Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Synalloy Corporation | |
Entity Central Index Key | 95,953 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,757,434 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 18,749 | $ 14,706 |
Accounts receivable, less allowance for doubtful accounts of $6,376 and $35,000, respectively | 34,788,248 | 28,704,481 |
Inventories, net | 82,848,802 | 72,125,181 |
Prepaid expenses and other current assets | 6,253,721 | 6,802,072 |
Total current assets | 123,909,520 | 107,646,440 |
Property, plant and equipment, net of accumulated depreciation of $51,822,397 and $50,451,436 respectively | 35,532,103 | 35,080,009 |
Goodwill | 6,003,525 | 6,003,525 |
Intangible assets, net of accumulated amortization of $11,139,502 and $10,568,479 respectively | 10,309,498 | 10,880,521 |
Deferred charges, net and other non-current assets | 235,210 | 263,655 |
Total assets | 175,989,856 | 159,874,150 |
Current liabilities | ||
Accounts payable | 29,416,907 | 24,256,812 |
Accrued expenses | 7,737,008 | 8,993,454 |
Total current liabilities | 37,153,915 | 33,250,266 |
Long-term debt | 34,274,134 | 25,913,557 |
Deferred income taxes | 794,630 | 635,910 |
Long-term deferred gain, sale-leaseback | 5,849,782 | 5,933,350 |
Long-term portion of earn-out liability | 2,881,879 | 3,170,099 |
Other long-term liabilities | 1,307,807 | 1,270,542 |
Shareholders' equity | ||
Common stock, par value $1 per share - authorized 24,000,000 shares; issued 10,300,000 shares | 10,300,000 | 10,300,000 |
Capital in excess of par value | 35,170,363 | 35,193,152 |
Retained earnings | 61,953,682 | 58,129,382 |
Accumulated other comprehensive loss | 0 | (10,864) |
Shareholders' equity before treasury stock | 107,424,045 | 103,611,670 |
Less cost of common stock in treasury: 1,542,565 and 1,566,769 shares, respectively | 13,696,336 | 13,911,244 |
Total shareholders' equity | 93,727,709 | 89,700,426 |
Commitments and contingencies – See Note 12 | ||
Total liabilities and shareholders' equity | $ 175,989,856 | $ 159,874,150 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) - (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Accounts receivable, allowance for doubtful accounts | $ 6,376 | $ 35,000 |
Property, plant and equipment, accumulated depreciation | 51,822,397 | 50,451,436 |
Intangible assets, accumulated amortization | $ 11,139,502 | $ 10,568,479 |
Shareholders' equity | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares issued (in shares) | 10,300,000 | 10,300,000 |
Common stock in treasury, at cost (in shares) | 1,542,565 | 1,566,769 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net sales | $ 58,480,602 | $ 42,203,579 |
Cost of sales | 47,247,183 | 34,800,000 |
Gross profit | 11,233,419 | 7,403,579 |
Selling, general and administrative expense | 5,856,120 | 5,888,675 |
Acquisition related costs | 0 | 358,477 |
Operating income | 5,377,299 | 1,156,427 |
Other expense (income) | ||
Interest expense | 313,984 | 180,315 |
Change in fair value of interest rate swaps | (73,204) | (41,430) |
Earn-out adjustment | 154,060 | 0 |
Other, net | 88,296 | (34,395) |
Income before income taxes | 4,894,163 | 1,051,937 |
Provision for income taxes | 1,059,000 | 316,000 |
Net income | $ 3,835,163 | $ 735,937 |
Net income per common share: | ||
Basic (in dollars shares) | $ 0.44 | $ 0.08 |
Diluted (in dollars shares) | $ 0.44 | $ 0.08 |
Weighted average shares outstanding: | ||
Basic (in shares) | 8,745,958 | 8,673,799 |
Dilutive effect from stock options and grants (in shares) | 60,131 | 34,325 |
Diluted (in shares) | 8,806,089 | 8,708,124 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net income | $ 3,835,163 | $ 735,937 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation expense | 1,417,675 | 1,086,445 |
Amortization expense | 576,723 | 595,280 |
Amortization of debt issuance costs | 22,746 | 13,610 |
Deferred income taxes | 158,720 | (128,736) |
Earn-out adjustment | 154,060 | 0 |
Reduction of losses on accounts receivable | (14,105) | (61,000) |
Provision for losses on inventories | 384,641 | 236,855 |
Gain on disposal of property, plant and equipment | (14,462) | 0 |
Amortization of deferred gain on sale-leaseback | (83,569) | (83,569) |
Straight line lease cost on sale-leaseback | 93,043 | 101,633 |
Change in fair value of interest rate swaps | (73,204) | (41,430) |
Change in fair value of equity securities | 88,296 | 0 |
Employee stock option and grant compensation | 192,201 | 119,843 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,069,663) | (7,801,127) |
Inventories | (11,108,262) | (2,395,295) |
Other assets and liabilities, net | (231,811) | 404,156 |
Accounts payable | 5,160,092 | (220,733) |
Accrued expenses | (996,420) | 113,630 |
Accrued income taxes | 900,279 | 428,014 |
Net cash used in operating activities | (5,607,857) | (6,896,487) |
Investing activities | ||
