Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Synalloy Corporation | |
Entity Central Index Key | 0000095953 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,994,850 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Entity Current Reporting Status | Yes | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Smaller Reporting Company | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 23,760 | $ 2,220,272 |
Accounts receivable, less allowance for doubtful accounts | 43,685,225 | 41,065,251 |
Inventories, net | 110,416,242 | 114,201,386 |
Prepaid expenses and other current assets | 13,298,733 | 9,983,416 |
Total current assets | 167,423,960 | 167,470,325 |
Non-current assets | ||
Property, plant and equipment, net of accumulated | 41,769,975 | 40,924,455 |
Right-of-use assets, operating leases, net | 36,428,751 | |
Goodwill | 17,557,620 | 9,799,992 |
Intangible assets, net of accumulated amortization | 17,457,328 | 9,696,112 |
Deferred charges, net | 428,037 | 507,962 |
Total assets | 281,065,671 | 228,398,846 |
Current liabilities | ||
Accounts payable | 28,960,431 | 25,073,698 |
Accrued expenses and other current liabilities | 13,376,472 | 12,163,686 |
Current portion of long-term debt | 4,000,000 | 0 |
Current portion of operating lease liabilities | 3,526,011 | |
Current portion of finance lease liabilities | 248,589 | |
Total current liabilities | 50,111,503 | 37,237,384 |
Long-term debt | 81,670,402 | 76,405,458 |
Deferred income taxes | 1,388,985 | 252,988 |
Long-term deferred gain, sale-leaseback | 0 | 5,599,077 |
Long-term portion of earn-out liability | 6,060,435 | 4,702,562 |
Long-term portion of operating lease liabilities | 34,139,854 | |
Long-term portion of finance lease liabilities | 457,933 | |
Other long-term liabilities | 162,475 | 1,717,291 |
Total non-current liabilities | 123,880,084 | 88,677,376 |
Commitments and contingencies – See Note 11 | ||
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 | 36,565,297 | 36,520,840 |
Retained earnings | 72,398,650 | 68,965,410 |
Shareholders' equity before treasury stock | 119,263,947 | 115,786,250 |
Less cost of common stock in treasury: 1,305,149 and 1,424,279 shares, respectively | 12,189,863 | 13,302,164 |
Total shareholders' equity | 107,074,084 | 102,484,086 |
Total liabilities and shareholders' equity | $ 281,065,671 | $ 228,398,846 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Accounts receivable, allowance for doubtful accounts | $ 136,000 | $ 169,107 |
Property, plant and equipment, accumulated depreciation | 60,400,705 | 57,288,233 |
Intangible assets, accumulated amortization | $ 14,668,672 | $ 12,925,888 |
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) | 1,305,149 | 1,424,279 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 78,777,976 | $ 71,893,763 | $ 163,581,808 | $ 130,374,365 |
Cost of sales | 70,940,204 | 56,177,441 | 147,060,382 | 103,424,624 |
Gross profit | 7,837,772 | 15,716,322 | 16,521,426 | 26,949,741 |
Selling, general and administrative expense | 7,663,317 | 7,738,752 | 16,558,445 | 13,594,872 |
Acquisition related costs | 20,073 | 690,217 | 348,021 | 690,217 |
Earn-out adjustments | (417,808) | 2,307,598 | (401,285) | 2,461,658 |
Operating income | 572,190 | 4,979,755 | 16,245 | 10,202,994 |
Other expense (income) | ||||
Interest expense | 1,009,797 | 403,852 | 2,033,738 | 717,835 |
Change in fair value of interest rate swaps | 76,533 | (19,255) | 124,094 | (92,458) |
Other, net | (109,773) | (59,111) | (404,441) | 29,185 |
(Loss) income before income taxes | (404,367) | 4,654,269 | (1,737,146) | 9,548,432 |
Income tax (benefit) provision | (141,629) | 976,998 | (547,886) | 2,035,998 |
Net (loss) income | $ (262,738) | $ 3,677,271 | $ (1,189,260) | $ 7,512,434 |
Net (loss) income per common share: | ||||
Basic (in dollars shares) | $ (0.03) | $ 0.42 | $ (0.13) | $ 0.86 |
Diluted (in dollars shares) | $ (0.03) | $ 0.41 | $ (0.13) | $ 0.85 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 8,974,212 | 8,776,239 | 8,950,563 | 8,761,182 |
Dilutive effect from stock options and grants (in shares) | 0 | 87,537 | 0 | 72,804 |
Diluted (in shares) | 8,974,212 | 8,863,776 | 8,950,563 | 8,833,986 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities | ||
Net (loss) income | $ (1,189,260) | $ 7,512,434 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation expense | 3,832,161 | 2,874,216 |
Amortization expense | 1,742,784 | 1,147,916 |
Amortization of debt issuance costs | 79,925 | 45,492 |
Deferred income taxes | (163,591) | 624,895 |
Earn-out adjustments | (401,285) | 2,461,658 |
Payments of earn-out liability in excess of acquisition date fair value | (436,321) | (194,462) |
Provision for loss (reduction of) on accounts receivable | 63,875 | (30,000) |
Provision for losses on inventories | 799,325 | 746,960 |
Gain on disposal of property, plant and equipment | 0 | (17,762) |
Amortization of deferred gain on sale-leaseback | 0 | (167,137) |
Straight line lease cost | 288,269 | 184,344 |
Change in fair value of interest rate swaps | 124,094 | (92,458) |
Unrealized loss on equity securities | 101,125 | 29,185 |
Realized gain on sale of equity securities | (474,227) | 0 |
Issuance of treasury stock for director fees | 304,000 | 276,000 |
Employee stock compensation | 852,758 | 416,180 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 850,072 | (12,768,096) |
Inventories | 8,549,818 | (19,192,920) |
Accounts payable | 2,486,724 | 3,100,665 |
Accrued expenses | (1,374,838) | 1,372,968 |
Accrued income taxes | (1,538,984) | 889,103 |
Other assets and liabilities, net | (1,271,022) | (2,105,248) |
Net cash provided by (used in) operating activities | 13,225,402 | (12,886,067) |
Investing activities | ||
Purchases of property, plant and equipment | (1,884,508) | (3,381,925) |
Purchases of equity securities | (543,552) | (336,951) |
Proceeds from sale of equity securities | 1,091,644 | 0 |
Acquisition of the assets and operations of American Stainless Tubing, Inc. (see Note 9) | (21,895,409) | 0 |
Acquisition of the galvanized pipe and tube assets of MUSA (see Note 9) | 0 | (10,378,281) |
Net cash used in investing activities | (23,231,825) | (14,097,157) |
Financing activities | ||
Net (payments) borrowings (on) from line of credit | (9,068,390) | |
Net (payments) borrowings (on) from line of credit | 28,020,386 | |
Borrowing from term loan | 20,000,000 | 0 |
Payments on term loan | (1,666,667) | 0 |
Principal payments on finance lease obligations | (109,493) | (52,549) |
Payments of debt issuance costs | 0 | (53,146) |
Payments on earn-out liabilities | (1,345,539) | (977,603) |
Proceeds from exercised stock options | 0 | 50,380 |
Net cash provided by financing activities | 7,809,911 | 26,987,468 |
(Decrease) increase in cash and cash equivalents | (2,196,512) | 4,244 |
Cash and cash equivalents at beginning of period | 2,220,272 | 14,706 |
Cash and cash equivalents at end of period | 23,760 | 18,950 |
Supplemental disclosure | ||
Interest | 1,860,471 | 613,918 |
Income taxes | $ 1,165,951 | $ 471,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - 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, 2017 | $ 89,700,426 | $ 10,300,000 | $ 35,193,152 | $ 58,129,383 | $ (10,864) | $ (13,911,245) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 7,512,434 | 7,512,434 | 0 | |||
Stock options exercised, net | (81,276) | 105,907 | (187,183) | |||
Issuance of shares of common stock from the treasury | 276,000 | (218,338) | 494,338 | |||
Employee stock compensation | 416,180 | 416,180 | ||||
Ending balance at Jun. 30, 2018 | 97,823,764 | 10,300,000 | 35,496,901 | 65,630,953 | 0 | (13,604,090) |
Balance balance at Mar. 31, 2018 | 93,727,790 | 10,300,000 | 35,170,444 | 61,953,682 | 0 | (13,696,336) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 3,677,271 | 3,677,271 | ||||
Stock options exercised, net | (81,276) | 105,907 | (187,183) | |||
Issuance of shares of common stock from the treasury | 276,000 | (3,429) | 279,429 | |||
Employee stock compensation | 223,979 | 223,979 | ||||
Ending balance at Jun. 30, 2018 | 97,823,764 | 10,300,000 | 35,496,901 | 65,630,953 | 0 | (13,604,090) |
Balance balance at Dec. 31, 2018 | 102,484,086 | 10,300,000 | 36,520,840 | 68,965,410 | 0 | (13,302,164) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (1,189,260) | (1,189,260) | ||||
Issuance of shares of common stock from the treasury | 304,000 | (808,301) | 1,112,301 | |||
Employee stock compensation | 852,758 | 852,758 | ||||
Ending balance at Jun. 30, 2019 | 107,074,084 | 10,300,000 | 36,565,297 | 72,398,650 | 0 | (12,189,863) |
Balance balance at Mar. 31, 2019 | 106,795,803 | 10,300,000 | 36,304,160 | 72,661,388 | 0 | (12,469,745) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (262,738) | (262,738) | ||||
Issuance of shares of common stock from the treasury | 304,000 | 24,118 | 279,882 | |||
Employee stock compensation | 237,019 | 237,019 | ||||
Ending balance at Jun. 30, 2019 | $ 107,074,084 | $ 10,300,000 | $ 36,565,297 | $ 72,398,650 | $ 0 | $ (12,189,863) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (Parenthetical) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Stock options exercised (in shares) | 13,301 | 13,301 | ||
