UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

( X )

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

 

For the quarterly period ended SeptemberJune 30,, 2017 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.EmployerI.R.S. Employer Identification Number) 
 incorporation or organization) 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 (X)  No ( )

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes (X)  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:Act.

 

Large accelerated filer ( )

Accelerated filer ☒
 

Accelerated filer (X) 

Non-accelerated filer ( )

Smaller reporting company ( )

(Do not check if a 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 (X)


 

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 November 8, 2017

August 5, 2022

Common stock, without par value

 

10,971,521

11,127,671



 



 

Olympic Steel, Inc.

Index to Form 10-Q

 

 

Page No.

  

Part I. FINANCIAL INFORMATION

3  4
 Item 1. Financial Statements3  4
 Consolidated Balance Sheets SeptemberJune 30, 20172022 and December 31, 20162021 (unaudited)3  4
 Consolidated StatementsStatements of Comprehensive Income – for the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)4  5
 Consolidated StatementsStatements of Cash Flows – for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)5  6
 Supplemental Disclosures of Cash Flow Information – for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)6  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 Statements7  9
 Item 2. ManagementManagement’ss Discussion and Analysis of Financial Condition and Results of Operations1621
 Item 3. Quantitative and Qualitative Disclosures About Market Risk2733
 Item 4. Controls and Procedures2834

Part II. OTHER INFORMATION

2935
 Item 6. Exhibits2936

SIGNATURES

3037

 


 

Part I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

Olympic Steel, Inc.

Consolidated Balance Sheets

 (in

Olympic Steel, Inc.

Consolidated Balance Sheets

(in thousands)

 

 

As of

  

As of

 
 

September 30, 2017

  

December 31, 2016

  

June 30, 2022

  

December 31, 2021

 
 

(unaudited)

  

(unaudited)

 

Assets

                

Cash and cash equivalents

 $4,157  $2,315  $8,446  $9,812 

Accounts receivable, net

  150,692   101,902  320,917  284,570 

Inventories, net (includes LIFO debit of $6,569 as of September 30, 2017 and $8,045 as of December 31, 2016)

  280,223   254,526 

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

  5,510   6,197   14,398   9,989 

Assets held for sale

  844   - 

Total current assets

  441,426   364,940   854,896   789,400 

Property and equipment, at cost

  374,653   374,242  419,732  413,396 

Accumulated depreciation

  (226,553)  (218,476)  (272,786)  (266,340)

Net property and equipment

  148,100   155,766   146,946   147,056 

Goodwill

 10,496  10,496 

Intangible assets, net

  23,202   23,869  32,844  33,653 

Other long-term assets

  12,170   11,493  13,427  15,241 

Right of use assets, net

  27,507   27,726 

Total assets

 $624,898  $556,068  $1,086,116  $1,023,572 
         

Liabilities

                

Current portion of long-term debt

 $930  $1,825 

Accounts payable

  80,189   79,458  $182,410  $148,649 

Accrued payroll

  12,339   8,445  34,660  44,352 

Other accrued liabilities

  10,911   15,170  21,402  25,395 

Current portion of lease liabilities

  6,127   5,940 

Total current liabilities

  104,369   104,898   244,599   224,336 

Credit facility revolver

  220,409   164,599  287,880  327,764 

Other long-term liabilities

  11,482   10,062  11,439  15,006 

Deferred income taxes

  20,176   23,119  20,790  9,890 

Lease liabilities

  21,849   22,137 

Total liabilities

  356,436   302,678   586,557   599,133 

Shareholders' Equity

                

Preferred stock

  -   -  0  0 

Common stock

  129,490   128,619  134,089  133,427 

Treasury stock

  (527)  (609)

Accumulated other comprehensive loss

 (462) (1,996)

Retained earnings

  139,499   125,380   365,932   293,008 

Total shareholders' equity

  268,462   253,390   499,559   424,439 

Total liabilities and shareholders' equity

 $624,898  $556,068  $1,086,116  $1,023,572 

 

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

 


4

 

Olympic Steel, Inc.

Consolidated StatementsStatements of Comprehensive Income

For the Three and Six Months Ended June 30,

(in thousands, except per share data)

 

  

Three months ended

  

Nine months ended

 
  

September 30,

  

September 30,

 
  

2017

  

2016

  

2017

  

2016

 
  

(unaudited)

 

Net sales

 $331,442  $268,255  $1,022,530  $800,212 

Costs and expenses

                

Cost of materials sold (excludes items shown separately below)

  265,351   211,037   806,846   616,545 

Warehouse and processing

  20,531   20,034   65,870   61,561 

Administrative and general

  16,647   16,003   52,699   48,054 

Distribution

  10,574   8,995   31,507   27,762 

Selling

  6,797   5,629   19,804   17,361 

Occupancy

  2,150   2,135   6,651   6,630 

Depreciation

  3,883   4,172   12,516   13,231 

Amortization

  223   223   667   667 

Total costs and expenses

  326,156   268,228   996,560   791,811 

Operating income

  5,286   27   25,970   8,401 

Other income (loss), net

  (22)  21   (76)  (42)

Income before interest and income taxes

  5,264   48   25,894   8,359 

Interest and other expense on debt

  1,966   1,336   5,380   3,895 

Income (loss) before income taxes

  3,298   (1,288)  20,514   4,464 

Income tax provision

  1,018   469   5,738   3,438 

Net income (loss)

 $2,280  $(1,757) $14,776  $1,026 

Net gain on cash flow hedge

  -   -   -   114 

Tax effect on cash flow hedge

  -   -   -   (44)

Total comprehensive income

 $2,280  $(1,757) $14,776  $1,096 
                 

Earnings per share:

                

Net income (loss) per share - basic

 $0.20  $(0.16) $1.30  $0.09 

Weighted average shares outstanding - basic

  11,386   11,219   11,384   11,206 

Net income (loss) per share - diluted

 $0.20  $(0.16) $1.30  $0.09 

Weighted average shares outstanding - diluted

  11,386   11,219   11,384   11,206 

  

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.statements.

 


5

 

Olympic Steel, Inc.

Consolidated StatementsStatements of Cash Flows

For the NineSix Months Ended SeptemberJune 30,,

(in thousands)

 

 

2017

  

2016

  

2022

  

2021

 
 

(unaudited)

      

Cash flows from (used for) operating activities:

             

Net income

 $14,776  $1,026  $74,926  $51,657 

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

             

Depreciation and amortization

  13,872   14,586  10,156  10,912 

Gain on disposition of property and equipment

  (38)  (161)

(Gain) on disposition of property and equipment

 (2,183) 0 

Stock-based compensation

  944   400  662  534 

Other long-term assets

  (1,264)  (3,713) 1,854  5,169 

Other long-term liabilities

  (1,523)  4,192   8,738   (1,792)
  26,767   16,330  94,153  66,480 

Changes in working capital:

             

Accounts receivable

  (48,790)  (18,112) (36,347) (112,850)

Inventories

  (25,697)  (24,175) (26,106) (133,276)

Prepaid expenses and other

  710   1,618  (4,359) (5,176)

Accounts payable

  178   10,913  28,922  66,181 

Change in outstanding checks

  553   (1,518) 4,839  918 

Accrued payroll and other accrued liabilities

  (363)  5,256   (13,415)  21,979 
  (73,409)  (26,018)  (46,466)  (162,224)

Net cash used for operating activities

  (46,642)  (9,688)

Net cash from (used for) operating activities

  47,687   (95,744)
             

Cash flows from (used for) investing activities:

             

Capital expenditures

  (6,470)  (5,335) (10,022) (4,579)

Proceeds from disposition of property and equipment

  814   161   3,292   23 

Net cash used for investing activities

  (5,656)  (5,174)

Net cash (used for) investing activities

  (6,730)  (4,556)
             

Cash flows from (used for) financing activities:

             

Credit facility revolver borrowings

  310,734   230,911  384,392  313,167 

Credit facility revolver repayments

  (254,925)  (213,195) (424,276) (204,801)

Industrial revenue bond repayments

  (895)  (865)

Principal payment under capital lease obligation

 (336) (353)

Credit facility fees and expenses

  (125)  (125) (100) (1,167)

Proceeds from exercise of stock options (including tax benefits) and employee stock purchases

  9   34 

Dividends paid

  (658)  (657)  (2,003)  (443)

Net cash from financing activities

  54,140   16,103 

Net cash from (used for) financing activities

  (42,323)  106,403 
             

Cash and cash equivalents:

             

Net change

  1,842   1,241  (1,366) 6,103 

Beginning balance

  2,315   1,604   9,812   5,533 

Ending balance

 $4,157  $2,845  $8,446  $11,636 

 

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

 


6

 

Olympic Steel, Inc.

Supplemental Disclosures of Cash Flow Information

For the NineSix Months Ended September June 30,

(in thousands)

 

 

2017

  

2016

  

2022

  

2021

 
 

(unaudited)

  

(unaudited)

 
         

Interest paid

 $4,691  $3,257  $4,006  $3,240 

Income taxes paid

 $7,918  $890  $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.


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

  0   0   37,624   37,624 

Payment of dividends

  0   0   (1,002)  (1,002)

Stock-based compensation

  335   0   0   335 

Changes in fair value of hedges, net of tax

  0   (184)  0   (184)

Other

  0   (1)  1   0 

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

  0   0   74,926   74,926 

Payment of dividends

  0   0   (2,003)  (2,003)

Stock-based compensation

  662   0   0   662 

Changes in fair value of hedges, net of tax

  0   1,534   0   1,534 

Other

  0   0   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

  0   0   29,649   29,649 

Payment of dividends

  0   0   (222)  (222)

Stock-based compensation

  272   0   0   272 

Changes in fair value of hedges, net of tax

  0   347   0   347 

Other

  0   (1)  0   (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

  0   0   51,657   51,657 

Payment of dividends

  0   0   (443)  (443)

Stock-based compensation

  534   0   0   534 

Changes in fair value of hedges, net of tax

  0   1,063   0   1,063 

Other

  0   (1)  0   (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.statements.

 


 

Olympic Steel, Inc.

Notes to Unaudited Consolidated Financial Statements

SeptemberJune 30,, 2017 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 20172022 annual results and these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K10-K for the year ended December 31, 2016. 2021. All intercompany transactions and balances have been eliminated in consolidation.

