Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 03, 2015 | Mar. 04, 2015 | Jun. 27, 2014 |
Document Information [Line Items] | |||
Entity Registrant Name | Synalloy Corporation | ||
Entity Central Index Key | 95953 | ||
Current Fiscal Year End Date | -2 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $135.60 | ||
Entity Common Stock, Shares Outstanding | 8,710,302 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 3-Jan-15 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 03, 2015 | Dec. 28, 2013 |
Current assets | ||
Cash and cash equivalents | $26,623 | $1,773,743 |
Accounts receivable, less allowance for doubtful accounts of $1,114,814 and $1,079,288 respectively | 29,229,927 | 29,923,485 |
Inventories, net | ||
Raw materials | 38,405,587 | 16,557,350 |
Work-in-process | 7,128,602 | 16,041,141 |
Finished goods | 22,140,481 | 18,897,421 |
Total inventories | 67,674,670 | 51,495,912 |
Deferred income taxes | 2,921,654 | 3,776,647 |
Prepaid expenses and other current assets | 5,460,344 | 4,091,489 |
Current assets held for sale | 0 | 8,550,076 |
Total current assets | 105,313,218 | 99,611,352 |
Cash value of life insurance | 2,046,512 | 2,007,419 |
Property, plant and equipment, net | 39,937,466 | 32,665,281 |
Goodwill | 23,250,201 | 17,252,678 |
Intangible assets, net | 17,001,525 | 6,930,000 |
Deferred charges, net and other non-current assets | 300,308 | 575,546 |
Assets held for sale | 0 | 4,218,095 |
Total assets | 187,849,230 | 163,260,371 |
Current liabilities | ||
Accounts payable | 21,388,298 | 11,440,573 |
Accrued expenses | 14,684,686 | 9,182,369 |
Current portion of long-term debt | 4,533,908 | 2,533,908 |
Current portion of environmental reserves | 126,000 | 147,500 |
Current liabilities held for sale | 0 | 1,318,876 |
Total current liabilities | 40,732,892 | 24,623,226 |
Long-term debt, less current portion | 27,255,442 | 20,904,708 |
Long-term environmental reserves | 450,000 | 478,500 |
Long-term deferred compensation | 209,500 | 219,794 |
Long-term contingent consideration | 2,596,516 | 3,362,031 |
Deferred income taxes | 6,438,146 | 7,573,999 |
Long-term pension liability from the closure of Bristol Fab | 713,181 | 0 |
Shareholders' equity | ||
Common stock, par value $1 per share - authorized 12,000,000 shares; issued 10,300,000 shares | 10,300,000 | 10,300,000 |
Capital in excess of par value | 34,054,374 | 33,657,714 |
Retained earnings | 79,167,323 | 76,337,597 |
Shareholders' equity before treasury stock | 123,521,697 | 120,295,311 |
Less cost of common stock in treasury: 1,589,698 and 1,612,200 shares, respectively | 14,068,144 | 14,197,198 |
Total shareholders' equity | 109,453,553 | 106,098,113 |
Commitments and contingencies – See Note 11 | ||
Total liabilities and shareholders' equity | $187,849,230 | $163,260,371 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 03, 2015 | Dec. 28, 2013 |
Current assets | ||
Accounts receivable, allowance for doubtful accounts | $1,114,814 | $1,079,288 |
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 | 10,300,000 |
Common stock in treasury, at cost (in shares) | 1,589,698 | 1,612,200 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Income Statement [Abstract] | |||
Net sales | $199,504,628 | $196,751,175 | $166,162,142 |
Cost of sales | 166,575,146 | 176,953,036 | 146,429,581 |
Gross profit | 32,929,482 | 19,798,139 | 19,732,561 |
Selling, general and administrative expense | 16,588,684 | 16,034,428 | 12,408,581 |
Operating income | 16,340,798 | 3,763,711 | 7,323,980 |
Other (income) and expense | |||
Interest expense | 1,091,694 | 1,357,328 | 600,893 |
Acquisition related costs | 301,715 | 264,186 | 880,583 |
Change in fair value of interest rate swap | 425,543 | -740,832 | 113,648 |
Palmer earn-out adjustment | -3,476,197 | 0 | 0 |
Gain on bargain purchase, net of taxes | 0 | -1,077,332 | 0 |
Other, net | -6,744 | -147,687 | -148,028 |
Income before income taxes | 18,004,787 | 4,108,048 | 5,876,884 |
Provision for income taxes | 5,386,000 | 1,210,000 | 1,894,000 |
Net income from continuing operations | 12,618,787 | 2,898,048 | 3,982,884 |
Net (loss) income from discontinued operations, net of tax | -7,156,524 | -1,137,484 | 252,028 |
Net income | $5,462,263 | $1,760,564 | $4,234,912 |
Net income per common share from continuing operations: | |||
Basic (dollars per share) | $1.45 | $0.42 | $0.63 |
Diluted (dollars per share) | $1.45 | $0.42 | $0.62 |
Net (loss) income per diluted common share from discontinued operations: | |||
Basic (dollars per share) | ($0.82) | ($0.16) | $0.04 |
Diluted (dollars per share) | ($0.82) | ($0.16) | $0.04 |
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 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 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 5,462,263 | 5,462,263 | |||
Payment of dividends | -2,632,537 | -2,632,537 | |||
Issuance of shares of common stock from the treasury | 119,540 | -8,341 | 127,881 | ||
Stock options exercised, net | 42,017 | 40,844 | 1,173 | ||
Employee stock option and grant compensation | 364,157 | 364,157 | |||
Ending balance at Jan. 03, 2015 | $109,453,553 | $10,300,000 | $34,054,374 | $79,167,323 | ($14,068,144) |
Consolidated_Statements_of_Sha1
Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Payment of dividends (dollars per share) | $0.30 | $0.26 | $0.25 |
Issuance of shares of common stock from the treasury (in shares) | 14,522 | 17,572 | 19,089 |
Stock options exercised, net (shares) | 7,980 | 13,495 | 11,800 |
Issuance of common stock (shares) | 2,300,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Operating activities | |||
Net income | $5,462,263 | $1,760,564 | $4,234,912 |
Loss (income) from discontinued operations, net of tax | 7,156,524 | 1,137,484 | -252,028 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation expense | 3,724,757 | 3,074,369 | 2,394,298 |
Amortization expense | 1,466,395 | 1,597,578 | 567,693 |
Deferred income taxes | 796,916 | -1,325,781 | 164,774 |
Bargain gain on acquisition of CRI, net of taxes | 0 | -1,077,332 | 0 |
Palmer earn-out adjustment | -3,476,197 | 0 | 0 |
Provision for (reduction of) losses on accounts receivable | 72,100 | -229,230 | 105,918 |
Provision for losses on inventories | 2,548,196 | 169,810 | 463,824 |
Loss (gain) on sale of property, plant and equipment | 26,800 | 8,044 | -107,970 |
Cash value of life insurance | -39,093 | -161,530 | -190,996 |
Change in fair value of interest rate swap | 425,543 | -740,832 | 113,648 |
Environmental reserves | -50,000 | -14,000 | 0 |
Issuance of treasury stock for director fees | 110,501 | 127,989 | 99,995 |
Employee stock option and grant compensation | 364,157 | 331,362 | 337,750 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,448,709 | 642,125 | -894,385 |
Inventories | -3,298,982 | -2,659,949 | -2,615,218 |
Other assets and liabilities, net | -1,164,297 | -303,959 | -1,661,047 |
Accounts payable | 7,820,957 | 879,632 | -3,971,870 |
Accrued expenses | 3,995,534 | -2,316,263 | 1,189,805 |
Accrued income taxes | -1,287,007 | -863,495 | -754,713 |
Net cash provided by (used in) continuing operating activities | 28,103,776 | 36,586 | -775,610 |
Net cash provided by (used in) discontinued operating activities | 785,249 | -5,578,384 | 2,410,473 |
Net cash provided by (used in) operating activities | 28,889,025 | -5,541,798 | 1,634,863 |
Investing activities | |||
Purchases of property, plant and equipment | -8,065,992 | -5,648,290 | -4,542,150 |
Proceeds from sale of property, plant and equipment | 8,000 | 136,297 | 148,500 |
Proceeds from life insurance settlement | 0 | 703,331 | 734,206 |
Net cash used in continuing investing activities | -39,535,465 | -9,336,424 | -30,165,599 |
Net cash provided by (used in) discontinued investing activities | 3,589,064 | -115,472 | -192,228 |
Net cash used in investing activities | -35,946,401 | -9,451,896 | -30,357,827 |
Financing activities | |||
Net borrowings from (payments on) line of credit | 884,637 | -18,060,894 | 9,410,463 |
Borrowings from long-term debt | 10,000,000 | 4,033,250 | 22,500,000 |
Payments on long-term debt | -2,533,903 | -2,401,103 | -759,962 |
Payments on pension liability from the closure of Bristol Fab | -449,958 | 0 | 0 |
Proceeds from notes receivable | 0 | 0 | 20,000 |
Proceeds from sale of common stock | 0 | 34,232,625 | 0 |
Proceeds from exercised stock options | 42,017 | 138,026 | 123,888 |
Dividends paid | -2,632,537 | -2,259,728 | -1,596,302 |
Net cash provided by financing activities | 5,310,256 | 15,682,176 | 29,698,087 |
(Decrease) increase in cash and cash equivalents | -1,747,120 | 688,482 | 975,123 |
Cash and cash equivalents at beginning of year | 1,773,743 | 1,085,261 | 110,138 |
Cash and cash equivalents at end of year | 26,623 | 1,773,743 | 1,085,261 |
Palmer of Texas [Member] | |||
Investing activities | |||
Acquisition | 0 | 0 | -27,895,209 |
Cash received from acquisition | 0 | 0 | 1,389,054 |
Color Resources, LLC [Member] | |||
Investing activities | |||
Acquisition | 0 | -4,527,762 | 0 |
Specialty Pipe And Tube, Inc. [Member] | |||
Investing activities | |||
Acquisition | -31,490,433 | 0 | 0 |
Cash received from acquisition | $12,960 | $0 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Jan. 03, 2015 | |||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||||
Description of Business | |||||
Synalloy Corporation (the "Company"), 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, Bristol Fab, Ram-Fab, Palmer and Specialty. BRISMET manufactures pipe, Bristol Fab 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, Palmer manufactures liquid storage solutions and separation equipment and Specialty is a master distributor of seamless carbon pipe and tube. The Specialty Chemicals Segment operates as Manufacturers Chemicals and CRI Tolling and produces specialty chemicals. Bristol Fab and Ram-Fab were sold or closed during 2014. See Note 17. | |||||
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; Palmer of Texas Tanks, Inc., located in Andrews, Texas and Specialty Pipe & Tube, Inc., located in Mineral Ridge, Ohio and Houston, 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 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 2014 ended on January 3, 2015 with the year having 53 weeks. Fiscal year 2013 ended on December 28, 2013 and fiscal year 2012 ended on December 29, 2012, 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 receivable 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 are reimbursed to the sellers. | |||||
Included in the SPA of Specialty, the sellers guaranteed the collectability of the acquired accounts receivable. Per the SPA, at 120 days after the acquisition date, any uncollected accounts receivable will be remitted to the Company. | |||||
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 January 3, 2015 and December 28, 2013, inventories have been reduced by $4,866,000 and $2,217,000, 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. | |||||
Business Combinations | |||||
Acquisitions are accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. 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. | |||||
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 represent 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 or a straight-line 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 ranging from 10 to 15 years. The weighted average amortization period for the customer relationships is approximately twelve years. Deferred charges and intangible assets totaled $20,961,000 and $9,407,000 at January 3, 2015 and December 28, 2013, respectively. Accumulated amortization of deferred charges and intangible assets as of January 3, 2015 and December 28, 2013 totaled $3,670,000 and $2,203,000, respectively. Estimated amortization expense for the next five fiscal years based on existing deferred charges and intangible assets is: 2015 - $2,335,000, 2016 - $2,171,000, 2017 - $2,032,000; 2018 - $1,868,000; 2019 - $1,740,000; and thereafter - $7,145,000. The Company recorded amortization expense of $1,466,000, $1,598,000 and $568,000 for 2014, 2013 and 2012, 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 $3,775,000, $4,871,000 and $3,445,000 in 2014, 2013 and 2012, respectively, are recorded in cost of goods sold. | |||||
Research and Development Expenses | |||||
The Company incurred research and development expense of approximately $531,000, $558,000 and $612,000 in 2014, 2013 and 2012, 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 relate to purchase accounting adjustments which included the measurement of 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 January 3, 2015 and December 28, 2013, 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 $2,047,000 and $2,007,000 at January 3, 2015 and December 28, 2013, 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 $11,000 and $301,000 at January 3, 2015 and December 28, 2013, respectively. The fair value of the CRI swap was a liability of $215,000 and $80,000 at January 3, 2015 and December 28, 2013, respectively. 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 of Palmer was determined using management's best estimate of Palmer's EBITDA for the three-year earn-out period which will determine the amount of the ultimate payment to be made. The amount of the total earn-out liability due to the prior owner of Specialty was determined using management's best estimate of Specialty's EBITDA for the two-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. During the three months ended June 28, 2014, the Company reviewed the Palmer earn-out reserve for the second and third year payments and determined the EBTIDA threshold target of $5,825,000 for the period from August 22, 2013 to August 21, 2014 ("Year 2") would not be attained, and therefore, the earn-out payment of $2,500,000 for Year 2 was not made to the former Palmer shareholders. As a result, the Company adjusted the earn-out liability to the present value of the Company's current estimates by recognizing a gain of approximately $3,476,000 during the second quarter. The Company does not expect Palmer to meet the EBITDA threshold target of $6,825,000 during the final twelve month earn-out period; however, it should reach the $5,825,000 threshold for year three. | |||||
The following table presents a summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis for 2014 and 2013: | |||||
Level 3 Inputs | |||||
Balance at December 29, 2012 | $ | 8,208,831 | |||
Interest expense charged during the year | 153,200 | ||||
Payment to Palmer sellers | (2,500,000 | ) | |||
Balance at December 28, 2013 | 5,862,031 | ||||
Present value of contingent consideration liability associated with the Specialty acquisition | 4,773,620 | ||||
Interest expense charged during the year | 96,933 | ||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | (3,476,197 | ) | |||
Balance at January 3, 2015 | $ | 7,256,387 | |||
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the years ended January 3, 2015 or December 28, 2013. There have also been no changes in the fair value methodologies used by the Company during the years ended January 3, 2015 or December 28, 2013. | |||||
Use of Estimates | |||||
The preparation of the consolidated financial statements in conformity with 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. | |||||
Recent accounting pronouncements | |||||
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity", which changes the criteria for when the disposal of a component entity may be presented as discontinued operations. The standard requires that the disposal be considered a strategic shift (such as the disposal of a major geographical area, a major line of business, a major equity method investment, or other major part of an entity) which will have a major effect on a reporting entity's operating and financial results in order to be presented as discontinued operations. Disposals that do qualify for discontinued operations presentation will require expanded disclosure. ASU 2014-08 is effective for disposals which occur during annual periods beginning on or after December 15, 2014. The Company did not elect to early adopt the provisions of this ASU. | |||||
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)", which changes the criteria for recognizing revenue. The standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires a five-step process for recognizing revenue including identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that ASU 2014-09 will have on its consolidated financial statements. | |||||
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 | |||||||
Jan. 03, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Property, Plant and Equipment | |||||||
Property, plant and equipment consist of the following: | ||||||||
2014 | 2013 | |||||||
Land | $ | 1,742,213 | $ | 652,213 | ||||
Land improvements | 714,398 | 662,521 | ||||||
Buildings | 21,371,594 | 18,586,308 | ||||||
Machinery, fixtures and equipment | 56,651,197 | 50,239,409 | ||||||
Construction-in-progress | 5,494,166 | 5,014,348 | ||||||
85,973,568 | 75,154,799 | |||||||
Less accumulated depreciation | 46,036,102 | 42,489,518 | ||||||
Property, plant and equipment, net | $ | 39,937,466 | $ | 32,665,281 | ||||
The Company recorded depreciation expense from continuing operations of $3,725,000, $3,074,000, and $2,394,000 for 2014, 2013 and 2012, respectively. |
Longterm_Debt
Long-term Debt | 12 Months Ended | |||||||
Jan. 03, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-term Debt | Long-term Debt | |||||||
2014 | 2013 | |||||||
$ 40,000,000 Revolving line of credit, due November 21, 2017 | $ | 884,637 | $ | — | ||||
$10,000,000 Term loan, due November 21, 2019 | 10,000,000 | — | ||||||
