8-K
false 0001137091 0001137091 2022-11-14 2022-11-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2022

 

 

Power Solutions International, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35944   33-0963637

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

201 Mittel Drive, Wood Dale, Illinois 60191

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (630) 350-9400

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

None   —     —  

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

Emerging growth company  

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

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On November 14, 2022, Power Solutions International, Inc. (the “Company”) issued a press release announcing third quarter 2022 financial results and containing its outlook for 2022.

In accordance with General Instruction B.2. of Form 8-K, the information contained under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of Power Solutions International, Inc., dated November 14, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

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

 

POWER SOLUTIONS INTERNATIONAL, INC.
By:  

/s/ Xun Li

  Xun Li
  Chief Financial Officer

Dated: November 14, 2022

EX-99.1

Exhibit 99.1

 

LOGO

Power Solutions International Announces Third Quarter 2022 Financial Results

Net Income of $3.2 Million, an Improvement of $10.4 Million

Adjusted Net Income of $4.2 million, an Improvement of $9.0 Million

Adjusted Earnings Per Share of $0.18 Versus Adjusted Loss Per Share of $0.21,

an Improvement of $0.39

Earnings Per Share of $0.14 Versus Loss Per Share of $0.31,

an Improvement of $0.45

Gross Profit Growth of $12.8 Million or 113%

WOOD DALE, Ill., November 14, 2022 — Power Solutions International, Inc. (the “Company” or “PSI”) (OTC Pink: PSIX), a leader in the design, engineering and manufacture of emission-certified engines and power systems, announced third quarter 2022 financial results.

Third Quarter 2022 Results

Sales for the third quarter of 2022 were $124.9 million, an increase of $7.3 million, or 6%, versus the comparable period last year, a result of sales increases of $10.9 million and $18.8 million in the power systems and industrial end markets, respectively, partly offset by a $22.5 million decline in the transportation end market, which was expected during the year as the Company focuses on driving improved long-term profitability. Further, overall sales in the third quarter of 2022 continued to reflect supply chain challenges that impacted the Company’s ability to timely meet certain customer orders. Higher power systems end market sales were attributable to increased sales across various categories, including within standby, demand response, and to customers that have traditionally served the oil and gas market. Higher industrial end market sales are primarily due to increased demand for products across various applications, with the largest increase attributable to products used within the material handling/forklift market. The decreased sales within the transportation end market were primarily attributable to lower sales in the medium duty truck market, coupled with lower sales of school bus products.


Gross profit increased by $12.8 million, or 113%, during the third quarter of 2022 as compared to the prior year. Gross margin in the third quarter of 2022 was 19.3%, an increase of 9.7 percentage points compared to 9.6% last year, primarily due to the impact of higher sales, improved mix and pricing actions, and lower warranty expenses, among other items. For the three months ended September 30, 2022, warranty costs were $3.5 million, a decrease of $3.8 million compared to warranty costs of $7.3 million last year, due largely to lower volumes and a contract revision for the transportation end market engines during the three months ended September 30, 2022. A majority of the warranty activity is attributable to products sold within the transportation end market.

Operating expenses decreased by $0.1 million, or 1%, versus the comparable period in 2021, due to lower research, development, and engineering (“R&D”) expenses as R&D expenses declined by $0.6 million during the third quarter of 2022 versus the prior year, primarily due to overall efficiency improvements, executed R&D projects based on market trends and demands, as well as other prudent cost control measures taken during in the period. Additionally, selling, general and administrative costs increased $0.6 million primarily attributable to higher incentive compensation expense and an increase of a legal reserve for an ongoing litigation matter offset by lower legal costs related to the Company’s indemnification obligations of former officers and employees in relation to the conclusion of the United States Attorney’s Office for the Northern District of Illinois’ trial involving former officers and employees during September 2021.

Interest expense was $3.6 million in the third quarter of 2022 as compared to $1.6 million in the prior year, largely due to higher average outstanding debt and a higher overall effective interest rate on the Company’s debt during the third quarter of 2022.

