UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, ~~2021~~2022

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

For the transition period from __________ to ____________

Commission File Number 0-23320

OLYMPIC STEEL, INC.

(Exact name of registrant as specified in its charter)

	Ohio		34-1245650
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

	22901 Millcreek Boulevard, Suite 650, Highland Hills, OH		44122
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (216) 292-3800

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, without par value	ZEUS	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 (§232.405 of this chapter) 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, 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 is a shell company (as defined Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares of each of the issuer's classes of common stock, as of the latest practicable date:

	Class		Outstanding as of May ~~7, 2021~~6, 2022
	Common stock, without par value		~~11,077,322~~11,127,671

Olympic Steel, Inc.

Index to Form 10-Q

Page No.

	~~Page No.~~

Part I. FINANCIAL INFORMATION			34
	Item 1. *Financial Statements*		34
		Consolidated Balance Sheets – March 31, ~~2021~~2022 and December 31, ~~2020~~2021 (unaudited)	34
		Consolidated Statements of Comprehensive Income – for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 (unaudited)	45
		Consolidated Statements of Cash Flows – for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 (unaudited)	56
		Supplemental Disclosures of Cash Flow Information – for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 (unaudited)	67
		Consolidated Statements of Shareholders’ Equity – for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 (unaudited)	78
		Notes to Unaudited Consolidated Financial Statements	89
	Item 2. *Management’s Discussion and Analysis of Financial Condition and Results of Operations*		1920
	Item 3. *Quantitative and Qualitative Disclosures About Market Risk*		2930
	Item 4. *Controls and Procedures*		3031
Part II. OTHER INFORMATION			3132
	Item 6. *Exhibits*		3233
SIGNATURES			3334

As of

March 31, 2021

December 31, 2020

(unaudited)

Assets

Cash and cash equivalents
$ 8,309 $ 5,533
Accounts receivable, net
210,695 151,601
Inventories, net (includes LIFO debit of $1,115 and $2,115 as of March 31, 2021 and December 31, 2020, respectively)
278,174 240,001
Prepaid expenses and other
10,940 5,069
Total current assets
508,118 402,204
Property and equipment, at cost
436,850 434,579
Accumulated depreciation
(282,226 ) (277,379 )
Net property and equipment
154,624 157,200
Goodwill
5,234 5,123
Intangible assets, net
32,026 32,593
Other long-term assets
14,260 18,131
Right of use assets, net
24,097 25,354
Total assets
$ 738,359 $ 640,605

Liabilities

Accounts payable
$ 122,485 $ 87,291
Accrued payroll
15,661 10,985
Other accrued liabilities
29,830 22,869
Current portion of lease liabilities
5,436 5,580
Total current liabilities
173,412 126,725
Credit facility revolver
191,903 160,609
Other long-term liabilities
16,408 22,478
Deferred income taxes
13,968 9,818
Lease liabilities
18,893 19,965
Total liabilities
414,584 339,595
Shareholders' Equity

Preferred stock
0 0
Common stock
132,644 132,382
Accumulated other comprehensive loss
(3,499 ) (4,215 )
Retained earnings
194,630 172,843
Total shareholders' equity
323,775 301,010
Total liabilities and shareholders' equity
$ 738,359 $ 640,605

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

2021

2020

(unaudited)

Net sales
$ 463,124 $ 354,380
Costs and expenses

Cost of materials sold (excludes items shown seperately below)
354,665 282,522
Warehouse and processing
23,407 23,076
Administrative and general
23,054 19,059
Distribution
13,562 12,289
Selling
8,466 6,810
Occupancy
3,145 2,660
Depreciation
4,650 4,516
Amortization
585 397
Total costs and expenses
431,534 351,329
Operating income
31,590 3,051
Other income (loss), net
(10 ) (17 )
Income before interest and income taxes
31,580 3,034
Interest and other expense on debt
1,655 2,239
Income before income taxes
29,925 795
Income tax provision
7,917 202
Net income
$ 22,008 $ 593
Gain (loss) on cash flow hedge
955 (3,397 )
Tax effect on cash flow hedge
(239 ) 849
Total comprehensive income (loss)
$ 22,724 $ (1,955 )

Earnings per share:

Net income per share - basic
$ 1.92 $ 0.05
Weighted average shares outstanding - basic
11,490 11,444
Net income per share - diluted
$ 1.91 $ 0.05
Weighted average shares outstanding - diluted
11,496 11,459

Dividends declared per share of common stock
$ 0.02 $ 0.02

	As of
	March 31, 2022			December 31, 2021
	(unaudited)
Assets
Cash and cash equivalents	$	8,009		$	9,812
Accounts receivable, net		319,536			284,570
Inventories, net (includes LIFO reserve of $19,736 as of March 31, 2022 and December 31, 2021)		475,447			485,029
Prepaid expenses and other		11,602			9,989
Total current assets		814,594			789,400
Property and equipment, at cost		413,136			413,396
Accumulated depreciation		(269,542	)		(266,340	)
Net property and equipment		143,594			147,056
Goodwill		10,496			10,496
Intangible assets, net		33,248			33,653
Other long-term assets		15,610			15,241
Right of use assets, net		26,161			27,726
Total assets	$	1,043,703		$	1,023,572

Liabilities
Accounts payable	$	163,449		$	148,649
Accrued payroll		22,789			44,352
Other accrued liabilities		27,944			25,395
Current portion of lease liabilities		5,801			5,940
Total current liabilities		219,983			224,336
Credit facility revolver		311,185			327,764
Other long-term liabilities		12,724			15,006
Deferred income taxes		16,279			9,890
Lease liabilities		20,746			22,137
Total liabilities		580,917			599,133
Shareholders' Equity
Preferred stock		0			0
Common stock		133,754			133,427
Accumulated other comprehensive loss		(277	)		(1,996	)
Retained earnings		329,309			293,008
Total shareholders' equity		462,786			424,439
Total liabilities and shareholders' equity	$	1,043,703		$	1,023,572

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

	2022			2021
	(unaudited)
Net sales	$	696,333		$	463,124
Costs and expenses
Cost of materials sold (excludes items shown seperately below)		555,107			354,665
Warehouse and processing		24,048			23,407
Administrative and general		29,622			23,054
Distribution		15,041			13,562
Selling		10,822			8,466
Occupancy		3,589			3,145
Depreciation		4,350			4,650
Amortization		632			585
Total costs and expenses		643,211			431,534
Operating income		53,122			31,590
Other (loss), net		(6	)		(10	)
Income before interest and income taxes		53,116			31,580
Interest and other expense on debt		1,998			1,655
Income before income taxes		51,118			29,925
Income tax provision		13,816			7,917
Net income	$	37,302		$	22,008
Gain on cash flow hedge		2,291			955
Tax effect on cash flow hedge		(573	)		(239	)
Total comprehensive income	$	39,020		$	22,724

Earnings per share:
Net income per share - basic	$	3.23		$	1.92
Weighted average shares outstanding - basic		11,559			11,490
Net income per share - diluted	$	3.23		$	1.91
Weighted average shares outstanding - diluted		11,563			11,496

Dividends declared per share of common stock	$	0.09		$	0.02

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

	2021			2020			2022			2021
	(unaudited)						(unaudited)
Cash flows from (used for) operating activities:
Net income	$	22,008		$	593		$	37,302		$	22,008
Adjustments to reconcile net income to net cash from (used for) operating activities -
Depreciation and amortization		5,372			5,042			5,096			5,372
Loss on disposition of property and equipment		0			71
Gain on disposition of property and equipment								(2,198	)		0
Stock-based compensation		262			359			327			262
Other long-term assets		5,114			(312	)
Other long-term liabilities		(1,575	)		(764	)
Intangibles and other long-term assets								1,061			5,114
Deferred income taxes and other long-term liabilities								4,506			(1,575	)
		31,181			4,989			46,094			31,181
Changes in working capital:
Accounts receivable		(59,094	)		(32,210	)		(34,966	)		(59,094	)
Inventories		(38,173	)		5,977			9,582			(38,173	)
Prepaid expenses and other		(5,796	)		608			(1,538	)		(5,796	)
Accounts payable		31,388			10,283			13,778			31,388
Change in outstanding checks		3,806			3,227			1,022			3,806
Accrued payroll and other accrued liabilities		10,968			(4,859	)		(19,089	)		10,968
		(56,901	)		(16,974	)		(31,211	)		(56,901	)
Net cash used for operating activities		(25,720	)		(11,985	)
Net cash from (used for) operating activities								14,883			(25,720	)

Cash flows from (used for) investing activities:
Capital expenditures		(2,286	)		(4,235	)		(2,116	)		(2,286	)
Net cash used for investing activities		(2,286	)		(4,235	)
Proceeds from disposition of property and equipment								3,292			0
Net cash from (used for) investing activities								1,176			(2,286	)

Cash flows from (used for) financing activities:
Credit facility revolver borrowings		113,571			107,391			183,573			113,571
Credit facility revolver repayments		(82,277	)		(91,264	)		(200,152	)		(82,277	)
Principal payment under capital lease obligation		(176	)		0
Principal payment under finance type lease obligation								(182	)		(176	)
Credit facility fees and expenses		(115	)		0			(100	)		(115	)
Repurchase of common stock		0			(145	)
Dividends paid		(221	)		(220	)		(1,001	)		(221	)
Net cash from financing activities		30,782			15,762
Net cash from (used for) financing activities								(17,862	)		30,782

Cash and cash equivalents:
Net change		2,776			(458	)		(1,803	)		2,776
Beginning balance		5,533			5,742			9,812			5,533
Ending balance	$	8,309		$	5,284		$	8,009		$	8,309

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

The Company incurred a nominal amount of new financing lease obligations ~~of $1.0 million~~ during the three months ended March 31, ~~2020. There were~~2022. The Company incurred no new financing lease obligations during the three months ended March 31, 2021. ~~This~~These non-cash ~~transaction has~~transactions have been excluded from the Consolidated Statements of Cash Flows for the three months ended March 31, ~~2020.~~2022 and March 31, 2021.

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

The accompanying consolidated financial statements have been prepared from the financial records of Olympic Steel, Inc. and its wholly-owned subsidiaries (collectively, Olympic or the Company), without audit and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to fairly state the results of the interim periods covered by this report. Year-to-date results are not necessarily indicative of ~~2021~~2022 annual results and these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. All intercompany transactions and balances have been eliminated in consolidation.