Issuance of common stock from the treasury (in shares) | 29,276 | 31,471 | 118,430 | 55,675 |
Basis of Financial Statement Pr
Basis of Financial Statement Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. Operating results for the six -month period ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 . Certain prior period amounts have been reclassified to conform to the current period presentation, including changes in the fair value of the Company's earn-out liabilities from "Other Expense (Income)" to "Operating Income (Loss)" on the accompanying Condensed Consolidated Statements of Operations. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Issued Accounting Standards - 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. The Company adopted the new standard as of January 1, 2019 on a modified retrospective basis, which does not require comparative periods to be restated. On adoption, we recognized additional operating lease liabilities of $33,115,763 based on the present value of the remaining minimum rental payments as of January 1, 2019. We additionally recognized corresponding right-of-use assets for operating leases totaling $32,171,829 . On January 1, 2019, the Company also recorded cumulative-effect increases to equity and deferred tax assets totaling $4,622,500 and $1,310,850 , respectively, related to a deferred gain for a sale leaseback transaction that occurred in 2016 and was being amortized into earnings under the prior accounting. The adoption of this standard did not have a material impact on the consolidated statement of operations or cash flows for the six months ended June 30, 2019. See Note 12. Recently Issued Accounting Standards - Not Yet Adopted 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 timing and impact of adopting the updated provisions. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues 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 are 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. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Storage tank and vessel $ 10,247,078 $ 9,071,649 $ 20,076,033 $ 14,847,421 Seamless carbon steel pipe and tube 6,702,781 8,403,288 15,289,286 16,835,901 Stainless steel pipe 41,309,945 38,899,542 87,305,328 70,183,404 Galvanized pipe 6,243,569 — 12,935,805 — Specialty chemicals 14,274,603 15,519,284 27,975,356 28,507,639 Total revenues $ 78,777,976 $ 71,893,763 $ 163,581,808 $ 130,374,365 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 increased $48,948 during the first six months of 2019 to $ 226,466 as of June 30, 2019 due to receiving $1,355,219 in advance of satisfying our performance obligations during the period, offset by $1,306,271 of revenue that was recognized during the period after satisfying the performance obligations that were included in the beginning deferred revenue balance or entered into during the current period. Deferred revenues are included in "Accrued expenses and other current liabilities" on the accompanying Condensed 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. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
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. The components of inventories are as follows: June 30, 2019 December 31, 2018 Raw materials $ 55,329,614 $ 59,778,767 Work-in-process 17,768,751 21,033,532 Finished goods 37,317,877 33,389,087 $ 110,416,242 $ 114,201,386 |
Stock options and restricted st
Stock options and restricted stock | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock options and restricted stock | Stock options and restricted stock During the first six months of 2019 , no stock options were exercised by officers or employees of the Company. During the first six months of 2018, stock options for 40,606 shares of common stock were exercised by officers or employees for an aggregate exercise price of $474,378 . Stock compensation expense for the three and six -month periods ended June 30, 2019 was $237,019 and $852,758 , respectively. Stock compensation expense for the three and six -month periods ended June 30, 2018 was $223,979 and $416,180 , respectively. In 2016, the Compensation & Long-Term Incentive Committee (the "Committee") of the Company's Board of Directors granted performance restricted stock awards (“2016 Performance Stock Award”) to officers and certain key management-level employees. The 2016 Performance Stock Award vested three years from the grant date based on continuous service, with the number of shares earned ( 0 percent to 150 percent of the target award) depending on the extent to which the Company achieves certain financial performance targets measured over the period from January 1, 2016 to December 31, 2018. On February 8, 2019, the Committee approved the vesting of the 2016 Performance Stock Award for a total of 46,477 restricted shares at a grant date market price of $ 8.05 . On February 8, 2019, the Committee approved grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 44,949 shares with a market price of $15.72 per share were granted under the Plan. These stock awards vest in either 20 percent or 33 percent increments annually, beginning one year after the date of grant. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2015 Stock Awards Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The 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. For the six -month period ended June 30, 2019 there is no difference in the number of shares used to calculate basic and diluted shares outstanding because their effect would have been anti-dilutive due to the Company reporting a net loss. For the six-month period ended June 30, 2018 , the Company had weighted average shares of common stock, in the form of stock grants and options of 36,815 which were not included in the diluted earnings per share calculation as their effect was anti-dilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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. During the first six months of 2019, the Company did not identify nor reserve for any unrecognized tax benefits. The effective tax rate was 35 percent and 21 percent for the three months ended June 30, 2019 and 2018, respectively. The June 30, 2019 effective tax rate is higher than the statutory rate of 21 percent due to state taxes, net of the federal benefit, and discrete tax benefits on our stock compensation plans. The June 30, 2018 effective tax rate was approximately equal to the U.S. statutory rate of 21 percent . The effective tax rate was 32 percent and 21 percent for the six months ended June 30, 2019 and 2018, respectively. The June 30, 2019 effective tax rate is higher than the statutory rate of 21 percent due to state taxes, net of the federal benefit, and discrete tax benefits on our stock compensation plans. The June 30, 2018 effective tax rate was approximately equal t to the U.S. statutory rate of 21 percent . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net sales Metals Segment $ 64,503,373 $ 56,374,479 $ 135,606,452 $ 101,866,726 Specialty Chemicals Segment 14,274,603 15,519,284 27,975,356 28,507,639 $ 78,777,976 $ 71,893,763 $ 163,581,808 $ 130,374,365 Operating income (loss) Metals Segment $ 1,192,644 $ 9,090,516 $ 2,629,285 $ 15,107,047 Specialty Chemicals Segment 926,032 1,106,672 1,540,246 1,970,161 Unallocated corporate expenses 1,944,221 2,219,618 4,252,643 3,722,339 Acquisition related costs 20,073 690,217 301,928 690,217 Earn-out adjustments (417,808 ) 2,307,598 (401,285 ) 2,461,658 Operating income 572,190 4,979,755 16,245 10,202,994 Interest expense 1,009,797 403,852 2,033,738 717,835 Change in fair value of interest rate swaps 76,533 (19,255 ) 124,094 (92,458 ) Other (income) loss, net (109,773 ) (59,111 ) (404,441 ) 29,185 (Loss) income before income taxes $ (404,367 ) $ 4,654,269 $ (1,737,146 ) $ 9,548,432 As of June 30, 2019 December 31, 2018 Identifiable assets Metals Segment $ 208,097,980 $ 192,195,733 Specialty Chemicals Segment 27,940,364 28,174,675 Corporate (1) 45,027,327 8,028,438 $ 281,065,671 $ 228,398,846 Goodwill Metals Segment $ 16,202,890 $ 8,445,262 Specialty Chemicals Segment 1,354,730 1,354,730 $ 17,557,620 $ 9,799,992 (1) As of June 30, 2019, this amount included 36,428,751 in right-of-use assets that were recorded with the adoption of ASC 842 ("Leases"). Refer to Note 12 for additional information. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 condensed 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. Fair value disclosures for assets and liabilities are grouped into 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. The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, revolving line of credit, term loan, 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 June 30, 2019 and December 31, 2018 , the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, the Company's revolving line of credit, which is based on a variable interest rate, and term loan approximate their fair value. During the first six months of 2019, the Company sold shares of its equity securities investments. Proceeds from the sale totaled $1,091,644 which resulted in a realized gain for the three and six-months of June 30, 2019 $148,416 and $474,227 , respectively, that is included in "Other expense (income)" on the accompanying Condensed Consolidated Statements of Operations. For the three and six-months ended June 30, 2019, the Company also recorded a net unrealized loss of $48,000 and $101,125 , respectively, on the investments in equity securities held, which is included in "Other expense (income)" on the accompanying Condensed Consolidated Statements of Operations. The fair value of equity securities held by the Company as of June 30, 2019 and December 31, 2018 was $2,760,000 and $2,935,000 , respectively, and is included in “Prepaid expenses and other current assets” on the accompanying Consolidated Balance Sheets. 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 contract was an asset of $23,371 and $147,465 at June 30, 2019 and December 31, 2018 , 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. To manage the impact on earnings of fluctuating nickel prices, the Company occasionally enters into six-month forward option contracts, which are classified as Level 2. At June 30, 2019 and December 31, 2018 , the Company did not have any such contracts in place. Level 3 Financial Instruments The fair value of contingent consideration ("earn-out") liabilities resulting from the 2017 MUSA-Stainless acquisition, 2018 MUSA-Galvanized acquisition, and 2019 American Stainless acquisition (see Note 9) 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 and American Stainless earn-out were 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 all 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. The following table presents a summary of changes in fair value of the Company's earn-out liabilities during the period: MUSA-Stainless MUSA-Galvanized ASTI Total Balance at December 31, 2018 $ 4,251,584 $ 3,357,800 $ — $ 7,609,384 Fair value of the earn-out liability associated with the American Stainless acquisition — — 6,366,324 6,366,324 Earn-out payments during the period (784,852 ) (378,649 ) (618,359 ) (1,781,860 ) Changes in fair value during the period (192,065 ) (473,000 ) 263,780 (401,285 ) Balance at June 30, 2019 $ 3,274,667 $ 2,506,151 $ 6,011,745 $ 11,792,563 For the six-month period ended June 30, 2018, the Company recorded a $2,461,658 charge related to changes in the fair value of the MUSA-Stainless earn-out liability. There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the three and six-month period ended June 30, 2019 or year ended December 31, 2018 . During the first six months of 2019, there have been no changes in the fair value methodologies used by the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of the Assets and Operations of American Stainless Tubing, Inc. On January 1, 2019, the Company's wholly-owned subsidiary, ASTI Acquisition, LLC, a North Carolina limited liability company (“ASTI”), completed the purchase of substantially all of the assets and operations of American Stainless Tubing, Inc., a North Carolina corporation ("American Stainless"), in Statesville and Troutman, North Carolina. The purchase price for the all-cash acquisition was $21,895,409 , subject to a post-closing working capital adjustment. The Company funded the acquisition with a new five -year $20,000,000 term note and a draw against asset-based line of credit (see Note 10). The transaction is 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 and liabilities assumed. Accordingly, the allocation of the consideration transferred in the unaudited condensed consolidated financial statements is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. Such adjustments could be significant. The final valuation is expected to be completed as soon as practicable but no later than twelve months after the closing date of the acquisition. 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 American Stainless' production capabilities with the Metals Segment 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. American Stainless will 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. 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. During the second quarter of 2019, management revised the initial estimate of the fair value of the contingent consideration, resulting in an increase to the earn-out liability of $218,094 . Because this adjustment was determined within the measurement period, goodwill was increased by $218,094 . At June 30, 2019 the fair value of the contingent consideration totaled $6,011,745 with $2,802,828 of this liability classified as a current liability since the payments will be made quarterly. The fair value assigned to the customer list intangible will be amortized on an accelerated basis over 15 years . During the second quarter of 2019, management revised the initial estimate of the fair value of the customer list intangible asset, resulting in a decrease to the customer list intangible asset of $496,000 . Because this adjustment was determined within the measurement period, goodwill was increased by $496,000 . The following table shows the initial estimate of value as reported at March 31, 2019 and revisions made during the second quarter of 2019: Initial estimate Revisions Revised estimate Inventories $ 5,564,000 $ — $ 5,564,000 Accounts receivable 3,533,921 — 3,533,921 Other current assets - production and maintenance supplies 605,613 — 605,613 Property, plant and equipment 2,793,173 — 2,793,173 Customer list intangible 10,000,000 (496,000 ) 9,504,000 Goodwill 7,043,534 714,094 7,757,628 Contingent consideration (earn-out liability) (6,148,230 ) (218,094 ) (6,366,324 ) Accounts payable (1,400,009 ) — (1,400,009 ) Other liabilities (96,593 ) — (96,593 ) $ 21,895,409 $ — $ 21,895,409 ASTI's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Net sales $ 8,557,027 $ 18,070,247 Income before income taxes 992,041 1,099,163 For the three and six-month periods ended June 30, 2019, cost of sales included $1,147,000 representing the fair value above predecessor cost associated with acquired inventory that was sold during the quarter. The following unaudited pro-forma information is provided to present a summary of the combined results of the Company's operations with ASTI as if the acquisition had occurred on January 1, 2018. 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 Three Months Ended Six Months Ended June 30, 2018 June 30, 2018 Pro-forma net sales $ 81,083,582 $ 148,090,359 Pro-forma net income $ 3,776,621 $ 6,984,743 Earnings per share: Basic $ 0.43 $ 0.80 Diluted $ 0.42 $ 0.79 Pro-forma net income was reduced for the following: • Amortization of American Stainless’ customer list intangible of $281,499 and $594,000 for the three and six months June 30, 2018, respectively; • Additional rent expense related to the Company’s lease of American Stainless’ real estate from Store Capital of $121,450 and $242,899 for the three and six months ended June 30, 2018, respectively; • An estimated amount of interest expense associated with the additional borrowings to fund the American Stainless acquisition of $201,192 and $412,162 for the three and six months ended June 30, 2018, respectively; • Depreciation of $71,150 and $112,402 for the three and six months ended June 30, 2018, respectively, related to the incremental fair value above historical cost for acquired property, plant and equipment; and • A increase in the provision for income taxes for the three months ended June 30, 2018 and a decrease in the provision for income taxes of $143,013 for the six months ended June 30, 2018 related to the impact of the other pro-forma adjustments and American Stainless' previous status as a pass-through entity for income tax purposes prior to the acquisition. Acquisition of the Galvanized Pipe and Tube Assets of Marcegaglia USA, Inc. On July 1, 2018, Bristol Metals, LLC ("BRISMET"), a subsidiary of the Company's Metals Segment, acquired Marcegaglia USA, Inc.'s ("MUSA") galvanized tube assets and operations ("MUSA-Galvanized") located in Munhall, PA. The purchase price for the transaction totaled $10,378,281 . The assets purchased and liabilities assumed from MUSA include accounts receivable, inventory, equipment, and accounts payable. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt On December 20, 2018, the Company amended its Credit Agreement with its bank to refinance and increase its Line of Credit (the "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 9). 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 of the Line 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. As of June 30, 2019, the Company had $20.0 million of remaining available capacity under its line of credit. Pursuant to the Credit Agreement, the Company is subject to certain covenants including 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. At June 30, 2019 , the Company was in compliance with all debt covenants. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies The Company is from time-to-time subject to various claims, possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business. Management is not currently aware of any asserted or unasserted matters which could have a material effect on the financial condition or results of operations of the Company. |
