Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-19687 | |
Entity Registrant Name | Synalloy Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 57-0426694 | |
Entity Address, Address Line One | 4510 Cox Road, | |
Entity Address, Address Line Two | Suite 201, | |
Entity Address, City or Town | Richmond, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23060 | |
City Area Code | (804) | |
Local Phone Number | 822-3260 | |
Title of 12(b) Security | Common Stock, par value $1.00 per share | |
Trading Symbol | SYNL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Smaller Reporting Company | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,372,346 | |
Entity Central Index Key | 0000095953 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,174 | $ 236 |
Accounts receivable, net of allowance for credit losses of $108 and $496, respectively | 44,096 | 28,183 |
Inventories, net | 98,334 | 85,080 |
Prepaid expenses and other current assets | 8,820 | 13,384 |
Total current assets | 152,424 | 126,883 |
Property, plant and equipment, net | 29,691 | 35,096 |
Right-of-use assets, operating leases, net | 30,975 | 31,769 |
Goodwill | 1,355 | 1,355 |
Intangible assets, net | 9,385 | 11,426 |
Deferred charges, net | 327 | 455 |
Total assets | 224,157 | 206,984 |
Current liabilities | ||
Accounts payable | 34,850 | 19,732 |
Accounts payable - related parties | 2 | 0 |
Accrued expenses and other current liabilities | 10,144 | 6,123 |
Current portion of long-term debt | 1,750 | 875 |
Current portion of earn-out liability | 2,249 | 3,434 |
Current portion of operating lease liabilities | 1,019 | 867 |
Current portion of finance lease liabilities | 40 | 19 |
Total current liabilities | 50,054 | 31,050 |
Long-term debt | 47,213 | 60,495 |
Long-term portion of earn-out liability | 0 | 287 |
Long-term portion of operating lease liabilities | 32,191 | 32,771 |
Long-term portion of finance lease liabilities | 46 | 37 |
Deferred income taxes | 1,342 | 1,957 |
Other long-term liabilities | 84 | 92 |
Total non-current liabilities | 80,876 | 95,639 |
Commitments and contingencies – See Note 13 | ||
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 | 37,037 | 37,719 |
Retained earnings | 55,014 | 42,835 |
Shareholders' equity before treasury stock | 102,351 | 90,854 |
Less: cost of common stock in treasury - 970,653 and 1,123,319 shares, respectively | 9,124 | 10,559 |
Total shareholders' equity | 93,227 | 80,295 |
Total liabilities and shareholders' equity | $ 224,157 | $ 206,984 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Allowance for credit loss | $ 108 | $ 496 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
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) | 970,653 | 1,123,319 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 86,182 | $ 59,266 | $ 239,047 | $ 200,099 |
Cost of sales | 68,176 | 54,271 | 198,219 | 183,592 |
Gross profit | 18,006 | 4,995 | 40,828 | 16,507 |
Selling, general and administrative | 6,948 | 6,275 | 21,941 | 21,088 |
Acquisition costs and other | 201 | 656 | 201 | 803 |
Proxy contest costs and recoveries | 0 | 207 | 168 | 3,105 |
Earn-out adjustments | 160 | (146) | 1,430 | (969) |
Asset impairments | 0 | 0 | 233 | 6,079 |
Goodwill impairment | 0 | 10,748 | 0 | 10,748 |
Gain on lease modification | 0 | (171) | 0 | (171) |
Operating income (loss) | 10,697 | (12,574) | 16,855 | (24,176) |
Other expense (income) | ||||
Interest expense | 329 | 452 | 1,068 | 1,703 |
Loss on extinguishment of debt | 0 | 0 | 223 | 0 |
Change in fair value of interest rate swaps | 0 | (16) | (2) | 65 |
Other, net | (10) | 59 | 152 | (1,244) |
Income (loss) before income taxes | 10,378 | (13,069) | 15,414 | (24,700) |
Income tax provision (benefit) | 2,179 | (2,530) | 3,235 | (6,026) |
Net income (loss) | $ 8,199 | $ (10,539) | $ 12,179 | $ (18,674) |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.88 | $ (1.16) | $ 1.32 | $ (2.06) |
Diluted (in dollars per share) | $ 0.87 | $ (1.16) | $ 1.30 | $ (2.06) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 9,287 | 9,105 | 9,237 | 9,079 |
Dilutive effect from stock options and grants (in shares) | 116 | 0 | 111 | 0 |
Diluted (in shares) | 9,403 | 9,105 | 9,348 | 9,079 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net income (loss) | $ 12,179 | $ (18,674) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation expense | 5,459 | 5,752 |
Amortization expense | 2,041 | 2,324 |
Amortization of debt issuance costs | 71 | 129 |
Asset impairments | 233 | 6,079 |
Goodwill impairment | 0 | 10,748 |
Loss on extinguishment of debt | 223 | 0 |
Unrealized gain on equity securities | 0 | (208) |
Deferred income taxes | (615) | (2,116) |
Proceeds from business interruption insurance | 0 | 1,040 |
Loss on sale of equity securities | 0 | 38 |
Earn-out adjustments | 1,430 | (969) |
Payments on earn-out liabilities in excess of acquisition date fair value | (11) | (292) |
(Reduction of) provision for losses on accounts receivable | (388) | 53 |
Provision for losses on inventories | 2,286 | 874 |
(Gain) loss on disposal of property, plant and equipment | (580) | 237 |
Non-cash lease expense | 373 | 385 |
Non-cash lease termination loss | 5 | 24 |
Gain on lease modification | 0 | (171) |
Change in fair value of interest rate swap | (2) | 65 |
Issuance of treasury stock for director fees | 58 | 405 |
Stock-based compensation expense | 695 | 1,036 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,525) | 1,438 |
Inventories | (15,539) | 4,593 |
Other assets and liabilities | (1,443) | (1,902) |
Accounts payable | 15,118 | (1,636) |
Accounts payable - related parties | 2 | 0 |
Accrued expenses | 3,272 | 681 |
Accrued income taxes | 6,844 | (3,963) |
Net cash provided by operating activities | 16,186 | 5,970 |
Investing activities | ||
Purchases of property, plant and equipment | (761) | (2,824) |
Proceeds from disposal of property, plant and equipment | 1,054 | 102 |
Proceeds from sale of equity securities | 0 | 4,430 |
Net cash provided by investing activities | 293 | 1,708 |
Financing activities | ||
Borrowings from long-term debt | 41,648 | 0 |
Payments on long-term debt | (54,056) | (3,000) |
Payments on BB&T line of credit | 0 | (1,210) |
Principal payments on finance lease obligations | (31) | (101) |
Payments for finance lease terminations | 0 | (204) |
Payments on earn-out liabilities | (2,891) | (2,939) |
Payments for termination of interest rate swap | (46) | 0 |
Repurchase of common stock | 0 | (635) |
Payments for deferred financing costs | (165) | (52) |
Net cash used in financing activities | (15,541) | (8,141) |
Increase (decrease) in cash and cash equivalents | 938 | (463) |
Cash and cash equivalents, beginning of period | 236 | 626 |
Cash and cash equivalents, end of period | 1,174 | 163 |
Supplemental Disclosure | ||
Cash paid for interest | 994 | 1,573 |
Cash paid for income taxes | $ 649 | $ 16 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Capital in Excess of Par Value | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Cost of Common Stock in Treasury |
Beginning balance at Dec. 31, 2019 | $ 106,511 | $ (450) | $ 10,300 | $ 37,407 | $ 70,552 | $ (450) | $ (11,748) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (18,674) | (18,674) | |||||
Issuance of shares of common stock from the treasury | 405 | (779) | 1,184 | ||||
Stock-based compensation | 1,036 | 1,036 | |||||
Purchases of common stock | (635) | (635) | |||||
