Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 0-19687 | ||
Entity Registrant Name | Ascent Industries Co. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 57-0426694 | ||
Entity Address, Address Line One | 1400 16th Street | ||
Entity Address, Address Line Two | Suite 270, | ||
Entity Address, City or Town | Oak Brook, | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60523 | ||
City Area Code | (630) | ||
Local Phone Number | 884-9181 | ||
Title of 12(b) Security | Common Stock, par value $1.00 per share | ||
Trading Symbol | ACNT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 98.1 | ||
Documents Incorporated by Reference | Documents Incorporated By Reference Portions of the Proxy Statement for the 2023 annual shareholders' meeting are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0000095953 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 10,172,266 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Chicago, IL |
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,441 | $ 2,021 |
Accounts receivable, net | 45,120 | 50,126 |
Inventories, net | ||
Raw materials | 57,518 | 48,448 |
Work-in-process | 22,966 | 24,990 |
Finished goods | 33,968 | 29,811 |
Total inventories, net | 114,452 | 103,249 |
Prepaid expenses and other current assets | 8,982 | 3,728 |
Assets held for sale | 380 | 855 |
Total current assets | 170,375 | 159,979 |
Property, plant and equipment, net | 42,346 | 43,720 |
Right-of-use assets, operating leases, net | 29,224 | 30,811 |
Goodwill | 11,389 | 12,637 |
Intangible assets, net | 10,387 | 14,382 |
Deferred income taxes | 1,353 | 0 |
Deferred charges, net | 203 | 302 |
Other non-current assets | 3,766 | 4,171 |
Total assets | 269,043 | 266,002 |
Current liabilities: | ||
Accounts payable | 22,731 | 32,318 |
Accounts payable - related parties | 0 | 2 |
Accrued expenses and other current liabilities | 6,560 | 12,407 |
Current portion of note payable | 387 | 0 |
Current portion of long-term debt | 2,464 | 2,464 |
Current portion of earn-out liability | 0 | 1,961 |
Current portion of operating lease liabilities | 1,056 | 1,104 |
Current portion of finance lease liabilities | 280 | 233 |
Total current liabilities | 33,478 | 50,489 |
Long-term debt | 69,085 | 67,928 |
Long-term portion of operating lease liabilities | 30,911 | 32,059 |
Long-term portion of finance lease liabilities | 1,242 | 1,414 |
Deferred income taxes | 0 | 2,433 |
Other long-term liabilities | 68 | 89 |
Total liabilities | 134,784 | 154,412 |
Commitments and contingencies – see Note 15 | ||
Shareholders' equity: | ||
Common stock - $1 par value: 24,000,000 shares authorized; 11,085,103 and 10,160,599 shares issued and outstanding, respectively | 11,085 | 11,085 |
Capital in excess of par value | 47,021 | 46,058 |
Retained earnings | 85,146 | 63,080 |
Shareholders' equity before treasury stock | 143,252 | 120,223 |
Less cost of common stock in treasury - 924,504 and 918,471 shares, respectively | (8,993) | (8,633) |
Total shareholders' equity | 134,259 | 111,590 |
Total liabilities and shareholders' equity | $ 269,043 | $ 266,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 11,085,103 | 10,160,599 |
Common stock, shares outstanding (in shares) | 11,085,103 | 10,160,599 |
Common stock in treasury, at cost (in shares) | 924,504 | 918,471 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 414,147,000 | $ 334,715,000 |
Cost of sales | 357,614,000 | 273,949,000 |
Gross profit | 56,533,000 | 60,766,000 |
Selling, general and administrative expense | 34,952,000 | 30,144,000 |
Acquisition costs and other | 1,200,000 | 1,001,000 |
Proxy contest costs and recoveries | 0 | 168,000 |
Earn-out adjustments | (7,000) | 1,872,000 |
Asset impairment | 0 | 233,000 |
Operating income | 20,388,000 | 27,348,000 |
Other (income) and expense | ||
Interest expense | 2,742,000 | 1,486,000 |
Loss on extinguishment of debt | 0 | 223,000 |
Change in fair value of interest rate swap | 0 | (2,000) |
Other, net | (209,000) | 143,000 |
Income before income taxes | 17,855,000 | 25,498,000 |
Income tax provision (benefit) | (4,211,000) | 5,253,000 |
Net income | $ 22,066,000 | $ 20,245,000 |
Net income per common share: | ||
Basic (in dollars per share) | $ 2.16 | $ 2.17 |
Diluted (in dollars per share) | $ 2.12 | $ 2.14 |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 10,230 | 9,340 |
Diluted (in shares) | 10,410 | 9,456 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 22,066,000 | $ 20,245,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 8,722,000 | 7,547,000 |
Amortization expense | 3,995,000 | 2,794,000 |
Amortization of debt issuance costs | 99,000 | 95,000 |
Asset impairment | 0 | 233,000 |
Loss on extinguishment of debt | 0 | 223,000 |
Deferred income taxes | (4,211,000) | (2,071,000) |
Earn-out adjustments | (7,000) | 1,872,000 |
Payments of earn-out liabilities in excess of acquisition date fair value | (662,000) | (138,000) |
Provision for (reduction of) losses on accounts receivable | 1,034,000 | (398,000) |
Provision for losses on inventories | 3,052,000 | 1,649,000 |
Loss (gain) on disposal of property, plant and equipment | 27,000 | (848,000) |
Non-cash lease expense | 414,000 | 481,000 |
Non-cash lease termination loss | 0 | 5,000 |
Change in fair value of interest rate swap | 0 | (2,000) |
Payments for termination of interest rate swap | 0 | (46,000) |
Issuance of treasury stock for director fees | 364,000 | 132,000 |
Share-based compensation expense | 1,407,000 | 799,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,972,000 | (16,185,000) |
Inventories | (13,779,000) | (18,873,000) |
Other assets and liabilities | (12,000) | (55,000) |
Accounts payable | (10,277,000) | 10,835,000 |
Accounts payable - related parties | (2,000) | 2,000 |
Accrued expenses | (2,702,000) | 1,506,000 |
Accrued income taxes | (7,923,000) | 9,253,000 |
Net cash provided by operating activities | 5,577,000 | 19,055,000 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (5,074,000) | (1,497,000) |
Proceeds from disposal of property, plant and equipment | 99,000 | 1,400,000 |
Acquisitions, net of cash acquired | 0 | (32,564,000) |
Net cash used in investing activities | (4,975,000) | (32,661,000) |
Cash flows from financing activities: | ||
Borrowings from long-term debt | 443,363,000 | 215,528,000 |
Proceeds from note payable | 967,000 | 0 |
Proceeds from the issuance of common stock related to Rights Offering | 0 | 10,010,000 |
Proceeds from exercise of stock options | 175,000 | 109,000 |
Payments on long-term debt | (442,206,000) | (206,505,000) |
Payments on note payable | (580,000) | 0 |
Principal payments on finance lease obligations | (266,000) | (92,000) |
Payments on earn-out liabilities | (1,292,000) | (3,494,000) |
Repurchase of common stock | (1,343,000) | 0 |
Payments of deferred financing costs | 0 | (165,000) |
Net cash (used in) provided by financing activities | (1,182,000) | 15,391,000 |
(Decrease) Increase in cash and cash equivalents | (580,000) | 1,785,000 |
Cash and cash equivalents at beginning of year | 2,021,000 | 236,000 |
Cash and cash equivalents at end of year | 1,441,000 | 2,021,000 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 2,230,000 | 1,315,000 |
Income taxes | 7,859,000 | 1,654,000 |
Noncash Investing Activities: | ||
Capital expenditures, not yet paid | $ 751,000 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Treasury Stock |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock in treasury, at cost (in shares) | 1,123,000 | ||||
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) | 20,245 | 20,245 | |||
Issuance of shares of common stock - Rights Offering | $ 10,010 | $ 785 | 9,225 | 0 | |
Issuance of common stock from the treasury (in shares) | (191,673) | (192,000) | |||
Issuance of shares of common stock - Rights Offering (in shares) | 785,103 | 785,000 | 13,000 | ||
Issuance of shares of common stock from treasury | $ 132 | (1,670) | $ 1,802 | ||
Exercise of stock options , net | 109 | (15) | 124 | ||
Share-based compensation | 799 | 799 | 0 | ||
Ending balance at Dec. 31, 2021 | $ 111,590 | $ 11,085 | 46,058 | 63,080 | $ (8,633) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock in treasury, at cost (in shares) | 918,471 | 918,000 | |||
Net income (loss) | $ 22,066 | 22,066 | |||
Issuance of shares of common stock - Rights Offering | $ 364 | 0 | (449) | ||
Issuance of common stock from the treasury (in shares) | (86,274) | (86,000) | |||
Issuance of shares of common stock - Rights Offering (in shares) | 18,000 | ||||
Issuance of shares of common stock from treasury | $ 175 | 5 | $ 813 | ||
Exercise of stock options , net | 1,407 | 1,407 | $ 170 | ||
Repurchase of stock (in shares) | 110,000 | ||||
Repurchase of common stock | (1,343) | 0 | $ (1,343) | ||
Ending balance at Dec. 31, 2022 | $ 134,259 | $ 11,085 | $ 47,021 | $ 85,146 | $ (8,993) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock in treasury, at cost (in shares) | 924,504 | 924,000 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Shares issued in connection at-the-market offering (in shares) | (785,103) | |
Issuance of common stock from the treasury (in shares) | (86,274) | (191,673) |
Stock options exercised, net (in shares) | 18,098 | 13,174 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Ascent Industries Co. is an industrials company focused on the production and distribution of industrial tubular products including stainless steel and galvanized pipe and tube, seamless carbon pipe and tube, and specialty chemicals. Ascent Industries Co. was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945 known as Blackman Uhler Industries Inc. On August 5, 2022, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation to change our corporate name from Synalloy Corporation to Ascent Industries Co., effective August 10, 2022. The Company's executive office is located at 1400 16th Street, Suite 270, Oak Brook, Illinois 60523. Unless indicated otherwise, the terms "Ascent", "Company," "we" "us," and "our" refer to Ascent Industries Co. and its consolidated subsidiaries. The Company's business is divided into two reportable operating segments, Tubular Products and Specialty Chemicals. The Tubular Products segment serves markets through pipe and tube and customers in the appliance, architectural, automotive and commercial transportation, brewery, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste-water treatment, liquid natural gas ("LNG"), food processing, pharmaceutical, oil and gas and other industries. The Specialty Chemicals segment produces specialty products for the pulp and paper, coatings, adhesives, sealants and elastomers (CASE), textile, automotive, household, industrial and institutional ("HII"), agricultural, water and waste-water treatment, construction, oil and gas and other industries. Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Intercompany transactions and balances have been eliminated. Use of Estimates - The preparation of the Company's financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment; intangible assets; the fair value of assets or liabilities acquired in a business combination; valuation allowances for receivables, inventories and deferred income tax assets and liabilities; environmental liabilities; liabilities for potential tax deficiencies; and, potential litigation claims and settlements. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying value of assets and liabilities that are readily available from other sources. Actual results may differ from these estimates. Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash levels in bank accounts that, at times, may exceed federally-insured limits. 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 credit losses for expected uncollectible amounts. The allowance is based upon an analysis of accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivables balances, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. 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. Activity in the allowance for credit losses were as follows: (in thousands) 2022 2021 Balance at beginning of period $ 216 $ 496 Current period provision for expected credit losses 1,405 (68) Deductions from allowance (371) (330) Acquired allowance — 118 Balance at end of period $ 1,250 $ 216 Inventories - Inventory is stated at the lower of cost or net realizable value ("LCNRV"). Cost is determined by either specific identification or weighted average methods. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost. This would indicate that an adjustment would be required. An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical price, is greater than the current selling price of that product. During the year ended December 31, 2022 and 2021, no significant LCNRV adjustments were required by our Specialty Chemicals segment. Stainless steel, both in its raw material (coil or plate) or finished goods (pipe and tube) state is purchased/sold using a base price plus an additional surcharge which is dependent on current nickel prices. As raw materials are purchased, it is priced to the Company based upon the surcharge at that date. When the selling price of the finished pipe is set for the customer, approximately three months later, the then-current nickel surcharge is used to determine the proper selling prices. An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge. During the years ended December 31, 2022, LCNRV adjustments of $0.5 million were required by our Tubular Products segment. During the year ended December 31, 2021 no significant LCNRV adjustments were required by our Tubular Products segment. 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% of the inventory cost less any estimated scrap proceeds. The Company reserved $3.5 million and $1.1 million as of December 31, 2022 and 2021, respectively. • Estimated quantity losses - The Company performs an annual physical count of inventory during the fourth quarter each year for all facilities. 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. The Company had $0.2 million reserved for physical inventory quantity losses as of December 31, 2022 and 2021, respectively. Property, Plant and Equipment - Property, plant and equipment are stated at cost. Depreciation is determined based on the straight-line method over the estimated useful life of the assets. Substantially all depreciation is recorded within cost of goods sold on the consolidated statement of income. 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 are accounted for using the acquisition method of accounting. Under this method, the total consideration transferred to consummate the business combination 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 transaction. 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. See Note 2 for further discussion on the Company's acquisition of DanChem. Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less fair value of liabilities assumed, in a business combination. The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level. Goodwill is not amortized but is evaluated for impairment at least annually on October 1 or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed. The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill. Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, based on discounted future cash flows, and a market approach, based on market multiples applied to free cash flow. If the fair value exceeds the carrying value, then no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any impairment identified is included within "goodwill impairment" in the consolidated statements of income. A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. During 2022 and 2021, goodwill was allocated to the Specialty Chemicals reporting unit. The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows: (in thousands) Specialty Chemicals Balance December 31, 2020 $ 1,355 Acquisitions 11,282 Balance December 31, 2021 12,637 PPA Revisions (1,248) Balance December 31, 2022 $ 11,389 During the third quarter of 2022, subsequent to the preliminary estimates of fair value of intangible assets acquired and liabilities assumed, management revised the initial estimate of the fair value of property, plant and equipment resulting in an increase of $1.6 million. As a result of this revision, goodwill was decreased by $1.2 million and the Company's deferred tax balances were increased $0.4 million. In addition, the change to the provisional amount resulted in an increase in depreciation expense and accumulated depreciation of $0.2 million of which $0.1 million relates to a previous reporting period. During the fourth quarter of 2022, subsequent to the preliminary estimates of fair value of intangible assets acquired and liabilities assumed, management finalized the values of deferred tax balances upon completion of the DanChem pre-acquisition tax returns. As a result, within the measurement period, the Company's deferred tax balances were decreased by $40,475 and goodwill was decreased by $40,475. We conducted our annual impairment test of the Specialty Chemicals reporting unit as of October 1, 2022. The Company performed a discounted cash flow analysis and a market multiple analysis for the Specialty Chemicals reporting unit. The discounted cash flow analysis included management assumptions for expected sales growth, capital expenditures and overall operational forecasts. the market multiple analysis included historical and projected performance, market capitalization, volatility and multiples for industry peers. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Specialty Chemicals reporting unit was greater than its carrying value and, as such, no goodwill impairment was necessary. During the fourth quarter of 2022, the Company determined potential indicators of impairment within the Specialty Chemicals reporting unit, with an associated goodwill balance of $11.4 million, existed. Significant decreases in the Company's stock price and performance relative to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform another quantitative evaluation of goodwill. As a result, the Company quantitatively evaluated the Specialty Chemicals reporting unit for impairment. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Specialty Chemicals reporting unit was above its carrying value and, as such, no goodwill impairment was necessary. Intangible Assets - Intangible assets consists of customer relationships, trademarks and trade names, and Other and represents the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful lives using either an accelerated or straight-line method over a period ranging from eight Amortization expense is recorded in selling, general and administrative expense on the consolidated statements of income. The weighted average amortization period for the customer relationships is approximately 12 years. The gross carrying amount and accumulated amortization of intangible assets consist of the following: 2022 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangible assets: Customer related $ 28,226 $ (18,437) $ 28,226 $ (14,486) Trademarks and trade names 150 (12) 150 (2) Other 500 (40) 500 (6) Total definite-lived intangible assets $ 28,876 $ (18,489) $ 28,876 $ (14,494) The Company recorded amortization expense related to intangible assets of $4.0 million and $2.8 million for 2022 and 2021, respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows: (in thousands) 2023 $ 1,580 2024 1,555 2025 1,384 2026 1,153 2027 973 Thereafter 3,742 Total $ 10,387 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 and is recorded in interest expense on the consolidated statements of income. 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 year ended December 31, 2021. Deferred charges totaled $0.4 million as of December 31, 2022 and 2021, respectively. Accumulated amortization of deferred charges as of December 31, 2022 and 2021 totaled $0.2 million and $0.1 million, respectively. The Company recorded amortization expense related to deferred charges of $0.1 million for 2022 and 2021. Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value. Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as long-lived assets held-for-sale. An impairment loss is recorded for long-lived assets held-for-sale when the carrying amount of the asset exceeds its fair value less cost to sell. A long-lived asset is not depreciated while its classified as held-for-sale. For long-lived assets to be abandoned, the Company considers the asset to be disposed of when it ceases to be used. Until it ceases to be used, the Company continues to classify the asset as held-for-use and test for potential impairment accordingly. If the Company commits to a plan to abandon a long-lived asset before the end of its previously estimated useful life, its depreciable life is re-evaluated. Fair value measurements associated with long-lived asset impairments are included in Note 4 to the consolidated financial statements. Earn-Out Liabilities - In connection with the 2019 American Stainless acquisition, the Company is required to make quarterly earn-out payments to American Stainless for a period of three years following closing equal to six and one-half percent (6.5%) of ASTI’s revenue over the three-year earn-out period. These quarterly earn-out payments ended in 2022. In connection with the 2018 MUSA-Galvanized acquisition, 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. These quarterly earn-out payments ended in 2022. In connection with the 2017 MUSA-Stainless acquisition, 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). These quarterly earn-out payments ended in 2021. The fair value of the earn-out liabilities are 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 liabilities are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the consolidated statements of income. See Note 4 for additional information on the Company's earn-out liabilities. 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 Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time. For certain contracts under which the Company produces product with no alternative use and for which the Company has an enforceable right to payment during the production cycle, product in which the material is customer owned or in which the customer simultaneously consumes the benefits throughout the production cycle, progress toward satisfying the performance obligation is measured using an output method of units produced. Certain customer arrangements consist of bill-and-hold characteristics under which transfer of control has been met (including the passing of title and significant risk and reward of ownership to the customers). Therefore, the customers can direct the use of the bill-and-hold inventory while we retain physical possession of the product until it is shipped to a customer at a point in time in the future. 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. See Note 3 for additional information on the Company's revenue. Shipping Costs - Shipping costs are treated as fulfillment activities at the time control and title of the promised good and services rendered are transferred to the customer. Shipping costs of approximately $11.2 million and $9.4 million in 2022 and 2021, respectively, are recorded in cost of goods sold on the consolidated statements of income. Share-Based Compensation - Share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statements of income 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 share-based awards are recorded as they occur. See Note 10 for additional information on the Company's accounting for share-based payments. 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. See Note 11 for additional information on the Company's income taxes. Earnings Per Share - Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. 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 consolidated balance sheets equal to the present value of the fixed lease payments over the lease term. 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. The Company does not separate lease and non-lease components for its underlying assets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, the Company's leases generally do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company's estimated incremental borrowing rate is utilized, determined on a fully collateralized and fully amortizing basis, to discount lease payments based on information available at lease commencement. The Company determines the appropriate incremental borrowing rate by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. Such adjustments include assuming the Store Capital lease would require two lenders with the secondary lender being secured on a second lien requiring mezzanine rates. Lease costs are recognized on a straight-line basis over the lease term. Right-of-use assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of the remaining lease payments and estimated incremental borrowing rate upon lease modification. The difference between the remeasured right-of-use asset and the operating lease liabilities are recognized as a gain or loss within operating expenses. The Company reviews any changes to its lease agreements for potential modifications and/or indicators of impairment of the respective right-of-use asset. Operating leases are included in ROU assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities on the accompanying consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and long-term portion of finance lease liabilities. See Note 7 for additional information on the Company's leases. The Company subleases portions of certain properties that are not used in its operations. Sublease income was $0.2 million for 2022. Sublease income was not significant for 2021. 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. The Company monitors the financial institutions where it invests its cash and cash equivalents as well as performs credit reviews of potential customers when extending credit to purchase and periodic reviews of existing customers to mitigate exposure and risk. The Specialty Chemicals segment has one customer that accounted for approximately 21% of the segment's revenues for 2022 and 15% of the segment's revenues for 2021. Accounting Pronouncements Not Yet Adopted - In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting." The ASU, and subsequent clarifications, provide practical expedients for contract modification accounting related to the transition away from the London Interbank Offered Rate (LIBOR) and other interbank offering rates to alternative reference rates. On December 21, 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 until December 31, 2024. The Company intends to use the expedients where needed for reference rate transition. The Company continues to evaluate this standard update and does not currently expect a material impact to the Company’s financial statements or disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of DanChem Technologies, Inc. On October 22, 2021, the Company completed the acquisition of DanChem, a contract manufacturer of chemical products located in Danville, Virginia. The Company accounted for the transaction as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805 - "Business Combinations". The preliminary purchase price was $34.1 million including $1.5 million in cash obtained through the acquisition. The purchase price was paid in cash and funded through a drawdown of $34.5 million on the Company’s existing revolving credit facility. 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%. See Note 6 for more information on the Company's long-term debt. During the third quarter of 2022, subsequent to the preliminary estimates of fair value of intangible assets acquired and liabilities assumed, management revised the initial estimate of the fair value of property, plant and equipment resulting in an increase of $1.6 million. As a result of this revision within the measurement period, goodwill was decreased by $1.2 million and the Company's deferred tax balances were increased $0.4 million. In addition, the change to the provisional amount resulted in an increase in depreciation expense and accumulated depreciation of $0.2 million of which $0.1 million relates to a previous reporting period. During the fourth quarter of 2022, subsequent to the preliminary estimates of fair value of intangible assets acquired and liabilities assumed, management finalized the values of deferred tax balances upon completion of the DanChem pre-acquisition tax returns. As a result, within the measurement period, the Company's deferred tax balances were decreased by $40,475 and goodwill was decreased by $40,475. The table below summarizes the fair value of identifiable assets acquired and liabilities assumed in the Acquisition and the revisions made in 2022: (in thousands) October 22, 2021 Revisions December 31, 2022 Cash and cash equivalents $ 1,533 $ 1,533 Accounts receivable, net of allowance for credit losses of $118 5,358 5,358 Inventories, net 1,561 1,561 Prepaid expenses and other current assets 454 454 Property, plant and equipment, net 15,697 $ 1,594 17,291 Right of use asset, operating leases, net 208 208 Intangible assets, net 5,750 5,750 Total identifiable assets acquired 30,561 1,594 32,155 Accounts payable 1,751 1,751 Accrued expenses and other current liabilities 1,622 1,622 Current portion of operating lease liabilities 51 51 Current portion of finance lease liabilities 215 215 Deferred income taxes 2,542 346 2,888 Long-term portion of operating lease liabilities 157 157 Long-term portion of finance lease liabilities 1,408 1,408 Total identifiable liabilities assumed 7,746 346 8,092 Net identifiable assets acquired 22,815 1,248 24,063 Transaction price 34,097 34,097 Goodwill $ 11,282 $ (1,248) $ 10,034 Goodwill is calculated as the excess of the purchase price over the fair value of t he net assets acquired. The recognized goodwill is attributable to operational synergies, assembled workforce and growth opportunities and was allocated to the Company's Specialty Chemicals segment . Substantially all of the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. Approximately $0.5 million and $1.0 million of one-time, acquisition-related costs, is recognized in acquisition costs and other expenses in the consolidated statements of income as of December 31, 2022 and 2021, respectively . The Company identified DanChem’s customer relationships, product development know-how, and tradename as finite-lived assets with estimated fair values as of the acquisition date of $5.1 million, $0.5 million, and $0.2 million, respectively. The finite-lived assets are subject to amortization using either an accelerated or straight-line method over 15 years. Total net sales and operating income for DanChem for the period from October 22, 2021 through December 31, 2022 were as follows: (in thousands) 2022 Period from Net sales $ 32,297 $ 5,692 Operating income $ 115 $ 621 Pro Forma Financial Information The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the acquisition of DanChem as if it had occurred on January 1, 2021: (unaudited) Year Ended December 31, 2021 (in thousands, except per share data) Net sales $ 358,735 Net income 21,681 Basic net income per common share 2.32 Diluted net income per common share $ 2.29 These unaudited pro forma results include adjustments, such as property, plant and equipment step-up, amortization of acquired intangible assets and interest expense on debt financing in connection with the acquisition. The unaudited consolidated pro forma financial information was prepared in accordance with GAAP and is not necessarily indicative of the results of operations that would have occurred if the acquisition had been completed on the date indicated, nor is it indicative of the future operating results of the Company. The unaudited pro forma results do not reflect events that either have occurred or may occur after the acquisition date, including, but not limited to, the anticipated realization of operating synergies in subsequent periods. These results do not give effect to certain charges that the Company expects to incur in connection with the acquisition, including, but not limited to, additional professional fees and employee integration. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues Recognition | Revenue Recognition Revenue is generated primarily from contracts to produce, ship and deliver steel and specialty chemical products. The Company’s performance obligations are satisfied and revenue is recognized when control and title of the contract promised goods or services is transferred to our cus tomers for product shipped or services rendered. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. Shipping costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and are expensed when incurred. Because customers are invoiced at the time title transfers and the Company’s right to consideration is unconditional at that time, the Company does not maintain contract asset balances. Additionally, the Company does not maintain material contract liability balances, as performance obligations for substantially all contracts are satisfied prior to customer payment for product. The Company offers industry standard payment terms. The following table presents the Company's revenues, disaggregated by product group. (in thousands) 2022 2021 Fiberglass and steel liquid storage tanks and separation equipment $ 411 $ 1,343 Heavy wall seamless carbon steel pipe and tube 48,227 40,539 Stainless steel pipe and tube 222,892 186,651 Galvanized pipe and tube 35,075 38,705 Specialty chemicals 107,542 67,477 Net sales $ 414,147 $ 334,715 The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time. Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. The following table represents the Company's revenue recognized at a point- in-time and over-time. (in thousands) 2022 2021 Point-in-time $ 387,498 $ 311,287 Over-time $ 26,649 $ 23,428 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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, accounts payable, notes payable, earn-out liabilities, revolving line of credit, and long-term debt. 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 liabilities ("earn-out") resulting from the 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 may materially 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 years ended December 31, 2022 and 2021, respectively. 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 December 31, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $1,961 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2022 - Future revenue projections $9.1M $9.1M 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 2022 and 2021: (in thousands) MUSA-Galvanized American Stainless Total Balance December 31, 2021 $ 1,106 $ 855 $ 1,961 Earn-out payments during period (1,099) (855) $ (1,954) Changes in fair value during the period (7) — $ (7) Balance December 31, 2022 $ — $ — $ — For the year ended December 31, 2022, the Company had no unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value instruments. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis For the fiscal year ended December 31, 2022 and 2021, 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 long-lived assets, certain assets held for sale and goodwill (see Note 1 to the consolidated financial statements for additional information regarding this Level 3 fair value measurement). Long-lived assets The Company reviews the carrying amounts of long-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company assesses performance quarterly against historical patterns, projections of future profitability, and whether it is more likely than not that the assets will be disposed of significantly prior to the end of their estimated useful life for evidence of possible impairment. An impairment loss is recognized when the carrying amount of the asset (disposal) group is not recoverable and exceeds fair value. The Company estimates the fair values of assets subject to long-lived asset impairment based on the Company's own judgments about the assumptions market participants would use in pricing the assets and observable market data, when available. The Company classifies these fair value measurements as Level 3. During the fourth quarter of 2022, the Company began a strategic reassessment of certain operations to drive an increased focus on its core operations and to continue to improve overall performance and operating profitability. As a result of this reassessment, management and the Board of Directors decided to pursue an exit of the Company's galvanized pipe and tube operations at its Munhall facility. It was determined that a significant change in the use of the assets of the Munhall facility had occurred before the end of their previous useful lives, and therefore, had experienced a triggering event and were evaluated for recoverability. Based on this evaluation of the Munhall assets, it was determined the assets were recoverable and no impairment was recorded, however, certain long-lived assets and intangible assets related to the galvanized pipe and tube operations were written down to their fair value of zero resulting in accelerated depreciation and amortization charges of $0.9 million. Expenses associated with accelerated depreciation are included in depreciation and amortization expense in the consolidated statements of income. During 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 $0.2 million non-cash, pre-tax asset impairment charge. Assets Held-for-Sale On February 17, 2021 the Board of Directors authorized the permanent cessation of operations at Palmer and the subleasing of the Palmer facility. As of December 31, 2021, the Company permanently ceased operations at the Palmer facility and determined that the remaining asset group met the criteria to be classified as held for sale, and therefore classified the related assets as held for sale on the consolidated balance sheets. The Company determined that the exit from this business did not represent a strategic shift that had a major effect on its consolidated results of operations, and therefore this business was not classified as discontinued operations. As of December 31, 2022, the remaining Palmer assets continue to be classified as held for sale with the remaining assets to be disposed of in the first quarter of 2023. The results of operations for this business are included within the Tubular Products segment for all periods presented in this annual report. The Company uses observable inputs, such as prices of comparable assets in active markets to determine the fair value of the remaining assets. The Company classifies these fair value measurements as Level 2. The assets classified as held for sale as of December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Inventory, net $ 198 $ 617 Property, plant and equipment, net 182 238 Assets held for sale $ 380 $ 855 The Company remains obligated under the terms of the leases for the rent and other costs that may be associated with the lease of the facility through 2036. During the fourth quarter of 2022, the Company entered into an amended sublease agreement with a third party to sublease the entirety of the Palmer facility. The sublease agreement amends the previous sublease agreement entered into in the fourth quarter of 2021 and continues through the remaining term of the Master Lease Agreement. The sublease will expire on September 30, 2036, unless terminated in accordance with the amended sublease agreement. The sublease provides for an annual base rent of approximately $0.5 million in the first year, which increases on an annual basis by 2.0%. The sublessee is responsible for its pro rata share of certain costs, taxes and operating expenses related to the subleased space. The sublease includes an initial security deposit of $0.1 million. Fair Value of Financial Instruments The fair values of cash and cash equivalents, accounts receivable, accounts payable and the Company's note payable approximated their carrying value because of the short-term nature of these instruments. The Company's revolving line of credit and long-term debt, which is based on a variable interest rate, are also reflected in the financial statements at carrying value which approximates fair value as of December 31, 2022. The carrying amount of cash and cash equivalents are considered Level 1 measurements. The carrying amounts of accounts receivable, accounts payable, note payable, revolving line of credit and long-term debt are considered Level 2 measurements. See Note 6 for further information on the Company's debt. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: (in thousands) 2022 2021 Land $ 723 $ 723 Leasehold improvements 4,114 4,641 Buildings 1,534 53 Machinery, fixtures and equipment 113,413 110,127 Construction-in-progress 3,270 1,900 123,054 117,444 Less accumulated depreciation and amortization (80,708) (73,724) Property, plant and equipment, net $ 42,346 $ 43,720 The following table sets forth depreciation expense related to property, plant and equipment: (in thousands) 2022 2021 Cost of sales $ 8,472 $ 7,293 Selling, general and administrative 250 254 Total depreciation $ 8,722 $ 7,547 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Short-term debt On June 6, 2022, the Company entered into a note payable in the amount of $1.0 million with an interest rate of 2.77% maturing April 1, 2023. The agreement is associated with the financing of the Company's insurance premium in the current year. As of December 31, 2022, the outstanding balance was $0.4 million. Credit Facilities (in thousands) 2022 2021 Revolving line of credit, due January 15, 2025 $ 67,442 $ 65,571 Term loan, due January 15, 2025 4,107 4,821 Total long-term debt 71,549 70,392 Less: Current portion of long-term debt (2,464) (2,464) Long-term debt, less current portion $ 69,085 $ 67,928 The Company and its subsidiaries have a Credit Agreement with BMO Harris Bank N.A. ("BMO") which provides the Company with a four-year revolving credit facility with up to $150.0 million of borrowing capacity (the "Facility"). 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. The term loan requires quarterly payments of $0.2 million with a balloon payment due upon maturity of Facility in January 2025. We have pledged all of our accounts receivable, inventory, and certain machinery and equipment as collateral for the Credit Agreement. Availability under the Credit Agreement is subject to the amount of eligible collateral as determined by the lenders' borrowing base calculations. 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 Credit Agreement includes provisions intended to provide for the replacement of LIBOR with the Secured Overnight Financing Rate ("SOFR") upon the cessation of LIBOR. The Company plans to transition away from LIBOR by June 2023. The revolving line of credit interest rate was 5.18% and 2.29% as of December 31, 2022 and 2021, respectively. Average borrowings under the revolving line of credit during 2022 and 2021 were $71.0 million and $61.9 million with a weighted average interest rate of 3.67% and 2.23%, respectively. The term loan interest rate was 6.38% and 1.90% as of December 31, 2022 and 2021, respectively. The Company made interest payments on all credit facilities of $2.6 million and 1.4 million in 2022 and 2021, respectively. Principal payments on long-term debt are as follows (in thousands): 2023 $ 2,464 2024 2,464 2025 $ 66,621 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 December 31, 2022, the Company was in compliance with all financial debt covenants. As of December 31, 2022, the Company had $37.6 million of remaining availability under it credit facility. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases 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 (“Store”), an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the American Stainless acquisition in 2019 as well as the sale of land at the Munhall facility in 2020. As of December 31, 2022, operating lease liabilities related to the master lease agreement with Store Capital totaled $31.5 million, or 94% of the total lease liabilities on the consolidated balance sheet. As discussed in Note 2 , on October 22, 2021, the Company completed the DanChem acquisition. As part of the acquisition, the Company assumed certain operating and finance leases. As of December 31, 2022, the balances associated with these leases in the consolidated balance sheet include operating lease assets and liabilities of $0.3 million and finance lease assets and liabilities of $2.9 million. During the year ended December 31, 2022, the Company entered into new operating lease agreements resulting in an additional $0.2 million of right-of-use assets and lease liabilities. Balance Sheet Presentation Operating and finance lease amounts included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2022 2021 Operating lease assets Right-of-use assets, operating leases $ 29,224 $ 30,811 Finance lease assets Property, plant and equipment, net 1,494 1,640 Current liabilities Current portion of lease liabilities, operating leases 1,056 1,104 Current liabilities Current portion of lease liabilities, finance leases 280 233 Non-current liabilities Non-current portion of lease liabilities, operating leases 30,911 32,059 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,242 $ 1,414 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2022 2021 Operating lease cost 1 $ 4,151 $ 4,099 Finance lease cost: Reduction in carrying amount of right-of-use assets 273 100 Interest on finance lease liabilities 36 11 Sublease income (187) — Total lease cost $ 4,273 $ 4,210 1 Includes short term leases, which are immaterial 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 statements of income. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2022 are as follows: (in thousands) Operating Finance 2023 $ 3,645 $ 311 2024 3,667 257 2025 3,687 244 2026 3,703 244 2027 3,765 244 Thereafter 36,151 327 Total undiscounted minimum future lease payments 54,618 1,627 Imputed Interest (22,651) (105) Total lease liabilities $ 31,967 $ 1,522 Lease Term and Discount Rate Year Ended December 31, 2022 2021 Weighted-average discount rate Operating leases 8.31 % 8.30 % Finance leases 2.32 % 2.27 % Weighted-average remaining lease term Operating leases 13.61 years 14.43 years Finance leases 6.06 years 7.07 years |
Leases | Leases 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 (“Store”), an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the American Stainless acquisition in 2019 as well as the sale of land at the Munhall facility in 2020. As of December 31, 2022, operating lease liabilities related to the master lease agreement with Store Capital totaled $31.5 million, or 94% of the total lease liabilities on the consolidated balance sheet. As discussed in Note 2 , on October 22, 2021, the Company completed the DanChem acquisition. As part of the acquisition, the Company assumed certain operating and finance leases. As of December 31, 2022, the balances associated with these leases in the consolidated balance sheet include operating lease assets and liabilities of $0.3 million and finance lease assets and liabilities of $2.9 million. During the year ended December 31, 2022, the Company entered into new operating lease agreements resulting in an additional $0.2 million of right-of-use assets and lease liabilities. Balance Sheet Presentation Operating and finance lease amounts included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2022 2021 Operating lease assets Right-of-use assets, operating leases $ 29,224 $ 30,811 Finance lease assets Property, plant and equipment, net 1,494 1,640 Current liabilities Current portion of lease liabilities, operating leases 1,056 1,104 Current liabilities Current portion of lease liabilities, finance leases 280 233 Non-current liabilities Non-current portion of lease liabilities, operating leases 30,911 32,059 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,242 $ 1,414 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2022 2021 Operating lease cost 1 $ 4,151 $ 4,099 Finance lease cost: Reduction in carrying amount of right-of-use assets 273 100 Interest on finance lease liabilities 36 11 Sublease income (187) — Total lease cost $ 4,273 $ 4,210 1 Includes short term leases, which are immaterial 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 statements of income. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2022 are as follows: (in thousands) Operating Finance 2023 $ 3,645 $ 311 2024 3,667 257 2025 3,687 244 2026 3,703 244 2027 3,765 244 Thereafter 36,151 327 Total undiscounted minimum future lease payments 54,618 1,627 Imputed Interest (22,651) (105) Total lease liabilities $ 31,967 $ 1,522 Lease Term and Discount Rate Year Ended December 31, 2022 2021 Weighted-average discount rate Operating leases 8.31 % 8.30 % Finance leases 2.32 % 2.27 % Weighted-average remaining lease term Operating leases 13.61 years 14.43 years Finance leases 6.06 years 7.07 years |
Leases | Leases 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 (“Store”), an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the American Stainless acquisition in 2019 as well as the sale of land at the Munhall facility in 2020. As of December 31, 2022, operating lease liabilities related to the master lease agreement with Store Capital totaled $31.5 million, or 94% of the total lease liabilities on the consolidated balance sheet. As discussed in Note 2 , on October 22, 2021, the Company completed the DanChem acquisition. As part of the acquisition, the Company assumed certain operating and finance leases. As of December 31, 2022, the balances associated with these leases in the consolidated balance sheet include operating lease assets and liabilities of $0.3 million and finance lease assets and liabilities of $2.9 million. During the year ended December 31, 2022, the Company entered into new operating lease agreements resulting in an additional $0.2 million of right-of-use assets and lease liabilities. Balance Sheet Presentation Operating and finance lease amounts included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2022 2021 Operating lease assets Right-of-use assets, operating leases $ 29,224 $ 30,811 Finance lease assets Property, plant and equipment, net 1,494 1,640 Current liabilities Current portion of lease liabilities, operating leases 1,056 1,104 Current liabilities Current portion of lease liabilities, finance leases 280 233 Non-current liabilities Non-current portion of lease liabilities, operating leases 30,911 32,059 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,242 $ 1,414 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2022 2021 Operating lease cost 1 $ 4,151 $ 4,099 Finance lease cost: Reduction in carrying amount of right-of-use assets 273 100 Interest on finance lease liabilities 36 11 Sublease income (187) — Total lease cost $ 4,273 $ 4,210 1 Includes short term leases, which are immaterial 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 statements of income. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2022 are as follows: (in thousands) Operating Finance 2023 $ 3,645 $ 311 2024 3,667 257 2025 3,687 244 2026 3,703 244 2027 3,765 244 Thereafter 36,151 327 Total undiscounted minimum future lease payments 54,618 1,627 Imputed Interest (22,651) (105) Total lease liabilities $ 31,967 $ 1,522 Lease Term and Discount Rate Year Ended December 31, 2022 2021 Weighted-average discount rate Operating leases 8.31 % 8.30 % Finance leases 2.32 % 2.27 % Weighted-average remaining lease term Operating leases 13.61 years 14.43 years Finance leases 6.06 years 7.07 years |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: (in thousands) 2022 2021 Salaries, wages, and commissions $ 2,344 $ 5,052 Income taxes — 3,212 Taxes, other than income taxes 1,217 889 Advances from customers 304 441 Insurance 553 517 Professional fees 505 527 Warranty reserve 59 40 Benefit plans 426 333 Customer rebate liability 194 379 Other accrued items 958 1,017 Total accrued expenses $ 6,560 $ 12,407 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Authorized shares of common stock were $24.0 million ($1.00 par value) at December 31, 2022 and 2021. Share Repurchase Program On December 20, 2022, the Board of Directors re-authorized the Company's share repurchase program. The previous share repurchase program had a term of 24 months and was set to expire on February 17, 2023. The share repurchase program allows for repurchase of up to 790,383 shares of the Company's outstanding common stock and extends to February 17, 2025. 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 December 31, 2022, the Company has 679,979 shares of its share repurchase authorization remaining. Shares repurchased for the year ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Number of shares repurchased 110,404 — Average price per share $ 12.16 $ — Total cost of shares repurchased $ 1,345,540 $ — Rights Offering On November 16, 2021, the Company announced its Board of Directors had approved a Rights Offering to existing shareholders. Under the terms of the Rights Offering, the Company distributed non-transferable subscription rights to each holder of its common stock as of November 29, 2021 with each subscription right exercisable for 0.083768 shares of common stock at an exercise price of $12.75 per full common share. The Company completed its Rights Offering to the Company’s shareholders as of the close of business on December 16, 2021. The Rights Offering was fully subscribed for the maximum offering amount of 785,103 shares of the Company’s common stock resulting in gross proceeds to the Company of approximately $10.0 million. The proceeds of the Rights Offering was used for general corporate purposes, including in part, certain growth initiatives (including acquisitions) as well as repayment of the revolving credit facility. 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 2022 and 2021, no dividends were declared or paid by the Company. |
