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OLYMPIC STEEL INC - Quarter Report: 2022 June (Form 10-Q)

zeus20220630_10q.htm
 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

☒        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2022

 

☐       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File Number 0-23320

 

 

OLYMPIC STEEL, INC.

(Exact name of registrant as specified in its charter)

 

 

 Ohio 34-1245650 
 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 
     
 22901 Millcreek Boulevard, Suite 650, Highland Hills, OH 44122 
 (Address of principal executive offices) (Zip Code) 

 

Registrant's telephone number, including area code (216) 292-3800

 

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filer ☐Accelerated filer ☒
 Non-accelerated filer ☐Smaller reporting company ☐
  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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

 

 

Indicate the number of shares of each of the issuer's classes of common stock, as of the latest practicable date:

 

 Class Outstanding as of August 5, 2022 
 Common stock, without par value 11,127,671 

 



 

 

2

 

 

 

Olympic Steel, Inc.

Index to Form 10-Q

 

  Page No.
   
Part I. FINANCIAL INFORMATION   4
  Item 1. Financial Statements   4
  Consolidated Balance Sheets – June 30, 2022 and December 31, 2021 (unaudited)   4
  Consolidated Statements of Comprehensive Income – for the three and six months ended June 30, 2022 and 2021 (unaudited)   5
  Consolidated Statements of Cash Flows – for the six months ended June 30, 2022 and 2021 (unaudited)   6
  Supplemental Disclosures of Cash Flow Information – for the six months ended June 30, 2022 and 2021 (unaudited)   7
  Consolidated Statements of Shareholders’ Equity – for the three and six months ended June 30, 2022 and 2021 (unaudited)   8
  Notes to Unaudited Consolidated Financial Statements   9
  Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 21
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 33
  Item 4. Controls and Procedures 34
Part II. OTHER INFORMATION 35
  Item 6. Exhibits 36
SIGNATURES 37

 

3

 
 

 

Part I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Olympic Steel, Inc.

Consolidated Balance Sheets

(in thousands)

 

  

As of

 
  

June 30, 2022

  

December 31, 2021

 
  

(unaudited)

 

Assets

        

Cash and cash equivalents

 $8,446  $9,812 

Accounts receivable, net

  320,917   284,570 

Inventories, net (includes LIFO reserves of $19,736 as of June 30, 2022 and December 31, 2021, respectively)

  511,135   485,029 

Prepaid expenses and other

  14,398   9,989 

Total current assets

  854,896   789,400 

Property and equipment, at cost

  419,732   413,396 

Accumulated depreciation

  (272,786)  (266,340)

Net property and equipment

  146,946   147,056 

Goodwill

  10,496   10,496 

Intangible assets, net

  32,844   33,653 

Other long-term assets

  13,427   15,241 

Right of use assets, net

  27,507   27,726 

Total assets

 $1,086,116  $1,023,572 
         

Liabilities

        

Accounts payable

 $182,410  $148,649 

Accrued payroll

  34,660   44,352 

Other accrued liabilities

  21,402   25,395 

Current portion of lease liabilities

  6,127   5,940 

Total current liabilities

  244,599   224,336 

Credit facility revolver

  287,880   327,764 

Other long-term liabilities

  11,439   15,006 

Deferred income taxes

  20,790   9,890 

Lease liabilities

  21,849   22,137 

Total liabilities

  586,557   599,133 

Shareholders' Equity

        

Preferred stock

  -   - 

Common stock

  134,089   133,427 

Accumulated other comprehensive loss

  (462)  (1,996)

Retained earnings

  365,932   293,008 

Total shareholders' equity

  499,559   424,439 

Total liabilities and shareholders' equity

 $1,086,116  $1,023,572 

 

The accompanying notes are an integral part of these consolidated statements.

 

4

 

 

Olympic Steel, Inc.

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30,

(in thousands, except per share data)

 

   

Three months ended

   

Six months ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Net sales

  $ 709,176     $ 556,077     $ 1,405,509     $ 1,019,201  

Costs and expenses

                               

Cost of materials sold (excludes items shown separately below)

    560,546       428,704       1,115,653       783,368  

Warehouse and processing

    27,624       26,539       51,672       49,945  

Administrative and general

    31,969       26,463       61,591       49,517  

Distribution

    16,441       14,099       31,482       27,662  

Selling

    10,494       9,787       21,316       18,253  

Occupancy

    3,291       2,776       6,880       5,922  

Depreciation

    4,354       4,664       8,704       9,314  

Amortization

    592       608       1,224       1,194  

Total costs and expenses

    655,311       513,640       1,298,522       945,175  

Operating income

    53,865       42,437       106,987       74,026  

Other income, net

    (15 )     1       (21 )     (9 )

Income before interest and income taxes

    53,850       42,438       106,966       74,017  

Interest and other expense on debt

    2,271       2,017       4,269       3,671  

Income before income taxes

    51,579       40,421       102,697       70,346  

Income tax provision

    13,955       10,772       27,771       18,689  

Net income

  $ 37,624     $ 29,649     $ 74,926     $ 51,657  

Gain (loss) on cash flow hedge

    (246 )     462       2,045       1,417  

Tax effect on cash flow hedge

    62       (115 )     (511 )     (354 )

Total comprehensive income

  $ 37,440     $ 29,996     $ 76,460     $ 52,720  
                                 

Earnings per share:

                               

Net income per share - basic

  $ 3.26     $ 2.58     $ 6.49     $ 4.50  

Weighted average shares outstanding - basic

    11,538       11,492       11,536       11,491  

Net income per share - diluted

  $ 3.26     $ 2.58     $ 6.49     $ 4.49  

Weighted average shares outstanding - diluted

    11,545       11,504       11,540       11,501  
                                 

Dividends declared per share of common stock

  $ 0.09     $ 0.02     $ 0.18     $ 0.04  

 

The accompanying notes are an integral part of these consolidated statements.

 

5

 

 

Olympic Steel, Inc.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

(in thousands)

 

   

2022

   

2021

 
                 

Cash flows from (used for) operating activities:

               

Net income

  $ 74,926     $ 51,657  

Adjustments to reconcile net income to net cash from (used for) operating activities -

               

Depreciation and amortization

    10,156       10,912  

(Gain) on disposition of property and equipment

    (2,183 )     -  

Stock-based compensation

    662       534  

Other long-term assets

    1,854       5,169  

Other long-term liabilities

    8,738       (1,792 )
      94,153       66,480  

Changes in working capital:

               

Accounts receivable

    (36,347 )     (112,850 )

Inventories

    (26,106 )     (133,276 )

Prepaid expenses and other

    (4,359 )     (5,176 )

Accounts payable

    28,922       66,181  

Change in outstanding checks

    4,839       918  

Accrued payroll and other accrued liabilities

    (13,415 )     21,979  
      (46,466 )     (162,224 )

Net cash from (used for) operating activities

    47,687       (95,744 )
                 

Cash flows from (used for) investing activities:

               

Capital expenditures

    (10,022 )     (4,579 )

Proceeds from disposition of property and equipment

    3,292       23  

Net cash (used for) investing activities

    (6,730 )     (4,556 )
                 

Cash flows from (used for) financing activities:

               

Credit facility revolver borrowings

    384,392       313,167  

Credit facility revolver repayments

    (424,276 )     (204,801 )

Principal payment under capital lease obligation

    (336 )     (353 )

Credit facility fees and expenses

    (100 )     (1,167 )

Dividends paid

    (2,003 )     (443 )

Net cash from (used for) financing activities

    (42,323 )     106,403  
                 

Cash and cash equivalents:

               

Net change

    (1,366 )     6,103  

Beginning balance

    9,812       5,533  

Ending balance

  $ 8,446     $ 11,636  

 

The accompanying notes are an integral part of these consolidated statements.

 

6

 

Olympic Steel, Inc.

Supplemental Disclosures of Cash Flow Information

For the Six Months Ended June 30,

(in thousands)

 

   

2022

   

2021

 
   

(unaudited)

 
                 

Interest paid

  $ 4,006     $ 3,240  

Income taxes paid

  $ 18,985     $ 10,578  

 

The Company incurred a nominal amount of financing lease obligations during the six months ended June 30, 2022. The Company incurred no new financing lease obligations during the six months ended June 30, 2021. These non-cash transactions have been excluded from the Consolidated Statements of Cash Flows for the six months ended June 30, 2022.

 

The accompanying notes are an integral part of these consolidated statements.

 

7

 
 

 

Olympic Steel, Inc.

Consolidated Statements of Shareholders Equity

(in thousands)

 

   

For the Three Months Ended June 30, 2022

 
           

Accumulated

                 
           

Other

                 
   

Common

   

Comprehensive

   

Retained

   

Total

 
   

Stock

   

Loss

   

Earnings

   

Equity

 

Balance at March 31, 2022

  $ 133,754     $ (277 )   $ 329,309     $ 462,786  

Net income

    -       -       37,624       37,624  

Payment of dividends

    -       -       (1,002 )     (1,002 )

Stock-based compensation

    335       -       -       335  

Changes in fair value of hedges, net of tax

    -       (184 )     -       (184 )

Other

    -       (1 )     1       -  

Balance at June 30, 2022

  $ 134,089     $ (462 )   $ 365,932     $ 499,559  

 

   

For the Six Months Ended June 30, 2022

 
           

Accumulated

                 
           

Other

                 
   

Common

   

Comprehensive

   

Retained

   

Total

 
   

Stock

   

Loss

   

Earnings

   

Equity

 

Balance at December 31, 2021

  $ 133,427     $ (1,996 )   $ 293,008     $ 424,439  

Net income

    -       -       74,926       74,926  

Payment of dividends

    -       -       (2,003 )     (2,003 )

Stock-based compensation

    662       -       -       662  

Changes in fair value of hedges, net of tax

    -       1,534       -       1,534  

Other

    -       -       1       1  

Balance at June 30, 2022

  $ 134,089     $ (462 )   $ 365,932     $ 499,559  

 

   

For the Three Months Ended June 30, 2021

 
           

Accumulated

                 
           

Other

                 
   

Common

   

Comprehensive

   

Retained

   

Total

 
   

Stock

   

Loss

   

Earnings

   

Equity

 

Balance at March 31, 2021

  $ 132,644     $ (3,499 )   $ 194,630     $ 323,775  

Net income

    -       -       29,649       29,649  

Payment of dividends

    -       -       (222 )     (222 )

Stock-based compensation

    272       -       -       272  

Changes in fair value of hedges, net of tax

    -       347       -       347  

Other

    -       (1 )     -       (1 )

Balance at June 30, 2021

  $ 132,916     $ (3,153 )   $ 224,057     $ 353,820  

 

   

For the Six Months Ended June 30, 2021

 
           

Accumulated

                 
           

Other

                 
   

Common

   

Comprehensive

   

Retained

   

Total

 
   

Stock

   

Loss

   

Earnings

   

Equity

 

Balance at December 31, 2020

  $ 132,382     $ (4,215 )   $ 172,843     $ 301,010  

Net income

    -       -       51,657       51,657  

Payment of dividends

    -       -       (443 )     (443 )

Stock-based compensation

    534       -       -       534  

Changes in fair value of hedges, net of tax

    -       1,063       -       1,063  

Other

    -       (1 )     -       (1 )

Balance at June 30, 2021

  $ 132,916     $ (3,153 )   $ 224,057     $ 353,820  

 

The accompanying notes are an integral part of these consolidated statements.

