8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2024

Universal Stainless & Alloy Products, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39467	25-1724540
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Mayer Street, Bridgeville, Pennsylvania	15017
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (412) 257-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	USAP	The NASDAQ Stock Market, LLC
Preferred Stock Purchase Rights	N/A	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.         Results of Operations and Financial Condition.

On May 1, 2024, Universal Stainless & Alloy Products, Inc. (the “Company”) issued a press release regarding its results for the quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including the attached press release regarding the Company’s results for the quarter ended March 31, 2024, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.        Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated May 1, 2024.

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By:	/s/ Steven V. DiTommaso
	Steven V. DiTommaso
	Vice President and Chief Financial Officer

Dated: May 1, 2024

EX-99.1

Exhibit 99.1

CONTACTS:	Christopher M. Zimmer	Steven V. DiTommaso	June Filingeri
	President and	Vice President and	President
	Chief Executive Officer	Chief Financial Officer	Comm-Partners LLC
	(412) 257-7604	(412) 257-7661	(203) 972-0186

Universal Stainless Reports Near-Record Sales and Profitability in First Quarter of 2024

■ Q1 2024 Sales of $77.6 million vs. record $79.8 million in Q4 2023; up 18% from Q1 2023

■ Q1 2024 Gross Margin reaches 18.9% of sales, highest since Q1 2012, despite $1.3 million raw material headwind

■ Q1 2024 Net Income up 59% from Q4 2023 to $4.1 million, or $0.43 per diluted share

■ Cash flow from operations totals $10.3 million, up 39% from Q4 2023

■ Backlog increases to $325 million on strong order entry

BRIDGEVILLE, PA, May 1, 2024 – Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) today reported net sales of $77.6 million for the first quarter of 2024, which is the second highest total in company history, following its record $79.8 million reported in the 2023 fourth quarter, and 18% higher than the first quarter 2023 total of $65.9 million.

Sales of premium alloys totaled $20.1 million, or 25.9% of net sales, in the 2024 first quarter, compared to a record $21.1 million, or 26.5% of sales, in the fourth quarter of 2023, and $17.7 million, or 26.8% of sales, in the first quarter of 2023.

Aerospace is the Company's largest market for premium alloy products, and strong demand continues. Aerospace sales totaled $60.2 million, or 77.5% of net sales, in the first quarter of 2024, versus a record $61.9 million, or 77.6% of sales, in the fourth quarter of 2023, and $49.0 million, or 74.3% of sales, in the first quarter of 2023.

Profitability continued to accelerate in the first quarter of 2024 as gross margin reached $14.7 million, or 18.9% of sales, versus 16.4% of sales in the fourth quarter of 2023, and 11.7% of sales in the 2023 first quarter. Gross margin in the most recent quarter continued to benefit from a rich product mix and higher selling prices, despite raw material misalignment negatively impacting margin by an estimated $1.3 million.

First quarter 2024 operating income rose 51% to $7.3 million from $4.8 million in the fourth quarter of 2023, while net income increased 59% to $4.1 million, or $0.43 per diluted share, from $2.6 million, or $0.27 per diluted share, in the fourth quarter of 2023. In the first quarter of 2023, the Company incurred a loss of $0.5 million, or $0.06 per diluted share.

EBITDA for the first quarter of 2024 rose to $12.2 million from $9.6 million in the fourth quarter of 2023. Adjusted EBITDA increased 27% to $12.6 million from $10.0 million in the fourth quarter 2023. Net cash generated by operating activities increased to $10.3 million for the first quarter. The Company used approximately half of this cash to fund capital expenditures and approximately half to decrease its net debt.

Christopher M. Zimmer, President and CEO, commented: “We achieved the highest profitability in 12 years in the first quarter, including a gross margin of 18.9%, on near-record sales. Our performance was driven by robust aerospace demand and the continued realization of base price increases implemented over the past three years.

“Our strategy to focus on growth in premium alloys has enhanced our results and has yielded a richer product mix and a broader base of customer approvals.

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“Aerospace and defense applications represent the primary market for those products. The sustainability of aerospace demand is reinforced in feedback from our customers and reflected in our strong first quarter order entry and higher backlog.

“In addition to increasing sales in 2024 we are focused on managing working capital and generating significant positive cash flow to fund our strategic capital expenditures and pay down debt.

“We continue to invest capital in our premium alloy capacity and efficiency, including placing orders for the addition of a second 18-ton furnace shell for the VIM at our North Jackson facility, and a new box furnace to support the forge.

“2024 is off to a solid start. For the balance of the year we see opportunities to increase sales and continue to expand gross margins. We remain optimistic about our growth momentum and strategy.”

Financial Position

Managed working capital, defined as accounts receivable, plus inventory, minus accounts payable, was $152.3 million at March 31, 2024 compared with $148.8 million at December 31, 2023, and $150.7 million at March 31, 2023. Inventory at the end of the first quarter of 2024 was $142.4 million, a decline of 2% from $144.7 million at the end of the 2023 fourth quarter, and down 5% from $149.4 million at the end of first quarter of 2023.

