Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 11, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Synalloy Corporation | ||
Entity Central Index Key | 0000095953 | ||
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 | $ 165.7 | ||
Entity Common Stock, Shares Outstanding | 8,964,874 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Smaller Reporting Company | true | ||
Emerging Growth Company | false | ||
Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 2,220,272 | $ 14,706 |
Accounts receivable, less allowance for doubtful accounts of $169,107 and $35,000, respectively | 41,065,251 | 28,704,481 |
Inventories, net | ||
Raw materials | 59,778,767 | 37,748,316 |
Work-in-process | 21,033,532 | 9,491,408 |
Finished goods | 33,389,087 | 24,885,457 |
Total inventories, net | 114,201,386 | 72,125,181 |
Prepaid expenses and other current assets | 9,983,416 | 6,802,072 |
Total current assets | 167,470,325 | 107,646,440 |
Property, plant and equipment, net | 40,924,455 | 35,080,009 |
Goodwill | 9,799,992 | 6,003,525 |
Intangible assets, net | 9,696,112 | 10,880,521 |
Deferred charges, net and other non-current assets | 507,962 | 263,655 |
Total assets | 228,398,846 | 159,874,150 |
Current liabilities | ||
Accounts payable | 25,073,698 | 24,256,812 |
Accrued expenses | 12,163,686 | 8,993,454 |
Total current liabilities | 37,237,384 | 33,250,266 |
Long-term debt | 76,405,458 | 25,913,557 |
Long-term portion of earn-out liability | 4,702,562 | 3,170,099 |
Long-term deferred sale-leaseback gain | 5,599,077 | 5,933,350 |
Deferred income taxes | 252,988 | 635,910 |
Other long-term liabilities | 1,717,291 | 1,270,542 |
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 | 36,520,840 | 35,193,152 |
Retained earnings | 68,965,410 | 58,129,382 |
Accumulated other comprehensive loss | 0 | (10,864) |
Shareholders' equity before treasury stock | 115,786,250 | 103,611,670 |
Less cost of common stock in treasury - 1,424,279 and 1,566,769 shares, respectively | 13,302,164 | 13,911,244 |
Total shareholders' equity | 102,484,086 | 89,700,426 |
Commitments and contingencies – see Note 13 | ||
Total liabilities and shareholders' equity | $ 228,398,846 | $ 159,874,150 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Accounts receivable, allowance for doubtful accounts | $ 169,107 | $ 35,000 |
Liabilities and Shareholders' Equity | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares issued (in shares) | 10,300,000 | 10,300,000 |
Common stock in treasury, at cost (in shares) | 1,424,279 | 1,566,769 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 280,841,419 | $ 201,147,682 | $ 138,565,782 |
Cost of sales | 229,604,080 | 173,066,732 | 121,661,303 |
Gross profit | 51,237,339 | 28,080,950 | 16,904,479 |
Selling, general and administrative expense | 27,691,874 | 24,874,589 | 22,672,872 |
Acquisition related costs | 1,211,797 | 794,983 | 106,227 |
Earn-out adjustments | 1,430,682 | 688,523 | 0 |
(Gain) loss on sale-leaseback | (334,273) | (334,273) | 2,371,778 |
Operating income (loss) | 21,237,259 | 2,057,128 | (8,246,398) |
Other (income) and expense | |||
Interest expense | 2,210,506 | 985,366 | 932,572 |
Change in fair value of interest rate swap | (19,484) | (96,696) | 12,997 |
Other, net | 2,572,598 | (310,043) | 0 |
Income (loss) before income taxes | 16,473,639 | 1,478,501 | (9,191,967) |
Provision for (benefit from) income taxes | 3,376,210 | 137,139 | (2,198,000) |
Net income (loss) from continuing operations | 13,097,429 | 1,341,362 | (6,993,967) |
Net loss from discontinued operations, net of tax | 0 | 0 | (99,334) |
Net income (loss) | 13,097,429 | 1,341,362 | (7,093,301) |
Other comprehensive loss, net of tax: | |||
Unrealized gains on available for sale securities, net of tax of $186,384 | 0 | 355,482 | 0 |
Reclassification adjustment for gains included in net | 0 | (366,346) | 0 |
Comprehensive income (loss) | $ 13,097,429 | $ 1,330,498 | $ (7,093,301) |
Net income (loss) per common share from continuing operations: | |||
Basic (dollars per share) | $ 1.49 | $ 0.15 | $ (0.81) |
Diluted (dollars per share) | 1.48 | 0.15 | (0.81) |
Net loss per diluted common share from discontinued operations: | |||
Basic (dollars per share) | 0 | 0 | (0.01) |
Diluted (dollars per share) | $ 0 | $ 0 | $ (0.01) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income - Parenthetical - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Unrealized gains on available for sale securities, tax | $ 0 | $ 186,384 | $ 0 |
Reclassification adjustment for gains include in net income, tax | $ 0 | $ 189,633 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Cost of Common Stock in Treasury |
Balance balance at Dec. 31, 2015 | $ 95,154,294 | $ 10,300,000 | $ 34,476,240 | $ 65,029,474 | $ 0 | $ (14,651,420) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (7,093,301) | (7,093,301) | ||||
Dividend on stock grant forfeiture | 360 | 360 | ||||
Issuance of shares of common stock from the treasury | 325,618 | (221,507) | 547,125 | |||
Employee stock option and grant compensation | 459,473 | 459,473 | ||||
Purchase of common stock | (253,889) | (253,889) | ||||
Ending balance at Dec. 31, 2016 | 88,592,555 | 10,300,000 | 34,714,206 | 57,936,533 | 0 | (14,358,184) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 1,341,362 | 1,341,362 | ||||
Payment of dividends | (1,148,513) | (1,148,513) | ||||
Other comprehensive loss | (10,864) | (10,864) | ||||
Issuance of shares of common stock from the treasury | 287,470 | (227,939) | 515,409 | |||
Stock options exercised, net | 0 | 68,469 | (68,469) | |||
Employee stock option and grant compensation | 638,416 | 638,416 | ||||
Ending balance at Dec. 31, 2017 | 89,700,426 | 10,300,000 | 35,193,152 | 58,129,382 | (10,864) | (13,911,244) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 13,097,429 | 13,097,429 | ||||
Payment of dividends | (2,250,537) | (2,250,537) | ||||
Issuance of shares of common stock from the treasury | 276,000 | (316,705) | 592,705 | |||
Stock options exercised, net | (148,751) | 246,757 | (395,508) | |||
Employee stock option and grant compensation | 826,998 | 826,998 | ||||
Shares issued in connection with at-the-market offering | 982,521 | 570,638 | 411,883 | |||
Ending balance at Dec. 31, 2018 | $ 102,484,086 | $ 10,300,000 | $ 36,520,840 | $ 68,965,410 | $ 0 | $ (13,302,164) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Payment of dividends (dollars per share) | $ 0.25 | $ 0.13 | |
Issuance of shares of common stock from the treasury (shares) | 66,632 | 58,532 | 62,124 |
Stock options exercised, net (shares) | 31,488 | 5,389 | 666 |
Purchase of shares of common stock (shares) | 29,500 | ||
Number of shares issued in transaction (shares) | 44,378 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net income (loss) | $ 13,097,429 | $ 1,341,362 | $ (7,093,301) |
Income from discontinued operations, net of tax | 0 | 0 | 99,334 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation expense | 6,411,900 | 5,294,695 | 4,235,203 |
Amortization expense | 2,363,277 | 2,443,117 | 2,459,787 |
Amortization of debt issuance costs | 132,030 | 60,529 | 72,290 |
Unrealized loss on equity securities | 2,572,703 | 0 | 0 |
Deferred income taxes | (382,922) | (1,037,183) | (1,407,462) |
Gain on sale of available for sale securities | 0 | (310,043) | 0 |
Earn-out adjustments | 1,430,682 | 688,523 | 0 |
Payments of MUSA-Stainless earn-out liability in excess of acquisition date fair value | (194,462) | 0 | 0 |
Provision for (reduction of) losses on accounts receivable | 239,851 | 201,641 | (45,151) |
Provision for losses on inventories | 1,827,574 | 1,196,428 | 983,505 |
(Gain) loss on sale of property, plant and equipment | (17,762) | 25,730 | 2,294,917 |
Amortization of deferred gain on sale-leaseback | (334,273) | (334,273) | (83,569) |
Straight line lease cost | 445,230 | 397,071 | 101,633 |
Change in cash value of life insurance | 0 | 0 | 1,502 |
Change in fair value of interest rate swap | (19,484) | (96,696) | 12,997 |
Issuance of treasury stock for director fees | 276,000 | 287,500 | 330,000 |
Employee stock option and grant compensation | 826,998 | 638,416 | 459,473 |
Dividend on stock grant forfeiture | 0 | 0 | 360 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (10,413,480) | (10,877,176) | (37,676) |
Inventories | (41,157,779) | (7,088,100) | 2,032,621 |
Other assets and liabilities | (1,523,569) | 11,229,799 | (11,767,808) |
Accounts payable | (234,353) | 7,572,308 | 4,418,578 |
Accrued expenses | 2,093,353 | (9,424,395) | 9,582,445 |
Accrued income taxes | 1,339,561 | 26,197 | (1,294,557) |
Net cash (used in) provided by continuing operating activities | (21,221,496) | 2,235,450 | 5,355,121 |
Net cash used in discontinued operating activities | 0 | 0 | (3,843,137) |
Net cash (used in) provided by operating activities | (21,221,496) | 2,235,450 | 1,511,984 |
Investing activities | |||
Purchases of property, plant and equipment | (7,354,737) | (5,278,608) | (3,044,411) |
Proceeds from sale of property, plant and equipment | 0 | 72,789 | 22,215,362 |
Purchases of equity securities | (4,970,470) | (4,382,865) | 0 |
Proceeds from available for sale securities | 0 | 4,141,564 | 0 |
Acquisition of the stainless pipe and tube assets of Marcegaglia USA, Inc. (MUSA) | 0 | (11,953,513) | (3,000,000) |
Acquisition of the galvanized pipe and tube assets of MUSA | (10,378,282) | 0 | 0 |
Proceeds from life insurance policies | 0 | 0 | 1,502,283 |
Net cash (used in) provided by investing activities | (22,703,489) | (17,400,633) | 17,673,234 |
Financing activities | |||
Net borrowings from line of credit | 50,491,901 | 17,109,351 | 6,928,640 |
Net proceeds from at-the-market offering | 982,519 | 0 | 0 |
Payments on long-term debt | 0 | 0 | (26,068,228) |
Payments on capital lease obligation | (336,711) | (124,999) | (65,966) |
Payments on earn-out liabilities to MUSA sellers | (2,260,984) | (518,456) | 0 |
Payments of debt issuance costs | (382,206) | (200,367) | (54,326) |
Proceeds from exercised stock options | 141,853 | 0 | 0 |
Dividends paid | (2,215,215) | (1,148,513) | 0 |
Tax withholdings related to net share settlements of exercised stock options | (290,606) | 0 | 0 |
Purchase of common stock | 0 | 0 | (253,889) |
Net cash provided by (used in) financing activities | 46,130,551 | 15,117,016 | (19,513,769) |
Increase (decrease) in cash and cash equivalents | 2,205,566 | (48,167) | (328,551) |
Cash and cash equivalents at beginning of year | 14,706 | 62,873 | 391,424 |
Cash and cash equivalents at end of year | $ 2,220,272 | $ 14,706 | $ 62,873 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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") was incorporated in Delaware 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. The Company's executive office is located at 4510 Cox Road, Suite 201, Richmond, Virginia 23060. The Company's business is divided into two reportable operating segments, the Metals Segment and the Specialty Chemicals Segment. As of December 31, 2018, the Metals Segment operated as three reportable units including BRISMET, Palmer, and Specialty. As of January 1, 2019, the Metals Segment also includes ASTI; see Note 23 to the consolidated financial statements. Two other operations, Bristol Fab (a division of BRISMET) and Ram-Fab, LLC, were sold or closed during 2014; see Note 19. BRISMET manufactures stainless steel and special alloy pipe and tube, 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 and is comprised of 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 BRISMET, located in Bristol, Tennessee and Munhall, Pennsylvania; Palmer, located in Andrews, Texas and Specialty, located in Mineral Ridge, Ohio and Houston, Texas. The Specialty Chemicals Segment consists of two subsidiaries: MS&C which owns 100 percent of MC, located in Cleveland, Tennessee and CRI Tolling, located in Fountain Inn, South Carolina. All significant intercompany transactions have been eliminated. 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. 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 accounts for projected uncollectable amounts. 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 net realizable value. Cost is determined by either specific identification or weighted average methods. Inventory cost is adjusted when its recorded cost is below net realizable value. 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 cost. This would indicate that an adjustment would be required. In addition, the Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory. 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 not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost less any estimated scrap proceeds. The Company reserved $316,903 and $411,157 at December 31, 2018 and December 31, 2017 , 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, 2018 and December 31, 2017 , the Company had $359,505 and $285,627 , 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. Leasehold improvements are depreciated over the shorter of their useful lives or the remaining non-cancellable lease term, buildings are depreciated over a range of ten years to 40 years , and machinery, fixtures and equipment are depreciated over a range of three years 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. 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. No goodwill impairment was identified as a result of the testing procedures performed for the years ended December 31, 2018 and December 31, 2017 . Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions. Deferred charges represent other intangible assets and debt issuance costs. Intangible assets are amortized over their estimated useful lives using either an accelerated or straight-line method. Deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from three to ten years and intangible assets are amortized over a period ranging from eight to 15 years. The weighted average amortization period for the customer relationships is approximately eleven years. Deferred charges and intangible assets totaled $23,247,498 and $21,837,351 at December 31, 2018 and December 31, 2017 , respectively. Accumulated amortization of deferred charges and intangible assets as of December 31, 2018 and December 31, 2017 totaled $13,043,424 and $10,693,175 , respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets, excluding deferred charges is as follows: 2019 2,297,570 2020 2,129,528 2021 2,021,486 2022 1,790,631 2023 328,416 Thereafter 1,128,754 The Company recorded amortization expense of $2,363,277 , $2,443,117 and $2,459,787 for 2018 , 2017 and 2016 , respectively, which excludes amortization expense of debt issuance costs, which is reflected in the consolidated financial statements as interest expense. Earn-Out Liability In connection with the MUSA-Stainless acquisition on February 28, 2017, the Company is required to make contingent earn-out payments to the prior owners based on actual sales levels of stainless steel pipe and tube (outside diameter of ten inches or less). The Company determined the fair value of the earn-out liability on the acquisition date using a Monte Carlo simulation model. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. In connection with the MUSA-Galvanized acquisition on July 1, 2018, the Company is required to make quarterly earn-out payments for a period of four years following closing, based on actual sales levels of galvanized pipe and tube. The fair value of the contingent consideration was estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its standalone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines standalone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. Shipping Costs Shipping costs of approximately $9,846,616 , $7,502,945 and $4,488,041 in 2018 , 2017 and 2016 , respectively, are recorded in cost of goods sold. Research and Development Expenses The Company incurred research and development expense of approximately $548,464 , $556,181 and $603,067 in 2018 , 2017 and 2016 , respectively. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing accounts and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. 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. Earnings Per Share of Common Stock Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. 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 as of December 31, 2018 and December 31, 2017 relate to the purchase price allocation relating to the 2017 MUSA-Stainless and 2018 MUSA-Galvanized acquisitions, earn-out liabilities, nickel forward option contracts, estimating the fair value of the reporting units in testing goodwill for impairment, estimating the fair value of the interest rate swap, and providing disclosures of the fair values of financial instruments. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions, primarily for testing goodwill for impairment, determining balances for the earn-out liabilities, 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 and trade accounts receivable. Recent accounting pronouncements Recently Issued Accounting Standards - Adopted In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ". Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities 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 Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. The adoption of this Topic did not have an effect on the Company's consolidated financial statements. See Note 22 for further details. In January 2016, the FASB issued ASU No. 2016-01, " Financial Instruments (Topic 825)", to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The standard requires equity investments (except for those under the equity method of accounting) to be measured at fair value, with changes in fair value recognized in net income. The amendments in the update supersede the guidance to classify equity securities with readily determinable fair values into different categories, and require equity securities to be measured at fair value with changes recognized in net income as opposed to comprehensive income. The Company adopted ASU 2016-01 effective January 1, 2018 and the effects of this standard are included in the accompanying consolidated financial statements. The Company applied the standard by means of a cumulative effective adjustment to the balance sheet as of January 1, 2018, which resulted in a reclassification of $10,864 from Accumulated Other Comprehensive Loss to Retained Earnings. The adoption of this standard also resulted in a $2,573,000 mark-to-market valuation loss on investments in equity securities recognized in net income in 2018, which would have previously been recorded to Comprehensive Income. In January 2017, the FASB issued ASU No. 2017-01 “ Business Combinations (Topic 805): Clarifying the Definition of a Business. ” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. The Company adopted ASU 2017-01 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an effect on the Company's consolidated financial statements as of December 31, 2018. In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. The Company adopted ASU 2017-09 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an effect on the Company's consolidated financial statements as of December 31, 2018. Recently Issued Accounting Standards - Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02 "Leases (Topic 842)", as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We will adopt the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualify. On adoption, we currently expect to recognize additional operating liabilities ranging from $32,000,000 to $36,000,000 with corresponding right-of-use assets of a materially similar amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company will also record a cumulative-effect adjustment to equity totaling approximately $6,000,000 related to the derecognition of the existing deferred gain for a sale leaseback transaction that occurred in 2016 (see note 12 to the Consolidated Financial Statements). We do not expect the new standard to have a material impact on the consolidated statement of operations. In August 2018, the FASB issued ASU No. 2018-13 " Fair Value Measurement (Topic 820)" . The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently assessing the impact of adopting the updated provisions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, revolving line of credit and equity investments. Level 1 Financial 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, 2018 and December 31, 2017 , the carrying amount for cash and cash equivalents, accounts receivable, accounts payable and the Company's revolving line of credit, which is based on a variable interest rate, approximates their fair value. During 2018 , the Company recorded an unrealized loss on its Level 1 investment in equity securities of $2,572,703 which is included in "Other expense (income)" on the accompanying Consolidated Statement of Operations. The fair value of equity securities held by the Company as of December 31, 2018 and December 31, 2017 was $2,935,000 and $537,233 , respectively, and is included in “Prepaid expenses and other current assets” on the accompanying Consolidated Balance Sheets. The equity securities are classified as Level 1 financial instruments. The Company did not have any equity securities at December 31, 2016. During 2017, the Company sold shares of its equity securities investments. Proceeds from the sale totaled $4,141,564 which resulted in a realized gain of $310,043 which is included in other income on the accompanying consolidated statements of operations. As a result of the sale, unrealized gains of $555,979 , $366,346 net of taxes, were reclassified out of accumulated other comprehensive income ("AOCI") with the realized gain on sale included in earnings. The Company used the average cost method to determine the realized gain or loss for each transaction. Level 2 Financial Instruments The Company has one interest rate swap contract, which is classified as a Level 2 financial instrument as it is not actively traded and is valued using pricing models that use observable market inputs. The fair value of the interest rate swap contract entered into on August 21, 2012 was an asset of $147,465 and $127,981 at December 31, 2018 and December 31, 2017 , respectively. The interest rate swap was priced using discounted cash flow techniques. Changes in its fair value were recorded to other income (expense) with corresponding offsetting entries to current assets or liabilities, as appropriate. 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. See Note 17 for further discussion of interest rate swap. To manage the impact on earnings of fluctuating nickel prices, the Company occasionally enters into three -month forward option contracts, which are classified as Level 2. At December 31, 2018, the Company had no such contracts in place. At December 31, 2017, the Company had contracts in place with notional quantities totaling 1,351,494 pounds with strike prices ranging from $3.75 to $4.64 per pound. The fair value of the option contracts was an asset of $9,027 at December 31, 2017. The fair value of the contracts was priced using discounted cash flow techniques based on forward curves and volatility levels by asset class determined on the basis of observable market inputs, when available. Changes in their fair value were recorded to "Other expense (income)" with corresponding offsetting entries to other current assets. Level 3 Financial Instruments The fair value of contingent consideration liabilities ("earn-out") resulting from the 2017 MUSA-Stainless acquisition and 2018 MUSA-Galvanized acquisition are classified as Level 3. The fair value of the MUSA-Stainless earn-out was estimated by applying the Monte Carlo Simulation approach using management's projection of pounds to be shipped and future price per unit. The fair value of the MUSA-Galvanized earn-out was estimated by applying the probability-weighted expected return method, using management's projection of pounds to be shipped and future price per unit. Each quarter-end, the Company re-evaluates its assumptions for both earn-out liabilities and adjusts to reflect the updated fair values. Changes in the estimated fair value of the earn-out liabilities are reflected in the results of operations in the periods in which they are identified. Changes in the fair value of the earn-out liabilities may materially impact and cause volatility in the Company's operating results. There were no changes in the carrying amount of the earn-out liability for the year ended December 31, 2016. The following table presents a summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis for 2018 : MUSA Earn-Out Liabilities Balance at December 31, 2016 $ — Fair value of the earn-out liability associated with the MUSA-Stainless acquisition 4,663,783 Earn-out payments to MUSA (518,456 ) Changes in fair value during the period 688,523 Balance at December 31, 2017 $ 4,833,850 Fair value of the earn-out liability associated with the MUSA-Galvanized acquisition 3,800,298 Earn-out payments to MUSA (2,455,446 ) Changes in fair value during the period 1,430,682 Balance at December 31, 2018 $ 7,609,384 There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the years ended December 31, 2018 or December 31, 2017 . There have also been no changes in the fair value methodologies used by the Company during the years ended December 31, 2018 or December 31, 2017 . |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: 2018 2017 Land $ 62,916 $ 62,916 Leasehold improvements 1,162,942 544,186 Buildings 412,301 412,301 Machinery, fixtures and equipment 91,514,620 81,229,311 Machinery and equipment under capital lease 1,416,114 401,077 Construction-in-progress 3,643,795 2,881,654 98,212,688 85,531,445 Less accumulated depreciation 57,288,233 50,451,436 Property, plant and equipment, net $ 40,924,455 $ 35,080,009 The Company recorded depreciation expense of $6,411,900 , $5,294,695 , and $4,235,203 for 2018 , 2017 and 2016 , respectively. Accumulated depreciation includes $707,112 and $86,357 at December 31, 2018 and December 31, 2017 , respectively, for assets acquired under capital leases. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill by segment for the year ended December 31, 2018 and December 31, 2017 are as follows: Specialty Chemicals Segment Metals Segment Total Balance at December 31, 2016 $ 1,354,730 $ — $ 1,354,730 MUSA-Stainless Acquisition — 4,648,795 4,648,795 Balance at December 31, 2017 $ 1,354,730 $ 4,648,795 $ 6,003,525 MUSA-Galvanized Acquisition — 3,796,467 3,796,467 Balance at December 31, 2018 $ 1,354,730 $ 8,445,262 $ 9,799,992 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt 2018 2017 $100,000,000 Revolving line of credit, due December 20, 2021 $ 76,405,458 $ 25,913,557 On August 31, 2016, the Company amended its Credit Agreement with its bank to create a new credit facility in the form of an asset-based revolving line of credit (the "Line") in the amount of $45,000,000 . The Line was used to refinance and consolidate all previous debt agreements. The maturity date of the Line was February 28, 2019. Interest on the Line was calculated using the One Month LIBOR Rate (as defined in the Credit Agreement), plus a pre-defined spread. Borrowings under the Line were limited to an amount equal to a Borrowing Base calculation (as defined in the Credit Agreement) that includes eligible accounts receivable and inventory. Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. In the Credit Agreement, the Company's bank agreed to release its liens on the real estate properties covered by the Purchase and Sale Agreement with Store Funding, as described in Note 12. On October 30, 2017, the Company amended its Credit Agreement with its bank to increase the limit of the Line by $20,000,000 to a maximum of $65,000,000 and extended the maturity date to October 30, 2020. None of the other provisions of the Credit Agreement were changed as a result of this amendment. On June 29, 2018, the Company amended its Credit Agreement with its bank to increase the limit of the Line by $15,000,000 to a maximum of $80,000,000 . As a result of the amendment, the interest rate on the Line is now calculated using One Month LIBOR plus a spread of 1.65 percent . None of the other provisions of the Credit Agreement were changed as a result of this amendment. On December 20, 2018, the Company amended its Credit Agreement with its bank to refinance and increase its Line from $80,000,000 to $100,000,000 and to create a new 5 -year term loan in the principal amount of $20,000,000 (the “Term Loan”). The Term Loan was used to finance the purchase of substantially all of the assets of American Stainless (see Note 23). The Term Loan’s maturity date is February 1, 2024, and shall be repaid in 60 consecutive monthly installments. Interest on the Term Loan is calculated using the One Month LIBOR Rate (as defined in the Credit Agreement), plus 1.90 percent . The Line will be used for working capital needs and as a source for funding future acquisitions. The maturity date has been extended to December 20, 2021. Interest on the Line remains unchanged and is calculated using the One Month LIBOR Rate, plus 1.65 percent . Borrowings under the Line are limited to an amount equal to a Borrowing Base calculation that includes eligible accounts receivable and inventory. Covenants under the Credit Agreement include maintaining a minimum fixed charge coverage ratio, maintaining a minimum tangible net worth, and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. The Company evaluated this transaction and determined the restructuring should be accounted for as a debt modification. The Company incurred lender and third party costs associated with the debt restructuring that were capitalized on the balance sheet in non-current assets. At December 31, 2018 , the Company was in compliance with all debt covenants. The Line interest rate was 4.19 percent and 3.44 percent at December 31, 2018 and December 31, 2017 , respectively. Additionally, the Company is required to pay a fee equal to 0.15 percent on the average daily unused amount of the Line on a quarterly basis. As of December 31, 2018 , the amount available for borrowing under the Line was $93,860,450 of which $76,405,458 was borrowed, leaving $17,454,992 of availability. Average Line borrowings outstanding during fiscal 2018 and 2017 were $49,030,098 and $27,895,901 with weighted average interest rates of 4.51 percent and 3.09 percent , respectively. The Company made interest payments on all credit facilities of $1,725,150 in 2018 , $856,651 in 2017 and $826,478 in 2016 . |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: 2018 2017 Salaries, wages, and commissions 5,208,495 3,219,190 Taxes, other than income taxes 852,116 921,476 Current portion of earn-out liability 2,906,822 1,663,751 Advances from customers 177,518 184,874 Insurance 321,000 372,000 Professional fees 256,296 343,706 Warranty reserve 38,020 37,771 Benefit plans 265,605 208,717 Insurance financing liability 347,440 224,961 Current portion, capital lease obligation 267,028 76,198 Customer rebate liability 701,361 439,912 Current portion, environmental reserves — 549,000 Current portion, deferred gain sale-leaseback 334,273 334,273 Other accrued items 487,712 417,625 Total accrued expenses $ 12,163,686 $ 8,993,454 |
Environmental Compliance Costs
Environmental Compliance Costs | 12 Months Ended |
Dec. 31, 2018 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Compliance Costs | Environmental Compliance Costs 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; such actions were completed in the second quarter of 2018. In the first quarter of 2019, the Company and EPD executed an Environmental Covenant with respect to the Augusta, GA plant site. Because the Company does not anticipate material future costs associated with the corrective action efforts, no reserve was deemed necessary at December 31, 2018. At December 31, 2017, the Company had accrued $474,000 for the completion of the site-wide corrective action plan. 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. 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. There can be no assurance that any future capital and operating expenditures to maintain compliance with environmental laws, as well as costs to address contamination or environmental claims, will not exceed any current estimates or adversely affect our financial condition and results of operations. In addition, any unanticipated liabilities or obligations arising, for example, out of discovery of previously unknown conditions or changes in laws or regulations, could have an adverse effect on our business, financial condition, results of operations or cash flows. |
Deferred Compensation
Deferred Compensation | 12 Months Ended |
Dec. 31, 2018 | |
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, $116,785 at December 31, 2018 and $159,080 at December 31, 2017 , has been accrued. |
Stock Options, Stock Grants and
Stock Options, Stock Grants and New Stock Issues | 12 Months Ended |
Dec. 31, 2018 | |
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 January 01, 2016 $ 12.79 173,985 6.4 $ — 152,028 Expired $ 16.01 (937 ) 937 At December 31, 2016 $ 12.77 173,048 5.4 $ — 152,965 Exercised $ 11.55 (25,632 ) $ 78,818 Expired $ 15.26 (1,905 ) 1,905 At December 31, 2017 $ 12.96 145,511 4.6 $ 156,445 154,870 Exercised $ 12.09 (85,440 ) $ 842,742 Expired $ 16.01 (975 ) 975 At December 31, 2018 $ 14.16 59,096 4.8 $ 143,737 155,845 Exercisable options $ 13.82 49,127 4.5 $ 136,123 Options expected to vest: Grant Date Fair Value At December 31, 2016 $ 14.72 43,286 7.1 $ 6.24 Vested $ 14.35 (17,574 ) $ 5.96 Forfeited options $ 15.38 (62 ) At December 31, 2017 $ 14.72 25,650 6.5 $ 6.41 Vested $ 14.78 (15,380 ) $ 6.38 Forfeited options $ 16.01 (301 ) At December 31, 2018 $ 15.83 9,969 6.0 $ 6.44 The following table summarizes information about stock options outstanding at December 31, 2018 : 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 $ 11.35 13,402 $ 11.35 3.10 13,402 $ 11.35 $ 13.70 15,933 $ 13.70 4.10 15,933 $ 13.70 $ 14.76 8,109 $ 14.76 5.14 6,643 $ 14.76 $ 16.01 21,652 $ 16.01 6.11 13,149 $ 16.01 59,096 49,127 The 2011 Long-Term Incentive Stock Option Plan (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. 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. 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 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 2018 and 2017, options for 85,440 and 25,632 shares, respectively, were exercised by employees and directors for an aggregate exercise price of $1,033,110 and $296,050 , respectively. The proceeds received by the Company were generated from the surrender of 10,578 shares previously owned from employees and directors in 2018 and from cash received of $141,855 in 2018. No options were exercised by employees or directors in 2016. At the 2018 , 2017 and 2016 respective year ends, options to purchase 49,127 , 119,861 and 129,762 shares, respectively, with weighted average exercise prices of $13.82 , $12.45 and $12.12 , respectively, were fully exercisable. Compensation cost charged against income before taxes for the options was approximately $46,529 for 2018 , $80,966 for 2017 and $135,085 for 2016 . As of December 31, 2018 , there was $36,420 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 1.06 years. The Compensation & Long-Term Incentive Committee ("Compensation Committee") of the Board of Directors of the Company approved stock grants under the Company's 2005 Stock Awards Plan to certain management employees of the Company. The stock grants will vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the grants 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 2015 Stock Awards Plan was approved by the Compensation Committee and authorizes the issuance of up to 250,000 shares which can be awarded for a period of 10 years from the effective date of the plan. Prior to May 9, 2017, as discussed below, 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 February 19, 2016, the Compensation Committee 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. On May 5, 2016, the Compensation Committee approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 42,193 shares with a market price of $8.05 per share were granted under the Plan. On February 8, 2017, the Compensation Committee approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 44,687 shares with a market price of $12.30 per share were granted under the Plan. On February 7, 2018, the Compensation Committee approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 65,527 shares with a market price of $12.47 per share were granted under the Plan. These stock awards vest in either 20 percent or 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. Effective May 1, 2017, the Company's Board of Directors approved the First Amendment to the 2015 Stock Awards Plan. The amendment grants the Compensation Committee the authority to establish and amend vesting schedules for stock awards made pursuant to the 2015 Stock Awards Plan. On May 9, 2017, the Committee approved the amendment of the vesting schedules for the May 5, 2016 and February 8, 2017 stock grants reducing the vesting period from five years to three years . As a result of this amendment, compensation expense increased in 2017 by $75,756 and $67,180 , for the five employees receiving grants on May 5, 2016 and eight employees receiving grants on February 8, 2017, respectively. On May 17, 2018, a majority of the shareholders of the Company, upon the recommendation of the Company's Board of Directors, voted to amend and restate the 2015 Stock Awards Plan to increase the authorization of issuances from 250,000 shares to 500,000 shares. A summary of plan activity for the 2005 and 2015 Stock Awards Plans is as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 51,440 $ 15.57 Granted February 19, 2016 50,062 $ 7.51 Granted May 5, 2016 42,193 $ 8.05 Vested (21,133 ) $ 13.12 Forfeited (1,260 ) $ 17.73 Outstanding at December 31, 2016 121,302 $ 10.03 Granted February 8, 2017 44,687 $ 12.30 Vested (34,322 ) $ 10.45 Outstanding at December 31, 2017 131,667 $ 10.69 Granted February 7, 2018 65,527 $ 12.47 Vested (51,775 ) $ 10.84 Forfeited (3,245 ) $ 10.96 Outstanding at December 31, 2018 142,174 $ 11.45 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 for grants prior to May 5, 2016, with the offset recorded in Shareholders' Equity. Compensation expense on grants issued after that date is charged against earnings over 36 months. Compensation cost charged against income for the awards was approximately $780,469 , $616,571 net of income taxes, or $0.07 per share for 2018 , $557,450 , $354,538 net of income taxes, or $0.04 per share for 2017 and $324,388 , $206,311 net of income taxes, or $0.02 per share, for 2016 . As of December 31, 2018 , there was $1,077,095 of total unrecognized compensation cost related to unvested stock grants under the Company's Stock Awards Plan. The weighted average period over which the stock grant compensation cost is expected to be recognized is 1.88 years. Each year, the Company allows each non-employee director to elect to receive 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 17, 2018 , May 18, 2017 and May 5, 2016 , non-employee directors received an aggregate of 14,857 , 24,209 and 40,991 shares, respectively, of restricted stock in lieu of total retainer fees of $276,000 , $287,500 and $330,000 , 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, 2018 | |
