Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 04, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Synalloy Corporation | ||
Entity Central Index Key | 0000095953 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 77 | ||
Entity Common Stock, Shares Outstanding | 9,117,657 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Smaller Reporting Company | true | ||
Emerging Growth Company | false | ||
Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 626 | $ 2,220 |
Accounts receivable, net | 35,074 | 41,065 |
Inventories, net | ||
Raw materials | 42,643 | 59,779 |
Work-in-process | 17,354 | 21,034 |
Finished goods | 38,189 | 33,389 |
Total inventories, net | 98,186 | 114,202 |
Prepaid expenses and other current assets | 13,229 | 9,983 |
Total current assets | 147,115 | 167,470 |
Property, plant and equipment, net | 40,690 | 40,925 |
Right-of-use assets, operating leases, net | 35,772 | 0 |
Goodwill | 17,558 | 9,800 |
Intangible assets, net | 15,714 | 9,696 |
Deferred charges, net and other non-current assets | 348 | 508 |
Total assets | 257,197 | 228,399 |
Current liabilities | ||
Accounts payable | 21,150 | 25,074 |
Accrued expenses | 11,613 | 12,163 |
Current portion of long-term debt | 4,000 | 0 |
Current portion of operating lease liabilities | 3,562 | 0 |
Current portion of finance lease liabilities | 253 | 0 |
Total current liabilities | 40,578 | 37,237 |
Long-term debt | 71,554 | 76,405 |
Long-term portion of earn-out liability | 3,578 | 4,704 |
Long-term portion of operating lease liabilities | 33,723 | 0 |
Long-term portion of finance lease liabilities | 336 | 0 |
Long-term deferred sale-leaseback gain | 0 | 5,599 |
Deferred income taxes | 790 | 253 |
Other long-term liabilities | 127 | 1,717 |
Shareholders' equity | ||
Common stock, par value $1 per share - authorized 24,000,000 shares; issued 10,300,000 shares | 10,300 | 10,300 |
Capital in excess of par value | 37,407 | 36,521 |
Retained earnings | 70,552 | 68,965 |
Accumulated other comprehensive loss | 0 | 0 |
Shareholders' equity before treasury stock | 118,259 | 115,786 |
Less cost of common stock in treasury - 1,257,784 and 1,424,279 shares, respectively | 11,748 | 13,302 |
Total shareholders' equity | 106,511 | 102,484 |
Commitments and contingencies – see Note 11 | ||
Total liabilities and shareholders' equity | $ 257,197 | $ 228,399 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities and Shareholders' Equity | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares issued (in shares) | 10,300,000 | 10,300,000 |
Common stock in treasury, at cost (in shares) | 1,257,784 | 1,424,279 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 305,168 | $ 280,841 | $ 201,148 |
Cost of sales | 274,395 | 229,604 | 173,067 |
Gross profit | 30,773 | 51,237 | 28,081 |
Unallocated corporate expenses | 32,627 | 27,691 | 24,875 |
Acquisition related costs | 601 | 1,212 | 795 |
Earn-out adjustments | (747) | 1,431 | 688 |
Gain on sale-leaseback | 0 | (334) | (334) |
Operating (loss) income | (1,708) | 21,237 | 2,057 |
Other (income) and expense | |||
Interest expense | 3,818 | 2,211 | 985 |
Change in fair value of interest rate swap | 141 | (20) | (96) |
Other, net | (1,904) | 2,573 | (310) |
(Loss) Income before income taxes | (3,763) | 16,473 | 1,478 |
(Benefit from) provision for income taxes | (727) | 3,376 | 137 |
Net (loss) income | (3,036) | 13,097 | 1,341 |
Other comprehensive (loss) income, net of tax: | |||
Unrealized gains on available for sale securities, net | 0 | 0 | 355 |
Reclassification adjustment for gains included in net income, net | 0 | 0 | (366) |
Comprehensive (loss) income | $ (3,036) | $ 13,097 | $ 1,330 |
Net (loss) income per common share: | |||
Basic (in dollars per share) | $ (0.34) | $ 1.49 | $ 0.15 |
Diluted (in dollars per share) | $ (0.34) | $ 1.48 | $ 0.15 |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 8,983 | 8,806 | 8,705 |
Diluted (in shares) | 8,983 | 8,878 | 8,728 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | 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, 2016 | $ 88,593 | $ 10,300 | $ 34,714 | $ 57,937 | $ 0 | $ (14,358) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 1,341 | 1,341 | ||||
Other comprehensive loss | (11) | (11) | ||||
Payment of dividends | (1,149) | (1,149) | ||||
Stock options exercised, net | 0 | 68 | (68) | |||
Issuance of shares of common stock from the treasury | 288 | (227) | 515 | |||
Stock-based compensation expense | 638 | 638 | ||||
Ending balance at Dec. 31, 2017 | 89,700 | 10,300 | 35,193 | 58,129 | (11) | (13,911) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative adjustment due to adoption of ASU | Accounting Standards Update 2016-01 | 0 | (11) | 11 | |||
Net (loss) income | 13,097 | 13,097 | ||||
Payment of dividends | (2,250) | (2,250) | ||||
Stock options exercised, net | (149) | 247 | (396) | |||
Issuance of shares of common stock from the treasury | 276 | (317) | 593 | |||
Stock-based compensation expense | 827 | 827 | ||||
Issuance of shares in connection with at-the-market offering | 983 | 571 | 412 | |||
Ending balance at Dec. 31, 2018 | 102,484 | 10,300 | 36,521 | 68,965 | 0 | (13,302) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative adjustment due to adoption of ASU | Accounting Standards Update 2016-02 | 4,623 | 4,623 | ||||
Net (loss) income | (3,036) | (3,036) | ||||
Stock options exercised, net | 45 | 12 | 33 | |||
Issuance of shares of common stock from the treasury | 304 | (1,217) | 1,521 | |||
Stock-based compensation expense | 2,091 | 2,091 | ||||
Ending balance at Dec. 31, 2019 | $ 106,511 | $ 10,300 | $ 37,407 | $ 70,552 | $ 0 | $ (11,748) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Payment of dividends (in dollars per share) | $ 0 | $ 0.25 | $ 0.13 |
Issuance of common stock from the treasury (in shares) | 162,869 | 66,632 | 58,532 |
Stock options exercised, net (in shares) | 3,628 | 31,488 | 5,389 |
Shares issued in connection at-the-market offering (in shares) | 0 | 44,378 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||
Net (loss) income | $ (3,036) | $ 13,097 | $ 1,341 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation expense | 7,578 | 6,412 | 5,295 |
Amortization expense | 3,486 | 2,363 | 2,443 |
Amortization of debt issuance costs | 160 | 132 | 60 |
Unrealized (gain) loss on equity securities | (1,547) | 2,573 | 0 |
Deferred income taxes | (773) | (383) | (1,037) |
Gain on sale of available for sale securities | (326) | 0 | (310) |
Earn-out adjustments | (747) | 1,431 | 688 |
Payments of earn-out liabilities in excess of acquisition date fair value | (448) | (194) | 0 |
(Reduction of) provision for losses on accounts receivable | (171) | 240 | 202 |
Provision for losses on inventories | 1,617 | 1,828 | 1,196 |
(Gain) loss on sale of property, plant and equipment | (50) | (18) | 25 |
Amortization of deferred gain on sale-leaseback | (334) | (334) | |
Noncash lease expense | 560 | 445 | 397 |
Change in fair value of interest rate swap | (141) | (20) | (96) |
Issuance of treasury stock for director fees | 304 | 276 | 288 |
Stock-based compensation expense | 2,091 | 827 | 638 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 9,696 | (10,413) | (10,877) |
Inventories | 19,962 | (41,157) | (7,088) |
Other assets and liabilities | 179 | (1,524) | 11,230 |
Accounts payable | (5,323) | (234) | 7,572 |
Accrued expenses | (3,317) | 2,093 | (9,424) |
Accrued income taxes | (1,114) | 1,339 | 26 |
Net cash provided by (used in) operating activities | 28,640 | (21,221) | 2,235 |
Investing activities | |||
Purchases of property, plant and equipment | (4,537) | (7,355) | (5,279) |
Proceeds from sale of property, plant and equipment | 189 | 0 | 73 |
Purchases of equity securities | (544) | (4,970) | (4,383) |
Proceeds from sale of available for sale securities | 1,092 | 0 | 4,142 |
Acquisition of the stainless pipe and tube assets of Marcegaglia USA, Inc. (MUSA) | 0 | 0 | (11,953) |
Acquisition of the galvanized pipe and tube assets of MUSA | 0 | (10,378) | 0 |
Acquisition of ASTI | (21,895) | 0 | 0 |
Net cash (used in) provided by investing activities | (25,695) | (22,703) | (17,400) |
Financing activities | |||
(Repayments) borrowings from line of credit | (17,185) | ||
(Repayments) borrowings from line of credit | 50,492 | 17,109 | |
Borrowings from term loan | 20,000 | 0 | 0 |
Net proceeds from at-the-market offering | 0 | 983 | 0 |
Payments on long-term debt | (3,666) | 0 | 0 |
Principal payments on finance lease obligations | (106) | (337) | (125) |
Payments on earn-out liabilities | (3,627) | (2,261) | (518) |
Payments of debt issuance costs | 0 | (383) | (200) |
Proceeds from exercised stock options | 45 | 142 | 0 |
Dividends paid | 0 | (2,215) | (1,149) |
Tax withholdings related to net share settlements of exercised stock options | 0 | (291) | 0 |
Net cash (used in) provided by financing activities | (4,539) | 46,130 | 15,117 |
(Decrease) increase in cash and cash equivalents | (1,594) | 2,206 | (48) |
Cash and cash equivalents at beginning of year | 2,220 | 14 | 62 |
Cash and cash equivalents at end of year | $ 626 | $ 2,220 | $ 14 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Description of Business Synalloy Corporation (the "Company") was incorporated in Delaware in 1958 as the successor to a chemical manufacturing business founded in 1945. Its charter is perpetual. The name was changed on July 31, 1967 from Blackman Uhler Industries, Inc. The Company's executive office is located at 4510 Cox Road, Suite 201, Richmond, Virginia 23060. The Company's business is divided into two reportable operating segments, the Metals Segment and the Specialty Chemicals Segment. As of December 31, 2019, the Metals Segment operated as three reportable units including Welded Pipe & Tube Operations, a unit that includes Bristol Metals, LLC ("BRISMET") and American Stainless Tubing, LLC ("ASTI"), which began operations effective January 1, 2019 pursuant to our acquisition of substantially all of the assets of American Stainless Tubing, Inc. ("American Stainless") (see Note 15 to the Consolidated Financial Statements), Palmer of Texas Tanks, Inc. ("Palmer"), and Specialty Pipe & Tube, Inc. ("Specialty"). Welded Pipe & Tube Operations manufactures stainless steel, galvanized, ornamental stainless steel tubing, and other alloy pipe and tube, Palmer manufactures liquid storage solutions and separation equipment and Specialty is a master distributor of seamless carbon pipe and tube. The Specialty Chemicals Segment operates as one reportable unit and is comprised of MC and CRI Tolling, and produces specialty chemicals. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. The Metals Segment is comprised of four subsidiaries: Synalloy Metals, Inc. which owns 100 percent of BRISMET, located in Bristol, Tennessee and Munhall, Pennsylvania; ASTI, located in Troutman and Statesville, North Carolina; Palmer, located in Andrews, Texas and Specialty, located in Mineral Ridge, Ohio and Houston, Texas. The Specialty Chemicals Segment consists of two subsidiaries: MS&C which owns 100 percent of MC, located in Cleveland, Tennessee and CRI Tolling, located in Fountain Inn, South Carolina. All significant intercompany transactions have been eliminated. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable from the sale of products are recorded at net realizable value and the Company generally grants credit to customers on an unsecured basis. Substantially all of the Company's accounts receivable are due from companies located throughout the United States. The Company provides an allowance for doubtful accounts for projected uncollectable amounts. The allowance is based upon a review of outstanding receivables, historical collection information and existing economic conditions. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables are generally due within 30 to 60 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. Inventory cost is adjusted when its recorded cost is below net realizable value. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below cost. This would indicate that an adjustment would be required. In addition, the Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory. The Company identified inventory items with no sales activity for finished goods or no usage for raw materials for a certain period of time. For those inventory items not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost less any estimated scrap proceeds. The Company reserved $0.3 million at December 31, 2019 and December 31, 2018 , respectively. • Estimated quantity losses. The Company performs an annual physical count of inventory during the fourth quarter each year. For those facilities that complete their physical inventory counts before the end of December, a reserve is established for the potential quantity losses that could occur subsequent to their physical inventory. This reserve is based upon the most recent physical inventory results. At December 31, 2019 and December 31, 2018 , the Company had $0.4 million reserved for physical inventory quantity losses. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful life of the assets. Leasehold improvements are depreciated over the shorter of their useful lives or the remaining non-cancellable lease term, buildings are depreciated over a range of 10 years to 40 years , and machinery, fixtures and equipment are depreciated over a range of three years to 20 years . The costs of software licenses are amortized over five years using the straight-line method. The Company continually reviews the recoverability of the carrying value of long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. When the future undiscounted cash flows of the operation to which the assets relate do not exceed the carrying value of the asset, the assets are written down to fair value. Business Combinations Acquisitions are accounted for using the acquisition method of accounting for business combinations. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired, if any, and liabilities assumed. Goodwill, Intangible Assets and Deferred Charges Goodwill, arising from the excess of purchase price over fair value of net assets of businesses acquired, is not amortized but is reviewed annually, at the reporting unit level, in the fourth quarter for impairment and whenever events or circumstances indicate that the carrying value may not be recoverable. No goodwill impairment was identified as a result of the testing procedures performed for the years ended December 31, 2019 and December 31, 2018 . Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions. Deferred charges represent other intangible assets and debt issuance costs. Intangible assets are amortized over their estimated useful lives using either an accelerated or straight-line method. Deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from three to 10 years and intangible assets are amortized over a period ranging from eight to 15 years. The weighted average amortization period for the customer relationships is approximately thirteen years. Deferred charges and intangible assets totaled $32.6 million and $23.2 million at December 31, 2019 and December 31, 2018 , respectively. Accumulated amortization of deferred charges and intangible assets as of December 31, 2019 and December 31, 2018 totaled $16.6 million and $13.0 million , respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets, excluding deferred charges is as follows: (in thousands) 2020 3,238 2021 3,051 2022 2,741 2023 1,200 2024 1,043 Thereafter 4,442 The Company recorded amortization expense of $3.5 million for 2019 and $2.4 million for 2018 and 2017 , respectively, which excludes amortization expense of debt issuance costs, which is reflected in the consolidated financial statements as interest expense. Earn-Out Liability In connection with the MUSA-Stainless acquisition on February 28, 2017, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of stainless steel pipe and tube (outside diameter of 10 inches or less). The fair value of the contingent consideration was estimated by applying the Monte Carlo simulation approach using management's estimates of pounds shipped and future price per unit. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. In connection with the MUSA-Galvanized acquisition on July 1, 2018, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of galvanized pipe and tube. The fair value of the contingent consideration was estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. In connection with the American Stainless acquisition on January 1, 2019, the Company is required to make quarterly earn-out payments to American Stainless 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. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its standalone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines standalone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. Shipping Costs Shipping costs of approximately $10.9 million , $9.8 million and $7.5 million in 2019 , 2018 and 2017 , respectively, are recorded in cost of goods sold. Research and Development Expenses The Company incurred research and development expense of approximately $0.6 million , $0.5 million and $0.6 million in 2019 , 2018 and 2017 , respectively. Stock-Based compensation Share-based payments to employees, including grants of employee stock options, are recognized in the Consolidated Statements of Operations as compensation expense (based on their estimated fair values at grant date) generally over the vesting period of the awards using the straight-line method. Any forfeitures of stock-based awards are recorded as they occur. See Note 7 for disclosures related to stock-based compensation. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing accounts and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Additionally, the Company maintains reserves for uncertain tax provisions, if necessary. Earnings Per Share of Common Stock Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. Fair Market Value The Company makes estimates of fair value in accounting for certain transactions, in testing and measuring impairment and in providing disclosures of fair value in its consolidated financial statements. The Company determines the fair values of its financial instruments for disclosure purposes by maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Fair value disclosures for assets and liabilities are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are less active. Level 3 - Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques. Estimates of fair value using levels 2 and 3 may require judgments as to the timing and amount of cash flows, discount rates, and other factors requiring significant judgment, and the outcomes may vary widely depending on the selection of these assumptions. The Company's most significant fair value estimates as of December 31, 2019 and December 31, 2018 relate to the purchase price allocation relating to the 2019 American Stainless, 2018 MUSA-Galvanized, and 2017 MUSA-Stainless acquisitions, earn-out liabilities, estimating the fair value of the reporting units in testing goodwill for impairment, estimating the fair value of the interest rate swap, and providing disclosures of the fair values of financial instruments. Leases The Company determines whether an arrangement is a lease at contract inception. For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. Lease liabilities represent an obligation to make lease payments arising from a lease while right-of-use assets represent a right to use an underlying asset during the lease term. As the Company's leases generally do not have a readily determinable implicit rate, the Company uses its incremental borrowing rate to determine the present value of fixed lease payments based on information available at the lease commencement date. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions, primarily for testing goodwill for impairment, determining balances for the earn-out liabilities, estimating fair value of identifiable assets acquired and liabilities assumed as a result of business acquisitions and for establishing reserves on accounts receivable, inventories and environmental issues, that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits and trade accounts receivable. Recent accounting pronouncements Recently Issued Accounting Standards - Adopted In 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. The Company elected the package of practical expedients permitted under the transition guidance which allowed us to carry-forward our historical lease classification, our assessment on whether a contract contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. The Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualified. On adoption, we recognized additional operating lease liabilities of $33.1 million 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 $32.2 million . On January 1, 2019, the Company also recorded cumulative-effect increases to equity and deferred tax assets totaling $4.6 million and $1.3 million , 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 year ended December 31, 2019. See Note 10 for further information related to the Company's leases. In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers (Topic 606)." Topic 606 supersedes the revenue recognition requirements in Topic 605 "Revenue Recognition (Topic 605)," and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. The adoption of this standard did not have a material effect on the Company's consolidated financial statements. See Note 17 for further details. Recently Issued Accounting Standards - Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The updated guidance amends the current accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions, and reasonable and supportable forecasts rather than the incurred loss model which reflects losses that are probable. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of this new standard to have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 "Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment." The updated guidance eliminated step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to a reporting unit with a zero or negative carrying amount of net assets should be disclosed. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of this new standard to have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13 "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." 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 does not expect the adoption of this new standard to have a material impact on the consolidated financial statements or footnote disclosures. In December 2019, the FASB issued ASU No. 2018-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation, and calculating income taxes in interim periods. This ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new standard will have on its condensed consolidated financial statements and footnote disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations. The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, revolving line of credit and equity investments. Assets and Liabilities Measured at Fair Value on a Recurring Basis The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Level 1: Equity securities The fair value of equity securities held by the Company as of December 31, 2019 and December 31, 2018 was $4.3 million and $2.9 million , respectively, and is included in "Prepaid expenses and other current assets" on the accompanying Consolidated Balance Sheets. Level 2: Derivative instruments The Company had 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 inputs. The fair value of the interest swap contract entered into on August 21, 2012 was an asset of $6,088 and $0.1 million at December 31, 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. See Note 14 for for further discussion of the interest rate swap. Level 3: Contingent consideration (earn-out) liabilities The fair value of contingent consideration liabilities ("earn-out") resulting from the 2017 MUSA-Stainless acquisition, 2018 MUSA-Galvanized acquisition, and 2019 American Stainless acquisition are classified as Level 3. The fair value of the MUSA-Stainless earn-out was estimated by applying the Monte Carlo Simulation approach using management's projection of pounds to be shipped and future price per unit. The fair value of the MUSA-Galvanized earn-out was estimated by applying the probability-weighted expected return method, using management's projection of pounds to be shipped and future price per unit. The fair value of the American Stainless earn-out was estimated by applying the probability-weighted expected return method using management's estimates 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 Level 3 earn-out liabilities measured on a recurring basis for 2019 and 2018: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance at December 31, 2017 $ 4,834 $ — $ — $ 4,834 Fair value of the earn-out liability associated with the MUSA-Galvanized acquisition — 3,800 — $ 3,800 Earn-out payments during the period (2,164 ) (291 ) — $ (2,455 ) Changes in fair value during the period 1,582 (151 ) — $ 1,431 Balance at December 31, 2018 $ 4,252 $ 3,358 $ — $ 7,610 Fair value of the earn-out liability associated with the American Stainless (ASTI) acquisition — — 6,366 $ 6,366 Earn-out payments during period (1,634 ) (712 ) (1,729 ) $ (4,075 ) Changes in fair value during the period (215 ) (864 ) 332 $ (747 ) Balance at December 31, 2019 $ 2,403 $ 1,782 $ 4,969 $ 9,154 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company's only significant measurements of assets and liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain acquisition related assets and liabilities as of December 31, 2019 and December 31, 2018 , respectively. Customer List Intangible Asset During the second quarter of 2019, management revised the initial estimate of the fair value of the customer list intangible asset acquired during the American Stainless acquisition, resulting in a decrease to the customer list intangible asset of $0.5 million (see Note 15 to the consolidated financial statements for additional information regarding this fair value measurement). In the fourth quarter of 2018, management adjusted the fair value of the customer list intangible asset acquired during the MUSA-Galvanized acquisition by $0.3 million (see Note 15 to the consolidated financial statements for additional information regarding this fair value measurement). Contingent consideration (earn-out) liabilities During the second quarter of 2019, management revised the initial estimate of the fair value of the contingent consideration (earn-out) liability from the American Stainless acquisition, resulting in an increase to the earn-out liability of $0.2 million (see Note 15 to the consolidated financial statements for additional information regarding this fair value measurement). Fair Value of Financial Instruments For short-term instruments, other than those required to be reported at fair value on a recurring and non-recurring basis and for which disclosures are included above, management concluded the historical carrying value is a reasonable estimate of the fair value because of the short period of time between origination of such instruments and their expected realization. Therefore, as of December 31, 2019 and December 31, 2018 , the carrying amount for cash and cash equivalents, accounts receivable, accounts payable, and the Company's revolving line of credit, which is based on a variable rate, approximates fair value. There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 or changes in the fair value methodologies used by the Company in the years ended December 31, 2019 or December 31, 2018 . |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: (in thousands) 2019 2018 Land $ 63 $ 63 Leasehold improvements 1,921 1,163 Buildings 214 412 Machinery, fixtures and equipment 100,300 92,931 Construction-in-progress 2,999 3,644 105,497 98,213 Less accumulated depreciation 64,807 57,288 Property, plant and equipment, net $ 40,690 $ 40,925 The Company recorded depreciation expense of $7.6 million , $6.4 million , and $5.3 million for 2019 , 2018 and 2017 , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Changes in the carrying amount of goodwill by segment for the year ended December 31, 2019 and December 31, 2018 are as follows: (in thousands) Specialty Chemicals Segment Metals Segment Total Balance at December 31, 2017 $ 1,355 $ 4,649 $ 6,004 MUSA-Galvanized Acquisition — 3,796 3,796 Balance at December 31, 2018 $ 1,355 $ 8,445 $ 9,800 American Stainless Acquisition — 7,758 7,758 Balance December 31, 2019 $ 1,355 $ 16,203 $ 17,558 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt (in thousands) 2019 2018 $100 million Revolving line of credit, due December 20, 2021 $ 59,221 $ 76,405 $20 million Term loan, due January 1, 2024 $ 16,333 $ — $ 75,554 $ 76,405 On August 31, 2016, the Company amended its Credit Agreement with its bank to create a new credit facility in the form of an asset-based revolving line of credit (the "Line") in the amount of $45 million . The Line was used to refinance and consolidate all previous debt agreements. Interest on the Line was calculated using the One Month LIBOR Rate (as defined in the Credit Agreement), plus a pre-defined spread. Borrowings under the Line were limited to an amount equal to a Borrowing Base calculation (as defined in the Credit Agreement) that includes eligible accounts receivable and inventory. Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible assets, including the stock and membership interests of its subsidiaries. In the Credit Agreement, the Company's bank agreed to release its liens on the real estate properties covered by the Purchase and Sale Agreement with Store Funding, as described in Note 10. On October 30, 2017, the Company amended its Credit Agreement with its bank to increase the limit of the Line by $20 million to a maximum of $65 million and extended the maturity date. None of the other provisions of the Credit Agreement were changed as a result of this amendment. On June 29, 2018, the Company amended its Credit Agreement with its bank to increase the limit of the Line by $15 million to a maximum of $80 million . As a result of the amendment, the interest rate on the Line is now calculated using One Month LIBOR plus a spread of 1.65 percent . None of the other provisions of the Credit Agreement were changed as a result of this amendment. On December 20, 2018, the Company amended its Credit Agreement with its bank to refinance and increase its Line from $80 million to $100 million and to create a new 5 -year term loan in the principal amount of $20 million (the “Term Loan”). The Term Loan was used to finance the American Stainless acquisition (see Note 15). The Term Loan’s maturity date is February 1, 2024 and shall be repaid in 60 consecutive monthly installments. Interest on the Term Loan is calculated using the One Month LIBOR Rate (as defined in the Credit Agreement), plus 1.90 percent . The Line will be used for working capital needs and as a source for funding future acquisitions. The maturity date has been extended to December 20, 2021. Interest on the Line remains unchanged and is calculated using the One Month LIBOR Rate, plus 1.65 percent . Borrowings under the Line are limited to an amount equal to a Borrowing Base calculation that includes eligible accounts receivable and inventory. Covenants under the Credit Agreement include maintaining a minimum fixed charge coverage ratio, maintaining a minimum tangible net worth, and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. The Company evaluated this transaction and determined the restructuring should be accounted for as a debt modification. The Company incurred lender and third-party costs associated with the debt restructuring that were capitalized on the balance sheet in non-current assets. At December 31, 2019 , the Company was in compliance with all debt covenants. The Line interest rate was 3.50 percent and 4.19 percent at December 31, 2019 and December 31, 2018 , respectively. Additionally, the Company is required to pay a fee equal to 0.15 percent on the average daily unused amount of the Line on a quarterly basis. As of December 31, 2019 , the amount available for borrowing under the Line was $72.6 million of which $59.2 million was borrowed, leaving $13.4 million of availability. Average Line borrowings outstanding during fiscal 2019 and 2018 were $69.1 million and $49.0 million with weighted average interest rates of 5.52 percent and 4.51 percent , respectively. The term loan interest rate was 3.69 percent at December 31, 2019 . As of December 31, 2019 , the Company had outstanding borrowings against the term loan of $16.3 million . The Company made interest payments on all credit facilities of $3.5 million in 2019 , $1.7 million in 2018 and $0.9 million in 2017 . Principal payments on long-term debt during the next five fiscal years and thereafter are as follows (in thousands): 2020 4,000 2021 63,221 2022 4,000 2023 4,000 2024 333 Thereafter — |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: (in thousands) 2019 2018 Salaries, wages, and commissions 2,972 5,208 Taxes, other than income taxes 406 852 Current portion of earn-out liability 5,576 2,907 Advances from customers 153 178 Insurance 578 321 Professional fees 265 256 Warranty reserve 11 38 Benefit plans 242 266 Insurance financing liability 668 347 Current portion, capital lease obligation 39 267 Customer rebate liability 275 701 Current portion, deferred gain sale-leaseback — 334 Other accrued items 428 488 Total accrued expenses $ 11,613 $ 12,163 |
Stock - Based Compensation
Stock - Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock - Based Compensation | Stock-Based Compensation Overview of Stock-Based Compensation Plans The Company has a number of active equity incentive plans under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. A total of 500,000 shares have been previously authorized for grant to key employees and non-employee directors. As of December 31, 2019 , there were 215,823 shares remaining available for grants under the currently active equity incentive plans. The Company recognized stock-based compensation expense within SG&A expense on the consolidated statement of earnings of $2.1 million , $0.8 million , and $0.6 million in 2019 , 2018 , and 2017 , respectively. The associated income tax benefit recognized was $0.4 million for 2019 , and $0.2 million for 2018 and 2017 , respectively. Stock Options 2011 Long-Term Incentive Stock Option Plan The 2011 Long-Term Incentive Stock Option Plan (the "2011 Plan") is an incentive stock option plan; therefore, there are no income tax consequences to the Company when an option is granted or exercised. The stock options will vest in 20 percent or 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the options to vest, the employee must be in the continuous employment of the Company since the date of the grant. Except for death, disability, or qualifying retirement, any portion of the grant that has not vested will be forfeited upon termination of employment. Shares representing grants that have not yet vested will be held in escrow by the Company. An employee will not be entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. A summary of activity in the Company's stock option plans is as follows: Weighted Average Exercise Price Options Outstanding Weighted Average Contractual Term (in years) Intrinsic Value of Options Options Available At December 31, 2016 $ 12.77 173,048 5.4 $ — 152,965 Exercised $ 11.55 (25,632 ) $ 78,818 Expired $ 15.26 (1,905 ) 1,905 At December 31, 2017 $ 12.96 145,511 4.6 $ 156,445 154,870 Exercised $ 12.09 (85,440 ) $ 842,742 Expired $ 16.01 (975 ) 975 At December 31, 2018 $ 14.16 59,096 4.8 $ 143,737 155,845 Exercised $ 12.61 (3,628 ) — At December 31, 2019 $ 14.26 55,468 3.8 $ 18,331 155,845 Exercisable options $ 14.13 51,745 3.7 $ 18,331 Options expected to vest: Grant Date Fair Value December 31, 2017 $ 14.72 25,650 6.5 $ 6.41 Vested $ 14.78 (15,380 ) $ 6.38 Forfeited unvested options $ 16.01 (301 ) At December 31, 2018 $ 15.83 9,969 6.0 $ 6.44 Vested $ 15.72 (6,246 ) $ 6.46 At December 31, 2019 $ 16.01 3,723 5.1 $ 6.11 The following table summarizes information about stock options outstanding at December 31, 2019 : Range of Exercise Prices Outstanding Stock Options Exercisable Stock Options Shares Weighted Average Shares Weighted Average Exercise Price Exercise Price Remaining Contractual Life in Years $ 11.35 11,713 $ 11.35 2.10 11,713 $ 11.35 $ 13.70 13,994 $ 13.70 3.10 13,994 $ 13.70 $ 14.76 8,109 $ 14.76 4.14 8,109 $ 14.76 $ 16.01 21,652 $ 16.01 5.11 17,929 $ 16.01 55,468 51,745 In 2019 and 2018 , options for 3,628 and 85,440 shares, respectively, were exercised by employees and directors for an aggregate exercise price of $45,734 and $1.0 million , respectively. At the 2019 , 2018 and 2017 respective year ends, options to purchase 51,745 , 49,127 and 119,861 shares, respectively, with weighted average exercise prices of $14.13 , $13.82 and $12.45 , respectively, were fully exercisable. Compensation cost charged against income before taxes for the options was approximately $31,186 for 2019 , $46,529 for 2018 and $80,966 for 2017 . As of December 31, 2019 , there was $2,261 of unrecognized compensation cost related to unvested stock options granted under the Company's stock option plans. The weighted average period over which the stock option compensation cost is expected to be recognized is 0.11 years. Restricted Stock Awards 2005 Stock Awards Plan The Compensation & Long-Term Incentive Committee ("Compensation Committee") of the Board of Directors of the Company approved stock grants under the Company's 2005 Stock Awards Plan to certain management employees of the Company. The stock grants will vest in 20 percent or 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the grants to vest, the employee must be in the continuous employment of the Company since the date of the grant. Any portion of the grant that has not vested will be forfeited upon termination of employment. Shares representing grants that have not yet vested will be held in escrow by the Company. An employee will not be entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. 2015 Stock Awards Plan The 2015 Stock Awards Plan was approved by the Compensation Committee and authorizes the issuance of up to 250,000 shares which can be awarded for a period of 10 years from the effective date of the plan. Prior to May 9, 2017, as discussed below, the stock awards vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant from shares held in treasury with the Company. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Except for death, disability, or qualifying retirement, any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2015 Stock Awards Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. On February 8, 2017, the Compensation Committee approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 44,687 shares with a market price of $12.30 per share were granted under the Plan. Effective May 1, 2017, the Company's Board of Directors approved the First Amendment to the 2015 Stock Awards Plan. The amendment grants the Compensation Committee the authority to establish and amend vesting schedules for stock awards made pursuant to the 2015 Stock Awards Plan. On May 9, 2017, the Committee approved the amendment of the vesting schedules for the May 5, 2016 and February 8, 2017 stock grants reducing the vesting period from five years to three years . As a result of this amendment, compensation expense increased in 2017 by $75,756 and $67,180 , for the five employees receiving grants on May 5, 2016 and eight employees receiving grants on February 8, 2017, respectively. On February 7, 2018, the Compensation Committee approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 65,527 shares with a market price of $12.47 per share were granted under the Plan. These stock awards vest in either 20 percent or 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. On February 6, 2019, the Compensation Committee approved stock 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 on a cumulative basis, beginning one year after the date of grant. On May 17, 2018, a majority of the shareholders of the Company, upon the recommendation of the Company's Board of Directors, voted to amend and restate the 2015 Stock Awards Plan to increase the authorization of issuances from 250,000 shares to 500,000 shares. A summary of plan activity for the 2005 and 2015 Stock Awards Plans is as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 121,302 $ 10.03 Granted February 8, 2017 44,687 $ 12.30 Vested (34,322 ) $ 10.45 Outstanding at December 31, 2017 131,667 $ 10.69 Granted February 7, 2018 65,527 $ 12.47 Vested (51,775 ) $ 10.84 Forfeited (3,245 ) $ 10.96 Outstanding at December 31, 2018 142,174 $ 11.45 Granted February 6, 2019 44,949 $ 15.72 Vested (84,734 ) $ 11.76 Forfeited (1,614 ) $ 12.44 Outstanding at December 31, 2019 100,775 $ 13.28 Compensation expense on the grants issued is charged against earnings equally before forfeitures, if any, with the offset recorded in Shareholders' Equity. Compensation cost charged against income for the awards was approximately $1.4 million for 2019 , $0.8 million , for 2018 and $0.6 million for 2017 . As of December 31, 2019 , there was $0.8 million of total unrecognized compensation cost related to unvested stock grants under the Company's Stock Awards Plan. The weighted average period over which the stock grant compensation cost is expected to be recognized is 2.11 years. Performance-Based Restricted Stock Awards The Company issues performance-based restricted stock classified as equity awards. Expense is recognized on a straight-line method over the requisite service period, based on the probability of achieving the performance condition, with changes in expectations recognized as an adjustment to earnings in the period of change. Compensation cost is not recognized for performance-based restricted stock awards that do not vest because service or performance conditions are not satisfied and any previously recognized compensation cost is reversed. Performance-based restricted stock awards do not have dividend rights. The Company recognized forfeitures as they occur. The Company's performance-based restricted stock awards are classified as equity and contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The performance condition is based on the achievement of the Company's EBITDA targets. The fair value of the performance-based restricted stock awards are determined based on the closing market price of our stock on the date of grant. In general, 0% to 150% of the Company's performance-based restricted stock awards vest at the end of a three year service period from the date of grant based upon achievement of the specified performance condition. The total fair value of performance-based restricted stock awards vesting was approximately $0.4 million in 2019 . There were no performance-based restricted stock awards that vested in 2018 or 2017 , respectively. A summary of the status of our non-vested performance-based restricted stock awards at December 31, 2019 , and changes during fiscal 2019 , were as follows: Units (1) Weighted-Average Grant Date Fair Value Outstanding at December 31, 2018 100,037 $ 10.56 Granted 35,887 $ 15.72 Vested (2) (57,938 ) $ 9.58 Forfeited/Canceled — $ — Non-vested at December 31, 2019 77,986 $ 13.66 (1)The number of units presented is based on achieving the targeted performance goals as defined in the performance award agreement. As of December 31, 2019 , the maximum number of non-vested shares under the provisions of the agreement was 116,979 . (2) Excludes the vesting of an additional 4,284 shares due to performance conditions of the awards exceeding target. At December 31, 2019 , there was $0.2 million of unrecognized compensation expense related to non-vested performance-based restricted stock awards that is expected to be recognized over a weighted-average period of 1.36 years . Non-Employee Director Compensation Plan Each year, the Company allows each non-employee director to elect to receive up to 100 percent of the director's annual retainer in restricted stock. The number of restricted shares issued is determined by the average of the high and low common stock price on the day prior to the Annual Meeting of Shareholders or the date prior to the appointment to the Board for those individuals that are appointed mid-term. On May 16, 2019 , May 17, 2018 and May 18, 2017 , non-employee directors received an aggregate of 15,909 , 14,857 and 24,209 shares, respectively, of restricted stock in lieu of total retainer fees of $304,000 , $276,000 and $287,500 , respectively. The shares granted to the directors are not registered under the Securities Act of 1933 and are subject to forfeiture in whole or in part upon the occurrence of certain events. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets are as follows at the respective year ends: (in thousands) 2019 2018 Deferred income tax assets: Sale leaseback deferred gain $ — $ 1,311 Inventory valuation reserves 199 174 Inventory capitalization 1,696 1,501 Accrued bonus 497 911 State net operating loss carryforwards 1,835 1,934 Federal net operating loss carryforwards 139 — Equity security mark to market 217 622 Straight line lease — 231 Lease liabilities 8,945 150 Interest limitation carryforwards 754 — Other 445 453 Total deferred income tax assets 14,727 7,287 Valuation allowance (1,700 ) (1,766 ) Total net deferred income tax assets 13,027 5,521 Deferred income tax liabilities: Tax over book depreciation and amortization 4,859 5,121 Prepaid expenses 296 377 Lease assets 8,537 92 Interest rate swap 77 104 Other 48 80 Total deferred income tax liabilities 13,817 5,774 Deferred income taxes $ (790 ) $ (253 ) Significant components of the provision for income taxes from continuing operations are as follows: (in thousands) 2019 2018 2017 Current: Federal $ (10 ) $ 3,469 $ 1,067 State 57 290 107 Total current 47 3,759 1,174 Deferred: Federal (833 ) (108 ) (1,043 ) State 59 (275 ) 6 Total deferred (774 ) (383 ) (1,037 ) Total $ (727 ) $ 3,376 $ 137 The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: (in thousands) 2019 2018 2017 Amount % Amount % Amount % Tax at U.S. statutory rates $ (790 ) 21.0 % $ 3,459 21.0 % $ 503 34.0 % State income taxes, net of federal tax benefit 165 (4.4 )% 269 1.6 % 66 4.4 % State valuation allowance (60 ) 1.6 % (315 ) (1.9 )% 8 0.6 % Manufacturing exemption — — % — — % (117 ) (7.9 )% Stock option compensation (155 ) 4.1 % (39 ) (0.2 )% — — % Executive compensation limitation 57 (1.5 )% — — % — — % Other nondeductible expenses 64 (1.7 )% — — % — — % Rate change effects — — % — — % (381 ) (25.8 )% Other, net (8 ) 0.2 % 2 — % 58 4.0 % Total $ (727 ) 19.3 % $ 3,376 20.5 % $ 137 9.3 % Income tax payments of $1.2 million , $2.4 million and $2.6 million were made in 2019 , 2018 and 2017 , respectively. The Company has US Federal net operating loss carryforwards of $0.7 million and interest limitation carryforwards of $3.5 million at the end of fiscal year 2019. Such items are not subject to expiration. The Company also had state net operating loss carryforwards at the end of fiscal years 2019 and 2018 of $43.6 million and $46.5 million , respectively. The majority of these losses will expire between the years of 2020 and 2037, while various losses are not subject to expiration. A valuation allowance has been set up against $40.3 million of these state net operating loss carryforwards because it is not more likely than not that the losses will be realized in the foreseeable future. The portion of the valuation allowance for the state net operating loss carryforwards was $1.7 million at December 31, 2019 and December 31, 2018 respectively. In addition, $47,504 and $76,747 valuation allowance was established at December 31, 2019 and 2018 respectively, for other deferred tax assets. This resulted in a valuation allowance decrease of $66,744 . 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 2014. The Company had no uncertain tax position activity during 2019 or 2018 . The Company's continuing practice is to recognize interest and/or penalties related to income tax matters in the provision for income taxes. The Company had no accruals for uncertain tax positions including interest and penalties at the end of 2019 . |
Benefit Plans and Collective Ba
Benefit Plans and Collective Bargaining Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Benefit Plans and Collective Bargaining Agreements | Benefit Plans and Collective Bargaining Agreements The Company has a 401(k) Employee Stock Ownership Plan (the "401(k)/ESOP Plan") covering all non-union employees. Employees could contribute to the 401(k)/ESOP Plan up to 100 percent of their wages with a maximum of $19,000 for 2019 . Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,000 per year for a maximum of $25,000 for 2019 . Contributions by the employees are invested in one or more funds at the direction of the employee; however, employee contributions cannot be invested in Company stock. For the year ended December 31, 2015, contributions by the Company were made in cash and then used by the 401(k)/ESOP Plan Trustee to purchase Company stock. Effective January 1, 2016, contributions by the Company are made in accordance with the investment elections made by each participant for his or her deferral contributions. The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage determined each year by the Board of Directors. For 2019 , 2018 and 2017 the maximum was 100 percent of employee contributions up to a maximum of four percent of their eligible compensation. The matching contribution is applied to the employee accounts after each payroll. Matching contributions of approximately $0.8 million , $0.7 million and $0.6 million were made for 2019 , 2018 and 2017 , respectively. The Company may also make a discretionary contribution, which if made, would be distributed to all eligible participants regardless of whether they contribute to the 401(k)/ESOP Plan. No discretionary contributions were made to the 401(k)/ESOP Plan in 2019 , 2018 or 2017 . The Company also has a 401(k) and Profit Sharing Plan (the "Bristol Plan") covering all employees as part of the United Steel Workers of America, Local Union 4586 Collective Bargaining Agreement (the "Bristol CBA"). Employees could contribute to the Bristol Plan up to 60 percent of pretax annual compensation, as defined in the Bristol Plan, with a maximum of $19,000 for 2019 . Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,000 per year for a maximum of $25,000 for 2019 . The Company contributes three percent of a participant's eligible compensation for the plan year, regardless of whether the participants contribute to the Bristol Plan. The Company's contributions were $0.2 million for 2019 , 2018 and 2017 , respectively. Additional profit sharing amounts may also be contributed at the option of the Company's Board of Directors, which if made, would be allocated to participants based on the ratio of the participant's compensation to the total compensation of all participants eligible to participate in the Bristol Plan. No discretionary contributions were made to the Bristol Plan in 2019 , 2018 or 2017 . In connection with the MUSA-Stainless acquisition discussed in Note 15, the Company assumed the rights and obligations pursuant to the Collective Bargaining Agreement (the "Munhall CBA") between MUSA and the United Steel Workers of America, Local Union 5852-22 (the " Munhall Union"). As a part of this Munhall CBA, the Company assumed the obligation of participating in the Steelworkers Pension Trust, a union-sponsored multi-employer defined benefit plan (the "Munhall Plan"), which covers all the Company's eligible Munhall Union employees. The Munhall Plan has a calendar plan year. Per the most recent available annual funding notice, the plan was at least 80 percent funded for the plan year ended December 31, 2018 . Per the terms of the Munhall CBA the Company contributes 4.25 percent of each participant's eligible compensation for the 2019 plan year. Munhall Union employees make no contributions to the Munhall Plan. The Company's contributions are less than 5 percent of total contributions to the plan based on contributions for the plan year ended December 31, 2018 . The Company's contributions to the Munhall Plan totaled $0.2 million for the year ended December 31, 2019 and $0.1 million for the years ended December 31, 2018 and December 31, 2017 , respectively. Additionally, as part of the Munhall CBA, members of the union are eligible to make deferral contributions to the Company's 401(k)/ESOP Plan per the plan guidelines; however they do not receive matching contributions of the 401(k)/ESOP Plan. The Company also maintains a Collective Bargaining Agreement ( the "Mineral Ridge CBA") with the United Steel Workers of America, Local Union 4564-07, which represents employees at the Specialty-Mineral Ridge facility. In connection with the Mineral Ridge CBA, the Company contributes to union-sponsored defined contribution retirement plans. Contributions relating to these plans were $28,469 , $32,034 and $29,042 for 2019 , 2018 and 2017 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 to real estate and manufacturing equipment. Substantially all of the value of the Company's lease portfolio relates to the Master Lease with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of December 31, 2019 , operating lease liabilities related to the master lease agreement with Store Capital totaled $36.8 million , or 97 percent of the total lease liabilities on the consolidated balance sheet. 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. Such adjustments included assuming the Store Capital lease would require two lenders with the secondary lender being secured on a second lien requiring mezzanine rates. Based on this assessment, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases at adoption. 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 11.94 % Balance Sheet Presentation Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows (in thousands): Classification Financial Statement Line Item December 31, 2019 Assets Right-of-use assets, operating leases $ 35,772 Assets Property, plant and equipment, net 401 Current liabilities Current portion of lease liabilities, operating leases 3,562 Current liabilities Current portion of lease liabilities, finance leases 253 Non-current liabilities Non-current portion of lease liabilities, operating leases 33,723 Non-current liabilities Non-current portion of lease liabilities, finance leases 336 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: (in thousands) December 31, 2019 Operating lease cost $ 4,112 Finance lease cost: Reduction in carrying amount of right-of-use assets 175 Interest on finance lease liabilities 85 Total lease cost $ 4,372 Reduction in carrying amounts of right-of-use 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 and are included in selling, general, and administrative expense on the consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2019 are as follows: (in thousands) Operating Finance 2020 3,562 275 2021 3,635 316 2022 3,673 12 2023 3,563 — 2024 3,635 — Thereafter 48,554 — Total undiscounted minimum future lease payments 66,622 603 Imputed Interest 29,337 14 Total lease liabilities $ 37,285 $ 589 Additional Information Weighted average remaining lease terms for operating and finance leases as of December 31, 2019 are as follows: Operating Leases 16.55 years Finance Leases 2.16 years During the year ended December 31, 2019 , right-of-use assets recognized in exchange for new operating lease liabilities totaled $4.9 million . On January 1, 2019, the Company and Store Capital amended and restated the Master Lease, pursuant to which the Company leases the Statesville and Troutman, NC facilities, purchased by Store Capital from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of 10 years each. Because the Company is not reasonably certain to 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: (in thousands) Operating Capital 2019 $ 3,207 $ 354 2020 3,244 358 2021 3,239 347 2022 3,225 18 2023 3,103 — Thereafter 45,337 — Total undiscounted minimum future operating lease payments 1,077 Imputed Interest 165 Total lease liabilities recorded as of December 31, 2018 $ 912 Rent expense related to operating leases was $4.0 million and $3.3 million in 2018 and 2017, respectively. |
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 to real estate and manufacturing equipment. Substantially all of the value of the Company's lease portfolio relates to the Master Lease with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of December 31, 2019 , operating lease liabilities related to the master lease agreement with Store Capital totaled $36.8 million , or 97 percent of the total lease liabilities on the consolidated balance sheet. 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. Such adjustments included assuming the Store Capital lease would require two lenders with the secondary lender being secured on a second lien requiring mezzanine rates. Based on this assessment, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases at adoption. 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 11.94 % Balance Sheet Presentation Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows (in thousands): Classification Financial Statement Line Item December 31, 2019 Assets Right-of-use assets, operating leases $ 35,772 Assets Property, plant and equipment, net 401 Current liabilities Current portion of lease liabilities, operating leases 3,562 Current liabilities Current portion of lease liabilities, finance leases 253 Non-current liabilities Non-current portion of lease liabilities, operating leases 33,723 Non-current liabilities Non-current portion of lease liabilities, finance leases 336 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: (in thousands) December 31, 2019 Operating lease cost $ 4,112 Finance lease cost: Reduction in carrying amount of right-of-use assets 175 Interest on finance lease liabilities 85 Total lease cost $ 4,372 Reduction in carrying amounts of right-of-use 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 and are included in selling, general, and administrative expense on the consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2019 are as follows: (in thousands) Operating Finance 2020 3,562 275 2021 3,635 316 2022 3,673 12 2023 3,563 — 2024 3,635 — Thereafter 48,554 — Total undiscounted minimum future lease payments 66,622 603 Imputed Interest 29,337 14 Total lease liabilities $ 37,285 $ 589 Additional Information Weighted average remaining lease terms for operating and finance leases as of December 31, 2019 are as follows: Operating Leases 16.55 years Finance Leases 2.16 years During the year ended December 31, 2019 , right-of-use assets recognized in exchange for new operating lease liabilities totaled $4.9 million . On January 1, 2019, the Company and Store Capital amended and restated the Master Lease, pursuant to which the Company leases the Statesville and Troutman, NC facilities, purchased by Store Capital from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of 10 years each. Because the Company is not reasonably certain to 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: (in thousands) Operating Capital 2019 $ 3,207 $ 354 2020 3,244 358 2021 3,239 347 2022 3,225 18 2023 3,103 — Thereafter 45,337 — Total undiscounted minimum future operating lease payments 1,077 Imputed Interest 165 Total lease liabilities recorded as of December 31, 2018 $ 912 Rent expense related to operating leases was $4.0 million and $3.3 million in 2018 and 2017, respectively. |
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 to real estate and manufacturing equipment. Substantially all of the value of the Company's lease portfolio relates to the Master Lease with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of December 31, 2019 , operating lease liabilities related to the master lease agreement with Store Capital totaled $36.8 million , or 97 percent of the total lease liabilities on the consolidated balance sheet. 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. Such adjustments included assuming the Store Capital lease would require two lenders with the secondary lender being secured on a second lien requiring mezzanine rates. Based on this assessment, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases at adoption. 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 11.94 % Balance Sheet Presentation Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows (in thousands): Classification Financial Statement Line Item December 31, 2019 Assets Right-of-use assets, operating leases $ 35,772 Assets Property, plant and equipment, net 401 Current liabilities Current portion of lease liabilities, operating leases 3,562 Current liabilities Current portion of lease liabilities, finance leases 253 Non-current liabilities Non-current portion of lease liabilities, operating leases 33,723 Non-current liabilities Non-current portion of lease liabilities, finance leases 336 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: (in thousands) December 31, 2019 Operating lease cost $ 4,112 Finance lease cost: Reduction in carrying amount of right-of-use assets 175 Interest on finance lease liabilities 85 Total lease cost $ 4,372 Reduction in carrying amounts of right-of-use 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 and are included in selling, general, and administrative expense on the consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2019 are as follows: (in thousands) Operating Finance 2020 3,562 275 2021 3,635 316 2022 3,673 12 2023 3,563 — 2024 3,635 — Thereafter 48,554 — Total undiscounted minimum future lease payments 66,622 603 Imputed Interest 29,337 14 Total lease liabilities $ 37,285 $ 589 Additional Information Weighted average remaining lease terms for operating and finance leases as of December 31, 2019 are as follows: Operating Leases 16.55 years Finance Leases 2.16 years During the year ended December 31, 2019 , right-of-use assets recognized in exchange for new operating lease liabilities totaled $4.9 million . On January 1, 2019, the Company and Store Capital amended and restated the Master Lease, pursuant to which the Company leases the Statesville and Troutman, NC facilities, purchased by Store Capital from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of 10 years each. Because the Company is not reasonably certain to 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: (in thousands) Operating Capital 2019 $ 3,207 $ 354 2020 3,244 358 2021 3,239 347 2022 3,225 18 2023 3,103 — Thereafter 45,337 — Total undiscounted minimum future operating lease payments 1,077 Imputed Interest 165 Total lease liabilities recorded as of December 31, 2018 $ 912 Rent expense related to operating leases was $4.0 million and $3.3 million in 2018 and 2017, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Management is not currently aware of any asserted or unasserted matters which could have a significant effect on the financial condition or results of operations of the Company. |
(Loss)_Earnings Per Share
(Loss)/Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
(Loss)/Earnings Per Share | (Loss)/Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except per share data) 2019 2018 2017 Numerator: Net (loss) income $ (3,036 ) $ 13,097 $ 1,341 Denominator: Denominator for basic earnings per share - weighted average shares 8,983 8,806 8,705 Effect of dilutive securities: Employee stock options and stock grants — 72 23 Denominator for diluted earnings per share - weighted average shares 8,983 8,878 8,728 Net (loss) earnings per share: Basic $ (0.34 ) $ 1.49 $ 0.15 Diluted $ (0.34 ) $ 1.48 $ 0.15 The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. The Company had weighted average shares of common stock of 300 in 2019 , 600 in 2018 and 86,524 in 2017 , which were not included in the diluted earnings per share calculation as their effect was anti-dilutive. |
Industry Segments
