Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 28, 2013 | Feb. 24, 2014 | Jun. 28, 2013 |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Synalloy Corporation | ' | ' |
Entity Central Index Key | '0000095953 | ' | ' |
Current Fiscal Year End Date | '--12-28 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $93 |
Entity Common Stock, Shares Outstanding | ' | 8,695,234 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 28-Dec-13 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
Current assets | ' | ' |
Cash and cash equivalents | $1,776,763 | $1,085,261 |
Accounts receivable, less allowance for doubtful accounts of $1,079,288 and $1,312,715 respectively | 34,089,364 | 31,177,526 |
Inventories, net | ' | ' |
Raw materials | 16,557,350 | 13,975,628 |
Work-in-process | 20,402,032 | 13,773,037 |
Finished goods | 18,897,421 | 22,414,727 |
Total inventories | 55,856,803 | 50,163,392 |
Deferred income taxes | 3,776,647 | 2,981,439 |
Prepaid expenses and other current assets | 4,111,775 | 5,514,530 |
Total current assets | 99,611,352 | 90,922,148 |
Cash value of life insurance | 2,007,419 | 2,549,220 |
Property, plant and equipment, net | 35,883,376 | 28,034,930 |
Goodwill | 18,252,678 | 18,252,678 |
Intangible asset, net | 6,930,000 | 8,460,000 |
Deferred charges, net and other non-current assets | 575,546 | 287,564 |
Total assets | 163,260,371 | 148,506,540 |
Current liabilities | ' | ' |
Current portion of long-term debt | 2,533,908 | 2,274,054 |
Accounts payable | 12,430,290 | 10,523,788 |
Accrued expenses | 9,511,528 | 12,083,499 |
Current portion of environmental reserves | 147,500 | 122,000 |
Total current liabilities | 24,623,226 | 25,003,341 |
Long-term debt | 20,904,708 | 37,593,309 |
Long-term environmental reserves | 478,500 | 518,000 |
Long-term deferred compensation | 219,794 | 263,872 |
Long-term contingent consideration | 3,362,031 | 5,708,831 |
Deferred income taxes | 7,573,999 | 7,645,119 |
Shareholders' equity | ' | ' |
Common stock, par value $1 per share - authorized 12,000,000 shares; issued 10,300,000 shares and 8,000,000 shares, respectively | 10,300,000 | 8,000,000 |
Capital in excess of par value | 33,657,714 | 1,398,612 |
Retained earnings | 76,337,597 | 76,836,761 |
Shareholders' equity before treasury stock | 120,295,311 | 86,235,373 |
Less cost of common stock in treasury: 1,612,200 and 1,643,267 shares, respectively | 14,197,198 | 14,461,305 |
Total shareholders' equity | 106,098,113 | 71,774,068 |
Commitments and contingencies – See Note 11 | ' | ' |
Total liabilities and shareholders' equity | $163,260,371 | $148,506,540 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
Current assets | ' | ' |
Accounts receivable, allowance for doubtful accounts | $1,079,288 | $1,312,715 |
Shareholders' equity | ' | ' |
Common stock, par value (in dollars per share) | $1 | $1 |
Common stock, shares authorized (in shares) | 12,000,000 | 12,000,000 |
Common stock, shares issued (in shares) | 10,300,000 | 8,000,000 |
Common stock in treasury, at cost (in shares) | 1,612,200 | 1,643,267 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Income Statement [Abstract] | ' | ' | ' |
Net sales | $220,749,554 | $197,658,874 | $170,575,298 |
Cost of sales | 201,547,470 | 175,730,511 | 149,485,455 |
Gross profit | 19,202,084 | 21,928,363 | 21,089,843 |
Selling, general and administrative expense | 17,387,857 | 14,140,355 | 12,284,478 |
Operating income | 1,814,227 | 7,788,008 | 8,805,365 |
Other (income) and expense | ' | ' | ' |
Interest expense | 1,357,328 | 600,893 | 140,784 |
Acquisition related costs | 264,186 | 880,583 | 0 |
Change in fair value of interest rate swap | -740,832 | 113,648 | 0 |
Gain on bargain purchase, net of taxes | -1,077,332 | 0 | 0 |
Other, net | -147,687 | -148,028 | -85,579 |
Income before income taxes | 2,158,564 | 6,340,912 | 8,750,160 |
Provision for income taxes | 398,000 | 2,106,000 | 2,953,000 |
Net income | $1,760,564 | $4,234,912 | $5,797,160 |
Net income per common share: | ' | ' | ' |
Basic (dollars per share) | $0.25 | $0.67 | $0.92 |
Diluted (dollars per share) | $0.25 | $0.66 | $0.91 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Common Stock [Member] | Capital in Excess of Par Value [Member] | Retained Earnings [Member] | Cost of Common Stock in Treasury [Member] |
Balance balance at Jan. 01, 2011 | $63,875,101 | $8,000,000 | $942,707 | $69,981,395 | ($15,049,001) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 5,797,160 | ' | ' | 5,797,160 | ' |
Payment of dividends | -1,580,404 | ' | ' | -1,580,404 | ' |
Issuance of shares of common stock from the treasury | 88,588 | ' | -72,247 | ' | 160,835 |
Stock options exercised, net | 161,903 | ' | 6,876 | ' | 155,027 |
Employee stock option and grant compensation | 276,553 | ' | 276,553 | ' | ' |
Ending balance at Dec. 31, 2011 | 68,618,901 | 8,000,000 | 1,153,889 | 74,198,151 | -14,733,139 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 4,234,912 | ' | ' | 4,234,912 | ' |
Payment of dividends | -1,596,302 | ' | ' | -1,596,302 | ' |
Issuance of shares of common stock from the treasury | 54,919 | ' | -113,071 | ' | 167,990 |
Stock options exercised, net | 123,888 | ' | 20,044 | ' | 103,844 |
Employee stock option and grant compensation | 337,750 | ' | 337,750 | ' | ' |
Ending balance at Dec. 29, 2012 | 71,774,068 | 8,000,000 | 1,398,612 | 76,836,761 | -14,461,305 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 1,760,564 | ' | ' | 1,760,564 | ' |
Payment of dividends | -2,259,728 | ' | ' | -2,259,728 | ' |
Issuance of shares of common stock from the treasury | 121,196 | ' | -33,545 | ' | 154,741 |
Stock options exercised, net | 138,026 | ' | 28,660 | ' | 109,366 |
Employee stock option and grant compensation | 331,362 | ' | 331,362 | ' | ' |
Issuance of common stock | 34,232,625 | 2,300,000 | 31,932,625 | ' | ' |
Ending balance at Dec. 28, 2013 | $106,098,113 | $10,300,000 | $33,657,714 | $76,337,597 | ($14,197,198) |
Consolidated_Statements_of_Sha1
Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' |
Payment of dividends (dollars per share) | $0.26 | $0.25 | $0.25 |
Issuance of shares of common stock from the treasury (in shares) | 17,572 | 19,089 | 18,280 |
Stock options exercised, net (shares) | 13,495 | 11,800 | 18,155 |
Issuance of common stock (shares) | 2,300,000 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Operating activities | ' | ' | ' |
Net income | $1,760,564 | $4,234,912 | $5,797,160 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ' | ' | ' |
Depreciation expense | 3,516,374 | 2,831,718 | 2,631,864 |
Amortization expense | 1,597,578 | 567,693 | 26,958 |
Deferred income taxes | -1,467,068 | 53,697 | 121,192 |
Gain on bargain purchase, net of taxes | -1,077,332 | 0 | 0 |
(Reduction of) provision for losses on accounts receivable | -231,230 | 106,883 | 792,719 |
Provision for (reduction of) losses on inventories | 169,810 | 484,070 | -599,981 |
Loss (gain) on sale of property, plant and equipment | 2,695 | -76,184 | 198 |
Cash value of life insurance | -161,530 | -190,996 | -62,864 |
Change in fair value of interest rate swap | -740,832 | 113,648 | 0 |
Environmental reserves | -14,000 | 0 | -296,456 |
Issuance of treasury stock for director fees | 127,989 | 99,995 | 78,704 |
Employee stock option and grant compensation | 331,362 | 337,750 | 276,553 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -2,057,069 | 246,899 | -7,402,098 |
Inventories | -5,630,450 | -1,906,355 | -8,110,000 |
Other assets and liabilities, net | -315,099 | -1,668,773 | -973,550 |
Accounts payable | 1,540,605 | -4,151,832 | 2,369,076 |
Accrued expenses | -2,171,957 | 1,195,374 | 1,806,371 |
Accrued income taxes | -722,208 | -643,636 | -313,626 |
Net cash (used in) provided by operating activities | -5,541,798 | 1,634,863 | -3,857,780 |
Investing activities | ' | ' | ' |
Purchases of property, plant and equipment | -5,766,091 | -4,739,728 | -3,185,129 |
Proceeds from sale of property, plant and equipment | 141,646 | 153,850 | 31,490 |
Cash received from Palmer of Texas acquisition | 0 | 1,389,054 | 0 |
Proceeds from life insurance settlement | 703,331 | 734,206 | 0 |
Net cash used in investing activities | -9,448,876 | -30,357,827 | -3,153,639 |
Financing activities | ' | ' | ' |
Net (payments on) borrowings from line of credit | -18,060,894 | 9,410,463 | 8,431,156 |
Borrowings from long-term debt | 4,033,250 | 22,500,000 | 0 |
Payments on long-term debt | -2,401,103 | -759,962 | 0 |
Proceeds from notes receivable | 0 | 20,000 | 0 |
Proceeds from sale of common stock | 34,232,625 | 0 | 0 |
Proceeds from exercised stock options | 138,026 | 123,888 | 161,903 |
Dividends paid | -2,259,728 | -1,596,302 | -1,580,404 |
Net cash provided by financing activities | 15,682,176 | 29,698,087 | 7,012,655 |
Increase in cash and cash equivalents | 691,502 | 975,123 | 1,236 |
Cash and cash equivalents at beginning of year | 1,085,261 | 110,138 | ' |
Cash and cash equivalents at end of year | 1,776,763 | 1,085,261 | 110,138 |
Palmer of Texas [Member] | ' | ' | ' |
Investing activities | ' | ' | ' |
Acquisition | 0 | -27,895,209 | 0 |
Color Resources, LLC [Member] | ' | ' | ' |
Investing activities | ' | ' | ' |
Acquisition | ($4,527,762) | $0 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
Summary of Significant Accounting Policies | |||||
Description of Business | |||||
Synalloy Corporation, a Delaware corporation, was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945. Its charter is perpetual. The name was changed on July 31, 1967 from Blackman Uhler Industries, Inc. On June 3, 1988, the state of incorporation was changed from South Carolina to Delaware. The Company's executive offices are located at 775 Spartan Boulevard, Suite 102, Spartanburg, South Carolina 29301 and 4301 Dominion Boulevard, Suite 130, Glen Allen, Virginia 23060. | |||||
The Company's business is divided into two segments, the Metals Segment and the Specialty Chemicals Segment. The Metals Segment operates as BRISMET, BristolFab, Ram-Fab and Palmer. BRISMET manufactures pipe, BristolFab fabricates piping systems from stainless and carbon steel and other alloys, Ram-Fab fabricates piping systems from chrome, stainless and carbon steel and other alloys, and Palmer manufactures liquid storage solutions and separation equipment. The Specialty Chemicals Segment operates as Manufacturers Chemicals and CRI Tolling and produces specialty chemicals. | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The Metals Segment is comprised of three wholly-owned subsidiaries: Synalloy Metals, Inc. which owns 100 percent of Bristol Metals, LLC, located in Bristol, Tennessee; Ram-Fab, LLC, located in Crossett, Arkansas and Palmer of Texas Tanks, Inc, located in Andrews, Texas. The Specialty Chemicals Segment consists of two wholly-owned subsidiaries: Manufacturers Soap and Chemical Company which owns 100 percent of Manufacturers Chemicals, LLC, located in Cleveland, Tennessee and Dalton, Georgia and CRI Tolling, LLC, located in Fountain Inn, South Carolina. All significant intercompany transactions have been eliminated. | |||||
Accounting Period | |||||
The Company's fiscal year is the 52 or 53 week period ending the Saturday nearest to December 31. Fiscal year 2013 ended on December 28, 2013, fiscal year 2012 ended on December 29, 2012 and fiscal year 2011 ended on December 31, 2011, each year having 52 weeks. | |||||
Cash and Cash Equivalents | |||||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances at financial institutions with strong credit ratings. | |||||
Accounts Receivable | |||||
Accounts receivable from the sale of products are recorded at net realizable value and the Company generally grants credit to customers on an unsecured basis. Substantially all of the Company's accounts receivables are due from companies located throughout the United States. The Company provides an allowance for doubtful collections and for disputed claims and quality issues. The allowance is based upon a review of outstanding receivables, historical collection information and existing economic conditions. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables are generally due within 30 to 60 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. | |||||
Included in the stock purchase agreement (the "SPA") of Palmer, the sellers guaranteed the collectability of the acquired accounts receivable. Per the SPA, at 120 days after the acquisition date, an allowance for doubtful accounts was established for all open, pre-acquisition receivables of $821,000, with an offsetting increase in the amount due from the sellers during the year ended December 29, 2012. Subsequent collections on these accounts by the Company will be reimbursed to the sellers. | |||||
Inventories | |||||
Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out ("FIFO") method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and current market conditions. Based upon historical results, the Company also maintains an inventory reserve to provide for the amount of estimated inventory quantity loss since the last physical inventory. As of December 28, 2013 and December 29, 2012, inventories have been reduced by $2,217,000 and $2,383,000, respectively, for obsolescence, market and physical inventory reserves. | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful life of the assets. Land improvements and buildings are depreciated over a range of ten to 40 years, and machinery, fixtures and equipment are depreciated over a range of three to 20 years. The costs of software licenses are amortized over five years using the straight-line method. The Company continually reviews the recoverability of the carrying value of long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. When the future undiscounted cash flows of the operation to which the assets relate do not exceed the carrying value of the asset, the assets are written down to fair value. | |||||
Goodwill, Intangible Assets and Deferred Charges | |||||
Goodwill, arising from the excess of purchase price over fair value of net assets of businesses acquired, is not amortized but is reviewed annually in the fourth quarter for impairment. Intangible assets represents the fair value of intellectual, non-physical assets resulting from a business acquisition. Deferred charges represent other intangible assets such as debt service costs. Intangible assets are amortized over their estimated useful lives using an accelerated method. Deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from 3 to 10 years and intangible assets are amortized over a period of 15 years. Deferred charges and intangible assets totaled $9,407,000 and $9,353,000 at December 28, 2013 and December 29, 2012, respectively. Accumulated amortization of deferred charges and intangible assets as of December 28, 2013 and December 29, 2012 totaled $2,203,000 and $605,000, respectively. Estimated amortization expense for the next five fiscal years based on existing deferred charges and intangible assets is: 2014 - $1,362,000, 2015 - $1,168,000, 2016 - $999,000; 2017 - $870,000; 2018 - $706,000; and thereafter - $2,099,000. The Company recorded amortization expense of $1,598,000, $568,000 and $27,000 for 2013, 2012 and 2011, respectively. | |||||
Revenue Recognition | |||||
Revenue from product sales is recognized at the time ownership of goods transfers to the customer and the earnings process is complete, which is typically on the date the inventory is shipped to the customer. | |||||
Shipping Costs | |||||
Shipping costs of approximately $4,871,000, $3,445,000 and $3,088,000 in 2013, 2012 and 2011, respectively, are recorded in cost of goods sold. | |||||
Research and Development Expenses | |||||
The Company incurred research and development expense of approximately $558,000, $612,000 and $352,000 in 2013, 2012 and 2011, respectively. | |||||
Earnings Per Share of Common Stock | |||||
Earnings per share of common stock are computed based on the weighted average number of shares outstanding during each period. See Note 12. | |||||
Fair Value Disclosures | |||||
The Company makes estimates of fair value in accounting for certain transactions, in testing and measuring impairment, and in providing disclosures of fair value in its consolidated financial instruments. The Company determines the fair values of its financial instruments for disclosure purposes by maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Fair value disclosures for assets and liabilities are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: | |||||
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||
Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are less active. | |||||
Level 3 - Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques. | |||||
Estimates of fair value using levels 2 and 3 may require judgments as to the timing and amount of cash flows, discount rates, and other factors requiring significant judgment, and the outcomes may vary widely depending on the selection of these assumptions. The Company's most significant fair value estimates in 2013 and 2012 related to purchase accounting adjustments in the CRI and Palmer acquisitions, including the measurement of the contingent consideration, estimating the fair value of the reporting units in testing goodwill for impairment, estimating the fair value of the interest rate swaps, and providing disclosures of the fair values of financial instruments. | |||||
As of December 28, 2013 and December 29, 2012, the carrying amount for cash and cash equivalents, accounts receivable, accounts payable and borrowings under the Company's line of credit and term loan, which are based on variable interest rates, approximates their fair value. | |||||
The Company does not currently have any Level 1 financial assets or liabilities. The Company has three Level 2 financial assets and liabilities. Cash value of life insurance had a fair value of $2,007,000 and $2,549,000 at December 28, 2013 and December 29, 2012, respectively. The fair value of the life insurance policies was determined by the underwriting insurance company's valuation models and represents the guaranteed value the Company would receive upon surrender of these policies. Changes in the policies' fair value were recorded in non-current assets with corresponding offsetting entries to selling, general and administrative expense. Also, the fair value of the Palmer swap was an asset of $301,000 and a liability of $450,000 at December 28, 2013 and December 29, 2012, respectively. The fair value of the CRI swap was a liability of $80,000 at December 28, 2013. The interest rate swaps were priced using discounted cash flow techniques which are corroborated by using non-binding market prices. Changes in the swaps' fair value were recorded in current assets or liabilities, as appropriate, with corresponding offsetting entries to other income (expense). Significant inputs to the discounted cash flow model include projected future cash flows based on projected one-month LIBOR and the average margin for companies with similar credit ratings and similar maturities. These are classified as Level 2 as they are not actively traded and are valued using pricing models that use observable market inputs. | |||||
The contingent consideration payments, discussed in Note 16, are classified as Level 3. The amount of the total earn-out liability to the prior owners was determined using management's best estimate of Palmer's earnings before interest, taxes, depreciation and amortization ("EBITDA") for the three-year earn-out period which will determine the amount of the ultimate payment to be made. Factors such as volume increases, selling price increases and inflation were used to develop a base projection. The Company believes additional costs will be required to improve employee turnover, safety, internal controls, etc. These estimated costs were deducted in order to determine projected EBITDA. The Company's current cost of borrowing was used to determine the present value of these expected payments. Each quarter-end, the Company re-evaluates their assumptions and adjustments to the estimated present value of the expected payments to be made, if required. | |||||
The following table presents a summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis for 2013 and 2012: | |||||
Level 3 Inputs | |||||
Balance at December 31, 2011 | $ | — | |||
Present value contingent consideration liability associated with the Palmer acquisition | 8,152,031 | ||||
Interest expense charged during the year | 56,800 | ||||
Change in fair value of contingent consideration liability | — | ||||
Balance at December 29, 2012 | 8,208,831 | ||||
Interest expense charged during the year | 153,200 | ||||
Change in fair value of contingent consideration liability | — | ||||
Payment to Palmer sellers | (2,500,000 | ) | |||
Balance at December 28, 2013 | $ | 5,862,031 | |||
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the years ended December 28, 2013 or December 29, 2012. There have also been no changes in the fair value methodologies used by the Company. | |||||