Lease
Lease | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Adoption of ASC Topic 842, "Leases" On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company's portfolio of leases contains both finance and operating leases that relate primarily to real estate agreements and manufacturing equipment agreements. Substantially all of the value of the Company's lease portfolio relates to a real estate master lease agreement with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of June 30, 2019, operating lease liabilities related to the master lease agreement with Store totaled $37,053,119 , or 97 percent of the total lease liabilities on the accompanying condensed consolidated balance sheet. Practical Expedients and Elections The Company elected the package of practical expedients permitted under the transition guidance, which allowed 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. Deferred Gain on Sale Leaseback On January 1, 2019, the Company recorded cumulative-effect adjustments to increase equity and deferred tax assets totaling $4,622,500 and $1,310,850 , respectively, related to the derecognition of the deferred gain on its sale leaseback, consistent with transition guidance set forth in ASC 842-10-65-1. Discount Rate To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, treasury rates for five years , 10 years , and 30 years were used as they cover the periods of the leases. The Company additionally used the Damodaran Credit Rating Model, which assesses a credit rating based on the interest coverage ratio and relates this to credit ratings of other large public manufacturers. Inputs required include EBIT, interest expense, future minimum lease payments, outstanding debt, and a reference rate. Based on this assessment of the aforementioned qualitative and quantitative factors, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases. The Company elected to utilize a single discount rate for its portfolio of operating leases because of similar lease characteristics; the resulting calculation does not differ materially from applying the standard to the individual leases. Weighted average discount rates for operating and finance leases are as follows: Operating Leases 7.32 % Finance Leases 11.88 % Balance Sheet Presentation Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows: Financial Statement Line Item Classification June 30, 2019 Right-of-use assets, operating leases Assets $ 36,428,751 Right-of-use assets, finance leases Assets 488,347 Current lease liabilities, operating leases Current liabilities 3,526,011 Current lease liabilities, finance leases Current liabilities 248,589 Non-current lease liabilities, operating leases Non-current liabilities 34,139,854 Non-current lease liabilities, finance leases Non-current liabilities 457,933 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease cost $ 1,027,998 $ 2,055,996 Finance lease cost: Amortization of right-of-use assets 43,714 87,428 Interest on finance lease liabilities 22,147 45,864 Total lease cost $ 1,093,859 $ 2,189,288 Amortization of assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of June 30, 2019 are as follows: Operating Finance 2019 (excluding the six months ending June 30, 2019) 1,754,079 $ 153,993 2020 3,562,092 329,534 2021 3,635,376 335,462 2022 3,672,731 11,998 2023 3,563,383 — Thereafter 52,188,270 — Total undiscounted minimum future lease payments 68,375,931 830,987 Imputed Interest 30,710,066 124,465 Total lease liabilities recorded as of June 30, 2019 $ 37,665,865 $ 706,522 Additional Information Weighted average remaining lease terms for operating and finance leases as of June 30, 2019 are as follows: Operating Leases 204 months Finance Leases 30 months During the six -month period ended June 30, 2019 , right-of-use assets obtained in exchange for new operating lease liabilities totaled $4,900,243 . On January 1, 2019, the Company and Store, entered into an Amended and Restated Master Lease Agreement (the “Master Lease”), pursuant to which the Company leases the Statesville and Troutman, NC facilities, 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 ten years each. Because the Company is reasonably certain to not exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The 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 2 percent . Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 " Leases" were as follows: Operating Capital 2019 $ 3,207,053 $ 354,299 2020 3,243,694 329,534 2021 3,238,745 335,462 2022 3,224,810 11,998 2023 3,102,815 — Thereafter 45,337,403 — Total undiscounted minimum future operating lease payments 1,031,293 Imputed Interest 164,826 Total lease liabilities recorded as of December 31, 2018 $ 866,467 |
Leases | Leases Adoption of ASC Topic 842, "Leases" On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company's portfolio of leases contains both finance and operating leases that relate primarily to real estate agreements and manufacturing equipment agreements. Substantially all of the value of the Company's lease portfolio relates to a real estate master lease agreement with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of June 30, 2019, operating lease liabilities related to the master lease agreement with Store totaled $37,053,119 , or 97 percent of the total lease liabilities on the accompanying condensed consolidated balance sheet. Practical Expedients and Elections The Company elected the package of practical expedients permitted under the transition guidance, which allowed 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. Deferred Gain on Sale Leaseback On January 1, 2019, the Company recorded cumulative-effect adjustments to increase equity and deferred tax assets totaling $4,622,500 and $1,310,850 , respectively, related to the derecognition of the deferred gain on its sale leaseback, consistent with transition guidance set forth in ASC 842-10-65-1. Discount Rate To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, treasury rates for five years , 10 years , and 30 years were used as they cover the periods of the leases. The Company additionally used the Damodaran Credit Rating Model, which assesses a credit rating based on the interest coverage ratio and relates this to credit ratings of other large public manufacturers. Inputs required include EBIT, interest expense, future minimum lease payments, outstanding debt, and a reference rate. Based on this assessment of the aforementioned qualitative and quantitative factors, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases. The Company elected to utilize a single discount rate for its portfolio of operating leases because of similar lease characteristics; the resulting calculation does not differ materially from applying the standard to the individual leases. Weighted average discount rates for operating and finance leases are as follows: Operating Leases 7.32 % Finance Leases 11.88 % Balance Sheet Presentation Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows: Financial Statement Line Item Classification June 30, 2019 Right-of-use assets, operating leases Assets $ 36,428,751 Right-of-use assets, finance leases Assets 488,347 Current lease liabilities, operating leases Current liabilities 3,526,011 Current lease liabilities, finance leases Current liabilities 248,589 Non-current lease liabilities, operating leases Non-current liabilities 34,139,854 Non-current lease liabilities, finance leases Non-current liabilities 457,933 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease cost $ 1,027,998 $ 2,055,996 Finance lease cost: Amortization of right-of-use assets 43,714 87,428 Interest on finance lease liabilities 22,147 45,864 Total lease cost $ 1,093,859 $ 2,189,288 Amortization of assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of June 30, 2019 are as follows: Operating Finance 2019 (excluding the six months ending June 30, 2019) 1,754,079 $ 153,993 2020 3,562,092 329,534 2021 3,635,376 335,462 2022 3,672,731 11,998 2023 3,563,383 — Thereafter 52,188,270 — Total undiscounted minimum future lease payments 68,375,931 830,987 Imputed Interest 30,710,066 124,465 Total lease liabilities recorded as of June 30, 2019 $ 37,665,865 $ 706,522 Additional Information Weighted average remaining lease terms for operating and finance leases as of June 30, 2019 are as follows: Operating Leases 204 months Finance Leases 30 months During the six -month period ended June 30, 2019 , right-of-use assets obtained in exchange for new operating lease liabilities totaled $4,900,243 . On January 1, 2019, the Company and Store, entered into an Amended and Restated Master Lease Agreement (the “Master Lease”), pursuant to which the Company leases the Statesville and Troutman, NC facilities, 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 ten years each. Because the Company is reasonably certain to not exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The 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 2 percent . Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 " Leases" were as follows: Operating Capital 2019 $ 3,207,053 $ 354,299 2020 3,243,694 329,534 2021 3,238,745 335,462 2022 3,224,810 11,998 2023 3,102,815 — Thereafter 45,337,403 — Total undiscounted minimum future operating lease payments 1,031,293 Imputed Interest 164,826 Total lease liabilities recorded as of December 31, 2018 $ 866,467 |