Industry Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The Company's business is divided into two operating segments: Metals and Specialty Chemicals. The Company identifies such segments based on products and services, long-term financial performance and end markets targeted. The Metals Segment operates as three reporting units including Welded Pipe & Tube Operations, a unit that includes Bristol Metals, LLC ("BRISMET") and American Stainless Tubing, LLC ("ASTI"), Palmer of Texas Tanks, Inc. ("Palmer"), and Specialty Pipe & Tube, Inc. ("Specialty").Welded Pipe & Tube Operations manufactures pipe and tube from stainless steel, galvanized, ornamental stainless steel tubing, and other alloy pipe and tube. Palmer manufactures liquid storage solutions and separation equipment. Specialty is a master distributor of seamless carbon pipe and tube. The Metals Segment's markets include the oil and gas, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste water treatment, liquid natural gas ("LNG"), brewery, food processing, petroleum, pharmaceutical, automotive & commercial transportation, appliance, architectural, and other heavy industries. The Specialty Chemicals Segment operates as one reporting unit which includes Manufacturers Chemicals, LLC ("MC"), a wholly-owned subsidiary of Manufacturers Soap and Chemical Company ("MS&C"), and CRI Tolling, LLC ("CRI Tolling"). The Specialty Chemicals Segment produces specialty chemicals for the chemical, paper, metals, mining, agricultural, fiber, paint, textile, automotive, petroleum, cosmetics, mattress, furniture, janitorial and other industries. MC manufactures lubricants, surfactants, defoamers, reaction intermediaries and sulfated fats and oils. CRI Tolling provides chemical tolling manufacturing resources to global and regional chemical companies and contracts with other chemical companies to manufacture certain, pre-defined products. The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being operating income (loss). The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Segment operating income is the segment's total revenue less operating expenses. Identifiable assets, all of which are located in the U.S., are those assets used in operations by each segment. Centralized data processing and accounting expenses are allocated to the two segments based upon estimates of their percentage of usage. Corporate assets consist principally of cash, certain investments and equipment. Segment Information: All values are for continuing operations only. (in thousands) 2019 2018 2017 Net sales Metals Segment $ 251,078 $ 222,242 $ 152,957 Specialty Chemicals Segment 54,090 58,599 48,191 $ 305,168 $ 280,841 $ 201,148 Operating (loss) income Metals Segment $ 3,692 $ 27,544 $ 5,424 Gain on sale-leaseback — 240 240 Total Metals Segment 3,692 27,784 5,664 Specialty Chemicals Segment 2,811 3,879 4,295 Gain on sale-leaseback — 95 95 Total Specialty Chemicals Segment 2,811 3,974 4,390 6,503 31,758 10,054 Unallocated corporate expenses 8,357 7,878 6,513 Earn-out adjustments (747 ) 1,431 689 Acquisition related costs 601 1,212 795 Operating (loss) income (1,708 ) 21,237 2,057 Interest expense 3,818 2,211 985 Change in fair value of interest rate swap 141 (20 ) (96 ) Other income, net (1,904 ) 2,573 (310 ) (Loss) income before income taxes $ (3,763 ) $ 16,473 $ 1,478 Identifiable assets Metals Segment $ 186,758 $ 192,196 Specialty Chemicals Segment 25,428 28,175 Corporate 45,011 8,028 $ 257,197 $ 228,399 Depreciation and amortization Metals Segment $ 9,439 $ 7,198 $ 6,281 Specialty Chemicals Segment 1,461 1,428 1,302 Corporate 164 149 155 $ 11,064 $ 8,775 $ 7,738 Capital expenditures Metals Segment $ 2,812 $ 5,969 $ 3,406 Specialty Chemicals Segment 1,157 1,298 1,650 Corporate 568 88 223 $ 4,537 $ 7,355 $ 5,279 Sales by product group Specialty chemicals $ 54,090 $ 58,599 $ 48,191 Stainless steel pipe and tube 167,907 146,237 100,254 Heavy wall seamless carbon steel pipe and tube 30,607 32,474 25,103 Fiberglass and steel liquid storage tanks and separation equipment 28,722 31,654 27,600 Galvanized pipe and tube 23,842 11,877 — $ 305,168 $ 280,841 $ 201,148 Geographic sales United States $ 297,808 $ 273,244 $ 196,172 Elsewhere 7,360 7,597 4,976 $ 305,168 $ 280,841 $ 201,148 |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following is a summary of quarterly operations for 2019 and 2018 : (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2019 Net sales $ 84,804 $ 78,778 $ 73,640 $ 67,946 Gross profit 8,684 7,838 7,288 6,963 Net (loss) (927 ) (263 ) (953 ) (893 ) Per common share (1) Basic (0.10 ) (0.03 ) (0.11 ) (0.10 ) Diluted (0.10 ) (0.03 ) (0.11 ) (0.10 ) 2018 Net sales $ 58,480 $ 71,894 $ 77,793 $ 72,674 Gross profit 11,234 15,716 14,028 10,259 Net income 3,835 3,677 5,036 549 Per common share (1) Basic 0.44 0.42 0.57 0.06 Diluted 0.44 0.41 0.56 0.06 (1) Per Share amounts may not foot due to rounding. |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | Interest Rate Swap The Company has an interest rate swap associated with its current credit facility which effectively is expected to offset variable interest in the borrowing; hedge accounting was not utilized. The notional amount of the swap was $6.0 million and $8.25 million at December 31, 2019 and December 31, 2018 , respectively. The fair value is recorded in current assets or liabilities, as appropriate, with corresponding changes to fair value recorded to other income (expense). The interest rate swap will remain in place for the remainder of the current credit facility's term. The Company recorded an asset of $6,088 and $ 0.1 million for the fair value of the swap at December 31, 2019 and December 31, 2018 , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of the Assets and Operations of American Stainless Tubing, Inc. On January 1, 2019, ASTI completed the American Stainless acquisition. The purchase price for the all-cash acquisition was $21.9 million , subject to a post-closing working capital adjustment. The Company funded the acquisition with a new five -year $20 million term note and a draw against asset-based line of credit (see Note 5). 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. During the third quarter of 2019, the Company finalized the purchase price allocation for the American Stainless 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 identified circumstances that existed on the date of acquisition and as a result, revised the purchase price allocation of certain acquired assets and liabilities as allowable during the measurement period. The following table shows the initial estimate of value and revisions made during 2019: (in thousands) Initial estimate Revisions Final Inventories $ 5,564 $ — $ 5,564 Accounts receivable 3,534 — 3,534 Other current assets - production and maintenance supplies 605 — 605 Property, plant and equipment 2,793 — 2,793 Customer list intangible 10,000 (496 ) 9,504 Goodwill 7,044 714 7,758 Contingent consideration (earn-out liability) (6,148 ) (218 ) (6,366 ) Accounts payable (1,400 ) — (1,400 ) Other liabilities (97 ) — (97 ) $ 21,895 $ — $ 21,895 ASTI's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: (in thousands) 2019 Net sales $ 34,477 Income before income taxes 2,690 For the year ended December 31, 2019 , cost of sales included $1.1 million representing the fair value above predecessor cost associated with acquired inventory that was sold during the year ended December 31, 2019. 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 (Unaudited) (in thousands, except per share data) 2018 Pro-forma net sales $ 316,734 Pro-forma net income $ 13,420 Earnings per share: Basic $ 1.52 Diluted $ 1.51 Pro-forma net income was reduced for the following: • Amortization of American Stainless’ customer list intangible of $1.2 million for the year ended December 31, 2018 ; • Additional rent expense related to the Company’s lease of American Stainless’ real estate from Store Capital of $0.5 million for the year ended December 31, 2018 ; • An estimated am ount of interest expense associated with the additional borrowings to fund the American Stainless acquisition of $0.8 million f or the year ended December 31, 2018 ; • Depreciation of $0.2 million for the year ended December 31, 2018 , related to the incremental fair value above historical cost for acquired property, plant and equipment; and • An increase in the provision for income taxes of $0.1 million for the year ended December 31, 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, BRISMET completed the MUSA-Galvanized acquisition. The purpose of the transaction was to enhance the Company's on-going business with additional capacity and technological advantages. The transaction was funded through an increase to the Company's current credit facility (refer to Note 5). The purchase price for the transaction totaled $10.4 million . The tangible assets purchased and liabilities assumed from MUSA include accounts receivable, inventory, equipment, and accounts payable. MUSA will receive quarterly earn-out payments for a period of four years following closing. Earn-out payments will equate to three percent of BRISMET’s galvanized steel pipe and tube revenue. As of July 1, 2018, the Company forecasted earn-out payments to be $4.2 million , for which the Company established a fair value of $3.8 million using a probability-weighted expected return method and a discount rate applicable to future revenue of five percent . In determining the appropriate discount rate to apply to the contingent payments, the risk associated with the functional form of the earn-out, and the credit risk associated with the payment of the earn-out were all considered. The fair value of the contingent consideration was estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. At December 31, 2018 the fair value of the earn-out totaled $3.4 million with $1.0 million of this liability classified as a current liability because the payments will be made quarterly. In the fourth quarter of 2018, management adjusted the fair value of the customer list intangible asset. Because this adjustment was determined within the measurement period, the customer list intangible was decreased by $0.3 million and goodwill was increased by $0.3 million . Goodwill arising from the MUSA-Galvanized transaction increased from $3.5 million to $3.8 million and the fair value of the customer list intangible asset was decreased from $1.4 million to $1.2 million . All other changes in fair value have been included as earn-out adjustments in the Company's consolidated statements of operations. The total purchase price was allocated to the acquired net tangible and identifiable intangible assets based on their estimated fair values as of July 1, 2018. The fair value assigned to the customer list intangible is being amortized on an accelerated basis over 15 years. The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets is reflected as goodwill. Goodwill consists of manufacturing cost synergies expected from combining Munhall-Galvanized's production capabilities with BRISMET's current operations. All of the goodwill recognized was assigned to the Company's Metals Segment and is expected to be deductible for income tax purposes. During the fourth quarter of 2018, the Company finalized the purchase price allocation for the MUSA-Galvanized acquisition. The following table shows the initial estimate of value and revisions made during 2018: (in thousands) Initial estimate Revisions Final Inventories $ 2,746 $ — 2,746 Accounts Receivable 2,187 — 2,187 Other current assets - production and maintenance supplies 747 — 747 Property, plant and equipment 4,883 — 4,883 Customer list intangible 1,424 (251 ) 1,173 Goodwill 3,545 251 3,796 Earn-out Liability (3,800 ) — (3,800 ) Accounts payable (1,051 ) — (1,051 ) Other liabilities (303 ) — (303 ) $ 10,378 $ — $ 10,378 MUSA-Galvanized's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: (in thousands) 2018 Net sales $ 11,877 Income before income taxes 65 The following unaudited pro-forma information is provided to present a summary of the combined results of the Company's operations with Munhall-Galvanized as if the acquisition had occurred on January 1, 2017. The unaudited pro-forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. Pro-Forma (Unaudited) (in thousands, except per share data) 2018 2017 Pro-forma net sales $ 292,793 $ 225,376 Pro-forma net income (loss) $ 11,920 $ 21 Earnings (loss) per share: Basic $ 1.35 n/a Diluted $ 1.34 n/a The 2018 pro-forma calculation excludes non-recurring acquisition costs of $0.7 million that were incurred by the Company during 2018. Munhall-Galvanized's historical financial results were adjusted for both years to eliminate interest expense charged by the prior owner. Pro-forma net income was reduced for both years for the amount of amortization on Munhall-Galvanized's customer list intangible and an estimated amount of interest expense associated with the additional line of credit borrowings. Acquisition of the Stainless Steel Pipe and Tube Assets of Marcegaglia USA, Inc. On February 28, 2017, BRISMET completed the MUSA-Stainless acquisition. The Company funded the transaction through an increase to the Company's credit facility (See Note 5). The purchase price for the transaction, which excluded real estate and certain other assets, totaled $15.0 million . The assets purchased from MUSA included inventory, production and maintenance supplies and equipment less specific identified liabilities assumed. In accordance with the agreement, on December 9, 2016, BRISMET entered into an escrow agreement and deposited $3.0 million into the escrow fund. The deposit was remitted to MUSA at the close of the transaction and was reflected as a credit against the purchase price. The transaction was accounted for using the acquisition method of accounting for business combinations. During the fourth quarter of 2017, the Company finalized the purchase price allocation for the MUSA-Stainless acquisition. MUSA will receive quarterly earn-out payments for a period of four years following closing. Aggregate earn-out payments will be at least $3.0 million , with no maximum. Actual payouts will equate to three percent of BRISMET’s incremental revenue, if any, from the amount of small diameter stainless steel pipe and tube (outside diameter of 10 inches or less) sold. At February 28, 2017, the acquisition date, the Company forecasted earn-out payments to be $4.1 million , which was discounted to a present value of $3.6 million using a discount rate applicable to future revenue of five percent . In determining the appropriate discount rate to apply to the contingent payments, the risk associated with the functional form of the earn-out, the credit risk associated with the payment of the earn-out and the methodology to quantify the earn-out were all considered. The fair value of the contingent consideration was estimated by applying the Monte Carlo simulation approach using management's estimates of pounds shipped. In the second quarter of 2017, management adjusted the selling price used in the earn-out calculation associated with the MUSA-Stainless acquisition. Since this adjustment was determined within the measurement period, the beginning earn-out liability and goodwill were increased by $1.1 million . Goodwill related to the MUSA-Stainless acquisition increased from $3.6 million to $4.6 million and the fair value of contingent consideration was increased from $3.6 million to $4.7 million . All other changes in fair value have been included as earn-out adjustments in the Company's consolidated statements of operations. The total purchase price was allocated to Munhall-Stainless' net tangible and identifiable intangible assets based on their estimated fair values as of February 28, 2017. The fair value assigned to the customer list intangible is being amortized on an accelerated basis over 15 years . The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets and liabilities is reflected as goodwill. Goodwill consists of manufacturing cost synergies expected from combining laser mill capabilities acquired as part of Munhall-Stainless with BRISMET's current operations. All of the goodwill recognized was assigned to the Company's Metals Segment and is expected to be deductible for income tax purposes. The following table shows the initial estimate of value and revisions made during 2017: (in thousands) Initial estimate Revisions Final Inventories $ 5,434 $ — $ 5,434 Other current assets - production and maintenance supplies 1,548 — 1,548 Equipment 7,577 — 7,577 Customer list intangible 992 — 992 Goodwill 3,589 1,059 4,649 Earn-out liability (3,604 ) (1,059 ) (4,664 ) Other liabilities assumed (583 ) — (583 ) $ 14,953 $ — $ 14,953 Munhall-Stainless' results of operations since acquisition are reflected in the Company's consolidated statements of operations. The amount of Munhall-Stainless' revenues and operating loss included in the consolidated statements of operations for the year ended December 31, 2017 was $25.8 million and $0.2 million , respectively. On March 1, 2017, pursuant to the terms and conditions of the MUSA-Stainless asset purchase agreement, the Company entered into a lease agreement to lease manufacturing and warehouse space at MUSA's Munhall, PA facility for $33,333 per month for the initial lease term of 15 months . In February 2018, the lease was amended to extend the term of the lease for the period beginning June 1, 2018 and ending May 31, 2023 and includes escalating rent payments. The lease met the operating lease requirements and was accounted for as such in 2017. As part of the MUSA-Galvanized acquisition that occurred on July 1, 2018, the Company amended and restated the Master Lease, effective June 29, 2018, pursuant to which the Company leased the Munhall, PA facility, purchased by Store Funding from MUSA for the remainder of the initial term of 20 years set forth in the Master Lease (see Note 10). |
Shareholders Equity
Shareholders Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders Equity | Shareholders Equity 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 year-ended December 31, 2019 the Company did no t purchase any shares under the stock repurchase program. At the Market Offering On August 9, 2018, the Company entered into an Equity Distribution Agreement pursuant to which the Company had the ability to issue and sell, from time to time, shares of the Company’s common stock (the "Shares"), par value $ 1.00 per share, with aggregate gross sales proceeds of up to $10 million , through an “at-the-market” equity offering program under which BB&T Capital Markets, a division of BB&T Securities, LLC and Ladenburg Thalmann & Co. Inc. (the "Agents") were sales agents (the “ATM Program”). In 2018, the Company issued and sold 44,378 shares in connection with the ATM Program, with total net proceeds of $1.0 million . The Agents received $20,470 in commission on the sales. On November 16, 2018, the Company terminated the ATM Program. The Company has not sold any shares under the ATM Offering since September 30, 2018, and will no longer offer any shares under this program. Dividends At the end of each fiscal year the Board reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2019 , no dividends were declared or paid by the Company. In 2018 , the Company paid a $0.25 cash dividend on December 12, 2018 for a total of $2.3 million . In 2017 , the Company paid a $0.13 cash dividend totaling $1.1 million . |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The Company operates as a manufacturer of various products, and revenue is comprised of short-term contracts with point-in-time performance obligations. As a result, the Company did not identify any differences in its recognition of revenue between Topic 606 and Topic 605. Accordingly, there was no adjustment required to opening retained earnings for the cumulative impact of adopting Topic 606 and no impact to revenues for the year-ended December 31, 2018 as a result of applying Topic 606. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. December 31, (in thousands) 2019 2018 2017 Fiberglass and steel liquid storage tanks and separation equipment $ 28,722 $ 31,654 $ 27,600 Heavy wall seamless carbon steel pipe and tube 30,607 32,474 25,103 Stainless steel pipe and tube 167,907 146,237 100,254 Galvanized pipe and tube 23,842 11,877 — Specialty chemicals 54,090 58,599 48,191 Net sales $ 305,168 $ 280,841 $ 201,148 Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its stand-alone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines stand-alone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred Revenues Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. The deferred revenue balance decreased less than $0.1 million during 2019 to $0.2 million as of December 31, 2019 due to receiving $2.4 million in advance of satisfying our performance obligations during the period, offset by $2.4 million of revenue that was recognized during the period after satisfying the performance obligations that were included in the beginning deferred revenue balance or received during the current period. Deferred revenues are included in "Accrued expenses" on the accompanying Consolidated Balance Sheets. Our payment terms vary by the financial strength or location of our customer and the products offered. The length of time between invoicing and when payment is due is not significant. For certain customers, payment is required before the products or services are delivered to the customer. Practical Expedients and Election When shipping and handling activities are performed after a customer obtains control of goods, the Company reflects shipping and handling activities as part of satisfying the obligation of providing goods to the customer. In some instances, the Company withholds various states' sales taxes upon shipments into those states. Accordingly, management makes an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general, and administrative expenses. The Company does not disclose the value of unsatisfied performance obligations since contracts are expected to be completed within one year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 5, 2020 the Compensation Committee approved stock option grants under the 2011 Plan. Options for a total of 123,500 shares, with an exercise price of $12.995 per share, were granted under the 2011 Plan to certain management employees of the Company. The stock options will vest in 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the options to vest, the employee must be in the continuous employment of the Company since the date of the grant. Except for death, disability, or qualifying retirement, any portion of the grant that has not vested will be forfeited upon termination of employment. The Company may terminate any portion of the grant that has not vested upon an employee's failure to comply with all conditions of the award or the 2011 Plan. Shares representing grants that have not yet vested will be held in escrow by the Company. An employee will not be entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The per share weighted-average fair value of this stock option grant was $4.53 . The Black-Scholes model for this grant was based on a risk-free interest rate of 1.66 percent , an expected life of ten years , an expected volatility of 35.1 percent and a dividend yield of 1.79 percent . Compensation expense totaling $0.6 million will be recorded against earnings equally over the following 36 months from the date of grant with the offset recorded in Shareholders' Equity. On February 5, 2020, the Compensation Committee approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 45,418 shares with a market price of $12.995 per share were granted under the Plan. The stock awards vest in either 20 percent or 33 percent increments annually on a cumulative basis, 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. Except for death, disability, or qualifying retirement, any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2015 Stock Awards Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. On February 5, 2020, the Compensation Committee approved performance-based restricted stock awards to certain management employees of the Company where 36,647 shares with a market price of $12.995 per share were granted under the Plan. The Company's performance-based restricted stock awards are classified as equity and contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The performance condition is based on the achievement of the Company's EBITDA targets. The fair value of the performance-based restricted stock awards are determined based on the closing market price of our stock on the date of grant. In general, 0% to 150% of the Company's performance-based restricted stock awards vest at the end of a three year service period from the date of grant based upon achievement of the performance condition specified. Except for death, disability, or qualifying retirement, 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. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts (in thousands) Balance at Beginning of Period Charged to (Reduction of) Cost and Expenses Deductions Balance at End of Period Year ended December 31, 2019 Deducted from asset account: Inventory reserves $ 676 $ 1,767 $ (1,696 ) $ 747 Year ended December 31, 2018 Deducted from asset account: Inventory reserves $ 697 $ 1,828 $ (1,849 ) $ 676 Year ended December 31, 2017 Deducted from asset account: Inventory reserves $ 966 $ 1,237 $ (1,506 ) $ 697 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. The Metals Segment is comprised of four subsidiaries: Synalloy Metals, Inc. which owns 100 percent of BRISMET, located in Bristol, Tennessee and Munhall, Pennsylvania; ASTI, located in Troutman and Statesville, North Carolina; Palmer, located in Andrews, Texas and Specialty, located in Mineral Ridge, Ohio and Houston, Texas. The Specialty Chemicals Segment consists of two subsidiaries: MS&C which owns 100 percent of MC, located in Cleveland, Tennessee and CRI Tolling, located in Fountain Inn, South Carolina. All significant intercompany transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable from the sale of products are recorded at net realizable value and the Company generally grants credit to customers on an unsecured basis. Substantially all of the Company's accounts receivable are due from companies located throughout the United States. The Company provides an allowance for doubtful accounts for projected uncollectable amounts. The allowance is based upon a review of outstanding receivables, historical collection information and existing economic conditions. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables are generally due within 30 to 60 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. Inventory cost is adjusted when its recorded cost is below net realizable value. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below cost. This would indicate that an adjustment would be required. In addition, the Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory. The Company identified inventory items with no sales activity for finished goods or no usage for raw materials for a certain period of time. For those inventory items not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost less any estimated scrap proceeds. The Company reserved $0.3 million at December 31, 2019 and December 31, 2018 , respectively. • Estimated quantity losses. The Company performs an annual physical count of inventory during the fourth quarter each year. For those facilities that complete their physical inventory counts before the end of December, a reserve is established for the potential quantity losses that could occur subsequent to their physical inventory. This reserve is based upon the most recent physical inventory results. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful life of the assets. Leasehold improvements are depreciated over the shorter of their useful lives or the remaining non-cancellable lease term, buildings are depreciated over a range of 10 years to 40 years , and machinery, fixtures and equipment are depreciated over a range of three years to 20 years . The costs of software licenses are amortized over five years using the straight-line method. The Company continually reviews the recoverability of the carrying value of long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. When the future undiscounted cash flows of the operation to which the assets relate do not exceed the carrying value of the asset, the assets are written down to fair value. |
Business Combinations | Business Combinations Acquisitions are accounted for using the acquisition method of accounting for business combinations. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired, if any, and liabilities assumed. |
Goodwill, Intangible Assets and Deferred Charges | Goodwill, Intangible Assets and Deferred Charges Goodwill, arising from the excess of purchase price over fair value of net assets of businesses acquired, is not amortized but is reviewed annually, at the reporting unit level, in the fourth quarter for impairment and whenever events or circumstances indicate that the carrying value may not be recoverable. No goodwill impairment was identified as a result of the testing procedures performed for the years ended December 31, 2019 and December 31, 2018 . Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions. Deferred charges represent other intangible assets and debt issuance costs. Intangible assets are amortized over their estimated useful lives using either an accelerated or straight-line method. Deferred charges are amortized over their estimated useful lives using the straight-line method. Deferred charges are amortized over a period ranging from three to 10 years and intangible assets are amortized over a period ranging from eight to 15 years. The weighted average amortization period for the customer relationships is approximately thirteen years. Deferred charges and intangible assets totaled $32.6 million and $23.2 million at December 31, 2019 and December 31, 2018 , respectively. Accumulated amortization of deferred charges and intangible assets as of December 31, 2019 and December 31, 2018 totaled $16.6 million and $13.0 million , respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets, excluding deferred charges is as follows: (in thousands) 2020 3,238 2021 3,051 2022 2,741 2023 1,200 2024 1,043 Thereafter 4,442 The Company recorded amortization expense of $3.5 million for 2019 and $2.4 million for 2018 and 2017 , respectively, which excludes amortization expense of debt issuance costs, which is reflected in the consolidated financial statements as interest expense. |
Earn-Out Liability | Earn-Out Liability In connection with the MUSA-Stainless acquisition on February 28, 2017, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of stainless steel pipe and tube (outside diameter of 10 inches or less). The fair value of the contingent consideration was estimated by applying the Monte Carlo simulation approach using management's estimates of pounds shipped and future price per unit. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. In connection with the MUSA-Galvanized acquisition on July 1, 2018, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of galvanized pipe and tube. The fair value of the contingent consideration was estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. In connection with the American Stainless acquisition on January 1, 2019, the Company is required to make quarterly earn-out payments to American Stainless 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. Changes to the fair value of the earn-out liability are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the Consolidated Statements of Operations and Comprehensive Income. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its standalone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines standalone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. |
Shipping Costs | Shipping Costs Shipping costs of approximately $10.9 million , $9.8 million and $7.5 million in 2019 , 2018 and 2017 , respectively, are recorded in cost of goods sold. |
Research and Development Expenses | Research and Development Expenses The Company incurred research and development expense of approximately $0.6 million , $0.5 million and $0.6 million in 2019 , 2018 and 2017 , respectively. |
Stock-Based compensation | Stock-Based compensation Share-based payments to employees, including grants of employee stock options, are recognized in the Consolidated Statements of Operations as compensation expense (based on their estimated fair values at grant date) generally over the vesting period of the awards using the straight-line method. Any forfeitures of stock-based awards are recorded as they occur. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing accounts and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Additionally, the Company maintains reserves for uncertain tax provisions, if necessary. |
Earnings Per Share of Common Stock | Earnings Per Share of Common Stock Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. |
Fair Market Value | Fair Market Value The Company makes estimates of fair value in accounting for certain transactions, in testing and measuring impairment and in providing disclosures of fair value in its consolidated financial statements. The Company determines the fair values of its financial instruments for disclosure purposes by maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Fair value disclosures for assets and liabilities are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are less active. Level 3 - Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques. Estimates of fair value using levels 2 and 3 may require judgments as to the timing and amount of cash flows, discount rates, and other factors requiring significant judgment, and the outcomes may vary widely depending on the selection of these assumptions. The Company's most significant fair value estimates as of December 31, 2019 and December 31, 2018 relate to the purchase price allocation relating to the 2019 American Stainless, 2018 MUSA-Galvanized, and 2017 MUSA-Stainless acquisitions, earn-out liabilities, estimating the fair value of the reporting units in testing goodwill for impairment, estimating the fair value of the interest rate swap, and providing disclosures of the fair values of financial instruments. |
Leases | Leases The Company determines whether an arrangement is a lease at contract inception. For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. Lease liabilities represent an obligation to make lease payments arising from a lease while right-of-use assets represent a right to use an underlying asset during the lease term. As the Company's leases generally do not have a readily determinable implicit rate, the Company uses its incremental borrowing rate to determine the present value of fixed lease payments based on information available at the lease commencement date. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions, primarily for testing goodwill for impairment, determining balances for the earn-out liabilities, estimating fair value of identifiable assets acquired and liabilities assumed as a result of business acquisitions and for establishing reserves on accounts receivable, inventories and environmental issues, that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits and trade accounts receivable. |
Recent Accounting Pronouncements | Recent accounting pronouncements Recently Issued Accounting Standards - Adopted In 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. The Company elected the package of practical expedients permitted under the transition guidance which allowed us to carry-forward our historical lease classification, our assessment on whether a contract contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. The Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualified. On adoption, we recognized additional operating lease liabilities of $33.1 million 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 $32.2 million . On January 1, 2019, the Company also recorded cumulative-effect increases to equity and deferred tax assets totaling $4.6 million and $1.3 million , 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 year ended December 31, 2019. See Note 10 for further information related to the Company's leases. In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers (Topic 606)." Topic 606 supersedes the revenue recognition requirements in Topic 605 "Revenue Recognition (Topic 605)," and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. The adoption of this standard did not have a material effect on the Company's consolidated financial statements. See Note 17 for further details. Recently Issued Accounting Standards - Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The updated guidance amends the current accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions, and reasonable and supportable forecasts rather than the incurred loss model which reflects losses that are probable. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of this new standard to have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 "Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment." The updated guidance eliminated step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to a reporting unit with a zero or negative carrying amount of net assets should be disclosed. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of this new standard to have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13 "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." 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 does not expect the adoption of this new standard to have a material impact on the consolidated financial statements or footnote disclosures. In December 2019, the FASB issued ASU No. 2018-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation, and calculating income taxes in interim periods. This ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new standard will have on its condensed consolidated financial statements and footnote disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Amortization Expense for Finite-lived Intangible Assets | Estimated amortization expense for the next five fiscal years based on existing intangible assets, excluding deferred charges is as follows: (in thousands) 2020 3,238 2021 3,051 2022 2,741 2023 1,200 2024 1,043 Thereafter 4,442 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 Level 3 earn-out liabilities measured on a recurring basis for 2019 and 2018: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance at December 31, 2017 $ 4,834 $ — $ — $ 4,834 Fair value of the earn-out liability associated with the MUSA-Galvanized acquisition — 3,800 — $ 3,800 Earn-out payments during the period (2,164 ) (291 ) — $ (2,455 ) Changes in fair value during the period 1,582 (151 ) — $ 1,431 Balance at December 31, 2018 $ 4,252 $ 3,358 $ — $ 7,610 Fair value of the earn-out liability associated with the American Stainless (ASTI) acquisition — — 6,366 $ 6,366 Earn-out payments during period (1,634 ) (712 ) (1,729 ) $ (4,075 ) Changes in fair value during the period (215 ) (864 ) 332 $ (747 ) Balance at December 31, 2019 $ 2,403 $ 1,782 $ 4,969 $ 9,154 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: (in thousands) 2019 2018 Land $ 63 $ 63 Leasehold improvements 1,921 1,163 Buildings 214 412 Machinery, fixtures and equipment 100,300 92,931 Construction-in-progress 2,999 3,644 105,497 98,213 Less accumulated depreciation 64,807 57,288 Property, plant and equipment, net $ 40,690 $ 40,925 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | Changes in the carrying amount of goodwill by segment for the year ended December 31, 2019 and December 31, 2018 are as follows: (in thousands) Specialty Chemicals Segment Metals Segment Total Balance at December 31, 2017 $ 1,355 $ 4,649 $ 6,004 MUSA-Galvanized Acquisition — 3,796 3,796 Balance at December 31, 2018 $ 1,355 $ 8,445 $ 9,800 American Stainless Acquisition — 7,758 7,758 Balance December 31, 2019 $ 1,355 $ 16,203 $ 17,558 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | (in thousands) 2019 2018 $100 million Revolving line of credit, due December 20, 2021 $ 59,221 $ 76,405 $20 million Term loan, due January 1, 2024 $ 16,333 $ — $ 75,554 $ 76,405 |
Schedule of Maturities of Long-term Debt | Principal payments on long-term debt during the next five fiscal years and thereafter are as follows (in thousands): 2020 4,000 2021 63,221 2022 4,000 2023 4,000 2024 333 Thereafter — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (in thousands) 2019 2018 Salaries, wages, and commissions 2,972 5,208 Taxes, other than income taxes 406 852 Current portion of earn-out liability 5,576 2,907 Advances from customers 153 178 Insurance 578 321 Professional fees 265 256 Warranty reserve 11 38 Benefit plans 242 266 Insurance financing liability 668 347 Current portion, capital lease obligation 39 267 Customer rebate liability 275 701 Current portion, deferred gain sale-leaseback — 334 Other accrued items 428 488 Total accrued expenses $ 11,613 $ 12,163 |
Stock - Based Compensation (Tab
Stock - Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity in the Company’s Stock Option Plans | A summary of activity in the Company's stock option plans is as follows: Weighted Average Exercise Price Options Outstanding Weighted Average Contractual Term (in years) Intrinsic Value of Options Options Available At December 31, 2016 $ 12.77 173,048 5.4 $ — 152,965 Exercised $ 11.55 (25,632 ) $ 78,818 Expired $ 15.26 (1,905 ) 1,905 At December 31, 2017 $ 12.96 145,511 4.6 $ 156,445 154,870 Exercised $ 12.09 (85,440 ) $ 842,742 Expired $ 16.01 (975 ) 975 At December 31, 2018 $ 14.16 59,096 4.8 $ 143,737 155,845 Exercised $ 12.61 (3,628 ) — At December 31, 2019 $ 14.26 55,468 3.8 $ 18,331 155,845 Exercisable options $ 14.13 51,745 3.7 $ 18,331 Options expected to vest: Grant Date Fair Value December 31, 2017 $ 14.72 25,650 6.5 $ 6.41 Vested $ 14.78 (15,380 ) $ 6.38 Forfeited unvested options $ 16.01 (301 ) At December 31, 2018 $ 15.83 9,969 6.0 $ 6.44 Vested $ 15.72 (6,246 ) $ 6.46 At December 31, 2019 $ 16.01 3,723 5.1 $ 6.11 |
Stock Options by Exercise Price Range | The following table summarizes information about stock options outstanding at December 31, 2019 : Range of Exercise Prices Outstanding Stock Options Exercisable Stock Options Shares Weighted Average Shares Weighted Average Exercise Price Exercise Price Remaining Contractual Life in Years $ 11.35 11,713 $ 11.35 2.10 11,713 $ 11.35 $ 13.70 13,994 $ 13.70 3.10 13,994 $ 13.70 $ 14.76 8,109 $ 14.76 4.14 8,109 $ 14.76 $ 16.01 21,652 $ 16.01 5.11 17,929 $ 16.01 55,468 51,745 |
Summary of Stock Awards Plan Activity | A summary of plan activity for the 2005 and 2015 Stock Awards Plans is as follows: Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 121,302 $ 10.03 Granted February 8, 2017 44,687 $ 12.30 Vested (34,322 ) $ 10.45 Outstanding at December 31, 2017 131,667 $ 10.69 Granted February 7, 2018 65,527 $ 12.47 Vested (51,775 ) $ 10.84 Forfeited (3,245 ) $ 10.96 Outstanding at December 31, 2018 142,174 $ 11.45 Granted February 6, 2019 44,949 $ 15.72 Vested (84,734 ) $ 11.76 Forfeited (1,614 ) $ 12.44 Outstanding at December 31, 2019 100,775 $ 13.28 |
Schedule of Nonvest Performance- based Units Activity | A summary of the status of our non-vested performance-based restricted stock awards at December 31, 2019 , and changes during fiscal 2019 , were as follows: Units (1) Weighted-Average Grant Date Fair Value Outstanding at December 31, 2018 100,037 $ 10.56 Granted 35,887 $ 15.72 Vested (2) (57,938 ) $ 9.58 Forfeited/Canceled — $ — Non-vested at December 31, 2019 77,986 $ 13.66 (1)The number of units presented is based on achieving the targeted performance goals as defined in the performance award agreement. As of December 31, 2019 , the maximum number of non-vested shares under the provisions of the agreement was 116,979 . (2) Excludes the vesting of an additional 4,284 shares due to performance conditions of the awards exceeding target. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components Deferred Tax Liabilities | Significant components of the Company's deferred tax liabilities and assets are as follows at the respective year ends: (in thousands) 2019 2018 Deferred income tax assets: Sale leaseback deferred gain $ — $ 1,311 Inventory valuation reserves 199 174 Inventory capitalization 1,696 1,501 Accrued bonus 497 911 State net operating loss carryforwards 1,835 1,934 Federal net operating loss carryforwards 139 — Equity security mark to market 217 622 Straight line lease — 231 Lease liabilities 8,945 150 Interest limitation carryforwards 754 — Other 445 453 Total deferred income tax assets 14,727 7,287 Valuation allowance (1,700 ) (1,766 ) Total net deferred income tax assets 13,027 5,521 Deferred income tax liabilities: Tax over book depreciation and amortization 4,859 5,121 Prepaid expenses 296 377 Lease assets 8,537 92 Interest rate swap 77 104 Other 48 80 Total deferred income tax liabilities 13,817 5,774 Deferred income taxes $ (790 ) $ (253 ) |
Schedule of Components of Provision for Income Taxes | Significant components of the provision for income taxes from continuing operations are as follows: (in thousands) 2019 2018 2017 Current: Federal $ (10 ) $ 3,469 $ 1,067 State 57 290 107 Total current 47 3,759 1,174 Deferred: Federal (833 ) (108 ) (1,043 ) State 59 (275 ) 6 Total deferred (774 ) (383 ) (1,037 ) Total $ (727 ) $ 3,376 $ 137 |