$22,500,000 Term loan, due August 21, 2022 | 17,250,000 | 19,500,000 | ||||||
$4,033,250 Mortgage, due August 19, 2023 | 3,654,713 | 3,938,616 | ||||||
31,789,350 | 23,438,616 | |||||||
Less current portion | 4,533,908 | 2,533,908 | ||||||
Long-term debt, less current portion | $ | 27,255,442 | $ | 20,904,708 | ||||
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. In connection with the Specialty acquisition discussed in Note 16, on November 21, 2014, the Company modified the Credit Agreement to increase the limit of the credit facility by $15,000,000 to a maximum of $40,000,000, and extended the maturity date to November 21, 2017. The Total Funded Debt to EBITDA ratio (as defined in the Credit Agreement), tangible net worth floor (as defined in the Credit Agreement), and Total Liabilities to Tangible Net Worth ratio (as defined in the Credit Agreement) were changed as a result of this modification. 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. | ||||||||
In connection with the acquisition of Specialty, discussed in Note 16, the Credit Agreement modification on November 21, 2014 also provided for a five-year term loan, expiring November 21, 2019, in the amount of $10,000,000 that requires equal monthly payments of $166,667, plus interest, 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). The interest rate was 2.07 percent at January 3, 2015. | ||||||||
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. The interest rate was 2.42 percent at January 3, 2015. In conjunction with this 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. The interest rate was 2.16 percent at January 3, 2015. In conjunction with this term loan, to mitigate the variability of interest rate risk, the Company entered into 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 recorded in current assets or liabilities, as appropriate, with corresponding offsetting entries to other income (expense). The Company recorded an $11,000 asset and a $301,000 asset for the fair value of the Palmer swap as of January 3, 2015 and December 28, 2013, respectively. As of January 3, 2015 and December 28, 2013, the Company recorded a liability of $215,000 and $80,000, respectively, for the fair value of the CRI swap. During 2012, 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 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 Specialty, 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 January 3, 2015, the Company was in compliance with all debt covenants. | ||||||||
The line of credit interest rates were 1.77 percent, 2.16 percent, and 2.21 percent at January 3, 2015, December 28, 2013, and December 29, 2012, 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. As of January 3, 2015, the amount available for borrowing under the line of credit was $40,000,000 of which $884,637 was borrowed, leaving $39,115,363 of availability. Average line of credit borrowings outstanding during fiscal 2014, 2013 and 2012 were $2,735,000, $19,860,000 and $11,045,000 with weighted average interest rates of 1.35 percent, 1.74 percent and 1.82 percent, respectively. The average borrowings for 2014 and 2013 were determined based on the period the Company had an outstanding balance on the line of credit. During 2013, the line of credit was completely paid in October 2013 and the Company had no borrowings on the line of credit until December 2014. | ||||||||
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: 2015 - $4,534,000; 2016 - $4,534,000; 2017 - $4,534,000; 2018 - $4,497,000; 2019 - $4,258,000; and thereafter - $8,547,000. | ||||||||
The Company made interest payments on all credit facilities of $930,000 in 2014, $1,202,000 in 2013 and $492,000 in 2012. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Jan. 03, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued Expenses | |||||||
Accrued expenses consist of the following: | ||||||||
2014 | 2013 | |||||||
Salaries, wages and commissions | $ | 2,814,279 | $ | 1,224,856 | ||||
Current portion of contingent consideration | 4,659,871 | 2,500,000 | ||||||
Facility closing reserves | 1,570,399 | — | ||||||
Uncertain tax positions | 1,504,146 | — | ||||||
Advances from customers | 1,027,123 | 1,617,298 | ||||||
Insurance | 859,151 | 1,229,440 | ||||||
Current portion of pension liability from the closure of Bristol Fab | 780,595 | — | ||||||
Taxes, other than income taxes | 470,456 | 795,015 | ||||||
Benefit plans | 212,352 | 530,603 | ||||||
Interest | 56,922 | 31,015 | ||||||
Professional fees | 194,065 | 302,304 | ||||||
Interest rate swap liability | 215,188 | 80,498 | ||||||
Current portion of deferred compensation | 51,000 | 51,000 | ||||||
Other accrued items | 269,139 | 820,340 | ||||||
Total accrued expenses | $ | 14,684,686 | $ | 9,182,369 | ||||
Environmental_Compliance_Costs
Environmental Compliance Costs | 12 Months Ended |
Jan. 03, 2015 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Compliance Costs | Environmental Compliance Costs |
At January 3, 2015 and December 28, 2013, the Company had accrued $576,000 and $626,000, 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. During 2014, the EPD closed the surface impoundment regulated unit since the Company met post-closure clean-up goals and the Company renewed the Corrective Action Permit, which includes a site-wide corrective action plan, long-term monitoring and institutional controls. The Company has accrued $501,000 and $551,000 at January 3, 2015 and December 28, 2013, 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 January 3, 2015 and December 28, 2013, 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 2013. 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 in 2013, was 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 |
Jan. 03, 2015 | |
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, $261,000 at January 3, 2015 and $271,000 at December 28, 2013, has been accrued. |
Stock_Options_Stock_Grants_and
Stock Options, Stock Grants and New Stock | 12 Months Ended | ||||||||||||||||||
Jan. 03, 2015 | |||||||||||||||||||
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 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 | ) | |||||||||||||||
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 | ) | |||||||||||||||
Expired | $ | 12.7 | (83,351 | ) | 83,351 | ||||||||||||||
At December 28, 2013 | $ | 11.95 | 162,736 | 7.5 | $ | 582,894 | 181,017 | ||||||||||||
Granted February 20, 2014 | $ | 14.76 | 13,790 | (13,790 | ) | ||||||||||||||
Exercised | $ | 11.23 | (17,074 | ) | |||||||||||||||
Expired | $ | 13.7 | (2,157 | ) | 2,157 | ||||||||||||||
At January 3, 2015 | $ | 12.25 | 157,295 | 6.9 | 852,810 | 169,384 | |||||||||||||
Exercisable options | $ | 11.73 | 56,787 | 6.4 | $ | 337,467 | |||||||||||||
Options expected to vest: | Grant Date Fair Value | ||||||||||||||||||
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 | |||||||||||||
Granted February 20, 2014 | $ | 14.76 | 13,790 | $ | 6.7 | ||||||||||||||
Vested | $ | 11.98 | (33,702 | ) | |||||||||||||||
Forfeited unvested options | $ | 13.7 | (1,725 | ) | |||||||||||||||
At January 3, 2015 | $ | 12.54 | 100,508 | 7.2 | $ | 6.76 | |||||||||||||
The following table summarizes information about stock options outstanding at January 3, 2015: | |||||||||||||||||||
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 | ||||||||||||||||||
$ | 11.55 | 82,342 | $ | 11.55 | 6.05 | 42,342 | $ | 11.55 | |||||||||||
$ | 11.35 | 27,996 | $ | 11.35 | 7.09 | 8,912 | $ | 11.35 | |||||||||||
$ | 13.7 | 33,167 | $ | 13.7 | 8.09 | 5,533 | $ | 13.7 | |||||||||||
$ | 14.76 | 13,790 | $ | 14.76 | 9.13 | — | |||||||||||||
157,295 | 56,787 | ||||||||||||||||||
The 2011 Plan is an incentive stock option plan, therefore there are no income tax consequences to the Company when an option is granted or exercised. 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 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. | |||||||||||||||||||
On February 20, 2014, the Company granted options to purchase 13,790 shares of its common stock at an exercise price of $14.76 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 the 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 2.00 percent, an expected life of seven years, an expected volatility of 0.52 and a dividend yield of 1.80 percent. | |||||||||||||||||||
In 2014, 2013 and 2012, options for 17,074, 15,247 and 11,800 shares were exercised by employees and directors for an aggregate exercise price of $192,000, $163,000 and $124,000, respectively. The proceeds were generated from cash received of $42,000 and repurchase of 9,094 shares from employees and directors totaling $150,000 in 2014, from cash received of $138,000 and repurchase of 1,752 shares from employees and directors totaling $25,000 in 2013 and from cash received of $124,000 in 2012. At the 2014, 2013 and 2012 respective year ends, options to purchase 56,787, 40,591 and 29,000 shares with weighted average exercise prices of $11.73, $11.26 and $10.84, respectively, were fully exercisable. Compensation cost charged against income before taxes for the options was approximately $261,000 for 2014, $249,000 for 2013 and $228,000 for 2012. As of January 3, 2015, there was $459,000 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 2.32 years. | |||||||||||||||||||
The Company has a 2005 Stock Awards Plan in effect at January 3, 2015. A summary of plan activity for 2012, 2013 and 2014 is as follows: | |||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||
Grant Date Fair Value | |||||||||||||||||||
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 | ||||||||||||||||
Granted October 16, 2014 | 31,080 | $ | 15.69 | ||||||||||||||||
Granted November 21, 2014 | 23,665 | $ | 15.85 | ||||||||||||||||
Vested | (7,434 | ) | $ | 10.6 | |||||||||||||||
Forfeited | (160 | ) | $ | 13.34 | |||||||||||||||
Outstanding at January 3, 2015 | 66,403 | $ | 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. On October 16, 2014, 31,080 shares, with a market price of $15.69 per share, were granted under the Plan to the chief executive officer of the Company. On November 21, 2014, as a result of the acquisition of Specialty, 23,665 shares, at a market price of $15.85 per share, were granted under the Plan to certain management employees of Specialty. 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. | |||||||||||||||||||
Compensation expense on the grants issued is 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 $103,000, $66,000 net of income taxes, or $0.01 per share for 2014, $82,000, $52,000 net of income taxes, or $0.01 per share for 2013 and $110,000, $70,000 net of income taxes, or $0.01 per share, for 2012. As of January 3, 2015, there was $902,000 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 4.55 years. | |||||||||||||||||||
Each year, the Company allows 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 for those individuals that are appointed mid-term. On April 24, 2014 and April 25, 2013, non-employee directors received an aggregate of 7,088 and 9,411 shares, respectively, of restricted stock in lieu of total retainer fees of $111,000 and $128,000, respectively. 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 used the net proceeds from the offering to invest approximately $3,500,000 in new equipment for the CRI Tolling facility, and used $18,061,000 to pay off the outstanding balance on the line of credit. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||
Jan. 03, 2015 | |||||||||||||||||||||
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) | 2014 | 2013 | |||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||
Inventory valuation reserves | $ | 303 | $ | 794 | |||||||||||||||||
Allowance for doubtful accounts | 85 | 100 | |||||||||||||||||||
Inventory capitalization | 1,504 | 3,089 | |||||||||||||||||||
Environmental reserves | 206 | 224 | |||||||||||||||||||
Interest rate swap | 41 | 128 | |||||||||||||||||||
Back charge accrual | 23 | 203 | |||||||||||||||||||
Deferred compensation | 93 | 97 | |||||||||||||||||||
Accrued bonus | 739 | — | |||||||||||||||||||
Facility closing reserves | 568 | — | |||||||||||||||||||
State net operating loss carryforwards | 206 | 142 | |||||||||||||||||||
Other | 370 | 253 | |||||||||||||||||||
Total deferred tax assets | 4,138 | 5,030 | |||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||
Tax over book depreciation and amortization | 6,804 | 8,021 | |||||||||||||||||||
Prepaid expenses | 825 | 749 | |||||||||||||||||||
Other | 26 | 57 | |||||||||||||||||||
Total deferred tax liabilities | 7,655 | 8,827 | |||||||||||||||||||
Net deferred tax liabilities | $ | (3,517 | ) | $ | (3,797 | ) | |||||||||||||||
Significant components of the provision for income taxes from continuing operations are as follows: | |||||||||||||||||||||
(Amounts in thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Current: | |||||||||||||||||||||
Federal | $ | 3,933 | $ | 2,192 | $ | 1,493 | |||||||||||||||
State | 656 | 344 | 236 | ||||||||||||||||||
Total current | 4,589 | 2,536 | 1,729 | ||||||||||||||||||
Deferred: | |||||||||||||||||||||
Federal | 964 | (1,113 | ) | 250 | |||||||||||||||||
State | (167 | ) | (213 | ) | (85 | ) | |||||||||||||||
Total deferred | 797 | (1,326 | ) | 165 | |||||||||||||||||
Total | $ | 5,386 | $ | 1,210 | $ | 1,894 | |||||||||||||||
The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: | |||||||||||||||||||||
(Amounts in thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||||||
Tax at U.S. statutory rates | $ | 6,302 | 35 | % | $ | 1,397 | 34 | % | $ | 1,998 | 34 | % | |||||||||
State income taxes, net of federal tax benefit | 324 | 1.8 | % | 74 | 1.8 | % | 106 | 1.8 | % | ||||||||||||
Palmer earn-out adjustment | (1,217 | ) | (6.8 | )% | — | — | % | — | — | % | |||||||||||
Bargain gain on CRI acquisition | — | — | % | (366 | ) | (8.9 | )% | — | — | % | |||||||||||
Manufacturing exemption | (458 | ) | (2.5 | )% | (138 | ) | (3.4 | )% | (180 | ) | (3.1 | )% | |||||||||
Stock issuance costs | — | — | % | 101 | 2.5 | % | — | — | % | ||||||||||||
Stock option compensation | 91 | 0.5 | % | 85 | 2.1 | % | 38 | 0.6 | % | ||||||||||||
Uncertain tax positions | 139 | 0.8 | % | — | — | % | — | — | % | ||||||||||||
Other, net | 205 | 1.1 | % | 57 | 1.4 | % | (68 | ) | (1.1 | )% | |||||||||||
Total | $ | 5,386 | 29.9 | % | $ | 1,210 | 29.5 | % | $ | 1,894 | 32.2 | % | |||||||||
Income tax payments of approximately $2,091,000, $2,445,000 and $1,991,000 were made in 2014, 2013 and 2012, respectively. The Company had state net operating loss carryforwards at the end of fiscal years 2014 and 2013 of approximately $50,774,000 and $45,503,000, respectively. These losses will expire between the years of 2017 and 2034. A valuation allowance has been set up against $45,965,000 of these state net operating loss carryforwards because it is not more likely than not that the losses will be realized in the foreseeable future. The valuation allowance for the net operating loss carryforwards was $1,570,000 at January 3, 2015, an increase of $178,000 from the prior year. | |||||||||||||||||||||
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in multiple state jurisdictions. The federal statute of limitations is closed for tax years prior to 2012. The Company's 2012 and 2013 federal income tax returns are currently being examined by the Internal Revenue Service. | |||||||||||||||||||||
Provided below is a roll forward of the Company's uncertain tax positions. | |||||||||||||||||||||
(Amounts in thousands) | Unrecognized Tax Benefit | Interest and Penalties | Total | ||||||||||||||||||
Balance at December 29, 2012 | — | — | — | ||||||||||||||||||
Increases related to prior year tax positions | — | — | — | ||||||||||||||||||
Decreases related to prior year tax positions | — | — | — | ||||||||||||||||||
Increases related to current year tax position | — | — | — | ||||||||||||||||||
Settlements during period | — | — | — | ||||||||||||||||||
Lapse of statute of limitations | — | — | — | ||||||||||||||||||
Balance at December 28, 2013 | — | — | — | ||||||||||||||||||
Increases related to prior year tax positions | 1,431 | 73 | 1,504 | ||||||||||||||||||
Decreases related to prior year tax positions | — | — | — | ||||||||||||||||||
Increases related to current year tax position | — | — | — | ||||||||||||||||||
Settlements during period | — | — | — | ||||||||||||||||||
Lapse of statute of limitations | — | — | — | ||||||||||||||||||
Balance at January 3, 2015 | 1,431 | 73 | 1,504 | ||||||||||||||||||
As of January 3, 2015, the Company's liability for unrecognized tax benefits was $1,504,000. 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. Interest and penalties increased income tax expense by $73,000 for the year ended January 3, 2015. The Company expects a decrease of $1,504,000 for unrecognized tax benefits over the next twelve months. |
Benefit_Plans_and_Collective_B
Benefit Plans and Collective Bargaining Agreements | 12 Months Ended |
Jan. 03, 2015 | |
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 2014. 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 2014. 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 2014, 2013 and 2012 the maximum was four percent. The matching contribution is allocated after each payroll. Matching contributions of approximately $521,000, $550,000 and $390,000 were made for 2014, 2013 and 2012, 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 2014, 2013 or 2012. The Company also contributes to union-sponsored defined contribution retirement plans. Contributions relating to these plans were approximately $2,329,000, $882,000 and $739,000 for 2014, 2013 and 2012, respectively. As discussed in Note 17, upon closure of Bristol Fab, the Company was legally obligated to pay a withdrawal liability to the Union's pension fund of over $1.9 million. This withdrawal liability is included in the employer contribution to the union-sponsored defined contribution retirement plan for 2014. | |
