Form 8-K - Current report

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 31, 2024

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.)

22901 Millcreek Boulevard, Suite 650, Highland Hills, Ohio	44112
(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 October 31, 2024, Olympic Steel, Inc. issued a press release reporting its operating results for the third quarter ended September 30, 2024. 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 October 31, 2024.

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.

		Olympic Steel, Inc.
		(Registrant)
October 31, 2024		/s/ RICHARD A. MANSON
(Date)		Richard A. Manson Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Index

99.1 Press Release dated October 31, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

NEWS RELEASE

Olympic Steel Reports Third-Quarter 2024 Results

Company’s diversification strategy continues to drive results in difficult market conditions

Company has the strategic focus and financial flexibility to further invest in organic and acquisitive growth opportunities

CLEVELAND — October 31, 2024 — Olympic Steel, Inc. (Nasdaq: ZEUS), a leading national metals service center, today announced financial results for the three months ended September 30, 2024.

Net income for the third quarter totaled $2.7 million, or $0.23 per diluted share, compared with net income of $12.2 million, or $1.06 per diluted share, in the third quarter of 2023. EBITDA for the third quarter of 2024 was $15.0 million, compared with $27.1 million in the third quarter of 2023. Both third-quarter 2024 and 2023 results include $2.0 million of LIFO pretax income.

The Company reported sales totaling $470 million in the third quarter of 2024, compared with $526 million in the third quarter of 2023, due primarily to year-over-year declines in metal pricing.

“Olympic Steel’s strategies for diversification enabled all three business segments to deliver EBITDA-positive results despite industry-wide pricing pressure,” said Richard T. Marabito, Chief Executive Officer. “Macroeconomic trends during the third quarter resulted in lower overall OEM contractual demand, pressuring margins across all segments. Despite these headwinds, we have remained profitable through our diversification into counter-cyclical steel-intensive end products, focusing on higher-margin opportunities such as flat-rolled coated products, and expansion of our fabrication capabilities.”

Marabito continued, “During the third quarter, we reduced our debt by approximately $12 million to $197 million, and we entered the fourth quarter with approximately $304 million of credit availability. In response to the ongoing uncertainty in the macroeconomic environment, we are closely managing our operating expenses, while continuing to invest in equipment automation and processing that will drive efficiency, productivity and future growth.”

Marabito concluded, “Overall, we believe the success of our acquisitions and our capital investments in key organic growth areas, has created a stronger and more resilient Olympic Steel. As we showed in the third quarter, we can deliver profitable results even in challenging times. We also have the strategic focus and financial flexibility to further invest in organic and acquisitive growth opportunities in steel-intensive end products, fabricating and automation to enhance our throughput, quality, safety and profitability. Despite near-term market challenges, we remain optimistic for the long-term outlook for Olympic Steel and our industry.”

The Board of Directors approved a regular quarterly cash dividend of $0.15 per share, which is payable on December 16, 2024, to shareholders of record as of December 2, 2024. The Company has paid a regular quarterly dividend since March 2006.

Olympic Steel, Inc. • 22901 Millcreek Blvd., Suite 650 • Highland Hills, OH 44122

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,
	2024			2023			2024			2023

Net income per diluted share (GAAP)	$	0.23		$	1.06		$	1.64		$	3.21

Excluding the following items
LIFO income		(0.12	)		(0.13	)		(0.16	)		(0.19	)
Acquisition Inventory fair market value adjustment		-			-			-			0.13
Acquisition related expenses		-			-			-			0.16
Employee retention credit		-			(0.25	)		-			(0.25	)
Adjusted net income per diluted share (non-GAAP)	$	0.11		$	0.68		$	1.48		$	3.06

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
	September 30,						September 30,
	2024			2023			2024			2023

Net income (GAAP):	$	2,734		$	12,230		$	19,091		$	37,121
Excluding the following items
Other loss, net		26			28			66			67
Interest and other expense on debt		3,880			3,953			12,283			12,379
Income tax provision		1,169			4,674			7,417			14,813
Depreciation and amortization		7,234			6,185			21,795			18,859