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: 2018 2017 Deferred income tax assets: Sale leaseback deferred gain $ 1,310,850 $ 1,382,270 Inventory valuation reserves 174,377 209,745 Allowance for doubtful accounts 35,955 7,944 Inventory capitalization 1,500,710 943,203 Environmental reserves — 124,029 Warranty accrual 8,084 8,132 Deferred compensation 28,090 36,617 Accrued bonus 910,824 483,238 Accrued expenses 22,957 24,749 State net operating loss carryforwards 1,934,071 2,069,258 Equity security mark to market 622,189 3,248 Straight line lease 230,841 123,570 Other 507,997 352,520 Total deferred income tax assets 7,286,945 5,768,523 Valuation allowance (1,765,993 ) (2,087,860 ) Total net deferred income tax assets 5,520,952 3,680,663 Deferred income tax liabilities: Tax over book depreciation and amortization 5,120,533 3,971,816 Prepaid expenses 377,498 174,322 Interest rate swap 103,708 87,016 Other 172,201 83,419 Total deferred income tax liabilities 5,773,940 4,316,573 Deferred income taxes $ (252,988 ) $ (635,910 ) Significant components of the provision for income taxes from continuing operations are as follows: 2018 2017 2016 Current: Federal $ 3,468,673 $ 1,067,490 $ (980,495 ) State 290,459 106,832 190,230 Total current 3,759,132 1,174,322 (790,265 ) Deferred: Federal (107,879 ) (1,043,384 ) (1,329,302 ) State (275,043 ) 6,201 (78,433 ) Total deferred (382,922 ) (1,037,183 ) (1,407,735 ) Total $ 3,376,210 $ 137,139 $ (2,198,000 ) Tax benefit from discontinued operations amounted to $51,000 for the fiscal year ended December 31, 2016. The Company did not have any discontinued operations for 2018 and 2017. The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: 2018 2017 2016 Amount % Amount % Amount % Tax at U.S. statutory rates $ 3,459,464 21.0 % $ 502,690 34.0 % $ (3,125,382 ) 34.0 % State income taxes, net of federal tax benefit 268,924 1.6 % 65,546 4.4 % (48,842 ) 0.5 % State valuation allowance (314,505 ) (1.9 )% 8,498 0.6 % 95,961 (1.0 )% Life insurance cash surrender value — — % — — % 503,700 (5.5 )% Manufacturing exemption — — % (116,980 ) (7.9 )% — — % Stock option compensation (39,401 ) (0.2 )% 226 — % 45,929 (0.5 )% Rate change effects — — % (380,961 ) (25.8 )% — — % Other, net 1,728 — % 58,120 4.0 % 330,634 (3.6 )% Total $ 3,376,210 20.5 % $ 137,139 9.3 % $ (2,198,000 ) 23.9 % Income tax payments of $2,419,009 , $2,576,515 and $991,888 were made in 2018 , 2017 and 2016 , respectively. The Company had state net operating loss carryforwards at the end of fiscal years 2018 and 2017 of $46,511,086 and $49,711,027 , respectively. The majority of these losses will expire between the years of 2018 and 2037, while various losses are not subject to expiration. A valuation allowance has been set up against $41,742,152 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 state net operating loss carryforwards was $1,689,246 and $2,064,674 at December 31, 2018 and December 31, 2017, respectively. In addition, a $76,747 and $23,186 valuation allowance was established at December 31, 2018 and 2017 respectively, for other deferred tax assets. This resulted in a valuation allowance decrease of $321,867 all related to continuing 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 2014 or state income tax examinations for years before 2013. The Company had no uncertain tax position activity during 2018 or 2017. 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 2018. On December 22, 2017, the Tax Cuts and Jobs Act (“The Tax Act”) was signed into law by the President of the United States, enacting significant changes to the Internal Revenue Code effective January 1, 2018. The Tax Act includes a number of provisions including, but not limited to, a permanent reduction of the U.S. corporate tax rate from 35 percent to 21 percent , eliminating the deduction for domestic production activities, limiting the tax deductibility of interest expense, accelerating the expensing of certain business assets and reducing the amount of executive pay that could qualify as a tax deduction. Many effects of The Tax Act are international in nature, such as the one-time transition tax, base erosion anti-abuse tax and the global intangible low-taxed income tax, and thus would not pertain to the Company as it has no international operations. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of The Tax Act. During the fourth quarter ended December 31, 2018 the Company completed the accounting of certain income tax effects upon filing of the U.S. corporate income tax return. As a result, the Company recorded an insignificant amount of income tax expense to complete its accounting for The Tax Act, allowed under SAB 118. |
Benefit Plans and Collective Ba
Benefit Plans and Collective Bargaining Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [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 $18,500 for 2018 . 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 $24,500 for 2018 . 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. For the year ended December 31, 2015, contributions by the Company were made in cash and then used by the 401(k)/ESOP Plan Trustee to purchase Company stock. Effective January 1, 2016, contributions by the Company are made in accordance with the investment elections made by each participant for his or her deferral contributions. The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage determined each year by the Board of Directors. For 2018 , 2017 and 2016 the maximum was 100 percent of employee contributions up to a maximum of four percent of their eligible compensation. The matching contribution is applied to the employee accounts after each payroll. Matching contributions of approximately $694,795 , $608,473 and $516,991 were made for 2018 , 2017 and 2016 , 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 2018 , 2017 or 2016 . The Company also has a 401(k) and Profit Sharing Plan (the "Bristol Plan") covering all employees as part of the United Steel Workers of America, Local Union 4586 Collective Bargaining Agreement (" Bristol CBA"). Employees could contribute to the Bristol Plan up to 60 percent of pretax annual compensation, as defined in the Bristol Plan, with a maximum of $18,500 for 2018 . 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 $24,500 for 2018 . The Company contributes three percent of a participant's eligible compensation for the plan year, regardless of whether the participants contribute to the Bristol Plan. The Company's contributions were $215,778 , $174,229 and $136,763 for 2018 , 2017 and 2016 , 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 Bristol Plan. No discretionary contributions were made to the Bristol Plan in 2018 , 2017 or 2016 . In connection with the MUSA-Stainless acquisition discussed in Note 18, the Company assumed the rights and obligations pursuant to the Collective Bargaining Agreement (the "Munhall CBA") between MUSA and the United Steel Workers of America, Local Union 5852-22 (the " Munhall Union"). As a part of this Munhall CBA, the Company assumed the obligation of participating in the Steelworkers Pension Trust, a union-sponsored multi-employer defined benefit plan (the "Munhall Plan"), which covers all the Company's eligible Munhall Union employees. The Munhall Plan has a calendar plan year. Per the most recent available annual funding notice, the plan was at least 80 percent funded for the plan year ended December 31, 2017 . Per the terms of the Munhall CBA the Company contributes 4 percent of each participant's eligible compensation for the 2018 plan year. Munhall Union employees make no contributions to the Munhall Plan. The Company's contributions are less than 5 percent of total contributions to the plan based on contributions for the plan year ended December 31, 2016. The Company's contributions to the Munhall Plan totaled $129,403 and $69,245 for the years ended December 31, 2018 and December 31, 2017, respectively. Additionally, as part of the Munhall CBA, members of the union are eligible to make deferral contributions to the Company's 401(k)/ESOP Plan per the plan guidelines; however they do not receive matching contributions of the 401(k)/ESOP Plan. The Company also maintains a Collective Bargaining Agreement ( the "Mineral Ridge CBA") with the United Steel Workers of America, Local Union 4564-07, which represents employees at the Specialty-Mineral Ridge facility. In connection with the Mineral Ridge CBA, the Company contributes to union-sponsored defined contribution retirement plans. Contributions relating to these plans were approximately $32,034 , $29,042 and $22,256 for 2018 , 2017 and 2016 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | Leases On August 31, 2016, the Company and its operating subsidiaries (collectively the "Synalloy Companies") entered into a Purchase and Sale Agreement ("PSA") with Store Capital Acquisitions, LLC, a Delaware limited liability company and an affiliate of Store Capital Corporation (“Store”). Store Capital Acquisitions assigned its rights under the PSA to Store Funding prior to closing. On September 30, 2016, pursuant to the terms and conditions of the PSA, the Synalloy Companies completed the sale of their real estate properties in Tennessee, South Carolina, Texas and Ohio to Store Funding for a purchase price of $22,000,000 . The net book value of the real estate properties sold totaled $17,769,883 and the Company recognized a loss on the sale of certain locations of $2,455,347 . The Company also recognized a deferred gain of $6,685,464 on the sale of certain locations which is being amortized on the straight-line method over the initial lease term of 20 years . The deferred gain recognized during the fourth quarter of 2016 totaled $83,568 and reduced the net loss recognized at December 31, 2016 in the accompanying consolidated statements of operations to $2,371,778 . The deferred gain in each of the years ended 2018 and 2017 was $334,273 . Concurrent with the sale of its real properties, the Company leased back all real properties sold to Store Funding pursuant to a Master Lease Agreement dated September 30, 2016 (the "Master Lease"). The closing of the sale-leaseback transaction provided the Company with net proceeds (after transaction-related costs) of $21,925,000 . The net proceeds were used to pay down debt under the Company's Credit Agreement, as described in Note 5. The initial non-cancellable term of the lease was 20 years , with two renewal options of 10 years each. The lease includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or two percent . The lease met the operating lease requirements and has been accounted for as such. On June 29, 2018, the Company and Store Funding amended and restated the Master Lease, pursuant to which the Company will lease the Munhall, PA facility, purchased by Store from MUSA on June 29, 2018, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of 10 years each. The amended Master Lease includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or two percent . The Company leases office space in Spartanburg, South Carolina and Richmond, Virginia, property for a storage yard in Mineral Ridge, Ohio, manufacturing and warehouse space in Munhall, Pennsylvania and various manufacturing and office equipment at each of its locations, all under operating leases. The amount of future minimum lease payments under operating leases are as follows: 2019 3,207,053 2020 3,243,694 2021 3,238,745 2022 3,224,810 2023 3,102,815 Thereafter 45,337,403 Rent expense related to operating leases was $3,994,012 , $3,339,600 and $1,143,895 in 2018 , 2017 and 2016 , respectively. The Company leases machinery and equipment for its manufacturing facilities in Cleveland, Tennessee and Andrews, Texas under capital leases. Future minimum commitments for capital leases are as follows: 2019 $ 354,299 2020 357,733 2021 346,570 2022 18,407 2023 — Total minimum lease payments 1,077,009 Less imputed interest costs 164,826 Present value of net minimum lease payments $ 912,183 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 sheets as of December 31, 2018 and December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Management is not currently aware of any 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, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: 2018 2017 2016 Numerator: Net income (loss) from continuing operations $ 13,097,429 $ 1,341,362 $ (6,993,967 ) Net loss from discontinued operations, net of income taxes $ — $ — $ (99,334 ) Denominator: Denominator for basic earnings per share - weighted average shares 8,806,079 8,704,730 8,649,745 Effect of dilutive securities: Employee stock options and stock grants 71,530 22,757 — Denominator for diluted earnings per share - weighted average shares 8,877,609 8,727,487 8,649,745 Net earnings (loss) per share from continuing operations: Basic $ 1.49 $ 0.15 $ (0.81 ) Diluted $ 1.48 $ 0.15 $ (0.81 ) Net loss per share from discontinued operations: Basic $ — $ — $ (0.01 ) Diluted $ — $ — $ (0.01 ) 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 600 in 2018 , 86,524 in 2017 and 295,287 in 2016 , 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, 2018 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The Company's business is divided into two 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 and tube 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. 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 2016. In relation to 2017 MUSA-Stainless and 2018 MUSA-Galvanized acquisitions (see Note 18), the Metals Segment recognized goodwill of $4,648,795 in 2017 and $3,796,467 in 2018, respectively. The Specialty Chemicals Segment's identifiable assets include goodwill of $1,354,730 in 2018 and 2017 . 