 

8

 

 

Olympic Steel, Inc.

Notes to Unaudited Consolidated Financial Statements

June 30, 2022

 

 

 

1.

Basis of Presentation:

 

The accompanying consolidated financial statements have been prepared from the financial records of Olympic Steel, Inc. and its wholly-owned subsidiaries (collectively, Olympic or the Company), without audit and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to fairly state the results of the interim periods covered by this report. Year-to-date results are not necessarily indicative of 2022 annual results and these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. All intercompany transactions and balances have been eliminated in consolidation.

 

The Company operates in three reportable segments; specialty metals flat products, carbon flat products, and tubular and pipe products. The specialty metals flat products segment and the carbon flat products segment are at times consolidated and referred to as the flat products segments. Some of the flat products segments’ assets and resources are shared by the specialty metals and carbon flat products segments, and both segments’ products are stored in the shared facilities and, in some locations, processed on shared equipment. As such, total assets and capital expenditures are reported in the aggregate for the flat products segments. Due to the shared assets and resources, certain of the flat products segment expenses are allocated between the specialty metals flat products segment and the carbon flat products segment based upon an established allocation methodology.

 

The primary focus of our specialty metals flat products segment is on the direct sale and distribution of processed stainless and aluminum flat-rolled sheet and coil products, flat bar products and fabricated parts. Through the acquisition of Shaw Stainless & Alloys, Inc. (Shaw) on October 1, 2021 and Action Stainless & Alloys, Inc. (Action Stainless) on December 14, 2020, our specialty metals flat products segment expanded its geographic footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tubing and pipe. Through the acquisition of Berlin Metals, LLC (Berlin Metals) on April 2, 2018, the specialty metals flat products segment expanded its product offerings to include differing types of stainless flat-rolled sheet and coil and prime tin mill products.

 

The primary focus of our carbon flat products segment is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products, and fabricated parts. We act as an intermediary between metals producers and manufacturers that require processed metal for their operations. We serve customers in most metals consuming industries, including manufacturers and fabricators of transportation and material handling equipment, construction and farm machinery, storage tanks, environmental and energy generation equipment, automobiles, military vehicles and equipment, as well as general and plate fabricators and metal service centers. We distribute these products primarily through a direct sales force. Combined, the carbon and specialty metals flat products segments have 34 strategically-located processing and distribution facilities in the United States and one in Monterrey, Mexico. Our geographic footprint allows us to focus on regional customers and larger national and multi-national accounts, primarily located throughout the midwestern, eastern and southern United States. On September 17, 2021, we sold substantially all of the assets related to our Detroit, Michigan operation to Venture Steel (U.S.). The Detroit operation was primarily focused on the distribution of carbon flat-rolled steel to domestic automotive manufacturers and their suppliers.

 

The tubular and pipe products segment consists of the Chicago Tube and Iron (CTI) business, acquired in 2011. Through our tubular and pipe products segment, we distribute metal tubing, pipe, bar, valves and fittings and fabricated pressure parts supplied to various industrial markets. Founded in 1914, CTI operates from seven locations in the Midwestern and southeastern United States. The tubular and pipe products segment distributes its products primarily through a direct sales force.

 

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including payroll expenses for certain personnel, expenses related to being a publicly traded entity such as board of directors’ expenses, audit expenses, and various other professional fees.

 

9

 

Impact of Recently Issued Accounting Pronouncements

 

In March 2020, the Financial Accounting Standards Board, (FASB), issued Accounting Standards Update, (ASU), No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The objective of this ASU is to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company is currently evaluating the impact of the adoptions of this ASU; however, the Company does not expect the adoption to have a material impact on the Company’s Consolidated Financial Statements.

 

 

2.

Revenue Recognition:

 

The Company provides metals processing, distribution and delivery of large volumes of processed carbon, coated flat-rolled sheet, coil and plate products, aluminum, and stainless flat-rolled products, prime tin mill products, flat bar products, metal tubing, pipe, bar, valves, fittings and fabricated parts. The Company's contracts with customers are comprised of purchase orders with standard terms and conditions. Occasionally the Company may also have longer-term agreements with customers. Substantially all of the contracts with customers require the delivery of metals, which represent single performance obligations that are satisfied at a point in time upon transfer of control of the product to the customer.

 

Transfer of control is assessed based on the use of the product distributed and rights to payment for performance under the contract terms. Transfer of control and revenue recognition for substantially all of the Company’s sales occur upon shipment or delivery of the product, which is when title, ownership and risk of loss pass to the customer and is based on the applicable shipping terms. The shipping terms depend on the customer contract. An invoice for payment is issued at time of shipment and terms are generally net 30 days. The Company has certain fabrication contracts in one business unit for which revenue is recognized over time as performance obligations are achieved. This fabrication business is not material to the Company's consolidated results.

 

Within the metals industry, revenue is frequently disaggregated by products sold. The table below disaggregates the Company’s revenues by segment and products sold.

 

    Disaggregated Revenue by Products Sold  
   

For the Three Months Ended June 30, 2022

 
   

Carbon flat

products

   

Specialty

metals flat

products

   

Tubular and

pipe products

   

Total

 

Hot Rolled

    30.2 %     -       -       30.2 %

Plate

    12.8 %     -       -       12.8 %

Cold Rolled

    5.0 %     -       -       5.0 %

Coated

    4.2 %     -       -       4.2 %

Specialty

    -       32.0 %     -       32.0 %

Tube

    -       -       15.7 %     15.7 %

Other

    0.1 %     -       -       0.1 %

Total

    52.3 %     32.0 %     15.7 %     100.0 %

 

   

Disaggregated Revenue by Products Sold 

 
   

For the Six Months Ended June 30, 2022

 
   

Carbon flat

products

   

Specialty

metals flat

products

   

Tubular and

pipe products

   

Total

 

Hot Rolled

    30.7 %     -       -       30.7 %

Plate

    13.0 %     -       -       13.0 %

Cold Rolled

    5.0 %     -       -       5.0 %

Coated

    4.6 %     -       -       4.6 %

Specialty

    -       30.3 %     -       30.3 %

Tube

    -       -       16.3 %     16.3 %

Other

    0.1 %     -       -       0.1 %

Total

    53.4 %     30.3 %     16.3 %     100.0 %

 

10

 
   

Disaggregated Revenue by Products Sold  

 
   

For the Three Months Ended June 30, 2021

 
   

Carbon flat

products

   

Specialty

metals flat

products

   

Tubular and

pipe products

   

Total

 

Hot Rolled

    29.6 %     -       -       29.6 %

Plate

    11.5 %     -       -       11.5 %

Cold Rolled

    7.1 %     -       -       7.1 %

Coated

    8.4 %     -       -       8.4 %

Specialty

    -       24.7 %     -       24.7 %

Tube

    -       -       16.6 %     16.6 %

Other

    2.0 %     0.1 %     -       2.1 %

Total

    58.6 %     24.8 %     16.6 %     100.0 %

 

   

Disaggregated Revenue by Products Sold

 
   

For the Six Months Ended June 30, 2021

 
   

Carbon flat

products

   

Specialty

metals flat

products

   

Tubular and

pipe products

   

Total

 

Hot Rolled

    28.9 %     -       -       28.9 %

Plate

    10.2 %     -       -       10.2 %

Cold Rolled

    6.7 %     -       -       6.7 %

Coated

    8.6 %     -       -       8.6 %

Specialty

    -       25.8 %     -       25.8 %

Tube

    -       -       18.0 %     18.0 %

Other

    1.7 %     0.1 %     -       1.8 %

Total

    56.1 %     25.9 %     18.0 %     100.0 %

 

 

 

3.

Accounts Receivable:

 

Accounts receivable are presented net of allowances for credit losses and unissued credits of $4.6 million and $4.4 million as of June 30, 2022 and December 31, 2021, respectively. The allowance for credit losses is maintained at a level considered appropriate based on historical experience, specific customer collection issues that have been identified, current market conditions and estimates for supportable forecasts when appropriate. Estimations are based upon a calculated percentage of accounts receivable, which remains fairly level from year to year, and judgments about the probable effects of economic conditions on certain customers, which can fluctuate significantly from year to year. The Company cannot guarantee that the rate of future credit losses will be similar to past experience. The Company considers all available information when assessing the adequacy of its allowance for credit losses and unissued credits.

 

 

 

4.

Inventories:

 

Inventories consisted of the following:

 

  

Inventory as of

 

(in thousands)

 

June 30, 2022

  

December 31, 2021

 

Unprocessed

 $407,121  $417,595 

Processed and finished

  104,014   67,434 

Totals

 $511,135  $485,029 

 

The Company values certain of its tubular and pipe products inventory at the last-in, first-out (LIFO) method. At June 30, 2022 and December 31, 2021, approximately $57.1 million, or 11.2% of consolidated inventory, and $55.4 million, or 11.4% of consolidated inventory, respectively, was reported under the LIFO method of accounting. The cost of the remainder of the tubular and pipe products inventory is determined using a weighted average rolling first-in, first-out (FIFO) method.

 

11

 

The Company did not record any LIFO expense or income for the three and six months ended June 30, 2022 as current inventory price and volume projections anticipate no material change to the LIFO reserve by December 31, 2022. During the three and six months ended June 30, 2021, the Company recorded $4.0 million and $5.0 million of LIFO expense, respectively.

 

If the FIFO method had been in use, inventories would have been $19.7 million higher than reported at June 30, 2022 and December 31, 2021.

 

 

 

5.

Goodwill and Intangible Assets:

 

The Company’s intangible assets were recorded in connection with its acquisitions that occurred between 2011 and 2021. The intangible assets were evaluated on the premise of highest and best use to a market participant, primarily utilizing the income approach valuation methodology. The useful life of the customer relationships was determined to be between 10 and 15 years, based primarily on the consistent and predictable revenue source associated with the existing customer base, the present value of which extends through the 10- and 15-year amortization periods. The useful life of the non-compete agreements was determined to be the length of the non-compete agreements, which range from one to five years. The useful life of the trade names was determined to be indefinite primarily due to their history and reputation in the marketplace, the Company’s expectation that the trade names will continue to be used and the conclusion that there are currently no other factors identified that would limit their useful life. The Company will continue to evaluate the useful life assigned to its amortizable customer relationships and noncompete agreements in future periods.

