10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, 2022

OR

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

Commission File Number 001-39467

 

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	25-1724540
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
600 MAYER STREET, BRIDGEVILLE, PA 15017	(412) 257-7600
(Address of principal executive offices, including zip code)	(Registrant’s telephone number, including area code)

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

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

Securities registered pursuant to Section 12(g) of the Act: [None]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 

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

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2022, based on the closing price of $7.40 per share on that date, was approximately $63,226,000. For the purposes of this disclosure only, the registrant has assumed that its directors and executive officers are the affiliates of the registrant. The registrant has made no determination that such persons are “affiliates” within the meaning of Rule 405 under the Securities Act of 1933.

As of February 1, 2023, there were 9,049,748 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference portions of the Company’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders.

INDEX

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	12
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	47
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	47
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	48
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
Item 13.	Certain Relationships and Related Transactions, and Director Independence	49
Item 14.	Principal Accountant Fees and Services	49
PART IV
Item 15.	Exhibits and Financial Statement Schedules	50
Item 16.	Form 10-K Summary

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PART I

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The statements contained in this Annual Report on Form 10-K (“Form 10-K”) of Universal Stainless & Alloy Products, Inc. and its wholly-owned subsidiaries (collectively, “we,” “us,” “our,” or the “Company”), including, but not limited to, the statements contained in Item 1, “Business,” and Item 7, “Management's Discussion and Analysis of the Financial Condition and Results of Operations,” along with statements contained in other reports that we have filed with the Securities and Exchange Commission (the “SEC”), external documents and oral presentations, which are not historical facts are considered to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. These statements which may be expressed in a variety of ways, including the use of forward looking terminology such as “believe,” “expect,” “seek,” “intend,” “may,” “will,” “should,” “could,” “potential,” “continue,” “estimate,” “plan,” or “anticipate,” or the negatives thereof, other variations thereon or compatible terminology, relate to, among other things, statements regarding future growth, cost savings, expanded production capacity, broader product lines, greater capacity to meet customer quality reliability, price and delivery needs, enhanced competitive posture, and the effect of new accounting pronouncements. We do not undertake any obligation to publicly update any forward-looking statements.

These forward-looking statements, and any forward looking statements contained in other public disclosures of the Company which make reference to the cautionary factors contained in this Form 10-K, are based on assumptions that involve risks and uncertainties and are subject to change based on the considerations described below. We discuss many of these risks and uncertainties in greater detail in Item 1A, “Risk Factors,” of this Form 10-K. These and other risks and uncertainties may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements.

ITEM 1. BUSINESS

Universal Stainless & Alloy Products, Inc., which was incorporated in 1994, and its wholly-owned subsidiaries, manufacture and market semi-finished and finished specialty steel products, including stainless steel, nickel alloys, tool steel and certain other premium 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 and original equipment manufacturers (“OEMs”). Our customers further process our products for use in a variety of industries, including the aerospace, power generation, oil and gas, heavy equipment and general industrial markets. We also perform conversion services on materials supplied by customers.

We operate in four locations: Bridgeville and Titusville, Pennsylvania; Dunkirk, New York; and North Jackson, Ohio. Our corporate headquarters is located at our Bridgeville location. We operate these four manufacturing locations as one business segment.

We produce a wide variety of specialty steel grades using several manufacturing processes including vacuum induction melting (“VIM”), vacuum-arc remelting (“VAR”), electro-slag remelting (“ESR”) and argon oxygen decarburization (“AOD”). At our Bridgeville and North Jackson facilities, we produce specialty steel products in the form of semi-finished and finished long products (ingots, billets and bars). In addition, the Bridgeville facility produces flat rolled products (slabs and plates). Semi-finished long products are primarily used by our Dunkirk facility and certain customers to produce finished bar and rod. Finished bar products that we manufacture are primarily used by OEMs and by service center customers for distribution to a variety of end users. We also produce customized shapes primarily for OEMs that are cold rolled from purchased coiled strip, flat bar or extruded bar at our precision rolled products department, located at our Titusville facility.

We make strategic investments in our business and capabilities over time to support our growth initiatives and improve the efficiency of our operations. This includes the installation of a new vacuum arc remelt furnace and an 18-ton crucible for our vacuum induction melting operation at our North Jackson facility in 2021 and our remelt facility expansion at the same facility that began in 2022. These investments expand our premium alloy production capabilities and reduce our costs.

INDUSTRY OVERVIEW

The specialty steel industry is a distinct segment of the overall steel industry. Specialty steels include stainless steels, nickel alloys, tool steels, electrical steels, high-temperature alloys, magnetic alloys and electronic alloys. Specialty steels are made with a high alloy content, suitable for use in environments that demand exceptional hardness, toughness, strength and resistance to heat, corrosion or abrasion, or combinations thereof. Specialty steels generally must conform to more demanding customer specifications for consistency, straightness and surface finish than carbon steels. For each of the years ended December 31, 2022, 2021 and 2020, approximately 60-70% of our net sales were derived from stainless steel products.

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We primarily manufacture our products in response to customer orders and within the following product lines:

Stainless Steel. Stainless steel, which represents the largest part of the specialty steel market, contains elements such as nickel, chrome and molybdenum that give it the unique qualities of high strength, good wear characteristics, natural attractiveness, ease of maintenance and resistance to corrosion and heat. Stainless steel is used, among other applications, in the aerospace, oil and gas, power generation and automotive industries, as well as in the manufacturing of equipment for food handling, health and medical, chemical processing and pollution control.

High-Strength Low Alloy Steel. High-strength low alloy steel is a relative term that refers to those steels that maintain alloying elements that range in versatility. The alloy elements of nickel, chrome and molybdenum in such steels typically exceeds the alloy element of carbon steels but not that of high-temperature alloy steel. High-strength low alloy steels are manufactured for use generally in the aerospace industry.

Tool Steel. Tool steels contain elements of chrome, vanadium and molybdenum to produce specific hardness characteristics that enable tool steels to form, cut, shape and shear other materials in the manufacturing process. Heating and cooling at precise rates in the heat-treating process bring out these hardness characteristics. Tool steels are utilized in the manufacturing of metals, plastics, paper and aluminum extrusions, pharmaceuticals, electronics and optics.

High-Temperature Alloy Steel. These steels are designed to meet critical requirements of heat resistance and structural integrity. They generally have very high nickel content relative to other types of specialty steels. High-temperature alloy steels are manufactured for use generally in the aerospace industry.

RAW MATERIALS AND SUPPLIES

We depend on the delivery of key raw materials for our day-to-day melting operations. These key raw materials are carbon and stainless scrap metal and alloys, primarily consisting of nickel, chrome, molybdenum, vanadium and copper. Scrap metal is primarily generated by industrial sources and is purchased through a number of scrap brokers and processors. We also recycle scrap metal generated from our own production operations as a source of metal for our melt shops. Alloys are generally purchased from domestic agents and primarily originate in North America, Australia, China, South America and South Africa.

Our Bridgeville and North Jackson facilities also supply semi-finished specialty steel products as starting materials to our other operating facilities. Semi-finished specialty steel starting materials, which we cannot produce at a competitive cost, are purchased from other suppliers. We generally purchase these starting materials from steel strip coil suppliers, extruders, flat rolled producers and service centers. We believe that adequate supplies of starting material will continue to be available.

The cost of raw materials represents approximately 35%-40% of the cost of products sold in each of 2022, 2021 and 2020. Raw material costs can be impacted by significant price changes. Raw material prices vary based on numerous factors, including quality, and are subject to frequent market fluctuations. The average price of substantially all our major raw materials increased for 2021 compared to 2020, and also increased for 2022 compared to 2021; however, prices generally decreased in the second half of 2022 after reaching highs in April 2022. Future raw material prices cannot be predicted with any degree of certainty. We do not maintain any fixed-price long-term agreements with any of our raw material suppliers.

We apply a raw material surcharge in our pricing to align our pricing with fluctuations in commodity costs. Most orders apply the raw material surcharge in effect at the time of shipment to align the selling price with commodity costs. Some shorter lead time orders embed the surcharge into the price at the time of order entry. Surcharges are published on our website, and can fluctuate by month in line with commodity cost changes. Over time, our surcharge will effectively offset changes in raw material costs; however, during a period of rising or falling prices the timing will cause variation between reporting periods.

CUSTOMERS

Our largest customer accounted for approximately 21%, 19% and 23% of our net sales for the years ended December 31, 2022, 2021 and 2020, respectively. One additional customer accounted for approximately 18% of our sales during 2022, and a third customer accounted for approximately 10% of our sales during 2021.

International sales approximated 5% of annual sales in 2022 and 7% of our annual net sales in each of 2021 and 2020.

BACKLOG

Our backlog of orders (excluding surcharges) on hand as of December 31, 2022 was approximately $287.9 million compared to approximately $134.5 million at December 31, 2021. The majority of these orders are scheduled to ship during 2023. Our

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backlog may not be indicative of actual sales because certain surcharges are not determinable until the order is shipped to the customer and, therefore, cannot be used as a direct measure of future revenue.

COMPETITION

Competition in our markets is based upon product quality, delivery capability, customer service, customer approval and price. Maintaining high standards of product quality, while responding quickly to customer needs and keeping production costs at competitive levels, is essential to our ability to compete in these markets.

We believe that there are several companies that manufacture one or more similar specialty steel products that are significant competitors. There are a few smaller producing companies and material converters that are also considered to be competitors.

High import penetration of specialty steel products, especially stainless and tool steels, also impacts the competitive nature within the United States. Unfair pricing practices by foreign producers have resulted in high import penetration into the U.S. markets in which we participate.

HUMAN CAPITAL MANAGEMENT

Employee Relations

We consider the maintenance of good relations with our employees to be important to the successful conduct of our business. We have profit-sharing plans for certain salaried and hourly employees and for all of our employees represented by United Steelworkers (the “USW”) and have equity ownership programs for all of our eligible employees, in an effort to forge an alliance between our employees’ interests and those of our stockholders. At December 31, 2022, 2021 and 2020, we had 622, 558 and 566 employees, respectively, of which 475, 421 and 430, respectively, were USW members.

Collective Bargaining Agreements

Our Bridgeville, Titusville, Dunkirk and North Jackson facilities recognize the USW as the exclusive representative for their hourly employees with respect to the terms and conditions of their employment. The following collective bargaining agreements are currently in place:

Facility	Commencement Date	Expiration Date
Bridgeville	September 2018	August 2023
North Jackson	July 2018	June 2024
Dunkirk	November 2022	October 2025
Titusville	October 2020	September 2025

We believe a critical component of our collective bargaining agreements is the inclusion of a profit sharing plan.

Employee Benefit Plans

We maintain a 401(k) retirement plan for our hourly and salaried employees. Pursuant to the 401(k) plan, participants may elect to make pre-tax and after-tax contributions, subject to certain limitations imposed under the Internal Revenue Code of 1986, as amended. In addition, we make periodic contributions to the 401(k) plan for the hourly employees employed at the North Jackson, Dunkirk and Titusville facilities, based on service. In addition, we make periodic contributions for the salaried employees at all locations based upon their service and their individual contribution to the 401(k) retirement plan.

We participate in the Steelworkers Pension Trust (the “Trust”), a multi-employer defined-benefit pension plan that is open to all hourly and salaried employees associated with the Bridgeville facility. We make periodic contributions to the Trust based on hours worked at a fixed rate for each hourly employee and a fixed monthly contribution on behalf of each salaried employee.

We also provide group life and health insurance plans for our hourly and salary employees.

Employee Stock Purchase Plan

Under the Amended and Restated 1996 Employee Stock Purchase Plan, as amended (the “Plan”), the Company is authorized to issue up to 400,000 shares of common stock to its full-time employees, nearly all of whom are eligible to participate. Under the terms of the Plan, employees can choose as of January 1 and July 1 of each year to have up to 10% of their total earnings withheld to purchase up to 100 shares of our common stock each six-month period. The purchase price of the stock is 85% of the lower of its beginning-of-the-period or end-of-the-period market prices. At December 31, 2022, we have issued 315,624 shares of common stock since the Plan’s inception.

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Employee Safety

COVID-19 emerged near the beginning of 2020, bringing significant uncertainty in our end markets. Recognizing the potential for disruption in our operations, we began to deploy safety protocols and processes beginning in the March 2020 timeframe to help keep our employees safe while continuing to serve our customer base. The safety protocols in place have been in line with state and CDC recommendations and Occupational Safety and Health Administration (“OSHA”) requirements such as face coverings, physical distancing, temperature checks, work from home where applicable, enhanced cleaning, encouraging self-health checks, contact tracing and quarantining, as applicable.

The safety of our employees is a paramount concern in managing our operations. We strive to minimize workplace injuries as much as possible and to provide a safe, open and accountable work environment for our employees. The period 2020 through 2022 represents the three years with the fewest OSHA recordable cases in Company history.

We encourage employees to provide feedback, ask questions and report concerns related to ethics or safety violations. We take employee concerns seriously and evaluate appropriate actions in response.

Employee Inclusion

We are an Equal Opportunity Employer. All qualified applicants for positions with the Company receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or veteran status. We strive to provide an equitable and inclusive environment for all our employees. We are committed to achieving representation across all levels of our workforce that reflects the diversity of the communities in which we live and work.

GOVERNMENT REGULATIONS

We are subject to federal, state and local environmental laws and regulations (collectively, “Environmental Laws”), including those governing discharges of pollutants into the air and water, and the generation, handling and disposal of hazardous and non-hazardous substances. We monitor our compliance with applicable Environmental Laws and, accordingly, believe that we are currently in compliance with all laws and regulations in all material respects. We are subject periodically to environmental compliance reviews by various regulatory offices. We may be liable for the remediation of contamination associated with generation, handling and disposal activities. Environmental costs could be incurred, which may be significant, related to environmental compliance, at any time or from time to time in the future. In the ordinary course of business, we are also subject to government regulations including those enforced by OSHA.

EXECUTIVE OFFICERS

The following table sets forth, as of February 24, 2023, certain information with respect to the executive officers of the Company:

Name (Age)	Executive Officer Since	Position
Dennis M. Oates (70)	2008	Chairman, President and Chief Executive Officer
Christopher M. Zimmer (49)	2010	Executive Vice President and Chief Commercial Officer
Graham McIntosh, Ph.D. (60)	2015	Executive Vice President and Chief Technology Officer
John J. Arminas (51)	2020	Vice President, General Counsel and Corporate Secretary
Wendel L. Crosby (51)	2021	Vice President of Manufacturing
Steven V. DiTommaso (36)	2022	Vice President and Chief Financial Officer

Dennis M. Oates has been President and Chief Executive Officer of the Company since 2008. Mr. Oates was named to the Company’s Board of Directors in 2007. Mr. Oates previously served as Senior Vice President of the Specialty Alloys Operations of Carpenter Technology Corporation from 2003 to 2007. Mr. Oates also served as President and Chief Executive Officer of TW Metals, Inc. from 1998 to 2003. In 2010, the Board of Directors elected Mr. Oates to the additional position of Chairman.

Christopher M. Zimmer has been Executive Vice President and Chief Commercial Officer since 2014. Mr. Zimmer served as Vice President of Sales and Marketing from 2008 to 2014. Mr. Zimmer previously served as Vice President of Sales and Marketing for Schmoltz+Bickenbach USA from 1995 to 2008. He previously held positions of increasing responsibility including inside sales, Commercial Manager—stainless bar, General Manager—nickel alloy products, and National Sales Manager.

Graham McIntosh, Ph.D. has been Executive Vice President and Chief Technology Officer since May 2018. Dr. McIntosh also served as the Company’s Vice President and Chief Technology Officer from 2013 until May 2018. Dr. McIntosh previously served as Director of Global Technology Initiatives for Carpenter Technology Corporation where he joined in 2008. Dr. McIntosh also served as Vice President of Technology and Director of Quality for Firth Rixson Viking from 2001

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to 2008, and also held several management and technical positions at Wyman-Gordon Livingston from 1987 to 2001, where he began his career.

John J. Arminas has been Vice President, General Counsel and Corporate Secretary for the Company since April 2020. Mr. Arminas also served as the Company’s Corporate Counsel from 2013 until April 2020. Prior to his tenure at the Company, Mr. Arminas served as an attorney for the Law Firm of Goldberg, Kamin & Garvin from 2004 to 2013.

Wendel L. Crosby has been Vice President of Manufacturing of the Company since April 2019. Mr. Crosby also served as General Manager for the Company’s Dunkirk and Titusville facilities from 2014 until April 2019. Prior to his tenure at the Company, Mr. Crosby served as Area Operations Manager for Precision Castparts Corp. from 2012 to 2014. Prior to that, Mr. Crosby served as the Director of Finishing for Columbus Steel Castings from 2010 to 2012. Mr. Crosby also served as Finishing Value Stream Manager from 2004 to 2011 and Program Manager from 2007 to 2010 for Columbus Steel Castings. Mr. Crosby is a former member of the United States Army and is a combat war veteran.

Steven V. DiTommaso was appointed Vice President and Chief Financial Officer of the Company in April 2022. Previously, Mr. DiTommaso served as Corporate Controller of the Company since 2018. Prior to his tenure at the Company, Mr. DiTommaso served as Director of Accounting at Thorley Industries, LLC from 2016 to 2018, and in roles of increasing responsibility in the audit and assurance practice at PricewaterhouseCoopers from 2008 to 2016. He is a Certified Public Accountant.

PATENTS AND TRADEMARKS

We do not consider our business to be materially dependent on patent or trademark protection, and believe we own or maintain effective licenses covering all the intellectual property used in our business. We benefit from our proprietary rights relating to designs, engineering and manufacturing processes and procedures. We seek to protect our proprietary information by use of confidentiality and non-competition agreements with certain employees.

AVAILABLE INFORMATION

Our common stock is listed on the Nasdaq Global Select Market under the “USAP” ticker symbol. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as well as proxy and information statements that we file with the SEC, are available on our website at www.univstainless.com as soon as reasonably practicable after such reports are filed with the SEC. The contents of our website are not part of this Form 10-K. Copies of these documents will be available to any shareholder upon request. Requests should be directed in writing to Investor Relations at 600 Mayer Street, Bridgeville, PA 15017. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, like us, that file electronically with the SEC.

ITEM 1A. RISK FACTORS

We wish to caution each reader of this Form 10-K to consider the following factors and other factors discussed herein and in other past reports, including but not limited to prior year Form 10-K and Form 10-Q reports filed with the SEC. Our business and results of operations could be materially affected by any of the following risks. The factors discussed herein are not exhaustive. Therefore, the factors contained herein should be read together with other reports that we file with the SEC from time to time, which may supplement, modify, supersede, or update the factors listed in this document.

Macroeconomic Risks

Our business and operations, and the operations of our customers and suppliers, have been adversely impacted by the COVID-19 pandemic.

The outbreak of COVID-19 was declared by the World Health Organization to be a “pandemic” and spread across the world, including the United States and many countries where the Company sells its products or sources raw materials. Our operations and financial performance have been negatively impacted by the pandemic, which caused a global slowdown of economic activity and is expected to continue to cause disruptions in global supply chains, volatility and disruption of financial markets from time to time and other potentially adverse consequences on our operations and financial position.

Because the severity, magnitude and duration of the impact of COVID-19 and its future economic consequences are unknown, its impact on our future operations and financial performance cannot be fully determined. The ultimate impact of COVID-19 on our operations and financial performance depends on many factors that are not within our control, including, but not limited to, governmental, business and individuals’ actions that have been and continue to be taken in response to the

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pandemic (including restrictions on travel and transport and workforce pressures); the impact of outbreaks of new strains of COVID-19 and actions taken in response on global and regional economies, travel and economic activity; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; commodity prices; and vaccination activities.

We continue to experience adverse impacts on our business due to COVID-19, including lower productivity from cases in our employees, and global supply chain disruption. As the impact of COVID-19 on the economy and our operations evolves, we will continue to assess our liquidity position in relation to our anticipated future liquidity needs. Under the terms of our Credit Agreement (as defined below), our borrowing availability is based on eligible accounts receivable and inventory, which have been impacted and will continue to be impacted by the challenging economic environment discussed herein. Additionally, conditions in the financial and credit markets also may limit the availability of funding or increase the cost of funding, which could adversely affect our business, financial position and results of operations.

We are a smaller reporting company, and the reduced reporting requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.

We are a “smaller reporting company” as defined in Section 12 of the Exchange Act. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to public companies that are not smaller reporting companies, such as reduced disclosure obligations regarding executive compensation in our annual and periodic reports and proxy statements. We will remain a smaller reporting company as long as (i) our public float remains less than $250 million or (ii) our annual revenues are less than $100 million and we either have no public float, or our public float is less than $700 million. Public float is measured for this purpose as of the last business day of our most recently-completed second fiscal quarter, and annual revenues are measured as of the most recently completed fiscal year for which audited financial statements are available. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

We are subject to risks associated with global economic and market factors.

Our results of operations are affected directly by the level of business activity of our customers and our suppliers, which in turn is affected by global economic and market factors, including health epidemics, impacting the industries and markets that we participate in. We are susceptible to macroeconomic downturns in the United States and abroad that may affect the general economic climate, our performance and the demand of our customers. We may face significant challenges if conditions in the financial markets deteriorate. There can be no assurance that global economic and market conditions will not adversely impact our results of operations, cash flow or financial position in the future.

Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of foreign trade, and in particularly increased trade restrictions, tariffs or taxes on imports from countries where we sell products or purchase materials could have a material adverse effect on our business and financial results. Given the uncertainty regarding the scope and duration of current, proposed, or future imposed tariffs, we can provide no assurance that any strategies we implement to mitigate the impact of such tariffs on the Company will be successful.

Commercial Risks

A substantial amount of our sales is derived from a limited number of customers.

Our five largest customers in the aggregate accounted for approximately 58% of net sales for the year ended December 31, 2022 and 47% of our net sales for each of the years ended December 31, 2021 and 2020. An adverse change in, or termination of, the relationship with one or more of our customers or market segments could have a material adverse effect on our results of operations.

Our business is very competitive, and increased competition could reduce our sales.

We compete with domestic and foreign producers of specialty steel products. In addition, many of the finished products sold by our customers are in direct competition with finished products manufactured by foreign sources, which may affect the demand for those customers’ products. Any competitive factors that adversely affect the market for finished products manufactured by us or our customers could indirectly adversely affect the demand for our semi-finished products. Additionally, our products compete with products fashioned from alternative materials such as aluminum, composites and plastics, the production of which includes domestic and foreign enterprises. Competition in our field is intense and is

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expected to continue to be so in the foreseeable future. A majority of our business is not covered under long term supply contracts. There can be no assurance that we will be able to compete successfully in the future.

The demand for our products may be cyclical.

Demand for our products from our customers can be cyclical in nature and sensitive to various factors, including demand, production schedules and other conditions in each of our end markets, fluctuations in inventory levels throughout the supply chain, and general macroeconomic conditions. A significant adverse change in demand for any reason could have a material adverse effect on our results of operations.

A substantial amount of our sales is derived from the aerospace industry.

Approximately 68% of our sales represented products sold to customers in the aerospace market in 2022. The aerospace market is historically cyclical due to both external and internal market factors. These factors include general economic conditions, supply chain fluctuations, diminished credit availability, airline profitability, demand for air travel, age of fleets, varying fuel and labor costs, price competition, new technology development and international and domestic political conditions such as military conflict and the threat of terrorism. The length and degree of cyclical fluctuation can be influenced by any one or a combination of these factors and therefore are difficult to predict with certainty.

A prolonged downturn in the aerospace industry would adversely affect the demand for our products and/or the prices at which we are able to sell our products, and our results of operations, business and financial condition could be materially adversely affected. The continued market uncertainty regarding the continuing impacts of COVID-19 on the aerospace business, has and could continue to adversely impact our results.

Our business may be harmed by failure to develop, commercialize, market and sell new applications and new products.

We believe that our alloys and metallurgical manufacturing expertise provide us with a competitive advantage over other high-performance alloy producers. Our ability to maintain this competitive advantage depends on our ability to continue to offer products that have equal or better performance characteristics than competing products at competitive prices. Our future growth will depend, in part, on our ability to develop, commercialize and sell new products. If we are not successful in these efforts, or if our new products and product enhancements do not adequately meet the requirements of the marketplace and achieve market acceptance, our business could be adversely affected.

Our business requires continuing efforts to obtain new customer approvals on existing products and applications, which is a stringent, difficult process subject to each customer’s varying approval methodology and preferences. If we are not successful in these efforts, our business could be adversely affected.

We believe that our international sales and purchases are associated with various risks.

We conduct business with suppliers and customers in foreign countries which exposes us to risks associated with international business activities, including effects of the United Kingdom’s withdrawal from membership in the European Union (referred to as “Brexit”). We could be significantly impacted by these risks, which include the potential for volatile economic and labor conditions, political instability, collecting accounts receivable and exchange rate fluctuations (which may affect sales revenue to international customers and the margins on international sales when converted into U.S. dollars).

International sales approximated 5% of annual sales in 2022, and 7% of annual net sales in 2021 and 2020. An immaterial portion of the international sales are denominated in foreign currencies.

7

Financial Risks

Our business may be harmed if we are unable to meet our debt service requirements or the covenants in our Credit Agreement, or if interest rates increase.

We have debt upon which we are required to make scheduled interest and principal payments, and we may incur additional debt in the future. A significant portion of our debt bears interest at variable rates that may increase in the future. A significant increase in interest rates or disruption in the global financial markets may affect our ability to obtain financing or to refinance existing debt on acceptable terms, if at all, and could increase the cost of our borrowings.

Our ability to satisfy our debt obligations will depend upon our future operating performance, which will be affected by prevailing economic conditions in the markets that we serve and financial, business and other factors, many of which are beyond our control. If we are unable to generate sufficient cash to service our debt or if interest rates increase, our results of operations and financial condition could be adversely affected. Our Credit Agreement, which provides for a $105.0 million senior secured revolving credit facility and a $15.0 million senior secured term loan facility, also requires us to comply with certain covenants. Failure to comply with the covenants contained in the Credit Agreement could result in a default, which, if not waived by our lenders, could substantially increase our borrowing costs and result in acceleration of our debt. As of December 31, 2022, we were in compliance with the applicable covenants in our Credit Agreement.

Changes in tax rules and regulations, or interpretations thereof, may adversely affect our effective tax rates.

