usap-10q_20170630.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from              to             

Commission File Number 000-25032

 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

 

 

DELAWARE

25-1724540

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

 

600 Mayer Street

Bridgeville, PA 15017

(Address of principal executive offices, including zip code)

(412) 257-7600

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

 

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

 

 

 

 

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.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of July 21, 2017, there were 7,228,277 shares of the Registrant’s common stock outstanding.

 

 

 

 

 


 

Universal Stainless & Alloy Products, Inc.

Table of Contents

 

 

 

DESCRIPTION

 

PAGE NO.

 

 

 

 

 

PART I.

 

FINANCIAL INFORMATION

 

1

 

 

 

 

 

Item 1.

 

Financial Statements

 

1

 

 

 

 

 

 

 

Consolidated Statements of Operations

 

1

 

 

Consolidated Statements of Comprehensive Loss

 

2

 

 

 

 

 

 

 

Consolidated Balance Sheets

 

3

 

 

 

 

 

 

 

Consolidated Statements of Cash Flow

 

4

 

 

 

 

 

 

 

Notes to the Unaudited Consolidated Financial Statements

 

5

 

 

 

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

11

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

19

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

19

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

20

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

20

 

 

 

 

 

Item 1A.

 

Risk Factors

 

20

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

20

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

20

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

20

 

 

 

 

 

Item 5.

 

Other Information

 

20

 

 

 

 

 

Item 6.

 

Exhibits

 

20

 

 

 

 

 

SIGNATURES

 

21

 

 

 

i


 

Part I.

FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Information)

(Unaudited)

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales

 

$

52,607

 

 

$

41,030

 

 

$

101,482

 

 

$

80,624

 

Cost of products sold

 

 

45,441

 

 

 

36,691

 

 

 

90,071

 

 

 

74,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

7,166

 

 

 

4,339

 

 

 

11,411

 

 

 

5,680

 

Selling, general and administrative expenses

 

 

4,499

 

 

 

4,591

 

 

 

9,228

 

 

 

8,429

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

2,667

 

 

 

(252

)

 

 

2,183

 

 

 

(2,749

)

Interest expense and other financing costs

 

 

1,084

 

 

 

948

 

 

 

2,087

 

 

 

2,758

 

Other (income) expense

 

 

(14

)

 

 

39

 

 

 

(20

)

 

 

92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

1,597

 

 

 

(1,239

)

 

 

116

 

 

 

(5,599

)

Provision (benefit) for income taxes

 

 

369

 

 

 

(437

)

 

 

107

 

 

 

(2,357

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,228

 

 

$

(802

)

 

$

9

 

 

$

(3,242

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share - Basic

 

$

0.17

 

 

$

(0.11

)

 

$

0.00

 

 

$

(0.45

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share - Diluted

 

$

0.17

 

 

$

(0.11

)

 

$

0.00

 

 

$

(0.45

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

7,219,423

 

 

 

7,196,891

 

 

 

7,217,943

 

 

 

7,179,746

 

Diluted

 

 

7,360,137

 

 

 

7,196,891

 

 

 

7,333,106

 

 

 

7,179,746

 

 

The accompanying notes are an integral part of these consolidated financial statements.


1


 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Dollars in Thousands)

(Unaudited)

 

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income (loss)

 

$

1,228

 

 

$

(802

)

 

$

9

 

 

$

(3,242

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of losses on foreign currency contracts to net income

 

 

18

 

 

 

-

 

 

 

18

 

 

 

-

 

Unrealized loss on foreign currency contracts

 

 

(40

)

 

 

-

 

 

 

(71

)

 

 

-

 

Other comprehensive loss

 

 

(22

)

 

 

-

 

 

 

(53

)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

1,206

 

 

$

(802

)

 

$

(44

)

 

$

(3,242

)

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

2


 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

(Unaudited)

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

(Derived from

 

 

 

 

 

 

 

 

audited

 

 

 

(Unaudited)

 

 

statements)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash

 

$

 

97

 

 

$

 

75

 

Accounts receivable (less allowance for doubtful accounts of $468 and $309, respectively)

 

 

 

29,030

 

 

 

 

19,437

 

Inventory, net

 

 

 

100,140

 

 

 

 

91,342

 

Other current assets

 

 

 

4,237

 

 

 

 

2,729

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

133,504

 

 

 

 

113,583

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

 