 

Goodwill, by reportable unit, was as follows as of June 30, 2022 and December 31, 2021, respectively. The goodwill is deductible for tax purposes.

 

(in thousands)

 

Specialty Metals

Flat Products

  

Carbon Flat

Products

  

Tubular and Pipe Products

  

Total

 

Balance as of December 31, 2021

 $9,431  $1,065  $-  $10,496 

Acquisitions

  -   -   -   - 

Impairments

  -   -   -   - 

Balance as of June 30, 2022

 $9,431  $1,065  $-  $10,496 

 

Intangible assets consisted of the following as of June 30, 2022 and December 31, 2021, respectively:

 

  

As of June 30, 2022

 

(in thousands)

 

Gross Carrying

Amount

  

Accumulated Amortization

  

Intangible Assets,

Net

 

Customer relationships - subject to amortization

 $22,559  $(11,326) $11,233 

Covenant not to compete - subject to amortization

  509   (266)  243 

Trade name - not subject to amortization

  21,368   -   21,368 
  $44,436  $(11,592) $32,844 

 

  

As of December 31, 2021

 

(in thousands)

 

Gross Carrying

Amount

  

Accumulated Amortization

  

Intangible Assets,

Net

 

Customer relationships - subject to amortization

 $22,559  $(10,552) $12,007 

Covenant not to compete - subject to amortization

  509   (231)  278 

Trade name - not subject to amortization

  21,368   -   21,368 
  $44,436  $(10,783) $33,653 

 

The Company estimates that amortization expense for its intangible assets subject to amortization will be approximately $1.6 million per year for the next three years, $1.2 million the following year and then $0.7 million for the next year after.

 

12

 

 

 

6.

 Leases:

 

The components of lease expense were as follows:

 

  

For the Three Months

Ended June 30,

  

For the Six Months

Ended June 30,

 

(in thousands)

 

2022

  

2021

  

2022

  

2021

 

Operating lease cost

 $1,801  $1,741  $3,586  $3,415 
                 

Finance lease cost:

                

Amortization of right-of-use assets

 $186  $212  $370  $424 

Interest on lease liabilities

  13   26   28   53 

Total finance lease cost

 $199  $238  $398  $477 

 

Supplemental cash flow information related to leases was as follows:

 

  

For the Three Months

Ended June 30,

  

For the Six Months

Ended June 30,

 

(in thousands)

 

2022

  

2021

  

2022

  

2021

 

Cash paid for lease liabilities:

                

Operating cash flows from operating leases

 $1,719  $1,711  $3,470  $3,356 

Operating cash flows from finance leases

  13   26   28   53 

Financing cash flows from finance leases

  184   203   366   405 

Total cash paid for lease liabilities

 $1,916  $1,940  $3,864  $3,814 

 

13

 

Supplemental balance sheet information related to leases was as follows:

 

  

June 30,

  

December 31,

 

(in thousands)

 

2022

  

2021

 
         

Operating Leases

        

Operating lease

 $42,944  $42,023 

Operating lease accumulated amortization

  (15,437)  (14,297)

Operating lease right-of-use asset, net

  27,507   27,726 
         

Operating lease current liabilities

  6,127   5,940 

Operating lease liabilities

  21,849   22,137 

Total operating lease liabilities

 $27,976  $28,077 
         

Finance Leases

        

Finance lease

 $2,803  $2,710 

Finance lease accumulated depreciation

  (1,378)  (965)

Finance lease, net

  1,425   1,745 
         

Finance lease current liabilities

  534   661 

Finance lease liabilities

  923   1,115 

Total finance lease liabilities

 $1,457  $1,776 
         

Weighted Average Remaining Lease Term

        

Operating leases (in years)

  6   6 

Finance leases (in years)

  3   4 
         

Weighted Average Discount Rate

        

Operating leases

  3.35%  3.44%

Finance leases

  3.49%  3.42%

 

Maturities of lease liabilities were as follows:

 

  

Operating

  

Finance

 

(in thousands)

 

Leases

  

Leases

 
         

Year Ending December 31,

        

2022

 $3,632  $334 

2023

  6,363   454 

2024

  5,614   363 

2025

  4,397   196 

2026

  3,500   154 

Thereafter

  7,473   43 

Total future minimum lease payments

 $30,979  $1,544 

Less remaining imputed interest

  (3,003)  (87)

Total

 $27,976  $1,457 

 

14

 
 

 

 

7.

 Debt:

 

The Company’s debt is comprised of the following components:

 

  

As of

 
  

June 30,

  

December 31,

 

(in thousands)

 

2022

  

2021

 

Asset-based revolving credit facility due June 16, 2026

  287,880   327,764 

Total debt

 $287,880  $327,764 

 

 

The Company’s asset-based credit facility (the ABL Credit Facility) is collateralized by the Company’s accounts receivable, inventory and personal property. The $475 million ABL Credit Facility consists of: (i) a revolving credit facility of up to $445 million, including a $20 million sub-limit for letters of credit, and (ii) a first in, last out revolving credit facility of up to $30 million. Under the terms of the ABL Credit Facility, the Company may, subject to the satisfaction of certain conditions, request additional commitments under the revolving credit facility in the aggregate principal amount of up to $200 million to the extent that existing or new lenders agree to provide such additional commitments, and add real estate as collateral at the Company’s discretion. The ABL Facility matures on June 16, 2026.

 

The ABL Credit Facility contains customary representations and warranties and certain covenants that limit the ability of the Company to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to the Company; (vi) incur liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; and (viii) engage in transactions with affiliates. In addition, the ABL Credit Facility contains a financial covenant which requires if any commitments or obligations are outstanding and the Company’s availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($47.5 million at June 30, 2022) or 10.0% of the aggregate borrowing base ($47.5 million at June 30, 2022), then the Company must maintain a ratio of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00 for the most recent twelve fiscal month period.

 

The Company has the option to borrow under its revolver based on the agent’s base rate plus a premium ranging from 0.00% to 0.25% or the London Interbank Offered Rate (LIBOR) plus a premium ranging from 1.25% to 2.75%.

 

On January 10, 2019, the Company entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%. Although the Company is exposed to credit loss in the event of nonperformance by the other party to the interest rate hedge agreement, the Company anticipates performance by the counterparty.

 

As of June 30, 2022, the Company was in compliance with its covenants and had approximately $183 million of availability under the ABL Credit Facility.

 

As of June 30, 2022, and December 31, 2021, $1.4 million and $1.6 million, respectively, of bank financing fees were included in “Prepaid expenses and other” and “Other long-term assets” on the accompanying Consolidated Balance Sheets. The financing fees are being amortized over the five-year term of the ABL Credit Facility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive Income.

 

 

8.

Derivative Instruments:

 

Metals swaps and embedded customer derivatives

 

During the first six months of 2022 and 2021, the Company entered into nickel swaps indexed to the London Metal Exchange (LME) price of nickel with third-party brokers. The nickel swaps are accounted for as derivatives for accounting purposes. The Company entered into them to mitigate its customers’ risk of volatility in the price of metals. The outstanding nickel swaps mature in 2022. The swaps are settled with the brokers at maturity. The economic benefit or loss arising from the changes in fair value of the swaps is contractually passed through to the customer. The primary risk associated with the metals swaps is the ability of customers or third-party brokers to honor their agreements with the Company related to derivative instruments. If the customer or third-party brokers are unable to honor their agreements, the Company’s risk of loss is the fair value of the metals swaps.

 

15

 

These derivatives have not been designated as hedging instruments. The periodic changes in fair value of the metals and embedded customer derivative instruments are included in “Cost of materials sold” in the Consolidated Statements of Comprehensive Income. The Company recognizes derivative positions with both the customer and the third party for the derivatives and classifies cash settlement amounts associated with them as part of “Cost of materials sold” in the Consolidated Statements of Comprehensive Income. The cumulative change in fair value of the metals swaps that had not yet settled as of June 30, 2022 are included in “Other Accrued Liabilities”, and the embedded customer derivatives are included in “Accounts Receivable, net” on the Consolidated Balance Sheets as of June 30, 2022.

 

Fixed rate interest rate hedge

 

On January 10, 2019, the Company entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%. The interest rate hedge is included in “Other long-term liabilities” on the Consolidated Balance Sheets as of June 30, 2022. Although the Company is exposed to credit loss in the event of nonperformance by the other party to the interest rate hedge agreement, the Company anticipates performance by the counterparty.

 

The table below shows the total impact to the Company’s Consolidated Statements of Comprehensive Income through net income of the derivatives for the three and six months ended June 30, 2022 and 2021, respectively.

 

  

Net Gain (Loss) Recognized

 
  

For the Three Months

Ended June 30,

  

For the Six Months

Ended June 30,

 

(in thousands)

 

2022

  

2021

  

2022

  

2021

 

Fixed interest rate hedge

 $(344) $(468) $(794) $(931)

Metals swaps

  (1,445)  245   718   228 

Embedded customer derivatives

  1,445   (245)  (718)  (228)

Total loss

 $(344) $(468) $(794) $(931)

 

 

 

9.

Fair Value of Assets and Liabilities:

 

During the six months ended June 30, 2022, there were no transfers of financial assets between Levels 1, 2 or 3 fair value measurements. There have been no changes in the methodologies used at June 30, 2022 since December 31, 2021.

 

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company:

 

   

Value of Items Recorded at Fair Value

 
   

As of June 30, 2022

 

(in thousands)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Metal Swaps

  $ -     $ 3,444     $ -     $ 3,444  

Total assets at fair value

  $ -     $ 3,444     $ -     $ 3,444  
                                 

Liabilities:

                               

Embedded customer derivative

  $ -     $ 3,996     $ -     $ 3,996  

Fixed interest rate hedge

          616             616  

Total liabilities recorded at fair value

  $ -     $ 4,612     $ -     $ 4,612  

 

16

 
   

Value of Items Recorded at Fair Value

 
   

As of December 31, 2021

 

(in thousands)

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Metal swaps

  $ -     $ 2,286     $ -     $ 2,286  

Total assets at fair value

  $ -     $ 2,286     $ -     $ 2,286  
                                 

Liabilities:

                               

Embedded customer derivatives

  $ -     $ 2,178     $ -     $ 2,178  

Fixed interest rate hedge

    -       2,661       -       2,661  

Total liabilities recorded at fair value

  $ -     $ 4,839     $ -     $ 4,839  

 

 

 

The value of the items not recorded at fair value represent the carrying value of the liabilities.

 

The carrying value of the ABL Credit Facility was $287.9 million and $327.8 million at June 30, 2022 and December 31, 2021, respectively. As the ABL Credit Facility was amended on June 16, 2021, management believes that its carrying value approximates fair value.

 

 

10.