We are a U.S. based company with customers and suppliers in foreign countries. We import various raw materials used in our production processes and we export goods to our foreign customers. The United States, the European Commission, countries in the European Union and other countries where we do business have implemented and may consider further changes in relevant tax, border tax, accounting and other laws, regulations and interpretations, that may unfavorably impact our effective tax rate or result in other costs to us.

Our ability to recognize tax benefits on our existing net operating loss positions may be limited.

We have generated meaningful net operating loss carryforwards, tax credit carryforwards and other tax attributes (collectively, the “Tax Benefits”), which potentially can be utilized in certain circumstances to reduce our future income tax obligations. As of December 31, 2022, we had estimated U.S. federal net operating losses of approximately $25.8 million, state net operating losses of approximately $11.0 million, U.S. federal tax credit carryforwards of approximately $7.0 million and state tax credit carryforwards of approximately $0.4 million. Our ability to use our Tax Benefits would be substantially limited if we were to experience an “ownership change,” as defined under Section 382 of the Internal Revenue Code (the “Tax Code”). In general, a corporation would experience an ownership change if the percentage of the corporation’s stock owned by one or more “5% shareholders,” as defined under Section 382 of the Tax Code, increases by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. On August 24, 2020, our Board of Directors adopted a Tax Benefits Preservation Plan (the “Rights Agreement”) designed to protect the availability of our Tax Benefits and the Rights Agreement was ratified by our shareholders on May 5, 2021. The Rights Agreement contains an ownership trigger threshold of 4.95% and reduces the likelihood that changes in our investor base would limit our future use of our Tax Benefits, which would significantly impair the value of such Tax Benefits. However, there is no guarantee that the Rights Agreement will be effective in protecting our Tax Benefits. Further, if we continue to be unable to generate sufficient taxable income, these Tax Benefits may expire unutilized, and we may not be able to recognize the benefits that could arise from such Tax Benefits.

Human Capital Risks

Our business depends largely on our ability to attract and retain key personnel.

We depend on the continued service, availability and ability to attract skilled personnel, including members of our executive management team, other management positions, and metallurgists, along with maintenance and production positions at various levels. Our inability to attract and retain such people may adversely impact our ability to fill existing roles and support growth. Attraction and retention of qualified personnel remains challenging as the labor market remains tight.

Further, the loss of key personnel could adversely affect our ability to perform until suitable replacements can be found.

Our business may be harmed by strikes or work stoppages.

At December 31, 2022, we had 475 employees, out of a total of 622, who were covered under collective bargaining agreements with the USW expiring at various dates in 2023 to 2025. There can be no assurance that we will be successful in

8

timely concluding collective bargaining agreements with the USW to succeed the agreements that expire, in which case, we may experience strikes or work stoppages that may have a material adverse impact on our results of operations.

Costs related to our participation in a multi-employer pension plan could increase significantly.

We participate in the Trust, a multi-employer defined-benefit pension plan. We make contributions to the Trust with respect to all hourly and salaried employees associated with our Bridgeville facility. The trustees of the Trust have provided us with the latest data available for the year ended December 31, 2021. As of that date, the Trust is not fully funded. Our contribution rates could increase if the Trust is required to adopt a funding improvement plan or a rehabilitation plan as a result of funding deficiencies in excess of specified levels, which may be due to poor performance of Trust investments or other factors, or as a result of future wage and benefit agreements. In addition, if we choose to stop participating in the Trust, our contributions to the Trust decline or the Trust is terminated, we may be required to pay the Trust an amount based on the underfunded status of the Trust, referred to as a withdrawal liability. Changes to any of these factors could negatively impact our future results of operations and cash flows to a material extent.

Operational Risks

Our business is subject to stringent environmental, health and safety regulations which may result in significant liabilities and/or costs to maintain compliance.

Our operations and properties are subject to extensive and varied federal, state, local and international laws and regulations relating to public health, the environment, pollution, and occupational safety and health. We have used, and currently use and manufacture, substances that are considered hazardous or toxic under worker safety and health laws and regulations. We take measures to control or eliminate the continuing risk associated with the environmental, health and safety issues, however we could incur substantial fines and civil or criminal sanctions, cleanup costs, compliance investments and third-party property or injury claims as a result of violations, or non-compliance related to these regulations affecting our facilities and operations.

We are dependent on the availability and price of raw materials and operating supplies.

We purchase carbon and stainless scrap metal and alloy additives, principally nickel, chrome, vanadium, molybdenum, manganese and copper, for our melting operation. A portion of the alloy additives is available only from foreign sources, some of which are located in countries that may be subject to unstable political and economic conditions. Those conditions, or other conditions that impact the availability of our key raw materials and operating supplies, might disrupt supplies or affect the prices of the raw materials. We maintain sales price surcharges on our products to help offset the impact of raw material price fluctuations.

We do not maintain long-term fixed-price supply agreements with any of our raw material suppliers. If our supply of raw materials were interrupted, we might not be able to obtain sufficient quantities of raw materials or obtain sufficient quantities of such materials at satisfactory prices, which, in either case, could adversely affect our results of operations. In addition, significant volatility in the price of our principal raw materials could adversely affect our financial results and there can be no assurance that the raw material surcharge mechanism employed by us will completely offset immediate changes in our raw material costs in a given period.

Our production processes also require consumable operating supplies. Significant volatility in the price of our consumable operating supplies could adversely affect our financial results.

Our business requires substantial amounts of energy.

The manufacturing of specialty steel is an energy-intensive process and requires the ready availability of substantial amounts of electricity and natural gas, for which we negotiate competitive supply agreements. While we believe that our energy agreements allow us to compete effectively within the specialty steel industry, the potential for increased costs exists during periods of high demand or supply disruptions. We have a sales price surcharge to help offset the cost fluctuations.

Our business may be harmed by failures on critical manufacturing equipment.

Our manufacturing processes are dependent upon certain critical pieces of specialty steel making equipment, including our 50-ton electric-arc furnace and AOD vessel, our ESR, VIM and VAR furnaces, our radial hydraulic forge and our universal rolling mill. In the event a critical piece of equipment should become inoperative as a result of unexpected equipment failure, there can be no assurance that our operations would not be substantially curtailed, which may have a negative effect on our financial results.

9

Our business subjects us to risk of litigation claims, as a routine matter, and this risk increases the potential for a loss that might not be covered by insurance.

Litigation claims may relate to the conduct of our business, including claims relating to product liability, commercial disputes, employment actions, employee benefits, compliance with domestic and federal laws and personal injury. Due to the uncertainties of litigation, we might not prevail on claims made against us in the lawsuits that we currently face, and additional claims may be made against us in the future. The outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to us. The resolution in any reporting period of one or more of these matters could have a material adverse effect on our business.

If we are unable to protect our information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

We rely on information technology networks and systems to manage and support a variety of business activities, including procurement and supply chain, engineering support, and manufacturing. Our information technology systems, some of which are managed by third-parties, may be susceptible to the inability to continue to receive software updates and contractual vendor support, damage, disruptions or shutdown due to failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunications failures, user errors or catastrophic events. In addition, security breaches could result in unauthorized disclosures of confidential information. If our information technology systems suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, our manufacturing process could be disrupted resulting in late deliveries or even no deliveries if there is a total shutdown.

10

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We own our Bridgeville, Pennsylvania facility, which consists of approximately 800,000 square feet of floor space and our executive offices on approximately 77 acres. The Bridgeville facility contains melting, remelting, conditioning, rolling, annealing, testing and various other processing equipment. Substantially all products shipped from the Bridgeville facility are processed through its melt shop and universal rolling mill operations.

We own our North Jackson, Ohio facility, which consists of approximately 257,000 square feet of floor space on approximately 110 acres. The North Jackson facility contains melting, remelting, forging, annealing and various other processing operations. Our obligations under our Credit Agreement, which is more fully described under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources,” are collateralized by a first lien on our real property in North Jackson, Ohio.

We own our Dunkirk, New York facility, which consists of approximately 680,000 square feet of floor space on approximately 81 acres. The Dunkirk facility processes semi-finished billet and bar stock through one or more of its five rolling mills, a high temperature annealing facility and/or its round and shape bar finishing and testing equipment.

We own our Titusville, Pennsylvania facility, which consists of seven buildings on approximately 10 acres, including two principal buildings of approximately 265,000 square feet in total area. The Titusville facility contains five VAR furnaces and various rolling and finishing equipment.

Specialty steel production is a capital-intensive industry. We believe that our facilities and equipment are suitable for our present manufacturing needs. We believe, however, that we will continue to require capital from time to time to add new equipment and to repair or replace our existing equipment to remain competitive and to enable us to manufacture quality products and provide delivery and other support service assurances to our customers.

ITEM 3. LEGAL PROCEEDINGS

Information regarding the Company’s legal proceedings and other commitments and contingencies is set forth in Part II, Item 8, Financial Statements and Supplementary Data, Note 14, which is incorporated by reference into this Item 3.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

11

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

At December 31, 2022, a total of 9,049,748 shares of common stock, par value $0.001 per share, were issued and held by 89 holders of record. There were no shares of the issued common stock held in treasury at December 31, 2022. Our common stock trades under the symbol “USAP” on the Nasdaq Global Select Market.

DIVIDENDS

We have never paid a cash dividend on our common stock. Our Credit Agreement does not permit the payment of cash dividends on our common stock. Accordingly, we do not expect to pay a cash dividend on our common stock in the near future.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management Discussion and Analysis (“MD&A”) is intended to help the reader understand the consolidated results of operations and financial condition of Universal Stainless & Alloy Products, Inc. and its wholly-owned subsidiaries (collectively, “we,” “us,” “our,” or the “Company”). This MD&A should be read in conjunction with our consolidated financial statements and accompanying notes included in this Form 10-K. When reviewing the discussion, you should keep in mind the substantial risks and uncertainties that characterize our business. In particular, we encourage you to review the risk and uncertainties described under Item 1A “Risk Factors,” of this Form 10-K. These risks and uncertainties could cause actual results to differ materially from those forecasted in forward-looking statements or implied by past results and trends. Forward-looking statements are statements that attempt to project or anticipate future developments in our business; we encourage you to review the discussion of forward-looking statements under “Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995,” at the beginning of this report. These statements, like all statements in this report, speak only as of the date of this report (unless another date is indicated), and we undertake no obligation to update or revise the statements in light of future developments. Unless otherwise specified, any reference to a “year” is to the year ended December 31.

Overview

We 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 and original equipment manufacturers. Our customers further process our products for use in a variety of industries, including the aerospace, power generation, oil and gas, heavy equipment and general industrial markets. We also perform conversion services on materials supplied by customers.

Our aerospace end market accounted for approximately 68% of our total net sales in 2022 and will continue to be a major driver of our future results. Sales to our aerospace end market increased 50% compared to 2021. Sales to our power generation, oil & gas and general industrial end markets also increased compared to 2021, while sales to our heavy equipment end market decreased. Heavy equipment end market sales can fluctuate due to a variety of factors, including production-line retooling of automobile manufacturers and inventory management by industry service centers, who are our primary direct customers.

Sales of our premium products increased by nearly 50% in 2022 as well, and totaled $39.2 million for the year. Total Company backlog at the end of 2022 was $287.9 million, a new record level, and premium products represented 35% of the backlog at the end of the year. Our premium products have a higher selling price and higher margins than our other products and are a key component of our growth strategy.

Our 2022 gross margin was 7.0% of net sales, improved from 5.1% gross margin in 2021. The liquid metal spill that occurred in our Bridgeville, PA melt shop in April 2022 was a significant headwind to our results in the second quarter and throughout the second half of 2022. The spill caused seven weeks of down time at the melt shop, which is the primary melt operation in our product process, and disrupted production throughput for the remainder of the year. The total impact on costs of goods sold in 2022 attributed to the spill was estimated at $5.4 million, which held back our gross margin and earnings improvement versus 2021.

During 2022, we made significant progress on a strategic capital investment in our North Jackson, OH facility which expands our remelt capacity for production of premium products, and we used $15 million to grow inventory due to higher prices of our raw material and carrying costs per unit of work in process. Our order backlog and inventory levels as we enter 2023 position us well to take advantage of strong specialty metals demand in our largest end markets.

Our operating facilities are integrated, and therefore our chief operating decision maker (“CODM”) views the Company as one business unit. Our CODM sets performance goals, assesses performance and makes decisions about resource allocations on a consolidated basis. As a result of these factors, as well as the nature of the financial information available which is reviewed by our CODM, we maintain one reportable segment.

COVID-19 Impacts

COVID-19 related challenges negatively impacted the efficiency of our operations from 2020 through 2022. These challenges have impacted the Company’s backlog, end markets, overall operations, cash flows and financial results, and may continue beyond 2022. The ultimate extent of the effects of COVID-19 on the Company, and the end markets we serve, remains uncertain and will continue to depend on future developments.

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Results of Operations

2022 Results Compared to 2021

For the years ended December 31,	2022				2021
(dollars in thousands, except per shipped ton information)
	Amount		% of net sales		Amount		% of net sales		Dollar Variance		% variance
Total net sales	$	202,114	100.0	%	$	155,934	100.0	%	$	46,180	29.6	%
Cost of products sold		187,927	93.0			147,963	94.9			39,964	27.0
Gross margin		14,187	7.0			7,971	5.1			6,216	78.0
Selling, general and administrative expenses		21,180	10.5			20,243	13.0			937	4.6
Operating loss		(6,993)	(3.5)			(12,272)	(7.9)			5,279	43.0
Interest expense		4,163	2.1			1,989	1.3			2,174	109.3
Deferred financing amortization		225	0.1			225	0.1			-	-
Gain on extinguishment of debt		-	-			(10,000)	(6.4)			10,000	NM
Other income, net		(684)	(0.3)			(445)	(0.3)			(239)	53.7
Loss before income taxes		(10,697)	(5.3)			(4,041)	(2.6)			(6,656)	164.7
Benefit from income taxes		(2,624)	(1.3)			(3,283)	(2.1)			659	20.1
Net loss	$	(8,073)	(4.0)	%	$	(758)	(0.5)	%	$	(7,315)	965.0	%

Market Segment Information:

For the years ended December 31,	2022				2021
(dollars in thousands)
	Amount		% of net sales		Amount		% of net sales		Dollar variance		% variance
Net sales:
Service centers	$	144,955	71.7	%	$	110,404	70.8	%	$	34,551	31.3	%
Original equipment manufacturers		17,230	8.5			15,011	9.6			2,219	14.8
Rerollers		19,824	9.8			17,058	11.0			2,766	16.2
Forgers		17,568	8.7			11,835	7.6			5,734	48.4
Conversion services and other		2,537	1.3			1,626	1.0			911	56.0
Total net sales	$	202,114	100.0	%	$	155,934	100.0	%	$	46,180	29.6	%

Melt Type Information:

For the years ended December 31,	2022				2021
(dollars in thousands)
	Amount		% of net sales		Amount		% of net sales		Dollar variance		% variance
Net sales:
Specialty alloys	$	160,352	79.3	%	$	127,885	82.0	%	$	32,467	25.4	%
Premium alloys		39,225	19.4			26,423	17.0			12,802	48.5
Conversion services and other		2,537	1.3			1,626	1.0			911	56.0
Total net sales	$	202,114	100.0	%	$	155,934	100.0	%	$	46,180	29.6	%

The majority of our products are sold to service centers rather than the ultimate end market customers. The end market information in this Annual Report 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.

14

End Market Information:

For the years ended December 31,	2022				2021
(dollars in thousands)
	Amount		% of net sales		Amount		% of net sales		Dollar variance		% variance
Net sales:
Aerospace	$	137,489	68.0	%	$	91,546	58.7	%	$	45,943	50.2	%
Power generation		6,117	3.0			4,634	3.0			1,483	32.0
Oil and gas		17,981	9.0			15,107	9.7			2,874	19.0
Heavy equipment		27,138	13.4			34,010	21.8			(6,872)	(20.2)
General industrial, conversion services and other		13,389	6.6			10,637	6.8			2,752	25.9
Total net sales	$	202,114	100.0	%	$	155,934	100.0	%	$	46,180	29.6	%

Net sales:

Net sales for the year ended December 31, 2022 increased $46.2 million, or 29.6%, compared to 2021. The increase in our sales is primarily due to an increase in average selling prices. Our average selling prices increased due to our base price increases, higher raw material surcharges, and higher mix of premium products and finished bar products in the current year.

Gross margin:

Our 2022 gross margin was 7.0% of net sales, improved from 5.1% in 2021. The margin improvement was primarily due to higher activity levels and better operating leverage as we continued to recover from the impacts the COVID-19 pandemic had on our end markets and supply chain. Gross margin in 2022 also included negative impacts of approximately $5.4 million in total from the liquid metal spill that occurred in April 2022 at our Bridgeville, PA facility, partly offset by $3.6 million in total benefit from the Aviation Manufacturing Jobs Program grant we were awarded during the year.

Selling, general and administrative expenses:

Our selling, general and administrative (“SG&A”) expenses consist primarily of employee costs including salaries, incentive compensation, payroll taxes and benefit related costs, legal and accounting services, share compensation and insurance costs. Our SG&A expenses increased by $0.9 million in 2022 due primarily to an increase in the cost of business insurance.

Interest expense and deferred financing amortization:

Our interest expense was $4.4 million in 2022 compared to $2.0 million in 2021 due primarily to higher interest rates, as the majority of our debt is variable and fluctuates with market rates, and due partly to higher total average debt balances during the current year.

Gain on extinguishment of debt

2021 included a book gain of $10.0 million recorded upon receipt of forgiveness of the Company’s PPP Term Note (as defined below).

Other income:

Other income was $0.7 million in 2022 compared to $0.4 million in 2021. The increase was due to a higher gain on insurance recoveries recorded in the current year. The 2022 insurance gain was related to the liquid metal spill that occurred in our Bridgeville, PA melt shop in April 2022. Separate from the insurance gain, gross margin includes approximately a net $5.4 million negative impact in 2022 due to the spill.

Benefit from income taxes:

Our 2022 income tax benefit is $2.6 million compared to an income tax benefit of $3.3 million in 2021. The decrease in our benefit from income taxes is due to a lower taxable loss in 2022 compared to the prior year, as our 2021 taxable loss does not include the gain on PPP Term Note forgiveness.

15

Net loss:

We had a net loss of $8.1 million in 2022 compared to a net loss of $0.8 million in 2021. The main driver of the difference is the PPP Term Note gain in the prior year. After removing the impact of the forgiveness gain, our net loss is improved versus the prior year by approximately $2.7 million.

2021 Results Compared to 2020

For the years ended December 31,	2021				2020
(dollars in thousands, except per shipped ton information)
	Amount		% of net sales		Amount		% of net sales		Dollar Variance		% variance
Total net sales	$	155,934	100.0	%	$	179,731	100.0	%	$	(23,797)	(13.2)	%
Cost of products sold		147,963	94.9			182,387	101.5			(34,424)	(18.9)
Gross margin		7,971	5.1			(2,656)	(1.5)			10,627	NM
Selling, general and administrative expenses		20,243	13.0			19,752	11.0			491	2.5
Operating loss		(12,272)	(7.9)			(22,408)	(12.5)			10,136	45.2
Interest expense		1,989	1.3			2,784	1.5			(795)	(28.6)
Deferred financing amortization		225	0.1			225	0.1			-	-
Gain on extinguishment of debt		(10,000)	(6.4)			-	-			(10,000)	NM
Other income, net		(445)	(0.3)			(1,123)	(0.6)			678	60.4
Loss before income taxes		(4,041)	(2.6)			(24,294)	(13.5)			20,253	83.4
Benefit from income taxes		(3,283)	(2.1)			(5,247)	(2.9)			(1,964)	(37.4)
Net loss	$	(758)	(0.5)	%	$	(19,047)	(10.6)	%	$	18,289	(96.0)	%

Market Segment Information:

For the years ended December 31,	2021				2020
(dollars in thousands)
	Amount		% of net sales		Amount		% of net sales		Dollar variance		% variance
Net sales:
Service centers	$	110,404	70.8	%	$	126,122	70.2	%	$	(15,718)	(12.5)	%
Original equipment manufacturers		15,011	9.6			20,783	11.5			(5,772)	(27.8)
Rerollers		17,058	11.0			15,928	8.9			1,130	7.1
Forgers		11,835	7.6			14,244	7.9			(2,410)	(16.9)
Conversion services and other		1,626	1.0			2,654	1.5			(1,028)	(38.7)
Total net sales	$	155,934	100.0	%	$	179,731	100.0	%	$	(23,797)	(13.2)	%

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Melt Type Information:

For the years ended December 31,	2021				2020
(dollars in thousands)
	Amount		% of net sales		Amount		% of net sales		Dollar variance		% variance
Net sales:
Specialty alloys	$	127,885	82.0	%	$	141,838	78.9	%	$	(13,953)	(9.8)	%
Premium alloys		26,423	17.0			35,239	19.6			(8,816)	(25.0)
Conversion services and other		1,626	1.0			2,654	1.5			(1,028)	(38.7)
Total net sales	$	155,934	100.0	%	$	179,731	100.0	%	$	(23,797)	(13.2)	%

The majority of our products are sold to service centers rather than the ultimate end market customers. The end market information in this Annual Report 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.

End Market Information:

For the years ended December 31,	2021				2020
(dollars in thousands)
		Amount	% of net sales			Amount	% of net sales		Dollar variance		% variance
Net sales:
Aerospace	$	91,546	58.7	%	$	121,900	67.8	%	$	(30,354)	(24.9)	%
Power generation		4,634	3.0			6,879	3.8			(2,245)	(32.6)
Oil and gas		15,107	9.7			13,065	7.3			2,042	15.6
Heavy equipment		34,010	21.8			22,400	12.5			11,610	51.8
General industrial, conversion services and other		10,637	6.8			15,487	8.6			(4,850)	(31.3)
Total net sales	$	155,934	100.0	%	$	179,731	100.0	%	$	(23,797)	(13.2)	%

Net sales:

Net sales for the year ended December 31, 2021 decreased $23.8 million, or 13.2%, compared to 2020. The decrease in our sales is primarily due to a decrease in shipment volume driven by lower business activity as a result of significant challenges facing all our end markets caused primarily by the COVID-19 pandemic. The most significant impact on our business has been the slowdown in the global commercial airline industry, which is the largest driver of the decline in sales for our aerospace end market. Our average selling price also decreased due to a lower mix of premium products in 2021 compared with 2020.

Gross margin:

Our 2021 gross margin was 5.1% of net sales, improved from a negative 1.5% gross margin in 2020. The negative margin in 2020 was primarily due to the impacts of the COVID-19 pandemic, including direct charges recorded to the Cost of products sold as a result of low activity levels. Although low activity levels continued in 2021, the improvement in gross margin reflects lower plant spending, improvements in our production costs, and increases in activity levels at our facilities during 2021 compared with the second half of 2020.

Selling, general and administrative expenses:

Our SG&A expenses consist primarily of employee costs including salaries, incentive compensation, payroll taxes and benefit related costs, legal and accounting services, share compensation and insurance costs. Our SG&A expenses increased by $0.5 million in 2021 due primarily to an increase in accruals for incentive compensation.

Interest expense and deferred financing amortization:

Our interest expense was $2.0 million in 2021 compared to $2.8 million in 2020 due to lower total average debt balances for the majority of the current year, lower interest rates on our variable rate debt, and payoff of the higher-interest rate notes in the first quarter of 2021.

17

Gain on extinguishment of debt

2021 included a book gain of $10.0 million recorded upon receipt of forgiveness of the Company’s PPP Term Note (as defined below).

Other income:

Other income was $0.4 million in 2021 compared to $1.1 million in 2020. The decrease is related to lower insurance recoveries during 2021.

Benefit from income taxes:

The 2021 income tax benefit is $3.3 million compared to an income tax benefit of $5.2 million in 2020. The difference is primarily due to a lower taxable loss in 2021 compared to the prior year.

Net loss:

We had a net loss of $0.8 million in 2021 compared to a net loss of $19.0 million in 2020. The decrease in the net loss reflects our better gross margin in 2021, plus the $10.0 million gain recorded on forgiveness of our PPP Term Note.

Liquidity and Capital Resources

Historically, we have financed our operations through cash provided by operating activities and borrowings on our credit facilities. At December 31, 2022, we maintained approximately $24 million of remaining availability under our revolving credit facility. We believe that our cash flows from continuing operations, as well as available borrowings under our credit facility, are adequate to satisfy our working capital, capital expenditure requirements, and other contractual obligations for the foreseeable future, including at least the next 12 months.

On October 19, 2022, we entered into an amendment to the Credit Agreement (the “Amendment”) effective September 30, 2022. The Amendment amended the Credit Agreement to, among other things, (i) increase the inventory sublimit maximum used to determine borrowing availability under the Revolving Credit Facility from $75.0 million to $80.0 million through and including March 31, 2023, subject to the overall borrowing availability maximum of $105.0 million under the Revolving Credit Facility; (ii) allow the Company the election to use up to $5.0 million of collateral that otherwise would not be available for the purposes of calculating compliance with its minimum borrowing availability requirements under the Revolving Credit Facility through and including March 31, 2023; and (iii) replace the LIBOR benchmark interest rates in the Credit Agreement with SOFR benchmark interest rates.

Net cash used in operating activities

During 2022, we used $8.9 million of cash in our operating activities. Net loss adjusted for non-cash expenses generated $9.9 million. We used $14.2 million in growth of our managed working capital, primarily driven by $15.1 million used to grow our inventory in support of our record backlog. The inventory growth was a result of an increase in value, due to inflation in the price of raw materials and other production costs, and due to a higher mix of premium product inventory at December 31, 2022. The increase in value is consistent with our increase in average selling price and higher premium product mix in our order backlog. Total volume of inventory on hand decreased at December 31, 2022 compared with the prior year. We define managed working capital as net accounts receivable plus net inventory, minus accounts payable and other current liabilities.

During 2021, we used $18.0 million of cash in our operating activities. Net loss adjusted for non-cash expenses generated $6.4 million, while we used $24.9 million growing our managed working capital, defined as net accounts receivable plus net inventory, minus accounts payable and other current liabilities. The primary component of working capital growth in 2021 was also cash used to grow inventory levels to support what was also a record backlog at the end of last year.

Net cash used in investing activities

Our capital spending was $12.1 million in 2022 compared to $11.1 million in 2021. The increase of $1.0 million in the current year was driven by a strategic project to expand our premium product remelt capability and capacity.

Net cash provided by financing activities

During 2022, our financing activities provided $22.9 million of cash, primarily through net borrowings on our revolving credit facility. We also executed a financing lease transaction in the fourth quarter to help fund our strategic capital expenditures which included a $1.8 million sales and leaseback component, accounted for as a loan, and made payments on existing financing leases and on our term loan within our Credit Agreement.

