Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 66.3 | ||
Entity Common Stock, Shares Outstanding | 10,223,498 | ||
Documents Incorporated by Reference | Documents Incorporated By Reference Portions of the Proxy Statement for the 2022 annual shareholders' meeting are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0000095953 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Audit Information [Abstract] | ||
Auditor Name | BDO USA, LLP | KPMG, LLP |
Auditor Location | Richmond, VA | Richmond, VA |
Auditor Firm ID | 243 | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,021 | $ 236 |
Accounts receivable, net | 50,126 | 28,183 |
Inventories, net | ||
Raw materials | 48,448 | 35,997 |
Work-in-process | 24,990 | 20,304 |
Finished goods | 29,811 | 28,779 |
Total inventories, net | 103,249 | 85,080 |
Prepaid expenses and other current assets | 3,728 | 13,384 |
Assets held for sale | 855 | 0 |
Total current assets | 159,979 | 126,883 |
Property, plant and equipment, net | 43,720 | 35,096 |
Right-of-use assets, operating leases, net | 30,811 | 31,769 |
Goodwill | 12,637 | 1,355 |
Intangible assets, net | 14,382 | 11,426 |
Deferred charges, net | 302 | 455 |
Other non-current assets | 4,171 | 0 |
Total assets | 266,002 | 206,984 |
Liabilities and Shareholders' equity | ||
Commitments and contingencies – see Note 15 | ||
Current liabilities: | ||
Accounts payable | 32,318 | 19,732 |
Accounts payable - related parties | 2 | 0 |
Accrued expenses and other current liabilities | 12,407 | 6,123 |
Current portion of long-term debt | 2,464 | 875 |
Current portion of earn-out liability | 1,961 | 3,434 |
Current portion of operating lease liabilities | 1,104 | 867 |
Current portion of finance lease liabilities | 233 | 19 |
Total current liabilities | 50,489 | 31,050 |
Long-term debt | 67,928 | 60,495 |
Long-term portion of earn-out liability | 0 | 287 |
Long-term portion of operating lease liabilities | 32,059 | 32,771 |
Long-term portion of finance lease liabilities | 1,414 | 37 |
Deferred income taxes | 2,433 | 1,957 |
Other long-term liabilities | 89 | 92 |
Total liabilities | 154,412 | 126,689 |
Commitments and contingencies – see Note 15 | ||
Shareholders' equity: | ||
Common stock - $1 par value: Authorized 24,000,000 shares; issued 11,085,103 and 10,300,000 shares, respectively | 11,085 | 10,300 |
Capital in excess of par value | 46,058 | 37,719 |
Retained earnings | 63,080 | 42,835 |
Shareholders' equity before treasury stock | 120,223 | 90,854 |
Less cost of common stock in treasury - 918,471 and 1,123,319 shares, respectively | 8,633 | 10,559 |
Total shareholders' equity | 111,590 | 80,295 |
Total liabilities and shareholders' equity | $ 266,002 | $ 206,984 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities and Shareholders' Equity | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 |
Common stock, shares issued (in shares) | 11,085,103 | 10,300,000 |
Common stock in treasury, at cost (in shares) | 918,471 | 1,123,319 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 334,715,000 | $ 256,000,000 |
Cost of sales | 273,949,000 | 233,348,000 |
Gross profit | 60,766,000 | 22,652,000 |
Selling, general and administrative expense | 30,144,000 | 28,718,000 |
Acquisition costs and other | 1,001,000 | 845,000 |
Proxy contest costs and recoveries | 168,000 | 3,105,000 |
Earn-out adjustments | 1,872,000 | (1,195,000) |
Asset impairment | 233,000 | 6,214,000 |
Goodwill impairment | 0 | 16,203,000 |
Gain on lease modification | 0 | (171,000) |
Operating income (loss) | 27,348,000 | (31,067,000) |
Other (income) and expense | ||
Interest expense | 1,486,000 | 2,110,000 |
Loss on extinguishment of debt | 223,000 | 0 |
Change in fair value of interest rate swap | (2,000) | 51,000 |
Other, net | 143,000 | (1,255,000) |
Income (loss) before income taxes | 25,498,000 | (31,973,000) |
Income tax provision (benefit) | 5,253,000 | (4,706,000) |
Net income (loss) | $ 20,245,000 | $ (27,267,000) |
Net income (loss) per common share: | ||
Basic (in dollars per share) | $ 2.17 | $ (2.98) |
Diluted (in dollars per share) | $ 2.14 | $ (2.98) |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 9,340 | 9,140 |
Diluted (in shares) | 9,456 | 9,140 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 20,245,000 | $ (27,267,000) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation expense | 7,547,000 | 7,572,000 |
Amortization expense | 2,794,000 | 3,028,000 |
Amortization of debt issuance costs | 95,000 | 177,000 |
Asset impairment | 233,000 | 6,214,000 |
Goodwill impairment | 0 | 16,203,000 |
Loss on extinguishment of debt | 223,000 | 0 |
Unrealized gain on equity securities | 0 | (208,000) |
Deferred income taxes | (2,071,000) | 1,167,000 |
Proceeds from business interruption insurance | 0 | 1,040,000 |
Loss on sale of equity securities | 0 | 38,000 |
Earn-out adjustments | 1,872,000 | (1,195,000) |
Payments of earn-out liabilities in excess of acquisition date fair value | (138,000) | (292,000) |
(Reduction of) provision for losses on accounts receivable | (398,000) | 890,000 |
Provision for losses on inventories | 1,649,000 | 271,000 |
(Gain) loss on disposal of property, plant and equipment | (848,000) | 237,000 |
Non-cash lease expense | 481,000 | 510,000 |
Non-cash lease termination loss | 5,000 | 24,000 |
Gain on lease modification | 0 | (171,000) |
Change in fair value of interest rate swap | (2,000) | 51,000 |
Payments for termination of interest rate swap | (46,000) | 0 |
Issuance of treasury stock for director fees | 132,000 | 345,000 |
Share-based compensation expense | 799,000 | 1,791,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (16,185,000) | 5,552,000 |
Inventories | (18,873,000) | 9,122,000 |
Other assets and liabilities | (55,000) | (912,000) |
Accounts payable | 10,835,000 | (1,418,000) |
Accounts payable - related parties | 2,000 | 0 |
Accrued expenses | 1,506,000 | 86,000 |
Accrued income taxes | 9,253,000 | (4,877,000) |
Net cash provided by operating activities | 19,055,000 | 17,978,000 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (1,497,000) | (3,748,000) |
Proceeds from disposal of property, plant and equipment | 1,400,000 | 312,000 |
Proceeds from sale of equity securities | 0 | 4,430,000 |
Acquisitions, net of cash acquired | (32,564,000) | 0 |
Net cash (used in) provided by investing activities | (32,661,000) | 994,000 |
Cash flows from financing activities: | ||
Borrowings from long-term debt | 215,528,000 | 0 |
Proceeds from the issuance of common stock related to Rights Offering | 10,010,000 | 0 |
Proceeds from exercise of stock options | 109,000 | 0 |
Payments on long-term debt | (206,505,000) | (4,000,000) |
Payments on BB&T line of credit | 0 | (10,184,000) |
Principal payments on finance lease obligations | (92,000) | (109,000) |
Payments for finance lease terminations | 0 | (204,000) |
Payments on earn-out liabilities | (3,494,000) | (3,946,000) |
Repurchase of common stock | 0 | (635,000) |
Payments of deferred financing costs | (165,000) | (284,000) |
Net cash provided by (used in) financing activities | 15,391,000 | (19,362,000) |
Increase (Decrease) in cash and cash equivalents | 1,785,000 | (390,000) |
Cash and cash equivalents at beginning of year | 236,000 | 626,000 |
Cash and cash equivalents at end of year | $ 2,021,000 | $ 236,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - 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) | (27,267) | (27,267) | |||||
Issuance of shares of common stock from the treasury | 345 | (1,479) | 1,824 | ||||
Share-based compensation | 1,791 | 1,791 | |||||
Purchase of common stock | (635) | (635) | |||||
Ending balance at Dec. 31, 2020 | 80,295 | 10,300 | 37,719 | 42,835 | (10,559) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 20,245 | 20,245 | |||||
Issuance of shares of common stock from the right offering | 10,010 | 785 | 9,225 | ||||
Issuance of shares of common stock from the treasury | 132 | (1,670) | 1,802 | ||||
Exercise of stock options , net | 109 | (15) | 124 | ||||
Share-based compensation | 799 | 799 | |||||
Ending balance at Dec. 31, 2021 | $ 111,590 | $ 11,085 | $ 46,058 | $ 63,080 | $ (8,633) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock from the treasury (in shares) | 191,673 |
Shares issued in connection at-the-market offering (in shares) | 785,103 |
Stock options exercised, net (in shares) | 13,174 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Synalloy Corporation (the "Company") was incorporated in Delaware in 1958 as the successor to a chemical manufacturing business founded in 1945. Its charter is perpetual. The name was changed on July 31, 1967 from Blackman Uhler Industries, Inc. The Company's executive office is located at 4510 Cox Road, Suite 201, Richmond, Virginia 23060. The Company's business is divided into two reportable operating segments, the Metals Segment and the Specialty Chemicals Segment. As of December 31, 2021, the Metals Segment operates as three reporting units that include Bristol Metals, LLC ("BRISMET") and American Stainless Tubing, LLC ("ASTI") (collectively "Welded Pipe & Tube"), Palmer of Texas Tanks, Inc. ("Palmer") and Specialty Pipe & Tube, Inc. ("Specialty"). As discussed in Note 4 , on February 17, 2021 the Board of Directors authorized the permanent cessation of operations at Palmer and the subleasing of the Palmer facility. As of December 31, 2021, the Company permanently ceased operations and is in the process of divesting all remaining assets at the facility. The Specialty Chemicals Segment operates as one reportable unit and is comprised of Manufacturers Chemicals, LLC ("MC"), a wholly-owned subsidiary of Manufacturers Soap and Chemical Company ("MS&C"), CRI Tolling, LLC ("CRI") and DanChem Technologies, Inc. ("DanChem"). Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All significant intercompany accounts and transactions have been eliminated. Use of Estimates - The preparation of the Company's financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying value of assets and liabilities that are readily available from other sources. Actual results may differ from these estimates. Impacts of COVID-19 - During the year ended December 31, 2021, aspects of the Company's business continued to be affected by macroeconomic factors related to the COVID-19 pandemic, including production in our plants and within our supply chain. The nature of the situation is dynamic and the full extent of any future impacts of the COVID-19 pandemic on the Company's operational and financial performance is currently uncertain and will depend on many factors outside of the Company's control. Immaterial Out of Period Adjustment - During the fourth quarter of fiscal 2021, the Company identified certain immaterial adjustments in the accounting for inventory and related effect on income taxes that impacted the Company’s quarterly and annual financial statements previously issued . T herefore, the Company recorded an out of period adjustment which increased cost of sales by $2.2 million and decreased inventory by $2.2 million resulting in a decrease to operating income and income before income taxes of $2.2 million, a decrease to income tax provision of $0.5 million and a decrease to net income of $1.7 million. Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash levels in bank accounts that, at times, may exceed federally-insured limits. Accounts Receivable - Accounts receivable from the sale of products are recorded at net realizable value and the Company generally grants credit to customers on an unsecured basis. Substantially all of the Company's accounts receivable are due from companies located throughout the United States. The Company provides an allowance for credit losses for projected uncollectible amounts. The allowance is based upon an analysis of accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivables balances, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables are generally due within 30 to 60 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. The Company had an allowance for credit losses of $0.2 million and $0.5 million at December 31, 2021 and 2020, respectively. Inventories - Inventory is stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost. This would indicate that an adjustment would be required. Stainless steel, both in its raw material (coil or plate) or finished goods (pipe and tube) state is purchased/sold using a base price plus an additional surcharge which is dependent on current nickel prices. As raw materials are purchased, it is priced to the Company based upon the surcharge at that date. When the selling price of the finished pipe is set for the customer, approximately three months later, the then-current nickel surcharge is used to determine the proper selling prices. A lower of cost or net realizable value ("LCNRV") adjustment is recorded when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge. During the years ended December 31, 2021 and 2020, respectively, no material LCNRV adjustments were required by our Metals Segment other than those at our storage tank facility. During the year ended December 31, 2020, adjustments of $3.8 million to inventory cost were required due to the curtailment of operations at our Palmer facility as a result of the COVID-19 pandemic and lower demand for oil and gas products which caused the net realizable value to fall below inventory cost for certain tanks. In addition, the Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory - The Company identified inventory items with no sales activity for finished goods or no usage for raw materials for a certain period of time. For those inventory items not currently being marketed and unable to be sold, a reserve was established for 100% of the inventory cost less any estimated scrap proceeds. The Company reserved $1.1 million and $0.2 million as of December 31, 2021 and 2020, respectively. • Estimated quantity losses - The Company performs an annual physical count of inventory during the fourth quarter each year. For those facilities that complete their physical inventory counts before the end of December, a reserve is established for the potential quantity losses that could occur subsequent to their physical inventory. This reserve is based upon the most recent physical inventory results. The Company had $0.2 million and $0.5 million reserved for physical inventory quantity losses as of December 31, 2021 and 2020, respectively. Property, Plant and Equipment - Property, plant and equipment are stated at cost. Depreciation is determined based on the straight-line method over the estimated useful life of the assets. Substantially all depreciation is recorded within cost of goods sold on the consolidated statement of operations. Leasehold improvements are depreciated over the shorter of their useful lives or the remaining non-cancellable lease term, buildings are depreciated over a range of 10 years to 40 years, and machinery, fixtures and equipment are depreciated over a range of three years to 20 years. The costs of software licenses are amortized over five years using the straight-line method. The Company continually reviews the recoverability of the carrying value of long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. When the future undiscounted cash flows of the operation to which the assets relate do not exceed the carrying value of the asset, the assets are written down to fair value. Business Combinations - Business combinations are accounted for using the acquisition method of accounting. Under this method, the total consideration transferred to consummate the business combination is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the transaction. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired, if any, and liabilities assumed. See Not e 2 for further discussion on the Company's acquisition of DanChem in 2021. Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less fair value of liabilities assumed, in a business combination. The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level. Goodwill is not amortized but is evaluated for impairment at least annually on October 1 or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed. The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill. Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, based on discounted future cash flows, and a market approach, based on market multiples applied to free cash flow. If the fair value exceeds the carrying value, then no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any impairment identified is included within "goodwill impairment" in the consolidated statement of operations. A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. During 2021, goodwill was allocated to the Specialty Chemicals Segment. During 2020, goodwill was allocated to the Welded Pipe and Tube reporting unit and the Specialty Chemicals Segment. The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows: (in thousands) Specialty Chemicals Segment Metals Total Balance December 31, 2019 $ 1,355 $ 16,203 $ 17,558 Impairment charges — (16,203) (16,203) Balance December 31, 2020 1,355 — 1,355 Acquisitions 11,282 — 11,282 Balance December 31, 2021 $ 12,637 $ — $ 12,637 During the third quarter of 2020, the Company determined potential indicators of impairment within the Welded Pipe & Tube reporting unit included in the Metals Segment existed. Continued declines in the Company's stock price, reporting unit operating losses, and continued declines in the reporting unit's net sales compared to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform another quantitative evaluation of goodwill. As a result, the Company quantitatively evaluated the Welded Pipe & Tube reporting unit for impairment. Fair value of the reporting unit was determined using a combination of an income approach and a market-based approach with equal weighting applied to each approach. The income approach utilized the estimated discounted cash flows expected to be generated by the reporting unit's assets while the market-based approach utilized comparable company information. Determining the fair value of the reporting unit to determine the implied fair value of the goodwill is judgmental in nature and requires the use of significant management estimates and assumptions. These estimates and assumptions include the discount rate, terminal growth rate, tax rate, projected capital expenditures, and overall operational forecasts, including sales growth, gross margins, and operating margins. Any changes in the judgments, estimates, or assumptions could produce significantly different results. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Welded Pipe and Tube reporting unit was below its carrying value by 9.7% resulting in a goodwill impairment charge of $10.7 million for the quarter ended September 30, 2020. During the fourth quarter of 2020, the Company determined potential indicators of impairment within the Welded Pipe & Tube reporting unit included in the Metals Segment existed. Continued risks within the stainless steel industrial business, reporting unit operating losses, and continued declines in the reporting unit's net sales compared to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform another quantitative evaluation of goodwill. As a result, the Company quantitatively evaluated the Welded Pipe & Tube reporting unit for impairment. Fair value of the reporting unit was determined using a combination of an income approach and a market-based approach with equal weighting applied to each approach. The income approach utilized the estimated discounted cash flows expected to be generated by the reporting unit's assets while the market-based approach utilized comparable company information. Determining the fair value of the reporting unit to determine the implied fair value of the goodwill is judgmental in nature and requires the use of significant management estimates and assumptions. These estimates and assumptions include the discount rate, terminal growth rate, tax rate, projected capital expenditures, and overall operational forecasts, including sales growth, gross margins, and operating margins. Any changes in the judgments, estimates, or assumptions could produce significantly different results. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Welded Pipe and Tube reporting unit was below its carrying value by 24.1% resulting in the remainder of the goodwill attributable to the Welded Pipe and Tube reporting unit being impaired and a goodwill impairment charge of $5.5 million for the quarter ended December 31, 2020. We conducted our annual impairment test of the Specialty Chemicals Segment as of October 1, 2021. The Company performed a discounted cash flow analysis and a market multiple analysis for the Specialty Chemicals Segment. The discounted cash flow analysis included management assumptions for expected sales growth, capital expenditures and overall operational forecasts. the market multiple analysis included historical and projected performance, market capitalization, volatility and multiples for industry peers. As of December 31, 2021, we determined that no impairment of the carrying value of goodwill for this reporting unit was required. Intangible Assets - Intangible assets consists primarily of customer relationships and represents the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful lives using either an accelerated or straight-line method over a period ranging from eight Intangible assets totaled $28.9 million and $30.9 million as of December 31, 2021 and 2020, respectively. Accumulated amortization of intangible assets as of December 31, 2021 and 2020 totaled $14.5 million and $19.5 million, respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows: (in thousands) 2022 $ 2,884 2023 1,433 2024 1,336 2025 1,238 2026 1,141 Thereafter 6,350 Total $ 14,382 The Company recorded amortization expense related to intangible assets of $2.8 million and $3.0 million for 2021 and 2020. respectively. Deferred Charges - Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of four years and is recorded in interest expense on the consolidated statement of operations. On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement (the "Credit Agreement") with BMO Harris Bank, N.A ("BMO") providing the Company with a new four-year revolving credit facility and replacing the Company's previous asset based revolving line of credit and term loan with Truist Bank ("Truist"). The Company accounted for this refinance as a debt extinguishment and, as a result, $0.2 million of unamortized debt issuance costs associated with the Company's previously existing bank debt were written off as a loss on extinguishment of debt during the year ended December 31, 2021. Deferred charges totaled $0.4 million and $0.8 million as of December 31, 2021 and 2020, respectively. Accumulated amortization of deferred charges as of December 31, 2021 and 2020 totaled $0.1 million and $0.3 million, respectively. The Company recorded amortization expense related to deferred charges of $0.1 million for 2021. Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value. Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as long-lived assets held-for-sale. An impairment loss is recorded for long-lived assets held-for-sale when the carrying amount of the asset exceeds its fair value less cost to sell. A long-lived asset is not depreciated while its classified as held-for-sale. For long-lived assets to be abandoned, the Company considers the asset to be disposed of when it ceases to be used. Until it ceases to be used, the Company continues to classify the asset as held-for-use and test for potential impairment accordingly. If the Company commits to a plan to abandon a long-lived asset before the end of its previously estimated useful life, its depreciable life is re-evaluated. Fair value measurements associated with long-lived asset impairments are included in Note 4 to the consolidated financial statements. Earn-Out Liabilities - In connection with the 2019 American Stainless acquisition, the Company is required to make quarterly earn-out payments to American Stainless for a period of three years following closing equal to six and one-half percent (6.5%) of ASTI’s revenue over the three-year earn-out period. These quarterly earn-out payments end in 2022. In connection with the 2018 MUSA-Galvanized acquisition, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of galvanized pipe and tube. These quarterly earn-out payments end in 2022. In connection with the 2017 MUSA-Stainless acquisition, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of stainless steel pipe and tube (outside diameter of 10 inches or less). These quarterly earn-out payments ended in 2021. The fair value of the earn-out liabilities are estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. Changes to the fair value of the earn-out liabilities are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the consolidated statements of operations. See Note 4 for additional information on the Company's earn-out liabilities. Revenue Recognition - Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its standalone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines standalone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. See Note 3 for additional information on the Company's revenue. Shipping Costs - Shipping costs are treated as fulfillment activities at the time control and title of the promised good and services rendered are transferred to the customer. Shipping costs of approximately $9.4 million and $8.0 million in 2021 and 2020, respectively, are recorded in cost of goods sold on the consolidated statement of operations. Share-Based Compensation - Share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statements of operations as compensation expense (based on their estimated fair values at grant date) generally over the vesting period of the awards using the straight-line method. Any forfeitures of share-based awards are recorded as they occur. See Note 10 for additional information on the Company's accounting for share-based payments. Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing accounts and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Additionally, the Company maintains reserves for uncertain tax provisions, if necessary. See Note 11 for additional information on the Company's income taxes. Earnings Per Share - Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. Leases - The Company determines whether an arrangement is a lease at contract inception. For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the consolidated balance sheets equal to the present value of the fixed lease payments over the lease term. Lease liabilities represent an obligation to make lease payments arising from a lease while right-of-use assets represent a right to use an underlying asset during the lease term. The Company does not separate lease and non-lease components for its underlying assets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, the Company's leases generally do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company's estimated incremental borrowing rate is utilized, determined on a fully collateralized and fully amortizing basis, to discount lease payments based on information available at lease commencement. The Company determines the appropriate incremental borrowing rate by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. Such adjustments include assuming the Store Capital lease would require two lenders with the secondary lender being secured on a second lien requiring mezzanine rates. Lease costs are recognized on a straight-line basis over the lease term. Right-of-use assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of the remaining lease payments and estimated incremental borrowing rate upon lease modification. The difference between the remeasured right-of-use asset and the operating lease liabilities are recognized as a gain or loss within operating expenses. The Company reviews any changes to its lease agreements for potential modifications and/or indicators of impairment of the respective right-of-use asset. Operating leases are included in ROU assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities on the accompanying consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and long-term portion of finance lease liabilities. See Note 7 for additional information on the Company's leases. The Company subleases portions of certain properties that are not used in its operations. Sublease income was not significant for any periods presented. Concentrations of Credit Risk - Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits and trade accounts receivable. The Specialty Chemicals Segment has one customer that accounted for approximately 15% of the segment's revenues for 2021. Accounting Pronouncement Recently Adopted - On January 1, 2020, the Company adopted ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance removes disclosure requirements pertaining to the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. In addition, the amendment clarifies that the measurement uncertainty disclosure is to communicate information about uncertainty in measurement as of the reporting date. The guidance also adds disclosure requirements for changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The adoption of this standard by the Company did not have a material impact on the consolidated financial statements or footnote disclosures. See Note 4 for further discussion on the Company's fair value measurements. On January 1, 2020, the Company adopted ASU No. 2017-04 Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The updated guidance eliminated step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to a reporting unit with a zero or negative carrying amount of net assets should be disclosed. The adoption of this standard by the Company did not have a material impact on the consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance amends the current accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions, and reasonable and supportable forecasts rather than the incurred loss model which reflects losses that are probable. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company evaluated its financial instruments and determined that its trade accounts receivable are subject to the new current expected credit loss model. Based upon the application of the new current expected credit loss model, on January 1, 2020, we recorded a cumulative effect adjustment of $0.4 million to Retained Earnings. The adoption of this standard by the Company did not have a material impact on the consolidated statement of operations or cash flows. 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. Accounting Pronouncements Not Yet Adopted - In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting." The ASU, and subsequent clarifications, provide practical expedients for contract modification accounting related to the transition away from the London Interbank Offered Rate (LIBOR) and other interbank offering rates to alternative reference rates. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company intends to use the expedients where needed for reference rate transition. The Company continues to evaluate this standard update and does not currently expect a material impact to the Company’s financial statements or disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of DanChem Technologies, Inc. On October 22, 2021, the Company completed the acquisition of all of the issued and outstanding shares of common stock of DanChem, a contract manufacturer of chemical products located in Danville, Virginia. The Company accounted for the transaction as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805 - "Business Combinations". The preliminary purchase price was $34.1 million including $1.5 million in cash obtained through the acquisition. The purchase price was paid in cash and funded through a drawdown of $34.5 million on the Company’s existing revolving credit facility. Amounts outstanding under the revolving line of credit portion of the facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or (b) LIBOR plus 1.50%. See Note 6 for more information on the Company's long-term debt. The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the Acquisition. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below. (in thousands) October 22, 2021 Cash and cash equivalents $ 1,533 Accounts receivable, net of allowance for credit losses 5,358 Inventories 1,561 Prepaid expenses and other current assets 454 Property, plant and equipment 15,697 Right of use asset, operating leases 208 Intangible assets 5,750 Total identifiable assets acquired 30,561 Accounts payable 1,751 Accrued expenses and other current liabilities 1,622 Current portion of operating lease liabilities 51 Current portion of finance lease liabilities 215 Deferred income taxes 2,542 Long-term portion of operating lease liabilities 157 Long-term portion of finance lease liabilities 1,408 Total identifiable liabilities assumed 7,746 Net identifiable assets acquired 22,815 Transaction price 34,097 Goodwill $ 11,282 The Company is in various phases of valuing the assets acquired and liabilities assumed, including deferred tax balances, and the Company's estimate of these values was still preliminary on December 31, 2021. Therefore, these provisional amounts are subject to change as the Company continues to evaluate information required to complete the valuations throughout the measurement period, which will not exceed one year from the acquisition date. Goodwill is calculated as the excess of the purchase price over the fair value of t he net assets acquired. The recognized goodwill is attributable to operational synergies, assembled workforce and growth opportunities and was allocated to the Company's Specialty Chemicals Segment . Substantially all of the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. Approximately $1.0 million of one-time, acquisition-related costs, is recognized in acquisition costs and other expenses in the consolidated statement of operations as of December 31, 2021 . The Company identified DanChem’s customer relationships, product development know-how, and tradename as finite-lived assets with estimated fair values as of the acquisition date of $5.1 million, $0.5 million, and $0.2 million, respectively. The finite-lived assets are subject to amortization using the straight-line method over 15 years. Total net sales and operating income for DanChem for the period from October 22, 2021 through December 31, 2021 were as follows: (in thousands) Period from Net sales $ 5,692 Operating income $ 621 Pro Forma Financial Information The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the acquisition of DanChem as if it had occurred on January 1, 2020: (unaudited) Year Ended December 31, (in thousands, except per share data) 2021 2020 Net sales $ 358,735 $ 282,365 Net income (loss) 21,681 (26,468) Basic net income (loss) per common share 2.32 (2.90) Diluted net income (loss) per common share $ 2.29 $ (2.90) These unaudited pro forma results include adjustments, such as property, plant and equipment step-up, amortization of acquired intangible assets and interest expense on debt financing in connection with the acquisition. The unaudited consolidated pro forma financial information was prepared in accordance with GAAP and is not necessarily indicative of the results of operations that would have occurred if the acquisition had been completed on the date indicated, nor is it indicative of the future operating results of the Company. The unaudited pro forma results do not reflect events that either have occurred or may occur after the acquisition date, including, but not limited to, the anticipated realization of operating synergies in subsequent periods. These results do not give effect to certain charges that the Company expects to incur in connection with the acquisition, including, but not limited to, additional professional fees and employee integration. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues Recognition | Revenue Recognition Revenue is generated primarily from contracts to produce, ship and deliver steel and specialty chemical products. The Company’s performance obligations are satisfied and revenue is recognized when control and title of the contract promised goods or services is transferred to our cus tomers for product shipped or services rendered. Revenues are recorded net of any sales incentives and discounts. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. Shipping costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and are expensed when incurred. Because customers are invoiced at the time title transfers and the Company’s right to consideration is unconditional at that time, the Company does not maintain contract asset balances. Additionally, the Company does not maintain material contract liability balances, as performance obligations for substantially all contracts are satisfied prior to customer payment for product. The Company offers industry standard payment terms. The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. (in thousands) 2021 2020 Fiberglass and steel liquid storage tanks and separation equipment $ 1,343 $ 5,503 Heavy wall seamless carbon steel pipe and tube 40,539 23,670 Stainless steel pipe and tube 186,651 154,974 Galvanized pipe and tube 38,705 20,312 Specialty chemicals 67,477 51,541 Net sales $ 334,715 $ 256,000 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations. The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, revolving line of credit, long-term debt and equity investments. Assets and Liabilities Measured at Fair Value on a Recurring Basis The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Level 3: Contingent consideration (earn-out) liabilities The fair value of contingent consideration liabilities ("earn-out") resulting from the 2019 American Stainless acquisition, 2018 MUSA-Galvanized acquisition and 2017 MUSA-Stainless acquisition are classified as Level 3. The fair value as of December 31, 2021 of the MUSA-Galvanized earn-out and the American Stainless earn-out was estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. Each quarter-end, the Company re-evaluates its assumptions for all earn-out liabilities and adjusts to reflect the updated fair values. Changes in the estimated fair value of the earn-out liabilities are reflected in the results of operations in the periods in which they are identified. Changes in the fair value of the earn-out liabilities may materially impact and cause volatility in the Company's operating results. The following table presents a summary of changes in fair value of the Company's Level 3 earn-out liabilities measured on a recurring basis for 2021 and 2020: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance December 31, 2019 $ 2,403 $ 1,782 $ 4,969 $ 9,154 Earn-out payments during period (1,625) (611) (2,002) $ (4,238) Changes in fair value during the period (403) (230) (562) $ (1,195) Balance December 31, 2020 $ 375 $ 941 $ 2,405 $ 3,721 Earn-out payments during period (385) (780) (2,467) $ (3,632) Changes in fair value during the period 10 945 917 $ 1,872 Balance December 31, 2021 $ — $ 1,106 $ 855 $ 1,961 For the year ended December 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 December 31, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $1,961 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2022 - Future revenue projections $9.1M $9.1M The 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 For the fiscal years ended December 31, 2021 and 2020, the Company's only significant measurements of assets and liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain long-lived assets and goodwill (see Note 1 to the consolidated financial statements for additional information regarding this Level 3 fair value measurement). Long-lived assets The Company reviews the carrying amounts of long-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company assesses performance quarterly against historical patterns, projections of future profitability, and whether it is more likely than not that the assets will be disposed of significantly prior to the end of their estimated useful life for evidence of possible impairment. An impairment loss is recognized when the carrying amount of the asset (disposal) group is not recoverable and exceeds fair value. The Company estimates the fair values of assets subject to long-lived asset impairment based on the Company's own judgments about the assumptions market participants would use in pricing the assets and observable market data, when available. The Company classifies these fair value measurements as Level 3. During 2021, the Company determined that technology associated with certain long-lived assets within the Specialty Chemicals Segment was obsolete and, as a result, recognized a $0.2 million non-cash, pre-tax asset impairment charge. During 2020, due to the continued curtailment of operations related to the COVID-19 pandemic, inventory of Palmer was written down to its net realizable value of $2.1 million and certain long-lived assets of Palmer, including tangible and intangible assets, were written down to their estimated fair value of $1.4 million, resulting in asset impairment charges of $6.2 million. Assets Held-for-Sale On February 17, 2021 the Board of Directors authorized the permanent cessation of operations at Palmer and the subleasing of the Palmer facility. During the three months ended December 31, 2021 the Company permanently ceased operations at the Palmer facility and is in the process of divesting all remaining assets at the facility. The Company determined that the remaining asset group is ready for immediate sale, completion of sale is probable within the next year, and no significant changes to the plan to sell are expected to occur. As of December 31, 2021, the Company determined that the held-for-sale criteria were met and initially measured the remaining assets at the lower of carrying value or fair value less costs to sell. The Company uses observable inputs, such as prices of comparable assets in active markets to determine the fair value of the remaining assets. The Company classifies these fair value measurements as Level 2. The assets classified as held for sale as of December 31, 2021 are as follows: (in thousands) 2021 Inventory, net $ 617 Property, plant and equipment, net 238 Assets held for sale $ 855 The Company remains obligated under the terms of the leases for the rent and other costs that may be associated with the lease of the facility through 2036. During the fourth quarter of 2021 the Company entered into a sublease for a portion of the Palmer facility and is actively pursuing a sublease for the remaining portions of the facility. The Company will continue to dispose of the remaining assets through the first quarter of 2022. Fair Value of Financial Instruments For short-term instruments, other than those required to be reported at fair value on a recurring and non-recurring basis and for which disclosures are included above, management concluded the historical carrying value is a reasonable estimate of the fair value because of the short period of time between origination of such instruments and their expected realization. Therefore, as of December 31, 2021 and 2020, the carrying amount for cash and cash equivalents, accounts receivable, accounts payable, the Company's