Accumulated Other Comprehensive Loss:

 

On January 10, 2019, the Company entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%. The fair value of the interest rate hedge of $0.6 million, net of tax of $0.2 million is included in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets at June 30, 2022. The fair value of the interest rate hedge was $2.7 million, net of tax of $0.7 million at December 31, 2021.

 

 

11.

Equity Plans:

 

Restricted Stock Units and Performance Share Units

 

Pursuant to the Amended and Restated Olympic Steel 2007 Omnibus Incentive Plan (the Incentive Plan), the Company may grant stock options, stock appreciation rights, restricted shares, restricted share units (RSUs), performance shares, and other stock- and cash-based awards to employees and directors of, and consultants to, the Company and its affiliates. Since adoption of the Incentive Plan, 1,400,000 shares of common stock have been authorized for equity grants.

 

On an annual basis, the compensation committee of the Company’s Board of Directors awards RSUs to each non-employee director as part of their annual compensation. The annual awards for 2022 and 2021 per director were $80,000. Subject to the terms of the Incentive Plan and the RSU agreement, the RSUs vest after one year of service (from the date of grant). The RSUs are not converted into shares of common stock until the director either resigns or is terminated from the board of directors.

 

Prior to 2021, under the Incentive Plan, each eligible participant was awarded RSUs with a dollar value equal to 10% of the participant’s base salary, up to an annual maximum of $17,500. The RSUs have a five-year vesting period and the RSUs convert into the right to receive shares of common stock upon a participant’s retirement, or earlier upon the participant’s death or disability or upon a change in control of the Company. Due to the COVID-19 pandemic, no RSU awards were granted in 2021.

 

In January 2022, the Company adopted a new C-Suite Long-Term Incentive Plan (the C-Suite Plan) that operates under the Senior Manager Stock Incentive Plan. Under the C-Suite Plan, the Chief Executive Officer, the Chief Financial Officer and the President and Chief Operating Officer are eligible for participation. In each calendar year, eligible participants may be awarded a long-term incentive of both an RSU grant and a performance stock unit (PSU) grant. The total long-term award target is $1.1 million for the Chief Executive Officer, $0.3 million for the Chief Financial Officer and $0.6 million for the President and Chief Operating Officer. The PSUs will vest if the return on net assets, calculated as EBITDA divided by Average Accounts Receivable, Inventory and Property and Equipment, exceeds 5%. Each RSU and service-based cash incentive vests three years after the grant date. Each vested RSU will convert into the right to receive one share of common stock. During the first quarter of 2022, 20,000 RSUs and 20,000 PSUs were granted to the participants under the C-Suite Plan.

 

17

 

Stock-based compensation expense recognized on RSUs for the three and six months ended June 30, 2022 and 2021, respectively, is summarized in the following table:

 

  

For the Three Months Ended

  

For the Six Months Ended

 
  

June 30,

  

June 30,

 

(in thousands, except per share data)

 

2022

  

2021

  

2022

  

2021

 

RSU expense before taxes

 $335  $258  $662  $520 

RSU expense after taxes

 $244  $189  $483  $382 

 

All pre-tax charges related to RSUs were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income.

 

The following table summarizes the activity related to RSUs for the six months ended June 30, 2022 and 2021, respectively:

 

  

As of June 30, 2022

  

As of June 30, 2021

 
  

Number of

  

Weighted Average

  

Number of

  

Weighted Average

 
  

Shares

  

Granted Price

  

Shares

  

Granted Price

 

Outstanding at December 31

  576,867  $18.40   610,540  $18.25 

Granted

  35,558   26.72   20,604   23.29 

Converted into shares

  (3,580)  18.84   (2,422)  17.09 

Forfeited

  (3,351)  18.14   (5,086)  17.55 

Outstanding at June 30

  605,494  $18.89   623,636  $18.43 

Vested at June 30

  409,710  $20.17   414,090  $18.76 

 

 

 

12.

Income Taxes:

 

For the three months ended June 30, 2022, the Company recorded an income tax provision of $14.0 million, or 27.1%, compared to an income tax provision of $10.8 million, or 26.6%, for the three months ended June 30, 2021. For the six months ended June 30, 2022, the Company recorded an income tax provision of $27.8 million, or 27.0%, compared to an income tax provision of $18.7 million, or 26.6%, for the six months ended June 30, 2021.

 

The tax provision for the interim period is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment.

 

The quarterly tax provision and the quarterly estimate of the annual effective tax rate is subject to significant volatility due to several factors, including variability in accurately predicting the Company’s pre-tax and taxable income and the mix of jurisdictions to which they relate, changes in law and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, the effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of discrete items and non-deductible expenses on the effective tax rate is greater when the pre-tax income is lower.

 

18
 

 

 

13.

 Shares Outstanding and Earnings Per Share:

 

Earnings per share have been calculated based on the weighted average number of shares outstanding as set forth below:

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 

(in thousands, except per share data)

 

2022

   

2021

   

2022

   

2021

 

Weighted average basic shares outstanding

    11,538       11,492       11,536       11,491  

Assumed exercise of stock options and issuance of stock awards

    7       12       4       10  

Weighted average diluted shares outstanding

    11,545       11,504       11,540       11,501  

Net income (loss)

  $ 37,624     $ 29,649     $ 74,926     $ 51,657  

Basic earnings per share

  $ 3.26     $ 2.58     $ 6.49     $ 4.50  

Diluted earnings per share

  $ 3.26     $ 2.58     $ 6.49     $ 4.49  

Unvested RSUs

    196       210       196       210  

 

 

 

14.

  Stock Repurchase Program:

 

On October 2, 2015, the Company announced that its Board of Directors authorized a stock repurchase program of up to 550,000 shares of the Company’s issued and outstanding common stock, which could include open market repurchases, negotiated block transactions, accelerated stock repurchases or open market solicitations for shares, all or some of which may be effected through Rule 10b5-1 plans. Any of the repurchased shares are held in the Company’s treasury, or canceled and retired as the Board may determine from time to time. Any repurchases of common stock are subject to the covenants contained in the ABL Credit Facility. Under the ABL Credit Facility, the Company may repurchase common stock and pay dividends up to $5.0 million in the aggregate during any trailing twelve months without restrictions. Purchases of common stock or dividend payments in excess of $5.0 million in the aggregate require the Company to (i) maintain availability in excess of 20.0% of the aggregate revolver commitments ($95.0 million at June 30, 2022) or (ii) to maintain availability equal to or greater than 15.0% of the aggregate revolver commitments ($71.3 million at June 30, 2022) and the Company must maintain a pro-forma ratio of EBITDA minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00.

 

There were no shares repurchased during the three and six months ended June 30, 2022 or June 30, 2021. As of June 30, 2022, 360,212 shares remain authorized for repurchase under the program.

 

On September 3, 2021, the Company commenced an at-the market (ATM) equity program under its shelf registration statement, which allows it to sell and issue up to $50 million in shares of its common stock from time to time. The Company entered into an Equity Distribution Agreement on September 3, 2021 with KeyBanc Capital Markets Inc. (KeyBanc) relating to the issuance and sale of shares of common stock pursuant to the program. KeyBanc is not required to sell any specific amount of securities but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutual agreed terms between KeyBanc and the Company. KeyBanc will be entitled to compensation for shares sold pursuant to the program of 2.0% of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. No shares were sold under the ATM program during the three and six months ended June 30, 2022.

 

 

15.

  Segment Information:

 

The Company follows the accounting guidance that requires the utilization of a “management approach” to define and report the financial results of operating segments. The management approach defines operating segments along the lines used by the Company’s chief operating decision maker (CODM) to assess performance and make operating and resource allocation decisions. The CODM evaluates performance and allocates resources based primarily on operating income (loss). The operating segments are based primarily on internal management reporting.

 

The Company operates in three reportable segments; specialty metals flat products, carbon flat products, and tubular and pipe products. The specialty metals flat products segment and the carbon flat products segment are at times consolidated and referred to as the flat products segments, as certain of the flat products segments’ assets and resources are shared by the specialty metals and carbon flat products segments and both segments’ products are stored in the shared facilities and, in some locations, processed on shared equipment.

 

19

 

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including compensation for certain personnel, expenses related to being a publicly traded entity such as board of directors’ expenses, audit expenses and various other professional fees.

 

The following table provides financial information by segment and reconciles the Company’s operating income by segment to the consolidated income before income taxes for the three and six months ended June 30, 2022 and 2021, respectively.

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

June 30,

   

June 30,

 

(in thousands)

 

2022

   

2021

   

2022

   

2021

 

Net sales

                               

Specialty metals flat products

  $ 226,964     $ 138,035     $ 426,443     $ 264,354  

Carbon flat products

    370,665       325,511       750,214       571,884  

Tubular and pipe products

    111,547       92,531       228,852       182,963  

Total net sales

  $ 709,176     $ 556,077     $ 1,405,509     $ 1,019,201  
                                 

Depreciation and amortization

                               

Specialty metals flat products

  $ 1,008     $ 901     $ 2,013     $ 1,804  

Carbon flat products

    2,698       2,949       5,372       5,872  

Tubular and pipe products

    1,222       1,404       2,508       2,796  

Corporate

    18       18       35       36  

Total depreciation and amortization

  $ 4,946     $ 5,272     $ 9,928     $ 10,508  
                                 

Operating income

                               

Specialty metals flat products

  $ 36,473     $ 13,702     $ 70,557     $ 21,724  

Carbon flat products

    15,618       30,434       25,493       51,633  

Tubular and pipe products

    7,300       3,039       21,882       9,359  

Corporate expenses

    (5,526 )     (4,738 )     (10,945 )     (8,690 )

Total operating income

  $ 53,865     $ 42,437     $ 106,987     $ 74,026  

Other income (loss), net

    (15 )     1       (21 )     (9 )

Income before interest and income taxes

    53,850       42,438       106,966       74,017  

Interest and other expense on debt

    2,271       2,017       4,269       3,671  

Income before income taxes

  $ 51,579     $ 40,421     $ 102,697     $ 70,346  

 

 

   

For the Six Months Ended

 
   

June 30,

 

(in thousands)

 

2022

   

2021

 

Capital expenditures

               

Flat products segments

  $ 8,236     $ 3,496  

Tubular and pipe products

    1,786       1,083  

Corporate

    -       -  

Total capital expenditures

  $ 10,022     $ 4,579  

 

   

As of

 
   

June 30,

   

December 31,

 

(in thouands)

 

2022

   

2021

 

Assets

               

Flat products segments

  $ 828,286     $ 777,074  

Tubular and pipe products

    257,402       245,962  

Corporate

    428       536  

Total assets

  $ 1,086,116     $ 1,023,572  

 

There were no material revenue transactions between the specialty metals products, carbon flat products and tubular and pipe products segments.

 

The Company sells certain products internationally, primarily in Canada and Mexico. International sales are immaterial to the consolidated financial results and to the individual segments’ results.