18

During 2021, our financing activities provided $29.0 million of cash. This primarily includes $46.1 million of proceeds from the facilities provided by our Credit Agreement, partly offset by payoff of the $15.0 million North Jackson acquisition notes. The financing activities included the impacts of amending our Credit Agreement in the first quarter of 2021. Proceeds from the Term Loan (as defined below) and borrowings under our Revolving Credit Facility (as defined below) were used to pay the $15.0 million in North Jackson acquisition facility in 2011, we issued $20.0 million in notes that matured during the first quarter of 2021.

Raw materials and supplies

The cost of raw materials represents approximately 40% of the cost of products sold in 2022. The major raw materials used in our operations include nickel, molybdenum, vanadium, chrome, iron and carbon scrap. The average price of substantially all our major raw materials increased for 2022 compared to 2021; however, prices generally decreased in the second half of 2022 after reaching highs in April. Future raw material prices cannot be predicted with any degree of certainty.

We maintain sales price surcharge to mitigate the risk of substantial raw material cost fluctuations. The market values for these raw materials and others continue to fluctuate based on supply and demand, market disruptions and other factors. Over time, our surcharge will effectively offset changes in raw material costs; however, during a period of rising or falling prices the timing will cause variation between reporting periods.

Credit Facility

On March 17, 2021, we entered into the Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”), with PNC Bank, National Association (“PNC Bank”), as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, the Lenders (as defined in the Credit Agreement) party thereto from time to time and PNC Capital Markets LLC, as sole lead arranger and sole bookrunner. The Credit Agreement replaces our prior Credit Agreement, and provides for a senior secured revolving credit facility in an aggregate principal amount not to exceed $105.0 million (“Revolving Credit Facility”) and a senior secured term loan facility (“Term Loan”) in the amount $15.0 million (together with the Revolving Credit Facility, the “Facilities”).

The Company was in compliance with all applicable covenants throughout 2022 and at December 31, 2022.

The Facilities, which expire on March 17, 2026 (the “Expiration Date”), are collateralized by a first lien on substantially all of the assets of the Company and its subsidiaries, except that no real property is collateral under the Facilities other than Company’s real property in North Jackson, Ohio.

Availability under the Credit Agreement is based on eligible accounts receivable and inventory. The Company must maintain undrawn availability under the Credit Agreement of at least $11.0 million. That requirement can be overcome if the Company maintains a fixed charge coverage ratio of not less than 1.10 to 1.0 measured on a rolling two-quarter basis and calculated in accordance with the terms of the Credit Agreement.

The Company is required to pay a commitment fee of 0.25% based on the daily unused portion of the Revolving Credit Facility.

With respect to the Term Loan, the Company must pay quarterly installments of the principal of approximately $0.5 million, plus accrued and unpaid interest, on the first day of each fiscal quarter beginning on June 30, 2021. To the extent not previously paid, the Term Loan will become due and payable in full on the Expiration Date.

Amounts outstanding under the Facilities, at the Company’s option, will bear interest at either a base rate or a LIBOR (prior to September 30, 2022) or a SOFR (after September 30, 2022) based rate, in either case calculated in accordance with the terms of the Credit Agreement. Interest under the Credit Agreement is payable monthly. We elected to use the LIBOR and SOFR based rate for the majority of the debt outstanding under the Facilities during 2022. At December 31, 2022, the SOFR based rate was approximately 6.9% on our Revolving Credit Facility and 7.4% for the Term Loan.

At December 31, 2022 and 2021, we net had deferred financing costs related to the Credit Agreement of approximately $0.7 million and $0.9 million recorded to the consolidated balance sheet, respectively. We amortized $0.2 million of those costs during each of the years ended December 31, 2022 and 2021.

Paycheck Protection Program Note

On April 16, 2020, the Company entered into a promissory note, dated April 15, 2020, with PNC Bank, National Association, evidencing an unsecured loan with a principal amount of $10.0 million made to the Company pursuant to the Paycheck Protection Program (the “PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Term Note is guaranteed by the United States Small Business Administration.

19

The PPP Term Note incurred interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. According to the terms of the PPP Term Note, the Company would begin to make 18 equal monthly payments of principal and interest in November 2020 with the final payment due in April 2022. The Company did not make any principal or interest payments related to the PPP Term Note.

The proceeds could be used to maintain payroll or make certain covered interest payments, lease payments and utility payments. Under the terms of the CARES Act, the Company was eligible for forgiveness for all or a portion of loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of certain covered interest, lease and utility payments.

The Company applied for forgiveness of the PPP Term Note during the third quarter of 2020. In July 2021, PNC Bank notified the Company that forgiveness of the note was granted by the United States Small Business Administration. Accordingly, the PPP Term Note was forgiven in its entirety, including all related accrued interest. In the third quarter of 2021, we recognized forgiveness of the PPP Term Note and recorded a corresponding gain on extinguishment of debt in the Consolidated Statement of Operations for the period.

Notes

In connection with the acquisition of the North Jackson facility in 2011, we issued $20.0 million in notes to the sellers of the facility as partial consideration in the transaction.

On January 21, 2016, the Company entered into Amended and Restated Notes in the aggregate principal amount of $20.0 million (the “Notes”), each in favor of Gorbert Inc. (“Holder”). The Company’s obligations under the Notes were collateralized by a second lien on the same assets of the Company that collateralize the obligations of the Company under the Facilities. The Holder had the right to elect at any time on or prior to August 17, 2017 to convert all or any portion of the outstanding principal amount of the Notes.

The Notes were originally scheduled to mature on March 17, 2019. In 2019, the Company extended the maturity date to March 17, 2020 in accordance with the terms of the Notes. In 2020, the Company extended the maturity date to March 17, 2021 in accordance with the terms of the Notes. The Company made partial principal payments on the notes upon extension, and an aggregate principal amount of $15.0 million remained outstanding at the 2021 maturity date. On March 17, 2021, the Company paid the remaining principal balance and all applicable interest to settle the notes obligation.

The Notes had an applicable interest at a rate of 6.0% per year from August 17, 2017 until the time they were paid off. All accrued and unpaid interest was payable quarterly in arrears on September 18, December 18, March 18 and June 18 of each year.

Leases

The Company periodically enters into leases in its normal course of business. Operating lease liabilities and right-of-use assets are recorded to the consolidated balance sheet at the present value of minimum lease payments. The assets are included in Other long-term assets in the consolidated balance sheets and are amortized over the respective terms, which are five years or less. The long-term component of the lease liability is recorded in Other long-term liabilities, net and the current component is included in Other current liabilities.

The right-of-use assets and lease liabilities for finance leases are recorded at the present value of minimum lease payments. The assets are included in Property, plant and equipment, net on the consolidated balance sheets and are depreciated over the respective lease terms. The long-term component of the lease liability is included in Long-term debt and the current component is included in Current portion of long-term debt.

The Company entered into three new operating lease agreements and four new finance lease agreements during 2022. This includes the $5.2 million lease component of our new vaccum-arc remelting expansion financing arrangement, but excludes a $1.8 million sale and leaseback component of that agreement. The $1.8 million is accounted for as a loan secured by the related equipment, as it did not meet the criteria for sale accounting under Accounting Standards Codification section 842.

Share-Based Activity

We granted stock options and restricted stock units, and issued shares of our common stock to officers, employees, and non-employee directors during 2022, 2021 and 2020 through our incentive compensation plans. Refer to Note 12 to our consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” for further information.

Contingent Items

Product Claims. We are subject to various claims and legal actions that arise in the normal course of conducting business. There were no material product claims outstanding at December 31, 2022.

20

Environmental Matters. We, as well as other specialty metal manufacturers, are subject to demanding environmental standards imposed by federal, state and local environmental laws and regulations. We are not aware of any environmental condition that currently exists at any of our facilities that are probable or reasonably possible of having a material impact on our results of operations or liquidity. We are aware of energy usage concerns relating to climate change; however, we are not aware of any pending regulations that are expected to have a material impact on our results of operations or liquidity.

Legal Matters. 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 its financial condition, or liquidity or a material impact to its results of operations is remote, although the resolution of one or more of these matters may have a material adverse effect on its results of operations for the period in which the resolution occurs.

Critical Accounting Estimates

The Company’s revenues are primarily composed of sales of products. Revenue from the sale of products is recognized when the Company satisfies its performance obligation under a contract by transferring control of the promised product to its customer, which in most cases coincides with shipment of the related product. Certain sales qualify for over-time revenue recognition. Sales of certain specified product grades and shapes, and sales from conversion services, are recognized over-time. The Company’s identification of and accounting for these sales is discussed further in Note 2 to our consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data.”

Management regularly monitors the ability to collect its unpaid sales invoices. The allowance for doubtful accounts includes specific reserves for the value of outstanding invoices issued to customers that are deemed potentially not collectible.

Inventories are stated at the lower of cost or net realizable value. The cost of inventory is principally determined by the weighted average cost method for material and operation costs. An inventory reserve is provided for material on hand for which management believes cost exceeds net realizable value. 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.

Property, Plant and Equipment (“PP&E”) is stated at historical cost or fair value at acquisition less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets for book purposes. Depreciation for income tax purposes is computed using accelerated methods. Upon disposal, assets and related accumulated depreciation are removed from the financial statements and differences between the net book value and proceeds from disposal are generally included in cost of goods sold in the consolidated statement of operations. PP&E is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in relation to the operating performance and future undiscounted cash flows of the underlying assets. Adjustments are made if the sum of expected future cash flows is less than book value. No impairment reserve was necessary as of December 31, 2022, 2021 or 2020.

Deferred income taxes are provided for temporary differences between amounts of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities as measured by tax laws and regulations. Our deferred tax assets include net operating loss carry forwards that can be used to offset taxable income in future periods and reduce income taxes payable in those future periods. These deferred tax assets will expire, if unused, at various times beginning in 2027. Deferred tax liabilities primarily relate to book / tax depreciation differences. Management assesses the need to record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

The calculation for our share-based compensation expense involves several assumptions. Management believes each assumption used in the valuation is reasonable because it considers the experience of the plan and reasonable expectations. Management estimates volatility based on historical data, future expectations and the expected term of the share-based compensation awards. The assumptions, however, involve inherent uncertainties. As a result, if other assumptions had been used, share-based compensation expense could have varied.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Prices for our raw materials and natural gas requirements are subject to frequent market fluctuations, and profit margins may decline in the event market prices increase. Selling price increases and surcharges are utilized to offset raw material and natural gas market price increases.

Raw material prices vary based on numerous factors, including quality, and are subject to frequent market fluctuations. Future raw material prices cannot be predicted with any degree of certainty. We do not maintain any fixed-price long-term agreements with any of our raw material suppliers.

We maintain a sales price surcharge on certain of our products to help offset the impact of raw material price fluctuations. For certain products, the surcharge is calculated at the time of order entry, based on current raw material prices or prices at the time of shipment. For certain finished products, the surcharge is calculated based on the monthly average raw material prices two months prior to the promised ship date. While the material surcharge is designed to offset modest fluctuations in raw material prices, it cannot immediately absorb significant spikes in raw material prices. A material change in raw material prices within a short period of time could have a material effect on our financial results and there can be no assurance that the raw material surcharge will completely offset immediate changes in our raw material costs.

At December 31, 2022, we had $91.3 million of floating rate debt outstanding with interest rates between 6.8% and 9.0%. Since the interest rate on floating rate debt changes with the short-term market rate of interest, we are exposed to the risk that these interest rates may increase, raising our interest expense. Exclusive of any interest rate hedges, a hypothetical 1.0% increase or decrease in our floating rate debt interest rates would unfavorably or favorably impact our annual pre-tax results by approximately $0.9 million.

22

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements
	Page
Management’s Report on Internal Control over Financial Reporting	24
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 358)	25
Financial Statements
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020	27
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021 and 2020	28
Consolidated Balance Sheets at December 31, 2021 and 2020	29
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020	30
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2022, 2021 and 2020	31
Notes to Consolidated Financial Statements	32
Consolidated Financial Statement Schedules	50
Schedule II – Valuation and Qualifying Accounts	50

23

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 Framework). Based on our assessment, we believe that, as of December 31, 2022, our internal control over financial reporting is effective.

The effectiveness of internal control over financial reporting as of December 31, 2022 has been audited by Schneider Downs & Co. Inc., an independent registered public accounting firm which also audited our consolidated financial statements. Schneider Downs’ attestation report on the consolidated financial statements and management’s maintenance of effective internal control over financial reporting is included under the heading “Report of Independent Registered Public Accounting Firm.”

/s/ Dennis M. Oates	/s/ Steven V. DiTommaso
Dennis M. Oates	Steven V. DiTommaso
Chairman, President and Chief Executive Officer	Vice President and Chief Financial Officer

24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Universal Stainless & Alloy Products, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Universal Stainless & Alloy Products, Inc. (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive loss, cash flows, and shareholders’ equity for each of the years in the three-year period ended December 31, 2022, and the related notes and schedules (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting appearing under Item 8. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Inventory

Critical Audit Matter Description

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company’s net inventory totaled approximately $154 million as of December 31, 2022 and is stated at the lower of cost or net realizable value with cost principally determined by the weighted average cost method. Such costs include the acquisition cost over the production period for raw materials, including scrap, and supplies, direct labor and applied manufacturing overhead within the guidelines of normal operating capacity. The Company establishes reserves based upon assessments of slow-moving inventory, the results of quality control reviews, the determination of normal capacity levels in the manufacturing process, and whether the product is valued at the lower of cost or net realizable value.

We identified auditing the valuation of inventory as a critical audit matter. The production cycle for a unit of inventory generally lasts several months and involves the accumulation of different types of costs at various cost centers. The ultimate cost of a unit in inventory may be subject to reductions related to abnormal production levels, scrap valuation and recovery, achieving customer specifications, or changes in the market, customer needs, and commodity pricing. Additionally, for certain new products, there is limited historical data for which to evaluate recoverability of the cost of the unit. The complexity surrounding the production process and the high degree of estimation involved in assessing net realizable value results in significant auditor judgment around auditing the valuation of inventory.

How the Critical Audit Matter Was Addressed in the Audit

We evaluated and tested: the design and operating effectiveness of the Company’s internal controls over the accumulation of inventory costs, the calculation to support estimated scrap values within the inventory costing model, management’s assessment of normal capacity levels and the calculation to establish an estimate of excess costs, the calculation of lower of cost or net realizable value reserves and the calculation of slow-moving inventory. Our audit procedures involved testing the assumptions significant to management’s inventory valuation assessment including plant capacity levels, expected selling prices, demand forecasts, scrap values, and recovery percentages as well as the relevant underlying data.

/s/ Schneider Downs & Co., Inc.

Schneider Downs & Co., Inc.

We have served as the Company’s auditor since 2003.

Pittsburgh, Pennsylvania

February 24, 2023

26

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31,	2022			2021			2020
(dollars in thousands, except per share information)
Net sales	$	202,114		$	155,934		$	179,731
Cost of products sold		187,927			147,963			182,387
Gross margin		14,187			7,971			(2,656	)
Selling, general and administrative expenses		21,180			20,243			19,752
Operating loss		(6,993	)		(12,272	)		(22,408	)
Interest expense		4,388			2,214			3,009
Gain on extinguishment of debt		-			(10,000	)		-
Other income, net		(684	)		(445	)		(1,123	)
Loss before income taxes		(10,697	)		(4,041	)		(24,294	)
Benefit from income taxes		(2,624	)		(3,283	)		(5,247	)
Net loss	$	(8,073	)	$	(758	)	$	(19,047	)
Basic loss per share	$	(0.90	)	$	(0.09	)	$	(2.16	)
Diluted loss per share	$	(0.90	)	$	(0.09	)	$	(2.16	)
Weighted average shares of common stock outstanding:
Basic		8,972,468			8,907,908			8,818,974
Diluted		8,972,468			8,907,908			8,818,974

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

27

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the years ended December 31,	2022			2021			2020
(dollars in thousands)
Net loss	$	(8,073	)	$	(758	)	$	(19,047	)
Other comprehensive loss, net of tax:
Unrealized gain (loss) on derivatives, net of tax		93			85			(14	)
Comprehensive (loss) income	$	(7,980	)	$	(673	)	$	(19,061	)

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

28

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

December 31,	2022		2021
(dollars in thousands)
ASSETS
Current assets:
Cash	$	2,019	$	118
Accounts receivable (less allowance for doubtful accounts of $201)		30,960		21,192
Inventory, net		154,193		140,684
Other current assets		10,392		8,567
Total current assets		197,564		170,561
Property, plant and equipment, net		163,490		159,162
Deferred income tax assets		143		-
Other long-term assets		2,137		909
Total assets	$	363,334	$	330,632
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	38,179	$	24,000
Accrued employment costs		2,790		4,303
Current portion of long-term debt		3,419		2,392
Other current liabilities		1,112		943
Total current liabilities		45,500		31,638
Long-term debt		95,015		66,852
Deferred income tax liabilities		-		2,461
Other long-term liabilities		3,066		3,360
Total liabilities		143,581		104,311
Commitments and contingencies (Note 14)
Stockholders’ equity:
Senior preferred stock, par value $0.001 per share; 1,980,000 shares authorized; zero shares issued and outstanding		-		-
Common stock, par value $0.001 per share; 20,000,000 shares authorized; 9,049,748 and 8,938,091 shares issued, respectively		9		9
Additional paid-in capital		97,002		95,590
Accumulated other comprehensive income		133		40
Retained earnings		122,609		130,682
Total stockholders’ equity		219,753		226,321
Total liabilities and stockholders’ equity	$	363,334	$	330,632

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

29

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31,	2022			2021			2020
(dollars in thousands)
Operating Activities:
Net loss	$	(8,073	)	$	(758	)	$	(19,047	)
Adjustments for non-cash items:
Depreciation and amortization		19,378			19,300			19,449
Deferred income tax		(2,695	)		(3,288	)		(5,231	)
Gain on extinguishment of debt		-			(10,000	)		-
Share-based compensation expense		1,289			1,121			1,455
Changes in assets and liabilities:
Accounts receivable, net		(9,768	)		(3,091	)		17,494
Inventory, net		(15,078	)		(30,986	)		34,326
Accounts payable		10,507			10,986			(25,282	)
Accrued employment costs		(1,513	)		2,477			(1,983	)
Income taxes		3			(3	)		243
Other, net		(2,986	)		(3,727	)		2,387
Net cash (used in) provided by operating activities		(8,936	)		(17,969	)		23,811
Investing Activity:
Capital expenditures		(12,096	)		(11,105	)		(9,157	)
Net cash used in investing activity		(12,096	)		(11,105	)		(9,157	)
Financing Activities:
Borrowings under revolving credit facility		147,921			134,120			115,876
Payments on revolving credit facility		(124,373	)		(96,602	)		(136,877	)
Proceeds from term loan facility		-			8,571			-
Proceeds from other financing transactions, net		1,804			-			-
Proceeds from Paycheck Protection Program Note		-			-			10,000
Payments on term loan facility, finance leases, and notes		(2,412	)		(16,715	)		(3,809	)
Payments of financing costs		(130	)		(539	)		-
Issuance of common stock under share-based plans		123			193			150
Net cash provided by (used in) financing activities		22,933			29,028			(14,660	)
Net increase (decrease) in cash		1,901			(46	)		(6	)
Cash at beginning of period		118			164			170
Cash at end of period	$	2,019		$	118		$	164
Supplemental Non-Cash Financing Activity:
Financing lease liability from remelt expansion (Note 6)	$	5,196		$	-		$	-
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	3,985		$	1,980		$	2,885
Income taxes paid (refunded), net	$	2		$	7		$	(213	)

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

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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

												Accumulated
	Common				Additional							other
	shares		Common		paid-in			Retained			comprehensive				Treasury			Treasury
(dollars in thousands)	outstanding		stock		capital			earnings				income (loss)			shares			stock
Balance at December 31, 2019		8,799,436		9		94,982			150,487				(31	)		294,279			(2,311	)
Common stock issuance under
Employee Stock Purchase Plan		21,940		-		150			-				-			-			-
Share-based compensation		62,412		-		1,455			-				-			-			-
Net loss on derivative instruments		-		-		-			-				(14	)		-			-
Treasury Stock retirement		-		-		(2,311	)		-				-			(294,279	)		2,311
Net loss		-		-		-			(19,047	)			-			-			-
Balance at December 31, 2020		8,883,788		9		94,276			131,440				(45	)		-			-
Common stock issuance under
Employee Stock Purchase Plan		22,382		-		146			-				-			-			-
Other Share-based plans		5,272		-		47			-				-			-			-
Share-based compensation		26,649		-		1,121			-				-			-			-
Net gain on derivative instruments		-		-		-			-				85			-			-
Net loss		-		-		-			(758	)			-			-			-
Balance at December 31, 2021		8,938,091		9		95,590			130,682				40			-			-
Common stock issuance under
Employee Stock Purchase Plan		19,915		-		123			-				-			-			-
Other Share-based plans		11,452		-		101			-				-			-			-
Share-based compensation		80,290		-		1,188			-				-			-			-
Net gain on derivative instruments		-		-		-			-				93			-			-
Net loss		-		-		-			(8,073	)			-			-			-
Balance at December 31, 2022		9,049,748	$	9	$	97,002		$	122,609			$	133			-		$	-

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

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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Significant Accounting Policies

Basis of Consolidation. The consolidated financial statements include the accounts of Universal Stainless & Alloy Products, Inc. and its wholly-owned subsidiaries and variable interest entities (collectively, “we,” “us,” “our,” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. We have no interests in any unconsolidated entity.

Use of Estimates. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The estimates and assumptions used in these consolidated financial statements are based on known information available as of the balance sheet date. Actual results could differ from those estimates.

Concentration of Credit Risk. We limit our credit risk on accounts receivable by performing ongoing credit evaluations and, when necessary, require letters of credit, guarantees or cash collateral. Our largest customer accounted for approximately 21%, 19% and 23% of our net sales for the years ended December 31, 2022, 2021 and 2020, respectively, and 12%, 7% and 8% of our total accounts receivable balance at December 31, 2022, 2021 and 2020, respectively. Our second largest customer in each year accounted for approximately 18%, 10% and less than 10% of our net sales for the years ended December 31, 2022, 2021 and 2020, respectively, and 25%, 6%, and less than 5% of our total accounts receivable balance at December 31, 2022, 2021 and 2020, respectively. The higher percentage of accounts receivable made up by our second largest customer in 2022 is primarily due to timing, as sales to that customer during the year were highest in the fourth quarter.

Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are presented net of the allowance for doubtful accounts on our consolidated balance sheets. We market our products to a diverse customer base, primarily throughout the United States. International sales approximated 5% of total net sales in 2022 and 7% in both 2021 and 2020. The allowance for doubtful accounts includes specific reserves for the value of outstanding invoices issued to customers that are deemed potentially not collectible. Receivables are charged-off to the allowance when they are deemed to be uncollectible. There was no bad debt expense recorded for the years ended December 31, 2022, 2021 and 2020.

Inventories. Inventories are stated at the lower of cost or net realizable value with cost principally determined by the weighted average cost method. Such costs include the acquisition cost for raw materials and operating supplies, direct labor and applied manufacturing overhead within the guidelines of normal plant capacity. 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. The net change in inventory reserves for the year ended December 31, 2022 was a decrease of $1.1 million. The net change for the year ended December 31, 2021 was an increase of $0.3 million, and the net change for the year ended December 31, 2020 was an increase of $1.1 million.

Included in inventory are operating materials consisting of forge dies and production molds and rolls that are consumed over their useful lives. During the years ended December 31, 2022, 2021 and 2020, we amortized these operating materials in the amount of $1.6 million, $1.7 million and $1.7 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.

We experienced low activity levels at our production facilities during 2021 and 2020 caused primarily by the impacts of the COVID-19 pandemic. As a result, $6.1 million of fixed overhead costs were not absorbed into inventory and charged directly to expense during 2021, and $8.3 million of fixed overhead costs were not absorbed into inventory charged directly to expense during 2020.

Government Assistance. We received an award under the Aviation Manufacturing Jobs Program during 2022 totaling approximately $3.6 million. The entire amount of the award was earned during 2022 and recorded as a reduction to costs of goods sold in the consolidated statement of operations. Approximately $1.8 million of cash was received during 2022 and the remaining cash is expected in 2023. Accordingly, a receivable of $1.8 million was recorded within Other current assets on the consolidated balance sheet.

Property, Plant and Equipment. Property, plant and equipment is recorded at cost or its fair value at acquisition date. No depreciation is recognized on assets until they are placed in service. Assets which have been retired or disposed of are removed from cost and accumulated depreciation accounts, with the gain or loss generally reflected in cost of goods sold on the consolidated statements of operations.

Major equipment maintenance costs are capitalized as incurred and included in other current assets and other long-term assets, as appropriate. These costs are amortized to cost of products sold within a 12 to 36 month period. Other maintenance

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costs are expensed as incurred. Costs of improvements and renewals are capitalized. Our maintenance expense for the years ended December 31, 2022, 2021 and 2020 was $21.6 million, $16.7 million and $15.9 million, respectively, which is included as a component of cost of products sold.

Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. The estimated useful lives of buildings and land improvements are between 10 and 40 years, and the estimated useful lives of machinery and equipment are between five and 39 years. Our total depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $17.4 million, $17.3 million and $17.5 million, respectively, of which $16.8 million, $16.8 million and $17.0 million, respectively, was included as a component of cost of products sold while the remainder was included in selling, general and administrative expense.

Long-Lived Asset Impairment. Long-lived assets, including property, plant and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in relation to the operating performance and future undiscounted cash flows of the underlying assets. Adjustments are made if the sum of expected future cash flows is less than the book value. Based on management’s assessment of the carrying values of long-lived assets, no impairment reserve was necessary as of December 31, 2022, 2021 and 2020.

Deferred Financing Costs. Deferred financing costs are amortized up to the maturity date of the related financial instrument using the straight-line method, which approximates the effective interest method. Deferred financing cost amortization for each of the years ended December 31, 2022, 2021 and 2020 was $0.2 million and is included as a component of interest expense and other financing costs on the consolidated statements of operations and included as part of total depreciation and amortization on the consolidated statements of cash flows. At December 31, 2022 and 2021, we had $1.4 million and $1.5 million, respectively, of unamortized deferred financing costs included on our consolidated balance sheets as a reduction of debt.