revolving line of credit and long-term debt, which is based on a variable rate, approximates fair value. There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 or changes in the fair value methodologies used by the Company in the years ended December 31, 2021 or 2020, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 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) 2021 2020 Land $ 723 $ 3 Leasehold improvements 4,641 2,939 Buildings 53 84 Machinery, fixtures and equipment 110,127 100,352 Construction-in-progress 1,900 2,772 117,444 106,150 Less accumulated depreciation and amortization (73,724) (71,054) Property, plant and equipment, net $ 43,720 $ 35,096 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Credit Facilities (in thousands) 2021 2020 Revolving line of credit, due January 15, 2025 $ 65,571 $ — Term loan, due January 15, 2025 4,821 — Revolving line of credit, due December 20, 2021 — 49,037 Term loan, due February 1, 2024 — 12,333 Total long-term debt 70,392 61,370 Less: Current portion of long-term debt (2,464) (875) Long-term debt, less current portion $ 67,928 $ 60,495 On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement with BMO Harris Bank N.A. ("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 (the "Truist Line"), 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 (the "Truist term loan"), which was scheduled to mature on February 1, 2024. The initial borrowing capacity under the Facility totals $110.0 million consisting of a $105.0 million revolving line of credit and a $5.0 million delayed draw term loan. The revolving line of credit includes a $17.5 million machinery and equipment sub-limit which requires quarterly payments of $0.4 million with a balloon payment due upon maturity of the Facility in January 2025. The term loan requires quarterly payments of $0.2 million with a balloon payment due upon maturity of Facility in January 2025. We have pledged all of our accounts receivable, inventory, and certain machinery and equipment as collateral for the Credit Agreement. Availability under the Credit Agreement is subject to the amount of eligible collateral as determined by the lenders' borrowing base calculations. Amounts outstanding under the revolving line of credit portion of the Facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or (b) LIBOR plus 1.50%. Amounts outstanding under the delayed draw term loan portion of the Facility bear interest at LIBOR plus 1.65%. The Facility also provides an unused commitment fee based on the daily used portion of the Facility. The revolving line of credit interest rate was 2.29% and 1.81% as of December 31, 2021 and 2020, respectively. Average borrowings under the revolving line of credit during 2021 and 2020 were $61.9 million and $60.3 million with a weighted average interest rate of 2.23% and 3.50%, respectively. The term loan interest rate was 1.90% and 2.06% as of December 31, 2021 and 2020, respectively. The Company made interest payments on all credit facilities of $1.4 million and 2.0 million in 2021 and 2020, respectively. Principal payments on long-term debt during the next five fiscal years and thereafter are as follows (in thousands): 2022 $ 2,464 2023 2,464 2024 2,464 2025 63,000 2026 $ — Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and (ii) 10% of the revolving credit facility (currently $10.5 million). As of December 31, 2021, the Company was in compliance with all debt covenants. As of December 31, 2021, the Company had $39.4 million of remaining availability under it credit facility. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company's portfolio of leases contains both finance and operating leases that relate to real estate and manufacturing equipment. Substantially all of the value of the Company's lease portfolio relates to the Master Lease with Store Master Funding XII, LLC (“Store”), an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the American Stainless acquisition in 2019 as well as the sale of land at the Munhall facility in 2020. As of December 31, 2021, operating lease liabilities related to the master lease agreement with Store Capital totaled $32.2 million, or 98% of the total lease liabilities on the consolidated balance sheet. On August 30, 2021, the Company entered into a thirty-eight month operating lease agreement for office space with an entity affiliated with the Company's Interim President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company will pay a base rent in the first year of the agreement of $5,364 monthly with an annual increase in October each year of 2.5% through the term of the agreement. As discussed in Note 2 , on October 22, 2021, the Company completed the DanChem acquisition. As part of the acquisition, the Company assumed certain operating and finance leases which were recorded net of preliminary purchase price accounting adjustments. As of December 31, 2021, the balances associated with these leases in the consolidated balance sheet include operating lease assets and liabilities of $0.2 million and finance lease assets and liabilities of $1.6 million. During the year ended December 31, 2021, the Company had $0.3 million of right-of-use assets recognized in exchange for new operating lease liabilities. Balance Sheet Presentation Operating and finance lease amounts included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2021 2020 Operating lease assets Right-of-use assets, operating leases $ 30,811 $ 31,769 Finance lease assets Property, plant and equipment, net 1,640 56 Current liabilities Current portion of lease liabilities, operating leases 1,104 867 Current liabilities Current portion of lease liabilities, finance leases 233 19 Non-current liabilities Non-current portion of lease liabilities, operating leases 32,059 32,771 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,414 $ 37 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2021 2020 Operating lease cost 1 $ 4,099 $ 4,124 Finance lease cost: Reduction in carrying amount of right-of-use assets 100 92 Interest on finance lease liabilities 11 24 Total lease cost $ 4,210 $ 4,240 1 Includes short term leases and sublease income, which is immaterial Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2021 are as follows: (in thousands) Operating Finance 2022 $ 3,782 $ 269 2023 3,818 260 2024 3,658 246 2025 3,677 233 2026 3,683 233 Thereafter 39,865 543 Total undiscounted minimum future lease payments 58,483 1,784 Imputed Interest (25,320) (137) Total lease liabilities $ 33,163 $ 1,647 Lease Term and Discount Rate Year Ended December 31, 2021 2020 Weighted-average discount rate Operating leases 8.30 % 8.33 % Finance leases 2.27 % 2.44 % Weighted-average remaining lease term Operating leases 14.43 years 15.47 years Finance leases 7.07 years 2.91 years |
Leases | Leases The Company's portfolio of leases contains both finance and operating leases that relate to real estate and manufacturing equipment. Substantially all of the value of the Company's lease portfolio relates to the Master Lease with Store Master Funding XII, LLC (“Store”), an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the American Stainless acquisition in 2019 as well as the sale of land at the Munhall facility in 2020. As of December 31, 2021, operating lease liabilities related to the master lease agreement with Store Capital totaled $32.2 million, or 98% of the total lease liabilities on the consolidated balance sheet. On August 30, 2021, the Company entered into a thirty-eight month operating lease agreement for office space with an entity affiliated with the Company's Interim President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company will pay a base rent in the first year of the agreement of $5,364 monthly with an annual increase in October each year of 2.5% through the term of the agreement. As discussed in Note 2 , on October 22, 2021, the Company completed the DanChem acquisition. As part of the acquisition, the Company assumed certain operating and finance leases which were recorded net of preliminary purchase price accounting adjustments. As of December 31, 2021, the balances associated with these leases in the consolidated balance sheet include operating lease assets and liabilities of $0.2 million and finance lease assets and liabilities of $1.6 million. During the year ended December 31, 2021, the Company had $0.3 million of right-of-use assets recognized in exchange for new operating lease liabilities. Balance Sheet Presentation Operating and finance lease amounts included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2021 2020 Operating lease assets Right-of-use assets, operating leases $ 30,811 $ 31,769 Finance lease assets Property, plant and equipment, net 1,640 56 Current liabilities Current portion of lease liabilities, operating leases 1,104 867 Current liabilities Current portion of lease liabilities, finance leases 233 19 Non-current liabilities Non-current portion of lease liabilities, operating leases 32,059 32,771 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,414 $ 37 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2021 2020 Operating lease cost 1 $ 4,099 $ 4,124 Finance lease cost: Reduction in carrying amount of right-of-use assets 100 92 Interest on finance lease liabilities 11 24 Total lease cost $ 4,210 $ 4,240 1 Includes short term leases and sublease income, which is immaterial Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2021 are as follows: (in thousands) Operating Finance 2022 $ 3,782 $ 269 2023 3,818 260 2024 3,658 246 2025 3,677 233 2026 3,683 233 Thereafter 39,865 543 Total undiscounted minimum future lease payments 58,483 1,784 Imputed Interest (25,320) (137) Total lease liabilities $ 33,163 $ 1,647 Lease Term and Discount Rate Year Ended December 31, 2021 2020 Weighted-average discount rate Operating leases 8.30 % 8.33 % Finance leases 2.27 % 2.44 % Weighted-average remaining lease term Operating leases 14.43 years 15.47 years Finance leases 7.07 years 2.91 years |
Leases | Leases The Company's portfolio of leases contains both finance and operating leases that relate to real estate and manufacturing equipment. Substantially all of the value of the Company's lease portfolio relates to the Master Lease with Store Master Funding XII, LLC (“Store”), an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the American Stainless acquisition in 2019 as well as the sale of land at the Munhall facility in 2020. As of December 31, 2021, operating lease liabilities related to the master lease agreement with Store Capital totaled $32.2 million, or 98% of the total lease liabilities on the consolidated balance sheet. On August 30, 2021, the Company entered into a thirty-eight month operating lease agreement for office space with an entity affiliated with the Company's Interim President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company will pay a base rent in the first year of the agreement of $5,364 monthly with an annual increase in October each year of 2.5% through the term of the agreement. As discussed in Note 2 , on October 22, 2021, the Company completed the DanChem acquisition. As part of the acquisition, the Company assumed certain operating and finance leases which were recorded net of preliminary purchase price accounting adjustments. As of December 31, 2021, the balances associated with these leases in the consolidated balance sheet include operating lease assets and liabilities of $0.2 million and finance lease assets and liabilities of $1.6 million. During the year ended December 31, 2021, the Company had $0.3 million of right-of-use assets recognized in exchange for new operating lease liabilities. Balance Sheet Presentation Operating and finance lease amounts included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2021 2020 Operating lease assets Right-of-use assets, operating leases $ 30,811 $ 31,769 Finance lease assets Property, plant and equipment, net 1,640 56 Current liabilities Current portion of lease liabilities, operating leases 1,104 867 Current liabilities Current portion of lease liabilities, finance leases 233 19 Non-current liabilities Non-current portion of lease liabilities, operating leases 32,059 32,771 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,414 $ 37 Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2021 2020 Operating lease cost 1 $ 4,099 $ 4,124 Finance lease cost: Reduction in carrying amount of right-of-use assets 100 92 Interest on finance lease liabilities 11 24 Total lease cost $ 4,210 $ 4,240 1 Includes short term leases and sublease income, which is immaterial Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the consolidated statement of operations. Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2021 are as follows: (in thousands) Operating Finance 2022 $ 3,782 $ 269 2023 3,818 260 2024 3,658 246 2025 3,677 233 2026 3,683 233 Thereafter 39,865 543 Total undiscounted minimum future lease payments 58,483 1,784 Imputed Interest (25,320) (137) Total lease liabilities $ 33,163 $ 1,647 Lease Term and Discount Rate Year Ended December 31, 2021 2020 Weighted-average discount rate Operating leases 8.30 % 8.33 % Finance leases 2.27 % 2.44 % Weighted-average remaining lease term Operating leases 14.43 years 15.47 years Finance leases 7.07 years 2.91 years |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: (in thousands) 2021 2020 Salaries, wages, and commissions $ 5,052 $ 3,776 Income taxes 3,212 — Taxes, other than income taxes 889 133 Advances from customers 441 298 Insurance 517 702 Professional fees 527 272 Warranty reserve 40 233 Benefit plans 333 238 Interest rate swap liability — 45 Customer rebate liability 379 168 Other accrued items 1,017 258 Total accrued expenses $ 12,407 $ 6,123 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 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 December 31, 2021, the Company has 790,383 shares of its share repurchase authorization remaining. Shares repurchased for the year ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Number of shares repurchased — 59,617 Average price per share $ — $ 10.65 Total cost of shares repurchased $ — $ 636,940 Rights Offering On November 16, 2021, the Company announced its Board of Directors had approved a Rights Offering to existing shareholders. Under the terms of the Rights Offering, the Company distributed non-transferable subscription rights to each holder of its common stock as of November 29, 2021 with each subscription right exercisable for 0.083768 shares of common stock at an exercise price of $12.75 per full common share. The Company completed its Rights Offering to the Company’s shareholders as of the close of business on December 16, 2021. The Rights Offering was fully subscribed for the maximum offering amount of 785,103 shares of the Company’s common stock resulting in gross proceeds to the Company of approximately $10.0 million. The proceeds of the Rights Offering was used for general corporate purposes, including in part, certain growth initiatives (including acquisitions) as well as repayment of the revolving credit facility. Dividends At the end of each fiscal year the Board reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2021 and 2020, no dividends were declared or paid by the Company. |
Accounting for Share-Based Paym
Accounting for Share-Based Payments | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Accounting for Share-Based Payments | Accounting for Share-Based Payments Overview of Share-Based Payment Plans The Company has a number of active and inactive equity incentive plans (the "Incentive Plans") under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. A total of 1.5 million shares have been previously authorized for grant to key employees and non-employee directors under the Company's currently active Incentive Plans. As of December 31, 2021, there were 0.9 million shares remaining available for grants under the currently active equity Incentive Plans. The Company recognized share-based compensation expense within SG&A expense on the consolidated statement of operations of $0.8 million and $1.8 million in 2021 and 2020, respectively. The Company had $0.2 million of associated income tax benefit recognized for 2021 and 2020. Stock Options 2011 Long-Term Incentive Stock Option Plan The 2011 Long-Term Incentive Stock Option Plan (the "2011 Plan") is an incentive stock option plan; therefore, there are no income tax consequences to the Company when an option is granted or exercised. Stock options have terms of 10 years and vest in 20% or 33% increments annually on a cumulative basis, beginning one year after the date of grant, and are assigned an exercise price equal to the average of the high and low common stock price on the day prior to the date of grant. Options are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period. In order for the options to vest, the employee must be in the continuous employment of the Company since the date of the grant. Except for death, disability, or qualifying retirement, any portion of the grant that has not vested will be forfeited upon termination of employment. Shares representing grants that have not yet vested will be held in escrow by the Company. An employee will not be entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. As of December 31, 2021, the Company has no options authorized for issuance under the 2011 Plan. Under the 2011 Plan, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considers the historical volatility of the Company’s stock price. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The Company granted no new options in 2021. The weighted-average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2020 are as follows: Grant Date February 5, 2020 June 30, 2020 Weighted-average assumptions used: Expected volatility 35.1 % 38.7 % Dividend yield 1.79 % 1.89 % Risk-free interest rate 1.66 % 0.64 % Expected term, in years 10 10 Weighted-average grant date fair value $ 4.53 $ 2.59 In 2021, options for 13,174 shares were exercised by employees and directors for an aggregate exercise price of $109,324. There were no options exercised by employees and directors in 2020. At the 2021 and 2020 respective year ends, options to purchase 129,163 and 86,531 shares, respectively, with weighted average exercise prices of $13.05 and $13.77, respectively, were fully exercisable. Compensation cost charged against income before taxes for the options was approximately $0.1 million for 2021 and $0.4 million for 2020, respectively. As of December 31, 2021, there was $13,786 of unrecognized compensation cost related to unvested stock options granted under the Company's stock option plans. The weighted average period over which the stock option compensation cost is expected to be recognized is 1.10 years. A summary of activity for the 2011 Plan is as follows: Weighted Options Weighted Intrinsic December 31, 2019 $ 14.26 55,468 3.8 $ 18,331 Granted February 5, 2020 13.00 123,500 Granted June 30, 2020 7.33 20,000 Exercised — — Canceled, forfeited, or expired 13.14 (19,437) December 31, 2020 $ 12.74 179,531 7.2 $ 9,402 Exercised 12.71 (13,174) Canceled, forfeited, or expired 13.33 (22,529) December 31, 2021 $ 13.04 143,828 6.0 $ 487,011 Exercisable options $ 13.05 129,163 5.8 $ 436,637 Options expected to vest: Weighted Options Weighted Grant Date Fair Value December 31, 2019 $ 16.01 3,723 5.1 $ 6.11 Granted February 5, 2020 13.00 123,500 4.53 Granted June 30, 2020 7.33 20,000 2.59 Vested 13.24 (34,786) 4.68 Canceled, forfeited, or expired 13.14 (19,437) 4.62 December 31, 2020 $ 11.78 93,000 9.2 $ 5.53 Vested 10.83 (55,806) 3.72 Canceled, forfeited, or expired 13.33 (22,529) 4.80 December 31, 2021 $ 13.00 14,665 8.1 $ 4.99 The following table summarizes information about stock options outstanding as of December 31, 2021: Range of Exercise Prices Outstanding Stock Options Exercisable Stock Options Shares Weighted Average Shares Weighted Average Exercise Price Exercise Price Remaining Contractual Life in Years $ 11.35 9,068 $ 11.35 0.1 9,068 $ 11.35 13.70 12,370 13.70 1.1 12,370 13.70 14.76 8,109 14.76 2.1 8,109 14.76 16.01 18,447 16.01 3.1 18,447 16.01 13.00 85,834 13.00 8.1 71,169 13.00 $ 7.33 10,000 $ 7.33 8.5 10,000 $ 7.33 143,828 129,163 Restricted Stock Awards 2015 Stock Awards Plan The 2015 Stock Awards Plan (the "2015 Plan") was approved by the Compensation & Long-Term Incentive Committee (the "Compensation Committee") and originally authorized the issuance of up to 250,000 shares. At the 2018 Annual Meeting, upon the recommendation of the Company's Board of Directors, a majority of the shareholders of the Company voted to amend and restate the 2015 Plan to increase the authorization of issuances from 250,000 shares to 500,000 shares. At the 2021 Annual Meeting, upon the recommendation of the Company's Board of Directors, a majority of the shareholders of the Company voted to amend and restate the 2015 Plan to increase the authorization of issuances from 500,000 shares to 1.5 million shares. Shares which can be awarded under the 2015 Plan for a period of 10 years from the effective date of the plan. Stock awards issued under the 2015 Plan vest in either 20% or 33% increments annually on a cumulative basis, beginning one year after the date of grant. The fair value of the restricted stock awards are determined based on the average of the high and low common stock price on the day prior to the date of grant. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Except for death, disability, or qualifying retirement, any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2015 Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. A summary of plan activity for the 2015 Plan is as follows: Shares Weighted Average Outstanding December 31, 2019 100,775 $ 13.28 Granted February 5, 2020 45,418 13.00 Granted November 10, 2020 50,000 5.65 Vested (81,233) 12.87 Forfeited (17,535) 13.11 Outstanding December 31, 2020 97,425 $ 11.97 Granted February 10, 2021 15,181 8.57 Granted October 28, 2021 6,751 11.11 Granted November 15, 2021 751 13.32 Vested (64,398) 9.25 Forfeited (12,129) 10.54 Outstanding December 31, 2021 43,581 $ 9.82 Compensation expense on the grants issued is charged against earnings equally before forfeitures, if any, with the offset recorded in Shareholders' Equity. Compensation cost charged against income for the awards was approximately $0.4 million and $1.0 million for 2021 and 2020, respectively. As of December 31, 2021, there was $0.2 million of total unrecognized compensation cost related to unvested restricted stock grants under the Company's 2015 Plan. The weighted average period over which the stock grant compensation cost is expected to be recognized is 2.89 years. Performance-Based Restricted Stock Awards The Company issues performance-based restricted stock classified as equity awards which contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The performance condition is based on the achievement of the Company's EBITDA targets. In November 2020, the Compensation Committee approved stock grants under the 2015 Plan to the Company's Interim President and Chief Executive Officer. For these awards, the performance condition was based on the achievement of thirty-day volume weighted average price targets of a Company share of stock. The fair value of the performance-based restricted stock awards are determined based on the average of the high and low common stock price on the day prior to the date of grant. The fair value of the performance-based restricted stock awards granted with a market performance condition are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market performance condition determined on the date of grant. Expense is recognized on a straight-line method over the requisite service period, based on the probability of achieving the performance condition, with changes in expectations recognized as an adjustment to earnings in the period of change. Compensation cost is not recognized for performance-based restricted stock awards that do not vest because service or performance conditions are not satisfied and any previously recognized compensation cost is reversed. Performance-based restricted stock awards do not have dividend rights. The Company recognizes forfeitures as they occur. In general, 0% to 150% of the Company's performance-based restricted stock awards vest at the end of a three year service period from the date of grant based upon achievement of the specified performance condition. The weighted-average grant-date fair value per unit of performance-based restricted stock classified as equity awards granted was $0.69 and $13.00 in 2021 and 2020, respectively. The total fair value of performance-based restricted stock awards vesting was approximately $1.1 million and $0.6 million in 2021 and 2020, respectively. A summary of the status of our performance-based restricted stock awards as of December 31, 2021, and changes during fiscal 2021, were as follows: Units Weighted-Average Grant Date Fair Value Outstanding December 31, 2019 77,986 $ 13.66 Granted 1 36,647 13.00 Vested 2 (64,711) 13.21 Forfeited (20,558) 13.73 Outstanding December 31, 2020 29,364 $ 13.76 Granted 3 90,000 0.69 Vested (116,260) 3.66 Forfeited (3,104) 12.99 Outstanding December 31, 2021 — $ — 1 Contingent shares granted excluded from 2020 2 Excludes the vesting of an additional 5,074 shares due to performance conditions of the awards exceeding target. 3 Contingent shares granted in prior year included in 2021 As of December 31, 2021, there was no unrecognized compensation expense related to non-vested performance-based restricted stock awards. Inducement Awards During the year ended December 31, 2021, the Company granted stock-based awards to incoming executive officers as incentives to enter into an at-will employment agreement with the Company. These inducement awards were approved by the Compensation Committee of the Board of Directors and did not require shareholder approval in accordance with NASDAQ Rule 5635(c)(4). In accordance with the rule, the only persons eligible to receive incentive awards are individuals not previously an employee or director of the Company. In general, 50% of the inducement awards vest based on the achievement of thirty-day volume weighted average price targets of a Company share of stock and 50% vest on the third anniversary of the grant date. The fair value of the market based portion of inducement awards are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market condition determined on the date of grant. The fair value of the time based portion of inducement awards are determined based on the average of the high and low common stock price on the day prior to the date of grant. A summary of the status of our inducement stock awards as of December 31, 2021, and changes during fiscal 2021, were as follows: Units Weighted-Average Grant Date Fair Value Outstanding December 31, 2020 — $ — Granted 53,696 6.35 Vested (12,516) 2.35 Forfeited/Canceled (10,324) 5.96 Outstanding December 31, 2021 30,856 $ 8.11 Compensation expense charged against income for the inducement awards was approximately $0.1 million for 2021. There was no compensation expense related to inducement awards in 2020. The total fair value of inducement awards vesting was approximately $0.2 million in 2021. There were no inducement awards that vested in 2020. As of December 31, 2021, there was $0.2 million of total unrecognized compensation cost related to inducement awards. The weighted average period over which the stock grant compensation cost is expected to be recognized is 2.53 years. Non-Employee Director Compensation Plan |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows at the respective year ends: (in thousands) 2021 2020 Deferred income tax assets: Inventory valuation reserves $ 310 $ 176 Inventory capitalization 1,207 1,120 Accrued bonus 680 328 State net operating loss carryforwards 1,606 1,669 Federal net operating loss carryforwards 890 — Lease liabilities 8,069 7,484 Accrued Federal Insurance Contributions Act ("FICA") deferral 155 299 Intangible asset basis differences 2,980 3,706 Other 550 534 Total deferred income tax assets 16,447 15,316 Federal & State valuation allowance (3,700) (4,243) Total net deferred income tax assets 12,747 11,073 Deferred income tax liabilities: Fixed asset basis differences 7,276 5,562 Prepaid expenses 381 276 Lease assets 7,523 7,067 Interest rate swap — 68 Other — 57 Total deferred income tax liabilities 15,180 13,030 Deferred income taxes, net $ (2,433) $ (1,957) Significant components of the provision for income taxes are as follows: (in thousands) 2021 2020 Current: Federal $ 6,786 $ (6,024) State 538 23 Total current 7,324 (6,001) Deferred: Federal (1,943) 1,011 State (128) 284 Total deferred (2,071) 1,295 Total $ 5,253 $ (4,706) The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: (in thousands) 2021 2020 Amount % Amount % Tax at U.S. statutory rates $ 5,354 21.0 % $ (6,714) 21.0 % State income taxes, net of federal tax benefit 371 1.5 % 73 (0.2) % Federal and State valuation allowance (539) (2.1) % 2,541 (7.9) % CARES Act carryback benefits — — % (1,123) 3.5 % Stock option compensation (196) (0.8) % 65 (0.2) % Executive compensation limitation 59 0.2 % 280 (0.9) % Transaction costs 134 0.5 % — — % Other nondeductible expenses 51 0.2 % 35 (0.1) % Other, net 19 0.1 % 137 (0.5) % Total $ 5,253 20.6 % $ (4,706) 14.7 % The Company's effective tax rate for 2021 was less than the U.S. statutory rate of 21% primarily driven by windfall tax benefits associated with share-based compensation and the release of valuation allowances on certain deferred tax assets partially offset by state taxes and transaction costs, net of federal benefit. The Company made income tax payments of $1.6 million and $16,000 in 2021 and 2020, respectively. The Company has $4.2 million of U.S. Federal net operating loss carryforwards and no interest limitation carryforwards at the end of 2021 compared with no U.S. Federal net operating loss carryforwards or interest limitation carryforwards at the end of 2020. The U.S. Federal net operating loss carryforwards were acquired in the DanChem acquisition and are subject to certain limitations under IRC Section 382. However, the Company believes that these losses are more likely than not to be utilized. In addition, on a gross basis the Company had state operating loss carryforwards of $36.2 million and $39.4 million at the end of 2021 and 2020, respectively. The majority of these losses will expire between the years of 2022 and 2039, while certain losses are not subject to expiration. During 2021, the Company recognized a combined U.S. federal and state valuation allowance of $3.7 million because it is more likely than not that the underlying deferred tax assets will not be realized. This represents a $0.5 million decrease year over year, primarily driven by deferred tax liabilities acquired in the DanChem acquisition. 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 2018 or state examinations for years before 2017. The Company had no uncertain tax position activity during 2021 or 2020. The Company's continuing practice is to recognize interest and/or penalties related to income tax matters in the provision for income taxes. The Company had no accruals for uncertain tax positions including interest and penalties at the end of 2021. |
Earning (Loss) Per Share
Earning (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earning (Loss) Per Share | Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share: (in thousands, except per share data) 2021 2020 (a) Numerator: Net earnings (loss) $ 20,245 $ (27,267) Denominator: Denominator for basic earnings (loss) per share - weighted average shares 9,340 9,140 Effect of dilutive securities: Employee stock options and stock grants 116 — Denominator for diluted earnings (loss) per share - weighted average shares 9,456 9,140 Net earnings (loss) per share: Basic $ 2.17 $ (2.98) Diluted $ 2.14 $ (2.98) (a) As discussed in Note 9 , the Company distributed subscription rights to holders of common stock, which were priced at a discount to the market value, to acquire additional common shares. The Rights Offering, because of the discount, contains a bonus element that is similar to a stock dividend. As such, the basic and diluted EPS has been retroactively adjusted for the bonus element for all prior periods presented. |
Industry Segments
Industry Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Industry Segments | Industry Segments The Company's business is divided into two operating segments: Metals and Specialty Chemicals. The Company identifies such segments based on products and services, long-term financial performance and end markets targeted. The Metals Segment operates as three reporting units including Welded Pipe & Tube, Palmer and Specialty. The Specialty Chemicals Segment operates as one reporting unit which includes MC, CRI and DanChem. The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being operating income (loss). The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Segment operating income (loss) is the segment's total revenue less operating expenses. Identifiable assets, all of which are located in the U.S., are those assets used in operations by each segment. Centralized data processing and accounting expenses are allocated to the two segments based upon estimates of their percentage of usage. Corporate assets consist principally of cash, certain investments and equipment. The following table summarizes certain information regarding segments of the Company's operations: (in thousands) 2021 2020 Net sales Metals Segment $ 267,238 $ 204,459 Specialty Chemicals Segment 67,477 51,541 $ 334,715 $ 256,000 Operating income (loss) Metals Segment $ 33,561 $ (24,599) Specialty Chemicals Segment 3,656 4,033 37,217 (20,566) Unallocated corporate expenses 6,828 7,917 Acquisition costs and other 1,001 845 Proxy contest costs and recoveries 168 3,105 Earn-out adjustments 1,872 (1,195) Gain on lease modification — (171) Operating income (loss) 27,348 (31,067) Interest expense 1,486 2,110 Change in fair value of interest rate swap (2) 51 Loss on extinguishment of debt 223 — Other income, net 143 (1,255) Income (loss) before income taxes $ 25,498 $ (31,973) Identifiable assets Metals Segment $ 160,625 $ 141,799 Specialty Chemicals Segment 72,908 25,039 Corporate 32,469 40,146 $ 266,002 $ 206,984 Depreciation and amortization Metals Segment $ 8,206 $ 8,883 Specialty Chemicals Segment 2,005 1,552 Corporate 130 165 $ 10,341 $ 10,600 Capital expenditures Metals Segment $ 1,011 $ 1,761 Specialty Chemicals Segment 486 866 Corporate — 1,121 $ 1,497 $ 3,748 Sales by product group Fiberglass and steel liquid storage tanks and separation equipment $ 1,343 $ 5,503 Heavy wall seamless carbon steel pipe and tube 40,539 23,670 Stainless steel pipe and tube 186,651 154,974 Galvanized pipe and tube 38,705 20,312 Specialty chemicals 67,477 51,541 $ 334,715 $ 256,000 Geographic sales United States $ 325,335 $ 248,470 Elsewhere 9,380 7,530 $ 334,715 $ 256,000 |
Benefit Plans and Collective Ba
Benefit Plans and Collective Bargaining Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Benefit Plans and Collective Bargaining Agreements | Benefit Plans and Collective Bargaining Agreements The Company has a 401(k) Employee Stock Ownership Plan (the "401(k)/ESOP Plan") covering all non-union employees. Employees could contribute to the 401(k)/ESOP Plan up to 100% of their wages with a maximum of $19,500 for 2021. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,500 per year for a maximum of $26,000 for 2021. Contributions by the employees are invested in one or more funds at the direction of the employee; however, employee contributions cannot be invested in Company stock. Contributions by the Company are made in accordance with the investment elections made by each participant for his or her deferral contributions. The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage determined each year by the Board of Directors. For 2021 and 2020 the maximum was 100% of employee contributions up to a maximum of 4% of their eligible compensation. The matching contribution is applied to the employee accounts after each payroll. Matching contributions of approximately $0.7 million and $0.4 million were made for 2021 and 2020, respectively. The Company may also make a discretionary contribution, which if made, would be distributed to all eligible participants regardless of whether they contribute to the 401(k)/ESOP Plan. No discretionary contributions were made to the 401(k)/ESOP Plan in 2021 or 2020. The Company has a 401(k) and Profit Sharing Plan (the "Bristol Plan") covering all employees as part of the United Steel Workers of America, Local Union 4586 Collective Bargaining Agreement (the "Bristol CBA"). Employees could contribute to the Bristol Plan up to 60% of pretax annual compensation, as defined in the Bristol Plan, with a maximum of $19,500 for 2021. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,500 per year for a maximum of $26,000 for 2021. During 2021, the Company contributed 4% of a participant's eligible compensation regardless of whether the participants contribute to the Bristol Plan. During 2020, the Company contributed 3% of a participant's eligible compensation from January to July and increased the amount to 4% for the remainder of the plan year. The Company's contributions were $0.3 million and $0.2 million for 2021 and 2020, respectively. Additional profit sharing amounts may also be contributed at the option of the Company's Board of Directors, which if made, would be allocated to participants based on the ratio of the participant's compensation to the total compensation of all participants eligible to participate in the Bristol Plan. No discretionary contributions were made to the Bristol Plan in 2021 or 2020. The Company also has a 401(k) Plan (the "DanChem Plan") covering substantially all employees at the DanChem facility. Employees could contribute to the DanChem Plan up to a maximum of $19,500 for 2021. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $6,500 per year for a maximum of $26,000 for 2021. The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage determined each year by the Board of Directors. For 2021 and 2020 the maximum was 100% of employee contributions up to the first 3% of their eligible compensation and 50% for employee contributions from 3% to 6%. The Company also maintains a Collective Bargaining Agreement (the "Danville CBA") with the United Food and Commercial Workers, Local Union 400 (the "Danville Union"), which represents employees at the Danville facility and is required to make additional quarterly contributions for hourly employees who had a hire date prior to June 1, 2013. Matching contributions of approximately $0.4 million were made for 2021. The Company maintains a Collective Bargaining Agreement (the "Munhall CBA") with the United Steel Workers of America, Local Union 5852-22 (the "Munhall Union"), which represents the employees at the Munhall facility. As a part of this Munhall CBA, the Company assumed the obligation of participating in the Steelworkers Pension Trust, a union-sponsored multi-employer defined benefit plan (the "Munhall Plan"), which covers all the Company's eligible Munhall Union employees. The Munhall Plan has a calendar plan year. Per the most recent available annual funding notice, the plan was at least 87% funded for the plan year ended December 31, 2020. Per the terms of the Munhall CBA the Company contributes 4.25% of each participant's eligible compensation for the 2020 plan year. Munhall Union employees make no contributions to the Munhall Plan. The Company's contributions to the Munhall Plan totaled $0.2 million for the year ended December 31, 2021 and 2020, respectively. Additionally, as part of the Munhall CBA, members of the union are eligible to make deferral contributions to the Company's 401(k)/ESOP Plan per the plan guidelines; however they do not receive matching contributions of the 401(k)/ESOP Plan. The Company maintains a Collective Bargaining Agreement (the "Mineral Ridge CBA") with the United Steel Workers of America, Local Union 4564-07, which represents employees at the Specialty-Mineral Ridge facility. In connection with the Mineral Ridge CBA, the Company contributes to union-sponsored defined contribution retirement plans. Contributions relating to these plans were $37,208 and $29,851 for 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesManagement is not currently aware of any asserted or unasserted matters which could have a material effect on the financial condition or results of operations of the Company. |
Proxy Contest Costs and Recover
Proxy Contest Costs and Recoveries | 12 Months Ended |