Net income in the third quarter of 2022 was $3.2 million, or $0.14 per share, versus a net loss of $7.2 million, or a loss of $0.31 per share for the comparable prior year period. Adjusted net income was $4.2 million, or Adjusted earnings per share of $0.18, versus Adjusted net loss of $4.8 million, or Adjusted loss per share of $0.21 for the third quarter of 2021. Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) was positive at $9.9 million compared to an Adjusted EBITDA loss of $1.5 million in the third quarter last year.

Net cash flows provided by operating activities was $12.5 million in the third quarter of 2022 as compared to net cash used by operating activities of $24.9 million in the prior year, primarily driven by the increase in earnings and improvements from working capital accounts.

See “Non-GAAP Financial Measures” below for the Company’s definition of total Adjusted net income (loss), Adjusted earnings (loss) per share, EBITDA and Adjusted EBITDA and the financial tables that accompany this release for reconciliations of these measures to their closest comparable GAAP measures.

Debt Update

The Company’s total debt was approximately $211.7 million at September 30, 2022, while cash and cash equivalents were approximately $16.5 million. Included in the Company’s total debt at September 30, 2022 were borrowings of $130.0 million under the Uncommitted Revolving Credit Agreement with Standard Chartered Bank (the “Credit Agreement”) and borrowings of $25.0 million, $50.0 million, and $5 million under the Second, Third and Fourth Shareholder’s Loan Agreements, respectively, with Weichai America Corp., the Company’s majority stockholder. The Credit Agreement includes financial covenants which were effective for the three months ended September 30, 2022, including an interest coverage ratio and a minimum EBITDA threshold, as further defined in the Credit Agreement. For the three months ended September 30, 2022, the Company was in compliance with the covenants.


The Company is working with Weichai to explore near-term financing solutions in addition to longer-term financing options including the extension of the Third Shareholder’s Loan Agreement which expires on November 30, 2022.

Outlook for 2022

The Company expects its sales for the full year of 2022 to increase by at least 3% versus 2021 levels, the result of expectations for strong growth in the industrial and power systems end markets, partly offset by an expected reduction in sales in the transportation end market as the Company focuses on driving improved long-term profitability. Gross profit as a percentage of sales is targeted to improve by at least 7 percentage points in the full year of 2022. Further, in the last quarter of 2022, the Company anticipates continued year-over-year growth in the industrial and power systems end markets, partly offset by a reduction in the transportation end market.

Notwithstanding this outlook, which is being driven in part by expectations for an improvement in supply chain dynamics, including timelier availability of parts, and a continuation of favorable conditions across the Company’s various markets, the Company cautions that significant uncertainty remains as a result of supply chain challenges, inflationary costs, commodity volatility, and the COVID-19 pandemic, among other factors.

Management Comments

Dino Xykis, interim chief executive officer, commented, “We are pleased to have continued the momentum from the second quarter as we saw continued sales growth and significant improvement in our gross margin and profitability.”

He continued, “As we look to close out the last quarter of 2022, we are optimistic that these recent trends will continue for 2022 and into the following year.”

About Power Solutions International, Inc.

Power Solutions International, Inc. (PSI) is a leader in the design, engineering and manufacture of a broad range of advanced, emission-certified engines and power systems. PSI provides integrated turnkey solutions to leading global original equipment manufacturers and end-user customers within the power systems, industrial and transportation end markets. The Company’s unique in-house design, prototyping, engineering and testing capabilities allow PSI to customize clean, high-performance engines using a fuel agnostic strategy to run on a wide variety of fuels, including natural gas, propane, gasoline, diesel and biofuels.

PSI develops and delivers complete power systems that are used worldwide in stationary and mobile power generation applications supporting standby, prime, demand response, microgrid, and co-generation power (CHP) applications; and industrial applications that include forklifts, agricultural and turf, arbor care, industrial sweepers, aerial lifts, irrigation pumps, ground support, and construction equipment. In addition, PSI develops and delivers powertrains purpose-built for medium-duty trucks and buses including school and transit buses, work trucks, terminal tractors, and various other vocational vehicles. For more information on PSI, visit www.psiengines.com.


Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding the current expectations of the Company about its prospects and opportunities. These forward-looking statements are entitled to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934. The Company has tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “budgeted,” “contemplate,” “estimate,” “expect,” “forecast,” “guidance,” “may,” “outlook,” “plan,” “projection,” “should,” “target,” “will,” “would,” or similar expressions, but these words are not the exclusive means for identifying such statements. These statements are subject to a number of risks, uncertainties, and assumptions that may cause actual results, performance or achievements to be materially different from those expressed in, or implied by, such statements.

The Company cautions that the risks, uncertainties and other factors that could cause its actual results to differ materially from those expressed in, or implied by, the forward-looking statements, include, without limitation: the impact of the ongoing COVID-19 pandemic could have on the Company’s business and financial results; the Company’s ability to continue as a going concern; the Company’s ability to raise additional capital when needed and its liquidity; uncertainties around the Company’s ability to meet funding conditions under its financing arrangements and access to capital thereunder; the potential acceleration of the maturity at any time of the loans under the Company’s uncommitted senior secured revolving credit facility through the exercise by Standard Chartered Bank of its demand right; the impact of rising interest rates; the timing of completion of steps to address, and the inability to address and remedy, material weaknesses; the identification of additional material weaknesses or significant deficiencies; risks related to complying with the terms and conditions of the settlements with the Securities and Exchange Commission (the “SEC”) and the United States Attorney’s Office for the Northern District of Illinois (the “USAO”); variances in non-recurring expenses; risks relating to the substantial costs and diversion of personnel’s attention and resources deployed to address the internal control matters; the Company’s obligations to indemnify past and present directors and officers and certain current and former employees with respect to the investigations conducted by the SEC, which will be funded by the Company with its existing cash resources due to the exhaustion of its historical primary directors’ and officers’ insurance coverage; the ability of the Company to accurately forecast sales, and the extent to which sales result in recorded revenues; changes in customer demand for the Company’s products; volatility in oil and gas prices; the impact of U.S. tariffs on imports from China on the Company’s supply chain; impact on the global economy of the war in Ukraine; the impact of supply chain interruptions and raw material shortages; the potential impact of higher warranty costs and the Company’s ability to mitigate such costs; any delays and challenges in recruiting and retaining key employees consistent with the Company’s plans; any negative impacts from delisting of the Company’s common stock par value $0.001 from the NASDAQ Stock Market and any delays and challenges in obtaining a re-listing on a stock exchange; and the risks and uncertainties described in reports filed by the Company with the SEC, including without limitation its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the Company’s subsequent filings with the SEC.


The Company’s forward-looking statements are presented as of the date hereof. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Power Solutions International, Inc.

Matt Thomas

Corporate Controller

(630) 509-6383

Matt.Thomas@psiengines.com


Condensed consolidated results of operations for the three and nine months ended September 30, 2022 compared with the three and nine months ended September 30, 2021:

 

(in thousands, except per share amounts)    For the Three Months
Ended September 30,
                For the Nine Months
Ended September 30,
             
     2022     2021     Change     % Change     2022     2021     Change     % Change  

Net sales

   $ 124,900     $ 117,630     $ 7,270       6   $ 344,326     $ 329,279     $ 15,047       5

Cost of sales

     100,792       106,288       (5,496     (5 )%      285,181       297,673       (12,492     (4 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     24,108       11,342       12,766       113     59,145       31,606       27,539       87

Gross margin %

     19.3     9.6     9.7       17.2     9.6     7.6  

Operating expenses:

                

Research, development and engineering expenses

     4,819       5,437       (618     (11 )%      13,931       17,772       (3,841     (22 )% 

Research, development and engineering expenses as a % of sales

     3.9     4.6     (0.7 )%        4.0     5.4     (1.4 )%   

Selling, general and administrative expenses

     11,541       10,958       583       5     32,922       47,858       (14,936     (31 )% 

Selling, general and administrative expenses as a % of sales

     9.2     9.3     (0.1 )%        9.6     14.5     (4.9 )%   

Amortization of intangible assets

     526       634       (108     (17 )%      1,598       1,901       (303     (16 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     16,886       17,029       (143     (1 )%      48,451       67,531       (19,080     (28 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     7,222       (5,687     12,909       227     10,694       (35,925     46,619       130