 

20

 
 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and accompanying notes contained herein and our consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2021. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under Item 1A (Risk Factors) in our Annual Report on Form 10-K for the year ended December 31, 2021, and in Part II, Item 1A (Risk Factors) in this Quarterly Report on Form 10-Q. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appear elsewhere in this Quarterly Report on Form 10-Q.

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q and other documents we file with the Securities and Exchange Commission, or SEC, contain various forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, business, our beliefs and management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, conferences, webcasts, phone calls and conference calls. Words 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, are intended to identify forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those implied by such statements including, but not limited to:

 

 

risks of falling metals prices and inventory devaluation;

 

supply disruptions and inflationary pressures, including the availability and rising costs of transportation and logistical services and labor;

 

risks associated with supply chain disruption resulting from the imbalance of metal supply and end-user demands related to the novel coronavirus, or COVID-19, including additional shutdowns in large markets, such as China, and other factors;

 

risks associated with shortages of skilled labor, increased labor costs and our ability to attract and retain qualified personnel;

 

risks associated with the invasion of Ukraine, including economic sanctions, or additional war or military conflict, could adversely affect global metals supply and pricing;

 

rising interest rates and their impacts on our variable interest rate debt;

 

risks associated with the COVID-19 pandemic, 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, 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, negative impacts on our liquidity position, inability to access our traditional financing sources on the same or reasonably similar terms as were available before the COVID-19 pandemic 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;

  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 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;

 

general and global business, economic, financial and political conditions, including, but not limited to, recessionary conditions and legislation passed under the current administration;

 

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;

 

supplier consolidation or addition of additional capacity;

 

customer, supplier and competitor consolidation, bankruptcy or insolvency;

 

reduced production schedules, layoffs or work stoppages by our own, our suppliers’ or customers’ personnel;

 

21

 

 

cyclicality and volatility within the metals industry;

 

the adequacy of our efforts to mitigate cyber security risks and threats, especially with employees working remotely due to the COVID-19 pandemic;

 

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;

 

our ability to sell shares of our common stock under the at-the-market equity program;

 

the adequacy of our existing information technology and business system software, including duplication and security processes;  

 

the amounts, successes and our ability to continue our capital investments and strategic growth initiatives, including acquisitions and our business information system implementations;

 

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;

 

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;

 

the timing and outcomes of inventory lower of cost or net realizable value adjustments and last-in, first-out, or LIFO, income or expense;

 

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; 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.

 

Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected or planned. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to republish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof, except as otherwise required by law.

 

 

Overview

 

We are a leading metals service center that operates in three reportable segments; specialty metals flat products, carbon flat products, and tubular and pipe products. We provide metals processing and distribution services for a wide range of customers. Our specialty metals flat products segment’s focus is on the direct sale and distribution of processed aluminum and stainless flat-rolled sheet and coil products, flat bar products, prime tin mill products and fabricated parts. Through the acquisition of Shaw Stainless & Alloy, or Shaw, on October 1, 2021, and Action Stainless & Alloys, Inc., or Action Stainless, on December 14, 2020, our specialty metals flat products segment expanded its geographic footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tubing and pipe. Shaw also manufactures and distributes stainless steel bollards and water treatment systems. Action Stainless offers a range of processing, including plasma, laser and waterjet cutting and computer numerical control, or CNC, machining. Our carbon flat products segment’s focus is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products and fabricated parts. In addition, our carbon flat products segment’s product offerings include self-dumping metal hoppers and carbon and stainless-steel dump inserts for pickup truck and service truck beds. On September 17, 2021, the Company sold substantially all of the assets related to its Detroit operation. The Detroit operation was primarily focused on the distribution of carbon flat-rolled steel to domestic automotive manufacturers and their suppliers and primarily included in the carbon flat products segment. In addition, we distribute metal tubing, pipe, bar, valves and fittings and fabricate pressure parts supplied to various industrial markets through our tubular and pipe products segment. Products that require more value-added processing generally have a higher gross profit. Accordingly, our overall gross profit is affected by, among other things, product mix, the amount of processing performed, the demand for and availability of metals, and volatility in selling prices and material purchase costs. We also perform toll processing of customer-owned metals. We sell certain products internationally, primarily in Canada and Mexico. International sales are immaterial to our consolidated financial results and to the individual segments’ results.

 

22

 

Our results of operations are affected by numerous external factors, including, but not limited to: general and global business, economic, financial, banking and political conditions; fluctuations in the value of the U.S. dollar to foreign currencies, competition; metals pricing, demand and availability; transportation and energy costs; pricing and availability of raw materials used in the production of metals; global supply, the level of metals imported into the United States, tariffs, and inventory held in the supply chain; the availability and increased costs of labor; customers’ ability to manage their credit line availability; and layoffs or work stoppages by our own, our suppliers’ or our customers’ personnel. The metals industry also continues to be affected by the global consolidation of our suppliers, competitors and end-use customers.

 

Like other metals service centers, we maintain substantial inventories of metals to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon customer forecasts, historic buying practices, supply agreements with customers and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. From time to time, we have entered into nickel swaps at the request of our customers in order to mitigate our customers’ risk of volatility in the price of metals. We have no long-term, fixed-price metals purchase contracts. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and earnings as we use existing metals inventory. When metals prices increase, competitive conditions will influence how much of the price increase we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the net sales and gross profits of our business could be adversely affected.

 

At June 30, 2022, we employed approximately 1,644 people. Approximately 170 of the hourly plant personnel at the facilities listed below are represented by seven separate collective bargaining units. The table below shows the expiration dates of the collective bargaining agreements.

 

Facility

Expiration date

Hammond, Indiana

November 30, 2024

Locust, North Carolina

March 4, 2025

St. Paul, Minnesota

May 25, 2025

Romeoville, Illinois

May 31, 2025

Minneapolis (coil), Minnesota

September 30, 2025

Indianapolis, Indiana

January 29, 2026

Minneapolis (plate), Minnesota

March 31, 2027

 

 

 

We have never experienced a work stoppage and we believe that our relationship with employees is good. However, any prolonged work stoppages by our personnel represented by collective bargaining units could have a material adverse impact on our business, financial condition, results of operations and cash flows.

 

 

Reportable Segments

 

We operate in three reportable segments; specialty metals flat products, carbon flat products, and tubular and pipe products. The specialty metals flat products segment and the carbon flat products segment are at times consolidated and referred to as the flat products segment. Some of the flat products segments’ assets and resources are shared by the specialty metals and carbon segments and both segments’ products are stored in the shared facilities and, in some locations, processed on shared equipment. As such, total assets and capital expenditures are reported in the aggregate for the flat products segments. Due to the shared assets and resources, certain of the flat products segment expenses are allocated between the specialty metals flat products segment and the carbon flat products segment based upon an established allocation methodology.

 

23

 

We follow the accounting guidance that requires the utilization of a “management approach” to define and report the financial results of operating segments. The management approach defines operating segments along the lines used by the chief operating decision maker, or CODM, to assess performance and make operating and resource allocation decisions. Our CODM evaluates performance and allocates resources based primarily on operating income. Our operating segments are based primarily on internal management reporting.

 

Due to the nature of the products sold in each segment, there are significant differences in the segments’ average selling price and the cost of materials sold. Due to the nature of the tubular and pipe products, we do not report tons sold or per ton information. Gross profit per ton is generally higher in the specialty metals flat products segment than the carbon flat products segment. Gross profit as a percentage of net sales is generally highest in the tubular and pipe products segment, followed by the carbon and specialty metals flat products segments. Due to the differences in average selling prices, gross profit and gross profit percentage among the segments, a change in the mix of sales could impact total net sales, gross profit and gross profit percentage. In addition, certain inventory in the tubular and pipe products segment is valued under the LIFO method. Adjustments to the LIFO inventory value are recorded to cost of materials sold and may impact the gross margin and gross margin percentage at the consolidated Company and tubular and pipe products segment levels.

 

Specialty metals flat products

 

The primary focus of our specialty metals flat products segment is on the direct sale and distribution of processed stainless and aluminum flat-rolled sheet and coil products, flat bar products and fabricated parts. Through the acquisition of Shaw on October 1, 2021, and Action Stainless on December 14, 2020, our specialty metals flat products segment expanded its geographic footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tubing and pipe. Through the acquisition of Berlin Metals, LLC, or Berlin Metals, on April 2, 2018, our specialty metals flat products segment expanded its product offerings to include differing types of stainless flat-rolled sheet and coil and prime tin mill products. We act as an intermediary between metals producers and manufacturers that require processed metals for their operations. We serve customers in various industries, including manufacturers of food service and commercial appliances, agriculture equipment, transportation and automotive equipment. We distribute these products primarily through a direct sales force.

 

Carbon flat products

 

The primary focus of our carbon flat products segment is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products and fabricated parts. We act as an intermediary between metals producers and manufacturers that require processed metals for their operations. We serve customers in most metals consuming industries, including manufacturers and fabricators of transportation and material handling equipment, construction and farm machinery, storage tanks, environmental and energy generation equipment, automobiles, military vehicles and equipment, as well as general and plate fabricators and metals service centers. We distribute these products primarily through a direct sales force.

 

Combined, the carbon and specialty metals flat products segments have 34 strategically located processing and distribution facilities in the United States and one in Monterrey, Mexico. Many of our facilities service both the carbon and the specialty metals flat products segments, and certain assets and resources are shared by the segments. Our geographic footprint allows us to focus on regional customers and larger national and multi-national accounts, primarily located throughout the midwestern, eastern and southern United States.

 

Tubular and pipe products

 

The tubular and pipe products segment consists of the Chicago Tube and Iron, or CTI business, acquired in 2011. Through our tubular and pipe products segment, we distribute metal tubing, pipe, bar, valve and fittings and fabricate pressure parts supplied to various industrial markets. Founded in 1914, CTI operates from seven locations in the Midwestern and southeastern United States. The tubular and pipe products segment distributes its products primarily through a direct sales force.

 

Corporate expenses

 

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including compensation for certain personnel, expenses related to being a publicly traded entity such as board of directors’ expenses, audit expenses and various other professional fees.

 

24

 

Results of Operations

 

Our results of operations are impacted by the market price of metals. Metals prices fluctuate significantly and changes to our net sales, cost of materials sold, gross profit, cost of inventory and profitability, are all impacted by industry metals pricing. Index pricing on carbon steel decreased during the second quarter of 2022 by $347 per ton, or 25.2%, and decreased during the first six months of 2022 by $504 per ton, or 32.8%. Despite the decrease in index pricing during 2022, our average selling prices and average cost of materials sold were higher during the second quarter and first six months of 2022 than during the same periods of 2021. Metals prices in our specialty metals products segment increased during 2022 compared to 2021 due to the unprecedented increase in metal surcharges experienced during the second quarter of 2022. Stainless surcharges increased during the second quarter of 2022 by 32.2% and increased during the first six month of 2022 by 48.9%. Metals pricing for the tubular and pipe products segment have a tendency to lag behind the carbon flat products segment by several months.

