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, 2019
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)
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
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Common Stock, par value $0.001 per share |
USAP |
The NASDAQ Stock Market, LLC |
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, if any, every Interactive Data File required to be submitted 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 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.
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Large accelerated filer |
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☐ |
Accelerated filer |
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☑ |
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Non-accelerated filer |
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☐ |
Smaller reporting company |
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☑ |
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Emerging growth company |
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☐ |
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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 22, 2019, there were 8,787,837 shares of the Registrant’s common stock outstanding.
Universal Stainless & Alloy Products, Inc.
Table of Contents
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DESCRIPTION |
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PAGE NO. |
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PART I. |
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1 |
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Item 1. |
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6 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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13 |
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Item 3. |
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20 |
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Item 4. |
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20 |
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PART II. |
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21 |
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Item 1. |
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21 |
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Item 1A. |
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21 |
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Item 2. |
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21 |
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Item 3. |
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21 |
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Item 4. |
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21 |
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Item 5. |
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21 |
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Item 6. |
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22 |
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23 |
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i
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Information)
(Unaudited)
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net sales |
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$ |
70,997 |
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$ |
66,071 |
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$ |
131,268 |
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$ |
129,808 |
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Cost of products sold |
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61,891 |
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54,376 |
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114,792 |
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108,841 |
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Gross margin |
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9,106 |
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11,695 |
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16,476 |
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20,967 |
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Selling, general and administrative expenses |
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5,604 |
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5,849 |
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10,570 |
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11,056 |
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Operating income |
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3,502 |
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5,846 |
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5,906 |
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9,911 |
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Interest expense and other financing costs |
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1,022 |
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1,268 |
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1,935 |
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2,474 |
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Other expense (income), net |
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10 |
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(599) |
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31 |
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(642) |
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Income before income taxes |
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2,470 |
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5,177 |
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3,940 |
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8,079 |
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Provision for income taxes |
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384 |
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1,139 |
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632 |
|
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1,916 |
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Net income |
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$ |
2,086 |
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$ |
4,038 |
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$ |
3,308 |
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$ |
6,163 |
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Net income per common share - Basic |
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$ |
0.24 |
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$ |
0.52 |
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$ |
0.38 |
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$ |
0.82 |
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Net income per common share - Diluted |
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$ |
0.24 |
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$ |
0.50 |
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$ |
0.37 |
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$ |
0.79 |
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Weighted average shares of common stock outstanding |
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Basic |
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8,773,263 |
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7,817,628 |
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8,769,242 |
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7,541,332 |
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Diluted |
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8,847,827 |
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8,076,108 |
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8,860,143 |
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7,784,403 |
The accompanying notes are an integral part of these consolidated financial statements.
1
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Thousands)
(Unaudited)
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net income |
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$ |
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2,086 |
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$ |
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4,038 |
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$ |
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3,308 |
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$ |
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6,163 |
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Other comprehensive income (loss), net of tax |
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Adoption of ASU 2018-02 |
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- |
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- |
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(21 |
) |
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- |
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Unrealized gain on foreign currency contracts |
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154 |
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166 |
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87 |
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108 |
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Comprehensive income |
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$ |
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2,240 |
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$ |
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4,204 |
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$ |
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3,374 |
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$ |
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6,271 |
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2
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
(Dollars in Thousands, Except Per Share Information)
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June 30, |
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December 31, |
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2019 |
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2018 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash |
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$ |
228 |
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$ |
3,696 |
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Accounts receivable (less allowance for doubtful accounts of $295) |
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41,017 |
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32,618 |
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Inventory, net |
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140,103 |
