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): November 2, 2023




Olympic Steel, Inc.
(Exact name of registrant as specified in its charter)

Ohio
000-23320
34-1245650
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


5096 Richmond Road, Bedford Heights, Ohio
44146
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:   (216) 292-3800
 
________________________________________________________________________________
(Former name or former address, if changed since last report)
 
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:

   

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 Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, without par value
ZEUS
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 November 2, 2023, Olympic Steel, Inc. issued a press release reporting its operating results for the third quarter of 2023 ended September 30, 2023. The press release is attached hereto as Exhibit 99.1.
 
The information included in this report, including exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K, is not to be considered "filed" under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and shall not be incorporated by reference into any of Olympic Steel, Inc.'s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit No.
 
99.1 Press release dated November 2, 2023.
 

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.


 
 
Olympic Steel, Inc.
    (Registrant)
 
 

November 2, 2023
 
/s/   RICHARD A. MANSON
(Date)
 
Richard A. Manson
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)



Exhibit 99.1

Olympic Steel Reports Third-Quarter 2023 Results

Diversification and operating disciplines drive performance despite challenging market conditions

Central Tube & Bar acquisition in October continues diversification strategy to invest in consistently high-performing businesses

Company remains well-positioned to execute on strategy to deliver more consistent results in all environments and drive profitable growth

CLEVELAND--(BUSINESS WIRE)--November 2, 2023--Olympic Steel, Inc. (Nasdaq: ZEUS), a leading national metals service center, today announced financial results for the three months ended September 30, 2023.

Net income for the third quarter totaled $12.2 million, or $1.06 per diluted share, compared with net income of $12.0 million, or $1.04 per diluted share, in the third quarter of 2022. EBITDA for the third quarter of 2023 was $27.1 million, compared with $23.8 million in the third quarter of 2022. Third-quarter 2023 results include $2.0 million of LIFO pretax income and $4.0 million of pretax income from the Employee Retention Credit (under the CARES Act), compared with $1.5 million of LIFO pretax expense in the same period a year ago.

The Company reported sales totaling $526 million in the third quarter of 2023, compared with $634 million in the third quarter of 2022, due primarily to lower metal pricing year-over-year.

“Olympic Steel’s performance in a challenging third-quarter market demonstrates the benefits of our actions to deliver more consistent results in all environments,” said Richard T. Marabito, Chief Executive Officer. “Metal pricing declines accelerated in the back half of the quarter due to added macroeconomic uncertainty, leading to softer-than-anticipated volumes across the industry. Despite these headwinds, all Olympic segments were profitable, led by our Pipe and Tube business, which recorded one of its most profitable quarters ever, and strong results from our Carbon segment.”

Marabito continued, “On October 2, 2023, as previously announced, we completed the all-cash acquisition of Central Tube & Bar. The transaction, which marks the Company’s seventh acquisition in the past six years, is our latest strategic investment focused on growing our portfolio of products and services with higher-margin returns. Central Tube & Bar’s historical financial performance has been consistently strong, and we believe its value-added contract manufacturing capabilities, geographic reach in the South-Central United States and complementary culture make the company an excellent fit for our Pipe and Tube business.”


Olympic Steel remains well-positioned to continue executing on its growth strategy. Following the Central Tube acquisition, the Company’s total debt under its revolving credit facility was approximately $234 million, with availability of approximately $359 million, leaving significant capital to invest in additional acquisitions, new capacity and increased automation.

Marabito concluded, “We remain optimistic about the long-term outlook for the U.S. steel market and our business. As we finish another solid year, we are seeing a rebound in pricing. We believe improved market pricing dynamics, continued industrial backlogs and anticipated infrastructure spending, along with our ongoing efforts to invest in higher-return opportunities, will result in profitable growth in 2024.”

The Board of Directors approved a regular quarterly cash dividend of $0.125 per share, which is payable on December 15, 2023, to shareholders of record as of December 1, 2023. The Company has paid a regular quarterly dividend since March 2006.

The table that follows provides a reconciliation of non-GAAP measures to the most directly comparable measures prepared in accordance with GAAP.

Olympic Steel, Inc.