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 $50,617 , $37,748 and $48,000 for 2018, 2017 and 2016, respectively. Corporate assets consist principally of cash, certain investments and equipment. Segment Information: All values are for continuing operations only. 2018 2017 2016 Net sales Metals Segment $ 222,242,145 $ 152,957,195 $ 90,214,537 Specialty Chemicals Segment 58,599,274 48,190,487 48,351,245 $ 280,841,419 $ 201,147,682 $ 138,565,782 Operating income (loss) Metals Segment $ 27,543,907 $ 5,424,624 $ (4,820,374 ) Gain (loss) on sale-leaseback 239,604 239,604 (2,166,136 ) Total Metals Segment 27,783,511 5,664,228 (6,986,510 ) Specialty Chemicals Segment 3,879,405 4,295,576 4,887,143 Gain (loss) on sale-leaseback 94,669 94,669 (205,642 ) Total Specialty Chemicals Segment 3,974,074 4,390,245 4,681,501 31,757,585 10,054,473 (2,305,009 ) Unallocated corporate expenses 7,877,847 6,513,839 5,835,162 Earn-out adjustments 1,430,682 688,523 — Acquisition related costs 1,211,797 794,983 106,227 Operating income (loss) 21,237,259 2,057,128 (8,246,398 ) Interest expense 2,210,506 985,366 932,572 Change in fair value of interest rate swap (19,484 ) (96,696 ) 12,997 Other income, net 2,572,598 (310,043 ) — Income (loss) before income taxes $ 16,473,639 $ 1,478,501 $ (9,191,967 ) Identifiable assets Metals Segment $ 192,195,733 $ 130,456,857 Specialty Chemicals Segment 28,174,675 25,394,078 Corporate 8,028,438 4,023,215 $ 228,398,846 $ 159,874,150 Depreciation and amortization Metals Segment $ 7,197,814 $ 6,280,681 $ 5,132,506 Specialty Chemicals Segment 1,427,629 1,302,579 1,449,437 Corporate 149,734 154,552 113,047 $ 8,775,177 $ 7,737,812 $ 6,694,990 Capital expenditures Metals Segment $ 5,969,216 $ 3,405,552 $ 2,198,535 Specialty Chemicals Segment 1,297,762 1,649,967 475,703 Corporate 87,759 223,089 370,173 $ 7,354,737 $ 5,278,608 $ 3,044,411 Sales by product group Specialty chemicals $ 58,599,274 $ 48,190,487 $ 48,351,245 Stainless steel pipe 146,237,630 100,253,823 56,065,642 Seamless carbon steel pipe and tube 32,473,950 25,103,641 14,913,133 Liquid storage tanks and separation equipment 31,653,832 27,599,731 19,235,762 Galvanized pipe and tube 11,876,733 — — $ 280,841,419 $ 201,147,682 $ 138,565,782 Geographic sales United States $ 273,244,175 $ 196,172,279 $ 132,313,157 Elsewhere 7,597,244 4,975,403 6,252,625 $ 280,841,419 $ 201,147,682 $ 138,565,782 |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following is a summary of quarterly operations for 2018 and 2017 : First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Net sales $ 58,480,602 $ 71,893,763 $ 77,792,878 $ 72,674,176 Gross profit 11,233,418 15,716,322 14,028,366 10,259,233 Net income 3,835,163 3,677,272 5,035,558 549,436 Per common share Basic 0.44 0.42 0.57 0.06 Diluted 0.44 0.41 0.56 0.06 2017 Net sales $ 42,203,579 $ 51,511,045 $ 54,595,924 $ 52,837,134 Gross profit 7,403,579 8,177,927 4,836,620 7,662,824 Net income (loss) 701,542 829,879 (1,206,752 ) 1,016,693 Other comprehensive income (loss) — 366,346 (366,346 ) (10,864 ) Comprehensive income (loss) — 1,196,225 (1,573,098 ) 1,005,829 Per common share Basic 0.08 0.10 (0.14 ) 0.11 Diluted 0.08 0.10 (0.14 ) 0.11 |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | Interest Rate Swap As discussed in Note 5, the Company has an interest rate swap associated with its current credit facility which effectively is expected to offset variable interest in the borrowing; hedge accounting was not utilized. The notional amount of the swap was $8,250,000 and $10,500,000 at December 31, 2018 and December 31, 2017 , respectively. The fair value is recorded in current assets or liabilities, as appropriate, with corresponding changes to fair value recorded to other income (expense). The interest rate swap will remain in place for the remainder of the current credit facility's term. The Company recorded an asset of $147,465 and $ 127,981 for the fair value of the swap at December 31, 2018 and December 31, 2017 , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of the Galvanized Pipe and Tube Assets of Marcegaglia USA, Inc. On July 1, 2018, BRISMET completed the MUSA-Galvanized acquisition. The purpose of the transaction was to enhance the Company's on-going business with additional capacity and technological advantages. The transaction was funded through an increase to the Company's current credit facility (refer to Note 5). The purchase price for the transaction totaled $10,378,281 . The tangible assets purchased and liabilities assumed from MUSA include accounts receivable, inventory, equipment, and accounts payable. MUSA will receive quarterly earn-out payments for a period of four years following closing. Earn-out payments will equate to three percent of BRISMET’s galvanized steel pipe and tube revenue. As of July 1, 2018, the Company forecasted earn-out payments to be $4,244,939 , for which the Company established a fair value of $3,800,298 using a probability-weighted expected return method and a discount rate applicable to future revenue of five percent . In determining the appropriate discount rate to apply to the contingent payments, the risk associated with the functional form of the earn-out, and the credit risk associated with the payment of the earn-out were all considered. The fair value of the contingent consideration was estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. At December 31, 2018 the fair value of the earn-out totaled $3,357,800 with $990,823 of this liability classified as a current liability because the payments will be made quarterly. In the fourth quarter of 2018, management adjusted the fair value of the customer list intangible asset. Because this adjustment was determined within the measurement period, the customer list intangible was decreased by $251,000 and goodwill was increased by $251,000 . Goodwill arising from the MUSA-Galvanized transaction increased from $3,545,467 to $3,796,467 and the fair value of the customer list intangible asset was decreased from $1,424,000 to $1,173,000 . All other changes in fair value have been included as earn-out adjustments in the Company's consolidated statements of operations. The total purchase price was allocated to the acquired net tangible and identifiable intangible assets based on their estimated fair values as of July 1, 2018. The fair value assigned to the customer list intangible is being amortized on an accelerated basis over 15 years. The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets is reflected as goodwill. Goodwill consists of manufacturing cost synergies expected from combining Munhall-Galvanized's production capabilities with BRISMET's current operations. All of the goodwill recognized was assigned to the Company's Metals Segment and is expected to be deductible for income tax purposes. During the fourth quarter of 2018, the Company finalized the purchase price allocation for the MUSA-Galvanized acquisition. The following table shows the initial estimate of value and revisions made during 2018: Initial estimate Revisions Final Inventories $ 2,746,000 $ — 2,746,000 Accounts Receivable 2,187,141 — 2,187,141 Other current assets - production and maintenance supplies 746,729 — 746,729 Property, plant and equipment 4,883,847 — 4,883,847 Customer list intangible 1,424,000 (251,000 ) 1,173,000 Goodwill 3,545,467 251,000 3,796,467 Earn-out Liability (3,800,298 ) — (3,800,298 ) Accounts payable (1,051,239 ) — (1,051,239 ) Other liabilities (303,366 ) — (303,366 ) $ 10,378,281 $ — $ 10,378,281 MUSA-Galvanized's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: 2018 Net sales $ 11,876,733 Income before income taxes 64,971 The following unaudited pro-forma information is provided to present a summary of the combined results of the Company's operations with Munhall-Galvanized as if the acquisition had occurred on January 1, 2017. 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) 2018 2017 Pro-forma net sales $ 292,793,331 $ 225,375,581 Pro-forma net income (loss) $ 11,920,277 $ 20,960 Earnings (loss) per share: Basic $ 1.35 n/a Diluted $ 1.34 n/a The 2018 pro-forma calculation excludes non-recurring acquisition costs of $666,357 that were incurred by the Company during 2018. Munhall-Galvanized's historical financial results were adjusted for both years to eliminate interest expense charged by the prior owner. Pro-forma net income was reduced for both years for the amount of amortization on Munhall-Galvanized's customer list intangible and an estimated amount of interest expense associated with the additional line of credit borrowings. Acquisition of the Stainless Steel Pipe and Tube Assets of Marcegaglia USA, Inc. On December 9, 2016, BRISMET entered into a definitive agreement to acquire the stainless steel pipe and tube assets of MUSA located in Munhall, PA ("MUSA-Stainless") to enhance its on-going business with additional capacity and technological advantages. The transaction closed on February 28, 2017 and was funded through an increase to the Company's credit facility (See Note 5). The purchase price for the transaction, which excluded real estate and certain other assets, totaled $14,953,513 . The assets purchased from MUSA included inventory, production and maintenance supplies and equipment less specific identified liabilities assumed. In accordance with the agreement, on December 9, 2016, BRISMET entered into an escrow agreement and deposited $3,000,000 into the escrow fund. The deposit was remitted to MUSA at the close of the transaction and was reflected as a credit against the purchase price. The transaction was accounted for using the acquisition method of accounting for business combinations. During the fourth quarter of 2017, the Company finalized the purchase price allocation for the MUSA-Stainless acquisition. MUSA will receive quarterly earn-out payments for a period of four years following closing. Aggregate earn-out payments will be at least $3,000,000 , with no maximum. Actual payouts will equate to three percent of BRISMET’s incremental revenue, if any, from the amount of small diameter stainless steel pipe and tube (outside diameter of ten inches or less) sold. At February 28, 2017, the acquisition date, the Company forecasted earn-out payments to be $4,063,204 , which was discounted to a present value of $3,604,330 using a discount rate applicable to future revenue of five percent . In determining the appropriate discount rate to apply to the contingent payments, the risk associated with the functional form of the earn-out, the credit risk associated with the payment of the earn-out and the methodology to quantify the earn-out were all considered. The fair value of the contingent consideration was estimated by applying the Monte Carlo simulation approach using management's estimates of pounds shipped. In the second quarter of 2017, management adjusted the selling price used in the earn-out calculation associated with the MUSA-Stainless acquisition. Since this adjustment was determined within the measurement period, the beginning earn-out liability and goodwill were increased by $1,059,453 . Goodwill related to the MUSA-Stainless acquisition increased from $3,589,342 to $4,648,795 and the fair value of contingent consideration was increased from $3,604,330 to $4,663,783 . All other changes in fair value have been included as earn-out adjustments in the Company's consolidated statements of operations. The total purchase price was allocated to Munhall-Stainless' net tangible and identifiable intangible assets based on their estimated fair values as of February 28, 2017. The fair value assigned to the customer list intangible is being amortized on an accelerated basis over 15 years . The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets and liabilities is reflected as goodwill. Goodwill consists of manufacturing cost synergies expected from combining laser mill capabilities acquired as part of Munhall-Stainless with BRISMET's current operations. All of the goodwill recognized was assigned to the Company's Metals Segment and is expected to be deductible for income tax purposes. The following table shows the initial estimate of value and revisions made during 2017: Initial estimate Revisions Final Inventories $ 5,434,000 $ — $ 5,434,000 Other current assets - production and maintenance supplies 1,548,701 — 1,548,701 Equipment 7,576,733 — 7,576,733 Customer list intangible 992,000 — 992,000 Goodwill 3,589,342 1,059,453 4,648,795 Earn-out liability (3,604,330 ) (1,059,453 ) (4,663,783 ) Other liabilities assumed (582,933 ) — (582,933 ) $ 14,953,513 $ — $ 14,953,513 Munhall-Stainless' results of operations since acquisition are reflected in the Company's consolidated statements of operations. The amount of Munhall-Stainless' revenues and operating loss included in the consolidated statements of operations for the year ended December 31, 2017 was $25,766,689 and $245,408 , respectively. On March 1, 2017, pursuant to the terms and conditions of the MUSA asset purchase agreement, the Company entered into a lease agreement to lease manufacturing and warehouse space at MUSA's Munhall, PA facility for $33,333 per month for the initial lease term of 15 months . In February 2018, the lease was amended to extend the term of the lease for the period beginning June 1, 2018 and ending May 31, 2023 and includes escalating rent payments. The lease met the operating lease requirements and was accounted for as such in 2017. As part of the MUSA-Galvanized acquisition that occurred on July 1, 2018, the Company amended and restated the Master Lease, effective June 29, 2018, pursuant to which the Company leased the Munhall, PA facility, purchased by Store Funding from MUSA for the remainder of the initial term of 20 years set forth in the Master Lease (see Note 12). |
Dispositions and Closures
Dispositions and Closures | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Closures | Dispositions and Closures Associated with the closure of Bristol Fab in 2014, Bristol Fab's collective bargaining agreement with the Union expired and the Company was legally obligated to pay a withdrawal liability to the Union's pension fund of approximately $1,904,628 . This obligation was payable over 26 months ending October 1, 2016 with an interest rate of 4.51 percent . During 2016, the Company successfully completed the items and processes identified when the one-time closing charges were developed. A charge of $99,334 and $1,251,058 , net of tax respectively, was recorded as discontinued operations during 2016 and 2015 for a legal claim filed against Synalloy Fabrication. The matter was settled during 2016 and the settlement was paid in full by September 2016. As such, the facility closing reserve was zero as of December 31, 2016. Bristol Fab was reported as a part of the Metals Segment. The Company's results from discontinued operations are summarized below: 2016 Net sales $ — Loss before income taxes $ (150,334 ) Benefit from income taxes (51,000 ) Net loss from discontinued operations $ (99,334 ) |
Payment of Dividends
Payment of Dividends | 12 Months Ended |
Dec. 31, 2018 | |
Payments of Dividends [Abstract] | |
Payment of Dividends | Payment of Dividends At the end of each fiscal year the Board reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2018, the Company paid a $0.25 cash dividend on December 12, 2018 for a total of $2,250,537 . In 2017 , the Company paid a $0.13 cash dividend totaling $1,148,513 . In 2016 , no dividends were declared or paid by the Company. At the Market Offering On August 9, 2018, the Company entered into an Equity Distribution Agreement pursuant to which the Company had the ability to issue and sell, from time to time, shares of the Company’s common stock (the "Shares"), par value $1.00 per share, with aggregate gross sales proceeds of up to $10 million , through an “at-the-market” equity offering program under which BB&T Capital Markets, a division of BB&T Securities, LLC and Ladenburg Thalmann & Co. Inc. (the "Agents") were sales agents (the “ATM Program”). In 2018, the Company issued and sold 44,378 shares in connection with the ATM Program, with total net proceeds of $982,519 . The Agents received $20,470 in commission on the sales. On November 16, 2018, the Company terminated the ATM Program. The Company has not sold any shares under the ATM Offering since September 30, 2018, and will no longer offer any shares under this program. |
At the Market Offering
At the Market Offering | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
At the Market Offering | Payment of Dividends At the end of each fiscal year the Board reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2018, the Company paid a $0.25 cash dividend on December 12, 2018 for a total of $2,250,537 . In 2017 , the Company paid a $0.13 cash dividend totaling $1,148,513 . In 2016 , no dividends were declared or paid by the Company. At the Market Offering On August 9, 2018, the Company entered into an Equity Distribution Agreement pursuant to which the Company had the ability to issue and sell, from time to time, shares of the Company’s common stock (the "Shares"), par value $1.00 per share, with aggregate gross sales proceeds of up to $10 million , through an “at-the-market” equity offering program under which BB&T Capital Markets, a division of BB&T Securities, LLC and Ladenburg Thalmann & Co. Inc. (the "Agents") were sales agents (the “ATM Program”). In 2018, the Company issued and sold 44,378 shares in connection with the ATM Program, with total net proceeds of $982,519 . The Agents received $20,470 in commission on the sales. On November 16, 2018, the Company terminated the ATM Program. The Company has not sold any shares under the ATM Offering since September 30, 2018, and will no longer offer any shares under this program. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The Company operates as a manufacturer of various products, and revenue is comprised of short-term contracts with point-in-time performance obligations. As a result, the Company did not identify any differences in its recognition of revenue between Topic 606 and Topic 605. Accordingly, there was no adjustment required to opening retained earnings for the cumulative impact of adopting Topic 606 and no impact to revenues for the year-ended December 31, 2018 as a result of applying Topic 606. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Twelve Months Ended Dec 31, 2018 Dec 31, 2017 Storage tank and vessel $ 31,653,832 $ 27,599,731 Seamless carbon steel pipe and tube 32,473,950 25,103,641 Stainless steel pipe 146,237,630 100,253,823 Galvanized pipe 11,876,733 — Specialty chemicals 58,599,274 48,190,487 Total revenues $ 280,841,419 $ 201,147,682 Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its stand-alone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines stand-alone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred Revenues Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. The deferred revenue balance decreased $7,356 during 2018 to $177,518 as of December 31, 2018 due to receiving $2,597,792 in advance of satisfying our performance obligations during the period, offset by $2,605,148 of revenue that was recognized during the period after satisfying the performance obligations that were included in the beginning deferred revenue balance or received during the current period. Deferred revenues are included in "Accrued expenses" on the accompanying Consolidated Balance Sheets. Our payment terms vary by the financial strength or location of our customer and the products offered. The length of time between invoicing and when payment is due is not significant. For certain customers, payment is required before the products or services are delivered to the customer. Practical Expedients and Election When shipping and handling activities are performed after a customer obtains control of goods, the Company reflects shipping and handling activities as part of satisfying the obligation of providing goods to the customer. In some instances, the Company withholds various states' sales taxes upon shipments into those states. Accordingly, management makes an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general, and administrative expenses. The Company does not disclose the value of unsatisfied performance obligations since contracts are expected to be completed within one year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 1, 2019, Synalloy Corporation’s wholly-owned subsidiary, ASTI, completed its purchase of substantially all of American Stainless' assets and operations in Statesville and Troutman, North Carolina. The purchase price for the all-cash acquisition was approximately $22,736,854 , subject to a post-closing working capital adjustment. American Stainless will also receive quarterly earn-out payments for a period of three years following closing. Pursuant to the asset purchase agreement between ASTI and American Stainless, earn-out payments will equate to six and one-half percent ( 6.5 percent ) of ASTI’s revenue over the three -year earn-out period. Synalloy funded the acquisition with a new five -year $20,000,000 term note and a draw against its recently increased $100,000,000 asset based line of credit, both with Synalloy’s current lender. Proforma information related to this acquisition is not included in the notes to the consolidated financial statements because the initial accounting for the business combination was not complete at the time the financial statements were issued. On January 1, 2019, Synalloy Store Funding amended and restated the Master Lease, pursuant to which Synalloy will lease the properties purchased by Store from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of 10 years each. First year rent expense will be $430,000 . The lease includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or two percent . Synalloy will sublease both properties to ASTI. On February 21, 2019, the Board of Directors authorized a stock repurchase program for up to 850,000 shares of its outstanding common stock over the next twenty-four months . The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, 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, 2018 Deducted from asset account: Allowance for doubtful accounts $ 35,000 $ 240,000 $ (106,000 ) $ 169,000 Inventory reserves $ 697,000 $ 1,828,000 $ (1,849,000 ) $ 676,000 Year ended December 31, 2017 Deducted from asset account: Allowance for doubtful accounts $ 82,000 $ 202,000 $ (249,000 ) $ 35,000 Inventory reserves $ 966,000 $ 1,237,000 $ (1,506,000 ) $ 697,000 Year ended December 31, 2016 Deducted from asset account: Allowance for doubtful accounts $ 247,000 $ (45,000 ) $ (120,000 ) $ 82,000 Inventory reserves $ 682,000 $ 984,000 $ (700,000 ) $ 966,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 BRISMET, located in Bristol, Tennessee and Munhall, Pennsylvania; Palmer, located in Andrews, Texas and Specialty, located in Mineral Ridge, Ohio and Houston, Texas. The Specialty Chemicals Segment consists of two subsidiaries: MS&C which owns 100 percent of MC, located in Cleveland, Tennessee and CRI Tolling, located in Fountain Inn, South Carolina. All significant intercompany transactions have been eliminated. |