Earnings before interest, taxes, depreciation and amortization (EBITDA)		15,043			27,070			60,652			83,239

LIFO income		(2,000	)		(2,000	)		(2,600	)		(3,000	)
Acquisition Inventory fair market value adjustment		-			-			-			2,079
Acquisition related expenses		-			-			-			2,556
Employee retention credit		-			(4,000	)		-			(4,000	)
Adjusted EBITDA (non-GAAP)	$	13,043		$	21,070		$	58,052		$	80,874

Conference Call and Webcast

A simulcast of Olympic Steel’s 2024 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 1, 2024, 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; general and global business, economic, financial and political conditions, including, but not limited to, recessionary conditions, legislation passed under the current administration and the 2024 U.S. presidential election; reduced production schedules, layoffs or work stoppages by our own, our suppliers’ or customers’ personnel; supply disruptions and inflationary pressures, including the availability and rising costs of transportation, energy, logistical services and labor; 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; supplier consolidation or addition of new capacity; risks associated with the war in 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 shortages of skilled labor, increased labor costs and our ability to attract and retain qualified personnel; 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; our ability to successfully integrate recent acquisitions 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; 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; 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; rising interest rates and their impacts on our variable interest rate debt; customer, supplier and competitor consolidation, bankruptcy or insolvency; cyclicality and volatility within the metals industry; the timing and outcomes of inventory lower of cost or net realizable value adjustments and LIFO income or expense; 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; risks and uncertainties associated with intangible assets, including impairment charges related to indefinite lived intangible assets; our ability to generate free cash flow through operations and repay debt; the impacts of union organizing activities and the success of union contract renewals; 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; 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; 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.

Contact:

Richard A. Manson

Chief Financial Officer

(216) 672-0522

ir@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,
	2024		2023		2024		2023

Net sales	$	469,996	$	526,411	$	1,522,888	$	1,668,755

Costs and expenses
Cost of materials sold (excludes items shown separately below)		363,144		414,480		1,177,229		1,308,988
Warehouse and processing		31,719		28,954		97,855		91,125
Administrative and general		28,226		26,181		87,545		91,047
Distribution		16,881		16,342		51,101		51,531
Selling		10,721		9,587		35,458		30,373
Occupancy		4,262		3,797		13,048		12,452
Depreciation		5,740		5,008		17,585		15,330
Amortization		1,494		1,177		4,210		3,529
Total costs and expenses		462,187		505,526		1,484,031		1,604,375
Operating income		7,809		20,885		38,857		64,380
Other loss, net		26		28		66		67
Income before interest and income taxes		7,783		20,857		38,791		64,313
Interest and other expense on debt		3,880		3,953		12,283		12,379
Income before income taxes		3,903		16,904		26,508		51,934
Income tax provision		1,169		4,674		7,417		14,813
Net income	$	2,734	$	12,230	$	19,091	$	37,121


Earnings per share:
Net income per share - basic	$	0.23	$	1.06	$	1.64	$	3.21
Weighted average shares outstanding - basic		11,695		11,586		11,673		11,568
Net income per share - diluted	$	0.23	$	1.06	$	1.64	$	3.21
Weighted average shares outstanding - diluted		11,695		11,592		11,673		11,571

Olympic Steel, Inc.

