Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-19687 | |
Entity Registrant Name | Synalloy Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 57-0426694 | |
Entity Address, Address Line One | 4510 Cox Road, | |
Entity Address, Address Line Two | Suite 201, | |
Entity Address, City or Town | Richmond, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23060 | |
City Area Code | (804) | |
Local Phone Number | 822-3260 | |
Title of 12(b) Security | Common Stock, par value $1.00 per share | |
Trading Symbol | SYNL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Smaller Reporting Company | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,202,045 | |
Entity Central Index Key | 0000095953 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 398 | $ 236 |
Accounts receivable, net of allowance for credit losses of $508 and $496, respectively | 39,352 | 28,183 |
Inventories, net | 88,763 | 85,080 |
Prepaid expenses and other current assets | 9,440 | 13,384 |
Total current assets | 137,953 | 126,883 |
Property, plant and equipment, net | 33,477 | 35,096 |
Right-of-use assets, operating leases, net | 31,429 | 31,769 |
Goodwill | 1,355 | 1,355 |
Intangible assets, net | 10,746 | 11,426 |
Deferred charges, net | 367 | 455 |
Total assets | 215,327 | 206,984 |
Current liabilities | ||
Accounts payable | 26,089 | 19,732 |
Accrued expenses and other current liabilities | 5,506 | 6,123 |
Current portion of long-term debt | 1,313 | 875 |
Current portion of earn-out liability | 2,773 | 3,434 |
Current portion of operating lease liabilities | 897 | 867 |
Current portion of finance lease liabilities | 14 | 19 |
Total current liabilities | 36,592 | 31,050 |
Long-term debt | 62,454 | 60,495 |
Long-term portion of earn-out liability | 144 | 287 |
Long-term portion of operating lease liabilities | 32,524 | 32,771 |
Long-term portion of finance lease liabilities | 34 | 37 |
Deferred income taxes | 1,916 | 1,957 |
Other long-term liabilities | 87 | 92 |
Total non-current liabilities | 97,159 | 95,639 |
Commitments and contingencies – See Note 13 | ||
Shareholders' equity | ||
Common stock, par value $1 per share; authorized 24,000,000 shares; issued 10,300,000 shares | 10,300 | 10,300 |
Capital in excess of par value | 37,668 | 37,719 |
Retained earnings | 43,929 | 42,835 |
Shareholders' equity before treasury stock | 91,897 | 90,854 |
Less: cost of common stock in treasury - 1,097,956 and 1,123,319 shares, respectively | 10,321 | 10,559 |
Total shareholders' equity | 81,576 | 80,295 |
Total liabilities and shareholders' equity | $ 215,327 | $ 206,984 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Allowance for credit loss | $ 508 | $ 496 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares issued (in shares) | 10,300,000 | 10,300,000 |
Common stock in treasury, at cost (in shares) | 1,097,956 | 1,123,319 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 69,778 | $ 74,697 |
Cost of sales | 61,043 | 67,546 |
Gross profit | 8,735 | 7,151 |
Selling, general and administrative | 6,869 | 7,770 |
Acquisition costs and other | 0 | 304 |
Proxy contest costs and recoveries | (464) | 0 |
Earn-out adjustments | 225 | 4 |
Operating income (loss) | 2,105 | (927) |
Other expense (income) | ||
Interest expense | 387 | 719 |
Loss on extinguishment of debt | 223 | 0 |
Change in fair value of interest rate swaps | (2) | 85 |
Other, net | 162 | 827 |
Income (loss) before income taxes | 1,335 | (2,558) |
Income tax provision (benefit) | 241 | (1,380) |
Net income (loss) | $ 1,094 | $ (1,178) |
Net income (loss) per common share: | ||
Basic (in dollars per share) | $ 0.12 | $ (0.13) |
Diluted (in dollars per share) | $ 0.12 | $ (0.13) |
Weighted average shares outstanding: | ||
Basic (in shares) | 9,191 | 9,074 |
Dilutive effect from stock options and grants (in shares) | 97 | 0 |
Diluted (in shares) | 9,288 | 9,074 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net income (loss) | $ 1,094 | $ (1,178) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation expense | 1,817 | 1,958 |
Amortization expense | 680 | 810 |
Amortization of debt issuance costs | 21 | 40 |
Loss on extinguishment of debt | 223 | 0 |
Unrealized loss on equity securities | 0 | 852 |
Deferred income taxes | (41) | 1,319 |
Earn-out adjustments | 225 | 4 |
Payments on earn-out liabilities in excess of acquisition date fair value | 0 | (292) |
Provision for losses on accounts receivable | 12 | 141 |
Provision for losses on inventories | 184 | 358 |
Loss on disposal of property, plant and equipment | 28 | 0 |
Non-cash lease expense | 124 | 128 |
Non-cash lease termination loss | 0 | 11 |
Change in fair value of interest rate swap | (2) | 85 |
Stock-based compensation expense | 187 | 336 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,181) | (7,737) |
Inventories | (3,866) | 676 |
Other assets and liabilities | 38 | 2 |
Accounts payable | 6,357 | 5,668 |
Accrued expenses | (569) | (1,085) |
Accrued income taxes | 3,901 | (2,738) |
Net cash used in operating activities | (768) | (642) |
Investing activities | ||
Purchases of property, plant and equipment | (245) | (587) |
Proceeds from disposal of property, plant and equipment | 18 | 0 |
Net cash used in investing activities | (227) | (587) |
Financing activities | ||
Borrowings from line of credit | 14,730 | 3,201 |
Payments on long-term debt | (12,333) | (1,000) |
Principal payments on finance lease obligations | (10) | (64) |
Payments for finance lease terminations | 0 | (14) |
Payments on earn-out liabilities | (1,029) | (863) |
Payments for termination of interest rate swap | (46) | 0 |
Repurchase of common stock | 0 | (635) |
Payments for deferred financing costs | (155) | 0 |
Net cash provided by financing activities | 1,157 | 625 |
Increase (decrease) in cash and cash equivalents | 162 | (604) |
Cash and cash equivalents at beginning of period | 236 | 626 |
Cash and cash equivalents at end of period | 398 | 22 |
Supplemental disclosure | ||