Leases | Leases Adoption of ASC Topic 842, "Leases" On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company's portfolio of leases contains both finance and operating leases that relate primarily to real estate agreements and manufacturing equipment agreements. Substantially all of the value of the Company's lease portfolio relates to a real estate master lease agreement with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of June 30, 2019, operating lease liabilities related to the master lease agreement with Store totaled $37,053,119 , or 97 percent of the total lease liabilities on the accompanying condensed consolidated balance sheet. Practical Expedients and Elections The Company elected the package of practical expedients permitted under the transition guidance, which allowed 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. Deferred Gain on Sale Leaseback On January 1, 2019, the Company recorded cumulative-effect adjustments to increase equity and deferred tax assets totaling $4,622,500 and $1,310,850 , respectively, related to the derecognition of the deferred gain on its sale leaseback, consistent with transition guidance set forth in ASC 842-10-65-1. Discount Rate To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, treasury rates for five years , 10 years , and 30 years were used as they cover the periods of the leases. The Company additionally used the Damodaran Credit Rating Model, which assesses a credit rating based on the interest coverage ratio and relates this to credit ratings of other large public manufacturers. Inputs required include EBIT, interest expense, future minimum lease payments, outstanding debt, and a reference rate. Based on this assessment of the aforementioned qualitative and quantitative factors, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases. The Company elected to utilize a single discount rate for its portfolio of operating leases because of similar lease characteristics; the resulting calculation does not differ materially from applying the standard to the individual leases. Weighted average discount rates for operating and finance leases are as follows: Operating Leases 7.32 % Finance Leases 11.88 % Balance Sheet Presentation Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows: Financial Statement Line Item Classification June 30, 2019 Right-of-use assets, operating leases Assets $ 36,428,751 Right-of-use assets, finance leases Assets 488,347 Current lease liabilities, operating leases Current liabilities 3,526,011 Current lease liabilities, finance leases Current liabilities 248,589 Non-current lease liabilities, operating leases Non-current liabilities 34,139,854 Non-current lease liabilities, finance leases Non-current liabilities 457,933 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease cost $ 1,027,998 $ 2,055,996 Finance lease cost: Amortization of right-of-use assets 43,714 87,428 Interest on finance lease liabilities 22,147 45,864 Total lease cost $ 1,093,859 $ 2,189,288 Amortization of assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of June 30, 2019 are as follows: Operating Finance 2019 (excluding the six months ending June 30, 2019) 1,754,079 $ 153,993 2020 3,562,092 329,534 2021 3,635,376 335,462 2022 3,672,731 11,998 2023 3,563,383 — Thereafter 52,188,270 — Total undiscounted minimum future lease payments 68,375,931 830,987 Imputed Interest 30,710,066 124,465 Total lease liabilities recorded as of June 30, 2019 $ 37,665,865 $ 706,522 Additional Information Weighted average remaining lease terms for operating and finance leases as of June 30, 2019 are as follows: Operating Leases 204 months Finance Leases 30 months During the six -month period ended June 30, 2019 , right-of-use assets obtained in exchange for new operating lease liabilities totaled $4,900,243 . On January 1, 2019, the Company and Store, entered into an Amended and Restated Master Lease Agreement (the “Master Lease”), pursuant to which the Company leases the Statesville and Troutman, NC facilities, 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 ten years each. Because the Company is reasonably certain to not exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The 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 2 percent . Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 " Leases" were as follows: Operating Capital 2019 $ 3,207,053 $ 354,299 2020 3,243,694 329,534 2021 3,238,745 335,462 2022 3,224,810 11,998 2023 3,102,815 — Thereafter 45,337,403 — Total undiscounted minimum future operating lease payments 1,031,293 Imputed Interest 164,826 Total lease liabilities recorded as of December 31, 2018 $ 866,467 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As a result of the January 1, 2019 American Stainless acquisition, the Company recognized $7,757,628 in Goodwill for the excess of consideration transferred over the fair value of the acquired net tangible and identifiable intangible assets. The Company also recorded a $9,504,000 intangible asset on a preliminary basis for the fair value of the customer relationships that were acquired, to be amortized on an accelerated basis over 15 years. The balance of intangible assets subject to amortization at June 30, 2019 and December 31, 2018 is as follows: June 30, 2019 December 31, 2018 Intangible assets, gross $ 32,126,000 $ 22,622,000 Accumulated amortization of intangible assets (14,668,672 ) (12,925,888 ) Intangible assets, net $ 17,457,328 $ 9,696,112 Estimated amortization expense related to intangible assets for the next five years is as follows: Remainder of 2019 $ 1,776,229 2020 3,296,195 2021 3,104,819 2022 2,790,361 2023 1,245,083 2024 1,083,974 Thereafter 4,628,111 |
Stock Repurchase Program
Stock Repurchase Program | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stock Repurchase Program | Stock Repurchase Program 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 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. During the six-month period ended June 30, 2019 the Company did no t purchase any shares under the stock repurchase program. |
Basis of Financial Statement _2
Basis of Financial Statement Presentation (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. Operating results for the six -month period ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 . |
Reclassifications | Certain prior period amounts have been reclassified to conform to the current period presentation, including changes in the fair value of the Company's earn-out liabilities from "Other Expense (Income)" to "Operating Income (Loss)" on the accompanying Condensed Consolidated Statements of Operations. |
Recently Issued and Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards - 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. The Company adopted the new standard as of January 1, 2019 on a modified retrospective basis, which does not require comparative periods to be restated. On adoption, we recognized additional operating lease liabilities of $33,115,763 based on the present value of the remaining minimum rental payments as of January 1, 2019. We additionally recognized corresponding right-of-use assets for operating leases totaling $32,171,829 . On January 1, 2019, the Company also recorded cumulative-effect increases to equity and deferred tax assets totaling $4,622,500 and $1,310,850 , respectively, related to a deferred gain for a sale leaseback transaction that occurred in 2016 and was being amortized into earnings under the prior accounting. The adoption of this standard did not have a material impact on the consolidated statement of operations or cash flows for the six months ended June 30, 2019. See Note 12. Recently Issued Accounting Standards - Not Yet Adopted 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 timing and impact of adopting the updated provisions. |