Purchases of property, plant and equipment | (1,855,307) | (1,164,628) |
Purchases of equity securities | (191,063) | 0 |
Acquisition of the stainless pipe and tube assets of Marcegaglia USA, Inc. | 0 | (12,830,712) |
Net cash used in investing activities | (2,046,370) | (13,995,340) |
Financing activities | ||
Net borrowings from line of credit | 8,360,577 | 21,168,740 |
Payments on capital lease obligation | (21,366) | (21,246) |
Payments on earn-out liability to MUSA sellers | (680,941) | 0 |
Net cash provided by financing activities | 7,658,270 | 21,147,494 |
Increase in cash and cash equivalents | 4,043 | 255,667 |
Cash and cash equivalents at beginning of period | 14,706 | 62,873 |
Cash and cash equivalents at end of period | 18,749 | 318,540 |
Supplemental disclosure | ||
Interest | 289,848 | 113,303 |
Income taxes | $ 0 | $ 23,665 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. Operating results for the three-month period ended March 31, 2018 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2017 . |
RECENTLY ISSUED ACCOUNTING STAN
RECENTLY ISSUED ACCOUNTING STANDARDS | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ". Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. The adoption of this Topic did not have an effect on the Company's consolidated financial statements for the three-month period ended March 31, 2018. See Note 3 for further details. In January 2016, the FASB issued ASU No. 2016-01, " Financial Instruments (Topic 825)", to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The standard is effective for all public companies for annual and interim reporting periods beginning after December 15, 2017. The standard requires equity investments (except for those under the equity method of accounting) to be measured at fair value, with changes in fair value recognized in net income. The amendments in the update supersede the guidance to classify equity securities with readily determinable fair values into different categories, and require equity securities to be measured at fair value with changes recognized in net income as opposed to other comprehensive income. The Company has adopted ASU 2016-01 effective January 1, 2018 and the effects of this standard are included in the accompanying condensed consolidated financial statements for the three-month period ended March 31, 2018. The Company applied the amendments by means of a cumulative effective adjustment to the balance sheet as of January 1, 2018, which resulted in a reclassification of $10,864 from Accumulated Other Comprehensive Loss to Retained Earnings. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) ,” to increase the transparency and comparability of lease recognition and disclosure. The update establishes a right of use ("ROU") model which requires lessees to recognize lease contracts with a term greater than one year on the balance sheet as ROU assets and lease liabilities. Leases will be classified as either financing or operating which will determine expense classification and recognition. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and must be applied using the modified retrospective approach. Early adoption is permitted. While the Company expects ASU 2016-02 to add material ROU assets and lease liabilities to the consolidated balance sheets related to its current land and building operating leases, it is evaluating other effects that the new standard will have on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01 “ Business Combinations (Topic 805): Clarifying the Definition of a Business. ” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. We adopted ASU 2017-01 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an effect on the Company's consolidated financial statements as of March 31, 2018. In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017. We adopted ASU 2017-09 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an impact on the Company's consolidated financial statements as of March 31, 2018. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
REVENUES | REVENUES Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The Company operates as a manufacturer of various products, and revenue is comprised of short-term contracts with point-in-time performance obligations. As a result, the Company did not identify any differences in its recognition of revenue between Topic 606 and Topic 605. Accordingly, there was no adjustment required to opening retained earnings for the cumulative impact of adopting Topic 606 and no impact to revenues for the quarter ended March 31, 2018 as a result of applying Topic 606. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Three Months Ended Mar 31, 2018 Mar 31, 2017 Storage tank and vessel $ 5,775,772 $ 6,273,840 Seamless carbon steel pipe and tube 8,432,613 5,721,475 Stainless steel pipe 31,283,862 17,714,645 Specialty chemicals 12,988,355 12,493,619 Total revenues $ 58,480,602 $ 42,203,579 Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its 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 Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. The deferred revenue balance increased $363,626 during the first quarter of 2018 to $548,499 as of March 31, 2018 due to receiving $933,622 in advance of satisfying our performance obligations during the quarter, offset by $569,996 of revenue that was recognized during the quarter after satisfying the performance obligations that were included in the beginning deferred revenue balance or received during the current period. Deferred revenues are included in "Accrued Expenses" on the accompanying Condensed Consolidated Balance Sheets. Our payment terms vary by the financial strength or location of our customer and the products offered. The length of time between invoicing and when payment is due is not significant. For certain customers, payment is required before the products or services are delivered to the customer. Practical Expedients and Elections When shipping and handling activities are performed after a customer obtains control of goods, the Company reflects shipping and handling activities as part of satisfying the obligation of providing goods to the customer. In some instances, the Company withholds various states' sales taxes upon shipments into those states. Accordingly, management makes an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general, and administrative expenses. The Company does not disclose the value of unsatisfied performance obligations since contracts are expected to be completed within one year. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. The components of inventories are as follows: Mar 31, 2018 Dec 31, 2017 Raw materials $ 40,454,109 $ 37,748,316 Work-in-process 14,275,342 9,491,408 Finished goods 28,119,351 24,885,457 $ 82,848,802 $ 72,125,181 |
INTANGIBLE ASSETS AND DEFERRED
INTANGIBLE ASSETS AND DEFERRED CHARGES | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND DEFERRED CHARGES | INTANGIBLE ASSETS AND DEFERRED CHARGES Deferred charges and intangible assets totaled $21,837,352 at March 31, 2018 and December 31, 2017. Accumulated amortization of deferred charges and intangible assets totaled $11,292,644 at March 31, 2018 and $10,693,175 at December 31, 2017. Estimated amortization expense for the next five years is as follows: Remainder of 2018 $ 1,781,477 2019 2,246,816 2020 2,073,384 2021 1,899,298 2022 1,677,948 2023 225,778 Thereafter 640,007 |
STOCK OPTIONS AND RESTRICTED ST
STOCK OPTIONS AND RESTRICTED STOCK | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND RESTRICTED STOCK | STOCK OPTIONS AND RESTRICTED STOCK During the first three months of 2018, no stock options were exercised by officers or employees of the Company. Stock compensation expense for the three-month periods ended March 31, 2018 and March 31, 2017 was $192,201 and $119,843 , respectively. On February 7, 2018, the Compensation & Long-Term Incentive Committee (the "Committee") of the Company's Board of Directors approved stock grants under the Company's 2015 Stock Awards Plan to certain management employees of the Company where 65,527 shares with a market price of $12.47 per share were granted under the Plan. These stock awards vest in either 20 percent or 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2015 Stock Awards Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. For the three months ended March 31, 2018 and March 31, 2017 the Company had weighted average shares of common stock, in the form of stock grants and options, of 117,879 and 227,643 , respectively, which were not included in the diluted earnings per share calculation as their effect was anti-dilutive. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2014 or state income tax examinations for years before 2013. During the first quarter of 2018, the Company did not identify nor reserve for any unrecognized tax benefits. The effective tax rate was 22 percent for the three-month period ended March 31, 2018 . The 2018 effective tax rate is higher than the statutory rate of 21 percent due to state tax expense, net of the federal benefit. The effective tax rate was 30 percent for the three-month period ended March 31, 2017 . The prior year effective tax rate was different than the 34 percent statutory rate primarily due to state tax expense, net of federal benefit and other permanent differences, including the manufacturer's exemption. On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was signed into law by the President of the United States, enacting significant changes to the Internal Revenue Code effective January 1, 2018. The Act included a number of provisions including, but not limited to, a permanent reduction of the U.S. corporate tax