Use of Estimates | |||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions, primarily for testing goodwill for impairment, determining proper period-end balances for certain employee benefit accruals, estimating fair value of identifiable assets acquired and liabilities assumed as a result of business acquisitions and for establishing reserves on accounts receivable, inventories and environmental issues, that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||||
Concentrations of Credit Risk | |||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits, trade accounts receivable and cash surrender value of life insurance. The cash surrender value of life insurance is the contractual amount on policies maintained with one insurance company. The Company performs a periodic evaluation of the relative credit standing of this company as it relates to the insurance industry. | |||||
Reclassifications | |||||
Certain prior year amounts have been reclassified to conform to the current year presentation in the accompanying consolidated financial statements. These reclassifications had no material effect on previously reported results of operations or shareholders' equity. | |||||
Subsequent Events | |||||
Management has evaluated subsequent events through the date of filing this Form 10-K. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Dec. 28, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property, Plant and Equipment | ||||||||
Property, plant and equipment consist of the following: | ||||||||
2013 | 2012 | |||||||
Land | $ | 912,213 | $ | 732,213 | ||||
Land improvements | 713,545 | 707,286 | ||||||
Buildings | 21,082,454 | 16,225,324 | ||||||
Machinery, fixtures and equipment | 52,381,064 | 47,588,233 | ||||||
Construction-in-progress | 5,023,108 | 3,748,831 | ||||||
80,112,384 | 69,001,887 | |||||||
Less accumulated depreciation | 44,229,008 | 40,966,957 | ||||||
Property, plant and equipment, net | $ | 35,883,376 | $ | 28,034,930 | ||||
The Company recorded depreciation expense of $3,516,000, $2,832,000, and $2,632,000 for 2013, 2012 and 2011, respectively. |
Longterm_Debt
Long-term Debt | 12 Months Ended | |||||||
Dec. 28, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt | ' | |||||||
Long-term Debt | ||||||||
2013 | 2012 | |||||||
$ 25,000,000 Revolving line of credit, due August 21, 2015 | $ | — | $ | 18,060,894 | ||||
$ 22,500,000 Term loan, due August 21, 2022 | 19,500,000 | 21,750,000 | ||||||
$4,033,250 Mortgage, due August 19, 2023 | 3,938,616 | — | ||||||
Vehicle loan | — | 56,469 | ||||||
23,438,616 | 39,867,363 | |||||||
Less current portion | 2,533,908 | 2,274,054 | ||||||
Long-term debt, less current portion | $ | 20,904,708 | $ | 37,593,309 | ||||
On June 30, 2010, the Company entered into a Credit Agreement with a regional bank to provide a $20,000,000 line of credit that was to expire on June 30, 2013. This agreement was amended by the bank on August 19, 2011 to extend the maturity date of the Credit Agreement by one additional year to June 30, 2014. In connection with the Palmer acquisition discussed in Note 16, on August 21, 2012, the Company modified the Credit Agreement to increase the limit of the credit facility by $5,000,000 to a maximum of $25,000,000, and extended the maturity date to August 21, 2015. On October 22, 2012, the Company modified this agreement to increase the limit by an additional $5,000,000 to a maximum of $30,000,000. This increase was in effect for one year and the maximum line of credit reverted back to $25,000,000 on October 22, 2013. None of the other provisions of the Credit Agreement were changed as a result of this modification. Interest on the Credit Agreement is calculated using the One Month LIBOR (as defined in the Credit Agreement), plus a pre-defined spread, based on the Company's Total Funded Debt to EBITDA ratio (as defined in the Credit Agreement). Borrowings under the line of credit are limited to an amount equal to a borrowing base calculation that includes eligible accounts receivable, inventories and other non-capital assets. | ||||||||
The Credit Agreement modification on August 21, 2012 also provided for a ten-year term loan in the amount of $22,500,000 that requires equal monthly payments of $187,500 plus interest. In conjunction with the new term loan, to mitigate the variability of the interest rate risk, the Company entered into an interest rate swap contract (the "Palmer swap") on August 21, 2012 with its current bank. The Palmer swap was for an initial notional amount of $22,500,000 with a fixed interest rate of 3.74 percent, and a term of ten years, expiring on August 21, 2022, which is consistent with the maturity of the term loan. The notional amount of the interest rate swap decreases as monthly principal payments are made. | ||||||||
In connection with acquisition of CRI, discussed in Note 16, on August 9, 2013 the Company amended its Credit Agreement for a new ten-year term loan in the amount of $4,033,250, with monthly principal payments customized to account for the 20 year amortization of the real estate assets combined with a 5-year amortization of the equipment assets purchased. In conjunction with the new term loan, to mitigate the variability of interest rate risk, the Company entered into an interest rate swap contract (the "CRI swap") on September 3, 2013. The CRI swap was for an initial notional amount of $4,033,250 with a fixed interest rate of 4.83 percent and runs for ten years to August 19, 2023, which equates to the due date of the term loan. The notional amount of the interest rate swap decreases as monthly principal payments are made. | ||||||||
Although both swap agreements are expected to effectively offset variable interest in the borrowings, hedge accounting will not be utilized. Therefore, changes in their fair value are being recorded in current assets or liabilities, as appropriate, with corresponding offsetting entries to other income (expense). The Company recorded a $301,000 asset and a $450,000 liability for the fair value of the Palmer swap as of December 28, 2013 and December 29, 2012, respectively. During 2012, a portion of the initial change in fair value on the Palmer swap was deemed to be attributable to a cost of underwriting the term loan obtained for the Palmer acquisition, therefore $337,000 of the total change in fair value was classified as an acquisition cost, and the remainder as other income (expense). As of December 28, 2013, the Company recorded an $80,000 liability for the fair value of the CRI swap. During 2013, a portion of the initial change in fair value on the CRI swap was deemed to be attributable to a cost of underwriting the term loan obtained for the CRI Tolling acquisition; therefore $70,000 of the total change in fair value was classified as an acquisition cost, and the remainder as other income (expense). In future periods, the change in fair value will be charged or credited to other income or expense. | ||||||||
Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible properties, including the acquired assets of Palmer and CRI. Covenants under the Credit Agreement include maintaining a certain Total Funded Debt to EBITDA ratio (as defined in the Credit Agreement), a minimum tangible net worth, and total liabilities to tangible net worth ratio. The Company will also be limited to a maximum amount of capital expenditures per year, which is in line with the Company's currently projected needs. At December 28, 2013, the Company was in compliance with all debt covenants. | ||||||||
The line of credit interest rates were 2.16 percent, 2.21 percent, and 1.78 percent at December 28, 2013, December 29, 2012, and December 31, 2011, respectively. Additionally, the Company is required to pay a fee equal to 0.125 percent on the average daily unused amount of the line of credit on a quarterly basis. No amounts were borrowed on the line of credit as of December 28, 2013 resulting in $25,000,000 available for borrowing under the line of credit at December 28, 2013. Average line of credit borrowings outstanding during fiscal 2013, 2012 and 2011 were $19,860,000, $11,045,000 and $5,663,000 with weighted average interest rates of 1.74 percent, 1.82 percent and 1.73 percent, respectively. The average borrowings for 2013 was determined based on the period the Company had an outstanding balance on the line of credit, which was completely paid in October 2013. | ||||||||
The Company also had one vehicle loan with a bank that was acquired with the acquisition of Palmer (Note 16) and was paid in full during 2013. Monthly installments of $2,039 including principal and interest were due on the loan, expiring April 16, 2015. The interest rate on the vehicle loan was fixed at 0.90 percent. The vehicle loan was secured by the vehicle. | ||||||||
Scheduled maturities of total long-term debt obligations are as follows: 2014 - $2,534,000; 2015 - $2,534,000; 2016 - $2,534,000; 2017 - $2,534,000; 2018 - $2,497,000; and thereafter - $10,806,000. | ||||||||
The Company made interest payments on all credit facilities of $1,202,000 in 2013, $492,000 in 2012 and $114,000 in 2011. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 28, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued Expenses | ||||||||
Accrued expenses consist of the following: | ||||||||
2013 | 2012 | |||||||
Salaries, wages and commissions | $ | 1,265,178 | $ | 3,275,685 | ||||
Current portion of contingent consideration | 2,500,000 | 2,500,000 | ||||||
Advances from customers | 1,826,510 | 2,015,246 | ||||||
Insurance | 1,229,440 | 1,008,434 | ||||||
Taxes, other than income taxes | 836,640 | 1,600,762 | ||||||
Benefit plans | 530,603 | 260,810 | ||||||
Interest | 31,015 | 482,503 | ||||||
Professional fees | 302,304 | 259,933 | ||||||
Interest rate swap liability | 80,498 | 450,248 | ||||||
Current portion of deferred compensation | 51,000 | 71,000 | ||||||
Other accrued items | 858,340 | 158,878 | ||||||
Total accrued expenses | $ | 9,511,528 | $ | 12,083,499 | ||||
Environmental_Compliance_Costs
Environmental Compliance Costs | 12 Months Ended |
Dec. 28, 2013 | |
Environmental Remediation Obligations [Abstract] | ' |
Environmental Compliance Costs | ' |
Environmental Compliance Costs | |
At December 28, 2013 and December 29, 2012, the Company had accrued $626,000 and $640,000, respectively, for remediation costs which, in management's best estimate, is sufficient to satisfy anticipated costs of known remediation requirements as outlined below. Expenditures related to costs currently accrued are not discounted to their present values and are expected to be made over the next three to four years. As a result of the evolving nature of the environmental regulations, the difficulty in estimating the extent and remedy of environmental contamination, and the availability and application of technology, the estimated costs for future environmental compliance and remediation are subject to uncertainties and it is not possible to predict the amount or timing of future costs of environmental matters which may subsequently be determined. | |
Prior to 1987, the Company utilized certain products at its chemical facilities that are currently classified as hazardous materials. Testing of the groundwater in the areas of the former wastewater treatment impoundments at these facilities disclosed the presence of certain contaminants. In addition, several solid waste management units ("SWMUs") at the plant sites have been identified. In 1998, the Company completed a Resource Conservation and Recovery Act ("RCRA") Facility Investigation at its Spartanburg, SC plant site, and based on the results, completed a Corrective Measures Study in 2000. A Corrective Measures Plan specifying remediation procedures to be performed was submitted in 2000 and the Company received regulatory approval. In prior years, remediation projects were completed to clean up all 14 SWMUs on the Spartanburg plant site at a cost of approximately $968,000. On October 2, 2009, the Company entered into an Asset Purchase Agreement and sold the Spartanburg facilities. As part of the Agreement, the purchaser agreed to assume any and all future unidentified environmental liabilities at the site and pay all future annual monitoring and reporting costs required by the RCRA permit covering the site. The Company has completed all of the RCRA-Permit required cleanup projects. | |
At the former Augusta, GA plant site, the Company submitted a Baseline Risk Assessment and Corrective Measures Plan for regulatory approval. A Closure and Post-Closure Care Plan was submitted and approved in 2001 for the closure of the surface impoundment (former regulated unit). The Company completed and certified closure of the surface impoundment during 2002. During 2005, the Company completed a preliminary analysis of remedial alternatives to eliminate direct contact with surface soils based on the Baseline Risk Assessment. In 2011, the Company identified a concentration of soil contamination. With the approval of the Georgia Department of Natural Resources, Environmental Protection Division ("EPD"), the affected soil was removed and the section of the property was backfilled with clean fill material plus selected chemicals to clean any impurities left behind. Based upon the soil remediation performed, the Company filed a Site-Wide Corrective Action Plan with the EPD in December 2011 to terminate the RCRA Permit. The Company has accrued $551,000 and $565,000 at December 28, 2013 and December 29, 2012, respectively, for estimated future remedial and cleanup costs. As part of the Asset Purchase Agreement for the Spartanburg facility, the purchaser also agreed to pay for all future annual monitoring and reporting costs at the Augusta facility required by the EPD. | |
The Company has identified and evaluated two SWMUs at its plant in Bristol, Tennessee that revealed residual groundwater contamination. An Interim Corrective Measures Plan to address the final area of contamination identified was submitted for regulatory approval and was approved in March 2005. The Company had $75,000 accrued at December 28, 2013 and December 29, 2012, to provide for estimated future remedial and cleanup costs. | |
The Company has been designated, along with others, as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act, or comparable state statutes, at two waste disposal sites. Notifications for these two sites were received by the Company in November 2007 and February 2008. The site represented by the November 2007 notification was settled during the current year. The Company was not named in the final settlement and was not required to make any payments. It is impossible to determine the ultimate costs related to the remaining site due to several factors such as the unknown possible magnitude of possible contamination, the unknown timing and extent of the corrective actions which may be required, and the determination of the Company's liability in proportion to the other parties. At the present time, the Company does not have sufficient information to form an opinion as to whether it has any liability, or the amount of such liability, if any. However, it is reasonably possible that some liability exists. | |
The Company was also named as one of many potentially responsible parties in a Superfund Site brought by the United States Environmental Protection Agency. Notification for this site was received on September 13, 2010. The Company qualified for a special de minimis party settlement at this site and upon payment of approximately $2,000, was able to be released from further consideration. | |
The Company does not anticipate any insurance recoveries to offset the environmental remediation costs it has incurred. Due to the uncertainty regarding court and regulatory decisions, and possible future legislation or rulings regarding the environment, many insurers will not cover environmental impairment risks, particularly in the chemical industry. Hence, the Company has been unable to obtain this coverage at an affordable price. |
Deferred_Compensation
Deferred Compensation | 12 Months Ended |
Dec. 28, 2013 | |
Compensation Related Costs [Abstract] | ' |
Deferred Compensation | ' |
Deferred Compensation | |
The Company has deferred compensation agreements with certain former officers providing for payments for the longer of ten years or life from age 65. The present value of such vested future payments, $271,000 at December 28, 2013 and $335,000 at December 29, 2012, has been accrued. |
Stock_Options_Stock_Grants_and
Stock Options, Stock Grants and New Stock | 12 Months Ended | ||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||
Stock Options, Stock Grants and New Stock Issues | ' | ||||||||||||||||||
Stock Options, Stock Grants and New Stock Issues | |||||||||||||||||||
A summary of activity in the Company's stock option plans is as follows: | |||||||||||||||||||
Weighted | Options | Weighted | Intrinsic | Options | |||||||||||||||
Average | Outstanding | Average | Value of | Available | |||||||||||||||
Exercise | Contractual | Options | |||||||||||||||||
Price | Term | ||||||||||||||||||
(in years) | |||||||||||||||||||
At January 1, 2011 | $ | 9.13 | 44,000 | 3.6 | $ | 131,670 | — | ||||||||||||
2011 option plan | 350,000 | ||||||||||||||||||
Granted January 24, 2011 | $ | 11.55 | 100,000 | (100,000 | ) | ||||||||||||||
Exercised | $ | 9.15 | (19,200 | ) | |||||||||||||||
Canceled / Expired | $ | 9.96 | (4,000 | ) | — | ||||||||||||||
At December 31, 2011 | $ | 11.28 | 120,800 | 8 | $ | 6,448 | 250,000 | ||||||||||||
Granted February 9, 2012 | $ | 11.35 | 36,740 | (36,740 | ) | ||||||||||||||
Granted August 21, 2012 | $ | 12.73 | 75,000 | (75,000 | ) | ||||||||||||||
Exercised | $ | 10.5 | (11,800 | ) | |||||||||||||||
Canceled / Expired | $ | — | — | — | |||||||||||||||
At December 29, 2012 | $ | 11.82 | 220,740 | 8.4 | $ | 367,937 | 138,260 | ||||||||||||
Granted February 7, 2013 | $ | 13.7 | 40,594 | (40,594 | ) | ||||||||||||||
Exercised | $ | 10.69 | (15,247 | ) | |||||||||||||||
Canceled / Expired | $ | 12.7 | (83,351 | ) | 83,351 | ||||||||||||||
At December 28, 2013 | $ | 11.95 | 162,736 | 7.5 | 582,894 | 181,017 | |||||||||||||
Exercisable options | $ | 11.26 | 40,591 | 6.8 | $ | 173,518 | |||||||||||||
Options expected to vest: | Grant Date Fair Value | ||||||||||||||||||
At December 31, 2011 | $ | 11.55 | 100,000 | 9.1 | $ | 7.93 | |||||||||||||
Granted February 9, 2012 | $ | 11.35 | 36,740 | $ | 5.03 | ||||||||||||||
Granted August 21, 2012 | $ | 12.73 | 75,000 | $ | 5.44 | ||||||||||||||
Vested | $ | 11.55 | (20,000 | ) | |||||||||||||||
At December 29, 2012 | $ | 11.97 | 191,740 | 8.9 | $ | 6.4 | |||||||||||||
Granted February 7, 2013 | $ | 13.7 | 40,594 | $ | 6.3 | ||||||||||||||
Vested | $ | 11.49 | (27,347 | ) | |||||||||||||||
Forfeited unvested options | $ | 12.71 | (82,842 | ) | |||||||||||||||
At December 28, 2013 | $ | 12.18 | 122,145 | 7.8 | $ | 7.19 | |||||||||||||
The following table summarizes information about stock options outstanding at December 28, 2013: | |||||||||||||||||||
Range of Exercise Prices | Outstanding Stock Options | Exercisable Stock Options | |||||||||||||||||
Shares | Weighted Average | Shares | Weighted Average Exercise Price | ||||||||||||||||
Exercise Price | Remaining Contractual Life in Years | ||||||||||||||||||
$ | 9.96 | 5,000 | $ | 9.96 | 1.09 | 5,000 | $ | 9.96 | |||||||||||
$ | 11.55 | 91,000 | $ | 11.55 | 7.07 | 16,000 | $ | 11.55 | |||||||||||
$ | 11.35 | 30,037 | $ | 11.35 | 8.12 | 19,591 | $ | 11.35 | |||||||||||
$ | 13.7 | 36,699 | $ | 13.7 | 9.11 | — | |||||||||||||
162,736 | 40,591 | ||||||||||||||||||
On January 21, 2011, the Board of Directors of the Company adopted the 2011 Long-Term Incentive Stock Option Plan (the "2011 Plan") which was approved by the shareholders at the April 28, 2011 Annual Meeting. The 2011 Plan authorizes the issuance of incentive options for up to 350,000 shares of the Company's common stock. All shares granted under this plan may be exercised beginning one year after the date of the grant at a rate of 20 percent annually on a cumulative basis and unexercised options expire ten years from the grant date. | |||||||||||||||||||
The Company granted options to purchase 100,000 shares of its common stock at an exercise price of $11.55 to its CEO on January 24, 2011. The per share weighted-average fair value of the stock options granted during 2011 was $7.93. The Black-Scholes model for this grant was based on a risk-free interest rate of 3.34 percent, an expected life of seven years, an expected volatility of 0.49 and a dividend yield of 2.10 percent. | |||||||||||||||||||
On February 9, 2012, the Company granted options to purchase 36,740 shares of its common stock at an exercise price of $11.35 to participants in the 2011 Plan and an additional 75,000 options were granted on August 21, 2012 to the President of Palmer in connection with his employment agreement with the Company at an exercise price of $12.73. The fair value of the option grants were $5.03 and $5.44, respectively. The fair value of the grants were estimated using the Black-Scholes option-pricing model based on a risk-free interest rate of 2.04 percent and 1.80 percent, respectively, an expected volatility of 0.53 and 0.51, respectively, with both grants using an expected life of seven years and a dividend yield of 2.10 percent. | |||||||||||||||||||