The Company has three collective bargaining agreements at its Bristol, Tennessee and Mineral Ridge, Ohio facility. The number of employees of the Company represented by these unions, located at the Bristol, Tennessee and Mineral Ridge, Ohio facilities, is 162, or 35 percent of the Company's total employees. They are represented by two locals affiliated with the United Steelworkers and one local affiliated with the Teamsters. The Company considers relationships with its union employees to be satisfactory. Collective bargaining contracts for the United Steelworkers will expire in June 2017 and July 2019. The Company has given notice to the Teamsters that their contract will not be renewed. There were two employees represented by this union. |
Leases
Leases | 12 Months Ended |
Jan. 03, 2015 | |
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, property for a storage yard in Mineral Ridge, Ohio and various manufacturing and office equipment at each of its locations, all under operating leases. The amount of future minimum lease payments under these operating leases are as follows: 2015 - $449,000; 2016 - $241,000; 2017 - $182,000; 2018 - $26,000; and 2019 - $15,000. Rent expense related to operating leases was $903,000, $1,043,000 and $470,000 in 2014, 2013 and 2012, 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 |
Jan. 03, 2015 | |
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 from continuing operations of $115,000 and $298,000 for 2014 and 2013, respectively, for specific customers' product claims. No significant claims expenses were incurred during 2012. These claim expenses exclude normal, recurring warranty charges. Any legal costs associated with commitments or contingencies are expensed as incurred. | |
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. 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. The case is currently pending in Texas state court. | |
In September 2014, a Metals Segment customer filed suit against Synalloy Fabrication, LLC (discontinued operation) and its surety in the United States District Court for the District of Maryland (Baltimore Division) alleging breach of contract, among other claims. The plaintiff's claim for damages is approximately $4,000,000. This matter arises from a disagreement over the scope of a pipe fabrication project and whether an enforceable contract exists between both parties. This case is currently pending in federal court in Maryland. The estimated costs associated with this claim are included in the facility closing reserve explained in the next paragraph. | |
As discussed in Note 17, the Company closed or sold two manufacturing facilities during 2014. A closing reserve was established at that time for projected costs which may be incurred as a result of these closures. Approximately $1,570,000 remains in accrued expenses at January 3, 2015. | |
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 | |||||||||||
Jan. 03, 2015 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Earnings Per Share | Earnings Per Share | |||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income from continuing operations | $ | 12,618,787 | $ | 2,898,048 | $ | 3,982,884 | ||||||
Net (loss) income from discontinued operations, net of tax | $ | (7,156,524 | ) | $ | (1,137,484 | ) | $ | 252,028 | ||||
Denominator: | ||||||||||||
Denominator for basic earnings per share - weighted average shares | 8,702,094 | 6,941,794 | 6,341,856 | |||||||||
Effect of dilutive securities: | ||||||||||||
Employee stock options and stock grants | 13,008 | 5,610 | 52,488 | |||||||||
Denominator for diluted earnings per share - weighted average shares | 8,715,102 | 6,947,404 | 6,394,344 | |||||||||
Earnings per share from continuing operations | ||||||||||||
Basic | $ | 1.45 | $ | 0.42 | $ | 0.63 | ||||||
Diluted | $ | 1.45 | $ | 0.42 | $ | 0.62 | ||||||
Loss (earnings) per share from discontinued operations | ||||||||||||
Basic | $ | (0.82 | ) | $ | (0.16 | ) | $ | 0.04 | ||||
Diluted | $ | (0.82 | ) | $ | (0.16 | ) | $ | 0.04 | ||||
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 46,957 in 2014, 161,084 in 2013 and 231,200 in 2012, which were not included in the diluted earnings per share calculation as their effect was anti-dilutive. |
Industry_Segments
Industry Segments | 12 Months Ended | |||||||||||
Jan. 03, 2015 | ||||||||||||
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 BRISMET, Palmer and Specialty, both wholly-owned subsidiaries of the Company. BRISMET manufactures pipe from stainless steel and other alloys, Palmer produces fiberglass and steel storage tanks, and Specialty is a master distributor of seamless carbon pipe and tube. 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, 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 MC, and CRI Tolling, LLC, a wholly owned subsidiary of the Company. The Specialty Chemicals Segment manufactures a wide variety of specialty chemicals 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 $21,895,000 and $15,898,000 in 2014 and 2013, respectively, and the Specialty Chemicals Segment's identifiable assets include goodwill of $1,355,000 in 2014 and 2013. 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 income of $13,000 for 2014 and environmental charges of $17,000 and $46,000 for 2013 and 2012, respectively. Corporate assets consist principally of cash, certain investments, and equipment. | ||||||||||||
One customer accounted for ten percent of the Metals Segment's revenues in 2013. There were no customers representing more than ten percent of the Metals Segment's revenues in2014 and 2012. The Specialty Chemicals Segment has one domestic customer that accounted for approximately 31 percent of revenues for 2014 with a different domestic customer representing 40 percent of revenues for 2013, and 28 percent of revenues in 2012. The change in customers resulted from two of the three product lines which use our products being sold to another company in early 2014. The Specialty Chemicals Segment successfully retained the acquiring company's business. This new customer is a large global company, and the purchases by this customer are derived from two 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 82 percent of total dollar purchases of raw materials, with one supplier furnishing 42 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 49 percent of total purchases are from its top eight 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: | ||||||||||||
All values are for continuing operations only. | ||||||||||||
(Amounts in thousands) | 2014 | 2013 | 2012 | |||||||||
Net sales | ||||||||||||
Metals Segment | $ | 134,304 | $ | 140,233 | $ | 114,788 | ||||||
Specialty Chemicals Segment | 65,201 | 56,518 | 51,374 | |||||||||
$ | 199,505 | $ | 196,751 | $ | 166,162 | |||||||
Operating income | ||||||||||||
Metals Segment | $ | 13,511 | $ | 1,263 | $ | 5,660 | ||||||
Specialty Chemicals Segment | 6,130 | 5,743 | 4,843 | |||||||||
19,641 | 7,006 | 10,503 | ||||||||||
Less unallocated corporate expenses | 3,292 | 3,243 | 3,165 | |||||||||
Operating income | 16,349 | 3,763 | 7,338 | |||||||||
Acquisition related costs | 302 | 264 | 881 | |||||||||
Interest expense | 1,092 | 1,357 | 601 | |||||||||
Change in fair value of interest rate swap | 426 | (741 | ) | 114 | ||||||||
Palmer earn-out adjustment | (3,476 | ) | — | — | ||||||||
Gain on bargain purchase, net of taxes | — | (1,077 | ) | — | ||||||||
Other income, net | — | (148 | ) | (135 | ) | |||||||
Income before income taxes | $ | 18,005 | $ | 4,108 | $ | 5,877 | ||||||
Identifiable assets | ||||||||||||
Metals Segment | $ | 145,558 | $ | 111,952 | ||||||||
Specialty Chemicals Segment | 32,504 | 28,041 | ||||||||||
Corporate | 9,787 | 10,499 | ||||||||||
Assets held for sale | — | 12,768 | ||||||||||
$ | 187,849 | $ | 163,260 | |||||||||
Depreciation and amortization | ||||||||||||
Metals Segment | $ | 4,078 | $ | 3,809 | $ | 2,339 | ||||||
Specialty Chemicals Segment | 974 | 659 | 435 | |||||||||
Corporate | 139 | 204 | 188 | |||||||||
$ | 5,191 | $ | 4,672 | $ | 2,962 | |||||||
Capital expenditures | ||||||||||||
Metals Segment | $ | 3,123 | $ | 4,194 | $ | 3,353 | ||||||
Specialty Chemicals Segment | 4,913 | 1,397 | 1,066 | |||||||||
Corporate | 30 | 57 | 123 | |||||||||
$ | 8,066 | $ | 5,648 | $ | 4,542 | |||||||
Geographic sales | ||||||||||||
United States | $ | 191,032 | $ | 189,447 | $ | 156,795 | ||||||
Elsewhere | 8,473 | 7,304 | 9,367 | |||||||||
$ | 199,505 | $ | 196,751 | $ | 166,162 | |||||||
Quarterly_Results
Quarterly Results | 12 Months Ended | |||||||||||||||
Jan. 03, 2015 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) | |||||||||||||||
The following is a summary of quarterly continuing operations for 2014 and 2013: | ||||||||||||||||
(Amounts in thousands except for per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
2014 | ||||||||||||||||
Net sales from continuing operations | $ | 49,796 | $ | 52,688 | $ | 48,452 | $ | 48,569 | ||||||||
Gross profit from continuing operations | 7,603 | 8,952 | 8,127 | 8,247 | ||||||||||||
Net income from continuing operations | 2,250 | 5,783 | 3,177 | 1,409 | ||||||||||||
(Loss) income from discontinued operations, net of tax | (473 | ) | (5,383 | ) | (1,899 | ) | 598 | |||||||||
Net income | 1,776 | 400 | 1,279 | 2,007 | ||||||||||||
Per common share from continuing operations | ||||||||||||||||
Basic | 0.26 | 0.66 | 0.36 | 0.16 | ||||||||||||
Diluted | 0.26 | 0.66 | 0.36 | 0.16 | ||||||||||||
Per common share from discontinued operations | ||||||||||||||||
Basic | (0.05 | ) | (0.62 | ) | (0.22 | ) | 0.07 | |||||||||
Diluted | (0.05 | ) | (0.62 | ) | (0.22 | ) | 0.07 | |||||||||
2013 | ||||||||||||||||
Net sales from continuing operations | $ | 50,652 | $ | 50,485 | $ | 49,212 | $ | 46,402 | ||||||||
Gross profit from continuing operations | 6,111 | 5,751 | 5,166 | 2,770 | ||||||||||||
Net income (loss) from continuing operations | 1,229 | 1,285 | 1,481 | (1,097 | ) | |||||||||||
Income (loss) from discontinued operations, net of tax | 236 | 628 | (19 | ) | (1,982 | ) | ||||||||||
Net income | 1,465 | 1,913 | 1,461 | (3,079 | ) | |||||||||||
Per common share from continuing operations | ||||||||||||||||
Basic | 0.19 | 0.2 | 0.23 | (0.13 | ) | |||||||||||
Diluted | 0.19 | 0.2 | 0.23 | (0.13 | ) | |||||||||||
Per common share from discontinued operations | ||||||||||||||||
Basic | 0.04 | 0.1 | 0 | (0.23 | ) | |||||||||||
Diluted | 0.04 | 0.1 | 0 | (0.23 | ) | |||||||||||
Interest_Rate_Swap
Interest Rate Swap | 12 Months Ended |
Jan. 03, 2015 | |
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 $4,033,000 with a fixed interest rate of 4.83 percent and a term of ten years that expires on August 19, 2023. 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 amounts of both interest rate swaps decrease 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 a liability of $215,000 and $80,000 for the fair value of the CRI swap as of January 3, 2015 and December 28, 2013, respectively. The Company recorded an asset of $11,000 and $301,000 for the fair value of the Palmer swap at January 3, 2015 and December 28, 2013, respectively. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||||||
Jan. 03, 2015 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Purchase of Palmer of Texas | Acquisitions | |||||||||||||||
Acquisition of Specialty Pipe & Tube, Inc. | ||||||||||||||||
On November 21, 2014, the Company entered into a stock purchase agreement with Davidson to purchase all of the issued and outstanding stock of Specialty. Established in 1964 with distribution centers in Mineral Ridge, Ohio and Houston, Texas, Specialty is a master distributor of seamless carbon pipe and tube, with a focus on heavy wall, large diameter products. The Company views the Specialty acquisition as an excellent complement to the product offerings of the Metals segment with similar end markets and consistent profit margins. Specialty's results of operations since the acquisition date are reflected in the Company's consolidated statements of operations, and the Specialty acquisition added approximately 30 employees at January 3, 2015. | ||||||||||||||||
The purchase price for the all-cash acquisition was approximately $31,500,000, subject to working capital adjustments post-closing. Davidson has the potential to receive earn-out payments up to a total of $5,000,000 if Specialty achieves targeted sales revenue over a two-year period following closing. At the end of each year (based on the acquisition date) for the next two years, if Specialty's revenues for the year is greater than $27,000,000 for the year, the seller of Specialty will be paid the product of the amount of revenue during the year in excess of $27,000,000, as a percentage of $2,000,000, multiplied by $2,500,000, not to exceed $2,500,000. No earn-out payment will be paid for any year where revenue is less than or equal to $27,000,000. If the cumulative revenue for the earn-out periods is greater than $58,000,000, the Company will make an additional earn-out payment so that the total cumulative earn-out payments equals the product of the amount of cumulative revenue for all earn-out periods in excess of $54,000,000, as a percentage of $4,000,000, multiplied by $5,000,000, not to exceed a total cumulative earn-out payment of $5,000,000. The Company is currently forecasting earn-out payments totaling $5,000,000, which was discounted to a present value of $4,774,000 using our incremental borrowing rate of three percent. The various assumptions and projections used in the earn-out projections were reviewed at January 3, 2015 with no additional adjustments required. Any future changes to the projected earn-out payments as a result of our quarterly review of the forecasted revenues would be reflected as an adjustment to earnings in that period. The financial results for Specialty are reported as a part of the Company's Metals Segment. | ||||||||||||||||
The purchase price for the acquisition was funded through a combination of cash on hand, a new term loan with the Company's bank and an increase to the Company's current credit facility which is discussed in Note 3. | ||||||||||||||||
A summary of sources and uses of proceeds for the acquisition of Specialty is as follows: | ||||||||||||||||
Sources of funds: | ||||||||||||||||
Cash on hand | $ | 21,490,433 | ||||||||||||||
Proceeds of term loan | 10,000,000 | |||||||||||||||
Total sources of funds | $ | 31,490,433 | ||||||||||||||
Uses of funds: | ||||||||||||||||
Acquisition of Specialty's common stock | $ | 27,496,000 | ||||||||||||||
Cash paid to escrow agent for potential future claims, to be settled within 18 months | 3,248,500 | |||||||||||||||
Cash paid for a portion of the seller's investment banker fee | 745,933 | |||||||||||||||
Total uses of funds | $ | 31,490,433 | ||||||||||||||
The total purchase price was allocated to Specialty's net tangible and identifiable assets based on their fair values as of November 21, 2014. An intangible asset representing the fair value of Specialty's customer base acquired by the Company was valued at $11,457,000, which is being amortized by the straight-line method over a 10-year period. The excess of the consideration transferred over the fair value of the net tangible and identifiable assets and intangible assets is reflected as goodwill. All of the goodwill was allocated to the Metals Segment. Since the Company treated the acquisition of Specialty as an asset purchase, goodwill will be 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 Specialty | Purchase accounting and fair value adjustments | As recorded by Synalloy | ||||||||||||||
Cash | $ | 12,960 | $ | — | $ | 12,960 | ||||||||||
Accounts receivable, net | 2,827,251 | — | 2,827,251 | |||||||||||||
Inventories, net | 17,041,660 | (1,516,888 | ) | 15,524,772 | ||||||||||||
Fixed assets | 3,018,416 | (67,924 | ) | 2,950,492 | ||||||||||||
Goodwill | — | 5,993,705 | 5,993,705 | |||||||||||||
Intangible asset - customer base | — | 11,457,000 | 11,457,000 | |||||||||||||
Contingent consideration | — | (4,773,620 | ) | (4,773,620 | ) | |||||||||||
Other liabilities assumed | (2,502,127 | ) | — | (2,502,127 | ) | |||||||||||
$ | 20,398,160 | $ | 11,092,273 | $ | 31,490,433 | |||||||||||
The purchase accounting and fair value adjustments for fixed assets reduced the book value of the property and buildings to their estimated fair value as of the acquisition date. Contingent consideration is the present value of the projected earn-out payments to Davidson. | ||||||||||||||||
The amount of Specialty's revenues and pre-tax earnings included in the consolidated statements of operations for the year ended January 3, 2015 was $2,524,000 for revenues and $493,000 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 Specialty as if the acquisition had occurred on December 30, 2012. 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) | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Pro-forma revenues from continuing operations | $ | 228,647,000 | $ | 224,570,000 | ||||||||||||
Pro-forma net income from continuing operations | 8,928,000 | 6,459,000 | ||||||||||||||
Earnings per share from continuing operations: | ||||||||||||||||
Basic | $ | 1.85 | $ | 0.93 | ||||||||||||
Diluted | $ | 1.85 | $ | 0.93 | ||||||||||||