The Company operates in three reportable segments; ~~carbon~~specialty metals flat products, ~~specialty metals~~carbon flat products, and tubular and pipe products. The ~~carbon~~specialty metals flat products segment and the ~~specialty metals~~carbon flat products segment are at times consolidated and referred to as the flat products segments. ~~Certain~~Some of the flat products segments’ assets and resources are shared by the ~~carbon~~specialty metals and ~~specialty metals~~carbon flat products segments, and both segments’ products are stored in the shared facilities and, in some locations, processed on shared equipment. As such, total assets and capital expenditures are reported in the aggregate for the flat products segments. Due to the shared assets and resources, certain of the flat products segment expenses are allocated between the ~~carbon~~specialty metals flat products segment and carbon the ~~specialty metals~~ flat products segment based upon an established allocation methodology.

The ~~carbon flat products segment sells and distributes large volumes~~primary focus of processed carbon and coated flat-rolled sheet, coil and plate products, and fabricated parts. Through the acquisitions of McCullough Industries (McCullough) and certain assets related to the manufacturing of the EZ Dumper® hydraulic dump inserts (EZ Dumper) in ~~2019,~~ ~~the carbon flat products segment expanded its product offerings to include self-dumping metal hoppers and steel and stainless-steel dump inserts for pickup truck and service truck beds. The~~our specialty metals flat products segment ~~sells~~is on the direct sale and ~~distributes~~distribution of processed ~~aluminum~~stainless and ~~stainless~~aluminum flat-rolled sheet and coil products, flat bar products and fabricated parts. Through the acquisition of Shaw Stainless & Alloys, Inc. (Shaw) on October 1, 2021 and Action Stainless & Alloys, Inc. (Action Stainless) on December 14, 2020, ~~the~~our specialty metals flat products segment expanded its geographic footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tubing and pipe. ~~Action Stainless offers a range of processing capabilities, including plasma, laser and waterjet cutting and computer numerical control (CNC) machining.~~ Through the acquisition of Berlin Metals, LLC (Berlin Metals) on April 2, 2018, the specialty metals flat products segment expanded its product offerings to include differing types of stainless flat-rolled sheet and coil and prime tin mill products.

The primary focus of our carbon flat products segment is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products, and fabricated parts. We act as an intermediary between metals producers and manufacturers that require processed metal for their operations. We serve customers in most metals consuming industries, including manufacturers and fabricators of transportation and material handling equipment, construction and farm machinery, storage tanks, environmental and energy generation equipment, automobiles, military vehicles and equipment, as well as general and plate fabricators and metal service centers. We distribute these products primarily through a direct sales force. Combined, the carbon and specialty metals flat products segments have 33 strategically-located processing and distribution facilities in the United States and one in Monterrey, Mexico. Our geographic footprint allows us to focus on regional customers and larger national and multi-national accounts, primarily located throughout the midwestern, eastern and southern United States. On September 17, 2021, we sold substantially all of the assets related to our Detroit, Michigan operation to Venture Steel (U.S.). The Detroit operation was primarily focused on the distribution of carbon flat-rolled steel to domestic automotive manufacturers and their suppliers.

The tubular and pipe products segment ~~which~~ consists of the Chicago Tube and Iron ~~subsidiary~~ (CTI)~~, distributes~~ business, acquired in 2011. Through our tubular and pipe products segment, we distribute metal tubing, pipe, bar, valves and fittings and ~~fabricates~~fabricated pressure parts supplied to various industrial markets. Founded in 1914, CTI operates from seven locations in the Midwestern and southeastern United States. The tubular and pipe products segment distributes its products primarily through a direct sales force.

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including payroll expenses for certain personnel, expenses related to being a publicly traded entity such as board of directors’ expenses, audit expenses, and various other professional fees.

There were no recently issued accounting pronouncements that would have a material impact on the Company’s Consolidated Financial Statements.

The Company provides metals processing, distribution and delivery of large volumes of processed carbon, coated flat-rolled sheet, coil and plate products, aluminum, and stainless flat-rolled products, prime tin mill products, flat bar products, metal tubing, pipe, bar, valves, fittings, and fabricated parts. The Company's contracts with customers are comprised of purchase orders with standard terms and conditions. Occasionally the Company may also have longer-term agreements with customers. Substantially all of the contracts with customers require the delivery of metals, which represent single performance obligations that are satisfied at a point in time upon transfer of control of the product to the customer.

Transfer of control is assessed based on the use of the product distributed and rights to payment for performance under the contract terms. Transfer of control and revenue recognition for substantially all of the Company’s sales occur upon shipment or delivery of the product, which is when title, ownership and risk of loss pass to the customer and is based on the applicable shipping terms. The shipping terms depend on the customer contract. An invoice for payment is issued at time of shipment and terms are generally net 30 days. The Company has certain fabrication contracts in one business unit for which revenue is recognized over time as performance obligations are achieved. This fabrication business is not material to the Company's consolidated results.

Within the metals industry, revenue is frequently disaggregated by products sold. The table below disaggregates the Company’s revenues by segment and products sold.

Accounts receivable are presented net of allowances for credit losses and unissued credits of ~~$4.1~~$4.4 million ~~and $3.6 million~~both as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021. ~~respectively.~~ The allowance for credit losses is maintained at a level considered appropriate based on historical experience, specific customer collection issues that have been identified, current market conditions and estimates for supportable forecasts when appropriate. Estimations are based upon a calculated percentage of accounts receivable, which remains fairly level from year to year, and judgments about the probable effects of economic conditions on certain customers, which can fluctuate significantly from year to year. The Company cannot guarantee that the rate of future credit losses will be similar to past experience. The Company considers all available information when assessing the adequacy of its allowance for credit losses and unissued credits.

The Company values certain of its tubular and pipe products inventory at the last-in, first-out (LIFO) method. At March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, approximately ~~$45.9~~$57.7 million, or ~~16.5%~~12.1% of consolidated inventory, and ~~$50.3~~$55.4 million, or ~~21.0%~~11.4% of consolidated inventory, respectively, was reported under the LIFO method of accounting. The cost of the remainder of the tubular and pipe products inventory is determined using a weighted average rolling first-in, first-out (FIFO) method.

The Company did not record any LIFO expense or income for the three months ended March 31, 2022 as current inventory price and volume projections anticipate no material change to the LIFO reserve by December 31, 2022. During the three months ended March 31, 2021, the Company recorded $1.0 million of LIFO ~~expense, as current projections anticipate increased metals prices by~~ ~~December 31, 2021~~ ~~compared to~~ ~~December 31, 2020.~~ ~~During the~~ ~~three~~ ~~months ended~~ ~~March 31, 2020,~~ ~~the Company recorded $0.5 million of LIFO income.~~expense.

If the FIFO method had been in use, inventories would have been ~~$1.1~~$19.7 million ~~and $2.1 million lower~~higher than reported at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

The Company’s intangible assets were recorded in connection with its acquisitions that occurred between 2011 and ~~2020.~~2021. The intangible assets were evaluated on the premise of highest and best use to a market participant, primarily utilizing the income approach valuation methodology. The useful life of the customer relationships was determined to be ~~fifteen~~between 10 and 15 years, based primarily on the consistent and predictable revenue source associated with the existing customer base, the present value of which extends through the ten to fifteen-year amortization ~~period.~~periods. The useful life of the non-compete agreements was determined to be the length of the non-compete agreements, which range from one to five years. The useful life of the trade names was determined to be indefinite primarily due to their history and reputation in the marketplace, the Company’s expectation that the trade names will continue to be used, and the conclusion that there are currently no other factors identified that would limit their useful life. The Company will continue to evaluate the useful life assigned to its amortizable customer relationships and noncompete agreements in future periods.

Goodwill, by reportable unit, was as follows as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. The goodwill is deductible for tax purposes. ~~The change in goodwill during~~ ~~2021~~ ~~is related to adjustments to the preliminary purchase price allocation of the fair market values of the assets acquired and liabilities assumed for Action Stainless.~~

Intangible assets consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

The Company estimates that amortization expense for its intangible assets subject to amortization will be approximately ~~$1.5~~$1.6 million per year for the next ~~two~~ ~~years and $1.4 million per year for the~~ three years, ~~thereafter.~~

The Company’s asset-based credit facility (the ABL Credit Facility) is collateralized by the Company’s accounts receivable, inventory and personal property. The $475 million ABL Credit Facility consists ofof: (i) a revolving credit facility of up to $445 million, including a $20 million sub-limit for letters of credit, and (ii) a first in, last out revolving credit facility of up to $30 million. Under the terms of the ABL Credit Facility, the Company may, subject to the satisfaction of certain conditions, request additional commitments under the revolving credit facility in the aggregate principal amount of up to $200 million to the extent that existing or new lenders agree to provide such additional ~~commitments. Revolver borrowings are limited to~~commitments, and add real estate as collateral at the ~~lesser of a borrowing base, comprised of eligible receivables and inventories, or $475 million in the aggregate.~~Company’s discretion. The ABL ~~Credit~~ Facility matures on ~~December 8, 2022.~~June 16, 2026.

The ABL Credit Facility contains customary representations and warranties and certain covenants that limit the ability of the Company to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to the Company; (vi) incur liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; and (viii) engage in transactions with affiliates. In addition, the ABL Credit Facility contains a financial covenant which requires ~~(i)~~ if any commitments or obligations are outstanding and the Company’s availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($47.5 million at March 31, ~~2021)~~2022) or 10.0% of the aggregate borrowing base ($~~35.8~~47.5 million at March 31, ~~2021)~~2022), then the Company must maintain a ratio of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00 for the most recent twelve fiscal month period.

The Company has the option to borrow under its revolver based on the agent’s base rate plus a premium ranging from 0.00% to 0.25% or the London Interbank Offered Rate (LIBOR) plus a premium ranging from 1.25% to 2.75%.

On January 10,2019, the Company entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%. Although the Company is exposed to credit loss in the event of nonperformance by the other party to the interest rate hedge agreement, the Company anticipates performance by the counterparty.

As of March 31, ~~2021,~~2022, the Company was in compliance with its covenants and had approximately ~~$162~~$160 million of availability under the ABL Credit Facility.