Ending balance at Sep. 30, 2020 | 88,193 | 10,300 | 37,664 | 51,428 | (11,199) | ||
Beginning balance at Jun. 30, 2020 | 98,057 | 10,300 | 37,465 | 61,967 | (11,675) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (10,539) | (10,539) | |||||
Issuance of shares of common stock from the treasury | 405 | (71) | 476 | ||||
Stock-based compensation | 270 | 270 | |||||
Ending balance at Sep. 30, 2020 | 88,193 | 10,300 | 37,664 | 51,428 | (11,199) | ||
Beginning balance at Dec. 31, 2020 | 80,295 | 10,300 | 37,719 | 42,835 | (10,559) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 12,179 | 12,179 | |||||
Issuance of shares of common stock from the treasury | 58 | (1,377) | 1,435 | ||||
Stock-based compensation | 695 | 695 | |||||
Ending balance at Sep. 30, 2021 | 93,227 | 10,300 | 37,037 | 55,014 | (9,124) | ||
Beginning balance at Jun. 30, 2021 | 84,731 | 10,300 | 37,309 | 46,815 | (9,693) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 8,199 | 8,199 | |||||
Issuance of shares of common stock from the treasury | 58 | (511) | 569 | ||||
Stock-based compensation | 239 | 239 | |||||
Ending balance at Sep. 30, 2021 | $ 93,227 | $ 10,300 | $ 37,037 | $ 55,014 | $ (9,124) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Issuance of common stock from the treasury (in shares) | 60,494 | 50,652 | 152,666 | 126,092 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Synalloy Corporation (the "Company") Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year. COVID-19 Update During the three and nine months ended September 30, 2021, aspects of the Company's business continued to be affected by macroeconomic factors related to the COVID-19 pandemic, specifically with production at our plants and within our supply chain. The nature of the situation is dynamic and the full extent of any future impacts of the COVID-19 pandemic on the Company's operational and financial performance is currently uncertain and will depend on many factors outside of the Company's control. Recently Issued Accounting Standards - Adopted On September 30, 2020, the Company early adopted ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences as well as adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. Recently Issued Accounting Standards - Not Yet Adopted Recent accounting pronouncements pending adoption, other than those stated above, are not expected to have a material impact on the Company. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods is transferred to our customers or when a service is rendered, in an amount that reflects the consideration we are to receive in exchange for those goods or services. The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Fiberglass and steel liquid storage tanks and separation equipment $ 189 $ 538 881 4,994 Heavy wall seamless carbon steel pipe and tube 10,398 5,436 29,347 18,408 Stainless steel pipe and tube 48,331 37,231 134,632 120,265 Galvanized pipe and tube 11,209 3,875 28,578 16,094 Specialty chemicals 16,055 12,186 45,609 40,338 Net sales $ 86,182 $ 59,266 $ 239,047 $ 200,099 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
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 (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, a revolving line of credit, a term loan, and equity securities 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 3: Contingent consideration (earn-out) liabilities The fair value of contingent consideration ("earn-out") liabilities resulting from the 2017 MUSA-Stainless acquisition, 2018 MUSA-Galvanized acquisition, and 2019 American Stainless acquisition are classified as Level 3. 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 operating income in the periods in which they are identified. Changes in the fair value of the earn-out liabilities will impact and cause volatility in the Company's operating results. The significant unobservable inputs used in the fair value measurement of the Company's earn-out liabilities are the discount rate, timing of the estimated payouts, and future revenue projections. Significant increases (decreases) in any of those inputs would not have resulted in a material difference in the fair value measurement of the earn-out liabilities for the three and nine months ended September 30, 2021. 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 the nine months ended September 30, 2021: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance December 31, 2020 $ 375 $ 941 $ 2,405 $ 3,721 Earn-out payments during the period (385) (780) (1,737) (2,902) Changes in fair value during the period 10 949 471 1,430 Balance September 30, 2021 $ — $ 1,110 $ 1,139 $ 2,249 For the three and nine months ended September 30, 2021, the Company had no unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value instruments. Quantitative Information about Significant Unobservable Inputs Used in Level 3 Fair Value Measurements The following table summarizes the significant unobservable inputs in the fair value measurement of our contingent consideration (earn-out) liabilities as of September 30, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $2,249 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2021 - 2022 - Future revenue projections $6.4M - $9.5M $8.3M The weighted average discount rate was calculated by applying an equal weighting to each contingent consideration's (earn-out liabilities) discount rate. The weighted average future revenue projection was calculated by applying an equal weighting of probabilities to each forecasted scenario within the valuation models to determine the probability weighted sales applicable to the contingent consideration (earn-out liabilities). Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis During the three months ended September 30, 2021, the Company had no significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition. During the nine months ended September 30, 2021, the Company's only significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain long-lived assets. The Company does not periodically adjust carrying value to fair value of these assets; rather, the carrying value of the asset is reduced to its fair value when the Company determines that impairment has occurred. During the nine months ended September 30, 2021, the Company determined that technology associated with certain long lived assets within the Specialty Chemicals Segment was obsolete and, as a result, recognized a non-cash, pre-tax asset impairment charge of $0.2 million. 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 additional disclosures are included above, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization. Therefore, as of September 30, 2021 and December 31, 2020, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, and the Company's revolving line of credit, which is based on a variable interest rate, approximate their fair values. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. The components of inventories are as follows: (in thousands) September 30, 2021 December 31, 2020 Raw materials $ 48,633 $ 36,349 Work-in-process 23,916 20,520 Finished goods 28,419 28,929 100,968 85,798 Less: inventory reserves (2,634) (718) Inventories, net $ 98,334 $ 85,080 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: (in thousands) September 30, 2021 December 31, 2020 Land $ 3 $ 3 Leasehold improvements 2,979 2,939 Buildings — 84 Machinery, fixtures and equipment 99,419 100,352 Construction-in-progress 1,468 2,772 103,869 106,150 Less: accumulated depreciation and amortization (74,178) (71,054) Property, plant and equipment, net $ 29,691 $ 35,096 |