Interest | $ 315 | $ 667 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Capital in Excess of Par Value | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Cost of Common Stock in Treasury |
Beginning balance at Dec. 31, 2019 | $ 106,511 | $ (450) | $ 10,300 | $ 37,407 | $ 70,552 | $ (450) | $ (11,748) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (1,178) | (1,178) | |||||
Issuance of shares of common stock from the treasury | 0 | (708) | 708 | ||||
Stock-based compensation | 336 | 336 | |||||
Purchase of common stock | (635) | (635) | |||||
Ending balance at Mar. 31, 2020 | 104,584 | 10,300 | 37,035 | 68,924 | (11,675) | ||
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) | 1,094 | 1,094 | |||||
Issuance of shares of common stock from the treasury | 0 | (238) | 238 | ||||
Stock-based compensation | 187 | 187 | |||||
Ending balance at Mar. 31, 2021 | $ 81,576 | $ 10,300 | $ 37,668 | $ 43,929 | $ (10,321) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common stock from the treasury (in shares) | 25,363 | 75,440 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year. COVID-19 Update During the first quarter of 2021, aspects of the Company's business continued to be affected by macroeconomic factors related to the COVID-19 pandemic, specifically with delays in production and deliveries at our plants. The full extent of the future impact of the COVID-19 pandemic on the Company's operational and financial performance is currently uncertain and will depend on many factors outside of the Company's control. Recently Issued Accounting Standards - Adopted On September 30, 2020, the Company early adopted ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences as well as adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. The adoption of this standard by the Company did not have a material effect on the condensed consolidated financial statements or footnote disclosures. Recently Issued Accounting Standards - Not Yet Adopted Recent accounting pronouncements pending adoption, other than those stated above, are not expected to have a material impact on the Company. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods is transferred to our customers or when a service is rendered, in an amount that reflects the consideration we are to receive in exchange for those goods or services. The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Three Months Ended March 31, (in thousands) 2021 2020 Fiberglass and steel liquid storage tanks and separation equipment $ 141 $ 3,419 Heavy wall seamless carbon steel pipe and tube 7,818 7,314 Stainless steel pipe and tube 39,911 43,728 Galvanized pipe and tube 7,343 6,203 Specialty chemicals 14,565 14,033 Net sales $ 69,778 $ 74,697 Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its stand-alone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines stand-alone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations. The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, a revolving line of credit, a term loan, and equity securities investments. Assets and Liabilities Measured at Fair Value on a Recurring Basis The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Level 1: Equity securities For the three months ended March 31, 2020, the Company recorded a net unrealized loss of $0.9 million on the investments in equity securities held, which is included in "Other expense (income)" on the accompanying unaudited condensed consolidated statements of operations. The Company held no equity securities as of March 31, 2021 and December 31, 2020, respectively. Level 3: Contingent consideration (earn-out) liabilities The fair value of contingent consideration ("earn-out") liabilities resulting from the 2017 MUSA-Stainless acquisition, 2018 MUSA-Galvanized acquisition, and 2019 American Stainless acquisition are classified as Level 3. Each quarter-end, the Company re-evaluates its assumptions for all earn-out liabilities and adjusts to reflect the updated fair values. Changes in the estimated fair value of the earn-out liabilities are reflected in operating income in the periods in which they are identified. Changes in the fair value of the earn-out liabilities 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 three months ended March 31, 2021. The following table presents a summary of changes in fair value of the Company's Level 3 earn-out liabilities measured on a recurring basis for the three months ended March 31, 2021: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance December 31, 2020 $ 375 $ 941 $ 2,405 $ 3,721 Earn-out payments during the period (385) (171) (473) (1,029) Changes in fair value during the period 10 45 170 225 Balance March 31, 2021 $ — $ 815 $ 2,102 $ 2,917 For the three months ended March 31, 2021, the Company had no unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value instruments. Quantitative Information about Significant Unobservable Inputs Used in Level 3 Fair Value Measurements The following table summarizes the significant unobservable inputs in the fair value measurement of our contingent consideration (earn-out) liabilities as of March 31, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $2,917 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2021 - 2022 - Future revenue projections $4.7M - 7.9M $6.7M The weighted average discount rate was calculated by applying an equal weighting to each contingent consideration's (earn-out liabilities) discount rate. The weighted average future revenue projection was calculated by applying an equal weighting of probabilities to each forecasted scenario within the valuation models to determine the probability weighted sales applicable to the contingent consideration (earn-out liabilities). Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis During the three months ended March 31, 2021 and 2020, the Company had no significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition. Fair Value of Financial Instruments For short-term instruments, other than those required to be reported at fair value on a recurring and non-recurring basis and for which additional disclosures are included above, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization. Therefore, as of March 31, 2021 and December 31, 2020, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, and the Company's revolving line of credit, which is based on a variable interest rate, approximate their fair value. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. The components of inventories are as follows: (in thousands) March 31, 2021 December 31, 2020 Raw materials $ 38,892 $ 36,349 Work-in-process 22,963 20,520 Finished goods 27,765 28,929 89,620 85,798 Less: inventory reserves (857) (718) Inventories, net $ 88,763 $ 85,080 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: (in thousands) March 31, 2021 December 31, 2020 Land $ 3 $ 3 Leasehold improvements 2,955 2,939 Buildings 84 84 Machinery, fixtures and equipment 100,737 100,352 Construction-in-progress 2,187 2,772 105,966 106,150 Less: accumulated depreciation and amortization (72,489) (71,054) Property, plant and equipment, net $ 33,477 $ 35,096 |
Intangible Assets and Deferred
Intangible Assets and Deferred Charges | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Deferred Charges | Intangible Assets and Deferred Charges Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful life using either an accelerated or straight-line method over a period of eight The balance of intangible assets subject to amortization are as follows: (in thousands) March 31, 2021 December 31, 2020 Intangible assets, gross $ 30,866 $ 30,866 Accumulated amortization of intangible assets (20,120) (19,440) Intangible assets, net $ 10,746 $ 11,426 Estimated amortization expense related to intangible assets for the next five years are as follows: (in thousands) Remainder of 2021 $ 2,041 2022 2,501 2023 1,050 2024 952 2025 855 2026 758 Thereafter 2,589 Deferred Charges Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of four years. On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement (the "Credit Agreement") with BMO Harris Bank, N.A ("BMO") providing the Company with a new four-year revolving credit facility and replacing the Company's previous asset based revolving line of credit and term loan with Truist Bank ("Truist"). The Company accounted for this refinance as a debt extinguishment and, as a result, $0.2 million of unamortized debt issuance costs associated with the Company's previously existing bank debt were written off as a loss on extinguishment of debt during the three months ended March 31, 2021. See Note 7 for additional information on the Company's new Credit Agreement. The balance of deferred charges subject to amortization are as follows: (in thousands) March 31, 2021 December 31, 2020 Deferred charges, gross $ 388 $ 792 Accumulated amortization of deferred charges (21) (337) Deferred charges, net $ 367 $ 455 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt consists of the following: (in thousands) March 31, 2021 December 31, 2020 $150 million revolving line of credit, due January 15, 2025 $ 62,454 $ — $100 million revolving line of credit, due December 20, 2021 — 49,037 $20 million term loan, due February 1, 2024 — 11,458 Current portion of long-term debt 1,313 875 Total long-term debt $ 63,767 $ 61,370 On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement with BMO. The new Credit Agreement provides the Company with a new four-year revolving credit facility with up to $150.0 million of borrowing capacity (the "Facility"). The Facility refinances and replaces the Company's previous $100.0 million asset based revolving line of credit with Truist, which was scheduled to mature on December 20, 2021, and the remaining portion of the Company's five-year $20 million term loan with Truist, which was scheduled to mature on February 1, 2024. The initial borrowing capacity under the Facility totals $110.0 million consisting of a $105.0 million revolving line of credit and a $5.0 million delayed draw term loan. The revolving line of credit includes a $17.5 million machinery and equipment sub-limit which requires quarterly payments of $0.4 million starting in July 2021 with a balloon payment due upon maturity of the Facility in January 2025. Availability under the Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. Amounts outstanding under the revolving line of credit portion of the Facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or (b) LIBOR plus 1.50%. Amounts outstanding under the delayed draw term loan portion of the Facility bear interest at LIBOR plus 1.65%. The Facility also provides an unused commitment fee based on the daily used portion of the Facility. The weighted average interest rate per annum was 2.42% as of March 31, 2021. Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and (ii) 10% of the revolving credit facility (currently $10.5 million). As of March 31, 2021, the Company had $41.2 million of remaining available capacity under the Facility. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Balance Sheet Presentation Operating and finance lease amounts included in the unaudited condensed consolidated balance sheet are as follows (in thousands): Classification Financial Statement Line Item March 31, 2021 December 31, 2020 Assets Right-of-use assets, operating leases $ 31,429 $ 31,769 Assets Property, plant and equipment 47 56 Current liabilities Current portion of lease liabilities, operating leases 897 867 Current liabilities Current portion of lease liabilities, finance leases 14 19 Non-current liabilities Non-current portion of lease liabilities, operating leases 32,524 32,771 Non-current liabilities Non-current portion of lease liabilities, finance leases 34 37 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: (in thousands) Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Operating lease cost $ 1,023 $ 1,035 Finance lease cost: Amortization of right-of-use assets 9 59 Interest on finance lease liabilities — 17 Total lease cost $ 1,032 $ 1,111 Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the unaudited condensed consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of March 31, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 2,711 $ 13 2022 3,665 15 2023 3,699 15 2024 3,549 8 2025 3,619 — Thereafter 43,540 — Total undiscounted minimum future lease payments 60,783 51 Imputed interest 27,362 3 Present value of lease liabilities $ 33,421 $ 48 Lease Term and Discount Rate Weighted-average remaining lease term March 31, 2021 December 31, 2021 Operating leases 15.24 years 15.47 years Finance leases 2.92 years 2.91 years Weighted-average discount rate Operating leases 8.33 % 8.33 % Finance leases 2.31 % 2.44 % |