Revenue Recognition. The Company’s revenues are primarily composed of sales of products. Revenue from the sale of products is recognized when the Company satisfies its performance obligations under a contract by transferring control of the promised product to its customer (“point-in-time”). Sales of certain specified product grades and shapes, and sales from conversion services, are recognized over-time. These sales qualify for over-time revenue recognition as the Company does not produce an asset with alternative use when completing its performance obligations with regard to these items, and maintains an enforceable right to payment in the event of contract termination.

Invoiced shipping and handling costs are also accounted for as revenue. Customer claims, which are not material, are accounted for primarily as a reduction to gross sales after the matter has been researched and an acceptable resolution has been reached.

Income Taxes. Deferred income taxes are provided for net operating losses, unused tax credits earned and the tax effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. We use the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to be in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that the asset will not be realized. Income tax penalties and interest are included in the provision for income tax expense.

We evaluate the tax positions taken or expected to be taken in our tax returns. A tax position should only be recognized in the financial statements if we determine that it is more-likely-than-not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. We believe there are no material uncertain tax positions at December 31, 2022, 2021 and 2020.

We recognize excess tax benefits as a result of the exercise of employee stock options within the consolidated statements of operations.

Share-based Compensation Plans. We recognize compensation expense based on the grant-date fair value of the awards. The fair value of the stock option grants is estimated on the date of grant using the Black-Scholes option-pricing model, and is recognized ratably over the service/vesting period of the award. The fair value of time-based restricted stock grants and restricted stock units is calculated using the market value of the stock on the date of issuance, and is recognized ratably over the service/vesting period of the award.

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Net Loss per Common Share. Net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding plus all dilutive potential common shares outstanding during the period.

Treasury Stock. We account for treasury stock under the cost method and include such shares as a reduction of total stockholders’ equity. During 2020, we retired all treasury stock previously acquired.

Financial Instruments. Financial instruments held by us include cash, accounts receivable, and accounts payable and current and long-term debt. The carrying value of cash, accounts receivable and accounts payable is considered to be representative of fair value because of the short maturity of these instruments. Refer to Note 8 for fair value disclosures of our financial instruments.

Segment Reporting. Our operating facilities are integrated, and therefore our chief operating decision maker (“CODM”) views the Company as one business unit. Our CODM sets performance goals, assesses performance and makes decisions about resource allocations on a consolidated basis. As a result of these factors, as well as the nature of the financial information available which is reviewed by our CODM, we maintain one reportable segment.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this ASU will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. An entity is permitted to early adopt the guidance, and we early adopted ASU 2019-12 as of January 1, 2020. The adoption did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB added a new impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses applicable to trade receivables, other receivables, contract assets and most debt instruments. The model does not have a minimum threshold for recognition of impairment losses. The Company will adopt this guidance in 2023 and it is not expected to have a material impact to the consolidated financial statements.

The Company considers the applicability and impact of all ASUs. Recently issued ASUs not listed were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements.

Note 2: Revenue Recognition

The Company’s revenues are primarily comprised of sales of products. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product. A performance obligation is a promise in a contract to transfer a distinct product to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales and other taxes are excluded from revenues. Invoiced shipping and handling costs are included in revenue.

The Company’s revenue is primarily from products transferred to customers at a point in time. The Company recognizes revenue at the point in time in which the customer obtains control of the product, which is generally when product title passes to the customer upon shipment.

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We have determined that there are certain customer agreements involving production of specified product grades and shapes that require revenue to be recognized over time, in advance of shipment, due to there being no alternative use for these grades and shapes without significant economic loss. Also, the Company maintains an enforceable right to payment including a normal profit margin from the customer in the event of contract termination. Contract assets related to services performed, not yet billed of $1.6 million and $2.2 million are included in Accounts Receivable in the Consolidated Balance Sheets at December 31, 2022 and 2021, respectively.

The Company has elected the following practical expedients allowed under ASC Topic 606:

•Shipping activities are not considered to be separate performance obligations.

•Performance obligations are satisfied within one year from a given reporting date, and consequently we omit disclosure of the transaction price apportioned to remaining performance obligations on open orders.

The following summarizes our revenue by melt type:
	Twelve Months Ended
	December 31,
	2022		2021
Net sales:
Specialty alloys	$	160,352		127,885
Premium alloys (A)		39,225		26,423
Conversion services and other sales		2,537		1,626
Total net sales	$	202,114	$	155,934
(A) Premium alloys represent all vacuum induction melted (VIM) products.

Note 3: Inventory

The major classes of inventory are as follows:

December 31,	2022			2021
(dollars in thousands)
Raw materials and starting stock	$	14,890		$	12,263
Semi-finished and finished steel products		129,534			122,396
Operating materials		13,220			10,620
Gross inventory		157,644			145,279
Inventory reserves		(3,451	)		(4,595	)
Total inventory, net	$	154,193		$	140,684

Note 4: Property, Plant and Equipment

Property, plant and equipment consists of the following:

December 31,	2022			2021
(dollars in thousands)
Land and land improvements	$	8,090		$	8,066
Buildings		53,334			52,866
Machinery and equipment		315,165			301,271
Construction in progress		12,602			5,138
Gross property, plant and equipment		389,191			367,341
Accumulated depreciation		(225,701	)		(208,179	)
Property, plant and equipment, net	$	163,490		$	159,162

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Note 5: Long-Term Debt

Long-term debt consists of the following:

December 31,	2022			2021
(dollars in thousands)
Term loan	$	11,786		$	13,929
Revolving credit facility		79,545			55,997
Finance leases		6,663			783
Sale and leaseback financing liability		1,804			-
		99,798			70,709
Less: current portion of long-term debt		(3,419	)		(2,392	)
Less: deferred financing costs		(1,364	)		(1,465	)
Long-term debt	$	95,015		$	66,852

Credit Facility

On March 17, 2021, we entered into the Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”), with PNC Bank, National Association (“PNC Bank”), as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, the Lenders (as defined in the Credit Agreement) party thereto from time to time and PNC Capital Markets LLC, as sole lead arranger and sole bookrunner. The Credit Agreement replaces our prior Credit Agreement, and provides for a senior secured revolving credit facility in an aggregate principal amount not to exceed $105.0 million (“Revolving Credit Facility”) and a senior secured term loan facility (“Term Loan”) in the amount $15.0 million (together with the Revolving Credit Facility, the “Facilities”).

The Company was in compliance with all applicable covenants throughout 2022 and at December 31, 2022.

The Facilities, which expire on March 17, 2026 (the “Expiration Date”), are collateralized by a first lien on substantially all of the assets of the Company and its subsidiaries, except that no real property is collateral under the Facilities other than Company’s real property in North Jackson, Ohio.

Availability under the Credit Agreement is based on eligible accounts receivable and inventory. The Company must maintain undrawn availability under the Credit Agreement of at least $11.0 million. That requirement can be overcome if the Company maintains a fixed charge coverage ratio of not less than 1.10 to 1.0 measured on a rolling two-quarter basis and calculated in accordance with the terms of the Credit Agreement.

The Company is required to pay a commitment fee of 0.25% based on the daily unused portion of the Revolving Credit Facility.

With respect to the Term Loan, the Company must pay quarterly installments of the principal of approximately $0.5 million, plus accrued and unpaid interest, on the first day of each fiscal quarter beginning on June 30, 2021. To the extent not previously paid, the Term Loan will become due and payable in full on the Expiration Date.

Amounts outstanding under the Facilities, at the Company’s option, will bear interest at either a base rate or a LIBOR (prior to September 30, 2022) or a SOFR (after September 30, 2022) based rate, in either case calculated in accordance with the terms of the Credit Agreement. Interest under the Credit Agreement is payable monthly. We elected to use the LIBOR and SOFR based rate for the majority of the debt outstanding under the Facilities during 2022. At December 31, 2022, the SOFR based rate was approximately 6.9% on our Revolving Credit Facility and 7.4% for the Term Loan.

At December 31, 2022 and 2021, we net had deferred financing costs related to the Credit Agreement of approximately $0.7 million and $0.9 million recorded to the consolidated balance sheet, respectively. We amortized $0.2 million of those costs during each of the years ended December 31, 2022 and 2021.

The aggregate annual principal payments due under our Credit Agreement at December 31, 2022, are as follows:

(dollars in thousands)
2023	$	2,144
2024		2,144
2025		2,144
2026		84,899
	$	91,331

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Paycheck Protection Program Term Note

On April 16, 2020, the Company entered into a promissory note, dated April 15, 2020, with PNC Bank, National Association, evidencing an unsecured loan with a principal amount of $10.0 million made to the Company pursuant to the Paycheck Protection Program (the “PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Term Note is guaranteed by the United States Small Business Administration.

Under the terms of the CARES Act, the Company was eligible for forgiveness for all or a portion of the PPP Term Note, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of certain covered interest, lease and utility payments.

The Company applied for forgiveness of the PPP Term Note during the third quarter of 2020. In July 2021, PNC Bank notified the Company that forgiveness of the note was granted by the United States Small Business Administration. Accordingly, the PPP Term Note was forgiven in its entirety, including all related accrued interest. In the third quarter of 2021, we recognized forgiveness of the PPP Term Note and recorded a corresponding gain on extinguishment of debt in the Consolidated Statement of Operations for the period.

The PPP Term Note incurred interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. The Company did not make any principal or interest payments related to the PPP Term Note.

Notes

In connection with the acquisition of the North Jackson facility in 2011, we issued $20.0 million in Notes to the sellers of the facility as partial consideration in the transaction.

On January 21, 2016, the Company entered into Amended and Restated Notes in the aggregate principal amount of $20.0 million (the “Notes”), each in favor of Gorbert Inc. (“Holder”). The Company’s obligations under the Notes were collateralized by a second lien on the same assets of the Company that collateralize the obligations of the Company under the Facilities. The Holder had the right to elect at any time on or prior to August 17, 2017 to convert all or any portion of the outstanding principal amount of the Notes.

The Notes were originally scheduled to mature on March 17, 2019. In 2019, the Company extended the maturity date to March 17, 2020 in accordance with the terms of the Notes. In 2020, the Company extended the maturity date to March 17, 2021 in accordance with the terms of the Notes. The Company made partial principal payments on the notes upon extension, and an aggregate principal amount of $15.0 million remained outstanding at the 2021 maturity date. On March 17, 2021, the Company paid the remaining principal balance and all applicable interest to settle the notes obligation.

The Notes had an applicable interest at a rate of 6.0% per year from August 17, 2017 until the time they were paid off. All accrued and unpaid interest was payable quarterly in arrears on September 18, December 18, March 18 and June 18 of each year.

Note 6: Leases

The Company periodically enters into leases in its normal course of business. At December 31, 2022, the leases in effect were primarily related to mobile equipment and other production equipment. The term of our leases is generally 72 months or less, and the leases do not have significant restrictions, covenants, or other nonstandard terms.

The Company entered into three new operating lease agreements and four new finance lease agreements during 2022. This includes the $5.2 million lease component of our new VAR expansion financing arrangement, but excludes the $1.8 million sale and leaseback component of that agreement. The $1.8 million is accounted for as a loan secured by the related equipment, as it did not meet the criteria for sale accounting under Accounting Standards Codification section 842. The $1.8 million is excluded from the tables below, the current portion of which is approximately $0.2 million. The total $7.0 million principal amount of that financing arrangement has a term of 72 months and an implicit interest rate of approximately 11.2%. The weighted average interest rate on all our financing leases is approximately 10.0%.

Right-of-use assets and lease liabilities are recorded at the present value of minimum lease payments. For our operating leases, the assets are included in Other long-term assets on the consolidated balance sheets and are amortized within operating income over the respective lease terms. The long-term component of the lease liability is included in Other long-term liabilities, net, and the current component is included in Other current liabilities. For our finance leases, the assets are included in Property, plant and equipment, net on the consolidated balance sheets and are depreciated over the respective lease terms which range from three to six years. The long-term component of the lease liability is included in Long-term debt and the current component is included in Current portion of long-term debt.

As of December 31, 2022, future minimum lease payments applicable to operating and finance leases were as follows:

37

	Operating Leases				Finance Leases
2023	$		266		$		1,696
2024			170				1,678
2025			36				1,566
2026			21				1,439
2027			2				1,392
2028			-				1,085
Total minimum lease payments	$		495		$		8,856
Less amounts representing interest			(15	)			(2,193	)
Present value of minimum lease payments	$		480		$		6,663
Less current obligations			(262	)			(1,045	)
Total long-term lease obligations, net	$		218		$		5,618
Weighted-average remaining lease term		2.1 years				5.3 years

Right-of-use assets recorded to the consolidated balance sheet at December 31, 2022 were $0.5 million for operating leases and $9.2 million for finance leases. For the twelve months ended December 31, 2022, the amortization of finance lease assets was $0.2 million and was included in cost of products sold in the Consolidated Statements of Operations.

Right-of-use assets recorded to the consolidated balance sheet at December 31, 2021 were $0.7 million for operating leases and $0.5 million for finance leases. For the twelve months ended December 31, 2021, the amortization of finance lease assets was $0.2 million and was included in cost of products sold in the Consolidated Statements of Operations.

The Company elected the practical expedient allowed under Leases (Topic 842) to exclude leases with a term of 12 months or less from the calculation of our lease liabilities and right-of-use assets.

In determining the lease liability and corresponding right-of-use asset for each lease, the Company calculated the present value of future lease payments using the interest rate implicit in the lease, when available, or the Company’s incremental borrowing rate. The incremental borrowing rate was determined with reference to the interest rate applicable under our senior secured revolving credit facility discussed in Note 5, as this facility is collateralized by a first lien on substantially all of the assets of the Company and its term is similar to the term of our leases.

Note 7: New Markets Tax Credit Financing Transaction

On March 9, 2018, the Company entered into a New Markets Tax Credit financing program with PNC New Markets Investment Partners, LLC and Boston Community Capital, Inc. related to a new mid-size bar cell capital project at the Company’s Dunkirk, NY facility. PNC New Markets Investment Partners, LLC made a capital contribution and the Company made a loan to Dunkirk Investment Fund, LLC (“Investment Fund”) under the qualified NMTC financing program. Through this financing transaction, the Company secured low interest financing and the potential for other future benefits related to its mid-size bar cell capital project.

In connection with the financing transaction, the Company loaned $6.7 million aggregate principal amount (“Leverage Loan”) due in March 2048 to the Investment Fund. Additionally, PNC New Markets Investment Partners, LLC contributed $3.5 million to the Investment Fund, and as such, PNC New Markets Investment Partners, LLC is entitled to substantially all tax and other benefits derived from the NMTC. The Investment Fund then contributed the proceeds to a community development entity (“CDE”). The CDE then loaned the funds, on similar terms, as the Leverage Loan to Dunkirk Specialty Steel, LLC, a wholly-owned subsidiary of the Company. The CDE loan proceeds are restricted for use on the mid-size bar cell capital project.

The NMTC is subject to 100 percent recapture for a period of seven years as provided in the Internal Revenue Code. The Company is required to comply with various regulations and contractual provisions that apply to the NMTC arrangement. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, require the Company to indemnify PNC New Markets Investment Partners, LLC for any loss or recapture of NMTCs related to the financing until the Company’s obligation to deliver tax benefits is relieved. The Company does not anticipate any credit recaptures will be required in connection with this arrangement.

As of December 31, 2022 and 2021, the Company recorded $2.8 million within Other long-term liabilities related to this transaction, which represents the funds contributed to the Investment Fund by PNC New Markets Investment Partners, LLC.

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This transaction also includes a put/call provision whereby the Company may be obligated or entitled to repurchase PNC New Markets Investment Partners, LLC’s interest in the Investment Fund. The Company believes that PNC New Markets Investment Partners, LLC will exercise the put option in March 2025, at the end of the recapture period, resulting in a gain of $2.8 million at that time. The value attributed to the put/call is negligible.

Direct costs incurred in structuring this financing transaction totaled $0.7 million. These costs were deferred and are amortized over the term of the loans.

The Company has determined that the Investment Fund and CDE are each a VIE, and that it is the primary beneficiary of each VIE. This conclusion was reached based on the following:

•The ongoing activities of the VIE, collecting and remitting interest and fees, and NMTC compliance were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the VIE;

•Contractual arrangements obligate the Company to comply with NMTC rules and regulations and provide various other guarantees to the Investment Fund and CDE;

•PNC New Markets Investment Partners, LLC lacks a material interest in the underlying economics of the project; and

•The Company is obligated to absorb losses of the VIE.

Because the Company is the primary beneficiary of each VIE, these entities have been included in the Company’s Consolidated Financial Statements.

Note 8: Fair Value Measurements

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 December 31, 2022 and 2021 due to their short-term nature (Level 1). The fair value of the Term Loan and Revolver at December 31, 2022 and 2021 approximated the carrying amount as the interest rate is based upon floating short-term interest rates (Level 2).

Note 9: Derivatives and Hedging

The Company invoices certain customers in foreign currencies. In order to mitigate the risks associated with fluctuations in exchange rates with the US Dollar, the Company enters into foreign exchange forward contracts for a portion of these sales and has designated these contracts as cash flow hedges.

The notional value of these contracts was $4.3 million at December 31, 2022 and $2.5 million at December 31, 2021. The Company recorded an unrealized gain in accumulated other comprehensive income of less than $0.1 million at December 31, 2022 and 2021 related to the contracts.

Additionally, the Company entered into a forward interest rate swap contract during 2020 to fix the interest rate on a portion of its variable-rate debt from January 1, 2021 to June 30, 2023. The interest rate swap was designated as a cash flow hedge. The notional amount of the contract was $16 million at its inception and reduces throughout the term. The notional amount was $16 million at December 31, 2021 and $10 million at December 31, 2022. The Company recorded an unrealized gain in

39

accumulated other comprehensive income of $0.1 million at December 31, 2022 and of less than $0.1 million at December 31, 2021.

Note 10: Income Taxes

The income tax benefit attributable to continuing operations during the years ended December 31, 2022, 2021 and 2020 is as follows:

Components of the benefit from income taxes are as follows:

For the years ended December 31,	2022			2021			2020
(dollars in thousands)
Current provision (benefit)
Federal	$	(1	)	$	-		$	(16	)
State		5			5			-
Deferred benefit
Federal		(2,566	)		(3,376	)		(5,154	)
State		(62	)		88			(77	)
Benefit from income taxes	$	(2,624	)	$	(3,283	)	$	(5,247	)

The income tax benefit reconciled to taxes computed at the statutory federal rate is as follows:

For the years ended December 31,		2022				2021				2020
Tax benefit at statutory tax rate	$		(2,246	)	$		(848	)	$		(5,102	)
State income taxes, net of federal tax benefit			(53	)			(153	)			(129	)
Research and development tax credit			(557	)			(814	)			(372	)
Valuation allowance			(19	)			-				-
PPP loan forgiveness			-				(2,100	)			-
Deferred tax adjustment for stock option forfeitures			-				371				234
Other adjustments to deferred taxes			213				230				45
Other			38				31				77
Benefit from income taxes	$		(2,624	)	$		(3,283	)	$		(5,247	)

We continue to record a full valuation allowance against our New York deferred tax assets due to the zero percent state income tax rate for qualified manufacturers. We continue to record a partial valuation allowance against our Pennsylvania net operating loss deferred tax asset due to annual usage limitations. We have determined that federal and other state deferred tax assets are expected to be realized and have not recorded any additional valuation allowances.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our net deferred taxes related to continuing operations are as follows:

December 31,	2022		2021
(dollars in thousands)
Noncurrent deferred income taxes:
Federal and state tax carryforwards	$	12,863	$	13,358
Inventory		960		1,310
Share-based compensation		1,592		1,745
Receivables		43		51
Accrued liabilities		147		168
Other		1,930		4
Total deferred tax assets	$	17,535	$	16,636
Deferred tax liabilities:
Property, plant and equipment	$	16,852	$	18,459
Other		540		638
Total deferred tax liabilities	$	17,392	$	19,097
Total noncurrent deferred income taxes assets (liabilities)	$	143	$	(2,461	)

40

We file a U.S. federal income tax return and various state income tax returns. For federal income tax purposes, we had $25.8 million and $29.2 million of net operating loss carryforwards at December 31, 2022 and 2021, respectively. The net operating loss carryforwards begin to expire in 2035. In addition, we have credit carryforwards associated with our research and development activities of $7.0 million and $6.4 million as of December 31, 2022 and 2021, respectively. The research and development credit carryforwards begin to expire in 2030.

We have state net operating loss carryforwards of $11.0 million at December 31, 2022 and $11.1 million at December 31, 2021, and the related valuation allowances were approximately $0.2 million at each date. We also have state credit carryforwards of $0.4 million at December 31, 2022 and December 31, 2021. The state net operating loss carryforwards begin to expire in 2031. The state credit carryforwards begin to expire in 2027.

We are routinely under audit by federal or state authorities. Our federal tax returns are subject to examination by the IRS for tax years after 2018. We are subject to examination by most state tax jurisdictions for tax years after 2018.

Note 11: Net Loss Per Common Share

The computation of basic and diluted net loss per common share for the years ended December 31, 2022, 2021 and 2020 is as follows:

For the years ended December 31,	2022			2021			2020
(dollars in thousands, except per share amounts)
Numerator:
Net loss	$	(8,073	)	$	(758	)	$	(19,047	)
Denominator:
Weighted average number of shares of common stock outstanding		8,972,468			8,907,908			8,818,974
Weighted average effect of dilutive share-based compensation		-			-			-
Diluted weighted average number of shares of common stock outstanding		8,972,468			8,907,908			8,818,974
Net loss per common share:
Basic earnings per share	$	(0.90	)	$	(0.09	)	$	(2.16	)
Diluted earnings per share	$	(0.90	)	$	(0.09	)	$	(2.16	)

There were 711,375, 645,050 and 776,025 options to purchase shares of common stock, at an average price of $18.25, $21.00 and $22.02 for the years ended December 31, 2022, 2021 and 2020, respectively, that were not included in the computation of diluted net loss per common share because their respective exercise prices were greater than the average market price of our common stock.

In addition, the calculation of diluted net loss per common share for the years ended December 31, 2022, 2021 and 2020, respectively, excluded 17,143, 39,036 and 22,533 shares for the assumed exercise of stock options as a result of being in a net loss position.

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Note 12: Share-Based Plans

At December 31, 2022, we had the following share-based compensation plans:

Universal Stainless & Alloy Products, Inc. Amended and Restated 2017 Equity Incentive Plan

We maintain the Universal Stainless & Alloy Products, Inc. amended and restated 2017 Equity Incentive Plan (the “2017 Plan”), which was approved by our stockholders in May 2017 and subsequently amended and restated and approved by our stockholders in May 2021 (the “Amended and Restated 2017 Plan”). The Amended and Restated 2017 Plan permits the issuance of stock options, restricted stock, restricted stock units, other share-based awards and performance awards to officers, employees, non-employee directors, and consultants and advisors to the Company. At its May 2017 inception, there were 568,357 shares authorized for issuance under the 2017 Plan.

When initially adopted in May 2017, the 2017 Plan replaced the Omnibus Incentive Plan (“OIP”) which in turn replaced the 1994 Stock Incentive Plan (“SIP”). Any awards outstanding under the SIP and OIP will remain subject to and be paid under the SIP and OIP, respectively. No new awards will be granted under either the SIP or OIP. Any shares subject to outstanding awards under the OIP that cease to be subject to such issuance of stock after the adoption of the Amended and Restated 2017 Plan will increase the shares authorized under the Amended and Restated 2017 Plan. As of the adoption of the Amended and Restated 2017 Plan, any shares subject to outstanding award under the SIP that cease to be subject to such issuance of stock will increase the shares authorized under the Amended and Restated 2017 Plan.

As of May 5, 2021, 400,000 additional shares were approved and authorized for issuance under the Amended and Restated 2017 Plan. As of May 4, 2022, 500,000 additional shares were approved and authorized for issuance under the Amended and Restated 2017 Plan. At December 31, 2022, there were 676,977 shares available for grant under the Amended and Restated 2017 Plan.

Omnibus Incentive Plan

We maintain the OIP which was approved by our stockholders in May 2012. The OIP permitted the issuance of stock options, restricted stock, restricted stock units and other share-based awards to non-employee directors, other than those directors owning more than 5% of our outstanding common stock, consultants, officers and other key employees who were expected to contribute to our future growth and success. With the adoption of the 2017 Plan, no shares of common stock were available for grant at December 31, 2022 under the OIP.

Stock Options

The price for options granted under the both the 2017 Plan and OIP is equal to the fair market value of the common stock at the date of grant. Options granted to non-employee directors vest over a three-year period, and options granted to employees vest over a four-year period. All options under both the 2017 Plan and OIP will expire no later than ten years after the grant date. Forfeited options may be reissued and are included in the amount available for grants.

A summary of stock option activity as of and for the year ended December 31, 2022 is presented below:

	Non-vested stock					Stock options
	options outstanding					outstanding
				Weighted-					Weighted-		Weighted-
				average					average		average
	Number			grant-date		Number			exercise		contractual
	of shares			fair value		of shares			price		term (years)
Outstanding at December 31, 2021		237,844		$	4.60		868,875		$	17.65
Stock options granted		5,000			4.60		5,000			10.13
Stock options vested		(91,160	)		5.17		-			-
Stock options forfeited		(10,475	)		16.02		(58,150	)		29.31
Outstanding at December 31, 2022		141,209		$	4.17		815,725		$	16.78		4.8
Exercisable at December 31, 2022							673,641		$	18.36		4.1

Shares issued in connection with stock option exercises are issued from available authorized shares. There were no stock option exercises during 2022, 2021 or 2020.

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Based upon the closing stock price of $7.17 at December 31, 2022, the aggregate intrinsic value of outstanding stock options was $0.1 million, of which less than half was related to options that were exercisable. Intrinsic value of stock options is calculated as the amount by which the market price of our common stock exceeds the exercise price of the options.

The total fair value of stock options awards vested during the years ended December 31, 2022, 2021 and 2020, respectively, was approximately $0.2 million, $0.7 million and $0.8 million.

Share-based compensation to employees and directors is recognized as compensation expense in the consolidated statements of operations based on the stock options fair value on the measurement date, which is the date of the grant. The fair value of the award is recognized as expense over the requisite service periods. The compensation expense recognized, and its related tax effects, are included in additional paid-in capital.

Share-based compensation expense related to stock options totaled $0.5 million for the years ended December 31, 2022 and 2021. Share-based compensation expense related to stock options totaled $0.8 million for the year ended December 31, 2020. Share-based compensation expense is recognized ratably over the requisite service period for all stock option awards. Unrecognized share-based compensation expense related to non-vested stock option awards totaled $0.5 million at December 31, 2022, and the weighted-average period over which this unrecognized expense was expected to be recognized was 2.1 years.

