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 3, 2023




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.)


5096 Richmond Road, Bedford Heights, Ohio
44146
(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 3, 2023, Olympic Steel, Inc. issued a press release reporting its operating results for the second quarter of 2023 ended June 30, 2023. 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.
 
99.1 Press release dated August 3, 2023.


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 3, 2023
 
/s/   RICHARD A. MANSON
(Date)
 
Richard A. Manson
 
 
Chief Financial Officer
    (Principal Financial and Accounting Officer)


Exhibit Index


Exhibit 99.1

Olympic Steel Reports Second-Quarter 2023 Results

Company performance continues to reflect the benefits of its diversification strategy and investments in enhanced capabilities

Carbon segment delivers strong profitability, while Tubular and Pipe Products segment further capitalizes on growing demand for value-added offerings

CLEVELAND--(BUSINESS WIRE)--August 3, 2023--Olympic Steel, Inc. (Nasdaq: ZEUS), a leading national metals service center, today announced financial results for the three months ended June 30, 2023.

Net income for the second quarter totaled $15.0 million, or $1.30 per diluted share, compared with net income of $37.6 million, or $3.26 per diluted share, in the second quarter of 2022. The results include $1.0 million of LIFO pre-tax income in the second quarter of 2023, compared to no LIFO adjustment in the second quarter of 2022. Adjusted EBITDA for the second quarter of 2023 was $31.2 million, compared with $58.8 million in the second quarter of 2022.

The Company reported sales of $569 million in the second quarter of 2023, compared with $709 million in the second quarter of 2022. Distribution shipping volumes increased 2.4% year-over-year, while average selling prices decreased.

“Olympic Steel continued to deliver strong performance in the second quarter,” said Richard T. Marabito, Chief Executive Officer. “The consistency of our results, despite lower metals prices and challenges in the overall economy, is directly attributable to our efforts to diversify our product offerings and invest capital in higher-return opportunities. Our Carbon and Tubular and Pipe segments led the way, while our Specialty Metals business remained steady in the face of industry-wide white metals headwinds.”

Marabito said, “Our Carbon segment earned $18.4 million of Adjusted EBITDA for the quarter, while our Tubular and Pipe Products segment posted its fourth-strongest quarter of profitability ever with $10.1 million of Adjusted EBITDA by capitalizing on growing demand for our enhanced value-added processing capabilities.”

Marabito continued, “Our second-quarter results include the full earnings effect of Metal-Fab, our second largest acquisition in Company history, which was added to our family of companies in January 2023. Metal-Fab was a strong contributor to our second-quarter earnings and we will further benefit from Olympic Steel’s supply chain synergies during the second half of 2023. Several of our fabrication and automation projects also became operational during the quarter, including our new specialty metals and carbon fabricating facility in the Chicago market, further enhancing our capabilities and production efficiency. With a strong balance sheet and more than $340 million of borrowing availability, we are actively evaluating acquisitions and capital investments to advance our diversification strategy and foster additional profitable growth.”

Marabito concluded, “As we move into the third quarter, we expect overall demand to remain steady while reflecting normal seasonal trends. While the near-term economic outlook is somewhat unsettled, we remain optimistic about the long-term outlook for the steel market and we are confident that the steps we have taken position Olympic Steel to deliver more consistent results in all environments.”


The Board of Directors approved a regular quarterly cash dividend of $0.125 per share, which is payable on September 15, 2023, to shareholders of record on September 1, 2023. The Company has paid a regular quarterly dividend since March 2006.

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,


2023

 

2022

 

2023

 

2022









 
Net income per diluted share

$

1.30

 


$

3.26


$

2.15

 


$

6.49

 









 
Excluding the following items







LIFO income

 

(0.06

)


 

-


 

(0.06

)


 

-

 

Metal-Fab inventory fair market value adjustment

 

-

 


 

-


 

0.13

 


 

-

 

Acquisition related expenses

 

-

 


 

-


 

0.16

 


 

-

 

Gain on sale of Milan, IA warehouse

 

-

 


 

-


 

-

 


 

(0.13

)









 
Adjusted net income per diluted share (non-GAAP)

$

1.24

 


$

3.26


$

2.38

 


$

6.36

 









 








 

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


6/30/2023
6/30/2022
6/30/2023
6/30/2022








 
Net income (GAAP):

$

15,019

 


$

37,624


$

24,891

 


$

74,926

 

Excluding the following items:







Foreign exchange loss included in net income

 

28

 


 

15


 

39

 


 

21

 

Interest and other expense on debt

 

4,203

 


 

2,271


 

8,426

 


 

4,269

 

Income tax provision

 

6,522

 


 

13,955


 

10,139

 


 

27,771

 

Depreciation and amortization

 

6,473

 


 

4,946


 

12,674

 


 

9,928

 









 
Earnings before interest, taxes, depreciation and






amortization (EBITDA)

 

32,245

 


 

58,811


 

56,169

 


 

116,915

 









 
LIFO income

 

(1,000

)


 

-


 

(1,000

)


 

-

 

