Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 28, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | usap | |
Entity Registrant Name | UNIVERSAL STAINLESS & ALLOY PRODUCTS INC | |
Entity Central Index Key | 931,584 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 7,102,924 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Consolidated Statement of Operations [Abstract] | ||||
Net sales | $ 43,371 | $ 53,626 | $ 148,964 | $ 152,602 |
Cost of products sold | 43,781 | 44,983 | 138,478 | 129,489 |
Gross margin | (410) | 8,643 | 10,486 | 23,113 |
Selling, general and administrative expenses | 5,218 | 5,520 | 14,873 | 15,317 |
Goodwill impairment | 20,268 | 20,268 | ||
Operating (loss) income | (25,896) | 3,123 | (24,655) | 7,796 |
Interest expense and other financing costs | (633) | (949) | (2,180) | (2,854) |
Other expense, net | (55) | (4) | (88) | (1) |
(Loss) income before income taxes | (26,584) | 2,170 | (26,923) | 4,941 |
(Benefit) provision for income taxes | (9,539) | 775 | (9,647) | 2,596 |
Net (loss) income | $ (17,045) | $ 1,395 | $ (17,276) | $ 2,345 |
Net (loss) income per common share - Basic | $ (2.41) | $ 0.20 | $ (2.45) | $ 0.33 |
Net (loss) income per common share - Diluted | $ (2.41) | $ 0.20 | $ (2.45) | $ 0.33 |
Weighted average shares of common stock outstanding | ||||
Basic | 7,070,924 | 7,039,823 | 7,062,373 | 7,028,658 |
Diluted | 7,070,924 | 7,539,291 | 7,062,373 | 7,114,121 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 406 | $ 142 |
Accounts receivable (less allowance for doubtful accounts of $22 and $17, respectively) | 23,179 | 29,057 |
Inventory, net | 88,341 | 101,070 |
Deferred income taxes | 5,213 | 9,683 |
Other current assets | 2,825 | 2,681 |
Total current assets | 119,964 | 142,633 |
Property, plant and equipment, net | 196,474 | 199,795 |
Goodwill | 20,268 | |
Other long-term assets | 912 | 1,861 |
Total assets | 317,350 | 364,557 |
Current liabilities: | ||
Accounts payable | 13,638 | 25,009 |
Accrued employment costs | 3,774 | 6,011 |
Current portion of long-term debt | 3,000 | 3,000 |
Other current liabilities | 1,001 | 861 |
Total current liabilities | 21,413 | 34,881 |
Long-term debt | 79,600 | 83,875 |
Deferred income taxes | 28,053 | 42,108 |
Other long-term liabilities | 56 | 63 |
Total liabilities | $ 129,122 | $ 160,927 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Senior preferred stock, par value $0.001 per share; 1,980,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, par value $0.001 per share; 20,000,000 shares authorized; 7,395,779 and 7,371,018 shares issued, respectively | $ 7 | $ 7 |
Additional paid-in capital | 54,684 | 52,810 |
Retained earnings | 135,827 | 153,103 |
Treasury stock, at cost; 292,855 common shares held | (2,290) | (2,290) |
Total stockholders' equity | 188,228 | 203,630 |
Total liabilities and stockholders' equity | $ 317,350 | $ 364,557 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 22 | $ 17 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,980,000 | 1,980,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,395,779 | 7,371,018 |
Treasury stock at cost, common shares held | 292,855 | 292,855 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities: | ||
Net (loss) income | $ (17,276) | $ 2,345 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,109 | 13,026 |
Deferred income tax | (9,585) | 2,310 |
Share-based compensation expense | 1,487 | 1,564 |
Goodwill impairment | 20,268 | |
Changes in assets and liabilities: | ||
Accounts receivable, net | 5,878 | (12,079) |
Inventory, net | 11,288 | (12,440) |
Accounts payable | (11,371) | 6,541 |
Accrued employment costs | (2,237) | 2,277 |
Income taxes | (226) | 246 |
Other, net | 213 | 482 |
Net cash provided by operating activities | 12,548 | 4,272 |
Investing Activity: | ||
Capital expenditures | (8,397) | (6,077) |
Net cash used in investing activity | (8,397) | (6,077) |
Financing Activities: | ||
Borrowings under revolving credit facility | 76,898 | 82,416 |
Payments on revolving credit facility | (78,923) | (78,871) |
Payments on term loan facility | (2,250) | (2,250) |
Proceeds from the issuance of common stock | 388 | 908 |
Net cash (used in) provided by financing activities | (3,887) | 2,203 |
Net increase in cash | 264 | 398 |
Cash at beginning of period | 142 | 307 |