As of March 31, ~~2021~~2022, and December 31, ~~2020,~~2021, $~~0.8~~1.6 million ~~and $0.9 million, respectively,~~ of bank financing fees were included in “Prepaid expenses and other” and “Other long-term assets” on the accompanying Consolidated Balance Sheets. The financing fees are being amortized over the five-year term of the ABL Credit Facility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive ~~Income (Loss).~~

During ~~2021~~2022 and ~~2020,~~2021, the Company entered into nickel swaps indexed to the London Metal Exchange (LME) price of nickel with third-party brokers. The nickel swaps are accounted for as derivatives for accounting purposes. The Company entered into them to mitigate its customers’ risk of volatility in the price of metals. The outstanding nickel swaps mature in ~~2021.~~2022. The swaps are settled with the brokers at maturity. The economic benefit or loss arising from the changes in fair value of the swaps is contractually passed through to the customer. The primary risk associated with the metals swaps is the ability of customers or third-party brokers to honor their agreements with the Company related to derivative instruments. If the customer or third-party brokers are unable to honor their agreements, the Company’s risk of loss is the fair value of the metals swaps.

These derivatives have not been designated as hedging instruments. The periodic changes in fair value of the metals and embedded customer derivative instruments are included in “Cost of materials sold” in the Consolidated Statements of Comprehensive ~~Income (Loss).~~Income. The Company recognizes derivative positions with both the customer and the third party for the derivatives and classifies cash settlement amounts associated with them as part of “Cost of materials sold” in the Consolidated Statements of Comprehensive ~~Income (Loss).~~Income. The cumulative change in fair value of the metals swaps that had not yet settled as of March 31, ~~2021~~2022 are included in ~~“Other accrued liabilities”~~“Accounts Receivable, net”, and the embedded customer derivatives are included in ~~“Accounts Receivable, net”~~“Other Accrued Liabilities” on the Consolidated Balance Sheets as of March 31, ~~2021.~~ ~~There were~~ no ~~outstanding metals swaps or embedded customer derivatives as of~~ ~~December 31, 2020.~~2022.

On January 10, 2019, the Company entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%. The interest rate hedge is included in “Other long-term liabilities” on the Consolidated Balance Sheets as of March 31, ~~2021.~~2022. Although the Company is exposed to credit loss in the event of nonperformance by the other party to the interest rate hedge agreement, the Company anticipates performance by the counterparty.

The table below shows the total impact to the Company’s Consolidated Statements of Comprehensive Income ~~(Loss)~~ through net income of the derivatives for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

During the three months ended March 31, ~~2021,~~2022, there were no transfers of financial assets between Levels 1, 2 or 3 fair value measurements. There have been no changes in the methodologies used at March 31, ~~2021~~2022 since December 31, ~~2020.~~2021.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company:

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

The carrying value of the ABL Credit Facility was ~~$191.9~~$311.2 million and ~~$160.6~~$327.8 million at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. As the ABL Credit Facility was amended on ~~December 14, 2020,~~June 16, 2021, management believes that its carrying value approximates fair value.

On January 10, 2019, the Company entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%. The fair value of the interest rate hedge of ~~$4.7~~$0.4 million, net of tax of ~~$1.2~~$0.1 million is included in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets at March 31, 2022. The fair value of the interest rate hedge was $2.7 million, net of tax of $0.7 million at December 31, 2021.

Pursuant to the Amended and Restated Olympic Steel 2007 Omnibus Incentive Plan (the Incentive Plan), the Company may grant stock options, stock appreciation rights, restricted shares, restricted share units (RSUs), performance shares, and other stock- and cash-based awards to employees and directors of, and consultants to, the Company and its affiliates. Since adoption of the Incentive Plan, ~~1,000,000~~1,400,000 shares of common stock have been authorized for equity grants.

On an annual basis the compensation committee of the Company’s Board of Directors awards RSUs, to each non-employee director as part of their annual compensation. The annual awards for ~~2021~~2022 and ~~2020~~2021 per director were ~~$80,000.~~$80,000. Subject to the terms of the Incentive Plan and the RSU agreement, the RSUs vest after one year of service (from the date of grant). The RSUs are not converted into shares of common stock until the director either resigns or is terminated from the board of directors.

~~Under~~Prior to 2021, under the Incentive Plan, each eligible participant iswas awarded RSUs with a dollar value equal to 10% of the participant’s base salary, up to an annual maximum of $17,500. The RSUs have a five-year vesting period and the RSUs ~~will~~ convert into the right to receive shares of common stock upon a participant’s retirement, or earlier upon the participant’s death or disability or upon a change in control of the Company. Due to the COVID-19 pandemic, 0 RSU awards were granted in ~~2020.~~2021.

Under the Incentive Plan, the Company awards RSUs to newly-appointed executive officers, based upon a percentage of their base salary. Upon Mr. Marabito’s promotion to Chief Executive Officer and Mr. Manson’s promotion to Chief Financial Officer on January 1, 2019, they received 51,506 RSUs and 14,891 RSUs, respectively. Upon Mr. Greiff’s promotion to President and Chief Operating Officer on January 1, 2020, he received 15,694 RSUs. The RSUs will vest five years from the grant date, or earlier upon death or disability or upon a change in control of the Company.

In January 2022, the Company adopted a new C-Suite Long-Term Incentive Plan that operates under the Senior Manager Stock Incentive Plan. Under the plan, the Chief Executive Officer, the Chief Financial Officer and the President and Chief Operating Officer are eligible for participation. In each calendar year, eligible participants may be awarded a long-term incentive of both a restricted stock unit grant and a performance stock unit grant. The total long-term award target is $1.1 million for the Chief Executive Officer, $0.3 million for the Chief Financial Officer and $0.6 million for the President and Chief Operating Officer. The performance stock units will vest if the return on net assets, calculated as EBITDA divided by Average Accounts Receivable, Inventory and Property, Plant and Equipment, exceed 5%. Each restricted stock unit and service based cash incentive vests 3 years after the grant date. Each vested restricted stock unit will convert into the right to receive 1 share of Olympic Steel common stock. During the first quarter of 2022, 20,000 restricted stock units and 20,000 performance stock units were granted to the under the C-Suite Long Term Incentive Plan.

Stock-based compensation expense recognized on RSUs for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, is summarized in the following table:

All pre-tax charges related to RSUs were included in the caption “Administrative and general” on the accompanying Consolidated Statements of Comprehensive Income.

The following table summarizes the activity related to RSUs for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively:

For the three months ended March 31, ~~2021,~~2022, the Company recorded an income tax provision of $13.8 million, or 27.0%, compared to an income tax provision of $7.9 million, or 26.5%, ~~compared to an income tax provision of $0.2 million, or 25.4%,~~ for the three months ended March 31, ~~2020.~~2021.

~~For the~~ ~~three~~ ~~months ended~~ ~~March 31, 2021,~~ ~~the~~The tax provision ~~or benefit~~ for the interim period is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items that are taken into account in the relevant period. Each quarter the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company makes a cumulative adjustment. ~~Due to the COVID-~~19 ~~pandemic and the uncertainty around forecasting an annual effective tax rate, the tax provision was recorded based on the actual effective tax rate including discrete items for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2020.~~

The quarterly tax provision and the quarterly estimate of the annual effective tax rate is subject to significant volatility due to several factors, including variability in accurately predicting the Company’s pre-tax and taxable income ~~and loss~~ and the mix of jurisdictions to which they relate, changes in law and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, the effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of discrete items and non-deductible expenses on the effective tax rate is greater when the pre-tax income is lower.

Earnings per share have been calculated based on the weighted average number of shares outstanding as set forth below:

On October 2, 2015, the Company announced that its Board of Directors authorized a stock repurchase program of up to 550,000 shares of the Company’s issued and outstanding common stock, which could include open market repurchases, negotiated block transactions, accelerated stock repurchases or open market solicitations for shares, all or some of which may be effected through Rule 10b5-1 plans. Any of the repurchased shares are held in the Company’s treasury, or canceled and retired as the Board may determine from time to time. Any repurchases of common stock are subject to the covenants contained in the ABL Credit Facility. Under the ABL Credit Facility, the Company may repurchase common stock and pay dividends up to $5.0 million in the aggregate during any trailing twelve months without restrictions. Purchases of common stock or dividend payments in excess of $5.0 million in the aggregate require the Company to (i) maintain availability in excess of 20.0% of the aggregate revolver commitments ($95.0 million at March 31, ~~2021)~~2022) or (ii) to maintain availability equal to or greater than 15.0% of the aggregate revolver commitments ($71.3 million at March 31, ~~2021)~~2022) and the Company must maintain a pro-forma ratio of EBITDA minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00.

~~During the~~ ~~three~~ ~~months ended~~ ~~March 31, 2020,~~ ~~the Company repurchased 15,000 shares for an aggregate cost of $145 thousand.~~ There were 0 shares repurchased during the three months ended March 31, 2022 or March 31, 2021. As of March 31, ~~2021,~~2022, 360,212 shares remain authorized for repurchase under the program.

On September 3, 2021, the Company commenced an at-the market (ATM) equity program under its shelf registration statement, which allows it to sell and issue up to $50 million in shares of its common stock from time to time. The Company entered into an Equity Distribution Agreement on September 3, 2021 with KeyBanc Capital Markets Inc. (“KeyBanc”) relating to the issuance and sale of shares of common stock pursuant to the program. KeyBanc is not required to sell any specific amount of securities but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutual agreed terms between KeyBanc and the Company. KeyBanc will be entitled to compensation for shares sold pursuant to the program of 2.0% of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. NaN shares were sold under the ATM program during the three months ended March 31, 2022.

The Company follows the accounting guidance that requires the utilization of a “management approach” to define and report the financial results of operating segments. The management approach defines operating segments along the lines used by the Company’s chief operating decision maker (CODM) to assess performance and make operating and resource allocation decisions. The CODM evaluates performance and allocates resources based primarily on operating income (loss). The operating segments are based primarily on internal management reporting.

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all ~~three~~3 segments), including compensation for certain personnel, expenses related to being a publicly traded entity such as board of directors’ expenses, audit expenses, and various other professional fees.