Metal-Fab inventory fair market value adjustment

 

-

 


 

-


 

2,079

 


 

-

 

Acquisition related expenses

 

-

 


 

-


 

2,556

 


 

-

 

Gain on sale of Milan, IA warehouse

 

-

 


 

-


 

-

 


 

(2,083

)









 
Adjusted EBITDA (non-GAAP)

$

31,245

 


$

58,811


$

59,804

 


$

114,832

 


Conference Call and Webcast

A simulcast of Olympic Steel’s 2023 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 4, 2023, 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; rising interest rates and their impacts on our variable interest rate debt; 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; risks associated with the invasion of Ukraine, including economic sanctions, or additional war or military conflict, could adversely affect global metals supply and pricing; general and global business, economic, financial and political conditions, including, but not limited to, recessionary conditions and legislation passed under the current administration; supplier consolidation or addition of new capacity; 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; 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; 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 production schedules, layoffs or work stoppages by our own, our suppliers’ or customers’ personnel; cyclicality and volatility within the metals industry; 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; 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; 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; risks and uncertainties associated with intangible assets, including impairment charges related to indefinite lived intangible 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, adjusted EBITDA and segment adjusted EBITDA, which are non-GAAP financial measures. Management’s view of the Company’s performance includes adjusted earnings per share, adjusted EBITDA and segment 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 is a leading U.S. metals service center focused on the direct sale of processed carbon, coated and stainless flat-rolled sheet, coil and plate steel, aluminum, tin plate, and metal-intensive branded products. The Company’s CTI subsidiary is a leading distributor of steel tubing, bar, pipe, valves and fittings, and fabricator of value-added parts and components. Headquartered in Cleveland, Ohio, Olympic Steel operates from 44 facilities in North America.

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


2023

 

2022

 

2023

 

2022








 
Net sales

$

569,268


$

709,176


$

1,142,344


$

1,405,509








 
Costs and expenses






Cost of materials sold (excludes items shown separately below)

 

441,872


 

560,546


 

894,508


 

1,115,653

Warehouse and processing

 

31,522


 

27,624


 

62,171


 

51,672

Administrative and general

 

31,681


 

31,969


 

64,866


 

61,591

Distribution

 

17,448


 

16,441


 

35,189


 

31,482

Selling

 

10,389


 

10,494


 

20,786


 

21,316

Occupancy

 

4,111


 

3,291


 

8,655


 

6,880

Depreciation

 

5,245


 

4,354


 

10,322


 

8,704

Amortization

 

1,228


 

592


 

2,352


 

1,224








 
Total costs and expenses

 

543,496


 

655,311


 

1,098,849


 

1,298,522








 
Operating income

 

25,772


 

53,865


 

43,495


 

106,987








 
Other loss, net

 

28


 

15


 

39


 

21








 
Income before interest and income taxes

 

25,744


 

53,850


 

43,456


 

106,966








 
Interest and other expense on debt

 

4,203


 

2,271


 

8,426


 

4,269








 
Income before income taxes

 

21,541


 

51,579


 

35,030


 

102,697








 
Income tax provision

 

6,522


 

13,955


 

10,139


 

27,771








 
Net income

$

15,019


$

37,624


$

24,891


$

74,926








 







 
Earnings per share:













 
Net income per share - basic

$

1.30


$

3.26


$

2.15


$

6.49








 
Weighted average shares outstanding - basic

 

11,569


 

11,538


 

11,570


 

11,536








 
Net income per share - diluted

$

1.30


$

3.26


$

2.15


$

6.49








 
Weighted average shares outstanding - diluted

 

11,572


 

11,545


 

11,572


 

11,540


Olympic Steel, Inc.

Balance Sheets

(in thousands)




 

As of June 30, 2023
As of December 31, 2022
Assets





 
Cash and cash equivalents

$

15,170

 


$

12,189

 

Accounts receivable, net

 

227,992

 


 

219,789

 

Inventories, net (includes LIFO reserves of $19,301 and $20,301 as of June 30, 2023 and December 31, 2022, respectively)

 

405,944

 


 

416,931

 

Prepaid expenses and other

 

11,510

 


 

9,197

 




 
Total current assets

 

660,616

 


 

658,106

 




 
Property and equipment, at cost

 

463,291

 


 

429,810

 

Accumulated depreciation

 

(288,300

)


 

(281,478

)




 
Net property and equipment

 

174,991

 


 

148,332

 




 
Goodwill

 

43,690

 


 

10,496

 

Intangible assets, net

 

84,944

 


 

32,035

 

Other long-term assets

 

15,958

 


 

14,434

 

Right of use asset, net

 

33,783

 


 

28,224

 




 
Total assets

$

1,013,982

 


$

891,627

 




 
Liabilities





 
Accounts payable

$

124,087

 


$

101,446

 

Accrued payroll

 

25,180

 


 

40,334

 

Other accrued liabilities

 

22,647

 


 

16,824

 

Current portion of lease liabilities

 

6,878

 


 

6,098

 




 
Total current liabilities

 

178,792

 


 