Revenues | 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 are to in exchange for those goods or services. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Storage tank and vessel $ 10,247,078 $ 9,071,649 $ 20,076,033 $ 14,847,421 Seamless carbon steel pipe and tube 6,702,781 8,403,288 15,289,286 16,835,901 Stainless steel pipe 41,309,945 38,899,542 87,305,328 70,183,404 Galvanized pipe 6,243,569 — 12,935,805 — Specialty chemicals 14,274,603 15,519,284 27,975,356 28,507,639 Total revenues $ 78,777,976 $ 71,893,763 $ 163,581,808 $ 130,374,365 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: June 30, 2019 December 31, 2018 Raw materials $ 55,329,614 $ 59,778,767 Work-in-process 17,768,751 21,033,532 Finished goods 37,317,877 33,389,087 $ 110,416,242 $ 114,201,386 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net sales Metals Segment $ 64,503,373 $ 56,374,479 $ 135,606,452 $ 101,866,726 Specialty Chemicals Segment 14,274,603 15,519,284 27,975,356 28,507,639 $ 78,777,976 $ 71,893,763 $ 163,581,808 $ 130,374,365 Operating income (loss) Metals Segment $ 1,192,644 $ 9,090,516 $ 2,629,285 $ 15,107,047 Specialty Chemicals Segment 926,032 1,106,672 1,540,246 1,970,161 Unallocated corporate expenses 1,944,221 2,219,618 4,252,643 3,722,339 Acquisition related costs 20,073 690,217 301,928 690,217 Earn-out adjustments (417,808 ) 2,307,598 (401,285 ) 2,461,658 Operating income 572,190 4,979,755 16,245 10,202,994 Interest expense 1,009,797 403,852 2,033,738 717,835 Change in fair value of interest rate swaps 76,533 (19,255 ) 124,094 (92,458 ) Other (income) loss, net (109,773 ) (59,111 ) (404,441 ) 29,185 (Loss) income before income taxes $ (404,367 ) $ 4,654,269 $ (1,737,146 ) $ 9,548,432 As of June 30, 2019 December 31, 2018 Identifiable assets Metals Segment $ 208,097,980 $ 192,195,733 Specialty Chemicals Segment 27,940,364 28,174,675 Corporate (1) 45,027,327 8,028,438 $ 281,065,671 $ 228,398,846 Goodwill Metals Segment $ 16,202,890 $ 8,445,262 Specialty Chemicals Segment 1,354,730 1,354,730 $ 17,557,620 $ 9,799,992 (1) As of June 30, 2019, this amount included 36,428,751 in right-of-use assets that were recorded with the adoption of ASC 842 ("Leases"). Refer to Note 12 for additional information. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 earn-out liabilities during the period: MUSA-Stainless MUSA-Galvanized ASTI Total Balance at December 31, 2018 $ 4,251,584 $ 3,357,800 $ — $ 7,609,384 Fair value of the earn-out liability associated with the American Stainless acquisition — — 6,366,324 6,366,324 Earn-out payments during the period (784,852 ) (378,649 ) (618,359 ) (1,781,860 ) Changes in fair value during the period (192,065 ) (473,000 ) 263,780 (401,285 ) Balance at June 30, 2019 $ 3,274,667 $ 2,506,151 $ 6,011,745 $ 11,792,563 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Allocation of Total Consideration of Assets Acquired and Liabilities Assumed | Initial estimate Revisions Revised estimate Inventories $ 5,564,000 $ — $ 5,564,000 Accounts receivable 3,533,921 — 3,533,921 Other current assets - production and maintenance supplies 605,613 — 605,613 Property, plant and equipment 2,793,173 — 2,793,173 Customer list intangible 10,000,000 (496,000 ) 9,504,000 Goodwill 7,043,534 714,094 7,757,628 Contingent consideration (earn-out liability) (6,148,230 ) (218,094 ) (6,366,324 ) Accounts payable (1,400,009 ) — (1,400,009 ) Other liabilities (96,593 ) — (96,593 ) $ 21,895,409 $ — $ 21,895,409 |
Schedule of Pro-Forma and Results of Operations Since Acquisition | ASTI's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Net sales $ 8,557,027 $ 18,070,247 Income before income taxes 992,041 1,099,163 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 Three Months Ended Six Months Ended June 30, 2018 June 30, 2018 Pro-forma net sales $ 81,083,582 $ 148,090,359 Pro-forma net income $ 3,776,621 $ 6,984,743 Earnings per share: Basic $ 0.43 $ 0.80 Diluted $ 0.42 $ 0.79 |
Lease (Tables)
Lease (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases Discount Rates, Total Lease Cost and Weighted Average Remaining Lease Terms | Weighted average discount rates for operating and finance leases are as follows: Operating Leases 7.32 % Finance Leases 11.88 % Weighted average remaining lease terms for operating and finance leases as of June 30, 2019 are as follows: Operating Leases 204 months Finance Leases 30 months Individual components of the total lease cost incurred by the Company is as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease cost $ 1,027,998 $ 2,055,996 Finance lease cost: Amortization of right-of-use assets 43,714 87,428 Interest on finance lease liabilities 22,147 45,864 Total lease cost $ 1,093,859 $ 2,189,288 |
Schedule of Operating and Finance Leases Recorded in Consolidated Balance Sheet | Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows: Financial Statement Line Item Classification June 30, 2019 Right-of-use assets, operating leases Assets $ 36,428,751 Right-of-use assets, finance leases Assets 488,347 Current lease liabilities, operating leases Current liabilities 3,526,011 Current lease liabilities, finance leases Current liabilities 248,589 Non-current lease liabilities, operating leases Non-current liabilities 34,139,854 Non-current lease liabilities, finance leases Non-current liabilities 457,933 |
Schedule of Maturities For Operating Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of June 30, 2019 are as follows: Operating Finance 2019 (excluding the six months ending June 30, 2019) 1,754,079 $ 153,993 2020 3,562,092 329,534 2021 3,635,376 335,462 2022 3,672,731 11,998 2023 3,563,383 — Thereafter 52,188,270 — Total undiscounted minimum future lease payments 68,375,931 830,987 Imputed Interest 30,710,066 124,465 Total lease liabilities recorded as of June 30, 2019 $ 37,665,865 $ 706,522 |
Schedule of Maturities For Finance Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of June 30, 2019 are as follows: Operating Finance 2019 (excluding the six months ending June 30, 2019) 1,754,079 $ 153,993 2020 3,562,092 329,534 2021 3,635,376 335,462 2022 3,672,731 11,998 2023 3,563,383 — Thereafter 52,188,270 — Total undiscounted minimum future lease payments 68,375,931 830,987 Imputed Interest 30,710,066 124,465 Total lease liabilities recorded as of June 30, 2019 $ 37,665,865 $ 706,522 |
Schedule of Undiscounted Future Minimum Lease Payments for Operating Leases Before Adoption of 842 | Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 " Leases" were as follows: Operating Capital 2019 $ 3,207,053 $ 354,299 2020 3,243,694 329,534 2021 3,238,745 335,462 2022 3,224,810 11,998 2023 3,102,815 — Thereafter 45,337,403 — Total undiscounted minimum future operating lease payments 1,031,293 Imputed Interest 164,826 Total lease liabilities recorded as of December 31, 2018 $ 866,467 |
Schedule of Undiscounted Future Minimum Lease Payments for Capital Leases Before Adoption of 842 | Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 " Leases" were as follows: Operating Capital 2019 $ 3,207,053 $ 354,299 2020 3,243,694 329,534 2021 3,238,745 335,462 2022 3,224,810 11,998 2023 3,102,815 — Thereafter 45,337,403 — Total undiscounted minimum future operating lease payments 1,031,293 Imputed Interest 164,826 Total lease liabilities recorded as of December 31, 2018 $ 866,467 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | The balance of intangible assets subject to amortization at June 30, 2019 and December 31, 2018 is as follows: June 30, 2019 December 31, 2018 Intangible assets, gross $ 32,126,000 $ 22,622,000 Accumulated amortization of intangible assets (14,668,672 ) (12,925,888 ) Intangible assets, net $ 17,457,328 $ 9,696,112 |
Schedule of Estimated Amortization Expense | Estimated amortization expense related to intangible assets for the next five years is as follows: Remainder of 2019 $ 1,776,229 2020 3,296,195 2021 3,104,819 2022 2,790,361 2023 1,245,083 2024 1,083,974 Thereafter 4,628,111 |
Recently Issued Accounting St_2
Recently Issued Accounting Standards - Narrative (Details) - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease liabilities recognized | $ 37,665,865 | |||
Right-of-use assets, operating leases | 36,428,751 | |||
Cumulative adjustment due to adoption of ASU | $ 0 | |||
Cumulative-effect adjustment to deferred taxes | $ 1,388,985 | $ 252,988 | ||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating lease liabilities recognized | $ 33,115,763 | |||
Right-of-use assets, operating leases | 32,171,829 | |||
Cumulative-effect adjustment to deferred taxes | 1,310,850 | |||
Retained Earnings | Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative adjustment due to adoption of ASU | $ 4,622,500 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated Revenues by Source (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 78,777,976 | $ 71,893,763 | $ 163,581,808 | $ 130,374,365 |
Storage tank and vessel | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 10,247,078 | 9,071,649 | 20,076,033 | 14,847,421 |
Seamless carbon steel pipe and tube | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 6,702,781 | 8,403,288 | 15,289,286 | 16,835,901 |
Stainless steel pipe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 41,309,945 | 38,899,542 | 87,305,328 | 70,183,404 |
Galvanized pipe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 6,243,569 | 0 | 12,935,805 | 0 |
Specialty chemicals | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 14,274,603 | $ 15,519,284 | $ 27,975,356 | $ 28,507,639 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Increase in deferred revenue balance | $ 48,948 |
Deferred revenue | 226,466 |
Payments received in advance of satisfying performance obligations | 1,355,219 |
Deferred revenue, revenue recognized in period | $ 1,306,271 |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 55,329,614 | $ 59,778,767 |