The fair value of our stock options granted is estimated on the measurement date, which is the date of grant. We use the Black-Scholes option-pricing model. Our determination of fair value of stock option awards on the date of grant is affected by our stock price as well as assumptions regarding our expected stock price volatility over the term of the awards, and actual and projected stock option exercise behaviors. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2022, 2021 and 2020 was $4.60, $4.27 and $2.99, respectively.

The assumptions used to determine the fair value of stock options granted are detailed in the table below:

	2022			2021			2020
Risk-free interest rate		1.75	%	0.89% to 1.40%			0.37% to 0.94%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected market price volatility		46.8	%	47% to 52%			46% to 51%
Weighted-average expected market price volatility		46.8	%		49.0	%		49.2	%
Expected term	5.8 years			4.6 to 6.5 years			4.6 to 6.5 years

The risk-free interest rate was developed using the U.S. Treasury yield curve for periods equal to the expected life of the stock options at the grant date. No dividend yield was assumed because we do not pay cash dividends on common stock and currently have no plans to pay a dividend. Expected volatility is based on the long-term historical volatility (estimated over a period equal to the expected term of the stock options) of our common stock. In estimating the fair value of stock options under the Black-Scholes option-pricing model, separate groups of employees that have similar historical exercise behavior are considered separately. The expected term of options granted represents the period of time that options granted are expected to be outstanding.

43

Restricted Stock and Restricted Stock Units

A summary of restricted stock activity for the years ended December 31, 2022 and 2021 is presented below:

					Weighted-average
	Number				grant-date
	of shares				fair value
Balance, December 31, 2020		204,214				9.25
Restricted stock granted in May		6,492				10.75
Restricted stock vested in May		(6,493	)			14.81
Restricted stock granted in November		151,500				9.35
Restricted stock vested in October		(2,622	)			5.80
Restricted stock vested in November		(6,500	)			20.29
Restricted stock forfeited in 2021		(14,380	)			8.37
Balance, December 31, 2021		332,211		$		9.06
Restricted stock vested in February		(9,530	)			26.23
Restricted stock granted in April		5,000				8.68
Restricted stock granted in May		32,720				8.04
Restricted stock vested in May		(6,388	)			10.50
Restricted stock vested in October		(2,622	)			5.80
Restricted stock vested in November		(61,750	)			7.89
Restricted stock forfeited in 2022		(10,500	)			9.35
Balance, December 31, 2022		279,141		$		8.50

Share-based compensation expense related to restricted stock totaled $0.7 million for the year ended December 31, 2022 and $0.5 million for each of the years ended 2021 and 2020.

During the years ended December 31, 2022 and 2021, we granted 37,720 and 157,992 time-based restricted stock units, respectively, to certain employees and directors. The restricted stock units typically vest over four years for employees and three years for directors. The fair value of the non-vested time-based restricted common stock awards was calculated using the market value of the stock on the date of issuance.

As of December 31, 2022, total unrecognized compensation cost related to non-vested time-based restricted stock units was $1.7 million. That cost is expected to be recognized over a weighted-average period of 2.5 years.

Employee Amended and Restated Stock Purchase Plan

Under the Amended and Restated 1996 Employee Stock Purchase Plan, as amended (the “Plan”), the Company is authorized to issue up to 400,000 shares of common stock to its full-time employees, nearly all of whom are eligible to participate. Under the terms of the Plan, employees can choose as of January 1 and July 1 of each year to have up to 10% of their total earnings withheld to purchase up to 100 shares of our common stock each six-month period. The purchase price of the stock is 85% of the lower of its beginning-of-the-period or end-of-the-period market prices. At December 31, 2022, we have issued 315,624 shares of common stock since the Plan’s inception.

Tax Benefits Preservation Plan

On August 24, 2020, the Company's Board of Directors (the “Board”) adopted the Tax Benefits Preservation Plan (“Rights Agreement”), which is a stockholder rights plan designed to reduce the risk that the Company’s ability to use its net operating loss carryforwards and certain other tax attributes to reduce potential future income tax obligations would become subject to limitation by reason of the Company experiencing an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986. The Rights Agreement was ratified by the shareholders on an advisory, nonbinding basis at the May 2021 shareholder meeting.

Under the Rights Agreement, the Board declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”). The dividend will be paid to the stockholders of record at the close of business on September 3, 2020 (the “Record Date”). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), at a price of $35.00 (the “Exercise Price”), subject to certain adjustments. The fair value of the Rights was not significant.

The Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public announcement or filing that a person or group of affiliated or associated persons has become an “Acquiring Person,” which is

44

defined as a person or group of affiliated or associated persons that, at any time after the date of the Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions or (ii) the close of business on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”).

The Rights, which are not exercisable until the Distribution Date, will expire at or prior to the earliest of (i) the close of business on August 24, 2023; (ii) the time at which the Rights are redeemed pursuant to the Rights Agreement; (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement; (iv) the time at which the Rights are terminated upon the occurrence of certain mergers or other transactions approved in advance by the Board; and (v) the close of business on the date set by the Board following a determination by the Board that (x) the Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available.

There were no issuances of Series A Preferred Stock during the twelve months ended December 31, 2022 or 2021.

Note 13: Retirement Plans

We have a defined contribution retirement plan (“401(k) plan”) that covers substantially all employees. Pursuant to the 401(k) plan, participants may elect to make pre-tax and after-tax contributions, subject to certain limitations imposed under the Internal Revenue Code of 1986, as amended. In addition, we make periodic contributions to the 401(k) plan based on service for the North Jackson, Titusville and Dunkirk hourly employees. We make periodic contributions for the salaried employees at all locations based upon their service and their individual contribution to the 401(k) plan.

We also participate in the Steelworkers Pension Trust (the “Trust”), a multi-employer defined-benefit pension plan that is open to all hourly and salary employees associated with the Bridgeville facility. We make periodic contributions to the Trust based on hours worked at a fixed rate for each hourly employee, as determined by the collective bargaining agreement, and a fixed monthly contribution on behalf of each salary employee. The trustees of the Trust have provided us with the latest data available for the Trust year ended December 31, 2021. As of that date, the Trust is not fully funded. We could be held liable to the Trust for our own obligations, as well as those of other employers, due to our participation in the Trust. Contribution rates could increase if the Trust is required to adopt a funding improvement plan or a rehabilitation plan, if the performance of the Trust assets do not meet expectations, or as a result of future collectively-bargained wage and benefit agreements. If we choose to stop participating in the Trust, we may be required to pay the Trust an amount based on the underfunded status of the Trust, referred to as a withdrawal liability.

The Pension Protection Act (PPA) defines a zone status for each trust. Trusts in the green zone are at least 80% funded, trusts in the yellow zone are at least 65% funded, and trusts in the red zone are generally less than 65% funded. The Trust recertified its zone status after using the extended amortization provisions as allowed by law. The Trust has not implemented a funding improvement or rehabilitation plan, nor are such plans pending. Our contributions to the Trust have not exceeded more than 5% of the total contributions to the Trust.

Trusts employer

identification

Funding plan

Company contributions to the Trust

Pension

number /

PPA zone status

pending /

(dollars in thousands)

Surcharge

fund

plan number

2022

2021

implemented

2022

2021

2020

imposed

Trust

23-6648508 / 499

Green

Green

No

$

691

$

647

$

711

No

The total expense of all retirement plans for the years ended December 31, 2022, 2021 and 2020 was $1.6 million, $1.5 million and $1.8 million, respectively. The Company does not sponsor or participate in any other post-retirement benefit plans.

Note 14: 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 to 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.

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We, as well as other specialty metal manufacturers, are subject to demanding environmental standards imposed by federal, state and local environmental laws and regulations. We are not aware of any environmental condition that currently exists at any of our facilities that would cause a material adverse effect on our financial condition, results of operations or liquidity in a particular future quarter or year.

Our purchase obligations include the value of all open purchase orders with established quantities and purchase prices, as well as minimum purchase commitments, all made in the normal course of business. At December 31, 2022, our total purchase obligations were approximately $39.8 million, of which approximately $36.4 million will be due in 2023.

46

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Our management, including our Chairman, President and Chief Executive Officer and our Vice President and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chairman, President and Chief Executive Officer and our Vice President and Chief Financial Officer concluded that, as of the end of the fiscal year covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective. Management’s Report on our internal control over financial reporting is included in Item 8 of this Annual Report on Form 10-K under the caption “Management’s Report on Internal Control Over Financial Reporting” and is incorporated herein by reference. Our independent registered public accounting firm has issued a report on management’s maintenance of effective internal control over financial reporting and is set forth in Item 8 of this Annual Report on Form 10-K under the caption “Report of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

During the last fiscal quarter of the fiscal year ended December 31, 2022, there were no changes in our internal control over financial reporting which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

47

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning the directors of the Company is set forth in the Proxy Statement for the 2023 Annual Meeting of Stockholders (the “Proxy Statement”) to be sent to stockholders in connection with our 2023 Annual Meeting of Stockholders, under the heading “Proposal No. 1—Election of Directors,” which information is incorporated by reference. With the exception of the information specifically incorporated herein by reference, our Proxy Statement is not to be deemed filed as part of this report for the purposes of this Item.

In addition to the information set forth under the caption “Executive Officers” in Part I of this report, the information concerning our directors required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Nominees for Election as Directors” in our Proxy Statement, which will be filed with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of the 2022 fiscal year. Information concerning the Audit Committee and its “audit committee financial expert” required by this item is incorporated and made part hereof by reference to the material appearing under the heading “Committees of the Board of Directors” in the Proxy Statement. Information required by this item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, to the extent required to be included therein, is incorporated and made a part hereof by reference to the material appearing under the heading “Delinquent Section 16(a) Reports” in the Proxy Statement. Information concerning the executive officers of the Company is contained in Part I of this Annual Report on Form 10-K under the caption “Executive Officers.”

We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees, including its principal executive officer and principal financial officer. A copy is available through our website at http://www.univstainless.com. Information on our website is not part of this Annual Report on Form 10-K. We intend to timely disclose any amendment of or waiver under the Code of Business Conduct and Ethics on our website and will retain such information on our website as required by applicable SEC rules.

ITEM 11. EXECUTIVE COMPENSATION

The information concerning executive compensation is set forth in the Proxy Statement under the heading “Executive Compensation,” which information is incorporated by reference. With the exception of the information specifically incorporated herein by reference, the Proxy Statement is not to be deemed filed as part of this report for the purposes of this Item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information concerning security ownership of certain beneficial owners and management is set forth in the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management,” which information is incorporated by reference. With the exception of the information specifically incorporated herein by reference, the Proxy Statement is not to be deemed filed as part of this report for the purposes of this Item.

Equity Compensation Plan Information:

Securities authorized for issuance under equity compensation plans at December 31, 2022 were as follows:

Plan Category	Number of shares to be issued upon exercise of outstanding options			Weighted-average exercise price of outstanding options		Number of shares remaining available for future issuance under equity compensation plans (A)
Equity compensation plans    approved by security holders		815,725	$		16.78		761,353
Total		815,725	$		16.78		761,353
(A) Includes 676,977 shares of common stock not issued under the Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan and 84,376 available under the 1996 Employee Stock Purchase Plan, as amended.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information concerning certain relationships and related transactions, and director independence is set forth in the Proxy Statement under the heading “The Board of Directors,” which information is incorporated by reference. With the exception of the information specifically incorporated herein by reference, the Proxy Statement is not to be deemed filed as part of this report for the purposes of this Item.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information concerning principal accountant fees and services is set forth in the Proxy Statement under the heading “Principal Accountant Fees and Services,” which information is incorporated by reference. With the exception of the information specifically incorporated herein by reference, the Proxy Statement is not to be deemed filed as part of this report for the purposes of this Item.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Form 10-K:

1) Financial Statements

The list of financial statements required by this item is set forth in Item 8, “Financial Statements and Supplementary Data” and is incorporated herein by reference.

2) Consolidated Financial Statement Schedules

Schedule II – Valuation and Qualifying Accounts

	Balance at		Charged to		Deductions/
	beginning		costs and		net charge-			Balance at
For the Years Ended December 31, 2022, 2021 and 2020	of year		expenses		offs (A)			end of year
(dollars in thousands)
Allowance for doubtful accounts:
Year ended December 31, 2022	$	201		-		-		$	201
Year ended December 31, 2021		203		-		(2	)		201
Year ended December 31, 2020		295		-		(92	)		203
Valuation allowance for deferred income taxes:
Year ended December 31, 2022	$	412		-		(19	)	$	393
Year ended December 31, 2021		412		-		-			412
Year ended December 31, 2020		2,105		-		(1,693	)		412

(A)Credits to the allowance for doubtful accounts represent the write-off of bad debts net of recoveries. Credits to the valuation allowance for deferred income taxes represent adjustments to existing valuation allowances.

50

3) Exhibits

EXHIBIT NUMBER	DESCRIPTION
3.1	Amended and Restated Certificate of Incorporation, as amended	Incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
3.2	Third Amended and Restated By-laws of the Company	Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 16, 2022.
3.3	Certificate of Designations of Series A Junior Participating Preferred Stock of Universal Stainless & Alloy Products, Inc.	Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 24, 2020.
4.1	Specimen Copy of Stock Certificate for shares of Common Stock	Incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.
4.2	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934	Incorporated herein by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
4.3	Tax Benefits Preservation Plan, date as of August 24, 2020, by and between Universal Stainless & Alloy Products, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent	Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 24, 2020.
10.1	Stockholders Agreement dated as of August 1, 1994, by and among the Company and its existing stockholders	Incorporated herein by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.2	Omnibus Incentive Plan	Incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement dated April 25, 2012.*
10.3	Employment Agreement dated December 21, 2007 between the Company and Dennis M. Oates	Incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.*
10.4	Employment Agreement dated April 21, 2008 between the Company and Christopher M. Zimmer	Incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.*
10.5	Employment Agreement dated August 5, 2015 between the Company and Graham McIntosh	Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.*
10.6	Employment Agreement dated April 1, 2020, between the Company and John J. Arminas	Incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.*
10.7	Form of notice of grant of restricted stock award.	Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.*
10.8	Form of non-statutory stock option agreement.	Incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.*
10.9	Form of incentive stock option agreement.	Incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.*

51

EXHIBIT NUMBER	DESCRIPTION
10.10	Form of non-statutory stock option agreement for eligible directors.	Incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.*
10.11	Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of March 17, 2021, by and among Universal Stainless & Alloy Products, Inc., the other borrowers party thereto, the guarantors party thereto from time to time, PNC Bank, National Association, as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, the lenders party thereto from time to time and PNC Capital Markets LLC, as sole lead arranger and sole bookrunner.	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 17, 2021.
10.12	Universal Stainless & Alloy Products, Inc. Amended and Restated 1996 Employee Stock Purchase Plan.	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2021.*
10.13	Universal Stainless & Alloy Products, Inc. Amended and Restated 2017 Equity Incentive Plan.	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2021.*
10.14	Form of Non-Employee Director Stock Option Award Agreement (Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan)	Incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
10.15	Form of Non-Employee Director RSU Award Agreement (Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan)	Incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
10.16	Form of Employee Stock Option Award Agreement (Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan)	Incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
10.17	Form of Employee RSU Award Agreement (Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan)	Incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.

52

EXHIBIT NUMBER	DESCRIPTION
10.18	Form of Retention Stock Option Award Agreement (Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan)	Incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
10.19	Form of Retention RSU Award Agreement (Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan)	Incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
10.20	Amendment to the Employment Agreement dated December 21, 2007 between the Company and Dennis M. Oates	Incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.*
10.21	Amendment to the Employment Agreement dated April 21, 2008 between the Company and Christopher M. Zimmer	Incorporated herein by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.*
10.22	Employment Agreement dated April 15, 2019, between the Company and Wendel L. Crosby	Incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.*
10.23	Employment Agreement dated April 1, 2022, between the Company and Steven V. DiTommaso	Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.*
10.24	Amendment to the Universal Stainless & Alloy Products, Inc. Amended and Restated 2017 Equity Incentive Plan	Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2022.*
10.25	First Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of October 19, 2022, by and among Universal Stainless & Alloy Products, Inc., the other borrowers party thereto, the guarantors party thereto from time to time, PNC Bank, National Association, as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, the lenders party thereto from time to time and PNC Capital Markets LLC, as sol lead arranger and sole bookrunner	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 24, 2022.
21.1	Subsidiaries of Registrant	Filed herewith.
23.1	Consent of Schneider Downs & Co., Inc.	Filed herewith.
24.1	Powers of Attorney	Included on the signature page herein.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

53

EXHIBIT NUMBER	DESCRIPTION
101	The following financial information from this Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets as of December 31, 2022 and 2021 (ii) the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020; (v) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020; and (vi) the Notes to Consolidated Financial Statements.	Filed herewith.
104	Cover Page Interactive Data File (formatted as inline XBRL).	Contained in Exhibit 101.

* - Reflects management contract or compensatory plan or arrangement to be filed as an exhibit pursuant to Item 15(b) of this Annual Report on Form 10-K.

ITEM 16. FORM 10-K SUMMARY

Not Applicable.

54

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on February 24, 2023.

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
By:	/s/ Dennis M. Oates
	Dennis M. Oates
	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

Each of the officers and directors of Universal Stainless & Alloy Products, Inc., whose signature appears below in so signing also makes, constitutes and appoints Dennis M. Oates and John Arminas, and each of them acting alone, his true and lawful attorney-in-fact, with full power of substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all amendment or amendments to this Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Dennis M. Oates	Chairman, President, Chief Executive Officer and	February 24, 2023
Dennis M. Oates	Director (Principal Executive Officer)
/s/ Steven V. DiTommaso	Vice President and Chief Financial Officer	February 24, 2023
Steven V. DiTommaso	(Principal Financial and Accounting Officer)
/s/ Christopher L. Ayers	Director	February 24, 2023
Christopher L. Ayers
/s/ Judith L. Bacchus	Director	February 24, 2023
Judith L. Bacchus
/s/ M. David Kornblatt	Director	February 24, 2023
M. David Kornblatt
/s/ Udi Toledano	Director	February 24, 2023
Udi Toledano

55

EX-21

Exhibit 21.1

SUBSIDIARIES OF REGISTRANT

Below are the only active wholly-owned subsidiaries of the registrant and its jurisdiction of organization.

Doing Business As	State of Incorporation
Dunkirk Specialty Steel, LLC	Delaware
North Jackson Specialty Steel, LLC	Delaware

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-13509, No. 333-13511, No. 333-100263, No. 333-136984, No. 333-184334, No. 333-184335, No. 333-184336, No. 333-212065, No. 333-217794, No. 333-255909, No. 333-255910 and No. 333-265149) and on Form S-3 (No. 333-212064 and No. 333-225198) of Universal Stainless & Alloy Products, Inc. of our report dated February 22, 2023, relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Universal Stainless & Alloy Products, Inc., which appears in this Form 10-K.

/s/ Schneider Downs & Co., Inc.

Schneider Downs & Co., Inc.

Pittsburgh, Pennsylvania

February 24, 2023

EX-31

Exhibit 31.1

CERTIFICATION

I, Dennis M. Oates, certify that:

1.I have reviewed this Annual Report on Form 10-K of Universal Stainless & Alloy Products, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2023

/s/ Dennis M. Oates

Dennis M. Oates

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

EX-31

Exhibit 31.2

CERTIFICATION

I, Steven V. DiTommaso, certify that:

1.I have reviewed this Annual Report on Form 10-K of Universal Stainless & Alloy Products, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2023

/s/ Steven V. DiTommaso

Steven V. DiTommaso

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32

Exhibit 32 .1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Universal Stainless & Alloy Products, Inc. (the “Company”) for the year ended December 31, 2022 as filed with the SEC on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 24, 2023	/s/ Dennis M. Oates
	Dennis M. Oates
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)
Date: February 24, 2023	/s/ Steven V. DiTommaso
	Steven V. DiTommaso
	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

XML

Document and Entity Information - USD ($)

12 Months Ended

Dec. 31, 2022

Feb. 01, 2023

Jun. 30, 2022

Document Information [Line Items]

Document Type

10-K

Amendment Flag

false

Document Period End Date

Dec. 31, 2022

Document Fiscal Year Focus

2022

Document Fiscal Period Focus

FY

Entity Registrant Name

UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

Entity Central Index Key

0000931584

Entity Current Reporting Status

Yes

Entity Voluntary Filers

No

Entity Interactive Data Current

Yes

Current Fiscal Year End Date

--12-31

Entity Filer Category

Accelerated Filer

Entity Well-known Seasoned Issuer

No

Entity Public Float

$ 63,226,000

ICFR Auditor Attestation Flag

true

Entity Common Stock, Shares Outstanding

9,049,748

Entity Shell Company

false

Entity Small Business

true

Entity Emerging Growth Company

false

Entity File Number

001-39467

Entity Incorporation, State or Country Code

DE

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

Document Annual Report

true

Document Transition Report

false

Auditor Name

Schneider Downs & Co., Inc

Auditor Location

Pittsburgh, Pennsylvania

Auditor Firm ID

358

Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference portions of the Company’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders.

Common Stock

Document Information [Line Items]

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

USAP

Security Exchange Name

NASDAQ

Preferred Stock

Document Information [Line Items]

Title of 12(b) Security

Preferred Stock Purchase Rights

Security Exchange Name

NASDAQ

No Trading Symbol Flag

true

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Net sales	$ 202,114	$ 155,934	$ 179,731
Cost of products sold	187,927	147,963	182,387
Gross margin	14,187	7,971	(2,656)
Selling, general and administrative expenses	21,180	20,243	19,752
Operating loss	(6,993)	(12,272)	(22,408)
Interest expense	4,388	2,214	3,009
Gain on extinguishment of debt		(10,000)
Other income, net	(684)	(445)	(1,123)
Loss before income taxes	(10,697)	(4,041)	(24,294)
Benefit from income taxes	(2,624)	(3,283)	(5,247)
Net loss	$ (8,073)	$ (758)	$ (19,047)
Basic loss per share	$ (0.90)	$ (0.09)	$ (2.16)
Diluted loss per share	$ (0.90)	$ (0.09)	$ (2.16)
Weighted average shares of common stock outstanding
Basic	8,972,468	8,907,908	8,818,974
Diluted	8,972,468	8,907,908	8,818,974

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (8,073)	$ (758)	$ (19,047)
Other comprehensive loss, net of tax:
Unrealized gain (loss) on derivatives, net of tax	93	85	(14)
Comprehensive (loss) income	$ (7,980)	$ (673)	$ (19,061)

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 2,019	$ 118
Accounts receivable (less allowance for doubtful accounts of $201)	30,960	21,192
Inventory, net	154,193	140,684
Other current assets	10,392	8,567
Total current assets	197,564	170,561
Property, plant and equipment, net	163,490	159,162
Deferred income tax assets	143
Other long-term assets	2,137	909
Total assets	363,334	330,632
Current liabilities:
Accounts payable	38,179	24,000
Accrued employment costs	2,790	4,303
Current portion of long-term debt	3,419	2,392
Other current liabilities	1,112	943
Total current liabilities	45,500	31,638
Long-term debt	95,015	66,852
Deferred income tax liabilities		2,461
Other long-term liabilities	3,066	3,360
Total liabilities	143,581	104,311
Commitments and contingencies (Note 14)
Stockholders’ equity:
Senior preferred stock, par value $0.001 per share; 1,980,000 shares authorized; zero shares issued and outstanding
Common stock, par value $0.001 per share; 20,000,000 shares authorized; 9,049,748 and 8,938,091 shares issued, respectively	9	9
Additional paid-in capital	97,002	95,590
Accumulated other comprehensive income	133	40
Retained earnings	122,609	130,682
Total stockholders’ equity	219,753	226,321
Total liabilities and stockholders’ equity	$ 363,334	$ 330,632

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 201	$ 201
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	9,049,748	8,938,091

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Activities:
Net loss	$ (8,073)	$ (758)	$ (19,047)
Adjustments for non-cash items:
Depreciation and amortization	19,378	19,300	19,449
Deferred income tax	(2,695)	(3,288)	(5,231)
Gain on extinguishment of debt		(10,000)
Share-based compensation expense	1,289	1,121	1,455
Changes in assets and liabilities:
Accounts receivable, net	(9,768)	(3,091)	17,494
Inventory, net	(15,078)	(30,986)	34,326
Accounts payable	10,507	10,986	(25,282)
Accrued employment costs	(1,513)	2,477	(1,983)
Income taxes	3	(3)	243
Other, net	(2,986)	(3,727)	2,387
Net cash (used in) provided by operating activities	(8,936)	(17,969)	23,811
Investing Activities:
Capital expenditures	(12,096)	(11,105)	(9,157)
Net cash used in investing activity	(12,096)	(11,105)	(9,157)
Financing Activities:
Borrowings under revolving credit facility	147,921	134,120	115,876
Payments on revolving credit facility	(124,373)	(96,602)	(136,877)
Proceeds from term loan facility		8,571
Proceeds from other financing transactions, net	1,804
Proceeds from Paycheck Protection Program Note			10,000
Payments on term loan facility, finance leases, and notes	(2,412)	(16,715)	(3,809)
Payments of financing costs	(130)	(539)
Issuance of common stock under share-based plans	123	193	150
Net cash provided by (used in) financing activities	22,933	29,028	(14,660)
Net increase (decrease) in cash	1,901	(46)	(6)
Cash at beginning of period	118	164	170
Cash at end of period	2,019	118	164
Supplemental Non-Cash Financing Activity:
Financing lease liability from remelt expansion (Note 6)	5,196
Supplemental Disclosure of Cash Flow Information:
Interest paid	3,985	1,980	2,885
Income taxes paid (refunded), net	$ 2	$ 7	$ (213)

XML

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock [Member]
Beginning Balance at Dec. 31, 2019		$ 9	$ 94,982	$ 150,487	$ (31)	$ (2,311)
Beginning Balance (shares) at Dec. 31, 2019		8,799,436				294,279
Common stock issuance under Employee Stock Purchase Plan			150
Common stock issuance under Employee Stock Purchase Plan (shares)		21,940
Share-based compensation			1,455
Share-based compensation (shares)		62,412
Net gain (loss) on derivative instruments					(14)
Treasury Stock retirement			(2,311)			$ 2,311
Treasury Stock shares retired						(294,279)
Net loss	$ (19,047)			(19,047)
Ending Balance at Dec. 31, 2020		$ 9	94,276	131,440	(45)
Ending Balance (shares) at Dec. 31, 2020		8,883,788
Common stock issuance under Employee Stock Purchase Plan			146
Common stock issuance under Employee Stock Purchase Plan (shares)		22,382
Other Share-based plans			47
Other share-based plans (Shares)		5,272
Share-based compensation			1,121
Share-based compensation (shares)		26,649
Net gain (loss) on derivative instruments					85
Net loss	(758)			(758)
Ending Balance at Dec. 31, 2021	226,321	$ 9	95,590	130,682	40
Ending Balance (shares) at Dec. 31, 2021		8,938,091
Common stock issuance under Employee Stock Purchase Plan			123
Common stock issuance under Employee Stock Purchase Plan (shares)		19,915
Other Share-based plans			101
Other share-based plans (Shares)		11,452
Share-based compensation			1,188
Share-based compensation (shares)		80,290
Net gain (loss) on derivative instruments					93
Net loss	(8,073)			(8,073)
Ending Balance at Dec. 31, 2022	$ 219,753	$ 9	$ 97,002	$ 122,609	$ 133
Ending Balance (shares) at Dec. 31, 2022		9,049,748

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

Note 1: Significant Accounting Policies

Basis of Consolidation. The consolidated financial statements include the accounts of Universal Stainless & Alloy Products, Inc. and its wholly-owned subsidiaries and variable interest entities (collectively, “we,” “us,” “our,” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. We have no interests in any unconsolidated entity.