Backlog (before surcharges) at March 31, 2024 remained strong at $325.1 million, compared with $318.2 million at the end of December 2023. The average selling price per pound in the backlog has increased 19% from the end of the first quarter of 2023.

The Company reduced total debt by $4.3 million to $81.2 million from $85.6 million at year-end 2023. It is down by $18.2 million from $99.4 million at the end of the 2023 first quarter. First quarter 2024 interest expense of $2.0 million was down 7% from $2.2 million in the fourth quarter of 2023, and was flat with the 2023 first quarter.

Capital expenditures totaled $5.5 million compared with $3.4 million in the fourth quarter of 2023 and $4.5 million in the first quarter of 2023. Full year 2024 capital expenditures are expected to approximate $18 million.

Conference Call and Webcast

The Company has scheduled a conference call for today May 1st, at 11:00 a.m. (Eastern) to discuss final first quarter 2024 results. If you wish to listen to the live conference call via telephone, please Click Here to register for the call and obtain your dial-in number and personal PIN number. A simultaneous webcast will be available on the Company’s website at www.univstainless.com, and thereafter archived on the website through the end of the second quarter of 2024.

About Universal Stainless & Alloy Products, Inc.

Universal Stainless & Alloy Products, Inc., established in 1994 and headquartered in Bridgeville, PA, manufactures and markets semi-finished and finished specialty steels, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. The Company's products are used in a variety of industries, including aerospace, energy, and heavy equipment manufacturing. More information is available at www.univstainless.com.

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Forward-Looking Information Safe Harbor

Except for historical information contained herein, the statements in this release are forward-looking statements that are made pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, among others, the Company’s ability to maintain its relationships with its significant customers and market channels; the Company’s response to competitive factors in its industry that may adversely affect the market for finished products manufactured by the Company or its customers; the Company’s ability to compete successfully with domestic and foreign producers of specialty steel products and products fashioned from alternative materials; changes in overall demand for the Company’s products and the prices at which the Company is able to sell its products in the aerospace industry, from which a substantial amount of its sales is derived; the Company’s ability to develop, commercialize, market and sell new applications and new products; the receipt, pricing and timing of future customer orders; the impact of changes in the Company’s product mix on the Company’s profitability; the Company’s ability to maintain the availability of raw materials and operating supplies with acceptable pricing; the availability and pricing of electricity, natural gas and other sources of energy that the Company needs for the manufacturing of its products; risks related to property, plant and equipment, including the Company’s reliance on the continuing operation of critical manufacturing equipment; the Company’s success in timely concluding collective bargaining agreements and avoiding strikes or work stoppages; the Company’s ability to attract and retain key personnel; the Company’s ongoing requirement for continued compliance with laws and regulations, including applicable safety and environmental regulations; the ultimate outcome of the Company’s current and future litigation matters; the Company’s ability to meet its debt service requirements and to comply with applicable financial covenants; risks associated with conducting business with suppliers and customers in foreign countries; public health issues, including COVID-19 and its impact on the Company and our customers and suppliers; risks related to acquisitions that the Company may make; the Company’s ability to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches; the impact on the Company’s effective tax rates from changes in tax rules, regulations and interpretations in the United States and other countries where it does business; and the impact of various economic, credit and market risk uncertainties. Many of these factors are not within the Company’s control and involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from any future performance suggested herein. Any unfavorable change in the foregoing or other factors could have a material adverse effect on the Company’s business, financial condition and results of operations. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control. Certain of these risks and other risks are described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, copies of which are available from the SEC or may be obtained upon request from the Company.

Non-GAAP Financial Measures

This press release includes discussions of financial measures that have not been determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP). These measures include earnings (loss) before interest, income taxes, depreciation and amortization (EBITDA) and adjusted EBITDA. We include these measurements to enhance the understanding of our operating performance. We believe that EBITDA, considered along with net earnings (loss), is a relevant indicator of trends relating to cash generating activity of our operations. adjusted EBITDA excludes the effect of share-based compensation expense and noted special items such as impairments and costs or income related to special events such as periods of low activity or insurance claims. We believe that excluding these costs provides a consistent comparison of the cash generating activity of our operations. We believe that EBITDA and adjusted EBITDA are useful to investors as they facilitate a comparison of our operating performance to other companies who also use EBITDA and adjusted EBITDA as supplemental operating measures. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measures. These non-GAAP measures may not be entirely comparable to similarly titled measures used by other companies due to potential differences among calculation methodologies. A reconciliation of these non-GAAP financial measures to their most directly comparable financial measure prepared in accordance with GAAP is included in the tables that follow.

