false 0000917470 0000917470 2024-02-22 2024-02-22
 
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): February 22, 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 650Highland Hills, Ohio
44122
(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 February 22, 2024, Olympic Steel, Inc. issued a press release reporting its operating results for the fourth quarter and twelve months ended December 31, 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.
 
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)
     
February 22, 2024
 
/s/   RICHARD A. MANSON
(Date)  
Richard A. Manson
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 

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

Exhibit 99.1

 

logo.jpg

 

NEWS RELEASE

 

Olympic Steel Reports Fourth-Quarter and Full-Year 2023 Results

 

Strong finish to the year led by Pipe and Tube segment delivering its second most profitable year ever

 

Shareholders rewarded with a quarterly dividend increase of 20% from $0.125 to $0.15 per share

 

Company enters 2024 in position of strength due to success of diversification strategy and operational disciplines

 

February 21, 2024 1:37 PM Eastern Standard Time

 

CLEVELAND February 22, 2024 Olympic Steel, Inc. (Nasdaq: ZEUS), a leading national metals service center, today announced results for the three and 12 months ended December 31, 2023.

 

Fourth-Quarter Results

 

Net income for the fourth quarter totaled $7.4 million, or $0.64 per diluted share, compared with net income of $4.0 million, or $0.34 per diluted share, in the fourth quarter of 2022. The results include $5.3 million of LIFO pre-tax income in the fourth quarter of 2023, compared with $0.9 million of LIFO pre-tax income in the same period a year ago. The fourth quarter 2023 results also include $1.1 million of acquisition-related charges. Adjusted EBITDA for the fourth quarter of 2023 was $16.7 million, compared with $11.9 million in the fourth quarter of 2022. Sales for the fourth quarter of 2023 totaled $489 million, compared with $520 million in the fourth quarter of 2022.

 

Full-Year Results

 

Net income for 2023 totaled $44.5 million, or $3.85 per diluted share, compared with net income of $90.9 million, or $7.87 per diluted share, in 2022. The results include $8.3 million of LIFO pre-tax income in 2023, compared with $0.6 million of LIFO pre-tax expense in 2022. The 2023 results also include $5.7 million of acquisition-related charges. Adjusted EBITDA for 2023 was $97.6 million, compared with $152.0 million in 2022. Sales for 2022 totaled $2.2 billion compared with $2.6 billion in 2022.

 

“Olympic Steel’s strong performance in the fourth quarter and for the full year reflects the success of our strategy to build a more diversified company that delivers results and creates shareholder value even under challenging market conditions,” said Richard T. Marabito, Chief Executive Officer. “For the second year in a row, we withstood a hot-rolled carbon steel index pricing decline of more than 45% during the year. Despite significant pricing fluctuations, we continue to deliver on our commitment to achieve more consistent, profitable results.”

 

Marabito said, “All three of our business segments positively impacted Olympic Steel’s results for the fourth quarter and full year. Our Pipe and Tube business delivered its second most profitable year ever, and our Carbon business showed its resiliency in navigating the pricing pressures of 2023. While Specialty Metals faced industry-wide stainless steel pricing headwinds, this segment contributed consistent positive EBITDA for both the fourth quarter and the full year.”

 

 

Olympic Steel, Inc. • 22901 Millcreek Boulevard, Suite 650 • Highland Hills, Ohio 44122

 

 

 

Marabito continued, “Our inventory management and strong cash flow have fortified our balance sheet. During 2023, we invested $170 million in the highly accretive Metal-Fab and Central Tube and Bar acquisitions, with both investments producing immediate, strong EBITDA returns. However, our total debt increased by only $25 million to $190 million at year-end, with availability of approximately $339 million. Our disciplined approach and financial strength provide the capacity to invest in higher-return opportunities, while simultaneously rewarding our shareholders with an increased quarterly dividend.”

 

The Company’s Board of Directors approved a regular first quarter 2024 cash dividend of $0.15 per share, which is an increase of $0.025 per share from the Company’s last quarterly dividend of $0.125 per share. This marks the third increase since 2022, cumulatively raising the quarterly dividend from $0.02 per share to $0.15 per share. The dividend is payable on March 15, 2024 to shareholders on record as of March 4, 2024. The Company expects to maintain the quarterly dividend of $0.15 per share on a regular basis, subject to Board approval. The Company has paid a regular quarterly dividend since March 2006.

 

Marabito concluded, “As we head into 2024, Olympic Steel is stronger than ever. We remain committed to our disciplines around working capital, operating expenses, cash flow and debt, while we seek opportunities to further expand our portfolio of higher-return, higher-value-add products. We are confident in our ability to build on our success, drive profitable growth and deliver strong value for shareholders.”