Other expense, net:

                

Interest expense

     3,615       1,623       1,992       123     8,729       5,253       3,476       66

Other expense (income), net

     —         —         —         NM       —         1       (1     NM  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense, net

     3,615       1,623       1,992       123     8,729       5,254       3,475       66
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) before income taxes

     3,607       (7,310     10,917       149     1,965       (41,179     43,144       105

Income tax expense (benefit)

     415       (133     548       NM       14       (281     295       (105 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 3,192     $ (7,177   $ 10,369       144   $ 1,951     $ (40,898   $ 42,849       105
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (Loss) per common share:

                

Basic

   $ 0.14     $ (0.31   $ 0.45       145   $ 0.09     $ (1.79   $ 1.88       105

Diluted

   $ 0.14     $ (0.31   $ 0.45       145   $ 0.09     $ (1.79   $ 1.88       105

Non-GAAP Financial Measures:

                

Adjusted net income (loss) *

   $ 4,159     $ (4,841   $ 9,000       186   $ 6,095     $ (21,571   $ 27,666       128

Adjusted earnings (loss) per share – diluted *

   $ 0.18     $ (0.21   $ 0.39       186   $ 0.27     $ (0.95   $ 1.22       128

EBITDA *

   $ 8,887     $ (3,851   $ 12,738       331   $ 15,824     $ (30,378   $ 46,202       152

Adjusted EBITDA *

   $ 9,854     $ (1,515   $ 11,369       NM     $ 19,506     $ (10,496   $ 30,002       NM  

NM Not meaningful

 

1.

Non-GAAP measurement, see reconciliation below


POWER SOLUTIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(in thousands, except par values)    As of
September 30,
2022
(unaudited)
    As of
December 31,
2021
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 16,477     $ 6,255  

Restricted cash

     3,565       3,477  

Accounts receivable, net of allowances of $3,115 and $3,420 as of September 30, 2022 and December 31, 2021, respectively

     82,732       65,110  

Income tax receivable

     567       4,276  

Inventories, net

     127,221       142,192  

Prepaid expenses and other current assets

     17,849       8,918  
  

 

 

   

 

 

 

Total current assets

     248,411       230,228  
  

 

 

   

 

 

 

Property, plant and equipment, net

     14,389       17,344  

Intangible assets, net

     6,186       7,784  

Goodwill

     29,835       29,835  

Other noncurrent assets

     12,762       15,347  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 311,583     $ 300,538  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

    

Current liabilities:

    

Accounts payable

   $ 73,120     $ 93,256  

Current maturities of long-term debt

     217       254  

Revolving line of credit

     130,000       130,000  

Other short-term financing

     81,001       25,000  

Other accrued liabilities

     42,618       34,801  
  

 

 

   

 

 

 

Total current liabilities

     326,956       283,311  
  

 

 

   

 

 

 

Deferred income taxes

     1,041       1,016  

Long-term debt, net of current maturities

     455       25,636  

Noncurrent contract liabilities

     3,412       3,330  

Other noncurrent liabilities

     19,479       29,268  
  

 

 

   

 

 

 

TOTAL LIABILITIES

   $ 351,343     $ 342,561  
  

 

 

   

 

 

 

STOCKHOLDERS’ DEFICIT

    

Preferred stock – $0.001 par value. Shares authorized: 5,000. No shares issued and outstanding at all dates.

