8-K
UNIVERSAL STAINLESS & ALLOY PRODUCTS INC false 0000931584 0000931584 2023-07-26 2023-07-26 0000931584 us-gaap:CommonStockMember 2023-07-26 2023-07-26 0000931584 us-gaap:PreferredStockMember 2023-07-26 2023-07-26

 

 

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): July 26, 2023

 

 

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     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 July 26, 2023, Universal Stainless & Alloy Products, Inc. (the “Company”) issued a press release regarding its results for the quarter ended June 30, 2023. 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 June 30, 2023, 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 4.01

Change in Registrant’s Certifying Accountant

Previous Independent Registered Public Accounting Firm

On July 26, 2023, Schneider Downs & Co., Inc. (“SD”), the independent registered public accounting firm to the Company, informed the Company of its decision to resign as the Company’s independent registered public accounting firm effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023. The resignation was solely due to a practice management decision made by SD and was through no fault of the Company.

The audit reports of SD on the consolidated financial statements of the Company as of and for the years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended December 31, 2022 and 2021 and through July 26, 2023, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with SD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SD, would have caused SD to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods.

During the Company’s fiscal years ended December 31, 2022 and 2021 and during the interim period from January 1, 2023 through July 26, 2023, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has provided SD with a copy of the disclosures in this Current Report on Form 8-K prior to filing with the U.S. Securities and Exchange Commission. A copy of SD’s letter, stating it agrees with the statements as set forth above, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

New Independent Registered Public Accounting Firm

On July 26, 2023, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) engaged Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, replacing SD, the Company’s former independent registered public accounting firm. Baker Tilly’s engagement will commence effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023.


In deciding to engage Baker Tilly, the Audit Committee concluded that Baker Tilly has no commercial relationships with the Company that would impair its independence. During the fiscal years ended December 31, 2022 and 2021, and during the interim period from January 1, 2023 through July 26, 2023, neither the Company nor anyone acting on its behalf consulted with Baker Tilly regarding either (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Baker Tilly on the Company’s financial statements, and Baker Tilly did not provide any written report or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 8.01.

Other Events

On July 26, 2023, the Company issued a press release in which it announced the change in its independent registered public accounting firm described in Item 4.01 of this Current Report on Form 8-K. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)    Exhibits
16.1    Letter from Schneider Downs & Co., dated July 26, 2023.
99.1    Press Release dated July 26, 2023.
99.2    Press Release dated July 26, 2023.
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: July 26, 2023

EX-16.1

Exhibit 16.1

July 26, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

We have read the statements made by Universal Stainless & Alloy Products, Inc. in Item 4.01 of its Form 8-K on July 26, 2023 and agree with the statements made concerning our Firm contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

Very truly yours,

/s/ Schneider Downs & Co., Inc.

Certified Public Accountants

EX-99.1

Exhibit 99.1

 

LOGO

 

CONTACTS:    Dennis M. Oates    Steven V. DiTommaso    June Filingeri
   Chairman,    Vice President and    President
   President and CEO    Chief Financial Officer    Comm-Partners LLC
   (412) 257-7609    (412) 257-7661    (203) 972-0186

UNIVERSAL STAINLESS REPORTS PROFITABLE SECOND QUARTER 2023 RESULTS

 

   

Q2 2023 Sales of $69.0 million, up 5% from Q1 2023, up 32% year-over-year; highest since Q2 2019

 

   

Q2 2023 Gross margin improves to $9.8 million, or 14.3% of sales

 

   

Q2 2023 Operating income more than doubles to $3.1 million

 

   

Company returns to profitability with net income of $0.9 million, or $0.10 per diluted share

 

   

Q2 2023 EBITDA is $7.6 million; Adjusted EBITDA is $7.9 million, up 16% from Q1 2023

 

   

Cash flow from operations is $7.7 million for the quarter; $11.2 million year-to-date

 

   

Premium alloy sales are $12.9 million, or 18.6% of total sales

BRIDGEVILLE, PA, July 26, 2023 – Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) today reported net sales for the second quarter of 2023 of $69.0 million, an increase of 4.8% from $65.9 million in the first quarter of 2023, and an increase of 32.3% from net sales of $52.2 million in the second quarter of 2022. For the first six months of 2023, net sales increased 35.3% to $134.9 million from $99.7 million in the same period of 2022.