Reconciliation of Income Taxes Computed at U.S. Rate to Income Tax Expense | The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: (in thousands) 2019 2018 2017 Amount % Amount % Amount % Tax at U.S. statutory rates $ (790 ) 21.0 % $ 3,459 21.0 % $ 503 34.0 % State income taxes, net of federal tax benefit 165 (4.4 )% 269 1.6 % 66 4.4 % State valuation allowance (60 ) 1.6 % (315 ) (1.9 )% 8 0.6 % Manufacturing exemption — — % — — % (117 ) (7.9 )% Stock option compensation (155 ) 4.1 % (39 ) (0.2 )% — — % Executive compensation limitation 57 (1.5 )% — — % — — % Other nondeductible expenses 64 (1.7 )% — — % — — % Rate change effects — — % — — % (381 ) (25.8 )% Other, net (8 ) 0.2 % 2 — % 58 4.0 % Total $ (727 ) 19.3 % $ 3,376 20.5 % $ 137 9.3 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases Discount Rates, Total Lease Cost and Weighted Average Remaining Leases | Individual components of the total lease cost incurred by the Company are as follows: (in thousands) December 31, 2019 Operating lease cost $ 4,112 Finance lease cost: Reduction in carrying amount of right-of-use assets 175 Interest on finance lease liabilities 85 Total lease cost $ 4,372 Weighted average remaining lease terms for operating and finance leases as of December 31, 2019 are as follows: Operating Leases 16.55 years Finance Leases 2.16 years Weighted average discount rates for operating and finance leases are as follows: Operating Leases 7.32 % Finance Leases 11.94 % |
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 (in thousands): Classification Financial Statement Line Item December 31, 2019 Assets Right-of-use assets, operating leases $ 35,772 Assets Property, plant and equipment, net 401 Current liabilities Current portion of lease liabilities, operating leases 3,562 Current liabilities Current portion of lease liabilities, finance leases 253 Non-current liabilities Non-current portion of lease liabilities, operating leases 33,723 Non-current liabilities Non-current portion of lease liabilities, finance leases 336 |
Schedule of Maturities For Operating Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of December 31, 2019 are as follows: (in thousands) Operating Finance 2020 3,562 275 2021 3,635 316 2022 3,673 12 2023 3,563 — 2024 3,635 — Thereafter 48,554 — Total undiscounted minimum future lease payments 66,622 603 Imputed Interest 29,337 14 Total lease liabilities $ 37,285 $ 589 |
Schedule of Maturities For Finance Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of December 31, 2019 are as follows: (in thousands) Operating Finance 2020 3,562 275 2021 3,635 316 2022 3,673 12 2023 3,563 — 2024 3,635 — Thereafter 48,554 — Total undiscounted minimum future lease payments 66,622 603 Imputed Interest 29,337 14 Total lease liabilities $ 37,285 $ 589 |
Schedule of Undiscounted Future Minimum Lease payments for Operating Lease 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: (in thousands) Operating Capital 2019 $ 3,207 $ 354 2020 3,244 358 2021 3,239 347 2022 3,225 18 2023 3,103 — Thereafter 45,337 — Total undiscounted minimum future operating lease payments 1,077 Imputed Interest 165 Total lease liabilities recorded as of December 31, 2018 $ 912 |
Schedule of Undiscounted Future Minimum Lease Payments for Capital Leases Before Adoption 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: (in thousands) Operating Capital 2019 $ 3,207 $ 354 2020 3,244 358 2021 3,239 347 2022 3,225 18 2023 3,103 — Thereafter 45,337 — Total undiscounted minimum future operating lease payments 1,077 Imputed Interest 165 Total lease liabilities recorded as of December 31, 2018 $ 912 |
(Loss)_Earnings Per Share (Tabl
(Loss)/Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share from continuing operations | The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except per share data) 2019 2018 2017 Numerator: Net (loss) income $ (3,036 ) $ 13,097 $ 1,341 Denominator: Denominator for basic earnings per share - weighted average shares 8,983 8,806 8,705 Effect of dilutive securities: Employee stock options and stock grants — 72 23 Denominator for diluted earnings per share - weighted average shares 8,983 8,878 8,728 Net (loss) earnings per share: Basic $ (0.34 ) $ 1.49 $ 0.15 Diluted $ (0.34 ) $ 1.48 $ 0.15 |
Industry Segments (Tables)
Industry Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | All values are for continuing operations only. (in thousands) 2019 2018 2017 Net sales Metals Segment $ 251,078 $ 222,242 $ 152,957 Specialty Chemicals Segment 54,090 58,599 48,191 $ 305,168 $ 280,841 $ 201,148 Operating (loss) income Metals Segment $ 3,692 $ 27,544 $ 5,424 Gain on sale-leaseback — 240 240 Total Metals Segment 3,692 27,784 5,664 Specialty Chemicals Segment 2,811 3,879 4,295 Gain on sale-leaseback — 95 95 Total Specialty Chemicals Segment 2,811 3,974 4,390 6,503 31,758 10,054 Unallocated corporate expenses 8,357 7,878 6,513 Earn-out adjustments (747 ) 1,431 689 Acquisition related costs 601 1,212 795 Operating (loss) income (1,708 ) 21,237 2,057 Interest expense 3,818 2,211 985 Change in fair value of interest rate swap 141 (20 ) (96 ) Other income, net (1,904 ) 2,573 (310 ) (Loss) income before income taxes $ (3,763 ) $ 16,473 $ 1,478 Identifiable assets Metals Segment $ 186,758 $ 192,196 Specialty Chemicals Segment 25,428 28,175 Corporate 45,011 8,028 $ 257,197 $ 228,399 Depreciation and amortization Metals Segment $ 9,439 $ 7,198 $ 6,281 Specialty Chemicals Segment 1,461 1,428 1,302 Corporate 164 149 155 $ 11,064 $ 8,775 $ 7,738 Capital expenditures Metals Segment $ 2,812 $ 5,969 $ 3,406 Specialty Chemicals Segment 1,157 1,298 1,650 Corporate 568 88 223 $ 4,537 $ 7,355 $ 5,279 Sales by product group Specialty chemicals $ 54,090 $ 58,599 $ 48,191 Stainless steel pipe and tube 167,907 146,237 100,254 Heavy wall seamless carbon steel pipe and tube 30,607 32,474 25,103 Fiberglass and steel liquid storage tanks and separation equipment 28,722 31,654 27,600 Galvanized pipe and tube 23,842 11,877 — $ 305,168 $ 280,841 $ 201,148 Geographic sales United States $ 297,808 $ 273,244 $ 196,172 Elsewhere 7,360 7,597 4,976 $ 305,168 $ 280,841 $ 201,148 |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following is a summary of quarterly operations for 2019 and 2018 : (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2019 Net sales $ 84,804 $ 78,778 $ 73,640 $ 67,946 Gross profit 8,684 7,838 7,288 6,963 Net (loss) (927 ) (263 ) (953 ) (893 ) Per common share (1) Basic (0.10 ) (0.03 ) (0.11 ) (0.10 ) Diluted (0.10 ) (0.03 ) (0.11 ) (0.10 ) 2018 Net sales $ 58,480 $ 71,894 $ 77,793 $ 72,674 Gross profit 11,234 15,716 14,028 10,259 Net income 3,835 3,677 5,036 549 Per common share (1) Basic 0.44 0.42 0.57 0.06 Diluted 0.44 0.41 0.56 0.06 (1) Per Share amounts may not foot due to rounding. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The following table shows the initial estimate of value and revisions made during 2018: (in thousands) Initial estimate Revisions Final Inventories $ 2,746 $ — 2,746 Accounts Receivable 2,187 — 2,187 Other current assets - production and maintenance supplies 747 — 747 Property, plant and equipment 4,883 — 4,883 Customer list intangible 1,424 (251 ) 1,173 Goodwill 3,545 251 3,796 Earn-out Liability (3,800 ) — (3,800 ) Accounts payable (1,051 ) — (1,051 ) Other liabilities (303 ) — (303 ) $ 10,378 $ — $ 10,378 The following table shows the initial estimate of value and revisions made during 2019: (in thousands) Initial estimate Revisions Final Inventories $ 5,564 $ — $ 5,564 Accounts receivable 3,534 — 3,534 Other current assets - production and maintenance supplies 605 — 605 Property, plant and equipment 2,793 — 2,793 Customer list intangible 10,000 (496 ) 9,504 Goodwill 7,044 714 7,758 Contingent consideration (earn-out liability) (6,148 ) (218 ) (6,366 ) Accounts payable (1,400 ) — (1,400 ) Other liabilities (97 ) — (97 ) $ 21,895 $ — $ 21,895 The following table shows the initial estimate of value and revisions made during 2017: (in thousands) Initial estimate Revisions Final Inventories $ 5,434 $ — $ 5,434 Other current assets - production and maintenance supplies 1,548 — 1,548 Equipment 7,577 — 7,577 Customer list intangible 992 — 992 Goodwill 3,589 1,059 4,649 Earn-out liability (3,604 ) (1,059 ) (4,664 ) Other liabilities assumed (583 ) — (583 ) $ 14,953 $ — $ 14,953 |
Schedule of Unaudited Pro Forma Financial Information | MUSA-Galvanized's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: (in thousands) 2018 Net sales $ 11,877 Income before income taxes 65 The unaudited pro-forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. Pro-Forma (Unaudited) (in thousands, except per share data) 2018 2017 Pro-forma net sales $ 292,793 $ 225,376 Pro-forma net income (loss) $ 11,920 $ 21 Earnings (loss) per share: Basic $ 1.35 n/a Diluted $ 1.34 n/a ASTI's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows: (in thousands) 2019 Net sales $ 34,477 Income before income taxes 2,690 The unaudited pro-forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. Pro-Forma (Unaudited) (in thousands, except per share data) 2018 Pro-forma net sales $ 316,734 Pro-forma net income $ 13,420 Earnings per share: Basic $ 1.52 Diluted $ 1.51 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 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. December 31, (in thousands) 2019 2018 2017 Fiberglass and steel liquid storage tanks and separation equipment $ 28,722 $ 31,654 $ 27,600 Heavy wall seamless carbon steel pipe and tube 30,607 32,474 25,103 Stainless steel pipe and tube 167,907 146,237 100,254 Galvanized pipe and tube 23,842 11,877 — Specialty chemicals 54,090 58,599 48,191 Net sales $ 305,168 $ 280,841 $ 201,148 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Jan. 01, 2019USD ($) | Jul. 01, 2018 | Feb. 28, 2017 | Dec. 31, 2019USD ($)subsidiariesreporting_unitsegments | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Accounting Policies [Line Items] | ||||||
Number of operating segments | segments | 2 | |||||
Number of reportable segments | segments | 2 | |||||
Goodwill impairment | $ 0 | $ 0 | ||||
Deferred charges and intangible assets | 32,600,000 | 23,200,000 | ||||
Accumulated amortization on deferred charges | 16,600,000 | 13,000,000 | ||||
Amortization expense | 3,500,000 | 2,400,000 | $ 2,400,000 | |||
Shipping costs | 10,900,000 | 9,800,000 | 7,500,000 | |||
Research and development expense | 600,000 | 500,000 | $ 600,000 | |||
Total lease liabilities | 37,285,000 | |||||
Right-of-use assets, operating leases, net | 35,772,000 | 0 | ||||
Deferred tax assets | $ 790,000 | 253,000 | ||||
Accounting Standards Update 2016-02 | ||||||
Accounting Policies [Line Items] | ||||||
Total lease liabilities | $ 33,100,000 | |||||
Right-of-use assets, operating leases, net | 32,200,000 | |||||
Cumulative adjustment | 4,623,000 | |||||
Deferred tax assets | 1,300,000 | |||||
Accounting Standards Update 2016-02 | Retained Earnings | ||||||
Accounting Policies [Line Items] | ||||||
Cumulative adjustment | $ 4,600,000 | 4,623,000 | ||||
Software Licenses | ||||||
Accounting Policies [Line Items] | ||||||
Useful life of property, plant and equipment | 5 years | |||||
Customer List | ||||||
Accounting Policies [Line Items] | ||||||
Weighted average amortization period for intangible assets | 13 years | |||||
MUSA-Stainless | Customer List | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period for intangible assets | 15 years | |||||
MUSA-Stainless | Earn-Out Payment | ||||||
Accounting Policies [Line Items] | ||||||
Contingent consideration earn-out period | 4 years | |||||
Earn out payments, target percentage | 3.00% | |||||
MUSA-Galvanized | ||||||
Accounting Policies [Line Items] | ||||||
Contingent consideration earn-out period | 4 years | |||||
Earn out payments, target percentage | 3.00% | |||||
MUSA-Galvanized | Customer List | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period for intangible assets | 15 years | |||||
MUSA-Galvanized | Earn-Out Payment | ||||||
Accounting Policies [Line Items] | ||||||
Contingent consideration earn-out period | 4 years | |||||
Obsolescence Reserve | ||||||
Accounting Policies [Line Items] | ||||||
Inventory reserves | $ 300,000 | 300,000 | ||||
Physical Inventory Shrink Reserve | ||||||
Accounting Policies [Line Items] | ||||||
Inventory reserves | $ 400,000 | $ 400,000 | ||||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Accounts receivable, payment terms | 30 days | |||||
Amortization period for intangible assets | 8 years | |||||
Minimum | Land Improvement and Buildings | ||||||
Accounting Policies [Line Items] | ||||||
Useful life of property, plant and equipment | 10 years | |||||
Minimum | Machinery, Fixtures and Equipment | ||||||
Accounting Policies [Line Items] | ||||||
Useful life of property, plant and equipment | 3 years | |||||
Minimum | Deferred Charges | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period for intangible assets | 3 years | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Accounts receivable, payment terms | 60 days | |||||
Amortization period for intangible assets | 15 years | |||||
Maximum | Land Improvement and Buildings | ||||||
Accounting Policies [Line Items] | ||||||
Useful life of property, plant and equipment | 40 years | |||||
Maximum | Machinery, Fixtures and Equipment | ||||||
Accounting Policies [Line Items] | ||||||
Useful life of property, plant and equipment | 20 years | |||||
Maximum | Deferred Charges | ||||||
Accounting Policies [Line Items] | ||||||
Amortization period for intangible assets | 10 years | |||||
American Stainless | American Stainless Tubing, Inc. | ||||||
Accounting Policies [Line Items] | ||||||
Contingent consideration earn-out period | 3 years | |||||
American Stainless | American Stainless Tubing, Inc. | Earn-Out Payment | ||||||
Accounting Policies [Line Items] | ||||||
Earn out payments, target percentage | 6.50% | |||||
Metals Segment | ||||||
Accounting Policies [Line Items] | ||||||
Number of reporting units | reporting_unit | 3 | |||||
Number of subsidiaries | subsidiaries | 4 | |||||
Metals Segment | Synalloy Metals, Inc. | ||||||
Accounting Policies [Line Items] | ||||||
Ownership percentage of subsidiary | 100.00% | |||||
Specialty Chemicals Segment | ||||||
Accounting Policies [Line Items] | ||||||
Number of reporting units | reporting_unit | 1 | |||||
Number of subsidiaries | subsidiaries | 2 | |||||
Specialty Chemicals Segment | Manufacturers Soap and Chemical Company | ||||||
Accounting Policies [Line Items] | ||||||
Ownership percentage of subsidiary | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Amortization Expense of Finite Lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2020 | $ 3,238 |
2021 | 3,051 |
2022 | 2,741 |
2023 | 1,200 |
2024 | 1,043 |
Thereafter | $ 4,442 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)financial_instrument | Dec. 31, 2019USD ($)financial_instrument | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of equity securities | $ 4,300,000 | $ 4,300,000 | $ 2,900,000 | ||
Derivative asset, number of instruments held | financial_instrument | 1 | 1 | |||
Earn-out adjustments | $ (747,000) | 1,431,000 | $ 688,000 | ||
American Stainless Tubing, Inc. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Customer list intangible | $ (496,000) | ||||
Charge related to change in fair value of earn-out liability | (218,000) | ||||
Earn-out adjustments | $ 200,000 | ||||
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 | $ 6,088 | $ 6,088 | $ 100,000 | ||
Customer List | American Stainless Tubing, Inc. | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Customer list intangible | $ 500,000 |
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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Earn-out payments during period | $ 3,627 | $ 2,261 | $ 518 |
Level 3 Inputs | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 7,610 | 4,834 | |
Fair value of the earn-out liability associated with the MUSA-Galvanized / American Stainless acquisition | 6,366 | 3,800 | |
Earn-out payments during period | (4,075) | (2,455) | |
Changes in fair value during the period | (747) | 1,431 | |
Ending balance | 9,154 | 7,610 | 4,834 |
MUSA-Stainless | Level 3 Inputs | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 4,252 | 4,834 | |
Fair value of the earn-out liability associated with the MUSA-Galvanized / American Stainless acquisition | 0 | 0 | |
Earn-out payments during period | (1,634) | (2,164) | |
Changes in fair value during the period | (215) | 1,582 | |
Ending balance | 2,403 | 4,252 | 4,834 |
MUSA-Galvanized | Level 3 Inputs | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 3,358 | 0 | |
Fair value of the earn-out liability associated with the MUSA-Galvanized / American Stainless acquisition | 0 | 3,800 | |
Earn-out payments during period | (712) | (291) | |
Changes in fair value during the period | (864) | (151) | |
Ending balance | 1,782 | 3,358 | 0 |
American Stainless | Level 3 Inputs | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 0 | 0 | |
Fair value of the earn-out liability associated with the MUSA-Galvanized / American Stainless acquisition | 6,366 | 0 | |
Earn-out payments during period | (1,729) | 0 | |
Changes in fair value during the period | 332 | 0 | |
Ending balance | $ 4,969 | $ 0 | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 105,497 | $ 98,213 | |
Less accumulated depreciation | 64,807 | 57,288 | |
Property, plant and equipment, net | 40,690 | 40,925 | |
Depreciation expense | 7,578 | 6,412 | $ 5,295 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 63 | 63 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 1,921 | 1,163 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 214 | 412 | |
Machinery, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | 100,300 | 92,931 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment, gross | $ 2,999 | $ 3,644 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 9,800 | $ 6,004 |
Acquisitions during period | 7,758 | 3,796 |
Goodwill, end of period | 17,558 | 9,800 |
Specialty Chemicals Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 1,355 | 1,355 |
Acquisitions during period | 0 | 0 |
Goodwill, end of period | 1,355 | 1,355 |
Metals Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 8,445 | 4,649 |
Acquisitions during period | 7,758 | 3,796 |
Goodwill, end of period | $ 16,203 | $ 8,445 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Jan. 01, 2019USD ($) | Dec. 20, 2018USD ($)debt_installment | Jun. 29, 2018USD ($) | Oct. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 30, 2017USD ($) | Aug. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | |||||||||
Long-term debt outstanding | $ 75,554,000 | $ 76,405,000 | |||||||
Revolving Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit, average outstanding amount | $ 69,100,000 | $ 49,000,000 | |||||||
Line of credit, weighted average interest rate | 5.52% | 4.51% | |||||||
Interest payments | $ 3,500,000 | $ 1,700,000 | $ 900,000 | ||||||
ABL Line of Credit, Due February 28, 2019 | Revolving Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit, maximum borrowing capacity | $ 45,000,000 | ||||||||
Stated interest rate | 4.19% | ||||||||
ABL Line of Credit, Due October 30, 2020 | Revolving Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt outstanding | 59,221,000 | $ 76,405,000 | |||||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | $ 80,000,000 | $ 72,597,526 | $ 65,000,000 | |||||
Line of credit facility, increase (decrease), net | $ 15,000,000 | $ 20,000,000 | |||||||
Principal amount of debt | $ 100,000,000 | ||||||||
Stated interest rate | 3.50% | ||||||||
Unused capacity fee on line of credit | 0.15% | ||||||||
Line of credit, amount borrowed | $ 59,200,000 | ||||||||
Line of credit, remaining availability | 13,400,000 | ||||||||
ABL Line of Credit, Due October 30, 2020 | Revolving Line of Credit | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.65% | 1.65% | |||||||
Term Loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt term | 5 years | 5 years | |||||||
Principal amount of debt | $ 20,000,000 | $ 20,000,000 | |||||||
Repayments of debt, number of consecutive installments | debt_installment | 60 | ||||||||
Term Loan | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.90% | ||||||||
Term Loan | Secured Debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt outstanding | 16,333,000 | $ 0 | |||||||
Principal amount of debt | $ 20,000,000 | ||||||||
Stated interest rate | 3.6875% |
Long-term Debt - Schedule Of Ma
Long-term Debt - Schedule Of Maturities of Long Term Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 4,000 |
2021 | 63,221 |
2022 | 4,000 |
2023 | 4,000 |
2024 | 333 |
2025 | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Expenses | ||
Salaries, wages, and commissions | $ 2,972 | $ 5,208 |
Taxes, other than income taxes | 406 | 852 |
Current portion of earn-out liability | 5,576 | 2,907 |
Advances from customers | 153 | 178 |
Insurance | 578 | 321 |
Professional fees | 265 | 256 |
Warranty reserve | 11 | 38 |
Benefit plans | 242 | 266 |
Insurance financing liability | 668 | 347 |
Current portion, capital lease obligation | 39 | 267 |
Customer rebate liability | 275 | 701 |
Current portion, deferred gain sale-leaseback | 0 | 334 |
Other accrued items | 428 | 488 |
Total accrued expenses | $ 11,613 | $ 12,163 |
Stock - Based Compensation - Na
Stock - Based Compensation - Narrative (Details) | May 16, 2019USD ($)shares | Feb. 06, 2019$ / sharesshares | May 17, 2018USD ($)shares | Feb. 07, 2018$ / sharesshares | May 18, 2017USD ($)shares | Feb. 08, 2017employees$ / sharesshares | May 05, 2016employees | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | May 17, 2019shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares authorized (in shares) | shares | 500,000 | |||||||||||
Options available (in shares) | shares | 215,823 | |||||||||||
Compensation expense | $ 2,100,000 | $ 800,000 | $ 600,000 | |||||||||
(Benefit from) provision for income taxes | $ 400,000 | $ 200,000 | $ 200,000 | |||||||||
Exercised (in shares) | shares | 3,628 | 85,440 | 25,632 | |||||||||
