8-K
UNIVERSAL STAINLESS & ALLOY PRODUCTS INC false 0000931584 0000931584 2021-10-20 2021-10-20 0000931584 us-gaap:CommonStockMember 2021-10-20 2021-10-20 0000931584 us-gaap:PreferredStockMember 2021-10-20 2021-10-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 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 October 20, 2021, Universal Stainless & Alloy Products, Inc. (the “Company”) issued a press release regarding its results for the quarter ended September 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 September 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 October 20, 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: October 20, 2021

EX-99.1

Exhibit 99.1

 

LOGO

 

CONTACTS:  Dennis M. Oates      June Filingeri

    Chairman,

     President

    President and CEO

     Comm-Partners LLC

    (412) 257-7609

     (203) 972-0186

FOR IMMEDIATE RELEASE

UNIVERSAL STAINLESS REPORTS THIRD QUARTER 2021 RESULTS

 

   

Quarter-end Backlog increases 26.5% to $125.1 million versus $98.9 million at end of Q2 2021

 

   

Q3 2021 Sales are $37.2 million; Premium alloy sales are 16.0% of sales

 

   

Q3 2021 Gross margin improves to 6.2% of sales from 5.6% in Q2 2021

 

   

Q3 2021 Net income of $7.9 million, or $0.87 per diluted share, includes $10 million gain on PPP loan forgiveness. Net loss is $2.1 million, or $0.23 per diluted share, before PPP gain, versus loss of $2.5 million, or $0.28 per diluted share, in Q2 2021

 

   

Q3 2021 EBITDA is $12.1 million including PPP gain; Adjusted EBITDA is $3.8 million

BRIDGEVILLE, PA, October 20, 2021 – Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) today reported net sales for the third quarter of 2021 of $37.2 million, 3.5% lower than $38.5 million in the second quarter of 2021, and in line with $37.4 million in the third quarter of 2020.

Sales of premium alloys in the third quarter of 2021 were $5.9 million, or 16.0% of sales, compared with $5.9 million, or 15.3% of sales, in the second quarter of 2021, and $9.2 million, or 24.5% of sales, in the third quarter of 2020. The Company’s premium alloy products are primarily sold to the aerospace end market. More than 20% of the total backlog at the end of the third quarter is premium alloy product.

The Company’s gross margin increased in the third quarter to $2.3 million, or 6.2% of sales, from $2.2 million, or 5.6% of sales, in the second quarter of 2021, and a loss of $4.4 million, or (11.8%) of sales in the third quarter of 2020. The sequential increase in the third quarter 2021 gross margin reflects higher production levels and correspondingly lower fixed charges. Gross margin amounts included fixed cost absorption charges of $1.5 million, $2.1 million, and $4.3 million in each respective period.     

Chairman, President and CEO Dennis Oates commented: “Our backlog of $125.1 million reached the highest level since the first quarter of 2019 on continued strong order entry. We booked $58 million of new orders during the third quarter, following up on record bookings last quarter. Profitability continued to improve as measured by an expanding gross margin. Like many industrial businesses, we were faced with supply chain challenges and labor shortages which moderated sales growth during the quarter.

“Despite those headwinds, recovery in the aerospace market, our largest end market, continued on pace and was driven by further improvement in commercial air travel and ongoing defense spending. Our third quarter aerospace sales increased 4.4% sequentially and represented 60% of total sales. Aerospace was also the main driver of our third quarter bookings growth. Delivery of these products is scheduled to begin in the fourth quarter and continue into the first half of 2022 and beyond. Projected airplane build-rate increases, continued travel growth and reasonable defense spending next year will accelerate the pull of metal through the supply chain.

 

1


“Our sales to the oil & gas market also increased from the second quarter, rising 2.6%, and represented 11% of sales. With oil prices at a seven-year high and natural gas prices up about 50% in the third quarter alone, drilling activity is poised for further recovery. On October 8, Baker Hughes reported that the U.S. added 264 drilling rigs over the past year while international rig counts were up by 85.

“The growth in aerospace and oil and gas sales was offset by lower sales in the balance of our end markets versus the second quarter. Heavy equipment market sales were off 18% sequentially but were 63% higher than the third quarter last year as plate demand demonstrated its typical volatility despite the ongoing recovery in industrial businesses. Heavy equipment remained our second largest market. Sales to the power generation and general industrial markets also were lower following strong sequential improvement in the second quarter.

“We continue to benefit from positive operating leverage as activity levels rise. Substantial increases in raw material costs and general inflationary trends in key inputs are being offset by our surcharges and base price increases.

“We are focused on restoring our profitability and controlling working capital as operations ramp up to meet our rapidly growing backlog. Third quarter results are further evidence of progress in this effort. We are also commissioning a new vacuum arc re-melting furnace and installing expanded vacuum induction melting capability designed to support the growth of premium products and continuously improve the efficiency of our melt operations. Our balance sheet remains strong to support our strategic initiatives.”

