Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 07, 2016 | Jul. 04, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | Synalloy Corporation | ||
Entity Central Index Key | 95,953 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 112.2 | ||
Entity Common Stock, Shares Outstanding | 8,639,870 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Jan. 03, 2015 |
Current assets | ||
Cash and cash equivalents | $ 391,424 | $ 26,623 |
Accounts receivable, less allowance for doubtful accounts of $247,000 and $1,114,814, respectively | 17,788,131 | 29,229,927 |
Inventories, net | ||
Raw materials | 34,821,694 | 38,405,587 |
Work-in-process | 5,096,515 | 7,128,602 |
Finished goods | 23,897,426 | 22,140,481 |
Total inventories | 63,815,635 | 67,674,670 |
Deferred income taxes | 0 | 2,921,654 |
Prepaid expenses and other current assets | 2,943,236 | 5,460,344 |
Total current assets | 84,938,426 | 105,313,218 |
Cash value of life insurance | 1,500,781 | 2,046,512 |
Property, plant and equipment, net | 46,294,271 | 39,937,466 |
Goodwill | 1,354,730 | 23,250,201 |
Intangible assets, net | 14,745,825 | 17,001,525 |
Deferred charges, net and other non-current assets | 187,384 | 300,308 |
Total assets | 149,021,417 | 187,849,230 |
Current liabilities | ||
Accounts payable | 12,265,930 | 21,388,298 |
Accrued expenses | 9,733,880 | 14,684,686 |
Current portion of long-term debt | 4,533,908 | 4,533,908 |
Current portion of environmental reserves | 101,000 | 126,000 |
Total current liabilities | 26,634,718 | 40,732,892 |
Long-term debt, less current portion | 23,545,801 | 27,255,442 |
Long-term environmental reserves | 450,000 | 450,000 |
Long-term deferred compensation | 146,257 | 209,500 |
Long-term contingent consideration | 0 | 2,596,516 |
Deferred income taxes | 3,016,954 | 6,438,146 |
Other long-term liabilities | 73,393 | 713,181 |
Shareholders' equity | ||
Common stock, par value $1 per share - authorized 24,000,000 shares; issued 10,300,000 shares | 10,300,000 | 10,300,000 |
Capital in excess of par value | 34,476,240 | 34,054,374 |
Retained earnings | 65,029,474 | 79,167,323 |
Shareholders' equity before treasury stock | 109,805,714 | 123,521,697 |
Less cost of common stock in treasury: 1,663,314 and 1,589,698 shares, respectively | 14,651,420 | 14,068,144 |
Total shareholders' equity | $ 95,154,294 | $ 109,453,553 |
Commitments and contingencies – see Note 13 | ||
Total liabilities and shareholders' equity | $ 149,021,417 | $ 187,849,230 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Jan. 03, 2015 |
Current assets | ||
Accounts receivable, allowance for doubtful accounts | $ 247,000 | $ 1,114,814 |
Shareholders' equity | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 24,000,000 | 12,000,000 |
Common stock, shares issued (in shares) | 10,300,000 | 10,300,000 |
Common stock in treasury, at cost (in shares) | 1,663,314 | 1,589,698 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 175,460,438 | $ 199,504,628 | $ 196,751,175 |
Cost of sales | 150,141,663 | 166,575,146 | 176,953,036 |
Gross profit | 25,318,775 | 32,929,482 | 19,798,139 |
Selling, general and administrative expense | 22,058,509 | 16,588,684 | 16,034,428 |
Acquisition related costs | 499,761 | 301,715 | 264,186 |
Business interruption proceeds | (1,246,024) | 0 | 0 |
Goodwill, Impairment Loss | 17,158,249 | 0 | 0 |
Operating (loss) income | (13,151,720) | 16,039,083 | 3,499,525 |
Other (income) and expense | |||
Interest expense | 1,232,285 | 1,091,694 | 1,357,328 |
Change in fair value of interest rate swap | 41,580 | 425,543 | (740,832) |
Specialty and Palmer earn-out adjustments | (4,897,448) | (3,476,197) | 0 |
Gain on bargain purchase, net of taxes | 0 | 0 | (1,077,332) |
Casualty insurance gain | (923,470) | 0 | 0 |
Other, net | (134,389) | (6,744) | (147,687) |
(Loss) income before income taxes | (8,470,278) | 18,004,787 | 4,108,048 |
Provision for income taxes | 1,799,000 | 5,386,000 | 1,210,000 |
Net (loss) income from continuing operations | (10,269,278) | 12,618,787 | 2,898,048 |
Net loss from discontinued operations, net of tax | (1,251,058) | (7,156,524) | (1,137,484) |
Net (loss) income | $ (11,520,336) | $ 5,462,263 | $ 1,760,564 |
Net (loss) income per common share from continuing operations: | |||
Basic (dollars per share) | $ (1.18) | $ 1.45 | $ 0.42 |
Diluted (dollars per share) | (1.18) | 1.45 | 0.42 |
Net loss per diluted common share from discontinued operations: | |||
Basic (dollars per share) | (0.14) | (0.82) | (0.16) |
Diluted (dollars per share) | $ (0.14) | $ (0.82) | $ (0.16) |
Consolidated Statements of Shar
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. 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 (loss) 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 (loss) income | 5,462,263 | 5,462,263 | |||
Payment of dividends | (2,632,537) | 0 | (2,632,537) | 0 | |
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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | (11,520,336) | (11,520,336) | |||
Payment of dividends | (2,617,513) | (2,617,513) | |||
Issuance of shares of common stock from the treasury | 129,053 | (102,237) | 231,290 | ||
Stock options exercised, net | 8,302 | 2,408 | 5,894 | ||
Employee stock option and grant compensation | 521,695 | 521,695 | |||
Purchase of 100,400 shares of common stock | (820,460) | (820,460) | |||
Ending balance at Dec. 31, 2015 | $ 95,154,294 | $ 10,300,000 | $ 34,476,240 | $ 65,029,474 | $ (14,651,420) |
Consolidated Statements of Sha6
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Payment of dividends (dollars per share) | $ 0.30 | $ 0.30 | $ 0.26 |
Issuance of shares of common stock from the treasury (in shares) | 26,118 | 14,522 | 17,572 |
Stock options exercised, net (shares) | 666 | 7,980 | 13,495 |
Issuance of common stock (shares) | 0 | 0 | 2,300,000 |
Shares of common stock purchased | 100,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Operating activities | |||
Net (loss) income | $ (11,520,336) | $ 5,462,263 | $ 1,760,564 |
Income from discontinued operations, net of tax | 1,251,058 | 7,156,524 | 1,137,484 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation expense | 4,356,911 | 3,724,757 | 3,074,369 |
Amortization expense | 2,398,001 | 1,466,395 | 1,597,578 |
Goodwill, Impairment Loss | 17,158,249 | 0 | 0 |
Deferred income taxes | 150,462 | 796,916 | (1,325,781) |
Bargain gain on acquisition of CRI, net of taxes | 0 | 0 | (1,077,332) |
Specialty and Palmer earn-out adjustments | (4,897,448) | (3,476,197) | 0 |
Provision for (reduction of) losses on accounts receivable | 60,855 | 72,100 | (229,230) |
Provision for losses on inventories | 2,003,885 | 2,548,196 | 169,810 |
(Gain) loss on sale of property, plant and equipment | (18,277) | 26,800 | 8,044 |
Casualty insurance gain | (923,470) | 0 | 0 |
Cash value of life insurance | (82,504) | (39,093) | (161,530) |
Change in fair value of interest rate swap | 41,581 | 425,543 | (740,832) |
Environmental reserves | (25,000) | (50,000) | (14,000) |
Issuance of treasury stock for director fees | 118,762 | 110,501 | 127,989 |
Employee stock option and grant compensation | 521,695 | 364,157 | 331,362 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 11,380,941 | 3,448,709 | 642,125 |
Inventories | 4,173,337 | (3,298,982) | (2,659,949) |
Other assets and liabilities, net | (718,787) | (1,164,297) | (303,959) |
Accounts payable | (9,122,368) | 7,820,957 | 879,632 |
Accrued expenses | (2,034,303) | 3,995,534 | (2,316,263) |
Accrued income taxes | 3,038,362 | (1,287,007) | (863,495) |
Net cash provided by continuing operating activities | 17,311,606 | 28,103,776 | 36,586 |
Net cash (used in) provided by discontinued operating activities | (849,974) | 785,249 | (5,578,384) |
Net cash provided by (used in) operating activities | 16,461,632 | 28,889,025 | (5,541,798) |
Investing activities | |||
Purchases of property, plant and equipment | (10,905,230) | (8,065,992) | (5,648,290) |
Proceeds from sale of property, plant and equipment | 21,500 | 8,000 | 136,297 |
Proceeds from casualty insurance | 1,219,048 | 0 | 0 |
Proceeds from life insurance settlement | 720,518 | 0 | 703,331 |
Net cash used in continuing investing activities | (8,944,164) | (39,535,465) | (9,336,424) |
Net cash provided by (used in) discontinued investing activities | 0 | 3,139,106 | (115,472) |
Net cash used in investing activities | (8,944,164) | (36,396,359) | (9,451,896) |
Financing activities | |||
Net borrowings from (payments on) line of credit | 990,929 | 884,637 | (18,060,894) |
Borrowings from long-term debt | 0 | 10,000,000 | 4,033,250 |
Payments on long-term debt | (4,700,570) | (2,533,903) | (2,401,103) |
Payments on capital lease obligation | (13,355) | 0 | 0 |
Proceeds from sale of common stock | 0 | 0 | 34,232,625 |
Proceeds from exercised stock options | 8,302 | 42,017 | 138,026 |
Dividends paid | (2,617,513) | (2,632,537) | (2,259,728) |
Purchase of common stock | (820,460) | 0 | 0 |
Net cash (used in) provided by financing activities | (7,152,667) | 5,760,214 | 15,682,176 |
Increase (decrease) in cash and cash equivalents | 364,801 | (1,747,120) | 688,482 |
Cash and cash equivalents at beginning of year | 26,623 | 1,773,743 | 1,085,261 |
Cash and cash equivalents at end of year | 391,424 | 26,623 | 1,773,743 |
Color Resources, LLC [Member] | |||
Investing activities | |||
Acquisition | 0 | 0 | (4,527,762) |
Specialty Pipe And Tube, Inc. [Member] | |||
Investing activities | |||
Acquisition | 0 | (31,490,433) | 0 |
Cash received from acquisition | $ 0 | $ 12,960 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 4510 Cox Road, Suite 201, Richmond, Virginia 23060 and 775 Spartan Boulevard, Suite 102, Spartanburg, South Carolina 29301. The Company's business is divided into two reportable operating segments, the Metals Segment and the Specialty Chemicals Segment. The Metals Segment currently operates as three reportable units including BRISMET, Palmer and Specialty. Two other operations, Bristol Fab and Ram-Fab, were sold or closed during 2014; see Note 19. BRISMET manufactures pipe, 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 one reportable unit including MC and CRI Tolling and produces specialty chemicals. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The Metals Segment is comprised of three 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 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 On December 31, 2015, the Company elected to change its fiscal year from a 52-53 week year ending the Saturday nearest to December 31 to a calendar year ending December 31 effective with fiscal year 2015. The Company made this change prospectively and did not adjust operating results for prior periods. Fiscal year 2015 ended on December 31, 2015 . Fiscal year 2014 ended on January 3, 2015 having 53 weeks. Fiscal year 2013 ended on December 28, 2013 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. Inventories Inventories are stated at the lower of cost or market. Cost is determined by either specific identification or weighted average methods. Inventory cost is adjusted when its market value is estimated to be below manufacturing cost. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost. This would indicate that a LCM inventory adjustment would be required. As of December 31, 2015 , an LCM adjustment was required by our Metals Segment mainly due to decreases in nickel prices. Stainless steel, both in its raw material (coil or plate) or finished goods (pipe) state is purchased / sold using a base price plus an additional surcharge which is dependent on current nickel prices. As raw materials are purchased, it is priced to the Company based upon the surcharge at that date. When the finished pipe is ultimately sold to the customer approximately five months later, the then-current nickel surcharge is used to determine the proper selling prices. An LCM adjustment is established when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge. A $1,237,000 LCM adjustment was required at December 31, 2015 . No adjustment was needed at January 3, 2015 . The Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory. As of December 31, 2015 , the Company identified inventory items with no sales activity for finished goods or no usage for raw materials for a certain period of time. For those inventory items that are not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost. At the end of the prior year, various discount factors were applied to the various levels of aged inventory to determine the obsolete inventory reserve. The Company reserved $658,000 and $681,000 at December 31, 2015 and January 3, 2015 , respectively. • Estimated quantity losses. The Company performs an annual physical count of inventory during the fourth quarter each year. For those facilities that complete their physical inventory counts before the end of December, a reserve is established for the potential quantity losses that could occur subsequent to their physical inventory. This reserve is based upon the most recent physical inventory results. At December 31, 2015 and January 3, 2015 , the Company had $24,000 and $44,000 , respectively, reserved for physical inventory quantity losses. 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 years 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 acquired, if any, 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, at the reporting unit level, in the fourth quarter for impairment and whenever events or circumstances indicate that the carrying value may not be recoverable. The Company evaluates goodwill for impairment by performing a qualitative evaluation and a two-step quantitative test, if required, which involves comparing the estimated fair value, based on a discounted cash flow model, of the associated reporting unit to its carrying value, including goodwill. The Company performed the two-step quantitative test during the fourth quarter of 2015 and recorded an impairment charge of approximately $17,158,000 . See Note 4 for further details on the Company's evaluation of of goodwill impairment. Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions. Deferred charges represent other intangible assets such as debt issuance costs. Intangible assets are amortized over their estimated useful lives using either an accelerated or straight-line method. Debt issuance costs are amortized on a weighted average basis utilizing the outstanding balance for each debt facility. Other deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from three to ten years and intangible assets are amortized over a period ranging from ten to 15 years. The weighted average amortization period for the customer relationships is approximately twelve years. Deferred charges and intangible assets totaled $21,001,000 and $20,961,000 at December 31, 2015 and January 3, 2015 , respectively. Accumulated amortization of deferred charges and intangible assets as of December 31, 2015 and January 3, 2015 totaled $6,068,000 and $3,670,000 , respectively. Estimated amortization expense for the next five fiscal years based on existing deferred charges and intangible assets is: 2016 - $2,185,000 , 2017 - $2,032,000 , 2018 - $1,868,000 ; 2019 - $1,733,000 ; 2020 - $1,725,000 ; and thereafter - $5,390,000 . The Company recorded amortization expense of $2,398,000 , $1,466,000 and $1,598,000 for 2015 , 2014 and 2013 , 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 $5,155,000 , $5,705,000 and $7,313,000 in 2015 , 2014 and 2013 , respectively, are recorded in cost of goods sold. Research and Development Expenses The Company incurred research and development expense of approximately $548,000 , $531,000 and $558,000 in 2015 , 2014 and 2013 , respectively. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred taxes and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Additionally, the Company maintains reserves for uncertain tax provisions in accordance with ASC 740. See Note 10 for more information. 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 14. Fair Market Value 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 statements. 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 earn-out liabilities, 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. Financial instruments, such as cash, accounts receivable, accounts payable and the credit facility revolver are stated at their carrying value, which is a reasonable estimate of fair value; see Note 2. 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. Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. Two transition methods are available for implementing the requirements of ASU 2014-09: retrospectively for each prior reporting period presented or retrospectively with the cumulative effect of initial application recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, " Revenue from Contract with Customers (Topic 606) ," which defers the required implementation date of ASU 2014-09 for public business entities from annual reporting periods beginning after December 15, 2016 to annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and has not determined which transition method will be used. In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" , which modifies the consolidation model for reporting organizations under both the variable interest model and the voting interest model. The ASU is generally expected to reduce the number of situations where consolidation is required; however, in certain circumstances, the ASU may result in companies consolidating entities previously unconsolidated. The ASU will require all legal entities to re-evaluate previous consolidation conclusions under the revised model and is effective for periods beginning after December 15, 2015. The Company did not elect to early adopt the provisions of this ASU and does not believe its implementation will have any effect on the Company's consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," which changes the presentation of debt issuance costs. This ASU requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Currently, capitalized debt issuance costs are presented as an asset on the consolidated balance sheet. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015. The Company did not elect to early adopt the provisions of this ASU and does not believe its implementation will have a material effect on the Company's consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, " Inventory (Topic 330): Simplifying the Measurement of Inventory ," which reduces the cost and complexity of accounting for inventory. This ASU requires an entity measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. ASU 2015-11 is effective for fiscal periods beginning after December 15, 2016. The Company did not elect to early adopt the provisions of this ASU and is currently evaluating the impact that ASU 2015-11 will have on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, " Business Combinations (Topic 805): Simplifying the Measurement-Period Adjustments ," which requires an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU requires the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition date. The amendments in this ASU also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015 and the Company does not believe the implementation of this ASU will have a material effect on the Company's consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes," which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. Effective December 31, 2015, the Company early adopted ASU No. 2015-17 on a prospective basis, which resulted in the reclassification of the Company’s current deferred tax of $4,255,000 as a non-current deferred tax liability on its consolidated balance sheet. No prior periods were retrospectively adjusted. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842) which require lessees to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and the Company is currently evaluating the impact the guidance will have on its consolidated financial statements. Subsequent Events Management has evaluated subsequent events through the date of filing this Form 10-K |
