8-K
UNIVERSAL STAINLESS & ALLOY PRODUCTS INC false 0000931584 0000931584 2021-07-21 2021-07-21 0000931584 us-gaap:CommonStockMember 2021-07-21 2021-07-21 0000931584 us-gaap:PreferredStockMember 2021-07-21 2021-07-21

 

 

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): July 21, 2021

 

 

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39467   25-1724540
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

600 Mayer Street, Bridgeville, Pennsylvania   15017
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (412) 257-7600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class

 

Trading
Symbol

 

Name of Each Exchange
on Which Registered

Common Stock, par value $0.001 per share   USAP   The Nasdaq Stock Market, LLC
Preferred Stock Purchase Rights     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 July 21, 2021, Universal Stainless & Alloy Products, Inc. (the “Company”) issued a press release regarding its results for the quarter ended June 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including the attached press release regarding the Company’s results for the quarter ended June 30, 2021, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)    Exhibits
99.1    Press Release dated July 21, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By:  

/s/ Dennis M. Oates

  Dennis M. Oates
  Chairman, President and
  Chief Executive Officer

Dated: July 21, 2021

EX-99.1

Exhibit 99.1

 

LOGO

 

CONTACTS:  

Dennis M. Oates

Chairman,

President and CEO

(412) 257-7609

  

June Filingeri

President

Comm-Partners LLC

(203) 972-0186

  

            

FOR IMMEDIATE RELEASE

UNIVERSAL STAINLESS REPORTS IMPROVED SECOND QUARTER 2021 RESULTS

 

 

Quarter-end Backlog increases 70.6% to $98.9 million versus $58.0 million at end of Q1 2021

 

Q2 2021 Sales rise 4.0% sequentially to $38.5 million; Premium alloy sales are 15.3% of sales

 

Q2 2021 Gross margin is 5.6% of sales, highest level since Q1 2020

 

Q2 2021 Net loss reduced to $2.5 million, or $0.28 per diluted share; Net loss is $1.0 million, or $0.11 per diluted share, excluding $2.1 million (pre-tax) of fixed cost absorption charges

 

Q2 2021 EBITDA is $1.8 million; Adjusted EBITDA is $4.1 million

 

$10 million PPP term note forgiven in July 2021, to be recorded in Q3 2021

BRIDGEVILLE, PA, July 21, 2021 – Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) today reported net sales for the second quarter of 2021 of $38.5 million, an increase of 4.0% from $37.0 million in the first quarter of 2021, although 26.6% lower than $52.5 million in the second quarter of 2020.

Sales of premium alloys in the second quarter of 2021 were $5.9 million, or 15.3% of sales, compared with $7.6 million, or 20.4% of sales, in the first quarter of 2021, and $12.4 million, or 23.7% of sales, in the second quarter of 2020. The Company noted that second quarter bookings and its growing backlog reflect premium alloy volume in excess of 20%.

The Company’s gross margin turned positive in the second quarter of 2021 at $2.2 million, or 5.6% of sales, compared with a loss of $0.2 million, or (0.7%) of sales in the first quarter of 2021. The gross margin included fixed cost absorption charges of $2.1 million and $2.6 million in the second and first quarters of 2021, respectively. In the second quarter of 2020, the gross margin was $1.9 million, or 3.7% of sales.

Chairman, President and CEO Dennis Oates commented: “We said in January that we expected consecutive quarterly improvement this year, with momentum building in the second half of 2021. That is now playing out as seen in our second quarter results, and with a 71% increase in backlog and record order entry.

“Second quarter sales in each of our end markets demonstrated strong quarter-over-quarter growth, with the exception of aerospace which was off 4.1% from the first quarter. Indications continue to point to demand recovery in the commercial aerospace market in the second half of 2021, especially in the fourth quarter. The recent jump in domestic airline passenger traffic, combined with the pace of new aircraft orders from major airlines and increases in aircraft build rates, strongly support that outlook and the growing confidence of our customers.

“Additional positive developments across our end markets are also driving demand. That includes a jump in new car demand and planned new model introductions as well as a pick-up in industrial manufacturing, which are benefitting our heavy equipment sales, while the bounce in oil prices and the increase in the U.S. rotary rig count are positives for the oil & gas market.

 

1


“Since the onset of the pandemic we have been laser focused on restoring our profitability by aligning spending to forecasted revenue and operating levels, reducing costs and controlling working capital. As a tangible sign of our progress, we achieved a gross margin of 5.6% in the second quarter, the highest level since the first quarter of 2020. We also benefitted from positive operating leverage on increased volume, and a firming price environment.