Cash at end of period | $ 406 | $ 705 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Nature of Business and Basis of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | Note 1: Nature of Business and Basis of Presentation Universal Stainless & Alloy Products, Inc., and its wholly-owned subsidiaries (“Universal”, “we”, “our” or the “Company”), manufacture and market semi-finished and finished specialty steel products, including stainless steel, nickel alloys, tool steel and certain other alloyed steels. Our manufacturing process involves melting, remelting, heat treating, hot and cold rolling, forging, machining and cold drawing of semi-finished and finished specialty steels. Our products are sold to service centers, forgers, rerollers, original equipment manufacturers and wire redrawers. Our customers further process our products for use in a variety of industries, including the aerospace, power generation, oil and gas and heavy equipment manufacturing industries. We also perform conversion services on materials supplied by customers. The accompanying unaudited consolidated statements include the accounts of Universal Stainless & Alloy Products, Inc. and its subsidiaries and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reports and the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to such regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our most recently audited financial statements and the notes thereto included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments necessary to present a fair presentation of the consolidated financial statements for the periods shown. Interim results are not necessarily indicative of the operating results for the full fiscal year or any future period. The preparation of these financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results may differ from our estimates. The consolidated financial statements include our accounts and the accounts of our wholly–owned subsidiaries. All intercompany transactions and balances have been eliminated. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). Recently issued ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements. In May 2014, the Financial Accounting Sta ndards Board (“FASB”) issued ASU 2014-09 “Revenue from Contrac ts with Customers (Topic 606) which was amended, in August 2015, by ASU 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This topic converges the guidance within U.S. GAAP and International Financial Reporting Standards and supersedes Accounting Standards Codification 605, Revenue Recognition. The new standard requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We are currently evaluating the impact that this standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new guidance is effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period, and early application is permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. In July 2015, the FASB iss ued ASU 2015-11, “Simplifying the Measurement of Inventory” ("ASU 2015-11") to simplify the guidance on the subsequent measurement of inventory, excluding inventory measured using last-in, first out or the retail inventory method. Under the new standard, inventory should be at the lower of cost and net realizable value. The new accounting guidance is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2015-11 on the Company's consolidated financial statements. |
Net (loss) Income per Common Sh
Net (loss) Income per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Net (loss) Income per Common Share [Abstract] | |
Net (loss) income per Common Share | Note 2: Net (loss) income per Common Share The following table sets forth the computation of basic and diluted net (loss) income per common share: Three months ended Nine months ended September 30, September 30, (dollars in thousands, except per share amounts) 2015 2014 2015 2014 Numerator: Net (loss) income $ $ $ $ Adjustment for interest expense on convertible notes (A) - - - Net (loss) income, as adjusted $ $ $ $ Denominator: Weighted average number of shares of common stock outstanding Weighted average effect of dilutive stock options and other stock compensation - - Weighted average effect of assumed conversion of convertible notes - - - Weighted average number of shares of common stock outstanding, as adjusted Net (loss) income per common share: Net (loss) income per common share - Basic $ $ $ $ Net (loss) income per common share - Diluted $ $ $ $ (A) An adjustment for interest expense on convertible notes was excluded from the (loss) income per share calculatio n for the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 as a result of the convertible notes being antidilutive. We had options to purchase 708,550 and 442,300 shares of common stock outstanding at an average price of $ 29.31 and $ 35.20 for the three months ended September 30, 2015 and 2014 , respectively, which were excluded in the computation of diluted net (loss) income per common share. We had options to purchase 595,675 and 351,800 shares of common stock outstanding at an average price of $ 31.98 and $36.31 for the nine months ended September 30, 2015 and 2014, respectively, which were excluded in the computation of diluted net (loss) income per common share. These outstanding options were not included in the computation of diluted net (loss) income per common share because their respective exercise prices were greater than the average market price of our common stock. The calculation of diluted