The following table provides financial information by segment and reconciles the Company’s operating income by segment to the consolidated income before income taxes for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

There were no material revenue transactions between the specialty metals products, carbon flat products and tubular and pipe products segments.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and accompanying notes contained herein and our consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under Item 1A (Risk Factors) in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, and in Part II, Item 1A (Risk Factors) in this Quarterly Report on Form 10-Q. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appear elsewhere in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q and other documents we file with the SEC contain various forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, business, our beliefs and management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, conferences, webcasts, phone calls and conference calls. Words such as “may,” “will,” “anticipate,” “should,” “intend,” “expect,” “believe,” “estimate,” “project,” “plan,” “potential,” and “continue,” as well as the negative of these terms or similar expressions, are intended to identify forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those implied by such statements including, but not limited to:

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our ability to sell shares of our common stock under the at-the-market equity program;

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the adequacy of our existing information technology and business system software, including duplication and security processes;

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

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our ability to successfully integrate recent acquisitions into our business and risks inherent with the acquisitions in the achievement of expected results, including whether the acquisition will be accretive and within the expected timeframe;

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

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~~rising interest rates and their impacts on our variable interest rate debt;~~

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

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

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events or circumstances that could impair or adversely impact the carrying value of any of our assets;

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risks and uncertainties associated with intangible assets, including impairment charges related to indefinite lived intangible assets;

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

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the inflation or deflation existing within the metals industry, as well as product mix and inventory levels on hand, which can impact our cost of materials sold as a result of the fluctuations in the LIFO inventory valuation;

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our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;

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our ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any; and

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unanticipated developments that could occur with respect to contingencies such as litigation, arbitration and environmental matters, including any developments that would require any increase in our costs for such contingencies.

Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected or planned. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to republish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof, except as otherwise required by law.

We are a leading metals service center that operates in three reportable segments; ~~carbon~~specialty metals flat products, ~~specialty metals~~carbon flat products, and tubular and pipe products. We provide metals processing and distribution services for a wide range of customers. Our specialty metals flat products segment’s focus is on the direct sale and distribution of processed aluminum and stainless flat-rolled sheet and coil products, flat bar products, prime tin mill products and fabricated parts. Through the acquisition of Shaw Stainless & Alloy, or Shaw, on October 1, 2021, and Action Stainless & Alloys, Inc., or Action Stainless, on December 14, 2020, our specialty metals flat products segment expanded its geographic footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tubing and pipe. Shaw also manufactures and distributes stainless steel bollards and water treatment systems. Action Stainless offers a range of processing, including plasma, laser and waterjet cutting and computer numerical control, or CNC, machining. Our carbon flat products segment’s focus is on the direct sale and distribution of large volumes of processed carbon and coated flat-rolled sheet, coil and plate products and fabricated parts. ~~Through the acquisitions of McCullough Industries, or McCullough, and the EZ Dumper® hydraulic dump inserts, or EZ Dumper, in 2019,~~In addition, our carbon flat products ~~segment expanded its~~segment’s product offerings to include self-dumping metal hoppers and carbon and stainless-steel dump inserts for pickup truck and service truck beds. On September 17, 2021, the Company sold substantially all of the assets related to its Detroit operation. The Detroit operation was primarily focused on the distribution of carbon flat-rolled steel to domestic automotive manufacturers and their suppliers and primarily included in the carbon flat products segment. In addition, we distribute metal tubing, pipe, bar, valves and fittings and fabricate pressure parts supplied to various industrial markets through our tubular and pipe products segment. Products that require more value-added processing generally have a higher gross profit. Accordingly, our overall gross profit is affected by, among other things, product mix, the amount of processing performed, the demand for and availability of metals, and volatility in selling prices and material purchase costs. We also perform toll processing of customer-owned metals. We sell certain products internationally, primarily in Canada and Mexico. International sales are immaterial to our consolidated financial results and to the individual segments’ ~~results~~results.

Our results of operations are affected by numerous external factors including, but not limited to: general and global business, economic, financial, banking and political conditions; fluctuations in the value of the U.S. dollar to foreign currencies, competition; metals pricing, demand and availability; transportation and energy costs; pricing and availability of raw materials used in the production of metals; global supply, the level of metals imported into the United States, tariffs, and inventory held in the supply chain; the availability, and increased costs of labor; customers’ ability to manage their credit line availability; and layoffs or work stoppages by our own, our suppliers’ or our customers’ personnel. The metals industry also continues to be affected by the global consolidation of our suppliers, competitors and end-use customers.

Like other metals service centers, we maintain substantial inventories of metals to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon customer forecasts, historic buying practices, supply agreements with customers and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. From time to time, we have entered into nickel swaps at the request of our customers in order to mitigate our customers’ risk of volatility in the price of metals, and we have entered into metals hedges to mitigate our risk of volatility in the price of metals. We have no long-term, fixed-price metals purchase contracts. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and earnings as we use existing metals inventory. When metals prices increase, competitive conditions will influence how much of the price increase we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the net sales and gross profits of our business could be adversely affected.

At March 31, ~~2021,~~2022, we employed approximately ~~1,673~~1,648 people. Approximately ~~269~~174 of the hourly plant personnel at the facilities listed below are represented by ~~nine~~seven separate collective bargaining units. The table below shows the expiration dates of the collective bargaining agreements.

We have never experienced a work stoppage and we believe that our relationship with employees is good. However, any prolonged work stoppages by our personnel represented by collective bargaining units could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We operate in three reportable segments; ~~carbon~~specialty metals flat products, ~~specialty metals~~carbon flat products, and tubular and pipe products. The ~~carbon~~specialty metals flat products segment and the ~~specialty metals~~carbon flat products segment are at times consolidated and referred to as the flat products segment. Some of the flat products segments’ assets and resources are shared by the ~~carbon~~specialty metals and ~~specialty metals~~carbon segments and both segments’ products are stored in the shared facilities and, in some locations, processed on shared equipment. As such, total assets and capital expenditures are reported in the aggregate for the flat products segments. Due to the shared assets and resources, certain of the flat products segment expenses are allocated between the ~~carbon~~specialty metals flat products segment and the ~~specialty metals~~carbon flat products segment based upon an established allocation methodology.

We follow the accounting guidance that requires the utilization of a “management approach” to define and report the financial results of operating segments. The management approach defines operating segments along the lines used by the chief operating decision maker, or CODM, to assess performance and make operating and resource allocation decisions. Our CODM evaluates performance and allocates resources based primarily on operating income. Our operating segments are based primarily on internal management reporting.

Due to the nature of the products sold in each segment, there are significant differences in the segments’ average selling price and the cost of materials sold. ~~The tubular and pipe products segment generally has the highest average selling price among the three segments followed by the specialty metals flat products and carbon flat products segments.~~ Due to the nature of the tubular and pipe products, we do not report tons sold or per ton information. Gross profit per ton is generally higher in the specialty metals flat products segment than the carbon flat products segment. Gross profit as a percentage of net sales is generally highest in the tubular and pipe products segment, followed by the carbon and specialty metals flat products segments. Due to the differences in average selling prices, gross profit and gross profit percentage among the segments, a change in the mix of sales could impact total net sales, gross profit, and gross profit percentage. In addition, certain inventory in the tubular and pipe products segment is valued under the LIFO method. Adjustments to the LIFO inventory value are recorded to cost of materials sold and may impact the gross margin and gross margin percentage at the consolidated Company and tubular and pipe products segment levels.

The primary focus of our specialty metals flat products segment is on the direct sale and distribution of processed stainless and aluminum flat-rolled sheet and coil products, flat bar products and fabricated parts. Through the acquisition of Shaw on October 1, 2021, and Action Stainless on December 14, 2020, our specialty metals flat products segment expanded its geographic footprint and enhanced its product offerings in stainless steel and aluminum plate, sheet, angles, rounds, flat bar, tubing and pipe. Through ~~its~~the acquisition of Berlin Metals, ~~LLC.,~~LLC, or Berlin Metals, on April 2, 2018, our specialty metals flat products segment expanded its product offerings to include differing types of stainless flat-rolled sheet and coil and prime tin mill products. We act as an intermediary between metals producers and manufacturers that require processed metals for their operations. We serve customers in various industries, including manufacturers of food service and commercial appliances, agriculture equipment, transportation and automotive equipment. We distribute these products primarily through a direct sales force.

Combined, the carbon and specialty metals flat products segments have ~~27 strategically-located~~33 strategically located processing and distribution facilities in the United States and one in Monterrey, Mexico. Many of our facilities service both the carbon and the specialty metals flat products segments, and certain assets and resources are shared by the segments. Our geographic footprint allows us to focus on regional customers and larger national and multi-national accounts, primarily located throughout the midwestern, eastern and southern United States.

The tubular and pipe products segment consists of the Chicago Tube and Iron, or CTI business, acquired in 2011. Through our tubular and pipe products segment, we distribute metal tubing, pipe, bar, valve and fittings and fabricate pressure parts supplied to various industrial markets. Founded in 1914, CTI operates from ~~eight~~seven locations in the Midwestern and southeastern United States. The tubular and pipe products segment distributes its products primarily through a direct sales force.

Corporate expenses are reported as a separate line item for segment reporting purposes. Corporate expenses include the unallocated expenses related to managing the entire Company (i.e., all three segments), including compensation for certain personnel, expenses related to being a publicly traded entity such as board of directors’ expenses, audit expenses, and various other professional fees.

Our results of operations are impacted by the market price of metals. Metals prices fluctuate significantly and changes to our net sales, cost of materials sold, gross profit, cost of inventory and profitability, are all impacted by industry metals pricing. ~~Since August 2020, metals prices have continuously increased and metals~~Index pricing inon carbon steel decreased during the first quarter of ~~2021 reached record levels.~~2022 by $600 per ton before increasing in mid-March 2022 after the Russian invasion of Ukraine. Metals prices have decreased 10.2% from December 31, 2021. Hot rolled coil index prices were ~~133%~~5.3% higher in the first quarter of ~~2021~~2022 compared to the first quarter of 2020. The increased industry metals pricing is primarily caused by disruptions in the supply chain, increased raw material pricing; supply shortages, including increased lead times and delivery delays; and increased demand as the economy recovers from the COVID-19 pandemic.2021.

Transactional or “spot” selling prices generally move in tandem with market price changes, while fixed selling prices typically lag and reset quarterly. Similarly, inventory costs (and, therefore, cost of materials sold) tend to move slower than market selling price changes due to mill lead times and inventory turnover impacting the rate of change in average cost. When average selling prices increase, and net sales increase, gross profit and operating expenses as a percentage of net sales will generally decrease. During the first quarter of ~~2021,~~2022, our sales volumes were negatively impacted by the sale of our Detroit facility in September 2021. Growth in sales volume was thwarted by the spread of the Omicron variant of COVID-19 in January and February 2022 which resulted in supply chain disruptions, which limited our spot sales; however, our net sales were positively impacted by the price increases experienced in the quarter, in particular for carbon flat products, which increased our profitability during the first quarter of 2021.