 

Transactional or “spot” selling prices generally move in tandem with market price changes, while fixed selling prices typically lag and reset quarterly. Similarly, inventory costs (and, therefore, cost of materials sold) tend to move slower than market selling price changes due to mill lead times and inventory turnover impacting the rate of change in average cost. When average selling prices increase, and net sales increase, gross profit and operating expenses as a percentage of net sales will generally decrease.

 

Consolidated Operations

 

The following table presents consolidated operating results for the periods indicated (dollars are shown in thousands):

 

   

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2022

   

2021

   

2022

   

2021

 
      $    

% of net

sales

      $    

% of net

sales

      $    

% of net

sales

      $    

% of net

sales

 

Net sales

  $ 709,176       100.0     $ 556,077       100.0     $ 1,405,509       100.0     $ 1,019,201       100.0  

Cost of materials sold (a)

    560,546       79.0       428,704       77.1       1,115,653       79.4       783,368       76.9  

Gross profit (b)

    148,630       21.0       127,373       22.9       289,856       20.6       235,833       23.1  

Operating expenses (c)

    94,765       13.4       84,936       15.3       182,869       13.0       161,807       15.8  

Operating income

    53,865       7.6       42,437       7.6       106,987       7.6       74,026       7.3  

Other income (loss), net

    (15 )     (0.0 )     1       (0.0 )     (21 )     (0.0 )     (9 )     (0.0 )

Interest and other expense on debt

    2,271       0.3       2,017       0.4       4,269       0.3       3,671       0.4  

Income before income taxes

    51,579       7.3       40,421       7.2       102,697       7.3       70,346       6.9  

Income taxes

    13,955       2.0       10,772       1.9       27,771       2.0       18,689       1.8  

Net income

  $ 37,624       5.3     $ 29,649       5.3     $ 74,926       5.3     $ 51,657       5.1  

 

(a) Includes $4,000 and $5,000 of LIFO expense for the three and six months ended June 30, 2021, respectively.  

(b) Gross profit is calculated as net sales less the cost of materials sold.

(c) Operating expenses are calculated as total costs and expenses less the cost of materials sold.  

 

Net sales increased 27.5% to $709.2 million in the second quarter of 2022 from $556.1 million in the second quarter of 2021. Specialty metals flat products net sales were 32.0% of total net sales in the second quarter of 2022 compared to 24.8% of total net sales in the second quarter of 2021. Carbon flat products net sales were 52.3% of total net sales in the second quarter of 2022 compared to 58.5% of total net sales in the second quarter of 2021. Tubular and pipe products net sales were 15.7% of total net sales in the second quarter of 2022 compared to 16.6% of total net sales in the second quarter of 2021. The increase in net sales was due to a consolidated 45.0% increase in average selling prices during the second quarter of 2022 compared to the second quarter of 2021, partially offset by a 12.1% consolidated decrease in volume. During the second quarter and first six months of 2022, our sales volumes were negatively impacted by the sale of our Detroit operations on September 17, 2021. We expect metals prices to decrease during the third quarter of 2022 compared to the second quarter of 2022.

 

Net sales increased 37.9% to $1.4 billion in the first six months of 2022 from $1.0 billion in the first six months of 2021. Specialty metals flat products net sales were 30.3% of total net sales in the first six months of 2022 compared to 25.9% of total net sales in the first six months of 2021. Carbon flat products net sales were 53.4% of total net sales in the first six months of 2022 compared to 56.1% of total net sales in the first six months of 2021. Tubular and pipe products net sales were 16.3% of total net sales in the first six months of 2022 compared to 18.0% of total net sales in the first six months of 2021. The increase in net sales was due to a consolidated 59.3% increase in average selling prices during the first six months of 2022 compared to the first six months of 2021, partially offset by a 13.4% consolidated decrease in volume. The decrease in tons sold is primarily due to the sale of our Detroit operations on September 17, 2021.

 

25

 

Cost of materials sold increased 30.8% to $560.5 million in the second quarter of 2022 from $428.7 million in the second quarter of 2021. Cost of materials sold increased 42.4% to $1.1 billion in the first six months of 2022 from $783.4 million in the first six months of 2021. The increase in cost of materials sold in the second quarter and first six months of 2022 is related to the increased metals pricing discussed above in Results of Operations.

 

As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) decreased to 21.0% in the second quarter of 2022 from 22.9% in the second quarter of 2021. As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) decreased to 20.6% in the first six months of 2022 from 23.1% in the first six months of 2021. The decrease in the gross profit as a percentage of net sales is due to the average cost of inventory increasing more than the average selling prices.

 

Operating expenses in the second quarter of 2022 increased $9.8 million, or 11.6%, to $94.8 million from $84.9 million in the second quarter of 2021. As a percentage of net sales, operating expenses decreased to 13.4% for the second quarter of 2022 from 15.3% in the second quarter of 2021. Operating expenses in the specialty metals flat products segment increased $9.3 million, operating expenses in the carbon flat products segment decreased $0.7 million, operating expenses in the tubular and pipe products segment increased $0.4 million and Corporate expenses increased $0.8 million in the second quarter of 2022 compared to the second quarter of 2021. The increase in operating expenses was primarily attributable to increased variable performance-based incentive compensation, the inclusion of operating expenses related to the October 2021 acquisition of Shaw and inflationary impacts on labor, transportation and other product support costs, partially offset by the decrease in operating expenses due to the sale of our Detroit operations on September 17, 2021.

 

Operating expenses in the first six months of 2022 increased $21.1 million, or 13.0%, to $182.9 million from $161.8 million in the first six months of 2021. As a percentage of net sales, operating expenses decreased to 13.0% in the first six months of 2022 from 15.9% in the first six months of 2021. Operating expenses in the specialty metals flat products segment increased $18.9 million, operating expenses in the carbon flat products segment increased $0.2 million, operating expenses in the tubular and pipe products segment decreased $0.4 million and Corporate expenses increased $2.3 million in the first six months of 2022 compared to the first six months of 2021. The increase in operating expenses was primarily attributable to increased variable performance-based incentive compensation, the inclusion of operating expenses related to the October 2021 acquisition of Shaw and inflationary impacts on labor, transportation and other product support costs, partially offset by the decrease in operating expenses due to the sale of our Detroit operations on September 17, 2021 and by the gain on the sale of the Milan, Iowa facility in the first quarter of 2022.

 

Interest and other expense on debt totaled $2.3 million, or 0.3% of net sales, in the second quarter of 2022 compared to $2.0 million, or 0.4% of net sales, in the second quarter of 2021. Interest and other expense on debt totaled $4.3 million, or 0.3% of net sales, in the first six months of 2022 compared to $3.7 million, or 0.4% of net sales, in the first six months of 2021. The increase was due to higher borrowings in the first six months of 2022 compared to the first six months of 2021. Our effective borrowing rate, exclusive of deferred financing fees and commitment fees, was 2.5% for the first six months of 2022 compared to 2.9% for the first six months of 2021.

 

In the second quarter of 2022, income before income taxes totaled $51.6 million compared to income before income taxes of $40.4 million in the second quarter of 2021. In the first six months of 2022, income before income taxes totaled $102.7 million compared to income before income taxes of $70.3 million in the first six months of 2021.

 

An income tax provision of 27.1% was recorded for the second quarter of 2022, compared to an income tax provision of 26.6% for the second quarter of 2021. An income tax provision of 27.0% was recorded for the first six months of 2022, compared to an income tax provision of 26.6% for the first six months of 2021. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items that are considered in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

 

Net income for the second quarter of 2022 totaled $37.6 million, or $3.26 per basic share and diluted share, compared to net income of $29.6 million, or $2.58 per basic and diluted share, for the second quarter of 2021. Net income for the first six months of 2022 totaled $74.9 million, or $6.49 per basic share and diluted share, compared to net income of $51.7 million, or $4.50 per basic and $4.49 per diluted share, for the first six months of 2021.

 

26

 

Segment Operations

 

Specialty metals flat products

 

The following table presents selected operating results for our specialty metals flat products segment for the periods indicated (dollars are shown in thousands, except for per ton information):

 

   

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2022

   

2021

   

2022

   

2021

 
           

% of net

sales

           

% of net

sales

           

% of net

sales

           

% of net

sales

 

Direct tons sold

    37,345               38,198               74,173               77,795          

Toll tons sold

    1,041               1,990               2,657               4,280          

Total tons sold

    38,386               40,188               76,830               82,075          
                                                                 

Net sales

  $ 226,964       100.0     $ 138,035       100.0     $ 426,443       100.0     $ 264,354       100.0  

Average selling price per ton

    5,913               3,435               5,550               3,221          

Cost of materials sold

    164,441       72.5       107,587       77.9       305,431       71.6       211,121       79.9  

Gross profit (a)

    62,523       27.5       30,448       22.1       121,012       28.4       53,233       20.1  

Operating expenses (b)

    26,050       11.5       16,746       12.1       50,455       11.8       31,509       11.9  

Operating income

  $ 36,473       16.1     $ 13,702       9.9     $ 70,557       16.5     $ 21,724       8.2  

 

(a) Gross profit is calculated as net sales less the cost of materials sold.

(b) Operating expenses are calculated as total costs and expenses less the cost of materials sold.  

 

Tons sold by our specialty metals flat products segment decreased 4.5% to 38 thousand in the second quarter of 2022 from 40 thousand in the second quarter of 2021. Tons sold by our specialty metals flat products segment decreased 6.4% to 77 thousand in the first six months of 2022 from 82 thousand in the first six months of 2021. The decrease in tons sold was primarily due to the sale of our Detroit operations on September 17, 2021.

 

Net sales in our specialty metals flat products segment increased $88.9 million, or 64.4%, to $227.0 million in the second quarter of 2022 from $138.0 million in the second quarter of 2021. The increase in sales was due to a 72.1% increase in average selling prices offset by a 4.5% decrease in sales volume during the second quarter of 2022 compared to the second quarter of 2021. Average selling prices in the second quarter of 2022 were $5,913 per ton, compared with $3,435 per ton in the second quarter of 2021, and $5,189 per ton in the first quarter of 2022. The increase in the year over year average selling price per ton is a result of the increased industry metals pricing discussed above. We expect metals prices to remain elevated in the third quarter of 2022, but lower than in the first half of 2022.

 

Net sales in our specialty metals flat products segment increased $162.1 million, or 61.3%, to $426.4 million in the first six months of 2022 from $264.4 million in the first six months of 2021. The increase in sales was due to a 72.3% increase in average selling prices offset by a 6.4% decrease in sales volume during the first six months of 2022 compared to the first six months of 2021. Average selling prices in the first six months of 2022 were $5,550 per ton, compared with $3,221 per ton in the first six months of 2021. The increase in the year over year average selling price per ton is a result of the increased industry metals pricing discussed above in Results of Operations.