177,408

 

 

 

 

182,398

 

Other long-term assets

 

 

 

64

 

 

 

 

64

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

 

310,976

 

 

$

 

296,045

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

29,129

 

 

$

 

19,906

 

Accrued employment costs

 

 

 

3,253

 

 

 

 

3,803

 

Current portion of long-term debt

 

 

 

4,675

 

 

 

 

4,579

 

Other current liabilities

 

 

 

1,051

 

 

 

 

898

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

38,108

 

 

 

 

29,186

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

73,013

 

 

 

 

67,998

 

Deferred income taxes

 

 

 

16,757

 

 

 

 

17,629

 

Other long-term liabilities

 

 

 

12

 

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

127,890

 

 

 

 

114,825

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

Senior preferred stock, par value $0.001 per share; 1,980,000 shares

   authorized; 0 shares issued and outstanding

 

 

 

-

 

 

 

 

-

 

Common stock, par value $0.001 per share; 20,000,000 shares authorized; 7,521,132 and 7,508,154 shares issued, respectively

 

 

 

8

 

 

 

 

8

 

Additional paid-in capital

 

 

 

57,470

 

 

 

 

56,397

 

Other comprehensive (loss) income

 

 

 

(32

)

 

 

 

21

 

Retained earnings

 

 

 

127,930

 

 

 

 

127,084

 

Treasury stock, at cost; 292,855 common shares held

 

 

 

(2,290

)

 

 

 

(2,290

)

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

 

183,086

 

 

 

 

181,220

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

 

310,976

 

 

$

 

296,045

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

3


 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Dollars in Thousands)

(Unaudited)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2017

 

 

2016

 

Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

 

9

 

 

$

 

(3,242

)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

9,365

 

 

 

 

9,147

 

Deferred income tax

 

 

 

(16

)

 

 

 

(2,365

)

Write-off of deferred financing costs

 

 

 

-

 

 

 

 

768

 

Share-based compensation expense

 

 

 

971

 

 

 

 

684

 

Net gain on asset disposals

 

 

 

-

 

 

 

 

(349

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

 

(9,614

)

 

 

 

(2,350

)

Inventory, net

 

 

 

(9,798

)

 

 

 

(2,141

)

Accounts payable

 

 

 

8,655

 

 

 

 

6,140

 

Accrued employment costs

 

 

 

(550

)

 

 

 

186

 

Income taxes

 

 

 

117

 

 

 

 

265

 

Other, net

 

 

 

(752

)

 

 

 

19

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

 

 

(1,613

)

 

 

 

6,762

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

 

(3,068

)

 

 

 

(1,736

)

Proceeds from sale of property, plant and equipment

 

 

 

-

 

 

 

 

1,571

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

(3,068

)

 

 

 

(165

)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

Borrowings under revolving credit facility

 

 

 

158,180

 

 

 

 

131,030

 

Payments on revolving credit facility

 

 

 

(150,830

)

 

 

 

(152,298

)

Borrowings under term loan facility

 

 

 

-

 

 

 

 

30,000

 

Payments on term loan facility, capital leases, and convertible notes

 

 

 

(2,751

)

 

 

 

(15,171

)

Payments of deferred financing costs

 

 

 

-

 

 

 

 

(702

)

Proceeds from the issuance of common stock

 

 

 

104

 

 

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

 

4,703

 

 

 

 

(6,641

)

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

 

22

 

 

 

 

(44

)

Cash at beginning of period

 

 

 

75

 

 

 

 

112

 

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$

 

97

 

 

$

 

68

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1:  Nature of Business and Basis of Presentation

Universal Stainless & Alloy Products, Inc., and its wholly-owned subsidiaries (“Universal”, “we”, “our” or the “Company”), manufacture and market semi-finished and finished specialty steel products, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. Our manufacturing process involves melting, remelting, heat treating, hot and cold rolling, forging, machining and cold drawing of semi-finished and finished specialty steels. Our products are sold to service centers, forgers, rerollers, original equipment manufacturers and wire redrawers. Our customers further process our products for use in a variety of industries, including the aerospace, power generation, oil and gas, heavy equipment, and general industrial manufacturing industries. We also perform conversion services on materials supplied by customers.