Intangible Assets and Deferred
Intangible Assets and Deferred Charges | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Deferred Charges | Intangible Assets and Deferred Charges Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful life using either an accelerated or straight-line method over a period of eight The balances of intangible assets subject to amortization are as follows: (in thousands) September 30, 2021 December 31, 2020 Intangible assets, gross $ 30,866 $ 30,866 Accumulated amortization of intangible assets (21,481) (19,440) Intangible assets, net $ 9,385 $ 11,426 Estimated amortization expense related to intangible assets for the next five years are as follows: (in thousands) Remainder of 2021 $ 680 2022 2,501 2023 1,050 2024 952 2025 855 2026 758 Thereafter 2,589 Deferred Charges Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of four years. On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement (the "Credit Agreement") with BMO Harris Bank, N.A ("BMO") providing the Company with a new four-year revolving credit facility and replacing the Company's previous asset based revolving line of credit and term loan with Truist Bank ("Truist"). The Company accounted for this refinance as a debt extinguishment and, as a result, $0.2 million of unamortized debt issuance costs associated with the Company's previously existing bank debt were written off as a loss on extinguishment of debt during the nine months ended September 30, 2021. See Note 7 for additional information on the Company's new Credit Agreement. The balance of deferred charges subject to amortization are as follows: (in thousands) September 30, 2021 December 31, 2020 Deferred charges, gross $ 398 $ 792 Accumulated amortization of deferred charges (71) (337) Deferred charges, net $ 327 $ 455 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt consists of the following: (in thousands) September 30, 2021 December 31, 2020 $150 million revolving line of credit, due January 15, 2025 $ 47,213 $ — $100 million revolving line of credit, due December 20, 2021 — 49,037 $20 million term loan, due February 1, 2024 — 11,458 Current portion of long-term debt 1,750 875 Total long-term debt $ 48,963 $ 61,370 On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement with BMO. The new Credit Agreement provides the Company with a new four-year revolving credit facility with up to $150.0 million of borrowing capacity (the "Facility"). The Facility refinances and replaces the Company's previous $100.0 million asset based revolving line of credit with Truist, which was scheduled to mature on December 20, 2021, and the remaining portion of the Company's five-year $20 million term loan with Truist, which was scheduled to mature on February 1, 2024. The initial borrowing capacity under the Facility totals $110.0 million consisting of a $105.0 million revolving line of credit and a $5.0 million delayed draw term loan. The revolving line of credit includes a $17.5 million machinery and equipment sub-limit which requires quarterly payments of $0.4 million with a balloon payment due upon maturity of the Facility in January 2025. Availability under the Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. Amounts outstanding under the revolving line of credit portion of the Facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or (b) LIBOR plus 1.50%. Amounts outstanding under the delayed draw term loan portion of the Facility bear interest at LIBOR plus 1.65%. The Facility also provides an unused commitment fee based on the daily used portion of the Facility. The weighted average interest rate per annum was 2.26% as of September 30, 2021. Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and (ii) 10% of the revolving credit facility (currently $10.5 million). As of September 30, 2021, the Company was in compliance with all debt covenants. As of September 30, 2021, the Company had $56.0 million of remaining available capacity under the Facility. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases On August 30, 2021, the Company entered into a thirty-eight month operating lease agreement for office space with an entity affiliated with the Company's Interim President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company will pay a base rent in the first year of the agreement beginning October 30, 2021 of $5,364 monthly with an annual increase of 2.5% through the term of the agreement. During the three and nine months ended September 30, 2021, the Company recognized $0.2 million of right-of-use assets in exchange for new operating lease liabilities associated with this lease agreement. See Note 16 for additional information on the Company's related party transactions. Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Operating lease cost $ 1,026 $ 1,032 $ 3,072 $ 3,101 Finance lease cost: Amortization of right-of-use assets 13 9 33 84 Interest on finance lease liabilities 1 — 2 24 Total lease cost $ 1,040 $ 1,041 $ 3,107 $ 3,209 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 unaudited condensed consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of September 30, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 930 $ 13 2022 3,731 37 2023 3,766 28 2024 3,607 14 2025 3,626 — Thereafter 43,548 — Total undiscounted minimum future lease payments 59,208 92 Imputed interest 25,998 6 Present value of lease liabilities $ 33,210 $ 86 Lease Term and Discount Rate Weighted-average remaining lease term September 30, 2021 December 31, 2020 Operating leases 14.71 years 15.47 years Finance leases 2.26 years 2.91 years Weighted-average discount rate Operating leases 8.32 % 8.33 % Finance leases 2.60 % 2.44 % |
Leases | Leases On August 30, 2021, the Company entered into a thirty-eight month operating lease agreement for office space with an entity affiliated with the Company's Interim President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company will pay a base rent in the first year of the agreement beginning October 30, 2021 of $5,364 monthly with an annual increase of 2.5% through the term of the agreement. During the three and nine months ended September 30, 2021, the Company recognized $0.2 million of right-of-use assets in exchange for new operating lease liabilities associated with this lease agreement. See Note 16 for additional information on the Company's related party transactions. Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Operating lease cost $ 1,026 $ 1,032 $ 3,072 $ 3,101 Finance lease cost: Amortization of right-of-use assets 13 9 33 84 Interest on finance lease liabilities 1 — 2 24 Total lease cost $ 1,040 $ 1,041 $ 3,107 $ 3,209 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 unaudited condensed consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of September 30, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 930 $ 13 2022 3,731 37 2023 3,766 28 2024 3,607 14 2025 3,626 — Thereafter 43,548 — Total undiscounted minimum future lease payments 59,208 92 Imputed interest 25,998 6 Present value of lease liabilities $ 33,210 $ 86 Lease Term and Discount Rate Weighted-average remaining lease term September 30, 2021 December 31, 2020 Operating leases 14.71 years 15.47 years Finance leases 2.26 years 2.91 years Weighted-average discount rate Operating leases 8.32 % 8.33 % Finance leases 2.60 % 2.44 % |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Share Repurchase Program On February 17, 2021, the Board of Directors re-authorized the Company's share repurchase program. The previous share repurchase program had a term of 24 months and terminated on February 21, 2021. The share repurchase program allows for repurchase of up to 790,383 shares of the Company's outstanding common stock over 24 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. As of September 30, 2021, the Company has 790,383 shares of its share repurchase authorization remaining. Shares repurchased for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Number of shares repurchased — — — 59,617 Average price per share $ — $ — $ — $ 10.65 Total cost of shares repurchased $ — $ — $ — $ 636,940 |