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. |
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 accounts for projected uncollectable amounts. 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 net realizable value. Cost is determined by either specific identification or weighted average methods. Inventory cost is adjusted when its recorded cost is below net realizable value. 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 cost. This would indicate that an adjustment would be required. In addition, the Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory. 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 not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost less any estimated scrap proceeds. The Company reserved $316,903 and $411,157 at December 31, 2018 and December 31, 2017 , 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, 2018 and December 31, 2017 , the Company had $359,505 and $285,627 , 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. Leasehold improvements are depreciated over the shorter of their useful lives or the remaining non-cancellable lease term, buildings are depreciated over a range of ten years to 40 years , and machinery, fixtures and equipment are depreciated over a range of three years 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. 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. No goodwill impairment was identified as a result of the testing procedures performed for the years ended December 31, 2018 and December 31, 2017 . Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions. Deferred charges represent other intangible assets and debt issuance costs. Intangible assets are amortized over their estimated useful lives using either an accelerated or straight-line method. Deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from three to ten years and intangible assets are amortized over a period ranging from eight to 15 years. The weighted average amortization period for the customer relationships is approximately eleven years. |
Earn-Out Liability | Earn-Out Liability In connection with the MUSA-Stainless acquisition on February 28, 2017, the Company is required to make contingent earn-out payments to the prior owners based on actual sales levels of stainless steel pipe and tube (outside diameter of ten inches or less). The Company determined the fair value of the earn-out liability on the acquisition date using a Monte Carlo simulation model. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. In connection with the MUSA-Galvanized acquisition on July 1, 2018, the Company is required to make quarterly earn-out payments for a period of four years following closing, based on actual sales levels of galvanized pipe and tube. The fair value of the contingent consideration was estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its standalone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines standalone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. |
Shipping Costs | Shipping Costs Shipping costs of approximately $9,846,616 , $7,502,945 and $4,488,041 in 2018 , 2017 and 2016 , 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 $548,464 , $556,181 and $603,067 in 2018 , 2017 and 2016 , respectively. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing accounts and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. 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. |
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 basic and diluted shares outstanding during each period. |
Fair Market Value | 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. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions, primarily for testing goodwill for impairment, determining balances for the earn-out liabilities, 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 and trade accounts receivable. |
Recent Accounting Pronouncements | Recent accounting pronouncements Recently Issued Accounting Standards - Adopted In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ". Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities 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 Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. The adoption of this Topic did not have an effect on the Company's consolidated financial statements. See Note 22 for further details. In January 2016, the FASB issued ASU No. 2016-01, " Financial Instruments (Topic 825)", to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The standard requires equity investments (except for those under the equity method of accounting) to be measured at fair value, with changes in fair value recognized in net income. The amendments in the update supersede the guidance to classify equity securities with readily determinable fair values into different categories, and require equity securities to be measured at fair value with changes recognized in net income as opposed to comprehensive income. The Company adopted ASU 2016-01 effective January 1, 2018 and the effects of this standard are included in the accompanying consolidated financial statements. The Company applied the standard by means of a cumulative effective adjustment to the balance sheet as of January 1, 2018, which resulted in a reclassification of $10,864 from Accumulated Other Comprehensive Loss to Retained Earnings. The adoption of this standard also resulted in a $2,573,000 mark-to-market valuation loss on investments in equity securities recognized in net income in 2018, which would have previously been recorded to Comprehensive Income. In January 2017, the FASB issued ASU No. 2017-01 “ Business Combinations (Topic 805): Clarifying the Definition of a Business. ” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. The Company adopted ASU 2017-01 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an effect on the Company's consolidated financial statements as of December 31, 2018. In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. The Company adopted ASU 2017-09 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an effect on the Company's consolidated financial statements as of December 31, 2018. Recently Issued Accounting Standards - Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02 "Leases (Topic 842)", as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We will adopt the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualify. On adoption, we currently expect to recognize additional operating liabilities ranging from $32,000,000 to $36,000,000 with corresponding right-of-use assets of a materially similar amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company will also record a cumulative-effect adjustment to equity totaling approximately $6,000,000 related to the derecognition of the existing deferred gain for a sale leaseback transaction that occurred in 2016 (see note 12 to the Consolidated Financial Statements). We do not expect the new standard to have a material impact on the consolidated statement of operations. In August 2018, the FASB issued ASU No. 2018-13 " Fair Value Measurement (Topic 820)" . The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently assessing the impact of adopting the updated provisions. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Amortization Expense for Finite-lived Intangible Assets | Estimated amortization expense for the next five fiscal years based on existing intangible assets, excluding deferred charges is as follows: 2019 2,297,570 2020 2,129,528 2021 2,021,486 2022 1,790,631 2023 328,416 Thereafter 1,128,754 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Company's Earn-Out Liability | The following table presents a summary of changes in fair value of the Company's Level 3 liabilities measured on a recurring basis for 2018 : MUSA Earn-Out Liabilities Balance at December 31, 2016 $ — Fair value of the earn-out liability associated with the MUSA-Stainless acquisition 4,663,783 Earn-out payments to MUSA (518,456 ) Changes in fair value during the period 688,523 Balance at December 31, 2017 $ 4,833,850 Fair value of the earn-out liability associated with the MUSA-Galvanized acquisition 3,800,298 Earn-out payments to MUSA (2,455,446 ) Changes in fair value during the period 1,430,682 Balance at December 31, 2018 $ 7,609,384 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: 2018 2017 Land $ 62,916 $ 62,916 Leasehold improvements 1,162,942 544,186 Buildings 412,301 412,301 Machinery, fixtures and equipment 91,514,620 81,229,311 Machinery and equipment under capital lease 1,416,114 401,077 Construction-in-progress 3,643,795 2,881,654 98,212,688 85,531,445 Less accumulated depreciation 57,288,233 50,451,436 Property, plant and equipment, net $ 40,924,455 $ 35,080,009 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill by segment for the year ended December 31, 2018 and December 31, 2017 are as follows: Specialty Chemicals Segment Metals Segment Total Balance at December 31, 2016 $ 1,354,730 $ — $ 1,354,730 MUSA-Stainless Acquisition — 4,648,795 4,648,795 Balance at December 31, 2017 $ 1,354,730 $ 4,648,795 $ 6,003,525 MUSA-Galvanized Acquisition — 3,796,467 3,796,467 Balance at December 31, 2018 $ 1,354,730 $ 8,445,262 $ 9,799,992 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | 2018 2017 $100,000,000 Revolving line of credit, due December 20, 2021 $ 76,405,458 $ 25,913,557 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: 2018 2017 Salaries, wages, and commissions 5,208,495 3,219,190 Taxes, other than income taxes 852,116 921,476 Current portion of earn-out liability 2,906,822 1,663,751 Advances from customers 177,518 184,874 Insurance 321,000 372,000 Professional fees 256,296 343,706 Warranty reserve 38,020 37,771 Benefit plans 265,605 208,717 Insurance financing liability 347,440 224,961 Current portion, capital lease obligation 267,028 76,198 Customer rebate liability 701,361 439,912 Current portion, environmental reserves — 549,000 Current portion, deferred gain sale-leaseback 334,273 334,273 Other accrued items 487,712 417,625 Total accrued expenses $ 12,163,686 $ 8,993,454 |
Stock Options, Stock Grants a_2
Stock Options, Stock Grants and New Stock Issues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 January 01, 2016 $ 12.79 173,985 6.4 $ — 152,028 Expired $ 16.01 (937 ) 937 At December 31, 2016 $ 12.77 173,048 5.4 $ — 152,965 Exercised $ 11.55 (25,632 ) $ 78,818 Expired $ 15.26 (1,905 ) 1,905 At December 31, 2017 $ 12.96 145,511 4.6 $ 156,445 154,870 Exercised $ 12.09 (85,440 ) $ 842,742 Expired $ 16.01 (975 ) 975 At December 31, 2018 $ 14.16 59,096 4.8 $ 143,737 155,845 Exercisable options $ 13.82 49,127 4.5 $ 136,123 Options expected to vest: Grant Date Fair Value At December 31, 2016 $ 14.72 43,286 7.1 $ 6.24 Vested $ 14.35 (17,574 ) $ 5.96 Forfeited options $ 15.38 (62 ) At December 31, 2017 $ 14.72 25,650 6.5 $ 6.41 Vested $ 14.78 (15,380 ) $ 6.38 Forfeited options $ 16.01 (301 ) At December 31, 2018 $ 15.83 9,969 6.0 $ 6.44 |
Stock Options by Exercise Price Range | The following table summarizes information about stock options outstanding at December 31, 2018 : 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 $ 11.35 13,402 $ 11.35 3.10 13,402 $ 11.35 $ 13.70 15,933 $ 13.70 4.10 15,933 $ 13.70 $ 14.76 8,109 $ 14.76 5.14 6,643 $ 14.76 $ 16.01 21,652 $ 16.01 6.11 13,149 $ 16.01 59,096 49,127 |
Summary of Stock Awards Plan Activity | A summary of plan activity for the 2005 and 2015 Stock Awards Plans is as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 51,440 $ 15.57 Granted February 19, 2016 50,062 $ 7.51 Granted May 5, 2016 42,193 $ 8.05 Vested (21,133 ) $ 13.12 Forfeited (1,260 ) $ 17.73 Outstanding at December 31, 2016 121,302 $ 10.03 Granted February 8, 2017 44,687 $ 12.30 Vested (34,322 ) $ 10.45 Outstanding at December 31, 2017 131,667 $ 10.69 Granted February 7, 2018 65,527 $ 12.47 Vested (51,775 ) $ 10.84 Forfeited (3,245 ) $ 10.96 Outstanding at December 31, 2018 142,174 $ 11.45 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components Deferred Tax Liabilities | Significant components of the Company's deferred tax liabilities and assets are as follows at the respective year ends: 2018 2017 Deferred income tax assets: Sale leaseback deferred gain $ 1,310,850 $ 1,382,270 Inventory valuation reserves 174,377 209,745 Allowance for doubtful accounts 35,955 7,944 Inventory capitalization 1,500,710 943,203 Environmental reserves — 124,029 Warranty accrual 8,084 8,132 Deferred compensation 28,090 36,617 Accrued bonus 910,824 483,238 Accrued expenses 22,957 24,749 State net operating loss carryforwards 1,934,071 2,069,258 Equity security mark to market 622,189 3,248 Straight line lease 230,841 123,570 Other 507,997 352,520 Total deferred income tax assets 7,286,945 5,768,523 Valuation allowance (1,765,993 ) (2,087,860 ) Total net deferred income tax assets 5,520,952 3,680,663 Deferred income tax liabilities: Tax over book depreciation and amortization 5,120,533 3,971,816 Prepaid expenses 377,498 174,322 Interest rate swap 103,708 87,016 Other 172,201 83,419 Total deferred income tax liabilities 5,773,940 4,316,573 Deferred income taxes $ (252,988 ) $ (635,910 ) |
Schedule of Components of Provision for Income Taxes | Significant components of the provision for income taxes from continuing operations are as follows: 2018 2017 2016 Current: Federal $ 3,468,673 $ 1,067,490 $ (980,495 ) State 290,459 106,832 190,230 Total current 3,759,132 1,174,322 (790,265 ) Deferred: Federal (107,879 ) (1,043,384 ) (1,329,302 ) State (275,043 ) 6,201 (78,433 ) Total deferred (382,922 ) (1,037,183 ) (1,407,735 ) Total $ 3,376,210 $ 137,139 $ (2,198,000 ) |
Reconciliation of Income Taxes Computed at U.S. Rate to Income Tax Expense | The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: 2018 2017 2016 Amount % Amount % Amount % Tax at U.S. statutory rates $ 3,459,464 21.0 % $ 502,690 34.0 % $ (3,125,382 ) 34.0 % State income taxes, net of federal tax benefit 268,924 1.6 % 65,546 4.4 % (48,842 ) 0.5 % State valuation allowance (314,505 ) (1.9 )% 8,498 0.6 % 95,961 (1.0 )% Life insurance cash surrender value — — % — — % 503,700 (5.5 )% Manufacturing exemption — — % (116,980 ) (7.9 )% — — % Stock option compensation (39,401 ) (0.2 )% 226 — % 45,929 (0.5 )% Rate change effects — — % (380,961 ) (25.8 )% — — % Other, net 1,728 — % 58,120 4.0 % 330,634 (3.6 )% Total $ 3,376,210 20.5 % $ 137,139 9.3 % $ (2,198,000 ) 23.9 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Leases | The amount of future minimum lease payments under operating leases are as follows: 2019 3,207,053 2020 3,243,694 2021 3,238,745 2022 3,224,810 2023 3,102,815 Thereafter 45,337,403 |
Schedule of Future Minimum Lease Payments Under Capital Leases | Future minimum commitments for capital leases are as follows: 2019 $ 354,299 2020 357,733 2021 346,570 2022 18,407 2023 — Total minimum lease payments 1,077,009 Less imputed interest costs 164,826 Present value of net minimum lease payments $ 912,183 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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: 2018 2017 2016 Numerator: Net income (loss) from continuing operations $ 13,097,429 $ 1,341,362 $ (6,993,967 ) Net loss from discontinued operations, net of income taxes $ — $ — $ (99,334 ) Denominator: Denominator for basic earnings per share - weighted average shares 8,806,079 8,704,730 8,649,745 Effect of dilutive securities: Employee stock options and stock grants 71,530 22,757 — Denominator for diluted earnings per share - weighted average shares 8,877,609 8,727,487 8,649,745 Net earnings (loss) per share from continuing operations: Basic $ 1.49 $ 0.15 $ (0.81 ) Diluted $ 1.48 $ 0.15 $ (0.81 ) Net loss per share from discontinued operations: Basic $ — $ — $ (0.01 ) Diluted $ — $ — $ (0.01 ) |
Industry Segments (Tables)