 

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

   

Twelve months ended

 
   

December 31,

   

December 31,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Net income per diluted share (GAAP)

  $ 0.64     $ 0.34     $ 3.85     $ 7.87  
                                 

Excluding the following items

                               

LIFO (income) / expense

    (0.35 )     (0.07 )     (0.52 )     0.04  

Acquistion inventory fair market value adjustment

    0.01       -       0.14       -  

Acquisition related expenses

    0.06       -       0.22       -  

Gain on sale of warehouse

    -       -       -       (0.13 )

Employee retention credit

    -       -       (0.25 )     -  

Adjusted net income per diluted share (non-GAAP)

  $ 0.36     $ 0.28     $ 3.44     $ 7.77  

 

 

 

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

   

Twelve Months Ended

 
   

12/31/2023

   

12/31/2022

   

12/31/2023

   

12/31/2022

 
                                 

Net income (GAAP):

  $ 7,408     $ 3,959     $ 44,529     $ 90,931  

Excluding the following items

                               

Foreign exchange loss included in net income

    11       7       78       45  

Interest and other expense on debt

    3,627       2,804       16,006       10,080  

Income tax provision

    2,245       904       17,058       32,691  

Depreciation and amortization

    7,584       5,144       26,443       19,738  
                                 

Earnings before interest, taxes, depreciation and amortization (EBITDA)

    20,875       12,818       104,114       153,485  
                                 

LIFO (income) / expense

    (5,258 )     (935 )     (8,258 )     565  

Acquistion inventory fair market value adjustment

    134       -       2,212       -  

Acquisition related expenses

    947       -       3,503       -  

Gain on sale of warehouse

    -       -       -       (2,083 )

Employee retention credit

    -       -       (4,000 )     -  

Adjusted EBITDA (non-GAAP)

  $ 16,698     $ 11,883     $ 97,571     $ 151,967  

 

 

Conference Call and Webcast

A simulcast of Olympic Steel’s 2023 fourth-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 February 23, 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 labor and energy; 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; supplier consolidation or addition of new capacity; 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; 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; 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, including CTB and Metal-Fab, 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; 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; 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 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; 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 (NASDAQ: ZEUS) 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, bar, valves and fittings; tin plate and metal-intensive end-use products, including bollards, water treatment systems; commercial, residential and industrial venting and air filtration systems; Wright® brand self-dumping hoppers; and EZ-Dumper® dump inserts. Headquartered in Cleveland, Ohio, Olympic Steel operates from 47 facilities.

 

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

   

Twelve months ended

 
   

December 31

   

December 31

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Net sales

  $ 489,408     $ 520,044     $ 2,158,163     $ 2,559,990  
                                 

Costs and expenses

                               

Cost of materials sold (excludes items shown separately below)

    375,675       430,811       1,684,663       2,073,930  

Warehouse and processing

    31,087       25,599       122,212       104,668  

Administrative and general

    31,192       25,484       122,239       114,004  

Distribution

    15,448       13,916       66,979       60,529  

Selling

    11,063       8,269       41,436       40,174  

Occupancy

    4,068       3,147       16,520       13,200  

Depreciation

    6,215       4,519       21,545       17,285  

Amortization

    1,369       625       4,898       2,453  

Total costs and expenses

    476,117       512,370       2,080,492       2,426,243  

Operating income

    13,291       7,674       77,671       133,747  

Other loss, net

    11       7       78       45  

Income before interest and income taxes

    13,280       7,667       77,593       133,702  

Interest and other expense on debt

    3,627       2,804       16,006       10,080  

Income before income taxes

    9,653       4,863       61,587       123,622  

Income tax provision

    2,245       904       17,058       32,691  

Net income

  $ 7,408     $ 3,959     $ 44,529     $ 90,931  
                                 
                                 

Earnings per share:

                               

Net income per share - basic

  $ 0.64     $ 0.34     $ 3.85     $ 7.87  

Weighted average shares outstanding - basic

    11,578       11,554       11,573       11,551  

Net income per share - diluted

  $ 0.64     $ 0.34     $ 3.85     $ 7.87  

Weighted average shares outstanding - diluted

    11,587       11,567       11,578       11,559  

 

 

 

 

Olympic Steel, Inc.

Balance Sheets

(in thousands)

 

   

As of

December 31, 2023

   

As of
December 31, 2022

 

Assets

               
                 

Cash and cash equivalents

  $ 13,224     $ 12,189  

Accounts receivable, net

    191,149       219,789  

Inventories, net (includes LIFO reserves of $12,043 and $20,301 as of December 31, 2023 and December 31, 2022, respectively)

    386,535       416,931  

Prepaid expenses and other

    12,261       9,197  

Total current assets

    603,169       658,106  

Property and equipment, at cost

    483,448       429,810  

Accumulated depreciation

    (297,340 )     (281,478 )

Net property and equipment

    186,108       148,332  

Goodwill

    52,091       10,496  

Intangible assets, net

    92,621       32,035  

Other long-term assets

    16,466       14,434  

Right of use asset, net

    34,380       28,224  

Total assets

  $ 984,835     $ 891,627  
                 

Liabilities

               
                 

Accounts payable

  $ 119,718     $ 101,446  

Accrued payroll

    30,113       40,334  

Other accrued liabilities

    22,593       16,824  

Current portion of lease liabilities

    7,813       6,098  

Total current liabilities

    180,237       164,702  

Credit facility revolver

    190,198       165,658  

Other long-term liabilities

    20,151       12,619  

Deferred income taxes

    11,510       10,025  

Lease liabilities

    27,261       22,655  

Total liabilities

    429,357       375,659  
                 

Shareholders' Equity

               

Preferred stock

    -       -  

Common stock

    136,541       134,724  

Accumulated other comprehensive loss

    41       1,311  

Retained earnings

    418,896       379,933  

Total shareholders' equity

    555,478       515,968  

Total liabilities and shareholders' equity

  $ 984,835     $ 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 December 31,

 
   

Carbon Flat Products

   

Specialty Metals Flat Products

   

Tubular and Pipe Products

 
   

2023

   

2022

   

2023

   

2022

   

2023

   

2022

 
                                                 

Tons sold 1

    202,434       187,110       26,424       31,073       N/A       N/A  
                                                 

Net sales

  $ 280,169     $ 270,132     $ 121,400     $ 161,278     $ 87,839     $ 88,634  

Average selling price per ton

    1,384       1,444       4,594       5,190       N/A       N/A  

Cost of materials sold

    219,627       232,615       101,849       133,495       54,199       64,701  

Gross profit

    60,542       37,517       19,551       27,783       33,640       23,933  

Operating expenses

    56,549       39,727       17,274       19,750       22,093       18,054  

Operating income

  $ 3,993     $ (2,210 )   $ 2,277     $ 8,033     $ 11,547     $ 5,879  
                                                 

Depreciation and amortization

    3,871       2,810       1,051       1,023       2,644       1,293  

LIFO income / (expense)

    -       -       -       -       5,258       935  

 

 

   

Twelve months ended December 31,

 
   

Carbon Flat Products

   

Specialty Metals Flat Products

   

Tubular and Pipe Products

 
   

2023

   

2022

   

2023

   

2022

   

2023

   

2022

 
                                                 

Tons sold 1

    854,192       806,919       115,587       142,092       N/A       N/A  
                                                 

Net sales

  $ 1,221,093     $ 1,356,605     $ 567,728     $ 776,022     $ 369,342     $ 427,363  

Average selling price per ton

    1,430       1,681       4,912       5,461       N/A       N/A  

Cost of materials sold

    963,667       1,164,459       473,784       589,472       247,212       319,999  

Gross profit

    257,426       192,146       93,944       186,550       122,130       107,364  

Operating expenses

    222,844       167,131       71,060       92,888       81,438       72,508  

Operating income

  $ 34,582     $ 25,015     $ 22,884     $ 93,662     $ 40,692     $ 34,856  
                                                 

Depreciation and amortization

    14,762       10,695       3,929       4,060       7,682       4,913  

LIFO income / (expense)

    -       -       -       -       8,258       (565 )

 

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

December 31, 2023

   

As of

December 31, 2022

 

Assets

               

Flat-products

  $ 649,744     $ 631,607  

Tubular and pipe products

    333,677       258,412  

Corporate

    1,414       1,608  

Total assets

  $ 984,835     $ 891,627  

 

 

 

Other Information

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

 

   

As of

December 31, 2023

   

As of
December 31, 2022

 

Shareholders' equity per share

  $ 49.90     $ 46.36  

Debt to equity ratio

    0.34 to 1       0.32 to 1  

 

 

   

Twelve Months Ended

December 31,

 
   

2023

   

2022

 
                 

Net cash from operating activities

  $ 175,159     $ 185,853  

Cash dividends per share

  $ 0.50     $ 0.36  

 

 
v3.24.0.1
Document And Entity Information
Feb. 22, 2024
Document Information [Line Items]  
Entity, Registrant Name Olympic Steel, Inc.
Document, Type 8-K
Document, Period End Date Feb. 22, 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
Entity, Address, Address Line Two Suite 650
Entity, Address, City or Town Highland Hills
Entity, Address, State or Province OH
Entity, Address, Postal Zip Code 44122
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

Olympic Steel (NASDAQ:ZEUS)
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