rate from 35 percent to 21 percent, eliminating the deduction for domestic production activities, limiting the tax deductibility of interest expense, accelerating the expensing of certain business assets and reducing the amount of executive pay that could qualify as a tax deduction. Many effects of The Act are international in nature, such as the one-time transition tax, base erosion anti-abuse tax and the global intangible low-taxed income tax, and thus would not pertain to the Company as it has no international operations. In December 2017, the Company recorded $381,000 of income tax benefit related to adopting various provisions of the Act. Under Staff Accounting Bulletin No. 118 (“SAB 118”) our income tax benefit is provisional in nature and is subject to further clarification of the new law, including but not limited to U.S. state conformity that cannot be estimated at this time and measurement of underlying tax basis in certain business assets. The ultimate impact may differ from provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, and additional regulatory guidance that may be issued. Further guidance may be forthcoming from federal and state agencies, which could result in additional adjustments. The accounting is expected to be completed no later than the filing of the 2017 U.S. corporate income tax return in 2018. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended Mar 31, 2018 Mar 31, 2017 Net sales Metals Segment $ 45,492,247 $ 29,709,960 Specialty Chemicals Segment 12,988,355 12,493,619 $ 58,480,602 $ 42,203,579 Operating income Metals Segment $ 6,016,531 $ 1,564,513 Specialty Chemicals Segment 863,489 1,507,460 Unallocated corporate expenses 1,502,721 1,557,069 Acquisition related costs — 358,477 Operating income 5,377,299 1,156,427 Interest expense 313,984 180,315 Change in fair value of interest rate swaps (73,204 ) (41,430 ) Earn-out adjustment 154,060 — Other loss (income), net 88,296 (34,395 ) Income before income taxes $ 4,894,163 $ 1,051,937 As of Mar 31, 2018 Dec 31, 2017 Identifiable assets Metals Segment $ 146,173,846 $ 130,456,857 Specialty Chemicals Segment 26,655,861 25,394,078 Corporate 3,160,149 4,023,215 $ 175,989,856 $ 159,874,150 Goodwill Metals Segment $ 4,648,795 $ 4,648,795 Specialty Chemicals Segment 1,354,730 1,354,730 $ 6,003,525 $ 6,003,525 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company makes estimates of fair value in accounting for certain transactions, in testing and measuring impairment and in providing disclosures of fair value in its condensed consolidated financial statements. The Company determines the fair values of its financial instruments for disclosure purposes by maximizing the use of observable inputs and minimizing the use of unobservable inputs. Fair value disclosures for assets and liabilities are grouped into three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are less active. Level 3 - Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques. The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, revolving line of credit and equity investments. For short-term instruments, other than those required to be reported at fair value on a recurring basis and for which additional disclosures are included below, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization. Therefore, as of March 31, 2018 and December 31, 2017, the carrying amount for cash and cash equivalents, accounts receivable, accounts payable and the Company's revolving line of credit, which is based on a variable interest rate, approximates their fair value. During the first quarter of 2018, the Company recorded a loss on the investment in equity securities of $88,296 which is included in "Other expense (income)" on the accompanying Condensed Consolidated Statements of Operations. The fair value of equity securities held by the Company as of March 31, 2018 and December 31, 2017 was $640,000 and $537,233 , respectively, and is included in “Prepaid expenses and other current assets” on the accompanying Consolidated Balance Sheets. The equity securities are classified as a Level 1 financial instrument. The Company has one interest rate swap contract, which is classified as a Level 2 financial instrument as it is not actively traded and is valued using pricing models that use observable market inputs. The fair value of the contract was an asset of $201,185 and $127,981 at March 31, 2018 and December 31, 2017 , respectively. The interest rate swap was priced using discounted cash flow techniques. Changes in its fair value were recorded to other income (expense) with corresponding offsetting entries to current assets or liabilities, as appropriate. Significant inputs to the discounted cash flow model include projected future cash flows based on projected one-month LIBOR and the average margin for companies with similar credit ratings and similar