 

The Company operates in three reportable segments; carbonspecialty metals flat products, specialty metalscarbon flat products, and tubular and pipe products. The carbonspecialty metals flat products segment and the specialty metalscarbon flat products segmentssegment are at times consolidated and referred to as the flat products segments. CertainSome of the flat products segments’ assets and resources are shared by the carbon and 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 carbonspecialty metals flat products segment and the specialty metalscarbon 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 Company sellsdirect sale and distributesdistribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products, and fabricated parts. Through itsWe 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 segment,segments have 34 strategically-located processing and distribution facilities in the Company sellsUnited States and distributes processed aluminumone in Monterrey, Mexico. Our geographic footprint allows us to focus on regional customers and stainlesslarger 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 sheetsteel to domestic automotive manufacturers and coil products, flat bar products and fabricated parts. Through itstheir suppliers.

The tubular and pipe products segment which consists of the Chicago Tube and Iron subsidiary (CTI), the Company distributes business, acquired in 2011. Through our tubular and pipe products segment, we distribute metal tubing, pipe, bar, valves and fittings and fabricatefabricated 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 directorsdirectors’ expenses, audit expenses, and various other professional fees.

9

Impact of Recently Issued Accounting Pronouncements

 

In March 2020, the first quarterFinancial Accounting Standards Board, (FASB), issued Accounting Standards Update, (ASU), No.2020-04, “Reference Rate Reform (Topic 848): Facilitation of 2017,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 made an out-of-period adjustmentdoes not expect the adoption to correcthave a material impact on the Company’s Consolidated Financial Statements.

2.

Revenue Recognition:

The Company provides metals processing, distribution and record previously unrecognized deferred tax assets,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 associated tax benefit, relatedCompany 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 supplemental executive retirement plan (SERP). The adjustment, which had accumulated sincecustomer.

Transfer of control is assessed based on the inceptionuse of the plan in 2005, resulted in an increaseproduct distributed and rights to after-tax incomepayment for performance under the contract terms. Transfer of $1.9 million incontrol and revenue recognition for substantially all of the first quarterCompany’s sales occur upon shipment or delivery of 2017.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 determined that this adjustment was 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 its current or prior periodthe Company's consolidated financial statements.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%  0   0   30.2%

Plate

  12.8%  0   0   12.8%

Cold Rolled

  5.0%  0   0   5.0%

Coated

  4.2%  0   0   4.2%

Specialty

  0   32.0%  0   32.0%

Tube

  0   0   15.7%  15.7%

Other

  0.1%  0   0   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%  0   0   30.7%

Plate

  13.0%  0   0   13.0%

Cold Rolled

  5.0%  0   0   5.0%

Coated

  4.6%  0   0   4.6%

Specialty

  0   30.3%  0   30.3%

Tube

  0   0   16.3%  16.3%

Other

  0.1%  0   0   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%  0   0   29.6%

Plate

  11.5%  0   0   11.5%

Cold Rolled

  7.1%  0   0   7.1%

Coated

  8.4%  0   0   8.4%

Specialty

  0   24.7%  0   24.7%

Tube

  0   0   16.6%  16.6%

Other

  2.0%  0.1%  0   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%  0   0   28.9%

Plate

  10.2%  0   0   10.2%

Cold Rolled

  6.7%  0   0   6.7%

Coated

  8.6%  0   0   8.6%

Specialty

  0   25.8%  0   25.8%

Tube

  0   0   18.0%  18.0%

Other

  1.7%  0.1%  0   1.8%

Total

  56.1%  25.9%  18.0%  100.0%

2.3.

Accounts Receivable:

 

Accounts receivable are presented net of allowances for doubtful accountscredit losses and unissued credits of $3.2$4.6 million and $2.4$4.4 million as of SeptemberJune 30, 2017 2022 and December 31, 2016, 2021, respectively. The allowance for doubtful accountscredit losses is maintained at a level considered appropriate based on historical experience, and specific customer collection issues that have been identified.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 doubtful accountscredit losses and unissued credits each quarter.credits.

 

3.4.

InventoriesInventories::

 

Inventories consisted of the following:

  

Inventory as of

 

(in thousands)

 

September 30, 2017

  

December 31, 2016

 

Unprocessed

 $232,123  $203,256 

Processed and finished

  48,100   51,270 

Totals

 $280,223  $254,526 

 


  

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-outfirst-out (LIFO) method. At SeptemberJune 30, 2017 2022 and December 31, 2016, 2021, approximately $50.5$57.1 million, or 18.0%11.2% of consolidated inventory, and $43.4$55.4 million, or 17.1%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-outfirst-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 ninesix months ended SeptemberJune 30, 2017, 2021, the Company recorded $0.7$4.0 million and $1.5$5.0 million of LIFO expense, respectively, as the current projections anticipate increased pricing and volume of LIFO inventory for the remainder of the year. During the three and nine months ended September 30, 2016, the Company recorded $0.7 million of LIFO income.respectively.

 

If the FIFO method had been in use, inventories would have been $6.6$19.7 million lowerhigher than reported at SeptemberJune 30, 2017 2022 and $8.0 million lower than reported at December 31, 2016.2021.

 

4.

Assets Held for Sale:

 

During the second quarter of 2017, the Company began actively marketing for sale certain property at the flat product segment’s Siler City, North Carolina facility. As a result of that decision, the Company reclassified $0.8 million of net book value related to that property along with certain machinery and equipment as assets held for sale in the Consolidated Balance Sheets. The sale of those assets is expected to be completed within the next twelve months and are presented as current. Based on the present real estate market and discussions with the Company’s real estate adviser, no impairment of the recorded amounts has occurred as of September 30, 2017.

5.

DebtGoodwill 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’s 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  $0  $10,496 

Acquisitions

  0   0   0   0 

Impairments

  0   0   0   0 

Balance as of June 30, 2022

 $9,431  $1,065  $0  $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

 
  

September 30,

  

December 31,

 

(in thousands)

 

2017

  

2016

 

Asset-based revolving credit facility due June 30, 2019

 $220,409  $164,599 

Industrial revenue bond due April 1, 2018

  930   1,825 

Total debt

  221,339   166,424 

Less current amount

  (930)  (1,825)

Total long-term debt

 $220,409  $164,599 
  

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’sCompany’s asset-based credit facility (the ABL Credit Facility) is collateralized by the Company’s accounts receivable, inventory and inventory.personal property. The $475 million ABL Credit Facility consists ofof: (i) a revolving credit linefacility of $365up 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. Revolver borrowings are limited toUnder the lesserterms of a borrowing base, comprised of eligible receivables and inventories, or $365 million in the aggregate. 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 30, 2019.16, 2026.

 

The ABL Credit Facility requirescontains customary representations and warranties and certain covenants that limit the ability of the Company to, complyamong 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 various covenants, the most significant of which include: (i) until maturity ofaffiliates. In addition, the ABL Credit Facility contains a financial covenant which requires if any commitments or obligations are outstanding and the Company’sCompany’s availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($36.547.5 million at SeptemberJune 30, 2017)2022) or 10.0% of the aggregate borrowing base ($47.5 million at June 30, 2022), then the Company must maintain a ratio of EBITDAEarnings 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; (ii) limitations on dividend payments and common stock repurchases; and (iii) restrictions on additional indebtedness. 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 3.00%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 SeptemberJune 30, 2017, 2022, the Company was in compliance with its covenants and had approximately $110$183 million of availability under the ABL Credit Facility.

 

As of SeptemberJune 30, 2017, $1.42022, 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-yearfive-year term of the ABL Credit facilityFacility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive Income.

 


As part of the CTI acquisition in July 2011, the Company assumed approximately $5.9 million of Industrial Revenue Bond (IRB) indebtedness issued through the Stanly County, North Carolina Industrial Revenue and Pollution Control Authority. The bond matures in April 2018, with the option to provide principal payments annually in April. On April 3, 2017, the Company paid an optional principal payment of $0.9 million. The remaining balance of the IRB is included in “Current portion of long-term debt” on the accompanying Consolidated Balance Sheets as the payment is due in April 2018. Interest is payable monthly, with a variable rate that resets weekly. As a security for payment of the bonds, the Company obtained a direct pay letter of credit issued by JPMorgan Chase Bank, N.A. The letter of credit reduces annually by the principal reduction amount. The interest rate at September 30, 2017 was 0.9% for the IRB debt.

CTI entered into an interest rate swap agreement to reduce the impact of changes in interest rates on the IRB. At September 30, 2017, the effect of the swap agreement on the bond was to fix the rate at 3.46%. The swap agreement matures in April 2018, and is reduced annually by the amount of the optional principal payments on the bond. The Company is exposed to credit loss in the event of nonperformance by the other parties to the interest rate swap agreement. However, the Company does not anticipate nonperformance by the counterparties.

6.8.

Derivative Instruments::

 

Metals swaps and embedded customer derivatives

During 2017the firstsix months of 2022 and 2016,2021, the Company entered into nickel swaps indexed to the London Metal Exchange (LME) price of nickel with third-partythird-party brokers. The nickel swaps are accounted for as derivatives for accounting purposes. The Company entered into them to mitigate its customerscustomers’ risk of volatility in the price of metals. The outstanding nickel swaps mature in 2017 and 2018.2022. 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-partythird-party brokers to honor their agreements with the Company related to derivative instruments. If the customer or third-partythird-party brokers are unable to honor their agreements, the Company’s risk of loss is the fair value of the metals swaps.

 

15

While theseThese derivatives are intended to help the Company manage risk, they 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 have had not yet been settled as of June 30, 2022 are included in “Other Accrued Liabilities”, and the embedded customer derivatives are included in “Other accrued liabilities”, and “Accounts receivable,Receivable, net” on the Consolidated Balance Sheets at Septemberas of June 30, 2017 and December 31, 2016.2022.

Fixed rate interest rate hedge

Interest rate swap

CTIOn January 10, 2019, the Company entered into ana five-year forward starting fixed rate interest rate swaphedge in order to reduceeliminate the impactvariability of changes incash interest ratespayments on its IRB. The swap agreement matures in April 2018, the same time as the IRB, and is reduced annually by the amount$75 million of the optional principal paymentsoutstanding 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 IRB. TheConsolidated Balance Sheets as of June 30, 2022. Although the Company is exposed to credit loss in the event of nonperformance by the other partiesparty to the interest rate swap agreement. However,hedge agreement, the Company does not anticipate nonperformanceanticipates performance by the counterparties. The interest rate swap is not treated as a hedge for accounting purposes.counterparty.

 

The periodic changes in fair value of the interest rate swap and cash settlement amounts associated with the interest rate swap are included in “Interest and other expense on debt” in the Consolidated Statements of Comprehensive Income.

