usap20240130_8k.htm
false 0000931584 0000931584 2023-12-31 2023-12-31 0000931584 usap:CommonStockParValue0001PerShareCustomMember 2023-12-31 2023-12-31 0000931584 usap:PreferredStockPurchaseRightsCustomMember 2023-12-31 2023-12-31
 
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): March 28, 2024
 
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 March 28, 2024, Universal Stainless & Alloy Products, Inc. (the “Company”) issued a press release including, among other things, certain preliminary financial information for the Company’s quarter and year ended December 31, 2023. 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, 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
 
 
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/ Steven V. DiTommaso
Steven V. DiTommaso
Vice President and Chief Financial Officer
 
 
Dated: March 28, 2024
 
 
ex_620811.htm

Exhibit 99.1

 

https://cdn.kscope.io/fea2f485a55a225637a89f0812135fbf-image01.jpg

 

CONTACTS:

Christopher M. Zimmer

Steven V. DiTommaso

June Filingeri

 

President and

Vice President and

President

  Chief Executive Officer

Chief Financial Officer

Comm-Partners LLC

 

(412) 257-7604

(412) 257-7661

(203) 972-0186

 

Universal Stainless Reports Record Sales;

Full Year 2023 Net Income Highest Since 2018

 

 

Record Q4 2023 Sales of $79.8 million, up 12% from Q3 2023; Record full year 2023 sales of $285.9 million, up 42% from 2022

 

Record Q4 2023 Premium Alloy sales of $21.1 million, up 28% from Q3 2023; Record full year Premium Alloy sales of $68.1 million, up 74% from 2022

 

Q4 2023 Gross margin improves to 16.4% of sales, highest since Q2 2018, despite $1.6 million raw material headwind

 

Q4 2023 Net Income up 35% from Q3 2023 to $2.6 million, or $0.27 per diluted share

 

Cash flow from operations totals $7.4 million for the quarter; $25.2 million for full year 2023

 

BRIDGEVILLE, PA, March 28, 2024 Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) today reported financial results for the fourth quarter and the full year of 2023.  Net sales were up 12% to a record $79.8 million in the 2023 fourth quarter compared with the third quarter of 2023. Full year 2023 net sales increased 42%, to a record $285.9 million from $202.1 million in 2022.

 

Sales of premium alloys increased 28% to a record $21.2 million, or 26.5% of sales, in the fourth quarter of 2023, versus $16.5 million, or 23.1% of sales, in the third quarter of 2023.  Full year 2023 premium alloy sales increased 74% to a record $68.1 million, or 23.8% of sales, from $39.2 million, or 19.4% of sales, in 2022.  Premium alloys represent approximately 36% of the Company's current backlog, which totaled $318.2 million at year-end 2023.

 

Aerospace sales continue to be driven by strong market demand and premium alloy share gains.  Fourth quarter 2023 aerospace sales increased 15% sequentially to a record $61.9 million, or 77.6% of sales, compared with $54.0 million, or 75.7% of sales, in the third quarter of 2023.  Full year 2023 aerospace sales reached a record $216.1 million, or 75.6% of sales, an increase of 57% from 2022.

 

The Company’s gross margin continued to strengthen in the fourth quarter of 2023 to $13.1 million, or 16.4% of sales, from 15.2% of sales in the third quarter of 2023 and 4.3% of sales in the 2022 fourth quarter.  The gross margin in the most recent quarter was the highest since the second quarter of 2018 and benefited from a richer product mix and higher selling prices, despite $1.6 million of raw materials headwinds. 

 

Operating income rose 9% to $4.8 million in the fourth quarter of 2023 from $4.4 million in the 2023 third quarter.  It included higher SG&A expense due to higher employee-related costs and increased insurance costs.