Leases | Leases Balance Sheet Presentation Operating and finance lease amounts included in the unaudited condensed consolidated balance sheet are as follows (in thousands): Classification Financial Statement Line Item March 31, 2021 December 31, 2020 Assets Right-of-use assets, operating leases $ 31,429 $ 31,769 Assets Property, plant and equipment 47 56 Current liabilities Current portion of lease liabilities, operating leases 897 867 Current liabilities Current portion of lease liabilities, finance leases 14 19 Non-current liabilities Non-current portion of lease liabilities, operating leases 32,524 32,771 Non-current liabilities Non-current portion of lease liabilities, finance leases 34 37 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: (in thousands) Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Operating lease cost $ 1,023 $ 1,035 Finance lease cost: Amortization of right-of-use assets 9 59 Interest on finance lease liabilities — 17 Total lease cost $ 1,032 $ 1,111 Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the unaudited condensed consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of March 31, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 2,711 $ 13 2022 3,665 15 2023 3,699 15 2024 3,549 8 2025 3,619 — Thereafter 43,540 — Total undiscounted minimum future lease payments 60,783 51 Imputed interest 27,362 3 Present value of lease liabilities $ 33,421 $ 48 Lease Term and Discount Rate Weighted-average remaining lease term March 31, 2021 December 31, 2021 Operating leases 15.24 years 15.47 years Finance leases 2.92 years 2.91 years Weighted-average discount rate Operating leases 8.33 % 8.33 % Finance leases 2.31 % 2.44 % |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Share Repurchase Program On February 17, 2021, the Board of Directors re-authorized the Company's share repurchase program. The previous share repurchase program had a term of 24 months and terminated on February 21, 2021. The share repurchase program allows for repurchase of up to 790,383 shares of the Company's outstanding common stock over 24 months. The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. As of March 31, 2021, the Company has 790,383 shares of its share repurchase authorization remaining. Shares repurchased for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Number of shares repurchased — 59,617 Average price per share $ — $ 10.65 Total cost of shares repurchased $ — $ 636,940 |
Exit Activities
Exit Activities | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Exit Activities | Exit ActivitiesOn February 17, 2021 the Board of Directors authorized the permanent closure of the Company's Palmer facility. The Company will cease operations and divest all remaining assets at the facility. The amounts, nature, and timing of charges associated with the intended closure of the Palmer facility cannot be reasonably estimated at this time. The closure is not expected to have a material impact on any of the Company's other operating units. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended March 31, (in thousands, except per share data) 2021 2020 Numerator: Net income (loss) $ 1,094 $ (1,178) Denominator: Denominator for basic earnings per share - weighted average shares 9,191 9,074 Effect of dilutive securities: Employee stock options and stock grants 97 — Denominator for diluted earnings per share - weighted average shares 9,288 9,074 Net income (loss) per share: Basic $ 0.12 $ (0.13) Diluted $ 0.12 $ (0.13) The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. The Company had 0.2 million shares of common stock that were anti-dilutive for the three months ended March 31, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2015 or state examinations for years before 2014. During the first three months of 2021 and 2020, the Company did not identify nor reserve for any unrecognized tax benefits. Our income tax provision (benefit) and overall effective tax rates for the periods presented are as follows: Three Months Ended March 31, (in thousands) 2021 2020 Income tax provision (benefit) $ 241 $ (1,380) Effective income tax rate 18.1 % 54.0 % The effective tax rate was 18.1% and 54.0% for the three months ended March 31, 2021 and 2020, respectively. The March 31, 2021 effective tax rate was lower than the U.S. statutory rate of 21.0% primarily due to a reduction in the valuation allowance in the current period. The March 31, 2020 effective tax rate was higher than the statutory rate of 21.0% due to discrete tax benefits on our stock compensation plan and estimated tax benefits associated with the Coronavirus, Aid, Relief, and Economic Security Act ("CARES Act") which was signed into law on March 27, 2020. The CARES Act included various income and payroll tax provisions, notably, enabling the Company to carry back net operating losses and recover taxes paid in prior years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is from time-to-time subject to various claims, possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business. Management is not currently aware of any asserted or unasserted matters which could have a material effect on the financial condition or results of operations of the Company. |
Industry Segments