Accounting for Share-Based Paym
Accounting for Share-Based Payments | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Accounting for Share-Based Payments | Accounting for Share-Based Payments Overview of Share-Based Payment Plans The Company has a number of active and inactive equity incentive plans (the "Incentive Plans") under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. On April 25, 2022, the Board of Directors approved, upon the recommendation of the Compensation & Long-Term Incentive Committee but subject to stockholder approval, adoption of the Ascent Industries Co. 2022 Omnibus Equity Incentive Plan (the "Plan") and directed that the Plan be submitted for approval by our stockholders at our 2022 Annual Meeting of Stockholders (the "Annual Meeting"). On June 8, 2022, at the 2022 Annual Meeting, upon the recommendation of the Company's Board of Directors, a majority of the shareholders of the Company voted to approve the Plan. A total of 0.8 million shares have been authorized for grant to key employees and non-employee directors under the Company's currently active Incentive Plans. As of December 31, 2022, there were 0.7 million shares remaining available for grants under the currently active equity Incentive Plans. The Company recognized share-based compensation expense within SG&A expense on the consolidated statements of income of $1.4 million and $0.8 million in 2022 and 2021, respectively. Total unrecognized share-based payment expense for all share-based payment plans was $1.5 million at December 31, 2022, of which $1.0 million will be recognized in 2023, $0.4 million in 2024, and $0.1 million thereafter. This results in these amounts being recognized over a weighted-average period of 2.04 years. Stock Options Stock options have terms of 10 years and vest in 20% or 33% increments annually on a cumulative basis, beginning one year after the date of grant, and are assigned an exercise price equal to the average of the high and low common stock price on the day prior to the date of grant. Options are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period. Compensation expense charged against income for options was insignificant for 2022 and 2021 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considers the historical volatility of the Company’s stock price. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The Company granted no new options in 2022. Transactions related to stock options for the year ended December 31, 2022 are summarized as follows: Weighted Options Weighted Intrinsic Outstanding at December 31, 2021 $ 13.04 143,828 6.0 $ 487,011 Exercised 9.67 (18,098) Canceled, forfeited, or expired 11.71 (7,588) Outstanding at December 31, 2022 $ 13.66 118,142 5.2 $ — Vested and expected to vest at December 31, 2022 1 $ 13.00 5,665 7.1 $ — Exercisable options $ 13.69 112,477 5.1 $ — 1 Includes outstanding vested and nonvested options Restricted Stock Awards Restricted stock awards are valued based on the average of the high and low common stock price on the day prior to the date of grant. In general, these awards vest in either 20% or 33% increments annually on a cumulative basis, beginning one year after the date of grant. Certain of these awards vest 100% at the end of a three-year period from 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. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. All awards are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period. The weighted average period over which the restricted stock awards compensation expense is expected to be recognized is 2.31 years. Transactions related to restricted stock awards for the year ended December 31, 2022 are summarized as follows: Shares Weighted Average Nonvested at December 31, 2021 43,581 $ 9.82 Granted 72,110 18.19 Vested (24,641) 7.75 Forfeited (11,947) 13.33 Nonvested at December 31, 2022 79,103 $ 17.31 Performance Stock Units The Company issues performance stock units classified as equity awards which contain market conditions that must be satisfied for an employee to earn the right to benefit from the award. Performance stock units vest upon the achievement of specific thirty-day volume-weighted average price targets of a share of the Company's common stock over a period of three years. 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. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The performance stock units are divided into tranches, each one vesting on the date the thirty-day volume-weighted average price of the Company's common stock `meets or exceeds the price target as set forth in the table below: Shares Volume Weighted Average Price Target Tranche I 9,663 $ 22.50 Tranche II 50,000 25.00 Tranche III 40,000 27.50 Tranche IV 30,000 30.00 Tranche V 30,000 $ 35.00 The fair value of the performance stock units granted with a market performance condition are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market performance condition determined on the date of grant. Expense is recognized on a straight-line method over the requisite service period. Performance stock units do not have dividend rights. The weighted average period over which the performance stock units compensation expense is expected to be recognized is 2.20 years. The weighted-average grant-date fair value per unit of performance stock units granted was $3.92 and $0.69 in 2022 and 2021, respectively. There were no performance stock units vesting in 2022. The total fair value of performance stock units vesting was approximately $1.1 million in 2021. Transactions related to performance stock units for the year ended December 31, 2022 were as follows: Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 — $ — Granted 159,663 3.92 Outstanding at December 31, 2022 159,663 $ 3.92 Inducement Awards The Company has previously granted stock-based awards to incoming executive officers as incentives to enter into an at-will employment agreement with the Company. These inducement awards were approved by the Compensation Committee of the Board of Directors and did not require shareholder approval in accordance with NASDAQ Rule 5635(c)(4). In accordance with the rule, the only persons eligible to receive incentive awards are individuals not previously an employee or director of the Company. In general, 50% of the inducement awards vest based on the achievement of thirty-day volume weighted average price targets of a Company share of stock and 50% vest on the third anniversary of the grant date. The fair value of the market based portion of inducement awards are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market condition determined on the date of grant. The fair value of the time based portion of inducement awards are determined based on the average of the high and low common stock price on the day prior to the date of grant. Transactions related to inducement stock awards as of December 31, 2022 were as follows: Units Weighted-Average Grant Date Fair Value Outstanding December 31, 2021 30,856 $ 8.11 Vested (9,170) 2.21 Outstanding December 31, 2022 21,686 $ 10.61 The total fair value of inducement awards vesting was approximately $0.2 million in 2022 and 2021, respectively. The weighted average period over which inducement award compensation cost is expected to be recognized is 1.52 years. Non-Employee Director Compensation Plan Non-employee directors are paid an annual retainer of $102,000, and each director has the opportunity to elect to receive 100% of the retainer in restricted stock, which vest quarterly over a one year period. The number of restricted shares is determined by the average of the high and low sale price of the Company's stock on the day prior to the Annual Meeting of Shareholders. In 2022, the Company issued an aggregate of 17,173 shares of restricted stock to non-employee directors in lieu of $0.3 million of their annual cash retainer fees. The Company also issued an aggregate of 65,000 additional shares of restricted stock to the Company's Executive Chairman of the Board consisting of 15,000 restricted stock units and 50,000 performance stock units. The restricted stock units will vest 50% on the first and second anniversary of the award while the performance stock units vest upon the achievement of specific thirty-day volume weighted average price targets of the Company's common stock. The weighted average period over which the non-employee director award compensation expense is expected to be recognized is 2.04 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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 assets and liabilities are as follows at the respective year ends: (in thousands) 2022 2021 Deferred income tax assets: Inventory valuation reserves $ 963 $ 310 Inventory capitalization 907 1,207 Accrued bonus 150 680 State net operating loss carryforwards 1,572 1,606 Federal net operating loss carryforwards 1,088 890 Lease liabilities 7,744 8,069 Accrued Federal Insurance Contributions Act ("FICA") deferral — 155 Interest Limitation Carryforwards 555 — Intangible asset basis differences 3,262 2,980 Other 1,192 550 Total deferred income tax assets 17,433 16,447 Federal & State valuation allowance (1,371) (3,700) Total net deferred income tax assets 16,062 12,747 Deferred income tax liabilities: Fixed asset basis differences 7,184 7,276 Prepaid expenses 418 381 Lease assets 7,107 7,523 Total deferred income tax liabilities 14,709 15,180 Deferred income taxes, net $ 1,353 $ (2,433) Significant components of the provision for income taxes are as follows: (in thousands) 2022 2021 Current: Federal $ (189) $ 6,786 State 199 538 Total current 10 7,324 Deferred: Federal (3,657) (1,943) State (564) (128) Total deferred (4,221) (2,071) Total $ (4,211) $ 5,253 The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: (in thousands) 2022 2021 Amount % Amount % Tax at U.S. statutory rates $ 3,750 21.0 % $ 5,354 21.0 % State income taxes, net of federal tax benefit 226 1.3 % 371 1.5 % Federal and State valuation allowance (2,366) (13.2) % (539) (2.1) % Stock option compensation (173) (1.0) % (196) (0.8) % Executive compensation limitation — — % 59 0.2 % Transaction costs — — % 134 0.5 % Tax Benefits Associated with Palmer Closure (5,707) (32.0) % — — % Other nondeductible expenses 69 0.4 % 51 0.2 % Other, net (10) (0.1) % 19 0.1 % Total $ (4,211) (23.6) % $ 5,253 20.6 % The Company's effective tax rate for 2022 was less than the U.S. statutory rate of 21% primarily driven by tax benefits associated with losses on our investment in Palmer of Texas Tanks, Inc. and its ultimate wind down and closure and the release of valuation allowances on certain deferred tax assets, partially offset by state taxes. The tax benefits associated with the investment in Palmer relate to a deduction claimed for the tax basis in the Company’s stock in Palmer of Texas Tanks, Inc. The Company made income tax payments of $7.8 million and $1.6 million in 2022 and 2021, respectively. The Company has $5.2 million of U.S. Federal net operating loss carryforwards and $2.6 million of interest limitation carryforwards at the end of 2022 compared to $4.2 million of U.S. Federal net operating loss carryforwards and no interest limitation carryforwards at the end of 2021. The majority of our U.S. Federal net operating loss carryforwards were acquired in the DanChem acquisition and are subject to certain limitations under IRC Section 382. However, the Company believes that these losses are more likely than not to be utilized. In addition, on a gross basis the Company had state operating loss carryforwards of $37.2 million and $36.2 million at the end of 2022 and 2021, respectively. The majority of these losses will expire between the years of 2023 and 2040, while certain losses are not subject to expiration. In prior years, primarily due to the historical losses, the Company established valuation allowances against certain deferred tax assets. At each reporting date, the Company considers new and historical evidence, both positive and negative, that could affect its view of the future realization of its deferred tax assets. When the Company demonstrates that it can generate taxable income on a sustained basis, its conclusion can change regarding the need for a valuation allowance against its deferred tax assets. During the tax year ended December 31, 2022, the Company continued to generate pre-tax profits and as a result of sustained profitability evidenced by a strong earnings history and additional positive evidence, the Company determined it was more likely than not it would be able to support realization of certain deferred tax assets and released valuation allowances on deferred tax assets of $2.4 million. The remaining valuation allowances relate to certain U.S. state deferred tax assets that are not considered realizable based on the assessment of all available evidence as of December 31, 2022. 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 2019 or state examinations for years before 2018. The Company had no uncertain tax position activity during 2022 or 2021. 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 2022. On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which, among other things, implemented a CAMT of 15 percent on book income of certain large corporations, a one percent excise tax on net stock repurchases and several tax incentives to promote clean energy. The provision pertaining to an excise tax on corporate stock repurchases imposes a nondeductible one percent excise tax on a publicly traded corporation for the net value of certain stock that the corporation repurchases. The value of the repurchases subject to the tax is reduced by the value of any stock issued by the corporation during the tax year, including stock issued or provided to the employees. The CAMT imposes a minimum tax on net income adjusted for certain items prescribed by the legislation. Both the CAMT and the excise tax provisions of this |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except per share data) 2022 2021 Numerator: Net earnings $ 22,066 $ 20,245 Denominator: Denominator for basic earnings per share - weighted average shares 10,230 9,340 Effect of dilutive securities: Employee stock options and stock grants 180 116 Denominator for diluted earnings per share - weighted average shares 10,410 9,456 Net earnings per share: Basic $ 2.16 $ 2.17 Diluted $ 2.12 $ 2.14 |
Industry Segments
Industry Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments Ascent Industries Co. has two reportable segments: Tubular Products and Specialty Chemicals. The Tubular Products segment includes the operating results of the Company’s plants involved in the production and distribution of stainless steel, galvanized steel and seamless carbon pipe and tube. The Tubular Products segment includes the operating results of our Palmer business in Andrews, Texas currently held for sale, which will be removed from the segment beginning in 2023. The Tubular Products segment serves markets through pipe and tube and customers in the appliance, architectural, automotive and commercial transportation, brewery, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste-water treatment, liquid natural gas ("LNG"), food processing, pharmaceutical, oil and gas and other industries. The Specialty Chemicals segment includes the operating results of the Company’s plants involved in the production of specialty chemicals. The Specialty Chemicals segment produces products for the pulp and paper, coatings, adhesives, sealants and elastomers (CASE), textile, automotive, household, industrial and institutional ("HII"), agricultural, water and waste-water treatment, construction, oil and gas and other industries. The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measures being operating income and Adjusted earnings (loss) before interest, income taxes, depreciation and amortization. Adjusted earnings (loss) before interest, income taxes, depreciation and amortization excludes certain items that management believes are not indicative of future results. The accounting principles applied at the operating segment level are the same as those applied at the consolidated financial statement level. Intersegment sales and transfers are eliminated at the corporate consolidation level. The following table summarizes certain information regarding segments of the Company's operations: (in thousands) 2022 2021 Net sales Tubular Products $ 306,605 $ 267,238 Specialty Chemicals 107,542 67,477 $ 414,147 $ 334,715 Operating income Tubular Products $ 27,607 $ 33,561 Specialty Chemicals 6,971 3,656 34,578 37,217 Corporate Unallocated corporate expenses (12,997) (6,828) Acquisition costs and other (1,200) (1,001) Proxy contest costs and recoveries — (168) Earn-out adjustments 7 (1,872) Total Corporate (14,190) (9,869) Operating income 20,388 27,348 Interest expense 2,742 1,486 Change in fair value of interest rate swap — (2) Loss on extinguishment of debt — 223 Other income, net (209) 143 Income before income taxes $ 17,855 $ 25,498 Identifiable assets Tubular Products $ 158,664 $ 160,625 Specialty Chemicals 72,990 72,908 Corporate 37,389 32,469 $ 269,043 $ 266,002 Depreciation and amortization Tubular Products $ 7,906 $ 8,206 Specialty Chemicals 4,749 2,005 Corporate 62 130 $ 12,717 $ 10,341 Capital expenditures Tubular Products $ 3,756 $ 1,011 Specialty Chemicals 1,140 486 Corporate 178 — $ 5,074 $ 1,497 Sales by product group Fiberglass and steel liquid storage tanks and separation equipment $ 411 $ 1,343 Heavy wall seamless carbon steel pipe and tube 48,227 40,539 Stainless steel pipe and tube 222,892 186,651 Galvanized pipe and tube 35,075 38,705 Specialty chemicals 107,542 67,477 $ 414,147 $ 334,715 Geographic sales United States $ 403,956 $ 325,335 Elsewhere 10,191 9,380 $ 414,147 $ 334,715 |