On February 7, 2013, the Company granted options to purchase 40,594 shares of its common stock at an exercise price of $13.70 per share to participants in the 2011 Plan. The stock options will vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the options to vest, the employee must be in the continuous employment of the Company since the date of the grant. Any portion of the grant that has not vested will be forfeited upon termination of employment. The Company may terminate any portion of the grant that has not vested upon an employee's failure to comply with all conditions of the award or the 2011 Plan. Shares representing grants that have not yet vested will be held in escrow by the Company. An employee will not be entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The per share weighted-average fair value of this stock option grant was $6.30. The Black-Scholes model for this grant was based on a risk-free interest rate of 2.00 percent, an expected life of seven years, an expected volatility of 0.53 and a dividend yield of 1.80 percent. | |||||||||||||||||||
Prior to the 2011 Plan, the Company had two stock option plans, neither of which have options available for future issuance after April 30, 2008. Under the 1998 Plan covering officers and key employees, options may be exercised beginning one year after date of grant at a rate of 20 percent annually on a cumulative basis, and unexercised options expire ten years from the grant date. Under the 1994 Non-Employee Directors' Plan, options were exercisable at the date of grant. Shares issued under both stock option plans come from shares held in treasury with the Company. | |||||||||||||||||||
The 2011 Plan and the 1998 Plan are incentive stock option plans, therefore there are no income tax consequences to the Company when an option is granted or exercised. In 2013, 2012 and 2011, options for 15,247, 11,800 and 19,200 shares were exercised by employees and directors for an aggregate exercise price of $163,000, $124,000 and $176,000, respectively. The proceeds were generated from cash received of $138,000 and repurchase of 1,752 shares from employees and directors totaling $25,000 in 2013, from cash received of $124,000 in 2012 and from cash received of $162,000 and from the repurchase of 1,045 shares from employees and directors totaling $14,000 in 2011. At the 2013, 2012 and 2011 respective year ends, options to purchase 40,591, 29,000 and 20,800 shares with weighted average exercise prices of $11.26, $10.84 and $9.96, respectively, were fully exercisable. Compensation cost charged against income before taxes for the options was approximately $249,000 for 2013, $228,000 for 2012 and $111,000 for 2011. As of December 28, 2013, there was $668,000 of unrecognized compensation cost related to unvested stock options granted under the Company's stock option plans. The weighted average period over which the stock option compensation cost is expected to be recognized is 2.68 years. | |||||||||||||||||||
The Company has a stock awards plan in effect at December 28, 2013. A summary of plan activity for 2011, 2012 and 2013 is as follows: | |||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||
Grant Date Fair Value | |||||||||||||||||||
Outstanding at January 1, 2011 | 48,340 | $ | 10.47 | ||||||||||||||||
Granted January 24, 2011 | 13,420 | $ | 11.55 | ||||||||||||||||
Granted February 9, 2011 | 13,300 | $ | 13.34 | ||||||||||||||||
Vested | (12,290 | ) | $ | 12.81 | |||||||||||||||
Forfeited | (19,198 | ) | $ | 9.62 | |||||||||||||||
Outstanding at December 31, 2011 | 43,572 | $ | 11.39 | ||||||||||||||||
Vested | (11,099 | ) | $ | 12.6 | |||||||||||||||
Forfeited | — | ||||||||||||||||||
Outstanding at December 29, 2012 | 32,473 | $ | 10.98 | ||||||||||||||||
Vested | (8,161 | ) | $ | 11.06 | |||||||||||||||
Forfeited | (5,060 | ) | $ | 10.2 | |||||||||||||||
Outstanding at December 28, 2013 | 19,252 | $ | 11.15 | ||||||||||||||||
The Compensation & Long-Term Incentive Committee of the Board of Directors of the Company approves stock grants under the Company's 2005 Stock Awards Plan to certain management employees of the Company. The stock awards vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant from shares held in treasury with the Company. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2005 Stock Awards Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. There were no grants issued in 2013. Compensation expense on the grants issued is being charged against earnings equally before forfeitures, if any, over a period of 60 months from the dates of the grants, with the offset recorded in Shareholders' Equity. Compensation cost charged against income for the awards was approximately $82,000, $52,000 net of income taxes, or $0.01 per share for 2013, $110,000, $70,000 net of income taxes, or $0.01 per share for 2012 and $165,000, $105,000 net of income taxes, or $0.02 per share, for 2011. As of December 28, 2013, there was $143,000 of total unrecognized compensation cost related to unvested stock grants under the 2005 Stock Awards Plan. The weighted average period over which the stock grant compensation cost is expected to be recognized is 1.96 years. | |||||||||||||||||||
On April 27, 2012, the Company issued to each of its non-employee directors 1,598 shares of its common stock from shares held in treasury with the Company (an aggregate of 7,990 shares) and 7,238 shares shares in 2011. Such shares were issued to the directors in lieu of $20,000 of their annual cash retainer fees for 2012 and $15,000 of their annual cash retainer fees for 2011. During 2011, two non-employee directors resigned/retired from the Board of Directors resulting in the forfeiture of 1,248 shares. | |||||||||||||||||||
On April 25, 2013, the Company permitted each non-employee director to elect up to 100% of their annual retainer in restricted stock. The number of restricted shares issued is determined by the average of the high and low common stock price on the day prior to the Annual Meeting of Shareholders or the date prior to the appointment to the Board. In 2013, non-employee directors received an aggregate of 9,411 shares of restricted stock in lieu of total retainer fees of $128,000. The shares granted to the directors are not registered under the Securities Act of 1933 and are subject to forfeiture in whole or in part upon the occurrence of certain events. | |||||||||||||||||||
On September 30, 2013, the Company closed on an underwritten public offering of 2,000,000 shares of its common stock at a price of $15.75 per share. The underwriters also exercised their option to purchase and close upon an additional 300,000 shares of common stock at a price of $15.75 per share. The Company received net proceeds, after underwriting discounts and estimated expenses, of approximately $34,233,000. The Company intends to use the net proceeds from the offering to invest approximately $3,500,000 in new equipment for the CRI Tolling facility. The Company used $18,061,000 of the stock sale proceeds to pay off the outstanding balance on the line of credit. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||
Income Taxes | |||||||||||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets are as follows at the respective year ends: | |||||||||||||||||||||
(Amounts in thousands) | 2013 | 2012 | |||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||
Inventory valuation reserves | $ | 794 | $ | 853 | |||||||||||||||||
Allowance for doubtful accounts | 100 | 162 | |||||||||||||||||||
Inventory capitalization | 3,089 | 2,239 | |||||||||||||||||||
Environmental reserves | 224 | 229 | |||||||||||||||||||
Interest rate swap | 128 | 116 | |||||||||||||||||||
Back charge accrual | 203 | 72 | |||||||||||||||||||
Deferred compensation | 97 | 120 | |||||||||||||||||||
State net operating loss carryforwards | 142 | 66 | |||||||||||||||||||
Other | 253 | 278 | |||||||||||||||||||
Total deferred tax assets | 5,030 | 4,135 | |||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||
Tax over book depreciation and amortization | 8,021 | 8,046 | |||||||||||||||||||
Prepaid expenses | 749 | 663 | |||||||||||||||||||
Other | 57 | 90 | |||||||||||||||||||
Total deferred tax liabilities | 8,827 | 8,799 | |||||||||||||||||||
Net deferred tax liabilities | $ | (3,797 | ) | $ | (4,664 | ) | |||||||||||||||
Significant components of the provision for income taxes are as follows: | |||||||||||||||||||||
(Amounts in thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||
Current: | |||||||||||||||||||||
Federal | $ | 1,689 | $ | 1,771 | $ | 2,670 | |||||||||||||||
State | 176 | 281 | 162 | ||||||||||||||||||
Total current | 1,865 | 2,052 | 2,832 | ||||||||||||||||||
Deferred: | |||||||||||||||||||||
Federal | (1,321 | ) | 114 | 108 | |||||||||||||||||
State | (146 | ) | (60 | ) | 13 | ||||||||||||||||
Total deferred | (1,467 | ) | 54 | 121 | |||||||||||||||||
Total | $ | 398 | $ | 2,106 | $ | 2,953 | |||||||||||||||
The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
(Amounts in thousands) | Amount | % | Amount | % | Amount | % | |||||||||||||||
Tax at U.S. statutory rates | $ | 734 | 34 | % | $ | 2,156 | 34 | % | $ | 2,975 | 34 | % | |||||||||
State income taxes, net of federal tax benefit | (23 | ) | (1.1 | )% | 118 | 1.9 | % | 133 | 1.5 | % | |||||||||||
Bargain gain on CRI acquisition | (366 | ) | (17.0 | )% | — | — | % | — | — | % | |||||||||||
Manufacturing exemption | (138 | ) | (6.4 | )% | (180 | ) | (2.8 | )% | (162 | ) | (1.9 | )% | |||||||||
Stock issuance costs | 101 | 4.7 | % | — | — | % | — | — | % | ||||||||||||
Stock option compensation | 85 | 3.9 | % | 38 | 0.6 | % | 38 | 0.4 | % | ||||||||||||
Other, net | 5 | 0.3 | % | (26 | ) | (0.5 | )% | (31 | ) | (0.3 | )% | ||||||||||
Total | $ | 398 | 18.4 | % | $ | 2,106 | 33.2 | % | $ | 2,953 | 33.7 | % | |||||||||
Income tax payments of approximately $2,393,000, $2,112,000 and $3,143,000 were made in 2013, 2012 and 2011, respectively. The Company had state net operating loss carryforwards of approximately $45,503,000 at December 28, 2013, which will expire between the years 2017 to 2032, and $43,143,000 at December 29, 2012. Since the likelihood of recognizing the tax effect of these carryforwards is remote, they have not been recognized in the consolidated financial statements. | |||||||||||||||||||||
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal or state income tax examinations for years before 2009. The Company's federal income tax return for 2007 was examined by the Internal Revenue Service in 2009 and federal income tax and interest liabilities resulting from this examination were not material. The Company's continuing practice is to recognize interest and/or penalties related to income tax matters in the provision for income taxes. The Company had no accruals for uncertain tax positions including interest and penalties at the end of 2013 or 2012. |
Benefit_Plans_and_Collective_B
Benefit Plans and Collective Bargaining Agreements | 12 Months Ended |
Dec. 28, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Benefit Plans and Collective Bargaining Agreements | ' |
Benefit Plans and Collective Bargaining Agreements | |
The Company has a 401(k) Employee Stock Ownership Plan (the "401(k)/ESOP Plan") covering all non-union employees. Employees may contribute to the 401(k)/ESOP Plan up to 100 percent of their salary with a maximum of $17,500 for 2013. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older may contribute an additional $5,500 per year for a maximum of $23,000 for 2013. Contributions by the employees are invested in one or more funds at the direction of the employee; however, employee contributions cannot be invested in Company stock. Contributions by the Company are made in cash and then used by the 401(k)/ESOP Plan Trustee to purchase Company stock. The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage which is determined each year by the Board of Directors. For 2013, 2012 and 2011 the maximum was four percent. The matching contribution is allocated after each payroll. Matching contributions of approximately $550,000, $390,000 and $345,000 were made for 2013, 2012 and 2011, respectively. The Company may also make a discretionary contribution, which if made, would be distributed to all eligible participants regardless of whether they contribute to the 401(k)/ESOP Plan. No discretionary contributions were made to the 401(k)/ESOP Plan in 2013, 2012 or 2011. The Company also contributes to union-sponsored defined contribution retirement plans. Contributions relating to these plans were approximately $882,000, $739,000 and $688,000 for 2013, 2012 and 2011, respectively. | |
The Company has three collective bargaining agreements at its Bristol, Tennessee facility. The number of employees of the Company represented by these unions is 249, or 37 percent of the Company's total employees. They are represented by two locals affiliated with the AFL-CIO and one local affiliated with the Teamsters. The Company considers relationships with its union employees to be satisfactory. Collective bargaining contracts will expire in January 2015 and March 2015. The Company is currently in negotiations with the union regarding the collective bargaining contract that expired February 2014. |
Leases
Leases | 12 Months Ended |
Dec. 28, 2013 | |
Leases [Abstract] | ' |
Leases | ' |
Leases | |
The Company leases a warehouse facility in Dalton, Georgia, property for a manufacturing facility in Orange, Texas, office space in Spartanburg, South Carolina and Glen Allen, Virginia and various manufacturing and office equipment at each of its locations, all under operating leases. The amount of future minimum lease payments under the operating leases are as follows: 2014 - $370,000; 2015 - $229,000; 2016 - $120,000; 2017 - $60,000; and 2018 - $6,000. Rent expense related to operating leases was $1,043,000, $470,000 and $140,000 in 2013, 2012 and 2011, respectively. The Company does not have any leases that are classified as capital leases for any of the periods presented in the consolidated financial statements. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 28, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The Company is from time-to-time subject to various claims, other possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business. The Metals Segment recorded claim expense of $512,000, $330,000 and $100,000 for 2013, 2012 and 2011, respectively, for specific customers' product claims. | |
In November 2012, after almost twelve months of collection efforts, the Specialty Chemicals Segment filed suit against a former customer for past due invoices totaling $134,000. That former customer, in turn, filed a variety of counterclaims against the Specialty Chemicals Segment and alleged $3,000,000 in damages. The Company settled this case during 2013 with no cash outlay. | |
In November 2013, a Metals Segment customer filed suit against Bristol Metals, LLC in Louisiana state court alleging damages from breach of warranty, among other claims. The plaintiff’s claim for damages does not state a dollar amount. The Company filed a counterclaim against the customer for $135,000 of past due invoices and successfully removed the case to the United States District Court for the Middle District of Louisiana, where the case is currently pending. | |
In January 2014, a Metals Segment customer filed suit against Palmer and another unrelated defendant in Texas state court alleging breach of warranty, among other claims. The plaintiff’s claim for damages does not state a dollar amount. Palmer has yet to be served with the lawsuit while the parties discuss settlement. This matter arises out of products manufactured and sold by Palmer prior to the Company’s acquisition of Palmer. As such, the sellers of Palmer are contractually bound in the SPA to indemnify the Company for any and all costs, including attorneys’ fees, which may arise out of this matter. | |
Other than the environmental contingencies discussed in Note 5 and the matters discussed in this Note 11, management is not currently aware of any other asserted or unasserted matters which could have a significant effect on the financial condition or results of operations of the Company. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
Earnings Per Share | ||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net income | $ | 1,760,564 | $ | 4,234,912 | $ | 5,797,160 | ||||||
Denominator: | ||||||||||||
Denominator for basic earnings per share - weighted average shares | 6,941,794 | 6,341,856 | 6,313,418 | |||||||||
Effect of dilutive securities: | ||||||||||||
Employee stock options and stock grants | 5,610 | 52,488 | 48,670 | |||||||||
Denominator for diluted earnings per share - weighted average shares | 6,947,404 | 6,394,344 | 6,362,088 | |||||||||
Earnings per share: | ||||||||||||
Basic | $ | 0.25 | $ | 0.67 | $ | 0.92 | ||||||
Diluted | $ | 0.25 | $ | 0.66 | $ | 0.91 | ||||||
The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. The Company had weighted average shares of common stock of 161,084 in 2013, 231,200 in 2012 and 139,484 in 2011, which were not included in the diluted earnings per share calculation as their effect was anti-dilutive. |
Industry_Segments
Industry Segments | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Industry Segments | ' | |||||||||||
Industry Segments | ||||||||||||
The Company operates in two principal industry segments: metals and specialty chemicals. The Company identifies such segments based on products and services. The Metals Segment consists of Synalloy Metals, Inc. a wholly-owned subsidiary which owns 100 percent of Bristol Metals, LLC, Ram-Fab, LLC and Palmer of Texas Tanks, Inc., both wholly-owned subsidiaries of the Company. The Metals Segment manufactures pipe from stainless steel and other alloys, fabricates piping systems from carbon, chrome, stainless steel and other alloys, and produces fiberglass and steel storage tanks. The Metal Segment's products, many of which are custom-produced to individual orders and required for corrosive and high-purity processes, are used principally by the chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and wastewater treatment, liquid natural gas, brewery, food processing, petroleum, pharmaceutical and other industries. Products include pipe, piping systems, storage tanks and a variety of other components. The Specialty Chemicals Segment consists of Manufacturers Soap and Chemical Company, a wholly owned subsidiary of the Company which owns 100 percent of Manufacturers Chemicals, LLC and CRI Tolling, LLC, a wholly owned subsidiary of the Company. The Specialty Chemicals Segment manufactures a wide variety of specialty chemicals and dyes for the carpet, chemical, paper, metals, mining, agricultural, fiber, paint, textile, automotive, petroleum, cosmetics, mattress, furniture, janitorial and other industries. | ||||||||||||
Segment operating income is the segment's total revenue less operating expenses, excluding interest expense and income taxes. Identifiable assets, all of which are located in the United States, are those assets used in operations by each segment. The Metals Segment's identifiable assets include goodwill of $16,898,000 in 2013 and 2012, and the Specialty Chemicals Segment's identifiable assets include goodwill of $1,355,000 in 2013 and 2012. Centralized data processing and accounting expenses are allocated to the two segments based upon estimates of their percentage of usage. Unallocated corporate expenses include environmental charges of $17,000, $46,000 and $8,000 for 2013, 2012 and 2011 respectively. Corporate assets consist principally of cash, certain investments, and equipment. | ||||||||||||
The Metals Segment has one domestic customer that accounted for approximately eleven percent of the Metals Segment's revenues in 2013. These revenues were for the Bechtel project which will not recur in the future. The Company believes that it will be able to grow base stainless steel pipe sales to completely offset the loss of these revenues in 2014. A different customer accounted for ten percent of the Metals Segment's revenues in 2011. There were no customers representing more than ten percent of the Metals Segment's revenues for 2012. The Specialty Chemicals Segment has one domestic customer that accounted for approximately 40 percent of revenues for 2013, 28 percent of revenues for 2012, and 24 percent of revenues in 2011. However, this customer is a large global company, and the purchases by this customer are derived from several different business units that operate autonomously from each other. Even so, loss of this customer's revenues would have a material adverse effect on the Specialty Chemicals Segment and the Company. | ||||||||||||
In order to establish stronger business relationships, the Metals Segment uses only a few raw material suppliers. Seven suppliers furnish about 71 percent of total dollar purchases of raw materials, with one supplier furnishing 24 percent. However, the Company does not believe that the loss of this supplier would have a materially adverse effect on the Company as raw materials are readily available from a number of different sources, and the Company anticipates no difficulties in fulfilling its requirements. For the Specialty Chemicals Segment, most raw materials are generally available from numerous independent suppliers and about 50 percent of total purchases are from its top seven suppliers. While some raw material needs are met by a sole supplier or only a few suppliers, the Company anticipates no difficulties in fulfilling its raw material requirements. | ||||||||||||