The pro-forma calculation excludes non-recurring acquisition costs of $302,000 which were incurred by the Company during 2014. These expenditures included $92,000 for professional audit fees associated with the audit of Specialty's historical financial statements, acquisition testing and intangible assets identification and valuation, $83,000 of legal fees, $65,000 of success based fees to a mergers and acquisition consultant and $62,000 of travel costs. Specialty's historical financial results were adjusted for both years to eliminate intangible asset amortization and management fees charged by the prior owner. Pro-forma net income was reduced for both years for the amount of amortization on Specialty's current customer list intangible and an estimated amount of interest expense associated with the five-year term loan and earn out liability. | ||||||||||||||||
Acquisition of Color Resources, LLC | ||||||||||||||||
In August 2013, the Company completed the purchase of substantially all of the assets of CRI and 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 used 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 operates 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 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 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 Synalloy | |||||||||||||
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 | — | 1,028,082 | 1,643,080 | ||||||||||||
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 | $ | 1,077,332 | $ | 5,627,332 | |||||||||
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, net of taxes | $ | 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 CRI's 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 statements 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 at the end of 2013. | ||||||||||||||||
At the end of each year (based on the acquisition date) for the three years after the acquisition, 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. As discussed in Note 1, during the three months ended June 28, 2014, the Company reviewed the Palmer earn-out reserve for the second and third year payments and determined the EBTIDA threshold target of $5,825,000 for Year 2 would not be attained, and therefore, the earn-out payment of $2,500,000 for Year 2 was not made to the former Palmer shareholders. As a result, the Company recognized a gain of approximately $3,476,000 for adjusting the earn-out liability to the present value of the Company's current estimates. The Company does not expect Palmer to meet the EBITDA threshold target of $6,825,000 during the final twelve month earn-out period; however, it should reach the $5,825,000 threshold for year three. 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 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 allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed was 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 increased 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 statements of operations |
Dispositions_and_Closures
Dispositions and Closures | 12 Months Ended | |||||||||||
Jan. 03, 2015 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Dispositions and Closures | Dispositions and Closures | |||||||||||
On August 29, 2014, the Company completed the sale of all of the issued and outstanding membership interests of its wholly owned subsidiary Ram-Fab to a subsidiary of Primoris Services Corporation ("Primoris"). The transaction was valued at less than $10 million, which consideration included cash at closing, Synalloy's ability to receive potential future earn-out payment(s) and the retention of specified Ram-Fab current assets. The Company realized a one-time charge in the third quarter of 2014 of $1,996,000 for costs associated with the closure plus a $947,000 charge to write-off the Company's investment in Ram-Fab. These charges, along with all non-recurring expenses associated with Ram-Fab are included in the respective consolidated financial statements as discontinued operations. The portion of Ram-Fab's assets and liabilities which were sold to Primoris have been presented separately as assets and liabilities held for sale on the Company's 2013 consolidated balance sheet. Ram-Fab was reported as a part of the Metals Segment. | ||||||||||||
On June 27, 2014, the Company completed the planned closure of Bristol Fab. Bristol Fab's collective bargaining agreement with the Union expired on February 15, 2014. Also, upon closure of the operation, the Company was legally obligated to pay a withdrawal liability to the Union's pension fund of over $1.9 million. The Company realized a one-time charge in the second quarter of 2014 of $6,988,000 for costs associated with the closure of Bristol Fab. These costs, along with all non-recurring expenses associated with Bristol Fab, are included in the respective consolidated financial statements as discontinued operations. Bristol Fab was reported as a part of the Metals Segment. | ||||||||||||
The Company's results from discontinued operations are summarized below: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net sales | $ | 21,963,078 | $ | 23,998,379 | $ | 31,496,732 | ||||||
(Loss) income before income taxes | $ | (10,963,524 | ) | $ | (1,949,484 | ) | $ | 464,028 | ||||
(Benefit from) provision for income taxes | (3,807,000 | ) | (812,000 | ) | 212,000 | |||||||
Net (loss) income from discontinued operations | $ | (7,156,524 | ) | $ | (1,137,484 | ) | $ | 252,028 | ||||
Assets and liabilities of discontinued operations were comprised of the following at December 28, 2013: | ||||||||||||
December 28, | ||||||||||||
2013 | ||||||||||||
Assets | ||||||||||||
Cash | $ | 3,020 | ||||||||||
Accounts receivable, net | 4,165,879 | |||||||||||
Inventories, net | 4,360,891 | |||||||||||
Prepaid expenses | 20,286 | |||||||||||
Current assets held for sale | 8,550,076 | |||||||||||
Property, plant and equipment, net | 3,218,095 | |||||||||||
Goodwill | 1,000,000 | |||||||||||
Assets held for sale | 4,218,095 | |||||||||||
Total assets held for sale | $ | 12,768,171 | ||||||||||
Liabilities | ||||||||||||
Accounts payable | $ | 989,717 | ||||||||||
Advances from customers | 209,212 | |||||||||||
Accrued expenses | 119,947 | |||||||||||
Current liabilities held for sale | $ | 1,318,876 | ||||||||||
Payment_of_Dividends
Payment of Dividends | 12 Months Ended |
Jan. 03, 2015 | |
Payments of Dividends [Abstract] | |
Payment of Dividends | Payment of Dividends |
On November 13, 2014, the Company's Board of Directors voted to pay an annual dividend of $0.30 per share which was paid on December 9, 2014 to holders of record on November 24, 2014 for a total of $2,633,000. In 2013, the Company paid a $0.26 cash dividend on December 3, 2013 for a total of $2,260,000 and in 2012, the Company paid a $0.25 cash dividend on December 10, 2012 for a total payment of $1,596,000. 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
Subsequent Events | 12 Months Ended |
Jan. 03, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On February 10, 2015, the Compensation & Long-Term Incentive Committee of the Company's Board of Directors approved stock option grants under the 2011 Plan. Options for a total of 32,531 shares, with an exercise price of $16.01 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 $6.39. 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 0.46 and a dividend yield of 2.00 percent. Compensation expense totaling $208,000 will be recorded against earnings equally over the following 60 months from the date of grant with the offset recorded in Shareholders' Equity. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Jan. 03, 2015 | |||||||||||||||||
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 January 3, 2015 | |||||||||||||||||
Deducted from asset account: | |||||||||||||||||
Allowance for doubtful accounts | $ | 1,079,000 | $ | 667,000 | $ | (632,000 | ) | $ | 1,114,000 | ||||||||
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 | |||||||||
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. | |||||||||||||||||
Charged to cost and expenses for 2014 includes approximately $76,000 for the beginning balance in the allowance for doubtful accounts for Specialty Pipe & Tube, Inc. as a result of the acquisition on November 21, 2014. | |||||||||||||||||
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 |
Jan. 03, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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; Palmer of Texas Tanks, Inc., located in Andrews, Texas and Specialty Pipe & Tube, Inc., located in Mineral Ridge, Ohio and Houston, 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 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 2014 ended on January 3, 2015 with the year having 53 weeks. Fiscal year 2013 ended on December 28, 2013 and fiscal year 2012 ended on December 29, 2012, 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 receivable 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 are reimbursed to the sellers. | |
Included in the SPA of Specialty, the sellers guaranteed the collectability of the acquired accounts receivable. Per the SPA, at 120 days after the acquisition date, any uncollected accounts receivable will be remitted to the Company. | |
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 January 3, 2015 and December 28, 2013, inventories have been reduced by $4,866,000 and $2,217,000, 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. | |
Business Combinations | Business Combinations |
Acquisitions are accounted for using the acquisition method of accounting for business combinations in accordance with GAAP. 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. | |
Goodwill, Intangible Assets 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 represent 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 or a straight-line 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 ranging from 10 to 15 years. The weighted average amortization period for the customer relationships is approximately twelve years. Deferred charges and intangible assets totaled $20,961,000 and $9,407,000 at January 3, 2015 and December 28, 2013, respectively. Accumulated amortization of deferred charges and intangible assets as of January 3, 2015 and December 28, 2013 totaled $3,670,000 and $2,203,000, respectively. Estimated amortization expense for the next five fiscal years based on existing deferred charges and intangible assets is: 2015 - $2,335,000, 2016 - $2,171,000, 2017 - $2,032,000; 2018 - $1,868,000; 2019 - $1,740,000; and thereafter - $7,145,000. | |
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 $3,775,000, $4,871,000 and $3,445,000 in 2014, 2013 and 2012, 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 $531,000, $558,000 and $612,000 in 2014, 2013 and 2012, 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 relate to purchase accounting adjustments which included the measurement of 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. | |
Use of Estimates | Use of Estimates |
The preparation of the consolidated financial statements in conformity with 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. | |
Recent Accounting Pronouncements | Recent accounting pronouncements |
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity", which changes the criteria for when the disposal of a component entity may be presented as discontinued operations. The standard requires that the disposal be considered a strategic shift (such as the disposal of a major geographical area, a major line of business, a major equity method investment, or other major part of an entity) which will have a major effect on a reporting entity's operating and financial results in order to be presented as discontinued operations. Disposals that do qualify for discontinued operations presentation will require expanded disclosure. ASU 2014-08 is effective for disposals which occur during annual periods beginning on or after December 15, 2014. The Company did not elect to early adopt the provisions of this ASU. | |
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)", which changes the criteria for recognizing revenue. The standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires a five-step process for recognizing revenue including identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that ASU 2014-09 will have on its consolidated financial statements. | |
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 | ||||
Jan. 03, 2015 | |||||
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 2014 and 2013: | ||||
Level 3 Inputs | |||||
Balance at December 29, 2012 | $ | 8,208,831 | |||
Interest expense charged during the year | 153,200 | ||||
Payment to Palmer sellers | (2,500,000 | ) | |||
Balance at December 28, 2013 | 5,862,031 | ||||
Present value of contingent consideration liability associated with the Specialty acquisition | 4,773,620 | ||||
Interest expense charged during the year | 96,933 | ||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | (3,476,197 | ) | |||
Balance at January 3, 2015 | $ | 7,256,387 | |||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Jan. 03, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Property, plant and equipment consist of the following: | |||||||
2014 | 2013 | |||||||
Land | $ | 1,742,213 | $ | 652,213 | ||||
Land improvements | 714,398 | 662,521 | ||||||
Buildings | 21,371,594 | 18,586,308 | ||||||
Machinery, fixtures and equipment | 56,651,197 | 50,239,409 | ||||||
Construction-in-progress | 5,494,166 | 5,014,348 | ||||||
85,973,568 | 75,154,799 | |||||||
Less accumulated depreciation | 46,036,102 | 42,489,518 | ||||||
Property, plant and equipment, net | $ | 39,937,466 | $ | 32,665,281 | ||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | |||||||
Jan. 03, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt | ||||||||
2014 | 2013 | |||||||
$ 40,000,000 Revolving line of credit, due November 21, 2017 | $ | 884,637 | $ | — | ||||
$10,000,000 Term loan, due November 21, 2019 | 10,000,000 | — | ||||||
$22,500,000 Term loan, due August 21, 2022 | 17,250,000 | 19,500,000 | ||||||
$4,033,250 Mortgage, due August 19, 2023 | 3,654,713 | 3,938,616 | ||||||
31,789,350 | 23,438,616 | |||||||
Less current portion | 4,533,908 | 2,533,908 | ||||||
Long-term debt, less current portion | $ | 27,255,442 | $ | 20,904,708 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Jan. 03, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued expenses consist of the following: | |||||||
2014 | 2013 | |||||||
Salaries, wages and commissions | $ | 2,814,279 | $ | 1,224,856 | ||||
Current portion of contingent consideration | 4,659,871 | 2,500,000 | ||||||
Facility closing reserves | 1,570,399 | — | ||||||
Uncertain tax positions | 1,504,146 | — | ||||||
Advances from customers | 1,027,123 | 1,617,298 | ||||||
Insurance | 859,151 | 1,229,440 | ||||||
Current portion of pension liability from the closure of Bristol Fab | 780,595 | — | ||||||
Taxes, other than income taxes | 470,456 | 795,015 | ||||||
Benefit plans | 212,352 | 530,603 | ||||||
Interest | 56,922 | 31,015 | ||||||
Professional fees | 194,065 | 302,304 | ||||||
Interest rate swap liability | 215,188 | 80,498 | ||||||
Current portion of deferred compensation | 51,000 | 51,000 | ||||||
Other accrued items | 269,139 | 820,340 | ||||||
Total accrued expenses | $ | 14,684,686 | $ | 9,182,369 | ||||
Stock_Options_Stock_Grants_and1
Stock Options, Stock Grants and New Stock (Tables) | 12 Months Ended | ||||||||||||||||||
Jan. 03, 2015 | |||||||||||||||||||
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 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 | ) | |||||||||||||||
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 | ) | |||||||||||||||
Expired | $ | 12.7 | (83,351 | ) | 83,351 | ||||||||||||||
At December 28, 2013 | $ | 11.95 | 162,736 | 7.5 | $ | 582,894 | 181,017 | ||||||||||||
Granted February 20, 2014 | $ | 14.76 | 13,790 | (13,790 | ) | ||||||||||||||
Exercised | $ | 11.23 | (17,074 | ) | |||||||||||||||
Expired | $ | 13.7 | (2,157 | ) | 2,157 | ||||||||||||||
At January 3, 2015 | $ | 12.25 | 157,295 | 6.9 | 852,810 | 169,384 | |||||||||||||
Exercisable options | $ | 11.73 | 56,787 | 6.4 | $ | 337,467 | |||||||||||||
Options expected to vest: | Grant Date Fair Value | ||||||||||||||||||
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 | |||||||||||||
Granted February 20, 2014 | $ | 14.76 | 13,790 | $ | 6.7 | ||||||||||||||
Vested | $ | 11.98 | (33,702 | ) | |||||||||||||||
Forfeited unvested options | $ | 13.7 | (1,725 | ) | |||||||||||||||
At January 3, 2015 | $ | 12.54 | 100,508 | 7.2 | $ | 6.76 | |||||||||||||
Stock options by exercise price range | The following table summarizes information about stock options outstanding at January 3, 2015: | ||||||||||||||||||
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 | ||||||||||||||||||
$ | 11.55 | 82,342 | $ | 11.55 | 6.05 | 42,342 | $ | 11.55 | |||||||||||
$ | 11.35 | 27,996 | $ | 11.35 | 7.09 | 8,912 | $ | 11.35 | |||||||||||
$ | 13.7 | 33,167 | $ | 13.7 | 8.09 | 5,533 | $ | 13.7 | |||||||||||
$ | 14.76 | 13,790 | $ | 14.76 | 9.13 | — | |||||||||||||
157,295 | 56,787 | ||||||||||||||||||
Summary of Stock Awards Plan activity | A summary of plan activity for 2012, 2013 and 2014 is as follows: | ||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||
Grant Date Fair Value | |||||||||||||||||||
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 | ||||||||||||||||
Granted October 16, 2014 | 31,080 | $ | 15.69 | ||||||||||||||||
Granted November 21, 2014 | 23,665 | $ | 15.85 | ||||||||||||||||
Vested | (7,434 | ) | $ | 10.6 | |||||||||||||||
Forfeited | (160 | ) | $ | 13.34 | |||||||||||||||