The Company’s gross margin in the second quarter of 2023 improved to $9.8 million, or 14.3% of sales, representing a 27.5% increase from $7.7 million, or 11.7% of sales, in the first quarter of 2023, and more than double the gross margin of $4.7 million, or 9.1% of sales, in the 2022 second quarter. The gross margin in the most recent quarter benefited from higher shipment volume both sequentially and year-over-year, increased production and higher selling prices, partly offset by negative surcharge misalignment as commodity prices fell during the period.

Operating income in the second quarter of 2023 totaled $3.1 million, which is up 113.5% from operating income of $1.4 million in the first quarter of 2023, and compares with an operating loss of $0.5 million in the second quarter of 2022.

The Company delivered net income of $0.9 million, or $0.10 per diluted share, in the second quarter of 2023 compared to a net loss of $0.5 million, or $0.06 per diluted share, in the first quarter of 2023, and a net loss of $1.4 million, or $0.16 per diluted share, in the second quarter of 2022. For the first six months of 2023, net income was $0.4 million, or $0.04 per diluted share, compared with a net loss of $3.1 million, or $0.34 per diluted share, in the first six months of 2022. 2022 results included an AMJP grant benefit and charges incurred from a liquid metal spill in April 2022.

Sales of premium alloys in the second quarter of 2023 were $12.9 million, or 18.6% of sales, a 27.1% decrease from the record $17.7 million, or 26.8% of sales, in the first quarter of 2023, but an increase of 46.4% from $8.8 million, or 16.8% of sales, in the second quarter of 2022. Year-to-date 2023 premium alloy sales increased 72.2% to $30.5 million, or 22.6% of sales, from $17.7 million, or 17.8% of sales, in the same period of 2022.

Aerospace is the Company’s largest market and represented 74.3% of total sales in the second quarter of 2023 at $51.3 million, an increase of 4.7% from the first quarter 2023 and 43.7% higher than the second quarter of 2022. Year-to-date 2023 aerospace sales totaled $100.2 million, an increase of 52.4% from the first six months of 2022.

 

1


The Company’s EBITDA for the second quarter of 2023 increased to $7.6 million from $6.5 million in the first quarter of 2023 and $4.3 million in the second quarter of 2022. Second quarter 2023 adjusted EBITDA increased 16.5% to $7.9 million from $6.8 million in the first quarter of 2023 and was up 24.8% from $6.4 million in the 2022 second quarter.

Dennis Oates, Chairman, President and CEO, commented: “We returned to bottom line profitability in the second quarter as we achieved gross margin expansion. Higher shipment volume, increased production and higher selling prices were the main drivers.

“Second quarter sales were in line with our plan and expectation for the quarter. Demand for our premium alloys remains robust, and we have a substantial book of business extending through 2024. We expect premium alloy sales to reaccelerate beginning in the third quarter driven by tremendous aerospace demand. Our capital project to add two Vacuum-Arc Remelt (VAR) furnaces at our North Jackson facility remains on target. It is designed to expand our premium alloy portfolio with more technologically advanced, higher margin products.

“We remain highly optimistic about our growth prospects for the remainder of the year and beyond. The hard work of our dedicated and talented employees provides our confidence and ability to seize our opportunities.”

Financial Position

Managed working capital was $148.4 million at June 30, 2023 compared with $149.8 million at March 31, 2023, and $147.9 million at June 30, 2022. Inventory at the end of the second quarter of 2023 was $151.6 million, compared with $149.4 million at the end of the 2023 first quarter, and $149.0 million at the end of the second quarter of 2022, the increase reflecting two record Vacuum-Induction Melt (VIM) production campaigns achieved during the 2023 second quarter.

Backlog (before surcharges) at June 30, 2023 totaled a robust $355.0 million compared with record backlog of $366.0 million at March 31, 2023. Backlog increased 59.4% from $222.7 million at the end of the second quarter of 2022. The average selling price per pound in the backlog increased 7% compared with March 31, 2023.

The Company’s total debt at June 30, 2023 was $93.3 million, down from $99.4 million at March 31, 2023 and compared with $84.0 million at June 30, 2022. Interest expense was $2.0 million for the 2023 second quarter, in line with the 2023 first quarter, but up 135.2% from the second quarter of 2022, due to higher interest rates on the Company’s variable debt.

Capital expenditures for the second quarter of 2023 totaled $2.4 million, compared with $4.5 million in the first quarter of 2023, and $3.0 million in the second quarter of 2022.

Conference Call and Webcast

The Company has scheduled a conference call for today, July 26th, at 10:00 a.m. (Eastern) to discuss second quarter 2023 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 third quarter of 2023.