164,702

 




 
Credit facility revolver

 

238,240

 


 

165,658

 

Other long-term liabilities

 

17,334

 


 

12,619

 

Deferred income taxes

 

13,611

 


 

10,025

 

Lease liabilities

 

27,542

 


 

22,655

 




 
Total liabilities

 

475,519

 


 

375,659

 




 



 
Shareholders' Equity





 
Preferred stock

 

-

 


 

-

 

Common stock

 

135,566

 


 

134,724

 

Accumulated other comprehensive income

 

856

 


 

1,311

 

Retained earnings

 

402,041

 


 

379,933

 




 
Total shareholders' equity

 

538,463

 


 

515,968

 




 
Total liabilities and shareholders' equity

$

1,013,982

 


$

891,627

 


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


2023

 

2022

 

2023

 

2022

 

2023

 

2022













 
Tons sold 1

 

226,275


 

210,604


 

28,711


 

38,386


 

N/A

 


 

N/A

 













 
Net sales

$

326,629


$

370,665


$

147,000


$

226,964


$

95,639

 


$

111,547

 

Average selling price per ton

 

1,444


 

1,760


 

5,120


 

5,913


 

N/A

 


 

N/A

 

Cost of materials sold

 

253,072


 

310,633


 

122,600


 

164,441


 

66,200

 


 

85,472

 

Gross profit

 

73,557


 

60,032


 

24,400


 

62,523


 

29,439

 


 

26,075

 

Operating expenses

 

58,862


 

44,414


 

17,721


 

26,050


 

20,068

 


 

18,775

 

Operating income

 

14,695


 

15,618


 

6,679


 

36,473


 

9,371

 


 

7,300

 













 
Depreciation and amortization

 

3,716


 

2,698


 

1,023


 

1,008


 

1,716

 


 

1,222

 

LIFO income

 

-


 

-


 

-


 

-


 

(1,000

)


 

-

 

Adjusted EBITDA

 

18,411


 

18,316


 

7,702


 

37,481


 

10,087

 


 

8,522

 













 












 


Six months ended June 30,


Carbon Flat Products
Specialty Metals Flat Products
Tubular and Pipe Products


2023

 

2022

 

2023

 

2022

 

2023

 

2022













 
Tons sold 1

 

444,613


 

416,687


 

61,227


 

76,830


 

N/A

 


 

N/A

 













 
Net sales

$

636,447


$

750,214


$

313,564


$

426,443


$

192,333

 


$

228,852

 

Average selling price per ton

 

1,431


 

1,800


 

5,121


 

5,550


 

N/A

 


 

N/A

 

Cost of materials sold

 

501,508


 

638,346


 

260,313


 

305,431


 

132,687

 


 

171,876

 

Gross profit

 

134,939


 

111,868


 

53,251


 

121,012


 

59,646

 


 

56,976

 

Operating expenses

 

114,298


 

86,375


 

37,313


 

50,455


 

40,534

 


 

35,094

 

Operating income

 

20,641


 

25,493


 

15,938


 

70,557


 

19,112

 


 

21,882

 













 
Depreciation and amortization

 

7,323


 

5,372


 

2,007


 

2,013


 

3,309

 


 

2,508

 

LIFO income

 

-


 

-


 

-


 

-


 

(1,000

)


 

-

 

Metal-Fab inventory fair market value adjustment

 

2,079


 

-


 

-


 

-


 

-

 


 

-

 

Gain on sale of Milan, IA warehouse

 

-


 

-


 

-


 

-


 

-

 


 

(2,083

)

Adjusted EBITDA

 

30,043


 

30,865


 

17,945


 

72,570


 

21,421

 


 

22,307

 













 
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 the Tubular and Pipe Products Segment.

Other Information

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





 


As of
June 30,
2023

As of
December 31,
2022
Assets



Flat-products

$

737,819


$

631,607

Tubular and pipe products

 

274,562


 

258,412

Corporate

 

1,601


 

1,608

Total assets

$

1,013,982


$

891,627





 




 
Other information




 


As of
June 30,
2023

As of
December 31,
2022
Shareholders' equity per share

$

48.37


$

46.36





 
Debt to equity ratio
0.44 to 1
0.32 to 1




 




 


Six Months Ended June 30,


2023


2022





 
Net cash from operating activities

$

79,196


$

47,687





 
Cash dividends per share

$

0.25


$

0.18

 

Contacts

Richard A. Manson
Chief Financial Officer
(216) 672-0522
ir@olysteel.com

v3.23.2
Document and Entity Information
Aug. 03, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 03, 2023
Entity Registrant Name Olympic Steel, Inc.
Entity Incorporation, State or Country Code OH
Entity File Number 000-23320
Entity Tax Identification Number 34-1245650
Entity Address, Address Line One 5096 Richmond Road
Entity Address, City or Town Bedford Heights
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44146
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
Entity Emerging Growth Company false
Entity Central Index Key 0000917470
Title of 12(b) Security Common stock, without par value
Trading Symbol ZEUS
Security Exchange Name NASDAQ

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