Fixed rate interest rate hedge

In June 2012, the Company entered into a forward starting fixed rate interest rate hedge commencing June 2013 in order to eliminate the variability of cash interest payments on $53.2 million of the then outstanding LIBOR-based borrowings under the ABL Credit Facility. The hedge, which matured on June 1, 2016, fixed the rate at 1.21% plus a premium ranging from 1.25% to 1.75%. The fixed rate interest rate hedge was accounted for as a cash flow hedging instrument for accounting purposes.


There was no net impact from the nickel swaps or embedded customer derivative agreements to the Company’s Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016. 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 ninesix months ended SeptemberJune 30, 2017 2022 and 2016.2021, respectively.

 

 

Net Gain (Loss) Recognized

  

Net Gain (Loss) Recognized

 
 

For the Three Months

Ended September 30,

  

For the Nine Months

Ended September 30,

  

For the Three Months

Ended June 30,

  

For the Six Months

Ended June 30,

 

(in thousands)

 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 

Interest rate swap (CTI)

 $(6) $(19) $(24) $(52)

Fixed interest rate swap (ABL)

  -   -   -   (98)

Fixed interest rate hedge

 $(344) $(468) $(794) $(931)

Metals swaps

  156   111   79   173  (1,445) 245  718  228 

Embedded customer derivatives

  (156)  (111)  (79)  (173)  1,445   (245)  (718)  (228)

Total loss

 $(6) $(19) $(24) $(150) $(344) $(468) $(794) $(931)

 

7.9.

Fair Value of Financial InstrumentsAssets and Liabilities::

 

During the threesix months ended SeptemberJune 30, 2017, 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 SeptemberJune 30, 2017 2022 since December 31, 2016. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value as of September 30, 2017 and December 31, 2016:

Metals swaps and embedded customer derivatives – Determined by using Level 2 inputs that include the price of nickel indexed to the LME. The fair value is determined based on quoted market prices and reflects the estimated amounts the Company would pay or receive to terminate the nickel swaps.

Interest rate swaps – Based on the present value of the expected future cash flows, considering the risks involved, and using discount rates appropriate for the maturity date. Market observable Level 2 inputs are used to determine the present value of future cash flows.2021.

 

The following table presents information about the Company’sCompany’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

  

Value of Items Recorded at Fair Value

 
 

As of September 30, 2017

  

As of June 30, 2022

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                        

Metal Swaps

 $-  $70  $-  $70  $0  $3,444  $0  $3,444 

Total assets at fair value

 $-  $70  $-  $70  $0  $3,444  $0  $3,444 
                 

Liabilities:

                        

Embedded customer derivative

 $-  $40  $-  $40  $0  $3,996  $0  $3,996 

Interest rate swap (CTI)

  -   12   -   12 

Fixed interest rate hedge

  0   616   0   616 

Total liabilities recorded at fair value

 $-  $52  $-  $52  $0  $4,612  $0  $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

 $0  $2,286  $0  $2,286 

Total assets at fair value

 $0  $2,286  $0  $2,286 
                 

Liabilities:

                

Embedded customer derivatives

 $0  $2,178  $0  $2,178 

Fixed interest rate hedge

  0   2,661   0   2,661 

Total liabilities recorded at fair value

 $0  $4,839  $0  $4,839 

 

 

  

Value of Items Not Recorded at Fair Value

 
  

As of September 30, 2017

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Liabilities:

                

IRB

 $930  $-  $-  $930 

Revolver

  -   220,409   -   220,409 

Total liabilities not recorded at fair value

 $930  $220,409  $-  $221,339 

 

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


  

Value of Items Recorded at Fair Value

 
  

As of December 31, 2016

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Assets:

                

Embedded customer derivative

 $-  $113  $-  $113 

Total assets at fair value

 $-  $113  $-  $113 
                 

Liabilities:

                

Metals swaps

 $-  $113  $-  $113 

Interest rate swap (CTI)

  -   36   -   36 

Total liabilities recorded at fair value

 $-  $149  $-  $149 

  

Value of Items Not Recorded at Fair Value

 
  

As of December 31, 2016

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Liabilities:

                

IRB

 $1,825  $-  $-  $1,825 

Revolver

  -   164,599   -   164,599 

Total liabilities not recorded at fair value

 $1,825  $164,599  $-  $166,424 

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

 

The faircarrying value of the IRB is determined using Level 1 inputs. TheABL 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 and approximates fair value.

10.

Accumulated Other Comprehensive Loss:

On January 10, 2019, the fair valueCompany 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 IRB that qualify as financial instruments was $0.9 million and $1.8 millionoutstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at September 30, 2017 and December 31, 2016, respectively.

2.57%. The fair value of the revolverinterest rate hedge of $0.6 million, net of tax of $0.2 million is determined using Level 2 inputs. included in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets at June 30, 2022. The Level 2 fair value of the Company's long-term debtinterest rate hedge was estimated using prevailing market interest rates on debt with similar credit worthiness, terms and maturities.$2.7 million, net of tax of $0.7 million at December 31, 2021.

 

8.11.

Equity Plans::

 

Restricted Stock Units and Performance Share Units

 

Pursuant to the Amended and Restated Olympic Steel 2007 Omnibus Incentive Plan (the(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 Directorsdirectors of, and consultants to, the Company and its affiliates. UnderSince adoption of the Incentive Plan, 1,000,0001,400,000 shares of common stock are availablehave been authorized for equity grants.

 

On March 13, 2017 and May 1, 2016,an annual basis, the Compensation Committeecompensation committee of the Company’sCompany’s Board of Directors approved the grant of 3,501 and 3,094 restricted stock units (RSUs), respectively,awards RSUs to each non-employee Director.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 Boardboard of Directors. The fair value of each RSU was estimated to be the closing price of the Company’s common stock on the date of the grant, which was $19.99 and $22.62 on March 31, 2017 and May 1, 2016, respectively.directors.

 

On July 1, 2016,Prior to 2021, under the Company created a new Senior Management Stock Incentive Program (the New Plan) for certain participants. Under the New Plan, each eligible participant subject to the terms and conditions of the plan and the attainment of minimum performance requirements, can bewas 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-yearfive-year vesting period and the RSUs will 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. The carbon and specialty metals flat products segmentsDue to the COVID-19 pandemic, 0 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 NewSenior Manager Stock Incentive Plan. Under the C-Suite Plan, on July 1, 2016the Chief Executive Officer, the Chief Financial Officer and the tubularPresident and pipe products segment adopted the New Plan on January 1, 2017.


Prior to July 1, 2016, the Company’s Senior Management Compensation Program includedChief Operating Officer are eligible for participation. In each calendar year, eligible participants may be awarded a long-term incentive of both an equity component in order to encourage more ownership of common stock by the senior management (the Old Plan). The Old Plan imposed stock ownership requirements upon the participants. Each participant was required to own at least 750 shares of common stock for each year that the participant participated in the Old Plan. Any participant that failed to meet the stock ownership requirements would be ineligible to receive any equity awards under the Company’s equity compensation plans, including the Plan, until the participant satisfied the ownership requirements. To assist participants in meeting the stock ownership requirements, on an annual basis, ifRSU grant and a participant purchased 500 shares of common stock on the open market, the Company awarded that participant 250 shares of common stock. During 2016, the Company matched 2,500 shares. Additionally, any participant who continued to comply with the stock ownership requirements as of the five-year, 10-year, 15-year, 20-year and 25-year anniversaries of the participant’s participation in the Senior Management Compensation Program would receive a restrictedperformance stock unit (PSU) grant. The total long-term award with a dollar value of $25 thousand, $50 thousand, $75 thousand, $100 thousandtarget is $1.1 million for the Chief Executive Officer, $0.3 million for the Chief Financial Officer and $100 thousand, respectively. Restricted stock unit awards would$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 sharesone share of common stock upon a participant’s retirement, or earlier uponstock. During the participant’s death or disability or upon a change in controlfirst quarter of 2022, 20,000 RSUs and 20,000 PSUs were granted to the Company. The carbon and specialty metals flat products segments terminated this plan on July 1, 2016 andparticipants under the tubular and pipe products segment terminated the plan on January 1, 2017.C-Suite Plan.

 

As part of the termination of the Old Plan and the transition to the New Plan, participants were paid the RSU grants that were earned to date, or a pro-rata amount of the RSUs earned, depending on the participants’ length of time they participated in the plan. After the payment of the RSUs noted above, the remaining liability of approximately $1.0 million was reversed during 2016 in accordance with ASC No. 718.

During the third quarter of 2016, the Company adopted a formal RSU award program for employees who are promoted to an executive level position. During the third quarter of 2016, Andrew Greiff received 10,573 RSUs upon his promotion to Executive Vice President and Chief Operating Officer. These RSUs vest on the fifth anniversary of his promotion.

17

Stock-based compensation expense or income recognized on RSUs for the three and ninesix months ended SeptemberJune 30, 2017 2022 and 2016,2021, respectively, is summarized in the following table:

 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 

(in thousands, except per share data)

 

2017

  

2016

  

2017

  

2016

 

RSU expense before taxes of New Plan

 $141  $-  $408  $- 

RSU expense (income) before taxes of Old Plan

  -  $162  $-  $(170)

RSU expense (income) after taxes

 $97  $220  $294  $(39)
  

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 ninesix months ended SeptemberJune 30, 2017:2022 and 2021, respectively:

 

 

Number of

  

Weighted Average

  

As of June 30, 2022

  

As of June 30, 2021

 
 

Shares

  

Granted Price

  

Number of

 

Weighted Average

 

Number of

 

Weighted Average

 

Outstanding at December 31, 2016

  421,486  $19.92 
 

Shares

  

Granted Price

  

Shares

  

Granted Price

 

Outstanding at December 31

 576,867  $18.40  610,540  $18.25 

Granted

  73,021   20.01  35,558  26.72  20,604  23.29 

Converted into shares

  (7,658)  17.62  (3,580) 18.84  (2,422) 17.09 

Forfeited

  -   -   (3,351)  18.14   (5,086)  17.55 

Outstanding at September 30, 2017

  486,849  $19.97 

Vested at September 30, 2017

  421,849  $19.71 

Outstanding at June 30

  605,494  $18.89   623,636  $18.43 

Vested at June 30

  409,710  $20.17   414,090  $18.76 

9.12.

Income Taxes::

 

OurFor 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 ourthe quarterly estimate of ourthe annual effective tax rate is subject to significant volatility due to several factors, including variability in accurately predicting our income before taxesthe Company’s pre-tax and taxable income and loss 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, ourthe effective tax rate can be more or less volatile based on the amount of income before taxes.pre-tax income. For example, the impact of discrete items and non-deductible expenses on ourthe effective tax rate is greater when our income before taxes is lower. 