 

The Company’s fourth quarter net income increased 35% to $2.6 million, or $0.27 per diluted share, compared with $1.9 million, or $0.20 per diluted share, in the third quarter of 2023.  Full year 2023 net income totaled $4.9 million, or $0.53 per diluted share, versus a loss of $8.1 million, or $0.91 per diluted share, in 2022.

 

EBITDA for the fourth quarter of 2023 increased to $9.6 million from $9.2 million in the 2023 third quarter.  Fourth quarter 2023 adjusted EBITDA increased 5% to $10.0 million from $9.5 million in the third quarter of 2023.

 

 

1

 

Christopher M. Zimmer, President and CEO, commented: “The fourth quarter capped a year of increasing momentum for Universal, with sales up 42% for the year to a record $286 million, and gross margin improving steadily each quarter in 2024 to reach 16.4% of sales in the fourth quarter. 

 

“Our strategic focus on higher margin premium and specialty alloys is gaining full traction enabling us to meet robust and sustainable demand in the aerospace market -- evidenced by the 74% increase in our premium alloy sales in 2023 and 57% higher aerospace sales for the year. 

 

“To increase our capabilities and capacity in premium and specialty alloys, we have added two Vacuum-Arc Remelt (VAR) furnaces at our North Jackson facility, which have been qualified and released into production.  Their addition supports our premium alloy growth strategy, expanding our portfolio with added applications in the aerospace market, including defense.

 

“The main drivers of our improving profitability in 2023 were a richer product mix and the benefit of  price increases implemented over the past three years, which were partially offset by negative surcharge misalignment due to falling commodity prices.  The misalignment is expected to lessen by the end of the second quarter of 2024.

 

“We have entered 2024 with a strong book of business, with premium alloys representing more than a third of our backlog, and with robust demand continuing unabated in aerospace.  We remain firmly on-track with our strategic plan and growth trajectory for 2024 and beyond. ”

 

Financial Position

 

Managed working capital, defined as accounts receivable, plus inventory, minus accounts payable, minus other current liabilities, was $148.1 million at December 31, 2023, which is down from $151.6 million at September 30, 2023 and compares with $145.9 million at December 31, 2022.  Inventory at the end of the fourth quarter of 2023 was $144.7 million, which is down 4% from $150.8 million at the end of the 2023 third quarter, and down 6% from $154.2 million at the end of 2022.

 

Backlog (before surcharges) at December 31, 2023 remained strong at $318.2 million versus $344.8 million at September 30, 2023 and $287.9 million at December 31, 2022.  The average selling price per pound in the backlog increased 32% from the end of 2022. 

 

The Company reduced total debt by $4.0 million to $85.6 million at year-end 2023 from $89.5 million at September 30, 2023, and by $12.9 million from $98.4 million at the end of 2022.  Fourth quarter 2023 interest expense was up slightly to $2.2 million versus $2.1 million in the 2023 third quarter, but up 39% from $1.6 million in the fourth quarter of 2022, mainly due to higher interest rates on the Company’s variable debt.

 

Capital expenditures for the fourth quarter of 2023 totaled $3.4 million versus $2.7 million in the 2023 third quarter and $1.1 million in the fourth quarter of 2022.  Full year 2023 capital expenditures of $13.0 million mainly reflect the addition of two new Vacuum Arc Remelt furnaces at the Company's North Jackson facility.

 

Conference Call and Webcast

 

The Company has scheduled a conference call for today, March 28th, at 10:00 a.m. (Eastern) to discuss final fourth quarter 2023 results. If you wish to listen to the live conference call via telephone, please Click Here to register for the call and obtain your dial-in number and personal PIN number. 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 second quarter of 2024.  