Fair Value (Notes)
Fair Value (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Disclosures | Fair Value of Financial Instruments The Company's financial instruments include cash and cash equivalents, cash value of life insurance, accounts receivable, derivative instruments, accounts payable, earn-out liabilities and debt instruments. For short-term instruments, other than those required to be reported at fair value on a recurring basis and for which additional disclosures are included below, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization. Therefore, as of December 31, 2015 and January 3, 2015 , the carrying amount for cash and cash equivalents, cash value of life insurance, accounts receivable, accounts payable and borrowings under the Company's line of credit and debt, which are based on variable interest rates, approximates their fair value. The Company has two Level 2 financial assets and liabilities. The fair value of the Palmer swap was a liability of $40,000 and an asset of $11,000 at December 31, 2015 and January 3, 2015 , respectively. The fair value of the CRI swap was a liability of $206,000 and $215,000 at December 31, 2015 and January 3, 2015 , 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. See Note 17 for further discussion of interest rate swaps. The earn-out liability payments, discussed in Note 18, 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 would 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 revenues for the two -year earn-out period which determined 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 believed additional costs would be required to improve employee turnover, safety, internal controls, etc. These estimated costs were deducted in order to determine projected Palmer's 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-evaluated its 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 EBITDA 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. Also, the Company did not expect Palmer to meet the EBITDA threshold target of $6,825,000 during the final twelve month earn-out period, which was used in the earn-out calculation for year three. However, it was expected to reach the minimum $5,825,000 threshold and the earn-out reserve was adjusted accordingly. 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 of 2014. During the three months ended April 4, 2015, the Company reviewed the Palmer earn-out reserve for the third year payment and determined the EBITDA minimum threshold of $5,825,000 would not be attained. As a result, the remaining earn-out liability to the former shareholders of Palmer was reduced to zero and a gain of approximately $2,483,000 was recognized during the first quarter of 2015. The earn-out period expired August 21, 2015. During the second quarter 2015, the Company adjusted the preliminary estimate of the earn-out liability to the former owner of Specialty by approximately $2,419,000 . Based on the heavy dependence on the energy sector by Specialty's Houston location and as a result of continued evaluation by the Company, the preliminary estimate was revised and goodwill was adjusted accordingly for the final estimate. During the third quarter 2015, the Company completed its revenue projections during its 2016 planning processes. As a result, the Company determined the fair value of the earn-out liability was zero and reduced the remaining earn-out liability by recognizing a gain of approximately $2,414,000 during the third quarter 2015. The following table presents a summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis for 2015 and 2014 : Level 3 Inputs Balance at December 28, 2013 $ 5,862,031 Present value of the earn-out liability associated with the Specialty acquisition 4,773,620 Interest expense charged during the year 96,933 Change in fair value of the earn-out liability associated with the Palmer acquisition (3,476,197 ) Balance at January 3, 2015 7,256,387 Interest expense charged during the year 60,096 Reduction due to the finalization of Specialty's beginning balance sheet (2,419,035 ) Change in the fair value of Specialty's earn-out liability (2,414,115 ) Change in the fair value of Palmer's earn-out liability (2,483,333 ) Balance at December 31, 2015 $ — There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the years ended December 31, 2015 or January 3, 2015 . There have also been no changes in the fair value methodologies used by the Company during the years ended December 31, 2015 or January 3, 2015 . |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: 2015 2014 Land $ 1,819,736 $ 1,742,213 Land improvements 852,976 714,398 Buildings 24,631,349 21,371,594 Machinery, fixtures and equipment 61,928,770 56,651,197 Machinery and equipment under capital lease 107,287 — Construction-in-progress 7,158,098 5,494,166 96,498,216 85,973,568 Less accumulated depreciation 50,203,945 46,036,102 Property, plant and equipment, net $ 46,294,271 $ 39,937,466 The Company recorded depreciation expense from continuing operations of $4,357,000 , $3,725,000 , and $3,074,000 for 2015 , 2014 and 2013 , respectively. Accumulated depreciation includes $5,400 at December 31, 2015 for assets acquired under capital leases. There were no capital leases for the prior year. |
Goodwill (Notes)
Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Line Items] | |
Goodwill Disclosure [Text Block] | Goodwill The changes in the carrying amount of goodwill by segment for the years ended December 31, 2015 and January 3, 2015 are as follows: Specialty Chemicals Segment Metals Segment Total Balance at December 28, 2013 $ 1,354,730 $ 15,897,948 $ 17,252,678 Acquisition of Specialty — 5,997,523 5,997,523 Balance at January 3, 2015 1,354,730 21,895,471 23,250,201 Specialty inventory adjustment — (2,318,187 ) (2,318,187 ) Reduction due to the finalization of Specialty's beginning balance sheet — (2,419,035 ) (2,419,035 ) Impairment charge — (17,158,249 ) (17,158,249 ) Balance at December 31, 2015 $ 1,354,730 $ — $ 1,354,730 Goodwill represents the excess of the purchase price over the fair value of the net assets of businesses acquired. During the second quarter 2015, the Company finalized the purchase price allocation for the Specialty acquisition relating to two matters. Additional information was obtained surrounding the proper lifespan of Specialty's steel pipe. As a result, the fair value of the inventory increased and goodwill decreased by approximately $2,318,000 . Additionally, the Company adjusted the earn-out liability to the former owner of Specialty by approximately $2,419,000 . Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter and whenever events or circumstances indicate the carrying value may not be recoverable. The evaluation of goodwill impairment involves using either a qualitative or quantitative approach as outlined in ASC Topic 350. The Company completed its annual goodwill impairment evaluation using the two-step quantitative analysis during the fourth quarter of 2015. In the first step of the analysis, the Company compared the estimated value of each reporting unit to its carrying value, including goodwill. The fair value of the reporting units was determined based on discounted cash flow methodologies. The fair value of all reporting units exceeded the carrying value. However, the Company noted substantial compression of the Company's stock price during 2015 resulting in a significant gap between the market capitalization of the Company, which has been increased by an estimated control premium of 35 percent , compared to the fair value of the Company determined using the discounted cash flow methodologies mentioned previously. As a result, invested equity, which is market capitalization plus interest rate debt, was allocated to each reporting unit and compared to the respective net assets. This step indicated sufficient cushion ( $26,573,000 ) in the Specialty Chemicals Segment to support the recorded goodwill but indicated potential impairment of the goodwill recorded for the Metals Segment. Therefore, the second step of the analysis was performed where the implied fair value of goodwill was determined for the Specialty and Palmer reporting units. BRISMET was not included in the Step 2 analysis since it does not have any goodwill. The implied fair value of goodwill represents the excess of fair value of the reporting unit over the fair value amounts assigned to all of the tangible and intangible assets of the reporting unit as if it were to be acquired in a business combination. Any amount remaining after this allocation represents the implied fair value of goodwill. The implied fair value of the respective reporting units' goodwill was then compared to the carrying value of the goodwill and any excess of carrying value over the implied fair value represents the non-cash impairment charge. The results of the second step analysis showed that the implied fair value of goodwill was zero for the Palmer and Specialty reporting units. Therefore, in 2015, the Company recorded a goodwill impairment charge of $17,158,000 for the Palmer and Specialty operations. As a result of the goodwill impairment charge, there is no goodwill remaining within the Metals Segment, and goodwill remaining on the consolidated balance sheet at December 31, 2015 is $1,355,000 for the Specialty Chemicals Segment. The impairment of the Specialty and Palmer reporting units was primarily driven by the significant compression of the Company's stock price as a result of temporary business declines being experienced in the Metals Segment. These declines primarily related to lower oil prices that caused significantly reduced demand for Palmer and Specialty's products and, secondarily, related to lowered nickel surcharges which affected both pounds shipped and selling prices for the BRISMET reporting unit. Other companies in the oil and gas sector are similarly affected as a result of declining commodity prices. As discussed above, this compression resulted in a significant gap between the fair value of the Company based on the discounted cash flow analysis and the market capitalization of the Company as of December 31, 2015. The valuation of goodwill for the second step of the goodwill impairment analysis is considered a Level 3 fair value measurement, which means that the valuation of the assets and liabilities reflect the Company's own assumptions about the assumptions that the market participants would use in pricing the assets and liabilities. Goodwill impairment tests in prior years indicated that goodwill was not impaired for any of the Company's reporting units. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt 2015 2014 $40,000,000 Revolving line of credit, due November 21, 2017 $ 1,875,566 $ 884,637 $10,000,000 Term loan, due November 21, 2019 7,833,333 10,000,000 $22,500,000 Term loan, due August 21, 2022 15,000,000 17,250,000 $4,033,250 Mortgage, due August 19, 2023 3,370,810 3,654,713 28,079,709 31,789,350 Less current portion 4,533,908 4,533,908 Long-term debt, less current portion $ 23,545,801 $ 27,255,442 On August 19, 2011 , the Company amended its Credit Agreement with a regional bank which provided a $20,000,000 line of credit that was to expire on June 30, 2014 . In connection with the Palmer acquisition, 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 . In connection with the Specialty acquisition discussed in Note 18, 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). In connection with the acquisition of Specialty, discussed in Note 18, 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 2.30 percent at December 31, 2015 . In connection with the acquisition of CRI, discussed in Note 18, on August 9, 2013 the Company amended its Credit Agreement for an additional ten -year mortgage 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 2.40 percent at December 31, 2015 . In conjunction with this term loan, to mitigate the variability of interest rate risk, the Company entered into an interest rate swap contract (the "CRI swap") on September 3, 2013 ; see Note 17. In connection with the Palmer acquisition on August 21, 2012, the Credit Agreement 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 2.65 percent at December 31, 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; see Note 17. Although both swap agreements are expected to effectively offset variable interest in the borrowings, hedge accounting was not utilized. Therefore, their fair values are recorded in current assets or liabilities, as appropriate, with corresponding changes in their fair value recorded to other income (expense). The Company recorded a $40,000 liability and an $11,000 asset for the fair value of the Palmer swap as of December 31, 2015 and January 3, 2015 , respectively. As of December 31, 2015 and January 3, 2015 , the Company recorded a liability of $206,000 and $215,000 , respectively, for the fair value of the CRI swap. During 2013, a portion of the initial change in fair value on the CRI swap was deemed to be attributable to a cost of underwriting the term loan obtained for the CRI acquisition; therefore $70,000 of the total change in fair value was classified as an acquisition cost, and the remainder as other income (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 a total liabilities to tangible net worth ratio. The Company is also limited to a maximum amount of capital expenditures per year, which is in line with the Company's currently projected needs. At December 31, 2015 , the Company was in compliance with all debt covenants. The line of credit interest rates were 2.00 percent , 1.77 percent , and 2.16 percent at December 31, 2015 , January 3, 2015 , and December 28, 2013 , 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 December 31, 2015 , the amount available for borrowing under the line of credit was $40,000,000 of which $1,876,000 was borrowed, leaving $38,124,000 of availability. Average line of credit borrowings outstanding during fiscal 2015 , 2014 and 2013 were $6,446,000 , $2,735,000 and $19,860,000 with weighted average interest rates of 2.48 percent , 1.35 percent and 1.74 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. Scheduled maturities of total term debt obligations are as follows: 2016 - $4,534,000 ; 2017 - $4,534,000 ; 2018 - $4,497,000 ; 2019 - $4,258,000 ; 2020 - $2,424,000 ; and thereafter - $5,957,000 . The Company made interest payments on all credit facilities of $1,149,000 in 2015 , $930,000 in 2014 and $1,202,000 in 2013 . |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: 2015 2014 Salaries, wages and commissions 1,941,547 2,814,279 Facility closing reserves 3,000,000 1,570,399 Taxes, other than income taxes 744,880 470,456 Current portion of pension liability from the closure of Bristol Fab 643,802 780,595 Advances from customers 637,597 1,027,123 Insurance 629,625 859,151 Professional fees 531,694 194,065 EPA liability 368,690 — Warranty reserve 254,516 63,000 Interest rate swap liability 246,145 215,188 Benefit plans 181,694 212,352 Current portion of deferred compensation 36,000 51,000 Interest 27,977 56,922 Current portion of capital lease obligation 20,539 — Current portion of earn-out liability — 4,659,871 Uncertain tax positions — 1,504,146 Other accrued items 469,174 206,139 Total accrued expenses $ 9,733,880 $ 14,684,686 |
Environmental Compliance Costs
Environmental Compliance Costs | 12 Months Ended |