Use of Estimates. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The estimates and assumptions used in these consolidated financial statements are based on known information available as of the balance sheet date. Actual results could differ from those estimates.

Concentration of Credit Risk. We limit our credit risk on accounts receivable by performing ongoing credit evaluations and, when necessary, require letters of credit, guarantees or cash collateral. Our largest customer accounted for approximately 21%, 19% and 23% of our net sales for the years ended December 31, 2022, 2021 and 2020, respectively, and 12%, 7% and 8% of our total accounts receivable balance at December 31, 2022, 2021 and 2020, respectively. Our second largest customer in each year accounted for approximately 18%, 10% and less than 10% of our net sales for the years ended December 31, 2022, 2021 and 2020, respectively, and 25%, 6%, and less than 5% of our total accounts receivable balance at December 31, 2022, 2021 and 2020, respectively. The higher percentage of accounts receivable made up by our second largest customer in 2022 is primarily due to timing, as sales to that customer during the year were highest in the fourth quarter.

Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are presented net of the allowance for doubtful accounts on our consolidated balance sheets. We market our products to a diverse customer base, primarily throughout the United States. International sales approximated 5% of total net sales in 2022 and 7% in both 2021 and 2020. The allowance for doubtful accounts includes specific reserves for the value of outstanding invoices issued to customers that are deemed potentially not collectible. Receivables are charged-off to the allowance when they are deemed to be uncollectible. There was no bad debt expense recorded for the years ended December 31, 2022, 2021 and 2020.

Inventories. Inventories are stated at the lower of cost or net realizable value with cost principally determined by the weighted average cost method. Such costs include the acquisition cost for raw materials and operating supplies, direct labor and applied manufacturing overhead within the guidelines of normal plant capacity. 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. The net change in inventory reserves for the year ended December 31, 2022 was a decrease of $1.1 million. The net change for the year ended December 31, 2021 was an increase of $0.3 million, and the net change for the year ended December 31, 2020 was an increase of $1.1 million.

Included in inventory are operating materials consisting of forge dies and production molds and rolls that are consumed over their useful lives. During the years ended December 31, 2022, 2021 and 2020, we amortized these operating materials in the amount of $1.6 million, $1.7 million and $1.7 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.

We experienced low activity levels at our production facilities during 2021 and 2020 caused primarily by the impacts of the COVID-19 pandemic. As a result, $6.1 million of fixed overhead costs were not absorbed into inventory and charged directly to expense during 2021, and $8.3 million of fixed overhead costs were not absorbed into inventory charged directly to expense during 2020.

Government Assistance. We received an award under the Aviation Manufacturing Jobs Program during 2022 totaling approximately $3.6 million. The entire amount of the award was earned during 2022 and recorded as a reduction to costs of goods sold in the consolidated statement of operations. Approximately $1.8 million of cash was received during 2022 and the remaining cash is expected in 2023. Accordingly, a receivable of $1.8 million was recorded within Other current assets on the consolidated balance sheet.

Property, Plant and Equipment. Property, plant and equipment is recorded at cost or its fair value at acquisition date. No depreciation is recognized on assets until they are placed in service. Assets which have been retired or disposed of are removed from cost and accumulated depreciation accounts, with the gain or loss generally reflected in cost of goods sold on the consolidated statements of operations.

Major equipment maintenance costs are capitalized as incurred and included in other current assets and other long-term assets, as appropriate. These costs are amortized to cost of products sold within a 12 to 36 month period. Other maintenance

costs are expensed as incurred. Costs of improvements and renewals are capitalized. Our maintenance expense for the years ended December 31, 2022, 2021 and 2020 was $21.6 million, $16.7 million and $15.9 million, respectively, which is included as a component of cost of products sold.

Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. The estimated useful lives of buildings and land improvements are between 10 and 40 years, and the estimated useful lives of machinery and equipment are between five and 39 years. Our total depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $17.4 million, $17.3 million and $17.5 million, respectively, of which $16.8 million, $16.8 million and $17.0 million, respectively, was included as a component of cost of products sold while the remainder was included in selling, general and administrative expense.

Long-Lived Asset Impairment. Long-lived assets, including property, plant and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in relation to the operating performance and future undiscounted cash flows of the underlying assets. Adjustments are made if the sum of expected future cash flows is less than the book value. Based on management’s assessment of the carrying values of long-lived assets, no impairment reserve was necessary as of December 31, 2022, 2021 and 2020.

Deferred Financing Costs. Deferred financing costs are amortized up to the maturity date of the related financial instrument using the straight-line method, which approximates the effective interest method. Deferred financing cost amortization for each of the years ended December 31, 2022, 2021 and 2020 was $0.2 million and is included as a component of interest expense and other financing costs on the consolidated statements of operations and included as part of total depreciation and amortization on the consolidated statements of cash flows. At December 31, 2022 and 2021, we had $1.4 million and $1.5 million, respectively, of unamortized deferred financing costs included on our consolidated balance sheets as a reduction of debt.

Revenue Recognition. The Company’s revenues are primarily composed of sales of products. Revenue from the sale of products is recognized when the Company satisfies its performance obligations under a contract by transferring control of the promised product to its customer (“point-in-time”). Sales of certain specified product grades and shapes, and sales from conversion services, are recognized over-time. These sales qualify for over-time revenue recognition as the Company does not produce an asset with alternative use when completing its performance obligations with regard to these items, and maintains an enforceable right to payment in the event of contract termination.

Invoiced shipping and handling costs are also accounted for as revenue. Customer claims, which are not material, are accounted for primarily as a reduction to gross sales after the matter has been researched and an acceptable resolution has been reached.

Income Taxes. Deferred income taxes are provided for net operating losses, unused tax credits earned and the tax effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. We use the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to be in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that the asset will not be realized. Income tax penalties and interest are included in the provision for income tax expense.

We evaluate the tax positions taken or expected to be taken in our tax returns. A tax position should only be recognized in the financial statements if we determine that it is more-likely-than-not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. We believe there are no material uncertain tax positions at December 31, 2022, 2021 and 2020.

We recognize excess tax benefits as a result of the exercise of employee stock options within the consolidated statements of operations.

Share-based Compensation Plans. We recognize compensation expense based on the grant-date fair value of the awards. The fair value of the stock option grants is estimated on the date of grant using the Black-Scholes option-pricing model, and is recognized ratably over the service/vesting period of the award. The fair value of time-based restricted stock grants and restricted stock units is calculated using the market value of the stock on the date of issuance, and is recognized ratably over the service/vesting period of the award.

Net Loss per Common Share. Net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding plus all dilutive potential common shares outstanding during the period.

Treasury Stock. We account for treasury stock under the cost method and include such shares as a reduction of total stockholders’ equity. During 2020, we retired all treasury stock previously acquired.

Financial Instruments. Financial instruments held by us include cash, accounts receivable, and accounts payable and current and long-term debt. The carrying value of cash, accounts receivable and accounts payable is considered to be representative of fair value because of the short maturity of these instruments. Refer to Note 8 for fair value disclosures of our financial instruments.

Segment Reporting. Our operating facilities are integrated, and therefore our chief operating decision maker (“CODM”) views the Company as one business unit. Our CODM sets performance goals, assesses performance and makes decisions about resource allocations on a consolidated basis. As a result of these factors, as well as the nature of the financial information available which is reviewed by our CODM, we maintain one reportable segment.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this ASU will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. An entity is permitted to early adopt the guidance, and we early adopted ASU 2019-12 as of January 1, 2020. The adoption did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB added a new impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses applicable to trade receivables, other receivables, contract assets and most debt instruments. The model does not have a minimum threshold for recognition of impairment losses. The Company will adopt this guidance in 2023 and it is not expected to have a material impact to the consolidated financial statements.

The Company considers the applicability and impact of all ASUs. Recently issued ASUs not listed were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements.

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Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2: Revenue Recognition

The Company’s revenues are primarily comprised of sales of products. Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product. A performance obligation is a promise in a contract to transfer a distinct product to a customer. Most of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales and other taxes are excluded from revenues. Invoiced shipping and handling costs are included in revenue.

The Company’s revenue is primarily from products transferred to customers at a point in time. The Company recognizes revenue at the point in time in which the customer obtains control of the product, which is generally when product title passes to the customer upon shipment.

We have determined that there are certain customer agreements involving production of specified product grades and shapes that require revenue to be recognized over time, in advance of shipment, due to there being no alternative use for these grades and shapes without significant economic loss. Also, the Company maintains an enforceable right to payment including a normal profit margin from the customer in the event of contract termination. Contract assets related to services performed, not yet billed of $1.6 million and $2.2 million are included in Accounts Receivable in the Consolidated Balance Sheets at December 31, 2022 and 2021, respectively.

The Company has elected the following practical expedients allowed under ASC Topic 606:

•Shipping activities are not considered to be separate performance obligations.

•Performance obligations are satisfied within one year from a given reporting date, and consequently we omit disclosure of the transaction price apportioned to remaining performance obligations on open orders.

The following summarizes our revenue by melt type:
	Twelve Months Ended
	December 31,
	2022		2021
Net sales:
Specialty alloys	$	160,352		127,885
Premium alloys (A)		39,225		26,423
Conversion services and other sales		2,537		1,626
Total net sales	$	202,114	$	155,934
(A) Premium alloys represent all vacuum induction melted (VIM) products.

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Inventory

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventory

Note 3: Inventory

The major classes of inventory are as follows:

December 31,	2022			2021
(dollars in thousands)
Raw materials and starting stock	$	14,890		$	12,263
Semi-finished and finished steel products		129,534			122,396
Operating materials		13,220			10,620
Gross inventory		157,644			145,279
Inventory reserves		(3,451	)		(4,595	)
Total inventory, net	$	154,193		$	140,684

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 4: Property, Plant and Equipment

Property, plant and equipment consists of the following:

December 31,	2022			2021
(dollars in thousands)
Land and land improvements	$	8,090		$	8,066
Buildings		53,334			52,866
Machinery and equipment		315,165			301,271
Construction in progress		12,602			5,138
Gross property, plant and equipment		389,191			367,341
Accumulated depreciation		(225,701	)		(208,179	)
Property, plant and equipment, net	$	163,490		$	159,162

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Long-Term Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Note 5: Long-Term Debt

Long-term debt consists of the following:

December 31,	2022			2021
(dollars in thousands)
Term loan	$	11,786		$	13,929
Revolving credit facility		79,545			55,997
Finance leases		6,663			783
Sale and leaseback financing liability		1,804			-
		99,798			70,709
Less: current portion of long-term debt		(3,419	)		(2,392	)
Less: deferred financing costs		(1,364	)		(1,465	)
Long-term debt	$	95,015		$	66,852

Credit Facility

On March 17, 2021, we entered into the Second Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”), with PNC Bank, National Association (“PNC Bank”), as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent, the Lenders (as defined in the Credit Agreement) party thereto from time to time and PNC Capital Markets LLC, as sole lead arranger and sole bookrunner. The Credit Agreement replaces our prior Credit Agreement, and provides for a senior secured revolving credit facility in an aggregate principal amount not to exceed $105.0 million (“Revolving Credit Facility”) and a senior secured term loan facility (“Term Loan”) in the amount $15.0 million (together with the Revolving Credit Facility, the “Facilities”).

The Company was in compliance with all applicable covenants throughout 2022 and at December 31, 2022.

The Facilities, which expire on March 17, 2026 (the “Expiration Date”), are collateralized by a first lien on substantially all of the assets of the Company and its subsidiaries, except that no real property is collateral under the Facilities other than Company’s real property in North Jackson, Ohio.

Availability under the Credit Agreement is based on eligible accounts receivable and inventory. The Company must maintain undrawn availability under the Credit Agreement of at least $11.0 million. That requirement can be overcome if the Company maintains a fixed charge coverage ratio of not less than 1.10 to 1.0 measured on a rolling two-quarter basis and calculated in accordance with the terms of the Credit Agreement.

The Company is required to pay a commitment fee of 0.25% based on the daily unused portion of the Revolving Credit Facility.

With respect to the Term Loan, the Company must pay quarterly installments of the principal of approximately $0.5 million, plus accrued and unpaid interest, on the first day of each fiscal quarter beginning on June 30, 2021. To the extent not previously paid, the Term Loan will become due and payable in full on the Expiration Date.

Amounts outstanding under the Facilities, at the Company’s option, will bear interest at either a base rate or a LIBOR (prior to September 30, 2022) or a SOFR (after September 30, 2022) based rate, in either case calculated in accordance with the terms of the Credit Agreement. Interest under the Credit Agreement is payable monthly. We elected to use the LIBOR and SOFR based rate for the majority of the debt outstanding under the Facilities during 2022. At December 31, 2022, the SOFR based rate was approximately 6.9% on our Revolving Credit Facility and 7.4% for the Term Loan.

At December 31, 2022 and 2021, we net had deferred financing costs related to the Credit Agreement of approximately $0.7 million and $0.9 million recorded to the consolidated balance sheet, respectively. We amortized $0.2 million of those costs during each of the years ended December 31, 2022 and 2021.

The aggregate annual principal payments due under our Credit Agreement at December 31, 2022, are as follows:

(dollars in thousands)
2023	$	2,144
2024		2,144
2025		2,144
2026		84,899
	$	91,331

Paycheck Protection Program Term Note

On April 16, 2020, the Company entered into a promissory note, dated April 15, 2020, with PNC Bank, National Association, evidencing an unsecured loan with a principal amount of $10.0 million made to the Company pursuant to the Paycheck Protection Program (the “PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Term Note is guaranteed by the United States Small Business Administration.

Under the terms of the CARES Act, the Company was eligible for forgiveness for all or a portion of the PPP Term Note, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of certain covered interest, lease and utility payments.

The Company applied for forgiveness of the PPP Term Note during the third quarter of 2020. In July 2021, PNC Bank notified the Company that forgiveness of the note was granted by the United States Small Business Administration. Accordingly, the PPP Term Note was forgiven in its entirety, including all related accrued interest. In the third quarter of 2021, we recognized forgiveness of the PPP Term Note and recorded a corresponding gain on extinguishment of debt in the Consolidated Statement of Operations for the period.

The PPP Term Note incurred interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. The Company did not make any principal or interest payments related to the PPP Term Note.

Notes

In connection with the acquisition of the North Jackson facility in 2011, we issued $20.0 million in Notes to the sellers of the facility as partial consideration in the transaction.

On January 21, 2016, the Company entered into Amended and Restated Notes in the aggregate principal amount of $20.0 million (the “Notes”), each in favor of Gorbert Inc. (“Holder”). The Company’s obligations under the Notes were collateralized by a second lien on the same assets of the Company that collateralize the obligations of the Company under the Facilities. The Holder had the right to elect at any time on or prior to August 17, 2017 to convert all or any portion of the outstanding principal amount of the Notes.

The Notes were originally scheduled to mature on March 17, 2019. In 2019, the Company extended the maturity date to March 17, 2020 in accordance with the terms of the Notes. In 2020, the Company extended the maturity date to March 17, 2021 in accordance with the terms of the Notes. The Company made partial principal payments on the notes upon extension, and an aggregate principal amount of $15.0 million remained outstanding at the 2021 maturity date. On March 17, 2021, the Company paid the remaining principal balance and all applicable interest to settle the notes obligation.

The Notes had an applicable interest at a rate of 6.0% per year from August 17, 2017 until the time they were paid off. All accrued and unpaid interest was payable quarterly in arrears on September 18, December 18, March 18 and June 18 of each year.

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Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Note 6: Leases

The Company periodically enters into leases in its normal course of business. At December 31, 2022, the leases in effect were primarily related to mobile equipment and other production equipment. The term of our leases is generally 72 months or less, and the leases do not have significant restrictions, covenants, or other nonstandard terms.

The Company entered into three new operating lease agreements and four new finance lease agreements during 2022. This includes the $5.2 million lease component of our new VAR expansion financing arrangement, but excludes the $1.8 million sale and leaseback component of that agreement. The $1.8 million is accounted for as a loan secured by the related equipment, as it did not meet the criteria for sale accounting under Accounting Standards Codification section 842. The $1.8 million is excluded from the tables below, the current portion of which is approximately $0.2 million. The total $7.0 million principal amount of that financing arrangement has a term of 72 months and an implicit interest rate of approximately 11.2%. The weighted average interest rate on all our financing leases is approximately 10.0%.

Right-of-use assets and lease liabilities are recorded at the present value of minimum lease payments. For our operating leases, the assets are included in Other long-term assets on the consolidated balance sheets and are amortized within operating income over the respective lease terms. The long-term component of the lease liability is included in Other long-term liabilities, net, and the current component is included in Other current liabilities. For our finance leases, the assets are included in Property, plant and equipment, net on the consolidated balance sheets and are depreciated over the respective lease terms which range from three to six years. The long-term component of the lease liability is included in Long-term debt and the current component is included in Current portion of long-term debt.

As of December 31, 2022, future minimum lease payments applicable to operating and finance leases were as follows:

	Operating Leases				Finance Leases
2023	$		266		$		1,696
2024			170				1,678
2025			36				1,566
2026			21				1,439
2027			2				1,392
2028			-				1,085
Total minimum lease payments	$		495		$		8,856
Less amounts representing interest			(15	)			(2,193	)
Present value of minimum lease payments	$		480		$		6,663
Less current obligations			(262	)			(1,045	)
Total long-term lease obligations, net	$		218		$		5,618
Weighted-average remaining lease term		2.1 years				5.3 years

Right-of-use assets recorded to the consolidated balance sheet at December 31, 2022 were $0.5 million for operating leases and $9.2 million for finance leases. For the twelve months ended December 31, 2022, the amortization of finance lease assets was $0.2 million and was included in cost of products sold in the Consolidated Statements of Operations.

Right-of-use assets recorded to the consolidated balance sheet at December 31, 2021 were $0.7 million for operating leases and $0.5 million for finance leases. For the twelve months ended December 31, 2021, the amortization of finance lease assets was $0.2 million and was included in cost of products sold in the Consolidated Statements of Operations.

The Company elected the practical expedient allowed under Leases (Topic 842) to exclude leases with a term of 12 months or less from the calculation of our lease liabilities and right-of-use assets.

In determining the lease liability and corresponding right-of-use asset for each lease, the Company calculated the present value of future lease payments using the interest rate implicit in the lease, when available, or the Company’s incremental borrowing rate. The incremental borrowing rate was determined with reference to the interest rate applicable under our senior secured revolving credit facility discussed in Note 5, as this facility is collateralized by a first lien on substantially all of the assets of the Company and its term is similar to the term of our leases.

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New Markets Tax Credit Financing Transaction

12 Months Ended

Dec. 31, 2022

New Markets Tax Credit Financing Transaction Disclosure [Abstract]

New Markets Tax Credit Financing Transaction

Note 7: New Markets Tax Credit Financing Transaction

On March 9, 2018, the Company entered into a New Markets Tax Credit financing program with PNC New Markets Investment Partners, LLC and Boston Community Capital, Inc. related to a new mid-size bar cell capital project at the Company’s Dunkirk, NY facility. PNC New Markets Investment Partners, LLC made a capital contribution and the Company made a loan to Dunkirk Investment Fund, LLC (“Investment Fund”) under the qualified NMTC financing program. Through this financing transaction, the Company secured low interest financing and the potential for other future benefits related to its mid-size bar cell capital project.

In connection with the financing transaction, the Company loaned $6.7 million aggregate principal amount (“Leverage Loan”) due in March 2048 to the Investment Fund. Additionally, PNC New Markets Investment Partners, LLC contributed $3.5 million to the Investment Fund, and as such, PNC New Markets Investment Partners, LLC is entitled to substantially all tax and other benefits derived from the NMTC. The Investment Fund then contributed the proceeds to a community development entity (“CDE”). The CDE then loaned the funds, on similar terms, as the Leverage Loan to Dunkirk Specialty Steel, LLC, a wholly-owned subsidiary of the Company. The CDE loan proceeds are restricted for use on the mid-size bar cell capital project.

The NMTC is subject to 100 percent recapture for a period of seven years as provided in the Internal Revenue Code. The Company is required to comply with various regulations and contractual provisions that apply to the NMTC arrangement. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, require the Company to indemnify PNC New Markets Investment Partners, LLC for any loss or recapture of NMTCs related to the financing until the Company’s obligation to deliver tax benefits is relieved. The Company does not anticipate any credit recaptures will be required in connection with this arrangement.

As of December 31, 2022 and 2021, the Company recorded $2.8 million within Other long-term liabilities related to this transaction, which represents the funds contributed to the Investment Fund by PNC New Markets Investment Partners, LLC.

This transaction also includes a put/call provision whereby the Company may be obligated or entitled to repurchase PNC New Markets Investment Partners, LLC’s interest in the Investment Fund. The Company believes that PNC New Markets Investment Partners, LLC will exercise the put option in March 2025, at the end of the recapture period, resulting in a gain of $2.8 million at that time. The value attributed to the put/call is negligible.

Direct costs incurred in structuring this financing transaction totaled $0.7 million. These costs were deferred and are amortized over the term of the loans.

The Company has determined that the Investment Fund and CDE are each a VIE, and that it is the primary beneficiary of each VIE. This conclusion was reached based on the following:

•The ongoing activities of the VIE, collecting and remitting interest and fees, and NMTC compliance were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the VIE;

•Contractual arrangements obligate the Company to comply with NMTC rules and regulations and provide various other guarantees to the Investment Fund and CDE;

•PNC New Markets Investment Partners, LLC lacks a material interest in the underlying economics of the project; and

•The Company is obligated to absorb losses of the VIE.

Because the Company is the primary beneficiary of each VIE, these entities have been included in the Company’s Consolidated Financial Statements.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8: Fair Value Measurements

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 December 31, 2022 and 2021 due to their short-term nature (Level 1). The fair value of the Term Loan and Revolver at December 31, 2022 and 2021 approximated the carrying amount as the interest rate is based upon floating short-term interest rates (Level 2).

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Derivatives and Hedging

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging

Note 9: Derivatives and Hedging

The Company invoices certain customers in foreign currencies. In order to mitigate the risks associated with fluctuations in exchange rates with the US Dollar, the Company enters into foreign exchange forward contracts for a portion of these sales and has designated these contracts as cash flow hedges.

The notional value of these contracts was $4.3 million at December 31, 2022 and $2.5 million at December 31, 2021. The Company recorded an unrealized gain in accumulated other comprehensive income of less than $0.1 million at December 31, 2022 and 2021 related to the contracts.

Additionally, the Company entered into a forward interest rate swap contract during 2020 to fix the interest rate on a portion of its variable-rate debt from January 1, 2021 to June 30, 2023. The interest rate swap was designated as a cash flow hedge. The notional amount of the contract was $16 million at its inception and reduces throughout the term. The notional amount was $16 million at December 31, 2021 and $10 million at December 31, 2022. The Company recorded an unrealized gain in

accumulated other comprehensive income of $0.1 million at December 31, 2022 and of less than $0.1 million at December 31, 2021.

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Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 10: Income Taxes

The income tax benefit attributable to continuing operations during the years ended December 31, 2022, 2021 and 2020 is as follows:

Components of the benefit from income taxes are as follows:

For the years ended December 31,	2022			2021			2020
(dollars in thousands)
Current provision (benefit)
Federal	$	(1	)	$	-		$	(16	)
State		5			5			-
Deferred benefit
Federal		(2,566	)		(3,376	)		(5,154	)
State		(62	)		88			(77	)
Benefit from income taxes	$	(2,624	)	$	(3,283	)	$	(5,247	)

The income tax benefit reconciled to taxes computed at the statutory federal rate is as follows:

For the years ended December 31,		2022				2021				2020
Tax benefit at statutory tax rate	$		(2,246	)	$		(848	)	$		(5,102	)
State income taxes, net of federal tax benefit			(53	)			(153	)			(129	)
Research and development tax credit			(557	)			(814	)			(372	)
Valuation allowance			(19	)			-				-
PPP loan forgiveness			-				(2,100	)			-
Deferred tax adjustment for stock option forfeitures			-				371				234
Other adjustments to deferred taxes			213				230				45
Other			38				31				77
Benefit from income taxes	$		(2,624	)	$		(3,283	)	$		(5,247	)

We continue to record a full valuation allowance against our New York deferred tax assets due to the zero percent state income tax rate for qualified manufacturers. We continue to record a partial valuation allowance against our Pennsylvania net operating loss deferred tax asset due to annual usage limitations. We have determined that federal and other state deferred tax assets are expected to be realized and have not recorded any additional valuation allowances.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our net deferred taxes related to continuing operations are as follows:

December 31,	2022		2021
(dollars in thousands)
Noncurrent deferred income taxes:
Federal and state tax carryforwards	$	12,863	$	13,358
Inventory		960		1,310
Share-based compensation		1,592		1,745
Receivables		43		51
Accrued liabilities		147		168
Other		1,930		4
Total deferred tax assets	$	17,535	$	16,636
Deferred tax liabilities:
Property, plant and equipment	$	16,852	$	18,459
Other		540		638
Total deferred tax liabilities	$	17,392	$	19,097
Total noncurrent deferred income taxes assets (liabilities)	$	143	$	(2,461	)

We file a U.S. federal income tax return and various state income tax returns. For federal income tax purposes, we had $25.8 million and $29.2 million of net operating loss carryforwards at December 31, 2022 and 2021, respectively. The net operating loss carryforwards begin to expire in 2035. In addition, we have credit carryforwards associated with our research and development activities of $7.0 million and $6.4 million as of December 31, 2022 and 2021, respectively. The research and development credit carryforwards begin to expire in 2030.