 

2

 

 

 

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 Companys actual results in future periods to differ materially from forecasted results. Those risks include, among others, the Companys ability to maintain its relationships with its significant customers and market channels; the Companys response to competitive factors in its industry that may adversely affect the market for finished products manufactured by the Company or its customers; the Companys 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 Companys products and the prices at which the Company is able to sell its products in the aerospace industry, from which a substantial amount of its sales is derived; the Companys 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 Companys product mix on the Companys profitability; the Companys 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 Companys reliance on the continuing operation of critical manufacturing equipment; the Companys success in timely concluding collective bargaining agreements and avoiding strikes or work stoppages; the Companys ability to attract and retain key personnel; the Companys ongoing requirement for continued compliance with laws and regulations, including applicable safety and environmental regulations; the ultimate outcome of the Companys current and future litigation matters; the Companys 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 impact on the Company and our customers and suppliers; risks related to acquisitions that the Company may make; the Companys ability to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches; the impact on the Companys 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 Companys control and involve known and unknown risks and uncertainties that may cause the Companys 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 Companys 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 Companys control. Certain of these risks and other risks are described in the Companys filings with the SEC, including the Companys Annual Report on Form 10-K for the year ended December 31, 2022, 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]

 

3

 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

FINANCIAL HIGHLIGHTS

(Dollars in Thousands, Except Per Share Information)

(Unaudited)

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   

Three Months Ended

   

Year Ended

 
   

December 31,

   

December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Net sales

  $ 79,780     $ 56,200     $ 285,943     $ 202,114  

Cost of products sold

    66,672       53,784       244,404       187,927  

Gross margin

    13,108       2,416       41,539       14,187  

Selling, general and administrative expenses

    8,304       5,575       27,783       21,180  

Operating income (loss)

    4,804       (3,159 )     13,756       (6,993 )

Interest expense

    2,134       1,532       8,155       4,163  

Deferred financing amortization

    65       56       259       225  

Other expense (income), net

    29       (60 )     34       (684 )

Income (loss) before income taxes

    2,576       (4,687 )     5,308       (10,697 )

Income taxes

    (21 )     (963 )     398       (2,624 )
                                 

Net income (loss)

  $ 2,597     $ (3,724 )   $ 4,910     $ (8,073 )

Net income (loss) per common share - Basic

  $ 0.28     $ (0.41 )   $ 0.54     $ (0.90 )

Net income (loss) loss per common share - Diluted

  $ 0.27     $ (0.41 )   $ 0.53     $ (0.90 )

Weighted average shares of common

                               

stock outstanding

                               

Basic

    9,133,716       9,007,001       9,086,004       8,972,468  

Diluted

    9,445,132       9,007,001       9,278,569       8,972,468  

 

4

 

MARKET CHANNEL INFORMATION

 

   

Three Months Ended

   

Year ended

 
   

December 31,

   

December 31,

 

Net Sales

 

2023

   

2022

   

2023

   

2022

 

Service centers

  $ 61,763     $ 41,380     $ 221,691     $ 144,955  

Original equipment manufacturers

    5,895       4,358       19,113       17,230  

Rerollers

    2,935       5,041       15,635       19,824  

Forgers

    8,002       4,739       24,742       17,568  

Conversion services and other sales

    1,185       682       4,762       2,537  

Total net sales

  $ 79,780     $ 56,200     $ 285,943     $ 202,114  

Tons shipped

    8,124       6,500       32,058       26,571  

 

 

MELT TYPE INFORMATION

 

   

Three Months Ended

   

Year ended

 
   

December 31,

   

December 31,

 

Net Sales

 

2023

   

2022

   

2023

   

2022

 

Specialty alloys

  $ 57,489     $ 42,000     $ 213,077     $ 160,352  

Premium alloys *

    21,106       13,518       68,104       39,225  

Conversion services and other sales

    1,185       682       4,762       2,537  

Total net sales

  $ 79,780     $ 56,200     $ 285,943     $ 202,114  

 

 

END MARKET INFORMATION **

 

   

Three Months Ended

   

Year ended

 
   

December 31,

   

December 31,

 

Net Sales

 

2023

   

2022

   

2023

   

2022

 

Aerospace

  $ 61,895     $ 40,050     $ 216,093     $ 137,489  

Power generation

    1,077       1,043       4,208       6,117  

Oil & gas

    3,580       5,256       13,978       17,981  

Heavy equipment

    6,413       5,634       31,212       27,138  

General industrial, conversion services and other sales

    6,815       4,217       20,452       13,389  

Total net sales

  $ 79,780     $ 56,200     $ 285,943     $ 202,114  

 

*

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 customer. 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.