Segment Information: | ||||||||||||
(Amounts in thousands) | 2013 | 2012 | 2011 | |||||||||
Net sales | ||||||||||||
Metals Segment | $ | 164,232 | $ | 146,285 | $ | 127,727 | ||||||
Specialty Chemicals Segment | 56,518 | 51,374 | 42,848 | |||||||||
$ | 220,750 | $ | 197,659 | $ | 170,575 | |||||||
Operating (loss) income | ||||||||||||
Metals Segment | $ | (732 | ) | $ | 6,138 | $ | 9,253 | |||||
Specialty Chemicals Segment | 5,743 | 4,843 | 2,221 | |||||||||
5,011 | 10,981 | 11,474 | ||||||||||
Less unallocated corporate expenses | 3,197 | 3,193 | 2,668 | |||||||||
Operating income | 1,814 | 7,788 | 8,806 | |||||||||
Acquisition related costs | 264 | 881 | — | |||||||||
Interest expense | 1,357 | 601 | 141 | |||||||||
Change in fair value of interest rate swap | (741 | ) | 114 | — | ||||||||
Gain on bargain purchase, net of taxes | (1,077 | ) | — | — | ||||||||
Other income, net | (148 | ) | (149 | ) | (85 | ) | ||||||
Income before income taxes | $ | 2,159 | $ | 6,341 | $ | 8,750 | ||||||
Identifiable assets | ||||||||||||
Metals Segment | $ | 124,720 | $ | 117,340 | ||||||||
Specialty Chemicals Segment | 28,041 | 21,949 | ||||||||||
Corporate | 10,499 | 9,218 | ||||||||||
$ | 163,260 | $ | 148,507 | |||||||||
Depreciation and amortization | ||||||||||||
Metals Segment | $ | 4,251 | $ | 2,776 | $ | 2,073 | ||||||
Specialty Chemicals Segment | 659 | 435 | 419 | |||||||||
Corporate | 204 | 188 | 167 | |||||||||
$ | 5,114 | $ | 3,399 | $ | 2,659 | |||||||
Capital expenditures | ||||||||||||
Metals Segment | $ | 4,312 | $ | 3,551 | $ | 2,097 | ||||||
Specialty Chemicals Segment | 1,397 | 1,066 | 930 | |||||||||
Corporate | 57 | 123 | 158 | |||||||||
$ | 5,766 | $ | 4,740 | $ | 3,185 | |||||||
Geographic sales | ||||||||||||
United States | $ | 212,816 | $ | 188,292 | $ | 159,820 | ||||||
Elsewhere | 7,934 | 9,367 | 10,755 | |||||||||
$ | 220,750 | $ | 197,659 | $ | 170,575 | |||||||
Quarterly_Results
Quarterly Results | 12 Months Ended | |||||||||||||||
Dec. 28, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Quarterly Results (Unaudited) | ' | |||||||||||||||
Quarterly Results (Unaudited) | ||||||||||||||||
The following is a summary of quarterly operations for 2013 and 2012: | ||||||||||||||||
(Amounts in thousands except for per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
2013 | ||||||||||||||||
Net sales | $ | 57,836 | $ | 56,273 | $ | 54,397 | $ | 52,244 | ||||||||
Gross profit (loss) | 6,905 | 7,129 | 5,503 | (335 | ) | |||||||||||
Net income (loss) | 1,465 | 1,913 | 1,461 | (3,078 | ) | |||||||||||
Per common share | ||||||||||||||||
Basic | 0.23 | 0.3 | 0.23 | (0.36 | ) | |||||||||||
Diluted | 0.23 | 0.3 | 0.23 | (0.36 | ) | |||||||||||
2012 | ||||||||||||||||
Net sales | $ | 47,372 | $ | 46,878 | $ | 50,271 | $ | 53,138 | ||||||||
Gross profit | 5,091 | 5,261 | 5,683 | 5,893 | ||||||||||||
Net income | 1,337 | 1,090 | 843 | 965 | ||||||||||||
Per common share | ||||||||||||||||
Basic | 0.21 | 0.17 | 0.13 | 0.15 | ||||||||||||
Diluted | 0.21 | 0.17 | 0.13 | 0.15 | ||||||||||||
Interest_Rate_Swap
Interest Rate Swap | 12 Months Ended |
Dec. 28, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Interest Rate Swap | ' |
Interest Rate Swaps | |
As discussed in Note 3, as a result of the CRI acquisition and in conjunction with the term loan obtained in August 2013, to mitigate the variability of the interest rate risk, the Company entered into the CRI swap on August 9, 2013 with its current bank. The CRI swap has an initial notional amount of $4,033,250 with a fixed interest rate of 4.83 percent and a term of ten years that expires on August 19, 2023. The notional amount of the swap decreases as monthly principal payments are made. Also, as discussed in Note 3, as a result of the Palmer acquisition and in conjunction with the term loan obtained in August 2012 to mitigate the variability of the interest rate risk, the Company entered into the Palmer swap on August 21, 2012 with its current bank. The Palmer swap has an initial notional amount of $22,500,000 with a fixed interest rate of 3.74 percent, and a term of ten years that expires on August 21, 2022. The notional amount of the interest rate swap decreases as monthly principal payments are made. | |
Although the swaps are expected to effectively offset variable interest in the borrowing, hedge accounting will not be utilized. Therefore, changes in their fair value are recorded in current assets or liabilities, as appropriate, with corresponding offsetting entries to other expense. The Company recorded an $80,000 liability for the fair value of the CRI swap as of December 28, 2013. The Company recorded a $301,000 asset and a $450,000 liability for the fair value of the Palmer swap at December 28, 2013 and December 29, 2012, respectively. |
Acquisitions_Notes
Acquisitions (Notes) | 12 Months Ended | |||||||||||||||
Dec. 28, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Purchase of Palmer of Texas | ' | |||||||||||||||
Acquisitions | ||||||||||||||||
Acquisition of Color Resources, LLC | ||||||||||||||||
The Company completed the purchase of the business assets of Color Resources, LLC ("CRI") and the building and land located in Fountain Inn, South Carolina where CRI was the sole tenant (the “CRI Facility”). CRI Tolling, a South Carolina limited liability company and wholly-owned subsidiary of the Company, will continue CRI’s business as that of a toll manufacturer that provides outside manufacturing resources to global and regional chemical companies. On August 9, 2013, Synalloy purchased the CRI Facility for a total purchase price of $3,450,000. On August 26, 2013, the Company purchased certain assets and assumed certain operating liabilities of CRI through CRI Tolling for a total purchase price of $1,100,000. The assets purchased from CRI included accounts receivable, inventory, certain other assets, and equipment, net of assumed payables. The Company plans to use the acquisition of CRI and the CRI Facility to expand its production capacity from MC's Cleveland, Tennessee facility to further penetrate existing markets, as well as develop new ones, including those in the energy industry. CRI Tolling will operate as a division of the Company’s Specialty Chemicals Segment, which includes MC. The Company viewed both the building and operating assets of CRI together as one business, capable of providing a return to ownership by expanding the segment's production capacity. Accordingly, the acquisition meets the definition of a business and the transaction is structured in a way it that meets the definition of a business combination under in accordance with FASB Accounting Standards Codification 805, Business Combinations. | ||||||||||||||||
The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States of America. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets, if any, acquired and liabilities assumed. | ||||||||||||||||
The purchase price for the acquisition of CRI and the CRI Facility was funded through a new term loan with the Company’s bank which is discussed in Note 3 along with an increase in the Company’s line of credit. | ||||||||||||||||
A summary of sources and uses of proceeds for the acquisition of CRI and the CRI Facility is as follows: | ||||||||||||||||
Sources of funds: | ||||||||||||||||
Proceeds from term loan | $ | 4,033,250 | ||||||||||||||
Proceeds from line of credit | 516,750 | |||||||||||||||
Total sources of funds | $ | 4,550,000 | ||||||||||||||
Uses of funds: | ||||||||||||||||
Acquisition of CRI Facility | $ | 3,450,000 | ||||||||||||||
Acquisition of certain CRI assets, net of assumed liabilities | 1,100,000 | |||||||||||||||
Amount received by Company for pro-rated property taxes at close | $ | (22,000 | ) | |||||||||||||
Total uses of funds | $ | 4,528,000 | ||||||||||||||
The total consideration transferred was allocated to CRI’s net tangible and identifiable assets based on their fair value as of August 26, 2013. The preliminary allocation of the total consideration to the fair value of the assets acquired and liabilities assumed as of August 26, 2013 is as follows: | ||||||||||||||||
As recorded by CRI | Purchased CRI Facility | Purchase accounting and fair value adjustments | As recorded by the Company | |||||||||||||
Accounts receivable, net | $ | 623,539 | $ | — | $ | — | $ | 623,539 | ||||||||
Inventories, net | 232,771 | — | — | 232,771 | ||||||||||||
Prepaid expenses | 11,695 | — | — | 11,695 | ||||||||||||
Building and land | — | 3,450,000 | 650,000 | 4,100,000 | ||||||||||||
Equipment, net | 614,998 | — | 1,028,072 | 1,643,070 | ||||||||||||
Accounts payable | (365,898 | ) | — | — | (365,898 | ) | ||||||||||
Accrued liabilities | (17,105 | ) | — | — | (17,105 | ) | ||||||||||
Deferred tax liability | — | — | (600,750 | ) | (600,750 | ) | ||||||||||
$ | 1,100,000 | $ | 3,450,000 | $ | 1,077,322 | $ | 5,627,322 | |||||||||
Due to severe financial difficulties CRI was experiencing prior to the acquisition, the Company was able to purchase the land, building and equipment at below market value. Therefore, the overall fair value of the assets acquired by the Company exceeded the amount paid. Upon the determination that the Company was going to recognize a gain related to the bargain purchase of CRI and the CRI Facility, the Company reassessed its assumptions and measurement of identifiable assets acquired and liabilities assumed and concluded that the preliminary valuation procedures and resulting measures were appropriate. Due to the bargain purchase accounting rules, a one-time gain, net of taxes, was recognized during year ended December 28, 2013 as follows: | ||||||||||||||||
Fair value of net assets acquired | $ | 5,627,332 | ||||||||||||||
Total consideration paid | (4,550,000 | ) | ||||||||||||||
Bargain purchase gain | $ | 1,077,332 | ||||||||||||||
The amount of CRI’s revenues and pre-tax earnings included in the Consolidated Statements of Operations for the year ended December 28, 2013 was $1,824,000 for revenues and $144,000 for pre-tax earnings. The following unaudited pro forma information is provided to present a summary of the combined results of the Company’s operations with CRI as if the acquisition had occurred on January 1, 2012. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. | ||||||||||||||||
Pro Forma (Unaudited) | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Pro forma revenues | $ | 223,969,000 | $ | 204,850,000 | ||||||||||||
Pro forma net income | 1,230,000 | 3,599,000 | ||||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.18 | $ | 0.57 | ||||||||||||
Diluted | $ | 0.18 | $ | 0.56 | ||||||||||||
The pro-forma calculation excludes non-recurring acquisition costs of $255,000 during 2013. These expenditures included $113,000 for professional audit fees associated with the audit of historical financial statements and the valuation of assets acquired, $70,000 related to bank fees associated with the swap agreement, $53,000 of legal fees and other various charges of $19,000. These expenses were all recorded at the corporate level and are included as a separate line item in the consolidated statement of operations. | ||||||||||||||||
Acquisition of Palmer of Texas | ||||||||||||||||
On August 21, 2012, the Company completed the purchase of all of the outstanding shares of capital stock of Palmer. Palmer is a manufacturer of liquid storage solutions and separation equipment for the petroleum, municipal water, wastewater, chemical and food industries. The Company viewed the Palmer acquisition as an excellent complement to the Metals Segment as both companies service many of the same markets and the Company has the ability to drive Palmer efficiencies in purchasing and operations. Palmer's results of operations since the acquisition date are reflected in the Company's consolidated statements of operations, and the Palmer acquisition added approximately 130 employees at December 29, 2012. Effective January 22, 2013, Lee-Var, Inc. changed its name to Palmer of Texas Tanks, Inc. | ||||||||||||||||
The purchase price for the acquisition was $25,575,000. The adjustment for working capital increased the purchase price to $26,951,209. In addition, the amount of maintenance expenditures over the 18-month period following closing and the final cost of a production expansion capital project currently underway could also result in purchase price adjustments. Currently, the Company does not expect to realize any material purchase price adjustments from these two items. The sellers of Palmer will also have the ability to receive earn-out payments ranging from $2,500,000 to $10,500,000 if the business unit achieves targeted levels of Adjusted EBITDA, as defined in the SPA, over a three year period following closing; and the Company will have the ability to claw-back portions of the purchase price over a two-year period following closing if Adjusted EBITDA falls below baseline levels. Palmer had recorded liabilities of approximately $1.2 million related to certain contingencies for which the former Palmer shareholders have agreed to indemnify the Company. Accordingly, the Company has carried over these liabilities in its consolidated financial statements and has recorded an asset of approximately $1.2 million in prepaid expenses reflecting the indemnification against these potential payments. During 2013, several of the identified contingency items were resolved and the amount of prepaid expenses for these indemnified contingencies decreased to $336,000 and the end of 2013. | ||||||||||||||||
At the end of each year (based on the acquisition date) for the next three years, if Palmer's Adjusted EBITDA for the year is below $5,825,000, there will not be an earn-out paid for that year. If Adjusted EBITDA for the year is greater than $5,825,000 but less than $6,825,000, the sellers of Palmer will be paid $2,500,000 for that year. If Adjusted EBITDA exceeds $6,825,000 for the year, the earn-out would be $3,500,000. At the conclusion of the three-year earn-out period, in the event that the cumulative Adjusted EBITDA for the earn-out period is more than $17,475,000, the sellers of Palmer will receive an additional earn-out payment, if any, as follows. In the event that the cumulative Adjusted EBITDA for the earn-out period is greater than $17,475,000 but less than $20,475,000, the Company will make an additional earn-out payment so that the total cumulative earn-out payments for the three-year earn-out period equals $7,500,000. If the cumulative Adjusted EBITDA exceeds $20,475,000, the Company will make an additional earn-out payment so that the total cumulative earn-out payments for the three-year period equals $10,500,000. At acquisition, the Company forecasted earn-out payments totaling $8,500,000, which was discounted to a present value of $8,152,000 using its incremental borrowing rate of two percent. The first year earn-out of $2,500,000 (before the downward adjustment for indemnification claims) was paid in 2013, leaving an earn-out liability balance of $6,000,000 at the end of 2013. The various assumptions and projections used in the earn-out projections were reviewed at December 28, 2013 with no additional adjustments required. Any future changes to the projected earn-out payments as a result of our quarterly review of forecasted Adjusted EBITDA would be reflected as an adjustment to earnings in that period. | ||||||||||||||||
The purchase price for the Palmer acquisition was funded through an increase in the Company's current credit facility and a new term loan with the Company's bank which is discussed in Note 3. | ||||||||||||||||
The total purchase price was allocated to Palmer's net tangible and identifiable assets based on their estimated fair values as of August 21, 2012. An intangible asset representing the fair value of Palmer's customer base acquired by the Company was valued at $9,000,000, which is being amortized over a 15-year period using an accelerated amortization method. The excess of the consideration transferred over the fair value of the net tangible and identifiable assets and intangible assets is reflected as goodwill. The Company believes the amount of goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable asset) and the expected synergistic benefits of being able to leverage Palmer's expertise with the Company's existing manufacturing and fabrication processes. All of the goodwill was allocated to the Metals Segment. Since the Company purchased the stock of Palmer, goodwill is not deductible for tax purposes. The current allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed is as follows: | ||||||||||||||||
As recorded by Palmer | Purchase accounting and fair value adjustments | As recorded by Synalloy | ||||||||||||||
Cash and cash equivalents | $ | 1,389,054 | $ | — | $ | 1,389,054 | ||||||||||
Accounts receivable, net | 4,969,030 | — | 4,969,030 | |||||||||||||
Inventories, net | 5,678,368 | — | 5,678,368 | |||||||||||||
Prepaid expenses | 75,804 | 1,536,000 | 1,611,804 | |||||||||||||
Net fixed assets | 4,799,692 | 2,691,370 | 7,491,062 | |||||||||||||
Goodwill | — | 15,897,948 | 15,897,948 | |||||||||||||
Intangible asset - customer base | — | 9,000,000 | 9,000,000 | |||||||||||||
Contingent consideration | — | (8,152,031 | ) | (8,152,031 | ) | |||||||||||
Other liabilities assumed | (6,833,315 | ) | (3,156,711 | ) | (9,990,026 | ) | ||||||||||
$ | 10,078,633 | $ | 17,816,576 | $ | 27,895,209 | |||||||||||
The purchase accounting and fair value adjustment for prepaid expenses represents the indemnification provided by the sellers of Palmer for certain liabilities assumed at acquisition, as mentioned earlier in this note, plus the Controller's retention bonus. The adjustment for net fixed assets increases the book value of the property, plant and equipment to their estimated fair value as of the acquisition date. Contingent consideration is the present value of projected earn-out payments to the prior owners of Palmer. The majority of the adjustments to other liabilities assumed represents current and deferred income taxes inherent with the acquisition. | ||||||||||||||||
The amount of Palmer's revenues and pre-tax earnings included in the consolidated statements of operations for the year ended December 29, 2012 was $12,619,000 for revenues and $977,000 for pre-tax earnings. The following unaudited pro forma information is provided to present a summary of the combined results of the Company's operations with Palmer as if the acquisition had occurred on January 2, 2011. The unaudited pro forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. | ||||||||||||||||
Pro Forma (Unaudited) | ||||||||||||||||
2012 | 2011 | |||||||||||||||
Pro forma revenues | $ | 220,955,000 | $ | 202,689,000 | ||||||||||||
Pro forma net income | 5,537,000 | 6,478,000 | ||||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.87 | $ | 1.03 | ||||||||||||
Diluted | 0.87 | 1.02 | ||||||||||||||
The pro-forma calculation excludes non-recurring acquisition costs of $881,000 during 2012. These expenditures included $355,000 for professional audit fees associated with due diligence, preparation and audit of historical financial statements and intangible asset identification and valuation, $337,000 related to bank fees associated with the swap agreement, $93,000 of legal fees, $25,000 of travel costs and other various charges of $71,000. These expenses were all recorded at the corporate level and are included as a separate line item in the consolidated statement of operations. |
Payment_of_Dividends
Payment of Dividends | 12 Months Ended |
Dec. 28, 2013 | |
Payments of Dividends [Abstract] | ' |
Payment of Dividends | ' |
Payment of Dividends | |
On November 7, 2013, the Board of Directors of the Company voted to pay an annual dividend of $0.26 per share which was paid on December 3, 2013 to holders of record on November 18, 2013 for a total of $2,260,000. In 2012, the Company paid a $0.25 cash dividend on December 10, 2012 for a total of $1,596,000 and in 2011, the Company paid a $0.25 cash dividend on December 5, 2011 for a total payment of $1,580,000. The Board presently plans to review at the end of each fiscal year the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. |
Subsequent_Events_Notes
Subsequent Events (Notes) | 12 Months Ended |