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, power generation, oil and gas, and heavy equipment manufacturing. More information is available at www.univstainless.com.

 

2


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 segments; 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, 2022, 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]

 

3


UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

FINANCIAL HIGHLIGHTS

(Dollars in Thousands, Except Per Share Information)

(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS    

 

     Three months ended     Six months ended  
     June 30,     June 30,  
     2023      2022     2023     2022  

Net sales

   $ 69,015      $ 52,156     $ 134,880     $ 99,718  

Cost of products sold

     59,167        47,417       117,308       90,926  
  

 

 

    

 

 

   

 

 

   

 

 

 

Gross margin

     9,848        4,739       17,572       8,792  

Selling, general and administrative expenses

     6,755        5,277       13,030       10,326  
  

 

 

    

 

 

   

 

 

   

 

 

 

Operating income (loss)

     3,093        (538     4,542       (1,534

Interest expense

     1,979        814       3,947       1,467  

Deferred financing amortization

     66        56       130       112  

Other expense (income), net

     5        (39     (37     (26
  

 

 

    

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     1,043        (1,369     502       (3,087

Income taxes

     148        68       119       (35
  

 

 

    

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 895      $ (1,437   $ 383     $ (3,052
  

 

 

    

 

 

   

 

 

   

 

 

 

Net income (loss) per common share—Basic

   $ 0.10      $ (0.16   $ 0.04     $ (0.34
  

 

 

    

 

 

   

 

 

   

 

 

 

Net income (loss) per common share—Diluted

   $ 0.10      $ (0.16   $ 0.04     $ (0.34
  

 

 

    

 

 

   

 

 

   

 

 

 

Weighted average shares of common stock outstanding:

         

Basic

     9,066,150        8,960,770       9,061,011       8,953,460  

Diluted

     9,272,660        8,960,770       9,210,841       8,953,460  

 

4


MARKET SEGMENT INFORMATION    

 

     Three months ended      Six months ended  
     June 30,      June 30,  
Net Sales    2023      2022      2023      2022  

Service centers

   $ 53,837      $ 36,940      $ 103,160      $ 70,193  

Original equipment manufacturers

     3,868        4,182        8,076        8,886  

Rerollers

     3,682        6,889        10,327        11,397  

Forgers

     6,426        3,601        11,455        8,289  

Conversion services and other

     1,202        544        1,862        953  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 69,015      $ 52,156      $ 134,880      $ 99,718  
  

 

 

    

 

 

    

 

 

    

 

 

 

Tons shipped

     7,502        7,316        15,689        14,145  
  

 

 

    

 

 

    

 

 

    

 

 

 

MELT TYPE INFORMATION    

 

     Three months ended      Six months ended  
     June 30,      June 30,  
Net Sales    2023      2022      2023      2022  

Specialty alloys

   $ 54,947      $ 42,824      $ 102,496      $ 81,044  

Premium alloys *

     12,866        8,788        30,522        17,721  

Conversion services and other sales

     1,202        544        1,862        953  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 69,015      $ 52,156      $ 134,880      $ 99,718  
  

 

 

    

 

 

    

 

 

    

 

 

 

END MARKET INFORMATION **    

 

     Three months ended      Six months ended  
     June 30,      June 30,  
Net Sales    2023      2022      2023      2022  

Aerospace

   $ 51,262      $ 35,673      $ 100,220      $ 65,775  

Power generation

     1,330        2,224        2,416        3,521  

Oil & gas

     3,054        4,667        7,806        9,019  

Heavy equipment

     8,928        7,205        15,859        15,279  

General industrial, conversion services and other

     4,441        2,387        8,579        6,124  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 69,015      $ 52,156      $ 134,880      $ 99,718  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

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.    

 

5


CONDENSED CONSOLIDATED BALANCE SHEETS

 

     June 30,      December 31,  
     2023      2022  

Assets

     

Cash

   $ 44      $ 2,019  

Accounts receivable, net

     31,295        30,960  

Inventory, net

     151,607        154,193  

Other current assets

     10,689        10,392  
  

 

 

    

 

 

 

Total current assets

     193,635        197,564  

Property, plant and equipment, net

     159,759        163,490  

Deferred income taxes

     104        143  

Other long-term assets

     1,526        2,137  
  

 

 

    

 

 

 

Total assets

   $ 355,024      $ 363,334  
  

 

 

    

 

 

 

Liabilities and Stockholders’ Equity

     