Options exercisable (in shares) | shares | 51,745 | |||||||||||
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 14.13 | |||||||||||
Share-based compensation expense | $ 2,091,000 | $ 827,000 | $ 638,000 | |||||||||
Issuance of shares of common stock from the treasury (in shares) | shares | 162,869 | 66,632 | 58,532 | |||||||||
Stock Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options available (in shares) | shares | 155,845 | 155,845 | 154,870 | 152,965 | ||||||||
Exercised (in shares) | shares | 3,628 | 85,440 | ||||||||||
Option exercises, aggregate exercise price | $ 45,734 | $ 1,000,000 | ||||||||||
Options exercisable (in shares) | shares | 51,745 | 49,127 | 119,861 | |||||||||
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 14.13 | $ 13.82 | $ 12.45 | |||||||||
Share-based compensation expense | $ 31,186 | $ 46,529 | $ 80,966 | |||||||||
Total unrecognized compensation cost | $ 2,261 | |||||||||||
Share-based compensation, weighted average period of recognition | 1 month 11 days | |||||||||||
Performance Shares | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options, vested in period, fair value | $ 400,000 | $ 0 | 0 | |||||||||
Granted (in shares) | shares | 35,887 | |||||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 15.72 | |||||||||||
Vesting period | 3 years | |||||||||||
Nonvested award, option, cost not yet recognized, amount | $ 200,000 | |||||||||||
Nonvested award, cost not yet recognized, period for recognition | 1 year 4 months 10 days | |||||||||||
2011 Plan | Stock Options | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual vesting rate | 20.00% | |||||||||||
2011 Plan | Stock Options | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual vesting rate | 33.00% | |||||||||||
2005 Stock Awards Plan | Stock Options | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual vesting rate | 33.00% | |||||||||||
2005 Stock Awards Plan | Stock Awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based compensation expense | $ 1,400,000 | $ 800,000 | $ 600,000 | |||||||||
Total unrecognized compensation cost | $ 800,000 | |||||||||||
Share-based compensation, weighted average period of recognition | 2 years 1 month 10 days | |||||||||||
2015 Stock Awards Plan | Stock Awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares authorized (in shares) | shares | 250,000 | 250,000 | 500,000 | |||||||||
Annual vesting rate | 20.00% | |||||||||||
Expiration period for awards | 10 years | |||||||||||
Period after grant date, awards vesting begins | 1 year | 1 year | ||||||||||
Granted (in shares) | shares | 44,949 | 65,527 | 44,687 | |||||||||
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 15.72 | $ 12.47 | $ 12.30 | |||||||||
Vesting period | 3 years | 5 years | ||||||||||
Number of employees receiving grants | employees | 8 | 5 | ||||||||||
2015 Stock Awards Plan | Stock Awards | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual vesting rate | 20.00% | 20.00% | ||||||||||
2015 Stock Awards Plan | Stock Awards | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Annual vesting rate | 33.00% | 33.00% | ||||||||||
Non Employee Director | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of shares of common stock from the treasury (in shares) | shares | 15,909 | 14,857 | 24,209 | |||||||||
Annual Cash Retainer Fees | $ 304,000 | $ 276,000 | $ 287,500 | |||||||||
Restricted Stock | Non Employee Director | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Maximum annual retainer percent | 100.00% | |||||||||||
May 5, 2016 | 2015 Stock Awards Plan | Stock Awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based compensation expense | $ 75,756 | |||||||||||
February 8, 2017 | 2015 Stock Awards Plan | Stock Awards | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based compensation expense | $ 67,180 |
Stock - Based Compensation - Su
Stock - Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Outstanding, beginning of year, weighted average exercise price (in dollars per share) | $ 14.16 | $ 12.96 | $ 12.77 | |
Exercised, weighted average exercise price (in dollars per share) | 12.61 | 12.09 | 11.55 | |
Expired, weighted average exercise price (in dollars per share) | 16.01 | 15.26 | ||
Outstanding, end of year, weighted average exercise price (in dollars per share) | 14.26 | $ 14.16 | $ 12.96 | $ 12.77 |
Exercisable, weighted average exercise price (in dollars per share) | $ 14.13 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding, beginning of year (in shares) | 59,096 | 145,511 | 173,048 | |
Exercised (in shares) | (3,628) | (85,440) | (25,632) | |
Expired (in shares) | (975) | (1,905) | ||
Outstanding, end of year (in shares) | 55,468 | 59,096 | 145,511 | 173,048 |
Exercisable (in shares) | 51,745 | |||
Options outstanding, weighted average contractual term | 3 years 9 months 18 days | 4 years 9 months 18 days | 4 years 7 months 6 days | 5 years 4 months 24 days |
Options exercisable, weighted average contractual term | 3 years 8 months 12 days | |||
Options expired, intrinsic value | $ 842,742 | $ 78,818 | $ 0 | |
Options outstanding, intrinsic value | $ 18,331 | $ 143,737 | $ 156,445 | |
Options exercisable, intrinsic value | $ 18,331 | |||
Options available (in shares) | 215,823 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | ||||
Expected to vest, beginning of the year, weighted average exercise price (in dollars per share) | $ 15.83 | $ 14.72 | ||
Vested, weighted average exercise price (in dollars per share) | 15.72 | 14.78 | ||
Forfeited, weighted average exercise price (in dollars per share) | 16.01 | |||
Expected to vest, end of the year, weighted average exercise price (in dollars per share) | $ 16.01 | $ 15.83 | $ 14.72 | |
Expected to vest (in shares) | 9,969 | 25,650 | ||
Vested (in shares) | (6,246) | (15,380) | ||
Forfeited unvested options (in shares) | (301) | |||
Expected to vest (in shares) | 3,723 | 9,969 | 25,650 | |
Options expected to vest, weighted average contractual term (years) | 5 years 1 month 6 days | 6 years | 6 years 6 months | |
Options granted, weighted average fair value (in dollars per share) | $ 6.11 | $ 6.44 | $ 6.41 | |
Options expected to vest, vested, grant date fair value (dollars per share) | 6.46 | 6.38 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Exercisable, weighted average exercise price (in dollars per share) | $ 14.13 | $ 13.82 | $ 12.45 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Exercised (in shares) | (3,628) | (85,440) | ||
Exercisable (in shares) | 51,745 | 49,127 | 119,861 | |
Options available, expired | 975 | 1,905 | ||
Options available (in shares) | 155,845 | 155,845 | 154,870 | 152,965 |
Stock - Based Compensation - St
Stock - Based Compensation - Stock Options by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding stock options (in shares) | shares | 55,468 |
Number of exercisable stock options (in shares) | shares | 51,745 |
Exercise Price of $11.35 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 11.35 |
Number of outstanding stock options (in shares) | shares | 11,713 |
Weighted average exercise price (in dollars per share) | $ 11.35 |
Weighted average remaining contractual life in years | 2 years 1 month 6 days |
Number of exercisable stock options (in shares) | shares | 11,713 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 11.35 |
Exercise Price of $13.70 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 13.70 |
Number of outstanding stock options (in shares) | shares | 13,994 |
Weighted average exercise price (in dollars per share) | $ 13.70 |
Weighted average remaining contractual life in years | 3 years 1 month 6 days |
Number of exercisable stock options (in shares) | shares | 13,994 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 13.70 |
Exercise Price of $14.76 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 14.76 |
Number of outstanding stock options (in shares) | shares | 8,109 |
Weighted average exercise price (in dollars per share) | $ 14.76 |
Weighted average remaining contractual life in years | 4 years 1 month 21 days |
Number of exercisable stock options (in shares) | shares | 8,109 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 14.76 |
Exercise Price of $16.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 16.01 |
Number of outstanding stock options (in shares) | shares | 21,652 |
Weighted average exercise price (in dollars per share) | $ 16.01 |
Weighted average remaining contractual life in years | 5 years 1 month 10 days |
Number of exercisable stock options (in shares) | shares | 17,929 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 16.01 |
Stock - Based Compensation - _2
Stock - Based Compensation - Stock Award Activity (Details) - Stock Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, beginning of the year (in shares) | 142,174 | 131,667 | 121,302 |
Forfeited (in shares) | (3,245) | ||
Outstanding, end of the year (in shares) | 100,775 | 142,174 | 131,667 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Outstanding, beginning of the year, weighted average grant date fair value (in dollars per share) | $ 11.45 | $ 10.69 | $ 10.03 |
Forfeited/Canceled (in dollars per share) | 10.96 | ||
Outstanding, end of the year, weighted average grant date fair value (in dollars per share) | $ 13.28 | $ 11.45 | $ 10.69 |
February 08, 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (in shares) | 44,687 | ||
Vested (in shares) | (34,322) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, weighted average grant date fair value (in dollars per share) | $ 12.30 | ||
Options expected to vest, vested, grant date fair value (dollars per share) | $ 10.45 | ||
February 07, 2018 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (in shares) | 65,527 | ||
Vested (in shares) | (51,775) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, weighted average grant date fair value (in dollars per share) | $ 12.47 | ||
Options expected to vest, vested, grant date fair value (dollars per share) | $ 10.84 | ||
February 6, 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Granted (in shares) | 44,949 | ||
Vested (in shares) | (84,734) | ||
Forfeited (in shares) | (1,614) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Granted, weighted average grant date fair value (in dollars per share) | $ 15.72 | ||
Options expected to vest, vested, grant date fair value (dollars per share) | 11.76 | ||
Forfeited/Canceled (in dollars per share) | $ 12.44 |
Stock - Based Compensation - Pe
Stock - Based Compensation - Performance-based Stock Awards (Details) - Performance Shares - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, vested in period, fair value | $ 400,000 | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding, beginning of the year (in shares) | 100,037 | ||
Granted (in shares) | 35,887 | ||
Vested (in shares) | (57,938) | ||
Forfeited/Canceled (in shares) | 0 | ||
Outstanding, end of the year (in shares) | 77,986 | 100,037 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding, beginning balance (in dollars per share) | $ 10.56 | ||
Options granted, weighted average fair value (in dollars per share) | $ 15.72 | ||
Options expected to vest, vested, grant date fair value (dollars per share) | 9.58 | ||
Forfeited/Canceled (in dollars per share) | 0 | ||
Outstanding, ending balance (in dollars per share) | $ 13.66 | $ 10.56 | |
Number of shares authorized (in shares) | 4,284 | ||
Nonvested award, option, cost not yet recognized, amount | $ 200,000 | ||
Nonvested award, cost not yet recognized, period for recognition | 1 year 4 months 10 days | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 0.00% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 150.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Outstanding, end of the year (in shares) | 116,979 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Sale leaseback deferred gain | $ 0 | $ 1,311 |
Inventory valuation reserves | 199 | 174 |
Inventory capitalization | 1,696 | 1,501 |
Accrued bonus | 497 | 911 |
State net operating loss carryforwards | 1,835 | 1,934 |
Federal net operating loss carryforwards | 139 | 0 |
Equity security mark to market | 217 | 622 |
Straight line lease | 0 | 231 |
Lease liabilities | 8,945 | 150 |
Interest limitation carryforwards | 754 | 0 |
Other | 445 | 453 |
Total deferred income tax assets | 14,727 | 7,287 |
Valuation allowance | (1,700) | (1,766) |
Total net deferred income tax assets | 13,027 | 5,521 |
Deferred income tax liabilities: | ||
Tax over book depreciation and amortization | 4,859 | 5,121 |
Prepaid expenses | 296 | 377 |
Lease assets | 8,537 | 92 |
Interest rate swap | 77 | 104 |
Other | 48 | 80 |
Total deferred income tax liabilities | 13,817 | 5,774 |
Deferred income taxes | $ (790) | $ (253) |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ (10) | $ 3,469 | $ 1,067 |
State | 57 | 290 | 107 |
Total current | 47 | 3,759 | 1,174 |
Deferred: | |||
Federal | (833) | (108) | (1,043) |
State | 59 | (275) | 6 |
Total deferred | (774) | (383) | (1,037) |
Total | $ (727) | $ 3,376 | $ 137 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense Reconciliation | |||
Tax at U.S. statutory rates | $ (790) | $ 3,459 | $ 503 |
State income taxes, net of federal tax benefit | 165 | 269 | 66 |
State valuation allowance | (60) | (315) | 8 |
Manufacturing exemption | 0 | 0 | (117) |
Stock option compensation | (155) | (39) | 0 |
Executive compensation limitation | 57 | 0 | 0 |
Other nondeductible expenses | 64 | 0 | 0 |
Rate change effects | 0 | 0 | (381) |
Other, net | (8) | 2 | 58 |
Total | $ (727) | $ 3,376 | $ 137 |
Effective Tax Rate Reconciliation | |||
Tax at U.S. statutory rates | 21.00% | 21.00% | 34.00% |
State income taxes, net of federal tax benefit | (4.40%) | 1.60% | 4.40% |
State valuation allowance | 1.60% | (1.90%) | 0.60% |
Manufacturing exemption | 0.00% | 0.00% | (7.90%) |
Stock option compensation | 4.10% | (0.20%) | 0.00% |
Executive compensation limitation | (1.50%) | 0.00% | 0.00% |
Other nondeductible expenses | (1.70%) | 0.00% | 0.00% |
Rate change effects | 0.00% | 0.00% | (25.80%) |
Other, net | 0.20% | 0.00% | 4.00% |
Total | 19.30% | 20.50% | 9.30% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosures [Line Items] | |||
Income tax payments | $ 1,200,000 | $ 2,400,000 | $ 2,600,000 |
Net operating loss carryforwards | 700,000 | ||
Tax Credit Carryforward, Limitations on Use | 3,500,000 | ||
Continuing Operations | |||
Income Tax Disclosures [Line Items] | |||
Decrease in valuation allowance during the period | 66,744 | ||
State Jurisdiction | |||
Income Tax Disclosures [Line Items] | |||
Net operating loss carryforwards | 43,600,000 | 46,500,000 | |
Portion of NOL subject to valuation allowance | 40,300,000 | ||
Valuation allowance for net operating loss carryforwards | 1,700,000 | 1,700,000 | |
Valuation Allowance, Other Deferred Tax Assets | |||
Income Tax Disclosures [Line Items] | |||
Valuation allowance for net operating loss carryforwards | $ 47,504 | $ 76,747 |
Benefit Plans and Collective _2
Benefit Plans and Collective Bargaining Agreements - Non-Union Employees Narrative (Details) - 401(k) Employee Stock Ownership Plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employee maximum contribution percentage | 100.00% | ||
Employee maximum contribution amount | $ 19,000 | ||
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | ||
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,000 | ||
Employee maximum contribution eligible under economic growth and tax relief reconciliation act | $ 25,000 | ||
Employer maximum contribution percentage match | 100.00% | ||
Matching percentage by employer of employees' gross pay | 4.00% | ||
Matching contributions made by employer | $ 800,000 | $ 700,000 | $ 600,000 |
Employer discretionary contribution | $ 0 | $ 0 | $ 0 |
Benefit Plans and Collective _3
Benefit Plans and Collective Bargaining Agreements - United Steelworkers Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to defined benefit plans | $ 200,000 | ||
Total employer contributions to plans under collective-bargaining arrangements | $ 28,469 | $ 32,034 | $ 29,042 |
401(k) Employee Stock Ownership Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee maximum contribution percentage | 100.00% | ||
Employee maximum contribution amount | $ 19,000 | ||
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | ||
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,000 | ||
Employee maximum contribution eligible under economic growth and tax relief reconciliation act | 25,000 | ||
Employer discretionary contribution | 0 | 0 | 0 |
Matching contributions made by employer | $ 800,000 | 700,000 | 600,000 |
401(k) and Profit Sharing Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee maximum contribution percentage | 60.00% | ||
Employee maximum contribution amount | $ 19,000 | ||
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | ||
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,000 | ||
Employee maximum contribution eligible under economic growth and tax relief reconciliation act | $ 25,000 | ||
Employer contribution as a percentage of participant's eligible compensation | 3.00% | ||
Employer contributions to defined benefit plans | 200,000 | 200,000 | |
Employer discretionary contribution | $ 0 | 0 | 0 |
Maximum | Other Pension, Postretirement and Supplemental Plans | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to defined benefit plans | $ 200,000 | $ 100,000 | $ 100,000 |
Funding percentage under defined benefit plans | 80.00% | ||
Employer contribution percentage of each participant's eligible compensation | 4.25% | ||
Employer's contribution percentage of total contributions | 5.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Jan. 01, 2019USD ($)renewal_option | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 29, 2018 |
Lessee, Lease, Description [Line Items] | |||||
Operating lease liability related to sale leaseback transactions | $ 36,800 | ||||
Sale leaseback liabilities as a percentage of total operating lease liabilities | 97.00% | ||||
Deferred income taxes | $ 790 | $ 253 | |||
Incremental borrowing late | 7.32% | ||||
Right-of-use asset obtained in exchange for operating lease liability | $ 4,900 | ||||
Initial term of operating lease | 20 years | 20 years | |||
Number of renewal options | renewal_option | 2 | ||||
Number of years in each renewal option | 10 years | ||||
Escalator equal to the lessor | 125.00% | ||||
Maximum rent escalator percentage | 2.00% | ||||
Rent expense | 4,000 | $ 3,300 | |||
Accounting Standards Update 2016-02 | |||||
Lessee, Lease, Description [Line Items] | |||||
Cumulative adjustment due to adoption of ASU | 4,623 | ||||
Deferred income taxes | $ 1,300 | ||||
Retained Earnings | Accounting Standards Update 2016-02 | |||||
Lessee, Lease, Description [Line Items] | |||||
Cumulative adjustment due to adoption of ASU | $ 4,600 | $ 4,623 |
Leases - Schedule of Discount R
Leases - Schedule of Discount Rates Associated with Operating and Finance Leases (Details) | Dec. 31, 2019 |
Leases, Weighted Average Discount Rate [Abstract] | |
Operating Leases | 7.32% |
Finance Leases | 11.94% |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Recorded in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Right-of-use assets, operating leases | $ 35,772 | $ 0 |
Property, plant and equipment, net | 401 | |
Current portion of lease liabilities, operating leases | 3,562 | 0 |
Current portion of lease liabilities, finance leases | 253 | 0 |
Non-current portion of lease liabilities, operating leases | 33,723 | 0 |
Non-current portion of lease liabilities, finance leases | $ 336 | $ 0 |
Leases - Schedule of Total Leas
Leases - Schedule of Total Leases Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 4,112 |
Reduction in carrying amount of right-of-use assets | 175 |
Interest on finance lease liabilities | 85 |
Total lease cost | $ 4,372 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities After Adoption of 842 (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | $ 3,562 |
2021 | 3,635 |
2022 | 3,673 |
2023 | 3,563 |
2024 | 3,635 |
Thereafter | 48,554 |
Total undiscounted minimum future lease payments | 66,622 |
Imputed Interest | 29,337 |
Total lease liabilities | 37,285 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2020 | 275 |
2021 | 316 |
2022 | 12 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total undiscounted minimum future lease payments | 603 |
Imputed Interest | 14 |
Total lease liabilities | $ 589 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term (Details) | Dec. 31, 2019 |
Weighted Average Remaining Lease Term [Abstract] | |
Operating Leases | 16 years 6 months 19 days |
Finance Leases | 2 years 1 month 28 days |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Future Minimum Lease Payments for Operating Leases Before Adoption (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 3,207 |
2020 | 3,244 |
2021 | 3,239 |
2022 | 3,225 |
2023 | 3,103 |
Thereafter | 45,337 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | 354 |
2020 | 358 |
2021 | 347 |
2022 | 18 |
2023 | 0 |
Thereafter | 0 |
Total undiscounted minimum future operating lease payments | 1,077 |
Imputed Interest | 165 |
Total lease liabilities recorded as of December 31, 2018 | $ 912 |
(Loss)_Earnings Per Share (Deta
(Loss)/Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net (loss) income | $ (893) | $ (953) | $ (263) | $ (927) | $ 549 | $ 5,036 | $ 3,677 | $ 3,835 | $ (3,036) | $ 13,097 | $ 1,341 |
Denominator: | |||||||||||
Denominator for basic earnings per share - weighted average shares (in shares) | 8,983,000 | 8,806,000 | 8,705,000 | ||||||||
Effect of dilutive securities: | |||||||||||
Employee stock options and stock grants (shares) | 0 | 72,000 | 23,000 | ||||||||
Denominator for diluted earnings per share - weighted average shares (in shares) | 8,983,000 | 8,878,000 | 8,728,000 | ||||||||
Net (loss) earnings per share: | |||||||||||
Basic (in dollars per share) | $ (0.10) | $ (0.11) | $ (0.03) | $ (0.10) | $ 0.06 | $ 0.57 | $ 0.42 | $ 0.44 | $ (0.34) | $ 1.49 | $ 0.15 |