Industry Segments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | All values are for continuing operations only. 2018 2017 2016 Net sales Metals Segment $ 222,242,145 $ 152,957,195 $ 90,214,537 Specialty Chemicals Segment 58,599,274 48,190,487 48,351,245 $ 280,841,419 $ 201,147,682 $ 138,565,782 Operating income (loss) Metals Segment $ 27,543,907 $ 5,424,624 $ (4,820,374 ) Gain (loss) on sale-leaseback 239,604 239,604 (2,166,136 ) Total Metals Segment 27,783,511 5,664,228 (6,986,510 ) Specialty Chemicals Segment 3,879,405 4,295,576 4,887,143 Gain (loss) on sale-leaseback 94,669 94,669 (205,642 ) Total Specialty Chemicals Segment 3,974,074 4,390,245 4,681,501 31,757,585 10,054,473 (2,305,009 ) Unallocated corporate expenses 7,877,847 6,513,839 5,835,162 Earn-out adjustments 1,430,682 688,523 — Acquisition related costs 1,211,797 794,983 106,227 Operating income (loss) 21,237,259 2,057,128 (8,246,398 ) Interest expense 2,210,506 985,366 932,572 Change in fair value of interest rate swap (19,484 ) (96,696 ) 12,997 Other income, net 2,572,598 (310,043 ) — Income (loss) before income taxes $ 16,473,639 $ 1,478,501 $ (9,191,967 ) Identifiable assets Metals Segment $ 192,195,733 $ 130,456,857 Specialty Chemicals Segment 28,174,675 25,394,078 Corporate 8,028,438 4,023,215 $ 228,398,846 $ 159,874,150 Depreciation and amortization Metals Segment $ 7,197,814 $ 6,280,681 $ 5,132,506 Specialty Chemicals Segment 1,427,629 1,302,579 1,449,437 Corporate 149,734 154,552 113,047 $ 8,775,177 $ 7,737,812 $ 6,694,990 Capital expenditures Metals Segment $ 5,969,216 $ 3,405,552 $ 2,198,535 Specialty Chemicals Segment 1,297,762 1,649,967 475,703 Corporate 87,759 223,089 370,173 $ 7,354,737 $ 5,278,608 $ 3,044,411 Sales by product group Specialty chemicals $ 58,599,274 $ 48,190,487 $ 48,351,245 Stainless steel pipe 146,237,630 100,253,823 56,065,642 Seamless carbon steel pipe and tube 32,473,950 25,103,641 14,913,133 Liquid storage tanks and separation equipment 31,653,832 27,599,731 19,235,762 Galvanized pipe and tube 11,876,733 — — $ 280,841,419 $ 201,147,682 $ 138,565,782 Geographic sales United States $ 273,244,175 $ 196,172,279 $ 132,313,157 Elsewhere 7,597,244 4,975,403 6,252,625 $ 280,841,419 $ 201,147,682 $ 138,565,782 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following is a summary of quarterly operations for 2018 and 2017 : First Quarter Second Quarter Third Quarter Fourth Quarter 2018 Net sales $ 58,480,602 $ 71,893,763 $ 77,792,878 $ 72,674,176 Gross profit 11,233,418 15,716,322 14,028,366 10,259,233 Net income 3,835,163 3,677,272 5,035,558 549,436 Per common share Basic 0.44 0.42 0.57 0.06 Diluted 0.44 0.41 0.56 0.06 2017 Net sales $ 42,203,579 $ 51,511,045 $ 54,595,924 $ 52,837,134 Gross profit 7,403,579 8,177,927 4,836,620 7,662,824 Net income (loss) 701,542 829,879 (1,206,752 ) 1,016,693 Other comprehensive income (loss) — 366,346 (366,346 ) (10,864 ) Comprehensive income (loss) — 1,196,225 (1,573,098 ) 1,005,829 Per common share Basic 0.08 0.10 (0.14 ) 0.11 Diluted 0.08 0.10 (0.14 ) 0.11 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The following table shows the initial estimate of value and revisions made during 2017: Initial estimate Revisions Final Inventories $ 5,434,000 $ — $ 5,434,000 Other current assets - production and maintenance supplies 1,548,701 — 1,548,701 Equipment 7,576,733 — 7,576,733 Customer list intangible 992,000 — 992,000 Goodwill 3,589,342 1,059,453 4,648,795 Earn-out liability (3,604,330 ) (1,059,453 ) (4,663,783 ) Other liabilities assumed (582,933 ) — (582,933 ) $ 14,953,513 $ — $ 14,953,513 The following table shows the initial estimate of value and revisions made during 2018: Initial estimate Revisions Final Inventories $ 2,746,000 $ — 2,746,000 Accounts Receivable 2,187,141 — 2,187,141 Other current assets - production and maintenance supplies 746,729 — 746,729 Property, plant and equipment 4,883,847 — 4,883,847 Customer list intangible 1,424,000 (251,000 ) 1,173,000 Goodwill 3,545,467 251,000 3,796,467 Earn-out Liability (3,800,298 ) — (3,800,298 ) Accounts payable (1,051,239 ) — (1,051,239 ) Other liabilities (303,366 ) — (303,366 ) $ 10,378,281 $ — $ 10,378,281 |
Schedule of Unaudited Pro Forma Financial Information | MUSA-Galvanized's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: 2018 Net sales $ 11,876,733 Income before income taxes 64,971 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) 2018 2017 Pro-forma net sales $ 292,793,331 $ 225,375,581 Pro-forma net income (loss) $ 11,920,277 $ 20,960 Earnings (loss) per share: Basic $ 1.35 n/a Diluted $ 1.34 n/a |
Dispositions and Closures (Tabl
Dispositions and Closures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Discontinued Operations | The Company's results from discontinued operations are summarized below: 2016 Net sales $ — Loss before income taxes $ (150,334 ) Benefit from income taxes (51,000 ) Net loss from discontinued operations $ (99,334 ) |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Product Group | The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Twelve Months Ended Dec 31, 2018 Dec 31, 2017 Storage tank and vessel $ 31,653,832 $ 27,599,731 Seamless carbon steel pipe and tube 32,473,950 25,103,641 Stainless steel pipe 146,237,630 100,253,823 Galvanized pipe 11,876,733 — Specialty chemicals 58,599,274 48,190,487 Total revenues $ 280,841,419 $ 201,147,682 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Feb. 28, 2017 | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)subsidiariesreporting_unitsegments | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) |
Accounting Policies [Line Items] | ||||||||||
Number of operating segments | segments | 2 | |||||||||
Number of reportable segments | segments | 2 | |||||||||
Goodwill impairment | $ 0 | $ 0 | ||||||||
Deferred charges and intangible assets | $ 21,837,351 | 23,247,498 | 21,837,351 | |||||||
Accumulated amortization on deferred charges | 10,693,175 | 13,043,424 | 10,693,175 | |||||||
Amortization expense | 2,363,277 | 2,443,117 | $ 2,459,787 | |||||||
Shipping costs | 9,846,616 | 7,502,945 | 4,488,041 | |||||||
Research and development expense | 548,464 | 556,181 | 603,067 | |||||||
Increase in net loss from mark-to-market adjustment from loss on investments | 2,572,703 | |||||||||
Valuation loss on investments reclassified out of other comprehensive income | 1,005,829 | $ (1,573,098) | $ 1,196,225 | $ 0 | 13,097,429 | $ 1,330,498 | $ (7,093,301) | |||
Accounting Standards Update 2016-01 | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Cumulative adjustment | $ 0 | |||||||||
Increase in net loss from mark-to-market adjustment from loss on investments | $ 2,573,000 | |||||||||
Accounting Standards Update 2016-01 | Accumulated Other Comprehensive Income (Loss) | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Cumulative adjustment | 10,864 | |||||||||
Accounting Standards Update 2016-01 | Retained Earnings | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Cumulative adjustment | (10,864) | |||||||||
Accounting Standards Update 2016-02 | Retained Earnings | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Cumulative adjustment | $ 6,000,000 | |||||||||
Software Licenses | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Useful life of property, plant and equipment | 5 years | |||||||||
Customer List | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Weighted average amortization period for intangible assets | 11 years | |||||||||
Marcegalia USA, Inc. - Stainless | Customer List | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Amortization period for intangible assets | 15 years | |||||||||
Marcegalia USA, Inc. - Stainless | Earn-Out Payment | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Contingent consideration earn-out period | 4 years | |||||||||
Obsolescence Reserve | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Inventory reserves | 411,157 | $ 316,903 | $ 411,157 | |||||||
Physical Inventory Shrink Reserve | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Inventory reserves | $ 285,627 | $ 359,505 | $ 285,627 | |||||||
Minimum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Accounts receivable, payment terms | 30 days | |||||||||
Amortization period for intangible assets | 8 years | |||||||||
Minimum | Accounting Standards Update 2016-02 | Scenario, Forecast | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Right-of-use assets under operating leases | $ 32,000,000 | |||||||||
Operating lease liabilities | 32,000,000 | |||||||||
Minimum | Land Improvement and Buildings | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Useful life of property, plant and equipment | 10 years | |||||||||
Minimum | Machinery, Fixtures and Equipment | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Useful life of property, plant and equipment | 3 years | |||||||||
Minimum | Deferred Charges | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Amortization period for intangible assets | 3 years | |||||||||
Maximum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Accounts receivable, payment terms | 60 days | |||||||||
Amortization period for intangible assets | 15 years | |||||||||
Maximum | Accounting Standards Update 2016-02 | Scenario, Forecast | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Right-of-use assets under operating leases | 36,000,000 | |||||||||
Operating lease liabilities | $ 36,000,000 | |||||||||
Maximum | Land Improvement and Buildings | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Useful life of property, plant and equipment | 40 years | |||||||||
Maximum | Machinery, Fixtures and Equipment | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Useful life of property, plant and equipment | 20 years | |||||||||
Maximum | Deferred Charges | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Amortization period for intangible assets | 10 years | |||||||||
Metals Segment | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Number of reporting units | reporting_unit | 3 | |||||||||
Number of subsidiaries | subsidiaries | 3 | |||||||||
Metals Segment | Synalloy Metals, Inc. | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Ownership percentage of subsidiary | 100.00% | |||||||||
Specialty Chemicals Segment | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Number of reporting units | reporting_unit | 1 | |||||||||
Number of subsidiaries | subsidiaries | 2 | |||||||||
Specialty Chemicals Segment | Manufacturers Soap and Chemical Company | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Ownership percentage of subsidiary | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Amortization Expense of Finite Lived Intangible Assets (Details) | Dec. 31, 2018USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2019 | $ 2,297,570 |
2020 | 2,129,528 |
2021 | 2,021,486 |
2022 | 1,790,631 |
2023 | 328,416 |
Thereafter | $ 1,128,754 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)financial_instrument | Dec. 31, 2017USD ($)lb$ / lb | Dec. 31, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loss on investment in equity securities | $ 2,572,703 | ||
Proceeds from available for sale securities | 0 | $ 4,141,564 | $ 0 |
Realized gain from sale of securities | 0 | 310,043 | 0 |
Unrealized gain reclassified out of AOCI into earnings, net of taxes | $ 0 | 355,482 | $ 0 |
Derivative asset, number of instruments held | financial_instrument | 1 | ||
Level 1 inputs | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of equity securities | $ 2,935,000 | 537,233 | |
Forward Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Term of derivative contract | 3 months | ||
Commodity Option | Level 2 inputs | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset, fair value, gross asset | $ 9,027 | ||
Notional quantities of contracts in place | lb | 1,351,494 | ||
Commodity Option | Level 2 inputs | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative strike price (in usd per lb) | $ / lb | 3.75 | ||
Commodity Option | Level 2 inputs | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative strike price (in usd per lb) | $ / lb | 4.64 | ||
Term Loan | Palmer of Texas | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset, fair value, gross asset | $ 147,465 | $ 127,981 | |
Reclassification out of Accumulated Other Comprehensive Income | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gain reclassified out of AOCI into earnings | 555,979 | ||
Unrealized gain reclassified out of AOCI into earnings, net of taxes | $ 366,346 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Company's Earn-Out Liability (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Earn-out payments to MUSA | $ 2,260,984 | $ 518,456 | $ 0 |
Level 3 Inputs | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at December 31, 2017 | 4,833,850 | 0 | |
Fair value of the earn-out liability associated with the MUSA-Galvanized acquisition | 3,800,298 | 4,663,783 | |
Earn-out payments to MUSA | (2,455,446) | (518,456) | |
Change in fair value during the period | (1,430,682) | (688,523) | |
Balance at December 31, 2018 | $ 7,609,384 | $ 4,833,850 | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 98,212,688 | $ 85,531,445 | |
Less accumulated depreciation | 57,288,233 | 50,451,436 | |
Property, plant and equipment, net | 40,924,455 | 35,080,009 | |
Depreciation expense | 6,411,900 | 5,294,695 | $ 4,235,203 |
Accumulated depreciation for assets acquired under capital leases | 707,112 | 86,357 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 62,916 | 62,916 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 1,162,942 | 544,186 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 412,301 | 412,301 | |
Machinery, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 91,514,620 | 81,229,311 | |
Machinery and equipment under capital lease | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 1,416,114 | 401,077 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 3,643,795 | $ 2,881,654 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 6,003,525 | $ 1,354,730 |
Acquisitions during period | 3,796,467 | 4,648,795 |
Goodwill, end of period | 9,799,992 | 6,003,525 |
Specialty Chemicals Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 1,354,730 | 1,354,730 |
Acquisitions during period | 0 | 0 |
Goodwill, end of period | 1,354,730 | 1,354,730 |
Metals Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 4,648,795 | 0 |
Acquisitions during period | 3,796,467 | 4,648,795 |
Goodwill, end of period | $ 8,445,262 | $ 4,648,795 |
Long-term Debt (Details)
Long-term Debt (Details) | Dec. 20, 2018USD ($)debt_installments | Jun. 29, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 30, 2017USD ($) | Aug. 31, 2016USD ($) |
Revolving Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, average outstanding amount | $ 49,030,098 | $ 27,895,901 | |||||
Line of credit, weighted average interest rate | 4.51% | 3.09% | |||||
Interest payments | $ 1,725,150 | $ 856,651 | $ 826,478 | ||||
ABL Line of Credit, Due February 28, 2019 | Revolving Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 45,000,000 | ||||||
Stated interest rate | 3.44% | ||||||
ABL Line of Credit, Due October 30, 2020 | Revolving Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term debt outstanding | 76,405,458 | $ 25,913,557 | |||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | $ 80,000,000 | $ 93,860,450 | $ 65,000,000 | |||
Line of credit, increase to limit | $ 15,000,000 | $ 20,000,000 | |||||
Stated interest rate | 4.19% | ||||||
Unused capacity fee on line of credit | 0.15% | ||||||
Line of credit, amount borrowed | $ 76,405,458 | ||||||
Line of credit, remaining availability | $ 17,454,992 | ||||||
ABL Line of Credit, Due October 30, 2020 | Revolving Line of Credit | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.65% | 1.65% | |||||
Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt term | 5 years | ||||||
Principal amount of debt | $ 20,000,000 | ||||||
Repayments of debt, number of consecutive installments | debt_installments | 60 | ||||||
Term Loan | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.90% |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses | ||
Salaries, wages, and commissions | $ 5,208,495 | $ 3,219,190 |
Taxes, other than income taxes | 852,116 | 921,476 |
Current portion of earn-out liability | 2,906,822 | 1,663,751 |
Advances from customers | 177,518 | 184,874 |
Insurance | 321,000 | 372,000 |
Professional fees | 256,296 | 343,706 |
Warranty reserve | 38,020 | 37,771 |
Benefit plans | 265,605 | 208,717 |
Insurance financing liability | 347,440 | 224,961 |
Current portion, capital lease obligation | 267,028 | 76,198 |
Customer rebate liability | 701,361 | 439,912 |
Current portion, environmental reserves | 0 | 549,000 |
Current portion, deferred gain sale-leaseback | 334,273 | 334,273 |
Other accrued items | 487,712 | 417,625 |
Total accrued expenses | $ 12,163,686 | $ 8,993,454 |
Environmental Compliance Costs
Environmental Compliance Costs (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Augusta Plant | ||
Environmental Exit Cost [Line Items] | ||
Environmental remediation reserves | $ 0 | $ 474,000 |
Deferred Compensation (Details)
Deferred Compensation (Details) - Former Officers - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Minimum period of deferred compensation benefits | 10 years | |
Minimum deferred compensation benefit age | 65 years | |
Estimate of Fair Value | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Present value of vested future deferred compensation payments | $ 116,785 | $ 159,080 |
Stock Options, Stock Grants a_3
Stock Options, Stock Grants and New Stock Issues - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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) | $ 12.96 | $ 12.77 | $ 12.79 | |
Exercised, weighted average exercise price (dollars per share) | 12.09 | 11.55 | ||
Expired, weighted average exercise price (dollars per share) | 16.01 | 15.26 | 16.01 | |
Outstanding, end of year, weighted average exercise price (dollars per share) | 14.16 | $ 12.96 | $ 12.77 | $ 12.79 |
Exercisable, weighted average exercise price (dollars per share) | $ 13.82 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding, beginning of year (shares) | 145,511 | 173,048 | 173,985 | |
Exercised (shares) | (85,440) | (25,632) | ||
Expired (shares) | (975) | (1,905) | (937) | |
Outstanding, end of year (shares) | 59,096 | 145,511 | 173,048 | 173,985 |
Exercisable (shares) | 49,127 | |||
Options outstanding, weighted average contractual term | 4 years 9 months 18 days | 4 years 7 months 6 days | 5 years 4 months 24 days | 6 years 4 months 24 days |
Options exercisable, weighted average contractual term | 4 years 6 months | |||
Options outstanding, intrinsic value | $ 143,737 | $ 156,445 | $ 0 | $ 0 |
Options expired, intrinsic value | 842,742 | $ 78,818 | ||
Options exercisable, intrinsic value | $ 136,123 | |||
Options available (shares) | 155,845 | 154,870 | 152,965 | 152,028 |