maturities. It is classified as Level 2 as it is not actively traded and is valued using pricing models that use observable market inputs. To manage the impact on earnings of fluctuating nickel prices, the Company enters into six-month forward option contracts, which are classified as Level 2. At March 31, 2018, the Company had contracts in place with notional quantities totaling approximately 385,901 pounds with a strike price of $4.05 per pound. At December 31, 2017, the Company had contracts in place with notional quantities totaling approximately 1,351,494 pounds with strike prices ranging from $3.75 to $4.64 per pound. The option contract in place at March 31, 2018 had a fair value of $0 while the fair value of the option contracts at December 31, 2017 was an asset of $9,027 . The fair value of the contracts was priced using discounted cash flows techniques based on forward curves and volatility levels by asset class determined on the basis of observable market inputs, when available. Changes in their fair value were recorded to cost of goods sold with corresponding offsetting entries to other current assets. The fair value of the forward option contracts approximates their carrying value. The fair value of contingent consideration liabilities ("earn-out") resulting from the Bristol Metals-Munhall acquisition discussed in Note 10 is classified as Level 3. The fair value was estimated by applying the Monte Carlo Simulation approach using management's projection of pounds shipped and price per unit. Each quarter-end the Company re-evaluates its assumptions and adjusts to the updated fair value. The following table presents a summary of changes in fair value of the Company's earn-out liability during the period: Balance at December 31, 2017 $ 4,833,850 Earn-out payments to MUSA (680,941 ) Change in fair value during the period 154,060 Balance at March 31, 2018 $ 4,306,969 There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the three-month period ended March 31, 2018 or year ended December 31, 2017 . During the first three months of 2018, there have been no changes in the fair value methodologies used by the Company. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Acquisition of the Stainless Pipe and Tube Assets of Marcegaglia USA, Inc. ("MUSA") On February 28, 2017, the Company's subsidiary Bristol Metals, LLC ("BRISMET"), acquired the stainless steel pipe and tube assets of MUSA located in Munhall, PA ("Bristol Metals-Munhall"). Bristol Metals-Munhall's results of operations since acquisition are reflected in the Company's consolidated statements of operations. The amount of Bristol Metals-Munhall's revenues and pre-tax income included in the consolidated statements of operations for the three months ended March 31, 2018 were $10,968,232 and $1,211,699 , respectively. For the three months ended March 31, 2017 , Bristol Metals-Munhall's revenues and pre-tax income were $1,112,192 and $196,479 , respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Pursuant to the Credit Agreement in place with the Company's bank, the Company is subject to certain covenants including maintaining a minimum fixed charge coverage ratio and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. At March 31, 2018, the Company was in compliance with all debt covenants. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES The Company is from time-to-time subject to various claims, possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business. Management is not currently aware of any asserted or unasserted matters which could have a material effect on the financial condition or results of operations of the Company. |
SALE LEASEBACK TRANSACTION
SALE LEASEBACK TRANSACTION | 3 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
SALE LEASEBACK TRANSACTION | SALE LEASEBACK TRANSACTION Rent expense for the sale-leaseback transaction entered into on September 30, 2016 totaled $574,633 for the three-month periods ended March 31, 2018 and March 31, 2017. The amount of future minimum lease payments under the sale-leaseback transaction are as follows: Remainder of 2018 $ 1,457,029 2019 1,978,279 2020 2,017,845 2021 2,058,201 2022 2,099,365 2023 2,141,353 Thereafter 31,361,631 In accordance with the agreement, the amount of future lease payments as of March 31, 2018 includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or two percent. The deferred gain recognized on the sale-leaseback transaction is amortized on the straight-line method over the life of the lease of 20 years . Deferred gain amortization began in October 2016 and totaled $83,568 for the three-month periods ended March 31, 2018 and March 31, 2017. The current portion of the deferred gain was $334,273 at March 31, 2018 and December 31, 2017, and is included in "Accrued expenses" in the accompanying Condensed Consolidated Balance Sheets. The long-term portion of the deferred gain was $5,849,782 and $5,933,350 at March 31, 2018 and December 31, 2017, respectively, and is included in "Long-term deferred gain, sale-leaseback" in the accompanying Condensed Consolidated Balance Sheets. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. Operating results for the three-month period ended March 31, 2018 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2017 . |
Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ". Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605), and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method. The adoption of this Topic did not have an effect on the Company's consolidated financial statements for the three-month period ended March 31, 2018. See Note 3 for further details. In January 2016, the FASB issued ASU No. 2016-01, " Financial Instruments (Topic 825)", to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The standard is effective for all public companies for annual and interim reporting periods beginning after December 15, 2017. The standard requires equity investments (except for those under the equity method of accounting) to be measured at fair value, with changes in fair value recognized in net income. The amendments in the update supersede the guidance to classify equity securities with readily determinable fair values into different categories, and require equity securities to be measured at fair value with changes recognized in net income as opposed to other comprehensive income. The Company has adopted ASU 2016-01 effective January 1, 2018 and the effects of this standard are included in the accompanying condensed consolidated financial statements for the three-month period ended March 31, 2018. The Company applied the amendments by means of a cumulative effective adjustment to the balance sheet as of January 1, 2018, which resulted in a reclassification of $10,864 from Accumulated Other Comprehensive Loss to Retained Earnings. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) ,” to increase the transparency and comparability of lease recognition and disclosure. The update establishes a right of use ("ROU") model which requires lessees to recognize lease contracts with a term greater than one year on the balance sheet as ROU assets and lease liabilities. Leases will be classified as either financing or operating which will determine expense classification and recognition. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and must be applied using the modified retrospective approach. Early adoption is permitted. While the Company expects ASU 2016-02 to add material ROU assets and lease liabilities to the consolidated balance sheets related to its current land and building operating leases, it is evaluating other effects that the new standard will have on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01 “ Business Combinations (Topic 805): Clarifying the Definition of a Business. ” ASU 2017-01 provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. We adopted ASU 2017-01 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an effect on the Company's consolidated financial statements as of March 31, 2018. In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017. We adopted ASU 2017-09 as of January 1, 2018 on a prospective basis. The adoption of this Topic did not have an impact on the Company's consolidated financial statements as of March 31, 2018. |
Revenue from Contracts with Customers | On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The Company operates as a manufacturer of various products, and revenue is comprised of short-term contracts with point-in-time performance obligations. As a result, the Company did not identify any differences in its recognition of revenue between Topic 606 and Topic 605. Accordingly, there was no adjustment required to opening retained earnings for the cumulative impact of adopting Topic 606 and no impact to revenues for the quarter ended March 31, 2018 as a result of applying Topic 606. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue by Product Group | The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Three Months Ended Mar 31, 2018 Mar 31, 2017 Storage tank and vessel $ 5,775,772 $ 6,273,840 Seamless carbon steel pipe and tube 8,432,613 5,721,475 Stainless steel pipe 31,283,862 17,714,645 Specialty chemicals 12,988,355 12,493,619 Total revenues $ 58,480,602 $ 42,203,579 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: Mar 31, 2018 Dec 31, 2017 Raw materials $ 40,454,109 $ 37,748,316 Work-in-process 14,275,342 9,491,408 Finished goods 28,119,351 24,885,457 $ 82,848,802 $ 72,125,181 |
INTANGIBLE ASSETS AND DEFERRE22