Diluted (in dollars per share) | $ (0.10) | $ (0.11) | $ (0.03) | $ (0.10) | $ 0.06 | $ 0.56 | $ 0.41 | $ 0.44 | $ (0.34) | $ 1.48 | $ 0.15 |
Antidilutive securities excluded from earnings per share calculation (in shares) | 300 | 600 | 86,524 |
Industry Segments - Narrative (
Industry Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019reporting_unitsegments | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segments | 2 |
Number of reportable segments | segments | 2 |
Metals Segment | |
Segment Reporting Information [Line Items] | |
Number of reporting units | reporting_unit | 3 |
Specialty Chemicals Segment | |
Segment Reporting Information [Line Items] | |
Number of reporting units | reporting_unit | 1 |
Industry Segments - Segment Inf
Industry Segments - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 67,946 | $ 73,640 | $ 78,778 | $ 84,804 | $ 72,674 | $ 77,793 | $ 71,894 | $ 58,480 | $ 305,168 | $ 280,841 | $ 201,148 |
Gain on sale-leaseback | 0 | 334 | 334 | ||||||||
Unallocated corporate expenses | 32,627 | 27,691 | 24,875 | ||||||||
Earn-out adjustments | (747) | 1,431 | 688 | ||||||||
Acquisition related costs | 601 | 1,212 | 795 | ||||||||
Operating (loss) income | (1,708) | 21,237 | 2,057 | ||||||||
Interest expense | 3,818 | 2,211 | 985 | ||||||||
Change in fair value of interest rate swap | (141) | 20 | 96 | ||||||||
Other income, net | 1,904 | (2,573) | 310 | ||||||||
(Loss) Income before income taxes | (3,763) | 16,473 | 1,478 | ||||||||
Identifiable assets | 257,197 | 228,399 | 257,197 | 228,399 | |||||||
Depreciation and amortization | 11,064 | 8,775 | 7,738 | ||||||||
Capital expenditures | 4,537 | 7,355 | 5,279 | ||||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 297,808 | 273,244 | 196,172 | ||||||||
Non-US | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 7,360 | 7,597 | 4,976 | ||||||||
Specialty chemicals | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 54,090 | 58,599 | 48,191 | ||||||||
Stainless steel pipe and tube | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 167,907 | 146,237 | 100,254 | ||||||||
Heavy wall seamless carbon steel pipe and tube | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 30,607 | 32,474 | 25,103 | ||||||||
Fiberglass and steel liquid storage tanks and separation equipment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 28,722 | 31,654 | 27,600 | ||||||||
Galvanized pipe and tube | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 23,842 | 11,877 | 0 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 305,168 | 280,841 | 201,148 | ||||||||
Operating (loss) income | 6,503 | 31,758 | 10,054 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Unallocated corporate expenses | 8,357 | 7,878 | 6,513 | ||||||||
Earn-out adjustments | (747) | 1,431 | 689 | ||||||||
Acquisition related costs | 601 | 1,212 | 795 | ||||||||
Operating (loss) income | (1,708) | 21,237 | 2,057 | ||||||||
Interest expense | 3,818 | 2,211 | 985 | ||||||||
Change in fair value of interest rate swap | 141 | (20) | (96) | ||||||||
Other income, net | (1,904) | 2,573 | (310) | ||||||||
(Loss) Income before income taxes | (3,763) | 16,473 | 1,478 | ||||||||
Identifiable assets | 45,011 | 8,028 | 45,011 | 8,028 | |||||||
Depreciation and amortization | 164 | 149 | 155 | ||||||||
Capital expenditures | 568 | 88 | 223 | ||||||||
Metals Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating (loss) income | 3,692 | 27,784 | 5,664 | ||||||||
Metals Segment | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 251,078 | 222,242 | 152,957 | ||||||||
Gain on sale-leaseback | 0 | 240 | 240 | ||||||||
Operating (loss) income | 3,692 | 27,544 | 5,424 | ||||||||
Identifiable assets | 186,758 | 192,196 | 186,758 | 192,196 | |||||||
Depreciation and amortization | 9,439 | 7,198 | 6,281 | ||||||||
Capital expenditures | 2,812 | 5,969 | 3,406 | ||||||||
Specialty Chemicals Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating (loss) income | 2,811 | 3,974 | 4,390 | ||||||||
Specialty Chemicals Segment | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 54,090 | 58,599 | 48,191 | ||||||||
Gain on sale-leaseback | 0 | 95 | 95 | ||||||||
Operating (loss) income | 2,811 | 3,879 | 4,295 | ||||||||
Identifiable assets | $ 25,428 | $ 28,175 | 25,428 | 28,175 | |||||||
Depreciation and amortization | 1,461 | 1,428 | 1,302 | ||||||||
Capital expenditures | $ 1,157 | $ 1,298 | $ 1,650 |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 67,946 | $ 73,640 | $ 78,778 | $ 84,804 | $ 72,674 | $ 77,793 | $ 71,894 | $ 58,480 | $ 305,168 | $ 280,841 | $ 201,148 |
Gross profit | 6,963 | 7,288 | 7,838 | 8,684 | 10,259 | 14,028 | 15,716 | 11,234 | 30,773 | 51,237 | 28,081 |
Net (loss) income | $ (893) | $ (953) | $ (263) | $ (927) | $ 549 | $ 5,036 | $ 3,677 | $ 3,835 | $ (3,036) | $ 13,097 | $ 1,341 |
Per common share(1) | |||||||||||
Basic (in dollars per share) | $ (0.10) | $ (0.11) | $ (0.03) | $ (0.10) | $ 0.06 | $ 0.57 | $ 0.42 | $ 0.44 | $ (0.34) | $ 1.49 | $ 0.15 |
Diluted (in dollars per share) | $ (0.10) | $ (0.11) | $ (0.03) | $ (0.10) | $ 0.06 | $ 0.56 | $ 0.41 | $ 0.44 | $ (0.34) | $ 1.48 | $ 0.15 |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - Interest Rate Swap - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Credit Facility | ||
Derivative [Line Items] | ||
Interest rate swap asset | $ 6,088 | $ 100,000 |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Interest rate swap, notional amount | $ 6,000,000 | $ 8,250,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Jan. 01, 2019 | Dec. 20, 2018 | Jul. 01, 2018 | Mar. 01, 2017 | Feb. 28, 2017 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Jun. 29, 2018 | Mar. 31, 2017 | Dec. 09, 2016 |
Business Acquisition [Line Items] | ||||||||||||||||||
Charge related to change in fair value of earn-out liability | $ (747,000) | $ 1,431,000 | $ 688,000 | |||||||||||||||
Expenses incurred related to acquisition | (1,904,000) | 2,573,000 | (310,000) | |||||||||||||||
Additional rent expense | 4,000,000 | 3,300,000 | ||||||||||||||||
Interest expense | 3,818,000 | 2,211,000 | 985,000 | |||||||||||||||
Depreciation expense | 7,578,000 | 6,412,000 | 5,295,000 | |||||||||||||||
Increase (decreases) in income tax provision | (727,000) | 3,376,000 | 137,000 | |||||||||||||||
Acquisition related costs | 601,000 | 1,212,000 | 795,000 | |||||||||||||||
Goodwill | $ 9,800,000 | $ 9,800,000 | $ 17,558,000 | $ 6,004,000 | 17,558,000 | 9,800,000 | 6,004,000 | |||||||||||
Lease term | 20 years | 20 years | ||||||||||||||||
Level 3 Inputs | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of earn-out liability | 7,610,000 | 7,610,000 | 9,154,000 | 4,834,000 | 9,154,000 | 7,610,000 | 4,834,000 | |||||||||||
American Stainless Tubing, Inc. | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price | $ 21,900,000 | |||||||||||||||||
Charge related to change in fair value of earn-out liability | $ 200,000 | |||||||||||||||||
Customer list intangible | (496,000) | |||||||||||||||||
Goodwill | 714,000 | |||||||||||||||||
Additional rent expense | 500,000 | |||||||||||||||||
Interest expense | 800,000 | |||||||||||||||||
Depreciation expense | 200,000 | |||||||||||||||||
Increase (decreases) in income tax provision | 100,000 | |||||||||||||||||
Fair value of earn-out payments | 6,366,000 | 6,366,000 | $ 6,148,000 | |||||||||||||||
Goodwill | 7,758,000 | 7,758,000 | 7,044,000 | |||||||||||||||
Intangible assets | 9,504,000 | 9,504,000 | $ 10,000,000 | |||||||||||||||
Net sales | 34,477,000 | |||||||||||||||||
Income before income taxes | 2,690,000 | |||||||||||||||||
American Stainless Tubing, Inc. | Fair Value Adjustment to Inventory | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Expenses incurred related to acquisition | 1,100,000 | |||||||||||||||||
American Stainless Tubing, Inc. | Customer List | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Customer list intangible | $ 500,000 | |||||||||||||||||
American Stainless Tubing, Inc. | Customer Lists | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Customer list intangible | 1,200,000 | |||||||||||||||||
MUSA-Galvanized | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price | $ 10,400,000 | |||||||||||||||||
Period for which earn out payments will be received | 4 years | |||||||||||||||||
Earn out payments, target percentage | 3.00% | |||||||||||||||||
Customer list intangible | (251,000) | |||||||||||||||||
Goodwill | 300,000 | 251,000 | ||||||||||||||||
Forecasted earn-out payments | $ 4,200,000 | |||||||||||||||||
Fair value of earn-out payments | 3,800,000 | 3,800,000 | 3,800,000 | 3,800,000 | ||||||||||||||
Purchase accounting adjustment for intangible assets | 300,000 | |||||||||||||||||
Goodwill | 3,545,000 | 3,796,000 | 3,796,000 | 3,796,000 | ||||||||||||||
Intangible assets | $ 1,424,000 | 1,173,000 | 1,173,000 | 1,173,000 | ||||||||||||||
Net sales | 11,877,000 | |||||||||||||||||
Income before income taxes | 65,000 | |||||||||||||||||
MUSA-Galvanized | Earn-Out Payment | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Period for which earn out payments will be received | 4 years | |||||||||||||||||
MUSA-Galvanized | Acquisition-related Costs | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Acquisition related costs | 700,000 | |||||||||||||||||
MUSA-Galvanized | Customer List | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life of finite lived intangible assets acquired | 15 years | |||||||||||||||||
MUSA-Galvanized | Level 3 Inputs | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of earn-out liability | 3,358,000 | 3,358,000 | 1,782,000 | 0 | $ 1,782,000 | 3,358,000 | 0 | |||||||||||
MUSA-Galvanized | Level 3 Inputs | Other Current Liabilities | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of earn-out liability | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||
MUSA-Galvanized | Measurement Input, Discount Rate | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Discount rate applied to earn-out payments | 0.05 | |||||||||||||||||
MUSA-Stainless | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price | $ 15,000,000 | |||||||||||||||||
Customer list intangible | 0 | |||||||||||||||||
Goodwill | 1,059,000 | |||||||||||||||||
Goodwill and earn-out liability, provisional adjustment | $ 1,100,000 | |||||||||||||||||
Fair value of earn-out payments | 3,604,000 | 4,700,000 | 4,664,000 | 4,664,000 | $ 3,600,000 | |||||||||||||
Goodwill | 3,589,000 | $ 4,600,000 | 4,649,000 | 4,649,000 | $ 3,600,000 | |||||||||||||
Intangible assets | $ 992,000 | 992,000 | 992,000 | |||||||||||||||
Escrow deposit | $ 3,000,000 | |||||||||||||||||
Net sales | 25,800,000 | |||||||||||||||||
Income before income taxes | 200,000 | |||||||||||||||||
Monthly lease payment | $ 33,333 | |||||||||||||||||
Lease term | 15 months | |||||||||||||||||
MUSA-Stainless | Earn-Out Payment | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Period for which earn out payments will be received | 4 years | |||||||||||||||||
Earn out payments, target percentage | 3.00% | |||||||||||||||||
Forecasted earn-out payments | $ 4,100,000 | |||||||||||||||||
Contingent consideration payment, lower limit | 3,000,000 | |||||||||||||||||
Estimated earn out payments, discounted | $ 3,600,000 | |||||||||||||||||
Discount rate applicable to future revenue | 5.00% | |||||||||||||||||
MUSA-Stainless | Customer List | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life of finite lived intangible assets acquired | 15 years | |||||||||||||||||
MUSA-Stainless | Level 3 Inputs | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of earn-out liability | $ 4,252,000 | $ 4,252,000 | $ 2,403,000 | $ 4,834,000 | $ 2,403,000 | $ 4,252,000 | $ 4,834,000 | |||||||||||
Term Loan | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Debt term | 5 years | 5 years | ||||||||||||||||
Principal amount of debt | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||
American Stainless | American Stainless Tubing, Inc. | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Period for which earn out payments will be received | 3 years | |||||||||||||||||
American Stainless | American Stainless Tubing, Inc. | Earn-Out Payment | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Earn out payments, target percentage | 6.50% |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Identified and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | Mar. 31, 2019 | Jul. 01, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 9,800 | $ 9,800 | $ 17,558 | $ 6,004 | |||||
American Stainless Tubing, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Inventories | 5,564 | $ 5,564 | |||||||
Accounts Receivable | 3,534 | 3,534 | |||||||
Other current assets - production and maintenance supplies | 605 | 605 | |||||||
Property, plant and equipment | 2,793 | 2,793 | |||||||
Customer list intangible | 9,504 | 10,000 | |||||||
Goodwill | 7,758 | 7,044 | |||||||
Contingent consideration (earn-out liability) | (6,366) | (6,148) | |||||||
Accounts payable | (1,400) | (1,400) | |||||||
Other liabilities assumed | (97) | (97) | |||||||
Total consideration | 21,895 | $ 21,895 | |||||||
Revisions | |||||||||
Inventories | 0 | ||||||||
Property, plant and equipment | 0 | ||||||||
Customer list intangible | (496) | ||||||||
Goodwill | 714 | ||||||||
Contingent consideration (earn-out liability) | (218) | ||||||||
Total consideration | 0 | ||||||||
MUSA-Galvanized | |||||||||
Business Acquisition [Line Items] | |||||||||
Inventories | 2,746 | 2,746 | $ 2,746 | ||||||
Accounts Receivable | 2,187 | 2,187 | 2,187 | ||||||
Other current assets - production and maintenance supplies | 747 | 747 | 747 | ||||||
Property, plant and equipment | 4,883 | 4,883 | 4,883 | ||||||
Customer list intangible | 1,173 | 1,173 | 1,424 | ||||||
Goodwill | 3,796 | 3,796 | 3,545 | ||||||
Contingent consideration (earn-out liability) | (3,800) | (3,800) | (3,800) | ||||||
Accounts payable | (1,051) | (1,051) | (1,051) | ||||||
Other liabilities assumed | (303) | (303) | (303) | ||||||
Total consideration | 10,378 | 10,378 | $ 10,378 | ||||||
Revisions | |||||||||
Inventories | 0 | ||||||||
Property, plant and equipment | 0 | ||||||||
Customer list intangible | (251) | ||||||||
Goodwill | $ 300 | 251 | |||||||
Contingent consideration (earn-out liability) | 0 | ||||||||
Total consideration | 0 | ||||||||
MUSA-Stainless | |||||||||
Business Acquisition [Line Items] | |||||||||
Inventories | 5,434 | $ 5,434 | |||||||
Other current assets - production and maintenance supplies | 1,548 | 1,548 | |||||||
Property, plant and equipment | 7,577 | 7,577 | |||||||
Customer list intangible | 992 | 992 | |||||||
Goodwill | 4,649 | $ 4,600 | $ 3,600 | 3,589 | |||||
Contingent consideration (earn-out liability) | (4,664) | $ (4,700) | $ (3,600) | (3,604) | |||||
Other liabilities assumed | (583) | (583) | |||||||
Total consideration | 14,953 | $ 14,953 | |||||||
Revisions | |||||||||
Inventories | 0 | ||||||||
Property, plant and equipment | 0 | ||||||||
Customer list intangible | 0 | ||||||||
Goodwill | 1,059 | ||||||||
Contingent consideration (earn-out liability) | (1,059) | ||||||||
Total consideration | 0 | ||||||||
Accounts Receivable | American Stainless Tubing, Inc. | |||||||||
Revisions | |||||||||
Accounts receivable | 0 | ||||||||
Accounts Receivable | MUSA-Galvanized | |||||||||
Revisions | |||||||||
Accounts receivable | 0 | ||||||||
Other Current Assets | American Stainless Tubing, Inc. | |||||||||
Revisions | |||||||||
Accounts receivable | 0 | ||||||||
Other Current Assets | MUSA-Galvanized | |||||||||
Revisions | |||||||||
Accounts receivable | 0 | ||||||||
Other Current Assets | MUSA-Stainless | |||||||||
Revisions | |||||||||
Accounts receivable | 0 | ||||||||
Accounts Payable | American Stainless Tubing, Inc. | |||||||||
Revisions | |||||||||
Accounts payable | 0 | ||||||||
Accounts Payable | MUSA-Galvanized | |||||||||
Revisions | |||||||||
Accounts payable | 0 | ||||||||
Other Liabilities | American Stainless Tubing, Inc. | |||||||||
Revisions | |||||||||
Accounts payable | $ 0 | ||||||||
Other Liabilities | MUSA-Galvanized | |||||||||
Revisions | |||||||||
Accounts payable | $ 0 | ||||||||
Other Liabilities | MUSA-Stainless | |||||||||
Revisions | |||||||||
Accounts payable | $ 0 |
Acquisitions - Results of Opera
Acquisitions - Results of Operations Since Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
American Stainless Tubing, Inc. | ||
Business Acquisition [Line Items] | ||
Net sales | $ 34,477 | |
Income before income taxes | $ 2,690 | |
MUSA-Galvanized | ||
Business Acquisition [Line Items] | ||
Net sales | $ 11,877 | |
Income before income taxes | $ 65 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
American Stainless Tubing, Inc. | ||
Business Acquisition [Line Items] | ||
Pro-forma net sales | $ 316,734 | |
Pro-forma net income (loss) | $ 13,420 | |
Earnings per share: | ||
Basic (in dollars per share) | $ 1.52 | |
Diluted (in dollars per share) | $ 1.51 | |
MUSA-Galvanized | ||
Business Acquisition [Line Items] | ||
Pro-forma net sales | $ 292,793 | $ 225,376 |
Pro-forma net income (loss) | $ 11,920 | $ 21 |
Earnings per share: | ||
Basic (in dollars per share) | $ 1.35 | |
Diluted (in dollars per share) | $ 1.34 |
Shareholders Equity (Details)
Shareholders Equity (Details) - USD ($) | Feb. 21, 2019 | Dec. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 09, 2018 |
Number of shares authorized to be repurchased (in shares) | 850,000 | |||||
Period for share to be repurchased | 24 months | |||||
Number of shares repurchased (in shares) | 0 | |||||
Common stock, par value (in dollars per share) | $ 1 | $ 1 | ||||
Number of shares issued in transaction (shares) | 0 | 44,378 | ||||
Value of shares issued | $ 983,000 | |||||
Dividends paid (in dollars per share) | $ 0.25 | $ 0 | $ 0.25 | $ 0.13 | ||
Total outlay for dividends | $ 2,300,000 | $ 1,100,000 | ||||
At-The-Market Program | BB&T Capital Markets | ||||||
Common stock, par value (in dollars per share) | $ 1 | |||||
Aggregate offering price, up to | $ 10,000,000 | |||||
Number of shares issued in transaction (shares) | 44,378 | |||||
Value of shares issued | $ 1,000,000 | |||||
Payments for Commissions | $ 20,470 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated Revenues by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 67,946 | $ 73,640 | $ 78,778 | $ 84,804 | $ 72,674 | $ 77,793 | $ 71,894 | $ 58,480 | $ 305,168 | $ 280,841 | $ 201,148 |
Fiberglass and steel liquid storage tanks and separation equipment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 28,722 | 31,654 | 27,600 | ||||||||
Heavy wall seamless carbon steel pipe and tube | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 30,607 | 32,474 | 25,103 | ||||||||
Stainless steel pipe and tube | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 167,907 | 146,237 | 100,254 | ||||||||
Galvanized pipe and tube | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 23,842 | 11,877 | 0 | ||||||||
Specialty chemicals | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 54,090 | $ 58,599 | $ 48,191 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Decrease in deferred revenue balance | $ (100) | |
Deferred revenue | 153 | $ 178 |
Payments received in advance of satisfying performance obligations | 2,400 | |
Deferred revenue, revenue recognized in period | $ 2,400 |
Subsequent Events - 2011 Plan N
Subsequent Events - 2011 Plan Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||
Options granted, weighted average fair value (in dollars per share) | $ 6.11 | $ 6.44 | $ 6.41 | |
Compensation expense | $ 2.1 | $ 0.8 | $ 0.6 | |
Stock Options | 2011 Plan | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Granted (in shares) | 123,500 | |||
Granted (in dollars per share) | $ 12.995 | |||
Options granted, weighted average fair value (in dollars per share) | $ 4.53 | |||
Risk free interest rate | 1.66% | |||
Expected life | 10 years | |||
Expected volatility rate | 35.10% | |||
Expected dividend yield | 1.79% | |||
Compensation expense | $ 0.6 | |||
Maximum | Stock Options | 2011 Plan | ||||
Subsequent Event [Line Items] | ||||
Annual vesting rate | 33.00% | |||
Maximum | Stock Options | 2011 Plan | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Annual vesting rate | 33.00% |
Subsequent Events - 2015 Plan N
Subsequent Events - 2015 Plan Narrative (Details) - Stock Awards - 2015 Stock Awards Plan - $ / shares | Feb. 05, 2020 | Feb. 06, 2019 | Feb. 07, 2018 | Feb. 08, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Granted (in shares) | 44,949 | 65,527 | 44,687 | |||
Annual vesting rate | 20.00% | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Granted (in shares) | 45,418 | |||||
Granted (in dollars per share) | $ 12.995 | |||||
Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Annual vesting rate | 20.00% | 20.00% | ||||
Minimum | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Annual vesting rate | 20.00% | |||||
Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Annual vesting rate | 33.00% | 33.00% | ||||
Maximum | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Annual vesting rate | 33.00% |
Subsequent Events - Performance
Subsequent Events - Performance-based Stock Awards Narrative (Details) - Performance Shares - $ / shares | Feb. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||
Granted (in shares) | 35,887 | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 15.72 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 36,647 | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 12.995 | ||
Minimum | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 0.00% | ||
Minimum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 0.00% | ||
Maximum | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 150.00% | ||
Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 150.00% |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - Inventory reserves - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 676 | $ 697 | $ 966 |
Charged to (Reduction of) Cost and Expenses | 1,767 | 1,828 | 1,237 |
Deductions | (1,696) | (1,849) | (1,506) |
Balance at End of Period | $ 747 | $ 676 | $ 697 |