Outstanding at January 3, 2015 | 66,403 | $ | 15 | ||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||
Jan. 03, 2015 | |||||||||||||||||||||
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) | 2014 | 2013 | |||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||
Inventory valuation reserves | $ | 303 | $ | 794 | |||||||||||||||||
Allowance for doubtful accounts | 85 | 100 | |||||||||||||||||||
Inventory capitalization | 1,504 | 3,089 | |||||||||||||||||||
Environmental reserves | 206 | 224 | |||||||||||||||||||
Interest rate swap | 41 | 128 | |||||||||||||||||||
Back charge accrual | 23 | 203 | |||||||||||||||||||
Deferred compensation | 93 | 97 | |||||||||||||||||||
Accrued bonus | 739 | — | |||||||||||||||||||
Facility closing reserves | 568 | — | |||||||||||||||||||
State net operating loss carryforwards | 206 | 142 | |||||||||||||||||||
Other | 370 | 253 | |||||||||||||||||||
Total deferred tax assets | 4,138 | 5,030 | |||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||
Tax over book depreciation and amortization | 6,804 | 8,021 | |||||||||||||||||||
Prepaid expenses | 825 | 749 | |||||||||||||||||||
Other | 26 | 57 | |||||||||||||||||||
Total deferred tax liabilities | 7,655 | 8,827 | |||||||||||||||||||
Net deferred tax liabilities | $ | (3,517 | ) | $ | (3,797 | ) | |||||||||||||||
Significant components of the provision for (benefit from) income taxes for continuing operations | Significant components of the provision for income taxes from continuing operations are as follows: | ||||||||||||||||||||
(Amounts in thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Current: | |||||||||||||||||||||
Federal | $ | 3,933 | $ | 2,192 | $ | 1,493 | |||||||||||||||
State | 656 | 344 | 236 | ||||||||||||||||||
Total current | 4,589 | 2,536 | 1,729 | ||||||||||||||||||
Deferred: | |||||||||||||||||||||
Federal | 964 | (1,113 | ) | 250 | |||||||||||||||||
State | (167 | ) | (213 | ) | (85 | ) | |||||||||||||||
Total deferred | 797 | (1,326 | ) | 165 | |||||||||||||||||
Total | $ | 5,386 | $ | 1,210 | $ | 1,894 | |||||||||||||||
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: | ||||||||||||||||||||
(Amounts in thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||||||
Tax at U.S. statutory rates | $ | 6,302 | 35 | % | $ | 1,397 | 34 | % | $ | 1,998 | 34 | % | |||||||||
State income taxes, net of federal tax benefit | 324 | 1.8 | % | 74 | 1.8 | % | 106 | 1.8 | % | ||||||||||||
Palmer earn-out adjustment | (1,217 | ) | (6.8 | )% | — | — | % | — | — | % | |||||||||||
Bargain gain on CRI acquisition | — | — | % | (366 | ) | (8.9 | )% | — | — | % | |||||||||||
Manufacturing exemption | (458 | ) | (2.5 | )% | (138 | ) | (3.4 | )% | (180 | ) | (3.1 | )% | |||||||||
Stock issuance costs | — | — | % | 101 | 2.5 | % | — | — | % | ||||||||||||
Stock option compensation | 91 | 0.5 | % | 85 | 2.1 | % | 38 | 0.6 | % | ||||||||||||
Uncertain tax positions | 139 | 0.8 | % | — | — | % | — | — | % | ||||||||||||
Other, net | 205 | 1.1 | % | 57 | 1.4 | % | (68 | ) | (1.1 | )% | |||||||||||
Total | $ | 5,386 | 29.9 | % | $ | 1,210 | 29.5 | % | $ | 1,894 | 32.2 | % | |||||||||
Schedule of the Company's uncertain tax positions | Provided below is a roll forward of the Company's uncertain tax positions. | ||||||||||||||||||||
(Amounts in thousands) | Unrecognized Tax Benefit | Interest and Penalties | Total | ||||||||||||||||||
Balance at December 29, 2012 | — | — | — | ||||||||||||||||||
Increases related to prior year tax positions | — | — | — | ||||||||||||||||||
Decreases related to prior year tax positions | — | — | — | ||||||||||||||||||
Increases related to current year tax position | — | — | — | ||||||||||||||||||
Settlements during period | — | — | — | ||||||||||||||||||
Lapse of statute of limitations | — | — | — | ||||||||||||||||||
Balance at December 28, 2013 | — | — | — | ||||||||||||||||||
Increases related to prior year tax positions | 1,431 | 73 | 1,504 | ||||||||||||||||||
Decreases related to prior year tax positions | — | — | — | ||||||||||||||||||
Increases related to current year tax position | — | — | — | ||||||||||||||||||
Settlements during period | — | — | — | ||||||||||||||||||
Lapse of statute of limitations | — | — | — | ||||||||||||||||||
Balance at January 3, 2015 | 1,431 | 73 | 1,504 | ||||||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Jan. 03, 2015 | ||||||||||||
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: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator: | ||||||||||||
Net income from continuing operations | $ | 12,618,787 | $ | 2,898,048 | $ | 3,982,884 | ||||||
Net (loss) income from discontinued operations, net of tax | $ | (7,156,524 | ) | $ | (1,137,484 | ) | $ | 252,028 | ||||
Denominator: | ||||||||||||
Denominator for basic earnings per share - weighted average shares | 8,702,094 | 6,941,794 | 6,341,856 | |||||||||
Effect of dilutive securities: | ||||||||||||
Employee stock options and stock grants | 13,008 | 5,610 | 52,488 | |||||||||
Denominator for diluted earnings per share - weighted average shares | 8,715,102 | 6,947,404 | 6,394,344 | |||||||||
Earnings per share from continuing operations | ||||||||||||
Basic | $ | 1.45 | $ | 0.42 | $ | 0.63 | ||||||
Diluted | $ | 1.45 | $ | 0.42 | $ | 0.62 | ||||||
Loss (earnings) per share from discontinued operations | ||||||||||||
Basic | $ | (0.82 | ) | $ | (0.16 | ) | $ | 0.04 | ||||
Diluted | $ | (0.82 | ) | $ | (0.16 | ) | $ | 0.04 | ||||
Industry_Segments_Tables
Industry Segments (Tables) | 12 Months Ended | |||||||||||
Jan. 03, 2015 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Information | All values are for continuing operations only. | |||||||||||
(Amounts in thousands) | 2014 | 2013 | 2012 | |||||||||
Net sales | ||||||||||||
Metals Segment | $ | 134,304 | $ | 140,233 | $ | 114,788 | ||||||
Specialty Chemicals Segment | 65,201 | 56,518 | 51,374 | |||||||||
$ | 199,505 | $ | 196,751 | $ | 166,162 | |||||||
Operating income | ||||||||||||
Metals Segment | $ | 13,511 | $ | 1,263 | $ | 5,660 | ||||||
Specialty Chemicals Segment | 6,130 | 5,743 | 4,843 | |||||||||
19,641 | 7,006 | 10,503 | ||||||||||
Less unallocated corporate expenses | 3,292 | 3,243 | 3,165 | |||||||||
Operating income | 16,349 | 3,763 | 7,338 | |||||||||
Acquisition related costs | 302 | 264 | 881 | |||||||||
Interest expense | 1,092 | 1,357 | 601 | |||||||||
Change in fair value of interest rate swap | 426 | (741 | ) | 114 | ||||||||
Palmer earn-out adjustment | (3,476 | ) | — | — | ||||||||
Gain on bargain purchase, net of taxes | — | (1,077 | ) | — | ||||||||
Other income, net | — | (148 | ) | (135 | ) | |||||||
Income before income taxes | $ | 18,005 | $ | 4,108 | $ | 5,877 | ||||||
Identifiable assets | ||||||||||||
Metals Segment | $ | 145,558 | $ | 111,952 | ||||||||
Specialty Chemicals Segment | 32,504 | 28,041 | ||||||||||
Corporate | 9,787 | 10,499 | ||||||||||
Assets held for sale | — | 12,768 | ||||||||||
$ | 187,849 | $ | 163,260 | |||||||||
Depreciation and amortization | ||||||||||||
Metals Segment | $ | 4,078 | $ | 3,809 | $ | 2,339 | ||||||
Specialty Chemicals Segment | 974 | 659 | 435 | |||||||||
Corporate | 139 | 204 | 188 | |||||||||
$ | 5,191 | $ | 4,672 | $ | 2,962 | |||||||
Capital expenditures | ||||||||||||
Metals Segment | $ | 3,123 | $ | 4,194 | $ | 3,353 | ||||||
Specialty Chemicals Segment | 4,913 | 1,397 | 1,066 | |||||||||
Corporate | 30 | 57 | 123 | |||||||||
$ | 8,066 | $ | 5,648 | $ | 4,542 | |||||||
Geographic sales | ||||||||||||
United States | $ | 191,032 | $ | 189,447 | $ | 156,795 | ||||||
Elsewhere | 8,473 | 7,304 | 9,367 | |||||||||
$ | 199,505 | $ | 196,751 | $ | 166,162 | |||||||
Quarterly_Results_Tables
Quarterly Results (Tables) | 12 Months Ended | |||||||||||||||
Jan. 03, 2015 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Summary of continuing quarterly operations | The following is a summary of quarterly continuing operations for 2014 and 2013: | |||||||||||||||
(Amounts in thousands except for per share data) | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
2014 | ||||||||||||||||
Net sales from continuing operations | $ | 49,796 | $ | 52,688 | $ | 48,452 | $ | 48,569 | ||||||||
Gross profit from continuing operations | 7,603 | 8,952 | 8,127 | 8,247 | ||||||||||||
Net income from continuing operations | 2,250 | 5,783 | 3,177 | 1,409 | ||||||||||||
(Loss) income from discontinued operations, net of tax | (473 | ) | (5,383 | ) | (1,899 | ) | 598 | |||||||||
Net income | 1,776 | 400 | 1,279 | 2,007 | ||||||||||||
Per common share from continuing operations | ||||||||||||||||
Basic | 0.26 | 0.66 | 0.36 | 0.16 | ||||||||||||
Diluted | 0.26 | 0.66 | 0.36 | 0.16 | ||||||||||||
Per common share from discontinued operations | ||||||||||||||||
Basic | (0.05 | ) | (0.62 | ) | (0.22 | ) | 0.07 | |||||||||
Diluted | (0.05 | ) | (0.62 | ) | (0.22 | ) | 0.07 | |||||||||
2013 | ||||||||||||||||
Net sales from continuing operations | $ | 50,652 | $ | 50,485 | $ | 49,212 | $ | 46,402 | ||||||||
Gross profit from continuing operations | 6,111 | 5,751 | 5,166 | 2,770 | ||||||||||||
Net income (loss) from continuing operations | 1,229 | 1,285 | 1,481 | (1,097 | ) | |||||||||||
Income (loss) from discontinued operations, net of tax | 236 | 628 | (19 | ) | (1,982 | ) | ||||||||||
Net income | 1,465 | 1,913 | 1,461 | (3,079 | ) | |||||||||||
Per common share from continuing operations | ||||||||||||||||
Basic | 0.19 | 0.2 | 0.23 | (0.13 | ) | |||||||||||
Diluted | 0.19 | 0.2 | 0.23 | (0.13 | ) | |||||||||||
Per common share from discontinued operations | ||||||||||||||||
Basic | 0.04 | 0.1 | 0 | (0.23 | ) | |||||||||||
Diluted | 0.04 | 0.1 | 0 | (0.23 | ) | |||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||||||
Jan. 03, 2015 | ||||||||||||||||
Specialty Pipe And Tube, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Schedule of Sources and Uses of Funds from Acquisition | A summary of sources and uses of proceeds for the acquisition of Specialty is as follows: | |||||||||||||||
Sources of funds: | ||||||||||||||||
Cash on hand | $ | 21,490,433 | ||||||||||||||
Proceeds of term loan | 10,000,000 | |||||||||||||||
Total sources of funds | $ | 31,490,433 | ||||||||||||||
Uses of funds: | ||||||||||||||||
Acquisition of Specialty's common stock | $ | 27,496,000 | ||||||||||||||
Cash paid to escrow agent for potential future claims, to be settled within 18 months | 3,248,500 | |||||||||||||||
Cash paid for a portion of the seller's investment banker fee | 745,933 | |||||||||||||||
Total uses of funds | $ | 31,490,433 | ||||||||||||||
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 Specialty | Purchase accounting and fair value adjustments | As recorded by Synalloy | ||||||||||||||
Cash | $ | 12,960 | $ | — | $ | 12,960 | ||||||||||
Accounts receivable, net | 2,827,251 | — | 2,827,251 | |||||||||||||
Inventories, net | 17,041,660 | (1,516,888 | ) | 15,524,772 | ||||||||||||
Fixed assets | 3,018,416 | (67,924 | ) | 2,950,492 | ||||||||||||
Goodwill | — | 5,993,705 | 5,993,705 | |||||||||||||
Intangible asset - customer base | — | 11,457,000 | 11,457,000 | |||||||||||||
Contingent consideration | — | (4,773,620 | ) | (4,773,620 | ) | |||||||||||
Other liabilities assumed | (2,502,127 | ) | — | (2,502,127 | ) | |||||||||||
$ | 20,398,160 | $ | 11,092,273 | $ | 31,490,433 | |||||||||||
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) | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Pro-forma revenues from continuing operations | $ | 228,647,000 | $ | 224,570,000 | ||||||||||||
Pro-forma net income from continuing operations | 8,928,000 | 6,459,000 | ||||||||||||||
Earnings per share from continuing operations: | ||||||||||||||||
Basic | $ | 1.85 | $ | 0.93 | ||||||||||||
Diluted | $ | 1.85 | $ | 0.93 | ||||||||||||
Color Resources, LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Schedule of Sources and Uses of Funds from Acquisition | 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 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 Synalloy | |||||||||||||
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 | — | 1,028,082 | 1,643,080 | ||||||||||||
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 | $ | 1,077,332 | $ | 5,627,332 | |||||||||
Schedule of Bargain Purchase Gain Recognized | 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, net of taxes | $ | 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 allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed was 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 | ||||||||||||||
Dispositions_and_Closures_Tabl
Dispositions and Closures (Tables) | 12 Months Ended | |||||||||||
Jan. 03, 2015 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The Company's results from discontinued operations are summarized below: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Net sales | $ | 21,963,078 | $ | 23,998,379 | $ | 31,496,732 | ||||||
(Loss) income before income taxes | $ | (10,963,524 | ) | $ | (1,949,484 | ) | $ | 464,028 | ||||
(Benefit from) provision for income taxes | (3,807,000 | ) | (812,000 | ) | 212,000 | |||||||
Net (loss) income from discontinued operations | $ | (7,156,524 | ) | $ | (1,137,484 | ) | $ | 252,028 | ||||
Assets and liabilities of discontinued operations were comprised of the following at December 28, 2013: | ||||||||||||
December 28, | ||||||||||||
2013 | ||||||||||||
Assets | ||||||||||||
Cash | $ | 3,020 | ||||||||||
Accounts receivable, net | 4,165,879 | |||||||||||
Inventories, net | 4,360,891 | |||||||||||
Prepaid expenses | 20,286 | |||||||||||
Current assets held for sale | 8,550,076 | |||||||||||
Property, plant and equipment, net | 3,218,095 | |||||||||||
Goodwill | 1,000,000 | |||||||||||
Assets held for sale | 4,218,095 | |||||||||||
Total assets held for sale | $ | 12,768,171 | ||||||||||
Liabilities | ||||||||||||
Accounts payable | $ | 989,717 | ||||||||||
Advances from customers | 209,212 | |||||||||||
Accrued expenses | 119,947 | |||||||||||
Current liabilities held for sale | $ | 1,318,876 | ||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Nov. 21, 2014 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 21, 2012 | Aug. 21, 2014 | Aug. 21, 2015 | |
segments | |||||||
Accounting Policies [Line Items] | |||||||
Number of operating segments (segments) | 2 | ||||||
Inventory reserves | $4,866,000 | $2,217,000 | |||||
Intangible asset depreciation period (years) | 10 years | ||||||
Deferred charges and intangible assets | 20,961,000 | 9,407,000 | |||||
Accumulated amortization on deferred charges | 3,670,000 | 2,203,000 | |||||
Shipping costs | 3,775,000 | 4,871,000 | 3,445,000 | ||||
Research and development expense | 531,000 | 558,000 | 612,000 | ||||
Cash value of life insurance | 2,046,512 | 2,007,419 | |||||
Interest rate swap liability | 215,188 | 80,498 | |||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 2,335,000 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,171,000 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 2,032,000 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,868,000 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 1,740,000 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 7,145,000 | ||||||
Amortization expense | 1,466,000 | 1,598,000 | 568,000 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Beginning balance | 5,862,031 | 8,208,831 | |||||
Interest expense charged during the year | 96,933 | 153,200 | |||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | -3,476,197 | ||||||
Payment to Palmer sellers | -2,500,000 | ||||||
Present value of contingent consideration liability associated with the Specialty acquisition | 4,773,620 | ||||||
Ending balance | 7,256,387 | 5,862,031 | 8,208,831 | ||||
Palmer of Texas [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Intangible asset depreciation period (years) | 15 years | ||||||
Contingent consideration earn-out period (years) | 3 years | 3 years | |||||
EBITDA threshold target | 17,475,000 | ||||||
Contingent consideration payment, lower limit | 2,500,000 | ||||||
EBITDA threshold, upper range for earn out payment | 6,825,000 | ||||||
Specialty Pipe And Tube, Inc. [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Contingent consideration earn-out period (years) | 2 years | 2 years | |||||
Allowance for Doubtful Accounts [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Allowance for doubtful accounts pursuant to acquisition | 667,000 | -192,000 | 928,000 | ||||
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 | ||||||
Number of days after acquisition for uncollected accounts receivable to be remitted to Company (days) | 120 days | ||||||
Allowance for Doubtful Accounts [Member] | Specialty Pipe And Tube, Inc. [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Allowance for doubtful accounts pursuant to acquisition | 76,000 | ||||||
Minimum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Accounts receivable, payment terms (days) | 30 days | ||||||
Intangible asset depreciation period (years) | 10 years | ||||||
Maximum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Accounts receivable, payment terms (days) | 60 days | ||||||
Intangible asset depreciation period (years) | 15 years | ||||||
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 | ||||||
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, Palmer of Texas Tanks, Inc., and Specialty Pipe & Tube [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 | ||||||
Customer Relationships [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Weighted average amortization period (years) | 12 years | ||||||
Term Loan [Member] | Interest Rate Swap [Member] | Palmer of Texas [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Fair value of interest rate swap | 11,000 | 301,000 | |||||