Industry Segments | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended March 31, (in thousands) 2021 2020 Net sales Metals Segment $ 55,213 $ 60,664 Specialty Chemicals Segment 14,565 14,033 $ 69,778 $ 74,697 Operating income Metals Segment $ 2,577 $ 934 Specialty Chemicals Segment 1,056 466 Unallocated corporate expenses 1,767 2,019 Acquisition costs and other — 304 Proxy contest costs and recoveries (464) — Earn-out adjustments 225 4 Operating income (loss) 2,105 (927) Interest expense 387 719 Loss on extinguishment of debt 223 — Change in fair value of interest rate swap (2) 85 Other, net 162 827 Income (loss) before income taxes $ 1,335 $ (2,558) As of (in thousands) March 31, 2021 December 31, 2020 Identifiable assets Metals Segment $ 151,657 $ 141,799 Specialty Chemicals Segment 27,612 25,039 Corporate 36,058 40,146 $ 215,327 $ 206,984 |
Proxy Contest Costs and Recover
Proxy Contest Costs and Recoveries | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Proxy Contest Costs and Recoveries | Proxy Contest Costs and Recoveries During the six months ended June 30, 2020, the Company engaged in a proxy contest with Privet Fund Management, LLC ("Privet") and UPG Enterprises, LLC ("UPG"), which parties acted as a group during the proxy contest. During the year ended December 31, 2020, total costs incurred by the Company relating to the proxy contest were $3.1 million. During the three months ended March 31, 2021, the Company recorded a receivable for insurance recoveries of $0.5 million related to a claim for a portion of the costs associated with the proxy contest. The funds were received in the second quarter of 2021. The Company continues to seek coverage under its policies for reimbursement of costs associated with the proxy contest; however, any future reimbursement under the policies are neither probable nor estimable at this time. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 13, 2021, the Compensation Committee approved inducement stock grants in conjunction with the appointment of the Company's Executive Vice President, Synalloy Metals where 15,228 shares with a market price of $9.85 per share were granted, with 50% of the award vesting at the end of a three-year vest period beginning from the date of grant and 50% of the award vesting when the thirty-day volume weighted average price of a Company common share equals $14.50 or more. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year. |
Recently Issued Accounting Standards - Adopted and Not Yet Adopted | Recently Issued Accounting Standards - Adopted On September 30, 2020, the Company early adopted ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences as well as adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. The adoption of this standard by the Company did not have a material effect on the condensed consolidated financial statements or footnote disclosures. Recently Issued Accounting Standards - Not Yet Adopted Recent accounting pronouncements pending adoption, other than those stated above, are not expected to have a material impact on the Company. |
Revenue Recognition | Revenues are recognized when control of the promised goods is transferred to our customers or when a service is rendered, in an amount that reflects the consideration we are to receive in exchange for those goods or services. |
Fair Value of Financial Instruments | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations. The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, a revolving line of credit, a term loan, and equity securities investments. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Product Group | The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Three Months Ended March 31, (in thousands) 2021 2020 Fiberglass and steel liquid storage tanks and separation equipment $ 141 $ 3,419 Heavy wall seamless carbon steel pipe and tube 7,818 7,314 Stainless steel pipe and tube 39,911 43,728 Galvanized pipe and tube 7,343 6,203 Specialty chemicals 14,565 14,033 Net sales $ 69,778 $ 74,697 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Company's Earn-Out Liability | The following table presents a summary of changes in fair value of the Company's Level 3 earn-out liabilities measured on a recurring basis for the three months ended March 31, 2021: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance December 31, 2020 $ 375 $ 941 $ 2,405 $ 3,721 Earn-out payments during the period (385) (171) (473) (1,029) Changes in fair value during the period 10 45 170 225 Balance March 31, 2021 $ — $ 815 $ 2,102 $ 2,917 |
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 March 31, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $2,917 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2021 - 2022 - Future revenue projections $4.7M - 7.9M $6.7M |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows: (in thousands) March 31, 2021 December 31, 2020 Raw materials $ 38,892 $ 36,349 Work-in-process 22,963 20,520 Finished goods 27,765 28,929 89,620 85,798 Less: inventory reserves (857) (718) Inventories, net $ 88,763 $ 85,080 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: (in thousands) March 31, 2021 December 31, 2020 Land $ 3 $ 3 Leasehold improvements 2,955 2,939 Buildings 84 84 Machinery, fixtures and equipment 100,737 100,352 Construction-in-progress 2,187 2,772 105,966 106,150 Less: accumulated depreciation and amortization (72,489) (71,054) Property, plant and equipment, net $ 33,477 $ 35,096 |
Intangible Assets and Deferre_2
Intangible Assets and Deferred Charges (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | The balance of intangible assets subject to amortization are as follows: (in thousands) March 31, 2021 December 31, 2020 Intangible assets, gross $ 30,866 $ 30,866 Accumulated amortization of intangible assets (20,120) (19,440) Intangible assets, net $ 10,746 $ 11,426 |
Schedule of Estimated Amortization Expense | Estimated amortization expense related to intangible assets for the next five years are as follows: (in thousands) Remainder of 2021 $ 2,041 2022 2,501 2023 1,050 2024 952 2025 855 2026 758 Thereafter 2,589 |