Dec. 28, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On February 20, 2014, the Compensation & Long-Term Incentive Committee of the Board of Directors of the Company approved stock option grants under the 2011 Plan. Options for a total of 13,790 shares, with an exercise price of $14.76 per share, were granted under the 2011 Plan to certain management employees of the Company. The stock options will vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the options to vest, the employee must be in the continuous employment of the Company since the date of the grant. Any portion of the grant that has not vested will be forfeited upon termination of employment. The Company may terminate any portion of the grant that has not vested upon an employee's failure to comply with all conditions of the award or the 2011 Plan. Shares representing grants that have not yet vested will be held in escrow by the Company. An employee will not be entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The per share weighted-average fair value of this stock option grant was $6.70. The Black-Scholes model for this grant was based on a risk-free interest rate of two percent, an expected life of seven years, an expected volatility of 0.52 and a dividend yield of 1.80 percent. Compensation expense totaling $92,000 will be recorded against earnings equally over the following 60 months from the date of grant with the offset recorded in Shareholders' Equity. | |
On January 2, 2014, the Credit Agreement was amended to extend the maturity date of the line of credit by one additional year to August 21, 2016. This amendment also modified certain financial covenants in the agreement including the Minimum Tangible Net Worth requirement (as defined in the Credit Agreement) and the maximum amount of capital expenditures (as defined in the Credit Agreement). No other provisions of the agreement were modified. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||
Schedule II Valuation and Qualifying Accounts | ' | ||||||||||||||||
Schedule II Valuation and Qualifying Accounts | |||||||||||||||||
Column A | Column B | Column C | Column D | Column E | |||||||||||||
Description | Balance at Beginning of Period | Charged to (Reduction of) Cost and Expenses | Deductions | Balance at End of Period | |||||||||||||
Year ended December 28, 2013 | |||||||||||||||||
Deducted from asset account: | |||||||||||||||||
Allowance for doubtful accounts | $ | 1,313,000 | $ | (192,000 | ) | $ | (42,000 | ) | $ | 1,079,000 | |||||||
Year ended December 29, 2012 | |||||||||||||||||
Deducted from asset account: | |||||||||||||||||
Allowance for doubtful accounts | $ | 1,203,000 | $ | 928,000 | $ | 818,000 | $ | 1,313,000 | |||||||||
Year ended December 31, 2011 | |||||||||||||||||
Deducted from asset account: | |||||||||||||||||
Allowance for doubtful accounts | $ | 435,000 | $ | 793,000 | $ | 25,000 | $ | 1,203,000 | |||||||||
Charged to cost and expenses for 2012 is comprised of: | |||||||||||||||||
(1) the amount due from Palmer's prior owners of $821,000 for the amount of pre-acquisition receivables outstanding at 120 days after acquisition which were indemnified by the sellers (see Note 1); and | |||||||||||||||||
(2) $107,000 charged against earnings. | |||||||||||||||||
Deductions represent uncollected accounts and credit balances written off against reserve, net of recoveries. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Principles of Consolidation | ' | ||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The Metals Segment is comprised of three wholly-owned subsidiaries: Synalloy Metals, Inc. which owns 100 percent of Bristol Metals, LLC, located in Bristol, Tennessee; Ram-Fab, LLC, located in Crossett, Arkansas and Palmer of Texas Tanks, Inc, located in Andrews, Texas. The Specialty Chemicals Segment consists of two wholly-owned subsidiaries: Manufacturers Soap and Chemical Company which owns 100 percent of Manufacturers Chemicals, LLC, located in Cleveland, Tennessee and Dalton, Georgia and CRI Tolling, LLC, located in Fountain Inn, South Carolina. All significant intercompany transactions have been eliminated. | |||||
Accounting Period | ' | ||||
Accounting Period | |||||
The Company's fiscal year is the 52 or 53 week period ending the Saturday nearest to December 31. Fiscal year 2013 ended on December 28, 2013, fiscal year 2012 ended on December 29, 2012 and fiscal year 2011 ended on December 31, 2011, each year having 52 weeks. | |||||
Cash and Cash Equivalents | ' | ||||
Cash and Cash Equivalents | |||||
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances at financial institutions with strong credit ratings. | |||||
Accounts Receivable | ' | ||||
Accounts Receivable | |||||
Accounts receivable from the sale of products are recorded at net realizable value and the Company generally grants credit to customers on an unsecured basis. Substantially all of the Company's accounts receivables are due from companies located throughout the United States. The Company provides an allowance for doubtful collections and for disputed claims and quality issues. The allowance is based upon a review of outstanding receivables, historical collection information and existing economic conditions. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables are generally due within 30 to 60 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. | |||||
Included in the stock purchase agreement (the "SPA") of Palmer, the sellers guaranteed the collectability of the acquired accounts receivable. Per the SPA, at 120 days after the acquisition date, an allowance for doubtful accounts was established for all open, pre-acquisition receivables of $821,000, with an offsetting increase in the amount due from the sellers during the year ended December 29, 2012. Subsequent collections on these accounts by the Company will be reimbursed to the sellers. | |||||
Inventories | ' | ||||
Inventories | |||||
Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out ("FIFO") method. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and current market conditions. Based upon historical results, the Company also maintains an inventory reserve to provide for the amount of estimated inventory quantity loss since the last physical inventory. As of December 28, 2013 and December 29, 2012, inventories have been reduced by $2,217,000 and $2,383,000, respectively, for obsolescence, market and physical inventory reserves. | |||||
Property, Plant and Equipment | ' | ||||
Property, Plant and Equipment | |||||
Property, plant and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful life of the assets. Land improvements and buildings are depreciated over a range of ten to 40 years, and machinery, fixtures and equipment are depreciated over a range of three to 20 years. The costs of software licenses are amortized over five years using the straight-line method. The Company continually reviews the recoverability of the carrying value of long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. When the future undiscounted cash flows of the operation to which the assets relate do not exceed the carrying value of the asset, the assets are written down to fair value. | |||||
Goodwill and Deferred Charges | ' | ||||
Goodwill, Intangible Assets and Deferred Charges | |||||
Goodwill, arising from the excess of purchase price over fair value of net assets of businesses acquired, is not amortized but is reviewed annually in the fourth quarter for impairment. Intangible assets represents the fair value of intellectual, non-physical assets resulting from a business acquisition. Deferred charges represent other intangible assets such as debt service costs. Intangible assets are amortized over their estimated useful lives using an accelerated method. Deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from 3 to 10 years and intangible assets are amortized over a period of 15 years. Deferred charges and intangible assets totaled $9,407,000 and $9,353,000 at December 28, 2013 and December 29, 2012, respectively. Accumulated amortization of deferred charges and intangible assets as of December 28, 2013 and December 29, 2012 totaled $2,203,000 and $605,000, respectively. Estimated amortization expense for the next five fiscal years based on existing deferred charges and intangible assets is: 2014 - $1,362,000, 2015 - $1,168,000, 2016 - $999,000; 2017 - $870,000; 2018 - $706,000; and thereafter - $2,099,000. | |||||
Revenue Recognition | ' | ||||
Revenue Recognition | |||||
Revenue from product sales is recognized at the time ownership of goods transfers to the customer and the earnings process is complete, which is typically on the date the inventory is shipped to the customer. | |||||
Shipping Costs | ' | ||||
Shipping Costs | |||||
Shipping costs of approximately $4,871,000, $3,445,000 and $3,088,000 in 2013, 2012 and 2011, respectively, are recorded in cost of goods sold. | |||||
Research and Development Expenses | ' | ||||
Research and Development Expenses | |||||
The Company incurred research and development expense of approximately $558,000, $612,000 and $352,000 in 2013, 2012 and 2011, respectively. | |||||
Earnings Per Share of Common Stock | ' | ||||
Earnings Per Share of Common Stock | |||||
Earnings per share of common stock are computed based on the weighted average number of shares outstanding during each period. See Note 12. | |||||
Fair Value of Financial Instruments and Fair Value Disclosures | ' | ||||
Fair Value Disclosures | |||||
The Company makes estimates of fair value in accounting for certain transactions, in testing and measuring impairment, and in providing disclosures of fair value in its consolidated financial instruments. The Company determines the fair values of its financial instruments for disclosure purposes by maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Fair value disclosures for assets and liabilities are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: | |||||
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||
Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are less active. | |||||
Level 3 - Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques. | |||||
Estimates of fair value using levels 2 and 3 may require judgments as to the timing and amount of cash flows, discount rates, and other factors requiring significant judgment, and the outcomes may vary widely depending on the selection of these assumptions. The Company's most significant fair value estimates in 2013 and 2012 related to purchase accounting adjustments in the CRI and Palmer acquisitions, including the measurement of the contingent consideration, estimating the fair value of the reporting units in testing goodwill for impairment, estimating the fair value of the interest rate swaps, and providing disclosures of the fair values of financial instruments. | |||||
As of December 28, 2013 and December 29, 2012, the carrying amount for cash and cash equivalents, accounts receivable, accounts payable and borrowings under the Company's line of credit and term loan, which are based on variable interest rates, approximates their fair value. | |||||
The Company does not currently have any Level 1 financial assets or liabilities. The Company has three Level 2 financial assets and liabilities. Cash value of life insurance had a fair value of $2,007,000 and $2,549,000 at December 28, 2013 and December 29, 2012, respectively. The fair value of the life insurance policies was determined by the underwriting insurance company's valuation models and represents the guaranteed value the Company would receive upon surrender of these policies. Changes in the policies' fair value were recorded in non-current assets with corresponding offsetting entries to selling, general and administrative expense. Also, the fair value of the Palmer swap was an asset of $301,000 and a liability of $450,000 at December 28, 2013 and December 29, 2012, respectively. The fair value of the CRI swap was a liability of $80,000 at December 28, 2013. The interest rate swaps were priced using discounted cash flow techniques which are corroborated by using non-binding market prices. Changes in the swaps' fair value were recorded in current assets or liabilities, as appropriate, with corresponding offsetting entries to other income (expense). Significant inputs to the discounted cash flow model include projected future cash flows based on projected one-month LIBOR and the average margin for companies with similar credit ratings and similar maturities. These are classified as Level 2 as they are not actively traded and are valued using pricing models that use observable market inputs. | |||||
The contingent consideration payments, discussed in Note 16, are classified as Level 3. The amount of the total earn-out liability to the prior owners was determined using management's best estimate of Palmer's earnings before interest, taxes, depreciation and amortization ("EBITDA") for the three-year earn-out period which will determine the amount of the ultimate payment to be made. Factors such as volume increases, selling price increases and inflation were used to develop a base projection. The Company believes additional costs will be required to improve employee turnover, safety, internal controls, etc. These estimated costs were deducted in order to determine projected EBITDA. The Company's current cost of borrowing was used to determine the present value of these expected payments. Each quarter-end, the Company re-evaluates their assumptions and adjustments to the estimated present value of the expected payments to be made, if required. | |||||
The following table presents a summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis for 2013 and 2012: | |||||
Level 3 Inputs | |||||
Balance at December 31, 2011 | $ | — | |||
Present value contingent consideration liability associated with the Palmer acquisition | 8,152,031 | ||||
Interest expense charged during the year | 56,800 | ||||
Change in fair value of contingent consideration liability | — | ||||
Balance at December 29, 2012 | 8,208,831 | ||||
Interest expense charged during the year | 153,200 | ||||
Change in fair value of contingent consideration liability | — | ||||
Payment to Palmer sellers | (2,500,000 | ) | |||
Balance at December 28, 2013 | $ | 5,862,031 | |||
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the years ended December 28, 2013 or December 29, 2012. There have also been no changes in the fair value methodologies used by the Company. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions, primarily for testing goodwill for impairment, determining proper period-end balances for certain employee benefit accruals, estimating fair value of identifiable assets acquired and liabilities assumed as a result of business acquisitions and for establishing reserves on accounts receivable, inventories and environmental issues, that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||||
Concentrations of Credit Risk | ' | ||||
Concentrations of Credit Risk | |||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits, trade accounts receivable and cash surrender value of life insurance. The cash surrender value of life insurance is the contractual amount on policies maintained with one insurance company. The Company performs a periodic evaluation of the relative credit standing of this company as it relates to the insurance industry. | |||||
Reclassifications | ' | ||||
Reclassifications | |||||
Certain prior year amounts have been reclassified to conform to the current year presentation in the accompanying consolidated financial statements. These reclassifications had no material effect on previously reported results of operations or shareholders' equity. | |||||
Subsequent Events | ' | ||||
Subsequent Events | |||||
Management has evaluated subsequent events through the date of filing this Form 10-K. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||
Summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis | ' | ||||
The following table presents a summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis for 2013 and 2012: | |||||
Level 3 Inputs | |||||
Balance at December 31, 2011 | $ | — | |||
Present value contingent consideration liability associated with the Palmer acquisition | 8,152,031 | ||||
Interest expense charged during the year | 56,800 | ||||
Change in fair value of contingent consideration liability | — | ||||
Balance at December 29, 2012 | 8,208,831 | ||||
Interest expense charged during the year | 153,200 | ||||
Change in fair value of contingent consideration liability | — | ||||
Payment to Palmer sellers | (2,500,000 | ) | |||
Balance at December 28, 2013 | $ | 5,862,031 | |||
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the years ended December 28, 2013 or December 29, 2012. There have also been no changes in the fair value methodologies used by the Company. |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 28, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property, plant and equipment consist of the following: | ||||||||
2013 | 2012 | |||||||
Land | $ | 912,213 | $ | 732,213 | ||||
Land improvements | 713,545 | 707,286 | ||||||
Buildings | 21,082,454 | 16,225,324 | ||||||
Machinery, fixtures and equipment | 52,381,064 | 47,588,233 | ||||||
Construction-in-progress | 5,023,108 | 3,748,831 | ||||||
80,112,384 | 69,001,887 | |||||||
Less accumulated depreciation | 44,229,008 | 40,966,957 | ||||||
Property, plant and equipment, net | $ | 35,883,376 | $ | 28,034,930 | ||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | |||||||
Dec. 28, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt | ' | |||||||
2013 | 2012 | |||||||
$ 25,000,000 Revolving line of credit, due August 21, 2015 | $ | — | $ | 18,060,894 | ||||
$ 22,500,000 Term loan, due August 21, 2022 | 19,500,000 | 21,750,000 | ||||||
$4,033,250 Mortgage, due August 19, 2023 | 3,938,616 | — | ||||||
Vehicle loan | — | 56,469 | ||||||
23,438,616 | 39,867,363 | |||||||
Less current portion | 2,533,908 | 2,274,054 | ||||||
Long-term debt, less current portion | $ | 20,904,708 | $ | 37,593,309 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 28, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued expenses consist of the following: | ||||||||
2013 | 2012 | |||||||
Salaries, wages and commissions | $ | 1,265,178 | $ | 3,275,685 | ||||
Current portion of contingent consideration | 2,500,000 | 2,500,000 | ||||||
Advances from customers | 1,826,510 | 2,015,246 | ||||||
Insurance | 1,229,440 | 1,008,434 | ||||||
Taxes, other than income taxes | 836,640 | 1,600,762 | ||||||
Benefit plans | 530,603 | 260,810 | ||||||
Interest | 31,015 | 482,503 | ||||||
Professional fees | 302,304 | 259,933 | ||||||
Interest rate swap liability | 80,498 | 450,248 | ||||||
Current portion of deferred compensation | 51,000 | 71,000 | ||||||
Other accrued items | 858,340 | 158,878 | ||||||
Total accrued expenses | $ | 9,511,528 | $ | 12,083,499 | ||||
Stock_Options_Stock_Grants_and1
Stock Options, Stock Grants and New Stock (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||
Summary of activity in the Companybs stock option plans | ' | ||||||||||||||||||
A summary of activity in the Company's stock option plans is as follows: | |||||||||||||||||||
Weighted | Options | Weighted | Intrinsic | Options | |||||||||||||||
Average | Outstanding | Average | Value of | Available | |||||||||||||||
Exercise | Contractual | Options | |||||||||||||||||
Price | Term | ||||||||||||||||||
(in years) | |||||||||||||||||||
At January 1, 2011 | $ | 9.13 | 44,000 | 3.6 | $ | 131,670 | — | ||||||||||||
2011 option plan | 350,000 | ||||||||||||||||||
Granted January 24, 2011 | $ | 11.55 | 100,000 | (100,000 | ) | ||||||||||||||
Exercised | $ | 9.15 | (19,200 | ) | |||||||||||||||
Canceled / Expired | $ | 9.96 | (4,000 | ) | — | ||||||||||||||
At December 31, 2011 | $ | 11.28 | 120,800 | 8 | $ | 6,448 | 250,000 | ||||||||||||
Granted February 9, 2012 | $ | 11.35 | 36,740 | (36,740 | ) | ||||||||||||||
Granted August 21, 2012 | $ | 12.73 | 75,000 | (75,000 | ) | ||||||||||||||
Exercised | $ | 10.5 | (11,800 | ) | |||||||||||||||
Canceled / Expired | $ | — | — | — | |||||||||||||||
At December 29, 2012 | $ | 11.82 | 220,740 | 8.4 | $ | 367,937 | 138,260 | ||||||||||||
Granted February 7, 2013 | $ | 13.7 | 40,594 | (40,594 | ) | ||||||||||||||
Exercised | $ | 10.69 | (15,247 | ) | |||||||||||||||
Canceled / Expired | $ | 12.7 | (83,351 | ) | 83,351 | ||||||||||||||
At December 28, 2013 | $ | 11.95 | 162,736 | 7.5 | 582,894 | 181,017 | |||||||||||||
Exercisable options | $ | 11.26 | 40,591 | 6.8 | $ | 173,518 | |||||||||||||
Options expected to vest: | Grant Date Fair Value | ||||||||||||||||||
At December 31, 2011 | $ | 11.55 | 100,000 | 9.1 | $ | 7.93 | |||||||||||||
Granted February 9, 2012 | $ | 11.35 | 36,740 | $ | 5.03 | ||||||||||||||
Granted August 21, 2012 | $ | 12.73 | 75,000 | $ | 5.44 | ||||||||||||||
Vested | $ | 11.55 | (20,000 | ) | |||||||||||||||
At December 29, 2012 | $ | 11.97 | 191,740 | 8.9 | $ | 6.4 | |||||||||||||
Granted February 7, 2013 | $ | 13.7 | 40,594 | $ | 6.3 | ||||||||||||||
Vested | $ | 11.49 | (27,347 | ) | |||||||||||||||
Forfeited unvested options | $ | 12.71 | (82,842 | ) | |||||||||||||||
At December 28, 2013 | $ | 12.18 | 122,145 | 7.8 | $ | 7.19 | |||||||||||||
Stock options by exercise price range | ' | ||||||||||||||||||
The following table summarizes information about stock options outstanding at December 28, 2013: | |||||||||||||||||||
Range of Exercise Prices | Outstanding Stock Options | Exercisable Stock Options | |||||||||||||||||
Shares | Weighted Average | Shares | Weighted Average Exercise Price | ||||||||||||||||
Exercise Price | Remaining Contractual Life in Years | ||||||||||||||||||
$ | 9.96 | 5,000 | $ | 9.96 | 1.09 | 5,000 | $ | 9.96 | |||||||||||
$ | 11.55 | 91,000 | $ | 11.55 | 7.07 | 16,000 | $ | 11.55 | |||||||||||