net (loss) income per common share for the three and nine months e nded September 30, 2015 excluded 42 7,396 and 42 7,914 shares, respectively, for the assumed conversion of convertible notes as a result of being antidilutive. The calculation of diluted net (loss) income per common share for the nine months ended September 30, 2014 excluded 427,914 shares for the assumed conversion of convertible notes as a result of being antidilutive. In addition, the calculation of dilutive earnings per share for the three and nine months ended September 30, 2015 excluded 11,8 00 and 31,432 shares, respectively, for the assumed exercise of stock options and restricted stock under our stock share incentive plans, as a result of being in a net loss position. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2015 | |
Inventory [Abstract] | |
Inventory | Note 3: Inventory Our raw material and starting stock inventory is primarily comprised of ferrous and non-ferrous scrap metal and alloys such as nickel, chrome, molybdenum, cobalt and copper. Our semi-finished and finished steel products are work-in-process in various stages of production or are finished products waiting to be shipped to our customers. Operating materials are primarily comprised of forge dies and production molds and rolls that are consumed over their useful lives. During the n ine months ended September 30, 2015 and 2014, we amortized these operating materials in the amount of $ 1.4 million and $ 1.2 million , respectively. This expense is recorded as a component of cost of products sold on the consolidated statements of operations and included as a part of our total depreciation and amortization on the consolidated statements of cash flows . Inventory is stated at the lower of cost or market with cost principally determined on a weighted average cost method. Such costs include the acquisition cost for raw materials and supplies, direct labor and applied manufacturing overhead. We assess market based upon actual and estimated transactions at or around the balance sheet date. Typically, we reserve for slow-moving inventory and inventory that is being evaluated under our quality control process. The reserves are based upon management’s expected method of disposition. Inventories consisted of the following: September 30, December 31, (in thousands) 2015 2014 Raw materials and starting stock $ $ Semi-finished and finished steel products Operating materials Gross inventory Inventory reserves Total inventory, net $ $ |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill [Abstract] | |
Goodwill | Note 4: Goodwill We test goodwill for impairment by either performing a qualitative evaluation or a two-step quantitative test, which involves comparing the estimated fair value of the associated reporting unit to its carrying value. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that fair value is less than its carrying amount. Factors considered as part of the qualitative assessment include entity-specific, industry, market and general economic conditions. We may elect to bypass this qualitative assessment and perform a two-step quantitative test. We test for goodwill impairment using a combination of valuation techniques, which include consideration of a market-based approach (guideline company method) and an income approach (discounted cash flow method), in determining fair value in the annual impairment test of goodwill. We believe that the combination of the valuation models provides a more appropriate valuation by taking into account different marketplace participant assumptions. Both methods utilize market data in the derivation of a value estimate and are forward-looking in nature. The guideline assessment of future performance and the discounted cash flow method utilize a market-derived rate of return to discount anticipated performance. We conduct our annual impairment test during the fourth quarter of each year. Other events and changes in circumstances may also require goodwill to be tested for impairment between annual measurement dates. While a decline in stock price and market capitalization is not specifically cited as a goodwill impairment indicator, a company’s stock price and market capitalization should be considered in determining whether it is more likely than not that the fair value of a reporting unit is less that its carrying value. Additionally, a significant decline in a company’s stock price may suggest that an adverse change in the business climate may have caused the fair value of the reporting unit to fall below its carrying value. The financial and credit market volatility directly impacts our fair value measurement through our stock price that we use to determine our market capitalization. During times of volatility, significant judgment must be applied to determine whether credit or stock price changes are a short-term swing or a longer-term