Dec. 31, 2015 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Compliance Costs | Environmental Compliance Costs At December 31, 2015 and January 3, 2015 , the Company had accrued $551,000 and $576,000 , 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. During 2014, at the former Augusta, GA plant site, the Georgia Department of Natural Resources, Environmental Protection Division ("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 $476,000 and $501,000 at December 31, 2015 and January 3, 2015 , respectively, for estimated future remedial and cleanup costs. As part of the Asset Purchase Agreement for the sale of the former Spartanburg facility, the purchaser also agreed to pay for all future annual monitoring and reporting costs at the Augusta facility required by the EPD. The Company has identified and evaluated two SWMUs at its plant in Bristol, Tennessee that revealed residual groundwater contamination. An Interim Corrective Measures Plan to address the final area of contamination identified was submitted for regulatory approval and was approved in March 2005 . The Company had $75,000 accrued at December 31, 2015 and January 3, 2015 , 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 one waste disposal site. Notification from the United States Environmental Protection Agency for this site was received by the Company in February 2008 . The last correspondence that the Company received for this site was dated March 10, 2011. 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 does not anticipate any insurance recoveries to offset the environmental remediation costs it has incurred. Due to the uncertainty regarding court and regulatory decisions, and possible future legislation or rulings regarding the environment, many insurers will not cover environmental impairment risks, particularly in the chemical industry. Hence, the Company has been unable to obtain this coverage at an affordable price. |
Deferred Compensation
Deferred Compensation | 12 Months Ended |
Dec. 31, 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, $182,000 at December 31, 2015 and $261,000 at January 3, 2015 , has been accrued. |
Stock Options, Stock Grants and
Stock Options, Stock Grants and New Stock | 12 Months Ended |
Dec. 31, 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 Average Exercise Price Options Outstanding Weighted Average Contractual Term (in years) Intrinsic Value of Options Options Available At December 29, 2012 $ 11.82 220,740 8.4 $ 367,937 138,260 Granted February 7, 2013 $ 13.70 40,594 (40,594 ) Exercised $ 10.69 (15,247 ) $ 64,263 Expired $ 12.70 (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 ) $ 91,772 Expired $ 13.70 (2,157 ) 2,157 At January 3, 2015 $ 12.25 157,295 6.9 $ 852,810 169,384 Granted February 10, 2015 $ 16.01 32,532 (32,532 ) Exercised $ 12.47 (666 ) $ 1,511 Expired $ 14.08 (15,176 ) 15,176 At December 31, 2015 $ 12.79 173,985 6.4 $ — 152,028 Exercisable options $ 11.85 88,025 5.5 $ — Options expected to vest: Grant Date Fair Value At December 28, 2013 $ 12.18 122,145 7.8 $ 7.19 Granted February 20, 2014 $ 14.76 13,790 $ 6.70 Vested $ 11.98 (33,702 ) $ 7.03 Forfeited unvested options $ 13.70 (1,725 ) At January 3, 2015 $ 12.54 100,508 7.2 $ 6.76 Granted February 10, 2015 $ 16.01 32,532 $ 6.39 Vested $ 12.16 (35,794 ) $ 7.01 Forfeited unvested options $ 14.23 (11,286 ) At December 31, 2015 $ 8.26 85,960 7.3 $ 6.57 The following table summarizes information about stock options outstanding at December 31, 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 5.06 62,342 $ 11.55 $ 11.35 25,076 $ 11.35 6.11 13,184 $ 11.35 $ 13.70 27,801 $ 13.70 7.10 10,647 $ 13.70 $ 14.76 9,260 $ 14.76 8.14 1,852 $ 14.76 $ 16.01 29,506 $ 16.01 9.11 — $ 16.01 173,985 88,025 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 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 two 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 fair value of this stock option grant was $6.70 . The Black-Scholes model for this grant was based on a risk-free interest rate of two percent , an expected life of seven years, an expected volatility of 0.52 and a dividend yield of 1.80 percent . On February 10, 2015 , the Company granted options to purchase 32,532 shares of its commons stock at an exercise price of $16.01 per share to participants in the 2011 Plan. The stock options will vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the options to vest, the employee must be in the continuous employment of the Company since the date of the grant. Any portion of the grant that has not vested will be forfeited upon termination of employment. 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 two percent . In 2015 , 2014 and 2013, options for 666 , 17,074 and 15,247 shares were exercised by employees and directors for an aggregate exercise price of $8,000 , $192,000 and $163,000 , respectively. The proceeds were generated from cash received of $8,000 in 2015 , from cash received of $42,000 and repurchase of 9,094 shares from employees and directors totaling $150,000 in 2014 and from cash received of $138,000 and repurchase of 1,752 shares from employees and directors totaling $25,000 in 2013 . At the 2015 , 2014 and 2013 respective year ends, options to purchase 88,025 , 56,787 and 40,591 shares with weighted average exercise prices of $11.85 , $11.73 and $11.26 , respectively, were fully exercisable. Compensation cost charged against income before taxes for the options was approximately $278,000 for 2015 , $261,000 for 2014 and $249,000 for 2013 . As of December 31, 2015 , there was $319,000 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 3.01 years. The Company's 2005 Stock Awards Plan expired on February 3, 2015 at which time no further grants could be awarded. There are outstanding awards under this plan that will vest over the next four years. A summary of plan activity for 2013 , 2014 and 2015 is as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 29, 2012 32,473 $ 10.98 Vested (8,161 ) $ 11.06 Forfeited (5,060 ) $ 10.20 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 ) $ 10.60 Forfeited (160 ) $ 13.34 Outstanding at January 3, 2015 66,403 $ 15.00 Granted January 5, 2015 3,000 $ 17.95 Vested (18,303 ) $ 13.67 Forfeited (60 ) $ 13.34 Outstanding at December 31, 2015 51,040 $ 15.65 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 January 5, 2015, 3,000 shares, with a market price of $17.95 per share, were granted under the Plan to external consultants 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. 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. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The 2005 Stock Awards Plan expired on February 3, 2015. Outstanding awards under this plan that will vest over the next four years are described above. The 2015 Stock Awards Plan was approved by the Compensation & Long-Term Incentive Committee of the Board of Directors of the Company and authorizes the issuance of up to 250,000 shares which can be awarded for a period of ten years from the effective date of the plan. The stock awards vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of the 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 2015 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. The first grants for the 2015 Stock Awards Plan were awarded on February 19, 2016; see Note 22. Compensation expense on the grants issued is charged against earnings equally before forfeitures, if any, over a period of 60 months from the date of the grants, with the offset recorded in Shareholders' Equity. Compensation cost charged against income for the awards was approximately $243,000 , $155,000 net of income taxes, or $0.02 per share for 2015 , $103,000 , $66,000 net of income taxes, or $0.01 per share for 2014 and $82,000 , $52,000 net of income taxes, or $0.01 per share, for 2013 . As of December 31, 2015 , there was $711,000 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 3.82 years. Each year, the Company allows each non-employee director to elect up to 100 percent 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 May 12, 2015 , April 24, 2014 and April 25, 2013 , non-employee directors received an aggregate of 8,216 , 7,088 and 9,411 shares, respectively, of restricted stock in lieu of total retainer fees of $119,000 , $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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 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) 2015 2014 Deferred tax assets: Inventory valuation reserves $ 699 $ 303 Allowance for doubtful accounts 61 85 Inventory capitalization 1,692 1,504 Environmental reserves 175 206 Interest rate swap 41 41 Warranty accrual 88 23 Deferred compensation 64 93 Accrued bonus 338 739 Accrued expenses 1,403 568 State net operating loss carryforwards 1,616 1,776 Other 423 371 Total deferred tax assets 6,600 5,709 Valuation allowance (1,694 ) (1,570 ) Total net deferred tax assets 4,906 4,139 Deferred tax liabilities: Tax over book depreciation and amortization 7,609 6,804 Prepaid expenses 312 825 Other 2 26 Total deferred tax liabilities 7,923 7,655 Net deferred tax liabilities $ (3,017 ) $ (3,516 ) Significant components of the provision for income taxes from continuing operations are as follows: (Amounts in thousands) 2015 2014 2013 Current: Federal $ 1,414 $ 3,933 $ 2,192 State 235 656 344 Total current 1,649 4,589 2,536 Deferred: Federal (48 ) 964 (1,113 ) State 198 (167 ) (213 ) Total deferred 150 797 (1,326 ) Total $ 1,799 $ 5,386 $ 1,210 Tax benefit from discontinued operations amounted to $651,000 , $3,807,000 and $812,000 for the fiscal years ended 2015, 2014 and 2013, respectively. The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: (Amounts in thousands) 2015 2014 2013 Amount % Amount % Amount % Tax at U.S. statutory rates $ (2,881 ) 34.0 % $ 6,302 35.0 % $ 1,397 34.0 % State income taxes, net of federal tax benefit 285 (3.4 )% 324 1.8 % 74 1.8 % State valuation allowance 94 (1.1 )% — — % — — % Earn-out adjustments (857 ) 10.1 % (1,217 ) (6.8 )% — — % Bargain gain on CRI acquisition — — % — — % (366 ) (8.9 )% Manufacturing exemption (188 ) 2.2 % (458 ) (2.5 )% (138 ) (3.4 )% Stock issuance costs — — % — — % 101 2.5 % Stock option compensation 95 (1.1 )% 91 0.5 % 85 2.1 % Uncertain tax positions (139 ) 1.6 % 139 0.8 % — — % Goodwill impairment 5,405 (63.8 )% — — % — — % Other, net (15 ) 0.2 % 205 1.1 % 57 1.4 % Total $ 1,799 (21.2 )% $ 5,386 29.9 % $ 1,210 29.5 % Income tax payments of approximately $2,251,000 , $2,091,000 and $2,445,000 were made in 2015 , 2014 and 2013 , respectively. The Company had state net operating loss carryforwards at the end of fiscal years 2015 and 2014 of approximately $47,042,000 and $50,774,000 , respectively. These losses will expire between the years of 2016 and 2035. A valuation allowance has been set up against $47,042,000 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 portion of the valuation allowance for the net operating loss carryforwards was $1,616,000 and $1,570,000 at December 31, 2015 and January 3, 2015, respectively. In addition, a $78,000 valuation allowance was established at December 31, 2015 for other deferred tax assets. This resulted in a valuation allowance increase of $124,000; $94,000 related to continuing operations and $30,000 related to discontinued operations. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2013 or state income tax examinations for years before 2011. The Company completed its 2012 and 2013 federal income tax return examination by the Internal Revenue Service during the second quarter of 2015. 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 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 Increases related to prior year tax positions — — — Decreases related to prior year tax positions (1,431 ) (73 ) (1,504 ) Increases related to current year tax position — — — Settlements during period — — — Lapse of statute of limitations — — — Balance at December 31, 2015 $ — $ — $ — 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 2015. |
Benefit Plans and Collective Ba
Benefit Plans and Collective Bargaining Agreements | 12 Months Ended |
Dec. 31, 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 could contribute to the 401(k)/ESOP Plan up to 100 percent of their wages with a maximum of $18,000 for 2015 . Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,000 per year for a maximum of $24,000 for 2015 . 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 2015 , 2014 and 2013 the maximum was four percent . The matching contribution is allocated after each payroll. Matching contributions of approximately $541,000 , $521,000 and $550,000 were made for 2015 , 2014 and 2013 , 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 2015 , 2014 or 2013 . The Company also has a 401(k) and Profit Sharing Plan (the "Profit Sharing Plan") covering all employees of the United Steel Workers of America, Local 4586 Collective Bargaining Agreement. Employees could contribute to the Profit Sharing Plan up to 60 percent of pretax annual compensation, as defined in the Plan, with a maximum of $18,000 for 2015. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,000 per year for a maximum of $24,000 for 2015. The Company contributes three percent of a participant's compensation for the plan year, regardless of whether the participants contribute to the Profit Sharing Plan. The Company's contribution of approximately $157,000 , $148,000 and $200,000 were expensed for 2015, 2014 and 2013, respectively. Additional profit sharing amounts may also be contributed at the option of the Company's Board of Directors, which if made, would be allocated to participants based on the ratio of the participant's compensation to the total compensation of all participants eligible to participate in the Profit Sharing Plan. No discretionary contributions were made to the Profit Sharing Plan in 2015 , 2014 or 2013 . The Company also contributes to union-sponsored defined contribution retirement plans. Contributions relating to these plans were approximately $28,000 , $2,180,000 and $682,000 for 2015 , 2014 and 2013 , respectively. Also, upon closure of Bristol Fab as discussed in Note 19, the Company was legally obligated to pay a withdrawal liability to the Union's pension fund of over $1,900,000 . This withdrawal liability is included in the employer contribution to the union-sponsored defined contribution retirement plan for 2014. The Company has two collective bargaining agreements at its Bristol, Tennessee and Mineral Ridge, Ohio facilities. The number of employees of the Company represented by these unions, located at the Bristol, Tennessee and Mineral Ridge, Ohio facilities, is 145 , or 35 percent of the Company's total employees. They are represented by two locals affiliated with the United Steelworkers. 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases | Leases The Company leases a warehouse facility in Dalton, Georgia, office space in Spartanburg, South Carolina and Richmond, 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: 2016 - $156,000 ; 2017 - $118,000 ; 2018 - $147,000 ; 2019 - $137,000 ; 2020 - $139,000 ; and thereafter - $266,000 . Rent expense related to operating leases was $686,000 , $903,000 and $1,043,000 in 2015 , 2014 and 2013 , respectively. The Company leases machinery and equipment for its manufacturing facility in Cleveland, Tennessee under a capital lease. Future minimum commitments for capital leases are as follows: Year ending December 31: 2016 $ 23,076 2017 23,076 2018 23,076 2019 23,076 2020 7,692 Total minimum lease payments 99,996 Less imputed interest costs 6,064 Present value of net minimum lease payments $ 93,932 The current portion due under the capital lease is included in accrued expenses and the long-term portion is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2015. The Company had no capital lease obligations as of January 3, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. No significant claims expenses were incurred during 2015. 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. These claim expenses exclude normal, recurring warranty charges. Any legal costs associated with commitments or contingencies are expensed as incurred. In January 2014, a Metals Segment customer filed suit against Palmer and Synalloy 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 former shareholders of Palmer are contractually bound in the Stock Purchase Agreement 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 $3,300,000 plus attorney's fees. This matter arose from a disagreement over the scope of a pipe fabrication project and whether an enforceable contract exists between the parties. On March 11, 2016, the United States District Court of Maryland (Baltimore Division) granted summary judgment regarding liability in favor of the plaintiff by ruling that an enforceable contract existed between the parties and the Company breached the agreement. As a result of this ruling, the remaining issue in the case is the amount of the plaintiff's damages. Consequently, the Company increased the estimated costs accrued associated with this claim for the year ended December 31, 2015. This increase is included in the facility closing reserve discussed in Note 6 and in discontinued operations on the accompanying consolidated statements of operations. Other than the environmental contingencies discussed in Note 7 and the matters discussed in this Note 13, management is not currently aware of any other asserted or unasserted matters which could have a significant effect on the financial condition or results of operations of the Company. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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: 2015 2014 2013 Numerator: Net (loss) income from continuing operations $ (10,269,278 ) $ 12,618,787 $ 2,898,048 Net (loss) income from discontinued operations, net of tax $ (1,251,058 ) $ (7,156,524 ) $ (1,137,484 ) Denominator: Denominator for basic earnings per share - weighted average shares 8,710,361 8,702,094 6,941,794 Effect of dilutive securities: Employee stock options and stock grants — 13,008 5,610 Denominator for diluted earnings per share - weighted average shares 8,710,361 8,715,102 6,947,404 Net (loss) earnings per share from continuing operations: Basic $ (1.18 ) $ 1.45 $ 0.42 Diluted $ (1.18 ) $ 1.45 $ 0.42 Net loss per share from discontinued operations: Basic $ (0.14 ) $ (0.82 ) $ (0.16 ) Diluted $ (0.14 ) $ (0.82 ) $ (0.16 ) 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 229,025 in 2015 , 46,957 in 2014 and 161,084 in 2013 , which were not included in the diluted earnings per share calculation as their effect was anti-dilutive. |
Industry Segments