$ | 11.35 | 30,037 | $ | 11.35 | 8.12 | 19,591 | $ | 11.35 | |||||||||||
$ | 13.7 | 36,699 | $ | 13.7 | 9.11 | — | |||||||||||||
162,736 | 40,591 | ||||||||||||||||||
Summary of Stock Awards Plan activity | ' | ||||||||||||||||||
A summary of plan activity for 2011, 2012 and 2013 is as follows: | |||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||
Grant Date Fair Value | |||||||||||||||||||
Outstanding at January 1, 2011 | 48,340 | $ | 10.47 | ||||||||||||||||
Granted January 24, 2011 | 13,420 | $ | 11.55 | ||||||||||||||||
Granted February 9, 2011 | 13,300 | $ | 13.34 | ||||||||||||||||
Vested | (12,290 | ) | $ | 12.81 | |||||||||||||||
Forfeited | (19,198 | ) | $ | 9.62 | |||||||||||||||
Outstanding at December 31, 2011 | 43,572 | $ | 11.39 | ||||||||||||||||
Vested | (11,099 | ) | $ | 12.6 | |||||||||||||||
Forfeited | — | ||||||||||||||||||
Outstanding at December 29, 2012 | 32,473 | $ | 10.98 | ||||||||||||||||
Vested | (8,161 | ) | $ | 11.06 | |||||||||||||||
Forfeited | (5,060 | ) | $ | 10.2 | |||||||||||||||
Outstanding at December 28, 2013 | 19,252 | $ | 11.15 | ||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||||||
Significant components of the Companybs deferred tax liabilities and assets | ' | ||||||||||||||||||||
Significant components of the Company's deferred tax liabilities and assets are as follows at the respective year ends: | |||||||||||||||||||||
(Amounts in thousands) | 2013 | 2012 | |||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||
Inventory valuation reserves | $ | 794 | $ | 853 | |||||||||||||||||
Allowance for doubtful accounts | 100 | 162 | |||||||||||||||||||
Inventory capitalization | 3,089 | 2,239 | |||||||||||||||||||
Environmental reserves | 224 | 229 | |||||||||||||||||||
Interest rate swap | 128 | 116 | |||||||||||||||||||
Back charge accrual | 203 | 72 | |||||||||||||||||||
Deferred compensation | 97 | 120 | |||||||||||||||||||
State net operating loss carryforwards | 142 | 66 | |||||||||||||||||||
Other | 253 | 278 | |||||||||||||||||||
Total deferred tax assets | 5,030 | 4,135 | |||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||
Tax over book depreciation and amortization | 8,021 | 8,046 | |||||||||||||||||||
Prepaid expenses | 749 | 663 | |||||||||||||||||||
Other | 57 | 90 | |||||||||||||||||||
Total deferred tax liabilities | 8,827 | 8,799 | |||||||||||||||||||
Net deferred tax liabilities | $ | (3,797 | ) | $ | (4,664 | ) | |||||||||||||||
Significant components of the provision for (benefit from) income taxes for continuing operations | ' | ||||||||||||||||||||
Significant components of the provision for income taxes are as follows: | |||||||||||||||||||||
(Amounts in thousands) | 2013 | 2012 | 2011 | ||||||||||||||||||
Current: | |||||||||||||||||||||
Federal | $ | 1,689 | $ | 1,771 | $ | 2,670 | |||||||||||||||
State | 176 | 281 | 162 | ||||||||||||||||||
Total current | 1,865 | 2,052 | 2,832 | ||||||||||||||||||
Deferred: | |||||||||||||||||||||
Federal | (1,321 | ) | 114 | 108 | |||||||||||||||||
State | (146 | ) | (60 | ) | 13 | ||||||||||||||||
Total deferred | (1,467 | ) | 54 | 121 | |||||||||||||||||
Total | $ | 398 | $ | 2,106 | $ | 2,953 | |||||||||||||||
Reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense for continuing operations | ' | ||||||||||||||||||||
The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
(Amounts in thousands) | Amount | % | Amount | % | Amount | % | |||||||||||||||
Tax at U.S. statutory rates | $ | 734 | 34 | % | $ | 2,156 | 34 | % | $ | 2,975 | 34 | % | |||||||||
State income taxes, net of federal tax benefit | (23 | ) | (1.1 | )% | 118 | 1.9 | % | 133 | 1.5 | % | |||||||||||
Bargain gain on CRI acquisition | (366 | ) | (17.0 | )% | — | — | % | — | — | % | |||||||||||
Manufacturing exemption | (138 | ) | (6.4 | )% | (180 | ) | (2.8 | )% | (162 | ) | (1.9 | )% | |||||||||
Stock issuance costs | 101 | 4.7 | % | — | — | % | — | — | % | ||||||||||||
Stock option compensation | 85 | 3.9 | % | 38 | 0.6 | % | 38 | 0.4 | % | ||||||||||||
Other, net | 5 | 0.3 | % | (26 | ) | (0.5 | )% | (31 | ) | (0.3 | )% | ||||||||||
Total | $ | 398 | 18.4 | % | $ | 2,106 | 33.2 | % | $ | 2,953 | 33.7 | % | |||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Computation of basic and diluted earnings per share from continuing operations | ' | |||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Net income | $ | 1,760,564 | $ | 4,234,912 | $ | 5,797,160 | ||||||
Denominator: | ||||||||||||
Denominator for basic earnings per share - weighted average shares | 6,941,794 | 6,341,856 | 6,313,418 | |||||||||
Effect of dilutive securities: | ||||||||||||
Employee stock options and stock grants | 5,610 | 52,488 | 48,670 | |||||||||
Denominator for diluted earnings per share - weighted average shares | 6,947,404 | 6,394,344 | 6,362,088 | |||||||||
Earnings per share: | ||||||||||||
Basic | $ | 0.25 | $ | 0.67 | $ | 0.92 | ||||||
Diluted | $ | 0.25 | $ | 0.66 | $ | 0.91 | ||||||
Industry_Segments_Tables
Industry Segments (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment Information | ' | |||||||||||
Segment Information: | ||||||||||||
(Amounts in thousands) | 2013 | 2012 | 2011 | |||||||||
Net sales | ||||||||||||
Metals Segment | $ | 164,232 | $ | 146,285 | $ | 127,727 | ||||||
Specialty Chemicals Segment | 56,518 | 51,374 | 42,848 | |||||||||
$ | 220,750 | $ | 197,659 | $ | 170,575 | |||||||
Operating (loss) income | ||||||||||||
Metals Segment | $ | (732 | ) | $ | 6,138 | $ | 9,253 | |||||
Specialty Chemicals Segment | 5,743 | 4,843 | 2,221 | |||||||||
5,011 | 10,981 | 11,474 | ||||||||||
Less unallocated corporate expenses | 3,197 | 3,193 | 2,668 | |||||||||
Operating income | 1,814 | 7,788 | 8,806 | |||||||||
Acquisition related costs | 264 | 881 | — | |||||||||
Interest expense | 1,357 | 601 | 141 | |||||||||
Change in fair value of interest rate swap | (741 | ) | 114 | — | ||||||||
Gain on bargain purchase, net of taxes | (1,077 | ) | — | — | ||||||||
Other income, net | (148 | ) | (149 | ) | (85 | ) | ||||||
Income before income taxes | $ | 2,159 | $ | 6,341 | $ | 8,750 | ||||||
Identifiable assets | ||||||||||||
Metals Segment | $ | 124,720 | $ | 117,340 | ||||||||
Specialty Chemicals Segment | 28,041 | 21,949 | ||||||||||
Corporate | 10,499 | 9,218 | ||||||||||
$ | 163,260 | $ | 148,507 | |||||||||
Depreciation and amortization | ||||||||||||
Metals Segment | $ | 4,251 | $ | 2,776 | $ | 2,073 | ||||||
Specialty Chemicals Segment | 659 | 435 | 419 | |||||||||
Corporate | 204 | 188 | 167 | |||||||||
$ | 5,114 | $ | 3,399 | $ | 2,659 | |||||||
Capital expenditures | ||||||||||||
Metals Segment | $ | 4,312 | $ | 3,551 | $ | 2,097 | ||||||
Specialty Chemicals Segment | 1,397 | 1,066 | 930 | |||||||||
Corporate | 57 | 123 | 158 | |||||||||
$ | 5,766 | $ | 4,740 | $ | 3,185 | |||||||
Geographic sales | ||||||||||||
United States | $ | 212,816 | $ | 188,292 | $ | 159,820 | ||||||
Elsewhere | 7,934 | 9,367 | 10,755 | |||||||||
$ | 220,750 | $ | 197,659 | $ | 170,575 | |||||||
Quarterly_Results_Tables
Quarterly Results (Tables) | 12 Months Ended | |||||||||||||||
Dec. 28, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Summary of continuing quarterly operations | ' | |||||||||||||||
The following is a summary of quarterly operations for 2013 and 2012: | ||||||||||||||||
(Amounts in thousands except for per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
2013 | ||||||||||||||||
Net sales | $ | 57,836 | $ | 56,273 | $ | 54,397 | $ | 52,244 | ||||||||
Gross profit (loss) | 6,905 | 7,129 | 5,503 | (335 | ) | |||||||||||
Net income (loss) | 1,465 | 1,913 | 1,461 | (3,078 | ) | |||||||||||
Per common share | ||||||||||||||||
Basic | 0.23 | 0.3 | 0.23 | (0.36 | ) | |||||||||||
Diluted | 0.23 | 0.3 | 0.23 | (0.36 | ) | |||||||||||
2012 | ||||||||||||||||
Net sales | $ | 47,372 | $ | 46,878 | $ | 50,271 | $ | 53,138 | ||||||||
Gross profit | 5,091 | 5,261 | 5,683 | 5,893 | ||||||||||||
Net income | 1,337 | 1,090 | 843 | 965 | ||||||||||||
Per common share | ||||||||||||||||
Basic | 0.21 | 0.17 | 0.13 | 0.15 | ||||||||||||
Diluted | 0.21 | 0.17 | 0.13 | 0.15 | ||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||||||
Dec. 28, 2013 | ||||||||||||||||
Color Resources, LLC [Member] | ' | |||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||
Schedule of Sources and Uses of Funds from Acquisition [Table Text Block] | ' | |||||||||||||||
A summary of sources and uses of proceeds for the acquisition of CRI and the CRI Facility is as follows: | ||||||||||||||||
Sources of funds: | ||||||||||||||||
Proceeds from term loan | $ | 4,033,250 | ||||||||||||||
Proceeds from line of credit | 516,750 | |||||||||||||||
Total sources of funds | $ | 4,550,000 | ||||||||||||||
Uses of funds: | ||||||||||||||||
Acquisition of CRI Facility | $ | 3,450,000 | ||||||||||||||
Acquisition of certain CRI assets, net of assumed liabilities | 1,100,000 | |||||||||||||||
Amount received by Company for pro-rated property taxes at close | $ | (22,000 | ) | |||||||||||||
Total uses of funds | $ | 4,528,000 | ||||||||||||||
Schedule of fair value of the assets acquired and liabilities assumed | ' | |||||||||||||||
The preliminary allocation of the total consideration to the fair value of the assets acquired and liabilities assumed as of August 26, 2013 is as follows: | ||||||||||||||||
As recorded by CRI | Purchased CRI Facility | Purchase accounting and fair value adjustments | As recorded by the Company | |||||||||||||
Accounts receivable, net | $ | 623,539 | $ | — | $ | — | $ | 623,539 | ||||||||
Inventories, net | 232,771 | — | — | 232,771 | ||||||||||||
Prepaid expenses | 11,695 | — | — | 11,695 | ||||||||||||
Building and land | — | 3,450,000 | 650,000 | 4,100,000 | ||||||||||||
Equipment, net | 614,998 | — | 1,028,072 | 1,643,070 | ||||||||||||
Accounts payable | (365,898 | ) | — | — | (365,898 | ) | ||||||||||
Accrued liabilities | (17,105 | ) | — | — | (17,105 | ) | ||||||||||
Deferred tax liability | — | — | (600,750 | ) | (600,750 | ) | ||||||||||
$ | 1,100,000 | $ | 3,450,000 | $ | 1,077,322 | $ | 5,627,322 | |||||||||
Schedule of Bargain Purchase Gain Recognized [Table Text Block] | ' | |||||||||||||||
Due to the bargain purchase accounting rules, a one-time gain, net of taxes, was recognized during year ended December 28, 2013 as follows: | ||||||||||||||||
Fair value of net assets acquired | $ | 5,627,332 | ||||||||||||||
Total consideration paid | (4,550,000 | ) | ||||||||||||||
Bargain purchase gain | $ | 1,077,332 | ||||||||||||||
Unaudited pro forma financial information | ' | |||||||||||||||
The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. | ||||||||||||||||
Pro Forma (Unaudited) | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Pro forma revenues | $ | 223,969,000 | $ | 204,850,000 | ||||||||||||
Pro forma net income | 1,230,000 | 3,599,000 | ||||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.18 | $ | 0.57 | ||||||||||||
Diluted | $ | 0.18 | $ | 0.56 | ||||||||||||
Palmer of Texas [Member] | ' | |||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||
Schedule of fair value of the assets acquired and liabilities assumed | ' | |||||||||||||||
The current allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed is as follows: | ||||||||||||||||
As recorded by Palmer | Purchase accounting and fair value adjustments | As recorded by Synalloy | ||||||||||||||
Cash and cash equivalents | $ | 1,389,054 | $ | — | $ | 1,389,054 | ||||||||||
Accounts receivable, net | 4,969,030 | — | 4,969,030 | |||||||||||||
Inventories, net | 5,678,368 | — | 5,678,368 | |||||||||||||
Prepaid expenses | 75,804 | 1,536,000 | 1,611,804 | |||||||||||||
Net fixed assets | 4,799,692 | 2,691,370 | 7,491,062 | |||||||||||||
Goodwill | — | 15,897,948 | 15,897,948 | |||||||||||||
Intangible asset - customer base | — | 9,000,000 | 9,000,000 | |||||||||||||
Contingent consideration | — | (8,152,031 | ) | (8,152,031 | ) | |||||||||||
Other liabilities assumed | (6,833,315 | ) | (3,156,711 | ) | (9,990,026 | ) | ||||||||||
$ | 10,078,633 | $ | 17,816,576 | $ | 27,895,209 | |||||||||||
Unaudited pro forma financial information | ' | |||||||||||||||
The unaudited pro forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. | ||||||||||||||||
Pro Forma (Unaudited) | ||||||||||||||||
2012 | 2011 | |||||||||||||||
Pro forma revenues | $ | 220,955,000 | $ | 202,689,000 | ||||||||||||
Pro forma net income | 5,537,000 | 6,478,000 | ||||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.87 | $ | 1.03 | ||||||||||||
Diluted | 0.87 | 1.02 | ||||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
segments | |||
Accounting Policies [Line Items] | ' | ' | ' |
Number of operating segments (segments) | 2 | ' | ' |
Inventory reserves | $2,217,000 | $2,383,000 | ' |
Intangible asset depreciation period (years) | '15 years | ' | ' |
Deferred charges and intangible assets | 9,406,981 | 9,352,895 | ' |
Accumulated amortization on deferred charges | 2,203,000 | 605,000 | ' |
Shipping costs | 4,871,000 | 3,445,000 | 3,088,000 |
Research and development expense | 558,000 | 612,000 | 352,000 |
Cash value of life insurance | 2,007,419 | 2,549,220 | ' |
Interest rate swap liability | 80,498 | 450,248 | ' |
Contingent consideration earn-out period (years) | '3 years | ' | ' |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 1,362,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1,168,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 999,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 870,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 706,000 | ' | ' |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 2,099,000 | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Beginning balance | 8,208,831 | 0 | ' |
Present value contingent consideration liability associated with the Palmer acquisition | ' | 8,152,031 | ' |
Interest expense charged during the year | 153,200 | 56,800 | ' |
Change in fair value of contingent consideration liability | 0 | 0 | ' |
Ending balance | 5,862,031 | 8,208,831 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | -2,500,000 | ' | ' |
Palmer of Texas [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Contingent consideration earn-out period (years) | '3 years | ' | ' |
Allowance for Doubtful Accounts [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Allowance for doubtful accounts pursuant to acquisition | -192,000 | 928,000 | 793,000 |
Allowance for Doubtful Accounts [Member] | Palmer of Texas [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Number of days subsequent to acquistion for establishment of an allowance for doubtful accounts (days) | '120 days | ' | ' |
Allowance for doubtful accounts pursuant to acquisition | 821,000 | ' | ' |
Minimum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Accounts receivable, payment terms (days) | '30 days | ' | ' |
Maximum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Accounts receivable, payment terms (days) | '60 days | ' | ' |
Land improvements and buildings [Member] | Minimum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Depreciation useful life (years) | '10 years | ' | ' |
Land improvements and buildings [Member] | Maximum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Depreciation useful life (years) | '40 years | ' | ' |
Machinery, fixtures and equipment [Member] | Minimum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Depreciation useful life (years) | '3 years | ' | ' |
Machinery, fixtures and equipment [Member] | Maximum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Depreciation useful life (years) | '20 years | ' | ' |
Software licenses [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Depreciation useful life (years) | '5 years | ' | ' |
Interest Rate Swap [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Variable rate basis on interest rate swap | 'LIBOR | ' | ' |
Metals Segment [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Number of subsidiaries (subsidiaries) | 3 | ' | ' |
Specialty Chemicals Segment [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Number of subsidiaries (subsidiaries) | 2 | ' | ' |
Bristol Metals, LLC, Ram-Fab, LLC and Palmer of Texas Tanks, Inc. [Member] | Metals Segment [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Ownership percentage of subsidiary (percent) | 100.00% | ' | ' |
Manufacturers Soap and Chemical Company [Member] | Specialty Chemicals Segment [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Ownership percentage of subsidiary (percent) | 100.00% | ' | ' |
Deferred Charges [Member] | Minimum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Intangible asset depreciation period (years) | '3 years | ' | ' |
Deferred Charges [Member] | Maximum [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Intangible asset depreciation period (years) | '10 years | ' | ' |
Term Loan [Member] | Interest Rate Swap [Member] | Palmer of Texas [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Fair value of interest rate swap | 301,475 | ' | ' |
Interest rate swap liability | ' | 450,248 | ' |
Term Loan [Member] | Interest Rate Swap [Member] | Color Resources, LLC [Member] | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' |
Interest rate swap liability | $80,498 | ' | ' |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property, plant and equipment, gross | $80,112,384 | $69,001,887 | ' |
Less accumulated depreciation | 44,229,008 | 40,966,957 | ' |
Property, plant and equipment, net | 35,883,376 | 28,034,930 | ' |
Depreciation expense | 3,516,374 | 2,831,718 | 2,631,864 |
Land [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property, plant and equipment, gross | 912,213 | 732,213 | ' |
Land Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property, plant and equipment, gross | 713,545 | 707,286 | ' |
Building [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property, plant and equipment, gross | 21,082,454 | 16,225,324 | ' |
Machinery, fixtures and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property, plant and equipment, gross | 52,381,064 | 47,588,233 | ' |
Construction-in-progress [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Total property, plant and equipment, gross | $5,023,108 | $3,748,831 | ' |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 28, 2013 | Oct. 22, 2013 | Dec. 29, 2012 | Oct. 22, 2012 | Jun. 30, 2010 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 21, 2012 | Dec. 28, 2013 | Aug. 09, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 29, 2012 | |
Revolving Line of Credit [Member] | Revolving Line of Credit [Member] | Revolving Line of Credit [Member] | Revolving Line of Credit [Member] | Revolving Line of Credit [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Mortgages [Member] | Mortgages [Member] | Mortgages [Member] | Vehicle Loan [Member] | Vehicle Loan [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | ||||
Interest Rate Swap [Member] | Acquisition-related Costs [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Acquisition-related Costs [Member] | |||||||||||||||||
Term Loan [Member] | Interest Rate Swap [Member] | Term Loan [Member] | Term Loan [Member] | Interest Rate Swap [Member] | |||||||||||||||||
Term Loan [Member] | Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap liability | $80,498 | $450,248 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80,498 | ' | ' | $450,248 | ' |
Fair value of interest rate swap | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 301,475 | ' | ' |
Total long-term debt | 23,438,616 | 39,867,363 | ' | 0 | ' | 18,060,894 | ' | ' | 19,500,000 | 21,750,000 | ' | ' | ' | ' | 0 | 56,469 | ' | ' | ' | ' | ' |
Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,938,616 | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Less current portion | 2,533,908 | 2,274,054 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, less current portion | 20,904,708 | 37,593,309 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing capacity | ' | ' | ' | 30,000,000 | 25,000,000 | ' | 30,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, original balance | ' | ' | ' | ' | ' | ' | ' | ' | 22,500,000 | ' | 22,500,000 | ' | 4,033,250 | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) on Derivative Instruments, Net, Pretax | $740,832 | ($113,648) | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $70,000 | ' | ' | $337,000 |
Longterm_Debt_Line_of_Credit_D
Long-term Debt (Line of Credit) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||||
Oct. 22, 2012 | Aug. 21, 2012 | Aug. 19, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Oct. 22, 2013 | Jun. 30, 2010 | |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | 'LIBOR | ' | ' | ' | ' |
Revolving Line of Credit [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate (percent) | ' | ' | ' | 2.16% | 2.21% | 1.78% | ' | ' |
Unused capacity fee on line of credit (percent) | ' | ' | ' | 0.13% | ' | ' | ' | ' |
Long-term Line of Credit | ' | ' | ' | $0 | ' | ' | ' | ' |
Line of credit, maximum borrowing capacity | 30,000,000 | ' | ' | 30,000,000 | ' | ' | 25,000,000 | 20,000,000 |
Line of Credit Facility, Extension Period | '1 year | ' | '1 year | ' | ' | ' | ' | ' |
Increase in borrowing capacity | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' |
Line of credit, remaining availability | ' | ' | ' | 25,000,000 | ' | ' | ' | ' |