Mr. Oates concluded: “We are determined to make further progress in the balance of the year and take full advantage of our recovering markets. The dedication of our team, the support of our customers and our commitment to providing critical products to our markets will make that possible.”

Quarterly and Year-to-Date Results of Operations

For the first six months of 2021, net sales totaled $75.5 million, compared with $111.0 million in the same period of 2020. Sales of premium alloys were $13.4 million, or 17.8% of sales, in the first half of 2021, compared with $20.1 million, or 18.1% of sales, in the first half of 2020.

Selling, general and administrative expenses were $5.2 million, or 13.4% of sales, in the second quarter of 2021, compared with $5.2 million, or 14.1% of sales, in the first quarter of 2021, and $5.4 million, or 10.3% of sales, in the second quarter of 2020.

The net loss for the second quarter of 2021 was reduced to $2.5 million, or $0.28 per diluted share, compared with a net loss of $4.5 million, or $0.51 per diluted share, in the first quarter of 2021, and a net loss of $3.3 million, or $0.38 per diluted share, in the second quarter of 2020. For the first six months of 2021, the net loss was $7.0 million, or $0.79 per diluted share, compared with a net loss was $4.7 million, or $0.54 per diluted share, in the first six months of 2020.

The Company’s EBITDA for the second quarter of 2021 was $1.8 million compared with a loss of $0.7 million for the first quarter of 2021, and EBITDA of $1.4 million in the second quarter of 2020. Second quarter 2021 adjusted EBITDA was $4.1 million.

Managed working capital was $116.0 million at June 30, 2021 compared with $112.3 million at March 31, 2021, and $151.0 million at the end of the second quarter of 2020. The Company lowered working capital starting in 2020 in response to low activity levels caused by the impact of the Covid-19 pandemic on its end markets. Inventory was $120.8 million at the end of the second quarter of 2021 compared with $111.6 million at the end of the 2021 first quarter, and $135.1 million at the end of the 2020 second quarter.

Backlog (before surcharges) increased 70.6% to $98.9 million at June 30, 2021 from $58.0 million at March 31, 2021 and was 37.7% higher than $71.8 million at the end of the second quarter of 2020.

The Company’s total debt at June 30, 2021 was $53.0 million, compared with $51.6 million at March 31, 2021, and $72.5 million at June 30, 2020. Total debt at June 30, 2021 includes a $10.0 million term note, issued on April 15, 2020 under the Paycheck Protection Program. The Company received notification of full forgiveness of the PPP term note in July 2021, which will be recorded in the third quarter.

Capital expenditures for the second quarter of 2021 totaled $1.8 million, compared with $2.7 million for the first quarter of 2021, and $3.2 million in the second quarter of 2020. All capital projects in process continue on-time and according to budget, and the Company continues to expect capital expenditures in 2021 to approximate $11.0 million to support its strategic growth initiatives.

Conference Call and Webcast

The Company has scheduled a conference call for today, July 21st, at 10:00 a.m. (Eastern) to discuss second quarter 2021 results. Those wishing to listen to the live conference call via telephone should dial 706-679-0668, passcode 1097189. A simultaneous webcast will be available on the Company’s website at www.univstainless.com,

 

2


and thereafter archived on the website through the end of the third quarter of 2021.

About Universal Stainless & Alloy Products, Inc.