Term Loan [Member] | Interest Rate Swap [Member] | Color Resources, LLC [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Interest rate swap liability | 215,000 | 80,000 | |||||
Year 2 [Member] | Palmer of Texas [Member] | |||||||
Accounting Policies [Line Items] | |||||||
EBITDA threshold target | 5,825,000 | ||||||
Contingent consideration payment, lower limit | 2,500,000 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | -3,476,000 | ||||||
Scenario, Forecast [Member] | Year 3 [Member] | Palmer of Texas [Member] | |||||||
Accounting Policies [Line Items] | |||||||
EBITDA threshold target | 5,825,000 | ||||||
EBITDA threshold, upper range for earn out payment | $6,825,000 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $85,973,568 | $75,154,799 | |
Less accumulated depreciation | 46,036,102 | 42,489,518 | |
Property, plant and equipment, net | 39,937,466 | 32,665,281 | |
Depreciation expense | 3,724,757 | 3,074,369 | 2,394,298 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 1,742,213 | 652,213 | |
Land improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 714,398 | 662,521 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 21,371,594 | 18,586,308 | |
Machinery, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 56,651,197 | 50,239,409 | |
Construction-in-progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $5,494,166 | $5,014,348 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Jan. 03, 2015 | Dec. 28, 2013 | Nov. 21, 2014 | Oct. 22, 2013 | Oct. 22, 2012 | Jun. 30, 2010 | Aug. 21, 2012 | Aug. 19, 2013 | Aug. 09, 2013 |
Debt Instrument [Line Items] | |||||||||
Long-term debt | $31,789,350 | $23,438,616 | |||||||
Less current portion | 4,533,908 | 2,533,908 | |||||||
Long-term debt, less current portion | 27,255,442 | 20,904,708 | |||||||
Revolving Line of Credit Due November 21, 2017[Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 884,637 | 0 | |||||||
Line of credit, maximum borrowing capacity | 40,000,000 | 40,000,000 | 25,000,000 | 30,000,000 | 20,000,000 | ||||
Term Loan Due November 21, 2019 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 10,000,000 | 0 | |||||||
Term loan, original balance | 10,000,000 | ||||||||
Term Loan Due August 21, 2022 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 17,250,000 | 19,500,000 | |||||||
Term loan, original balance | 22,500,000 | ||||||||
Mortgage Due August 19, 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 3,654,713 | 3,938,616 | |||||||
Term loan, original balance | $4,033,250 | $4,033,250 |
Longterm_Debt_Line_of_Credit_D
Long-term Debt (Line of Credit) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||||||
Oct. 22, 2012 | Aug. 19, 2011 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Nov. 21, 2014 | Aug. 21, 2014 | 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] | |||||||||
Line of credit, maximum borrowing capacity | $30,000,000 | $40,000,000 | $40,000,000 | $25,000,000 | $20,000,000 | ||||
Maturity date extension period | 1 year | 1 year | |||||||
Line of credit, increase to limit | 5,000,000 | 15,000,000 | 5,000,000 | ||||||
Stated interest rate (percent) | 1.77% | 2.16% | 2.21% | ||||||
Unused capacity fee on line of credit (percent) | 0.13% | ||||||||
Line of credit, amount borrowed | 884,637 | ||||||||
Line of credit, remaining availability | 39,115,363 | ||||||||
Line of credit, average outstanding amount | 2,735,000 | 19,860,000 | 11,045,000 | ||||||
Line of credit, weighted average interest rate (percent) | 1.35% | 1.74% | 1.82% | ||||||
Interest payments | $930,000 | $1,202,000 | $492,000 |
Longterm_Debt_Term_Loan_and_Ve
Long-term Debt (Term Loan and Vehicle Loan) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Nov. 21, 2014 | Aug. 21, 2012 | Sep. 03, 2013 | Aug. 09, 2013 | Aug. 19, 2013 | |
Debt Instrument [Line Items] | ||||||||
Variable rate basis | LIBOR | |||||||
Fair value of interest rate swap | $215,188 | $80,498 | ||||||
Change in fair value of interest rate swap | -425,543 | 740,832 | -113,648 | |||||
Term Loan Due November 21, 2019 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, original balance | 10,000,000 | |||||||
Monthly principal payments | 166,667 | |||||||
Variable rate basis | LIBOR | |||||||
Debt Instrument, Term | 5 years | |||||||
Interest rate | 2.07% | |||||||
Term Loan Due August 21, 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Period of term loan (years) | 10 years | |||||||
Term loan, original balance | 22,500,000 | |||||||
Monthly principal payments | 187,500 | |||||||
Interest rate | 2.42% | |||||||
Mortgages [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Period of term loan (years) | 10 years | |||||||
Term loan, original balance | 4,033,250 | 4,033,250 | ||||||
Interest rate | 2.16% | |||||||
Vehicle Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate (percent) | 0.90% | |||||||
Number of loans (loans) | 1 | |||||||
Debt monthly principal and interest payment | 2,039 | |||||||
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Term Loan Due August 21, 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining maturity period of interest rate swap (years) | 10 years | |||||||
Palmer of Texas [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate swap, notional amount | 22,500,000 | |||||||
Interest rate swap, fixed interest rate (percent) | 3.74% | |||||||
Remaining maturity period of interest rate swap (years) | 10 years | |||||||
Palmer of Texas [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Term Loan Due August 21, 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate swap, notional amount | 22,500,000 | |||||||
Interest rate swap, fixed interest rate (percent) | 3.74% | |||||||
Color Resources, LLC [Member] | Interest Rate Swap [Member] | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of interest rate swap | 215,000 | 80,000 | ||||||
Color Resources, LLC [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate swap, notional amount | 4,033,250 | |||||||
Interest rate swap, fixed interest rate (percent) | 4.83% | |||||||
Remaining maturity period of interest rate swap (years) | 10 years | |||||||
Color Resources, LLC [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Mortgages [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate swap, notional amount | 4,033,250 | |||||||
Interest rate swap, fixed interest rate (percent) | 4.83% | |||||||
Color Resources, LLC [Member] | Acquisition-related Costs [Member] | Interest Rate Swap [Member] | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Change in fair value of interest rate swap | $70,000 | |||||||
Real Estate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization period | 20 years | |||||||
Equipment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization period | 5 years |
Longterm_Debt_Scheduled_Maturi
Long-term Debt (Scheduled Maturities) (Details) (USD $) | Jan. 03, 2015 |
In Thousands, unless otherwise specified | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2015 | $4,534 |
2016 | 4,534 |
2017 | 4,534 |
2018 | 4,497 |
2019 | 4,258 |
Thereafter | $8,547 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Jan. 03, 2015 | Dec. 28, 2013 |
Accrued Expenses | ||
Salaries, wages and commissions | $2,814,279 | $1,224,856 |
Current portion of contingent consideration | 4,659,871 | 2,500,000 |
Facility closing reserves | 1,570,399 | 0 |
Uncertain tax positions | 1,504,146 | 0 |
Advances from customers | 1,027,123 | 1,617,298 |
Insurance | 859,151 | 1,229,440 |
Current portion of pension liability from the closure of Bristol Fab | 780,595 | 0 |
Taxes, other than income taxes | 470,456 | 795,015 |
Benefit plans | 212,352 | 530,603 |
Interest | 56,922 | 31,015 |
Professional fees | 194,065 | 302,304 |
Interest rate swap liability | 215,188 | 80,498 |
Current portion of deferred compensation | 51,000 | 51,000 |
Other accrued items | 269,139 | 820,340 |
Total accrued expenses | $14,684,686 | $9,182,369 |
Environmental_Compliance_Costs1
Environmental Compliance Costs (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Jan. 03, 2015 | Jan. 02, 2010 | Jan. 01, 2011 | Dec. 28, 2013 | Dec. 31, 2000 |
solid_waste_management_units | |||||
Environmental Exit Cost [Line Items] | |||||
Environmental remediation reserves | 576 | $626 | |||
Minimum [Member] | |||||
Environmental Exit Cost [Line Items] | |||||
Environmental remediation costs, period of recognition (years) | 3 years | ||||
Maximum [Member] | |||||
Environmental Exit Cost [Line Items] | |||||
Environmental remediation costs, period of recognition (years) | 4 years | ||||
Comprehensive Environmental Response, Compensation, and Liability Act [Member] | |||||
Environmental Exit Cost [Line Items] | |||||
Number of environmental remediation sites (sites) | 2 | ||||
Spartanburg Plant [Member] | |||||
Environmental Exit Cost [Line Items] | |||||
Number of solid waste management units | 14 | ||||
Environmental charges | 968 | ||||
Augusta Plant [Member] | |||||
Environmental Exit Cost [Line Items] | |||||
Environmental remediation reserves | 501 | 551 | |||
Bristol, Tennessee Facility [Member] | |||||
Environmental Exit Cost [Line Items] | |||||
Environmental remediation reserves | 75 | 75 | |||
Number of solid waste management units | 2 | ||||
Superfund Site [Member] | |||||
Environmental Exit Cost [Line Items] | |||||
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 | Jan. 03, 2015 | Dec. 28, 2013 |
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 | |
Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Present value of vested future deferred compensation payments | 261 | $271 |
Stock_Options_Stock_Grants_and2
Stock Options, Stock Grants and New Stock (Summary of Stock Option Activity) (Details) (USD $) | 12 Months Ended | ||||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Jan. 01, 2011 | Dec. 31, 2011 | |
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) | $11.95 | $11.82 | $11.28 | ||
Exercises, weighted average exercise price (dollars per share) | $11.23 | $10.69 | $10.50 | ||
Canceled / Expired, weighted average exercise price (dollars per share) | $13.70 | $12.70 | $0 | ||
Outstanding, end of year, weighted average exercise price (dollars per share) | $12.25 | $11.95 | $11.82 | ||
Exercisable, weighted average exercise price (dollars per share) | $11.73 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding, beginning of year (shares) | 162,736 | 220,740 | 120,800 | ||
Exercised (shares) | -17,074 | -15,247 | -11,800 | ||
Canceled / Expired (shares) | -2,157 | -83,351 | 0 | ||
Outstanding, end of year (shares) | 157,295 | 162,736 | 220,740 | ||
Exercisable (shares) | 56,787 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||||
Expected to vest, beginning of the year, weighted average exercise price (dollars per share) | $12.18 | $11.97 | |||
Vested, weighted average exercise price (dollars per share) | $11.98 | $11.49 | |||
Forfeited unvested options (dollars per share) | $13.70 | $12.71 | |||
Expected to vest, end of the year, weighted average exercise price (dollars per share) | $12.54 | $12.18 | $11.97 | ||
Expected to vest (shares) | 122,145 | 191,740 | |||
Vested (shares) | -33,702 | -27,347 | |||
Forfeited unvested options (shares) | -1,725 | -82,842 | |||
Expected to vest (shares) | 100,508 | 122,145 | 191,740 | ||
Options outstanding, weighted average contractual term (years) | 6 years 11 months | 7 years 6 months | 8 years 5 months | 8 years | |
Options exercisable, weighted average contractual term (years) | 6 years 5 months | ||||
Options expected to vest, weighted average contractual term (years) | 7 years 2 months | 7 years 9 months | 8 years 11 months | ||
Options outstanding, intrinsic value | $852,810 | $582,894 | $367,937 | $6,448 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Authorized | 169,384 | 181,017 | 138,260 | 250,000 | |
Options exercisable, intrinsic value | $337,467 | ||||
Options granted, weighted average fair value (dollars per share) | $6.76 | $7.19 | $6.40 | ||
February 9, 2012 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $11.35 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Granted (shares) | -36,740 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $11.35 | ||||
Granted (shares) | -36,740 | ||||
August 21, 2012 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $12.73 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Granted (shares) | -75,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $12.73 | ||||
Granted (shares) | -75,000 | ||||
February 7, 2013 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $13.70 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Granted (shares) | -40,594 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $13.70 | ||||
Granted (shares) | -40,594 | ||||
Options granted, weighted average fair value (dollars per share) | $6.30 | ||||
February 20, 2014 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $14.76 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Granted (shares) | -13,790 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||||
Granted, weighted average exercise price (dollars per share) | $14.76 | ||||
Granted (shares) | -13,790 | ||||
Options granted, weighted average fair value (dollars per share) | $6.70 |
Stock_Options_Stock_Grants_and3
Stock Options, Stock Grants and New Stock (Stock Options by Exercise Price Range) (Details) (USD $) | 12 Months Ended |
Jan. 03, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Outstanding options (shares) | 157,295 |
Number of exercisable options (shares) | 56,787 |
$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) | 82,342 |
Weighted average exercise price (dollars per share) | $11.55 |
Weighted average remaining contractual life in years (years) | 6 years 0 months 17 days |
Number of exercisable options (shares) | 42,342 |
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) | 27,996 |
Weighted average exercise price (dollars per share) | $11.35 |
Weighted average remaining contractual life in years (years) | 7 years 1 month 1 day |
Number of exercisable options (shares) | 8,912 |
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) | 33,167 |
Weighted average exercise price (dollars per share) | $13.70 |
Weighted average remaining contractual life in years (years) | 8 years 1 month 1 day |
Number of exercisable options (shares) | 5,533 |
Exercisable options, weighted average exercise price (dollars per share) | $13.70 |
$14.76 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (dollars per share) | $14.76 |
Number of Outstanding options (shares) | 13,790 |
Weighted average exercise price (dollars per share) | $14.76 |
Weighted average remaining contractual life in years (years) | 9 years 1 month 18 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 | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
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) | 19,252 | 32,473 | 43,572 |
Vested (shares) | -7,434 | -8,161 | -11,099 |
Forfeited or expired (shares) | -160 | -5,060 | 0 |
Outstanding, end of the year (shares) | 66,403 | 19,252 | 32,473 |
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) | $11.15 | $10.98 | $11.39 |
Vested, weighted average grant date fair value (dollars per share) | $10.60 | $11.06 | $12.60 |
Forfeited or expired, weighted average grant date fair value (dollars per share) | $13.34 | $10.20 | |
Outstanding, end of the year, weighted average grant date fair value (dollars per share) | $15 | $11.15 | $10.98 |
October 16, 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (shares) | 31,080 | ||
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) | $15.69 | ||
November 21, 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (shares) | 23,665 | ||
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) | $15.85 |
Stock_Options_Stock_Grants_and5
Stock Options, Stock Grants and New Stock (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Sep. 30, 2013 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Feb. 20, 2014 | Feb. 07, 2013 | Feb. 09, 2012 | Aug. 21, 2012 | Oct. 16, 2014 | Apr. 24, 2014 | Apr. 25, 2013 | Nov. 21, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options granted, weighted average fair value (dollars per share) | $6.76 | $7.19 | $6.40 | |||||||||
Stock options exercised (in shares) | 17,074 | 15,247 | 11,800 | |||||||||
Options exercisable (shares) | 56,787 | |||||||||||
Options exercisable, weighted average exercise price (dollars per share) | $11.73 | |||||||||||
Share-based compensation expense | $364,157 | $331,362 | $337,750 | |||||||||
Issuance of shares of common stock from the treasury (in shares) | 14,522 | 17,572 | 19,089 | |||||||||
Issuance of common stock (shares) | 2,300,000 | |||||||||||
Proceeds from Issuance of Common Stock | 34,233,000 | |||||||||||
Planned Payments to Acquire Machinery and Equipment | 3,500,000 | |||||||||||
Stock Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock options exercised (in shares) | 17,074 | 15,247 | 11,800 | |||||||||
Option exercises, aggregate exercise price | 192,000 | 163,000 | 124,000 | |||||||||
Cash received from exercise of stock options | 42,000 | 138,000 | 124,000 | |||||||||
Stock Repurchased During Period, Shares | 9,094 | 1,752 | ||||||||||
Stock repurchased during year | 150,000 | 25,000 | ||||||||||
Options exercisable (shares) | 56,787 | 40,591 | 29,000 | |||||||||
Options exercisable, weighted average exercise price (dollars per share) | $11.73 | $11.26 | $10.84 | |||||||||
Share-based compensation expense | 261,000 | 249,000 | 228,000 | |||||||||
Total unrecognized compensation cost | 459,000 | |||||||||||
Share-based compensation, weighted average period of recognition (years) | 2 years 3 months 25 days | |||||||||||