   $ —       $ —    

Common stock – $0.001 par value; 50,000 shares authorized; 23,117 shares issued; 22,950 and 22,926 shares outstanding at September 30, 2022 and December 31, 2021, respectively

     23       23  

Additional paid-in capital

     157,603       157,436  

Accumulated deficit

     (196,415     (198,366

Treasury stock, at cost, 167 and 191 shares at September 30, 2022 and December 31, 2021, respectively

     (971     (1,116
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ DEFICIT

     (39,760     (42,023
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

   $ 311,583     $ 300,538  
  

 

 

   

 

 

 


POWER SOLUTIONS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

(in thousands)    For the Three Months Ended
September 30,
    For the Nine Months Ended
September 30,
 
     2022     2021     2022     2021  

Cash used in operating activities

        

Net income (loss)

   $ 3,192     $ (7,177   $ 1,951     $ (40,898

Adjustments to reconcile net income (loss) to net cash used in operating activities:

        

Amortization of intangible assets

     526       634       1,598       1,901  

Depreciation

     1,139       1,202       3,532       3,647  

Stock-based compensation expense

     62       102       315       334  

Amortization of financing fees

     447       475       1,730       2,102  

Deferred income taxes

     250       (192     25       179  

Other adjustments, net

     418       149       900       652  

Changes in operating assets and liabilities:

        

Accounts receivable, net

     4,071       5,034       (17,635     5,611  

Income taxes receivable

     3,710       —         3,710       —    

Inventory, net

     3,500       (15,750     14,548       (37,167

Prepaid expenses and other assets

     (4,689     (2,508     (6,289     (2,497

Accounts payable

     (2,780     10,323       (20,186     58,798  

Accrued expenses

     3,627       (16,789     7,802       (26,911

Other noncurrent liabilities

     (987     (365     (9,708     (4,852
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     12,486       (24,862     (17,707     (39,101
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash (used in) provided by investing activities

        

Capital expenditures

     (483     (971     (991     (2,156

Return of investment in joint venture

     —         82       —         2,263  

Other investing activities, net

     —         52       —         88  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (483     (837     (991     195  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash provided by (used in) financing activities

        

Repayments of long-term debt and lease liabilities

     (38     (93     (203     (286

Proceeds from short-term financings

     1,762       26,171       31,582       26,309  

Repayment of short-term financings

     (581     (708     (581     (708

Payments of deferred financing costs

     (1     (13     (1,787     (2,562

Other financing activities, net

     (1     (36     (3     (40
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

     1,141       25,321       29,008       22,713  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

     13,144       (378     10,310       (16,193

Cash, cash equivalents, and restricted cash at beginning of the period

     6,898       8,452       9,732       24,267  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash at end of the period

   $ 20,042     $ 8,074     $ 20,042     $ 8,074  
  

 

 

   

 

 

   

 

 

   

 

 

 


Non-GAAP Financial Measures

In addition to the results provided in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) above, this report also includes non-GAAP (adjusted) financial measures. Non-GAAP financial measures provide insight into selected financial information and should be evaluated in the context in which they are presented. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies. The non-GAAP financial measures should be considered in conjunction with the consolidated financial statements, including the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated below.

 

Non-GAAP Financial Measure

  

Comparable GAAP Financial Measure

Adjusted net income (loss)    Net income (loss)
Adjusted earnings (loss) per share    Earnings (loss) per common share – diluted
EBITDA    Net income (loss)
Adjusted EBITDA    Net income (loss)

The Company believes that Adjusted net income (loss), Adjusted earnings (loss) per share, EBITDA, and Adjusted EBITDA provide relevant and useful information, which is widely used by analysts, investors and competitors in its industry as well as by the Company’s management in assessing the performance of the Company. Adjusted net income (loss) is defined as net income (loss) as adjusted for certain items that the Company believes are not indicative of its ongoing operating performance. Adjusted earnings (loss) per share is a measure of the Company’s diluted earnings (loss) per common share adjusted for the impact of special items. EBITDA provides the Company with an understanding of earnings before the impact of investing and financing charges and income taxes. Adjusted EBITDA further excludes the effects of other non-cash charges and certain other items that do not reflect the ordinary earnings of the Company’s operations.

Adjusted net income (loss), Adjusted earnings (loss) per share, EBITDA, and Adjusted EBITDA are used by management for various purposes, including as a measure of performance of the Company’s operations and as a basis for strategic planning and forecasting. Adjusted net income (loss), Adjusted earnings (loss) per share, and Adjusted EBITDA may be useful to an investor because these measures are widely used to evaluate companies’ operating performance without regard to items excluded from the calculation of such measures, which can vary substantially from company to company depending on the accounting methods, the book value of assets, the capital structure and the method by which the assets were acquired, among other factors. They are not, however, intended as alternative measures of operating results or cash flow from operations as determined in accordance with U.S. GAAP.