The accompanying unaudited consolidated statements include the accounts of Universal Stainless & Alloy Products, Inc. and its subsidiaries and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reports and the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to such regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our most recently audited financial statements and the notes thereto included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments necessary to present a fair presentation of the consolidated financial statements for the periods shown. Interim results are not necessarily indicative of the operating results for the full fiscal year or any future period. The preparation of these financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results may differ from our estimates. The consolidated financial statements include our accounts and the accounts of our wholly–owned subsidiaries. All intercompany transactions and balances have been eliminated.

Recently Adopted Accounting Pronouncements

Effective January 1, 2017, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2016-09 “Improvements to Employee Share-Based Payment Accounting”.  This ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. Excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows upon the adoption of this ASU, eliminating additional paid in capital (“APIC”) pools. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis.   This ASU also eliminates the requirement that excess tax benefits be realized before companies can recognize them.  As a result of the implementation of this guidance, we recorded an adjustment to retained earnings of $0.8 million and a corresponding deferred tax asset for the cumulative effect of excess tax benefits that were not previously recognized.  We recorded $0.1 million  of tax expense as discrete items in the six months ended June 30, 2017 for the expiration of stock options.  This amount would have been recorded to APIC under the previous guidance.  We have elected to account for forfeitures as they occur.  This election has not had a material impact on our financial statements.

Effective January 1, 2017, we adopted the FASB ASU 2015-11, “Simplifying the Measurement of Inventory”.  This ASU simplifies the guidance on the subsequent measurement of inventory, excluding inventory measured using last-in, first out or the retail inventory method. Under the new standard, inventory should be valued at the lower of cost and net realizable value.  The implementation of this guidance did not have a material impact on our financial statements.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all ASUs.  Recently issued ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-2 “Leases (Topic 842)”.  The ASU requires lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability.  For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance.  The criteria for evaluating are similar to those applied in current leases accounting.  This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 with early adoption permitted.  We are currently evaluating the impact of this guidance on our financial statements and the timing of adoption.

5


 

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)”. This topic converges the guidance within U.S. GAAP and International Financial Reporting Standards and supersedes Accounting Standards Codification 605, Revenue Recognition. The new standard requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We have completed a preliminary evaluation of this guidance and we do not expect it to have a material impact on our financial statements. We will continue our evaluation of this ASU through the date of adoption.

Note 2:  Net (loss) income per Common Share

The following table sets forth the computation of basic and diluted net (loss) income per common share:

 

 

 

Three months ended

 

Six months ended

 

 

June 30,

 

June 30,

(dollars in thousands, except per share amounts)

 

2017

 

2016

 

2017

 

2016

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,228

 

$

(802)

 

$

9

 

$

(3,242)

Adjustment for interest expense on convertible notes (A)

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss), as adjusted

 

$

1,228

 

$

(802)

 

$

9

 

$

(3,242)

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares of common stock outstanding

 

 

7,219,423

 

 

7,196,891

 

 

7,217,943

 

 

7,179,746

Weighted average effect of dilutive stock options and other stock compensation

 

 

140,714

 

 

-

 

 

115,163

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares of common stock outstanding, as adjusted

 

 

7,360,137

 

 

7,196,891

 

 

7,333,106

 

 

7,179,746

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share - Basic

 

$

0.17

 

$

(0.11)

 

$

0.00

 

$

(0.45)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share - Diluted

 

$

0.17

 

$

(0.11)

 

$

0.00

 

$

(0.45)

 

(A)

An adjustment for interest expense on convertible notes was excluded from the loss per share calculation for the three and six months ended June 30, 2017 and 2016 as a result of the convertible notes being antidilutive.

We had options to purchase 591,700 and 696,300 shares of common stock outstanding at an average price of $30.26 and $28.44, respectively, which were excluded in the computation of diluted net income (loss) per common share for the three months ended June 30, 2017 and 2016, respectively. We had options to purchase 616,200 and 818,250 shares of common stock outstanding at an average price of $29.90 and $27.01, respectively, which were excluded in the computation of diluted net income (loss) per common share for the six months ended June 30, 2017 and 2016, respectively. These outstanding options were not included in the computation of diluted net income (loss) per common share because their respective exercise prices were greater than the average market price of our common stock.  The calculation of diluted net income (loss) per common share for the three months ended June 30, 2017 and 2016 excluded 410,204 and 407,466 shares, respectively, for the assumed conversion of convertible notes as a result of being anti-dilutive.  The calculation of diluted net income (loss) per common share for the six months ended June 30, 2017 and 2016 excluded 408,526 and 409,078 shares, respectively, for the assumed conversion of convertible notes as a result of being anti-dilutive. The calculation of diluted net loss per common share for the three and six months ended June 30, 2016 excluded 5,313 and 1,539 shares, respectively, for the assumed exercise of stock options as a result of being in a net loss position.