trend. As of September 30, 2015, the Company has experienced a significant and sustained drop in its share price and continued weak operating results driven by slower market conditions. As a result of these conditions, the Company determined that an interim goodwill impairment review was requir ed in accordance with ASC 350, “Intangibles – Goodwill and Other”. Based on the guidance in ASC 350, the Company performed the two-step quantitative analysis. Under the first step, the Company determined that the carrying value exceeded the fair value of the Company and, therefore, the second step of the analysis was performed. The fair value was estimated using a combination of an income approach, which estimates fair value based on projected discounted cash flows and a market approach, which estimates fair value using the recent stock price of the Company. The income approach is supported by a Level 3 fair value measurement, which means that the valuation reflects the Company’s own estimates of market participant assumptions. The market approach is supported by a Level 1 fair value measurement which is the observable stock price of the Company. The income approach was weighted 30 % and the market approach was weighted 70 % in determining the fair value. This assessment resulted in the recognition of a non-cash goodwill impairment charge of $20.3 million , which eliminated all goodwill from the balance sheet at September 30, 2015. The after-tax impact of this charge was $ 13. 1 million. As a result of the step two analysis no other assets were deemed to be impaired at September 30, 2015. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 5: Long-Term Debt Long-term debt consisted of the following: September 30, December 31, (in thousands) 2015 2014 Revolving credit facility $ $ Convertible notes Term loan Swing loan credit facility - Total debt Less: current portion of long-term debt Long-term debt $ $ Credit Facility We have a Credit Agreement (as amended to date, the “Credit Agreement”) with a syndication of banks which provides for a $105.0 million senior secured revolving credit facility (the “Revolver”) and a $20.0 million senior secured term loan facility (the “Term Loan” and together with the Revolver, the “Facilities”) that expires in March 2017. Under the Credit Agreement, our loan availability under the Revolver (“Borrowing Base”) is calculated monthly based upon our accounts receivable and inventory balances. We are required to pay a commitment fee of 0.25% based on the daily unused portion of the Revolver. The Revolver also provides for up to $7.0 million of swing loans so long as the sum of the outstanding swing loans and the outstanding borrowings under the Revolver do not exceed our Borrowing Base at any given time. The Term Loan is payable in quarterly installments in the principal amount of $750,000, which began on July 1, 2013, with the balance of the Term Loan payable in full on March 19, 2017 . Amounts outstanding under the Facilities, at our option, will bear interest at either a base rate or a LIBOR -based rate (the “LIBOR Option”), in either case calculated in accordance with the terms of the Credit Agreement. We elected to use the LIBOR Option during the nine months ended September 30, 2015, which was 1.95% at September 30, 2015. Interest on the Facilities is payable monthly. On October 23, 2015, the Company entered into a Fourth Amendment to the Credit Agreement (the “Fourth Amendment”) which is effective as of September 30, 2015. Pursuant to the Fourth Amendment, the leverage ratio shall not exceed a ratio of 3.50 to 1.00 for the period ending September 30, 2015. The leverage ratio covenant has been eliminated with respect to quarters ending after September 30, 2015, and testing under the fixed charge ratio covenant contained in the Credit Agreement has been delayed until September 30, 2016. The Fourth Amendment adds a covenant whereby the Company must maintain at least $ 10.0 million of undrawn availability commencing on December 31, 2015. In addition, the Fourth Amendment amends a covenant bas ed on the Company’s Consolidated EBITDA ( as defined in the Fourth Amendment). Pursuant to that amended covenant, the Company must maintain Consolidated EBITDA of $ 12.4 million, $ 10.2 million, $ 10.8 million, $ 16.8 million and $ 23.0 million for the prior four fiscal quarters for the periods then ended December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, respectively. We were in compliance with our covenants at September 30, 2015 and December 31, 2014. Convertible Notes In connection with the acquisition of the North Jackson facility, in August 2011, we issued $20.0 million in convertible notes (the “Notes”) to the sellers of the North Jackson facility as partial consideration of the acquisition. The Notes are subordinated obligations and rank junior to the Facilities. The Notes bear interest at a fixed rate of 