Exit Activities
Exit Activities | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Exit Activities | Exit Activities On February 17, 2021 the Board of Directors authorized the permanent cessation of operations at Palmer and the subleasing of the Palmer facility. The Company expects to permanently cease operations at the facility by December 31, 2021. The exit of operations at Palmer is not expected to have a material impact on any of the Company's other operating units and costs associated with the exit are not expected to be material. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended Nine Months Ended September 30, (in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ 8,199 $ (10,539) $ 12,179 $ (18,674) Denominator: Denominator for basic earnings per share - weighted average shares 9,287 9,105 9,237 9,079 Effect of dilutive securities: Employee stock options and stock grants 116 — 111 — Denominator for diluted earnings per share - weighted average shares 9,403 9,105 9,348 9,079 Net income (loss) per share: Basic $ 0.88 $ (1.16) $ 1.32 $ (2.06) Diluted $ 0.87 $ (1.16) $ 1.30 $ (2.06) 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 0.2 million shares of common stock that were anti-dilutive for the three and nine months ended September 30, 2021, respectively. The Company had 0.3 million and 0.2 million shares of common stock that were anti-dilutive for the three and nine months ended September 30, 2020, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2017 or state examinations for years before 2017. During the first nine months of 2021 and 2020, the Company did not identify nor reserve for any unrecognized tax benefits. Our income tax provision (benefit) and overall effective tax rates for the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Income tax provision (benefit) $ 2,179 $ (2,530) $ 3,235 $ (6,026) Effective income tax rate 21.0 % 19.4 % 21.0 % 24.4 % The three and nine months ended September 30, 2021 effective tax rates approximated the U.S. statutory rate of 21.0%. The three months ended September 30, 2020 effective tax rate was approximately equal to the U.S. statutory rate of 21.0%. The nine months ended September 30, 2020 effective tax rate was higher than the statutory rate of 21.0% due to discrete tax benefits over the costs associated with our public proxy contest, asset impairments at our Palmer facility, goodwill impairment over our Metals Segment and benefits from our stock compensation plan. Additionally, we recognized estimated tax benefits associated with the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") which was signed into law on March 27, 2020. The CARES Act includes various income and payroll tax provisions, notably enabling the Company to carry back net operating losses and recover taxes paid in prior years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is from time-to-time subject to various claims, possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business. Management is not currently aware of any asserted or unasserted matters which could have a material effect on the financial condition or results of operations of the Company. |
Industry Segments
Industry Segments | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Net sales Metals Segment $ 70,127 $ 47,079 $ 193,438 $ 159,761 Specialty Chemicals Segment 16,055 12,187 45,609 40,338 $ 86,182 $ 59,266 $ 239,047 $ 200,099 Operating income (loss) Metals Segment $ 11,711 $ (11,563) $ 21,793 $ (19,784) Specialty Chemicals Segment 1,356 1,061 1,999 3,508 Unallocated corporate expenses 2,009 1,526 5,138 5,132 Acquisition costs and other 201 656 201 803 Proxy contest costs and recoveries — 207 168 3,105 Earn-out adjustments 160 (146) 1,430 (969) Gain on lease modification — (171) — (171) Operating income (loss) 10,697 (12,574) 16,855 (24,176) Interest expense 329 452 1,068 1,703 Loss on extinguishment of debt — — 223 — Change in fair value of interest rate swap — (16) (2) 65 Other expense (income), net (10) 59 152 (1,244) Income (loss) before income taxes $ 10,378 $ (13,069) $ 15,414 $ (24,700) As of (in thousands) September 30, 2021 December 31, 2020 Identifiable assets Metals Segment $ 160,170 $ 141,799 Specialty Chemicals Segment 29,626 25,039 Corporate 34,361 40,146 $ 224,157 $ 206,984 |
Proxy Contest Costs and Recover
Proxy Contest Costs and Recoveries | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Proxy Contest Costs and Recoveries | Proxy Contest Costs and Recoveries During the six months ended June 30, 2020, the Company engaged in a proxy contest with Privet Fund Management, LLC ("Privet") and UPG Enterprises, LLC ("UPG"), which parties acted as a group during the proxy contest. During the year ended December 31, 2020, total costs incurred by the Company relating to the proxy contest were $3.1 million. During the three months ended September 30, 2021, the Company incurred no proxy contest costs. During the nine months ended September 30, 2021, the Company incurred proxy contest costs of $0.6 million related to the reimbursement of documented out-of-pocket fees and expenses to Privet and UPG. See Note 16 for further information on this related party transaction. During the three months ended September 30, 2021, the Company received no insurance recoveries. During the nine months ended September 30, 2021, the Company received insurance recoveries of $0.5 million related to a claim for a portion of the costs associated with the proxy contest. The Company continues to seek coverage under its policies for reimbursement of costs associated with the proxy contest; however, any future reimbursement under the policies are neither probable nor estimable at this time. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company from time-to-time engages in transactions with related parties. The Company's Board of Directors reviews any related party relationships and approves any significant modifications to any existing related party transactions, as well as any new significant related party transactions. Expense Reimbursement During the six months ended June 30, 2020, Privet and UPG, with an ownership interest of approximately 25% of the Company's outstanding common shares, filed a proxy statement with the Securities and Exchange Commission seeking an election of five of its nominees to the Synalloy Board of Directors at the Company's 2020 Annual Meeting of Shareholders. At the Annual Meeting held on June 30, 2020, Synalloy shareholders voted to elect three of the five nominees designated by Privet and UPG to serve on Synalloy's Board of Directors. In May 2021, the Company agreed to reimburse Privet and UPG for up to 90% of its documented out-of-pocket fees and expenses (including legal expenses) incurred related to the proxy contest through the date of the 2020 Annual Meeting. During the third quarter of 2021, the Company paid $0.6 million related to the reimbursement to Privet and UPG. As of September 30, 2021, there are no charges outstanding related to this matter. During the three and nine months ended September 30, 2021, the Company paid reimbursable travel expenses of $3,140 to an entity affiliated with the Company's Interim President and Chief Executive Officer. Sales to Related Parties The Company's Interim President and Chief Executive Officer has ownership interests in other entities with which the Company may, from time-to-time, conduct business. During the three months ended September 30, 2021, the Company recorded no revenue from the sale of product to these entities. During the nine months ended September 30, 2021, the Company recorded revenue of $31,073 from the sale of product to certain of these entities. During the three and nine months ended September 30, 2021, the Company received $40,000 in cash and recognized a loss on disposal of property, plant and equipment of $13,000 from the sale of property, plant and equipment to certain of these entities. Lease Agreement On August 30, 2021, the Company entered into a thirty-eight month operating lease agreement for office space with an entity affiliated with the Company's Interim President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company will pay a base rent in the first year of the agreement beginning October 30, 2021 of $5,364 monthly with an annual increase of 2.5% through the term of the agreement. During the three and nine months ended September 30, 2021, the Company recognized $0.2 million of right-of-use assets in exchange for new operating lease liabilities and incurred no rent expense associated with this lease agreement. See Note 8 for additional information on the Company's leases. Shared Services Agreement In September 2021, the Company entered into a shared services agreement (the "Shared Services Agreement") with UPG, an entity that has an ownership interest of approximately 8% of the Company's outstanding common shares and an entity in which the Company's Interim Chief Executive Officer has an ownership interest. Pursuant to the agreement, UPG provides the Company with certain corporate functions, including human resources and information technology services. The Shared Services Agreement has an indefinite term, with either party having the right to terminate any or all services with 30 days' prior written notice. Charges allocated to the Company are based on the Company's actual use of specific services detailed in the Shared Services Agreement at a rate of $145 per hour. The Company will also pay or reimburse UPG for all out-of-pocket fees and expenses incurred by UPG in connection with the rendering of services under the Shared Services Agreement including, (i) reasonable fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants and (ii) travel expenses or similar expenses not associated with UPG's ordinary operations. During the three and nine months ended September 30, 2021, the Company incurred $2,320 of expense related to the Shared Service Agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 22, 2021, the Company entered into an agreement with DanChem Holdings, LLC. pursuant to which the Company purchased all of the issued and outstanding shares of common stock of DanChem Technologies, Inc. ("DanChem") for $32.95 million, subject to certain customary adjustments for working capital, transactions expenses, cash and debt. The acquisition closed simultaneously with the execution of the agreement and was funded under the Company's existing credit facility. DanChem is a leading, full-service specialty chemicals contract manufacturing organization boasting the largest fleet of horizontal reactors in the industry and producing a broad array of diversified products. The Company incurred $0.2 million of related acquisition costs in the third quarter of 2021, which are reflected in "Acquisition costs and other" on the unaudited condensed consolidated statement of operations. The acquisition qualifies as a business combination and will be accounted for using the acquisition method of accounting. As a result of the limited time since the acquisition date and the effort required to conform the financial statements to the Company's practices and policies, the initial accounting for the business combination is incomplete at the time of this filing. As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed. Also, the Company is unable to provide pro-forma revenues and earnings of the combined entity. This information will be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. On November 5, 2021, the Company drew the entirety of the $5.0 million delayed draw term loan under the Facility and immediately applied the proceeds towards its revolving line of credit. The term loan requires quarterly payments of $0.2 million with a balloon payment due upon maturity of the Facility in January 2025. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Synalloy Corporation (the "Company") Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year. |
Recently Issued Accounting Standards - Adopted and Not Yet Adopted | Recently Issued Accounting Standards - Adopted On September 30, 2020, the Company early adopted ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences as well as adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. Recently Issued Accounting Standards - Not Yet Adopted Recent accounting pronouncements pending adoption, other than those stated above, are not expected to have a material impact on the Company. |
Revenue Recognition | Revenues are recognized when control of the promised goods is transferred to our customers or when a service is rendered, in an amount that reflects the consideration we are to receive in exchange for those goods or services. |
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 (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, a revolving line of credit, a term loan, and equity securities investments. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Product Group | The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Fiberglass and steel liquid storage tanks and separation equipment $ 189 $ 538 881 4,994 Heavy wall seamless carbon steel pipe and tube 10,398 5,436 29,347 18,408 Stainless steel pipe and tube 48,331 37,231 134,632 120,265 Galvanized pipe and tube 11,209 3,875 28,578 16,094 Specialty chemicals 16,055 12,186 45,609 40,338 Net sales $ 86,182 $ 59,266 $ 239,047 $ 200,099 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule 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 the nine months ended September 30, 2021: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance December 31, 2020 $ 375 $ 941 $ 2,405 $ 3,721 Earn-out payments during the period (385) (780) (1,737) (2,902) Changes in fair value during the period 10 949 471 1,430 Balance September 30, 2021 $ — $ 1,110 $ 1,139 $ 2,249 |