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134,738 |
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Other current assets |
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5,351 |
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3,756 |
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Total current assets |
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186,699 |
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174,808 |
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Property, plant and equipment, net |
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175,938 |
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177,844 |
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Other long-term assets |
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1,406 |
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668 |
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Total assets |
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$ |
364,043 |
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$ |
353,320 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
33,293 |
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$ |
44,379 |
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Accrued employment costs |
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4,712 |
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7,939 |
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Current portion of long-term debt |
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3,924 |
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3,907 |
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Other current liabilities |
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927 |
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2,929 |
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Total current liabilities |
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42,856 |
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59,154 |
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Long-term debt, net |
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64,237 |
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42,839 |
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Deferred income taxes |
|
|
12,112 |
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11,481 |
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Other long-term liabilities, net |
|
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3,326 |
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2,835 |
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Total liabilities |
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122,531 |
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116,309 |
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Stockholders’ equity: |
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Senior preferred stock, par value $0.001 per share; 1,980,000 shares authorized; 0 shares issued and outstanding |
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- |
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- |
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Common stock, par value $0.001 per share; 20,000,000 shares authorized; 9,082,116 and 9,045,345 shares issued, respectively |
|
|
9 |
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9 |
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Additional paid-in capital |
|
|
94,227 |
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93,100 |
|
Other comprehensive income |
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|
67 |
|
|
1 |
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Retained earnings |
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|
149,520 |
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|
146,191 |
|
Treasury stock, at cost; 294,279 and 292,855 common shares held, respectively |
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(2,311) |
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(2,290) |
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Total stockholders’ equity |
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241,512 |
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|
237,011 |
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|
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Total liabilities and stockholders’ equity |
|
$ |
364,043 |
|
$ |
353,320 |
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)
|
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Six months ended |
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June 30, |
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2019 |
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2018 |
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Operating Activities: |
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Net income |
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$ |
|
3,308 |
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|
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$ |
|
6,163 |
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Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
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Depreciation and amortization |
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|
9,422 |
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9,613 |
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Deferred income tax |
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|
608 |
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|
1,885 |
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Share-based compensation expense |
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|
768 |
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|
678 |
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Changes in assets and liabilities: |
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Accounts receivable, net |
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(8,399 |
) |
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(10,822 |
) |
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Inventory, net |
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(6,494 |
) |
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(10,084 |
) |
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Accounts payable |
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(8,115 |
) |
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|
643 |
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Accrued employment costs |
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(3,227 |
) |
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|
1,891 |
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Income taxes |
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(1 |
) |
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(29 |
) |
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Other, net |
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(3,535 |
) |
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|
267 |
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Net cash (used in) provided by operating activities |
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(15,665 |
) |
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|
205 |
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Investing Activity: |
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Capital expenditures |
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(9,396 |
) |
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(6,647 |
) |
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Net cash used in investing activity |
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(9,396 |
) |
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|
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(6,647 |
) |
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Financing Activities: |
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Borrowings under revolving credit facility |
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|
108,777 |
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|
|
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|
264,889 |
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Payments on revolving credit facility |
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(84,532 |
) |
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|
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(283,346 |
) |
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Proceeds under New Markets Tax Credit financing |
|
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|
- |
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2,835 |
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Payments on term loan facility, finance leases, and notes |
|
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(2,944 |
) |
|
|
|
|
(3,567 |
) |
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Payments of financing costs |
|
|
|
|
- |
|
|
|
|
|
(695 |
) |
|
Proceeds from public offering, net of cash expenses |
|
|
|
|
- |
|
|
|
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|
32,253 |
|
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Proceeds from the exercise of stock options |
|
|
|
|
327 |
|
|
|
|
|
262 |
|
|
|
|
|
|
|
|
|
|
|
|
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Net cash provided by financing activities |
|
|
|
|
21,628 |
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|
|
|
|
12,631 |
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|
|
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|
|
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|
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|
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Net (decrease) increase in cash and restricted cash |
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|
|
|
(3,433 |
) |
|
|
|
|
6,189 |
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Cash and restricted cash at beginning of period |
|
|
|
|
4,091 |
|
|
|
|
|
207 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Cash and restricted cash at end of period |
|
|
$ |
|
658 |
|
|
|
$ |
|
6,396 |
|
The following table reconciles cash and restricted cash above to the Consolidated Balance Sheets
|
|
|
|
June 30, 2019 |
|
|
|
June 30, 2018 |
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||||
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Cash |
|
|
$ |
|
228 |
|
|
|
$ |
|
263 |
|
|
Restricted cash included in other long-term assets |
|
|
|
|
430 |
|
|
|
|
|
6,133 |
|
|
Total cash and restricted cash |
|
|
$ |
|
658 |
|
|
|
$ |
|
6,396 |
|
Amounts included in restricted cash represent those funds required to be used pursuant to the construction of a new bar cell unit at the Company's Dunkirk, NY facility. These funds were obtained pursuant to the terms of the New Markets Tax Credit Program.