2011 Plan [Member] | Stock Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options granted (shares) | 13,790 | 40,594 | 36,740 | |||||||||
Options granted, weighted average exercise price (dollars per share) | $14.76 | $13.70 | $11.35 | |||||||||
Options granted, weighted average fair value (dollars per share) | $6.70 | $6.30 | $5.03 | |||||||||
Risk free interest rate (percent) | 2.00% | 2.00% | 2.04% | |||||||||
Expected volatility rate (percent) | 52.00% | 53.00% | 53.00% | |||||||||
Expected life (years) | 7 years | 7 years | 7 years | |||||||||
Expected dividend yield (percent) | 1.80% | 1.80% | 2.10% | |||||||||
Annual vesting rate (percent) | 20.00% | |||||||||||
2005 Stock Awards Plan [Member] | Stock Awards [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual vesting rate (percent) | 20.00% | |||||||||||
Share-based compensation expense | 103,000 | 82,000 | 110,000 | |||||||||
Total unrecognized compensation cost | 902,000 | |||||||||||
Share-based compensation, weighted average period of recognition (years) | 4 years 6 months 18 days | |||||||||||
Period after option grant before options can be exercised (years) | 1 year | |||||||||||
Share-based compensation expense, period of recognition (years) | 60 months | |||||||||||
Share-based compensation expense, net of taxes | 66,000 | 52,000 | 70,000 | |||||||||
Share-based compensation expense, net of taxes, (dollars per share) | $0.01 | $0.01 | $0.01 | |||||||||
President of Palmer [Member] | 2011 Plan [Member] | Stock Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options granted (shares) | 75,000 | |||||||||||
Options granted, weighted average exercise price (dollars per share) | $12.73 | |||||||||||
Options granted, weighted average fair value (dollars per share) | $5.44 | |||||||||||
Risk free interest rate (percent) | 1.80% | |||||||||||
Expected volatility rate (percent) | 51.00% | |||||||||||
Expected life (years) | 7 years | |||||||||||
Expected dividend yield (percent) | 2.10% | |||||||||||
Chief Executive Officer [Member] | 2005 Stock Awards Plan [Member] | Stock Awards [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted (shares) | 31,080 | |||||||||||
Granted, weighted average grant date fair value (dollars per share) | $15.69 | |||||||||||
Non Employee Director [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of shares of common stock from the treasury (in shares) | 7,088 | 9,411 | ||||||||||
Annual cash retainer fees | 111,000 | 128,000 | ||||||||||
Public Offering [Member] | Common Stock [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of common stock (shares) | 2,000,000 | |||||||||||
Price of stock (usd per share) | $15.75 | |||||||||||
Repayments of lines of credit | $18,061,000 | |||||||||||
Over-Allotment Option [Member] | Common Stock [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of common stock (shares) | 300,000 | |||||||||||
Price of stock (usd per share) | $15.75 | |||||||||||
Restricted Stock [Member] | Non Employee Director [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Maximum annual retainer percent | 100.00% | |||||||||||
Specialty Pipe And Tube, Inc. [Member] | Certain Management Employees [Member] | 2005 Stock Awards Plan [Member] | Stock Awards [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted (shares) | 23,665 | |||||||||||
Granted, weighted average grant date fair value (dollars per share) | $15.85 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Jan. 03, 2015 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Inventory valuation reserves | $303 | $794 |
Allowance for doubtful accounts | 85 | 100 |
Inventory capitalization | 1,504 | 3,089 |
Environmental reserves | 206 | 224 |
Interest rate swap | 41 | 128 |
Back charge accrual | 23 | 203 |
Deferred compensation | 93 | 97 |
Accrued bonus | 739 | 0 |
Facility closing reserves | 568 | 0 |
State net operating loss carryforwards | 206 | 142 |
Other | 370 | 253 |
Total deferred tax assets | 4,138 | 5,030 |
Deferred tax liabilities: | ||
Tax over book depreciation and amortization | 6,804 | 8,021 |
Prepaid expenses | 825 | 749 |
Other | 26 | 57 |
Total deferred tax liabilities | 7,655 | 8,827 |
Net deferred tax liabilities | ($3,517) | ($3,797) |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Taxes) (Details) (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Current: | |||
Federal | $3,933,000 | $2,192,000 | $1,493,000 |
State | 656,000 | 344,000 | 236,000 |
Total current | 4,589,000 | 2,536,000 | 1,729,000 |
Deferred: | |||
Federal | 964,000 | -1,113,000 | 250,000 |
State | -167,000 | -213,000 | -85,000 |
Total deferred | 796,916 | -1,325,781 | 164,774 |
Total | $5,386,000 | $1,210,000 | $1,894,000 |
Income_Taxes_Effective_Tax_Rat
Income Taxes (Effective Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Income Tax Expense Reconciliation | |||
Tax at U.S. statutory rates | $6,302,000 | $1,397,000 | $1,998,000 |
State income taxes, net of federal tax benefit | 324,000 | 74,000 | 106,000 |
Palmer earn-out adjustment | -1,217,000 | 0 | 0 |
Bargain gain on CRI acquisition | 0 | -366,000 | 0 |
Manufacturing exemption | -458,000 | -138,000 | -180,000 |
Stock issuance costs | 0 | 101,000 | 0 |
Stock option compensation | 91,000 | 85,000 | 38,000 |
Uncertain tax positions | 139,000 | 0 | 0 |
Other, net | 205,000 | 57,000 | -68,000 |
Total | $5,386,000 | $1,210,000 | $1,894,000 |
Effective Tax Rate Reconciliation | |||
Tax at U.S. statutory rates (percent) | 35.00% | 34.00% | 34.00% |
State income taxes, net of federal tax benefit (percent) | 1.80% | 1.80% | 1.80% |
Palmer earn-out adjustment (percent) | -6.80% | 0.00% | 0.00% |
Bargain gain on CRI acquisition (percent) | 0.00% | -8.90% | 0.00% |
Manufacturing exemption (percent) | -2.50% | -3.40% | -3.10% |
Stock issuance costs (percent) | 0.00% | 2.50% | 0.00% |
Stock option compensation (percent) | 0.50% | 2.10% | 0.60% |
Uncertain tax positions (percent) | 0.80% | 0.00% | 0.00% |
Other, net (percent) | 1.10% | 1.40% | -1.10% |
Total (percent) | 29.90% | 29.50% | 32.20% |
Income_Taxes_Uncertain_Tax_Pos
Income Taxes (Uncertain Tax Positions) (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Jan. 03, 2015 |
Unrecognized Tax Benefit | ||||
Beginning balance | $0 | $0 | ||
Increases related to prior year tax positions | 1,431 | 0 | ||
Decreases related to prior year tax positions | 0 | 0 | ||
Increases related to current year tax position | 0 | 0 | ||
Settlements during period | 0 | 0 | ||
Lapse of statue of limitations | 0 | 0 | ||
Ending balance | 1,431 | 0 | 0 | |
Interest and Penalties | ||||
Beginning balance | 73 | 0 | 0 | |
Increases related to prior year tax positions | 73 | 0 | ||
Ending balance | 73 | 0 | 0 | |
Total unrecognized tax benefit, interest and penalties, Beginning balance | 0 | 0 | 1,504 | |
Total increase in unrecognized tax benefit, interest and penalties related to prior year tax positions | 1,504 | 0 | ||
Total unrecognized tax benefit, interest and penalties, Ending balance | $1,504 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Income Tax Disclosures [Line Items] | |||
Income tax payments | $2,091,000 | $2,445,000 | $1,991,000 |
State Jurisdiction [Member] | |||
Income Tax Disclosures [Line Items] | |||
Net operating loss carryforwards | 50,774,000 | 45,503,000 | |
Portion of NOL subject to valuation allowance | 45,965,000 | ||
Valuation allowance for net operating loss carrryforwards | 1,570,000 | ||
Operating Loss Carryforwards [Member] | State Jurisdiction [Member] | |||
Income Tax Disclosures [Line Items] | |||
Increase in valuation allowance during the period | $178,000 |
Benefit_Plans_and_Collective_B1
Benefit Plans and Collective Bargaining Agreements (Narrative) (Details) (USD $) | 12 Months Ended | |||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Jun. 27, 2014 | |
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 | 521,000 | 550,000 | 390,000 | |
Employer discretionary 401(k) contribution amount | 0 | 0 | 0 | |
Employer contributions to union-sponsored defined contribution retirement plans | 2,329,000 | 882,000 | 739,000 | |
Bristol, Tennessee and Mineral Ridge, Ohio Facilities [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) | 162 | |||
Percentage of company's employees represented by collective bargaining agreement (percent) | 35.00% | |||
United Steelworkers [Member] | Bristol, Tennessee and Mineral Ridge, Ohio Facilities [Member] | ||||
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ||||
Number of individuals representing a collective bargaining agreement (individual) | 2 | |||
Teamsters [Member] | Bristol, Tennessee and Mineral Ridge, Ohio Facilities [Member] | ||||
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ||||
Number of individuals representing a collective bargaining agreement (individual) | 1 | |||
Number of employees represented by union | 2 | |||
Bristol Fab [Member] | ||||
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ||||
Pension withdrawal liability from closure of Bristol Fab | $1,900,000 |
Leases_Details
Leases (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
Operating leases, future minimum lease payments - 2015 | $449 | ||
Operating leases, future minimum lease payments - 2016 | 241 | ||
Operating leases, future minimum lease payments - 2017 | 182 | ||
Operating leases, future minimum lease payments - 2018 | 26 | ||
Operating leases, future minimum lease payments - 2019 | 15 | ||
Operating lease rent expense | $903 | $1,043 | $470 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Sep. 30, 2014 | |
manufacturing_facility | ||||||
Product Liability Contingency [Line Items] | ||||||
Number of manufacturing facilities, closed during the period | 2 | |||||
Facility closing reserves | $1,570,399 | $0 | ||||
Metals Segment [Member] | Product Liability and Other Damages [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Claim expense | 115,000 | 298,000 | 0 | |||
Customer Past Due Invoices [Member] | Pending Litigation [Member] | Metals Segment [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Litigation damages sought | 135,000 | |||||
Customer Past Due Invoices [Member] | Pending Litigation [Member] | Specialty Chemicals Segment [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Litigation damages sought | 134,000 | |||||
Counterclaims [Member] | Pending Litigation [Member] | Specialty Chemicals Segment [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Period of collection efforts | 12 months | |||||
Litigation damages sought | 3,000,000 | |||||
Breach Of Contract [Member] | Pending Litigation [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Litigation damages sought | $4,000,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 03, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Numerator: | |||||||||||
Net income from continuing operations | $12,618,787 | $2,898,048 | $3,982,884 | ||||||||
Net (loss) income from discontinued operations, net of tax | $598,000 | ($1,899,000) | ($5,383,000) | ($473,000) | ($1,982,000) | ($19,000) | $628,000 | $236,000 | ($7,156,524) | ($1,137,484) | $252,028 |
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted average shares (shares) | 8,702,094 | 6,941,794 | 6,341,856 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options and stock grants (shares) | 13,008 | 5,610 | 52,488 | ||||||||
Denominator for diluted earnings per share - weighted average shares (shares) | 8,715,102 | 6,947,404 | 6,394,344 | ||||||||
Earnings per share from continuing operations | |||||||||||
Basic (dollars per share) | $0.16 | $0.36 | $0.66 | $0.26 | ($0.13) | $0.23 | $0.20 | $0.19 | $1.45 | $0.42 | $0.63 |
Diluted (dollars per share) | $0.16 | $0.36 | $0.66 | $0.26 | ($0.13) | $0.23 | $0.20 | $0.19 | $1.45 | $0.42 | $0.62 |
Loss (earnings) per share from discontinued operations | |||||||||||
Basic (dollars per share) | $0.07 | ($0.22) | ($0.62) | ($0.05) | ($0.23) | $0 | $0.10 | $0.04 | ($0.82) | ($0.16) | $0.04 |
Diluted (dollars per share) | $0.07 | ($0.22) | ($0.62) | ($0.05) | ($0.23) | $0 | $0.10 | $0.04 | ($0.82) | ($0.16) | $0.04 |
Antidilutive securities excluded from earnings per share calculation (shares) | 46,957 | 161,084 | 231,200 |
Industry_Segments_Segment_Info
Industry Segments (Segment Information) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 03, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $48,569,000 | $48,452,000 | $52,688,000 | $49,796,000 | $46,402,000 | $49,212,000 | $50,485,000 | $50,652,000 | $199,504,628 | $196,751,175 | $166,162,142 |
Operating income | 19,641,000 | 7,006,000 | 10,503,000 | ||||||||
Operating income | 16,340,798 | 3,763,711 | 7,323,980 | ||||||||
Acquisition related costs | 301,715 | 264,186 | 880,583 | ||||||||
Interest expense | 1,091,694 | 1,357,328 | 600,893 | ||||||||
Change in fair value of interest rate swap | 425,543 | -740,832 | 113,648 | ||||||||
Palmer earn-out adjustment | -3,476,197 | 0 | 0 | ||||||||
Gain on bargain purchase, net of taxes | 0 | -1,077,332 | 0 | ||||||||
Income before income taxes | 18,004,787 | 4,108,048 | 5,876,884 | ||||||||
Identifiable assets | 187,849,230 | 163,260,371 | 187,849,230 | 163,260,371 | |||||||
Assets held for sale | 0 | 12,768,000 | 0 | 12,768,000 | |||||||
Depreciation and amortization | 5,191,000 | 4,672,000 | 2,962,000 | ||||||||
Capital expenditures | 8,066,000 | 5,648,000 | 4,542,000 | ||||||||
Metals Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 134,304,000 | 140,233,000 | 114,788,000 | ||||||||
Operating income | 13,511,000 | 1,263,000 | 5,660,000 | ||||||||
Identifiable assets | 145,558,000 | 111,952,000 | 145,558,000 | 111,952,000 | |||||||
Depreciation and amortization | 4,078,000 | 3,809,000 | 2,339,000 | ||||||||
Capital expenditures | 3,123,000 | 4,194,000 | 3,353,000 | ||||||||
Specialty Chemicals Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 65,201,000 | 56,518,000 | 51,374,000 | ||||||||
Operating income | 6,130,000 | 5,743,000 | 4,843,000 | ||||||||
Identifiable assets | 32,504,000 | 28,041,000 | 32,504,000 | 28,041,000 | |||||||
Depreciation and amortization | 974,000 | 659,000 | 435,000 | ||||||||
Capital expenditures | 4,913,000 | 1,397,000 | 1,066,000 | ||||||||
Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Less unallocated corporate expenses | 3,292,000 | 3,243,000 | 3,165,000 | ||||||||
Operating income | 16,349,000 | 3,763,000 | 7,338,000 | ||||||||
Acquisition related costs | 302,000 | 264,000 | 881,000 | ||||||||
Interest expense | 1,092,000 | 1,357,000 | 601,000 | ||||||||
Change in fair value of interest rate swap | 426,000 | -741,000 | 114,000 | ||||||||
Palmer earn-out adjustment | -3,476,000 | 0 | 0 | ||||||||
Gain on bargain purchase, net of taxes | 0 | -1,077,000 | 0 | ||||||||
Other income, net | 0 | -148,000 | -135,000 | ||||||||
Income before income taxes | 18,005,000 | 4,108,000 | 5,877,000 | ||||||||
Identifiable assets | 9,787,000 | 10,499,000 | 9,787,000 | 10,499,000 | |||||||
Depreciation and amortization | 139,000 | 204,000 | 188,000 | ||||||||
Capital expenditures | 30,000 | 57,000 | 123,000 | ||||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 191,032,000 | 189,447,000 | 156,795,000 | ||||||||
Elsewhere [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 8,473,000 | 7,304,000 | 9,367,000 | ||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $199,505,000 | $196,751,000 | $166,162,000 |
Industry_Segments_Narrative_De
Industry Segments (Narrative) (Details) (USD $) | 12 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Segment Reporting Information [Line Items] | |||
Number of operating segments (segments) | 2 | ||
Goodwill | $23,250,201 | $17,252,678 | |
Metals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 21,895,000 | 15,898,000 | |
Concentration risk (percentage) | 82.00% | ||
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) | 49.00% | ||
Number of suppliers providing majority of supplies (entities) | 8 | ||
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Environmental charges | $13,000 | $17,000 | $46,000 |
Supplier One [Member] | Metals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk (percentage) | 42.00% | ||
Revenue [Member] | Metals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of major customers (entities) | 0 | 0 | |
Concentration risk (percentage) | 10.00% | ||
Revenue [Member] | Specialty Chemicals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk (percentage) | 31.00% | 40.00% | 28.00% |
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 | ||
BRISMET, Palmer and Specialty [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 | |||||||||
Jan. 03, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales from continuing operations | $48,569,000 | $48,452,000 | $52,688,000 | $49,796,000 | $46,402,000 | $49,212,000 | $50,485,000 | $50,652,000 | $199,504,628 | $196,751,175 | $166,162,142 |
Gross profit from continuing operations | 8,247,000 | 8,127,000 | 8,952,000 | 7,603,000 | 2,770,000 | 5,166,000 | 5,751,000 | 6,111,000 | 32,929,482 | 19,798,139 | 19,732,561 |
Net income from continuing operations | 1,409,000 | 3,177,000 | 5,783,000 | 2,250,000 | -1,097,000 | 1,481,000 | 1,285,000 | 1,229,000 | 5,462,263 | 1,760,564 | 4,234,912 |
(Loss) income from discontinued operations, net of tax | 598,000 | -1,899,000 | -5,383,000 | -473,000 | -1,982,000 | -19,000 | 628,000 | 236,000 | -7,156,524 | -1,137,484 | 252,028 |
Net income | $2,007,000 | $1,279,000 | $400,000 | $1,776,000 | ($3,079,000) | $1,461,000 | $1,913,000 | $1,465,000 | $5,462,263 | $1,760,564 | $4,234,912 |
Per common share from continuing operations | |||||||||||
Basic (dollars per share) | $0.16 | $0.36 | $0.66 | $0.26 | ($0.13) | $0.23 | $0.20 | $0.19 | $1.45 | $0.42 | $0.63 |