Work-in-process | 17,768,751 | 21,033,532 |
Finished goods | 37,317,877 | 33,389,087 |
Total inventories | $ 110,416,242 | $ 114,201,386 |
Stock options and restricted _2
Stock options and restricted stock (Details) - USD ($) | Feb. 08, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercised (in shares) | 0 | 40,606 | ||||
Share-based compensation arrangement, exercise price | $ 474,378 | |||||
Allocated share-based compensation expense | $ 237,019 | $ 223,979 | $ 852,758 | $ 416,180 | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 36,815 | |||||
2016 Performance Stock Awards Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Equity instruments other options, grants in period (in shares) | 46,477 | |||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ 8.05 | |||||
2016 Performance Stock Awards Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of target award | 0.00% | |||||
2016 Performance Stock Awards Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of target award | 150.00% | |||||
2015 Stock Awards Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity instruments other options, grants in period (in shares) | 44,949 | |||||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ 15.72 | |||||
Period after option grant before options can be exercised (in years) | 1 year | |||||
2015 Stock Awards Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual vesting rate (percent) | 20.00% | |||||
2015 Stock Awards Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual vesting rate (percent) | 33.00% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 35.00% | 21.00% | 32.00% | 21.00% |
Statutory rate | 21.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Right-of-use assets, operating leases | $ 36,428,751 | $ 36,428,751 | |||
Net sales | 78,777,976 | $ 71,893,763 | 163,581,808 | $ 130,374,365 | |
Operating income (loss) | 572,190 | 4,979,755 | 16,245 | 10,202,994 | |
Acquisition related costs | 20,073 | 690,217 | 348,021 | 690,217 | |
Earn-out adjustments | (417,808) | 2,307,598 | (401,285) | 2,461,658 | |
Interest expense | 1,009,797 | 403,852 | 2,033,738 | 717,835 | |
Change in fair value of interest rate swaps | 76,533 | (19,255) | 124,094 | (92,458) | |
Other (income) loss, net | (109,773) | (59,111) | (404,441) | 29,185 | |
(Loss) income before income taxes | (404,367) | 4,654,269 | (1,737,146) | 9,548,432 | |
Identifiable assets | 281,065,671 | 281,065,671 | $ 228,398,846 | ||
Goodwill | 17,557,620 | 17,557,620 | 9,799,992 | ||
Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 78,777,976 | 71,893,763 | 163,581,808 | 130,374,365 | |
Operating segment | Metals Segment | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 64,503,373 | 56,374,479 | 135,606,452 | 101,866,726 | |
Operating income (loss) | 1,192,644 | 9,090,516 | 2,629,285 | 15,107,047 | |
Identifiable assets | 208,097,980 | 208,097,980 | 192,195,733 | ||
Goodwill | 16,202,890 | 16,202,890 | 8,445,262 | ||
Operating segment | Specialty Chemicals Segment | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 14,274,603 | 15,519,284 | 27,975,356 | 28,507,639 | |
Operating income (loss) | 926,032 | 1,106,672 | 1,540,246 | 1,970,161 | |
Identifiable assets | 27,940,364 | 27,940,364 | 28,174,675 | ||
Goodwill | 1,354,730 | 1,354,730 | 1,354,730 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 572,190 | 4,979,755 | 16,245 | 10,202,994 | |
Unallocated corporate expenses | 1,944,221 | 2,219,618 | 4,252,643 | 3,722,339 | |
Acquisition related costs | 20,073 | 690,217 | 301,928 | 690,217 | |
Earn-out adjustments | (417,808) | 2,307,598 | (401,285) | 2,461,658 | |
Interest expense | 1,009,797 | 403,852 | 2,033,738 | 717,835 | |
Change in fair value of interest rate swaps | 76,533 | (19,255) | 124,094 | (92,458) | |
Other (income) loss, net | (109,773) | $ (59,111) | (404,441) | $ 29,185 | |
Identifiable assets | $ 45,027,327 | $ 45,027,327 | $ 8,028,438 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)financial_instrument | Jun. 30, 2019USD ($)financial_instrument | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Proceeds from sale of equity securities | $ 1,091,644 | $ 0 | ||
Realized gain on sale of equity securities | $ 148,416 | 474,227 | 0 | |
Unrealized loss on equity securities | 48,000 | 101,125 | 29,185 | |
Fair value of equity securities | $ 2,760,000 | $ 2,760,000 | $ 2,935,000 | |
Derivative asset, number of instruments held | financial_instrument | 1 | 1 | ||
Level 3 Inputs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Charge related to change in fair value of earn-out liability | $ 6,366,324 | |||
MUSA-Stainless | Level 3 Inputs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Charge related to change in fair value of earn-out liability | 0 | $ 2,461,658 | ||
Term Loan | Palmer of Texas | Interest Rate Swap | Level 2 Inputs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset, fair value, gross asset | $ 23,371 | $ 23,371 | $ 147,465 |
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 ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Earn-out payments during the period | $ 1,345,539 | $ 977,603 |
Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2018 | 7,609,384 | |
Fair value of the earn-out liability associated with the American Stainless acquisition | 6,366,324 | |
Earn-out payments during the period | (1,781,860) | |
Changes in fair value during the period | (401,285) | |
Balance at June 30, 2019 | 11,792,563 | |
MUSA-Stainless | Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2018 | 4,251,584 | |
Fair value of the earn-out liability associated with the American Stainless acquisition | 0 | $ 2,461,658 |
Earn-out payments during the period | (784,852) | |
Changes in fair value during the period | (192,065) | |
Balance at June 30, 2019 | 3,274,667 | |
MUSA-Galvanized | Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2018 | 3,357,800 | |
Fair value of the earn-out liability associated with the American Stainless acquisition | 0 | |
Earn-out payments during the period | (378,649) | |
Changes in fair value during the period | (473,000) | |
Balance at June 30, 2019 | 2,506,151 | |
ASTI | Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2018 | 0 | |
Fair value of the earn-out liability associated with the American Stainless acquisition | 6,366,324 | |
Earn-out payments during the period | (618,359) | |
Changes in fair value during the period | 263,780 | |
Balance at June 30, 2019 | $ 6,011,745 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Jan. 01, 2019 | Dec. 20, 2018 | Jul. 01, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 19, 2018 |
Business Acquisition [Line Items] | |||||||||
Expenses incurred related to acquisition | $ 262,738 | $ (3,677,271) | $ 1,189,260 | $ (7,512,434) | |||||
Estimated interest expense | 1,009,797 | 403,852 | 2,033,738 | 717,835 | |||||
Depreciation expense | 3,832,161 | 2,874,216 | |||||||
Increase (decrease) in income tax provision | (141,629) | 976,998 | (547,886) | 2,035,998 | |||||
Level 3 Inputs | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of earn-out liability | 11,792,563 | 11,792,563 | $ 7,609,384 | ||||||
American Stainless Tubing, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 21,895,409 | ||||||||
Charge related to change in fair value of earn-out liability | 218,094 | 218,094 | |||||||
Goodwill | 218,094 | 714,094 | |||||||
Customer list intangible | (496,000) | ||||||||
Additional rent expense | 121,450 | 242,899 | |||||||
Estimated interest expense | 201,192 | 412,162 | |||||||
Depreciation expense | 71,150 | 112,402 | |||||||
Increase (decrease) in income tax provision | (143,013) | ||||||||
American Stainless Tubing, Inc. | Fair Value Adjustment to Inventory | |||||||||
Business Acquisition [Line Items] | |||||||||
Expenses incurred related to acquisition | 1,147,000 | 1,147,000 | |||||||
American Stainless Tubing, Inc. | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 496,000 | ||||||||
Useful life of finite lived intangible assets acquired | 15 years | ||||||||
Customer list intangible | 496,000 | ||||||||
American Stainless Tubing, Inc. | Customer Lists | |||||||||
Business Acquisition [Line Items] | |||||||||
Customer list intangible | $ 281,499 | $ 594,000 | |||||||
American Stainless Tubing, Inc. | Level 3 Inputs | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of earn-out liability | 6,011,745 | 6,011,745 | 0 | ||||||
American Stainless Tubing, Inc. | Level 3 Inputs | Other Current Liabilities | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of earn-out liability | 2,802,828 | 2,802,828 | |||||||
Marcegalia USA, Inc. - Galvanized | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 10,378,281 | ||||||||
Marcegalia USA, Inc. - Galvanized | Level 3 Inputs | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of earn-out liability | $ 2,506,151 | $ 2,506,151 | $ 3,357,800 | ||||||
Term Loan | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt term | 5 years | 5 years | |||||||
Principal amount of debt | $ 20,000,000 | $ 20,000,000 | |||||||
Revolving Credit Facility | ABL Line Of Credit, Due October 30, 2020 | |||||||||