Industry Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The Company's business is divided into two reportable operating segments: Metals and Specialty Chemicals. The Company identifies such segments based on products and services, long-term financial performance and end markets targeted. The Metals Segment operates as three reporting units including 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, some 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, pressure vessels and a variety of other components. The Specialty Chemicals Segment operates as one reporting unit which includes MS&C, a wholly owned subsidiary of the Company which owns 100 percent of MC, and CRI Tolling, 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. MC manufactures lubricants, surfactants, defoamers, reaction intermediaries and sulfated fats and oils. CRI Tolling provides chemical tolling manufacturing resources to global and regional companies and contracts with other chemical companies to manufacture certain pre-defined products. The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being operating income (loss). The accounting policies of the segments are the same as those described in the summary of significant accounting policies. 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 did not include any goodwill in 2015 and reflected $21,895,000 of goodwill in 2014 . During 2015, the Company recorded an impairment charge of approximately $17,158,000 of the total Metals Segment's goodwill as a result of the two-step annual impairment analysis performed in the fourth quarter; see Note 4. The Specialty Chemicals Segment's identifiable assets include goodwill of $1,355,000 in 2015 and 2014 . Centralized data processing and accounting expenses are allocated to the two segments based upon estimates of their percentage of usage. Unallocated corporate expenses include environmental charges of $93,000 and $17,000 for 2015 and 2013, respectively, and environmental income of $13,000 for 2014 . Corporate assets consist principally of cash, certain investments and equipment. The Metals Segment has one customer that accounted for approximately 14 percent of revenues for 2015 and a different customer accounting for approximately ten percent in 2013. There were no customers representing more than ten percent of the Metals Segment's revenues in 2014. The Specialty Chemicals Segment has one customer that accounted for approximately 31 percent of revenues for 2015 and 2014 and a different customer representing 40 percent of revenues in 2013 . The change in customers resulted from two of the three product lines which use the Company's 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 78 percent of total dollar purchases of raw materials, with one supplier furnishing 34 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 45 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) 2015 2014 2013 Net sales Metals Segment $ 114,908 $ 134,304 $ 140,233 Specialty Chemicals Segment 60,552 65,201 56,518 $ 175,460 $ 199,505 $ 196,751 Operating (loss) income Metals Segment $ 2,822 $ 13,511 $ 1,263 Goodwill impairment (17,158 ) — — Business interruption proceeds 1,246 — — Total Metals Segment (13,090 ) 13,511 1,263 Specialty Chemicals Segment 5,665 6,130 5,743 (7,425 ) 19,641 7,006 Less unallocated corporate expenses 5,227 3,300 3,243 Acquisition related costs 500 302 264 Operating (loss) income (13,152 ) 16,039 3,499 Interest expense 1,232 1,092 1,357 Change in fair value of interest rate swap 42 426 (741 ) Specialty and Palmer earn-out adjustments (4,897 ) (3,476 ) — Casualty insurance gain (923 ) — — Gain on bargain purchase, net of taxes — — (1,077 ) Other income, net (136 ) (8 ) (148 ) (Loss) income before income taxes $ (8,470 ) $ 18,005 $ 4,108 Identifiable assets Metals Segment $ 112,591 $ 145,558 Specialty Chemicals Segment 33,391 32,504 Corporate 3,039 9,787 $ 149,021 $ 187,849 Depreciation and amortization Metals Segment $ 5,173 $ 4,078 $ 3,809 Specialty Chemicals Segment 1,376 974 659 Corporate 206 139 204 $ 6,755 $ 5,191 $ 4,672 Capital expenditures Metals Segment $ 7,399 $ 3,123 $ 4,194 Specialty Chemicals Segment 3,439 4,913 1,397 Corporate 67 30 57 $ 10,905 $ 8,066 $ 5,648 Sales by product group Specialty chemicals $ 60,552 $ 65,201 $ 56,517 Stainless steel pipe 77,850 101,035 106,874 Seamless carbon steel pipe and tube 18,013 2,524 — Liquid storage tanks and separation equipment 19,045 30,745 33,360 $ 175,460 $ 199,505 $ 196,751 Geographic sales United States $ 167,185 $ 191,032 $ 189,447 Elsewhere 8,275 8,473 7,304 $ 175,460 $ 199,505 $ 196,751 |
Quarterly Results
Quarterly Results | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following is a summary of quarterly operations for 2015 and 2014 : (Amounts in thousands except for per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2015 Net sales from continuing operations $ 51,648 $ 50,163 $ 38,083 $ 35,566 Gross profit from continuing operations 8,942 8,416 4,537 3,424 Net income (loss) from continuing operations (1) 3,638 2,455 1,355 (17,717 ) Loss from discontinued operations, net of tax — — — (1,251 ) Net income (loss) 3,638 2,455 1,355 (18,968 ) Per common share from continuing operations Basic 0.42 0.28 0.16 (2.04 ) Diluted 0.42 0.28 0.16 (2.04 ) Per common share from discontinued operations Basic — — — (0.14 ) Diluted — — — (0.14 ) 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 (1) The Company recorded a goodwill impairment charge of approximately $17,158,000 during the fourth quarter of 2015; see Note 4. |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | Interest Rate Swaps As discussed in Note 5, 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 had 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 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 had 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 was not utilized. Therefore, their fair values are recorded in current assets or liabilities, as appropriate, with corresponding changes to their fair values recorded to other income (expense). The Company recorded a liability of $206,000 and $215,000 for the fair value of the CRI swap as of December 31, 2015 and January 3, 2015 , respectively. The Company recorded a liability of $40,000 and an asset of $ 11,000 for the fair value of the Palmer swap at December 31, 2015 and January 3, 2015 , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 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 viewed 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 . Davidson had the potential to receive earn-out payments up to a total of $5,000,000 if Specialty achieved targeted sales revenue over a two -year period following closing. At the end of each year (based on the acquisition date) for the following two year periods, if Specialty's revenues for a year were greater than $27,000,000 , the seller of Specialty would 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 would be paid for any year where revenue was less than or equal to $27,000,000 . If the cumulative revenue for the earn-out periods was greater than $58,000,000 , the Company would make an additional earn-out payment so that the total cumulative earn-out payments equaled 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 . At acquisition, the Company preliminarily forecasted earn-out payments totaling $5,000,000 , which was discounted to a present value of $4,774,000 using its incremental borrowing rate of three percent . As discussed in Note 2, during the three months ended July 4, 2015, the Company finalized its sales projections for Specialty and determined the revenue targets for the first year would not be met and the opening balances for the earn-out liability and goodwill were adjusted by $2,419,000 . The impact of the declines experienced in West Texas Intermediate Prices ("WTI") oil prices, which decreased 31 percent during 2015, had a substantial effect on Specialty. Revenues declined by more than 35 percent during 2015 compared to 2014 revenue levels. The Company does not expect significant improvement in WTI prices during 2016 and adjusted its 2016 projections accordingly. As a result, during the three months ended October 3, 2015, the Company determined the fair value of the Specialty earn-out liability was zero and reduced the remaining earn-out liability by recognizing a gain of approximately $2,414,000 . The Company reviewed Specialty's revenue projections at December 31, 2015 and again concluded that the fair value was zero . 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 5. A summary of sources and uses of proceeds for the acquisition of Specialty was 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 ten -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 initial 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 Earn-out liability — (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. The earn-out liability is the present value of the projected earn-out payments to Davidson. During the second quarter of 2015, the Company finalized the purchase price allocation for the Specialty acquisition. Additional information was obtained surrounding the proper lifespan of Specialty's steel pipe. As a result, the Company changed its fair value estimate for valuing inventory and the fair value of inventory increased and goodwill decreased by approximately $2,318,000 . This adjustment and the adjustment to the earn-out liability describe above caused goodwill related to the Specialty acquisition to decrease to $1,260,000 . During the fourth quarter, as described in Note 4, goodwill related to the Specialty acquisition was reduced to zero . 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, continued CRI’s business as 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 met the definition of a business and the transaction was structured in a way it that met the definition of a business combination in accordance with FASB ASC 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 5, 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 was 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 the 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 Pro-forma revenues $ 223,969,000 Pro-forma net income 1,230,000 Earnings per share: Basic $ 0.18 Diluted $ 0.18 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. |
Dispositions and Closures
Dispositions and Closures | 12 Months Ended |
Dec. 31, 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 future earn-out calculation was based upon the Company and Primoris sharing the profits for the sales order that was in process at the time of sale. The respective sales order was completed and shipped during 2015. Primoris realized minimal profit on this order, which resulted in the Company not receiving an earn-out payment. 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. 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 approximately $1,900,000 . This obligation is payable over 26 months ending October 1, 2016 with an interest rate of 4.51 percent . The balance as of December 31, 2015 of $644,000 is included in accrued expenses on the accompanying consolidated balance sheet. The Company realized charges in the fourth quarter of 2015 and in the second quarter of 2014 of $1,902,000 and $6,988,000 , respectively, 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. As of December 31, 2015, the Company has successfully completed the majority of the items and processes identified when the one-time closing charges were developed. A charge of $1,251,000 , net of tax, was recorded as discontinued operations during 2015 for the legal claim filed against Synalloy Fabrication as discussed in Note 13 and Note 22. The Company believes the ending reserve at December 31, 2015 is sufficient to allow the Company to complete all of the remaining closing activities. The Company's results from discontinued operations are summarized below: 2015 2014 2013 Net sales $ — $ 21,963,078 $ 23,998,379 Loss before income taxes $ (1,902,058 ) $ (10,963,524 ) $ (1,949,484 ) Benefit from income taxes (651,000 ) (3,807,000 ) (812,000 ) Net loss from discontinued operations $ (1,251,058 ) $ (7,156,524 ) $ (1,137,484 ) |
Payment of Dividends
Payment of Dividends | 12 Months Ended |
Dec. 31, 2015 | |
Payments of Dividends [Abstract] | |
Payment of Dividends | Payment of Dividends On November 17, 2015 , the Company's Board of Directors voted to pay an annual dividend of $0.30 per share which was paid on December 8, 2015 to holders of record on November 27, 2015 for a total of $2,618,000 . In 2014 , the Company paid a $0.30 cash dividend on December 9, 2014 for a total of $2,633,000 and in 2013 , the Company paid a $0.26 cash dividend on December 3, 2013 for a total payment of $2,260,000 . 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. |
Business Interruption Proceeds
Business Interruption Proceeds and Gain on Casualty Loss (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Business Interruption Proceeds and Gain on Casualty Loss [Abstract] | |
Business Insurance Recoveries [Text Block] | Business Interruption Proceeds and Gain on Casualty Loss On April 30, 2015, the Company's fiberglass tank fabrication facility at the Palmer complex in Andrews, Texas suffered fire damage including minor structural damage as well as damage to the electrical system and overhead cranes. The Company completed repairs to the facility and the losses were fully insured including business interruption coverage. Total business interruption insurance recoveries recognized during the year ended December 31, 2015 were approximately $1,246,000 and is shown separately in operating income on the accompanying consolidated statements of operations. During the fourth quarter of 2015, the Company completed the insurance claim settlement for the fire and recorded a casualty insurance gain of $923,000 , representing the excess of insurance proceeds over the net book value of assets damaged in the loss, and is shown separately in other income on the accompanying consolidated statements of operations for the year ended December 31, 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 03, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 19, 2016, the Compensation & Long-Term Incentive Committee of the Company's Board of Directors approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 50,062 shares with a market price of $7.51 per share were granted under the Plan. 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 2015 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. On March 11, 2016, in a suit filed by a Metals Segment customer against Synalloy Fabrication, LLC (discontinued operation), the United States District Court of Maryland (Baltimore Division) granted summary judgment regarding liability of the plaintiff by ruling that an enforceable contract existed between the parties and the Company breached the agreement. As a result of this ruling, the remaining issue in the case is the amount of the plaintiff's damages. Consequently, the Company increased the facility closing reserve for the estimated costs associated with this claim; see Note 13. The increase for the estimated claims is included in discontinued operations on the accompanying consolidated statements of operations. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 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 December 31, 2015 Deducted from asset account: Allowance for doubtful accounts $ 1,115,000 $ 104,000 $ (972,000 ) (a) $ 247,000 Inventory reserves $ 725,000 $ 767,000 $ (810,000 ) $ 682,000 Year ended January 3, 2015 Deducted from asset account: Allowance for doubtful accounts $ 1,079,000 $ 667,000 (b) $ (631,000 ) $ 1,115,000 Inventory reserves $ 2,206,000 $ 3,975,000 (c) $ (5,456,000 ) (c) $ 725,000 Year ended December 28, 2013 Deducted from asset account: Allowance for doubtful accounts $ 1,313,000 $ (192,000 ) $ (42,000 ) $ 1,079,000 Inventory reserves $ 2,125,000 $ 531,000 $ (450,000 ) $ 2,206,000 (a) Allowance for doubtful accounts deductions for 2015 includes an $801,000 payment to the former owners of Palmer. Per the Stock Purchase Agreement between the former owners of Palmer and the Company (the "SPA"), the former owners of Palmer reimbursed Synalloy for all uncollected accounts receivable after 120 days of Synalloy's ownership. Synalloy increased the allowance for doubtful accounts to reflect the $801,000 payment to offset the outstanding accounts receivable at that time. Over the next two years, Synalloy collected approximately $299,000 on these old accounts and the accounts receivable balance was reduced accordingly. The SPA did not require the reimbursement of these subsequent collections to the former owners of Palmer; however, Synalloy management, on our own recognizance during the second quarter of 2015, reimbursed the $299,000 collected on these old accounts and eliminated the outstanding receivable and allowance for doubtful accounts balances. This transaction had no effect on earnings during any period. (b) Allowance for doubtful accounts charged to cost and expenses for 2014 includes approximately $76,000 for the beginning balance in the allowance for doubtful accounts for Specialty as a result of the acquisition on November 21, 2014. (c) Inventory reserves for 2014 reflect $3,109,000 of charged to costs and $4,813,000 of deductions associated with the closing of Bristol Fab and the sale of Ram-Fab during 2014. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 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 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 On December 31, 2015, the Company elected to change its fiscal year from a 52-53 week year ending the Saturday nearest to December 31 to a calendar year ending December 31 effective with fiscal year 2015. The Company made this change prospectively and did not adjust operating results for prior periods. Fiscal year 2015 ended on December 31, 2015 . Fiscal year 2014 ended on January 3, 2015 having 53 weeks. Fiscal year 2013 ended on December 28, 2013 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. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined by either specific identification or weighted average methods. Inventory cost is adjusted when its market value is estimated to be below manufacturing cost. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost. This would indicate that a LCM inventory adjustment would be required. As of December 31, 2015 , an LCM adjustment was required by our Metals Segment mainly due to decreases in nickel prices. Stainless steel, both in its raw material (coil or plate) or finished goods (pipe) state is purchased / sold using a base price plus an additional surcharge which is dependent on current nickel prices. As raw materials are purchased, it is priced to the Company based upon the surcharge at that date. When the finished pipe is ultimately sold to the customer approximately five months later, the then-current nickel surcharge is used to determine the proper selling prices. An LCM adjustment is established when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge. A $1,237,000 LCM adjustment was required at December 31, 2015 . No adjustment was needed at January 3, 2015 . The Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory. As of December 31, 2015 , the Company identified inventory items with no sales activity for finished goods or no usage for raw materials for a certain period of time. For those inventory items that are not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost. At the end of the prior year, various discount factors were applied to the various levels of aged inventory to determine the obsolete inventory reserve. The Company reserved $658,000 and $681,000 at December 31, 2015 and January 3, 2015 , respectively. • Estimated quantity losses. The Company performs an annual physical count of inventory during the fourth quarter each year. For those facilities that complete their physical inventory counts before the end of December, a reserve is established for the potential quantity losses that could occur subsequent to their physical inventory. This reserve is based upon the most recent physical inventory results. At December 31, 2015 and January 3, 2015 , the Company had $24,000 and $44,000 , respectively, reserved for physical inventory quantity losses. |