4.0% per annum, payable in cash semi-annua lly in arrears on each June 18 and December 18, beginning on December 18, 2011. Unless earlier converted, the Notes mature and the unpaid principal balance is due on August 17, 2017 . The Notes and any accrued and unpaid interest are convertible into shares of our common stock at the option of the holder at an initial conversion price of $47.1675 per share of common stock. The conversion price associated with the Notes may be adjusted in certain circumstances. We may prepay any outstanding Notes, in whole or in part, during a fiscal quarter if our share price is greater than 140% of the then current conversion price for at least 20 of the trading days in the 30 consecutive trading day period ending on the last trading day of the immediately preceding quarter. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 6: Fair Value Measurement The fair value hierarchy has three levels based on the inputs used to determine fair value, which are as follows: Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date. Level 2 — Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The carrying amounts of our cash, accounts receivable and accounts payable approximated fair value at September 30, 2015 and December 31, 2014 due to their short-term maturities (Level 1). The fair value of the Term Loan, Revolver and swing loans at September 30, 2015 and December 31, 2014 approximated the carrying amount as the interest rate is based upon floating short-term interest rates (Level 2). At September 30, 2015 and December 31, 2014 , the fair value of our Notes was approximately $ 20.5 million (Level 2). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 7: Commitments and Contingencies From time to time, various lawsuits and claims have been or may be asserted against us relating to the conduct of our business, including routine litigation relating to commercial and employment matters. The ultimate cost and outcome of any litigation or claim cannot be predicted with certainty. Management believes, based on information presently available, that the likelihood that the ultimate outcome of any such pending matter will have a material adverse effect on our financial condition, or liquidity or a material impact on our results of operations is remote, although the resolution of one or more of these matters may have a material adverse effect on our results of operations for the period in which the resolution occurs. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 8: Income Taxes Management estimates the annual effective income tax rate quarterly, based on current annual forecasted results. Items unrelated to current year ordinary income are recognized entirely in the period identified as a discrete item of tax. The quarterly income tax provision is comprised of tax on ordinary income provided at the most recent estimated annual effective tax rate, increased or decreased for the tax effect of discrete items. For the nine months ended September 30, 2015 and 2014, our estimated annual effective tax rate applied to ordinary income was 35.7% and 34.0%, respectively. Including the effect of discrete items, our effective tax rate for the nine months ended September 30, 2015 and 2014 was 35.8% and 52.5%, respectively and for the three months ended September 30, 3015 and 2014 was 35.9% and 35.7% respectively. The effe ctive tax rate for the nine months ended September 30, 2014 was reflective of a net discrete tax expense of $915,000 . The $915 ,000 of discrete tax expense primarily includes tax expense of $ 596,000 associated with the New York state tax rate reduction to 0% for New York qualified manufacturers, and tax expense of $247,000 associated with a Pennsylvania tax settlement related to certain expenses which had been deducted for state income tax purposes during the 2005-2007 tax years. |
Nature of Business and Basis 14
Nature of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Nature of Business and Basis of Presentation [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated statements include the accounts of Universal Stainless & Alloy Products, Inc. and its subsidiaries and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reports and the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under U.S. GAAP have been condensed or omitted pursuant to such regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with our most recently audited financial statements and the notes thereto included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments necessary to present a fair presentation of the consolidated financial statements for the periods shown. Interim results are not necessarily indicative of the operating results for the full fiscal year or any future period. The preparation of these financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results may differ from our estimates. The consolidated