 

6


 

Note 3:  Inventory

Our raw material and starting stock inventory is primarily comprised of ferrous and non-ferrous scrap metal and alloys such as nickel, chrome, molybdenum, cobalt and copper.  Our semi-finished and finished steel products are work-in-process in various stages of production or are finished products waiting to be shipped to our customers.  Operating materials are primarily comprised of forge dies and production molds and rolls that are consumed over their useful lives. During the six months ended June 30, 2017 and 2016, we amortized these operating materials in the amount of $1.0 million and $0.8 million, respectively.  This expense is recorded as a component of cost of products sold on the consolidated statements of operations and included as a part of our total depreciation and amortization on the consolidated statements of cash flows. Inventory is stated at the lower of cost or market with cost principally determined on a weighted average cost method. Such costs include the acquisition cost for raw materials and supplies, direct labor and applied manufacturing overhead. We assess market based upon actual and estimated transactions at or around the balance sheet date. Typically, we reserve for slow-moving inventory and inventory that is being evaluated under our quality control process.  The reserves are based upon management’s expected method of disposition.  Inventories consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

(in thousands)

 

2017

 

 

2016

 

Raw materials and starting stock

 

$

 

8,247

 

 

$

 

5,769

 

Semi-finished and finished steel products

 

 

 

83,815

 

 

 

 

77,510

 

Operating materials

 

 

 

10,329

 

 

 

 

9,893

 

 

 

 

 

 

 

 

 

 

 

 

Gross inventory

 

 

 

102,391

 

 

 

 

93,172

 

Inventory reserves

 

 

 

(2,251

)

 

 

 

(1,830

)

 

 

 

 

 

 

 

 

 

 

 

Total inventory, net

 

$

 

100,140

 

 

$

 

91,342

 

 

Note 4: Long-Term Debt

Long-term debt consisted of the following:

 

 

 

June 30,

 

December 31,

(in thousands)

 

2017

 

2016

Revolving credit facility

 

$

33,896

 

$

26,546

Convertible notes

 

 

19,000

 

 

19,000

Term loan

 

 

23,685

 

 

26,273

Capital leases

 

 

1,984

 

 

1,763

Total debt

 

 

78,565

 

 

73,582

Less: current portion of long-term debt

 

 

(4,675)

 

 

(4,579)

Less: deferred financing costs

 

 

(877)

 

 

(1,005)

 

 

 

 

 

 

 

Long-term debt

 

$

73,013

 

$

67,998

 

Credit Facility

We have a Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”) with PNC Bank, National Association, as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, and PNC Capital Markets LLC, as sole lead arranger and sole bookrunner.  The Credit Agreement provides for a senior secured revolving credit facility not to exceed $65.0 million (the “Revolving Credit Facility”) and a senior secured term loan facility (the “Term Loan”) in the amount of $30.0 million (together with the Revolving Credit Facility, the “Facilities”).  The Credit Agreement also provides for a letter of credit sub-facility not to exceed $10.0 million and a swing loan sub-facility not to exceed $6.5 million.  The Company may request to increase the maximum aggregate principal amount of borrowings under the Revolving Credit Facility by $25.0 million prior to January 21, 2020.  

The Facilities, which expire upon the earlier of (i) January 21, 2021 or (ii) the date that is 90 days prior to the scheduled maturity date of the Convertible Notes (as defined below) (in either case, the “Expiration Date”), are collateralized by a first lien in substantially all of the assets of the Company and its subsidiaries, except that no real property is collateral under the Facilities other than the Company’s real property in North Jackson, Ohio.

Availability under the Revolving Credit Facility is based on eligible accounts receivable and inventory.  The Company is required to pay a commitment fee of 0.25% based on the daily unused portion of the Revolving Credit Facility.

7


 

With respect to the Term Loan, the Company makes quarterly installment payments of principal of approximately $1.1 million, plus accrued and unpaid interest, on the first day of each fiscal quarter. To the extent not previously paid, the Term Loan will become due and payable in full on the Expiration Date.