Mr. Oates concluded: “While current supply chain challenges will likely persist, we remain determined to make further progress in the fourth quarter and take full advantage of our recovering markets, especially aerospace, as we move into 2022. We will continue to rely on the commitment of our team, the support of our customers and our focus on providing critical products to our markets to do so.”

Quarterly and Year-to-Date Results of Operations

For the first nine months of 2021, net sales totaled $112.7 million compared with $148.4 million in the same period of 2020. Sales of premium alloys were $19.4 million, or 17.2% of sales, in the first nine months of 2021, compared with $29.3 million, or 19.7% of sales, in same period of 2020.

Net income for the third quarter of 2021 was $7.9 million, or $0.87 per diluted share, and included a gain of $10 million due to forgiveness of a term note from the Paycheck Protection Program (PPP) in July, as previously reported. Before the PPP gain, the net loss for the third quarter of 2021 was $2.1 million, or $0.23 per diluted share, compared with a net loss of $2.5 million, or $0.28 per diluted share, in the second quarter of 2021, and a net loss of $7.0 million, or $0.79 per diluted share, in the third quarter of 2020. There were fixed cost absorption charges of $1.5 million, $2.1 million, and $4.3 million in each respective period. For the first nine months of 2021, net income was $0.9 million, or $0.10 per diluted share, including the PPP gain. In the first nine months of 2020, the net loss was $11.7 million, or $1.33 per diluted share.

The Company’s EBITDA for the third quarter of 2021 was $12.1 million including the $10 million PPP gain; Adjusted EBITDA was $3.8 million.

Managed working capital was $124.4 million at September 30, 2021 compared with $116.0 million at June 30, 2021, and $133.3 million at the end of the third quarter of 2020. Inventory was $135.6 million at the end of the third quarter of 2021, compared with $120.8 million at the end of the second quarter of 2021, and $120.9 million at the end of the 2020 third quarter. The increase in inventory in the most recent quarter reflects higher raw material prices, robust raw material purchases to mitigate supply disruptions, and increased work in process to support backlog growth.

Backlog (before surcharges) increased 26.5% to $125.1 million at September 30, 2021 from $98.9 million at June 30, 2021 and increased 128.2% from $54.8 million at the end of the third quarter of 2020.

The Company’s total debt at September 30, 2021 was $51.5 million, compared with $53.0 million at June 30, 2021, and $60.6 million at September 30, 2020.

 

2


Capital expenditures for the third quarter of 2021 totaled $2.0 million, compared with $1.8 million for the second quarter of 2021, and $1.3 million in the third quarter of 2020. All capital projects in process continue to be generally on time and within budget. 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, October 20th, at 10:00 a.m. (Eastern) to discuss third quarter 2021 results. Those wishing to listen to the live conference call via telephone should dial 706-679-0668, passcode 9394716. A simultaneous webcast will be available on the Company’s website at www.univstainless.com, and thereafter archived on the website through the end of the fourth 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

 

3


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), 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     Nine months ended  
     September 30,     September 30,  
     2021     2020     2021     2020  

Net sales

   $ 37,169     $ 37,434     $ 112,709     $ 148,407  

Cost of products sold

     34,862       41,861       108,486       145,988  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     2,307       (4,427     4,223       2,419  

Selling, general and administrative expenses

     5,010       4,153       15,392       15,458  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (2,703     (8,580     (11,169     (13,039

Interest expense

     483       586       1,413       2,232  

Deferred financing amortization

     56       56       168       169  

Gain on extinguishment of debt

     (10,000     —         (10,000     —    

Other expense (income), net

     9       (288     32       (302
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     6,749       (8,934     (2,782     (15,138

Income taxes

     (1,141     (1,934     (3,650     (3,396
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 7,890     $ (7,000   $ 868     $ (11,742
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per common share - Basic

   $ 0.88     $ (0.79   $ 0.10     $ (1.33
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per common share - Diluted

   $ 0.87     $ (0.79   $ 0.10     $ (1.33
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares of common stock outstanding:

        

Basic

     8,917,858       8,829,732       8,902,484       8,813,880  

Diluted

     9,082,371       8,829,732       9,050,847       8,813,880  

 

5


MARKET SEGMENT INFORMATION

 

     Three months ended      Nine months ended  
     September 30,      September 30,  
     2021      2020      2021      2020  

Net Sales

           

Service centers

   $ 26,333      $ 25,983      $ 80,185      $ 103,877  

Original equipment manufacturers

     3,336        4,405        10,916        16,624  

Rerollers

     4,722        3,173        13,629        13,612  

Forgers

     2,518        3,451        7,012        12,027  

Conversion services and other

     260        422        967        2,267  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 37,169      $ 37,434      $ 112,709      $ 148,407  
  

 

 

    

 

 

    