Benefit Plans and Collective Ba
Benefit Plans and Collective Bargaining Agreements | 12 Months Ended |
Dec. 31, 2022 | |
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% of their wages with a maximum of $20,500 for 2022. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,500 per year for a maximum of $27,000 for 2022. Contributions by the employees are invested in one or more funds at the direction of the employee; however, employee contributions cannot be invested in Company stock. Contributions by the Company are made in 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 2022 and 2021 the maximum was 100% of employee contributions up to a maximum of 4% of their eligible compensation. The matching contribution is applied to the employee accounts after each payroll. Matching contributions of approximately $0.7 million were made for both 2022 and 2021. 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 2022 or 2021. The Company 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 "Brist ol CBA"). Employees could contribute to the Bristol Plan up to 60% of pretax annual compensation, as defined in the Bristol Plan, with a maximum of $20,500 for 2022. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,500 per year for a maximum of $27,000 for 2022. During 2022, the Company contributed 4% of a participant's eligible compensation regardless of whether the participants contribute to the Bristol Plan. During 2021, the Company contributed 3% of a participant's eligible compensation from January to July and increased the amount to 4% for the remainder of the plan year. The Company's contributions were $0.3 million for both 2022 and 2021. 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 2022 or 2021. The Company also has a 401(k) Plan (the "Virginia Plan") covering substantially all employees at the Virginia facility. Employees could contribute to the Virginia Plan up to a maximum of $20,500 for 2022. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,500 per year for a maximum of $27,000 for 2022. 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 2022 and 2021 the maximum was 100% of employee contributions up to the first 3% of their eligible compensation and 50% for employee contributions from 3% to 6%. The Company also maintains a Collective Bargaining Agreement (the "Virginia CBA") with the United Food and Commercial Workers, Local Union 400 (the "Virginia Union"), which represents employees at the Virginia facility and is required to make additional quarterly contributions for hourly employees who had a hire date prior to June 1, 2013. Matching contributions of approximately $0.4 million were made for 2022 and 2021 . The Company maintains a Collective Bargaining Agreement (the "Munhall CBA") with the United Steel Workers of America, Local Union 5852-22 (the "Munhall Union"), which represents the employees at the Munhall facility. 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 90% funded for the plan year ended December 31, 2021. Per the terms of the Munhall CBA the Company contributed 4.50% of each participant's eligible compensation for the 2022 plan year. Munhall Union employees make no contributions to the Munhall Plan. The Company's contributions to the Munhall Plan totaled $0.3 million and $0.2 million for the year ended December 31, 2022 and 2021, 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 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 $40,835 and $37,208 for 2022 and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesManagement 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. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
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 Other Deductions Balance at End of Period Year ended December 31, 2022 Deducted from asset account: Inventory reserves $ 1,272 $ 3,052 $ — $ (627) $ 3,697 Year ended December 31, 2021 Deducted from asset account: Inventory reserves $ 718 $ 1,649 $ 216 (a) $ (1,311) $ 1,272 (a) DanChem acquired reserve on October 22, 2021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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. Intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates - The preparation of the Company's financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment; intangible assets; the fair value of assets or liabilities acquired in a business combination; valuation allowances for receivables, inventories and deferred income tax assets and liabilities; environmental liabilities; liabilities for potential tax deficiencies; and, potential litigation claims and settlements. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying value of assets and liabilities that are readily available from other sources. Actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash levels in bank accounts that, at times, may exceed federally-insured limits. |
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 credit losses for expected uncollectible amounts. The allowance is based upon an analysis of accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivables balances, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. 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. Activity in the allowance for credit losses were as follows: (in thousands) 2022 2021 Balance at beginning of period $ 216 $ 496 Current period provision for expected credit losses 1,405 (68) Deductions from allowance (371) (330) Acquired allowance — 118 Balance at end of period $ 1,250 $ 216 |
Inventories | Inventories - Inventory is stated at the lower of cost or net realizable value ("LCNRV"). Cost is determined by either specific identification or weighted average methods. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost. This would indicate that an adjustment would be required. An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical price, is greater than the current selling price of that product. During the year ended December 31, 2022 and 2021, no significant LCNRV adjustments were required by our Specialty Chemicals segment. Stainless steel, both in its raw material (coil or plate) or finished goods (pipe and tube) state is purchased/sold using a base price plus an additional surcharge which is dependent on current nickel prices. As raw materials are purchased, it is priced to the Company based upon the surcharge at that date. When the selling price of the finished pipe is set for the customer, approximately three months later, the then-current nickel surcharge is used to determine the proper selling prices. An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge. During the years ended December 31, 2022, LCNRV adjustments of $0.5 million were required by our Tubular Products segment. During the year ended December 31, 2021 no significant LCNRV adjustments were required by our Tubular Products segment. 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% of the inventory cost less any estimated scrap proceeds. The Company reserved $3.5 million and $1.1 million as of December 31, 2022 and 2021, respectively. • Estimated quantity losses - |
Property, Plant and Equipment | Property, Plant and Equipment - Property, plant and equipment are stated at cost. Depreciation is determined based on the straight-line method over the estimated useful life of the assets. Substantially all depreciation is recorded within cost of goods sold on the consolidated statement of income. 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 - Business combinations are accounted for using the acquisition method of accounting. Under this method, the total consideration transferred to consummate the business combination 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 transaction. 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 and Intangible Assets | Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less fair value of liabilities assumed, in a business combination. The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level. Goodwill is not amortized but is evaluated for impairment at least annually on October 1 or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed. The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill. Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, based on discounted future cash flows, and a market approach, based on market multiples applied to free cash flow. If the fair value exceeds the carrying value, then no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any impairment identified is included within "goodwill impairment" in the consolidated statements of income. A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. During 2022 and 2021, goodwill was allocated to the Specialty Chemicals reporting unit. The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows: (in thousands) Specialty Chemicals Balance December 31, 2020 $ 1,355 Acquisitions 11,282 Balance December 31, 2021 12,637 PPA Revisions (1,248) Balance December 31, 2022 $ 11,389 During the third quarter of 2022, subsequent to the preliminary estimates of fair value of intangible assets acquired and liabilities assumed, management revised the initial estimate of the fair value of property, plant and equipment resulting in an increase of $1.6 million. As a result of this revision, goodwill was decreased by $1.2 million and the Company's deferred tax balances were increased $0.4 million. In addition, the change to the provisional amount resulted in an increase in depreciation expense and accumulated depreciation of $0.2 million of which $0.1 million relates to a previous reporting period. During the fourth quarter of 2022, subsequent to the preliminary estimates of fair value of intangible assets acquired and liabilities assumed, management finalized the values of deferred tax balances upon completion of the DanChem pre-acquisition tax returns. As a result, within the measurement period, the Company's deferred tax balances were decreased by $40,475 and goodwill was decreased by $40,475. We conducted our annual impairment test of the Specialty Chemicals reporting unit as of October 1, 2022. The Company performed a discounted cash flow analysis and a market multiple analysis for the Specialty Chemicals reporting unit. The discounted cash flow analysis included management assumptions for expected sales growth, capital expenditures and overall operational forecasts. the market multiple analysis included historical and projected performance, market capitalization, volatility and multiples for industry peers. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Specialty Chemicals reporting unit was greater than its carrying value and, as such, no goodwill impairment was necessary. During the fourth quarter of 2022, the Company determined potential indicators of impairment within the Specialty Chemicals reporting unit, with an associated goodwill balance of $11.4 million, existed. Significant decreases in the Company's stock price and performance relative to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform another quantitative evaluation of goodwill. As a result, the Company quantitatively evaluated the Specialty Chemicals reporting unit for impairment. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Specialty Chemicals reporting unit was above its carrying value and, as such, no goodwill impairment was necessary. Intangible Assets - Intangible assets consists of customer relationships, trademarks and trade names, and Other and represents the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful lives using either an accelerated or straight-line method over a period ranging from eight Amortization expense is recorded in selling, general and administrative expense on the consolidated statements of income. The weighted average amortization period for the customer relationships is approximately 12 years. The gross carrying amount and accumulated amortization of intangible assets consist of the following: 2022 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangible assets: Customer related $ 28,226 $ (18,437) $ 28,226 $ (14,486) Trademarks and trade names 150 (12) 150 (2) Other 500 (40) 500 (6) Total definite-lived intangible assets $ 28,876 $ (18,489) $ 28,876 $ (14,494) The Company recorded amortization expense related to intangible assets of $4.0 million and $2.8 million for 2022 and 2021, respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows: (in thousands) 2023 $ 1,580 2024 1,555 2025 1,384 2026 1,153 2027 973 Thereafter 3,742 Total $ 10,387 |
Deferred Charges | 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 and is recorded in interest expense on the consolidated statements of income. 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 year ended December 31, 2021. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value. Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as long-lived assets held-for-sale. An impairment loss is recorded for long-lived assets held-for-sale when the carrying amount of the asset exceeds its fair value less cost to sell. A long-lived asset is not depreciated while its classified as held-for-sale. |
Earn-Out Liabilities | Earn-Out Liabilities - In connection with the 2019 American Stainless acquisition, the Company is required to make quarterly earn-out payments to American Stainless for a period of three years following closing equal to six and one-half percent (6.5%) of ASTI’s revenue over the three-year earn-out period. These quarterly earn-out payments ended in 2022. In connection with the 2018 MUSA-Galvanized acquisition, 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. These quarterly earn-out payments ended in 2022. In connection with the 2017 MUSA-Stainless acquisition, 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). These quarterly earn-out payments ended in 2021. The fair value of the earn-out liabilities are 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 liabilities are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the consolidated statements of income. See Note 4 for additional information on the Company's earn-out liabilities. |
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. The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time. For certain contracts under which the Company produces product with no alternative use and for which the Company has an enforceable right to payment during the production cycle, product in which the material is customer owned or in which the customer simultaneously consumes the benefits throughout the production cycle, progress toward satisfying the performance obligation is measured using an output method of units produced. Certain customer arrangements consist of bill-and-hold characteristics under which transfer of control has been met (including the passing of title and significant risk and reward of ownership to the customers). Therefore, the customers can direct the use of the bill-and-hold inventory while we retain physical possession of the product until it is shipped to a customer at a point in time in the future. |
Shipping Costs | Shipping Costs - Shipping costs are treated as fulfillment activities at the time control and title of the promised good and services rendered are transferred to the customer. Shipping costs of approximately $11.2 million and $9.4 million in 2022 and 2021, respectively, are recorded in cost of goods sold on the consolidated statements of income. |
Share-Based Compensation | Share-Based Compensation - Share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statements of income 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 share-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. |
Earnings Per Share | Earnings Per Share - Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. |
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 consolidated balance sheets equal to the present value of the fixed lease payments over the lease term. 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. The Company does not separate lease and non-lease components for its underlying assets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, the Company's leases generally do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company's estimated incremental borrowing rate is utilized, determined on a fully collateralized and fully amortizing basis, to discount lease payments based on information available at lease commencement. The Company determines the appropriate incremental borrowing rate by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. Such adjustments include assuming the Store Capital lease would require two lenders with the secondary lender being secured on a second lien requiring mezzanine rates. Lease costs are recognized on a straight-line basis over the lease term. |