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

Net sales increased ~~30.7%~~$233.2 million, or 50.4%, to $696.3 million in the first quarter of 2022 from $463.1 million in the first quarter of ~~2021 from $354.4 million in the first quarter of 2020.~~2021. Specialty metals flat products net sales were 28.7% of total net sales in the first quarter of 2022 compared to 27.3% of total net sales in the first quarter of ~~2021 compared to 25.0%~~2021. Carbon flat products net sales were 54.5% of total net sales in the first quarter of ~~2020. Carbon flat products net sales were~~2022 compared to 53.2% of total net sales in the first quarter of ~~2021~~2021. Tubular and pipe products net sales were 16.8% of total net sales for the first quarter of 2022 compared to ~~57.3%~~19.5% of total net sales in the first quarter of ~~2020. Tubular and pipe products net sales were 19.5% of total net sales for the first quarter of 2021 compared to 17.8% of total net sales in the first quarter of 2020.~~2021. The increase in net sales was due to a consolidated ~~32.1%~~76.4% increase in average selling prices during the first quarter of ~~2021~~2022 compared to the first quarter of ~~2020,~~2021, offset by a ~~1.0%~~14.8% consolidated decrease in volume. The decrease in tons sold is primarily due to the sale of our Detroit operations on September 17, 2021. We expect shipping levels in the second quarter of ~~2021~~2022 to remain flat with the first quarter of ~~2021,~~2022, and metals prices to remain elevated.

Cost of materials sold increased ~~25.5%~~$200.4 million, or 56.5%, to $555.1 million in the first quarter of 2022 from $354.7 million in the first quarter of ~~2021 from $282.5 million in the first quarter of 2020.~~2021. The increase in cost of materials sold in the first quarter of ~~2021~~2022 is related to the increased metals pricing discussed above.

As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) ~~increased~~decreased to 20.3% in the first quarter of 2022 from 23.4% in the first quarter of ~~2021 from 20.3%~~2021. The decrease in ~~the first quarter of 2020. The increase in the~~ gross profit ~~as a~~ percentage ~~of net sales is~~in 2022 was primarily due to the impact of ~~the rapidly increasing~~higher average ~~selling prices, while the average costs~~cost of ~~inventory did not increase as quickly as the average selling price.~~goods sold.

Operating expenses in the first quarter of ~~2021~~2022 increased ~~$8.1~~$11.2 million, or ~~11.7%~~14.6%, to ~~$76.9~~$88.1 million from ~~$68.8~~$76.9 million in the first quarter of ~~2020.~~2021. As a percentage of net sales, operating expenses decreased to ~~16.6%~~12.7% for the first quarter of ~~2021~~2022 from ~~19.4%~~16.6% in the comparable ~~2020~~2021 period. Operating expenses in the specialty metals flat products segment increased ~~$5.2~~$9.6 million, operating expenses in the carbon flat products segment ~~decreased $0.2~~increased $1.0 million, operating expenses in the tubular and pipe products segment ~~increased $1.7~~decreased $0.8 million and Corporate expenses increased ~~$1.3~~$1.5 million compared to prior year’s first quarter. The increase in operating expenses was primarily attributable to increased variable performance-based incentive compensation, ~~and~~ the inclusion of operating expenses related to the ~~December 2020~~October 2021 acquisition of ~~Action Stainless.~~Shaw and increased warehouse and processing and distribution expenses due to inflation, offset by the decrease in operating expenses due to the sale of our Detroit operations on September 17, 2021.

Interest and other expense on debt totaled $2.0 million, or 0.3% of net sales, for the first quarter of 2022 compared to $1.7 million, or 0.4% of net sales, for the first quarter of ~~2021 compared to $2.2 million, or 0.6% of net sales, for the first quarter of 2020.~~2021. The ~~decrease~~increase was due to ~~lower borrowings and lower interest rates.~~higher average borrowings. Our effective borrowing rate, exclusive of deferred financing fees and commitment fees, was 2.2% for the first three months of 2022 compared to 3.1% for the first three months of ~~2021 compared to 3.9% for the first three months of 2020.~~2021.

For the first quarter of ~~2021,~~2022, income before income taxes totaled ~~$29.9~~$51.1 million compared to ~~$0.8~~$29.9 million in the first quarter of ~~2020.~~2021.

An income tax provision of ~~26.5%~~27.0% was recorded for the first quarter of ~~2021,~~2022, compared to an income tax provision of ~~25.4%~~26.5% for the first quarter of ~~2020.~~2021. Our tax provision ~~or benefit~~ for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items that are considered in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. During the first quarter of 2020, due to the COVID-19 pandemic and our inability to accurately forecast the impact of the pandemic, we recorded the tax provision for the first quarter of 2020 using an actual effective tax rate as of March 31, 2020.

Net income for the first quarter of ~~2021~~2022 totaled $37.3 million or $3.23 per basic share and diluted share, compared to $22.0 million or $1.92 per basic share and $1.91 per diluted share ~~compared to $0.6 million or $0.05 per basic and diluted share~~ for the first quarter of ~~2020.~~2021.

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

Tons sold by our specialty metals flat products segment ~~increased 21.2%~~decreased 3 thousand, or 8.2%, to 38 thousand in the first quarter of 2022 from 42 thousand in the first quarter of ~~2021 from 35 thousand in the first quarter of 2020.~~2021. The ~~increase~~decrease in tons sold was primarily due to the ~~acquisition~~sale of ~~Action Stainless as well as increased customer demand.~~our Detroit operations on September 17, 2021.

Net sales in our specialty metals flat products segment increased ~~$37.8~~$73.2 million, or ~~42.8%~~57.9%, to $199.5 million in the first quarter of 2022 from $126.3 million in the first quarter of ~~2021 from $88.5 million in the first quarter of 2020.~~2021. The increase in sales was due to a ~~21.2% increase in sales volume and a 17.8%~~72.1% increase in average selling prices partially offset by a 8.2% decrease in sales volume during the first quarter of ~~2021~~2022 compared to the first quarter of ~~2020.~~2021. Average selling prices in the first quarter of ~~2021~~2022 were ~~$3,016~~$5,189 per ton, compared with ~~$2,560~~$3,016 per ton in the first quarter of ~~2020,~~2021, and ~~$2,624~~$4,553 per ton in the fourth quarter of ~~2020.~~2021. The increase in the year over year average selling price per ton is a result of the increased industry metals pricing discussed above. We expect shipping levels in the second quarter of ~~2021~~2022 to remain flat with the first quarter of ~~2021,~~2022, and metals prices to remain elevated.

Cost of materials sold in our specialty metals flat products segment increased ~~$27.3~~$37.5 million, or ~~35.8%~~36.2%, to $141.0 million in the first quarter of 2022 from $103.5 million in the first quarter of ~~2021 from $76.2 million in the first quarter of 2020.~~2021. The increase in cost of materials sold was due to the ~~21.2% increase in sales volume and a 12.1%~~48.4% increase in the average cost of materials sold partially offset by a 8.2% decrease in the sales volume during the first quarter of ~~2021~~2022 compared to the first quarter of ~~2020.~~2021.

As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) increased to 29.3% in the first quarter of 2022 from 18.0% in the first quarter of ~~2021 from 13.8% in the first quarter of 2020.~~2021. The gross profit per ton increased ~~53.5%~~179.7% to $1,521 per ton in the first quarter of 2022 from $544 per ton in the first quarter of ~~2021 from $354 per ton in the first quarter of 2020.~~2021.

Operating expenses in the first quarter of ~~2021~~2022 increased ~~$5.2~~$9.6 million, or ~~55.1%~~65.3%, to $24.4 million from $14.8 million in the first quarter of ~~2021 from $9.5 million in the first quarter of 2020.~~2021. As a percentage of net sales, operating expenses increased to 12.3% for the first quarter of 2022 compared to 11.7% for the first quarter of ~~2021 compared to 10.8% for the first quarter of 2020.~~2021. The increase in operating expenses was primarily attributable to the inclusion of operating expenses related to the ~~December 14, 2020~~October 2021 acquisition of ~~Action Stainless,~~Shaw, increased variable performance-based incentive compensation, and increased warehouse and processing and distribution ~~expense~~expenses due to ~~increased shipping levels.~~inflation.

Operating income for the first quarter of ~~2021~~2022 totaled ~~$8.0~~$34.1 million, or ~~6.3%~~17.0% of net sales, compared to ~~$2.7~~$8.0 million, or ~~3.1%~~6.3% of net sales, for the first quarter of ~~2020.~~2021.

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

Tons sold by our carbon flat products segment decreased ~~8.8%~~34 thousand, or 14.1%, to 206 thousand in the first quarter of 2022 from 240 thousand in the first quarter of ~~2021 from 263 thousand in the first quarter of 2020.~~2021. The decrease in tons sold is ~~due to supply chain disruptions, which limited spot sales and continued temporary closures, reduced hours and staggered production schedules~~primarily due to the ~~COVID-19 pandemic at certain~~sale of our ~~customers.~~Detroit operations on September 17, 2021. We expect shipping levels in the second quarter of ~~2021~~2022 to remain flat with the first quarter of ~~2021, and metals prices to remain elevated.~~2022.

Net sales in our carbon flat products segment increased ~~$43.4~~$133.2 million, or ~~21.4%~~54.1%, to ~~$246.4~~$379.5 million in the first quarter of 2021 from ~~$203.0~~$246.4 million in the first quarter of ~~2020.~~2021. The increase in sales was attributable to a ~~33.2%~~79.3% increase in average selling prices in the first quarter of ~~2021~~2022 compared to the first quarter of ~~2020,~~2021, offset by an ~~8.8%~~14.1% decrease in tons sold. Average selling prices in the first quarter of ~~2021~~2022 increased to ~~$1,027~~$1,842 per ton, compared with ~~$771~~$1,027 per ton in the first quarter of ~~2020~~2021 and ~~$792~~$1,910 per ton in the fourth quarter of ~~2020.~~2021.

Cost of materials sold increased ~~$21.0~~$143.5 million, or ~~12.9%~~77.9%, to $327.7 million in the first quarter of 2022 from $184.2 million in the first quarter of ~~2021 from $163.1 million in the first quarter of 2020.~~2021. The average cost of materials sold per ton increased by ~~23.8%~~107.1% in the first quarter of ~~2021~~2022 compared to the same period in ~~2020.~~2021. The increase was due to the increased market price for metals discussed above and the impact of selling higher costed inventory during the first quarter of ~~2021~~2022 compared to the first quarter of ~~2020.~~2021.

