report tons sold for McCullough Industries, EZ Dumper, or Metal-Fab in the Carbon Flat Products Segment, Shaw Stainless in the Specialty Metals Flat Products Segment or for the entire Tubular and Pipe Products Segment.

 

 

 

 

Other Information

(in thousands, except per-share and ratio data)

 

   

As of

June 30,
2024

   

As of

December 31,

2023

 

Assets

               

Flat-products

  $ 665,840     $ 649,744  

Tubular and pipe products

    339,175       333,677  

Corporate

    1,281       1,414  

Total assets

  $ 1,006,296     $ 984,835  

 

 

Other information

   

As of

June 30,
2024

   

As of

December 31,
2023

 

Shareholders' equity per share

  $ 51.15     $ 49.90   

Debt to equity ratio

    0.37 to 1       0.34  to 1  

 

 

   

Six Months Ended June 30,

 
   

2024

   

2023

 
                 

Net cash from (used for) operating activities

  $ (5,512 )   $ 79,196  

Cash dividends per share

  $ 0.30     $ 0.25  

 

 
v3.24.2.u1
Document And Entity Information
Aug. 01, 2024
Document Information [Line Items]  
Entity, Registrant Name Olympic Steel, Inc.
Document, Type 8-K
Document, Period End Date Aug. 01, 2024
Entity, Incorporation, State or Country Code OH
Entity, File Number 000-23320
Entity, Tax Identification Number 34-1245650
Entity, Address, Address Line One 22901 Millcreek Boulevard
Entity, Address, Address Line Two Suite 650
Entity, Address, City or Town Highland Hills
Entity, Address, State or Province OH
Entity, Address, Postal Zip Code 44112
City Area Code 216
Local Phone Number 292-3800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol ZEUS
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000917470

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