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 years 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 acquired, if any, 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, at the reporting unit level, in the fourth quarter for impairment and whenever events or circumstances indicate that the carrying value may not be recoverable. The Company evaluates goodwill for impairment by performing a qualitative evaluation and a two-step quantitative test, if required, which involves comparing the estimated fair value, based on a discounted cash flow model, of the associated reporting unit to its carrying value, including goodwill. The Company performed the two-step quantitative test during the fourth quarter of 2015 and recorded an impairment charge of approximately $17,158,000 . See Note 4 for further details on the Company's evaluation of of goodwill impairment. Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions. Deferred charges represent other intangible assets such as debt issuance costs. Intangible assets are amortized over their estimated useful lives using either an accelerated or straight-line method. Debt issuance costs are amortized on a weighted average basis utilizing the outstanding balance for each debt facility. Other deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from three to ten years and intangible assets are amortized over a period ranging from ten to 15 years. The weighted average amortization period for the customer relationships is approximately twelve years. Deferred charges and intangible assets totaled $21,001,000 and $20,961,000 at December 31, 2015 and January 3, 2015 , respectively. Accumulated amortization of deferred charges and intangible assets as of December 31, 2015 and January 3, 2015 totaled $6,068,000 and $3,670,000 , respectively. Estimated amortization expense for the next five fiscal years based on existing deferred charges and intangible assets is: 2016 - $2,185,000 , 2017 - $2,032,000 , 2018 - $1,868,000 ; 2019 - $1,733,000 ; 2020 - $1,725,000 ; and thereafter - $5,390,000 . |
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 $5,155,000 , $5,705,000 and $7,313,000 in 2015 , 2014 and 2013 , 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 $548,000 , $531,000 and $558,000 in 2015 , 2014 and 2013 , respectively. |
Income Tax, Policy | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred taxes and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Additionally, the Company maintains reserves for uncertain tax provisions in accordance with ASC 740. See Note 10 for more information. |
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 14. |
Fair Value of Financial Instruments and Fair Value Disclosures | Fair Market Value 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 statements. 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 earn-out liabilities, 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. Financial instruments, such as cash, accounts receivable, accounts payable and the credit facility revolver are stated at their carrying value, which is a reasonable estimate of fair value; see Note 2. |
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. |
Recent Accounting Pronouncements | Recent accounting pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. Two transition methods are available for implementing the requirements of ASU 2014-09: retrospectively for each prior reporting period presented or retrospectively with the cumulative effect of initial application recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, " Revenue from Contract with Customers (Topic 606) ," which defers the required implementation date of ASU 2014-09 for public business entities from annual reporting periods beginning after December 15, 2016 to annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and has not determined which transition method will be used. In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" , which modifies the consolidation model for reporting organizations under both the variable interest model and the voting interest model. The ASU is generally expected to reduce the number of situations where consolidation is required; however, in certain circumstances, the ASU may result in companies consolidating entities previously unconsolidated. The ASU will require all legal entities to re-evaluate previous consolidation conclusions under the revised model and is effective for periods beginning after December 15, 2015. The Company did not elect to early adopt the provisions of this ASU and does not believe its implementation will have any effect on the Company's consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," which changes the presentation of debt issuance costs. This ASU requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Currently, capitalized debt issuance costs are presented as an asset on the consolidated balance sheet. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015. The Company did not elect to early adopt the provisions of this ASU and does not believe its implementation will have a material effect on the Company's consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, " Inventory (Topic 330): Simplifying the Measurement of Inventory ," which reduces the cost and complexity of accounting for inventory. This ASU requires an entity measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. ASU 2015-11 is effective for fiscal periods beginning after December 15, 2016. The Company did not elect to early adopt the provisions of this ASU and is currently evaluating the impact that ASU 2015-11 will have on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, " Business Combinations (Topic 805): Simplifying the Measurement-Period Adjustments ," which requires an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU requires the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition date. The amendments in this ASU also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015 and the Company does not believe the implementation of this ASU will have a material effect on the Company's consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes," which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. Effective December 31, 2015, the Company early adopted ASU No. 2015-17 on a prospective basis, which resulted in the reclassification of the Company’s current deferred tax of $4,255,000 as a non-current deferred tax liability on its consolidated balance sheet. No prior periods were retrospectively adjusted. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842) which require lessees to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and the Company is currently evaluating the impact the guidance 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. |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [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 2015 and 2014 : Level 3 Inputs Balance at December 28, 2013 $ 5,862,031 Present value of the earn-out liability associated with the Specialty acquisition 4,773,620 Interest expense charged during the year 96,933 Change in fair value of the earn-out liability associated with the Palmer acquisition (3,476,197 ) Balance at January 3, 2015 7,256,387 Interest expense charged during the year 60,096 Reduction due to the finalization of Specialty's beginning balance sheet (2,419,035 ) Change in the fair value of Specialty's earn-out liability (2,414,115 ) Change in the fair value of Palmer's earn-out liability (2,483,333 ) Balance at December 31, 2015 $ — |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consist of the following: 2015 2014 Land $ 1,819,736 $ 1,742,213 Land improvements 852,976 714,398 Buildings 24,631,349 21,371,594 Machinery, fixtures and equipment 61,928,770 56,651,197 Machinery and equipment under capital lease 107,287 — Construction-in-progress 7,158,098 5,494,166 96,498,216 85,973,568 Less accumulated depreciation 50,203,945 46,036,102 Property, plant and equipment, net $ 46,294,271 $ 39,937,466 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Line Items] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The changes in the carrying amount of goodwill by segment for the years ended December 31, 2015 and January 3, 2015 are as follows: Specialty Chemicals Segment Metals Segment Total Balance at December 28, 2013 $ 1,354,730 $ 15,897,948 $ 17,252,678 Acquisition of Specialty — 5,997,523 5,997,523 Balance at January 3, 2015 1,354,730 21,895,471 23,250,201 Specialty inventory adjustment — (2,318,187 ) (2,318,187 ) Reduction due to the finalization of Specialty's beginning balance sheet — (2,419,035 ) (2,419,035 ) Impairment charge — (17,158,249 ) (17,158,249 ) Balance at December 31, 2015 $ 1,354,730 $ — $ 1,354,730 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | 2015 2014 $40,000,000 Revolving line of credit, due November 21, 2017 $ 1,875,566 $ 884,637 $10,000,000 Term loan, due November 21, 2019 7,833,333 10,000,000 $22,500,000 Term loan, due August 21, 2022 15,000,000 17,250,000 $4,033,250 Mortgage, due August 19, 2023 3,370,810 3,654,713 28,079,709 31,789,350 Less current portion 4,533,908 4,533,908 Long-term debt, less current portion $ 23,545,801 $ 27,255,442 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consist of the following: 2015 2014 Salaries, wages and commissions 1,941,547 2,814,279 Facility closing reserves 3,000,000 1,570,399 Taxes, other than income taxes 744,880 470,456 Current portion of pension liability from the closure of Bristol Fab 643,802 780,595 Advances from customers 637,597 1,027,123 Insurance 629,625 859,151 Professional fees 531,694 194,065 EPA liability 368,690 — Warranty reserve 254,516 63,000 Interest rate swap liability 246,145 215,188 Benefit plans 181,694 212,352 Current portion of deferred compensation 36,000 51,000 Interest 27,977 56,922 Current portion of capital lease obligation 20,539 — Current portion of earn-out liability — 4,659,871 Uncertain tax positions — 1,504,146 Other accrued items 469,174 206,139 Total accrued expenses $ 9,733,880 $ 14,684,686 |
Stock Options, Stock Grants a37
Stock Options, Stock Grants and New Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of activity in the Company’s stock option plans | A summary of activity in the Company's stock option plans is as follows: Weighted Average Exercise Price Options Outstanding Weighted Average Contractual Term (in years) Intrinsic Value of Options Options Available At December 29, 2012 $ 11.82 220,740 8.4 $ 367,937 138,260 Granted February 7, 2013 $ 13.70 40,594 (40,594 ) Exercised $ 10.69 (15,247 ) $ 64,263 Expired $ 12.70 (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 ) $ 91,772 Expired $ 13.70 (2,157 ) 2,157 At January 3, 2015 $ 12.25 157,295 6.9 $ 852,810 169,384 Granted February 10, 2015 $ 16.01 32,532 (32,532 ) Exercised $ 12.47 (666 ) $ 1,511 Expired $ 14.08 (15,176 ) 15,176 At December 31, 2015 $ 12.79 173,985 6.4 $ — 152,028 Exercisable options $ 11.85 88,025 5.5 $ — Options expected to vest: Grant Date Fair Value At December 28, 2013 $ 12.18 122,145 7.8 $ 7.19 Granted February 20, 2014 $ 14.76 13,790 $ 6.70 Vested $ 11.98 (33,702 ) $ 7.03 Forfeited unvested options $ 13.70 (1,725 ) At January 3, 2015 $ 12.54 100,508 7.2 $ 6.76 Granted February 10, 2015 $ 16.01 32,532 $ 6.39 Vested $ 12.16 (35,794 ) $ 7.01 Forfeited unvested options $ 14.23 (11,286 ) At December 31, 2015 $ 8.26 85,960 7.3 $ 6.57 |
Stock options by exercise price range | The following table summarizes information about stock options outstanding at December 31, 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 5.06 62,342 $ 11.55 $ 11.35 25,076 $ 11.35 6.11 13,184 $ 11.35 $ 13.70 27,801 $ 13.70 7.10 10,647 $ 13.70 $ 14.76 9,260 $ 14.76 8.14 1,852 $ 14.76 $ 16.01 29,506 $ 16.01 9.11 — $ 16.01 173,985 88,025 |
Summary of Stock Awards Plan activity | A summary of plan activity for 2013 , 2014 and 2015 is as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 29, 2012 32,473 $ 10.98 Vested (8,161 ) $ 11.06 Forfeited (5,060 ) $ 10.20 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 ) $ 10.60 Forfeited (160 ) $ 13.34 Outstanding at January 3, 2015 66,403 $ 15.00 Granted January 5, 2015 3,000 $ 17.95 Vested (18,303 ) $ 13.67 Forfeited (60 ) $ 13.34 Outstanding at December 31, 2015 51,040 $ 15.65 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Significant components of the Company’s deferred tax liabilities and assets | 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) 2015 2014 Deferred tax assets: Inventory valuation reserves $ 699 $ 303 Allowance for doubtful accounts 61 85 Inventory capitalization 1,692 1,504 Environmental reserves 175 206 Interest rate swap 41 41 Warranty accrual 88 23 Deferred compensation 64 93 Accrued bonus 338 739 Accrued expenses 1,403 568 State net operating loss carryforwards 1,616 1,776 Other 423 371 Total deferred tax assets 6,600 5,709 Valuation allowance (1,694 ) (1,570 ) Total net deferred tax assets 4,906 4,139 Deferred tax liabilities: Tax over book depreciation and amortization 7,609 6,804 Prepaid expenses 312 825 Other 2 26 Total deferred tax liabilities 7,923 7,655 Net deferred tax liabilities $ (3,017 ) $ (3,516 ) |
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) 2015 2014 2013 Current: Federal $ 1,414 $ 3,933 $ 2,192 State 235 656 344 Total current 1,649 4,589 2,536 Deferred: Federal (48 ) 964 (1,113 ) State 198 (167 ) (213 ) Total deferred 150 797 (1,326 ) Total $ 1,799 $ 5,386 $ 1,210 |
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) 2015 2014 2013 Amount % Amount % Amount % Tax at U.S. statutory rates $ (2,881 ) 34.0 % $ 6,302 35.0 % $ 1,397 34.0 % State income taxes, net of federal tax benefit 285 (3.4 )% 324 1.8 % 74 1.8 % State valuation allowance 94 (1.1 )% — — % — — % Earn-out adjustments (857 ) 10.1 % (1,217 ) (6.8 )% — — % Bargain gain on CRI acquisition — — % — — % (366 ) (8.9 )% Manufacturing exemption (188 ) 2.2 % (458 ) (2.5 )% (138 ) (3.4 )% Stock issuance costs — — % — — % 101 2.5 % Stock option compensation 95 (1.1 )% 91 0.5 % 85 2.1 % Uncertain tax positions (139 ) 1.6 % 139 0.8 % — — % Goodwill impairment 5,405 (63.8 )% — — % — — % Other, net (15 ) 0.2 % 205 1.1 % 57 1.4 % Total $ 1,799 (21.2 )% $ 5,386 29.9 % $ 1,210 29.5 % |
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 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 Increases related to prior year tax positions — — — Decreases related to prior year tax positions (1,431 ) (73 ) (1,504 ) Increases related to current year tax position — — — Settlements during period — — — Lapse of statute of limitations — — — Balance at December 31, 2015 $ — $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Future minimum commitments for capital leases are as follows: Year ending December 31: 2016 $ 23,076 2017 23,076 2018 23,076 2019 23,076 2020 7,692 Total minimum lease payments 99,996 Less imputed interest costs 6,064 Present value of net minimum lease payments $ 93,932 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: 2015 2014 2013 Numerator: Net (loss) income from continuing operations $ (10,269,278 ) $ 12,618,787 $ 2,898,048 Net (loss) income from discontinued operations, net of tax $ (1,251,058 ) $ (7,156,524 ) $ (1,137,484 ) Denominator: Denominator for basic earnings per share - weighted average shares 8,710,361 8,702,094 6,941,794 Effect of dilutive securities: Employee stock options and stock grants — 13,008 5,610 Denominator for diluted earnings per share - weighted average shares 8,710,361 8,715,102 6,947,404 Net (loss) earnings per share from continuing operations: Basic $ (1.18 ) $ 1.45 $ 0.42 Diluted $ (1.18 ) $ 1.45 $ 0.42 Net loss per share from discontinued operations: Basic $ (0.14 ) $ (0.82 ) $ (0.16 ) Diluted $ (0.14 ) $ (0.82 ) $ (0.16 ) |
Industry Segments (Tables)