For the three months ended September 30, 2017, the Company recorded an income tax provision of $1.0 million, or 30.9% of pre-tax income compared to an income tax provision of $0.5 million on loss before taxes of $1.3 million for the three months ended September 30, 2016 resulting in an effective tax rate of negative 36.4%. The tax provision recorded for the three months ended September 30, 2017 included a $0.3 million favorable return to provision adjustment. The tax provision recorded for the three months ended September 30, 2016 is primarily a result of an increase in tax expense from state and local income taxes applied against forecasted income for 2016 and discrete tax expense recorded during the third quarter of 2016, applied against a net loss for the quarter.lower.

 


18

 

For the nine months ended September 30, 2017, the Company recorded an income tax provision of $5.7 million, or 28.0% of pre-tax income, compared to an income tax provision of $3.4 million, or 77.0%, for the nine months ended September 30, 2016. In the first quarter of 2017, the Company made an out-of-period adjustment to correct and record previously unrecognized deferred tax assets, and the associated tax benefit, related to the SERP. The adjustment, which accumulated since the inception of the plan in 2005, resulted in an increase to after-tax income of $1.9 million in the first quarter of 2017.  The Company determined that this adjustment was not material to its current or prior period consolidated financial statements. During the nine months ended September 30, 2016, the Company recorded a valuation allowance of $0.8 million to reduce certain state deferred tax assets to the amount that is more likely than not to be realized. The valuation allowance increased the Company’s effective tax rate by 18.3% for the nine months ended September 30, 2016.

10.13.

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 Nine Months Ended

  

For the Three Months Ended

 

For the Six Months Ended

 
 

September 30,

  

September 30,

  

June 30,

  

June 30,

 

(in thousands, except per share data)

 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 

Weighted average basic shares outstanding

  11,386   11,219   11,384   11,206  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

  11,386   11,219   11,384   11,206   11,545   11,504   11,540   11,501 

Net income

 $2,280  $(1,757) $14,776  $1,026 

Net income (loss)

 $37,624  $29,649  $74,926  $51,657 

Basic earnings per share

 $0.20  $(0.16) $1.30  $0.09  $3.26  $2.58  $6.49  $4.50 

Diluted earnings per share

 $0.20  $(0.16) $1.30  $0.09  $3.26  $2.58  $6.49  $4.49 

Anti-dilutive securities outstanding

  65   167   65   167 

Unvested RSUs

 196  210  196  210 

 

11. Segment Information:

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 0 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. NaN 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’sCompany’s chief operating decision maker (CODM) to assess performance and make operating and resource allocation decisions. OurThe CODM evaluates performance and allocates resources based primarily on operating income. Ourincome (loss). The operating segments are based primarily on internal management reporting.

 

The Company operates in three reportable segments; carbonspecialty metals flat products, specialty metalscarbon flat products, and tubular and pipe products. CertainThe 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 carbon and 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 carbon flat products segment and the specialty metals flat products segment based upon an established allocation methodology. Through its carbon flat products segment, the Company sells and distributes large volumes of processed carbon and coated flat-rolled sheet, coil and plate products. Through its specialty metals flat products segment, the Company sells and distributes processed aluminum and stainless flat-rolled sheet and coil products, flat bar products and fabricated parts. Through its tubular and pipe products segment, the Company distributes metal tubing, pipe, bar, valve and fittings and fabricates pressure parts supplied to various industrial markets.

 

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 three3 segments), including compensation for certain personnel, expenses related to being a publicly traded entity such as board of directorsdirectors’ expenses, audit expenses and various other professional fees.


 

The following table provides financial information by segment and reconciles the Company’sCompany’s operating income by segment to the consolidated income before income taxes for the three and ninesix months ended SeptemberJune 30, 2017 2022 and 2016.2021, respectively.

 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 

(in thousands)

 

2017

  

2016

  

2017

  

2016

 

Net sales

                

Carbon flat products

 $215,843  $169,372  $669,817  $503,928 

Specialty metals flat products

  57,554   49,539   173,789   144,898 

Tubular and pipe products

  58,045   49,344   178,924   151,386 

Total net sales

 $331,442  $268,255  $1,022,530  $800,212 
                 

Depreciation and amortization

                

Carbon flat products

 $2,493  $2,795  $8,287  $8,737 

Specialty metals flat products

  185   203   609   586 

Tubular and pipe products

  1,403   1,372   4,211   4,499 

Corporate

  25   25   76   76 

Total depreciation and amortization

 $4,106  $4,395  $13,183  $13,898 
                 

Operating income (loss)

                

Carbon flat products

 $3,698  $(3,613) $18,312  $(122)

Specialty metals flat products

  2,074   3,003   8,918   7,326 

Tubular and pipe products

  1,608   2,773   6,439   7,149 

Corporate expenses

  (2,094)  (2,136)  (7,699)  (5,952)

Total operating income

 $5,286  $27  $25,970  $8,401 

Other income (loss), net

  (22)  21   (76)  (42)

Income before interest and income taxes

  5,264   48   25,894   8,359 

Interest and other expense on debt

  1,966   1,336   5,380   3,895 

Income (loss) before income taxes

 $3,298  $(1,288) $20,514  $4,464 

  

For the Three Months Ended

  

For the Nine Months Ended

 
  

September 30,

  

September 30,

 

(in thousands)

 

2017

  

2016

  

2017

  

2016

 

Capital expenditures

                

Flat products segments

 $1,110  $1,145  $4,292  $3,930 

Tubular and pipe products

  891   593   2,178   1,405 

Total capital expenditures

 $2,001  $1,738  $6,470  $5,335 
  

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 

 

 

 As of  

For the Six Months Ended

 
 September 30,  December 31,  

June 30,

 
(in thousands) 2017  2016  

2022

  

2021

 
Total assets        

Capital expenditures

 
Flat products segments $427,786  $363,626  $8,236  $3,496 
Tubular and pipe products  196,834   192,088  1,786  1,083 
Corporate  278   354   0   0 
Total assets $624,898  $556,068 

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, specialty metals products and tubular and pipe products segments.

 

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


12. Recently Issued Accounting Updates:

��

In May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No 2017-09, “Compensation – Stock Compensation (Topic 718)”. This ASU provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This Update is the final version of proposed Accounting Standards Update 2016-360, “Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting,” which has been deleted. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. The adoption of this ASU is not expected to materially impact our consolidated financial statements.

In August 2016, the FASB issued Accounting Standards Update (ASU) No 2016-15, “Classification of certain cash receipts and cash payments”. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted. The adoption of this ASU is not expected to materially impact our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which specifies the accounting for leases. The objective is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing and uncertainty of cash flows arising from a lease. This ASU introduces the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The guidance will be effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. We are in the process of evaluating the impact of the future adoption of this standard on our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This ASU is a joint project initiated by the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. generally accepted accounting principles and International Financial Reporting Standards that will: remove inconsistencies and weaknesses in revenue requirements; provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; provide more useful information to users of financial statements through improved disclosure requirements; and simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. As originally proposed, the guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The modified retrospective adoption of this ASU is not expected to materially impact our consolidated financial statements. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers.” This ASU deferred the effective date of ASU No. 2014-09 until annual reporting periods beginning after December 15, 2017.

 

20


 

Item 2. Management’sManagements 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’sManagement’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, 2016.2021. 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, 2016.2021, 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’smanagement’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:

 

 

generalrisks of falling metals prices and global business, economic, financial and political conditions;inventory devaluation;

 

competitive factors such assupply disruptions and inflationary pressures, including the availability global production levels and pricingrising costs of metals, industry shippingtransportation and inventory levelslogistical services and rapid fluctuations in customer demand and metals pricing;labor;

 

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

 

fluctuations in the valuerisks associated with shortages of the U.S. dollarskilled labor, increased labor costs and the related impact on foreign steel pricing, U.S. exports,our ability to attract and foreign imports to the United States;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 any associatedthe tariffs initiated by the U.S. government in 2018 under Section 232 of the Trade Expansion Act of 1962 and imposed tariffs and duties;

duties on exported steel or other products, U.S. trade policy and its impact on the U.S. manufacturing industry;
 

the availability and costs of transportation and logistical services;

the successes of our efforts and initiatives to increase sales and earnings, maintain or improve working capital turnover and free cash flows, improve our customer service, and achieve cost savings;

our ability to generate free cash flow through operations and repay debt within anticipated time frames;

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 additional impairment charges related to indefinite lived intangible assets;

events or circumstances that could adversely impact the successful operation of our processing equipment and operations;

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

the successes of our operational initiatives to improve our operating, cultural and management systems and reduce our costs;

the ability to comply with the terms of our asset-based credit facility;

the ability of our customers and third parties to honor their agreements related to derivative instruments;

customer, supplier and competitor consolidation, bankruptcy or insolvency;

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

the impacts of union organizing activities and the success of union contract renewals;

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

the ability of our customers (especially those that may be highly leveraged, and those with inadequate liquidity) to maintain their credit availability;

the inflation or deflation existing within the metals industry, as well as our 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 adequacy ofamounts, successes and our effortsability to mitigate cyber security riskscontinue our capital investments and threats;


strategic growth initiatives, including acquisitions and our business information system implementations;

access to capital and global credit markets;

 

our ability to pay regular quarterly cash dividendssuccessfully 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 amountssuccess of union contract renewals;

changes in laws or regulations or the manner of their interpretation or enforcement could impact our financial performance and timingrestrict our ability to operate our business or execute our strategies;

events or circumstances that could impair or adversely impact the carrying value of any future dividends;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; and

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.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; carbonspecialty metals flat products, specialty metalscarbon flat products, and tubular and pipe products. We provide metals processing and distribution services for a wide range of customers. 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. 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.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 Mexico and Central and South America.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;conditions; fluctuations in the value of the U.S. dollar to foreign currencies, competition;competition; metals pricing, demand and availability;availability; transportation and energy prices;costs; pricing and availability of raw materials used in the production of metals;metals; global supply, the level of metals imported into the United States, tariffs, and inventory held in the supply chain; customerschain; the availability and increased costs of labor; customers’ ability to manage their credit line availability;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. WeFrom time to time, we have entered into nickel and carbon swaps at the request of our customers in order to mitigate our customers’ risk of volatility in the price of metals, and we have entered into metals hedges to mitigate our 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 SeptemberJune 30, 2017,2022, we employed approximately 1,6601,644 people. Approximately 270170 of the hourly plant personnel at the facilities listed below are represented by nineseven separate collective bargaining units. The table below shows the expiration dates of the collective bargaining agreements.