financial statements include our accounts and the accounts of our wholly–owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). Recently issued ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements. In May 2014, the Financial Accounting Sta ndards Board (“FASB”) issued ASU 2014-09 “Revenue from Contrac ts with Customers (Topic 606) which was amended, in August 2015, by ASU 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. This topic converges the guidance within U.S. GAAP and International Financial Reporting Standards and supersedes Accounting Standards Codification 605, Revenue Recognition. The new standard requires companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We are currently evaluating the impact that this standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new guidance is effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period, and early application is permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements. In July 2015, the FASB iss ued ASU 2015-11, “Simplifying the Measurement of Inventory” ("ASU 2015-11") to simplify the guidance on the subsequent measurement of inventory, excluding inventory measured using last-in, first out or the retail inventory method. Under the new standard, inventory should be at the lower of cost and net realizable value. The new accounting guidance is effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2015-11 on the Company's consolidated financial statements. |
Net (loss) Income per Common 15
Net (loss) Income per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Net (loss) Income per Common Share [Abstract] | |
Computation of Net (Loss) Income Per Common Share | Three months ended Nine months ended September 30, September 30, (dollars in thousands, except per share amounts) 2015 2014 2015 2014 Numerator: Net (loss) income $ $ $ $ Adjustment for interest expense on convertible notes (A) - - - Net (loss) income, as adjusted $ $ $ $ Denominator: Weighted average number of shares of common stock outstanding Weighted average effect of dilutive stock options and other stock compensation - - Weighted average effect of assumed conversion of convertible notes - - - Weighted average number of shares of common stock outstanding, as adjusted Net (loss) income per common share: Net (loss) income per common share - Basic $ $ $ $ Net (loss) income per common share - Diluted $ $ $ $ (A) An adjustment for interest expense on convertible notes was excluded from the (loss) income per share calculatio n for the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 as a result of the convertible notes being antidilutive. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory [Abstract] | |
Schedule Of Inventories | September 30, December 31, (in thousands) 2015 2014 Raw materials and starting stock $ $ Semi-finished and finished steel products Operating materials Gross inventory Inventory reserves Total inventory, net $ $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Schedule of Long-Term Debt | September 30, December 31, (in thousands) 2015 2014 Revolving credit facility $ $ Convertible notes Term loan Swing loan credit facility - Total debt Less: current portion of long-term debt Long-term debt $ $ |
Net (loss) income per Common 18
Net (loss) income per Common Share (Narrative) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,800 | 31,432 | ||
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 708,550 | 442,300 | 595,675 | 351,800 |
Average price of anti-dilutive options outstanding | $ 29.31 | $ 35.20 | $ 31.98 | $ 36.31 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 427,396 | 427,914 | 427,914 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share (Computation of Net Income Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Numerator: | |||||
Net (loss) income | $ (17,045) | $ 1,395 | $ (17,276) | $ 2,345 | |
Adjustment for interest expense on convertible notes | [1] | 132 | |||
Net (loss) income, as adjusted | $ (17,045) | $ 1,527 | $ (17,276) | $ 2,345 | |
Denominator: | |||||
Weighted average number of shares of common stock outstanding | 7,070,924 | 7,039,823 | 7,062,373 | 7,028,658 | |
Weighted average effect of dilutive stock options and other stock compensation | 72,072 | 85,463 | |||
Weighted average effect of assumed conversion of convertible notes | 427,396 | ||||
Weighted average number of shares of common stock outstanding, as adjusted | 7,070,924 | 7,539,291 | 7,062,373 | 7,114,121 | |
Net (loss) income per common share: | |||||
Net (loss) income per common share - Basic | $ (2.41) | $ 0.20 | $ (2.45) | $ 0.33 | |
Net (loss) income per common share - Diluted | $ (2.41) | $ 0.20 | $ (2.45) | $ 0.33 | |
[1] | An adjustment for interest expense on convertible notes was excluded from the (loss) income per share calculation for the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 as a result of the convertible notes being antidilutive. |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Inventory [Abstract] | ||