We have state net operating loss carryforwards of $11.0 million at December 31, 2022 and $11.1 million at December 31, 2021, and the related valuation allowances were approximately $0.2 million at each date. We also have state credit carryforwards of $0.4 million at December 31, 2022 and December 31, 2021. The state net operating loss carryforwards begin to expire in 2031. The state credit carryforwards begin to expire in 2027.

We are routinely under audit by federal or state authorities. Our federal tax returns are subject to examination by the IRS for tax years after 2018. We are subject to examination by most state tax jurisdictions for tax years after 2018.

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Net Loss Per Common Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Common Share

Note 11: Net Loss Per Common Share

The computation of basic and diluted net loss per common share for the years ended December 31, 2022, 2021 and 2020 is as follows:

For the years ended December 31,	2022			2021			2020
(dollars in thousands, except per share amounts)
Numerator:
Net loss	$	(8,073	)	$	(758	)	$	(19,047	)
Denominator:
Weighted average number of shares of common stock outstanding		8,972,468			8,907,908			8,818,974
Weighted average effect of dilutive share-based compensation		-			-			-
Diluted weighted average number of shares of common stock outstanding		8,972,468			8,907,908			8,818,974
Net loss per common share:
Basic earnings per share	$	(0.90	)	$	(0.09	)	$	(2.16	)
Diluted earnings per share	$	(0.90	)	$	(0.09	)	$	(2.16	)

There were 711,375, 645,050 and 776,025 options to purchase shares of common stock, at an average price of $18.25, $21.00 and $22.02 for the years ended December 31, 2022, 2021 and 2020, respectively, that were not included in the computation of diluted net loss per common share because their respective exercise prices were greater than the average market price of our common stock.

In addition, the calculation of diluted net loss per common share for the years ended December 31, 2022, 2021 and 2020, respectively, excluded 17,143, 39,036 and 22,533 shares for the assumed exercise of stock options as a result of being in a net loss position.

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Share-Based Plans

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Plans

Note 12: Share-Based Plans

At December 31, 2022, we had the following share-based compensation plans:

Universal Stainless & Alloy Products, Inc. Amended and Restated 2017 Equity Incentive Plan

We maintain the Universal Stainless & Alloy Products, Inc. amended and restated 2017 Equity Incentive Plan (the “2017 Plan”), which was approved by our stockholders in May 2017 and subsequently amended and restated and approved by our stockholders in May 2021 (the “Amended and Restated 2017 Plan”). The Amended and Restated 2017 Plan permits the issuance of stock options, restricted stock, restricted stock units, other share-based awards and performance awards to officers, employees, non-employee directors, and consultants and advisors to the Company. At its May 2017 inception, there were 568,357 shares authorized for issuance under the 2017 Plan.

When initially adopted in May 2017, the 2017 Plan replaced the Omnibus Incentive Plan (“OIP”) which in turn replaced the 1994 Stock Incentive Plan (“SIP”). Any awards outstanding under the SIP and OIP will remain subject to and be paid under the SIP and OIP, respectively. No new awards will be granted under either the SIP or OIP. Any shares subject to outstanding awards under the OIP that cease to be subject to such issuance of stock after the adoption of the Amended and Restated 2017 Plan will increase the shares authorized under the Amended and Restated 2017 Plan. As of the adoption of the Amended and Restated 2017 Plan, any shares subject to outstanding award under the SIP that cease to be subject to such issuance of stock will increase the shares authorized under the Amended and Restated 2017 Plan.

As of May 5, 2021, 400,000 additional shares were approved and authorized for issuance under the Amended and Restated 2017 Plan. As of May 4, 2022, 500,000 additional shares were approved and authorized for issuance under the Amended and Restated 2017 Plan. At December 31, 2022, there were 676,977 shares available for grant under the Amended and Restated 2017 Plan.

Omnibus Incentive Plan

We maintain the OIP which was approved by our stockholders in May 2012. The OIP permitted the issuance of stock options, restricted stock, restricted stock units and other share-based awards to non-employee directors, other than those directors owning more than 5% of our outstanding common stock, consultants, officers and other key employees who were expected to contribute to our future growth and success. With the adoption of the 2017 Plan, no shares of common stock were available for grant at December 31, 2022 under the OIP.

Stock Options

The price for options granted under the both the 2017 Plan and OIP is equal to the fair market value of the common stock at the date of grant. Options granted to non-employee directors vest over a three-year period, and options granted to employees vest over a four-year period. All options under both the 2017 Plan and OIP will expire no later than ten years after the grant date. Forfeited options may be reissued and are included in the amount available for grants.

A summary of stock option activity as of and for the year ended December 31, 2022 is presented below:

	Non-vested stock					Stock options
	options outstanding					outstanding
				Weighted-					Weighted-		Weighted-
				average					average		average
	Number			grant-date		Number			exercise		contractual
	of shares			fair value		of shares			price		term (years)
Outstanding at December 31, 2021		237,844		$	4.60		868,875		$	17.65
Stock options granted		5,000			4.60		5,000			10.13
Stock options vested		(91,160	)		5.17		-			-
Stock options forfeited		(10,475	)		16.02		(58,150	)		29.31
Outstanding at December 31, 2022		141,209		$	4.17		815,725		$	16.78		4.8
Exercisable at December 31, 2022							673,641		$	18.36		4.1

Shares issued in connection with stock option exercises are issued from available authorized shares. There were no stock option exercises during 2022, 2021 or 2020.

Based upon the closing stock price of $7.17 at December 31, 2022, the aggregate intrinsic value of outstanding stock options was $0.1 million, of which less than half was related to options that were exercisable. Intrinsic value of stock options is calculated as the amount by which the market price of our common stock exceeds the exercise price of the options.

The total fair value of stock options awards vested during the years ended December 31, 2022, 2021 and 2020, respectively, was approximately $0.2 million, $0.7 million and $0.8 million.

Share-based compensation to employees and directors is recognized as compensation expense in the consolidated statements of operations based on the stock options fair value on the measurement date, which is the date of the grant. The fair value of the award is recognized as expense over the requisite service periods. The compensation expense recognized, and its related tax effects, are included in additional paid-in capital.

Share-based compensation expense related to stock options totaled $0.5 million for the years ended December 31, 2022 and 2021. Share-based compensation expense related to stock options totaled $0.8 million for the year ended December 31, 2020. Share-based compensation expense is recognized ratably over the requisite service period for all stock option awards. Unrecognized share-based compensation expense related to non-vested stock option awards totaled $0.5 million at December 31, 2022, and the weighted-average period over which this unrecognized expense was expected to be recognized was 2.1 years.

The fair value of our stock options granted is estimated on the measurement date, which is the date of grant. We use the Black-Scholes option-pricing model. Our determination of fair value of stock option awards on the date of grant is affected by our stock price as well as assumptions regarding our expected stock price volatility over the term of the awards, and actual and projected stock option exercise behaviors. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2022, 2021 and 2020 was $4.60, $4.27 and $2.99, respectively.

The assumptions used to determine the fair value of stock options granted are detailed in the table below:

	2022			2021			2020
Risk-free interest rate		1.75	%	0.89% to 1.40%			0.37% to 0.94%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected market price volatility		46.8	%	47% to 52%			46% to 51%
Weighted-average expected market price volatility		46.8	%		49.0	%		49.2	%
Expected term	5.8 years			4.6 to 6.5 years			4.6 to 6.5 years

The risk-free interest rate was developed using the U.S. Treasury yield curve for periods equal to the expected life of the stock options at the grant date. No dividend yield was assumed because we do not pay cash dividends on common stock and currently have no plans to pay a dividend. Expected volatility is based on the long-term historical volatility (estimated over a period equal to the expected term of the stock options) of our common stock. In estimating the fair value of stock options under the Black-Scholes option-pricing model, separate groups of employees that have similar historical exercise behavior are considered separately. The expected term of options granted represents the period of time that options granted are expected to be outstanding.

Restricted Stock and Restricted Stock Units

A summary of restricted stock activity for the years ended December 31, 2022 and 2021 is presented below:

					Weighted-average
	Number				grant-date
	of shares				fair value
Balance, December 31, 2020		204,214				9.25
Restricted stock granted in May		6,492				10.75
Restricted stock vested in May		(6,493	)			14.81
Restricted stock granted in November		151,500				9.35
Restricted stock vested in October		(2,622	)			5.80
Restricted stock vested in November		(6,500	)			20.29
Restricted stock forfeited in 2021		(14,380	)			8.37
Balance, December 31, 2021		332,211		$		9.06
Restricted stock vested in February		(9,530	)			26.23
Restricted stock granted in April		5,000				8.68
Restricted stock granted in May		32,720				8.04
Restricted stock vested in May		(6,388	)			10.50
Restricted stock vested in October		(2,622	)			5.80
Restricted stock vested in November		(61,750	)			7.89
Restricted stock forfeited in 2022		(10,500	)			9.35
Balance, December 31, 2022		279,141		$		8.50

Share-based compensation expense related to restricted stock totaled $0.7 million for the year ended December 31, 2022 and $0.5 million for each of the years ended 2021 and 2020.

During the years ended December 31, 2022 and 2021, we granted 37,720 and 157,992 time-based restricted stock units, respectively, to certain employees and directors. The restricted stock units typically vest over four years for employees and three years for directors. The fair value of the non-vested time-based restricted common stock awards was calculated using the market value of the stock on the date of issuance.

As of December 31, 2022, total unrecognized compensation cost related to non-vested time-based restricted stock units was $1.7 million. That cost is expected to be recognized over a weighted-average period of 2.5 years.

Employee Amended and Restated Stock Purchase Plan

Under the Amended and Restated 1996 Employee Stock Purchase Plan, as amended (the “Plan”), the Company is authorized to issue up to 400,000 shares of common stock to its full-time employees, nearly all of whom are eligible to participate. Under the terms of the Plan, employees can choose as of January 1 and July 1 of each year to have up to 10% of their total earnings withheld to purchase up to 100 shares of our common stock each six-month period. The purchase price of the stock is 85% of the lower of its beginning-of-the-period or end-of-the-period market prices. At December 31, 2022, we have issued 315,624 shares of common stock since the Plan’s inception.

Tax Benefits Preservation Plan

On August 24, 2020, the Company's Board of Directors (the “Board”) adopted the Tax Benefits Preservation Plan (“Rights Agreement”), which is a stockholder rights plan designed to reduce the risk that the Company’s ability to use its net operating loss carryforwards and certain other tax attributes to reduce potential future income tax obligations would become subject to limitation by reason of the Company experiencing an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986. The Rights Agreement was ratified by the shareholders on an advisory, nonbinding basis at the May 2021 shareholder meeting.

Under the Rights Agreement, the Board declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”). The dividend will be paid to the stockholders of record at the close of business on September 3, 2020 (the “Record Date”). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), at a price of $35.00 (the “Exercise Price”), subject to certain adjustments. The fair value of the Rights was not significant.

The Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public announcement or filing that a person or group of affiliated or associated persons has become an “Acquiring Person,” which is

defined as a person or group of affiliated or associated persons that, at any time after the date of the Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions or (ii) the close of business on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”).

The Rights, which are not exercisable until the Distribution Date, will expire at or prior to the earliest of (i) the close of business on August 24, 2023; (ii) the time at which the Rights are redeemed pursuant to the Rights Agreement; (iii) the time at which the Rights are exchanged pursuant to the Rights Agreement; (iv) the time at which the Rights are terminated upon the occurrence of certain mergers or other transactions approved in advance by the Board; and (v) the close of business on the date set by the Board following a determination by the Board that (x) the Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available.

There were no issuances of Series A Preferred Stock during the twelve months ended December 31, 2022 or 2021.

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Retirement Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Retirement Plans

Note 13: Retirement Plans

We have a defined contribution retirement plan (“401(k) plan”) that covers substantially all employees. Pursuant to the 401(k) plan, participants may elect to make pre-tax and after-tax contributions, subject to certain limitations imposed under the Internal Revenue Code of 1986, as amended. In addition, we make periodic contributions to the 401(k) plan based on service for the North Jackson, Titusville and Dunkirk hourly employees. We make periodic contributions for the salaried employees at all locations based upon their service and their individual contribution to the 401(k) plan.

We also participate in the Steelworkers Pension Trust (the “Trust”), a multi-employer defined-benefit pension plan that is open to all hourly and salary employees associated with the Bridgeville facility. We make periodic contributions to the Trust based on hours worked at a fixed rate for each hourly employee, as determined by the collective bargaining agreement, and a fixed monthly contribution on behalf of each salary employee. The trustees of the Trust have provided us with the latest data available for the Trust year ended December 31, 2021. As of that date, the Trust is not fully funded. We could be held liable to the Trust for our own obligations, as well as those of other employers, due to our participation in the Trust. Contribution rates could increase if the Trust is required to adopt a funding improvement plan or a rehabilitation plan, if the performance of the Trust assets do not meet expectations, or as a result of future collectively-bargained wage and benefit agreements. If we choose to stop participating in the Trust, we may be required to pay the Trust an amount based on the underfunded status of the Trust, referred to as a withdrawal liability.

The Pension Protection Act (PPA) defines a zone status for each trust. Trusts in the green zone are at least 80% funded, trusts in the yellow zone are at least 65% funded, and trusts in the red zone are generally less than 65% funded. The Trust recertified its zone status after using the extended amortization provisions as allowed by law. The Trust has not implemented a funding improvement or rehabilitation plan, nor are such plans pending. Our contributions to the Trust have not exceeded more than 5% of the total contributions to the Trust.

Trusts employer

identification

Funding plan

Company contributions to the Trust

Pension

number /

PPA zone status

pending /

(dollars in thousands)

Surcharge

fund

plan number

2022

2021

implemented

2022

2021

2020

imposed

Trust

23-6648508 / 499

Green

Green

No

$

691

$

647

$

711

No

The total expense of all retirement plans for the years ended December 31, 2022, 2021 and 2020 was $1.6 million, $1.5 million and $1.8 million, respectively. The Company does not sponsor or participate in any other post-retirement benefit plans.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14: 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 to 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.

We, as well as other specialty metal manufacturers, are subject to demanding environmental standards imposed by federal, state and local environmental laws and regulations. We are not aware of any environmental condition that currently exists at any of our facilities that would cause a material adverse effect on our financial condition, results of operations or liquidity in a particular future quarter or year.

Our purchase obligations include the value of all open purchase orders with established quantities and purchase prices, as well as minimum purchase commitments, all made in the normal course of business. At December 31, 2022, our total purchase obligations were approximately $39.8 million, of which approximately $36.4 million will be due in 2023.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

Schedule II – Valuation and Qualifying Accounts

	Balance at		Charged to		Deductions/
	beginning		costs and		net charge-			Balance at
For the Years Ended December 31, 2022, 2021 and 2020	of year		expenses		offs (A)			end of year
(dollars in thousands)
Allowance for doubtful accounts:
Year ended December 31, 2022	$	201		-		-		$	201
Year ended December 31, 2021		203		-		(2	)		201
Year ended December 31, 2020		295		-		(92	)		203
Valuation allowance for deferred income taxes:
Year ended December 31, 2022	$	412		-		(19	)	$	393
Year ended December 31, 2021		412		-		-			412
Year ended December 31, 2020		2,105		-		(1,693	)		412

(A)Credits to the allowance for doubtful accounts represent the write-off of bad debts net of recoveries. Credits to the valuation allowance for deferred income taxes represent adjustments to existing valuation allowances.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Consolidation

Basis of Consolidation. The consolidated financial statements include the accounts of Universal Stainless & Alloy Products, Inc. and its wholly-owned subsidiaries and variable interest entities (collectively, “we,” “us,” “our,” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. We have no interests in any unconsolidated entity.

Use of Estimates

Use of Estimates. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The estimates and assumptions used in these consolidated financial statements are based on known information available as of the balance sheet date. Actual results could differ from those estimates.

Concentration of Credit Risk

Concentration of Credit Risk. We limit our credit risk on accounts receivable by performing ongoing credit evaluations and, when necessary, require letters of credit, guarantees or cash collateral. Our largest customer accounted for approximately 21%, 19% and 23% of our net sales for the years ended December 31, 2022, 2021 and 2020, respectively, and 12%, 7% and 8% of our total accounts receivable balance at December 31, 2022, 2021 and 2020, respectively. Our second largest customer in each year accounted for approximately 18%, 10% and less than 10% of our net sales for the years ended December 31, 2022, 2021 and 2020, respectively, and 25%, 6%, and less than 5% of our total accounts receivable balance at December 31, 2022, 2021 and 2020, respectively. The higher percentage of accounts receivable made up by our second largest customer in 2022 is primarily due to timing, as sales to that customer during the year were highest in the fourth quarter.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable are presented net of the allowance for doubtful accounts on our consolidated balance sheets. We market our products to a diverse customer base, primarily throughout the United States. International sales approximated 5% of total net sales in 2022 and 7% in both 2021 and 2020. The allowance for doubtful accounts includes specific reserves for the value of outstanding invoices issued to customers that are deemed potentially not collectible. Receivables are charged-off to the allowance when they are deemed to be uncollectible. There was no bad debt expense recorded for the years ended December 31, 2022, 2021 and 2020.

Inventories

Inventories. Inventories are stated at the lower of cost or net realizable value with cost principally determined by the weighted average cost method. Such costs include the acquisition cost for raw materials and operating supplies, direct labor and applied manufacturing overhead within the guidelines of normal plant capacity. 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. The net change in inventory reserves for the year ended December 31, 2022 was a decrease of $1.1 million. The net change for the year ended December 31, 2021 was an increase of $0.3 million, and the net change for the year ended December 31, 2020 was an increase of $1.1 million.

Included in inventory are operating materials consisting of forge dies and production molds and rolls that are consumed over their useful lives. During the years ended December 31, 2022, 2021 and 2020, we amortized these operating materials in the amount of $1.6 million, $1.7 million and $1.7 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.

We experienced low activity levels at our production facilities during 2021 and 2020 caused primarily by the impacts of the COVID-19 pandemic. As a result, $6.1 million of fixed overhead costs were not absorbed into inventory and charged directly to expense during 2021, and $8.3 million of fixed overhead costs were not absorbed into inventory charged directly to expense during 2020.

Government Assistance

Government Assistance. We received an award under the Aviation Manufacturing Jobs Program during 2022 totaling approximately $3.6 million. The entire amount of the award was earned during 2022 and recorded as a reduction to costs of goods sold in the consolidated statement of operations. Approximately $1.8 million of cash was received during 2022 and the remaining cash is expected in 2023. Accordingly, a receivable of $1.8 million was recorded within Other current assets on the consolidated balance sheet.

Property, Plant and Equipment

Property, Plant and Equipment. Property, plant and equipment is recorded at cost or its fair value at acquisition date. No depreciation is recognized on assets until they are placed in service. Assets which have been retired or disposed of are removed from cost and accumulated depreciation accounts, with the gain or loss generally reflected in cost of goods sold on the consolidated statements of operations.

Major equipment maintenance costs are capitalized as incurred and included in other current assets and other long-term assets, as appropriate. These costs are amortized to cost of products sold within a 12 to 36 month period. Other maintenance

costs are expensed as incurred. Costs of improvements and renewals are capitalized. Our maintenance expense for the years ended December 31, 2022, 2021 and 2020 was $21.6 million, $16.7 million and $15.9 million, respectively, which is included as a component of cost of products sold.

Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. The estimated useful lives of buildings and land improvements are between 10 and 40 years, and the estimated useful lives of machinery and equipment are between five and 39 years. Our total depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $17.4 million, $17.3 million and $17.5 million, respectively, of which $16.8 million, $16.8 million and $17.0 million, respectively, was included as a component of cost of products sold while the remainder was included in selling, general and administrative expense.

Long-Lived Asset Impairment

Long-Lived Asset Impairment. Long-lived assets, including property, plant and equipment and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in relation to the operating performance and future undiscounted cash flows of the underlying assets. Adjustments are made if the sum of expected future cash flows is less than the book value. Based on management’s assessment of the carrying values of long-lived assets, no impairment reserve was necessary as of December 31, 2022, 2021 and 2020.

Deferred Financing Costs

Deferred Financing Costs. Deferred financing costs are amortized up to the maturity date of the related financial instrument using the straight-line method, which approximates the effective interest method. Deferred financing cost amortization for each of the years ended December 31, 2022, 2021 and 2020 was $0.2 million and is included as a component of interest expense and other financing costs on the consolidated statements of operations and included as part of total depreciation and amortization on the consolidated statements of cash flows. At December 31, 2022 and 2021, we had $1.4 million and $1.5 million, respectively, of unamortized deferred financing costs included on our consolidated balance sheets as a reduction of debt.

Revenue Recognition

Revenue Recognition. The Company’s revenues are primarily composed of sales of products. Revenue from the sale of products is recognized when the Company satisfies its performance obligations under a contract by transferring control of the promised product to its customer (“point-in-time”). Sales of certain specified product grades and shapes, and sales from conversion services, are recognized over-time. These sales qualify for over-time revenue recognition as the Company does not produce an asset with alternative use when completing its performance obligations with regard to these items, and maintains an enforceable right to payment in the event of contract termination.

Invoiced shipping and handling costs are also accounted for as revenue. Customer claims, which are not material, are accounted for primarily as a reduction to gross sales after the matter has been researched and an acceptable resolution has been reached.

Income Taxes

Income Taxes. Deferred income taxes are provided for net operating losses, unused tax credits earned and the tax effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. We use the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to be in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that the asset will not be realized. Income tax penalties and interest are included in the provision for income tax expense.

We evaluate the tax positions taken or expected to be taken in our tax returns. A tax position should only be recognized in the financial statements if we determine that it is more-likely-than-not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. We believe there are no material uncertain tax positions at December 31, 2022, 2021 and 2020.

We recognize excess tax benefits as a result of the exercise of employee stock options within the consolidated statements of operations.

Share-based Compensation Plans

Share-based Compensation Plans. We recognize compensation expense based on the grant-date fair value of the awards. The fair value of the stock option grants is estimated on the date of grant using the Black-Scholes option-pricing model, and is recognized ratably over the service/vesting period of the award. The fair value of time-based restricted stock grants and restricted stock units is calculated using the market value of the stock on the date of issuance, and is recognized ratably over the service/vesting period of the award.

Net Loss per Common Share

Net Loss per Common Share. Net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding plus all dilutive potential common shares outstanding during the period.

Treasury Stock

Treasury Stock. We account for treasury stock under the cost method and include such shares as a reduction of total stockholders’ equity. During 2020, we retired all treasury stock previously acquired.

Financial Instruments

Financial Instruments. Financial instruments held by us include cash, accounts receivable, and accounts payable and current and long-term debt. The carrying value of cash, accounts receivable and accounts payable is considered to be representative of fair value because of the short maturity of these instruments. Refer to Note 8 for fair value disclosures of our financial instruments.

Segment Reporting

Segment Reporting. Our operating facilities are integrated, and therefore our chief operating decision maker (“CODM”) views the Company as one business unit. Our CODM sets performance goals, assesses performance and makes decisions about resource allocations on a consolidated basis. As a result of these factors, as well as the nature of the financial information available which is reviewed by our CODM, we maintain one reportable segment.

New Accounting Pronouncement

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this ASU will be applied using different approaches depending on what the specific amendment relates to and, for public entities, are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. An entity is permitted to early adopt the guidance, and we early adopted ASU 2019-12 as of January 1, 2020. The adoption did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB added a new impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses applicable to trade receivables, other receivables, contract assets and most debt instruments. The model does not have a minimum threshold for recognition of impairment losses. The Company will adopt this guidance in 2023 and it is not expected to have a material impact to the consolidated financial statements.

The Company considers the applicability and impact of all ASUs. Recently issued ASUs not listed were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements.

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Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Summary of Revenue

The following summarizes our revenue by melt type:
	Twelve Months Ended
	December 31,
	2022		2021
Net sales:
Specialty alloys	$	160,352		127,885
Premium alloys (A)		39,225		26,423
Conversion services and other sales		2,537		1,626
Total net sales	$	202,114	$	155,934
(A) Premium alloys represent all vacuum induction melted (VIM) products.