As a percentage of net sales, gross profit (as defined in footnote (a) in the table above) ~~increased~~decreased to 13.7% in the first quarter of 2022 compared to 25.2% in the first quarter of ~~2021 compared to 19.6% in the first quarter of 2020.~~2021. The ~~increase~~decrease in gross profit percentage in ~~2021~~2022 was primarily due to the impact of higher average ~~selling prices.~~cost of goods sold.

Operating expenses in the first quarter of ~~2021 decreased $0.2~~2022 increased $1.0 million, or ~~0.4%~~2.3%, to ~~$41.0~~$42.0 million from ~~$41.2~~$41.0 million in the first quarter of ~~2020.~~2021. Operating expenses ~~decreased~~increased as a result of ~~our continuation of the cost reduction efforts implemented as a result of the COVID-19 pandemic~~increased labor and ~~reduced~~employee costs, increased travel expenses ~~partially~~and increased warehouse supply costs due to inflation, offset by ~~an increase~~the decrease in ~~increased variable performance-based incentive compensation.~~operating expenses due to the sale of our Detroit operations on September 17, 2021. As a percentage of net sales, operating expenses decreased to 11.1% for the first quarter of 2022 compared to 16.6% for the first quarter of ~~2021 compared to 20.3% for first quarter of 2020.~~2021.

Operating income for the first quarter of ~~2021~~2022 totaled ~~$21.2~~$9.9 million, or ~~8.6%~~2.6% of net sales, compared to operating ~~loss~~income of ~~$1.3~~$21.2 million, or ~~0.7%~~8.6% of net sales, for the first quarter of ~~2020.~~2021.

The following table presents selected operating results for our tubular and pipe products segment for the periods indicated (dollars are shown in thousands):

Net sales increased ~~$27.5~~$26.9 million, or ~~43.7%~~29.7%, to $117.3 million in the first quarter of 2022 from $90.4 million in the first quarter of ~~2021 from $62.9 million in the first quarter of 2020.~~2021. The increase is a result of a ~~54.2%~~77.4% increase in ~~shipping~~average selling prices offset by a 26.9% decrease in sales volume ~~(due~~during the first quarter of 2022 compared to the first quarter of 2021. The decrease in sales volume is due to a large one-time ~~pipe~~ contract shipment in the first quarter of ~~2021) offset by a 6.8% decrease in average selling prices during the first quarter of 2021 compared to the first quarter of 2020.~~2021. We expect shipping levels for the tubular and pipe products segment to ~~decrease in~~remain flat with the ~~second~~first quarter of ~~2021 due to the non-recurrence of the large one-time contract shipment,~~2022 but expect prices to remain elevated.

Cost of materials sold increased ~~$23.8~~$19.4 million, or ~~55.2%~~29.0%, to $86.4 million in the first quarter of 2022 from $67.0 million in the first quarter of ~~2021 from $43.2 million in the first quarter of 2020.~~2021. The increase in cost of materials sold is primarily a result of the ~~43.7%~~76.5% increase in average cost of materials sold offset by a 26.9% decrease in sales volume in the first quarter of ~~2021~~2022 compared to the first quarter of ~~2020.~~2021. We recorded no LIFO income or expense during the first quarter of 2022. As a result of rapidly increasing prices, during the first quarter of 2021, our tubular and pipe products segment recorded $1.0 million of LIFO ~~expense, compared to $0.5 million of LIFO income recorded in the first quarter of 2020.~~expense.

As a percentage of net sales, gross profit (as defined in footnote (b) in the table above) ~~decreased~~increased to 26.3% in the first quarter of 2022 compared to 26.0% in the first quarter of ~~2021 compared to 31.4% in the first quarter of 2020.~~2021. As a percentage of net sales, the LIFO expense recorded in the first quarter of 2021 decreased gross profit by 1.1% ~~compared to the LIFO income recorded in the first quarter of 2020, which increased gross profit by 0.8%~~.

Operating expenses in the first quarter of ~~2021 increased $1.7~~2022 decreased $0.8 million, or ~~10.9%~~4.9%, to ~~$17.2~~$16.3 million from ~~$15.5~~$17.2 million in the first quarter of ~~2020.~~2021. Operating expenses ~~increased~~decreased in the first quarter of ~~2021~~2022 as a result of ~~increased variable expenses related to increased sales volume~~the $2.1 million gain on the sale of the Milan, Iowa facility included in operating expenses. The Milan operations have been consolidated into the operations of the Chicago, Illinois and ~~increased variable performance-based incentive compensation.~~Des Moines, Iowa facilities. Operating expenses decreased to ~~19.0%~~13.9% of net sales in the first quarter of ~~2021~~2022 compared to ~~24.6%~~19.0% in the first quarter of ~~2020.~~2021.

Operating income for the first quarter ~~2021~~2022 totaled ~~$6.3~~$14.6 million, or ~~7.0%~~12.4% of net sales, compared to ~~$4.3~~$6.3 million, or ~~6.8%~~7.0% of net sales, for the first quarter of ~~2020.~~2021.

Corporate expenses were $5.4 million in the first quarter of 2022 compared to $4.0 million in the first quarter of ~~2021 compared to $2.6 million in the first quarter of 2020.~~2021. Corporate ~~expense~~expenses increased in the first quarter of ~~2021~~2022 as a result of increased performance-based incentive compensation.

Our principal capital requirements include funding working capital needs, purchasing, upgrading and acquiring processing equipment and facilities, making acquisitions and paying dividends. We use cash generated from operations and borrowings under our credit facility to fund these requirements.

We believe that funds available under our asset-based credit facility, or ABL Credit Facility, together with funds generated from operations, will be sufficient to provide us with the liquidity necessary to fund anticipated working capital requirements, capital expenditure requirements, our dividend payments and any share repurchases and business acquisitions ~~over~~for at least the next 12 ~~months.~~months and for the foreseeable future thereafter. In the future, we may as part of our business strategy, acquire and dispose of assets or other companies in the same or complementary lines of business, or enter into or exit strategic alliances and joint ventures. Accordingly, the timing and size of our capital requirements are subject to change as business conditions warrant and opportunities arise.

For the three months ended March 31, 2022, we generated $14.9 million of net cash for operations, of which $46.1 million was generated from operating activities and $31.2 million was used for working capital. For the three months ended March 31, 2021, we used $25.7 million of net cash for operations, of which $31.2 million was generated from operating activities and $56.9 million was used for working capital. ~~For~~

Net cash from operations totaled $46.1 million during the ~~three months ended March 31, 2020, we used $12.0 million~~first quarter of 2022 and was mainly comprised of net ~~cash for operations,~~income of ~~which $5.0~~$37.3 million, ~~was generated from operating activities~~the non-cash depreciation and ~~$17.0~~amortization add back of $5.1 million, ~~was used for working capital.~~

a $4.5 million increase in deferred income taxes and other long-term liabilities and a $1.1 million increase in other long-term assets offset by a gain on disposition of property, plant and equipment of $2.2 million. Net cash from operations totaled $31.2 million during the first quarter of 2021 and was mainly comprised of net income of $22.0 million, the non-cash depreciation and amortization ~~addback~~add back of $5.4 ~~million~~ and a decrease in other long-term assets of $5.1 million, offset by changes in other long-term liabilities of $1.6 million. Net cash from operations totaled $5.0 million during the first quarter of 2020 and was mainly comprised of the non-cash depreciation and amortization add back of $5.0 million, net income of $0.6 million and stock-based compensation of $0.4 million, offset by changes in other long-term assets and other long-term liabilities of $1.1 million.

Working capital at March 31, ~~2021~~2022 totaled ~~$334.7~~$594.6 million, a ~~$59.2~~$29.5 million increase from December 31, ~~2020.~~2021. The increase was primarily attributable to a ~~$59.1~~$35.0 million increase in accounts receivable (resulting from higher sales and increased average selling prices in the first quarter of ~~2021~~2022 compared to the fourth quarter of ~~2020)~~2021), a $19.1 million decrease in accrued payroll and other accrued liabilities, a ~~$38.2 million increase in inventories (resulting from increased metals prices in the first quarter of 2021) and a $5.8~~$1.5 million increase in pre-paid expenses and other, offset by a ~~$35.2~~$14.8 million increase in accounts payable and outstanding checks and a ~~$11.0~~$9.6 million ~~increase~~decrease in ~~accrued payroll and other accrued liabilities.~~inventories.

Net cash ~~used for~~from investing activities totaled ~~$2.3~~$1.2 million during the three months ended March 31, ~~2021,~~2022, compared to ~~$4.2~~$2.3 million net cash used for investing activities during the three months ended March 31, ~~2020.~~2021. Net cash from investing activities primarily consisted of $3.2 million in proceeds from the sale of the Milan facility offset by $2.1 million in new capital expenditures. The capital expenditures in the first quarter of ~~2021~~2022 and ~~2020~~2021 were primarily attributable to additional processing equipment at our existing facilities. ~~During 2021, we expect our capital spending to be less than our annual depreciation expense.~~

During the first three months of ~~2021, $30.8~~2022, $17.9 million of cash was ~~generated from~~used for financing activities, which primarily consisted of ~~$31.3~~$16.6 million ofused for net ~~borrowings~~repayments under our ABL Credit Facility, ~~offset by $0.2~~$1.0 million ~~of dividends paid,~~used for dividend payments, $0.2 million used for principal payments under capital lease obligations and $0.1 million used for credit facilities fees.

Dividends paid were $1.0 million and $0.2 million for ~~both~~ the three months ended March 31, ~~2021~~2022, and March 31, ~~2020.~~2021, respectively. In May ~~2021,~~2022, our Board of Directors approved a regular quarterly dividend of ~~$0.02~~$0.09 per share, which will be paid on June 15, ~~2021~~2022, to shareholders of record as of June 1, ~~2021.~~2022. Regular dividend distributions in the future are subject to the availability of cash, the $5.0 million annual limitation on cash dividends and common stock repurchases under our ABL Credit Facility and continuing determination by our Board of Directors that the payment of dividends remains in the best interest of our shareholders.