Amounts outstanding under the Facilities, at the Company’s option, will bear interest at either a base rate plus a margin or a rate based on LIBOR plus a margin, in either case calculated in accordance with the terms of the Credit Agreement.  Interest under the Credit Agreement is payable monthly.  We elected to use the LIBOR based rate for the majority of the debt outstanding under the Facilities for the six months ended June 30, 2017, which was 4.06% on our Revolving Credit Facility and 4.56% for the Term Loan at June 30, 2017.

The Credit Agreement contains customary affirmative and negative covenants.  The Company must maintain a fixed charge coverage ratio of not less than 1.10 to 1.0, in each case measured on a rolling four-quarter basis calculated in accordance with the terms of the Credit Agreement.  We were in compliance with our covenants under the Credit Agreement at June 30, 2017 and December 31, 2016.

At June 30, 2017, we had deferred financing costs of approximately $0.9 million.  For the six months ended June 30, 2017, we amortized $0.1 million of deferred financing costs.

 

Convertible Notes

In connection with the acquisition of the North Jackson facility, in August 2011, we issued $20.0 million in convertible notes (collectively, the “Notes”) to the sellers of the North Jackson facility as partial consideration of the acquisition.  

On January 21, 2016, the Company entered into Amended and Restated Convertible Notes (collectively, the “Convertible Notes”) in the aggregate principal amount of $20.0 million, each in favor of Gorbert Inc. (the “Holder”). The Convertible Notes amended and restated the Notes. The Company’s obligations under the Convertible Notes are collateralized by a second lien on the same assets of the Company that collateralize the obligations of the Company under the Facilities. The Convertible Notes mature on March 17, 2019 and the maturity date may be extended, at the Company’s option, to March 17, 2020 and further to March 17, 2021.  If the Company elects to extend the maturity date of the Convertible Notes to March 17, 2020, principal payments in the aggregate of $2.0 million will be required on March 17, 2019.  If the Company elects to extend the maturity date of the Convertible Notes further to March 17, 2021, principal payments in the aggregate of $2.0 million will be required on March 17, 2020.

The Convertible Notes bear interest at a rate of 5.0% per year through and including August 17, 2017 and a rate of 6.0% per year from and after August 18, 2017.  Through and including June 18, 2017, all accrued and unpaid interest is payable semi-annually in arrears on each June 18 and December 18. After June 18, 2017, all accrued and unpaid interest is payable quarterly in arrears on each September 18, December 18, March 18 and June 18.

The Holder may elect at any time on or prior to August 17, 2017 to convert all or any portion of the outstanding principal amount of the Convertible Notes which is an integral multiple of $100,000. The Convertible Notes are convertible into shares of common stock and, in certain circumstances, cash, securities and/or other assets. The Convertible Notes are convertible based on an initial conversion rate of 21.2 shares of Common Stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of $47.1675 per share). The conversion rate and the conversion price associated with the Convertible Notes may be adjusted in certain circumstances. The Holder’s conversion rights will be void and no longer subject to exercise by the Holder beginning on August 17, 2017.

Capital Leases

The Company enters into capital lease arrangements from time to time.  The capital assets and obligations are recorded at the present value of minimum lease payments.  The assets are included in Property, plant and equipment, net on the Consolidated Balance Sheet and are depreciated over the respective lease terms which range from three to five years.  The long-term component of the capital lease obligations is included in Long-term debt and the current component is included in Current portion of long-term debt.  During the six months ended June 30, 2017, the Company entered into capital lease agreements for which the net present value of the minimum lease payments, at inception, was $0.4 million.  These amounts have been excluded from the Consolidated Statement of Cash Flows as they are non-cash.

8


 

As of June 30, 2017, future minimum lease payments applicable to capital leases were as follows:

 

2017

 

$

286

2018

 

 

571

2019

 

 

571

2020

 

 

549

2021

 

 

447

2022

 

 

23

Total minimum capital lease payments

 

$

2,447

Less amounts representing interest

 

 

(463)

Present value of net minimum capital lease payments

 

$

1,984

Less current obligation

 

 

(389)

Total long-term capital lease obligation

 

$

1,595

 

For the three and six months ended June 30, 2017 the amortization of capital lease assets was $0.1 and $0.2 million, respectively, which is included in cost of products sold in the Consolidated Statement of Operations.