Dec. 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 year ended December 31, 2021, the Company incurred proxy contest costs of $0.6 million related to the reimbursement of documented out-of-pocket fees and expenses to Privet and UPG. See Note 17 for further information on this related party transaction. During the year ended December 31, 2021, the Company received insurance recoveries of $0.5 million related to a claim for a portion of the costs associated with the proxy contest. The Company received no insurance recoveries for the year ended December 31, 2020. The Company continues to seek coverage under its policies for reimbursement of costs associated with the proxy contest; however, any future reimbursement under the policies are neither probable nor estimable at this time. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company from time-to-time engages in transactions with related parties. The Company's Board of Directors reviews any related party relationships and approves any significant modifications to any existing related party transactions, as well as any new significant related party transactions. Expense Reimbursement During the six months ended June 30, 2020, Privet and UPG, with an ownership interest of approximately 25% of the Company's outstanding common shares, filed a proxy statement with the Securities and Exchange Commission seeking an election of five of its nominees to the Synalloy Board of Directors at the Company's 2020 Annual Meeting of Shareholders. At the Annual Meeting held on June 30, 2020, Synalloy shareholders voted to elect three of the five nominees designated by Privet and UPG to serve on Synalloy's Board of Directors. In May 2021, the Company agreed to reimburse Privet and UPG for up to 90% of its documented out-of-pocket fees and expenses (including legal expenses) incurred related to the proxy contest through the date of the 2020 Annual Meeting. During the third quarter of 2021, the Company paid $0.6 million related to the reimbursement to Privet and UPG. As of December 31, 2021, there are no charges outstanding related to this matter. During the year ended December 31, 2021, the Company paid reimbursable travel expenses of $3,140 to an entity affiliated with the Company's Interim President and Chief Executive Officer. The Company had no such transactions for the year ended December 31, 2020. Sales to Related Parties The Company's Interim President and Chief Executive Officer has ownership interests in other entities with which the Company may, from time-to-time, conduct business. During the year ended December 31, 2021, the Company recorded revenue of $31,073 from the sale of product to certain of these entities. During the year ended December 31, 2021, the Company received $40,000 in cash and recognized a loss on disposal of property, plant and equipment of $13,000 from the sale of property, plant and equipment to certain of these entities. The Company had no such transactions for the year ended December 31, 2020. Lease Agreement On August 30, 2021, the Company entered into a thirty-eight month operating lease agreement for office space with an entity affiliated with the Company's Interim President and Chief Executive Officer. Pursuant to the terms of the lease agreement, the Company will pay a base rent in the first year of the agreement of $5,364 monthly with an annual increase in October each year of 2.5% through the term of the agreement. During the year ended December 31, 2021, the Company recognized $0.2 million of right-of-use assets in exchange for new operating lease liabilities and incurred $23,220 in rent expense associated with this lease agreement. See Note 7 for additional information on the Company's leases. Shared Services Agreement In September 2021, the Company entered into a shared services agreement (the "Shared Services Agreement") with UPG, an entity that has an ownership interest of approximately 8% of the Company's outstanding common shares and an entity in which the Company's Interim Chief Executive Officer has an ownership interest. Pursuant to the agreement, UPG provides the Company with certain corporate functions, including human resources and information technology services. The Shared Services Agreement has an indefinite term, with either party having the right to terminate any or all services with 30 days' prior written notice. Charges allocated to the Company are based on the Company's actual use of specific services detailed in the Shared Services Agreement at a rate of $145 per hour. The Company will also pay or reimburse UPG for all out-of-pocket fees and expenses incurred by UPG in connection with the rendering of services under the Shared Services Agreement including, (i) reasonable fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants and (ii) travel expenses or similar expenses not associated with UPG's ordinary operations. During the year ended December 31, 2021, the Company incurred $2,320 of expense related to the Shared Service Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn March 18, 2022, the Compensation Committee approved an equity grant to Christopher Hutter of (i) 50,000 restricted stock units (“RSUs”) and (ii) 150,000 performance stock units (“PSUs”) with a market price of $18.89 per share. The RSUs will vest over two years, with half of such RSUs vesting on March 18, 2023, and the other half vesting on March 18, 2024, subject to continued employment unless provided otherwise under the terms of the Executive Employment Agreement dated October 26, 2020, between the Company and Mr. Hutter (the “Hutter Employment Agreement”) and/or the Company’s Amended and Restated 2015 Stock Awards Plan (the “2015 Awards Plan”). The PSUs will vest based on the 30-day volume weighted average price (“VWAP”) of the Company’s common stock, with 33.3%, 26.7%, 20%, and 20% of such PSUs vesting if the 30-day VWAP equals or exceeds $25.00, $27.50, $30.00, and $35.00, respectively, subject to continued employment unless provided otherwise under the terms of the Hutter Employment Agreement and/or the 2015 Awards Plan. The PSU award will have a term of three years. The grant of RSUs and PSUs was made in connection with the decision of the Board to remove the “interim” designation from the title of Mr. Hutter and approve his position as Chief Executive Officer of the Company. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts (in thousands) Balance at Beginning of Period Charged to (Reduction of) Cost and Expenses Other Deductions Balance at End of Period Year ended December 31, 2021 Deducted from asset account: Allowance for credit losses $ 496 $ (68) $ 118 (a) $ (330) $ 216 Inventory reserves $ 718 $ 1,649 $ 216 (a) $ (1,311) $ 1,272 Year ended December 31, 2020 Deducted from asset account: Allowance for credit losses $ 70 $ 440 $ 450 (b) $ (464) $ 496 Inventory reserves $ 747 $ 271 $ — $ (300) $ 718 (a) DanChem acquired reserve on October 22, 2021 (b) Amount charged to retained earnings upon adoption of ASC 326 on January 1, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates - The preparation of the Company's financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying value of assets and liabilities that are readily available from other sources. Actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash levels in bank accounts that, at times, may exceed federally-insured limits. |
Accounts Receivable | Accounts Receivable - Accounts receivable from the sale of products are recorded at net realizable value and the Company generally grants credit to customers on an unsecured basis. Substantially all of the Company's accounts receivable are due from companies located throughout the United States. The Company provides an allowance for credit losses for projected uncollectible amounts. The allowance is based upon an analysis of accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivables balances, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables are generally due within 30 to 60 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. |
Inventories | Inventories - Inventory is stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost. This would indicate that an adjustment would be required. Stainless steel, both in its raw material (coil or plate) or finished goods (pipe and tube) state is purchased/sold using a base price plus an additional surcharge which is dependent on current nickel prices. As raw materials are purchased, it is priced to the Company based upon the surcharge at that date. When the selling price of the finished pipe is set for the customer, approximately three months later, the then-current nickel surcharge is used to determine the proper selling prices. A lower of cost or net realizable value ("LCNRV") adjustment is recorded when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge. During the years ended December 31, 2021 and 2020, respectively, no material LCNRV adjustments were required by our Metals Segment other than those at our storage tank facility. During the year ended December 31, 2020, adjustments of $3.8 million to inventory cost were required due to the curtailment of operations at our Palmer facility as a result of the COVID-19 pandemic and lower demand for oil and gas products which caused the net realizable value to fall below inventory cost for certain tanks. In addition, the Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory - The Company identified inventory items with no sales activity for finished goods or no usage for raw materials for a certain period of time. For those inventory items not currently being marketed and unable to be sold, a reserve was established for 100% of the inventory cost less any estimated scrap proceeds. The Company reserved $1.1 million and $0.2 million as of December 31, 2021 and 2020, respectively. • Estimated quantity losses - |
Property, Plant and Equipment | Property, Plant and Equipment - Property, plant and equipment are stated at cost. Depreciation is determined based on the straight-line method over the estimated useful life of the assets. Substantially all depreciation is recorded within cost of goods sold on the consolidated statement of operations. Leasehold improvements are depreciated over the shorter of their useful lives or the remaining non-cancellable lease term, buildings are depreciated over a range of 10 years to 40 years, and machinery, fixtures and equipment are depreciated over a range of three years to 20 years. The costs of software licenses are amortized over five years using the straight-line method. The Company continually reviews the recoverability of the carrying value of long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. When the future undiscounted cash flows of the operation to which the assets relate do not exceed the carrying value of the asset, the assets are written down to fair value. |
Business Combinations | Business Combinations - Business combinations are accounted for using the acquisition method of accounting. Under this method, the total consideration transferred to consummate the business combination is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the transaction. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired, if any, and liabilities assumed. |
Goodwill and Intangible Assets | Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less fair value of liabilities assumed, in a business combination. The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level. Goodwill is not amortized but is evaluated for impairment at least annually on October 1 or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed. The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill. Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, based on discounted future cash flows, and a market approach, based on market multiples applied to free cash flow. If the fair value exceeds the carrying value, then no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any impairment identified is included within "goodwill impairment" in the consolidated statement of operations. A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. During 2021, goodwill was allocated to the Specialty Chemicals Segment. During 2020, goodwill was allocated to the Welded Pipe and Tube reporting unit and the Specialty Chemicals Segment. The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows: (in thousands) Specialty Chemicals Segment Metals Total Balance December 31, 2019 $ 1,355 $ 16,203 $ 17,558 Impairment charges — (16,203) (16,203) Balance December 31, 2020 1,355 — 1,355 Acquisitions 11,282 — 11,282 Balance December 31, 2021 $ 12,637 $ — $ 12,637 During the third quarter of 2020, the Company determined potential indicators of impairment within the Welded Pipe & Tube reporting unit included in the Metals Segment existed. Continued declines in the Company's stock price, reporting unit operating losses, and continued declines in the reporting unit's net sales compared to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform another quantitative evaluation of goodwill. As a result, the Company quantitatively evaluated the Welded Pipe & Tube reporting unit for impairment. Fair value of the reporting unit was determined using a combination of an income approach and a market-based approach with equal weighting applied to each approach. The income approach utilized the estimated discounted cash flows expected to be generated by the reporting unit's assets while the market-based approach utilized comparable company information. Determining the fair value of the reporting unit to determine the implied fair value of the goodwill is judgmental in nature and requires the use of significant management estimates and assumptions. These estimates and assumptions include the discount rate, terminal growth rate, tax rate, projected capital expenditures, and overall operational forecasts, including sales growth, gross margins, and operating margins. Any changes in the judgments, estimates, or assumptions could produce significantly different results. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Welded Pipe and Tube reporting unit was below its carrying value by 9.7% resulting in a goodwill impairment charge of $10.7 million for the quarter ended September 30, 2020. During the fourth quarter of 2020, the Company determined potential indicators of impairment within the Welded Pipe & Tube reporting unit included in the Metals Segment existed. Continued risks within the stainless steel industrial business, reporting unit operating losses, and continued declines in the reporting unit's net sales compared to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform another quantitative evaluation of goodwill. As a result, the Company quantitatively evaluated the Welded Pipe & Tube reporting unit for impairment. Fair value of the reporting unit was determined using a combination of an income approach and a market-based approach with equal weighting applied to each approach. The income approach utilized the estimated discounted cash flows expected to be generated by the reporting unit's assets while the market-based approach utilized comparable company information. Determining the fair value of the reporting unit to determine the implied fair value of the goodwill is judgmental in nature and requires the use of significant management estimates and assumptions. These estimates and assumptions include the discount rate, terminal growth rate, tax rate, projected capital expenditures, and overall operational forecasts, including sales growth, gross margins, and operating margins. Any changes in the judgments, estimates, or assumptions could produce significantly different results. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Welded Pipe and Tube reporting unit was below its carrying value by 24.1% resulting in the remainder of the goodwill attributable to the Welded Pipe and Tube reporting unit being impaired and a goodwill impairment charge of $5.5 million for the quarter ended December 31, 2020. We conducted our annual impairment test of the Specialty Chemicals Segment as of October 1, 2021. The Company performed a discounted cash flow analysis and a market multiple analysis for the Specialty Chemicals Segment. The discounted cash flow analysis included management assumptions for expected sales growth, capital expenditures and overall operational forecasts. the market multiple analysis included historical and projected performance, market capitalization, volatility and multiples for industry peers. As of December 31, 2021, we determined that no impairment of the carrying value of goodwill for this reporting unit was required. Intangible Assets - Intangible assets consists primarily of customer relationships and represents the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful lives using either an accelerated or straight-line method over a period ranging from eight Intangible assets totaled $28.9 million and $30.9 million as of December 31, 2021 and 2020, respectively. Accumulated amortization of intangible assets as of December 31, 2021 and 2020 totaled $14.5 million and $19.5 million, respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows: (in thousands) 2022 $ 2,884 2023 1,433 2024 1,336 2025 1,238 2026 1,141 Thereafter 6,350 Total $ 14,382 The Company recorded amortization expense related to intangible assets of $2.8 million and $3.0 million for 2021 and 2020. respectively. |
Deferred Charges | Deferred Charges - Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of four years and is recorded in interest expense on the consolidated statement of operations. On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement (the "Credit Agreement") with BMO Harris Bank, N.A ("BMO") providing the Company with a new four-year revolving credit facility and replacing the Company's previous asset based revolving line of credit and term loan with Truist Bank ("Truist"). The Company accounted for this refinance as a debt extinguishment and, as a result, $0.2 million of unamortized debt issuance costs associated with the Company's previously existing bank debt were written off as a loss on extinguishment of debt during the year ended December 31, 2021. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value. Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as long-lived assets held-for-sale. An impairment loss is recorded for long-lived assets held-for-sale when the carrying amount of the asset exceeds its fair value less cost to sell. A long-lived asset is not depreciated while its classified as held-for-sale. |
Earn-Out Liabilities | Earn-Out Liabilities - In connection with the 2019 American Stainless acquisition, the Company is required to make quarterly earn-out payments to American Stainless for a period of three years following closing equal to six and one-half percent (6.5%) of ASTI’s revenue over the three-year earn-out period. These quarterly earn-out payments end in 2022. In connection with the 2018 MUSA-Galvanized acquisition, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of galvanized pipe and tube. These quarterly earn-out payments end in 2022. In connection with the 2017 MUSA-Stainless acquisition, the Company is required to make quarterly earn-out payments to MUSA for a period of four years following closing, based on actual sales levels of stainless steel pipe and tube (outside diameter of 10 inches or less). These quarterly earn-out payments ended in 2021. The fair value of the earn-out liabilities are estimated by applying the probability-weighted expected return method using management's estimates of pounds to be shipped and future price per unit. Changes to the fair value of the earn-out liabilities are determined each quarter-end and charged to income or expense in the “Earn-Out Adjustments” line item in the consolidated statements of operations. See Note 4 for additional information on the Company's earn-out liabilities. |
Revenue Recognition | Revenue Recognition - Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its standalone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines standalone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. |
Shipping Costs | Shipping Costs - Shipping costs are treated as fulfillment activities at the time control and title of the promised good and services rendered are transferred to the customer. Shipping costs of approximately $9.4 million and $8.0 million in 2021 and 2020, respectively, are recorded in cost of goods sold on the consolidated statement of operations. |
Share-Based Compensation | Share-Based Compensation - Share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statements of operations as compensation expense (based on their estimated fair values at grant date) generally over the vesting period of the awards using the straight-line method. Any forfeitures of share-based awards are recorded as they occur. |
Income Taxes | Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing accounts and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. |
Earnings Per Share | Earnings Per Share - Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. |
Leases | Leases - The Company determines whether an arrangement is a lease at contract inception. For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the consolidated balance sheets equal to the present value of the fixed lease payments over the lease term. Lease liabilities represent an obligation to make lease payments arising from a lease while right-of-use assets represent a right to use an underlying asset during the lease term. The Company does not separate lease and non-lease components for its underlying assets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, the Company's leases generally do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company's estimated incremental borrowing rate is utilized, determined on a fully collateralized and fully amortizing basis, to discount lease payments based on information available at lease commencement. The Company determines the appropriate incremental borrowing rate by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. Such adjustments include assuming the Store Capital lease would require two lenders with the secondary lender being secured on a second lien requiring mezzanine rates. Lease costs are recognized on a straight-line basis over the lease term. |
Concentrations of Credit Risk | Concentrations of Credit Risk - Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits and trade accounts receivable. The Specialty Chemicals Segment has one customer that accounted for approximately 15% of the segment's revenues for 2021. |
Accounting Pronouncement Recently Adopted and Not Yet Adopted | Accounting Pronouncement Recently Adopted - On January 1, 2020, the Company adopted ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance removes disclosure requirements pertaining to the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. In addition, the amendment clarifies that the measurement uncertainty disclosure is to communicate information about uncertainty in measurement as of the reporting date. The guidance also adds disclosure requirements for changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The adoption of this standard by the Company did not have a material impact on the consolidated financial statements or footnote disclosures. See Note 4 for further discussion on the Company's fair value measurements. On January 1, 2020, the Company adopted ASU No. 2017-04 Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The updated guidance eliminated step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to a reporting unit with a zero or negative carrying amount of net assets should be disclosed. The adoption of this standard by the Company did not have a material impact on the consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance amends the current accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions, and reasonable and supportable forecasts rather than the incurred loss model which reflects losses that are probable. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company evaluated its financial instruments and determined that its trade accounts receivable are subject to the new current expected credit loss model. Based upon the application of the new current expected credit loss model, on January 1, 2020, we recorded a cumulative effect adjustment of $0.4 million to Retained Earnings. The adoption of this standard by the Company did not have a material impact on the consolidated statement of operations or cash flows. 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. Accounting Pronouncements Not Yet Adopted - In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting." The ASU, and subsequent clarifications, provide practical expedients for contract modification accounting related to the transition away from the London Interbank Offered Rate (LIBOR) and other interbank offering rates to alternative reference rates. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company intends to use the expedients where needed for reference rate transition. The Company continues to evaluate this standard update and does not currently expect a material impact to the Company’s financial statements or disclosures. |