Business Acquisition [Line Items] | |||||||||
Maximum borrowing capacity | $ 100,000,000 | $ 80,000,000 | |||||||
American Stainless | American Stainless Tubing, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Period for which earn out payments will be received | 3 years | ||||||||
American Stainless | Earn-Out Payment | American Stainless Tubing, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Earn out payment, target percentage | 6.50% |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Allocation of Total Consideration of Assets Acquired and Liabilities Assumed (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 17,557,620 | $ 17,557,620 | $ 9,799,992 | ||
American Stainless Tubing, Inc. | |||||
Business Acquisition [Line Items] | |||||
Inventories | 5,564,000 | 5,564,000 | $ 5,564,000 | ||
Accounts receivable | 3,533,921 | 3,533,921 | 3,533,921 | ||
Other current assets - production and maintenance supplies | 605,613 | 605,613 | 605,613 | ||
Property, plant and equipment | 2,793,173 | 2,793,173 | 2,793,173 | ||
Customer list intangible | 9,504,000 | 9,504,000 | 10,000,000 | ||
Goodwill | 7,757,628 | 7,757,628 | 7,043,534 | $ 7,757,628 | |
Contingent consideration (earn-out liability) | (6,366,324) | (6,366,324) | (6,148,230) | ||
Accounts payable | (1,400,009) | (1,400,009) | (1,400,009) | ||
Other liabilities | (96,593) | (96,593) | (96,593) | ||
Total consideration | 21,895,409 | 21,895,409 | $ 21,895,409 | ||
Revisions | |||||
Inventories | 0 | ||||
Accounts receivable | 0 | ||||
Other current assets - production and maintenance supplies | 0 | ||||
Property, plant and equipment | 0 | ||||
Customer list intangible | (496,000) | ||||
Goodwill | 218,094 | 714,094 | |||
Contingent consideration (earn-out liability) | $ (218,094) | (218,094) | |||
Accounts payable | 0 | ||||
Other liabilities | 0 | ||||
Total consideration | $ 0 |
Acquisitions - Schedule Results
Acquisitions - Schedule Results of Operations Since Acquisition (Details) - American Stainless Tubing, Inc. - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||
Net sales | $ 8,557,027 | $ 18,070,247 |
Income before income taxes | $ 992,041 | $ 1,099,163 |
Acquisitions - Schedule of Pro-
Acquisitions - Schedule of Pro-Forma Information (Details) - American Stainless Tubing, Inc. - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||
Pro-forma net sales | $ 81,083,582 | $ 148,090,359 |
Pro-forma net income | $ 3,776,621 | $ 6,984,743 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.43 | $ 0.80 |
Diluted (in dollars per share) | $ 0.42 | $ 0.79 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Jan. 01, 2019USD ($) | Dec. 20, 2018USD ($)debt_installment | Jun. 30, 2019USD ($) | Dec. 19, 2018USD ($) |
Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Debt term | 5 years | 5 years | ||
Principal amount of debt | $ 20,000,000 | $ 20,000,000 | ||
Repayments of debt, number of consecutive installments | debt_installment | 60 | |||
Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 1.90% | |||
Revolving Credit Facility | ABL Line Of Credit, Due October 30, 2020 | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | $ 80,000,000 | ||
Remaining borrowing capacity | $ 20,000,000 | |||
Revolving Credit Facility | ABL Line Of Credit, Due October 30, 2020 | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 1.65% |
Lease - Narrative (Details)
Lease - Narrative (Details) | 6 Months Ended | |||
Jun. 30, 2019USD ($) | Jan. 01, 2019USD ($)renewal_option | Dec. 31, 2018USD ($) | Jan. 01, 2017USD ($) | |
Leases [Abstract] | ||||
Operating lease liabilities related to sale leaseback transactions | $ 37,053,119 | |||
Sale leaseback liabilities as a percentage of total operating lease liabilities | 97.00% | |||
Lessee, Lease, Description [Line Items] | ||||
Cumulative adjustment due to adoption of ASU | $ 0 | |||
Cumulative-effect adjustment to deferred taxes | $ 1,388,985 | $ 252,988 | ||
Incremental borrowing rate | 7.32% | |||
Right-of-use asset obtained in exchange for new operating lease liabilities | $ 4,900,243 | |||
Initial term of operating lease | 20 years | |||
Number of renewal options | renewal_option | 2 | |||
Number of years in each renewal option | 10 years | |||
Rent escalator | 125.00% | |||
Maximum rent escalator percentage | 2.00% | |||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Cumulative-effect adjustment to deferred taxes | $ 1,310,850 | |||
Retained Earnings | Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Cumulative adjustment due to adoption of ASU | $ 4,622,500 |
Lease - Schedule of Discount Ra
Lease - Schedule of Discount Rates Associated with Operating and Finance Leases (Details) | Jun. 30, 2019 |
Leases, Weighted Average Discount Rate [Abstract] | |
Operating Leases | 7.32% |
Finance Leases | 11.88% |
Lease - Schedule of Operating a
Lease - Schedule of Operating and Finance Leases Recorded in the Consolidated Balance Sheet (Details) | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Right-of-use assets, operating leases | $ 36,428,751 |
Right-of-use assets, finance leases | 488,347 |
Current lease liabilities, operating leases | 3,526,011 |
Current lease liabilities, finance leases | 248,589 |
Non-current lease liabilities, operating leases | 34,139,854 |
Non-current lease liabilities, finance leases | $ 457,933 |
Lease - Schedule of Total Lease
Lease - Schedule of Total Lease Cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,027,998 | $ 2,055,996 |
Amortization of right-of-use assets | 43,714 | 87,428 |
Interest on finance lease liabilities | 22,147 | 45,864 |
Total lease cost | $ 1,093,859 | $ 2,189,288 |
Lease - Maturities of Operating
Lease - Maturities of Operating Lease Liabilities After Adoption of 842 (Details) | Jun. 30, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2019 (excluding the six months ending June 30, 2019) | $ 1,754,079 |
2020 | 3,562,092 |
2021 | 3,635,376 |
2022 | 3,672,731 |
2023 | 3,563,383 |
Thereafter | 52,188,270 |
Total undiscounted minimum future lease payments | 68,375,931 |
Imputed Interest | 30,710,066 |
Total lease liabilities recorded as of June 30, 2019 | $ 37,665,865 |
Lease - Maturities of Finance L
Lease - Maturities of Finance Lease Liabilities After Adoption of 842 (Details) | Jun. 30, 2019USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2019 | $ 153,993 |
2020 | 329,534 |
2021 | 335,462 |
2022 | 11,998 |
2023 | 0 |
Thereafter | 0 |
Total undiscounted minimum future finance lease payments | 830,987 |
Imputed Interest | 124,465 |
Total finance lease liabilities recorded as of March 31, 2019 | $ 706,522 |
Lease - Schedule of Weighted Av
Lease - Schedule of Weighted Average Remaining Lease Term (Details) | Jun. 30, 2019 |
Weighted Average Remaining Lease Term [Abstract] | |
Operating Leases | 204 months |
Finance Leases | 30 months |
Lease - Schedule of Undiscounte
Lease - Schedule of Undiscounted Future Minimum Lease Payments for Operating Leases Before Adoption of 842 (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 |
Lease - Schedule of Undiscoun_2
Lease - Schedule of Undiscounted Future Minimum Lease Payments for Capital Leases Before Adoption of 842 (Details) | Dec. 31, 2018USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 354,299 |
2020 | 329,534 |
2021 | 335,462 |
2022 | 11,998 |
Total minimum lease payments | 1,031,293 |
Less imputed interest costs | 164,826 |
Present value of minimum lease payments | $ 866,467 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | Jan. 01, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 17,557,620 | $ 9,799,992 | ||
American Stainless Tubing, Inc. | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 7,757,628 | $ 7,757,628 | $ 7,043,534 | |
American Stainless Tubing, Inc. | Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Value of intangible assets acquired | $ 10,000,000 | |||
Useful life of finite lived intangible assets acquired | 15 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, gross | $ 32,126,000 | $ 22,622,000 |
Accumulated amortization of intangible assets | (14,668,672) | (12,925,888) |
Intangible assets, net | $ 17,457,328 | $ 9,696,112 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Estimated Amortization Expense (Details) | Jun. 30, 2019USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2019 | $ 1,776,229 |
2020 | 3,296,195 |
2021 | 3,104,819 |
2022 | 2,790,361 |
2023 | 1,245,083 |
2024 | 1,083,974 |
Thereafter | $ 4,628,111 |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) - shares | Feb. 21, 2019 | Jun. 30, 2019 |
Equity [Abstract] | ||
Number of shares authorized to be repurchased (in shares) | 850,000 | |
Period for shares to be repurchased | 24 months | |
Number of shares repurchased (in shares) | 0 |
Uncategorized Items - synl-2019
Label | Element | Value |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 10,864 |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (10,864) |
Accounting Standards Update 2018-01 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,622,500 |
Accounting Standards Update 2018-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 4,622,500 |