 

Facility

Expiration date

Duluth, MinnesotaHammond, Indiana

December 21, 2017November 30, 2024

Locust, North Carolina

March 4, 2025

St. Paul, Minnesota

May 25, 2018

Milan, Illinois

August 12, 2018

Locust, North Carolina

March 4, 20202025

Romeoville, Illinois

May 31, 20202025

Minneapolis coil,(coil), Minnesota

September 30, 20202025

Indianapolis, Indiana

January 29, 20212026

Minneapolis plate,(plate), Minnesota

March 31, 20222027

Detroit, Michigan

August 31, 2022

 

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

 

The Company operatesWe operate in three reportable segments; carbonsegments; specialty metals flat products, specialty metalscarbon flat products, and tubular and pipe products. The carbonspecialty metals flat products segment and the specialty metalscarbon flat products segment are at times consolidated and referred to as the flat products segment. Some of the flat products segmentssegments’ assets and resources are shared by the carbonspecialty metals and specialty metalscarbon 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 carbonspecialty metals flat products segment and the specialty metalscarbon 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 segmentssegments’ average selling price and the cost of materials sold. The tubular and pipe products segment generally has the highest average selling price among the three segments followed by the specialty metals flat products and carbon flat products segments. 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.

 

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. 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.


Combined, the carbon and specialty metals flat products segments have 20 strategically-located34 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 nineseven locations in the midwesternMidwestern 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 directorsdirectors’ expenses, audit expenses and various other professional fees.

 

24

 

Results of Operations

 

Our results of operations are impacted by the market price of metals. Over the past 24 months, metalsMetals prices have fluctuatedfluctuate 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. Metals market 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 inand average cost of materials sold were higher during the thirdsecond quarter and first ninesix months of 2017 were approximately 5% and 20% higher, respectively,2022 than metals marketduring the same periods of 2021. Metals prices in our specialty metals products segment increased during 2022 compared to 2021 due to the thirdunprecedented increase in metal surcharges experienced during the second quarter of 2022. Stainless surcharges increased during the second quarter of 2022 by 32.2% and first nine months of 2016. Average quarterly metals market pricesincreased during 2017 have remained relatively flat after increasing in the first quarter.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. Our year over year net sales and earnings comparisons were positively impacted by the price increases and improved customer demand during the first nine months of 2017, and increased sales volume of products that we sell.

 

During the second quarter of 2017, we announced the permanent closure of our carbon flat products segment’s Siler City, North Carolina operation. The facility ceased operations in July 2017. The land and building associated with the operation is classified as Assets held for sale on the accompanying Consolidated Balance Sheets. The operating loss related to the Siler City, North Carolina operation was $1.2 million for the nine months ended September 30, 2017.


Consolidated Operations

 

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

 

 

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 
     

% of net

sales

      

% of net

sales

      

% of net

sales

      

% of net

sales

   $  

% of net

sales

  $  

% of net

sales

  $  

% of net

sales

  $  

% of net

sales

 

Net sales

 $331,442   100.0  $268,255   100.0  $1,022,530   100.0  $800,212   100.0  $709,176  100.0  $556,077  100.0  $1,405,509  100.0  $1,019,201  100.0 

Cost of materials sold (a)

  265,351   80.1   211,037   78.7   806,846   78.9   616,545   77.0   560,546   79.0   428,704   77.1   1,115,653   79.4   783,368   76.9 

Gross profit (b)

  66,091   19.9   57,218   21.3   215,684   21.1   183,667   23.0  148,630  21.0  127,373  22.9  289,856  20.6  235,833  23.1 

Operating expenses (c)

  60,805   18.3   57,191   21.3   189,714   18.6   175,266   21.9   94,765   13.4   84,936   15.3   182,869   13.0   161,807   15.8 

Operating income

 $5,286   1.6  $27   0.0  $25,970   2.5  $8,401   1.1   53,865   7.6   42,437   7.6   106,987   7.6   74,026   7.3 

Other income (loss), net

  (22)  (0.0)  21   0.0   (76)  (0.0)  (42)  (0.0) (15) (0.0) 1  (0.0) (21) (0.0) (9) (0.0)

Interest and other expense on debt

  1,966   0.6   1,336   0.5   5,380   0.5   3,895   0.5   2,271   0.3   2,017   0.4   4,269   0.3   3,671   0.4 

Income (loss) before income taxes

  3,298   1.0   (1,288)  (0.5)  20,514   2.0   4,464   0.6 

Income before income taxes

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

Income taxes

  1,018   0.3   469   0.2   5,738   0.6   3,438   0.4   13,955   2.0   10,772   1.9   27,771   2.0   18,689   1.8 

Net income (loss)

  2,280   0.7   (1,757)  (0.7)  14,776   1.4   1,026   0.2 

Net income

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

 

(a) Includes $700$4,000 and $1,475$5,000 of LIFO expense for the three and ninesix months ended SeptemberJune 30, 2017,2021, respectively.  Includes $700 of LIFO income recorded in the three and nine months ended September 30,  2016.

(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.

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

 

Net sales increased $63.1 million, or 23.6%,27.5% to $331.4$709.2 million in the thirdsecond quarter of 20172022 from $268.3$556.1 million in the thirdsecond quarter of 2016. Carbon flat products net sales were 65.1% of total net sales in the third quarter of 2017 compared to 63.1% of total net sales in the third quarter of 2016.2021. Specialty metals flat products net sales were 17.4%32.0% of total net sales in the thirdsecond quarter of 20172022 compared to 18.5%24.8% of total net sales in the thirdsecond quarter of 2016.2021. 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 17.5%15.7% of total net sales in the thirdsecond quarter of 20172022 compared to 18.4%16.6% of total net sales in the thirdsecond quarter of 2016.2021. The increase in net sales was due to a 13.4% increase in sales volume and an 8.9%consolidated 45.0% increase in average selling prices during the thirdsecond quarter of 20172022 compared to the third quarter of 2016. Average selling prices increased sequentially from the second quarter of 20172021, partially offset by approximately 2.2%. Salesa 12.1% consolidated decrease in volume. During the second quarter and first six months of 2022, our sales volumes and average sellingwere negatively impacted by the sale of our Detroit operations on September 17, 2021. We expect metals prices increased in all three operating segmentsto decrease during the third quarter of 20172022 compared to the thirdsecond quarter of 2016 as discussed above.2022.

 

Net sales increased $222.3 million, or 27.8%,37.9% to $1.4 billion in the first six months of 2022 from $1.0 billion duringin the ninefirst six months ended September 30, 2017 from $800.2 million during the nine months ended September 30, 2016. Carbonof 2021. Specialty metals flat products net sales were 65.5%30.3% of total net sales in the first ninesix months of 20172022 compared to 63.0%25.9% of total net sales in the first ninesix months of 2016. Specialty metals2021. Carbon flat products net sales were 17.0%53.4% of total net sales in the first ninesix months of 20172022 compared to 18.1%56.1% of total net sales in the first ninesix months of 2016.2021. Tubular and pipe products net sales were 17.5%16.3% of total net sales in the first ninesix months of 20172022 compared to 18.9%18.0% of total net sales in the first ninesix months of 2016.2021. The increase in net sales was due to a 13.2%consolidated 59.3% increase in average selling prices and a 12.9% increase in sales volume during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Sales volumes and average selling prices increased in all three operating segments during the first ninesix months of 20172022 compared to the first ninesix months of 2016.2021, 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 $54.4 million, or 25.8%,30.8% to $265.4$560.5 million in the thirdsecond quarter of 20172022 from $211.0$428.7 million in the thirdsecond quarter of 2016.2021. Cost of materials sold increased $190.342.4% to $1.1 billion in the first six months of 2022 from $783.4 million or 30.9%, to $806.8 million duringin the ninefirst six months ended September 30, 2017, from $616.5 million during the nine months ended September 30, 2016.of 2021. The increase in cost of materials sold in the thirdsecond quarter and first ninesix months of 20172022 is related to the increased metals pricing discussed above and increased sales volume.in Results of Operations.

 

As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) decreased to 19.9%21.0% in the thirdsecond quarter of 2017 compared to 21.3%2022 from 22.9% in the thirdsecond quarter of 2016. Gross profit for the carbon flat products segment increased by 0.1% in the third quarter of 2017 compared to the third quarter of 2016. Gross profit for the specialty metals flat products segment and tubular and pipe products segment decreased by 3.2% and 4.8%, respectively, for the third quarter of 2017 compared to the third quarter of 2016.2021. As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) decreased to 21.1%20.6% in the ninefirst six months ended September 30, 2017 compared to 23.0%of 2022 from 23.1% in the ninefirst six months ended September 30, 2016. Grossof 2021. The decrease in the gross profit decreased for the nine months ended September 30, 2017 comparedas a percentage of net sales is due to the nine months ended September 30, 2016 by 1.7% foraverage cost of inventory increasing more than the carbon flat products segment, 0.7% for the specialty metals flat products segment and 3.2% for the tubular and pipe products segment.average selling prices.


 

Operating expenses in the thirdsecond quarter of 20172022 increased $3.6$9.8 million, or 6.3%11.6%, to $60.8$94.8 million from $57.2$84.9 million in the thirdsecond quarter of 2016.2021. As a percentage of net sales, operating expenses decreased to 18.3%13.4% for the thirdsecond quarter of 20172022 from 21.3%15.3% in the comparable 2016 period.second quarter of 2021. Operating expenses in the carbon flat products segment increased $2.0 million, operating expenses in the specialty metals flat products segment increased $0.4$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 $1.3$0.4 million and Corporate expenses remained flatincreased $0.8 million in the second quarter of 2022 compared to the thirdsecond quarter of 2016. Operating expenses increased2021. The increase in all categories, except for depreciation expense, as reported on the Company’s Consolidated Statements of Comprehensive Income. Variable operating expenses such as distribution and warehouse and processing,was primarily attributable to increased $2.1 million, or 7.2%, primarilyvariable performance-based incentive compensation, the inclusion of operating expenses related to the 13.4% volume increase. SellingOctober 2021 acquisition of Shaw and administrativeinflationary impacts on labor, transportation and generalother product support costs, partially offset by the decrease in operating expenses increased $1.8 million, or 8.4%, primarily relateddue to increased variable performance based incentive compensation and increased direct sales representation.the sale of our Detroit operations on September 17, 2021.