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

Forward-Looking Information Safe Harbor

Except for historical information contained herein, the statements in this release are forward-looking statements that are made pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, among others, the Company’s ability to maintain its relationships with its significant customers and market segments; the Company’s response to competitive factors in its industry that may adversely affect the market for finished products manufactured by the Company or its customers; the Company’s ability to compete successfully with domestic and foreign producers of specialty steel products and products fashioned from alternative materials; changes in overall demand for the Company’s products and the prices at which the Company is able to sell its products in the aerospace industry, from which a substantial amount of our sales is derived; the Company’s ability to develop, commercialize, market and sell new applications and new products; the receipt, pricing and timing of future customer orders; the impact of changes in the Company’s product mix on the Company’s profitability; the Company’s ability to maintain the availability of raw materials and operating supplies with acceptable pricing; the availability and pricing of electricity, natural gas and other sources of energy that the Company needs for the manufacturing of its products; risks related to property, plant and equipment, including the Company’s reliance on the continuing operation of critical manufacturing equipment; the Company’s success in timely concluding collective bargaining agreements and avoiding strikes or work stoppages; the Company’s ability to attract and retain key personnel; the Company’s ongoing requirement for continued compliance with laws and regulations, including applicable safety and environmental regulations; the ultimate outcome of the Company’s current and future litigation matters; the Company’s ability to meet its debt service requirements and to comply with applicable financial covenants; risks associated with conducting business with suppliers and customers in foreign countries; public health issues, including COVID-19 and its uncertain impact on our facilities and operations and our customers and suppliers and the effectiveness of the Company’s actions taken in response to these risks; risks related to acquisitions that the Company may make; the Company’s ability to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches; the impact on the Company’s effective tax rates from changes in tax rules, regulations and interpretations in the United States and other countries where it does business; and the impact of various economic, credit and market risk uncertainties. Many of these factors are not within the Company’s control and involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from any future performance suggested herein. Any unfavorable change in the foregoing or other factors could have a material adverse effect on the Company’s business, financial condition and results of operations. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control. Certain of these risks and other risks are described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, copies of which are available from the SEC or may be obtained upon request from the Company.

Non-GAAP Financial Measures

This press release includes discussions of financial measures that have not been determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP). These measures include earnings (loss) before interest, income taxes, depreciation and amortization (EBITDA) and Adjusted EBITDA. We include these measurements to enhance the understanding of our operating performance. We believe that EBITDA, considered along with net earnings (loss),

 

3


is a relevant indicator of trends relating to cash generating activity of our operations. Adjusted EBITDA excludes the effect of share-based compensation expense and noted special items such as impairments and costs or income related to special events such as periods of low activity or insurance claims. We believe that excluding these costs provides a consistent comparison of the cash generating activity of our operations. We believe that EBITDA and Adjusted EBITDA are useful to investors as they facilitate a comparison of our operating performance to other companies who also use EBITDA and Adjusted EBITDA as supplemental operating measures. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measures. These non-GAAP measures may not be entirely comparable to similarly titled measures used by other companies due to potential differences among calculation methodologies. A reconciliation of these non-GAAP financial measures to their most directly comparable financial measure prepared in accordance with GAAP is included in the tables that follow.

[TABLES FOLLOW]

 

4


UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

FINANCIAL HIGHLIGHTS

(Dollars in Thousands, Except Per Share Information)

(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2021     2020     2021     2020  

Net sales

   $         38,502     $         52,479     $         75,540     $         110,973  

Cost of products sold

     36,338       50,542       73,624       104,127  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     2,164       1,937       1,916       6,846  

Selling, general and administrative expenses

     5,151       5,397       10,382       11,305  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (2,987     (3,460     (8,466     (4,459

Interest expense

     436       750       930       1,646  

Deferred financing amortization

     56       57       112       113  

Other expense (income), net

     7       3       23       (14
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (3,486     (4,270     (9,531     (6,204

Income taxes

     (993     (939     (2,509     (1,462
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (2,493   $ (3,331   $ (7,022   $ (4,742
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share - Basic

   $ (0.28   $ (0.38   $ (0.79   $ (0.54
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share - Diluted

   $ (0.28   $ (0.38   $ (0.79   $ (0.54
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares of common stock outstanding:

        

Basic

     8,900,460       8,810,396       8,894,669       8,805,866  

Diluted

     8,900,460       8,810,396       8,894,669       8,805,866  

 

5


MARKET SEGMENT INFORMATION

 

     Three months ended
June 30,
     Six months ended
June 30,
 
    Net Sales    2021      2020      2021      2020  

Service centers

   $         28,008      $         35,010      $         53,852      $         77,894  

Original equipment manufacturers

     2,785        6,524        7,580        12,219  

Rerollers

     5,114        5,334        8,907        10,439  

Forgers

     2,282        4,676        4,494        8,576  

Conversion services and other

     313        935        707        1,845  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 38,502      $ 52,479      $ 75,540      $ 110,973  
  

 

 

    

 

 

    

 

 

    

 

 

 

Tons shipped

     7,268        8,987        14,316        19,107  
  

 

 

    

 

 

    

 

 

    

 

 

 
MELT TYPE INFORMATION  
     Three months ended
June 30,
     Six months ended
June 30,
 