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Inventory (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Major Classes of Inventory

The major classes of inventory are as follows:

December 31,	2022			2021
(dollars in thousands)
Raw materials and starting stock	$	14,890		$	12,263
Semi-finished and finished steel products		129,534			122,396
Operating materials		13,220			10,620
Gross inventory		157,644			145,279
Inventory reserves		(3,451	)		(4,595	)
Total inventory, net	$	154,193		$	140,684

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consists of the following:

December 31,	2022			2021
(dollars in thousands)
Land and land improvements	$	8,090		$	8,066
Buildings		53,334			52,866
Machinery and equipment		315,165			301,271
Construction in progress		12,602			5,138
Gross property, plant and equipment		389,191			367,341
Accumulated depreciation		(225,701	)		(208,179	)
Property, plant and equipment, net	$	163,490		$	159,162

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt consists of the following:

December 31,	2022			2021
(dollars in thousands)
Term loan	$	11,786		$	13,929
Revolving credit facility		79,545			55,997
Finance leases		6,663			783
Sale and leaseback financing liability		1,804			-
		99,798			70,709
Less: current portion of long-term debt		(3,419	)		(2,392	)
Less: deferred financing costs		(1,364	)		(1,465	)
Long-term debt	$	95,015		$	66,852

Schedule of Maturities of Long-term Debt

The aggregate annual principal payments due under our Credit Agreement at December 31, 2022, are as follows:

(dollars in thousands)
2023	$	2,144
2024		2,144
2025		2,144
2026		84,899
	$	91,331

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Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Future Minimum Lease Payments Applicable to Operating and Finance Leases

As of December 31, 2022, future minimum lease payments applicable to operating and finance leases were as follows:

	Operating Leases				Finance Leases
2023	$		266		$		1,696
2024			170				1,678
2025			36				1,566
2026			21				1,439
2027			2				1,392
2028			-				1,085
Total minimum lease payments	$		495		$		8,856
Less amounts representing interest			(15	)			(2,193	)
Present value of minimum lease payments	$		480		$		6,663
Less current obligations			(262	)			(1,045	)
Total long-term lease obligations, net	$		218		$		5,618
Weighted-average remaining lease term		2.1 years				5.3 years

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Benefit from Income Taxes

For the years ended December 31,	2022			2021			2020
(dollars in thousands)
Current provision (benefit)
Federal	$	(1	)	$	-		$	(16	)
State		5			5			-
Deferred benefit
Federal		(2,566	)		(3,376	)		(5,154	)
State		(62	)		88			(77	)
Benefit from income taxes	$	(2,624	)	$	(3,283	)	$	(5,247	)

Schedule of Effective Income Tax Rate Reconciliation

For the years ended December 31,		2022				2021				2020
Tax benefit at statutory tax rate	$		(2,246	)	$		(848	)	$		(5,102	)
State income taxes, net of federal tax benefit			(53	)			(153	)			(129	)
Research and development tax credit			(557	)			(814	)			(372	)
Valuation allowance			(19	)			-				-
PPP loan forgiveness			-				(2,100	)			-
Deferred tax adjustment for stock option forfeitures			-				371				234
Other adjustments to deferred taxes			213				230				45
Other			38				31				77
Benefit from income taxes	$		(2,624	)	$		(3,283	)	$		(5,247	)

Schedule of Deferred Tax Assets and Liabilities

December 31,	2022		2021
(dollars in thousands)
Noncurrent deferred income taxes:
Federal and state tax carryforwards	$	12,863	$	13,358
Inventory		960		1,310
Share-based compensation		1,592		1,745
Receivables		43		51
Accrued liabilities		147		168
Other		1,930		4
Total deferred tax assets	$	17,535	$	16,636
Deferred tax liabilities:
Property, plant and equipment	$	16,852	$	18,459
Other		540		638
Total deferred tax liabilities	$	17,392	$	19,097
Total noncurrent deferred income taxes assets (liabilities)	$	143	$	(2,461	)

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Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Common Share

The computation of basic and diluted net loss per common share for the years ended December 31, 2022, 2021 and 2020 is as follows:

For the years ended December 31,	2022			2021			2020
(dollars in thousands, except per share amounts)
Numerator:
Net loss	$	(8,073	)	$	(758	)	$	(19,047	)
Denominator:
Weighted average number of shares of common stock outstanding		8,972,468			8,907,908			8,818,974
Weighted average effect of dilutive share-based compensation		-			-			-
Diluted weighted average number of shares of common stock outstanding		8,972,468			8,907,908			8,818,974
Net loss per common share:
Basic earnings per share	$	(0.90	)	$	(0.09	)	$	(2.16	)
Diluted earnings per share	$	(0.90	)	$	(0.09	)	$	(2.16	)

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Share-Based Plans (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity

A summary of stock option activity as of and for the year ended December 31, 2022 is presented below:

	Non-vested stock					Stock options
	options outstanding					outstanding
				Weighted-					Weighted-		Weighted-
				average					average		average
	Number			grant-date		Number			exercise		contractual
	of shares			fair value		of shares			price		term (years)
Outstanding at December 31, 2021		237,844		$	4.60		868,875		$	17.65
Stock options granted		5,000			4.60		5,000			10.13
Stock options vested		(91,160	)		5.17		-			-
Stock options forfeited		(10,475	)		16.02		(58,150	)		29.31
Outstanding at December 31, 2022		141,209		$	4.17		815,725		$	16.78		4.8
Exercisable at December 31, 2022							673,641		$	18.36		4.1

Schedule of Assumptions Used to Determine Fair Value of Stock Options Granted

The assumptions used to determine the fair value of stock options granted are detailed in the table below:

	2022			2021			2020
Risk-free interest rate		1.75	%	0.89% to 1.40%			0.37% to 0.94%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected market price volatility		46.8	%	47% to 52%			46% to 51%
Weighted-average expected market price volatility		46.8	%		49.0	%		49.2	%
Expected term	5.8 years			4.6 to 6.5 years			4.6 to 6.5 years

Summary of Restricted Stock Activity

A summary of restricted stock activity for the years ended December 31, 2022 and 2021 is presented below:

					Weighted-average
	Number				grant-date
	of shares				fair value
Balance, December 31, 2020		204,214				9.25
Restricted stock granted in May		6,492				10.75
Restricted stock vested in May		(6,493	)			14.81
Restricted stock granted in November		151,500				9.35
Restricted stock vested in October		(2,622	)			5.80
Restricted stock vested in November		(6,500	)			20.29
Restricted stock forfeited in 2021		(14,380	)			8.37
Balance, December 31, 2021		332,211		$		9.06
Restricted stock vested in February		(9,530	)			26.23
Restricted stock granted in April		5,000				8.68
Restricted stock granted in May		32,720				8.04
Restricted stock vested in May		(6,388	)			10.50
Restricted stock vested in October		(2,622	)			5.80
Restricted stock vested in November		(61,750	)			7.89
Restricted stock forfeited in 2022		(10,500	)			9.35
Balance, December 31, 2022		279,141		$		8.50

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Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Schedule of Multiemployer Plans

Trusts employer

identification

Funding plan

Company contributions to the Trust

Pension

number /

PPA zone status

pending /

(dollars in thousands)

Surcharge

fund

plan number

2022

2021

implemented

2022

2021

2020

imposed

Trust

23-6648508 / 499

Green

Green

No

$

691

$

647

$

711

No

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Significant Accounting Policies (Concentration of Credit Risk, Accounts Receivable, and Allowance for Doubtful Accounts) (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Bad debt expense	$ 0	$ 0	$ 0
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	21.00%	19.00%	23.00%
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Second [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	18.00%	10.00%	10.00%
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | International Sales [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	5.00%	7.00%	7.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	7.00%	8.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Second [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	25.00%	6.00%	5.00%

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Significant Accounting Policies (Inventories) (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Net change in inventory reserves	$ (1.1)	$ 0.3	$ 1.1
Amortization included in cost of products sold	1.6	1.7	1.7
Fixed Production Overhead To Cost of Inventory	$ 6.1	$ 8.3	$ 8.3

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Significant Accounting Policies (Government Assistance) (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Government Assistance [Line Items]
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]	Government assistance award amount
Government assistance award amount	$ 187,927	$ 147,963	$ 182,387
Aviation Manufacturing Jobs Program 2022
Government Assistance [Line Items]
Government assistance award amount	3,600
Procceds from grants in cash	1,800
Aviation Manufacturing Jobs Program 2022 | Other Current Assets
Government Assistance [Line Items]
Grants receivable current	$ 1,800

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Significant Accounting Policies (Property, Plant and Equipment) (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Cost of property repairs and maintenance	$ 21.6	$ 16.7	$ 15.9
Depreciation	17.4	17.3	17.5
Product [Member]
Property, Plant and Equipment [Line Items]
Cost of goods sold, depreciation	$ 16.8	$ 16.8	$ 17.0
Minimum [Member]
Property, Plant and Equipment [Line Items]
Capitalized maintenance cost, amortization period	12 months
Minimum [Member] | Land and Building [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Minimum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Capitalized maintenance cost, amortization period	36 months
Maximum [Member] | Land and Building [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	40 years
Maximum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	39 years

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Significant Accounting Policies (Long-Lived Asset Impairment) (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Asset Impairment Charges [Abstract]
Impairment reserve	$ 0	$ 0	$ 0

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Significant Accounting Policies (Deferred Financing Costs) (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Amortization of deferred financing costs	$ 200	$ 200	$ 200
Unamortized debt issuance expense	1,400	1,500
Deferred financing costs	$ 1,364	$ 1,465

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Significant Accounting Policies (Income Taxes) (Narrative) (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Unrecognized tax positions	$ 0	$ 0	$ 0

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Significant Accounting Policies (Segment Reporting) (Narrative) (Details)	12 Months Ended
	Dec. 31, 2022 Segment
Segment Reporting [Abstract]
Number of Reportable Segments	1

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Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
ASU 2014-09 [Member]
Revenue Recognition [Line Items]
Revenue practical expedient remaining performance obligation [true/false]	true
Accounts Receivable [Member]
Revenue Recognition [Line Items]
Contract assets	$ 1.6	$ 2.2

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Revenue Recognition (Summary of Revenue) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Net sales	$ 202,114	$ 155,934	$ 179,731
Specialty Alloys [Member]
Disaggregation Of Revenue [Line Items]
Net sales	160,352	127,885
Premium Alloys [Member]
Disaggregation Of Revenue [Line Items]
Net sales	39,225	26,423
Conversion Services and Other Sales [Member]
Disaggregation Of Revenue [Line Items]
Net sales	$ 2,537	$ 1,626

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Inventory (Major Classes of Inventory) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials and starting stock	$ 14,890	$ 12,263
Semi-finished and finished steel products	129,534	122,396
Operating materials	13,220	10,620
Gross inventory	157,644	145,279
Inventory reserves	(3,451)	(4,595)
Total inventory, net	$ 154,193	$ 140,684

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Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 389,191	$ 367,341
Accumulated depreciation	(225,701)	(208,179)
Property, plant and equipment, net	163,490	159,162
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	8,090	8,066
Buildings [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	53,334	52,866
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	315,165	301,271
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 12,602	$ 5,138

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Long-Term Debt (Schedule of Long-Term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 99,798	$ 70,709
Less: current portion of long-term debt	(3,419)	(2,392)
Less: deferred financing costs	(1,364)	(1,465)
Long-term debt	95,015	66,852
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	79,545	55,997
Term Loan [Member]
Debt Instrument [Line Items]
Total debt	11,786	13,929
Sale and Leaseback financing liability Member
Debt Instrument [Line Items]
Sale and leaseback financing liability	1,804
Finance Leases [Member]
Debt Instrument [Line Items]
Total debt	$ 6,663	$ 783

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Long-Term Debt (Credit Facility) (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 17, 2021
Line of Credit Facility [Line Items]
Minimum secured borrowing capacity	$ 11,000,000.0
Minimum fixed charge coverage ratio	110.00%
Net deferred financing fees	$ 1,364,000	$ 1,465,000
Amortization of deferred financing costs	$ 200,000	200,000	$ 200,000
Amended and Restated Prior Credit Agreement [Member] | PNC Bank [Member]
Line of Credit Facility [Line Items]
Debt instrument, expiration date	Mar. 17, 2026
Revolving Credit Facility [Member] | PNC Bank [Member]
Line of Credit Facility [Line Items]
Maximum secured borrowing capacity				$ 105,000,000.0
Commitment fee on the daily unused portion of the Revolver	0.25%
Net deferred financing fees	$ 700,000	$ 900,000
Revolving Credit Facility [Member] | PNC Bank [Member] | SOFR [Member]
Line of Credit Facility [Line Items]
Debt instrument, effective interest rate	6.90%
Term Loan [Member] | PNC Bank [Member]
Line of Credit Facility [Line Items]
Maximum secured borrowing capacity				$ 15,000,000.0
Debt Instrument, Frequency of Periodic Payment	quarterly
Quarterly term loan payments	$ 500,000
Term Loan [Member] | PNC Bank [Member] | SOFR [Member]
Line of Credit Facility [Line Items]
Debt instrument, effective interest rate	7.40%

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Long-Term Debt (Schedule of Maturities of Long-term Debt) (Detail) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 2,144
2024	2,144
2025	2,144
2026	84,899
Total debt	$ 91,331

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Long-Term Debt (Notes) (Narrative) (Details) - USD ($)		1 Months Ended	12 Months Ended
	Jan. 21, 2016	Apr. 16, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2022	Mar. 17, 2021	Dec. 31, 2011
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount					$ 7,000,000.0
Debt instrument interest rate					11.20%
Unsecured Debt | PNC Bank [Member]
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount		$ 10,000,000.0
Promissory note, Issuance Date		Apr. 15, 2020
Paycheck Protection Program Note [Member] | PNC Bank [Member] | CARES Act [Member]
Debt Instrument [Line Items]
Debt instrument interest rate					1.00%
Notes [Member] | North Jackson Facility [Member]
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount							$ 20,000,000.0
Notes [Member] | Gorbert Inc. [Member]
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount	$ 20,000,000.0					$ 15,000,000.0
Debt instrument, maturity date	Mar. 17, 2019		Mar. 17, 2021	Mar. 17, 2020
Notes [Member] | Gorbert Inc. [Member] | Since August 17, 2017 [Member]
Debt Instrument [Line Items]
Debt instrument interest rate	6.00%

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Leases (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee Lease Description [Line Items]
Value of the lease agreement	$ 5,196
Sale and leaseback component	1,800
Sale and lease component current	200
Operating leases, right-of-use assets	$ 500	$ 700
Operating Lease Right Of Use Asset Statement Of Financial Position Extensible List	Other long-term assets	Other long-term assets
Finance leases, right-of-use assets	$ 9,200	$ 500
Finance Lease Right Of Use Asset Statement Of Financial Position Extensible List	Other long-term assets	Other long-term assets
Amortization of finance lease assets	$ 200	$ 200
Lease practical expedient (true/false)	true
Principal amount of financing instrument	$ 7,000
Financing instrument term	72 months
Financing instrument interest rate	11.20%
Weighted average interest rate on financing leases	10.00%
VAR expansion
Lessee Lease Description [Line Items]
Value of the lease agreement	$ 5,200
Maximum [Member]
Lessee Lease Description [Line Items]
Operating and finance lease, lease terms	72 months
Finance lease term applicable to depreciate right-of-use assets and lease liabilities	6 years
Minimum [Member]
Lessee Lease Description [Line Items]
Finance lease term applicable to depreciate right-of-use assets and lease liabilities	3 years

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Leases (Future Minimum Lease Payments Applicable to Operating and Finance Leases) (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leases
2023	$ 266
2024	170
2025	36
2026	21
2027	2
Total minimum lease payments	495
Less amounts representing interest	(15)
Present value of minimum lease payments	$ 480
Operating Lease, Liability	us-gaap:OtherLiabilities
Less current obligations	$ (262)
Operating Lease, Liability, Current	Other current liabilities
Total long-term lease obligations, net	$ 218
Operating Lease, Liability, Noncurrent	Other long-term liabilities
Weighted-average remaining lease term	2 years 1 month 6 days
Finance Leases
2023	$ 1,696
2024	1,678
2025	1,566
2026	1,439
2027	1,392
2028	1,085
Total minimum lease payments	8,856
Less amounts representing interest	(2,193)
Present value of minimum lease payments	$ 6,663
Finance Lease, Liability	us-gaap:OtherLiabilities
Less current obligations	$ (1,045)
Finance Lease, Liability, Current	Current portion of long-term debt
Total long-term lease obligations, net	$ 5,618
Operating Lease, Liability, Noncurrent	Long-term debt
Weighted-average remaining lease term	5 years 3 months 18 days

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New Markets Tax Credit Financing Transaction (Narrative) (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 09, 2018	Dec. 31, 2022	Dec. 31, 2021
New Markets Tax Credit Financing Transaction [Line Items]
New market tax credits recapture percentage	100.00%
New market tax credits period of recapture	7 years
Other long-term liabilities		$ 3,066	$ 3,360
Gain (Loss) on Sale of Derivatives		2,800
Deferred financing costs		1,364	1,465
New Markets Tax Credit (NMTC) Program [Member]
New Markets Tax Credit Financing Transaction [Line Items]
Aggregate principal amount of leverage loan loaned to investment fund	$ 6,700
Leverage loan, due date	2048-03
Other long-term liabilities		$ 2,800	$ 2,800
Deferred financing costs	$ 700
New Markets Tax Credit (NMTC) Program [Member] | PNC New Markets Investment Partners, LLC [Member]
New Markets Tax Credit Financing Transaction [Line Items]
Capital contributions to investment fund	$ 3,500

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Derivatives and Hedging (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2021
Maximum [Member]
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Accumulated unrealized loss on foreign currency contracts , net of tax	$ 100,000	$ 100,000
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Unrealized Gain (Loss) on Derivatives	Unrealized Gain (Loss) on Derivatives
Foreign Exchange Forward Contracts [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedges [Member]
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Notional value of derivative contracts	$ 4,300,000	$ 2,500,000
Interest Rate Swap [Member]
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Notional value of derivative contracts	10,000,000	16,000,000	$ 16,000,000
Accumulated unrealized loss on foreign currency contracts , net of tax	$ 100,000
Interest Rate Swap [Member] | Maximum [Member]
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Accumulated unrealized loss on foreign currency contracts , net of tax		$ 100,000

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Income Taxes (Schedule of Components of Benefit from Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current provision (benefit), Federal	$ (1)		$ (16)
Current provision (benefit), State	5	$ 5
Deferred provision (benefit), Federal	(2,566)	(3,376)	(5,154)
Deferred provision (benefit), State	(62)	88	(77)
Benefit from income taxes	$ (2,624)	$ (3,283)	$ (5,247)

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Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax benefit at statutory tax rate	$ (2,246)	$ (848)	$ (5,102)
State income taxes, net of federal tax benefit	(53)	(153)	(129)
Research and development tax credit	(557)	(814)	(372)
Valuation allowance	(19)
PPP loan forgiveness		(2,100)
Deferred tax adjustment for stock option forfeitures		371	234
Other adjustments to deferred taxes	213	230	45
Other	38	31	77
Benefit from income taxes	$ (2,624)	$ (3,283)	$ (5,247)

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Net operating loss carryforwards	$ 25.8	$ 29.2
Net operating loss carryforwards expiration year	2035
Net operating loss carryforwards, valuation allowance	$ 0.2	0.2
Income tax examination description	We are routinely under audit by federal or state authorities. Our federal tax returns are subject to examination by the IRS for tax years after 2018. We are subject to examination by most state tax jurisdictions for tax years after 2018.
Research Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Tax credit carryforward amount	$ 7.0	6.4
Tax credit carryforward expiration year	2030
State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Net operating loss carryforwards	$ 11.0	11.1
Net operating loss carryforwards expiration year	2031
Tax credit carryforward amount	$ 0.4	$ 0.4
Tax credit carryforward expiration year	2027
Income tax examination year	2018
State and Local Jurisdiction [Member] | NEW YORK [Member]
Income Taxes [Line Items]
Effective income tax rate continuing operations	0.00%
Federal [Member] | IRS [Member]
Income Taxes [Line Items]
Income tax examination year	2018

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Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal and state tax carryforwards	$ 12,863	$ 13,358
Inventory	960	1,310
Share-based compensation	1,592	1,745
Receivables	43	51
Accrued liabilities	147	168
Other	1,930	4
Total deferred tax assets	17,535	16,636
Property, plant and equipment	16,852	18,459
Other	540	638
Total deferred tax liabilities	17,392	19,097
Total noncurrent deferred income taxes assets	$ 143
Total noncurrent deferred income taxes (liabilities)		$ (2,461)

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Net Loss Per Common Share (Narrative) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise of stock options (shares)	0	0	0
Stock Compensation Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	711,375	645,050	776,025
Weighted average price of anti-dilutive options outstanding	$ 18.25	$ 21.00	$ 22.02
Exercise of stock options (shares)	17,143	39,036	22,533

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Net Loss Per Common Share (Computation of Basic and Diluted Net Loss Per Common Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (8,073)	$ (758)	$ (19,047)
Denominator:
Weighted average number of shares of common stock outstanding	8,972,468	8,907,908	8,818,974
Diluted weighted average number of shares of common stock outstanding	8,972,468	8,907,908	8,818,974
Net (loss) income per common share:
Basic loss per share	$ (0.90)	$ (0.09)	$ (2.16)
Diluted loss per share	$ (0.90)	$ (0.09)	$ (2.16)

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Share-Based Plans (Stock Options) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 04, 2022	May 05, 2021	May 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant-date fair value of stock options granted	$ 4.60
Exercise of stock options (shares)	0	0	0
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years
Award expiration period	10 years
Closing stock price	$ 7.17
Aggregate intrinsic value of outstanding stock options	$ 0.1
Total fair value of stock option awards vested	0.2	$ 0.7	$ 0.8
Share-based compensation expense	0.5	$ 0.5	$ 0.8
Unrecognized share-based compensation expense	$ 0.5
Unrecognized share-based compensation expense, weighted-average period of recognition	2 years 1 month 6 days
Weighted-average grant-date fair value of stock options granted	$ 4.60	$ 4.27	$ 2.99
Amended and Restated 2017 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized				500,000	400,000	568,357
Number of shares available for grant	676,977
Omnibus Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant	0

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Share-Based Plans (Summary of Stock Option Activity) (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Non-vested stock options outstanding, Number of shares
Non-vested stock options outstanding, beginning balance | shares	237,844
Stock options granted | shares	5,000
Stock options vested | shares	(91,160)
Stock options forfeited | shares	(10,475)
Non-vested stock options outstanding, ending balance | shares	141,209
Non-vested stock options outstanding, Weighted-average grant-date fair value
Non-vested stock options outstanding, Weighted-average grant-date fair value, beginning balance | $ / shares	$ 4.60
Stock options granted | $ / shares	4.60
Stock options vested | $ / shares	5.17
Stock options forfeited | $ / shares	16.02
Non-vested stock options outstanding, Weighted-average grant-date fair value, ending balance | $ / shares	$ 4.17
Stock options outstanding, Number of shares
Stock options outstanding, beginning balance | shares	868,875
Stock options granted | shares	5,000
Stock options forfeited | shares	(58,150)
Stock options outstanding, ending balance | shares	815,725
Stock options outstanding, Weighted-average exercise price
Stock options outstanding, weighted-average exercise price, beginning balance | $ / shares	$ 17.65
Stock options granted | $ / shares	10.13
Stock options forfeited | $ / shares	29.31
Stock options outstanding, weighted-average exercise price, ending balance | $ / shares	$ 16.78
Stock options outstanding, weighted-average remaining contractual life	4 years 9 months 18 days
Stock options exercisable at end of period | shares	673,641
Stock options exercisable, weighted-average exercise price at end of period | $ / shares	$ 18.36
Stock options exercisable, weighted-average remaining contractual life	4 years 1 month 6 days

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Share-Based Plans (Schedule of Assumptions Used to Determine Fair Value of Stock Options Granted) (Details) - Employee Stock Option [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.75%
Dividend yield	0.00%	0.00%	0.00%
Expected market price volatility	46.80%
Weighted-average expected market price volatility	46.80%	49.00%	49.20%
Expected term	5 years 9 months 18 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum		0.89%	0.37%
Expected market price volatility, minimum		47.00%	46.00%
Expected term		4 years 7 months 6 days	4 years 7 months 6 days
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, maximum		1.40%	0.94%
Expected market price volatility, maximum		52.00%	51.00%
Expected term		6 years 6 months	6 years 6 months

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Share-Based Plans (Summary of Restricted Stock Activity) (Details) - Restricted Stock Units [Member] - $ / shares	1 Months Ended								12 Months Ended
	Nov. 30, 2022	Oct. 31, 2022	May 31, 2022	Apr. 30, 2022	Feb. 28, 2022	Nov. 30, 2021	Oct. 31, 2021	May 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Number of shares
Beginning balance									332,211	204,214
Restricted stock granted			32,720	5,000		151,500		6,492	37,720	157,992
Restricted stock vested	(61,750)	(2,622)	(6,388)		(9,530)	(6,500)	(2,622)	(6,493)
Restricted stock forfeited									(10,500)	(14,380)
Ending balance									279,141	332,211
Weighted-average grant-date fair value
Beginning balance									$ 9.06	$ 9.25
Restricted stock granted			$ 8.04	$ 8.68		$ 9.35		$ 10.75
Restricted stock vested	$ 7.89	$ 5.80	$ 10.50		$ 26.23	$ 20.29	$ 5.80	$ 14.81
Restricted stock forfeited									9.35	8.37
Ending balance									$ 8.50	$ 9.06

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Share-Based Plans (Restricted Stock and Restricted Stock Units) (Narrative) (Details) - USD ($) $ in Millions	1 Months Ended				12 Months Ended
	May 31, 2022	Apr. 30, 2022	Nov. 30, 2021	May 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					3 years
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense					$ 0.7	$ 0.5	$ 0.5
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, time-based shares	32,720	5,000	151,500	6,492	37,720	157,992
Unrecognized compensation cost					$ 1.7
Unrecognized compensation cost, weighted-average period of recognition					2 years 6 months
Restricted Stock Units [Member] | Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					4 years
Restricted Stock Units [Member] | Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					3 years

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Share-Based Plans (Employee Amended and Restated Stock Purchase Plan) (Narrative) (Details) - Stock Compensation Plan [Member]	12 Months Ended
	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	400,000
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate	10.00%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee	100
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent	85.00%
Share-based Compensation Arrangement by Share-based Payment Award, Cumulative Shares Issued under Plan	315,624

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Share-Based Plans (Tax Benefits Preservation Plan) (Narrative) (Details) - $ / shares		12 Months Ended
	Aug. 24, 2020	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value		$ 0.001	$ 0.001
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock, shares issued		0	0
Ownership Under Rights Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Acquired beneficial ownership	4.95%
Stock Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, par value	$ 0.001
Dividends payable, date of record	Sep. 03, 2020
Common stock, terms of conversion		Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock
Business divestiture closing date		Aug. 24, 2023
Stock Compensation Plan [Member] | Series A Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, par value	$ 0.001
Exercise price per share	$ 35.00
Preferred stock, shares issued		0	0

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Retirement Plans (Schedule of Multiemployer Plans) (Details) - Steelworkers Pension Trust [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Multiemployer Plans [Line Items]
Plan number	499
PPA zone status	Green	Green
Funding plan pending / implemented	No
Company contributions to the Trust	$ 691	$ 647	$ 711
Surcharge imposed	No

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Retirement Plans (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Retirement plan expense	$ 1.6	$ 1.5	$ 1.8

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Commitments and Contingencies (Narrative) (Details) $ in Millions	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Purchase obligations	$ 39.8
Purchase obligations due in 2022	$ 36.4

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Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021		Dec. 31, 2020
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of year		$ 201	$ 203		$ 295
Charged to costs and expenses		0	0		0
Deductions/ net charge-offs	[1]	0	(2)		(92)
Balance at end of year		201	201		203
Valuation Allowance for Deferred Income Taxes [Member]
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at beginning of year		412	412		2,105
Charged to costs and expenses		0
Deductions/ net charge-offs		(19)	0	[1]	(1,693)
Balance at end of year		$ 393	$ 412		$ 412

[1] Credits to the allowance for doubtful accounts represent the write-off of bad debts net of recoveries. Credits to the valuation allowance for deferred income taxes represent adjustments to existing valuation allowances.