 

Operating expenses in the first ninesix months of 20172022 increased $14.4$21.1 million, or 8.2%13.0%, to $189.7$182.9 million from $175.3$161.8 million in the first ninesix months of 2016.2021. As a percentage of net sales, operating expenses decreased to 18.6%13.0% in the first ninesix months of 20172022 from 21.9% for15.9% in the first ninesix months of 2016.2021. Operating expenses in the carbon flat products segment increased $7.1 million, operating expenses in the specialty metals flat products segment increased $1.6$18.9 million, operating expenses in the carbon flat products segment increased $0.2 million, operating expenses in the tubular and pipe products segment increased $4.0decreased $0.4 million and Corporate expenses increased $1.7$2.3 million in the first six months of 2022 compared to the ninefirst six months ended September 30, 2016. Operating expenses increasedof 2021. The increase in all categories, except for depreciation expense, as reported on the Company’s Consolidated Statements of Comprehensive Income. Variable operating expenses such as distribution and warehouse and processing,was primarily attributable to increased $8.1 million, or 9.0%, primarilyvariable performance-based incentive compensation, the inclusion of operating expenses related to the 12.9% volume increase. SellingOctober 2021 acquisition of Shaw and administrativeinflationary impacts on labor, transportation and generalother product support costs, partially offset by the decrease in operating expenses increased $7.1 million, or 10.8%, primarily relateddue to increased variable performance based incentive compensationthe sale of our Detroit operations on September 17, 2021 and increased direct sales representation.by the gain on the sale of the Milan, Iowa facility in the first quarter of 2022.

 

Interest and other expense on debt totaledtotaled $2.3 million, or 0.3% of net sales, in the second quarter of 2022 compared to $2.0 million, or 0.6%0.4% of net sales, forin the thirdsecond quarter of 2017 compared to $1.3 million, or 0.5% of net sales, for the third quarter of 2016.2021. Interest and other expense on debt totaled $5.4$4.3 million, or 0.5%0.3% of net sales, forin the first ninesix months of 20172022 compared to $3.9$3.7 million, or 0.5%0.4% of net sales, forin the first ninesix months of 2016.2021. 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 3.0%2.5% for the first ninesix months of 20172022 compared to 2.4%2.9% for the first ninesix months of 2016 due to the increases in LIBOR rates since 2016. Total average borrowings increased $49 million, or 33.6%, from $149 million in the first nine months of 2016 to $198 million in the first nine months of 2017, primarily related to increased working capital needs in 2017.2021.

 

ForIn the thirdsecond quarter of 2017,2022, income before income taxes totaled $3.3$51.6 million compared to lossincome before income taxes of $1.3$40.4 million in the thirdsecond quarter of 2016. For2021. In the first ninesix months of 2017,2022, income before income taxes totaled $20.5$102.7 million compared to $4.5income before income taxes of $70.3 million in the first ninesix months of 2016.2021.

 

An income tax provision of 30.9%27.1% was recorded for the thirdsecond quarter of 2017,2022, compared to an income tax provision of $0.5 million on loss before income taxes of $1.3 million26.6% for the thirdsecond quarter of 2016 resulting in an effective tax rate of negative 36.4%,2021. An income tax provision of 28.0%27.0% was recorded for the first ninesix months of 2017,2022, compared to 77.0%an income tax provision of 26.6% for the first ninesix months of 2016. During the quarter ended March 31, 2017, we made an out-of-period adjustment to correct and record previously unrecognized deferred tax assets, and the associated tax benefit, related to the Supplemental Executive Retirement Plan. The adjustment, which accumulated since the inception of the plan in 2005, resulted in an increase to after-tax income of $1.9 million in the first quarter of 2017.  During the nine months ended September 30, 2016, we recorded a valuation allowance of $0.8 million to reduce certain state deferred tax assets to the amount that is more likely than not to be realized. The valuation allowance increased the effective tax rate by 18.3% for the nine months ended September 30, 2016.2021. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items that are taken into accountconsidered 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 thirdsecond quarter of 20172022 totaled $2.3$37.6 million, or $0.20$3.26 per basic share and diluted share, compared to net lossincome of $1.8$29.6 million, or $0.16$2.58 per basic and diluted share, for the thirdsecond quarter of 2016.2021. Net income for the first ninesix months of 20172022 totaled $14.8$74.9 million, or $1.30$6.49 per basic share and diluted share, compared to $1.0net income of $51.7 million, or $0.09$4.50 per basic and $4.49 per diluted share, for the first ninesix months of 2016.2021.

 


26

 

Segment Operations

Carbon fSpecialty metals flat productslat products

 

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

 

 

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 
     

 

% of

net sales

      

% of net

sales

      

% of net

sales

      

% of net

sales

      

% of net

sales

     

% of net

sales

     

% of net

sales

     

% of net

sales

 

Direct tons sold

  256,550       226,152       822,330       723,019      37,345   38,198   74,173   77,795  

Toll tons sold

  20,876       16,381       67,346       58,811       1,041    1,990    2,657    4,280  

Total tons sold

  277,426       242,533       889,676       781,830       38,386    40,188    76,830    82,075  
                                 

Net sales

 $215,843   100.0  $169,372   100.0  $669,817   100.0  $503,928   100.0  $226,964  100.0  $138,035  100.0  $426,443  100.0  $264,354  100.0 

Average selling price per ton

  778       698       753       645      5,913   3,435   5,550   3,221  

Cost of materials sold

  173,560   80.4   136,378   80.5   532,383   79.5   392,042   77.8   164,441   72.5   107,587   77.9   305,431   71.6   211,121   79.9 

Gross profit (a)

  42,283   19.6   32,994   19.5   137,434   20.5   111,886   22.2  62,523  27.5  30,448  22.1  121,012  28.4  53,233  20.1 

Operating expenses (b)

  38,585   17.9   36,607   21.6   119,122   17.8   112,008   22.2   26,050   11.5   16,746   12.1   50,455   11.8   31,509   11.9 

Operating income (loss)

 $3,698   1.7  $(3,613)  (2.1) $18,312   2.7  $(122)  (0.0)

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 carbonspecialty metals flat products segment increased 35 thousand tons, or 14.4%,decreased 4.5% to 27738 thousand in the thirdsecond quarter of 20172022 from 24340 thousand in the thirdsecond quarter of 2016.2021. Tons sold by our carbonspecialty metals flat products segment increased 108 thousand tons, or 13.8%,decreased 6.4% to 89077 thousand in the first ninesix months of 20172022 from 78282 thousand in the first ninesix months of 2016.2021. The increasedecrease in tons sold iswas primarily due to improved customer demand in the markets we serve. Industry-wide shipments increased year over year in the first nine monthssale of 2017.our Detroit operations on September 17, 2021.

 

Net sales in our carbonspecialty metals flat products segment increased $46.5$88.9 million, or 27.4%64.4%, to $215.8$227.0 million in the thirdsecond quarter of 20172022 from $169.4$138.0 million in the thirdsecond quarter of 2016.2021. The increase in sales was due to a 14.4% increase in sales volume and an 11.4%72.1% increase in average selling prices offset by a 4.5% decrease in sales volume during the thirdsecond quarter of 2017,2022 compared to the thirdsecond quarter of 2016.2021. Average selling prices in the thirdsecond quarter of 20172022 were $778$5,913 per ton, compared with $698 per ton in the third quarter of 2016, and $769$3,435 per ton in the second quarter of 2017.2021, 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 carbonspecialty metals flat products segment increased $165.9$162.1 million, or 32.9%61.3%, to $669.8$426.4 million in the first ninesix months of 20172022 from $503.9$264.4 million in the first ninesix months of 2016.2021. The increase in sales was due to a 16.8%72.3% increase in average selling prices andoffset by a 13.8% increase6.4% decrease in sales volume.volume during the first six months of 2022 compared to the first six months of 2021. Average selling prices in the first ninesix months of 20172022 were $753$5,550 per ton, compared with $645$3,221 per ton in the first ninesix months of 2016.2021. 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 $37.2$56.9 million, or 27.3%52.8%, to $173.6$164.4 million in the thirdsecond quarter of 20172022 from $136.4$107.6 million in the thirdsecond quarter of 2016.2021. 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 a 14.4% increase in sales volume and the increased costindustry metals pricing discussed above in Results of metals during 2017 compared to 2016.

Cost of materials sold increased $140.3 million, or 35.8%, to $532.4 million in the first nine months of 2017 from $392.0 million in the first nine months of 2016. The increase in cost of materials sold was due to a 13.8% increase in sales volume and increased metals cost during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.Operations.

 

As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) increased to 19.6% in the third quarter of 2017, compared to 19.5% in the third quarter of 2016. Gross profit per ton increased $16 per ton to $152 per ton in the third quarter of 2017 from $136 per ton in the third quarter of 2016, and decreased $2 per ton from $154 per ton27.5% in the second quarter of 2017.


2022 from 22.1% in the second quarter of 2021. As a percentage of net sales, gross profit decreased to 20.5%(as defined in footnote (a) in the nine months ended September 30, 2017 comparedtable above) increased to 22.2%28.4% in the ninefirst six months ended September 30, 2016. Gross profit per ton increased $11 per ton to $154 per tonof 2022 from 20.1% in the ninefirst six months ended September 30, 2017 from $143 per tonof 2021. The increase in the nine months ended September 30, 2016.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 in the third quarter of 2017 increased $2.0$9.3 million, or 5.4%55.6%, to $38.6 million from $36.6$26.1 million in the thirdsecond quarter of 2016.2022 from $16.7 million in the second quarter of 2021. As a percentage of net sales, operating expenses decreased to 17.9% for11.5% in the thirdsecond quarter of 2017 from 21.6%2022 compared to 12.1% in the comparable 2016 period.second quarter of 2021. Operating expenses in the first nine months of 2017 increased $7.1$18.9 million, or 6.4%60.1%, to $119.1 million from $112.0$50.5 million in the first ninesix months of 2016.2022 from $31.5 million in the first six months of 2021. As a percentage of net sales, operating expenses decreased to 17.8% for11.8% in the first ninesix months of 2017 from 22.2%2022 compared to 11.9% in the comparable 2016 period.first six months of 2021. The percentage increase in operating expense inexpenses was primarily attributable to the third quarter and first nine monthsinclusion of 2017 were less than the volume increases during the same periods. Variable operating expenses such as distributionrelated to the October 1, 2021 acquisition of Shaw Stainless, inflationary impacts on labor, transportation and warehouseother product support costs and processing, increased as a result of increased sales volume. Selling and administrative and general expenses increased primarily as a result of increased variable performance basedperformance-based incentive compensation.