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) | $ 14.72 | $ 14.72 | ||
Vested, weighted average exercise price (dollars per share) | 14.78 | 14.35 | ||
Forfeited, weighted average exercise price (dollars per share) | 16.01 | 15.38 | ||
Expected to vest, end of the year, weighted average exercise price (dollars per share) | $ 15.83 | $ 14.72 | $ 14.72 | |
Expected to vest (shares) | 25,650 | 43,286 | ||
Vested (shares) | (15,380) | (17,574) | ||
Forfeited unvested options (shares) | (301) | (62) | ||
Expected to vest (shares) | 9,969 | 25,650 | 43,286 | |
Options expected to vest, weighted average contractual term (years) | 6 years | 6 years 6 months | 7 years 1 month 6 days | |
Options expected to vest, grant date fair value (dollars per share) | $ 6.44 | $ 6.41 | $ 6.24 | |
Options expected to vest, vested, grant date fair value (dollars per share) | $ 6.38 | $ 5.96 |
Stock Options, Stock Grants a_4
Stock Options, Stock Grants and New Stock Issues - Stock Options by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of outstanding stock options (shares) | shares | 59,096 |
Number of exercisable stock options (shares) | shares | 49,127 |
$11.35 | |
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 stock options (shares) | shares | 13,402 |
Weighted average exercise price (dollars per share) | $ 11.35 |
Weighted average remaining contractual life in years | 3 years 1 month 6 days |
Number of exercisable stock options (shares) | shares | 13,402 |
Exercisable stock options, weighted average exercise price (dollars per share) | $ 11.35 |
$13.70 | |
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 stock options (shares) | shares | 15,933 |
Weighted average exercise price (dollars per share) | $ 13.70 |
Weighted average remaining contractual life in years | 4 years 1 month 6 days |
Number of exercisable stock options (shares) | shares | 15,933 |
Exercisable stock options, weighted average exercise price (dollars per share) | $ 13.70 |
$14.76 | |
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 stock options (shares) | shares | 8,109 |
Weighted average exercise price (dollars per share) | $ 14.76 |
Weighted average remaining contractual life in years | 5 years 1 month 20 days |
Number of exercisable stock options (shares) | shares | 6,643 |
Exercisable stock options, weighted average exercise price (dollars per share) | $ 14.76 |
$16.01 | |
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 stock options (shares) | shares | 21,652 |
Weighted average exercise price (dollars per share) | $ 16.01 |
Weighted average remaining contractual life in years | 6 years 1 month 9 days |
Number of exercisable stock options (shares) | shares | 13,149 |
Exercisable stock options, weighted average exercise price (dollars per share) | $ 16.01 |
Stock Options, Stock Grants a_5
Stock Options, Stock Grants and New Stock Issues - Narrative (Details) | May 17, 2018USD ($)shares | Feb. 07, 2018$ / sharesshares | May 18, 2017USD ($)shares | Feb. 08, 2017employees$ / sharesshares | May 05, 2016USD ($)employees$ / sharesshares | Feb. 19, 2016$ / sharesshares | Feb. 10, 2015$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted, weighted average fair value (dollars per share) | $ / shares | $ 6.44 | $ 6.41 | $ 6.24 | |||||||
Exercised (shares) | 85,440 | 25,632 | ||||||||
Shares of common stock purchased (shares) | 29,500 | |||||||||
Options exercisable (shares) | 49,127 | |||||||||
Options exercisable, weighted average exercise price (dollars per share) | $ / shares | $ 13.82 | |||||||||
Share-based compensation expense | $ | $ 826,998 | $ 638,416 | $ 459,473 | |||||||
Issuance of shares of common stock from the treasury (shares) | 66,632 | 58,532 | 62,124 | |||||||
Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercised (shares) | 85,440 | 25,632 | 0 | |||||||
Option exercises, aggregate exercise price | $ | $ 1,033,110 | $ 296,050 | ||||||||
Shares of common stock purchased (shares) | 10,578 | |||||||||
Cash received from previous employees | $ | $ 141,855 | |||||||||
Options exercisable (shares) | 49,127 | 119,861 | 129,762 | |||||||
Options exercisable, weighted average exercise price (dollars per share) | $ / shares | $ 13.82 | $ 12.45 | $ 12.12 | |||||||
Share-based compensation expense | $ | $ 46,529 | $ 80,966 | $ 135,085 | |||||||
Total unrecognized compensation cost | $ | $ 36,420 | |||||||||
Share-based compensation, weighted average period of recognition | 1 year 21 days | |||||||||
2011 Plan | Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options granted (shares) | 32,532 | |||||||||
Options granted, weighted average exercise price (dollars per share) | $ / shares | $ 16.01 | |||||||||
Options granted, weighted average fair value (dollars per share) | $ / shares | $ 6.39 | |||||||||
Risk free interest rate | 2.00% | |||||||||
Expected life | 7 years | |||||||||
Expected volatility rate | 46.00% | |||||||||
Expected dividend yield | 2.00% | |||||||||
2005 Stock Awards Plan | Stock Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual vesting rate | 20.00% | |||||||||
2005 Stock Awards Plan | Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ | $ 780,469 | 557,450 | 324,388 | |||||||
Total unrecognized compensation cost | $ | $ 1,077,095 | |||||||||
Share-based compensation, weighted average period of recognition | 1 year 10 months 16 days | |||||||||
Share-based compensation expense, period of recognition (years) | 60 months | |||||||||
Share-based compensation expense, net of taxes | $ | $ 616,571 | $ 354,538 | $ 206,311 | |||||||
Share-based compensation expense, net of taxes, (dollars per share) | $ / shares | $ 0.07 | $ 0.04 | $ 0.02 | |||||||
2015 Stock Awards Plan | Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual vesting rate | 20.00% | |||||||||
Number of shares authorized (shares) | 250,000 | |||||||||
Expiration period for awards | 10 years | |||||||||
Period after grant date, awards vesting begins | 1 year | |||||||||
Granted (shares) | 65,527 | 44,687 | 42,193 | 50,062 | ||||||
Granted, weighted average grant date fair value (dollars per share) | $ / shares | $ 12.47 | $ 12.30 | $ 8.05 | $ 7.51 | ||||||
Vesting period | 3 years | 5 years | ||||||||
Number of employees receiving grants | employees | 8 | 5 | ||||||||
2015 Stock Awards Plan | Stock Awards | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual vesting rate | 20.00% | |||||||||
Number of shares authorized (shares) | 250,000 | |||||||||
2015 Stock Awards Plan | Stock Awards | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual vesting rate | 33.00% | |||||||||
Number of shares authorized (shares) | 500,000 | |||||||||
Non Employee Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Issuance of shares of common stock from the treasury (shares) | 14,857 | 24,209 | 40,991 | |||||||
Annual cash retainer fees | $ | $ 276,000 | $ 287,500 | $ 330,000 | |||||||
Restricted Stock | Non Employee Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum annual retainer percent | 100.00% | |||||||||
May 5, 2016 | 2015 Stock Awards Plan | Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ | $ 75,756 | |||||||||
February 8, 2017 | 2015 Stock Awards Plan | Stock Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ | $ 67,180 |
Stock Options, Stock Grants a_6
Stock Options, Stock Grants and New Stock Issues - Stock Award Activity (Details) - Stock Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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) | 131,667 | 121,302 | 51,440 |
Vested (shares) | (51,775) | (34,322) | (21,133) |
Forfeited or expired (shares) | (3,245) | (1,260) | |
Outstanding, end of the year (shares) | 142,174 | 131,667 | 121,302 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Outstanding, beginning of the year, weighted average grant date fair value (dollars per share) | $ 10.69 | $ 10.03 | $ 15.57 |
Vested, weighted average grant date fair value (dollars per share) | 10.84 | 10.45 | 13.12 |
Forfeited or expired, weighted average grant date fair value (dollars per share) | 10.96 | 17.73 | |
Outstanding, end of the year, weighted average grant date fair value (dollars per share) | $ 11.45 | $ 10.69 | $ 10.03 |
February 19, 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (shares) | 50,062 | ||
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) | $ 7.51 | ||
May 05, 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (shares) | 42,193 | ||
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) | $ 8.05 | ||
February 08, 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (shares) | 44,687 | ||
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) | $ 12.30 | ||
February 07, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (shares) | 65,527 | ||
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) | $ 12.47 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets: | ||
Sale leaseback deferred gain | $ 1,310,850 | $ 1,382,270 |
Inventory valuation reserves | 174,377 | 209,745 |
Allowance for doubtful accounts | 35,955 | 7,944 |
Inventory capitalization | 1,500,710 | 943,203 |
Environmental reserves | 0 | 124,029 |
Warranty accrual | 8,084 | 8,132 |
Deferred compensation | 28,090 | 36,617 |
Accrued bonus | 910,824 | 483,238 |
Accrued expenses | 22,957 | 24,749 |
State net operating loss carryforwards | 1,934,071 | 2,069,258 |
Equity security mark to market | 622,189 | 3,248 |
Straight line lease | 230,841 | 123,570 |
Other | 507,997 | 352,520 |
Total deferred income tax assets | 7,286,945 | 5,768,523 |
Valuation allowance | (1,765,993) | (2,087,860) |
Total net deferred income tax assets | 5,520,952 | 3,680,663 |
Deferred income tax liabilities: | ||
Tax over book depreciation and amortization | 5,120,533 | 3,971,816 |
Prepaid expenses | 377,498 | 174,322 |
Interest rate swap | 103,708 | 87,016 |
Other | 172,201 | 83,419 |
Total deferred income tax liabilities | 5,773,940 | 4,316,573 |
Deferred income taxes | $ (252,988) | $ (635,910) |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 3,468,673 | $ 1,067,490 | $ (980,495) |
State | 290,459 | 106,832 | 190,230 |
Total current | 3,759,132 | 1,174,322 | (790,265) |
Deferred: | |||
Federal | (107,879) | (1,043,384) | (1,329,302) |
State | (275,043) | 6,201 | (78,433) |
Total deferred | (382,922) | (1,037,183) | (1,407,735) |
Total | $ 3,376,210 | $ 137,139 | $ (2,198,000) |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense Reconciliation | |||
Tax at U.S. statutory rates | $ 3,459,464 | $ 502,690 | $ (3,125,382) |
State income taxes, net of federal tax benefit | 268,924 | 65,546 | (48,842) |
State valuation allowance | (314,505) | 8,498 | 95,961 |
Life insurance cash surrender value | 0 | 0 | 503,700 |
Manufacturing exemption | 0 | (116,980) | 0 |
Stock option compensation | (39,401) | 226 | 45,929 |
Rate change effects | 0 | (380,961) | 0 |
Other, net | 1,728 | 58,120 | 330,634 |
Total | $ 3,376,210 | $ 137,139 | $ (2,198,000) |
Effective Tax Rate Reconciliation | |||
Tax at U.S. statutory rates | 21.00% | 34.00% | 34.00% |
State income taxes, net of federal tax benefit | 1.60% | 4.40% | 0.50% |
State valuation allowance | (1.90%) | 0.60% | (1.00%) |
Life insurance cash surrender value | 0.00% | 0.00% | (5.50%) |
Manufacturing exemption | 0.00% | (7.90%) | 0.00% |
Stock option compensation | (0.20%) | 0.00% | (0.50%) |
Rate change effects | 0.00% | (25.80%) | 0.00% |
Other, net | 0.00% | 4.00% | (3.60%) |
Total | 20.50% | 9.30% | 23.90% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosures [Line Items] | |||
Income tax payments | $ 2,419,009 | $ 2,576,515 | $ 991,888 |
Continuing Operations | |||
Income Tax Disclosures [Line Items] | |||
Decrease in valuation allowance during the period | 321,867 | ||
State Jurisdiction | |||
Income Tax Disclosures [Line Items] | |||
Net operating loss carryforwards | 46,511,086 | 49,711,027 | |
Portion of NOL subject to valuation allowance | 41,742,152 | ||
Valuation allowance for net operating loss carrryforwards | 1,689,246 | 2,064,674 | |
Valuation Allowance, Other Deferred Tax Assets | |||
Income Tax Disclosures [Line Items] | |||
Valuation allowance for net operating loss carrryforwards | $ 76,747 | $ 23,186 |
Benefit Plans and Collective _2
Benefit Plans and Collective Bargaining Agreements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Total employer contributions to plans under collective-bargaining arrangements | $ 32,034 | $ 29,042 | $ 22,256 |
401(k) Employee Stock Ownership Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee maximum contribution percentage | 100.00% | ||
Employee maximum contribution amount | $ 18,500 | ||
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | ||
Employee additional contribution eligible under Economic Growth and Tax Relief Reconciliation Act | $ 6,000 | ||
Employee maximum contribution eligible under Economic Growth and Tax Relief Reconciliation Act | $ 24,500 | ||
Employer maximum contribution percentage match | 100.00% | ||
Matching percentage by employer of employees' gross pay | 4.00% | ||
Matching contributions made by employer | $ 694,795 | 608,473 | 516,991 |
Employer discretionary contribution | $ 0 | 0 | 0 |
401(k) and Profit Sharing Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee maximum contribution percentage | 60.00% | ||
Employee maximum contribution amount | $ 18,500 | ||
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | ||
Employee additional contribution eligible under Economic Growth and Tax Relief Reconciliation Act | $ 6,000 | ||
Employee maximum contribution eligible under Economic Growth and Tax Relief Reconciliation Act | $ 24,500 | ||
Employer contribution as a percentage of participant's eligible compensation | 3.00% | ||
Matching contributions made by employer | $ 215,778 | 174,229 | 136,763 |
Employer discretionary contribution | $ 0 | 0 | $ 0 |
Maximum | Other Pension, Postretirement and Supplemental Plans | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Funding percentage under defined benefit plans | 80.00% | ||
Employer contribution percentage of each participant's eligible compensation | 4.00% | ||
Employer's contribution percentage of total contributions | 5.00% | ||
Employer contributions to defined benefit plans | $ 129,403 | $ 69,245 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2016USD ($)renewal_option | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 29, 2018renewal_option |
Leases [Abstract] | ||||||
Gross proceeds from sale of properties accounted for as sale leaseback transactions | $ 22,000,000 | |||||
Net book value of real estate properties sold | 17,769,883 | |||||
Loss recognized on sale of properties accounted for as sale leaseback transactions | 2,455,347 | $ (334,273) | $ (334,273) | $ 2,371,778 | ||
Gross deferred gain recognized on properties accounted for as sale leaseback transactions | $ 6,685,464 | |||||
Initial lease term for properties under sale leaseback transactions | P20Y | |||||
Current period deferred gain recognized on properties accounted for as sale leaseback transactions | $ 83,568 | 334,273 | 334,273 | 83,569 | ||
Net proceeds from sale of properties accounted for as sale leaseback transactions | $ 21,925,000 | |||||
Number of renewal options under sale leaseback transactions | renewal_option | 2 | |||||
Rent escalator for sale leaseback transactions | 1.25 | |||||
Sale lease back transaction, maximum rent escalator percentage | 2.00% | |||||
Initial term of operating lease | 20 years | |||||
Number of renewal options for operating leases | renewal_option | 2 | |||||
Number of years in each renewal term for operating leases | 10 years | 10 years | ||||
Rent escalator under operating leases | 125.00% | |||||
Maximum rent escalator percentage for operating leases | 2.00% | |||||
Operating lease rent expense | $ 3,994,012 | $ 3,339,600 | $ 1,143,895 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) | Dec. 31, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 3,207,053 |
2020 | 3,243,694 |
2021 | 3,238,745 |
2022 | 3,224,810 |
2023 | 3,102,815 |
Thereafter | $ 45,337,403 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) | Dec. 31, 2018USD ($) |
Capital Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | |
2019 | $ 354,299 |
2020 | 357,733 |
2021 | 346,570 |
2022 | 18,407 |
2023 | 0 |
Total minimum lease payments | 1,077,009 |
Less imputed interest costs | 164,826 |
Present value of net minimum lease payments | $ 912,183 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net (loss) income from continuing operations | $ 13,097,429 | $ 1,341,362 | $ (6,993,967) | ||||||||
Net loss from discontinued operations, net of income taxes | $ 0 | $ 0 | $ (99,334) | ||||||||
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted average shares (shares) | 8,806,079 | 8,704,730 | 8,649,745 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options and stock grants (shares) | 71,530 | 22,757 | 0 | ||||||||
Denominator for diluted earnings per share - weighted average shares (shares) | 8,877,609 | 8,727,487 | 8,649,745 | ||||||||
Net income (loss) per common share from continuing operations: | |||||||||||
Basic (dollars per share) | $ 0.06 | $ 0.57 | $ 0.42 | $ 0.44 | $ 0.11 | $ (0.14) | $ 0.10 | $ 0.08 | $ 1.49 | $ 0.15 | $ (0.81) |
Diluted (dollars per share) | $ 0.06 | $ 0.56 | $ 0.41 | $ 0.44 | $ 0.11 | $ (0.14) | $ 0.10 | $ 0.08 | 1.48 | 0.15 | (0.81) |
Net loss per share from discontinued operations: | |||||||||||
Basic (dollars per share) | 0 | 0 | (0.01) | ||||||||
Diluted (dollars per share) | $ 0 | $ 0 | $ (0.01) | ||||||||
Antidilutive securities excluded from earnings per share calculation (shares) | 600 | 86,524 | 295,287 |
Industry Segments - Narrative (
Industry Segments - Narrative (Details) | 12 Months Ended | ||||||
Dec. 31, 2018USD ($)reporting_unitsegments | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Feb. 28, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Number of operating segments | segments | 2 | ||||||
Number of reportable segments | segments | 2 | ||||||
Goodwill | $ 9,799,992 | $ 6,003,525 | $ 1,354,730 | ||||
Metals Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of reporting units | reporting_unit | 3 | ||||||
Goodwill | $ 8,445,262 | 4,648,795 | 0 | ||||
Specialty Chemicals Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of reporting units | reporting_unit | 1 | ||||||
Goodwill | $ 1,354,730 | 1,354,730 | 1,354,730 | ||||
Marcegalia USA, Inc. - Stainless | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill | 4,648,795 | $ 4,648,795 | $ 3,589,342 | $ 3,589,342 | |||
Marcegalia USA, Inc. - Stainless | Metals Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill | 4,648,795 | ||||||