Accounts payable

   $ 33,503      $ 38,179  

Accrued employment costs

     3,609        2,790  

Current portion of long-term debt

     3,665        3,419  

Other current liabilities

     963        1,112  
  

 

 

    

 

 

 

Total current liabilities

     41,740        45,500  

Long-term debt, net

     89,618        95,015  

Other long-term liabilities, net

     3,053        3,066  
  

 

 

    

 

 

 

Total liabilities

     134,411        143,581  

Stockholders’ equity

     220,613        219,753  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 355,024      $ 363,334  
  

 

 

    

 

 

 

 

6


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

 

     Six months ended  
     June 30,  
     2023     2022  

Operating activities:

    

Net income (loss)

   $ 383     $ (3,052

Adjustments for non-cash items:

    

Depreciation and amortization

     9,643       9,694  

Deferred income tax

     (19     (52

Share-based compensation expense

     672       695  

Changes in assets and liabilities:

    

Accounts receivable, net

     (335     (8,945

Inventory, net

     1,716       (9,054

Accounts payable

     (1,633     3,450  

Accrued employment costs

     819       (1,651

Income taxes

     43       33  

Other

     (112     (128
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     11,177       (9,010

Investing activity:

    

Capital expenditures

     (6,932     (5,482
  

 

 

   

 

 

 

Net cash used in investing activity

     (6,932     (5,482

Financing activities:

    

Borrowings under revolving credit facility

     113,883       64,647  

Payments on revolving credit facility

     (118,425     (48,810

Issuance of common stock under share-based plans

     75       62  

Payments on term loan facility and finance leases

     (1,753     (1,210
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (6,220     14,689  
  

 

 

   

 

 

 

Net (decrease) increase in cash

     (1,975     197  

Cash at beginning of period

     2,019       118  
  

 

 

   

 

 

 

Cash at end of period

   $ 44     $ 315  
  

 

 

   

 

 

 

 

7


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

 

     Three months ended     Six months ended  
     June 30,     June 30,  
     2023      2022     2023      2022  

Net income (loss)

   $ 895      $ (1,437   $ 383      $ (3,052

Interest expense

     1,979        814       3,947        1,467  

Income taxes

     148        68       119        (35

Depreciation and amortization

     4,611        4,823       9,643        9,694  
  

 

 

    

 

 

   

 

 

    

 

 

 

EBITDA

     7,633        4,268       14,092        8,074  

Share-based compensation expense

     311        286       672        695  

Fixed cost absorption direct charge

     —          1,300       —          1,300  

Spill costs in addition to absorption charge, net

     —          2,270       —          2,270  

AMJP benefit

     —          (1,761     —          (2,818
  

 

 

    

 

 

   

 

 

    

 

 

 

Adjusted EBITDA

   $ 7,944      $ 6,363     $ 14,764      $ 9,521  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

8

EX-99.2

Exhibit 99.2

 

LOGO

 

CONTACTS:    Dennis M. Oates    Steven V. DiTommaso    June Filingeri
   Chairman,    Vice President and    President
   President and CEO    Chief Financial Officer    Comm-Partners LLC
   (412) 257-7609    (412) 257-7661    (203) 972-0186

Universal Stainless Engages Baker Tilly as New Audit Firm

BRIDGEVILLE, PA, July 26, 2023 – Universal Stainless & Alloy Products, Inc. (Nasdaq: USAP) announced today that it has engaged Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Baker Tilly replaces Schneider Downs & Co., Inc., which informed the Company of its decision to resign effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2023. Schneider Downs has served as the Company’s auditors since 2003. The Company’s audit committee unanimously approved the change in auditor.

Dennis M. Oates, Chairman, President and Chief Executive Officer of Universal Stainless, commented: “We thank Schneider Downs for the quality of professional services that they provided over the years. We also look forward to working with an audit firm of the caliber of Baker Tilly as we continue on our strategic path.”

Steven D. Thompson, Co-Managing Partner of Schneider Downs & Co., Inc., commented: “We are proud of our long tenure of service to a valued client. The resignation was solely due to a practice management decision made by Schneider Downs and was through no fault of Universal Stainless.”

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, power generation, oil and gas, and heavy equipment manufacturing. More information is available at www.univstainless.com.

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 segments; 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 uncertain impact on our facilities and operations and its customers and suppliers and the effectiveness of the Company’s actions taken in response to these risks; 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, 2022, copies of which are available from the SEC or may be obtained upon request from the Company.

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