Reconciliation of Net Income Per Diluted Share to Adjusted Net Income Per Diluted Share

(Figures may not foot due to rounding.)

The following table reconciles adjusted net income per diluted share to the most directly comparable GAAP

financial measure:





 


Three months ended

 

Nine months ended



September 30,

 

September 30,



2023

 

2022

 

2023

 

2022









 
Net income per diluted share (GAAP)

$

1.06

 


$

1.04


$

3.21

 


$

7.53

 









 
Excluding the following items







LIFO (income) / expense

 

(0.13

)


 

0.10


 

(0.19

)


 

0.10

 

Acquisition inventory fair market value adjustment

 

-

 


 

-


 

0.13

 


 

-

 

Acquisition related expenses

 

-

 


 

-


 

0.16

 


 

-

 

Gain on sale of warehouse

 

-

 


 

-


 

-

 


 

(0.13

)

Employee retention credit

 

(0.25

)


 

-


 

(0.25

)


 

-

 









 
Adjusted net income per diluted share (non-GAAP)

$

0.68

 


$

1.14


$

3.06

 


$

7.50

 


Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial measure:




 

Three Months Ended
Nine Months Ended

9/30/2023
9/30/2022
9/30/2023
9/30/2022







 
Net income (GAAP):

$

12,230

 


$

12,046


$

37,121

 


$

86,972

 

Excluding the following items






Foreign exchange loss included in net income

 

28

 


 

17


 

67

 


 

38

 

Interest and other expense on debt

 

3,953

 


 

3,007


 

12,379

 


 

7,276

 

Income tax provision

 

4,674

 


 

4,016


 

14,813

 


 

31,787

 

Depreciation and amortization

 

6,185

 


 

4,666


 

18,859

 


 

14,594

 








 
Earnings before interest, taxes, depreciation and



amortization (EBITDA)

 

27,070

 


 

23,752


 

83,239

 


 

140,667

 








 
LIFO (income) / expense

 

(2,000

)


 

1,500


 

(3,000

)


 

1,500

 

Acquisition inventory fair market value adjustment

 

-

 


 

-


 

2,079

 


 

-

 

Acquisition related expenses

 

-

 


 

-


 

2,556

 


 

-

 

Gain on sale of warehouse

 

-

 


 

-


 

-

 


 

(2,083

)

Employee retention credit

 

(4,000

)


 

-


 

(4,000

)


 

-

 








 
Adjusted EBITDA (non-GAAP)

$

21,070

 


$

25,252


$

80,874

 


$

140,084

 

Conference Call and Webcast

A simulcast of Olympic Steel’s 2023 third-quarter earnings conference call can be accessed via the Investor Relations section of the Company’s website at www.olysteel.com. The live simulcast will begin at 10 a.m. ET on November 3, 2023, and a replay will be available for approximately 14 days thereafter.