Schedule of Level 3 Assets and the Valuation Techniques Used to Measure Fair Value | The following table summarizes the significant unobservable inputs in the fair value measurement of our contingent consideration (earn-out) liabilities as of September 30, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $2,249 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2021 - 2022 - Future revenue projections $6.4M - $9.5M $8.3M |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: (in thousands) September 30, 2021 December 31, 2020 Raw materials $ 48,633 $ 36,349 Work-in-process 23,916 20,520 Finished goods 28,419 28,929 100,968 85,798 Less: inventory reserves (2,634) (718) Inventories, net $ 98,334 $ 85,080 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: (in thousands) September 30, 2021 December 31, 2020 Land $ 3 $ 3 Leasehold improvements 2,979 2,939 Buildings — 84 Machinery, fixtures and equipment 99,419 100,352 Construction-in-progress 1,468 2,772 103,869 106,150 Less: accumulated depreciation and amortization (74,178) (71,054) Property, plant and equipment, net $ 29,691 $ 35,096 |
Intangible Assets and Deferre_2
Intangible Assets and Deferred Charges (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | The balances of intangible assets subject to amortization are as follows: (in thousands) September 30, 2021 December 31, 2020 Intangible assets, gross $ 30,866 $ 30,866 Accumulated amortization of intangible assets (21,481) (19,440) Intangible assets, net $ 9,385 $ 11,426 |
Schedule of Estimated Amortization Expense | Estimated amortization expense related to intangible assets for the next five years are as follows: (in thousands) Remainder of 2021 $ 680 2022 2,501 2023 1,050 2024 952 2025 855 2026 758 Thereafter 2,589 |
Schedule of Deferred Charges | The balance of deferred charges subject to amortization are as follows: (in thousands) September 30, 2021 December 31, 2020 Deferred charges, gross $ 398 $ 792 Accumulated amortization of deferred charges (71) (337) Deferred charges, net $ 327 $ 455 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: (in thousands) September 30, 2021 December 31, 2020 $150 million revolving line of credit, due January 15, 2025 $ 47,213 $ — $100 million revolving line of credit, due December 20, 2021 — 49,037 $20 million term loan, due February 1, 2024 — 11,458 Current portion of long-term debt 1,750 875 Total long-term debt $ 48,963 $ 61,370 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases Discount Rates, Total Lease Cost and Weighted Average Remaining Lease Terms | Individual components of the total lease cost incurred by the Company are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Operating lease cost $ 1,026 $ 1,032 $ 3,072 $ 3,101 Finance lease cost: Amortization of right-of-use assets 13 9 33 84 Interest on finance lease liabilities 1 — 2 24 Total lease cost $ 1,040 $ 1,041 $ 3,107 $ 3,209 Weighted-average remaining lease term September 30, 2021 December 31, 2020 Operating leases 14.71 years 15.47 years Finance leases 2.26 years 2.91 years Weighted-average discount rate Operating leases 8.32 % 8.33 % Finance leases 2.60 % 2.44 % |
Schedule of Maturities For Operating Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of September 30, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 930 $ 13 2022 3,731 37 2023 3,766 28 2024 3,607 14 2025 3,626 — Thereafter 43,548 — Total undiscounted minimum future lease payments 59,208 92 Imputed interest 25,998 6 Present value of lease liabilities $ 33,210 $ 86 |
Schedule of Maturities For Finance Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of September 30, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 930 $ 13 2022 3,731 37 2023 3,766 28 2024 3,607 14 2025 3,626 — Thereafter 43,548 — Total undiscounted minimum future lease payments 59,208 92 Imputed interest 25,998 6 Present value of lease liabilities $ 33,210 $ 86 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Shares Repurchased | Shares repurchased for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Number of shares repurchased — — — 59,617 Average price per share $ — $ — $ — $ 10.65 Total cost of shares repurchased $ — $ — $ — $ 636,940 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of the Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended Nine Months Ended September 30, (in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ 8,199 $ (10,539) $ 12,179 $ (18,674) Denominator: Denominator for basic earnings per share - weighted average shares 9,287 9,105 9,237 9,079 Effect of dilutive securities: Employee stock options and stock grants 116 — 111 — Denominator for diluted earnings per share - weighted average shares 9,403 9,105 9,348 9,079 Net income (loss) per share: Basic $ 0.88 $ (1.16) $ 1.32 $ (2.06) Diluted $ 0.87 $ (1.16) $ 1.30 $ (2.06) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes and Effective Tax Rates | Our income tax provision (benefit) and overall effective tax rates for the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Income tax provision (benefit) $ 2,179 $ (2,530) $ 3,235 $ (6,026) Effective income tax rate 21.0 % 19.4 % 21.0 % 24.4 % |
Industry Segments (Tables)
Industry Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Net sales Metals Segment $ 70,127 $ 47,079 $ 193,438 $ 159,761 Specialty Chemicals Segment 16,055 12,187 45,609 40,338 $ 86,182 $ 59,266 $ 239,047 $ 200,099 Operating income (loss) Metals Segment $ 11,711 $ (11,563) $ 21,793 $ (19,784) Specialty Chemicals Segment 1,356 1,061 1,999 3,508 Unallocated corporate expenses 2,009 1,526 5,138 5,132 Acquisition costs and other 201 656 201 803 Proxy contest costs and recoveries — 207 168 3,105 Earn-out adjustments 160 (146) 1,430 (969) Gain on lease modification — (171) — (171) Operating income (loss) 10,697 (12,574) 16,855 (24,176) Interest expense 329 452 1,068 1,703 Loss on extinguishment of debt — — 223 — Change in fair value of interest rate swap — (16) (2) 65 Other expense (income), net (10) 59 152 (1,244) Income (loss) before income taxes $ 10,378 $ (13,069) $ 15,414 $ (24,700) As of (in thousands) September 30, 2021 December 31, 2020 Identifiable assets Metals Segment $ 160,170 $ 141,799 Specialty Chemicals Segment 29,626 25,039 Corporate 34,361 40,146 $ 224,157 $ 206,984 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenues by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 86,182 | $ 59,266 | $ 239,047 | $ 200,099 |
Fiberglass and steel liquid storage tanks and separation equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 189 | 538 | 881 | 4,994 |
Heavy wall seamless carbon steel pipe and tube | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 10,398 | 5,436 | 29,347 | 18,408 |
Stainless steel pipe and tube | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 48,331 | 37,231 | 134,632 | 120,265 |
Galvanized pipe and tube | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 11,209 | 3,875 | 28,578 | 16,094 |
Specialty chemicals | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 16,055 | $ 12,186 | $ 45,609 | $ 40,338 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Unrealized gain (loss) included in OCI | $ 0 | $ 0 | ||
Asset impairments | $ 0 | $ 0 | $ 233,000 | $ 6,079,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Company's Earn-Out Liability (Details) - Level 3 Inputs $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 3,721 |
Earn-out payments during the period | (2,902) |
Changes in fair value during the period | 1,430 |
Ending balance | 2,249 |
MUSA-Stainless | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 375 |
Earn-out payments during the period | (385) |
Changes in fair value during the period | 10 |
Ending balance | 0 |
MUSA-Galvanized | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 941 |
Earn-out payments during the period | (780) |