 

Cost of materials sold in our specialty metals flat products segment increased $56.9 million, or 52.8%, to $164.4 million in the second quarter of 2022 from $107.6 million in the second quarter of 2021. Cost of materials sold in our specialty metals flat products segment increased $94.3 million, or 44.7%, to $305.4 million in the first six months of 2022 from $211.1 million in the first six months of 2021. The increase in cost of materials sold was due to the increased industry metals pricing discussed above in Results of Operations.

 

As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) increased to 27.5% in the second quarter of 2022 from 22.1% in the second quarter of 2021. As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) increased to 28.4% in the first six months of 2022 from 20.1% in the first six months of 2021. The increase in the gross profit as a percentage of net sales is due to the impact of the increased average selling prices discussed above in Results of Operations, while the average costs of inventory did not increase as quickly as the average selling price.

 

27

 

Operating expenses increased $9.3 million, or 55.6%, to $26.1 million in the second quarter of 2022 from $16.7 million in the second quarter of 2021. As a percentage of net sales, operating expenses decreased to 11.5% in the second quarter of 2022 compared to 12.1% in the second quarter of 2021. Operating expenses increased $18.9 million, or 60.1%, to $50.5 million in the first six months of 2022 from $31.5 million in the first six months of 2021. As a percentage of net sales, operating expenses decreased to 11.8% in the first six months of 2022 compared to 11.9% in the first six months of 2021. The increase in operating expenses was primarily attributable to the inclusion of operating expenses related to the October 1, 2021 acquisition of Shaw Stainless, inflationary impacts on labor, transportation and other product support costs and increased variable performance-based incentive compensation.

 

Operating income in the second quarter of 2022 totaled $36.5 million, or 16.1% of net sales, compared to $13.7 million, or 9.9% of net sales, in the second quarter of 2021. Operating income in the first six months of 2022 totaled $70.6 million, or 16.5% of net sales, compared to $21.7 million, or 8.2% of net sales, in the first six months of 2021.

 

 

Carbon flat products

 

The following table presents selected operating results for our carbon flat products segment for the periods indicated (dollars are shown in thousands, except for per ton information):

 

   

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2022

   

2021

   

2022

   

2021

 
           

% of net

sales

           

% of net

sales

           

% of net

sales

           

% of net

sales

 

Direct tons sold

    202,700               227,596               402,521               453,644          

Toll tons sold

    7,904               16,787               14,166               30,587          

Total tons sold

    210,604               244,383               416,687               484,231          
                                                                 

Net sales

  $ 370,665       100.0     $ 325,511       100.0     $ 750,214       100.0     $ 571,884       100.0  

Average selling price per ton

    1,760               1,332               1,800               1,181          

Cost of materials sold

    310,633       83.8       249,934       76.8       638,346       85.1       434,106       75.9  

Gross profit (a)

    60,032       16.2       75,577       23.2       111,868       14.9       137,778       24.1  

Operating expenses (b)

    44,414       12.0       45,143       13.9       86,375       11.5       86,145       15.1  

Operating income

  $ 15,618       4.2     $ 30,434       9.3     $ 25,493       3.4     $ 51,633       9.0  

 

(a) Gross profit is calculated as net sales less the cost of materials sold.

(b) Operating expenses are calculated as total costs and expenses less the cost of materials sold.  

 

 

Tons sold by our carbon flat products segment decreased 13.8% to 211 thousand in the second quarter of 2022 from 244 thousand in the second quarter of 2021. Tons sold by our carbon flat products segment decreased 13.9% to 417 thousand in the first six months of 2022 from 484 thousand in the first six months of 2021. The decrease in tons sold is primarily due to the sale of our Detroit operations on September 17, 2021.

 

Net sales in our carbon flat products segment increased $45.2 million, or 13.9%, to $370.7 million in the second quarter of 2022 from $325.5 million in the second quarter of 2021. The increase in sales was attributable to a 32.1% increase in average selling prices in the second quarter of 2022 compared to the second quarter of 2021, partially offset by a 13.8% decrease in tons sold. Average selling prices in the second quarter of 2022 increased to $1,760 per ton, compared with $1,332 per ton in the second quarter of 2021 and $1,842 per ton in the first quarter of 2022.

 

Net sales in our carbon flat products segment increased $178.3 million, or 31.2%, to $750.2 million in the first six months of 2022 from $571.9 million in the first six months of 2021. The increase in sales was attributable to a 52.4% increase in average selling prices in the first six months of 2022 compared to the first six months of 2021, partially offset by a 13.9% decrease in tons sold. Average selling prices in the first six months of 2022 increased to $1,800 per ton, compared with $1,181 per ton in the first six months of 2021.

 

Cost of materials sold increased $60.7 million, or 24.3%, to $310.6 million in the second quarter of 2022 from $249.9 million in the second quarter of 2021. Cost of materials sold increased $204.2 million, or 47.0%, to $638.3 million in the first six months of 2022 from $434.1 million in the first six months of 2021. The increase was due to the increased market price for metals discussed above in Results of Operations.

 

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As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) decreased to 16.2% in the second quarter of 2022 compared to 23.2% in the second quarter of 2021. As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) decreased to 14.9% in the first six months of 2022 compared to 24.1% in the first six months of 2021. The decrease in the gross profit as a percentage of net sales is due to the impact of the decreased carbon average selling prices discussed above in Results of Operations, while the average costs of inventory did not decrease as quickly as the average selling price.

 

Operating expenses in the second quarter of 2022 decreased $0.7 million, or 1.6%, to $44.4 million from $45.1 million in the second quarter of 2021. Operating expenses in the first six months of 2022 increased $0.2 million, or 0.2%, to $86.4 million from $86.1 million in the first six months of 2021.

 

Operating income in the second quarter of 2022 totaled $15.6 million, or 4.2% of net sales, compared to operating income of $30.4 million, or 9.3% of net sales, in the second quarter of 2021. Operating income in the first six months of 2022 totaled $25.5 million, or 3.4% of net sales, compared to operating income of $51.6 million, or 9.0% of net sales, in the first six months of 2021.

 

 

Tubular and pipe products

 

The following table presents selected operating results for our tubular and pipe products segment for the periods indicated (dollars are shown in thousands):

 

   

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2022

   

2021

   

2022

   

2021

 
      $    

% of net

sales

      $    

% of net

sales

       $    

% of net

sales

       $    

% of net

sales

 

Net sales

  $ 111,547       100.0     $ 92,531       100.0     $ 228,852       100.0     $ 182,963       100.0  

Cost of materials sold (a)

    85,472       76.6       71,183       76.9       171,876       75.1       138,141       75.5  

Gross profit (b)

    26,075       23.4       21,348       23.1       56,976       24.9       44,822       24.5  

Operating expenses (c)

    18,775       16.8       18,309       19.8       35,094       15.3       35,463       19.4  

Operating income

  $ 7,300       6.5     $ 3,039       3.3     $ 21,882       9.7     $ 9,359       5.2  

 

(a) Includes $4,000 and $5,000 of LIFO expense for the three and six months ended June 30, 2021, respectively.

(b) Gross profit is calculated as net sales less the cost of materials sold.

 

(c) Operating expenses are calculated as total costs and expenses less the cost of materials sold. 

 

 

Net sales increased $19.0 million, or 20.6%, to $111.5 million in the second quarter of 2022 from $92.5 million in the second quarter of 2021. The increase is a result of a 30.2% increase in average selling prices offset by a 7.4% decrease in shipping volume during the second quarter of 2022 compared to the second quarter of 2021. Net sales increased $45.9 million, or 25.1%, to $228.9 million in the first six months of 2022 from $183.0 million in the first six months of 2021. The increase is a result of a 53.5% increase in average selling prices offset by a 18.5% decrease in shipping volume during the second quarter of 2022 compared to the second quarter of 2021. We expect metals prices to decrease in the third quarter of 2022 as discussed above in Results of Operations.

 

Cost of materials sold increased $14.3 million, or 20.1%, to $85.5 million in the second quarter of 2022 from $71.2 million in the second quarter of 2021. Cost of materials sold increased $33.7 million, or 24.4%, to $171.9 million in the first six months of 2022 from $138.1 million in the first six months of 2021. The Company did not record any LIFO expense or income for the three and six months ended June 30, 2022 as current inventory price and volume projections anticipate no material change to the LIFO reserve by December 31, 2022. During the three and six months ended June 30, 2021, the Company recorded $4.0 million and $5.0 million of LIFO expense, respectively.

 

As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) increased to 23.4% in the second quarter of 2022 compared to 23.1% in the second quarter of 2021. As a percentage of net sales, the LIFO expense recorded in the second quarter of 2021 decreased gross profit by 4.3%. As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) increased to 24.9% in the first six months of 2022 compared to 24.5% in the first six months of 2021. As a percentage of net sales, the LIFO expense recorded in the first six months of 2021 decreased gross profit by 2.7%.

 

29

 

Operating expenses in the second quarter of 2022 increased $0.5 million, or 2.5%, to $18.8 million from $18.3 million in the second quarter of 2021. Operating expenses decreased to 16.8% of net sales in the second quarter of 2022 compared to 19.8% in the second quarter of 2021. Operating expenses in the first six months of 2022 decreased $0.4 million, or 1.0%, to $35.1 million from $35.5 million in the first six months of 2021. Operating expenses decreased to 15.3% of net sales in the first six months of 2022 compared to 19.4% in the first six months of 2021. The increase in operating expenses was primarily due to inflationary impacts on labor, transportation and other product support costs and increased variable performance-based incentive compensation, offset by the $2.1 million gain on the sale of the Milan, Iowa facility in the first quarter of 2022.

 

Operating income in the second quarter 2022 totaled $7.3 million, or 6.5% of net sales, compared to $3.0 million, or 3.3% of net sales, in the second quarter of 2021. Operating income in the first six months of 2022 totaled $21.9 million, or 9.7% of net sales, compared to $9.4 million, or 5.2% of net sales, in the first six months of 2021.

 

 

Corporate expenses

 

Corporate expenses increased $0.8 million, or 16.6%, to $5.5 million in the second quarter of 2022 from $4.7 million in the second quarter of 2021. Corporate expenses increased $2.3 million, or 25.9%, to $10.9 million in the first six months of 2022 from $8.7 million in the first six months of 2021. Corporate expense increased as a result of increased performance-based incentive compensation.

 

 

Liquidity, Capital Resources and Cash Flows

 

Our principal capital requirements include funding working capital needs, purchasing, upgrading and acquiring processing equipment and facilities, making acquisitions and paying dividends. We use cash generated from operations and borrowings under our credit facility to fund these requirements.