Forward-Looking Statements

It is the Company's policy not to endorse any analyst's sales or earnings estimates. Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "may," "will," "anticipate," "should," "intend," "expect," "believe," "estimate," "project," "plan," "potential," and "continue," as well as the negative of these terms or similar expressions. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by such statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Such risks and uncertainties include, but are not limited to: risks of falling metals prices and inventory devaluation; supply disruptions and inflationary pressures, including the availability and rising costs of transportation, energy, logistical services and labor; risks associated with shortages of skilled labor, increased labor costs and our ability to attract and retain qualified personnel; rising interest rates and their impacts on our variable interest rate debt; risks associated with the invasion of Ukraine, including economic sanctions, and the conflicts in the Middle East, or additional war, military conflict, or hostilities could adversely affect global metals supply and pricing; risks associated with supply chain disruption resulting from the imbalance of metal supply and end-user demands, including additional shutdowns as a result of infectious disease outbreaks in large markets, such as China, and other factors; general and global business, economic, financial and political conditions, including, but not limited to, recessionary conditions and legislation passed under the current administration; reduced production schedules, layoffs or work stoppages by our own, our suppliers’ or customers’ personnel: supplier consolidation or addition of new capacity; risks associated with infectious disease outbreaks, including, but not limited to customer closures, reduced sales and profit levels, slower payment of accounts receivable and potential increases in uncollectible accounts receivable, falling metals prices that could lead to lower of cost or net realizable value inventory adjustments and the impairment of intangible and long-lived assets, negative impacts on our liquidity position, inability to access our traditional financing sources and increased costs associated with and less ability to access funds under our asset-based credit facility, or ABL Credit Facility, and the capital markets; our ability to successfully integrate recent acquisitions, including Central Tube and Bar, Inc., or CTB, into our business and risks inherent with the acquisitions in the achievement of expected results, including whether the acquisition will be accretive and within the expected timeframe; the adequacy of our existing information technology and business system software, including duplication and security processes; the levels of imported steel in the United States and the tariffs initiated by the U.S. government in 2018 under Section 232 of the Trade Expansion Act of 1962 and imposed tariffs and duties on exported steel or other products, U.S. trade policy and its impact on the U.S. manufacturing industry; the inflation or deflation existing within the metals industry, as well as product mix and inventory levels on hand, which can impact our cost of materials sold as a result of the fluctuations in the last-in, first-out, or LIFO, inventory valuation; increased customer demand without corresponding increase in metal supply could lead to an inability to meet customer demand and result in lower sales and profits; competitive factors such as the availability, and global pricing of metals and production levels, industry shipping and inventory levels and rapid fluctuations in customer demand and metals pricing; customer, supplier and competitor consolidation, bankruptcy or insolvency; the timing and outcomes of inventory lower of cost or net realizable value adjustments and LIFO income or expense; cyclicality and volatility within the metals industry; reduced availability and productivity of our employees, increased operational risks as a result of remote work arrangements, including the potential effects on internal controls, as well as cybersecurity risks and increased vulnerability to security breaches, information technology disruptions and other similar events; fluctuations in the value of the U.S. dollar and the related impact on foreign steel pricing, U.S. exports, and foreign imports to the United States; the successes of our efforts and initiatives to improve working capital turnover and cash flows, and achieve cost savings; our ability to generate free cash flow through operations and repay debt; the amounts, successes and our ability to continue our capital investments and strategic growth initiatives, including acquisitions and our business information system implementations; events or circumstances that could adversely impact the successful operation of our processing equipment and operations; the impacts of union organizing activities and the success of union contract renewals; changes in laws or regulations or the manner of their interpretation or enforcement could impact our financial performance and restrict our ability to operate our business or execute our strategies; events or circumstances that could impair or adversely impact the carrying value of any of our assets; risks and uncertainties associated with intangible assets, including impairment charges related to indefinite lived intangible assets; our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; our ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any; our ability to sell shares of our common stock under the at-the-market equity program; and unanticipated developments that could occur with respect to contingencies such as litigation, arbitration and environmental matters, including any developments that would require any increase in our costs for such contingencies.


In addition to financial information prepared in accordance with GAAP, this document also contains adjusted earnings per diluted share and adjusted EBITDA, which are non-GAAP financial measures. Management's view of the Company's performance includes adjusted earnings per share and adjusted EBITDA, and management uses these non-GAAP financial measures internally for planning and forecasting purposes and to measure the performance of the Company. We believe these non-GAAP financial measures provide useful and meaningful information to us and investors because they enhance investors' understanding of the continuing operating performance of our business and facilitate the comparison of performance between past and future periods. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Additionally, the presentation of these measures may be different from non-GAAP financial measures used by other companies. A reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures is provided above.

About Olympic Steel

Founded in 1954, Olympic Steel is a leading U.S. metals service center focused on the direct sale and value-added processing of carbon and coated sheet, plate, and coil products; stainless steel sheet, plate, bar and coil; aluminum sheet, plate and coil; pipe, tube, valves and fittings; tin plate and manufactured products. The Company was founded in 1954 and operates from 47 locations across North America.

For additional information, please visit the Company’s website at www.olysteel.com.


Olympic Steel, Inc.