Industry Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | All values are for continuing operations only. (Amounts in thousands) 2015 2014 2013 Net sales Metals Segment $ 114,908 $ 134,304 $ 140,233 Specialty Chemicals Segment 60,552 65,201 56,518 $ 175,460 $ 199,505 $ 196,751 Operating (loss) income Metals Segment $ 2,822 $ 13,511 $ 1,263 Goodwill impairment (17,158 ) — — Business interruption proceeds 1,246 — — Total Metals Segment (13,090 ) 13,511 1,263 Specialty Chemicals Segment 5,665 6,130 5,743 (7,425 ) 19,641 7,006 Less unallocated corporate expenses 5,227 3,300 3,243 Acquisition related costs 500 302 264 Operating (loss) income (13,152 ) 16,039 3,499 Interest expense 1,232 1,092 1,357 Change in fair value of interest rate swap 42 426 (741 ) Specialty and Palmer earn-out adjustments (4,897 ) (3,476 ) — Casualty insurance gain (923 ) — — Gain on bargain purchase, net of taxes — — (1,077 ) Other income, net (136 ) (8 ) (148 ) (Loss) income before income taxes $ (8,470 ) $ 18,005 $ 4,108 Identifiable assets Metals Segment $ 112,591 $ 145,558 Specialty Chemicals Segment 33,391 32,504 Corporate 3,039 9,787 $ 149,021 $ 187,849 Depreciation and amortization Metals Segment $ 5,173 $ 4,078 $ 3,809 Specialty Chemicals Segment 1,376 974 659 Corporate 206 139 204 $ 6,755 $ 5,191 $ 4,672 Capital expenditures Metals Segment $ 7,399 $ 3,123 $ 4,194 Specialty Chemicals Segment 3,439 4,913 1,397 Corporate 67 30 57 $ 10,905 $ 8,066 $ 5,648 Sales by product group Specialty chemicals $ 60,552 $ 65,201 $ 56,517 Stainless steel pipe 77,850 101,035 106,874 Seamless carbon steel pipe and tube 18,013 2,524 — Liquid storage tanks and separation equipment 19,045 30,745 33,360 $ 175,460 $ 199,505 $ 196,751 Geographic sales United States $ 167,185 $ 191,032 $ 189,447 Elsewhere 8,275 8,473 7,304 $ 175,460 $ 199,505 $ 196,751 |
Quarterly Results (Tables)
Quarterly Results (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of continuing quarterly operations | The following is a summary of quarterly operations for 2015 and 2014 : (Amounts in thousands except for per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2015 Net sales from continuing operations $ 51,648 $ 50,163 $ 38,083 $ 35,566 Gross profit from continuing operations 8,942 8,416 4,537 3,424 Net income (loss) from continuing operations (1) 3,638 2,455 1,355 (17,717 ) Loss from discontinued operations, net of tax — — — (1,251 ) Net income (loss) 3,638 2,455 1,355 (18,968 ) Per common share from continuing operations Basic 0.42 0.28 0.16 (2.04 ) Diluted 0.42 0.28 0.16 (2.04 ) Per common share from discontinued operations Basic — — — (0.14 ) Diluted — — — (0.14 ) 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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 was 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 initial 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 Earn-out liability — (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 was 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 the 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 Pro-forma revenues $ 223,969,000 Pro-forma net income 1,230,000 Earnings per share: Basic $ 0.18 Diluted $ 0.18 |
Dispositions and Closures (Tabl
Dispositions and Closures (Tables) | 12 Months Ended |
Dec. 31, 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: 2015 2014 2013 Net sales $ — $ 21,963,078 $ 23,998,379 Loss before income taxes $ (1,902,058 ) $ (10,963,524 ) $ (1,949,484 ) Benefit from income taxes (651,000 ) (3,807,000 ) (812,000 ) Net loss from discontinued operations $ (1,251,058 ) $ (7,156,524 ) $ (1,137,484 ) |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Narrative) (Details) | Nov. 21, 2014 | Dec. 31, 2015USD ($)subsidiariessegments | Jan. 03, 2015USD ($) | Dec. 28, 2013USD ($) |
Accounting Policies [Line Items] | ||||
Inventory Adjustments | $ 1,237,000 | $ 0 | ||
Number of operating segments (segments) | segments | 2 | |||
Goodwill, Impairment Loss | $ 17,158,249 | 0 | $ 0 | |
Intangible asset depreciation period (years) | 10 years | |||
Deferred charges and intangible assets | 21,001,000 | 20,961,000 | ||
Accumulated amortization on deferred charges | 6,068,000 | 3,670,000 | ||
Shipping costs | 5,155,000 | 5,705,000 | 7,313,000 | |
Research and development expense | 548,000 | 531,000 | 558,000 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 2,185,000 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,032,000 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,868,000 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,733,000 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 1,725,000 | |||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 5,390,000 | |||
Amortization expense | 2,398,000 | 1,466,000 | 1,598,000 | |
Inventory Valuation Reserve [Member] | ||||
Accounting Policies [Line Items] | ||||
Charged to (Reduction of) Cost and Expenses | 767,000 | 3,975,000 | 531,000 | |
Valuation Allowances and Reserves, Deductions | 810,000 | 5,456,000 | 450,000 | |
Allowance for Doubtful Accounts [Member] | ||||
Accounting Policies [Line Items] | ||||
Charged to (Reduction of) Cost and Expenses | 104,000 | 667,000 | (192,000) | |
Valuation Allowances and Reserves, Deductions | $ 972,000 | 631,000 | 42,000 | |
Allowance for Doubtful Accounts [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||
Accounting Policies [Line Items] | ||||
Charged to (Reduction of) Cost and Expenses | 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) | subsidiaries | 3 | |||
Goodwill, Impairment Loss | $ 17,158,249 | 0 | $ 0 | |
Specialty Chemicals Segment [Member] | ||||
Accounting Policies [Line Items] | ||||
Number of operating segments (segments) | segments | 1 | |||
Number of subsidiaries (subsidiaries) | subsidiaries | 2 | |||
Goodwill, Impairment Loss | $ 0 | |||
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 | |||
Obsolescence reserve [Member] | Inventory Valuation Reserve [Member] | ||||
Accounting Policies [Line Items] | ||||
Inventory reserves | $ 658,000 | 681,000 | ||
Physical inventory shrink reserve [Member] | Inventory Valuation Reserve [Member] | ||||
Accounting Policies [Line Items] | ||||
Inventory reserves | $ 24,000 | $ 44,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Nov. 21, 2014 | Oct. 03, 2015 | Jul. 04, 2015 | Dec. 31, 2015 | Aug. 21, 2015 | Jan. 03, 2015 | Aug. 21, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Interest rate swap liability | $ 246,145 | $ 215,188 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Beginning balance | $ 7,256,387 | 7,256,387 | 5,862,031 | ||||
Present value of contingent consideration liability associated with the Specialty acquisition | 4,773,620 | ||||||
Interest expense charged during the year | 60,096 | 96,933 | |||||
Ending balance | $ 0 | 7,256,387 | |||||
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 | (3,476,000) | ||||||
Specialty Pipe And Tube, Inc. [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration earn-out period (years) | 2 years | 2 years | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Goodwill, Purchase Accounting Adjustments | $ (2,419,035) | ||||||
Change in fair value of contingent consideration liability | $ 2,414,000 | (2,414,115) | |||||
Specialty Pipe And Tube, Inc. [Member] | 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 | $ 2,419,000 | 2,414,115 | |||||
Ending balance | $ 0 | $ 0 | |||||
Palmer of Texas [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent consideration earn-out period (years) | 3 years | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Change in fair value of contingent consideration liability | $ (2,483,333) | (3,476,197) | |||||
Palmer of Texas [Member] | 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 | (2,483,333) | ||||||
Ending balance | 0 | ||||||
Palmer of Texas [Member] | Year 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
EBITDA threshold target | $ 5,825,000 | ||||||
Contingent consideration payment, lower limit | $ 2,500,000 | ||||||
Palmer of Texas [Member] | Year 3 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
EBITDA threshold target | $ 5,825,000 | ||||||
EBITDA threshold, upper range for earn out payment | $ 6,825,000 | ||||||
Term Loan [Member] | Interest Rate Swap [Member] | Palmer of Texas [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Interest rate swap liability | 40,000 | ||||||
Interest rate swap asset | 11,000 | ||||||
Term Loan [Member] | Interest Rate Swap [Member] | Color Resources, LLC [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Interest rate swap liability | $ 206,000 | $ 215,000 |
Property, Plant and Equipment47
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 96,498,216 | $ 85,973,568 | |
Less accumulated depreciation | 50,203,945 | 46,036,102 | |
Property, plant and equipment, net | 46,294,271 | 39,937,466 | |
Depreciation expense | 4,356,911 | 3,724,757 | $ 3,074,369 |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 5,400 | ||
Capital Lease Obligations | 0 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 1,819,736 | 1,742,213 | |
Land improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 852,976 | 714,398 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 24,631,349 | 21,371,594 | |
Machinery, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 61,928,770 | 56,651,197 | |
Machinery and equipment under capital lease | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 107,287 | 0 | |
Construction-in-progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 7,158,098 | $ 5,494,166 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | Jul. 04, 2015 | Nov. 21, 2014 | |
Goodwill [Line Items] | |||||
Fair Value Inputs, Control Premium | 35.00% | ||||
Goodwill, Impairment Loss | $ (17,158,249) | $ 0 | $ 0 | ||
Goodwill | 1,354,730 | 23,250,201 | 17,252,678 | ||
Goodwill, Acquired During Period | 5,997,523 | ||||
Specialty Chemicals Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Impairment Loss | 0 | ||||
Goodwill | 1,354,730 | 1,354,730 | 1,354,730 | ||
Goodwill, Acquired During Period | 0 | ||||
Reporting Unit, Amount of Fair Value in Excess of Carrying Amount | 26,573,000 | ||||
Metals Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Impairment Loss | (17,158,249) | 0 | 0 | ||
Goodwill | 0 | 21,895,471 | $ 15,897,948 | ||
Goodwill, Acquired During Period | $ 5,997,523 | ||||
Specialty Pipe And Tube, Inc. [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 0 | $ 1,260,000 | $ 5,993,705 | ||
Goodwill, Purchase Accounting Adjustments | 2,419,035 | ||||
Specialty inventory adjustment | |||||
Goodwill [Line Items] | |||||
Goodwill, Purchase Accounting Adjustments | 2,318,187 | ||||
Specialty inventory adjustment | Specialty Chemicals Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Purchase Accounting Adjustments | 0 | ||||
Specialty inventory adjustment | Metals Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Purchase Accounting Adjustments | 2,318,187 | ||||
Specialty earn-out adjustment | |||||
Goodwill [Line Items] | |||||
Goodwill, Purchase Accounting Adjustments | 2,419,035 | ||||
Specialty earn-out adjustment | Specialty Chemicals Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Purchase Accounting Adjustments | 0 | ||||
Specialty earn-out adjustment | Metals Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill, Purchase Accounting Adjustments | $ 2,419,035 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | Dec. 31, 2015 | Jan. 03, 2015 | Nov. 21, 2014 | Aug. 19, 2013 | Aug. 09, 2013 | Aug. 21, 2012 | Jun. 30, 2010 |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 28,079,709 | $ 31,789,350 | |||||
Less current portion | 4,533,908 | 4,533,908 | |||||
Long-term debt, less current portion | 23,545,801 | 27,255,442 | |||||
Revolving Line of Credit Due November 21, 2017[Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 1,875,566 | 884,637 | |||||
Line of credit, maximum borrowing capacity | 40,000,000 | $ 40,000,000 | $ 25,000,000 | $ 20,000,000 | |||
Term Loan Due November 21, 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 7,833,333 | 10,000,000 | |||||
Term loan, original balance | $ 10,000,000 | ||||||
Term Loan Due August 21, 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 15,000,000 | 17,250,000 | |||||
Term loan, original balance | $ 22,500,000 | ||||||
Mortgage Due August 19, 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 3,370,810 | $ 3,654,713 | |||||
Term loan, original balance | $ 4,033,250 | $ 4,033,250 |
Long-term Debt (Line of Credit)
Long-term Debt (Line of Credit) (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | Nov. 21, 2014 | Aug. 21, 2012 | 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 | $ 40,000,000 | $ 40,000,000 | $ 25,000,000 | $ 20,000,000 | ||
Line of credit, increase to limit | $ 15,000,000 | $ 5,000,000 | ||||
Stated interest rate (percent) | 2.00% | 1.77% | 2.16% | |||
Unused capacity fee on line of credit (percent) | 0.125% | |||||
Line of credit, amount borrowed | $ 1,876,000 | |||||
Line of credit, remaining availability | 38,124,000 | |||||
Line of credit, average outstanding amount | $ 6,446,000 | $ 2,735,000 | $ 19,860,000 | |||
Line of credit, weighted average interest rate (percent) | 2.48% | 1.35% | 1.74% | |||
Interest payments | $ 1,149,000 | $ 930,000 | $ 1,202,000 |
Long-term Debt (Term Loan and V
Long-term Debt (Term Loan and Vehicle Loan) (Details) - USD ($) | Nov. 21, 2014 | Aug. 09, 2013 | Aug. 21, 2012 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | Aug. 19, 2013 |
Debt Instrument [Line Items] | |||||||
Variable rate basis | LIBOR | ||||||
Interest rate swap liability | $ 246,145 | $ 215,188 | |||||
Change in fair value of interest rate swap | $ (41,580) | (425,543) | $ 740,832 | ||||
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 | 2.30% | ||||||
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 | 2.65% | ||||||
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 | 2.40% | ||||||
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] | Interest Rate Swap [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate swap liability | $ 40,000 | ||||||
Interest rate swap asset | 11,000 | ||||||
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% | ||||||
Color Resources, LLC [Member] | Interest Rate Swap [Member] | Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate swap liability | $ 206,000 | $ 215,000 | |||||
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] | 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 |
Long-term Debt (Scheduled Matur
Long-term Debt (Scheduled Maturities) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | $ 4,534 |
2,017 | 4,534 |
2,018 | 4,497 |
2,019 | 4,258 |
2,020 | 2,424 |
Thereafter | $ 5,957 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2015 | Jan. 03, 2015 |
Accrued Expenses | ||
Salaries, wages and commissions | $ 1,941,547 | $ 2,814,279 |
Facility closing reserves | 3,000,000 | 1,570,399 |
Taxes, other than income taxes | 744,880 | 470,456 |
Current portion of pension liability from the closure of Bristol Fab | 643,802 | 780,595 |
Advances from customers | 637,597 | 1,027,123 |
Insurance | 629,625 | 859,151 |
Professional fees | 531,694 | 194,065 |
EPA liability | 368,690 | 0 |
Warranty reserve | 254,516 | 63,000 |
Interest rate swap liability | 246,145 | 215,188 |
Benefit plans | 181,694 | 212,352 |
Current portion of deferred comp | 36,000 | 51,000 |
Interest | 27,977 | 56,922 |
Current portion of capital lease obligation | 20,539 | 0 |
Current portion of contingent consideration | 0 | 4,659,871 |
Uncertain tax positions | 0 | 1,504,146 |
Other accrued items | 469,174 | 206,139 |
Total accrued expenses | $ 9,733,880 | $ 14,684,686 |
Environmental Compliance Costs
Environmental Compliance Costs (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)solid_waste_management_unitsenvironmental_remediation_sites | Jan. 03, 2015USD ($) | |
Environmental Exit Cost [Line Items] | ||
Environmental remediation reserves | $ 551 | $ 576 |
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) | environmental_remediation_sites | 1 | |
Augusta Plant [Member] | ||
Environmental Exit Cost [Line Items] | ||
Environmental remediation reserves | $ 476 | 501 |
Bristol, Tennessee Facility [Member] | ||
Environmental Exit Cost [Line Items] | ||
Environmental remediation reserves | $ 75 | $ 75 |
Number of solid waste management units | solid_waste_management_units | 2 |
Deferred Compensation (Narrativ
Deferred Compensation (Narrative) (Details) - Former Officers [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Jan. 03, 2015 | |
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 | $ 182 | $ 261 |
Stock Options, Stock Grants a56
Stock Options, Stock Grants and New Stock (Summary of Stock Option Activity) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | Dec. 29, 2012 | |
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) | $ 12.25 | $ 11.95 | $ 11.82 | |
Exercises, weighted average exercise price (dollars per share) | 12.47 | 11.23 | 10.69 | |
Canceled / Expired, weighted average exercise price (dollars per share) | 14.08 | 13.70 | 12.70 | |
Outstanding, end of year, weighted average exercise price (dollars per share) | 12.79 | $ 12.25 | $ 11.95 | $ 11.82 |
Exercisable, weighted average exercise price (dollars per share) | $ 11.85 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding, beginning of year (shares) | 157,295 | 162,736 | 220,740 | |
Exercised (shares) | (666) | (17,074) | (15,247) | |
Canceled / Expired (shares) | (15,176) | (2,157) | (83,351) | |
Outstanding, end of year (shares) | 173,985 | 157,295 | 162,736 | 220,740 |
Exercisable (shares) | 88,025 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1,511 | $ 91,772 | $ 64,263 | |
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) | $ 12.54 | $ 12.18 | ||
Vested, weighted average exercise price (dollars per share) | 12.16 | 11.98 | ||
Forfeited unvested options (dollars per share) | 14.23 | 13.70 | ||
Expected to vest, end of the year, weighted average exercise price (dollars per share) | $ 8.26 | $ 12.54 | $ 12.18 | |
Expected to vest (shares) | 100,508 | 122,145 | ||
Vested (shares) | (35,794) | (33,702) | ||
Vested, grant date fair value (dollars per share) | $ 7.01 | $ 7.03 | ||
Forfeited unvested options (shares) | (11,286) | (1,725) | ||
Expected to vest (shares) | 85,960 | 100,508 | 122,145 | |
Options outstanding, weighted average contractual term (years) | 6 years 5 months | 6 years 11 months | 7 years 6 months | 8 years 5 months |
Options exercisable, weighted average contractual term (years) | 5 years 6 months | |||
Options expected to vest, weighted average contractual term (years) | 7 years 3 months | 7 years 2 months | 7 years 9 months | |
Options outstanding, intrinsic value | $ 0 | $ 852,810 | $ 582,894 | $ 367,937 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Authorized | 152,028 | 169,384 | 181,017 | 138,260 |
Options exercisable, intrinsic value | $ 0 | |||
Options granted, weighted average fair value (dollars per share) | $ 6.57 | $ 6.76 | $ 7.19 | |
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) | |||