In 2015, our Board of Directors authorized a stock repurchase program of up to 550,000 shares of our issued and outstanding common stock, which could include open market repurchases, negotiated block transactions, accelerated stock repurchases or open market solicitations for shares, all or some of which may be effected through Rule 10b5-1 plans. Repurchased shares will be held in our treasury, or canceled and retired as our Board may determine from time to time. Any repurchases of common stock are subject to the covenants contained in the ABL Credit Facility. Under the ABL Credit Facility, we may repurchase common stock and pay dividends up to $5.0 million in the aggregate during any trailing twelve months without restrictions. Purchases in excess of $5.0 million require us to (i) maintain availability in excess of 20% of the aggregate revolver commitments ($95.0 million at March 31, ~~2021)~~2022) or (ii) to maintain availability equal to or greater than 15% of the aggregate revolver commitments ($71.3 million at March 31, ~~2021)~~2022) and we must maintain a pro-forma ratio of EBITDA, minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00. The timing and amount of any repurchases under the stock repurchase program will depend upon several factors, including market and business conditions, and limitations under the ABL Credit Facility, and repurchases may be discontinued at any time. As of March 31, ~~2021,~~2022, 360,212 shares remain authorized for repurchase under the program.

~~During the three months ended March 31, 2020 we repurchased 15,000 shares, for an aggregate cost of $145 thousand.~~ There were no shares repurchased during the three months ended March 31, 2022 or March 31, 2021.

On September 3, 2021, we commenced an at-the market (ATM) equity program under our shelf registration statement, which allows us to sell and issue up to $50 million in shares of our common stock from time to time. We entered into an Equity Distribution Agreement on September 3, 2021 with KeyBanc Capital Markets Inc. (“KeyBanc”) relating to the issuance and sale of shares of common stock pursuant to the program. KeyBanc is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutual agreed terms between KeyBanc and us. KeyBanc will be entitled to compensation for shares sold pursuant to the program of 2.0% of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. No shares were sold under the ATM program during the three months ended March 31, 2022.

Our ABL Credit Facility is collateralized by our accounts receivable inventory and personal property. The ABL Credit Facility consists of (i) a revolving credit facility of $445 million, including a $20 million sub-limit for letters of credit and (ii) a first in, last out revolving credit facility of up to $30 million. Under the terms of the ABL Credit Facility, we may request additional commitments in the aggregate principal amount of up to $200 million to the extent that existing or new lenders agree to provide such additional commitments. Revolver borrowings are limited to the lesser of a borrowing base, comprised of eligible receivables and inventories, or $475 million in the aggregate. The ABL Credit Facility matures on ~~December 8, 2022.~~June 16, 2026.

The ABL Credit Facility contains customary representations and warranties and certain covenants that limit our ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay distributions on, redeem or repurchase capital stock or redeem or repurchase subordinated debt; (iii) make investments; (iv) sell assets; (v) enter into agreements that restrict distributions or other payments from restricted subsidiaries to us; (vi) incur liens securing indebtedness; (vii) consolidate, merge or transfer all or substantially all of our assets; and (viii) engage in transactions with affiliates. In addition, the ABL Credit Facility contains a financial covenant which requires ~~(i)~~ if any commitments or obligations are outstanding our availability is less than the greater of $30 million or 10.0% of the aggregate amount of revolver commitments ($47.5 million at March 31, ~~2021)~~2022) or 10.0% of the aggregate borrowing base ($~~35.8~~47.5 million at March 31, ~~2021)~~2022), then we must maintain a ratio of Earnings before Interest, Taxes, Depreciation and Amortization, or EBITDA, minus certain capital expenditures and cash taxes paid to fixed charges of at least 1.00 to 1.00 for the most recent twelve fiscal month period.

We have the option to borrow under its revolver based on the agent’s base rate plus a premium ranging from 0.00% to 0.25% or the London Interbank Offered Rate, or LIBOR, plus a premium ranging from 1.25% to 2.75%.

As of March 31, ~~2021,~~2022, we were in compliance with our covenants and had approximately ~~$162~~$160 million of availability under the ABL Credit Facility.

As of March 31, ~~2021, $0.8~~2022, $1.6 million of bank financing fees were included in “Prepaid expenses and other” and “Other long-term assets” on the accompanying Consolidated Balance Sheets. The financing fees are being amortized over the five-year term of the ABL Credit Facility and are included in “Interest and other expense on debt” on the accompanying Consolidated Statements of Comprehensive Income.

On January 10, 2019, we entered into a five-year forward starting fixed rate interest rate hedge in order to eliminate the variability of cash interest payments on $75 million of the outstanding LIBOR based borrowings under the ABL Credit Facility. The interest rate hedge fixed the rate at 2.57%.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the consolidated financial statements included in this Quarterly Report on Form 10-Q, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We monitor and evaluate our estimates and assumptions, based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

We review our financial reporting and disclosure practices and accounting practices quarterly to ensure they provide accurate and transparent information relative to the current economic and business environment. For further information regarding the accounting policies that we believe to be critical accounting policies that affect our more significant judgments and estimates used in preparing our consolidated financial statements, see Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Our principal raw materials are carbon, coated and stainless steel, and aluminum, pipe and tube, flat rolled coil, sheet and plate that we typically purchase from multiple primary metals producers. The metals industry as a whole is cyclical and, at times, pricing and availability of metals can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, the levels of metals imported into the United States, labor costs, sales levels, competition, levels of inventory held by other metals service centers, consolidation of metals producers, new global capacity by metals producers, higher raw material costs for the producers of metals, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us.

We, like many other metals service centers, maintain substantial inventories of metals to accommodate the short lead times and just‑in‑time delivery requirements of our customers. Accordingly, we purchase metals in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, supply agreements with customers and market conditions. Our commitments to purchase metals are generally at prevailing market prices in effect at the time we place our orders. We have no long‑term, fixed‑price metals purchase contracts. When metals prices increase, competitive conditions will influence how much of the price increase we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the net sales and profitability of our business could be adversely affected. When metals prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profits and inventory lower of cost or market adjustments as we sell existing inventory. Significant or rapid declines in metals prices or reductions in sales volumes could adversely impact our ability to remain in compliance with certain financial covenants in our credit facility, as well as result in us incurring inventory or intangible asset impairment charges. Changing metals prices therefore could significantly impact our net sales, gross profits, operating income and net income.

Rising metals prices result in higher working capital requirements for us and our customers. Some customers may not have sufficient credit lines or liquidity to absorb significant increases in the price of metals. While we have generally been successful in the past in passing on producers’ price increases and surcharges to our customers, there is no guarantee that we will be able to pass on price increases to our customers in the future. Declining metals prices have generally adversely affected our net sales and net income, while increasing metals prices have generally favorably affected our net sales and net income.

Approximately ~~41%~~53% and ~~45%~~51% of our consolidated net sales during the first three months of ~~2021~~2022 and ~~2020,~~2021, respectively, were directly related to industrial machinery and equipment manufacturers and their fabricators.

Inflation generally affects us by increasing the cost of employee wages and benefits, transportation services, processing equipment, energy and borrowings under our credit facility. General inflation, excluding increases in the price of metals, labor and increased distribution expense, has not had a material effect on our financial results ~~during~~in prior years, but is expected to have an impact in 2022 due to the ~~past two years.~~elevated inflation rate.

We are exposed to the impact of fluctuating metals prices and interest rate changes. During ~~2021~~2022 and ~~2020,~~2021, we entered into metals swaps at the request of customers. These derivatives have not been designated as hedging instruments. For certain customers, we enter into contractual relationships that entitle us to pass-through the economic effect of trading positions that we take with other third parties on our customers’ behalf.

Our primary interest rate risk exposure results from variable rate debt. We have the option to enter into 30- to 180-day fixed base rate LIBOR loans under the ABL Credit Facility. On January 10, 2019, we entered into a five-year interest rate swap that locked the interest rate at 2.57% on $75 million of our revolving debt.

The evaluation required by Rule 13a-15(e) of the Securities Exchange Act of 1934 of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q has been carried out under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. These disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports that are filed with or submitted to the SEC is: (i) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (ii) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, ~~2021,~~2022, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the first quarter of ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are continually monitoring and assessing the COVID-19 pandemic’s impact on our internal controls to minimize the impact on their design and operating effectiveness.

Items 1, 1A, 2, 3, 4 and 5 of this Part II are either inapplicable or are answered in the negative and are omitted pursuant to the instructions to Part II.

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

						Accumulated									Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Total Equity
						Other
	*Common*		*Treasury*			*Comprehensive*			*Retained*			*Total*
	*Stock*		*Stock*			*Loss*			*Earnings*			*Equity*

Balance at December 31, 2019	$	131,647	$	(335	)	$	(2,281	)	$	179,321		$	308,352
Balance at December 31, 2020															$	132,382	$	(4,215	)	$	172,843		$	301,010
Net income	$	0	$	0		$	0		$	593		$	593		$	0	$	0		$	22,008		$	22,008
Payment of dividends		0		0			0			(220	)		(220	)		0		0			(221	)		(221	)
Stock-based compensation		359		0			0			0			359			262		0			0			262
Changes in fair value of hedges, net of tax		0		0			(2,548	)		0			(2,548	)		0		716			0			716
Repurchase of common stock		0		(145	)		0			0			(145	)
Other		0		0			0			1			1
Balance at March 31, 2020	$	132,006	$	(480	)	$	(4,829	)	$	179,695		$	306,392
Balance at March 31, 2021															$	132,644	$	(3,499	)	$	194,630		$	323,775

	Inventory as of				Inventory as of
(in thousands)	March 31, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Unprocessed	$	220,466	$	194,614	$	372,767	$	417,595
Processed and finished		57,708		45,387		102,680		67,434
Totals	$	278,174	$	240,001	$	475,447	$	485,029

(in thousands)	Carbon Flat Products		Specialty Metals Flat Products		Tubular and Pipe Products		Total		Specialty Metals Flat Products		Carbon Flat Products		Tubular and Pipe Products		Total

Balance as of December 31, 2020	$	1,065	$	4,058	$	0	$	5,123
Balance as of December 31, 2021									$	9,431	$	1,065	$	0	$	10,496
Acquisitions		0		111		0		111		0		0		0		0
Impairments		0		0		0		0		0		0		0		0
Balance as of March 31, 2021	$	1,065	$	4,169	$	0	$	5,234
Balance as of March 31, 2022									$	9,431	$	1,065	$	0	$	10,496

	As of March 31, 2021							As of March 31, 2022
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization			Intangible Assets, Net

Customer relationships - subject to amortization	$	21,259	$	(9,457	)	$	11,802	$	22,559	$	(10,940	)	$	11,619
Covenant not to compete - subject to amortization		259		(203	)		56		509		(248	)		261
Trade name - not subject to amortization		20,168		-			20,168		21,368		-			21,368
	$	41,686	$	(9,660	)	$	32,026	$	44,436	$	(11,188	)	$	33,248