INTANGIBLE ASSETS AND DEFERRED CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Estimated Amortization Expense | Estimated amortization expense for the next five years is as follows: Remainder of 2018 $ 1,781,477 2019 2,246,816 2020 2,073,384 2021 1,899,298 2022 1,677,948 2023 225,778 Thereafter 640,007 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended Mar 31, 2018 Mar 31, 2017 Net sales Metals Segment $ 45,492,247 $ 29,709,960 Specialty Chemicals Segment 12,988,355 12,493,619 $ 58,480,602 $ 42,203,579 Operating income Metals Segment $ 6,016,531 $ 1,564,513 Specialty Chemicals Segment 863,489 1,507,460 Unallocated corporate expenses 1,502,721 1,557,069 Acquisition related costs — 358,477 Operating income 5,377,299 1,156,427 Interest expense 313,984 180,315 Change in fair value of interest rate swaps (73,204 ) (41,430 ) Earn-out adjustment 154,060 — Other loss (income), net 88,296 (34,395 ) Income before income taxes $ 4,894,163 $ 1,051,937 As of Mar 31, 2018 Dec 31, 2017 Identifiable assets Metals Segment $ 146,173,846 $ 130,456,857 Specialty Chemicals Segment 26,655,861 25,394,078 Corporate 3,160,149 4,023,215 $ 175,989,856 $ 159,874,150 Goodwill Metals Segment $ 4,648,795 $ 4,648,795 Specialty Chemicals Segment 1,354,730 1,354,730 $ 6,003,525 $ 6,003,525 |
FAIR VALUE OF FINANCIAL INSTR24
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Company's Earn-Out Liability | The following table presents a summary of changes in fair value of the Company's earn-out liability during the period: Balance at December 31, 2017 $ 4,833,850 Earn-out payments to MUSA (680,941 ) Change in fair value during the period 154,060 Balance at March 31, 2018 $ 4,306,969 |
SALE LEASEBACK TRANSACTION (Tab
SALE LEASEBACK TRANSACTION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Under Sale-Leaseback Transactions | The amount of future minimum lease payments under the sale-leaseback transaction are as follows: Remainder of 2018 $ 1,457,029 2019 1,978,279 2020 2,017,845 2021 2,058,201 2022 2,099,365 2023 2,141,353 Thereafter 31,361,631 |
RECENTLY ISSUED ACCOUNTING ST26
RECENTLY ISSUED ACCOUNTING STANDARDS - Narrative (Details) - Accounting Standards Update 2016-01 | Dec. 31, 2017USD ($) |
Accumulated Other Comprehensive Loss | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of new accounting principle | $ (10,864) |
Retained Earnings | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of new accounting principle | $ 10,864 |
REVENUES - Schedule of Disaggre
REVENUES - Schedule of Disaggregated Revenues by Source (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 58,480,602 | $ 42,203,579 |
Storage tank and vessel | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 5,775,772 | 6,273,840 |
Seamless carbon steel pipe and tube | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 8,432,613 | 5,721,475 |
Stainless steel pipe | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | 31,283,862 | 17,714,645 |
Specialty chemicals | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenues | $ 12,988,355 | $ 12,493,619 |
REVENUES - Additional Informati
REVENUES - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue Recognition [Abstract] | |
Increase in deferred revenue balance | $ 363,626 |
Deferred revenue | 548,499 |
Payments received in advance of satisfying performance obligations | 933,622 |
Deferred revenue, revenue recognized in period | $ 569,996 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 40,454,109 | $ 37,748,316 |
Work-in-process | 14,275,342 | 9,491,408 |
Finished goods | 28,119,351 | 24,885,457 |
Inventories | $ 82,848,802 | $ 72,125,181 |
INTANGIBLE ASSETS AND DEFERRE30
INTANGIBLE ASSETS AND DEFERRED CHARGES - Additional Information (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Deferred charges and intangible assets | $ 21,837,352 | $ 21,837,352 |
Accumulated amortization of deferred charges and intangible assets | $ 11,292,644 | $ 10,693,175 |
INTANGIBLE ASSETS AND DEFERRE31
INTANGIBLE ASSETS AND DEFERRED CHARGES - Summary of Estimated Amortization Expense (Details) | Mar. 31, 2018USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2018 | $ 1,781,477 |
2,019 | 2,246,816 |
2,020 | 2,073,384 |
2,021 | 1,899,298 |
2,022 | 1,677,948 |
2,023 | 225,778 |
Thereafter | $ 640,007 |
STOCK OPTIONS AND RESTRICTED 32
STOCK OPTIONS AND RESTRICTED STOCK (Details) - USD ($) | Feb. 07, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 192,201 | $ 119,843 | |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 117,879 | 227,643 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options exercised (in shares) | 0 | ||
2015 Stock Awards Plan | Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity instruments other options, grants in period (in shares) | 65,527 | ||
Equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) | $ 12.47 | ||
Period after option grant before options can be exercised (in years) | 1 year | ||
Minimum | 2015 Stock Awards Plan | Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual vesting rate (percent) | 20.00% | ||