 

5

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

December 31,

 
   

2023

   

2022

 

Assets

               

Cash

  $ 394     $ 2,019  

Accounts receivable, net

    39,034       30,960  

Inventory, net

    144,700       154,193  

Other current assets

    11,693       10,392  

Total current assets

    195,821       197,564  

Property, plant and equipment, net

    159,636       163,490  

Deferred income taxes

    -       143  

Other long-term assets

    1,233       2,137  

Total assets

  $ 356,690     $ 363,334  

Liabilities and Stockholders' Equity

               

Accounts payable

  $ 34,855     $ 38,179  

Accrued employment costs

    6,492       2,790  

Current portion of long-term debt

    3,733       3,419  

Other current liabilities

    829       1,112  

Total current liabilities

    45,909       45,500  

Long-term debt, net

    81,846       95,015  

Deferred income taxes

    2       -  

Other long-term liabilities, net

    2,891       3,066  

Total liabilities

    130,648       143,581  

Stockholders’ equity

    226,042       219,753  

Total liabilities and stockholders’ equity

  $ 356,690     $ 363,334  

 

6

 

CONSOLIDATED STATEMENTS OF CASH FLOW

 

   

Year Ended

 
   

December 31,

 
   

2023

   

2022

 

Operating activities:

               

Net income (loss)

  $ 4,910     $ (8,073 )

Adjustments for non-cash items:

               

Depreciation and amortization

    19,433       19,378  

Deferred income tax

    215       (2,695 )

Share-based compensation expense

    1,336       1,289  

Changes in assets and liabilities:

               

Accounts receivable, net

    (8,074 )     (9,768 )

Inventory, net

    7,785       (15,078 )

Accounts payable

    (2,900 )     10,507  

Accrued employment costs

    3,702       (1,513 )

Income taxes

    -       -  

Other, net

    (1,176 )     (2,983 )

Net cash used in operating activities

    25,231       (8,936 )

Investing activity:

               

Capital expenditures

    (13,026 )     (12,096 )

Net cash used in investing activity

    (13,026 )     (12,096 )

Financing activities:

               

Net (payments on) borrowings under revolving credit facility

    (10,561 )     23,548  

Proceeds from other financing transactions, net

    -       1,804  

Payments on term loan facility, capital leases, and notes

    (3,568 )     (2,412 )

Issuance of common stock under share-based plans

    299       123  

Payments of financing costs

    -       (130 )

Net cash provided by financing activities

    (13,830 )     22,933  
                 

Net increase (decrease) in cash

    (1,625 )     1,901  

Cash at beginning of period

    2,019       118  

Cash at end of period

  $ 394     $ 2,019  

 

7

 

RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA

 

   

Three Months ended

   

Twelve Months Ended

 
   

December 31,

   

December 31,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Net income (loss)

  $ 2,597     $ (3,724 )   $ 4,910     $ (8,073 )

Interest expense

    2,134       1,526       8,155       4,158  

Income taxes

    (21 )     (963 )     398       (2,624 )

Depreciation and amortization

    4,921       4,858       19,446       19,378  

EBITDA

    9,631       1,697       32,909       12,839  

Share-based compensation expense

    328       288       1,336       1,289  

Fixed cost absorption direct charge

    -       -       -       1,300  

Spill costs in addition to absorption charge, net

    -       300       -       4,060  

AMJP benefit

    -       (139 )     -       (3,589 )

Adjusted EBITDA

  $ 9,959     $ 2,146     $ 34,245     $ 15,899  

 

8