Line of credit, average outstanding amount | ' | ' | ' | 19,860,000 | 11,045,000 | 5,663,000 | ' | ' |
Line of credit, weighted average interest rate (percent) | ' | ' | ' | 1.74% | 1.82% | 1.73% | ' | ' |
Interest payments | ' | ' | ' | $1,202,000 | $492,000 | $114,000 | ' | ' |
Longterm_Debt_Term_Loan_and_Ve
Long-term Debt (Term Loan and Vehicle Loan) (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 28, 2013 | Aug. 21, 2012 | Dec. 28, 2013 | Aug. 09, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Aug. 21, 2012 | Aug. 21, 2012 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Aug. 09, 2013 | Sep. 03, 2013 | Dec. 28, 2013 | |
Term Loan [Member] | Term Loan [Member] | Mortgages [Member] | Mortgages [Member] | Vehicle Loan [Member] | Not Designated as Hedging Instrument [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | ||||
loans | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Acquisition-related Costs [Member] | Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Acquisition-related Costs [Member] | ||||||||
Term Loan [Member] | Term Loan [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Term Loan [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | |||||||||
Term Loan [Member] | Term Loan [Member] | Mortgages [Member] | Term Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of term loan (years) | ' | ' | ' | '10 years | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, original balance | ' | ' | ' | $22,500,000 | $22,500,000 | ' | $4,033,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly principal payments | ' | ' | ' | 187,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap notional value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500,000 | 22,500,000 | ' | ' | ' | 4,033,250 | 4,033,250 | ' |
Interest rate swap, fixed interest rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.74% | 3.74% | ' | ' | ' | 4.83% | 4.83% | ' |
Remaining maturity period of interest rate swap (years) | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | '10 years | ' | ' | ' | ' | '10 years | ' | ' | ' |
Fair value of interest rate swap | 80,498 | 450,248 | ' | ' | ' | ' | ' | ' | ' | 450,248 | ' | ' | ' | ' | 80,498 | ' | ' | ' | ' |
Change in fair value of interest rate swap | 740,832 | -113,648 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 337,000 | ' | ' | ' | ' | 70,000 |
Stated interest rate (percent) | ' | ' | ' | ' | ' | ' | ' | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of loans (loans) | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt monthly principal and interest payment | ' | ' | ' | ' | ' | ' | ' | $2,039 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Scheduled_Maturi
Long-term Debt (Scheduled Maturities) (Details) (USD $) | Dec. 28, 2013 |
In Thousands, unless otherwise specified | |
Long-term Debt, Fiscal Year Maturity [Abstract] | ' |
2014 | $2,534 |
2015 | 2,534 |
2016 | 2,534 |
2017 | 2,534 |
2018 | 2,497 |
Thereafter | $10,806 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
Accrued Expenses | ' | ' |
Salaries, wages and commissions | $1,265,178 | $3,275,685 |
Current portion of contingent consideration | 2,500,000 | 2,500,000 |
Advances from customers | 1,826,510 | 2,015,246 |
Insurance | 1,229,440 | 1,008,434 |
Taxes, other than income taxes | 836,640 | 1,600,762 |
Benefit plans | 530,603 | 260,810 |
Interest | 31,015 | 482,503 |
Professional fees | 302,304 | 259,933 |
Interest rate swap liability | 80,498 | 450,248 |
Current portion of deferred compensation | 51,000 | 71,000 |
Other accrued items | 858,340 | 158,878 |
Total accrued expenses | $9,511,528 | $12,083,499 |
Environmental_Compliance_Costs1
Environmental Compliance Costs (Details) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Jan. 02, 2010 | Dec. 31, 2000 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Jan. 01, 2011 |
In Thousands, unless otherwise specified | Minimum [Member] | Maximum [Member] | Comprehensive Environmental Response, Compensation, and Liability Act [Member] | Spartanburg Plant [Member] | Spartanburg Plant [Member] | Augusta Plant [Member] | Augusta Plant [Member] | Bristol, Tennessee Facility [Member] | Bristol, Tennessee Facility [Member] | Superfund Site [Member] | ||
environmental_remediation_sites | solid_waste_management_units | solid_waste_management_units | ||||||||||
Environmental Exit Cost [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Environmental remediation reserves | $626 | $640 | ' | ' | ' | ' | ' | $551 | $565 | $75 | $75 | ' |
Environmental remediation costs, period of recognition (years) | ' | ' | '3 years | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Number of solid waste management units | ' | ' | ' | ' | ' | ' | 14 | ' | ' | 2 | ' | ' |
Environmental charges | ' | ' | ' | ' | ' | 968 | ' | ' | ' | ' | ' | ' |
Number of environmental remediation sites (sites) | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
De minimis environmental remediation settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2 |
Deferred_Compensation_Narrativ
Deferred Compensation (Narrative) (Details) (Former Officers [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ' | ' | ' |
Minimum period of deferred compensation benefits (years) | '10 years | ' | ' |
Minimum deferred compensation benefit age (years) | '65 years | ' | ' |
Present value of vested future deferred compensation payments | ' | $271 | $335 |
Stock_Options_Stock_Grants_and2
Stock Options, Stock Grants and New Stock (Summary of Stock Option Activity) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Feb. 07, 2013 | Feb. 09, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jan. 01, 2011 | Aug. 21, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
President of Palmer [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | 1,752 | ' | 1,045 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning of year, weighted average exercise price (dollars per share) | ' | ' | $11.82 | $11.28 | $9.13 | ' | ' | ' | ' | ' |
Granted, weighted average exercise price (dollars per share) | $13.70 | $11.35 | ' | ' | $11.55 | ' | $12.73 | ' | ' | ' |
Exercises, weighted average exercise price (dollars per share) | ' | ' | $10.69 | $10.50 | $9.15 | ' | ' | ' | ' | ' |
Canceled / Expired, weighted average exercise price (dollars per share) | ' | ' | $12.70 | $0 | $9.96 | ' | ' | ' | ' | ' |
Outstanding, end of year, weighted average exercise price (dollars per share) | ' | ' | $11.95 | $11.82 | $11.28 | $9.13 | ' | ' | ' | ' |
Exercisable, weighted average exercise price (dollars per share) | ' | ' | $11.26 | ' | ' | ' | ' | $11.26 | $10.84 | $9.96 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning of year (shares) | ' | ' | 220,740 | 120,800 | 44,000 | ' | ' | ' | ' | ' |
Granted (shares) | 40,594 | 36,740 | ' | 100,000 | ' | ' | 75,000 | ' | ' | ' |
Exercised (shares) | ' | ' | -15,247 | -11,800 | -19,200 | ' | ' | -15,247 | -11,800 | -19,200 |
Canceled / Expired (shares) | ' | ' | -83,351 | 0 | -4,000 | ' | ' | ' | ' | ' |
Outstanding, end of year (shares) | ' | ' | 162,736 | 220,740 | 120,800 | 44,000 | ' | ' | ' | ' |
Exercisable (shares) | ' | ' | 40,591 | ' | ' | ' | ' | 40,591 | 29,000 | 20,800 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected to vest (shares) | ' | ' | 191,740 | 100,000 | ' | ' | ' | ' | ' | ' |
Granted (shares) | 40,594 | 36,740 | ' | 100,000 | ' | ' | 75,000 | ' | ' | ' |
Vested (shares) | ' | ' | -27,347 | -20,000 | ' | ' | ' | ' | ' | ' |
Expected to vest (shares) | ' | ' | 122,145 | 191,740 | 100,000 | ' | ' | ' | ' | ' |
Expected to vest, beginning of the year, weighted average exercise price (dollars per share) | ' | ' | $11.97 | $11.55 | ' | ' | ' | ' | ' | ' |
Granted, weighted average exercise price (dollars per share) | $13.70 | $11.35 | ' | ' | $11.55 | ' | $12.73 | ' | ' | ' |
Vested, weighted average exercise price (dollars per share) | ' | ' | $11.49 | $11.55 | ' | ' | ' | ' | ' | ' |
Expected to vest, end of the year, weighted average exercise price (dollars per share) | ' | ' | $12.18 | $11.97 | $11.55 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ' | ' | $12.71 | ' | ' | ' | ' | ' | ' | ' |
Authorization of stock options (shares) | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' |
Options outstanding, weighted average contractual term (years) | ' | ' | '7 years 6 months 15 days | '8 years 4 months 24 days | '8 years | '3 years 7 months 6 days | ' | ' | ' | ' |
Options exercisable, weighted average contractual term (years) | ' | ' | '6 years 9 months 8 days | ' | ' | ' | ' | ' | ' | ' |
Options expected to vest, weighted average contractual term (years) | ' | ' | '7 years 9 months 29 days | '8 years 10 months 24 days | '9 years 1 month 6 days | ' | ' | ' | ' | ' |
Options outstanding, intrinsic value | ' | ' | $582,894 | $367,937 | $6,448 | $131,670 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Authorized | ' | ' | 181,017 | 138,260 | 250,000 | 0 | ' | ' | ' | ' |
Options exercisable, intrinsic value | ' | ' | 173,518 | ' | ' | ' | ' | ' | ' | ' |
Options granted, weighted average fair value (dollars per share) | $6.30 | $5.03 | $7.19 | $6.40 | $7.93 | ' | $5.44 | ' | ' | ' |
Stock repurchased during year | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | $14,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | ' | ' | -82,842 | ' | ' | ' | ' | ' | ' | ' |
Stock_Options_Stock_Grants_and3
Stock Options, Stock Grants and New Stock (Stock Options by Exercise Price Range) (Details) (USD $) | 12 Months Ended |
Dec. 28, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Number of Outstanding options (shares) | 162,736 |
Number of exercisable options (shares) | 40,591 |
$9.96 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices (dollars per share) | $9.96 |
Number of Outstanding options (shares) | 5,000 |
Weighted average exercise price (dollars per share) | $9.96 |
Weighted average remaining contractual life in years (years) | '1 year 1 month 2 days |
Number of exercisable options (shares) | 5,000 |
Exercisable options, weighted average exercise price (dollars per share) | $9.96 |
$11.55 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices (dollars per share) | $11.55 |
Number of Outstanding options (shares) | 91,000 |
Weighted average exercise price (dollars per share) | $11.55 |
Weighted average remaining contractual life in years (years) | '7 years 0 months 26 days |
Number of exercisable options (shares) | 16,000 |
Exercisable options, weighted average exercise price (dollars per share) | $11.55 |
$11.35 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices (dollars per share) | $11.35 |
Number of Outstanding options (shares) | 30,037 |
Weighted average exercise price (dollars per share) | $11.35 |
Weighted average remaining contractual life in years (years) | '8 years 1 month 12 days |
Number of exercisable options (shares) | 19,591 |
Exercisable options, weighted average exercise price (dollars per share) | $11.35 |
$13.70 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices (dollars per share) | $13.70 |
Number of Outstanding options (shares) | 36,699 |
Weighted average exercise price (dollars per share) | $13.70 |
Weighted average remaining contractual life in years (years) | '9 years 1 month 11 days |
Number of exercisable options (shares) | 0 |
Stock_Options_Stock_Grants_and4
Stock Options, Stock Grants and New Stock (Stock Award Activity) (Details) (2005 Stock Awards Plan [Member], Stock Awards [Member], USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Outstanding, beginning of the year (shares) | 32,473 | 43,572 | 48,340 |
Granted (shares) | 0 | ' | 13,420 |
Vested (shares) | -8,161 | -11,099 | -12,290 |
Forfeited or expired (shares) | -5,060 | 0 | -19,198 |
Outstanding, end of the year (shares) | 19,252 | 32,473 | 43,572 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Outstanding, beginning of the year, weighted average grant date fair value (dollars per share) | $10.98 | $11.39 | $10.47 |
Granted, weighted average grant date fair value (dollars per share) | ' | ' | $11.55 |
Vested, weighted average grant date fair value (dollars per share) | $11.06 | $12.60 | $12.81 |
Forfeited or expired, weighted average grant date fair value (dollars per share) | $10.20 | ' | $9.62 |
Outstanding, end of the year, weighted average grant date fair value (dollars per share) | $11.15 | $10.98 | $11.39 |
President of Palmer [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Granted (shares) | ' | ' | 13,300 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Granted, weighted average grant date fair value (dollars per share) | ' | ' | $13.34 |
Stock_Options_Stock_Grants_and5
Stock Options, Stock Grants and New Stock (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | Feb. 07, 2013 | Feb. 09, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 07, 2013 | Feb. 09, 2012 | Jan. 24, 2011 | Jan. 21, 2011 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Aug. 21, 2012 | Aug. 21, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 28, 2013 | Sep. 30, 2013 | Apr. 25, 2013 | |
Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 1998 Plan [Member] | 2005 Stock Awards Plan [Member] | 2005 Stock Awards Plan [Member] | 2005 Stock Awards Plan [Member] | President of Palmer [Member] | President of Palmer [Member] | Non Employee Director [Member] | Non Employee Director [Member] | Non Employee Director [Member] | Public Offering [Member] | Public Offering [Member] | Over-Allotment Option [Member] | Restricted Stock [Member] | |||||||
Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Awards [Member] | Stock Awards [Member] | Stock Awards [Member] | 2011 Plan [Member] | individual | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Non Employee Director [Member] | |||||||||||||
stock_option_plan | Stock Options [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorization of stock options (shares) | ' | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period after option grant before options can be exercised (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | '1 year | ' | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual vesting rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 20.00% | 20.00% | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted (shares) | ' | 40,594 | 36,740 | ' | 100,000 | ' | ' | ' | ' | 40,594 | 36,740 | 100,000 | ' | ' | ' | ' | ' | ' | 75,000 | 75,000 | ' | ' | ' | ' | ' | ' | ' |
Options granted, weighted average exercise price (dollars per share) | ' | $13.70 | $11.35 | ' | ' | $11.55 | ' | ' | ' | $13.70 | $11.35 | $11.55 | ' | ' | ' | ' | ' | ' | $12.73 | $12.73 | ' | ' | ' | ' | ' | ' | ' |
Options granted, weighted average fair value (dollars per share) | ' | $6.30 | $5.03 | $7.19 | $6.40 | $7.93 | ' | ' | ' | $6.30 | $5.03 | $7.93 | ' | ' | ' | ' | ' | ' | $5.44 | $5.44 | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.04% | 3.34% | ' | ' | ' | ' | ' | ' | ' | 1.80% | ' | ' | ' | ' | ' | ' | ' |
Expected volatility rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53.00% | 53.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' |
Expected life (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.80% | 2.10% | 2.10% | ' | ' | ' | ' | ' | ' | ' | 2.10% | ' | ' | ' | ' | ' | ' | ' |
Number of stock option plans (plans) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration period (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercised (in shares) | ' | ' | ' | 15,247 | 11,800 | 19,200 | 15,247 | 11,800 | 19,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option exercises, aggregate exercise price | ' | ' | ' | ' | ' | ' | $163,000 | $124,000 | $176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from exercise of stock options | ' | ' | ' | ' | ' | ' | 138,026 | 123,888 | 162,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | 1,752 | ' | 1,045 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchased during year | ' | ' | ' | ' | ' | ' | 25,000 | ' | 14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable (shares) | ' | ' | ' | 40,591 | ' | ' | 40,591 | 29,000 | 20,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, weighted average exercise price (dollars per share) | ' | ' | ' | $11.26 | ' | ' | $11.26 | $10.84 | $9.96 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | 331,362 | 337,750 | 276,553 | 249,000 | 228,000 | 111,000 | ' | ' | ' | ' | ' | ' | 82,000 | 110,000 | 165,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation cost | ' | ' | ' | ' | ' | ' | 668,000 | ' | ' | ' | ' | ' | ' | ' | ' | 143,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, weighted average period of recognition (years) | ' | ' | ' | ' | ' | ' | '2 years 8 months 5 days | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 11 months 15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 13,420 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense, period of recognition (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense, net of taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,000 | 70,000 | 105,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense, net of taxes, (dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury stock issued to each nonemployee director (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,598 | ' | ' | ' | ' | ' |
Issuance of shares of common stock from the treasury (in shares) | ' | ' | ' | 17,572 | 19,089 | 18,280 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,411 | 7,990 | 7,238 | ' | ' | ' | ' |
Annual cash retainer fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 128,000 | 20,000 | 15,000 | ' | ' | ' | ' |
Number of directors retiring during period (individual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Forfeitures of treasury stock issued to each nonemployee director (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,248 | ' | ' | ' | ' | ' |
Maximum annual retainer percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Issuance of common stock (shares) | ' | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 300,000 | ' |
Price of stock (usd per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15.75 | ' | $15.75 | ' |
Proceeds from Issuance of Common Stock | 34,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Planned Payments to Acquire Machinery and Equipment | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Lines of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18,061,000 | ' | ' |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Inventory valuation reserves | $794 | $853 |
Allowance for doubtful accounts | 100 | 162 |
Inventory capitalization | 3,089 | 2,239 |
Environmental reserves | 224 | 229 |
Interest rate swap | 128 | 116 |
Back charge accrual | 203 | 72 |
Deferred compensation | 97 | 120 |
State net operating loss carryforwards | 142 | 66 |
Other | 253 | 278 |
Total deferred tax assets | 5,030 | 4,135 |
Deferred tax liabilities: | ' | ' |
Tax over book depreciation and amortization | 8,021 | 8,046 |
Prepaid expenses | 749 | 663 |
Other | 57 | 90 |
Total deferred tax liabilities | 8,827 | 8,799 |
Net deferred tax liabilities | ($3,797) | ($4,664) |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Taxes) (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Current: | ' | ' | ' |
Federal | $1,689,000 | $1,771,000 | $2,670,000 |
State | 176,000 | 281,000 | 162,000 |
Total current | 1,865,000 | 2,052,000 | 2,832,000 |
Deferred: | ' | ' | ' |
Federal | -1,321,000 | 114,000 | 108,000 |
State | -146,000 | -60,000 | 13,000 |
Total deferred | -1,467,068 | 53,697 | 121,192 |
Total | $398,000 | $2,106,000 | $2,953,000 |
Income_Taxes_Effective_Tax_Rat
Income Taxes (Effective Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Income Tax Expense Reconciliation | ' | ' | ' |
Tax at U.S. statutory rates | $734,000 | $2,156,000 | $2,975,000 |
State income taxes, net of federal tax benefit | -23,000 | 118,000 | 133,000 |
Bargain gain on CRI acquisition | -366,000 | 0 | 0 |
Manufacturing exemption | -138,000 | -180,000 | -162,000 |
Stock issuance costs | 101,000 | 0 | 0 |
Stock option compensation | 85,000 | 38,000 | 38,000 |
Other, net | 5,000 | -26,000 | -31,000 |
Total | $398,000 | $2,106,000 | $2,953,000 |
Effective Tax Rate Reconciliation | ' | ' | ' |
Tax at U.S. statutory rates (percent) | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal tax benefit (percent) | -1.10% | 1.90% | 1.50% |
Bargain gain on CRI acquisition (percent) | -17.00% | 0.00% | 0.00% |
Manufacturing exemption (percent) | -6.40% | -2.80% | -1.90% |
Stock issuance costs (percent) | 4.70% | 0.00% | 0.00% |
Stock option compensation (percent) | 3.90% | 0.60% | 0.40% |
Other, net (percent) | 0.30% | -0.50% | -0.30% |
Total (percent) | 18.40% | 33.20% | 33.70% |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Income Tax Disclosures [Line Items] | ' | ' | ' |
Income tax payments | $2,393 | $2,112 | $3,143 |
State Jurisdiction [Member] | ' | ' | ' |
Income Tax Disclosures [Line Items] | ' | ' | ' |
Net operating loss carryforwards | $45,503 | $43,143 | ' |
Benefit_Plans_and_Collective_B1
Benefit Plans and Collective Bargaining Agreements (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ' | ' | ' |
Maximum annual employee contribution (percent) | 100.00% | ' | ' |
Maximum annual employee contribution | $17,500 | ' | ' |
Minimum age for additional contribution under the Economic Growth and Tax Relief Reconciliation Act (years) | '50 years | ' | ' |
Additional maximum contribution under the Economic Growth and Tax Relief Reconciliation Act | 5,500 | ' | ' |
Maximum contribution under the Economic Growth and Tax Relief Reconciliation Act | 23,000 | ' | ' |
Employer matching contribution (percent) | 4.00% | 4.00% | 4.00% |
401(k) employer contributions | 550,000 | 390,000 | 345,000 |
Employer discretionary 401(k) contribution amount | 0 | 0 | 0 |
Employer contributions to union-sponsored defined contribution retirement plans | $882,000 | $739,000 | $688,000 |
Bristol, Tennessee Facility [Member] | ' | ' | ' |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ' | ' | ' |
Number of collective bargaining agreements (agreements) | 3 | ' | ' |
Number of company's employees represented by collective bargaining agreement (employees) | 249 | ' | ' |
Percentage of company's employees represented by collective bargaining agreement (percent) | 37.00% | ' | ' |
AFL-CIO [Member] | Bristol, Tennessee Facility [Member] | ' | ' | ' |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ' | ' | ' |
Number of individuals representing a collective bargaining agreement (individual) | 2 | ' | ' |
Teamsters [Member] | Bristol, Tennessee Facility [Member] | ' | ' | ' |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ' | ' | ' |
Number of individuals representing a collective bargaining agreement (individual) | 1 | ' | ' |
Leases_Details
Leases (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' | ' |
Operating leases, future minimum lease payments - 2014 | $370 | ' | ' |
Operating leases, future minimum lease payments - 2015 | 229 | ' | ' |
Operating leases, future minimum lease payments - 2016 | 120 | ' | ' |
Operating leases, future minimum lease payments - 2017 | 60 | ' | ' |
Operating leases, future minimum lease payments - 2018 | 6 | ' | ' |
Operating lease rent expense | $1,043 | $470 | $140 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2012 |
Metals Segment [Member] | Metals Segment [Member] | Metals Segment [Member] | Customer Past Due Invoices [Member] | Customer Past Due Invoices [Member] | Counterclaims [Member] | |
Product Liability and Other Damages [Member] | Product Liability and Other Damages [Member] | Product Liability and Other Damages [Member] | Pending Litigation [Member] | Pending Litigation [Member] | Pending Litigation [Member] | |
Metals Segment [Member] | Specialty Chemicals Segment [Member] | Specialty Chemicals Segment [Member] | ||||
Product Liability Contingency [Line Items] | ' | ' | ' | ' | ' | ' |
Claim expense | $512 | $330 | $100 | ' | ' | ' |
Period of collection efforts | ' | ' | ' | ' | ' | '12 months |
Litigation damages sought | ' | ' | ' | $135 | $134 | $3,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | ($3,078,000) | $1,461,000 | $1,913,000 | $1,465,000 | $965,000 | $843,000 | $1,090,000 | $1,337,000 | $1,760,564 | $4,234,912 | $5,797,160 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Denominator for basic earnings per share - weighted average shares (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 6,941,794 | 6,341,856 | 6,313,418 |
Effect of dilutive securities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee stock options and stock grants (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 5,610 | 52,488 | 48,670 |
Denominator for diluted earnings per share - weighted average shares (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 6,947,404 | 6,394,344 | 6,362,088 |
Earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | $0.67 | $0.92 |
Diluted (dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | $0.66 | $0.91 |
Antidilutive securities excluded from earnings per share calculation (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 161,084 | 231,200 | 139,484 |
Industry_Segments_Segment_Info
Industry Segments (Segment Information) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 26, 2013 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | $52,244,000 | $54,397,000 | $56,273,000 | $57,836,000 | $53,138,000 | $50,271,000 | $46,878,000 | $47,372,000 | $220,749,554 | $197,658,874 | $170,575,298 |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,011,000 | 10,981,000 | 11,474,000 |
Operating income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,814,227 | 7,788,008 | 8,805,365 |
Acquisition related costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 264,186 | 880,583 | 0 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,357,328 | 600,893 | 140,784 |
Change in fair value of interest rate swap | ' | ' | ' | ' | ' | ' | ' | ' | ' | -740,832 | 113,648 | 0 |
Gain on bargain purchase, net of taxes | -1,077,332 | ' | ' | ' | ' | ' | ' | ' | ' | -1,077,332 | 0 | 0 |
Other income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | -148,000 | -149,000 | -85,000 |
Income before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,158,564 | 6,340,912 | 8,750,160 |
Identifiable assets | ' | 163,260,371 | ' | ' | ' | 148,506,540 | ' | ' | ' | 163,260,371 | 148,506,540 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,114,000 | 3,399,000 | 2,659,000 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,766,000 | 4,740,000 | 3,185,000 |
Metals Segment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 164,232,000 | 146,285,000 | 127,727,000 |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | -732,000 | 6,138,000 | 9,253,000 |
Identifiable assets | ' | 124,720,000 | ' | ' | ' | 117,340,000 | ' | ' | ' | 124,720,000 | 117,340,000 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,251,000 | 2,776,000 | 2,073,000 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,312,000 | 3,551,000 | 2,097,000 |
Specialty Chemicals Segment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,518,000 | 51,374,000 | 42,848,000 |
Operating (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,743,000 | 4,843,000 | 2,221,000 |
Identifiable assets | ' | 28,041,000 | ' | ' | ' | 21,949,000 | ' | ' | ' | 28,041,000 | 21,949,000 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | 659,000 | 435,000 | 419,000 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,397,000 | 1,066,000 | 930,000 |
Corporate [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less unallocated corporate expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,197,000 | 3,193,000 | 2,668,000 |
Identifiable assets | ' | 10,499,000 | ' | ' | ' | 9,218,000 | ' | ' | ' | 10,499,000 | 9,218,000 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | 204,000 | 188,000 | 167,000 |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,000 | 123,000 | 158,000 |
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 212,816,000 | 188,292,000 | 159,820,000 |
Elsewhere [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,934,000 | $9,367,000 | $10,755,000 |
Industry_Segments_Narrative_De
Industry Segments (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of operating segments (segments) | 2 | ' | ' |
Goodwill | $18,252,678 | $18,252,678 | ' |
Metals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Goodwill | 16,898,000 | ' | ' |
Concentration risk (percentage) | 71.00% | ' | ' |
Number of suppliers (entities) | 7 | ' | ' |
Number of suppliers providing majority of supplies (entities) | 1 | ' | ' |
Specialty Chemicals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Goodwill | 1,355,000 | 1,355,000 | ' |
Concentration risk (percentage) | 50.00% | ' | ' |
Number of suppliers providing majority of supplies (entities) | 7 | ' | ' |
Corporate [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Environmental charges | $17,000 | $46,000 | $8,000 |
Supplier One [Member] | Metals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Concentration risk (percentage) | 24.00% | ' | ' |
Revenue [Member] | Metals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of major customers (entities) | ' | 0 | ' |
Concentration risk (percentage) | 11.00% | ' | 10.00% |
Revenue [Member] | Specialty Chemicals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Concentration risk (percentage) | 40.00% | 28.00% | 24.00% |
United States [Member] | Metals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of major customers (entities) | 1 | ' | ' |
United States [Member] | Specialty Chemicals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of major customers (entities) | 1 | ' | ' |
Bristol Metals, LLC, Ram-Fab, LLC and Palmer of Texas Tanks, Inc. [Member] | Metals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Ownership percentage of subsidiary (percent) | 100.00% | ' | ' |
Manufacturers Soap and Chemical Company [Member] | Specialty Chemicals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Ownership percentage of subsidiary (percent) | 100.00% | ' | ' |
Maximum [Member] | Revenue [Member] | Metals Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Concentration risk (percentage) | ' | 10.00% | ' |
Quarterly_Results_Details
Quarterly Results (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $52,244,000 | $54,397,000 | $56,273,000 | $57,836,000 | $53,138,000 | $50,271,000 | $46,878,000 | $47,372,000 | $220,749,554 | $197,658,874 | $170,575,298 |
Gross profit (loss) | -335,000 | 5,503,000 | 7,129,000 | 6,905,000 | 5,893,000 | 5,683,000 | 5,261,000 | 5,091,000 | 19,202,084 | 21,928,363 | 21,089,843 |
Net income (loss) | ($3,078,000) | $1,461,000 | $1,913,000 | $1,465,000 | $965,000 | $843,000 | $1,090,000 | $1,337,000 | $1,760,564 | $4,234,912 | $5,797,160 |
Net income (loss) per common share, basic (dollars per share) | ($0.36) | $0.23 | $0.30 | $0.23 | $0.15 | $0.13 | $0.17 | $0.21 | ' | ' | ' |
Net income (loss) per common share, diluted (dollars per share) | ($0.36) | $0.23 | $0.30 | $0.23 | $0.15 | $0.13 | $0.17 | $0.21 | ' | ' | ' |
Interest_Rate_Swap_Narrative_D
Interest Rate Swap (Narrative) (Details) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Aug. 09, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Aug. 21, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 21, 2012 |
Term Loan [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | |||
Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Term Loan [Member] | Not Designated as Hedging Instrument [Member] | Not Designated as Hedging Instrument [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | |||
Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | |||
Interest Rate Swap [Member] | |||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap notional value | ' | ' | ' | ' | $4,033,250 | ' | ' | $22,500,000 | ' | ' | $22,500,000 |
Interest rate swap, fixed interest rate (percent) | ' | ' | ' | ' | 4.83% | ' | ' | 3.74% | ' | ' | 3.74% |
Remaining maturity period of interest rate swap (years) | ' | ' | '10 years | '10 years | ' | ' | '10 years | ' | ' | ' | ' |
Fair value of interest rate swap | ' | ' | ' | ' | ' | ' | ' | ' | 301,475 | ' | ' |
Interest rate swap liability | $80,498 | $450,248 | ' | ' | ' | $80,498 | ' | ' | ' | $450,248 | ' |
Acquisitions_Textual_Details
Acquisitions (Textual) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Aug. 26, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Aug. 09, 2013 | Dec. 28, 2013 | Aug. 26, 2013 | Dec. 28, 2013 | Aug. 21, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 21, 2012 | |
CRI Facility [Member] | CRI Facility [Member] | CRI Tolling [Member] | CRI Tolling [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | |||||
employees | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Price | $4,550,000 | ' | ' | ' | $3,450,000 | ' | $1,100,000 | ' | ' | ' | ' | ' |
Employees added during acquisition (employees) | ' | ' | ' | ' | ' | ' | ' | ' | 130 | ' | ' | ' |
Acquisition purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 25,575,000 | ' | ' | ' |
Revised acquisition purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 26,951,209 | ' | ' | ' |
Period of maintenance capital expenditures subsequent to acquisition (months) | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' |
Contingent consideration payment, lower limit | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' |
Contingent consideration payment, upper limit | ' | ' | ' | ' | ' | ' | ' | ' | 10,500,000 | ' | ' | ' |
Contingent consideration earn-out period (years) | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |
Claw back period (years) | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' |
Contingency liability | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' |
Indemnification assets | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | 300,000 | ' | ' |
EBITDA threshold, lower range for earn out payment | ' | ' | ' | ' | ' | ' | ' | ' | 5,825,000 | ' | ' | ' |
EBITDA threshold, upper range for earn out payment | ' | ' | ' | ' | ' | ' | ' | ' | 6,825,000 | ' | ' | ' |
Earn out payment, above EBITDA upper range | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' |
EBITDA threshold, lower range for three year earn out payment | ' | ' | ' | ' | ' | ' | ' | ' | 17,475,000 | ' | ' | ' |
EBITDA threshold, upper range for three year earn out payment | ' | ' | ' | ' | ' | ' | ' | ' | 20,475,000 | ' | ' | ' |
Earn out payment, between lower and upper EBITDA three year ranges | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' |
Maximum three year earn out payment | ' | ' | ' | ' | ' | ' | ' | ' | 10,500,000 | ' | ' | ' |
Estimated earn out payments | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' |
Estimated earn out payments, discounted | ' | ' | ' | ' | ' | ' | ' | ' | 8,152,000 | ' | ' | ' |
Estimated earn out payments, discount rate | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' |
Current portion of contingent consideration | ' | 2,500,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' |
Earn-out liability balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' |
Intangible asset depreciation period (years) | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years |
Revenues | ' | ' | ' | ' | ' | 1,824,000 | ' | ' | ' | ' | 12,619,000 | ' |
Income before income taxes | ' | 2,158,564 | 6,340,912 | 8,750,160 | ' | 144,000 | ' | ' | ' | ' | 977,000 | ' |
Acquisition costs | ' | 264,186 | 880,583 | 0 | ' | ' | ' | 255,000 | ' | ' | 880,583 | ' |
Professional fees | ' | ' | ' | ' | ' | ' | ' | 113,000 | ' | ' | 355,000 | ' |
Bank fees | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | 337,000 | ' |
Legal fees | ' | ' | ' | ' | ' | ' | ' | 53,000 | ' | ' | 93,000 | ' |
Travel costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' |
Other expenses | ' | ' | ' | ' | ' | ' | ' | $19,000 | ' | ' | $71,000 | ' |
Acquisitions_Sources_and_Uses_
Acquisitions (Sources and Uses of Funds) (Details) (CRI Tolling [Member], USD $) | 0 Months Ended |
Aug. 26, 2013 | |
CRI Tolling [Member] | ' |
Sources of funds: | ' |
Proceeds from term loan | $4,033,250 |
Proceeds from line of credit | 516,750 |
Total sources of funds | 4,550,000 |
Business Combination, Uses of Funds [Abstract] | ' |
Acquisition of CRI Facility | 3,450,000 |
Acquisition of certain CRI assets, net of assumed liabilities | 1,100,000 |
Amount received by Company for pro-rated property taxes at close | -22,000 |
Total uses of funds | $4,528,000 |
Acquisitions_CRI_Bargain_Purch
Acquisitions (CRI Bargain Purchase Gain) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Aug. 26, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Business Combinations [Abstract] | ' | ' | ' | ' |
Fair value of new assets acquired | $5,627,332 | ' | ' | ' |
Total consideration paid | -4,550,000 | ' | ' | ' |
Bargain purchase gain | $1,077,332 | $1,077,332 | $0 | $0 |
Acquisitions_Pro_Forma_Informa
Acquisitions (Pro Forma Information) (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 29, 2012 | Dec. 31, 2011 |
CRI Tolling [Member] | CRI Tolling [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Pro forma revenues | $223,969 | $204,850 | $220,955 | $202,689 |
Pro forma net income | $1,230 | $3,599 | $5,537 | $6,478 |
Earnings per share: | ' | ' | ' | ' |
Basic (dollars per share) | $0.18 | $0.57 | $0.87 | $1.03 |
Diluted (dollars per share) | $0.18 | $0.56 | $0.87 | $1.02 |
Acquisitions_Fair_Value_of_Ass
Acquisitions (Fair Value of Assets Identified and Liabilities Assumed) (Details) (USD $) | Dec. 28, 2013 | Aug. 26, 2013 | Dec. 29, 2012 | Aug. 26, 2013 | Aug. 26, 2013 | Aug. 09, 2013 | Aug. 26, 2013 | Aug. 21, 2012 | Aug. 21, 2012 | Aug. 21, 2012 |
Color Resources, LLC [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Color Resources, LLC [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | Palmer of Texas [Member] | ||||
Recorded by Acquiree [Member] | CRI Facility [Member] | Purchase Accounting and Fair Value Adjustments [Member] | Recorded by Acquiree [Member] | Purchase Accounting and Fair Value Adjustments [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, net | ' | ' | ' | $623,539 | $623,539 | ' | ' | $4,969,030 | $4,969,030 | $0 |
Cash and cash equivalents | ' | ' | ' | ' | ' | ' | ' | 1,389,054 | 1,389,054 | 0 |
Inventories, net | ' | ' | ' | 232,771 | 232,771 | ' | ' | 5,678,368 | 5,678,368 | 0 |
Prepaid expenses | ' | ' | ' | 11,695 | 11,695 | ' | ' | 1,611,804 | 75,804 | 1,536,000 |
Building and land | ' | ' | ' | 4,100,000 | ' | 3,450,000 | 650,000 | ' | ' | ' |
Equipment, net | ' | ' | ' | 1,643,070 | 614,998 | ' | 1,028,072 | ' | ' | ' |
Accounts payable | ' | ' | ' | -365,898 | -365,898 | ' | ' | ' | ' | ' |
Accrued liabilities | ' | ' | ' | -17,105 | -17,105 | ' | ' | ' | ' | ' |
Deferred tax liability | ' | ' | ' | -600,750 | ' | ' | -600,750 | ' | ' | ' |
Net fixed assets | ' | ' | ' | ' | ' | ' | ' | 7,491,062 | 4,799,692 | 2,691,370 |
Goodwill | 18,252,678 | ' | 18,252,678 | ' | ' | ' | ' | 15,897,948 | 0 | 15,897,948 |
Intangible asset - customer base | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | 0 | 9,000,000 |
Contingent consideration | ' | ' | ' | ' | ' | ' | ' | -8,152,031 | 0 | -8,152,031 |
Other liabilities assumed | ' | ' | ' | ' | ' | ' | ' | -9,990,026 | -6,833,315 | -3,156,711 |
Total net assets acquired | ' | $5,627,332 | ' | $5,627,322 | $1,100,000 | $3,450,000 | $1,077,322 | $27,895,209 | $10,078,633 | $17,816,576 |
Payment_of_Dividends_Details
Payment of Dividends (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 03, 2013 | Dec. 10, 2012 | Dec. 05, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Payments of Dividends [Abstract] | ' | ' | ' | ' | ' | ' |
Dividends paid (in dollars per share) | $0.26 | $0.25 | $0.25 | $0.26 | $0.25 | $0.25 |
Dividend payment dates | 3-Dec-13 | 10-Dec-12 | 5-Dec-11 | ' | ' | ' |
Total outlay for dividends | $2,260 | $1,596 | $1,580 | ' | ' | ' |
Subsequent_Events_Textual_Deta
Subsequent Events (Textual) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Feb. 07, 2013 | Feb. 09, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jan. 02, 2014 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 07, 2013 | Feb. 09, 2012 | Jan. 24, 2011 | Jan. 21, 2011 | Dec. 28, 2013 | Feb. 20, 2014 | Feb. 07, 2013 | |
Subsequent Event [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | ||||||
Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | ||||||||||
Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted (shares) | 40,594 | 36,740 | ' | 100,000 | ' | ' | ' | ' | ' | 40,594 | 36,740 | 100,000 | ' | ' | 13,790 | ' |
Options granted, weighted average exercise price (dollars per share) | $13.70 | $11.35 | ' | ' | $11.55 | ' | ' | ' | ' | $13.70 | $11.35 | $11.55 | ' | ' | $14.76 | ' |
Annual vesting rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 20.00% | 20.00% | ' |
Period after option grant before options can be exercised (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | '1 year | ' | ' | ' |
Options granted, weighted average fair value (dollars per share) | $6.30 | $5.03 | $7.19 | $6.40 | $7.93 | ' | ' | ' | ' | $6.30 | $5.03 | $7.93 | ' | ' | $6.70 | ' |
Risk free interest rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.04% | 3.34% | ' | ' | 2.00% | ' |
Expected life (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | '7 years | ' | ' | '7 years | ' |
Expected volatility rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53.00% | 53.00% | 49.00% | ' | ' | 52.00% | ' |
Expected dividend yield (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.80% | 2.10% | 2.10% | ' | ' | 1.80% | ' |
Share-based compensation expense | ' | ' | $331,362 | $337,750 | $276,553 | ' | $249,000 | $228,000 | $111,000 | ' | ' | ' | ' | ' | ' | $92,000 |
Line of Credit Facility, Extension Period | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts (Details) (Allowance for Doubtful Accounts [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at Beginning of Period | $1,313 | $1,203 | $435 |
Charged to (Reduction of) Cost and Expenses | -192 | 928 | 793 |
Deductions | -42 | 818 | 25 |
Balance at End of Period | 1,079 | 1,313 | 1,203 |
Other Expense [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Charged to (Reduction of) Cost and Expenses | 107 | ' | ' |
Palmer of Texas [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Charged to (Reduction of) Cost and Expenses | 821 | ' | ' |
Notes Receivable [Member] | Palmer of Texas [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Charged to (Reduction of) Cost and Expenses | $821 | ' | ' |