 

Operating income forin the thirdsecond quarter of 20172022 totaled $3.7$36.5 million, or 1.7%16.1% of net sales, compared to operating loss of $3.6$13.7 million, or 2.1%9.9% of net sales, forin the thirdsecond quarter of 2016.2021. Operating income forin the ninefirst six months ended September 30, 2017of 2022 totaled $18.3$70.6 million, or 2.7%16.5% of net sales, compared to operating loss of $0.1$21.7 million, or 0.0%,8.2% of net sales, forin the ninefirst six months ended September 30, 2016.of 2021.

 

Specialty metalsCarbon flat products flat products

 

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

 

 

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 
     

 

% of net

sales

      

% of net

sales

      

% of net

sales

      

% of net

sales

      

% of net

sales

     

% of net

sales

     

% of net

sales

     

% of net

sales

 

Direct tons sold

  23,253       21,636       68,931       63,171      202,700   227,596   402,521   453,644  

Toll tons sold

  -       46       54       102       7,904    16,787    14,166    30,587  

Total tons sold

  23,253       21,682       68,985       63,273       210,604    244,383    416,687    484,231  
                                 

Net sales

 $57,554   100.0  $49,539   100.0  $173,789   100.0  $144,898   100.0  $370,665  100.0  $325,511  100.0  $750,214  100.0  $571,884  100.0 

Average selling price per ton

  2,475       2,285       2,519       2,290      1,760   1,332   1,800   1,181  

Cost of materials sold

  50,083   87.0   41,547   83.9   148,413   85.4   122,733   84.7   310,633   83.8   249,934   76.8   638,346   85.1   434,106   75.9 

Gross profit (a)

  7,471   13.0   7,992   16.1   25,376   14.6   22,165   15.3  60,032  16.2  75,577  23.2  111,868  14.9  137,778  24.1 

Operating expenses (b)

  5,397   9.4   4,989   10.0   16,458   9.5   14,839   10.2   44,414   12.0   45,143   13.9   86,375   11.5   86,145   15.1 

Operating income

 $2,074   3.6  $3,003   6.1  $8,918   5.1  $7,326   5.1  $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 specialty metalscarbon flat products segment increased one thousand tons, or 7.2%,decreased 13.8% to 23211 thousand in the thirdsecond quarter of 20172022 from 22244 thousand in the thirdsecond quarter of 2016.2021. Tons sold by our specialty metalscarbon flat products segment increased six thousand tons, or 9.0%,decreased 13.9% to 69417 thousand in the ninefirst six months ended September 30, 2017of 2022 from 63484 thousand in the ninefirst six months ended September 30, 2016.of 2021. The increasedecrease in tons sold is primarily due to improved customer demand in the markets we serve. Industry-wide shipments increased year over year in the third quarter and first nine monthssale of 2017. The specialty metals flat products segment increased its market share for stainless products in the first nine months of 2017.our Detroit operations on September 17, 2021.

 

Net sales in our specialty metalscarbon flat products segment increased $8.0$45.2 million, or 16.2%13.9%, to $57.6$370.7 million in the thirdsecond quarter of 20172022 from $49.5$325.5 million in the thirdsecond quarter of 2016.2021. The increase in sales was dueattributable to an 8.3%a 32.1% increase in average selling prices and a 7.2% increase in sales volume during the thirdsecond quarter of 20172022 compared to the thirdsecond quarter of 2016.2021, partially offset by a 13.8% decrease in tons sold. Average selling prices in the thirdsecond quarter of 2017 were $2,4752022 increased to $1,760 per ton, compared to $2,285 per ton in the third quarter of 2016 and $2,586with $1,332 per ton in the second quarter of 2017.2021 and $1,842 per ton in the first quarter of 2022.

 

Net sales in our specialty metalscarbon flat products segment increased $28.9$178.3 million, or 19.9%31.2%, to $173.8$750.2 million in the first ninesix months of 20172022 from $144.9$571.9 million in the first ninesix months of 2016.2021. The increase in sales was dueattributable to a 10.0%52.4% increase in average selling prices andin the first six months of 2022 compared to the first six months of 2021, partially offset by a 9.0% increase13.9% decrease in sales volume.tons sold. Average selling prices in the first ninesix months of 2017 were $2,5192022 increased to $1,800 per ton, compared with $2,290$1,181 per ton in the first ninesix months of 2016.2021.

 

Cost of materials sold increased $8.5$60.7 million, or 20.5%24.3%, to $50.1$310.6 million in the thirdsecond quarter of 20172022 from $41.5$249.9 million in the thirdsecond quarter of 2016.2021. 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 cost and a 7.2% increasediscussed above in sales volume in the third quarterResults of 2017 compared to the third quarter of 2016.Operations.

 


28

Cost of materials sold increased $25.7 million, or 20.9%, to $148.4 million in the first nine months of 2017 from $122.7 million in the first nine months of 2016. The increase in cost of materials sold was due to increased metals cost and a 9.0% increase in sales volume during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.


 

As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) decreased to 13.0%16.2% in the thirdsecond quarter of 2017 from 16.1 %2022 compared to 23.2% in the thirdsecond quarter of 2016.2021. As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) decreased to 14.6%14.9% in the ninefirst six months ended September 30, 2017 from 15.3%of 2022 compared to 24.1% in the ninefirst six months ended September 30, 2016.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 thirdsecond quarter of 2017 increased $0.42022 decreased $0.7 million, or 8.2%1.6%, to $5.4$44.4 million from $5.0$45.1 million in the thirdsecond quarter of 2016. As a percentage of net sales, operating expenses decreased to 9.4% of net sales for the third quarter of 2017 compared to 10.0% of net sales for the third quarter of 2016.

2021. Operating expenses in the first ninesix months of 20172022 increased $1.6$0.2 million, or 10.9%0.2%, to $16.5$86.4 million from $14.8$86.1 million in the first ninesix months of 2016. As a percentage of net sales, operating expenses decreased to 9.5% of net sales for the nine months ended September 30, 2017 compared to 10.2% for the nine months ended September 30, 2016. For both the three and nine months ended September 30, 2017 variable operating expenses, such as distribution and warehouse and processing increased as a result of higher sales volumes. Selling and administrative and general expenses increased primarily as a result of increased variable based incentive compensation related to the increased sales volume and gross profit.2021.

 

Operating income forin the thirdsecond quarter of 20172022 totaled $2.1$15.6 million, or 3.6% of net sales, compared to $3.0 million, or 6.1% of net sales, for the third quarter of 2016. Operating income for the nine months ended September 30, 2017 totaled $8.9 million, or 5.1%4.2% of net sales, compared to operating income of $7.3$30.4 million, or 5.1%9.3% of net sales, forin the ninesecond quarter of 2021. Operating income in the first six months ended September 30, 2016.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 September 30,

  

For the Nine Months Ended September 30,

  

For the Three Months Ended June 30,

  

For the Six Months Ended June 30,

 
 

2017

  

2016

  

2017

  

2016

  

2022

  

2021

  

2022

  

2021

 
     

% of net

sales

      

% of net

sales

      

% of net

sales

      

% of net

sales

   $  

% of net

sales

  $  

% of net

sales

   $  

% of net

sales

   $  

% of net

sales

 

Net sales

 $58,045   100.0  $49,344   100.0  $178,924   100.0  $151,386   100.0  $111,547  100.0  $92,531  100.0  $228,852  100.0  $182,963  100.0 

Cost of materials sold (a)

  41,708   71.9   33,112   67.1   126,050   70.4   101,770   67.2   85,472   76.6   71,183   76.9   171,876   75.1   138,141   75.5 

Gross profit (b)

  16,337   28.1   16,232   32.9   52,874   29.6   49,616   32.8  26,075  23.4  21,348  23.1  56,976  24.9  44,822  24.5 

Operating expenses (c)

  14,729   25.3   13,459   27.3   46,435   26.0   42,467   28.1   18,775   16.8   18,309   19.8   35,094   15.3   35,463   19.4 

Operating income

 $1,608   2.8  $2,773   5.6  $6,439   3.6  $7,149   4.7  $7,300   6.5  $3,039   3.3  $21,882   9.7  $9,359   5.2 

 

(a) Includes $700$4,000 and $1,475$5,000 of LIFO expense for the three and ninesix months ended SeptemberJune 30, 2017, respectively and $700 of LIFO income for the three and nine months ended September 30, 2016.2021, 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 are calculated as total costs and expenses less the cost of materials sold.

 

 

Net sales increased $8.7$19.0 million, or 17.6%20.6%, to $58.0$111.5 million in the thirdsecond quarter of 20172022 from $49.3$92.5 million in the thirdsecond quarter of 2016.2021. The increase is a result of a 8.7%30.2% increase in average selling prices andoffset by a 8.2% increase7.4% decrease in salesshipping volume during the thirdsecond quarter of 20172022 compared to the thirdsecond quarter of 2016.

2021. Net sales increased $27.5$45.9 million, or 18.2%25.1%, to $178.9$228.9 million in the ninefirst six months ended September 30, 2017of 2022 from $151.4$183.0 million in the ninefirst six months ended September 30, 2016.of 2021. The increase in net sales is a result of a 12.5%53.5% increase in average selling prices andoffset by a 5.0 % increase18.5% decrease in salesshipping volume during the first nine monthssecond quarter of 20172022 compared to the first nine monthssecond quarter of 2016.2021. We expect metals prices to decrease in the third quarter of 2022 as discussed above in Results of Operations.

 

Cost of materials sold increased $8.6$14.3 million, or 26.0%20.1%, to $41.7$85.5 million in the thirdsecond quarter of 20172022 from $33.1$71.2 million in the thirdsecond quarter of 2016. During the third quarter of 2017, we recorded LIFO expense of $0.7 million compared to $0.7 million of LIFO income recorded in the third quarter of 2016.


2021. Cost of materials sold increased $24.3$33.7 million, or 23.9%24.4%, to $126.1$171.9 million in the first ninesix months of 20172022 from $101.8$138.1 million in the first ninesix months of 2016.2021. 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 first ninethree and six months of 2017, weended June 30, 2021, the Company recorded $1.5$4.0 million and $5.0 million of LIFO expense, compared to $0.7 million of LIFO income recorded in the first nine months of 2016. The increase in cost of materials sold in 2017 is a result of increased metals cost and sales volume in 2017 compared to 2016.respectively.