Schedule of Deferred Charges | The balance of deferred charges subject to amortization are as follows: (in thousands) March 31, 2021 December 31, 2020 Deferred charges, gross $ 388 $ 792 Accumulated amortization of deferred charges (21) (337) Deferred charges, net $ 367 $ 455 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: (in thousands) March 31, 2021 December 31, 2020 $150 million revolving line of credit, due January 15, 2025 $ 62,454 $ — $100 million revolving line of credit, due December 20, 2021 — 49,037 $20 million term loan, due February 1, 2024 — 11,458 Current portion of long-term debt 1,313 875 Total long-term debt $ 63,767 $ 61,370 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases Recorded in Consolidated Balance Sheet | Operating and finance lease amounts included in the unaudited condensed consolidated balance sheet are as follows (in thousands): Classification Financial Statement Line Item March 31, 2021 December 31, 2020 Assets Right-of-use assets, operating leases $ 31,429 $ 31,769 Assets Property, plant and equipment 47 56 Current liabilities Current portion of lease liabilities, operating leases 897 867 Current liabilities Current portion of lease liabilities, finance leases 14 19 Non-current liabilities Non-current portion of lease liabilities, operating leases 32,524 32,771 Non-current liabilities Non-current portion of lease liabilities, finance leases 34 37 |
Schedule of Operating and Finance Leases Discount Rates, Total Lease Cost and Weighted Average Remaining Lease Terms | Individual components of the total lease cost incurred by the Company are as follows: (in thousands) Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Operating lease cost $ 1,023 $ 1,035 Finance lease cost: Amortization of right-of-use assets 9 59 Interest on finance lease liabilities — 17 Total lease cost $ 1,032 $ 1,111 Weighted-average remaining lease term March 31, 2021 December 31, 2021 Operating leases 15.24 years 15.47 years Finance leases 2.92 years 2.91 years Weighted-average discount rate Operating leases 8.33 % 8.33 % Finance leases 2.31 % 2.44 % |
Schedule of Maturities For Operating Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of March 31, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 2,711 $ 13 2022 3,665 15 2023 3,699 15 2024 3,549 8 2025 3,619 — Thereafter 43,540 — Total undiscounted minimum future lease payments 60,783 51 Imputed interest 27,362 3 Present value of lease liabilities $ 33,421 $ 48 |
Schedule of Maturities For Finance Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of March 31, 2021 are as follows: (in thousands) Operating Finance Remainder of 2021 $ 2,711 $ 13 2022 3,665 15 2023 3,699 15 2024 3,549 8 2025 3,619 — Thereafter 43,540 — Total undiscounted minimum future lease payments 60,783 51 Imputed interest 27,362 3 Present value of lease liabilities $ 33,421 $ 48 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Shares Repurchased | Shares repurchased for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Number of shares repurchased — 59,617 Average price per share $ — $ 10.65 Total cost of shares repurchased $ — $ 636,940 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of the Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended March 31, (in thousands, except per share data) 2021 2020 Numerator: Net income (loss) $ 1,094 $ (1,178) Denominator: Denominator for basic earnings per share - weighted average shares 9,191 9,074 Effect of dilutive securities: Employee stock options and stock grants 97 — Denominator for diluted earnings per share - weighted average shares 9,288 9,074 Net income (loss) per share: Basic $ 0.12 $ (0.13) Diluted $ 0.12 $ (0.13) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes and Effective Tax Rates | Our income tax provision (benefit) and overall effective tax rates for the periods presented are as follows: Three Months Ended March 31, (in thousands) 2021 2020 Income tax provision (benefit) $ 241 $ (1,380) Effective income tax rate 18.1 % 54.0 % |
Industry Segments (Tables)
Industry Segments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes certain information regarding segments of the Company's operations: Three Months Ended March 31, (in thousands) 2021 2020 Net sales Metals Segment $ 55,213 $ 60,664 Specialty Chemicals Segment 14,565 14,033 $ 69,778 $ 74,697 Operating income Metals Segment $ 2,577 $ 934 Specialty Chemicals Segment 1,056 466 Unallocated corporate expenses 1,767 2,019 Acquisition costs and other — 304 Proxy contest costs and recoveries (464) — Earn-out adjustments 225 4 Operating income (loss) 2,105 (927) Interest expense 387 719 Loss on extinguishment of debt 223 — Change in fair value of interest rate swap (2) 85 Other, net 162 827 Income (loss) before income taxes $ 1,335 $ (2,558) As of (in thousands) March 31, 2021 December 31, 2020 Identifiable assets Metals Segment $ 151,657 $ 141,799 Specialty Chemicals Segment 27,612 25,039 Corporate 36,058 40,146 $ 215,327 $ 206,984 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenues by Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 69,778 | $ 74,697 |
Fiberglass and steel liquid storage tanks and separation equipment | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 141 | 3,419 |
Heavy wall seamless carbon steel pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,818 | 7,314 |
Stainless steel pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 39,911 | 43,728 |
Galvanized pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,343 | 6,203 |
Specialty chemicals | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 14,565 | $ 14,033 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gains on equity securities | $ 0 | $ (852,000) | |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gains on equity securities | (900,000) | ||
Fair value of equity securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Company's Earn-Out Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Earn-out payments during the period | $ 1,029 | $ 863 |
Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 3,721 | |
Earn-out payments during the period | (1,029) | |
Changes in fair value during the period | 225 | |