Balance Sheets

(in thousands)

	As of September 30, 2024			As of December 31, 2023
Assets
Cash and cash equivalents	$	11,116		$	13,224
Accounts receivable, net		197,592			191,149
Inventories, net (includes LIFO reserves of $9,443 and $12,043 as of September 30, 2024 and December 31, 2023, respectively)		399,394			386,535
Prepaid expenses and other		14,306			12,261
Total current assets		622,408			603,169

Property and equipment, at cost		506,631			483,448
Accumulated depreciation		(313,775	)		(297,340	)
Net property and equipment		192,856			186,108

Goodwill		52,091			52,091
Intangible assets, net		89,342			92,621
Other long-term assets		19,642			16,466
Right of use asset, net		35,672			34,380
Total assets	$	1,012,011		$	984,835

Liabilities
Accounts payable	$	125,342		$	119,718
Accrued payroll		23,366			30,113
Other accrued liabilities		22,569			22,593
Current portion of lease liabilities		5,671			7,813
Total current liabilities		176,948			180,237

Credit facility revolver		197,276			190,198
Other long-term liabilities		24,810			20,151
Deferred income taxes		11,571			11,510
Lease liabilities		30,796			27,261
Total liabilities		441,401			429,357

Shareholders' Equity
Preferred stock		-			-
Common stock		138,040			136,541
Accumulated other comprehensive income (loss)		(408	)		41
Retained earnings		432,978			418,896
Total shareholders' equity		570,610			555,478
Total liabilities and shareholders' equity	$	1,012,011		$	984,835

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
	2024		2023		2024		2023		2024			2023
Tons sold ¹		204,211		207,145		29,738		27,936		N/A			N/A

Net sales	$	264,849	$	304,478	$	125,693	$	132,763	$	79,454		$	89,170
Average selling price per ton		1,297		1,470		4,227		4,752		N/A			N/A
Cost of materials sold		208,093		242,532		103,450		111,622		51,601			60,326
Gross profit		56,756		61,946		22,243		21,141		27,853			28,844
Operating expenses		56,322		51,997		17,307		16,473		21,377			18,811
Operating income		434		9,949		4,936		4,668		6,476			10,033

Depreciation and amortization		4,028		3,568		1,005		871		2,184			1,729
LIFO income		-		-		-		-		(2,000	)		(2,000	)

	Nine Months Ended September 30,
	Carbon Flat Products				Specialty Metals Flat Products				Tubular and Pipe Products
	2024		2023		2024		2023		2024			2023
Tons sold ¹		652,976		651,758		91,336		89,163		N/A			N/A

Net sales	$	873,579	$	940,925	$	386,100	$	446,327	$	263,209		$	281,503
Average selling price per ton		1,338		1,444		4,227		5,006		N/A			N/A
Cost of materials sold		687,704		744,040		315,984		371,935		173,541			193,013
Gross profit		185,875		196,885		70,116		74,392		89,668			88,490
Operating expenses		171,423		166,295		53,400		53,786		69,068			59,345
Operating income		14,452		30,590		16,716		20,606		20,600			29,145

Depreciation and amortization		12,221		10,891		2,922		2,878		6,600			5,038
LIFO income		-		-		-		-		(2,600	)		(3,000	)

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 for the entire Tubular and Pipe Products Segment.

	As of September 30, 2024		As of December 31, 2023
Assets
Flat-products	$	666,508	$	649,744
Tubular and pipe products		344,289		333,677
Corporate		1,214		1,414
Total assets	$	1,012,011	$	984,835

Other Information

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

	As of September 30, 2024		As of December 31, 2023
Shareholders' equity per share	$	51.26	$	49.90

Debt to equity ratio		0.35 to 1		0.34 to 1

	Nine Months Ended September 30,
	2024		2023

Net cash from operating activities	$	19,114	$	120,999

Cash dividends per share	$	0.45	$	0.38

Document And Entity Information	Oct. 31, 2024
Document Information [Line Items]
Entity, Registrant Name	Olympic Steel, Inc.
Document, Type	8-K
Document, Period End Date	Oct. 31, 2024
Entity, Incorporation, State or Country Code	OH
Entity, File Number	000-23320
Entity, Tax Identification Number	34-1245650
Entity, Address, Address Line One	22901 Millcreek Boulevard, Suite 650
Entity, Address, City or Town	Highland Hills
Entity, Address, State or Province	OH
Entity, Address, Postal Zip Code	44112
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
Title of 12(b) Security	Common stock
Trading Symbol	ZEUS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000917470