[TABLES FOLLOW]

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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

FINANCIAL HIGHLIGHTS

(Dollars in Thousands, Except Per Share Information)

(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS    

	Three months ended
	March 31,
	2024		2023
Net sales	$	77,637	$	65,865
Cost of products sold		62,970		58,141
Gross margin		14,667		7,724
Selling, general and administrative expenses		7,409		6,275
Operating income		7,258		1,449
Interest expense		2,049		2,032
Other expense (income), net		14		(42	)
Income (loss) before income taxes		5,195		(541	)
Income taxes		1,058		(29	)
Net income (loss)	$	4,137	$	(512	)
Net income (loss) per common share - Basic	$	0.45	$	(0.06	)
Net income (loss) per common share - Diluted	$	0.43	$	(0.06	)

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MARKET SEGMENT INFORMATION    

(Dollars in thousands; unaudited)	Three months ended
	March 31,
Net Sales	2024		2023
Service centers	$	58,271	$	49,323
Original equipment manufacturers		6,854		4,208
Rerollers		3,377		6,645
Forgers		7,846		5,029
Conversion services and other		1,289		660
Total net sales	$	77,637	$	65,865

MELT TYPE INFORMATION    

(Dollars in thousands; unaudited)	Three months ended
	March 31,
Net Sales	2024		2023
Specialty alloys	$	56,255	$	47,549
Premium alloys *		20,093		17,656
Conversion services and other sales		1,289		660
Total net sales	$	77,637	$	65,865

END MARKET INFORMATION **    

(Dollars in thousands; unaudited)	Three months ended
	March 31,
Net Sales	2024		2023
Aerospace	$	60,208	$	48,958
Energy		6,013		5,838
Heavy equipment		5,848		6,931
General industrial, conversion services and other		5,568		4,138
Total net sales	$	77,637	$	65,865

* Premium alloys represent all vacuum induction melted (VIM) products.     

** The majority of our products are sold to service centers rather than the ultimate end market customers. The end market information in this press release is our estimate based upon our knowledge of our customers and the grade of material sold to them, which they will in-turn sell to the ultimate end market customer.     

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CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands; unaudited)	March 31,		December 31,
	2024		2023
Assets
Cash	$	866	$	394
Accounts receivable, net		41,653		39,034
Inventory		142,364		144,700
Other current assets		10,525		11,693
Total current assets		195,408		195,821
Property, plant and equipment, net		159,303		159,636
Other long-term assets		1,235		1,233
Total assets	$	355,946	$	356,690
Liabilities and Stockholders' Equity
Accounts payable	$	31,707	$	34,855
Accrued employment costs		8,113		6,492
Current portion of long-term debt		3,772		3,733
Other current liabilities		263		829
Total current liabilities		43,855		45,909
Long-term debt, net		77,471		81,846
Deferred income taxes		1,016		2
Other long-term liabilities, net		2,874		2,891
Total liabilities		125,216		130,648
Stockholders’ equity		230,730		226,042
Total liabilities and stockholders’ equity	$	355,946	$	356,690

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Dollars in thousands; unaudited)	Three months ended
	March 31,
	2024			2023
Operating activities:
Net income (loss)	$	4,137		$	(512	)
Adjustments for non-cash items:
Depreciation and amortization		5,005			5,032
Deferred income tax		1,008			(68	)
Share-based compensation expense		454			361
Changes in assets and liabilities:
Accounts receivable, net		(2,619	)		(3,232	)
Inventory, net		1,874			4,320
Accounts payable		(1,733	)		(3,102	)
Accrued employment costs		1,621			649
Other, net		523			57
Net cash provided by operating activities		10,270			3,505
Investing activity:
Payments for property, plant and equipment		(5,462	)		(4,499	)
Net cash used in investing activity		(5,462	)		(4,499	)
Financing activities:
Net repayment of borrowings under revolving credit facility		(3,484	)		1,420
Issuance of common stock under share-based plans		66			-
Repayments of term loan facility and finance leases		(918	)		(935	)
Net cash (used in) provided by financing activities		(4,336	)		485
Net increase (decrease) in cash		472			(509	)
Cash at beginning of period		394			2,019
Cash at end of period	$	866		$	1,510

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RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(Dollars in thousands; unaudited)	Three months ended
	March 31,
	2024		2023
Net income (loss)	$	4,137	$	(512	)
Interest expense		1,984		1,968
Income taxes		1,058		(29	)
Depreciation and amortization		5,005		5,032
EBITDA		12,184		6,459
Share-based compensation expense		454		361
Adjusted EBITDA	$	12,638	$	6,820

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XML

Document And Entity Information	May 01, 2024
Document Information [Line Items]
Entity, Registrant Name	Universal Stainless & Alloy Products, Inc.
Document, Type	8-K
Document, Period End Date	May 01, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39467
Entity, Tax Identification Number	25-1724540
Entity, Address, Address Line One	600 Mayer Street
Entity, Address, City or Town	Bridgeville
Entity, Address, State or Province	PA
Entity, Address, Postal Zip Code	15017
City Area Code	412
Local Phone Number	257-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000931584
CommonStockParValue0001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	USAP
Security Exchange Name	NASDAQ
PreferredStockPurchaseRights Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true