Ending balance | 2,917 | |
MUSA-Stainless | Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 375 | |
Earn-out payments during the period | (385) | |
Changes in fair value during the period | 10 | |
Ending balance | 0 | |
MUSA-Galvanized | Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 941 | |
Earn-out payments during the period | (171) | |
Changes in fair value during the period | 45 | |
Ending balance | 815 | |
American Stainless | Level 3 Inputs | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 2,405 | |
Earn-out payments during the period | (473) | |
Changes in fair value during the period | 170 | |
Ending balance | $ 2,102 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Fair Value Level 3 Assets and Valuation Technique (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Level 3 Inputs | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Discount rate applied to earn-out payments | 2,917 |
Weighted Average | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Discount rate applied to earn-out payments | 0.05 |
Weighted Average | Measurement Input, Future Revenue Projection | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | $ 6,700 |
Minimum | Measurement Input, Future Revenue Projection | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | 4,700 |
Maximum | Measurement Input, Future Revenue Projection | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurement input | $ 7,900 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 38,892 | $ 36,349 |
Work-in-process | 22,963 | 20,520 |
Finished goods | 27,765 | 28,929 |
Inventory, gross | 89,620 | 85,798 |
Less: inventory reserves | (857) | (718) |
Inventories, net | $ 88,763 | $ 85,080 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 105,966 | $ 106,150 |
Less: accumulated depreciation and amortization | (72,489) | (71,054) |
Property, plant and equipment, net | 33,477 | 35,096 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 3 | 3 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 2,955 | 2,939 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 84 | 84 |
Machinery, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 100,737 | 100,352 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 2,187 | $ 2,772 |
Intangible Assets and Deferre_3
Intangible Assets and Deferred Charges - Narrative (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Deferred charges, amortization period | 4 years | ||
Loss on extinguishment of debt | $ 223 | $ 0 | |
Line of Credit | $150 million revolving line of credit, due January 15, 2025 | Revolving Credit Facility | |||
Finite-Lived Intangible Assets [Line Items] | |||
Debt term | 4 years | ||
Loss on extinguishment of debt | $ 200 | ||
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 8 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 15 years |
Intangible Assets and Deferre_4
Intangible Assets and Deferred Charges - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, gross | $ 30,866 | $ 30,866 |
Accumulated amortization of intangible assets | (20,120) | (19,440) |
Intangible assets, net | $ 10,746 | $ 11,426 |
Intangible Assets and Deferre_5
Intangible Assets and Deferred Charges - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 2,041 |
2022 | 2,501 |
2023 | 1,050 |
2024 | 952 |
2025 | 855 |
2026 | 758 |
Thereafter | $ 2,589 |
Intangible Assets and Deferre_6
Intangible Assets and Deferred Charges - Schedule of Deferred Charges (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Deferred charges, gross | $ 388 | $ 792 |
Accumulated amortization of deferred charges | (21) | (337) |
Deferred charges, net | $ 367 | $ 455 |
Long-term Debt - Summary of Deb
Long-term Debt - Summary of Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 20, 2018 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 62,454,000 | $ 60,495,000 | |
Current portion of long-term debt | 1,313,000 | 875,000 | |
Total long-term debt | 63,767,000 | 61,370,000 | |
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 62,454,000 | 0 | |
Principal amount of debt | 150,000,000 | ||
Revolving Credit Facility | $100 million revolving line of credit, due December 20, 2021 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 49,037,000 | |
Principal amount of debt | 100,000,000 | ||
Secured Debt | $20 million term loan, due February 1, 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | $ 11,458,000 | |
Principal amount of debt | $ 20,000,000 | $ 20,000,000 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) | Jan. 15, 2021 | Dec. 20, 2018 | Mar. 31, 2021 |
$150 million revolving line of credit, due January 15, 2025 | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Initial borrowing capacity | $ 110,000,000 | ||
Weighted average interest rate | 2.42% | ||
$150 million revolving line of credit, due January 15, 2025 | Delayed Draw Term Loan | |||
Line of Credit Facility [Line Items] | |||
Initial borrowing capacity | $ 5,000,000 | ||
$150 million revolving line of credit, due January 15, 2025 | Delayed Draw Term Loan | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.65% | ||
$20 million term loan, due February 1, 2024 | |||
Line of Credit Facility [Line Items] | |||
Debt term | 5 years | ||
$20 million term loan, due February 1, 2024 | Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Principal amount of debt | $ 20,000,000 | $ 20,000,000 | |
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Debt term | 4 years | ||
Maximum borrowing capacity | $ 150,000,000 | ||
Initial borrowing capacity | $ 105,000,000 | 10,500,000 | |
Minimum amount of excess availability required to be had | $ 7,500,000 | ||
Percentage of minimum amount of excess availability required to be had | 10.00% | ||
Remaining borrowing capacity | $ 41,200,000 | ||
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | Line of Credit | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 0.50% | ||
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | Line of Credit | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread | 1.50% | ||