Fair Market Value | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations. The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, revolving line of credit, long-term debt and equity investments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows: (in thousands) Specialty Chemicals Segment Metals Total Balance December 31, 2019 $ 1,355 $ 16,203 $ 17,558 Impairment charges — (16,203) (16,203) Balance December 31, 2020 1,355 — 1,355 Acquisitions 11,282 — 11,282 Balance December 31, 2021 $ 12,637 $ — $ 12,637 |
Schedule of Amortization Expense for Finite-lived Intangible Assets | Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows: (in thousands) 2022 $ 2,884 2023 1,433 2024 1,336 2025 1,238 2026 1,141 Thereafter 6,350 Total $ 14,382 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of the Assets Acquired and Liabilities Assumed | The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the Acquisition. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below. (in thousands) October 22, 2021 Cash and cash equivalents $ 1,533 Accounts receivable, net of allowance for credit losses 5,358 Inventories 1,561 Prepaid expenses and other current assets 454 Property, plant and equipment 15,697 Right of use asset, operating leases 208 Intangible assets 5,750 Total identifiable assets acquired 30,561 Accounts payable 1,751 Accrued expenses and other current liabilities 1,622 Current portion of operating lease liabilities 51 Current portion of finance lease liabilities 215 Deferred income taxes 2,542 Long-term portion of operating lease liabilities 157 Long-term portion of finance lease liabilities 1,408 Total identifiable liabilities assumed 7,746 Net identifiable assets acquired 22,815 Transaction price 34,097 Goodwill $ 11,282 |
Schedule of Business Acquisitions, by Acquisition | Total net sales and operating income for DanChem for the period from October 22, 2021 through December 31, 2021 were as follows: (in thousands) Period from Net sales $ 5,692 Operating income $ 621 |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited consolidated pro forma summary has been prepared by adjusting the Company's historical data to give effect to the acquisition of DanChem as if it had occurred on January 1, 2020: (unaudited) Year Ended December 31, (in thousands, except per share data) 2021 2020 Net sales $ 358,735 $ 282,365 Net income (loss) 21,681 (26,468) Basic net income (loss) per common share 2.32 (2.90) Diluted net income (loss) per common share $ 2.29 $ (2.90) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 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. (in thousands) 2021 2020 Fiberglass and steel liquid storage tanks and separation equipment $ 1,343 $ 5,503 Heavy wall seamless carbon steel pipe and tube 40,539 23,670 Stainless steel pipe and tube 186,651 154,974 Galvanized pipe and tube 38,705 20,312 Specialty chemicals 67,477 51,541 Net sales $ 334,715 $ 256,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 2021 and 2020: (in thousands) MUSA-Stainless MUSA-Galvanized American Stainless Total Balance December 31, 2019 $ 2,403 $ 1,782 $ 4,969 $ 9,154 Earn-out payments during period (1,625) (611) (2,002) $ (4,238) Changes in fair value during the period (403) (230) (562) $ (1,195) Balance December 31, 2020 $ 375 $ 941 $ 2,405 $ 3,721 Earn-out payments during period (385) (780) (2,467) $ (3,632) Changes in fair value during the period 10 945 917 $ 1,872 Balance December 31, 2021 $ — $ 1,106 $ 855 $ 1,961 |
Schedule of Level 3 Assets and the Valuation Techniques Used to Measure Fair Value | The following table summarizes the significant unobservable inputs in the fair value measurement of our contingent consideration (earn-out) liabilities as of December 31, 2021: Instrument Fair Value Principal Valuation Technique Significant Unobservable Inputs Range Weighted Contingent consideration (earn-out) liabilities $1,961 Probability Weighted Expected Return Discount rate - 5% Timing of estimated payouts 2022 - Future revenue projections $9.1M $9.1M |
Schedule of Assets Held for Sale | The assets classified as held for sale as of December 31, 2021 are as follows: (in thousands) 2021 Inventory, net $ 617 Property, plant and equipment, net 238 Assets held for sale $ 855 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: (in thousands) 2021 2020 Land $ 723 $ 3 Leasehold improvements 4,641 2,939 Buildings 53 84 Machinery, fixtures and equipment 110,127 100,352 Construction-in-progress 1,900 2,772 117,444 106,150 Less accumulated depreciation and amortization (73,724) (71,054) Property, plant and equipment, net $ 43,720 $ 35,096 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | (in thousands) 2021 2020 Revolving line of credit, due January 15, 2025 $ 65,571 $ — Term loan, due January 15, 2025 4,821 — Revolving line of credit, due December 20, 2021 — 49,037 Term loan, due February 1, 2024 — 12,333 Total long-term debt 70,392 61,370 Less: Current portion of long-term debt (2,464) (875) Long-term debt, less current portion $ 67,928 $ 60,495 |
Schedule of Maturities of Long-term Debt | Principal payments on long-term debt during the next five fiscal years and thereafter are as follows (in thousands): 2022 $ 2,464 2023 2,464 2024 2,464 2025 63,000 2026 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Operating and Finance leases recorded in Consolidated Balance Sheet | Operating and finance lease amounts included in the consolidated balance sheet are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2021 2020 Operating lease assets Right-of-use assets, operating leases $ 30,811 $ 31,769 Finance lease assets Property, plant and equipment, net 1,640 56 Current liabilities Current portion of lease liabilities, operating leases 1,104 867 Current liabilities Current portion of lease liabilities, finance leases 233 19 Non-current liabilities Non-current portion of lease liabilities, operating leases 32,059 32,771 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,414 $ 37 |
Schedule of Operating and Finance Leases Discount Rates, Total Lease Cost and Weighted Average Remaining Leases | Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2021 2020 Operating lease cost 1 $ 4,099 $ 4,124 Finance lease cost: Reduction in carrying amount of right-of-use assets 100 92 Interest on finance lease liabilities 11 24 Total lease cost $ 4,210 $ 4,240 1 Includes short term leases and sublease income, which is immaterial Year Ended December 31, 2021 2020 Weighted-average discount rate Operating leases 8.30 % 8.33 % Finance leases 2.27 % 2.44 % Weighted-average remaining lease term Operating leases 14.43 years 15.47 years Finance leases 7.07 years 2.91 years |
Schedule of Maturities For Operating Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of December 31, 2021 are as follows: (in thousands) Operating Finance 2022 $ 3,782 $ 269 2023 3,818 260 2024 3,658 246 2025 3,677 233 2026 3,683 233 Thereafter 39,865 543 Total undiscounted minimum future lease payments 58,483 1,784 Imputed Interest (25,320) (137) Total lease liabilities $ 33,163 $ 1,647 |
Schedule of Maturities For Finance Leases After Adoption of 842 | The amounts of undiscounted future minimum lease payments under leases as of December 31, 2021 are as follows: (in thousands) Operating Finance 2022 $ 3,782 $ 269 2023 3,818 260 2024 3,658 246 2025 3,677 233 2026 3,683 233 Thereafter 39,865 543 Total undiscounted minimum future lease payments 58,483 1,784 Imputed Interest (25,320) (137) Total lease liabilities $ 33,163 $ 1,647 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (in thousands) 2021 2020 Salaries, wages, and commissions $ 5,052 $ 3,776 Income taxes 3,212 — Taxes, other than income taxes 889 133 Advances from customers 441 298 Insurance 517 702 Professional fees 527 272 Warranty reserve 40 233 Benefit plans 333 238 Interest rate swap liability — 45 Customer rebate liability 379 168 Other accrued items 1,017 258 Total accrued expenses $ 12,407 $ 6,123 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Shares Repurchased | Shares repurchased for the year ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Number of shares repurchased — 59,617 Average price per share $ — $ 10.65 Total cost of shares repurchased $ — $ 636,940 |
Accounting for Share-Based Pa_2
Accounting for Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2020 are as follows: Grant Date February 5, 2020 June 30, 2020 Weighted-average assumptions used: Expected volatility 35.1 % 38.7 % Dividend yield 1.79 % 1.89 % Risk-free interest rate 1.66 % 0.64 % Expected term, in years 10 10 Weighted-average grant date fair value $ 4.53 $ 2.59 |
Schedule of Activity in the Company’s Stock Option Plans | A summary of activity for the 2011 Plan is as follows: Weighted Options Weighted Intrinsic December 31, 2019 $ 14.26 55,468 3.8 $ 18,331 Granted February 5, 2020 13.00 123,500 Granted June 30, 2020 7.33 20,000 Exercised — — Canceled, forfeited, or expired 13.14 (19,437) December 31, 2020 $ 12.74 179,531 7.2 $ 9,402 Exercised 12.71 (13,174) Canceled, forfeited, or expired 13.33 (22,529) December 31, 2021 $ 13.04 143,828 6.0 $ 487,011 Exercisable options $ 13.05 129,163 5.8 $ 436,637 Options expected to vest: Weighted Options Weighted Grant Date Fair Value December 31, 2019 $ 16.01 3,723 5.1 $ 6.11 Granted February 5, 2020 13.00 123,500 4.53 Granted June 30, 2020 7.33 20,000 2.59 Vested 13.24 (34,786) 4.68 Canceled, forfeited, or expired 13.14 (19,437) 4.62 December 31, 2020 $ 11.78 93,000 9.2 $ 5.53 Vested 10.83 (55,806) 3.72 Canceled, forfeited, or expired 13.33 (22,529) 4.80 December 31, 2021 $ 13.00 14,665 8.1 $ 4.99 |
Schedule of Stock Options by Exercise Price Range | The following table summarizes information about stock options outstanding as of December 31, 2021: Range of Exercise Prices Outstanding Stock Options Exercisable Stock Options Shares Weighted Average Shares Weighted Average Exercise Price Exercise Price Remaining Contractual Life in Years $ 11.35 9,068 $ 11.35 0.1 9,068 $ 11.35 13.70 12,370 13.70 1.1 12,370 13.70 14.76 8,109 14.76 2.1 8,109 14.76 16.01 18,447 16.01 3.1 18,447 16.01 13.00 85,834 13.00 8.1 71,169 13.00 $ 7.33 10,000 $ 7.33 8.5 10,000 $ 7.33 143,828 129,163 |
Schedule of Stock Awards Plan Activity | A summary of plan activity for the 2015 Plan is as follows: Shares Weighted Average Outstanding December 31, 2019 100,775 $ 13.28 Granted February 5, 2020 45,418 13.00 Granted November 10, 2020 50,000 5.65 Vested (81,233) 12.87 Forfeited (17,535) 13.11 Outstanding December 31, 2020 97,425 $ 11.97 Granted February 10, 2021 15,181 8.57 Granted October 28, 2021 6,751 11.11 Granted November 15, 2021 751 13.32 Vested (64,398) 9.25 Forfeited (12,129) 10.54 Outstanding December 31, 2021 43,581 $ 9.82 Units Weighted-Average Grant Date Fair Value Outstanding December 31, 2020 — $ — Granted 53,696 6.35 Vested (12,516) 2.35 Forfeited/Canceled (10,324) 5.96 Outstanding December 31, 2021 30,856 $ 8.11 |
Schedule of Nonvested Performance- based Units Activity | A summary of the status of our performance-based restricted stock awards as of December 31, 2021, and changes during fiscal 2021, were as follows: Units Weighted-Average Grant Date Fair Value Outstanding December 31, 2019 77,986 $ 13.66 Granted 1 36,647 13.00 Vested 2 (64,711) 13.21 Forfeited (20,558) 13.73 Outstanding December 31, 2020 29,364 $ 13.76 Granted 3 90,000 0.69 Vested (116,260) 3.66 Forfeited (3,104) 12.99 Outstanding December 31, 2021 — $ — 1 Contingent shares granted excluded from 2020 2 Excludes the vesting of an additional 5,074 shares due to performance conditions of the awards exceeding target. 3 Contingent shares granted in prior year included in 2021 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Components Deferred Tax Liabilities | Significant components of the Company's deferred tax assets and liabilities are as follows at the respective year ends: (in thousands) 2021 2020 Deferred income tax assets: Inventory valuation reserves $ 310 $ 176 Inventory capitalization 1,207 1,120 Accrued bonus 680 328 State net operating loss carryforwards 1,606 1,669 Federal net operating loss carryforwards 890 — Lease liabilities 8,069 7,484 Accrued Federal Insurance Contributions Act ("FICA") deferral 155 299 Intangible asset basis differences 2,980 3,706 Other 550 534 Total deferred income tax assets 16,447 15,316 Federal & State valuation allowance (3,700) (4,243) Total net deferred income tax assets 12,747 11,073 Deferred income tax liabilities: Fixed asset basis differences 7,276 5,562 Prepaid expenses 381 276 Lease assets 7,523 7,067 Interest rate swap — 68 Other — 57 Total deferred income tax liabilities 15,180 13,030 Deferred income taxes, net $ (2,433) $ (1,957) |
Schedule of Components of Provision for Income Taxes | Significant components of the provision for income taxes are as follows: (in thousands) 2021 2020 Current: Federal $ 6,786 $ (6,024) State 538 23 Total current 7,324 (6,001) Deferred: Federal (1,943) 1,011 State (128) 284 Total deferred (2,071) 1,295 Total $ 5,253 $ (4,706) |
Schedule of Reconciliation of Income Taxes Computed at U.S. Rate to Income Tax Expense | The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: (in thousands) 2021 2020 Amount % Amount % Tax at U.S. statutory rates $ 5,354 21.0 % $ (6,714) 21.0 % State income taxes, net of federal tax benefit 371 1.5 % 73 (0.2) % Federal and State valuation allowance (539) (2.1) % 2,541 (7.9) % CARES Act carryback benefits — — % (1,123) 3.5 % Stock option compensation (196) (0.8) % 65 (0.2) % Executive compensation limitation 59 0.2 % 280 (0.9) % Transaction costs 134 0.5 % — — % Other nondeductible expenses 51 0.2 % 35 (0.1) % Other, net 19 0.1 % 137 (0.5) % Total $ 5,253 20.6 % $ (4,706) 14.7 % |
Earning (Loss) Per Share (Table
Earning (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share From Continuing Operations | The following table sets forth the computation of basic and diluted earnings (loss) per share: (in thousands, except per share data) 2021 2020 (a) Numerator: Net earnings (loss) $ 20,245 $ (27,267) Denominator: Denominator for basic earnings (loss) per share - weighted average shares 9,340 9,140 Effect of dilutive securities: Employee stock options and stock grants 116 — Denominator for diluted earnings (loss) per share - weighted average shares 9,456 9,140 Net earnings (loss) per share: Basic $ 2.17 $ (2.98) Diluted $ 2.14 $ (2.98) (a) As discussed in Note 9 , the Company distributed subscription rights to holders of common stock, which were priced at a discount to the market value, to acquire additional common shares. The Rights Offering, because of the discount, contains a bonus element that is similar to a stock dividend. As such, the basic and diluted EPS has been retroactively adjusted for the bonus element for all prior periods presented. |
Industry Segments (Tables)
Industry Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table summarizes certain information regarding segments of the Company's operations: (in thousands) 2021 2020 Net sales Metals Segment $ 267,238 $ 204,459 Specialty Chemicals Segment 67,477 51,541 $ 334,715 $ 256,000 Operating income (loss) Metals Segment $ 33,561 $ (24,599) Specialty Chemicals Segment 3,656 4,033 37,217 (20,566) Unallocated corporate expenses 6,828 7,917 Acquisition costs and other 1,001 845 Proxy contest costs and recoveries 168 3,105 Earn-out adjustments 1,872 (1,195) Gain on lease modification — (171) Operating income (loss) 27,348 (31,067) Interest expense 1,486 2,110 Change in fair value of interest rate swap (2) 51 Loss on extinguishment of debt 223 — Other income, net 143 (1,255) Income (loss) before income taxes $ 25,498 $ (31,973) Identifiable assets Metals Segment $ 160,625 $ 141,799 Specialty Chemicals Segment 72,908 25,039 Corporate 32,469 40,146 $ 266,002 $ 206,984 Depreciation and amortization Metals Segment $ 8,206 $ 8,883 Specialty Chemicals Segment 2,005 1,552 Corporate 130 165 $ 10,341 $ 10,600 Capital expenditures Metals Segment $ 1,011 $ 1,761 Specialty Chemicals Segment 486 866 Corporate — 1,121 $ 1,497 $ 3,748 Sales by product group Fiberglass and steel liquid storage tanks and separation equipment $ 1,343 $ 5,503 Heavy wall seamless carbon steel pipe and tube 40,539 23,670 Stainless steel pipe and tube 186,651 154,974 Galvanized pipe and tube 38,705 20,312 Specialty chemicals 67,477 51,541 $ 334,715 $ 256,000 Geographic sales United States $ 325,335 $ 248,470 Elsewhere 9,380 7,530 $ 334,715 $ 256,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Jan. 15, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)segmentreporting_unit | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) |
Accounting Policies [Line Items] | |||||||
Number of operating segments | segment | 2 | ||||||
Number of reportable segments | segment | 2 | ||||||
Cost of sales | $ 273,949,000 | $ 233,348,000 | |||||
Inventory | $ 103,249,000 | $ 85,080,000 | 103,249,000 | 85,080,000 | |||
Income (loss) before income taxes | 25,498,000 | (31,973,000) | |||||
Income tax provision (benefit) | 5,253,000 | (4,706,000) | |||||
Net earnings (loss) | 20,245,000 | (27,267,000) | |||||
Allowance for credit loss | 200,000 | 500,000 | 200,000 | 500,000 | |||
Inventory write-down | 3,800,000 | ||||||
Goodwill impairment | 0 | 16,203,000 | |||||
Intangible assets | 28,900,000 | 30,900,000 | 28,900,000 | 30,900,000 | |||
Accumulated amortization on intangible assets | 14,500,000 | 19,500,000 | 14,500,000 | 19,500,000 | |||
Amortization expense | $ 2,794,000 | 3,028,000 | |||||
Deferred charges, estimated useful life | 4 years | ||||||
Loss on extinguishment of debt | $ 223,000 | 0 | |||||
Deferred charges | 400,000 | 800,000 | 400,000 | 800,000 | |||
Accumulated amortization of deferred charges | 100,000 | 300,000 | 100,000 | 300,000 | |||
Amortization of debt issuance costs | 95,000 | 177,000 | |||||
Shipping costs | 9,400,000 | 8,000,000 | |||||
Retained earnings | 63,080,000 | 42,835,000 | $ 63,080,000 | $ 42,835,000 | |||
Revolving Line of Credit | The Credit Agreement | Line of Credit | |||||||
Accounting Policies [Line Items] | |||||||
Debt term | 4 years | ||||||
Welded Pipe And Tube | |||||||
Accounting Policies [Line Items] | |||||||
Goodwill impairment | $ 5,500,000 | $ 10,700,000 | |||||
Percentage fair value below carrying value due to goodwill impairment | 24.10% | 9.70% | 24.10% | ||||
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment | |||||||
Accounting Policies [Line Items] | |||||||
Retained earnings | $ 400,000 | ||||||
Software Licenses | |||||||
Accounting Policies [Line Items] | |||||||
Useful life of property, plant and equipment | 5 years | ||||||
Customer List | |||||||
Accounting Policies [Line Items] | |||||||
Weighted average amortization period for intangible assets | 12 years | ||||||
MUSA-Galvanized | Earn-Out Payment | |||||||
Accounting Policies [Line Items] | |||||||
Period for which earn out payments will be received | 4 years | ||||||
MUSA-Stainless | Earn-Out Payment | |||||||
Accounting Policies [Line Items] | |||||||
Period for which earn out payments will be received | 4 years | ||||||
Obsolescence Reserve | |||||||
Accounting Policies [Line Items] | |||||||
Inventory reserves | 1,100,000 | $ 200,000 | $ 1,100,000 | $ 200,000 | |||
Physical Inventory Shrink Reserve | |||||||
Accounting Policies [Line Items] | |||||||
Inventory reserves | $ 200,000 | $ 500,000 | $ 200,000 | 500,000 | |||
Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Accounts receivable, payment terms | 30 days | ||||||
Amortization period for intangible assets | 8 years | ||||||
Minimum | Land Improvement and Buildings | |||||||
Accounting Policies [Line Items] | |||||||
Useful life of property, plant and equipment | 10 years | ||||||
Minimum | Machinery, fixtures and equipment | |||||||
Accounting Policies [Line Items] | |||||||
Useful life of property, plant and equipment | 3 years | ||||||
Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Accounts receivable, payment terms | 60 days | ||||||
Amortization period for intangible assets | 15 years | ||||||
Maximum | Land Improvement and Buildings | |||||||
Accounting Policies [Line Items] | |||||||
Useful life of property, plant and equipment | 40 years | ||||||
Maximum | Machinery, fixtures and equipment | |||||||
Accounting Policies [Line Items] | |||||||
Useful life of property, plant and equipment | 20 years | ||||||
American Stainless | American Stainless Tubing, Inc. | Earn-Out Payment | |||||||
Accounting Policies [Line Items] | |||||||
Period for which earn out payments will be received | 3 years | ||||||
Earn out payments, target percentage | 6.50% | 6.50% | |||||
Immaterial Out of Period Adjustment | |||||||
Accounting Policies [Line Items] | |||||||
Cost of sales | $ 2,200,000 | ||||||
Inventory | (2,200,000) | $ (2,200,000) | |||||
Income (loss) before income taxes | (2,200,000) | ||||||
Income tax provision (benefit) | (500,000) | ||||||
Net earnings (loss) | $ (1,700,000) | ||||||
Metals Segment | |||||||
Accounting Policies [Line Items] | |||||||
Number of reporting units | reporting_unit | 3 | ||||||