Changes in fair value during the period | 949 |
Ending balance | 1,110 |
American Stainless | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 2,405 |
Earn-out payments during the period | (1,737) |
Changes in fair value during the period | 471 |
Ending balance | $ 1,139 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Fair Value Level 3 Assets and Valuation Technique (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Level 3 Inputs | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability | $ 2,249 |
Weighted Average | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Discount rate applied to earn-out payments | 0.05 |
Weighted Average | Measurement Input, Future Revenue Projection | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | $ 8,300 |
Minimum | Measurement Input, Future Revenue Projection | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 6,400 |
Maximum | Measurement Input, Future Revenue Projection | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | $ 9,500 |
Inventories - Schedule of Compo
Inventories - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 48,633 | $ 36,349 |
Work-in-process | 23,916 | 20,520 |
Finished goods | 28,419 | 28,929 |
Inventory, gross | 100,968 | 85,798 |
Less: inventory reserves | (2,634) | (718) |
Inventories, net | $ 98,334 | $ 85,080 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 103,869 | $ 106,150 |
Less: accumulated depreciation and amortization | (74,178) | (71,054) |
Property, plant and equipment, net | 29,691 | 35,096 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 3 | 3 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 2,979 | 2,939 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 0 | 84 |
Machinery, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 99,419 | 100,352 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 1,468 | $ 2,772 |
Intangible Assets and Deferre_3
Intangible Assets and Deferred Charges - Narrative (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||||
Deferred charges, estimated useful life | 4 years | ||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 223 | $ 0 | |
Line of Credit | $150 million revolving line of credit, due January 15, 2025 | Revolving Credit Facility | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Debt term | 4 years | ||||
Loss on extinguishment of debt | $ 200 | ||||
Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 8 years | ||||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 15 years |
Intangible Assets and Deferre_4
Intangible Assets and Deferred Charges - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, gross | $ 30,866 | $ 30,866 |
Accumulated amortization of intangible assets | (21,481) | (19,440) |
Intangible assets, net | $ 9,385 | $ 11,426 |
Intangible Assets and Deferre_5
Intangible Assets and Deferred Charges - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 680 |
2022 | 2,501 |
2023 | 1,050 |
2024 | 952 |
2025 | 855 |
2026 | 758 |
Thereafter | $ 2,589 |
Intangible Assets and Deferre_6
Intangible Assets and Deferred Charges - Schedule of Deferred Charges (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Deferred charges, gross | $ 398 | $ 792 |
Accumulated amortization of deferred charges | (71) | (337) |
Deferred charges, net | $ 327 | $ 455 |
Long-term Debt - Summary of Deb
Long-term Debt - Summary of Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 20, 2018 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 47,213,000 | $ 60,495,000 | |
Current portion of long-term debt | 1,750,000 | 875,000 | |
Total long-term debt | 48,963,000 | 61,370,000 | |
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 47,213,000 | 0 | |
Principal amount of debt | 150,000,000 | ||
Revolving Credit Facility | $100 million revolving line of credit, due December 20, 2021 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 49,037,000 | |
Principal amount of debt | 100,000,000 | ||
Secured Debt | $20 million term loan, due February 1, 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | $ 11,458,000 | |
Principal amount of debt | $ 20,000,000 | $ 20,000,000 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) | Jan. 15, 2021 | Dec. 20, 2018 | Sep. 30, 2021 |
Line of Credit Facility [Line Items] | |||
Weighted average interest rate | 2.26% | ||
Minimum amount of availability required to be had under facility | $ 7,500,000 | ||
Covenant required percentage | 10.00% | ||
$150 million revolving line of credit, due January 15, 2025 | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Initial borrowing capacity | $ 110,000,000 | ||
$150 million revolving line of credit, due January 15, 2025 | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Principal amount of debt | $ 150,000,000 | ||
$100 million revolving line of credit, due December 20, 2021 | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Principal amount of debt | 100,000,000 | ||
$20 million term loan, due February 1, 2024 | |||
Line of Credit Facility [Line Items] | |||
Debt term | 5 years | ||
$20 million term loan, due February 1, 2024 | Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Principal amount of debt | $ 20,000,000 | 20,000,000 | |
Delayed Draw Term Loan | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Initial borrowing capacity | $ 5,000,000 | ||
Delayed Draw Term Loan | Line of Credit | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.65% | ||
Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit quarterly payments | $ 400,000 | ||
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Debt term | 4 years | ||
Maximum borrowing capacity | $ 150,000,000 | ||
Initial borrowing capacity | $ 105,000,000 | 10,500,000 | |
Remaining borrowing capacity | $ 56,000,000 | ||
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | Line of Credit | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.50% | ||
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | Line of Credit | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.50% | ||
Revolving Credit Facility | $100 million revolving line of credit, due December 20, 2021 | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Machinery and Equipment Sub Limit | |||
Line of Credit Facility [Line Items] | |||
Initial borrowing capacity | $ 17,500,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | Aug. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, term of contract | 38 months | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 300,000 | $ 300,000 | |
Office Space With Affiliated Entity | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, term of contract | 38 months | ||
Lessee, operating lease, monthly base rent | $ 5,364 | ||
Lessee, operating lease, annual percentage increase in monthly payment | 2.50% | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 200,000 | $ 200,000 |
Leases - Schedule of Total Leas
Leases - Schedule of Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,026 | $ 1,032 | $ 3,072 | $ 3,101 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 13 | 9 | 33 | 84 |
Interest on finance lease liabilities | 1 | 0 | 2 | 24 |
Total lease cost | $ 1,040 | $ 1,041 | $ 3,107 | $ 3,209 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating | |
Remainder of 2021 | $ 930 |
2022 | 3,731 |
2023 | 3,766 |
2024 | 3,607 |
2025 | 3,626 |
Thereafter | 43,548 |
Total undiscounted minimum future lease payments | 59,208 |
Imputed interest | 25,998 |
Present value of lease liabilities | $ 33,210 |
Leases - Maturities of Finance