Note 5:  Fair Value Measurement

The fair value hierarchy has three levels based on the inputs used to determine fair value, which are as follows:

Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.

Level 2 — Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The carrying amounts of our cash, accounts receivable and accounts payable approximated fair value at June 30, 2017 and December 31, 2016 due to their short-term maturities (Level 1). The fair value of the Term Loan, Revolving Credit facility and swing loans at June 30, 2017 and December 31, 2016 approximated the carrying amount as the interest rate is based upon floating short-term interest rates (Level 2).  At June 30, 2017 and December 31, 2016, the fair value of our Convertible Notes was approximately $18.5 and $18.4 million, respectively (Level 2).

Note 6:  Commitments and Contingencies

From time to time, various lawsuits and claims have been or may be asserted against us relating to the conduct of our business, including routine litigation relating to commercial and employment matters. The ultimate cost and outcome of any litigation or claim cannot be predicted with certainty. Management believes, based on information presently available, that the likelihood that the ultimate outcome of any such pending matter will have a material adverse effect on our financial condition, or liquidity or a material impact on our results of operations is remote, although the resolution of one or more of these matters may have a material adverse effect on our results of operations for the period in which the resolution occurs.

Note 7:  Income Taxes

Management estimates the annual effective income tax rate quarterly, based on current annual forecasted results. Items unrelated to current year ordinary income are recognized entirely in the period identified as a discrete item of tax. The quarterly income tax provision (benefit) is comprised of tax on ordinary income provided at the most recent estimated annual effective tax rate (“ETR”), increased or decreased for the tax effect of discrete items.

For the six months ended June 30, 2017 and 2016, our estimated annual effective tax rates applied to ordinary income (losses) were 22.4% and 42.1%, respectively.  The difference between the statutory rate and the projected annual ETR of 22.4%, for 2017, is primarily due to the research and development credit.

9


 

Including the effect of discrete items, our effective tax rates for the six months ended June 30, 2017 and 2016 were 92.2% and 42.1%, respectively.  The difference between the annual ETR of 22.4% and the rate of 92.2% for the six months ended June 30, 2017 is primarily the result of the adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which now requires tax expense to be recognized as discrete items in the quarter that stock options expire, or are forfeited.

Note 8: Derivatives and Hedging

The Company invoices certain customers in foreign currencies. In order to mitigate the risks associated with fluctuations in exchange rates with the US Dollar, during 2016, the Company entered into foreign exchange forward contracts for a portion of these sales and has designated these contracts as cash flow hedges. The notional value of these contracts at June 30, 2017 and December 31, 2016 was $1.2 million and $2.4 million, respectively.  An accumulated unrealized loss of $32,000 was recorded in other comprehensive income at June 30, 2017 and an accumulated unrealized gain of $21,000 was recorded in other comprehensive income at December 31, 2016.

10


 

ITEM  2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains or incorporates forward looking statements within the meaning of the Private Securities Reform Act of 1995, which involves risks and uncertainties. The following information should be read in conjunction with the unaudited consolidated financial information and the notes thereto included in this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward looking statements. Actual events or results may differ materially due to competitive factors and other factors referred to in Part 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016, our other filings with the Securities and Exchange Commission and elsewhere in this Quarterly Report. These factors may cause our actual results to differ materially from any forward looking statement. These forward looking statements are based on current expectations, estimates, forecasts, and projections about the industry and markets in which we operate, and management’s beliefs and assumptions. In addition, other written or oral statements that constitute forward looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “estimate,” “may,” “target,” “project,” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict.

Business Overview

We manufacture and market semi-finished and finished specialty steel products, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. Our manufacturing process involves melting, remelting, heat treating, hot and cold rolling, forging, machining and cold drawing of semi-finished and finished specialty steels. Our products are sold to rerollers, forgers, service centers, original equipment manufacturers and wire redrawers. Our customers further process our products for use in a variety of industries, including the aerospace, power generation, oil and gas, heavy equipment and general industrial markets. We also perform conversion services on materials supplied by customers.