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 | |||
February 10, 2015 [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) | $ 16.01 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Granted (shares) | (32,532) | |||
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) | $ 16.01 | |||
Granted (shares) | (32,532) | |||
Options granted, weighted average fair value (dollars per share) | $ 6.39 |
Stock Options, Stock Grants a57
Stock Options, Stock Grants and New Stock (Stock Options by Exercise Price Range) (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Outstanding options (shares) | shares | 173,985 |
Number of exercisable options (shares) | shares | 88,025 |
$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) | shares | 82,342 |
Weighted average exercise price (dollars per share) | $ 11.55 |
Weighted average remaining contractual life in years (years) | 5 years 23 days |
Number of exercisable options (shares) | shares | 62,342 |
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) | shares | 25,076 |
Weighted average exercise price (dollars per share) | $ 11.35 |
Weighted average remaining contractual life in years (years) | 6 years 1 month 11 days |
Number of exercisable options (shares) | shares | 13,184 |
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) | shares | 27,801 |
Weighted average exercise price (dollars per share) | $ 13.70 |
Weighted average remaining contractual life in years (years) | 7 years 1 month 5 days |
Number of exercisable options (shares) | shares | 10,647 |
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) | shares | 9,260 |
Weighted average exercise price (dollars per share) | $ 14.76 |
Weighted average remaining contractual life in years (years) | 8 years 1 month 20 days |
Number of exercisable options (shares) | shares | 1,852 |
Exercisable options, weighted average exercise price (dollars per share) | $ 14.76 |
$16.01 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices (dollars per share) | $ 16.01 |
Number of Outstanding options (shares) | shares | 29,506 |
Weighted average exercise price (dollars per share) | $ 16.01 |
Weighted average remaining contractual life in years (years) | 9 years 1 month 10 days |
Number of exercisable options (shares) | shares | 0 |
Exercisable options, weighted average exercise price (dollars per share) | $ 16.01 |
Stock Options, Stock Grants a58
Stock Options, Stock Grants and New Stock (Stock Award Activity) (Details) - 2005 Stock Awards Plan [Member] - Stock Awards [Member] - $ / shares | Oct. 16, 2014 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 |
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) | 66,403 | 19,252 | 32,473 | |
Vested (shares) | (18,303) | (7,434) | (8,161) | |
Forfeited or expired (shares) | (60) | (160) | (5,060) | |
Outstanding, end of the year (shares) | 51,040 | 66,403 | 19,252 | |
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) | $ 15 | $ 11.15 | $ 10.98 | |
Vested, weighted average grant date fair value (dollars per share) | 13.67 | 10.60 | 11.06 | |
Forfeited or expired, weighted average grant date fair value (dollars per share) | 13.34 | 13.34 | 10.20 | |
Outstanding, end of the year, weighted average grant date fair value (dollars per share) | $ 15.65 | $ 15 | $ 11.15 | |
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 | |||
January 5, 2015 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted (shares) | 3,000 | |||
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) | $ 17.95 | |||
Chief Executive Officer [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 |
Stock Options, Stock Grants a59
Stock Options, Stock Grants and New Stock (Narrative) (Details) - USD ($) | Feb. 19, 2016 | May. 12, 2015 | Feb. 10, 2015 | Jan. 05, 2015 | Nov. 21, 2014 | Oct. 16, 2014 | Apr. 24, 2014 | Feb. 20, 2014 | Apr. 25, 2013 | Feb. 07, 2013 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options granted, weighted average fair value (dollars per share) | $ 6.57 | $ 6.76 | $ 7.19 | ||||||||||
Exercised (shares) | 666 | 17,074 | 15,247 | ||||||||||
Shares of common stock purchased | 100,400 | ||||||||||||
Options exercisable (shares) | 88,025 | ||||||||||||
Options exercisable, weighted average exercise price (dollars per share) | $ 11.85 | ||||||||||||
Share-based compensation expense | $ 521,695 | $ 364,157 | $ 331,362 | ||||||||||
Issuance of shares of common stock from the treasury (in shares) | 26,118 | 14,522 | 17,572 | ||||||||||
Issuance of common stock (shares) | 0 | 0 | 2,300,000 | ||||||||||
Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Exercised (shares) | 666 | 17,074 | 15,247 | ||||||||||
Option exercises, aggregate exercise price | $ 8,000 | $ 192,000 | $ 163,000 | ||||||||||
Cash received from exercise of stock options | $ 8,000 | $ 42,000 | $ 138,000 | ||||||||||
Shares of common stock purchased | 9,094 | 1,752 | |||||||||||
Stock repurchased during year | $ 150,000 | $ 25,000 | |||||||||||
Options exercisable (shares) | 88,025 | 56,787 | 40,591 | ||||||||||
Options exercisable, weighted average exercise price (dollars per share) | $ 11.85 | $ 11.73 | $ 11.26 | ||||||||||
Share-based compensation expense | $ 278,000 | $ 261,000 | $ 249,000 | ||||||||||
Total unrecognized compensation cost | $ 319,000 | ||||||||||||
Share-based compensation, weighted average period of recognition (years) | 3 years 2 days | ||||||||||||
2011 Plan [Member] | Stock Options [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options granted (shares) | 32,532 | 13,790 | 40,594 | ||||||||||
Options granted, weighted average exercise price (dollars per share) | $ 16.01 | $ 14.76 | $ 13.70 | ||||||||||
Options granted, weighted average fair value (dollars per share) | $ 6.39 | $ 6.70 | $ 6.30 | ||||||||||
Risk free interest rate (percent) | 2.00% | 2.00% | 2.00% | ||||||||||
Expected volatility rate (percent) | 46.00% | 52.00% | 53.00% | ||||||||||
Expected life (years) | 7 years | 7 years | 7 years | ||||||||||
Expected dividend yield (percent) | 2.00% | 1.80% | 1.80% | ||||||||||
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 | $ 243,000 | 103,000 | 82,000 | ||||||||||
Total unrecognized compensation cost | $ 711,000 | ||||||||||||
Share-based compensation, weighted average period of recognition (years) | 3 years 9 months 27 days | ||||||||||||
Period after grant date, awards vesting begins (years) | 1 year | ||||||||||||
Share-based compensation expense, period of recognition (years) | 60 months | ||||||||||||
Share-based compensation expense, net of taxes | $ 155,000 | $ 66,000 | $ 52,000 | ||||||||||
Share-based compensation expense, net of taxes, (dollars per share) | $ 0.02 | $ 0.01 | $ 0.01 | ||||||||||
2015 Stock Awards Plan [Member] | Stock Awards [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (percent) | 20.00% | ||||||||||||
Period after grant date, awards vesting begins (years) | 1 year | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 250,000 | ||||||||||||
External Consultants [Member] | 2005 Stock Awards Plan [Member] | Stock Awards [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (shares) | 3,000 | ||||||||||||
Granted, weighted average grant date fair value (dollars per share) | $ 17.95 | ||||||||||||
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) | 8,216 | 7,088 | 9,411 | ||||||||||
Annual cash retainer fees | $ 119,000 | $ 111,000 | $ 128,000 | ||||||||||
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 | ||||||||||||
Subsequent Event [Member] | 2015 Stock Awards Plan [Member] | Stock Awards [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Annual vesting rate (percent) | 20.00% | ||||||||||||
Granted (shares) | 50,062 | ||||||||||||
Granted, weighted average grant date fair value (dollars per share) | $ 7.51 | ||||||||||||
Period after grant date, awards vesting begins (years) | 1 year |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Jan. 03, 2015 |
Deferred tax assets: | ||
Inventory valuation reserves | $ 699 | $ 303 |
Allowance for doubtful accounts | 61 | 85 |
Inventory capitalization | 1,692 | 1,504 |
Environmental reserves | 175 | 206 |
Interest rate swap | 41 | 41 |
Warranty accrual | 88 | 23 |
Deferred compensation | 64 | 93 |
Accrued bonus | 338 | 739 |
Accrued expenses | 1,403 | 568 |
State net operating loss carryforwards | 1,616 | 1,776 |
Other | 423 | 371 |
Total deferred tax assets | 6,600 | 5,709 |
Deferred Tax Assets, Valuation Allowance | (1,694) | (1,570) |
Deferred Tax Assets, Net of Valuation Allowance | 4,906 | 4,139 |
Valuation allowance | ||
Tax over book depreciation and amortization | 7,609 | 6,804 |
Prepaid expenses | 312 | 825 |
Other | 2 | 26 |
Total deferred tax liabilities | 7,923 | 7,655 |
Deferred Tax Liabilities, Net | $ (3,017) | $ (3,516) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Taxes) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Current: | |||
Federal | $ 1,414,000 | $ 3,933,000 | $ 2,192,000 |
State | 235,000 | 656,000 | 344,000 |
Total current | 1,649,000 | 4,589,000 | 2,536,000 |
Deferred: | |||
Federal | (48,000) | 964,000 | (1,113,000) |
State | 198,000 | (167,000) | (213,000) |
Total deferred | 150,462 | 796,916 | (1,325,781) |
Total | $ 1,799,000 | $ 5,386,000 | $ 1,210,000 |
Income Taxes (Effective Tax Rat
Income Taxes (Effective Tax Rate Reconciliation) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Income Tax Expense Reconciliation | |||
Tax at U.S. statutory rates | $ (2,881,000) | $ 6,302,000 | $ 1,397,000 |
State income taxes, net of federal tax benefit | 285,000 | 324,000 | 74,000 |
State valuation allowance | 94,000 | 0 | 0 |
Earn-out adjustments | (857,000) | (1,217,000) | 0 |
Bargain gain on CRI acquisition | 0 | 0 | (366,000) |
Manufacturing exemption | (188,000) | (458,000) | (138,000) |
Stock issuance costs | 0 | 0 | 101,000 |
Stock option compensation | 95,000 | 91,000 | 85,000 |
Uncertain tax positions | (139,000) | 139,000 | 0 |
Goodwill impairment | 5,405,000 | 0 | 0 |
Other, net | (15,000) | 205,000 | 57,000 |
Total | $ 1,799,000 | $ 5,386,000 | $ 1,210,000 |
Effective Tax Rate Reconciliation | |||
Tax at U.S. statutory rates (percent) | 34.00% | 35.00% | 34.00% |
State income taxes, net of federal tax benefit (percent) | (3.40%) | 1.80% | 1.80% |
State valuation allowance (percent) | (1.10%) | 0.00% | 0.00% |
Earn-out adjustments (percent) | 10.10% | (6.80%) | 0.00% |
Bargain gain on CRI acquisition (percent) | 0.00% | 0.00% | (8.90%) |
Manufacturing exemption (percent) | 2.20% | (2.50%) | (3.40%) |
Stock issuance costs (percent) | 0.00% | 0.00% | 2.50% |
Stock option compensation (percent) | (1.10%) | 0.50% | 2.10% |
Uncertain tax positions (percent) | 1.60% | 0.80% | 0.00% |
Goodwill impairment (percent) | (63.80%) | 0.00% | 0.00% |
Other, net (percent) | 0.20% | 1.10% | 1.40% |
Total (percent) | (21.20%) | 29.90% | 29.50% |
Income Taxes (Uncertain Tax Pos
Income Taxes (Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Unrecognized Tax Benefit | |||
Beginning balance | $ 1,431 | $ 0 | |
Increases related to prior year tax positions | 0 | 1,431 | |
Decreases related to prior year tax positions | (1,431) | 0 | |
Increases related to current year tax position | 0 | 0 | |
Settlements during period | 0 | 0 | |
Lapse of statute of limitations | 0 | 0 | |
Ending balance | 0 | 1,431 | $ 0 |
Interest and Penalties | |||
Beginning balance | 0 | 73 | 0 |
Increases related to prior year tax positions | 0 | 73 | |
Unrecognized Tax Benefits, Income Tax Penalties And Interest Expense, Decrease Resulting from Prior Period Tax Positions | (73) | ||
Ending balance | 0 | 73 | 0 |
Total unrecognized tax benefit, interest and penalties, Beginning balance | 0 | 1,504 | $ 0 |
Total increase in unrecognized tax benefit, interest and penalties related to prior year tax positions | 0 | 1,504 | |
Decreases related to prior years | (1,504) | ||
Total unrecognized tax benefit, interest and penalties, Ending balance | $ 1,504 | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Income Tax Disclosures [Line Items] | |||
Income tax payments | $ 2,251,000 | $ 2,091,000 | $ 2,445,000 |
Deferred Tax Assets, Valuation Allowance | 1,694,000 | 1,570,000 | |
State Jurisdiction [Member] | |||
Income Tax Disclosures [Line Items] | |||
Net operating loss carryforwards | 47,042,000 | 50,774,000 | |
Portion of NOL subject to valuation allowance | 47,042,000 | ||
Valuation allowance for net operating loss carrryforwards | 1,616,000 | 1,570,000 | |
Valuation allowance, other deferred tax assets [Member] | |||
Income Tax Disclosures [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | 78,000 | ||
Bristol Fab and Ram-fab [Member] | |||
Income Tax Disclosures [Line Items] | |||
Benefit from income taxes | 651,000 | $ 3,807,000 | $ 812,000 |
Continuing Operations [Member] | Operating Loss Carryforwards [Member] | State Jurisdiction [Member] | |||
Income Tax Disclosures [Line Items] | |||
Increase in valuation allowance during the period | 94,000 | ||
Discontinued Operations [Member] | Operating Loss Carryforwards [Member] | State Jurisdiction [Member] | |||
Income Tax Disclosures [Line Items] | |||
Increase in valuation allowance during the period | $ 30,000 |
Benefit Plans and Collective 65
Benefit Plans and Collective Bargaining Agreements (Narrative) (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)employeesindividualagreements | Jan. 03, 2015USD ($) | Dec. 28, 2013USD ($) | Jun. 27, 2014USD ($) | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ||||
Employer contributions to union-sponsored defined contribution retirement plans | $ 28 | $ 2,180 | $ 682 | |
Bristol, Tennessee and Mineral Ridge, Ohio Facilities [Member] | ||||
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ||||
Number of collective bargaining agreements (agreements) | agreements | 2 | |||
Number of company's employees represented by collective bargaining agreement (employees) | employees | 145 | |||
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) | individual | 2 | |||
Bristol Fab [Member] | ||||
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ||||
Pension withdrawal liability from closure of Bristol Fab | $ 644 | $ 1,900 |
Benefit Plans and Collective 66
Benefit Plans and Collective Bargaining Agreements Defined Contribution Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
401(k) Employee Stock Ownership Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost Recognized | $ 541,000 | $ 521,000 | $ 550,000 |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 | $ 0 | $ 0 |
Defined Contribution Plan, Maximum Annual Contribution Per Employee, Amount Under Economic Growth and Tax Relief Reconciliation Act | $ 24,000 | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.00% | 4.00% | 4.00% |
Defined Contribution Plan, Additional Annual Contribution Per Employee, Amount Under Economic Growth and Tax Relief Reconciliation Act | $ 6,000 | ||
Defined Contribution Plan, Additional Annual Contribution Per Employee, Minimum Age Under Economic Growth and Tax Relief Reconciliation Act | 50 years | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 18,000 | ||
401(k) and Profit Sharing Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost Recognized | $ 157,000 | $ 148,000 | $ 200,000 |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 60.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 | $ 0 | $ 0 |
Defined Contribution Plan, Maximum Annual Contribution Per Employee, Amount Under Economic Growth and Tax Relief Reconciliation Act | 24,000 | ||
Defined Contribution Plan, Additional Annual Contribution Per Employee, Amount Under Economic Growth and Tax Relief Reconciliation Act | $ 6,000 | ||
Defined Contribution Plan, Additional Annual Contribution Per Employee, Minimum Age Under Economic Growth and Tax Relief Reconciliation Act | 50 years | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 18,000 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Leases [Abstract] | |||
Capital leases, future minimum payments - 2016 | $ 23,076 | ||
Capital leases, future minimum payments - 2017 | 23,076 | ||
Capital leases, future minimum payments - 2018 | 23,076 | ||
Capital leases, future minimum payments - 2019 | 23,076 | ||
Capital leases, future minimum payments - 2020 | 7,692 | ||
Capital Leases, Future Minimum Payments Due | 99,996 | ||
Capital Leases, Future Minimum Payments, Interest Included in Payments | 6,064 | ||
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments | 93,932 | ||
Capital Lease Obligations | $ 0 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
Operating leases, future minimum lease payments - 2016 | 156,000 | ||
Operating leases, future minimum lease payments - 2017 | 118,000 | ||
Operating leases, future minimum lease payments - 2018 | 147,000 | ||
Operating leases, future minimum lease payments - 2019 | 137,000 | ||
Operating leases, future minimum lease payments - 2020 | 139,000 | ||
Operating leases, future minimum payments, due thereafter | 266,000 | ||
Operating lease rent expense | $ 686,000 | $ 903,000 | $ 1,043,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Product Liability Contingency [Line Items] | ||||
Facility closing reserves | $ 3,000,000 | $ 1,570,399 | ||
Metals Segment [Member] | Product Liability and Other Damages [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Claim expense | $ 0 | $ 115,000 | $ 298,000 | |
Metals Segment Customer Breach of Contract Case [Member] | Pending Litigation [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Litigation damages sought | $ 3,300,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Oct. 03, 2015 | Jul. 04, 2015 | Apr. 04, 2015 | Jan. 03, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Numerator: | |||||||||||
Net (loss) income from continuing operations | $ (10,269,278) | $ 12,618,787 | $ 2,898,048 | ||||||||
(Loss) income from discontinued operations, net of tax | $ (1,251,000) | $ 0 | $ 0 | $ 0 | $ 598,000 | $ (1,899,000) | $ (5,383,000) | $ (473,000) | $ (1,251,058) | $ (7,156,524) | $ (1,137,484) |
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted average shares (shares) | 8,710,361 | 8,702,094 | 6,941,794 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options and stock grants (shares) | 0 | 13,008 | 5,610 | ||||||||