	As of December 31, 2020							As of December 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Intangible Assets, Net		Gross Carrying Amount		Accumulated Amortization			Intangible Assets, Net

Customer relationships - subject to amortization	$	21,442	$	(9,101	)	$	12,341	$	22,559	$	(10,552	)	$	12,007
Covenant not to compete - subject to amortization		259		(186	)		73		509		(231	)		278
Trade name - not subject to amortization		20,179		-			20,179		21,368		-			21,368
	$	41,880	$	(9,287	)	$	32,593	$	44,436	$	(10,783	)	$	33,653

					Accumulated									Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Total Equity
					Other
	*Common*		*Treasury*		*Comprehensive*			*Retained*			*Total*
	*Stock*		*Stock*		*Loss*			*Earnings*			*Equity*

Balance at December 31, 2020	$	132,382	$	0	$	(4,215	)	$	172,843		$	301,010
Balance at December 31, 2021														$	133,427	$	(1,996	)	$	293,008		$	424,439
Net income	$	0	$	0	$	0		$	22,008		$	22,008		$	0	$	0		$	37,302		$	37,302
Payment of dividends		0		0		0			(221	)		(221	)		0		0			(1,001	)		(1,001	)
Stock-based compensation		262		0		0			0			262			327		0			0			327
Changes in fair value of hedges, net of tax		0		0		716			0			716			0		1,718			0			1,718
Balance at March 31, 2021	$	132,644	$	0	$	(3,499	)	$	194,630		$	323,775
Other															0		1			0			1
Balance at March 31, 2022														$	133,754	$	(277	)	$	329,309		$	462,786

	Disaggregated Revenue by Products Sold
	For the Three Months Ended March 31, 2021
	Carbon flat products			Specialty metals flat products			Tubular and pipe products			Total
Hot Rolled		28.1	%		0.0	%		0.0	%		28.1	%
Plate		8.7	%		0.0	%		0.0	%		8.7	%
Cold Rolled		6.2	%		0.0	%		0.0	%		6.2	%
Coated		8.8	%		0.0	%		0.0	%		8.8	%
Specialty		0.0	%		25.6	%		0.0	%		25.6	%
Tube		0.0	%		0.0	%		19.5	%		19.5	%
Other		1.4	%		1.7	%		0.0	%		3.1	%
Total		53.2	%		27.3	%		19.5	%		100.0	%

	Disaggregated Revenue by Products Sold												Disaggregated Revenue by Products Sold
	For the Three Months Ended March 31, 2020												For the Three Months Ended March 31, 2021
	Carbon flat products			Specialty metals flat products			Tubular and pipe products			Total			Specialty metals flat products			Carbon flat products			Tubular and pipe products			Total
Hot Rolled		30.0	%		0.0	%		0.0	%		30.0	%		0.0	%		28.1	%		0.0	%		28.1	%
Plate		11.6	%		0.0	%		0.0	%		11.6	%		0.0	%		8.7	%		0.0	%		8.7	%
Cold Rolled		5.6	%		0.0	%		0.0	%		5.6	%		0.0	%		6.2	%		0.0	%		6.2	%
Coated		8.6	%		0.0	%		0.0	%		8.6	%		0.0	%		8.8	%		0.0	%		8.8	%
Specialty		0.0	%		25.0	%		0.0	%		25.0	%		25.6	%		0.0	%		0.0	%		25.6	%
Tube		0.0	%		0.0	%		17.8	%		17.8	%		0.0	%		0.0	%		19.5	%		19.5	%
Other		1.4	%		0.0	%		0.0	%		1.4	%		1.7	%		1.4	%		0.0	%		3.1	%
Total		57.2	%		25.0	%		17.8	%		100.0	%		27.3	%		53.2	%		19.5	%		100.0	%

	Three Months Ended		Three Months Ended
	March 31,		March 31,		Three Months Ended March 31,		Three Months Ended March 31,
(in thousands)	2021		2020		2022		2021

Operating lease cost	$	1,674	$	1,777	$	1,784	$	1,674

Finance lease cost:
Amortization of right-of-use assets	$	212	$	60	$	185	$	212
Interest on lease liabilities		27		14		14		27
Total finance lease cost	$	239	$	74	$	199	$	239

	March 31,			December 31,			March 31,			December 31,
(in thousands)	2021			2020			2022			2021

Operating Leases
Operating lease	$	35,547		$	36,060		$	40,704		$	42,023
Operating lease accumulated amortization		(11,450	)		(10,706	)		(14,543	)		(14,297	)
Operating lease right-of-use asset, net		24,097			25,354			26,161			27,726

Operating lease current liabilities		5,436			5,580			5,801			5,940
Operating lease liabilities		18,893			19,965			20,746			22,137
Total operating lease liabilities	$	24,329		$	25,545		$	26,547		$	28,077

Finance Leases
Finance lease	$	3,582		$	3,582		$	2,803		$	2,710
Finance lease accumulated depreciation		(545	)		(333	)		(1,192	)		(965	)
Finance lease, net		3,037			3,249			1,611			1,745

Finance lease current liabilities		822			815			613			661
Finance lease liabilities		2,245			2,453			1,028			1,115
Total finance lease liabilities	$	3,067		$	3,268		$	1,641		$	1,776

Weighted Average Remaining Lease Term
Operating leases (in years)		7			7			6			6
Finance leases (in years)		5			6			3			4

Weighted Average Discount Rate
Operating leases		3.75	%		3.76	%		3.44	%		3.44	%
Finance leases		3.50	%		3.80	%		3.48	%		3.42	%

	Operating			Finance
(in thousands)	Leases			Leases			Operating Leases			Finance Leases

Year Ending December 31,
2021	$	4,775		$	685
2022		5,475			851		$	5,016		$	531
2023		4,496			578			5,770			454
2024		3,791			492			5,004			363
2025		2,491			325			3,769			196
2026								2,857			154
Thereafter		6,409			388			7,155			44
Total future minimum lease payments	$	27,437		$	3,319		$	29,571		$	1,742
Less remaining imputed interest		(3,108	)		(252	)		(3,024	)		(100	)
Total	$	24,329		$	3,067		$	26,547		$	1,642

	Net Gain (Loss) Recognized
	For the Three Months Ended March 31,
(in thousands)	2021			2020
Fixed interest rate hedge	$	(463	)	$	(202	)
Metals swaps		(17	)		(112	)
Embedded customer derivatives		17			112
Total loss	$	(463	)	$	(202	)

	Value of Items Recorded at Fair Value								Value of Items Recorded at Fair Value
	As of March 31, 2021								As of March 31, 2022
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Embedded customer derivative	$	0	$	15	$	0	$	15
Metal swaps									$	0	$	6,456	$	0	$	6,456
Total assets at fair value	$	0	$	15	$	0	$	15	$	0	$	6,456	$	0	$	6,456

Liabilities:
Metal Swaps	$	0	$	15	$	0	$	15
Embedded customer derivatives									$	0	$	4,877	$	0	$	4,877
Fixed interest rate hedge		0		4,666		0		4,666		0		370		0		370
Total liabilities recorded at fair value	$	0	$	4,681	$	0	$	4,681	$	0	$	5,247	$	0	$	5,247

	For the Three Months Ended
	March 31,				For the Three Months Ended March 31,
(in thousands, except per share data)	2021		2020		2022		2021
RSU expense before taxes	$	262	$	360	$	327	$	262
RSU expense after taxes	$	193	$	269	$	239	$	193

	As of March 31, 2021					As of March 31, 2020
	Number of			Weighted Average		Number of			Weighted Average
	Shares			Granted Price		Shares			Granted Price
Outstanding at December 31		610,540		$	18.25		636,086		$	19.25
Granted		20,604			23.29		70,588			11.92
Converted into shares		0			0		(5,329	)		15.94
Forfeited		(2,172	)		16.96		(494	)		27.31
Outstanding at March 31		628,972		$	18.42		700,851		$	18.53
Vested at March 31		414,902		$	17.94		445,781		$	20.22

	As of March 31, 2022				As of March 31, 2021
	Number of Shares		Weighted Average Granted Price		Number of Shares			Weighted Average Granted Price
Outstanding at December 31		576,867	$	18.40		610,540		$	18.25
Granted		35,558		26.72		20,604			23.29
Forfeited		0		0		(2,172	)		16.96
Outstanding at March 31		612,425	$	18.89		628,972		$	18.42
Vested at March 31		411,310	$	20.41		414,902		$	17.94

	●	increased customer demand without corresponding increase in metal supply could lead to an inability to meet customer demand and result in lower sales and profits;
	●	risks associated with shortages of skilled labor, increased labor costs and our ability to attract and retain qualified personnel;
	●	rising interest rates and their impacts on our variable interest rate debt;

	●	~~risks of falling metals prices and inventory devaluation;~~
	●	~~supply disruptions and inflationary pressures, including the availability and rising costs of transportation and logistical services and labor:~~

Facility	Expiration date
~~St. Paul, Minnesota~~	~~May 25, 2021~~
~~Milan, Illinois~~	~~August 12, 2021~~
~~Minneapolis (plate), Minnesota~~	~~March 31, 2022~~
~~Detroit, Michigan~~	~~August 31, 2022~~
Hammond, Indiana	November 30, 2024
Locust, North Carolina	March 4, 2025
St. Paul, Minnesota	May 25, 2025
Romeoville, Illinois	May 31, 2025
Minneapolis (coil), Minnesota	September 30, 2025
Indianapolis, Indiana	January 29, 2026
Minneapolis (plate), Minnesota	March 31, 2027

	(a)	~~(a)~~ Gross profit is calculated as net sales less the cost of materials sold.
	(b)	~~(b)~~ Operating expenses are calculated as total costs and expenses less the cost of materials sold.

Exhibit	Description of Document	Reference

31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

32.2	Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith

101	The following materials from Olympic Steel’s Quarterly Report on Form 10-Q for the period ended March 31, ~~2021,~~2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Supplemental Disclosures of Cash Flow Information, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Unaudited Consolidated Financial Statements and (vii) document and entity information.

104	Cover Pager Interactive Data File (embedded with the Inline XBRL document).

	OLYMPIC STEEL, INC.
	(Registrant)

Date: May ~~7, 2021~~6, 2022	By: /s/ Richard T. Marabito
	Richard T. Marabito
	Chief Executive Officer

	By: /s/ Richard A. Manson
	Richard A. Manson
	Chief Financial Officer
	(Principal Financial and Accounting Officer)