The accompanying notes are an integral part of these consolidated financial statements.
4
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in Thousands, Except Per Share Information)
(Unaudited)
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Accumulated |
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Common |
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Additional |
|
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|
|
other |
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|
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shares |
|
|
Common |
|
|
paid-in |
|
|
Retained |
|
|
comprehensive |
|
|
Treasury |
|
|
|
Treasury |
|
|||||||||||
|
|
|
outstanding |
|
|
stock |
|
|
capital |
|
|
earnings |
|
|
income (loss) |
|
|
shares |
|
|
|
stock |
|
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|
For the six months ended June 30, 2019 |
|
||||||||||||||||||||||||||||||||
|
Balance at December 31, 2018 |
|
|
8,752,490 |
|
|
$ |
|
9 |
|
|
$ |
|
93,100 |
|
|
$ |
|
146,191 |
|
|
$ |
|
1 |
|
|
|
292,855 |
|
|
$ |
|
(2,290 |
) |
|
Common stock issuance under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan |
|
|
9,270 |
|
|
|
|
- |
|
|
|
|
128 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Exercise of stock options |
|
|
4,050 |
|
|
|
|
- |
|
|
|
|
41 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Share-based compensation |
|
|
6,401 |
|
|
|
|
- |
|
|
|
|
432 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Net loss on derivative instruments |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(67 |
) |
|
|
- |
|
|
|
|
- |
|
|
Adoption of ASU 2018-02 |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
21 |
|
|
|
|
(21 |
) |
|
|
- |
|
|
|
|
- |
|
|
Net income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
1,222 |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Balance at March 31, 2019 |
|
|
8,772,211 |
|
|
$ |
|
9 |
|
|
$ |
|
93,701 |
|
|
$ |
|
147,434 |
|
|
$ |
|
(87 |
) |
|
|
292,855 |
|
|
$ |
|
(2,290 |
) |
|
Common stock issuance under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan |
|
|
11,182 |
|
|
|
|
- |
|
|
|
|
152 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Exercise of stock options |
|
|
600 |
|
|
|
|
- |
|
|
|
|
17 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Share-based compensation |
|
|
3,844 |
|
|
|
|
- |
|
|
|
|
357 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
1,424 |
|
|
|
|
(21 |
) |
|
Net gain on derivative instruments |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
154 |
|
|
|
- |
|
|
|
|
- |
|
|
Net income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
2,086 |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Balance at June 30, 2019 |
|
|
8,787,837 |
|
|
$ |
|
9 |
|
|
$ |
|
94,227 |
|
|
$ |
|
149,520 |
|
|
$ |
|
67 |
|
|
|
294,279 |
|
|
$ |
|
(2,311 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, 2018 |
|
||||||||||||||||||||||||||||||||
|
Balance at December 31, 2017 |
|
|
7,257,787 |
|
|
$ |
|
8 |
|
|
$ |
|
58,514 |
|
|
$ |
|
135,529 |
|
|
$ |
|
(93 |
) |
|
|
292,855 |
|
|
$ |
|
(2,290 |
) |
|
Common stock issuance under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Exercise of stock options |
|
|
4,550 |
|
|
|
|
- |
|
|
|
|
54 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Share-based compensation |
|
|
2,848 |
|
|
|
|
- |
|
|
|
|
401 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Capital investment |
|
|
- |
|
|
|
|
- |
|
|
|
|
33 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Net loss on derivative instruments |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
(58 |
) |
|
|
- |
|
|
|
|
- |
|
|
Net income |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
2,125 |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Balance at March 31, 2018 |
|
|
7,265,185 |
|
|
$ |
|
8 |
|
|
$ |
|
59,002 |
|
|
$ |
|
137,654 |
|
|
$ |
|
(151 |
) |
|
|
292,855 |
|
|
$ |
|
(2,290 |
) |
|
Common stock issuance under |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan |
|
|
7,922 |
|
|
|
|
- |
|
|
|
|
149 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Exercise of stock options |
|
|
5,375 |
|
|
|
|
- |
|
|
|
|
59 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Public offering |
|
|
1,408,163 |
|
|
|
|
1 |
|
|
|
|
32,253 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Share-based compensation |
|
|
- |
|
|
|
|
- |
|
|
|
|
351 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
Net gain on derivative instruments |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
166 |
|
|
|
- |
|
|||||