The following table presents a reconciliation from Net income (loss) to Adjusted net income (loss) for the three and nine months ended September 30, 2022 and 2021:

 

(in thousands)    For the Three Months Ended
September 30,
     For the Nine Months Ended
September 30,
 
     2022      2021      2022      2021  

Net income (loss)

   $ 3,192      $ (7,177    $ 1,951      $ (40,898

Stock-based compensation 1

     62        102        315        334  

Severance 2

     (2      (2      462        690  

Internal control remediation 3

     (49      268        448        971  

Government investigations and other legal matters 4

     956        1,968        2,457        17,887  

Discrete income tax items 5

     —          —          —          (555
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted net income (loss)

   $ 4,159      $ (4,841    $ 5,633      $ (21,571
  

 

 

    

 

 

    

 

 

    

 

 

 


The following table presents a reconciliation from Income (Loss) per common share – diluted to Adjusted income (loss) per share – diluted for the three and nine months ended September 30, 2022 and 2021:

 

     For the Three Months Ended
September 30,
     For the Nine Months Ended
September 30,
 
     2022      2021      2022      2021  

Earnings (Loss) per common share – diluted

   $ 0.14      $ (0.31    $ 0.09      $ (1.79

Stock-based compensation 1

     —          —          0.01        0.01  

Severance 2

     —          —          0.02        0.03  

Internal control remediation 3

     —          0.01        0.02        0.04  

Government investigations and other legal matters 4

     0.04        0.09        0.11        0.78  

Discrete income tax items 5

     —          —          —          (0.02
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted earnings (loss) per share

   $ 0.18      $ (0.21    $ 0.25      $ (0.95

Diluted shares (in thousands)

     22,959        22,920        22,944        22,902  

The following table presents a reconciliation from Net income (loss) to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021:

 

(in thousands)    For the Three Months Ended
September 30,
     For the Nine Months Ended
September 30,
 
     2022      2021      2022      2021  

Net income (loss)

   $ 3,192      $ (7,177    $ 1,951      $ (40,898

Interest expense

     3,615        1,623        8,729        5,253  

Income tax expense (benefit)

     415        (133      14        (281

Depreciation

     1,139        1,202        3,532        3,647  

Amortization of intangible assets

     526        634        1,598        1,901  
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA

     8,887        (3,851      15,824        (30,378

Stock-based compensation 1

     62        102        315        334  

Severance 2

     (2      (2      462        690  

Internal control remediation 3

     (49      268        448        971  

Government investigations and other legal matters 4

     956        1,968        2,457        17,887  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 9,854      $ (1,515    $ 19,506      $ (10,496
  

 

 

    

 

 

    

 

 

    

 

 

 

 

1.

Amounts reflect non-cash stock-based compensation expense.

2.

Amounts represent severance and other post-employment costs for certain former employees of the Company.

3.

Amounts represent professional services fees related to the Company’s efforts to remediate internal control material weaknesses including certain costs to upgrade IT systems.

4.

Amounts include professional services fees for the three and nine months ended September 30, 2022 of a benefit of less than $(0.1) million, resulting from credit for prior legal fees, and expense of $0.1 million, respectively, and expense of $1.6 million and $15.2 million, respectively, for the three and nine months ended September 30, 2021, related to costs to indemnify certain former officers and employees of the Company. The Company is obligated to pay legal costs of certain former officers and employees in accordance with Company bylaws and certain indemnification agreements. As further discussed in Note 9. Commitments and Contingencies of Part I, Item 1. Financial Statements, the Company fully exhausted its historical primary directors’ and officers’ insurance coverage in connection with these matters during the first quarter of 2020. Also included are professional services fees and reserves related to certain other legal matters.

5.

Amounts reflect adjustments for impacts of the CARES Act for the three and nine months ended September 30, 2021.