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. The Company monitors the financial institutions where it invests its cash and cash equivalents as well as performs credit reviews of potential customers when extending credit to purchase and periodic reviews of existing customers to mitigate exposure and risk. The Specialty Chemicals segment has one customer that accounted for approximately 21% of the segment's revenues for 2022 and 15% of the segment's revenues for 2021. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted - In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting." The ASU, and subsequent clarifications, provide practical expedients for contract modification accounting related to the transition away from the London Interbank Offered Rate (LIBOR) and other interbank offering rates to alternative reference rates. On December 21, 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 until December 31, 2024. The Company intends to use the expedients where needed for reference rate transition. The Company continues to evaluate this standard update and does not currently expect a material impact to the Company’s financial statements or disclosures. |
Fair Market Value | 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, accounts payable, notes payable, earn-out liabilities, revolving line of credit, and long-term debt. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Allowance for Credit Loss | Activity in the allowance for credit losses were as follows: (in thousands) 2022 2021 Balance at beginning of period $ 216 $ 496 Current period provision for expected credit losses 1,405 (68) Deductions from allowance (371) (330) Acquired allowance — 118 Balance at end of period $ 1,250 $ 216 |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows: (in thousands) Specialty Chemicals Balance December 31, 2020 $ 1,355 Acquisitions 11,282 Balance December 31, 2021 12,637 PPA Revisions (1,248) Balance December 31, 2022 $ 11,389 |
Schedule of Amortization Expense for Finite-lived Intangible Assets | Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows: (in thousands) 2023 $ 1,580 2024 1,555 2025 1,384 2026 1,153 2027 973 Thereafter 3,742 Total $ 10,387 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of intangible assets consist of the following: 2022 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangible assets: Customer related $ 28,226 $ (18,437) $ 28,226 $ (14,486) Trademarks and trade names 150 (12) 150 (2) Other 500 (40) 500 (6) Total definite-lived intangible assets $ 28,876 $ (18,489) $ 28,876 $ (14,494) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The table below summarizes the fair value of identifiable assets acquired and liabilities assumed in the Acquisition and the revisions made in 2022: (in thousands) October 22, 2021 Revisions December 31, 2022 Cash and cash equivalents $ 1,533 $ 1,533 Accounts receivable, net of allowance for credit losses of $118 5,358 5,358 Inventories, net 1,561 1,561 Prepaid expenses and other current assets 454 454 Property, plant and equipment, net 15,697 $ 1,594 17,291 Right of use asset, operating leases, net 208 208 Intangible assets, net 5,750 5,750 Total identifiable assets acquired 30,561 1,594 32,155 Accounts payable 1,751 1,751 Accrued expenses and other current liabilities 1,622 1,622 Current portion of operating lease liabilities 51 51 Current portion of finance lease liabilities 215 215 Deferred income taxes 2,542 346 2,888 Long-term portion of operating lease liabilities 157 157 Long-term portion of finance lease liabilities 1,408 1,408 Total identifiable liabilities assumed 7,746 346 8,092 Net identifiable assets acquired 22,815 1,248 24,063 Transaction price 34,097 34,097 Goodwill $ 11,282 $ (1,248) $ 10,034 |
Schedule of Business Acquisitions, by Acquisition | Total net sales and operating income for DanChem for the period from October 22, 2021 through December 31, 2022 were as follows: (in thousands) 2022 Period from Net sales $ 32,297 $ 5,692 Operating income $ 115 $ 621 |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the acquisition of DanChem as if it had occurred on January 1, 2021: (unaudited) Year Ended December 31, 2021 (in thousands, except per share data) Net sales $ 358,735 Net income 21,681 Basic net income per common share 2.32 Diluted net income per common share $ 2.29 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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. (in thousands) 2022 2021 Fiberglass and steel liquid storage tanks and separation equipment $ 411 $ 1,343 Heavy wall seamless carbon steel pipe and tube 48,227 40,539 Stainless steel pipe and tube 222,892 186,651 Galvanized pipe and tube 35,075 38,705 Specialty chemicals 107,542 67,477 Net sales $ 414,147 $ 334,715 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table represents the Company's revenue recognized at a point- in-time and over-time. (in thousands) 2022 2021 Point-in-time $ 387,498 $ 311,287 Over-time $ 26,649 $ 23,428 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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 December 31, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $1,961 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2022 - Future revenue projections $9.1M $9.1M |
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 2022 and 2021: (in thousands) MUSA-Galvanized American Stainless Total Balance December 31, 2021 $ 1,106 $ 855 $ 1,961 Earn-out payments during period (1,099) (855) $ (1,954) Changes in fair value during the period (7) — $ (7) Balance December 31, 2022 $ — $ — $ — |
Schedule of Assets Held for Sale | The assets classified as held for sale as of December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Inventory, net $ 198 $ 617 Property, plant and equipment, net 182 238 Assets held for sale $ 380 $ 855 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: (in thousands) 2022 2021 Land $ 723 $ 723 Leasehold improvements 4,114 4,641 Buildings 1,534 53 Machinery, fixtures and equipment 113,413 110,127 Construction-in-progress 3,270 1,900 123,054 117,444 Less accumulated depreciation and amortization (80,708) (73,724) Property, plant and equipment, net $ 42,346 $ 43,720 The following table sets forth depreciation expense related to property, plant and equipment: (in thousands) 2022 2021 Cost of sales $ 8,472 $ 7,293 Selling, general and administrative 250 254 Total depreciation $ 8,722 $ 7,547 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | (in thousands) 2022 2021 Revolving line of credit, due January 15, 2025 $ 67,442 $ 65,571 Term loan, due January 15, 2025 4,107 4,821 Total long-term debt 71,549 70,392 Less: Current portion of long-term debt (2,464) (2,464) Long-term debt, less current portion $ 69,085 $ 67,928 |
Schedule of Maturities of Long-term Debt | Principal payments on long-term debt are as follows (in thousands): 2023 $ 2,464 2024 2,464 2025 $ 66,621 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
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): Year Ended December 31, Classification Financial Statement Line Item 2022 2021 Operating lease assets Right-of-use assets, operating leases $ 29,224 $ 30,811 Finance lease assets Property, plant and equipment, net 1,494 1,640 Current liabilities Current portion of lease liabilities, operating leases 1,056 1,104 Current liabilities Current portion of lease liabilities, finance leases 280 233 Non-current liabilities Non-current portion of lease liabilities, operating leases 30,911 32,059 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,242 $ 1,414 |
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: Year Ended December 31, (in thousands) 2022 2021 Operating lease cost 1 $ 4,151 $ 4,099 Finance lease cost: Reduction in carrying amount of right-of-use assets 273 100 Interest on finance lease liabilities 36 11 Sublease income (187) — Total lease cost $ 4,273 $ 4,210 1 Includes short term leases, which are immaterial Year Ended December 31, 2022 2021 Weighted-average discount rate Operating leases 8.31 % 8.30 % Finance leases 2.32 % 2.27 % Weighted-average remaining lease term Operating leases 13.61 years 14.43 years Finance leases 6.06 years 7.07 years |
Schedule of Maturities For Operating Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of December 31, 2022 are as follows: (in thousands) Operating Finance 2023 $ 3,645 $ 311 2024 3,667 257 2025 3,687 244 2026 3,703 244 2027 3,765 244 Thereafter 36,151 327 Total undiscounted minimum future lease payments 54,618 1,627 Imputed Interest (22,651) (105) Total lease liabilities $ 31,967 $ 1,522 |
Schedule of Maturities For Finance Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of December 31, 2022 are as follows: (in thousands) Operating Finance 2023 $ 3,645 $ 311 2024 3,667 257 2025 3,687 244 2026 3,703 244 2027 3,765 244 Thereafter 36,151 327 Total undiscounted minimum future lease payments 54,618 1,627 Imputed Interest (22,651) (105) Total lease liabilities $ 31,967 $ 1,522 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (in thousands) 2022 2021 Salaries, wages, and commissions $ 2,344 $ 5,052 Income taxes — 3,212 Taxes, other than income taxes 1,217 889 Advances from customers 304 441 Insurance 553 517 Professional fees 505 527 Warranty reserve 59 40 Benefit plans 426 333 Customer rebate liability 194 379 Other accrued items 958 1,017 Total accrued expenses $ 6,560 $ 12,407 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Shares Repurchased | Shares repurchased for the year ended December 31, 2022 and 2021 were as follows: Year Ended December 31, 2022 2021 Number of shares repurchased 110,404 — Average price per share $ 12.16 $ — Total cost of shares repurchased $ 1,345,540 $ — |
Accounting for Share-Based Pa_2
Accounting for Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity in the Company’s Stock Option Plans | Transactions related to stock options for the year ended December 31, 2022 are summarized as follows: Weighted Options Weighted Intrinsic Outstanding at December 31, 2021 $ 13.04 143,828 6.0 $ 487,011 Exercised 9.67 (18,098) Canceled, forfeited, or expired 11.71 (7,588) Outstanding at December 31, 2022 $ 13.66 118,142 5.2 $ — Vested and expected to vest at December 31, 2022 1 $ 13.00 5,665 7.1 $ — Exercisable options $ 13.69 112,477 5.1 $ — 1 Includes outstanding vested and nonvested options |
Schedule of Stock Awards Plan Activity | Transactions related to restricted stock awards for the year ended December 31, 2022 are summarized as follows: Shares Weighted Average Nonvested at December 31, 2021 43,581 $ 9.82 Granted 72,110 18.19 Vested (24,641) 7.75 Forfeited (11,947) 13.33 Nonvested at December 31, 2022 79,103 $ 17.31 Units Weighted-Average Grant Date Fair Value Outstanding December 31, 2021 30,856 $ 8.11 Vested (9,170) 2.21 Outstanding December 31, 2022 21,686 $ 10.61 |
Schedule of Nonvested Performance- based Units Activity | The performance stock units are divided into tranches, each one vesting on the date the thirty-day volume-weighted average price of the Company's common stock `meets or exceeds the price target as set forth in the table below: Shares Volume Weighted Average Price Target Tranche I 9,663 $ 22.50 Tranche II 50,000 25.00 Tranche III 40,000 27.50 Tranche IV 30,000 30.00 Tranche V 30,000 $ 35.00 Transactions related to performance stock units for the year ended December 31, 2022 were as follows: Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2021 — $ — Granted 159,663 3.92 Outstanding at December 31, 2022 159,663 $ 3.92 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components Deferred Tax Liabilities | Significant components of the Company's deferred tax assets and liabilities are as follows at the respective year ends: (in thousands) 2022 2021 Deferred income tax assets: Inventory valuation reserves $ 963 $ 310 Inventory capitalization 907 1,207 Accrued bonus 150 680 State net operating loss carryforwards 1,572 1,606 Federal net operating loss carryforwards 1,088 890 Lease liabilities 7,744 8,069 Accrued Federal Insurance Contributions Act ("FICA") deferral — 155 Interest Limitation Carryforwards 555 — Intangible asset basis differences 3,262 2,980 Other 1,192 550 Total deferred income tax assets 17,433 16,447 Federal & State valuation allowance (1,371) (3,700) Total net deferred income tax assets 16,062 12,747 Deferred income tax liabilities: Fixed asset basis differences 7,184 7,276 Prepaid expenses 418 381 Lease assets 7,107 7,523 Total deferred income tax liabilities 14,709 15,180 Deferred income taxes, net $ 1,353 $ (2,433) |
Schedule of Components of Provision for Income Taxes | Significant components of the provision for income taxes are as follows: (in thousands) 2022 2021 Current: Federal $ (189) $ 6,786 State 199 538 Total current 10 7,324 Deferred: Federal (3,657) (1,943) State (564) (128) Total deferred (4,221) (2,071) Total $ (4,211) $ 5,253 |
Schedule of 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) 2022 2021 Amount % Amount % Tax at U.S. statutory rates $ 3,750 21.0 % $ 5,354 21.0 % State income taxes, net of federal tax benefit 226 1.3 % 371 1.5 % Federal and State valuation allowance (2,366) (13.2) % (539) (2.1) % Stock option compensation (173) (1.0) % (196) (0.8) % Executive compensation limitation — — % 59 0.2 % Transaction costs — — % 134 0.5 % Tax Benefits Associated with Palmer Closure (5,707) (32.0) % — — % Other nondeductible expenses 69 0.4 % 51 0.2 % Other, net (10) (0.1) % 19 0.1 % Total $ (4,211) (23.6) % $ 5,253 20.6 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of 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) 2022 2021 Numerator: Net earnings $ 22,066 $ 20,245 Denominator: Denominator for basic earnings per share - weighted average shares 10,230 9,340 Effect of dilutive securities: Employee stock options and stock grants 180 116 Denominator for diluted earnings per share - weighted average shares 10,410 9,456 Net earnings per share: Basic $ 2.16 $ 2.17 Diluted $ 2.12 $ 2.14 |
Industry Segments (Tables)
Industry Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes certain information regarding segments of the Company's operations: (in thousands) 2022 2021 Net sales Tubular Products $ 306,605 $ 267,238 Specialty Chemicals 107,542 67,477 $ 414,147 $ 334,715 Operating income Tubular Products $ 27,607 $ 33,561 Specialty Chemicals 6,971 3,656 34,578 37,217 Corporate Unallocated corporate expenses (12,997) (6,828) Acquisition costs and other (1,200) (1,001) Proxy contest costs and recoveries — (168) Earn-out adjustments 7 (1,872) Total Corporate (14,190) (9,869) Operating income 20,388 27,348 Interest expense 2,742 1,486 Change in fair value of interest rate swap — (2) Loss on extinguishment of debt — 223 Other income, net (209) 143 Income before income taxes $ 17,855 $ 25,498 Identifiable assets Tubular Products $ 158,664 $ 160,625 Specialty Chemicals 72,990 72,908 Corporate 37,389 32,469 $ 269,043 $ 266,002 Depreciation and amortization Tubular Products $ 7,906 $ 8,206 Specialty Chemicals 4,749 2,005 Corporate 62 130 $ 12,717 $ 10,341 Capital expenditures Tubular Products $ 3,756 $ 1,011 Specialty Chemicals 1,140 486 Corporate 178 — $ 5,074 $ 1,497 Sales by product group Fiberglass and steel liquid storage tanks and separation equipment $ 411 $ 1,343 Heavy wall seamless carbon steel pipe and tube 48,227 40,539 Stainless steel pipe and tube 222,892 186,651 Galvanized pipe and tube 35,075 38,705 Specialty chemicals 107,542 67,477 $ 414,147 $ 334,715 Geographic sales United States $ 403,956 $ 325,335 Elsewhere 10,191 9,380 $ 414,147 $ 334,715 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2022 USD ($) | Oct. 22, 2021 USD ($) | Jan. 15, 2021 | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) segment lender | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Line Items] | ||||||||
Number of reportable segments | segment | 2 | |||||||
Number of operating segments | segment | 2 | |||||||
Cost of sales | $ 357,614,000 | $ 273,949,000 | ||||||
Inventory | $ 114,452,000 | 114,452,000 | 103,249,000 | |||||
Income (loss) before income taxes | 17,855,000 | 25,498,000 | ||||||
Income tax provision (benefit) | (4,211,000) | 5,253,000 | ||||||
Net earnings | 22,066,000 | 20,245,000 | ||||||
Inventory write-down | 500,000 | 0 | ||||||
Goodwill | 11,389,000 | 11,389,000 | 12,637,000 | |||||
Goodwill impairment evaluation | 11,400,000 | 11,400,000 | ||||||
Goodwill impairment | $ 0 | 0 | ||||||
Accumulated Amortization | 18,489,000 | 18,489,000 | 14,494,000 | |||||
Amortization expense | $ 3,995,000 | 2,794,000 | ||||||
Deferred charges, estimated useful life | 4 years | |||||||
Loss on extinguishment of debt | $ 0 | 223,000 | ||||||
Deferred charges | 400,000 | |||||||
Accumulated amortization of deferred charges | 200,000 | 200,000 | 100,000 | |||||
Amortization of debt issuance costs | 99,000 | 95,000 | ||||||
Shipping costs | $ 11,200,000 | 9,400,000 | ||||||
Number of lenders assumed for lease | lender | 2 | |||||||
Sublease income | $ 187,000 | 0 | ||||||
MUSA-Galvanized | Earn-Out Payment | ||||||||
Accounting Policies [Line Items] | ||||||||
Period for which earn out payments will be received | 4 years | |||||||
Marcegalia USA, Inc. - Stainless | Earn-Out Payment | ||||||||
Accounting Policies [Line Items] | ||||||||
Period for which earn out payments will be received | 4 years | |||||||
DanChem Technologies, Inc. | ||||||||
Accounting Policies [Line Items] | ||||||||
Goodwill, period increase (decrease) | $ 1,200,000 | |||||||
Property, plant and equipment, revisions | 1,600,000 | $ 1,594,000 | ||||||
Deferred income taxes increase (decrease) | (40,475) | 400,000 | 346,000 | |||||
Depreciation expense | 200,000 | |||||||
Accumulated depreciation | $ 100,000 | |||||||
Goodwill | $ 11,282,000 | $ 10,034,000 | $ 10,034,000 | |||||
Weighted average amortization period for intangible assets | 15 years | |||||||
American Stainless | Earn-Out Payment | ||||||||
Accounting Policies [Line Items] | ||||||||
Period for which earn out payments will be received | 3 years | |||||||
Earn out payments, target percentage | 6.50% | 6.50% | ||||||
Revolving Line of Credit | The Credit Agreement | Line of Credit | ||||||||
Accounting Policies [Line Items] | ||||||||
Debt term | 4 years | |||||||
Customer List | ||||||||
Accounting Policies [Line Items] | ||||||||