Maximum | 2015 Stock Awards Plan | Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual vesting rate (percent) | 33.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 22.00% | 30.00% | |
Income tax benefit | $ 381,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 58,480,602 | $ 42,203,579 | |
Operating income | 5,377,299 | 1,156,427 | |
Acquisition related costs | 0 | 358,477 | |
Interest expense | 313,984 | 180,315 | |
Change in fair value of interest rate swaps | (73,204) | (41,430) | |
Earn-out adjustment | 154,060 | 0 | |
Other loss (income), net | 88,296 | (34,395) | |
Income before income taxes | 4,894,163 | 1,051,937 | |
Assets | 175,989,856 | $ 159,874,150 | |
Goodwill | 6,003,525 | 6,003,525 | |
Operating segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 58,480,602 | 42,203,579 | |
Operating segment | Metals Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 45,492,247 | 29,709,960 | |
Operating income | 6,016,531 | 1,564,513 | |
Assets | 146,173,846 | 130,456,857 | |
Goodwill | 4,648,795 | 4,648,795 | |
Operating segment | Specialty Chemicals Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 12,988,355 | 12,493,619 | |
Operating income | 863,489 | 1,507,460 | |
Assets | 26,655,861 | 25,394,078 | |
Goodwill | 1,354,730 | 1,354,730 | |
Segment reconciling items | |||
Segment Reporting Information [Line Items] | |||
Acquisition related costs | 0 | 358,477 | |
Interest expense | 313,984 | 180,315 | |
Change in fair value of interest rate swaps | (73,204) | (41,430) | |
Earn-out adjustment | 154,060 | 0 | |
Other loss (income), net | 88,296 | (34,395) | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Unallocated corporate expenses | 1,502,721 | $ 1,557,069 | |
Assets | $ 3,160,149 | $ 4,023,215 |
FAIR VALUE OF FINANCIAL INSTR35
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)financial_instrumentlb$ / lb | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)lb$ / lb | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other, net | $ 88,296 | $ 0 | |
Fair value of equity securities | $ 640,000 | $ 537,233 | |
Derivative asset, number of instruments held | financial_instrument | 1 | ||
Commodity Option | Level 2 Inputs | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset, fair value, gross asset | $ 0 | $ 9,027 | |
Notional quantities of contracts in place | lb | 385,901 | 1,351,494 | |
Derivative strike price (in usd per lb) | $ / lb | 4.05 | ||
Term Loan | Interest Rate Swap | Level 2 Inputs | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Variable rate basis on interest rate swap | LIBOR | ||
Term Loan | Palmer of Texas | Interest Rate Swap | Level 2 Inputs | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset, fair value, gross asset | $ 201,185 | $ 127,981 | |
Minimum | Commodity Option | Level 2 Inputs | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative strike price (in usd per lb) | $ / lb | 3.75 | ||
Maximum | Commodity Option | Level 2 Inputs | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative strike price (in usd per lb) | $ / lb | 4.64 |
FAIR VALUE OF FINANCIAL INSTR36
FAIR VALUE OF FINANCIAL INSTRUMENTS - Summary of Changes in Fair Value of Company's Earn-Out Liability (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Earn-out payments to MUSA | $ (680,941) | $ 0 |
Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2017 | 4,833,850 | |
Earn-out payments to MUSA | (680,941) | |
Change in fair value during the period | 154,060 | |
Balance at March 31, 2018 | $ 4,306,969 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - MUSA - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Business Acquisition [Line Items] | ||
Revenues | $ 10,968,232 | $ 1,112,192 |
Pre-tax loss | $ 1,211,699 | $ 196,479 |
SALE LEASEBACK TRANSACTION - Ad
SALE LEASEBACK TRANSACTION - Additional Information (Details) - USD ($) | Sep. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Sale Leaseback Transaction [Line Items] | ||||
Rent expense for sale-leaseback transactions | $ 574,633 | $ 574,633 | ||
Rent escalator rate | 1.25 | |||
Rent escalator percentage | 2.00% | |||
Sales leaseback term of lease | P20Y | |||
Deferred gain amortization | $ 83,569 | 83,569 | ||
Current portion of deferred gain | 334,273 | $ 334,273,000 | ||
Long-term portion of deferred gain | 5,849,782 | $ 5,933,350 | ||
Sale-leaseback Transaction | ||||
Sale Leaseback Transaction [Line Items] | ||||
Deferred gain amortization | $ 83,568 | $ 83,568 |
SALE LEASEBACK TRANSACTION - Sc
SALE LEASEBACK TRANSACTION - Schedule of Future Minimum Lease Payments Under Sale-Leaseback Transactions (Details) | Mar. 31, 2018USD ($) |
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions, Fiscal Year Maturity [Abstract] | |
Remainder of 2018 | $ 1,457,029 |
2,019 | 1,978,279 |
2,020 | 2,017,845 |
2,021 | 2,058,201 |
2,022 | 2,099,365 |
2,023 | 2,141,353 |
Thereafter | $ 31,361,631 |