Goodwill impairment | 16,203,000 | ||||||
Specialty Chemicals Segment | |||||||
Accounting Policies [Line Items] | |||||||
Number of reporting units | reporting_unit | 1 | ||||||
Goodwill impairment | $ 0 | ||||||
Specialty Chemicals Segment | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | One Customer | |||||||
Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 15.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 1,355,000 | $ 17,558,000 |
Impairment charges | 0 | (16,203,000) |
Acquisitions | 11,282,000 | |
Goodwill, end of period | 12,637,000 | 1,355,000 |
Specialty Chemicals Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 1,355,000 | 1,355,000 |
Impairment charges | 0 | |
Acquisitions | 11,282,000 | |
Goodwill, end of period | 12,637,000 | 1,355,000 |
Metals Segment | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 0 | 16,203,000 |
Impairment charges | (16,203,000) | |
Acquisitions | 0 | |
Goodwill, end of period | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Amortization Expense of Finite Lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 2,884 |
2023 | 1,433 |
2024 | 1,336 |
2025 | 1,238 |
2026 | 1,141 |
Thereafter | 6,350 |
Total | $ 14,382 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Oct. 22, 2021 | Jan. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Acquisition costs and other | $ 1,001 | $ 845 | ||
Base Rate | Revolving Line of Credit | Revolving line of credit, due January 15, 2025 | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Basis spread on variable rate | 0.50% | 0.50% | ||
LIBOR | Revolving Line of Credit | Revolving line of credit, due January 15, 2025 | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Basis spread on variable rate | 1.50% | 1.50% | ||
Customer List | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period for intangible assets | 12 years | |||
DanChem Technologies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 34,100 | |||
Cash acquired from acquisition | 1,500 | |||
Business combination, purchase price funded by drawdown on revolving credit facility | 34,500 | |||
Acquisition costs and other | $ 1,000 | |||
Intangible assets | 5,750,000 | |||
Weighted average amortization period for intangible assets | 15 years | |||
DanChem Technologies, Inc. | Customer List | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 5,100 | |||
DanChem Technologies, Inc. | Product Development Know-How | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 500 | |||
DanChem Technologies, Inc. | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 200 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Identified and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 12,637 | $ 1,355 | $ 17,558 | |
DanChem Technologies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,533,000 | |||
Accounts receivable, net of allowance for credit losses | 5,358,000 | |||
Inventories | 1,561,000 | |||
Prepaid expenses and other current assets | 454,000 | |||
Property, plant and equipment | 15,697,000 | |||
Right of use asset, operating leases | 208,000 | |||
Intangible assets | 5,750,000 | |||
Total identifiable assets acquired | 30,561,000 | |||
Accounts payable | 1,751,000 | |||
Accrued expenses and other current liabilities | 1,622,000 | |||
Current portion of operating lease liabilities | 51,000 | |||
Current portion of finance lease liabilities | 215,000 | |||
Deferred income taxes | 2,542,000 | |||
Long-term portion of operating lease liabilities | 157,000 | |||
Long-term portion of finance lease liabilities | 1,408,000 | |||
Total identifiable liabilities assumed | 7,746,000 | |||
Net identifiable assets acquired | 22,815,000 | |||
Transaction price | 34,097,000 | |||
Goodwill | $ 11,282,000 |
Acquisitions - Schedule of Fina
Acquisitions - Schedule of Financial Information (Details) - DanChem Technologies, Inc. $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 5,692 |
Operating income | $ 621 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - DanChem Technologies, Inc. - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net sales | $ 358,735 | $ 282,365 |
Net income (loss) | $ 21,681 | $ (26,468) |
Earnings per share: | ||
Basic (in dollars per share) | $ 2.32 | $ (2.90) |
Diluted (in dollars per share) | $ 2.29 | $ (2.90) |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 334,715 | $ 256,000 |
Fiberglass and steel liquid storage tanks and separation equipment | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,343 | 5,503 |
Heavy wall seamless carbon steel pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 40,539 | 23,670 |
Stainless steel pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 186,651 | 154,974 |
Galvanized pipe and tube | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 38,705 | 20,312 |
Specialty chemicals | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 67,477 | $ 51,541 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized gain (loss) included in OCI | $ 0 | |
Asset impairment | 233,000 | $ 6,214,000 |
Inventory, net realizable value | $ 103,249,000 | 85,080,000 |
Fair Value, Recurring | Palmerof Texas Tanks Inc | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Inventory, net realizable value | 2,100,000 | |
Long-lived assets, fair value | 1,400,000 | |
Asset impairments | $ 6,200,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Company's Earn-Out Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Earn-out payments during period | $ 3,494 | $ 3,946 |
Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 3,721 | 9,154 |
Earn-out payments during period | (3,632) | (4,238) |
Changes in fair value during the period | 1,872 | (1,195) |
Ending balance | 1,961 | 3,721 |
MUSA-Stainless | Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 375 | 2,403 |
Earn-out payments during period | (385) | (1,625) |
Changes in fair value during the period | 10 | (403) |
Ending balance | 0 | 375 |
MUSA-Galvanized | Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 941 | 1,782 |
Earn-out payments during period | (780) | (611) |
Changes in fair value during the period | 945 | (230) |
Ending balance | 1,106 | 941 |
American Stainless | Level 3 Inputs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 2,405 | 4,969 |
Earn-out payments during period | (2,467) | (2,002) |
Changes in fair value during the period | 917 | (562) |
Ending balance | $ 855 | $ 2,405 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs in Fair Value of Company's Earn-Out Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Maximum | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value measurement input | $ 9,100 |
Discount rate | Weighted Average | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Discount rate applied to earn-out payments | 0.05 |
Future revenue projections | Weighted Average | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value measurement input | $ 9,100 |
Level 3 Inputs | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Business combination, contingent consideration, liability | $ 1,961 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets Held for Sale (Details) - Discontinued Operations, Held-for-sale - Palmer Facility $ in Thousands | Dec. 31, 2021USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Inventory, net | $ 617 |
Property, plant and equipment, net | 238 |
Assets held for sale | $ 855 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 117,444 | $ 106,150 |
Less accumulated depreciation and amortization | (73,724) | (71,054) |
Property, plant and equipment, net | 43,720 | 35,096 |
Depreciation expense | 7,547 | 7,572 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 723 | 3 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 4,641 | 2,939 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 53 | 84 |
Machinery, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 110,127 | 100,352 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 1,900 | $ 2,772 |
Long-term Debt - Summary of Deb
Long-term Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 70,392 | $ 61,370 |
Less: Current portion of long-term debt | (2,464) | (875) |
Long-term debt, less current portion | 67,928 | 60,495 |
Revolving line of credit, due January 15, 2025 | Revolving Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 65,571 | 0 |
Term loan, due January 15, 2025 | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 4,821 | 0 |
Revolving line of credit, due December 20, 2021 | Revolving Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 0 | 49,037 |
Term loan, due February 1, 2024 | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 0 | $ 12,333 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) | Jan. 15, 2021 | Dec. 20, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||||
Minimum amount of availability required to be had under facility | $ 7,500,000 | |||
Covenant required percentage | 10.00% | |||
Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Interest payments | $ 1,400,000 | $ 2,000,000 | ||
Line of Credit | Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, average outstanding amount | $ 61,900,000 | $ 60,300,000 | ||
Line of credit, weighted average interest rate | 2.23% | 3.50% | ||
Revolving line of credit, due January 15, 2025 | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Initial borrowing capacity | $ 110,000,000 | |||
Revolving line of credit, due January 15, 2025 | Line of Credit | Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Debt term | 4 years | |||
Line of credit, maximum borrowing capacity | $ 150,000,000 | |||
Initial borrowing capacity | 105,000,000 | $ 10,500,000 | ||
Stated interest rate | 2.29% | 1.81% | ||
Line of credit, remaining availability | $ 39,400,000 | |||
Revolving line of credit, due January 15, 2025 | Line of Credit | Delayed Draw Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Initial borrowing capacity | 5,000,000 | |||
Line of credit quarterly payments | 200,000 | |||
Revolving line of credit, due January 15, 2025 | Line of Credit | Machinery and Equipment Sub-Limit | ||||
Line of Credit Facility [Line Items] | ||||
Initial borrowing capacity | 17,500,000 | |||
Line of credit quarterly payments | $ 400,000 | |||
Revolving line of credit, due January 15, 2025 | Line of Credit | LIBOR | Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.50% | 1.50% | ||
Revolving line of credit, due January 15, 2025 | Line of Credit | LIBOR | Delayed Draw Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.65% | |||
Revolving line of credit, due January 15, 2025 | Line of Credit | Base Rate | Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | 0.50% | ||
Revolving line of credit, due December 20, 2021 | Line of Credit | Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 100,000,000 | |||
Term loan, due February 1, 2024 | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Debt term | 5 years | |||
Principal amount of debt | $ 20,000,000 | |||
Term loan, due January 15, 2025 | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Stated interest rate | 1.90% | 2.06% |
Long-term Debt - Schedule Of Ma
Long-term Debt - Schedule Of Maturities of Long Term Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 2,464 |
2023 | 2,464 |
2024 | 2,464 |
2025 | 63,000 |
2026 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | Aug. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
Operating lease liability related to sale leaseback transactions | $ 32,200,000 | ||
Sale leaseback liabilities as a percentage of total operating lease liabilities | 98.00% | ||
Initial term of operating lease | 38 months | ||
Right-of-use assets, operating leases, net | $ 30,811,000 | $ 31,769,000 | |
Total lease liabilities | 33,163,000 | ||
Finance lease assets | 1,640,000 | $ 56,000 | |
Finance liabilities | 1,647,000 | ||
Right-of-use asset obtained in exchange for operating lease liability | 300,000 | ||
Office Space With Affiliated Entity | |||
Lessee, Lease, Description [Line Items] | |||
Initial term of operating lease | 38 months | ||
Lessee, operating lease, monthly base rent | $ 5,364 | ||
Lessee, operating lease, annual percentage increase in monthly payment | 2.50% | ||
Right-of-use asset obtained in exchange for operating lease liability | 200,000 | ||
DanChem Leases | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use assets, operating leases, net | 200,000 | ||
Total lease liabilities | 200,000 | ||
Finance lease assets | 1,600,000 | ||
Finance liabilities | $ 1,600,000 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Recorded in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets, operating leases | $ 30,811 | $ 31,769 |
Property, plant and equipment, net | 1,640 | 56 |
Current portion of lease liabilities, operating leases | 1,104 | 867 |
Current portion of lease liabilities, finance leases | 233 | 19 |
Non-current portion of lease liabilities, operating leases | 32,059 | 32,771 |
Non-current portion of lease liabilities, finance leases | $ 1,414 | $ 37 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net |
Leases - Schedule of Total Leas
Leases - Schedule of Total Leases Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 4,099 | $ 4,124 |
Lessee, Finance Lease, Description [Abstract] | ||
Reduction in carrying amount of right-of-use assets | 100 | 92 |
Interest on finance lease liabilities | 11 | 24 |
Total lease cost | $ 4,210 | $ 4,240 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities After Adoption of 842 (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 3,782 |
2023 | 3,818 |
2024 | 3,658 |
2025 | 3,677 |
2026 | 3,683 |
Thereafter | 39,865 |
Total undiscounted minimum future lease payments | 58,483 |
Imputed Interest | (25,320) |
Total lease liabilities | 33,163 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2022 | 269 |
2023 | 260 |
2024 | 246 |
2025 | 233 |
2026 | 233 |
Thereafter | 543 |
Total undiscounted minimum future lease payments | 1,784 |
Imputed Interest | (137) |
Total lease liabilities | $ 1,647 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted-average discount rate | ||
Operating leases | 8.30% | 8.33% |
Finance leases | 2.27% | 2.44% |
Weighted-average remaining lease term | ||
Operating leases | 14 years 5 months 4 days | 15 years 5 months 19 days |
Finance leases | 7 years 25 days | 2 years 10 months 28 days |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Salaries, wages, and commissions | $ 5,052 | $ 3,776 |
Income taxes | 3,212 | 0 |
Taxes, other than income taxes | 889 | 133 |
Advances from customers | 441 | 298 |
Insurance | 517 | 702 |
Professional fees | 527 | 272 |
Warranty reserve | 40 | 233 |
Benefit plans | 333 | 238 |
Interest rate swap liability | 0 | 45 |
Customer rebate liability | 379 | 168 |
Other accrued items | 1,017 | 258 |
Accrued expenses and other current liabilities | $ 12,407 | $ 6,123 |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Repurchase Program (Details) - shares | Feb. 17, 2021 | Dec. 31, 2021 |
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 | |
Number of shares authorized to be repurchased (in shares) | 790,383 | 790,383 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Shares Repurchased (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 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 |
Shareholders' Equity - Rights O
Shareholders' Equity - Rights Offering (Details) - Subscription Right $ / shares in Units, $ in Millions | Nov. 16, 2021USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0.083768 |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 12.75 |
Class of warrant or right, outstanding | 785,103 |
Proceeds from rights exercised | $ | $ 10 |
Shareholders' Equity - Dividend
Shareholders' Equity - Dividends (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Payment of dividends (in dollars per share) | $ 0 | $ 0 |
Accounting for Share-Based Pa_3
Accounting for Share-Based Payments - Narrative (Details) - USD ($) | Nov. 10, 2020 | Jun. 30, 2020 | Feb. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 1,500,000 | ||||||
Options available (in shares) | 900,000 | ||||||
Compensation expense | $ 800,000 | $ 1,800,000 | |||||
(Benefit from) provision for income taxes | $ 200,000 | $ 200,000 | |||||
Exercised (in shares) | 13,174 | 0 | |||||
Options exercisable (in shares) | 129,163 | ||||||
Options exercisable, weighted average exercise price (in dollars per share) | $ 13.05 | ||||||
Share-based compensation expense | $ 799,000 | $ 1,791,000 | |||||
Nonvested award, cost not yet recognized, period for recognition | 1 year 1 month 6 days | ||||||
Issuance of shares of common stock from the treasury (in shares) | 191,673 | 194,082 | |||||
Non Employee Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares of common stock from the treasury (in shares) | 22,026 | 43,603 | |||||
Annual cash retainer fees | $ 214,000 | $ 345,000 | |||||
Board of Directors Chairman | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares of common stock from the treasury (in shares) | 20,000 | ||||||
Restricted Stock | Non Employee Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum annual retainer percent | 100.00% | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercised (in shares) | 13,174 | 0 | |||||
Option exercises, aggregate exercise price | $ 109,324 | ||||||
Options exercisable (in shares) | 129,163 | 86,531 | |||||
Options exercisable, weighted average exercise price (in dollars per share) | $ 13.05 | $ 13.77 | |||||
Share-based compensation expense | $ 100,000 | $ 400,000 | |||||
Total unrecognized compensation cost | $ 13,786 | ||||||
Stock Awards | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 66.66% | ||||||
Stock Awards | Share-based Payment Arrangement, Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Granted, weighted average grant date fair value (in dollars per share) | $ 0.69 | $ 13 | |||||
Options, vested in period, fair value | $ 1,100,000 | $ 600,000 | |||||
Nonvested award, option, cost not yet recognized, amount | $ 0 | ||||||
Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 0.00% | ||||||
Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 150.00% | ||||||
Inducement Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 100,000 | 0 | |||||
Total unrecognized compensation cost | $ 200,000 | ||||||
Nonvested award, cost not yet recognized, period for recognition | 2 years 6 months 10 days | ||||||
Granted, weighted average grant date fair value (in dollars per share) | $ 6.35 | ||||||
Options, vested in period, fair value | $ 200,000 | 0 | |||||
Inducement Awards | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 50.00% | ||||||
Inducement Awards | Share-based Payment Arrangement, Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 50.00% | ||||||
Vesting period | 3 years | ||||||
2011 Plan | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 0 | ||||||
Expected life | 10 years | 10 years | 10 years | ||||
Period after grant date, awards vesting begins | 1 year | ||||||
2011 Plan | Stock Options | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 20.00% | ||||||
2011 Plan | Stock Options | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.00% | ||||||
2005 Stock Awards Plan | Stock Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 400,000 | $ 1,000,000 | |||||
Total unrecognized compensation cost | $ 200,000 | ||||||
Nonvested award, cost not yet recognized, period for recognition | 2 years 10 months 20 days | ||||||
2015 Stock Awards Plan | Stock Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 1,500,000 | 500,000 | 250,000 | ||||
Period after grant date, awards vesting begins | 1 year | ||||||
Expiration period for awards | 10 years | ||||||
2015 Stock Awards Plan | Stock Awards | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 20.00% | ||||||
2015 Stock Awards Plan | Stock Awards | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.00% |
Accounting for Share-Based Pa_4
Accounting for Share-Based Payments - Fair Value Assumptions (Details) - Stock Options - 2011 Plan - $ / shares | Jun. 30, 2020 | Feb. 05, 2020 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility rate | 38.70% | 35.10% | |
Expected dividend yield | 1.89% | 1.79% | |
Risk free interest rate | 0.64% | 1.66% | |
Expected life | 10 years | 10 years | 10 years |
Weighted-average grant date fair value (in dollars per share) | $ 2.59 | $ 4.53 |
Accounting for Share-Based Pa_5
Accounting for Share-Based Payments - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Outstanding, beginning of year, weighted average exercise price (in dollars per share) | $ 12.74 | $ 14.26 | |
Exercised, weighted average exercise price (in dollars per share) | 12.71 | 0 | |
Canceled, forfeited, or expired, weighted average exercise price (in dollars per share) | 13.33 | 13.14 | |
Outstanding, end of year, weighted average exercise price (in dollars per share) | 13.04 | $ 12.74 | $ 14.26 |
Exercisable, weighted average exercise price (in dollars per share) | $ 13.05 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning of year (in shares) | 179,531 | 55,468 | |
Exercised (in shares) | (13,174) | 0 | |
Canceled, forfeited, or expired (in shares) | (22,529) | (19,437) | |
Outstanding, end of year (in shares) | 143,828 | 179,531 | 55,468 |
Exercisable (in shares) | 129,163 | ||
Options outstanding, weighted average contractual term | 6 years | 7 years 2 months 12 days | 3 years 9 months 18 days |
Options exercisable, weighted average contractual term | 5 years 9 months 18 days | ||
Options outstanding, intrinsic value | $ 487,011 | $ 9,402 | $ 18,331 |
Options exercisable, intrinsic value | $ 436,637 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||
Expected to vest, beginning of the year, weighted average exercise price (in dollars per share) | $ 11.78 | $ 16.01 | |
Vested, weighted average exercise price (in dollars per share) | 10.83 | 13.24 | |