    Net Sales    2021      2020      2021      2020  

Specialty alloys

   $ 32,295      $ 39,102      $ 61,386      $ 89,022  

Premium alloys *

     5,894        12,442        13,447        20,106  

Conversion services and other sales

     313        935        707        1,845  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 38,502      $ 52,479      $ 75,540      $ 110,973  
  

 

 

    

 

 

    

 

 

    

 

 

 
END MARKET INFORMATION **  
     Three months ended
June 30,
     Six months ended
June 30,
 
    Net Sales    2021      2020      2021      2020  

Aerospace

   $ 21,318      $ 37,150      $ 43,545      $ 79,548  

Power generation

     1,407        2,116        2,606        4,333  

Oil & gas

     3,938        3,619        7,004        8,023  

Heavy equipment

     9,273        5,561        17,353        11,702  

General industrial, conversion services and other

     2,566        4,033        5,032        7,367  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 38,502      $ 52,479      $ 75,540      $ 110,973  
  

 

 

    

 

 

    

 

 

    

 

 

 

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

**The majority of our products are sold to service centers rather than the ultimate end market customers.

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

 

6


CONDENSED CONSOLIDATED BALANCE SHEETS

 

     June 30,
2021
     December 31,
2020
 

Assets

     

Cash

   $ 158      $ 164  

Accounts receivable, net

     21,311        18,101  

Inventory, net

     120,842        111,380  

Other current assets

     6,119        7,471  
  

 

 

    

 

 

 

Total current assets

     148,430        137,116  

Property, plant and equipment, net

     161,009        164,983  

Other long-term assets

     1,005        947  
  

 

 

    

 

 

 

Total assets

   $             310,444      $             303,046  
  

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

     

Accounts payable

   $ 25,197      $ 12,632  

Accrued employment costs

     4,542        1,826  

Current portion of long-term debt

     2,432        16,713  

Other current liabilities

     963        2,722  
  

 

 

    

 

 

 

Total current liabilities

     33,134        33,893  

Long-term debt, net

     50,521        33,471  

Deferred income taxes

     3,221        5,725  

Other long-term liabilities, net

     4,191        4,277  
  

 

 

    

 

 

 

Total liabilities

     91,067        77,366  

Stockholders’ equity

     219,377        225,680  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 310,444      $ 303,046  
  

 

 

    

 

 

 

 

7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

 

     Six months ended
June 30,
 
     2021     2020  

Operating activities:

    

Net loss

   $ (7,022   $ (4,742

Adjustments for non-cash items:

    

Depreciation and amortization

     9,639       9,989  

Deferred income tax

     (2,510     (1,443

Share-based compensation expense

     581       834  

Changes in assets and liabilities:

    

Accounts receivable, net

     (3,210     2,406  

Inventory, net

     (10,288     11,279  

Accounts payable

     12,327       (21,583

Accrued employment costs

     2,716       1,020  

Income taxes

     3       230  

Other

     (533     1,593  
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     1,703       (417

Investing activity:

    

Capital expenditures

     (4,483     (7,224
  

 

 

   

 

 

 

Net cash used in investing activity

     (4,483     (7,224

Financing activities:

    

Borrowings under revolving credit facility

     56,093       82,680  

Payments on revolving credit facility

     (45,972     (82,070

Proceeds from term loan facility

     8,571       -  

Proceeds from Paycheck Protection Program Note

     -       10,000  

Payments on term loan facility, finance leases, and notes

     (15,497     (2,962

Issuance of common stock under share-based plans

     118       86  

Payments of financing costs

     (539     -  
  

 

 

   

 

 

 

Net cash provided by financing activities

     2,774       7,734  
  

 

 

   

 

 

 

Net (decrease) increase in cash

     (6     93  

Cash at beginning of period

     164       170  
  

 

 

   

 

 

 

Cash at end of period

   $             158     $             263  
  

 

 

   

 

 

 

 

8


RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2021     2020     2021     2020  

Net loss

   $ (2,493   $ (3,331   $ (7,022   $ (4,742

Interest expense

     436       750       930       1,646  

Income taxes

     (993     (939     (2,509     (1,462

Depreciation and amortization

     4,805       4,965       9,639       9,989  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     1,755       1,445       1,038       5,431  

Share-based compensation expense

     272       323       581       834  

Fixed cost absorption direct charge

     2,096       201       4,653       201  

Loss on sale of excess scrap

     -       354       -       354  

Employee severance costs

     -       620       -       620  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $             4,123     $             2,943     $             6,272     $             7,440  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

9