Revolving Credit Facility | $150 million revolving line of credit, due January 15, 2025 | 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 Credit Facility | $100 million revolving line of credit, due December 20, 2021 | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Recorded in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets, operating leases | $ 31,429 | $ 31,769 |
Property, plant and equipment | 47 | 56 |
Current portion of lease liabilities, operating leases | 897 | 867 |
Current portion of lease liabilities, finance leases | 14 | 19 |
Non-current portion of lease liabilities, operating leases | 32,524 | 32,771 |
Non-current portion of lease liabilities, finance leases | $ 34 | $ 37 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Right-of-use asset Obtained in exchange for operating lease liability | $ 0 |
Leases - Schedule of Total Leas
Leases - Schedule of Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,023 | $ 1,035 |
Finance lease cost: | ||
Amortization of right-of-use assets | 9 | 59 |
Interest on finance lease liabilities | 0 | 17 |
Total lease cost | $ 1,032 | $ 1,111 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Operating | |
Remainder of 2021 | $ 2,711 |
2022 | 3,665 |
2023 | 3,699 |
2024 | 3,549 |
2025 | 3,619 |
Thereafter | 43,540 |
Total undiscounted minimum future lease payments | 60,783 |
Imputed interest | 27,362 |
Present value of lease liabilities | $ 33,421 |
Leases - Maturities of Finance
Leases - Maturities of Finance Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finance | |
Remainder of 2021 | $ 13 |
2022 | 15 |
2023 | 15 |
2024 | 8 |
2025 | 0 |
Thereafter | 0 |
Total undiscounted minimum future lease payments | 51 |
Imputed Interest | 3 |
Present value of lease liabilities | $ 48 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term | ||
Operating leases | 15 years 2 months 26 days | 15 years 5 months 19 days |
Finance leases | 2 years 11 months 1 day | 2 years 10 months 28 days |
Weighted-average discount rate | ||
Operating leases | 8.33% | 8.33% |
Finance leases | 2.31% | 2.44% |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Repurchase Program (Details) - shares | Feb. 17, 2021 | Mar. 31, 2021 |
Equity, Class of Treasury Stock [Line Items] | ||
Number of shares authorized to be repurchased (in shares) | 790,383 | |
Stock repurchase program, number of remaining shares authorized to be repurchased (in shares) | 790,383 | |
First Share Repurchase Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Period for shares to be repurchased | 24 months | |
Amended Share Repurchase Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Period for shares to be repurchased | 24 months |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Shares Repurchased (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Number of shares repurchased (in shares) | 0 | 59,617,000 |
Average price per share (in dollars per share) | $ 0 | $ 10.65 |
Total cost of shares repurchased | $ 0 | $ 636,940 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income (loss) | $ 1,094 | $ (1,178) |
Denominator: | ||
Denominator for basic earnings per share - weighted average shares (in shares) | 9,191 | 9,074 |
Employee stock options and stock grants (in shares) | 97 | 0 |
Denominator for diluted earnings per share - weighted average shares (in shares) | 9,288 | 9,074 |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.12 | $ (0.13) |
Diluted (in dollars per share) | $ 0.12 | $ (0.13) |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 200 | 200 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (benefit) | $ 241 | $ (1,380) |
Effective income tax rate | 18.10% | 54.00% |
Industry Segments (Details)
Industry Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 69,778 | $ 74,697 | |
Operating income | 2,105 | (927) | |
Unallocated corporate expenses | 6,869 | 7,770 | |
Acquisition costs and other | 0 | 304 | |
Proxy contest costs and recoveries | (464) | 0 | $ 3,100 |
Earn-out adjustments | 225 | 4 | |
Interest expense | 387 | 719 | |
Loss on extinguishment of debt | 223 | 0 | |
Change in fair value of interest rate swap | (2) | 85 | |
Other, net | 162 | 827 | |
Income (loss) before income taxes | 1,335 | (2,558) | |
Identifiable assets | 215,327 | 206,984 | |
Metals Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 55,213 | 60,664 | |
Specialty Chemicals Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 14,565 | 14,033 | |
Operating segment | Metals Segment | |||
Segment Reporting Information [Line Items] | |||
Operating income | 2,577 | 934 | |
Identifiable assets | 151,657 | 141,799 | |
Operating segment | Specialty Chemicals Segment | |||
Segment Reporting Information [Line Items] | |||
Operating income | 1,056 | 466 | |
Identifiable assets | 27,612 | 25,039 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Unallocated corporate expenses | 1,767 | 2,019 | |
Acquisition costs and other | 0 | 304 | |
Earn-out adjustments | 225 | $ 4 | |
Identifiable assets | $ 36,058 | $ 40,146 |
Proxy Contest Costs and Recov_2
Proxy Contest Costs and Recoveries (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Proxy contest costs and recoveries | $ (464) | $ 0 | $ 3,100 |
Insurance recoveries, receivable | $ 500 |
Subsequent Events (Details)
Subsequent Events (Details) - Stock Awards - Subsequent Event | Apr. 13, 2021$ / sharesshares |
Subsequent Event [Line Items] | |
Equity instruments other options, grants in period (in shares) | shares | 15,228 |
Share-based Payment Arrangement, Tranche One | |
Subsequent Event [Line Items] | |
Options granted in the period, weighted average exercise price (in dollars per share) | $ 9.85 |
Award vesting percentage | 50.00% |
Vesting period | 3 years |
Share-based Payment Arrangement, Tranche Two | |
Subsequent Event [Line Items] | |
Options granted in the period, weighted average exercise price (in dollars per share) | $ 14.50 |
Award vesting percentage | 50.00% |
Vesting period | 30 days |
Uncategorized Items - synl-2021
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201613Member |