 

We believe that funds available under our ABL Credit Facility, together with funds generated from operations, will be sufficient to provide us with the liquidity necessary to fund anticipated working capital requirements, capital expenditure requirements, our dividend payments and any share repurchases and business acquisitions for at least the next 12 months and for the foreseeable future thereafter. In the future, we may as part of our business strategy, acquire and dispose of assets or other companies in the same or complementary lines of business, or enter into or exit strategic alliances and joint ventures. Accordingly, the timing and size of our capital requirements are subject to change as business conditions warrant and opportunities arise.

 

Operating Activities

 

For the six months ended June 30, 2022, we generated $47.7 million of net cash from operations, of which $94.2 million was generated from operating activities and $46.5 million was used for working capital. For the six months ended June 30, 2021, we used $95.7 million of net cash for operations, of which $66.5 million was generated from operating activities and $162.2 million was used for working capital.

         

Net cash from operations totaled $47.7 million during the first six months of 2022 and was mainly comprised of net income of $74.9 million, the non-cash depreciation and amortization addback of $10.2 million, decreases in other long-term assets of $1.9 million and changes in other long-term liabilities of $8.7 million. Net cash from operations totaled $66.5 million during the first six months of 2021 and was mainly comprised of net income of $51.7 million, the non-cash depreciation and amortization addback of $10.9 million and a decrease in other long-term assets of $5.2 million, offset by changes in other long-term liabilities of $1.8 million.

 

Working capital at June 30, 2022 totaled $610.3 million, a $45.2 million increase from December 31, 2021. The increase was primarily attributable to a $36.3 million increase in accounts receivable, a $26.1 million increase in inventories, a $4.4 million increase in prepaid expenses and other and a $13.4 million decrease in accrued payroll and other accrued liabilities, offset by a $33.8 million increase in accounts payable and outstanding checks

 

30

 

Investing Activities

 

Net cash used for investing activities totaled $6.7 million during the six months ended June 30, 2022, compared to $4.6 million during the six months ended June 30, 2021. Net cash used for investing activities primarily consisted of $10.0 million in new capital expenditures offset by $3.3 million in proceeds primarily from the sale of the Milan, Iowa facility. The capital expenditures in the first six months of 2022 and 2021 were primarily attributable to additional processing equipment at our existing facilities.

 

Financing Activities

 

During the first six months of 2022, $42.3 million of cash was used for financing activities, which primarily consisted of $39.9 million of net repayments under our ABL Credit Facility, $2.0 million of dividends paid, $0.3 million of principal payments under capital lease obligations and $0.1 million of credit facility fees and expenses related to the amended ABL Credit Facility.

 

Dividends paid were $2.0 million and $0.4 million for the six months ended June 30, 2022 and June 30, 2021, respectively. In August 2022, our Board of Directors approved a regular quarterly dividend of $0.09 per share, which will be paid on September 15, 2022 to shareholders of record as of September 1, 2022. Regular dividend distributions in the future are subject to the availability of cash, the $5.0 million annual limitation on cash dividends and common stock repurchases under our ABL Credit Facility and continuing determination by our Board of Directors that the payment of dividends remains in the best interest of our shareholders.

 

Equity Programs

 

In 2015, our Board of Directors authorized a stock repurchase program of up to 550,000 shares of our issued and outstanding common stock, which could include open market repurchases, negotiated block transactions, accelerated stock repurchases or open market solicitations for shares, all or some of which may be effected through Rule 10b5-1 plans. Repurchased shares will be held in our treasury, or canceled and retired as our Board may determine from time to time. Any repurchases of common stock are subject to the covenants contained in the ABL Credit Facility. Under the ABL Credit Facility, we may repurchase common stock and pay dividends up to $5.0 million in the aggregate during any trailing twelve months without restrictions. Purchases in excess of $5.0 million require us to (i) maintain availability in excess of 20% of the aggregate revolver commitments ($95.0 million at June 30, 2022) or (ii) to maintain availability equal to or greater than 15% of the aggregate revolver commitments ($71.3 million at June 30, 2022) and we must maintain a pro-forma ratio of EBITDA, minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00. The timing and amount of any repurchases under the stock repurchase program will depend upon several factors, including market and business conditions, and limitations under the ABL Credit Facility, and repurchases may be discontinued at any time. As of June 30, 2022, 360,212 shares remain authorized for repurchase under the program.

 

There were no shares repurchased during the three and six months ended June 30, 2022 or June 30, 2021.

 

On September 3, 2021, we commenced an at-the market, or ATM, equity program under our shelf registration statement, which allows us to sell and issue up to $50 million in shares of our common stock from time to time. We entered into an Equity Distribution Agreement on September 3, 2021 with KeyBanc Capital Markets Inc., or KeyBanc, relating to the issuance and sale of shares of common stock pursuant to the program. KeyBanc is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutual agreed terms between KeyBanc and us. KeyBanc will be entitled to compensation for shares sold pursuant to the program of 2.0% of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. No shares were sold under the ATM program during the three and six months ended June 30, 2022.

 

Debt Arrangements

 

Our ABL Credit Facility is collateralized by our accounts receivable inventory and personal property. The ABL Credit Facility consists of (i) a revolving credit facility of $445 million, including a $20 million sub-limit for letters of credit and (ii) a first in, last out revolving credit facility of up to $30 million. Under the terms of the ABL Credit Facility, we may request additional commitments in the aggregate principal amount of up to $200 million to the extent that existing or new lenders agree to provide such additional commitments. Revolver borrowings are limited to the lesser of a borrowing base, comprised of eligible receivables and inventories, or $475 million in the aggregate. The ABL Credit Facility matures on June 16, 2026.

 

31

 

The ABL Credit Facility contains customary representations and warranties and certain covenants that limit our ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to us; (vi) incur liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of our assets; and (viii) engage in transactions with affiliates. In addition, the ABL Credit Facility contains a financial covenant which requires if any commitments or obligations are outstanding our availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($47.5 million at June 30, 2022) or 10.0% of the aggregate borrowing base ($47.5 million at June 30, 2022), then we must maintain a ratio of Earnings before Interest, Taxes, Depreciation and Amortization, or EBITDA, minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00 for the most recent twelve fiscal month period.

 

We have the option to borrow under its revolver based on the agent’s base rate plus a premium ranging from 0.00% to 0.25% or the London Interbank Offered Rate, or LIBOR, plus a premium ranging from 1.25% to 2.75%.

 

As of June 30, 2022, we were in compliance with our covenants and had approximately $183 million of availability under the ABL Credit Facility.

 

As of June 30, 2022, $1.4 million of bank financing fees were included in “Prepaid expenses and other” and “Other long-term assets” on the accompanying Consolidated Balance Sheets. The financing fees are being amortized over the five-year term of the ABL Credit Facility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive Income.

 

On January 10, 2019, we entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%.

 

 

Critical Accounting Policies

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the consolidated financial statements included in this Quarterly Report on Form 10-Q, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We monitor and evaluate our estimates and assumptions, based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

 

We review our financial reporting and disclosure practices and accounting practices quarterly to ensure they provide accurate and transparent information relative to the current economic and business environment. For further information regarding the accounting policies that we believe to be critical accounting policies that affect our more significant judgments and estimates used in preparing our consolidated financial statements, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

32

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Our principal raw materials are carbon, coated and stainless steel, aluminum, pipe and tube, flat rolled coil, sheet and plate that we typically purchase from multiple primary metals producers. The metals industry as a whole is cyclical and, at times, pricing and availability of metals can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, the levels of metals imported into the United States, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, new global capacity by metals producers, higher raw material costs for the producers of metals, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us.

 

We, like many other metals service centers, maintain substantial inventories of metals to accommodate the short lead times and just‑in‑time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, supply agreements with customers and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. We have no long‑term, fixed‑price metals purchase contracts. When metals prices increase, competitive conditions will influence how much of the price increase we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the net sales and profitability of our business could be adversely affected. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and inventory lower of cost or net realizable value adjustments as we sell existing inventory. Significant or rapid declines in metals prices or reductions in sales volumes could adversely impact our ability to remain in compliance with certain financial covenants in our credit facility, as well as result in us incurring inventory or intangible asset impairment charges. Changing metals prices therefore could significantly impact our net sales, gross profits, operating income and net income.

 

Rising metals prices result in higher working capital requirements for us and our customers. Some customers may not have sufficient credit lines or liquidity to absorb significant increases in the price of metals. While we have generally been successful in the past in passing on producers’ price increases and surcharges to our customers, there is no guarantee that we will be able to pass on price increases to our customers in the future. Declining metals prices have generally adversely affected our net sales and net income, while increasing metals prices have generally favorably affected our net sales and net income.

 

Approximately 51% and 44% of our consolidated net sales during the first six months of 2022 and 2021, respectively, were directly related to industrial machinery and equipment manufacturers and their fabricators.

 

Inflation generally affects us by increasing the cost of employee wages and benefits, transportation services, processing equipment, energy and borrowings under our credit facility. General inflation, excluding increases in the price of metals, labor and increased distribution expense, has not had a material effect on our financial results in prior years, but is expected to have an impact in 2022 due to the elevated inflation rate.

 

We are exposed to the impact of fluctuating metals prices and interest rate changes. During 2022 and 2021, we entered into metals swaps at the request of customers. These derivatives have not been designated as hedging instruments. For certain customers, we enter into contractual relationships that entitle us to pass-through the economic effect of trading positions that we take with other third parties on our customers’ behalf.

 

Our primary interest rate risk exposure results from variable rate debt. We have the option to enter into 30- to 180-day fixed base rate LIBOR loans under the ABL Credit Facility. On January 10, 2019, we entered into a five-year interest rate swap that locked the interest rate at 2.57% on $75 million of our revolving debt.

 

33

 

Item 4. Controls and Procedures

 

The evaluation required by Rule 13a-15(e) of the Securities Exchange Act of 1934 of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q has been carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports that are filed with or submitted to the SEC is: (i) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (ii) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were effective.

 

There were no changes in our internal control over financial reporting that occurred during the second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

34

 

 

Part II. OTHER INFORMATION

 

Items 1, 1A, 2, 3, 4 and 5 of this Part II are either inapplicable or are answered in the negative and are omitted pursuant to the instructions to Part II.

 

35

 

 

Item 6. Exhibits

 

 

Exhibit

Description of Document

Reference

     
     

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

     

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

     

32.1

Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

     

32.2

Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished herewith

     

101

The following materials from Olympic Steel’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Supplemental Disclosures of Cash Flow Information, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Unaudited Consolidated Financial Statements and (vii) document and entity information.

   

104

Cover Pager Interactive Data File (embedded with the Inline XBRL document and contained in Exhibit 101).

 

36

 

SIGNATURES

 

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 thereunto duly authorized.

 

  OLYMPIC STEEL, INC.
  (Registrant)
   
Date: August 5, 2022 By: /s/ Richard T. Marabito
  Richard T. Marabito
  Chief Executive Officer
   
  By: /s/ Richard A. Manson
  Richard A. Manson
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

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