Leases - Maturities of Finance Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finance | |
Remainder of 2021 | $ 13 |
2022 | 37 |
2023 | 28 |
2024 | 14 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted minimum future lease payments | 92 |
Imputed Interest | 6 |
Present value of lease liabilities | $ 86 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term | ||
Operating leases | 14 years 8 months 15 days | 15 years 5 months 19 days |
Finance leases | 2 years 3 months 3 days | 2 years 10 months 28 days |
Weighted-average discount rate | ||
Operating leases | 8.32% | 8.33% |
Finance leases | 2.60% | 2.44% |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Repurchase Program (Details) - shares | Feb. 17, 2021 | Sep. 30, 2021 |
Equity, Class of Treasury Stock [Line Items] | ||
Number of shares authorized to be repurchased (in shares) | 790,383 | |
Stock repurchase program, number of remaining shares authorized to be repurchased (in shares) | 790,383 | |
First Share Repurchase Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Period for shares to be repurchased | 24 months | |
Amended Share Repurchase Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Period for shares to be repurchased | 24 months |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Shares Repurchased (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||||
Number of shares repurchased (in shares) | 0 | 0 | 0 | 59,617,000 |
Average price per share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 10.65 |
Total cost of shares repurchased | $ 0 | $ 0 | $ 0 | $ 636,940 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) | $ 8,199 | $ (10,539) | $ 12,179 | $ (18,674) |
Denominator: | ||||
Denominator for basic earnings per share - weighted average shares (in shares) | 9,287 | 9,105 | 9,237 | 9,079 |
Employee stock options and stock grants (in shares) | 116 | 0 | 111 | 0 |
Denominator for diluted earnings per share - weighted average shares (in shares) | 9,403 | 9,105 | 9,348 | 9,079 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.88 | $ (1.16) | $ 1.32 | $ (2.06) |
Diluted (in dollars per share) | $ 0.87 | $ (1.16) | $ 1.30 | $ (2.06) |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 200 | 300 | 200 | 200 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 2,179 | $ (2,530) | $ 3,235 | $ (6,026) |
Effective income tax rate | 21.00% | 19.40% | 21.00% | 24.40% |
Industry Segments (Details)
Industry Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 86,182 | $ 59,266 | $ 239,047 | $ 200,099 | |
Operating income (loss) | 10,697 | (12,574) | 16,855 | (24,176) | |
Unallocated corporate expenses | 6,948 | 6,275 | 21,941 | 21,088 | |
Acquisition costs and other | 201 | 656 | 201 | 803 | |
Proxy contest costs and recoveries | 0 | 207 | 168 | 3,105 | $ 3,100 |
Earn-out adjustments | 160 | (146) | 1,430 | (969) | |
Gain on lease modification | 0 | (171) | 0 | (171) | |
Interest expense | 329 | 452 | 1,068 | 1,703 | |
Loss on extinguishment of debt | 0 | 0 | 223 | 0 | |
Change in fair value of interest rate swap | 0 | (16) | (2) | 65 | |
Other expense (income), net | (10) | 59 | 152 | (1,244) | |
Income (loss) before income taxes | 10,378 | (13,069) | 15,414 | (24,700) | |
Identifiable assets | 224,157 | 224,157 | 206,984 | ||
Metals Segment | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 70,127 | 47,079 | 193,438 | 159,761 | |
Specialty Chemicals Segment | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 16,055 | 12,187 | 45,609 | 40,338 | |
Operating segment | Metals Segment | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 11,711 | (11,563) | 21,793 | (19,784) | |
Identifiable assets | 160,170 | 160,170 | 141,799 | ||
Operating segment | Specialty Chemicals Segment | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | 1,356 | 1,061 | 1,999 | 3,508 | |
Identifiable assets | 29,626 | 29,626 | 25,039 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Unallocated corporate expenses | 2,009 | 1,526 | 5,138 | 5,132 | |
Acquisition costs and other | 201 | $ 656 | 201 | $ 803 | |
Identifiable assets | $ 34,361 | $ 34,361 | $ 40,146 |
Proxy Contest Costs and Recov_2
Proxy Contest Costs and Recoveries (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Proxy contest costs and recoveries | $ 0 | $ 207,000 | $ 168,000 | $ 3,105,000 | $ 3,100,000 |
Recovery of proxy contest costs | 0 | 500,000 | |||
Privet and UPG | |||||
Related Party Transaction [Line Items] | |||||
Proxy contest costs and recoveries | $ 0 | $ 600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Aug. 30, 2021USD ($) | Sep. 30, 2021USD ($) | May 31, 2021 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020board_of_director | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Number of board of director nominees | board_of_director | 5 | |||||||
Number of board of directors elected | board_of_director | 3 | |||||||
Reimbursable travel expenses | $ 3,140 | $ 3,140 | ||||||
Proceeds from disposal of property, plant and equipment | 1,054,000 | $ 102,000 | ||||||
Gain (loss) on disposition of property plant equipment | 580,000 | (237,000) | ||||||
Lessee, operating lease, term of contract | 38 months | |||||||
Right-of-use asset obtained in exchange for operating lease liability | 300,000 | 300,000 | ||||||
Operating lease cost | 1,026,000 | $ 1,032,000 | 3,072,000 | $ 3,101,000 | ||||
Office Space With Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lessee, operating lease, term of contract | 38 months | |||||||
Lessee, operating lease, monthly base rent | $ 5,364 | |||||||
Lessee, operating lease, annual percentage increase in monthly payment | 2.50% | |||||||
Right-of-use asset obtained in exchange for operating lease liability | 200,000 | 200,000 | ||||||
Shared Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amount of transaction | 2,320 | 2,320 | ||||||
Shared services agreement, termination, prior written notice period | 30 days | |||||||
Shared service agreement, hourly rate | $ 145 | |||||||
Privet and UPG | ||||||||
Related Party Transaction [Line Items] | ||||||||
Reimburse percentage | 90.00% | |||||||
Due to other related parties | $ 0 | 0 | 0 | |||||
Privet and UPG | Reimbursement Expenses | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amount of transaction | 600,000 | |||||||
Other Related Parties | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from related parties | 0 | 31,073 | ||||||
Proceeds from disposal of property, plant and equipment | 40,000 | |||||||
Gain (loss) on disposition of property plant equipment | (13,000) | |||||||
Operating lease cost | $ 0 | $ 0 | ||||||
Privet and UPG | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 25.00% | |||||||
UPG | Shared Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 8.00% | 8.00% | 8.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Oct. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | ||||||
Acquisition costs and other | $ 201 | $ 656 | $ 201 | $ 803 | ||
DanChem Holdings, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Acquisition costs and other | $ 200 | |||||
Subsequent Event | Delayed Draw Term Loan | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Long-term line of credit | $ 5,000 | |||||
Periodic principal payment | $ 200 | |||||
Subsequent Event | DanChem Holdings, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Business combination, consideration transferred | $ 32,950 |
Uncategorized Items - synl-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |