false 0000917470 0000917470 2024-10-31 2024-10-31
 
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): 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.
 
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

 

logo.jpg

 

NEWS RELEASE

 

Olympic Steel Reports Third-Quarter 2024 Results

 

Companys 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  

 

 
v3.24.3
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

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