 

 

    

 

 

 

Tons shipped

     6,144        6,046        20,460        25,153  
  

 

 

    

 

 

    

 

 

    

 

 

 
MELT TYPE INFORMATION  
     Three months ended      Nine months ended  
     September 30,      September 30,  
     2021      2020      2021      2020  

Net Sales

           

Specialty alloys

   $ 30,973      $ 27,847      $ 92,359      $ 116,869  

Premium alloys *

     5,936        9,165        19,383        29,271  

Conversion services and other sales

     260        422        967        2,267  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 37,169      $ 37,434      $ 112,709      $ 148,407  
  

 

 

    

 

 

    

 

 

    

 

 

 
END MARKET INFORMATION **  
     Three months ended      Nine months ended  
     September 30,      September 30,  
     2021      2020      2021      2020  

Net Sales

           

Aerospace

   $ 22,253      $ 25,138      $ 65,798      $ 104,686  

Power generation

     847        1,590        3,453        5,923  

Oil & gas

     4,041        2,755        11,045        10,778  

Heavy equipment

     7,614        4,662        24,967        16,364  

General industrial, conversion services and other

     2,414        3,289        7,446        10,656  

Total net sales

   $ 37,169      $ 37,434      $ 112,709      $ 148,407  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

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

 

     September 30,      December 31,  
     2021      2020  

Assets

     

Cash

   $ 79      $ 164  

Accounts receivable, net

     19,712        18,101  

Inventory, net

     135,604        111,380  

Other current assets

     5,261        7,471  
  

 

 

    

 

 

 

Total current assets

     160,656        137,116  

Property, plant and equipment, net

     159,348        164,983  

Other long-term assets

     950        947  
  

 

 

    

 

 

 

Total assets

   $ 320,954      $ 303,046  
  

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

     

Accounts payable

   $ 29,949      $ 12,632  

Accrued employment costs

     4,781        1,826  

Current portion of long-term debt

     2,408        16,713  

Other current liabilities

     974        2,722  
  

 

 

    

 

 

 

Total current liabilities

     38,112        33,893  

Long-term debt, net

     49,126        33,471  

Deferred income taxes

     2,089        5,725  

Other long-term liabilities, net

     4,082        4,277  
  

 

 

    

 

 

 

Total liabilities

     93,409        77,366  

Stockholders’ equity

     227,545        225,680  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 320,954      $ 303,046  
  

 

 

    

 

 

 

 

7


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

 

     Nine months ended  
     September 30,  
     2021     2020  

Operating activities:

    

Net income (loss)

   $ 868     $ (11,742

Adjustments for non-cash items:

    

Depreciation and amortization

     14,419       14,721  

Gain on extinguishment of debt

     (10,000     —    

Deferred income tax

     (3,646     (3,380

Share-based compensation expense

     833       1,129  

Changes in assets and liabilities:

    

Accounts receivable, net

     (1,611     9,144  

Inventory, net

     (25,500     25,093  

Accounts payable

     16,525       (25,399

Accrued employment costs

     2,955       (1,214

Income taxes

     5       207  

Other

     281       4,045  
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (4,871     12,604  

Investing activity:

    

Capital expenditures

     (6,514     (8,480
  

 

 

   

 

 

 

Net cash used in investing activity

     (6,514     (8,480

Financing activities:

    

Borrowings under revolving credit facility

     89,070       101,559  

Payments on revolving credit facility

     (69,804     (112,498

Proceeds from term loan facility

     8,571       —    

Proceeds from Paycheck Protection Program Note

     —         10,000  

Payments on term loan facility, finance leases, and notes

     (16,116     (3,383

Issuance of common stock under share-based plans

     118       86  

Payments of financing costs

     (539     —    
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     11,300       (4,236
  

 

 

   

 

 

 

Net decrease in cash

     (85     (112

Cash at beginning of period

     164       170  
  

 

 

   

 

 

 

Cash at end of period

   $ 79     $ 58  
  

 

 

   

 

 

 

 

8


RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA

 

     Three months ended     Nine months ended  
     September 30,     September 30,  
     2021     2020     2021     2020  

Net income (loss)

   $ 7,890     $ (7,000   $ 868     $ (11,742

Interest expense

     483       586       1,413       2,232  

Income taxes

     (1,141     (1,934     (3,650     (3,396

Depreciation and amortization

     4,841       4,732       14,419       14,721  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     12,073       (3,616     13,050       1,815  

Share-based compensation expense

     252       295       831       1,129  

Fixed cost absorption direct charge

     1,491       4,264       6,144       4,465  

Loss on sale of excess scrap

     —         —         —         354  

Employee severance costs

     —         —         —         620  

Gain on extinguishment of debt

     (10,000     —         (10,000     —    

Insurance benefit

     —         (307     —         (307
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 3,816     $ 636     $ 10,025     $ 8,076  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

9