Cost of goods sold, amortization of operating materials | $ 1.4 | $ 1.2 |
Inventory (Schedule Of Inventor
Inventory (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Abstract] | ||
Raw materials and starting stock | $ 7,809 | $ 8,943 |
Semi-finished and finished steel products | 73,022 | 84,816 |
Operating materials | 8,767 | 8,759 |
Gross inventory | 89,598 | 102,518 |
Less: inventory reserves | (1,257) | (1,448) |
Total inventory, net | $ 88,341 | $ 101,070 |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Goodwill impairment | $ 20,268 | $ 20,268 |
After-tax impact of Goodwill impairment charge | $ 13,100 | |
Market Approach Valuation Technique [Member] | ||
Fair value inputs, comparability adjustments | 70.00% | |
Income Approach Valuation Technique [Member] | ||
Fair value inputs, comparability adjustments | 30.00% |
Long-Term Debt (Credit Facility
Long-Term Debt (Credit Facility, Narrative) (Details) | Oct. 23, 2015USD ($) | Sep. 30, 2015USD ($) |
Revolving credit facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Current Borrowing Capacity | $ 105,000,000 | |
Commitment fee on the daily unused portion of the Revolver | 0.25% | |
Revolving credit facility [Member] | Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum leverage ratio | 3.50 | |
Revolving credit facility [Member] | Minimum | Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Undrawn availability to be maintained on credit facility | $ 10,000,000 | |
Revolving credit facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, interest rate at period end | 1.95% | |
Debt instrument, description of variable rate basis | LIBOR | |
Revolving credit facility [Member] | December 31, 2015 [Member] | Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Earnings before interest taxes depreciation and amortization | 12,400,000 | |
Revolving credit facility [Member] | March 31, 2016 [Member] | Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Earnings before interest taxes depreciation and amortization | 10,200,000 | |
Revolving credit facility [Member] | June 30, 2016 [Member] | Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Earnings before interest taxes depreciation and amortization | 10,800,000 | |
Revolving credit facility [Member] | September 30, 2016 [Member] | Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Earnings before interest taxes depreciation and amortization | 16,800,000 | |
Revolving credit facility [Member] | December 31, 2016 [Member] | Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Earnings before interest taxes depreciation and amortization | $ 23,000,000 | |
Term loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Current Borrowing Capacity | $ 20,000,000 | |
Quarterly term loan payments | $ 750,000 | |
Debt Instrument, Frequency of Periodic Payment | quarterly | |
Debt instrument, maturity date | Mar. 19, 2017 | |
Swing loan credit facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowings under revolver | $ 7,000,000 |
Long-Term Debt (Convertible Not
Long-Term Debt (Convertible Notes, Narrative) (Details) - Convertible notes [Member] - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Aug. 31, 2011 | |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 20 | |
Interest rate, fixed | 4.00% | |
Conversion stock price | $ 47.1675 | |
Stock price trigger for convertible note prepay option | 140.00% | |
Debt instrument, maturity date | Aug. 17, 2017 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total debt | $ 82,600 | $ 86,875 |
Less: current portion of long-term debt | (3,000) | (3,000) |
Long-term debt | 79,600 | 83,875 |
Revolving credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 52,350 | 51,350 |
Convertible notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 20,000 | 20,000 |
Term loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 10,250 | 15,500 |
Swing loan credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 25 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Measurements [Abstract] | ||
Notes Payable, Fair Value Disclosure | $ 20.5 | $ 20.5 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes [Line Items] | ||||
Estimated annual effective tax rate | 35.70% | 34.00% | ||
Effective income tax rate continuing operations | 35.90% | 35.70% | 35.80% | 52.50% |
State and Local Jurisdiction [Member] | ||||
Income Taxes [Line Items] | ||||
Tax adjustments, settlements, and unusual provisions | $ 915 | |||
State and Local Jurisdiction [Member] | NEW YORK | ||||
Income Taxes [Line Items] | ||||
Valuation allowance, deferred tax asset, change in amount | $ 596 | |||
Effective income tax rate continuing operations | 0.00% | |||
State and Local Jurisdiction [Member] | PENNSYLVANIA | ||||
Income Taxes [Line Items] | ||||
Tax adjustments, settlements, and unusual provisions | $ 247 |