Weighted average amortization period for intangible assets | 12 years | |||||||
Software Licenses | ||||||||
Accounting Policies [Line Items] | ||||||||
Useful life of property, plant and equipment | 5 years | |||||||
Obsolescence Reserve | ||||||||
Accounting Policies [Line Items] | ||||||||
Inventory reserves | $ 3,500,000 | $ 3,500,000 | 1,100,000 | |||||
Physical Inventory Shrink Reserve | ||||||||
Accounting Policies [Line Items] | ||||||||
Inventory reserves | 200,000 | $ 200,000 | 200,000 | |||||
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 | |||||||
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 | |||||||
Specialty Chemicals Segment | ||||||||
Accounting Policies [Line Items] | ||||||||
Goodwill | $ 11,389,000 | $ 11,389,000 | $ 12,637,000 | $ 1,355,000 | ||||
Specialty Chemicals Segment | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | One Customer | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 21% | 15% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Activity in the Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 216 | $ 496 |
Current period provision for expected credit losses | 1,405 | (68) |
Deductions from allowance | (371) | (330) |
Acquired allowance | 0 | 118 |
Balance at end of period | $ 1,250 | $ 216 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 12,637 | |
Goodwill, end of period | 11,389 | $ 12,637 |
Specialty Chemicals Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 12,637 | 1,355 |
Acquisitions | 11,282 | |
PPA Revisions | (1,248) | |
Goodwill, end of period | $ 11,389 | $ 12,637 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Gross Carrying Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 28,876 | $ 28,876 |
Accumulated Amortization | (18,489) | (14,494) |
Customer related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,226 | 28,226 |
Accumulated Amortization | (18,437) | (14,486) |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 150 | 150 |
Accumulated Amortization | (12) | (2) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 500 | 500 |
Accumulated Amortization | $ (40) | $ (6) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Amortization Expense of Finite Lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 1,580 |
2024 | 1,555 |
2025 | 1,384 |
2026 | 1,153 |
2027 | 973 |
Thereafter | 3,742 |
Total | $ 10,387 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Oct. 22, 2021 | Jan. 15, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Acquisition costs and other | $ 1,200,000 | $ 1,001,000 | ||||
Customer List | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average amortization period for intangible assets | 12 years | |||||
Base Rate | Revolving Line of Credit | Revolving line of credit, due January 15, 2025 | Line of Credit | ||||||
Business Acquisition [Line Items] | ||||||
Basis spread on variable rate | 0.50% | 0.50% | ||||
LIBOR | Revolving Line of Credit | Revolving line of credit, due January 15, 2025 | Line of Credit | ||||||
Business Acquisition [Line Items] | ||||||
Basis spread on variable rate | 1.50% | 1.50% | ||||
DanChem Technologies, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 34,100,000 | |||||
Cash acquired from acquisition | 1,500,000 | |||||
Business combination, purchase price funded by drawdown on revolving credit facility | 34,500,000 | |||||
Increase in property, plant and equipment | $ 1,600,000 | $ 1,594,000 | ||||
Decrease in goodwill | 1,200,000 | |||||
Deferred income taxes increase (decrease) | $ (40,475) | 400,000 | 346,000 | |||
Depreciation expense | 200,000 | |||||
Accumulated depreciation | $ 100,000 | |||||
Decrease in goodwill | 40,475 | |||||
Acquisition costs and other | 500,000 | $ 1,000,000 | ||||
Intangible assets, net | $ 5,750,000 | $ 5,750,000 | $ 5,750,000 | |||
Weighted average amortization period for intangible assets | 15 years | |||||
DanChem Technologies, Inc. | Customer List | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, net | $ 5,100,000 | |||||
DanChem Technologies, Inc. | Product Development Know-How | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, net | 500,000 | |||||
DanChem Technologies, Inc. | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, net | $ 200,000 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Identified and Liabilities Assumed (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 22, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Allowance for credit loss | $ 1,250,000 | $ 1,250,000 | $ 216,000 | $ 496,000 | ||
Goodwill | 11,389,000 | 11,389,000 | $ 12,637,000 | |||
DanChem Technologies, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | 1,533,000 | 1,533,000 | $ 1,533,000 | |||
Allowance for credit loss | 118,000 | 118,000 | 118,000 | |||
Accounts receivable, net of allowance for credit losses of $118 | 5,358,000 | 5,358,000 | 5,358,000 | |||
Inventories, net | 1,561,000 | 1,561,000 | 1,561,000 | |||
Prepaid expenses and other current assets | 454,000 | 454,000 | 454,000 | |||
Property, plant and equipment, net | 17,291,000 | 17,291,000 | 15,697,000 | |||
Property, plant and equipment, revisions | $ 1,600,000 | 1,594,000 | ||||
Right of use asset, operating leases, net | 208,000 | 208,000 | 208,000 | |||
Intangible assets, net | 5,750,000 | 5,750,000 | 5,750,000 | |||
Total identifiable assets acquired | 32,155,000 | 32,155,000 | 30,561,000 | |||
Accounts payable | 1,751,000 | 1,751,000 | 1,751,000 | |||
Accrued expenses and other current liabilities | 1,622,000 | 1,622,000 | 1,622,000 | |||
Current portion of operating lease liabilities | 51,000 | 51,000 | 51,000 | |||
Current portion of finance lease liabilities | 215,000 | 215,000 | 215,000 | |||
Deferred income taxes | 2,888,000 | 2,888,000 | 2,542,000 | |||
Deferred income taxes, revisions | (40,475) | $ 400,000 | 346,000 | |||
Long-term portion of operating lease liabilities | 157,000 | 157,000 | 157,000 | |||
Long-term portion of finance lease liabilities | 1,408,000 | 1,408,000 | 1,408,000 | |||
Total identifiable liabilities assumed | 8,092,000 | 8,092,000 | 7,746,000 | |||
Net identifiable assets acquired | 24,063,000 | 24,063,000 | 22,815,000 | |||
Transaction price | 34,097,000 | 34,097,000 | 34,097,000 | |||
Goodwill | 10,034,000 | 10,034,000 | $ 11,282,000 | |||
DanChem Technologies, Inc. | Revision of Prior Period, Adjustment | ||||||
Business Acquisition [Line Items] | ||||||
Total identifiable assets acquired | 1,594,000 | 1,594,000 | ||||
Total identifiable liabilities assumed | 346,000 | 346,000 | ||||
Net identifiable assets acquired | 1,248,000 | 1,248,000 | ||||
Goodwill | $ (1,248,000) | $ (1,248,000) |
Acquisitions - Schedule of Fina
Acquisitions - Schedule of Financial Information (Details) - DanChem Technologies, Inc. - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 5,692 | $ 32,297 |
Operating income | $ 621 | $ 115 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - DanChem Technologies, Inc. $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Net sales | $ | $ 358,735 |
Net income | $ | $ 21,681 |
Net earnings per share: | |
Basic (in dollars per share) | $ / shares | $ 2.32 |
Diluted (in dollars per share) | $ / shares | $ 2.29 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue by Product Group (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 414,147 | $ 334,715 |
Fiberglass and steel liquid storage tanks and separation equipment | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 411 | 1,343 |
Heavy wall seamless carbon steel pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 48,227 | 40,539 |
Stainless steel pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 222,892 | 186,651 |
Galvanized pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 35,075 | 38,705 |
Specialty chemicals | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 107,542 | $ 67,477 |
Revenue Recognition - Revenue R
Revenue Recognition - Revenue Recognized at a Point- in-Time and Over-Time (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 414,147 | $ 334,715 |
Transferred at Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 387,498 | 311,287 |
Transferred over Time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 26,649 | $ 23,428 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Unrealized gain (loss) included in OCI | $ 0 | |
Asset impairment | 0 | $ 233,000 |
Depreciation and amortization | 12,717,000 | $ 10,341,000 |
Lessor, operating lease, sublease, annual base rent | $ 500,000 | |
Lessor, operating lease, sublease, annual increase in base rent, percentage | 2% | |
Security deposit | $ 100,000 | |
Restructuring and Related Cost, Accelerated Depreciation | $ 900,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement of Contingent Consideration (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Measurement Input, Discount Rate | Maximum | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value measurement input | $ 9,100 |
Measurement Input, Discount Rate | Weighted Average | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate applied to earn-out payments | 0.05 |
Fair value measurement input | $ 9,100 |
Level 3 Inputs | |
Defined Benefit Plan Disclosure [Line Items] | |
Business combination, contingent consideration, liability | $ 1,961 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Company's Earn-Out Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Earn-out payments during period | $ 1,292 | $ 3,494 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | |
Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,961 | |
Earn-out payments during period | (1,954) | |
Changes in fair value during the period | (7) | |
Ending balance | 0 | 1,961 |
MUSA-Galvanized | Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,106 | |
Earn-out payments during period | (1,099) | |
Changes in fair value during the period | (7) | |
Ending balance | 0 | 1,106 |
American Stainless | Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 855 | |
Earn-out payments during period | (855) | |
Changes in fair value during the period | 0 | |
Ending balance | $ 0 | $ 855 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets Held for Sale (Details) - Discontinued Operations, Held-for-sale - Palmer Facility - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Inventory, net | $ 198 | $ 617 |
Property, plant and equipment, net | 182 | 238 |
Assets held for sale | $ 380 | $ 855 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 123,054 | $ 117,444 |
Less accumulated depreciation and amortization | (80,708) | (73,724) |
Property, plant and equipment, net | 42,346 | 43,720 |
Total depreciation | 8,722 | 7,547 |
Cost of sales | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation | 8,472 | 7,293 |
Selling, general and administrative | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation | 250 | 254 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 723 | 723 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 4,114 | 4,641 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 1,534 | 53 |
Machinery, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 113,413 | 110,127 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 3,270 | $ 1,900 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Oct. 22, 2021 | Jan. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 06, 2022 | |
Line of Credit Facility [Line Items] | |||||
Interest | $ 2,230,000 | $ 1,315,000 | |||
Minimum amount of availability required to be had under facility | $ 7,500,000 | ||||
Covenant required percentage | 10% | ||||
Revolving Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Interest | $ 2,600,000 | 1,400,000 | |||
Line of Credit | Revolving Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, average outstanding amount | $ 71,000,000 | $ 61,900,000 | |||
Line of credit, weighted average interest rate | 3.67% | 2.23% | |||
Revolving line of credit, due January 15, 2025 | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Initial borrowing capacity | $ 110,000,000 | ||||
Revolving line of credit, due January 15, 2025 | Line of Credit | Revolving Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Stated interest rate | 5.18% | 2.29% | |||
Debt term | 4 years | ||||
Line of credit, maximum borrowing capacity | $ 150,000,000 | ||||
Initial borrowing capacity | 105,000,000 | $ 10,500,000 | |||
Line of credit, remaining availability | $ 37,600,000 | ||||
Revolving line of credit, due January 15, 2025 | Line of Credit | Delayed Draw Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Initial borrowing capacity | 5,000,000 | ||||
Line of credit quarterly payments | 200,000 | ||||
Revolving line of credit, due January 15, 2025 | Line of Credit | Machinery and Equipment Sub-Limit | |||||
Line of Credit Facility [Line Items] | |||||
Initial borrowing capacity | 17,500,000 | ||||
Line of credit quarterly payments | $ 400,000 | ||||
Revolving line of credit, due January 15, 2025 | Line of Credit | LIBOR | Revolving Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.50% | 1.50% | |||
Revolving line of credit, due January 15, 2025 | Line of Credit | LIBOR | Delayed Draw Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 1.65% | ||||
Revolving line of credit, due January 15, 2025 | Line of Credit | Base Rate | Revolving Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 0.50% | 0.50% | |||
Term loan, due January 15, 2025 | Secured Debt | |||||
Line of Credit Facility [Line Items] | |||||
Stated interest rate | 6.38% | 1.90% | |||
Notes Payable to Banks | |||||
Line of Credit Facility [Line Items] | |||||
Principal amount of debt | $ 1,000,000 | ||||
Stated interest rate | 2.77% | ||||
Short-Term Debt | $ 400,000 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 71,549 | $ 70,392 |
Less: Current portion of long-term debt | (2,464) | (2,464) |
Long-term debt, less current portion | 69,085 | 67,928 |
Revolving line of credit, due January 15, 2025 | Revolving Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 67,442 | 65,571 |
Term loan, due January 15, 2025 | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 4,107 | $ 4,821 |
Debt - Schedule Of Maturities o
Debt - Schedule Of Maturities of Long Term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 2,464 |
2024 | 2,464 |
2025 | $ 66,621 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
Operating lease liability related to sale leaseback transactions | $ 31,500 | |
Sale leaseback liabilities as a percentage of total operating lease liabilities | 94% | |
Right-of-use assets, operating leases, net | $ 29,224 | $ 30,811 |
Total lease liabilities | 1,522 | |
Right-of-use asset obtained in exchange for operating lease liability | 200 | |
DanChem Leases | ||
Operating Leased Assets [Line Items] | ||
Right-of-use assets, operating leases, net | 300 | |
Total lease liabilities | $ 2,900 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Recorded in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets, operating leases | $ 29,224 | $ 30,811 |
Property, plant and equipment, net | 1,494 | 1,640 |
Current portion of lease liabilities, operating leases | 1,056 | 1,104 |
Current portion of lease liabilities, finance leases | 280 | 233 |
Non-current portion of lease liabilities, operating leases | 30,911 | 32,059 |
Non-current portion of lease liabilities, finance leases | $ 1,242 | $ 1,414 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net |
Leases - Schedule of Total Leas
Leases - Schedule of Total Leases Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 4,151 | $ 4,099 |
Finance lease cost: | ||
Reduction in carrying amount of right-of-use assets | 273 | 100 |
Interest on finance lease liabilities | 36 | 11 |
Sublease income | (187) | 0 |
Total lease cost | $ 4,273 | $ 4,210 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities After Adoption of 842 (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating | |
2023 | $ 3,645 |
2024 | 3,667 |
2025 | 3,687 |
2026 | 3,703 |
2027 | 3,765 |
Thereafter | 36,151 |
Total undiscounted minimum future lease payments | 54,618 |
Imputed Interest | (22,651) |
Total lease liabilities | 31,967 |
Finance | |
2023 | 311 |
2024 | 257 |
2025 | 244 |
2026 | 244 |
2027 | 244 |
Thereafter | 327 |
Total undiscounted minimum future lease payments | 1,627 |
Imputed Interest | (105) |
Total lease liabilities | $ 1,522 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease Term and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted-average discount rate | ||
Operating leases | 8.31% | 8.30% |
Finance leases | 2.32% | 2.27% |
Weighted-average remaining lease term | ||
Operating leases | 13 years 7 months 9 days | 14 years 5 months 4 days |
Finance leases | 6 years 21 days | 7 years 25 days |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Salaries, wages, and commissions | $ 2,344 | $ 5,052 |
Income taxes | 0 | 3,212 |
Taxes, other than income taxes | 1,217 | 889 |
Advances from customers | 304 | 441 |
Insurance | 553 | 517 |
Professional fees | 505 | 527 |
Warranty reserve | 59 | 40 |
Benefit plans | 426 | 333 |
Customer rebate liability | 194 | 379 |
Other accrued items | 958 | 1,017 |
Accrued expenses and other current liabilities | $ 6,560 | $ 12,407 |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Repurchase Program (Details) - $ / shares | Feb. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Equity, Class of Treasury Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 | |
Common stock, par value (in dollars per share) | $ 1 | $ 1 | |
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] | |||
Number of shares authorized to be repurchased (in shares) | 790,383 | 679,979 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Shares Repurchased (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of shares repurchased (in shares) | 110,404 | 0 |
Average price per share (in dollars per share) | $ 12.16 | $ 0 |
Total cost of shares repurchased | $ 1,345,540 | $ 0 |
Shareholders' Equity - Rights O