Diluted (dollars per share) | $0.16 | $0.36 | $0.66 | $0.26 | ($0.13) | $0.23 | $0.20 | $0.19 | $1.45 | $0.42 | $0.62 |
Per common share from discontinued operations | |||||||||||
Basic (dollars per share) | $0.07 | ($0.22) | ($0.62) | ($0.05) | ($0.23) | $0 | $0.10 | $0.04 | ($0.82) | ($0.16) | $0.04 |
Diluted (dollars per share) | $0.07 | ($0.22) | ($0.62) | ($0.05) | ($0.23) | $0 | $0.10 | $0.04 | ($0.82) | ($0.16) | $0.04 |
Interest_Rate_Swap_Narrative_D
Interest Rate Swap (Narrative) (Details) (USD $) | 12 Months Ended | |||
Jan. 03, 2015 | Dec. 28, 2013 | Aug. 09, 2013 | Aug. 21, 2012 | |
Derivative [Line Items] | ||||
Interest rate swap liability | 215,188 | $80,498 | ||
Color Resources, LLC [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Interest rate swap, notional amount | 4,033,250 | |||
Interest rate swap, fixed interest rate (percent) | 4.83% | |||
Remaining maturity period of interest rate swap (years) | 10 years | |||
Color Resources, LLC [Member] | Term Loan [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Interest rate swap liability | 215,000 | 80,000 | ||
Palmer of Texas [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Interest rate swap, notional amount | 22,500,000 | |||
Interest rate swap, fixed interest rate (percent) | 3.74% | |||
Remaining maturity period of interest rate swap (years) | 10 years | |||
Palmer of Texas [Member] | Term Loan [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Fair value of interest rate swap | 11,000 | $301,000 |
Acquisitions_Textual_Details
Acquisitions (Textual) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Nov. 21, 2014 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 09, 2013 | Aug. 26, 2013 | Dec. 29, 2012 | Aug. 21, 2012 | Aug. 21, 2014 | Aug. 21, 2015 | |
employees | employees | |||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible asset depreciation period (years) | 10 years | |||||||||
Acquisition costs | $12,618,787 | $2,898,048 | $3,982,884 | |||||||
Employees added during acquisition (employees) | 30 | |||||||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | -3,476,197 | |||||||||
Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase Price | 31,490,433 | |||||||||
Contingent consideration payment, upper limit | 5,000,000 | |||||||||
Contingent consideration earn-out period (years) | 2 years | 2 years | ||||||||
Revenue threshold for earn-out | 27,000,000 | |||||||||
Earn-out percentage threshold | 2,000,000 | |||||||||
Earn-out multiplier threshold | 2,500,000 | |||||||||
Single earn-out limit | 2,500,000 | |||||||||
Cumulative revenue threshold for earn-out | 58,000,000 | |||||||||
Cumulative revenue threshold for earn-our calculation | 54,000,000 | |||||||||
Cumulative earn-out percentage threshold | 4,000,000 | |||||||||
Cumulative earn-out multiplier threshold | 5,000,000 | |||||||||
Estimated earn out payments, discounted | 4,774,000 | |||||||||
Intangible assets | 11,457,000 | |||||||||
Revenues | 2,524,000 | |||||||||
Income before income taxes | 493,000 | |||||||||
CRI Facility [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase Price | 3,450,000 | |||||||||
Revenues | 1,824,000 | |||||||||
Income before income taxes | 144,000 | |||||||||
CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase Price | 1,100,000 | |||||||||
Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase Price | 25,575,000 | |||||||||
Contingent consideration payment, upper limit | 10,500,000 | |||||||||
Contingent consideration earn-out period (years) | 3 years | 3 years | ||||||||
Estimated earn out payments, discounted | 8,152,000 | |||||||||
Intangible assets | 9,000,000 | |||||||||
Intangible asset depreciation period (years) | 15 years | |||||||||
Revenues | 12,619,000 | |||||||||
Income before income taxes | 977,000 | |||||||||
Employees added during acquisition (employees) | 130 | |||||||||
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 | |||||||||
Claw back period (years) | 2 years | |||||||||
Contingency liability | 1,200,000 | |||||||||
Indemnification assets | 336,000 | 1,200,000 | ||||||||
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 | |||||||||
Earn-out liability balance | 6,000,000 | |||||||||
Year 1 [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingency liability | 2,500,000 | |||||||||
Year 2 [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration payment, lower limit | 2,500,000 | |||||||||
EBITDA threshold, lower range for three year earn out payment | 5,825,000 | |||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | -3,476,000 | |||||||||
Scenario, Forecast [Member] | Year 3 [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
EBITDA threshold, upper range for earn out payment | 6,825,000 | |||||||||
EBITDA threshold, lower range for three year earn out payment | 5,825,000 | |||||||||
Contingent Consideration [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated earn out payments, discount rate | 3.00% | |||||||||
Contingent Consideration [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Estimated earn out payments, discount rate | 2.00% | |||||||||
Acquisition-related Costs [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 302,000 | |||||||||
Acquisition-related Costs [Member] | CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 255,000 | |||||||||
Acquisition-related Costs [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 881,000 | |||||||||
Professional Audit Fees [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 92,000 | |||||||||
Professional Audit Fees [Member] | CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 113,000 | |||||||||
Professional Audit Fees [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 355,000 | |||||||||
Bank and Swap Agreement Fees [Member] | CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 70,000 | |||||||||
Bank and Swap Agreement Fees [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 337,000 | |||||||||
Legal Fees [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 83,000 | |||||||||
Legal Fees [Member] | CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 53,000 | |||||||||
Legal Fees [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 93,000 | |||||||||
Consultant Fees [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 65,000 | |||||||||
Travel Costs [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 62,000 | |||||||||
Travel Costs [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 25,000 | |||||||||
Other Expense [Member] | CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 19,000 | |||||||||
Other Expense [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | $71,000 |
Acquisitions_Sources_and_Uses_
Acquisitions (Sources and Uses of Funds) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
Nov. 21, 2014 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 26, 2013 | |
Specialty Pipe And Tube, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase Price | $31,490,433 | ||||
Sources of funds: | |||||
Cash on hand | 21,490,433 | ||||
Proceeds from term loan | 10,000,000 | ||||
Business Combination, Uses of Funds [Abstract] | |||||
Acquisition of Specialty's common stock | 27,496,000 | 31,490,433 | 0 | 0 | |
Cash paid to escrow agent for potential future claims, to be settled within 18 months | 3,248,500 | ||||
Cash paid for a portion of the seller's investment banker fee | 745,933 | ||||
CRI Tolling [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase Price | 1,100,000 | ||||
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 $) | 12 Months Ended | 0 Months Ended | ||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 26, 2013 | |
Business Acquisition [Line Items] | ||||
Bargain purchase gain | $0 | $1,077,332 | $0 | |
Color Resources, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of new assets acquired | 5,627,332 | |||
Total consideration paid | -4,550,000 | |||
Bargain purchase gain | $1,077,332 |
Acquisitions_Pro_Forma_Informa
Acquisitions (Pro Forma Information) (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Specialty Pipe And Tube, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Pro forma revenues | $228,647 | $224,570 | ||
Pro forma net income | 8,928 | 6,459 | ||
Earnings per share: | ||||
Basic (dollars per share) | $1.85 | $0.93 | ||
Diluted (dollars per share) | $1.85 | $0.93 | ||
CRI Tolling [Member] | ||||
Business Acquisition [Line Items] | ||||
Pro forma revenues | 223,969 | 204,850 | ||
Pro forma net income | 1,230 | 3,599 | ||
Earnings per share: | ||||
Basic (dollars per share) | $0.18 | $0.57 | ||
Diluted (dollars per share) | $0.18 | $0.56 | ||
Palmer of Texas [Member] | ||||
Business Acquisition [Line Items] | ||||
Pro forma revenues | 220,955 | 202,689 | ||
Pro forma net income | $5,537 | $6,478 | ||
Earnings per share: | ||||
Basic (dollars per share) | $0.87 | $1.03 | ||
Diluted (dollars per share) | $0.87 | $1.02 |
Acquisitions_Fair_Value_of_Ass
Acquisitions (Fair Value of Assets Identified and Liabilities Assumed) (Details) (USD $) | Jan. 03, 2015 | Dec. 28, 2013 | Nov. 21, 2014 | Aug. 26, 2013 | Aug. 09, 2013 | Aug. 21, 2012 |
Business Acquisition [Line Items] | ||||||
Goodwill | $23,250,201 | $17,252,678 | ||||
Specialty Pipe And Tube, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 12,960 | |||||
Accounts receivable, net | 2,827,251 | |||||
Inventories, net | 15,524,772 | |||||
Net fixed assets | 2,950,492 | |||||
Goodwill | 5,993,705 | |||||
Intangible asset - customer base | 11,457,000 | |||||
Contingent consideration | -4,773,620 | |||||
Other liabilities assumed | -2,502,127 | |||||
Total net assets acquired | 31,490,433 | |||||
Specialty Pipe And Tube, Inc. [Member] | Recorded by Acquiree [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 12,960 | |||||
Accounts receivable, net | 2,827,251 | |||||
Inventories, net | 17,041,660 | |||||
Net fixed assets | 3,018,416 | |||||
Goodwill | 0 | |||||
Intangible asset - customer base | 0 | |||||
Contingent consideration | 0 | |||||
Other liabilities assumed | -2,502,127 | |||||
Total net assets acquired | 20,398,160 | |||||
Specialty Pipe And Tube, Inc. [Member] | Purchase Accounting and Fair Value Adjustments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 0 | |||||
Accounts receivable, net | 0 | |||||
Inventories, net | -1,516,888 | |||||
Net fixed assets | -67,924 | |||||
Goodwill | 5,993,705 | |||||
Intangible asset - customer base | 11,457,000 | |||||
Contingent consideration | -4,773,620 | |||||
Other liabilities assumed | 0 | |||||
Total net assets acquired | 11,092,273 | |||||
Color Resources, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable, net | 623,539 | |||||
Inventories, net | 232,771 | |||||
Prepaid expenses | 11,695 | |||||
Building and land | 4,100,000 | |||||
Equipment, net | 1,643,080 | |||||
Accounts payable | -365,898 | |||||
Accrued liabilities | -17,105 | |||||
Deferred tax liability | -600,750 | |||||
Total net assets acquired | 5,627,332 | |||||
Color Resources, LLC [Member] | Recorded by Acquiree [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable, net | 623,539 | |||||
Inventories, net | 232,771 | |||||
Prepaid expenses | 11,695 | |||||
Equipment, net | 614,998 | |||||
Accounts payable | -365,898 | |||||
Accrued liabilities | -17,105 | |||||
Total net assets acquired | 1,100,000 | |||||
Color Resources, LLC [Member] | CRI Facility [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Building and land | 3,450,000 | |||||
Total net assets acquired | 3,450,000 | |||||
Color Resources, LLC [Member] | Purchase Accounting and Fair Value Adjustments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Building and land | 650,000 | |||||
Equipment, net | 1,028,082 | |||||
Deferred tax liability | -600,750 | |||||
Total net assets acquired | 1,077,332 | |||||
Palmer of Texas [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 1,389,054 | |||||
Accounts receivable, net | 4,969,030 | |||||
Inventories, net | 5,678,368 | |||||
Prepaid expenses | 1,611,804 | |||||
Net fixed assets | 7,491,062 | |||||
Goodwill | 15,897,948 | |||||
Intangible asset - customer base | 9,000,000 | |||||
Contingent consideration | -8,152,031 | |||||
Other liabilities assumed | -9,990,026 | |||||
Total net assets acquired | 27,895,209 | |||||
Palmer of Texas [Member] | Recorded by Acquiree [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 1,389,054 | |||||
Accounts receivable, net | 4,969,030 | |||||
Inventories, net | 5,678,368 | |||||
Prepaid expenses | 75,804 | |||||
Net fixed assets | 4,799,692 | |||||
Goodwill | 0 | |||||
Intangible asset - customer base | 0 | |||||
Contingent consideration | 0 | |||||
Other liabilities assumed | -6,833,315 | |||||
Total net assets acquired | 10,078,633 | |||||
Palmer of Texas [Member] | Purchase Accounting and Fair Value Adjustments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 0 | |||||
Accounts receivable, net | 0 | |||||
Inventories, net | 0 | |||||
Prepaid expenses | 1,536,000 | |||||
Net fixed assets | 2,691,370 | |||||
Goodwill | 15,897,948 | |||||
Intangible asset - customer base | 9,000,000 | |||||
Contingent consideration | -8,152,031 | |||||
Other liabilities assumed | -3,156,711 | |||||
Total net assets acquired | $17,816,576 |
Dispositions_and_Closures_Deta
Dispositions and Closures (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Sep. 27, 2014 | Aug. 29, 2014 | Jun. 27, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
(Loss) income before income taxes | ($7,156,524) | ($1,137,484) | $252,028 | |||
Assets | ||||||
Current assets held for sale | 0 | 8,550,076 | ||||
Assets held for sale | 0 | 4,218,095 | ||||
Liabilities | ||||||
Current liabilities held for sale | 0 | 1,318,876 | ||||
Ram Fab [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Transaction value (less than) | 10,000,000 | |||||
Closing costs associated with closure of facility | 1,996,000 | |||||
(Loss) income before income taxes | 947,000 | |||||
Assets | ||||||
Cash | 3,020 | |||||
Accounts receivable, net | 4,165,879 | |||||
Inventories, net | 4,360,891 | |||||
Prepaid expenses | 20,286 | |||||
Current assets held for sale | 8,550,076 | |||||
Property, plant and equipment, net | 3,218,095 | |||||
Goodwill | 1,000,000 | |||||
Assets held for sale | 4,218,095 | |||||
Total assets held for sale | 12,768,171 | |||||
Liabilities | ||||||
Accounts payable | 989,717 | |||||
Advances from customers | 209,212 | |||||
Accrued expenses | 119,947 | |||||
Current liabilities held for sale | 1,318,876 | |||||
Bristol Fab [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Closing costs associated with closure of facility | 6,988,000 | |||||
Pension withdrawal liability | 1,900,000 | |||||
Bristol Fab and Ram-fab [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
(Loss) income before income taxes | -10,963,524 | -1,949,484 | 464,028 | |||
Net sales | 21,963,078 | 23,998,379 | 31,496,732 | |||
(Benefit from) provision for income taxes | -3,807,000 | -812,000 | 212,000 | |||
Net (loss) income from discontinued operations | ($7,156,524) | ($1,137,484) | $252,028 |
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. 09, 2014 | Dec. 03, 2013 | Dec. 10, 2012 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 |
Payments of Dividends [Abstract] | ||||||
Dividends paid (in dollars per share) | $0.30 | $0.26 | $0.25 | $0.30 | $0.26 | $0.25 |
Total outlay for dividends | $2,633 | $2,260 | $1,596 |
Subsequent_Events_Textual_Deta
Subsequent Events (Textual) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | Feb. 20, 2014 | Feb. 07, 2013 | Feb. 09, 2012 | Feb. 10, 2015 | |
Subsequent Event [Line Items] | |||||||
Options granted, weighted average fair value (dollars per share) | $6.76 | $7.19 | $6.40 | ||||
Share-based compensation expense | $364,157 | $331,362 | $337,750 | ||||
Stock Options [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based compensation expense | 261,000 | 249,000 | 228,000 | ||||
2011 Plan [Member] | Stock Options [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Options granted (shares) | 13,790 | 40,594 | 36,740 | ||||
Options granted, weighted average exercise price (dollars per share) | $14.76 | $13.70 | $11.35 | ||||
Annual vesting rate (percent) | 20.00% | ||||||
Options granted, weighted average fair value (dollars per share) | $6.70 | $6.30 | $5.03 | ||||
Risk free interest rate (percent) | 2.00% | 2.00% | 2.04% | ||||
Expected life (years) | 7 years | 7 years | 7 years | ||||
Expected volatility rate (percent) | 52.00% | 53.00% | 53.00% | ||||
Expected dividend yield (percent) | 1.80% | 1.80% | 2.10% | ||||
2011 Plan [Member] | Stock Options [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Options granted (shares) | 32,531 | ||||||
Options granted, weighted average exercise price (dollars per share) | $16.01 | ||||||
Annual vesting rate (percent) | 20.00% | ||||||
Options granted, weighted average fair value (dollars per share) | $6.39 | ||||||
Risk free interest rate (percent) | 2.00% | ||||||
Expected life (years) | 7 years | ||||||
Expected volatility rate (percent) | 46.00% | ||||||
Expected dividend yield (percent) | 2.00% | ||||||
Share-based compensation expense | $208,000 |
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 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $1,079 | $1,313 | $1,203 |
Charged to (Reduction of) Cost and Expenses | 667 | -192 | 928 |
Deductions | -632 | -42 | 818 |
Balance at End of Period | 1,114 | 1,079 | 1,313 |
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 | ||
Specialty Pipe And Tube, Inc. [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Charged to (Reduction of) Cost and Expenses | 76 | ||
Notes Receivable [Member] | Palmer of Texas [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Charged to (Reduction of) Cost and Expenses | $821 |