Marcegalia USA, Inc. - Galvanized | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill | 3,796,467 | $ 3,545,467 | |||||
Marcegalia USA, Inc. - Galvanized | Metals Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill | $ 3,796,467 | ||||||
BRISMET, Palmer and Specialty | Metals Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Ownership percentage of subsidiary | 100.00% | ||||||
Manufacturers Soap and Chemical Company | Specialty Chemicals Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Ownership percentage of subsidiary | 100.00% | ||||||
Corporate, Non-Segment | |||||||
Segment Reporting Information [Line Items] | |||||||
Environmental charges | $ 50,617 | $ 37,748 | $ 48,000 |
Industry Segments - Segment Inf
Industry Segments - Segment Information (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | $ 72,674,176 | $ 77,792,878 | $ 71,893,763 | $ 58,480,602 | $ 52,837,134 | $ 54,595,924 | $ 51,511,045 | $ 42,203,579 | $ 280,841,419 | $ 201,147,682 | $ 138,565,782 | |
Gain (loss) on sale-leaseback | $ (2,455,347) | 334,273 | 334,273 | (2,371,778) | ||||||||
Earn-out adjustments | 1,430,682 | 688,523 | 0 | |||||||||
Operating income (loss) | 21,237,259 | 2,057,128 | (8,246,398) | |||||||||
Acquisition related costs | 1,211,797 | 794,983 | 106,227 | |||||||||
Interest expense | 2,210,506 | 985,366 | 932,572 | |||||||||
Change in fair value of interest rate swap | (19,484) | (96,696) | 12,997 | |||||||||
Other income, net | 2,572,598 | (310,043) | 0 | |||||||||
Income (loss) before income taxes | 16,473,639 | 1,478,501 | (9,191,967) | |||||||||
Identifiable assets | 228,398,846 | 159,874,150 | 228,398,846 | 159,874,150 | ||||||||
Depreciation and amortization | 8,775,177 | 7,737,812 | 6,694,990 | |||||||||
Capital expenditures | 7,354,737 | 5,278,608 | 3,044,411 | |||||||||
United States | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 273,244,175 | 196,172,279 | 132,313,157 | |||||||||
Elsewhere | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 7,597,244 | 4,975,403 | 6,252,625 | |||||||||
Specialty chemicals | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 58,599,274 | 48,190,487 | 48,351,245 | |||||||||
Stainless steel pipe | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 146,237,630 | 100,253,823 | 56,065,642 | |||||||||
Seamless carbon steel pipe and tube | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 32,473,950 | 25,103,641 | 14,913,133 | |||||||||
Liquid storage tanks and separation equipment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 31,653,832 | 27,599,731 | 19,235,762 | |||||||||
Galvanized pipe and tube | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 11,876,733 | 0 | 0 | |||||||||
Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 280,841,419 | 201,147,682 | 138,565,782 | |||||||||
Operating income (loss) | 31,757,585 | 10,054,473 | (2,305,009) | |||||||||
Corporate, Non-Segment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Unallocated corporate expenses | 7,877,847 | 6,513,839 | 5,835,162 | |||||||||
Earn-out adjustments | 1,430,682 | 688,523 | 0 | |||||||||
Operating income (loss) | 21,237,259 | 2,057,128 | (8,246,398) | |||||||||
Acquisition related costs | 1,211,797 | 794,983 | 106,227 | |||||||||
Interest expense | 2,210,506 | 985,366 | 932,572 | |||||||||
Change in fair value of interest rate swap | (19,484) | (96,696) | 12,997 | |||||||||
Other income, net | 2,572,598 | (310,043) | 0 | |||||||||
Income (loss) before income taxes | 16,473,639 | 1,478,501 | (9,191,967) | |||||||||
Identifiable assets | 8,028,438 | 4,023,215 | 8,028,438 | 4,023,215 | ||||||||
Depreciation and amortization | 149,734 | 154,552 | 113,047 | |||||||||
Capital expenditures | 87,759 | 223,089 | 370,173 | |||||||||
Metals Segment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating income (loss) | 27,783,511 | 5,664,228 | (6,986,510) | |||||||||
Metals Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 222,242,145 | 152,957,195 | 90,214,537 | |||||||||
Operating income (loss) | 27,543,907 | 5,424,624 | (4,820,374) | |||||||||
Gain (loss) on sale-leaseback | 239,604 | 239,604 | (2,166,136) | |||||||||
Identifiable assets | 192,195,733 | 130,456,857 | 192,195,733 | 130,456,857 | ||||||||
Depreciation and amortization | 7,197,814 | 6,280,681 | 5,132,506 | |||||||||
Capital expenditures | 5,969,216 | 3,405,552 | 2,198,535 | |||||||||
Specialty Chemicals Segment | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating income (loss) | 3,974,074 | 4,390,245 | 4,681,501 | |||||||||
Specialty Chemicals Segment | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Net sales | 58,599,274 | 48,190,487 | 48,351,245 | |||||||||
Operating income (loss) | 3,879,405 | 4,295,576 | 4,887,143 | |||||||||
Gain (loss) on sale-leaseback | 94,669 | 94,669 | (205,642) | |||||||||
Identifiable assets | $ 28,174,675 | $ 25,394,078 | 28,174,675 | 25,394,078 | ||||||||
Depreciation and amortization | 1,427,629 | 1,302,579 | 1,449,437 | |||||||||
Capital expenditures | $ 1,297,762 | $ 1,649,967 | $ 475,703 |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 72,674,176 | $ 77,792,878 | $ 71,893,763 | $ 58,480,602 | $ 52,837,134 | $ 54,595,924 | $ 51,511,045 | $ 42,203,579 | $ 280,841,419 | $ 201,147,682 | $ 138,565,782 |
Gross profit | 10,259,233 | 14,028,366 | 15,716,322 | 11,233,418 | 7,662,824 | 4,836,620 | 8,177,927 | 7,403,579 | 51,237,339 | 28,080,950 | 16,904,479 |
Net income (loss) | $ 549,436 | $ 5,035,558 | $ 3,677,272 | $ 3,835,163 | 1,016,693 | (1,206,752) | 829,879 | 701,542 | 13,097,429 | 1,341,362 | (7,093,301) |
Other comprehensive income (loss) | (10,864) | (366,346) | 366,346 | 0 | (10,864) | ||||||
Comprehensive income (loss) | $ 1,005,829 | $ (1,573,098) | $ 1,196,225 | $ 0 | $ 13,097,429 | $ 1,330,498 | $ (7,093,301) | ||||
Per common share | |||||||||||
Basic (dollars per share) | $ 0.06 | $ 0.57 | $ 0.42 | $ 0.44 | $ 0.11 | $ (0.14) | $ 0.10 | $ 0.08 | $ 1.49 | $ 0.15 | $ (0.81) |
Diluted (dollars per share) | $ 0.06 | $ 0.56 | $ 0.41 | $ 0.44 | $ 0.11 | $ (0.14) | $ 0.10 | $ 0.08 | $ 1.48 | $ 0.15 | $ (0.81) |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - Interest Rate Swap - Palmer of Texas - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Term Loan | ||
Derivative [Line Items] | ||
Interest rate swap asset | $ 147,465 | $ 127,981 |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Interest rate swap, notional amount | $ 8,250,000 | $ 10,500,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Jul. 01, 2018 | Mar. 01, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 29, 2018 | Mar. 31, 2017 | Dec. 09, 2016 |
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | $ 1,211,797 | $ 794,983 | $ 106,227 | ||||||||||
Goodwill | $ 9,799,992 | $ 9,799,992 | $ 6,003,525 | 9,799,992 | 6,003,525 | 1,354,730 | |||||||
Lease term | 20 years | ||||||||||||
Level 3 Inputs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair value of earn-out liability | 7,609,384 | 7,609,384 | 4,833,850 | 7,609,384 | 4,833,850 | $ 0 | |||||||
Marcegalia USA, Inc. - Galvanized | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | $ 10,378,281 | ||||||||||||
Contingent consideration earn-out period | 4 years | ||||||||||||
Percentage of earn-out payments | 3.00% | ||||||||||||
Forecasted earn-out payments | $ 4,244,939 | ||||||||||||
Fair value of earn-out payments | 3,800,298 | 3,800,298 | 3,800,298 | 3,800,298 | |||||||||
Purchase accounting adjustment for intangible assets | 251,000 | 251,000 | |||||||||||
Goodwill, purchase accounting adjustments | 251,000 | 251,000 | |||||||||||
Goodwill | 3,545,467 | 3,796,467 | 3,796,467 | 3,796,467 | |||||||||
Intangible assets | $ 1,424,000 | 1,173,000 | 1,173,000 | 1,173,000 | |||||||||
Net sales | 11,876,733 | ||||||||||||
Income before income taxes | 64,971 | ||||||||||||
Marcegalia USA, Inc. - Galvanized | Acquisition-related Costs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition related costs | 666,357 | ||||||||||||
Marcegalia USA, Inc. - Galvanized | Customer List | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortization period for intangible assets | 15 years | ||||||||||||
Marcegalia USA, Inc. - Galvanized | Level 3 Inputs | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair value of earn-out liability | 3,357,800 | 3,357,800 | 3,357,800 | ||||||||||
Marcegalia USA, Inc. - Galvanized | Level 3 Inputs | Other Current Liabilities | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair value of earn-out liability | $ 990,823 | $ 990,823 | $ 990,823 | ||||||||||
Marcegalia USA, Inc. - Galvanized | Measurement Input, Discount Rate | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Discount rate applied to earn-out payments | 0.05 | ||||||||||||
Marcegalia USA, Inc. - Stainless | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | $ 14,953,513 | ||||||||||||
Fair value of earn-out payments | 3,604,330 | $ 4,663,783 | 4,663,783 | 4,663,783 | $ 3,604,330 | ||||||||
Goodwill, purchase accounting adjustments | 1,059,453 | ||||||||||||
Goodwill | 3,589,342 | 4,648,795 | 4,648,795 | 4,648,795 | $ 3,589,342 | ||||||||
Intangible assets | $ 992,000 | 992,000 | 992,000 | ||||||||||
Escrow deposit | $ 3,000,000 | ||||||||||||
Goodwill and earn-out liability, provisional adjustment | $ 1,059,453 | $ 1,059,453 | |||||||||||
Net sales | 25,766,689 | ||||||||||||
Income before income taxes | $ 245,408 | ||||||||||||
Monthly lease payment | $ 33,333 | ||||||||||||
Lease term | 15 months | ||||||||||||
Marcegalia USA, Inc. - Stainless | Earn-Out Payment | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration earn-out period | 4 years | ||||||||||||
Percentage of earn-out payments | 3.00% | ||||||||||||
Forecasted earn-out payments | $ 4,063,204 | ||||||||||||
Contingent consideration payment, lower limit | 3,000,000 | ||||||||||||
Estimated earn out payments, discounted | $ 3,604,330 | ||||||||||||
Discount rate applicable to future revenue | 5.00% | ||||||||||||
Marcegalia USA, Inc. - Stainless | Customer List | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortization period for intangible assets | 15 years |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Identified and Liabilities Assumed (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | |||||
Dec. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 01, 2018 | Mar. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 9,799,992 | $ 9,799,992 | $ 6,003,525 | $ 1,354,730 | ||||
Marcegalia USA, Inc. - Galvanized | ||||||||
Business Acquisition [Line Items] | ||||||||
Inventories | 2,746,000 | 2,746,000 | $ 2,746,000 | |||||
Accounts Receivable | 2,187,141 | 2,187,141 | 2,187,141 | |||||
Other current assets - production and maintenance supplies | 746,729 | 746,729 | 746,729 | |||||
Property, plant and equipment | 4,883,847 | 4,883,847 | 4,883,847 | |||||
Customer list intangible | 1,173,000 | 1,173,000 | 1,424,000 | |||||
Customer list intangible, purchase accounting adjustments | (251,000) | (251,000) | ||||||
Goodwill | 3,796,467 | 3,796,467 | 3,545,467 | |||||
Goodwill, purchase accounting adjustments | 251,000 | 251,000 | ||||||
Earn-out Liability | (3,800,298) | (3,800,298) | (3,800,298) | |||||
Accounts payable | (1,051,239) | (1,051,239) | (1,051,239) | |||||
Other liabilities | (303,366) | (303,366) | (303,366) | |||||
Total goodwill, assets and liabilities acquired, net | $ 10,378,281 | 10,378,281 | $ 10,378,281 | |||||
Total revisions and adjustments | $ 0 | |||||||
Marcegalia USA, Inc. - Stainless | ||||||||
Business Acquisition [Line Items] | ||||||||
Inventories | 5,434,000 | $ 5,434,000 | ||||||
Other current assets - production and maintenance supplies | 1,548,701 | 1,548,701 | ||||||
Property, plant and equipment | 7,576,733 | 7,576,733 | ||||||
Customer list intangible | 992,000 | 992,000 | ||||||
Goodwill | $ 4,648,795 | 4,648,795 | $ 3,589,342 | 3,589,342 | ||||
Goodwill, purchase accounting adjustments | 1,059,453 | |||||||
Earn-out Liability | (4,663,783) | (4,663,783) | $ (3,604,330) | (3,604,330) | ||||
Earn-out liability revision | $ (1,059,453) | (1,059,453) | ||||||
Other liabilities | (582,933) | (582,933) | ||||||
Total goodwill, assets and liabilities acquired, net | 14,953,513 | $ 14,953,513 | ||||||
Total revisions and adjustments | $ 0 |
Acquisitions - Results of Opera
Acquisitions - Results of Operations Since Acquisition (Details) - Marcegalia USA, Inc. - Galvanized | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 11,876,733 |
Income before income taxes | $ 64,971 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Marcegalia USA, Inc. - Galvanized - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Pro-forma net sales | $ 292,793,331 | $ 225,375,581 |
Pro-forma net income (loss) | $ 11,920,277 | $ 20,960 |
Earnings per share: | ||
Basic (dollars per share) | $ 1.35 | |
Diluted (dollars per share) | $ 1.34 |
Dispositions and Closures (Deta
Dispositions and Closures (Details) - USD ($) | Jul. 01, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 01, 2016 | Jun. 27, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Loss before income taxes | $ 0 | $ 0 | $ (99,334) | ||||
Bristol Fab | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Pension withdrawal liability | $ 1,904,628 | ||||||
Bristol Fab and Ram-fab | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net sales | 0 | ||||||
Loss before income taxes | (150,334) | ||||||
Benefit from income taxes | (51,000) | ||||||
Net loss from discontinued operations | (99,334) | ||||||
Pending Litigation | Synalloy Fabrication, LLC Customer Breach of Contract Case | Bristol Fab | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Litigation damages sought | 99,334 | $ 1,251,058 | |||||
Accrued legal expenses | $ 0 | ||||||
Withdrawal from Multiemployer Defined Benefit Plan | Bristol Fab | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Debt term | 26 months | ||||||
Stated interest rate | 4.51% |
Payment of Dividends (Details)
Payment of Dividends (Details) - USD ($) | Dec. 12, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payments of Dividends [Abstract] | ||||
Dividends paid (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.13 | |
Total outlay for dividends | $ 2,250,537 | $ 1,148,513 | $ 0 |
At the Market Offering (Details
At the Market Offering (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Aug. 09, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 1 | $ 1 | |
Number of shares issued in transaction (shares) | 44,378 | ||
Value of shares issued | $ 982,521 | ||
At-The-Market Program | BB&T Capital Markets | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 1 | ||
Aggregate offering price, up to | $ 10,000,000 | ||
Number of shares issued in transaction (shares) | 44,378 | ||
Value of shares issued | $ 982,519 | ||
Payments for commissions | $ 20,470 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated Revenues by Source (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 72,674,176 | $ 77,792,878 | $ 71,893,763 | $ 58,480,602 | $ 52,837,134 | $ 54,595,924 | $ 51,511,045 | $ 42,203,579 | $ 280,841,419 | $ 201,147,682 | $ 138,565,782 |
Storage tank and vessel | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 31,653,832 | 27,599,731 | |||||||||
Seamless carbon steel pipe and tube | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 32,473,950 | 25,103,641 | |||||||||
Stainless steel pipe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 146,237,630 | 100,253,823 | |||||||||
Galvanized pipe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 11,876,733 | 0 | |||||||||
Specialty chemicals | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 58,599,274 | $ 48,190,487 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Decrease in deferred revenue balance | $ 7,356 | |
Advances from customers | 177,518 | $ 184,874 |
Payments received in advance of satisfying performance obligations | 2,597,792 | |
Deferred revenue, revenue recognized in period | $ 2,605,148 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 21, 2019shares | Jan. 01, 2019USD ($)renewal_option | Dec. 20, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 29, 2018USD ($)renewal_option | Oct. 30, 2017USD ($) | Sep. 30, 2016 |
Subsequent Event [Line Items] | |||||||
Initial term of operating lease | 20 years | ||||||
Number of renewal options for operating leases | renewal_option | 2 | ||||||
Number of years in each renewal term for operating leases | 10 years | 10 years | |||||
Rent expense under operating leases due in first year | $ 3,207,053 | ||||||
Rent escalator under operating leases | 125.00% | ||||||
Maximum rent escalator percentage for operating leases | 2.00% | ||||||
Term Loan | |||||||
Subsequent Event [Line Items] | |||||||
Debt term | 5 years | ||||||
Principal amount of debt | $ 20,000,000 | ||||||
ABL Line of Credit, Due October 30, 2020 | Revolving Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | $ 93,860,450 | $ 80,000,000 | $ 65,000,000 | |||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Initial term of operating lease | 20 years | ||||||
Number of renewal options for operating leases | renewal_option | 2 | ||||||
Number of years in each renewal term for operating leases | 10 years | ||||||
Rent expense under operating leases due in first year | $ 430,000 | ||||||
Rent escalator under operating leases | 125.00% | ||||||
Maximum rent escalator percentage for operating leases | 2.00% | ||||||
Number of shares authorized to be repurchased (shares) | shares | 850,000 | ||||||
Period for shares to be repurchased | 24 months | ||||||
Subsequent Event | Term Loan | |||||||
Subsequent Event [Line Items] | |||||||
Debt term | 5 years | ||||||
Principal amount of debt | $ 20,000,000 | ||||||
Subsequent Event | American Stainless Tubing, Inc. | American Stainless | |||||||
Subsequent Event [Line Items] | |||||||
Purchase price | $ 22,736,854 | ||||||
Contingent consideration earn-out period | 3 years | ||||||
Subsequent Event | American Stainless Tubing, Inc. | American Stainless | Earn-Out Payment | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of earn-out payments | 6.50% |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 35 | $ 82 | $ 247 |
Charged to (Reduction of) Cost and Expenses | 240 | 202 | (45) |
Deductions | (106) | (249) | (120) |
Balance at End of Period | 169 | 35 | 82 |
Inventory reserves | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 697 | 966 | 682 |
Charged to (Reduction of) Cost and Expenses | 1,828 | 1,237 | 984 |
Deductions | (1,849) | (1,506) | (700) |
Balance at End of Period | $ 676 | $ 697 | $ 966 |