Net sales in the second quarter of 2017 were $52.6 million, an increase of $11.6 million, or 28.2%, from the second quarter of 2016 and an increase of $3.7 million, or 7.6%, from the first quarter of 2017. Net sales increased across all end markets in the second quarter of 2017 compared to the second quarter of 2016 with heavy equipment up $4.6 million, or 104.7%, aerospace up $2.7 million, or 10.3%, oil & gas up $2.0 million, or 69.9%, power generation up $1.3 million, or 39.3%, and general industrial, conversion services and other up $1.0 million, or 23.6%.   Compared to the first quarter of 2017, aerospace end market net sales increased by $2.3 million, or 8.6%, heavy equipment increased by $1.3 million, or 16.4%, and power generation increased by $0.5 million, or 12.8%, while net sales to the general industrial, conversion services and other end market declined by $0.3 million, or 5.6%, and oil & gas declined by $0.1 million, or 1.5%.  During the second quarter of 2017, our net sales of premium alloy products, which we define as all vacuum induction melt products represented a record $6.8 million, or 12.9% of total net sales.  This compared to the second quarter of 2016 when premium alloy net sales were $3.8 million, or 9.2% of total net sales, and the first quarter of 2017 when premium alloy net sales were $5.8 million, or 11.9% of total net sales.  Our premium alloy products are primarily sold to the aerospace end market.  Our backlog, before surcharges, at June 30, 2017 was $63.5 million, an increase of $25.0 million, or 64.8%, compared to the end of the second quarter of 2016 and an increase of $6.4 million, or 11.2%, compared to March 31, 2017.

The Company’s gross margin for the second quarter of 2017 was $7.2 million, or 13.6% of net sales, compared to $4.3 million, or 10.6% of net sales, for the second quarter of 2016 and $4.2 million, or 8.7% of net sales, for the first quarter of 2017. Gross margin in the second quarter of 2017 benefited from the realization of manufacturing productivity savings, improved operating leverage, as well as a more favorable product mix.

Selling, General and Administrative (“SG&A”) expenses were $4.5 million (8.6% of sales) in the second quarter 2017  compared to $4.6 million (11.2% of sales) in the second quarter of 2016 and $4.7 million (9.7% of sales) in the first quarter of 2017.

Our net income was $1.2 million for the second quarter of 2017 compared to a net loss of $0.8 million in the second quarter of 2016 and a net loss of $1.2 million in the first quarter of 2017.  

 

With business conditions and demand remaining positive and the continued strength in our order entry and backlog, we are on plan to deliver further progress along with sustained profitability in the third quarter and beyond.

 

11


 

Results of Operations

Three months ended June 30, 2017 as compared to the three months ended June 30, 2016

 

 

 

Three months ended June 30,

 

 

 

 

(in thousands, except shipped ton information)

 

2017

 

2016

 

 

 

 

 

 

 

Amount

 

Percentage of net sales

 

Amount

 

Percentage of net sales

 

Dollar / ton variance

 

Percentage variance

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stainless steel

 

$

37,157

 

70.6

%

 

$

30,172

 

73.5

%

 

$

6,985

 

23.2

%

High-strength low alloy steel

 

 

3,418

 

6.5

 

 

 

3,784

 

9.2

 

 

 

(366)

 

(9.7)

 

Tool steel

 

 

8,665

 

16.5

 

 

 

4,305

 

10.5

 

 

 

4,360

 

101.3

 

High-temperature alloy steel

 

 

2,901

 

5.5

 

 

 

1,626

 

4.0

 

 

 

1,275

 

78.4

 

Conversion services and other sales

 

 

466

 

0.9

 

 

 

1,143

 

2.8

 

 

 

(677)

 

(59.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net sales

 

 

52,607

 

100.0

 

 

 

41,030

 

100.0

 

 

 

11,577

 

28.2

 

Cost of products sold

 

 

45,441

 

86.4

 

 

 

36,691

 

89.4

 

 

 

8,750

 

23.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

7,166

 

13.6

 

 

 

4,339

 

10.6

 

 

 

2,827

 

65.2

 

Selling, general and administrative expenses

 

 

4,499

 

8.6

 

 

 

4,591

 

11.2

 

 

 

(92)

 

(2.0)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

2,667

 

5.0

 

 

 

(252)

 

(0.6)

 

 

 

2,919

 

NM

 

Interest expense

 

 

1,020

 

1.9

 

 

 

887

 

2.2

 

 

 

133

 

15.0

 

Deferred financing amortization

 

 

64

 

0.1

 

 

 

61

 

0.1

 

 

 

3

 

4.9

 

Other (income) expense

 

 

(14)

 

-

 

 

 

39

 

0.1