 

As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) decreasedincreased to 28.1%23.4% in the thirdsecond quarter of 2017 from 32.9%2022 compared to 23.1% in the thirdsecond quarter of 2016.2021. As a percentage of net sales, the $0.7 million LIFO expense recorded in 2017the second quarter of 2021 decreased gross profit by 1.2%4.3%. The $0.7 million of LIFO income increased gross profit by 1.4% in the third quarter of 2017. As a percentage of net sales, gross profit decreased(as defined in footnote (b) in the table above) increased to 29.6%24.9% in the first ninesix months of 20172022 compared to 32.8%24.5% in the first ninesix months of 2016.2021. As a percentage of net sales, the $1.5 million LIFO expense recorded in the ninefirst six months ended September 30, 2017of 2021 decreased gross profit by 0.8%2.7%. The $0.7 million of LIFO income increased gross profit by 0.5% in the nine months ended September 30, 2017.

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Operating expenses in the thirdsecond quarter of 20172022 increased $1.2$0.5 million, or 9.4%2.5%, to $14.7$18.8 million from $13.5$18.3 million in the thirdsecond quarter of 2016. As a percentage2021. Operating expenses decreased to 16.8% of net sales operating expenses decreased to 25.3% forin the thirdsecond quarter of 20172022 compared to 27.3% for19.8% in the thirdsecond quarter of 2016.2021. Operating expenses in the ninefirst six months ended September 30, 2017 increased $3.9of 2022 decreased $0.4 million, or 9.3%1.0%, to $46.4$35.1 million from $42.5$35.5 million in the first ninesix months of 2016. As a percentage2021. Operating expenses decreased to 15.3% of net sales operating expenses decreased to 26.0% in the first ninesix months of 20172022 compared to 28.1%19.4% in the first ninesix months of 2016. 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 thirdsecond quarter andof 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 ninesix months of 2017 primarily2022 from $8.7 million in the first six months of 2021. Corporate expense increased as a result of increased distribution expense related to increased shipments, less labor and overhead capitalized into inventory, and increased variableperformance-based incentive compensation related to increased gross profit.

Operating income for the third quarter of 2017 totaled $1.6 million, or 2.8% of net sales, compared to $2.8 million, or 5.6% of net sales, for the third quarter of 2016. Operating income for the nine months ended September 30, 2017 totaled $6.4 million, or 3.6% of net sales, compared to $7.1 million, or 4.7% of net sales, for the nine months ended September 30, 2016.

Corporate expenses

Corporate expenses totaled $2.1 million for both the third quarter of 2017 and 2016. Corporate expenses increased $1.7 million, or 29.4%, to $7.7 million in the nine months ended September 30, 2017 compared to $6.0 million in the nine months ended September 30, 2016. The increase in corporate expenses is primarily attributable to increased variable performance based incentive compensation and, effective August 2016, when our President of Specialty Metals was appointed to the position of Executive Vice President and Chief Operating Officer, his associated costs were classified as Corporate expenses. 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.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 leasing transactions and borrowings under our credit facility to fund these requirements.

 

We believe that funds available under our existing asset-based credit facility (the ABL Credit Facility), lease arrangement proceeds and the sale of equity or debt securities,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 overfor at least the next 12 months.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 ninesix months ended SeptemberJune 30, 2017,2022, 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 $46.6$95.7 million of net cash for operations, of which $26.8$66.5 million was generated from operating activities and $73.4$162.2 million was used for working capital investments. For the nine months ended September 30, 2016, we used $9.7 million of net cash from operations, of which $16.3 million was generated from operating activities and $26.0 million was used for working capital investments.capital.


         

Net cash from operations totaled $26.8$47.7 million during the ninefirst six months ended September 30, 2017of 2022 and consisted primarilywas mainly comprised of net income of $14.8$74.9 million, andthe non-cash depreciation and amortization addback of $13.9$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 $16.3$66.5 million during the ninefirst six months ended September 30, 2016of 2021 and consisted primarilywas mainly comprised of net income of $1.0$51.7 million, andthe non-cash depreciation and amortization addback of $14.6$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 SeptemberJune 30, 20172022 totaled $337.1$610.3 million, a $77.0$45.2 million increase from December 31, 2016.2021. The increase was primarily attributable to a $48.8$36.3 million or 47.9%, increase in accounts receivable, (resulting from higher sales prices and higher sales volumes experienced in the third quarter of 2017 compared to the fourth quarter of 2016) and an $25.7a $26.1 million or 10.0%, increase in inventories.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

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Investing Activities

 

Net cash used for capital expenditures was $6.5investing activities totaled $6.7 million during the ninesix months ended SeptemberJune 30, 2017,2022, compared to $5.3$4.6 million during the ninesix months ended SeptemberJune 30, 2016.2021. 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 2017 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 ninefirst six months ended September 30, 2017, $54.1of 2022, $42.3 million of cash was generated fromused for financing activities, which primarily consisted of $55.8$39.9 million of net borrowingsrepayments under our ABL Credit Facility, offset by a $0.9 million IRB repayment and $0.7 million dividend payment. During the nine months ended September 30, 2016, $16.1$2.0 million of cash was generated from financing activities, which primarily consisted of $17.7dividends paid, $0.3 million of net borrowingsprincipal payments under ourcapital lease obligations and $0.1 million of credit facility fees and expenses related to the amended ABL Credit Facility offset by a $0.9 million IRB repayment and $0.7 million dividend payment.Facility.

 

Dividends paid were $0.7$2.0 million and $0.4 million for both the ninesix 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 30, 2017 and15, 2022 to shareholders of record as of September 30, 2016.1, 2022. Regular dividend distributions in the future are subject to the availability of cash, the $2.5$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.

Stock Repurchase Program

 

On October 2,Equity Programs

In 2015, we announced that our Board of Directors authorized a stock repurchase program of up to 550,000 shares of the Company’sour 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 repurchasedRepurchased 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 $2.5$5.0 million in the aggregate during any trailing twelve months without restrictions. Purchases in excess of $2.5$5.0 million require us to (i) maintain availability in excess of 25%20% of the aggregate revolver commitments ($91.395.0 million at SeptemberJune 30, 2017)2022) or (ii) to maintain availability equal to or greater than 15% of the aggregate revolver commitments ($54.871.3 million at SeptemberJune 30, 2017)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.

 

No share repurchasesThere were madeno shares repurchased during the 2017three and six months ended June 30, 2022 or 2016 periods presented.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 inventory.personal property. The ABL Credit Facility consists of (i) a revolving credit linefacility of $365$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 $365$475 million in the aggregate. The ABL Credit Facility matures on June 30, 2019.16, 2026.

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The ABL Credit Facility requires uscontains customary representations and warranties and certain covenants that limit our ability to, complyamong 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 various covenants, the most significant of which include: (i) until maturity ofaffiliates. In addition, the ABL Credit Facility contains a financial covenant which requires if any commitments or obligations are outstanding and our availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($36.547.5 million at SeptemberJune 30, 2017)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; (ii) limitations on dividend payments and stock repurchases; and (iii) restrictions on additional indebtedness. period.

We have the option to borrow under ourits 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)or LIBOR, plus a premium ranging from 1.25% to 3.00%2.75%.


 

As of SeptemberJune 30, 2017,2022, we were in compliance with our covenants and had approximately $110$183 million of availability under the ABL Credit Facility.

 

As of SeptemberJune 30, 2017,2022, $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 facilityFacility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive Income.

 

As partOn 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 CTI acquisition in July 2011, we assumed approximately $5.9 million of Industrial Revenue Bond (IRB) indebtedness ($0.9 million at September 30, 2017). The bond matures in April 2018, withoutstanding LIBOR based borrowings under the option to provide principal payments annually in April. On April 3, 2017, we made an optional principal payment of $0.9 million. The remaining balance of the IRB is included in “Current portion of long-term debt” on the accompanying Consolidated Balance Sheets as the payment is due in April of 2018. Interest is payable monthly, with a variable rate that resets weekly. As a security for payment of the bonds, we obtained a direct pay letter of credit issued by JPMorgan Chase Bank, N.A. The letter of credit reduces annually by the principal reduction amount.ABL Credit Facility. The interest rate at September 30, 2017 was 0.9% for the IRB debt.

CTI entered into an interest rate swap agreement to reduce the impact of changes in interest rates on the above IRB. At September 30, 2017, the effect of the swap agreement on the bond was to fixhedge fixed the rate at 3.46%2.57%. The swap agreement matures in April 2018, and is reduced annually by the amount of the optional principal payments on the bond. We are exposed to credit loss in the event of nonperformance by the other parties to the interest rate swap agreement. However, we do not anticipate nonperformance by the counterparties.

 

Critical Accounting Policies

 

This Management’sManagement’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’sManagement’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, 2016.2021.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Our principal raw materials are carbon, coated and stainless steel, and 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-timejust‑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-pricelong‑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 marketnet 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 producersproducers’ 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 52%51% and 51%44% of our consolidated net sales during the first ninesix months of 20172022 and 2016,2021, 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 duringin prior years, but is expected to have an impact in 2022 due to the past two years.elevated inflation rate.

 

We are exposed to the impact of fluctuating metals prices and interest rate changes. During 20172022 and 2016,2021, we entered into metals swaps at the request of customers. While theseThese derivatives are intended to be effective in helping us manage risk, they 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 customerscustomers’ 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. As part of the CTI acquisition,On January 10, 2019, we assumed anentered into a five-year interest rate swap agreementthat locked the interest rate at 2.57% on the $5.9$75 million of IRB ($0.9 million at September 30, 2017). The swap agreement matures in April 2018, but the notional amount may be reduced annually by the amount of the optional principal payments on the IRB. We are exposed to credit loss in the event of nonperformance by the other parties to the fixed interest rate hedge agreement. However, we do not anticipate nonperformance by the counterparties.our revolving debt.

 

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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 SeptemberJune 30, 2017,2022, our disclosure controls and procedures were effective.

 

There were no changes in our internal control over financial reporting that occurred during the thirdsecond quarter of 20172022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


 

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.

 


 

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.INS101

The following materials from Olympic Steel’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted in Inline XBRL Instance Document(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.

  

101.SCH104

Cover Pager Interactive Data File (embedded with the Inline XBRL Taxonomy Extension Schema Documentdocument and contained in Exhibit 101).

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 


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: November 8, 2017  

August 5, 2022
By: /s/ Michael D. Siegal

Michael D. Siegal

Chairman of the Board and Chief

Richard T. Marabito
 Executive OfficerRichard T. Marabito
 Chief Executive Officer
  
 By: /s/ Richard T. MarabitoA. Manson
 Richard T. MarabitoA. Manson
 Chief Financial Officer
 (Principal Financial and Accounting Officer)

 

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