Denominator for diluted earnings per share - weighted average shares (shares) | 8,710,361 | 8,715,102 | 6,947,404 | ||||||||
Net (loss) earnings per share from continuing operations: | |||||||||||
Basic (dollars per share) | $ (2.04) | $ 0.16 | $ 0.28 | $ 0.42 | $ 0.16 | $ 0.36 | $ 0.66 | $ 0.26 | $ (1.18) | $ 1.45 | $ 0.42 |
Diluted (dollars per share) | (2.04) | 0.16 | 0.28 | 0.42 | 0.16 | 0.36 | 0.66 | 0.26 | (1.18) | 1.45 | 0.42 |
Net loss per share from discontinued operations: | |||||||||||
Basic (dollars per share) | (0.14) | 0 | 0 | 0 | 0.07 | (0.22) | (0.62) | (0.05) | (0.14) | (0.82) | (0.16) |
Diluted (dollars per share) | $ (0.14) | $ 0 | $ 0 | $ 0 | $ 0.07 | $ (0.22) | $ (0.62) | $ (0.05) | $ (0.14) | $ (0.82) | $ (0.16) |
Antidilutive securities excluded from earnings per share calculation (shares) | 229,025 | 46,957 | 161,084 |
Industry Segments (Segment Info
Industry Segments (Segment Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Oct. 03, 2015 | Jul. 04, 2015 | Apr. 04, 2015 | Jan. 03, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 35,566,000 | $ 38,083,000 | $ 50,163,000 | $ 51,648,000 | $ 48,569,000 | $ 48,452,000 | $ 52,688,000 | $ 49,796,000 | $ 175,460,438 | $ 199,504,628 | $ 196,751,175 |
Operating (loss) income | (7,425,000) | 19,641,000 | 7,006,000 | ||||||||
Goodwill, Impairment Loss | (17,158,249) | 0 | 0 | ||||||||
Business interruption proceeds | 1,246,024 | 0 | 0 | ||||||||
Operating (loss) income | (13,151,720) | 16,039,083 | 3,499,525 | ||||||||
Acquisition related costs | 499,761 | 301,715 | 264,186 | ||||||||
Interest expense | 1,232,285 | 1,091,694 | 1,357,328 | ||||||||
Change in fair value of interest rate swap | 41,580 | 425,543 | (740,832) | ||||||||
Specialty and Palmer earn-out adjustments | (4,897,448) | (3,476,197) | 0 | ||||||||
Casualty insurance gain | (923,470) | 0 | 0 | ||||||||
Gain on bargain purchase, net of taxes | 0 | 0 | (1,077,332) | ||||||||
Other income, net | (134,389) | (6,744) | (147,687) | ||||||||
(Loss) income before income taxes | (8,470,278) | 18,004,787 | 4,108,048 | ||||||||
Identifiable assets | 149,021,417 | 187,849,230 | 149,021,417 | 187,849,230 | |||||||
Depreciation and amortization | 6,755,000 | 5,191,000 | 4,672,000 | ||||||||
Capital expenditures | 10,905,000 | 8,066,000 | 5,648,000 | ||||||||
Metals Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 114,908,000 | 134,304,000 | 140,233,000 | ||||||||
Operating (loss) income | 2,822,000 | 13,511,000 | 1,263,000 | ||||||||
Goodwill, Impairment Loss | (17,158,249) | 0 | 0 | ||||||||
Business interruption proceeds | 1,246,000 | 0 | 0 | ||||||||
Identifiable assets | 112,591,000 | 145,558,000 | 112,591,000 | 145,558,000 | |||||||
Depreciation and amortization | 5,173,000 | 4,078,000 | 3,809,000 | ||||||||
Capital expenditures | 7,399,000 | 3,123,000 | 4,194,000 | ||||||||
Specialty Chemicals Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 60,552,000 | 65,201,000 | 56,518,000 | ||||||||
Operating (loss) income | 5,665,000 | 6,130,000 | 5,743,000 | ||||||||
Goodwill, Impairment Loss | 0 | ||||||||||
Identifiable assets | 33,391,000 | 32,504,000 | 33,391,000 | 32,504,000 | |||||||
Depreciation and amortization | 1,376,000 | 974,000 | 659,000 | ||||||||
Capital expenditures | 3,439,000 | 4,913,000 | 1,397,000 | ||||||||
Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Less unallocated corporate expenses | 5,227,000 | 3,300,000 | 3,243,000 | ||||||||
Operating (loss) income | (13,152,000) | 16,039,000 | 3,499,000 | ||||||||
Acquisition related costs | 500,000 | 302,000 | 264,000 | ||||||||
Interest expense | 1,232,000 | 1,092,000 | 1,357,000 | ||||||||
Change in fair value of interest rate swap | 42,000 | 426,000 | (741,000) | ||||||||
Specialty and Palmer earn-out adjustments | (4,897,000) | (3,476,000) | 0 | ||||||||
Casualty insurance gain | (923,000) | 0 | 0 | ||||||||
Gain on bargain purchase, net of taxes | 0 | 0 | (1,077,000) | ||||||||
Other income, net | (136,000) | (8,000) | (148,000) | ||||||||
(Loss) income before income taxes | (8,470,000) | 18,005,000 | 4,108,000 | ||||||||
Identifiable assets | $ 3,039,000 | $ 9,787,000 | 3,039,000 | 9,787,000 | |||||||
Depreciation and amortization | 206,000 | 139,000 | 204,000 | ||||||||
Capital expenditures | 67,000 | 30,000 | 57,000 | ||||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 167,185,000 | 191,032,000 | 189,447,000 | ||||||||
Elsewhere [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 8,275,000 | 8,473,000 | 7,304,000 | ||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 175,460,000 | 199,505,000 | 196,751,000 | ||||||||
Specialty Chemicals - Product Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 60,552,000 | 65,201,000 | 56,517,000 | ||||||||
Stainless Steel Pipe - Product Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 77,850,000 | 101,035,000 | 106,874,000 | ||||||||
Seamless Carbon Steel Pipe and Tube - Product Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 18,013,000 | 2,524,000 | 0 | ||||||||
Liquid Storage Tanks and Separation Equipment - Product Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 19,045,000 | $ 30,745,000 | $ 33,360,000 |
Industry Segments (Narrative) (
Industry Segments (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)subsidiariessegmentsEntitiies | Jan. 03, 2015USD ($)Entitiies | Dec. 28, 2013USD ($)Entitiies | |
Segment Reporting Information [Line Items] | |||
Number of Reportable Segments | segments | 2 | ||
Goodwill | $ 1,354,730 | $ 23,250,201 | $ 17,252,678 |
Goodwill, Impairment Loss | $ 17,158,249 | 0 | 0 |
Metals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of subsidiaries (subsidiaries) | subsidiaries | 3 | ||
Goodwill | $ 0 | 21,895,471 | 15,897,948 |
Goodwill, Impairment Loss | $ 17,158,249 | 0 | 0 |
Concentration risk (percentage) | 78.00% | ||
Number of suppliers (entities) | Entitiies | 7 | ||
Number of suppliers providing majority of supplies (entities) | Entitiies | 1 | ||
Specialty Chemicals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of subsidiaries (subsidiaries) | subsidiaries | 2 | ||
Goodwill | $ 1,354,730 | 1,354,730 | 1,354,730 |
Goodwill, Impairment Loss | $ 0 | ||
Concentration risk (percentage) | 45.00% | ||
Number of suppliers providing majority of supplies (entities) | Entitiies | 8 | ||
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Environmental charges | $ 93,000 | $ (13,000) | $ 17,000 |
Supplier One [Member] | Metals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk (percentage) | 34.00% | ||
Revenue [Member] | Metals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk (percentage) | 14.00% | 10.00% | |
Revenue [Member] | Specialty Chemicals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk (percentage) | 31.00% | 31.00% | 40.00% |
United States [Member] | Metals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of major customers (entities) | Entitiies | 1 | 0 | 1 |
United States [Member] | Specialty Chemicals Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of major customers (entities) | Entitiies | 1 | 1 | 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 | |||||||||
Dec. 31, 2015 | Oct. 03, 2015 | Jul. 04, 2015 | Apr. 04, 2015 | Jan. 03, 2015 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Goodwill, Impairment Loss | $ 17,158,249 | $ 0 | $ 0 | ||||||||
Net sales from continuing operations | $ 35,566,000 | $ 38,083,000 | $ 50,163,000 | $ 51,648,000 | $ 48,569,000 | $ 48,452,000 | $ 52,688,000 | $ 49,796,000 | 175,460,438 | 199,504,628 | 196,751,175 |
Gross profit from continuing operations | 3,424,000 | 4,537,000 | 8,416,000 | 8,942,000 | 8,247,000 | 8,127,000 | 8,952,000 | 7,603,000 | 25,318,775 | 32,929,482 | 19,798,139 |
Net income (loss) from continuing operations | (17,717,000) | 1,355,000 | 2,455,000 | 3,638,000 | 1,409,000 | 3,177,000 | 5,783,000 | 2,250,000 | (11,520,336) | 5,462,263 | 1,760,564 |
(Loss) income from discontinued operations, net of tax | (1,251,000) | 0 | 0 | 0 | 598,000 | (1,899,000) | (5,383,000) | (473,000) | (1,251,058) | (7,156,524) | (1,137,484) |
Net (loss) income | $ (18,968,000) | $ 1,355,000 | $ 2,455,000 | $ 3,638,000 | $ 2,007,000 | $ 1,279,000 | $ 400,000 | $ 1,776,000 | $ (11,520,336) | $ 5,462,263 | $ 1,760,564 |
Per common share from continuing operations | |||||||||||
Basic (dollars per share) | $ (2.04) | $ 0.16 | $ 0.28 | $ 0.42 | $ 0.16 | $ 0.36 | $ 0.66 | $ 0.26 | $ (1.18) | $ 1.45 | $ 0.42 |
Diluted (dollars per share) | (2.04) | 0.16 | 0.28 | 0.42 | 0.16 | 0.36 | 0.66 | 0.26 | (1.18) | 1.45 | 0.42 |
Per common share from discontinued operations | |||||||||||
Basic (dollars per share) | (0.14) | 0 | 0 | 0 | 0.07 | (0.22) | (0.62) | (0.05) | (0.14) | (0.82) | (0.16) |
Diluted (dollars per share) | $ (0.14) | $ 0 | $ 0 | $ 0 | $ 0.07 | $ (0.22) | $ (0.62) | $ (0.05) | $ (0.14) | $ (0.82) | $ (0.16) |
Interest Rate Swap (Narrative)
Interest Rate Swap (Narrative) (Details) - USD ($) | Aug. 09, 2013 | Aug. 21, 2012 | Dec. 31, 2015 | Jan. 03, 2015 |
Derivative [Line Items] | ||||
Interest rate swap liability | $ 246,145 | $ 215,188 | ||
Term Loan Due August 21, 2022 [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Remaining maturity period of interest rate swap (years) | 10 years | |||
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 | 206,000 | 215,000 | ||
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% | |||
Palmer of Texas [Member] | Term Loan [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Interest rate swap asset | $ 11,000 | |||
Interest rate swap liability | $ 40,000 |
Acquisitions (Textual) (Details
Acquisitions (Textual) (Details) | Nov. 21, 2014USD ($) | Aug. 26, 2013USD ($) | Aug. 09, 2013USD ($) | Oct. 03, 2015USD ($) | Jul. 04, 2015USD ($) | Dec. 31, 2015USD ($) | Aug. 21, 2015USD ($) | Jan. 03, 2015USD ($)employees | Aug. 21, 2014USD ($) | Dec. 28, 2013USD ($) |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 1,354,730 | $ 23,250,201 | $ 17,252,678 | |||||||
Intangible asset depreciation period (years) | 10 years | |||||||||
Acquisition costs | (10,269,278) | $ 12,618,787 | 2,898,048 | |||||||
Employees added during acquisition (employees) | employees | 30 | |||||||||
Earn-out liability | 0 | $ 7,256,387 | 5,862,031 | |||||||
Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill, Purchase Accounting Adjustments | 2,419,035 | |||||||||
Goodwill | $ 5,993,705 | $ 1,260,000 | $ 0 | |||||||
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-out 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 | |||||||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | $ 2,414,000 | $ (2,414,115) | ||||||||
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] | ||||||||||
Contingent consideration earn-out period (years) | 3 years | |||||||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | $ (2,483,333) | (3,476,197) | ||||||||
Year 2 [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration payment, lower limit | $ 2,500,000 | |||||||||
EBITDA threshold target | $ 5,825,000 | |||||||||
Year 3 [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
EBITDA threshold, upper range for earn out payment | $ 6,825,000 | |||||||||
EBITDA threshold target | $ 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) | |||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | $ 2,419,000 | 2,414,115 | ||||||||
Earn-out liability | $ 0 | 0 | ||||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Palmer of Texas [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Change in fair value of contingent consideration liability associated with the Palmer acquisition | (2,483,333) | |||||||||
Earn-out liability | 0 | |||||||||
Contingent Consideration [Member] | Specialty Pipe And Tube, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair Value Inputs, Discount Rate | 3.00% | |||||||||
Specialty inventory adjustment | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill, Purchase Accounting Adjustments | 2,318,187 | |||||||||
Acquisition-related Costs [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill, Purchase Accounting Adjustments | $ 2,419,035 | |||||||||
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 | |||||||||
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 | |||||||||
Bank and Swap Agreement Fees [Member] | CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | 70,000 | |||||||||
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 | |||||||||
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 | |||||||||
Other Expense [Member] | CRI Tolling [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition costs | $ 19,000 |
Acquisitions (Sources and Uses
Acquisitions (Sources and Uses of Funds) (Details) - USD ($) | Nov. 21, 2014 | Aug. 26, 2013 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 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 | ||||
Uses of funds: | |||||
Acquisition of Specialty's common stock | 27,496,000 | $ 0 | $ 31,490,433 | $ 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 | ||||
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 |
Acquisitions (CRI Bargain Purch
Acquisitions (CRI Bargain Purchase Gain) (Details) - USD ($) | Aug. 26, 2013 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 |
Business Acquisition [Line Items] | ||||
Bargain purchase gain | $ 0 | $ 0 | $ 1,077,332 | |
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 ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 03, 2015 | Dec. 28, 2013 | |
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 | |
Pro forma net income | $ 1,230 | |
Earnings per share: | ||
Basic (dollars per share) | $ 0.18 | |
Diluted (dollars per share) | $ 0.18 |
Acquisitions (Fair Value of Ass
Acquisitions (Fair Value of Assets Identified and Liabilities Assumed) (Details) - USD ($) | Dec. 31, 2015 | Jul. 04, 2015 | Jan. 03, 2015 | Nov. 21, 2014 | Dec. 28, 2013 | Aug. 26, 2013 | Aug. 09, 2013 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,354,730 | $ 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 | $ 0 | $ 1,260,000 | 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 |
Dispositions and Closures (Deta
Dispositions and Closures (Details) - USD ($) | Jul. 01, 2014 | Sep. 30, 2014 | Sep. 27, 2014 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | Aug. 29, 2014 | Jun. 27, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Loss before income taxes | $ (1,251,058) | $ (7,156,524) | $ (1,137,484) | |||||
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 before income taxes | $ 947,000 | |||||||
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 | 1,902,000 | 6,988,000 | ||||||
Pension withdrawal liability | 644,000 | $ 1,900,000 | ||||||
Bristol Fab and Ram-fab [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net sales | 0 | 21,963,078 | 23,998,379 | |||||
Loss before income taxes | (1,902,058) | (10,963,524) | (1,949,484) | |||||
Benefit from income taxes | (651,000) | (3,807,000) | (812,000) | |||||
Net loss from discontinued operations | $ (1,251,058) | $ (7,156,524) | $ (1,137,484) | |||||
Pending Litigation [Member] | Metals Segment Customer Breach of Contract Case [Member] | ||||||||
Liabilities | ||||||||
Litigation damages sought | $ 3,300,000 | |||||||
Pending Litigation [Member] | Metals Segment Customer Breach of Contract Case [Member] | Bristol Fab [Member] | ||||||||
Liabilities | ||||||||
Litigation damages sought | $ 1,251,000 | |||||||
Withdrawal from Multiemployer Defined Benefit Plan [Member] | Bristol Fab [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Debt Instrument, Term | 26 months | |||||||
Stated interest rate (percent) | 4.51% |
Payment of Dividends (Details)
Payment of Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2015 | Dec. 09, 2014 | Dec. 03, 2013 | Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 |
Payments of Dividends [Abstract] | ||||||
Dividends paid (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.26 | $ 0.30 | $ 0.30 | $ 0.26 |
Total outlay for dividends | $ 2,618 | $ 2,633 | $ 2,260 |
Business Interruption Proceed81
Business Interruption Proceeds and Gain on Casualty Loss (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Business Interruption Proceeds and Gain on Casualty Loss [Abstract] | |||
Business interruption proceeds | $ 1,246,024 | $ 0 | $ 0 |
Casualty insurance gain | $ (923,470) | $ 0 | $ 0 |
Subsequent Events (Textual) (De
Subsequent Events (Textual) (Details) - 2015 Stock Awards Plan [Member] - Stock Awards [Member] - $ / shares | Feb. 19, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||
Annual vesting rate (percent) | 20.00% | |
Period after grant date, awards vesting begins (years) | 1 year | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Granted (shares) | 50,062 | |
Granted, weighted average grant date fair value (dollars per share) | $ 7.51 | |
Annual vesting rate (percent) | 20.00% | |
Period after grant date, awards vesting begins (years) | 1 year |
Schedule II Valuation and Qua83
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 03, 2015 | Dec. 28, 2013 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 1,115,000 | $ 1,079,000 | $ 1,313,000 |
Charged to (Reduction of) Cost and Expenses | 104,000 | 667,000 | (192,000) |
Deductions | (972,000) | (631,000) | (42,000) |
Balance at End of Period | 247,000 | 1,115,000 | 1,079,000 |
Allowance for Doubtful Accounts [Member] | Specialty Pipe And Tube, Inc. [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Charged to (Reduction of) Cost and Expenses | 76,000 | ||
Allowance for Doubtful Accounts [Member] | Notes Receivable [Member] | Palmer of Texas [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Charged to (Reduction of) Cost and Expenses | 801,000 | ||
Increase (Decrease) in Accounts Receivable | 299,000 | ||
Inventory Valuation Reserve [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 725,000 | 2,206,000 | 2,125,000 |
Charged to (Reduction of) Cost and Expenses | 767,000 | 3,975,000 | 531,000 |
Deductions | (810,000) | (5,456,000) | (450,000) |
Balance at End of Period | $ 682,000 | 725,000 | $ 2,206,000 |
Inventory Valuation Reserve [Member] | Other Expense [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Deductions | (4,813,000) | ||
Bristol Fab and Ram-fab [Member] | Inventory Valuation Reserve [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Charged to (Reduction of) Cost and Expenses | $ 3,109,000 |