Shareholders' Equity - Rights Offering (Details) - Subscription Right $ / shares in Units, $ in Millions | Nov. 16, 2021 USD ($) $ / shares shares |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0.083768 |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 12.75 |
Class of warrant or right, outstanding | 785,103 |
Proceeds from rights exercised | $ | $ 10 |
Shareholders' Equity - Dividend
Shareholders' Equity - Dividends (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Payment of dividends (in dollars per share) | $ 0 | $ 0 |
Accounting for Share-Based Pa_3
Accounting for Share-Based Payments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 10, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized (in shares) | 800,000 | ||
Options available (in shares) | 700,000 | ||
Compensation expense | $ 1,400 | $ 800 | |
Total unrecognized compensation cost | 1,500 | ||
2023 | 1,000 | ||
2024 | 400 | ||
Thereafter | $ 100 | ||
Nonvested award, cost not yet recognized, period for recognition | 2 years 14 days | ||
Issuance of common stock from the treasury (in shares) | 86,274 | 191,673 | |
Non Employee Director | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested award, cost not yet recognized, period for recognition | 2 years 14 days | ||
Vesting period | 1 year | ||
Noninterest expense directors fees | $ 102 | ||
Maximum annual retainer percent | 100% | ||
Stock issued during period, shares, restricted stock award | 17,173 | ||
Stock issued during period, value, restricted stock award | $ 300 | ||
Board of Directors Chairman | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock from the treasury (in shares) | 65,000 | ||
Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested award, cost not yet recognized, period for recognition | 2 years 3 months 21 days | ||
Vesting period | 3 years | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 18.19 | ||
Stock Awards | Tranche I | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 66.66% | ||
Stock Awards | Tranche II | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 33.33% | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested award, cost not yet recognized, period for recognition | 2 years 2 months 12 days | ||
Target period for vesting | 3 years | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 3.92 | $ 0.69 | |
Options, vested in period, fair value | $ 1,100 | ||
Inducement Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested award, cost not yet recognized, period for recognition | 1 year 6 months 7 days | ||
Options, vested in period, fair value | $ 200 | ||
Inducement Awards | Tranche I | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 50% | ||
Inducement Awards | Tranche II | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 50% | ||
Vesting period | 3 years | ||
Restricted Stock Units (RSUs) | Non Employee Director | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock from the treasury (in shares) | 15,000 | ||
Phantom Share Units (PSUs) | Non Employee Director | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of common stock from the treasury (in shares) | 50,000 | ||
2011 Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 10 years | ||
Period after grant date, awards vesting begins | 1 year | ||
2011 Plan | Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 20% | ||
2011 Plan | Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 33% | ||
2015 Stock Awards Plan | Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 100% | ||
Period after grant date, awards vesting begins | 1 year | ||
2015 Stock Awards Plan | Stock Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 20% | ||
2015 Stock Awards Plan | Stock Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 33% |
Accounting for Share-Based Pa_4
Accounting for Share-Based Payments - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of year, weighted average exercise price (in dollars per share) | $ 13.04 | |
Exercised, weighted average exercise price (in dollars per share) | 9.67 | |
Canceled, forfeited, or expired, weighted average exercise price (in dollars per share) | 11.71 | |
Outstanding, end of year, weighted average exercise price (in dollars per share) | 13.66 | $ 13.04 |
Vested and expected to vest, weighted average exercise price (in dollars per share) | 13 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 13.69 | |
Options Outstanding | ||
Outstanding, beginning of year (in shares) | 143,828 | |
Exercised (in shares) | (18,098) | (13,174) |
Canceled, forfeited, or expired (in shares) | (7,588) | |
Outstanding, end of year (in shares) | 118,142 | 143,828 |
Vested and expected to vest (in shares) | 5,665 | |
Exercisable (in shares) | 112,477 | |
Options outstanding, weighted average contractual term | 5 years 2 months 12 days | 6 years |
Options expected to vest, weighted average contractual term (years) | 7 years 1 month 6 days | |
Options exercisable, weighted average contractual term | 5 years 1 month 6 days | |
Options outstanding, intrinsic value | $ 0 | $ 487,011 |
Option Vested and expected to vest, intrinsic value | 0 | |
Options exercisable, intrinsic value | $ 0 |
Accounting for Share-Based Pa_5
Accounting for Share-Based Payments - Stock Award Activity (Details) - Stock Awards | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
Outstanding, beginning of the year (in shares) | shares | 43,581 |
Granted (in shares) | shares | 72,110 |
Vested (in shares) | shares | (24,641) |
Forfeited (in shares) | shares | (11,947) |
Outstanding, ending of the year (in shares) | shares | 79,103 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning of the year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 9.82 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 18.19 |
Options vested, grant date fair value (dollars per share) | $ / shares | 7.75 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 13.33 |
Outstanding, end of the year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 17.31 |
Accounting for Share-Based Pa_6
Accounting for Share-Based Payments - Performance-based Stock Awards (Details) - Performance Shares - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Units | ||
Outstanding, beginning of the year (in shares) | 0 | |
Granted (in shares) | 159,663 | |
Outstanding, ending of the year (in shares) | 159,663 | 0 |
Weighted-Average Grant Date Fair Value | ||
Outstanding, beginning of the year, weighted average grant date fair value (in dollars per share) | $ 0 | |
Options granted, weighted average fair value (in dollars per share) | 3.92 | $ 0.69 |
Outstanding, end of the year, weighted average grant date fair value (in dollars per share) | $ 3.92 | $ 0 |
Tranche I | ||
Units | ||
Equity instruments other options, vested in period (in shares) | 9,663 | |
Weighted-Average Grant Date Fair Value | ||
Volume Weighted Average Price Target | $ 22.50 | |
Tranche II | ||
Units | ||
Equity instruments other options, vested in period (in shares) | 50,000 | |
Weighted-Average Grant Date Fair Value | ||
Volume Weighted Average Price Target | $ 25 | |
Tranche III | ||
Units | ||
Equity instruments other options, vested in period (in shares) | 40,000 | |
Weighted-Average Grant Date Fair Value | ||
Volume Weighted Average Price Target | $ 27.50 | |
Tranche IV | ||
Units | ||
Equity instruments other options, vested in period (in shares) | 30,000 | |
Weighted-Average Grant Date Fair Value | ||
Volume Weighted Average Price Target | $ 30 | |
Tranche V | ||
Units | ||
Equity instruments other options, vested in period (in shares) | 30,000 | |
Weighted-Average Grant Date Fair Value | ||
Volume Weighted Average Price Target | $ 35 |
Accounting for Share-Based Pa_7
Accounting for Share-Based Payments - Inducement Awards (Details) - Inducement Awards | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Units | |
Outstanding, beginning of the year (in shares) | shares | 30,856 |
Vested (in shares) | shares | (9,170) |
Outstanding, ending of the year (in shares) | shares | 21,686 |
Weighted-Average Grant Date Fair Value | |
Outstanding, beginning of the year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.11 |
Options vested, grant date fair value (dollars per share) | $ / shares | 2.21 |
Outstanding, end of the year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 10.61 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Inventory valuation reserves | $ 963 | $ 310 |
Inventory capitalization | 907 | 1,207 |
Accrued bonus | 150 | 680 |
State net operating loss carryforwards | 1,572 | 1,606 |
Federal net operating loss carryforwards | 1,088 | 890 |
Lease liabilities | 7,744 | 8,069 |
Accrued Federal Insurance Contributions Act ("FICA") deferral | 0 | 155 |
Interest Limitation Carryforwards | 555 | 0 |
Intangible asset basis differences | 3,262 | 2,980 |
Other | 1,192 | 550 |
Total deferred income tax assets | 17,433 | 16,447 |
Federal & State valuation allowance | (1,371) | (3,700) |
Total net deferred income tax assets | 16,062 | 12,747 |
Deferred income tax liabilities: | ||
Fixed asset basis differences | 7,184 | 7,276 |
Prepaid expenses | 418 | 381 |
Lease assets | 7,107 | 7,523 |
Total deferred income tax liabilities | 14,709 | 15,180 |
Deferred income taxes, net | $ 1,353 | |
Deferred income taxes, net | $ (2,433) |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ (189) | $ 6,786 |
State | 199 | 538 |
Total current | 10 | 7,324 |
Deferred: | ||
Federal | (3,657) | (1,943) |
State | (564) | (128) |
Total deferred | (4,221) | (2,071) |
Total | $ (4,211) | $ 5,253 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense Reconciliation | ||
Tax at U.S. statutory rates | $ 3,750 | $ 5,354 |
State income taxes, net of federal tax benefit | 226 | 371 |
Federal and State valuation allowance | (2,366) | (539) |
Stock option compensation | (173) | (196) |
Executive compensation limitation | 0 | 59 |
Transaction costs | 0 | 134 |
Tax Benefits Associated with Palmer Closure | (5,707) | 0 |
Other nondeductible expenses | 69 | 51 |
Other, net | (10) | 19 |
Total | $ (4,211) | $ 5,253 |
Effective Tax Rate Reconciliation | ||
Tax at U.S. statutory rates | 21% | 21% |
State income taxes, net of federal tax benefit | 1.30% | 1.50% |
Federal and State valuation allowance | (13.20%) | (2.10%) |
Stock option compensation | (1.00%) | (0.80%) |
Executive compensation limitation | 0% | 0.20% |
Transaction costs | 0% | 0.50% |
Tax Benefits Associated with Palmer Closure | (32.00%) | 0% |
Other nondeductible expenses | 0.40% | 0.20% |
Other, net | (0.10%) | 0.10% |
Total | (23.60%) | 20.60% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosures [Line Items] | ||
Income tax payments | $ 7.8 | $ 1.6 |
Interest limitation carryforwards | 2.6 | |
Decrease in valuation allowance during the period | 2.4 | |
Federal | ||
Income Tax Disclosures [Line Items] | ||
Net operating loss carryforwards | 5.2 | 4.2 |
State Jurisdiction | ||
Income Tax Disclosures [Line Items] | ||
Net operating loss carryforwards | $ 37.2 | $ 36.2 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net earnings | $ 22,066 | $ 20,245 |
Denominator: | ||
Denominator for basic earnings (loss) per share - weighted average shares (in shares) | 10,230 | 9,340 |
Effect of dilutive securities: | ||
Employee stock options and stock grants (shares) | 180 | 116 |
Denominator for diluted earnings (loss) per share - weighted average shares (in shares) | 10,410 | 9,456 |
Net earnings per share: | ||
Basic (in dollars per share) | $ 2.16 | $ 2.17 |
Diluted (in dollars per share) | $ 2.12 | $ 2.14 |
Antidilutive securities excluded from earnings per share calculation (in shares) | 100 |
Industry Segments - Narrative (
Industry Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Industry Segments - Segment Inf
Industry Segments - Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 414,147 | $ 334,715 |
Operating income | 20,388 | 27,348 |
Unallocated corporate expenses | 34,952 | 30,144 |
Acquisition costs and other | 1,200 | 1,001 |
Proxy contest costs and recoveries | 0 | (168) |
Earn-out adjustments | (7) | 1,872 |
Interest expense | 2,742 | 1,486 |
Change in fair value of interest rate swap | 0 | (2) |
Loss on extinguishment of debt | 0 | 223 |
Other income, net | (209) | 143 |
Income before income taxes | 17,855 | 25,498 |
Identifiable assets | 269,043 | 266,002 |
Depreciation and amortization | 12,717 | 10,341 |
Capital expenditures | 5,074 | 1,497 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net sales | 403,956 | 325,335 |
Non-US | ||
Segment Reporting Information [Line Items] | ||
Net sales | 10,191 | 9,380 |
Fiberglass and steel liquid storage tanks and separation equipment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 411 | 1,343 |
Fiberglass and steel liquid storage tanks and separation equipment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 1,343 | |
Heavy wall seamless carbon steel pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 48,227 | 40,539 |
Heavy wall seamless carbon steel pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 40,539 | |
Stainless steel pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 222,892 | 186,651 |
Stainless steel pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 186,651 | |
Galvanized pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 35,075 | 38,705 |
Galvanized pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 38,705 | |
Specialty chemicals | ||
Segment Reporting Information [Line Items] | ||
Net sales | 107,542 | 67,477 |
Specialty chemicals | ||
Segment Reporting Information [Line Items] | ||
Net sales | 67,477 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 34,578 | 37,217 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Unallocated corporate expenses | (12,997) | (6,828) |
Acquisition costs and other | (1,200) | (1,001) |
Earn-out adjustments | 7 | (1,872) |
Total Corporate | (14,190) | (9,869) |
Identifiable assets | 37,389 | 32,469 |
Depreciation and amortization | 62 | 130 |
Capital expenditures | 178 | 0 |
Tubular Products | ||
Segment Reporting Information [Line Items] | ||
Net sales | 306,605 | 267,238 |
Tubular Products | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 27,607 | 33,561 |
Identifiable assets | 158,664 | 160,625 |
Depreciation and amortization | 7,906 | 8,206 |
Capital expenditures | 3,756 | 1,011 |
Specialty chemicals | ||
Segment Reporting Information [Line Items] | ||
Net sales | 107,542 | 67,477 |
Specialty chemicals | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 6,971 | 3,656 |
Identifiable assets | 72,990 | 72,908 |
Depreciation and amortization | 4,749 | 2,005 |
Capital expenditures | $ 1,140 | $ 486 |
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, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employee maximum contribution percentage | 100% | |
Employee maximum contribution amount | $ 20,500 | |
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | |
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,500 | |
Employee maximum contribution eligible under economic growth and tax relief reconciliation act | $ 27,000 | |
Employer maximum contribution percentage match | 100% | 100% |
Matching percentage by employer of employees' gross pay | 4% | 4% |
Matching contributions made by employer | $ 700,000 | $ 700,000 |
Employer discretionary contribution | $ 0 | $ 0 |
Benefit Plans and Collective _3
Benefit Plans and Collective Bargaining Agreements - United Steelworkers Narrative (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Total employer contributions to plans under collective-bargaining arrangements | $ 40,835 | $ 37,208 | ||
Maximum | Other Pension, Postretirement and Supplemental Plans | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contributions to defined benefit plans | $ 300,000 | $ 200,000 | ||
Funding percentage under defined benefit plans | 90% | 90% | ||
Employer contribution percentage of each participant's eligible compensation | 4.50% | |||
401(k) and Profit Sharing Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employee maximum contribution percentage | 60% | |||
Employee maximum contribution amount | $ 20,500 | |||
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | |||
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,500 | |||
Employer contribution as a percentage of participant's eligible compensation | 4% | |||
Matching percentage by employer of employees' gross pay | 4% | 3% | ||
Employer contributions to defined benefit plans | $ 300,000 | $ 300,000 | ||
Employer discretionary contribution | $ 0 | $ 0 |
Benefit Plans and Collective _4
Benefit Plans and Collective Bargaining Agreements - DanChem Facility Narrative (Details) - DanChem Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employee maximum contribution amount | $ 20,500 | |
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | |
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,500 | |
Employer discretionary contribution | $ 400,000 | |
Defined Contribution Plan, Tranche One | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer maximum contribution percentage match | 100% | 100% |
Matching percentage by employer of employees' gross pay | 3% | 3% |
Defined Contribution Plan, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer maximum contribution percentage match | 50% | 50% |
Minimum | Defined Contribution Plan, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Matching percentage by employer of employees' gross pay | 3% | 3% |
Maximum | Defined Contribution Plan, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Matching percentage by employer of employees' gross pay | 6% | 6% |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - Inventory reserves - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 1,272 | $ 718 |
Charged to (Reduction of) Cost and Expenses | 3,052 | 1,649 |
Other | 0 | 216 |
Deductions | (627) | (1,311) |
Balance at End of Period | $ 3,697 | $ 1,272 |