Consolidated Statements of Net Income

(in thousands, except per-share data)









 


Three months ended
Nine months ended


September 30
September 30


2023


2022


2023


2022









 
Net sales

$

526,411


$

634,437


$

1,668,755


$

2,039,946









 
Costs and expenses







Cost of materials sold (excludes items shown separately below)

 

414,480


 

527,466


 

1,308,988


 

1,643,119

Warehouse and processing

 

28,954


 

27,397


 

91,125


 

79,069

Administrative and general

 

26,181


 

26,929


 

91,047


 

88,520

Distribution

 

16,342


 

15,131


 

51,531


 

46,613

Selling

 

9,587


 

10,589


 

30,373


 

31,905

Occupancy

 

3,797


 

3,173


 

12,452


 

10,053

Depreciation

 

5,008


 

4,062


 

15,330


 

12,766

Amortization

 

1,177


 

604


 

3,529


 

1,828









 
Total costs and expenses

 

505,526


 

615,351


 

1,604,375


 

1,913,873









 
Operating income

 

20,885


 

19,086


 

64,380


 

126,073









 
Other loss, net

 

28


 

17


 

67


 

38









 
Income before interest and income taxes

 

20,857


 

19,069


 

64,313


 

126,035









 
Interest and other expense on debt

 

3,953


 

3,007


 

12,379


 

7,276









 
Income before income taxes

 

16,904


 

16,062


 

51,934


 

118,759









 
Income tax provision

 

4,674


 

4,016


 

14,813


 

31,787









 
Net income

$

12,230


$

12,046


$

37,121


$

86,972









 








 
Earnings per share:















 
Net income per share - basic

$

1.06


$

1.04


$

3.21


$

7.53









 
Weighted average shares outstanding - basic

 

11,586


 

11,548


 

11,568


 

11,543









 
Net income per share - diluted

$

1.06


$

1.04


$

3.21


$

7.53









 
Weighted average shares outstanding - diluted

 

11,592


 

11,557


 

11,571


 

11,548


Olympic Steel, Inc.

Balance Sheets

(in thousands)





 


As of September 30, 2023
As of
December 31, 2022
Assets







 
Cash and cash equivalents

$

9,091

 


$

12,189

 

Accounts receivable, net

 

227,847

 


 

219,789

 

Inventories, net (includes LIFO reserves of $17,301 and $20,301 as of September 30, 2023 and December 31, 2022, respectively)

 

392,354

 


 

416,931

 

Prepaid expenses and other

 

12,608

 


 

9,197

 





 
Total current assets

 

641,900

 


 

658,106

 





 
Property and equipment, at cost

 

466,499

 


 

429,810

 

Accumulated depreciation

 

(292,280

)


 

(281,478

)





 
Net property and equipment

 

174,219

 


 

148,332

 





 
Goodwill

 

43,690

 


 

10,496

 

Intangible assets, net

 

84,028

 


 

32,035

 

Other long-term assets

 

15,425

 


 

14,434

 

Right of use asset, net

 

33,544

 


 

28,224

 





 
Total assets

$

992,806

 


$

891,627

 





 
Liabilities







 
Accounts payable

$

127,671

 


$

101,446

 

Accrued payroll

 

29,617

 


 

40,334

 

Other accrued liabilities

 

22,069

 


 

16,824

 

Current portion of lease liabilities

 

7,015

 


 

6,098

 





 
Total current liabilities

 

186,372

 


 

164,702

 





 
Credit facility revolver

 

196,527

 


 

165,658

 

Other long-term liabilities

 

17,531

 


 

12,619

 

Deferred income taxes

 

15,869

 


 

10,025

 

Lease liabilities

 

27,186

 


 

22,655

 





 
Total liabilities

 

443,485

 


 

375,659

 





 




 
Shareholders' Equity







 
Preferred stock

 

-

 


 

-

 

Common stock

 

135,981

 


 

134,724

 

Accumulated other comprehensive loss

 

461

 


 

1,311

 

Retained earnings

 

412,879

 


 

379,933

 





 
Total shareholders' equity

 

549,321

 


 

515,968

 





 
Total liabilities and shareholders' equity

$

992,806

 


$

891,627

 


Olympic Steel, Inc.

Segment Financial Information

(In thousands, except tonnage and per-ton data. Figures may not foot to consolidated totals due to Corporate expenses.)













 


Three months ended September 30,


Carbon Flat Products
Specialty Metals Flat Products
Tubular and Pipe Products


2023

 

2022

 

2023

 

2022

 

2023

 

2022













 
Tons sold 1

 

207,145


 

203,122


 

27,936


 

34,189


 

N/A


 

N/A

 













 
Net sales

$

304,478


$

336,259


$

132,763


$

188,301


$

89,170


$

109,877

 

Average selling price per ton

 

1,470


 

1,655


 

4,752


 

5,508


 

N/A


 

N/A

 

Cost of materials sold

 

242,532


 

293,498


 

111,622


 

150,546


 

60,326


 

83,422

 

Gross profit

 

61,946


 

42,761


 

21,141


 

37,755


 

28,844


 

26,455

 

Operating expenses

 

51,997


 

41,029


 

16,473


 

22,683


 

18,811


 

19,360

 

Operating income

 

9,949


 

1,732


 

4,668


 

15,072


 

10,033


 

7,095

 













 
Depreciation and amortization

 

3,568


 

2,513


 

871


 

1,024


 

1,729


 

1,112

 

LIFO income / (expense)

 

-


 

-


 

-


 

-


 

2,000


 

(1,500

)













 












 


Nine months ended September 30,


Carbon Flat Products
Specialty Metals Flat Products
Tubular and Pipe Products


2023

 

2022

 

2023

 

2022

 

2023

 

2022













 
Tons sold 1

 

651,758


 

619,809


 

89,163


 

111,019


 

N/A


 

N/A

 













 
Net sales

$

940,925


$

1,086,473


$

446,327


$

614,744


$

281,503


$

338,729

 

Average selling price per ton

 

1,444


 

1,753


 

5,006


 

5,537


 

N/A


 

N/A

 

Cost of materials sold

 

744,040


 

931,844


 

371,935


 

455,977


 

193,013


 

255,298

 

Gross profit

 

196,885


 

154,629


 

74,392


 

158,767


 

88,490


 

83,431

 

Operating expenses

 

166,295


 

127,404


 

53,786


 

73,138


 

59,345


 

54,454

 

Operating income

 

30,590


 

27,225


 

20,606


 

85,629


 

29,145


 

28,977

 













 
Depreciation and amortization

 

10,891


 

7,885


 

2,878


 

3,037


 

5,038


 

3,620

 

LIFO income / (expense)

 

-


 

-


 

-


 

-


 

3,000


 

(1,500

)













 
1 The Company does not report tons sold for McCullough Industries, EZ Dumper, or Metal-Fab in the Carbon Flat Products Segment, Shaw Stainless in the Specialty Metals Flat Products Segment or the Tubular and Pipe Products Segment.












 


As of September 30, 2023
As of December 31, 2022







Assets











Flat-products

$

708,766


$

631,607









Tubular and pipe products

 

282,300


 

258,412









Corporate

 

1,740


 

1,608









Total assets

$

992,806


$

891,627










Other Information

(in thousands, except per-share and ratio data)



As of September 30, 2023
As of December 31, 2022
Shareholders' equity per share

$

49.34


$

46.36





 
Debt to equity ratio
0.36 to 1
0.32 to 1




 




 


Nine Months Ended September 30,


2023


2022





 
Net cash from operating activities

$

120,999


$

98,300





 
Cash dividends per share

$

0.38


$

0.27

 

Contacts

Richard A. Manson
Chief Financial Officer
(216) 672-0522
ir@olysteel.com

v3.23.3
Document and Entity Information
Nov. 02, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 02, 2023
Entity Registrant Name Olympic Steel, Inc.
Entity Incorporation, State or Country Code OH
Entity File Number 000-23320
Entity Tax Identification Number 34-1245650
Entity Address, Address Line One 5096 Richmond Road
Entity Address, City or Town Bedford Heights
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44146
City Area Code 216
Local Phone Number 292-3800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000917470
Title of 12(b) Security Common stock, without par value
Trading Symbol ZEUS
Security Exchange Name NASDAQ

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