Canceled, forfeited, or expired, weighted average exercise price (in dollars per share) | 13.33 | 13.14 | |
Expected to vest, end of the year, weighted average exercise price (in dollars per share) | $ 13 | $ 11.78 | $ 16.01 |
Expected to vest (in shares) | 93,000 | 3,723 | |
Vested (in shares) | (55,806) | (34,786) | |
Canceled, forfeited, or expired (in shares) | (22,529) | (19,437) | |
Expected to vest (in shares) | 14,665 | 93,000 | 3,723 |
Options expected to vest, weighted average contractual term (years) | 8 years 1 month 6 days | 9 years 2 months 12 days | 5 years 1 month 6 days |
Options expected to vest, grant date fair value beginning balance (in dollars per share) | $ 5.53 | $ 6.11 | |
Options expected to vest, vested, grant date fair value (dollars per share) | 3.72 | 4.68 | |
Options expected to be canceled, forfeited or expired, weighted average fair value (in dollars per share) | 4.80 | 4.62 | |
Options expected to vest, grant date fair value ending balance (in dollars per share) | $ 4.99 | 5.53 | $ 6.11 |
February 5, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Granted, weighted average exercise price (in dollars per share) | $ 13 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Granted (in shares) | 123,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||
Granted (in dollars per share) | $ 13 | ||
Granted (in shares) | 123,500 | ||
Options expected to vest granted, weighted average fair value (in dollars per share) | $ 4.53 | ||
June 30, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Granted, weighted average exercise price (in dollars per share) | $ 7.33 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Granted (in shares) | 20,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Roll Forward] | |||
Granted (in dollars per share) | $ 7.33 | ||
Granted (in shares) | 20,000 | ||
Options expected to vest granted, weighted average fair value (in dollars per share) | $ 2.59 |
Accounting for Share-Based Pa_6
Accounting for Share-Based Payments - Stock Options by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding stock options (in shares) | shares | 143,828 |
Number of exercisable stock options (in shares) | shares | 129,163 |
Exercise Price of $11.35 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 11.35 |
Number of outstanding stock options (in shares) | shares | 9,068 |
Weighted average exercise price (in dollars per share) | $ 11.35 |
Weighted average remaining contractual life in years | 1 month 6 days |
Number of exercisable stock options (in shares) | shares | 9,068 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 11.35 |
Exercise Price of $13.70 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 13.70 |
Number of outstanding stock options (in shares) | shares | 12,370 |
Weighted average exercise price (in dollars per share) | $ 13.70 |
Weighted average remaining contractual life in years | 1 year 1 month 6 days |
Number of exercisable stock options (in shares) | shares | 12,370 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 13.70 |
Exercise Price of $14.76 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 14.76 |
Number of outstanding stock options (in shares) | shares | 8,109 |
Weighted average exercise price (in dollars per share) | $ 14.76 |
Weighted average remaining contractual life in years | 2 years 1 month 6 days |
Number of exercisable stock options (in shares) | shares | 8,109 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 14.76 |
Exercise Price of $16.01 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 16.01 |
Number of outstanding stock options (in shares) | shares | 18,447 |
Weighted average exercise price (in dollars per share) | $ 16.01 |
Weighted average remaining contractual life in years | 3 years 1 month 6 days |
Number of exercisable stock options (in shares) | shares | 18,447 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 16.01 |
Exercise Price of $13.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 13 |
Number of outstanding stock options (in shares) | shares | 85,834 |
Weighted average exercise price (in dollars per share) | $ 13 |
Weighted average remaining contractual life in years | 8 years 1 month 6 days |
Number of exercisable stock options (in shares) | shares | 71,169 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 13 |
Exercise price of $7.33 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of exercise prices (in dollars per share) | $ 7.33 |
Number of outstanding stock options (in shares) | shares | 10,000 |
Weighted average exercise price (in dollars per share) | $ 7.33 |
Weighted average remaining contractual life in years | 8 years 6 months |
Number of exercisable stock options (in shares) | shares | 10,000 |
Exercisable stock options, weighted average exercise price (in dollars per share) | $ 7.33 |
Accounting for Share-Based Pa_7
Accounting for Share-Based Payments - Stock Award Activity (Details) - Stock Awards - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, beginning of the year (in shares) | 97,425 | 100,775 |
Vested (in shares) | (64,398) | (81,233) |
Forfeited (in shares) | (12,129) | (17,535) |
Outstanding, ending of the year (in shares) | 43,581 | 97,425 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Outstanding, beginning of the year, weighted average grant date fair value (in dollars per share) | $ 11.97 | $ 13.28 |
Options vested, grant date fair value (dollars per share) | 9.25 | 12.87 |
Forfeited, weighted average grant date fair value (in dollars per share) | 10.54 | 13.11 |
Outstanding, end of the year, weighted average grant date fair value (in dollars per share) | $ 9.82 | $ 11.97 |
February 5, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted (in shares) | 45,418 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 13 | |
November 10, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted (in shares) | 50,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 5.65 | |
February 10, 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted (in shares) | 15,181 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 8.57 | |
October 28, 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted (in shares) | 6,751 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 11.11 | |
November 15, 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted (in shares) | 751 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 13.32 |
Accounting for Share-Based Pa_8
Accounting for Share-Based Payments - Performance-based Stock Awards (Details) - Performance Shares - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, beginning of the year (in shares) | 29,364 | 77,986 |
Granted (in shares) | 90,000 | 36,647 |
Vested (in shares) | (116,260) | (64,711) |
Forfeited/Canceled (in shares) | (3,104) | (20,558) |
Outstanding, ending of the year (in shares) | 0 | 29,364 |
Number of shares authorized (in shares) | 5,074 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Outstanding, beginning of the year, weighted average grant date fair value (in dollars per share) | $ 13.76 | $ 13.66 |
Options granted, weighted average fair value (in dollars per share) | 0.69 | 13 |
Options vested, grant date fair value (dollars per share) | 3.66 | 13.21 |
Forfeited, weighted average grant date fair value (in dollars per share) | 12.99 | 13.73 |
Outstanding, end of the year, weighted average grant date fair value (in dollars per share) | $ 0 | $ 13.76 |
Accounting for Share-Based Pa_9
Accounting for Share-Based Payments - Inducement Awards (Details) - Inducement Awards | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, beginning of the year (in shares) | shares | 0 |
Granted (in shares) | shares | 53,696 |
Vested (in shares) | shares | (12,516) |
Forfeited (in shares) | shares | (10,324) |
Outstanding, ending of the year (in shares) | shares | 30,856 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding, beginning of the year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 6.35 |
Options vested, grant date fair value (dollars per share) | $ / shares | 2.35 |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | 5.96 |
Outstanding, end of the year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.11 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Inventory valuation reserves | $ 310 | $ 176 |
Inventory capitalization | 1,207 | 1,120 |
Accrued bonus | 680 | 328 |
State net operating loss carryforwards | 1,606 | 1,669 |
Federal net operating loss carryforwards | 890 | 0 |
Lease liabilities | 8,069 | 7,484 |
Accrued Federal Insurance Contributions Act ("FICA") deferral | 155 | 299 |
Intangible asset basis differences | 2,980 | 3,706 |
Other | 550 | 534 |
Total deferred income tax assets | 16,447 | 15,316 |
Federal & State valuation allowance | (3,700) | (4,243) |
Total net deferred income tax assets | 12,747 | 11,073 |
Deferred income tax liabilities: | ||
Fixed asset basis differences | 7,276 | 5,562 |
Prepaid expenses | 381 | 276 |
Lease assets | 7,523 | 7,067 |
Interest rate swap | 0 | 68 |
Other | 0 | 57 |
Total deferred income tax liabilities | 15,180 | 13,030 |
Deferred income taxes, net | $ (2,433) | $ (1,957) |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 6,786 | $ (6,024) |
State | 538 | 23 |
Total current | 7,324 | (6,001) |
Deferred: | ||
Federal | (1,943) | 1,011 |
State | (128) | 284 |
Total deferred | (2,071) | 1,295 |
Total | $ 5,253 | $ (4,706) |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense Reconciliation | ||
Tax at U.S. statutory rates | $ 5,354 | $ (6,714) |
State income taxes, net of federal tax benefit | 371 | 73 |
Federal and State valuation allowance | (539) | 2,541 |
CARES Act carryback benefits | 0 | (1,123) |
Stock option compensation | (196) | 65 |
Executive compensation limitation | 59 | 280 |
Transaction costs | 134 | 0 |
Other nondeductible expenses | 51 | 35 |
Other, net | 19 | 137 |
Total | $ 5,253 | $ (4,706) |
Effective Tax Rate Reconciliation | ||
Tax at U.S. statutory rates | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 1.50% | (0.20%) |
Federal and State valuation allowance | (2.10%) | (7.90%) |
CARES Act carryback benefits | 0.00% | 3.50% |
Stock option compensation | (0.80%) | (0.20%) |
Executive compensation limitation | 0.20% | (0.90%) |
Transaction costs | 0.50% | 0.00% |
Other nondeductible expenses | 0.20% | (0.10%) |
Other, net | 0.10% | (0.50%) |
Total | 20.60% | 14.70% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosures [Line Items] | ||
Income tax payments | $ 1,600,000 | $ 16,000 |
Interest limitation carryforwards | 0 | |
Increase (decrease) in valuation allowance during the period | (500,000) | |
Continuing Operations | ||
Income Tax Disclosures [Line Items] | ||
Increase (decrease) in valuation allowance during the period | 3,700,000 | |
Federal | ||
Income Tax Disclosures [Line Items] | ||
Net operating loss carryforwards | 4,200,000 | 0 |
State Jurisdiction | ||
Income Tax Disclosures [Line Items] | ||
Net operating loss carryforwards | $ 36,200,000 | $ 39,400,000 |
Earning (Loss) Per Share (Detai
Earning (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net earnings (loss) | $ 20,245 | $ (27,267) |
Denominator: | ||
Denominator for basic earnings (loss) per share - weighted average shares (in shares) | 9,340 | 9,140 |
Effect of dilutive securities: | ||
Employee stock options and stock grants (shares) | 116 | 0 |
Denominator for diluted earnings (loss) per share - weighted average shares (in shares) | 9,456 | 9,140 |
Net earnings (loss) per share: | ||
Basic (in dollars per share) | $ 2.17 | $ (2.98) |
Diluted (in dollars per share) | $ 2.14 | $ (2.98) |
Antidilutive securities excluded from earnings per share calculation (in shares) | 100 | 200 |
Industry Segments - Narrative (
Industry Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segmentreporting_unit | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segment | 2 |
Number of reportable segments | segment | 2 |
Metals Segment | |
Segment Reporting Information [Line Items] | |
Number of reporting units | reporting_unit | 3 |
Specialty Chemicals Segment | |
Segment Reporting Information [Line Items] | |
Number of reporting units | reporting_unit | 1 |
Industry Segments - Segment Inf
Industry Segments - Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 334,715 | $ 256,000 |
Unallocated corporate expenses | 30,144 | 28,718 |
Acquisition costs and other | 1,001 | 845 |
Proxy contest costs and recoveries | 168 | 3,105 |
Earn-out adjustments | 1,872 | (1,195) |
Gain on lease modification | 0 | (171) |
Operating income (loss) | 27,348 | (31,067) |
Interest expense | 1,486 | 2,110 |
Change in fair value of interest rate swap | (2) | 51 |
Loss on extinguishment of debt | 223 | 0 |
Other income, net | 143 | (1,255) |
Income (loss) before income taxes | 25,498 | (31,973) |
Identifiable assets | 266,002 | 206,984 |
Depreciation and amortization | 10,341 | 10,600 |
Capital expenditures | 1,497 | 3,748 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net sales | 325,335 | 248,470 |
Non-US | ||
Segment Reporting Information [Line Items] | ||
Net sales | 9,380 | 7,530 |
Fiberglass and steel liquid storage tanks and separation equipment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 5,503 | |
Heavy wall seamless carbon steel pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 23,670 | |
Stainless steel pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 154,974 | |
Galvanized pipe and tube | ||
Segment Reporting Information [Line Items] | ||
Net sales | 20,312 | |
Specialty chemicals | ||
Segment Reporting Information [Line Items] | ||
Net sales | 51,541 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | 37,217 | (20,566) |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Unallocated corporate expenses | 6,828 | 7,917 |
Acquisition costs and other | 1,001 | 845 |
Earn-out adjustments | 1,872 | (1,195) |
Identifiable assets | 32,469 | 40,146 |
Depreciation and amortization | 130 | 165 |
Capital expenditures | 0 | 1,121 |
Metals Segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 267,238 | 204,459 |
Metals Segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | 33,561 | (24,599) |
Identifiable assets | 160,625 | 141,799 |
Depreciation and amortization | 8,206 | 8,883 |
Capital expenditures | 1,011 | 1,761 |
Specialty Chemicals Segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 67,477 | 51,541 |
Specialty Chemicals Segment | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | 3,656 | 4,033 |
Identifiable assets | 72,908 | 25,039 |
Depreciation and amortization | 2,005 | 1,552 |
Capital expenditures | $ 486 | $ 866 |
Benefit Plans and Collective _2
Benefit Plans and Collective Bargaining Agreements - Non-Union Employees Narrative (Details) - 401(k) Employee Stock Ownership Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employee maximum contribution percentage | 100.00% | |
Employee maximum contribution amount | $ 19,500 | |
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | |
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,500 | |
Employee maximum contribution eligible under economic growth and tax relief reconciliation act | $ 26,000 | |
Employer maximum contribution percentage match | 100.00% | |
Matching percentage by employer of employees' gross pay | 4.00% | 4.00% |
Matching contributions made by employer | $ 700,000 | $ 400,000 |
Employer discretionary contribution | $ 0 | $ 0 |
Benefit Plans and Collective _3
Benefit Plans and Collective Bargaining Agreements - United Steelworkers Narrative (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Total employer contributions to plans under collective-bargaining arrangements | $ 37,208 | $ 29,851 | ||
401(k) and Profit Sharing Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employee maximum contribution percentage | 60.00% | |||
Employee maximum contribution amount | $ 19,500 | |||
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | |||
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,500 | |||
Employee maximum contribution eligible under economic growth and tax relief reconciliation act | $ 26,000 | |||
Employer contribution as a percentage of participant's eligible compensation | 4.00% | |||
Matching percentage by employer of employees' gross pay | 4.00% | 3.00% | ||
Employer contributions to defined benefit plans | $ 300,000 | 200,000 | ||
Employer discretionary contribution | 0 | 0 | ||
Maximum | Other Pension, Postretirement and Supplemental Plans | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer contributions to defined benefit plans | $ 200,000 | $ 200,000 | ||
Funding percentage under defined benefit plans | 87.00% | 87.00% | ||
Employer contribution percentage of each participant's eligible compensation | 4.25% |
Benefit Plans and Collective _4
Benefit Plans and Collective Bargaining Agreements - DanChem Facility Narrative (Details) - DanChem Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employee maximum contribution amount | $ 19,500 | |
Minimum age to qualify under Economic Growth and Tax Relief Reconciliation Act | 50 years | |
Employee additional contribution eligible under economic growth and tax relief reconciliation act | $ 6,500 | |
Employee maximum contribution eligible under economic growth and tax relief reconciliation act | 26,000 | |
Employer discretionary contribution | $ 400,000 | |
Defined Contribution Plan, Tranche One | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer maximum contribution percentage match | 100.00% | 100.00% |
Matching percentage by employer of employees' gross pay | 3.00% | 3.00% |
Defined Contribution Plan, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer maximum contribution percentage match | 50.00% | 50.00% |
Minimum | Defined Contribution Plan, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Matching percentage by employer of employees' gross pay | 3.00% | 3.00% |
Maximum | Defined Contribution Plan, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Matching percentage by employer of employees' gross pay | 6.00% | 6.00% |
Proxy Contest Costs and Recov_2
Proxy Contest Costs and Recoveries (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Proxy contest costs and recoveries | $ 168,000 | $ 3,105,000 |
Recovery of proxy contest costs | 500,000 | $ 0 |
Privet and UPG | ||
Related Party Transaction [Line Items] | ||
Proxy contest costs and recoveries | $ 600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Aug. 30, 2021USD ($) | Sep. 30, 2021USD ($) | May 31, 2021 | Sep. 30, 2021USD ($) | Jun. 30, 2020board_of_director | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||
Number of board of director nominees | board_of_director | 5 | ||||||
Number of board of directors elected | board_of_director | 3 | ||||||
Reimbursable travel expenses | $ 3,140 | ||||||
Proceeds from disposal of property, plant and equipment | 1,400,000 | $ 312,000 | |||||
Gain (loss) on disposition of property plant equipment | 848,000 | (237,000) | |||||
Lessee, operating lease, term of contract | 38 months | ||||||
Right-of-use asset obtained in exchange for operating lease liability | 300,000 | ||||||
Operating lease cost | 4,099,000 | $ 4,124,000 | |||||
Office Space With Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Lessee, operating lease, term of contract | 38 months | ||||||
Lessee, operating lease, monthly base rent | $ 5,364 | ||||||
Lessee, operating lease, annual percentage increase in monthly payment | 2.50% | ||||||
Right-of-use asset obtained in exchange for operating lease liability | 200,000 | ||||||
Shared Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amount of transaction | 2,320 | ||||||
Shared services agreement, termination, prior written notice period | 30 days | ||||||
Shared service agreement, hourly rate | $ 145 | ||||||
Privet and UPG | |||||||
Related Party Transaction [Line Items] | |||||||
Reimburse percentage | 90.00% | ||||||
Due to other related parties | 0 | ||||||
Privet and UPG | Reimbursement Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, amount of transaction | $ 600,000 | ||||||
Other Related Parties | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from related parties | 31,073 | ||||||
Proceeds from disposal of property, plant and equipment | 40,000 | ||||||
Gain (loss) on disposition of property plant equipment | 13,000 | ||||||
Operating lease cost | $ 23,220 | ||||||
Privet and UPG | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 25.00% | ||||||
UPG | Shared Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 8.00% |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - $ / shares | Mar. 18, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
2015 Stock Awards Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Market price (in dollars per share) | $ 18.89 | ||
Restricted Stock Units (RSUs) | 2015 Stock Awards Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 50,000 | ||
Vesting period | 2 years | ||
Performance Shares | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 90,000 | 36,647 | |
Vesting period | 3 years | ||
Performance Shares | 2015 Stock Awards Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Granted (in shares) | 150,000 | ||
Vesting period | 30 days | ||
Expiration period for awards | 3 years | ||
Performance Shares | Share-based Payment Arrangement, Tranche One | 2015 Stock Awards Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 33.30% | ||
Granted (in dollars per share) | $ 25 | ||
Performance Shares | Share-based Payment Arrangement, Tranche Two | 2015 Stock Awards Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 26.70% | ||
Granted (in dollars per share) | $ 27.50 | ||
Performance Shares | Share-based Payment Arrangement, Tranche Three | 2015 Stock Awards Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 20.00% | ||
Granted (in dollars per share) | $ 30 | ||
Performance Shares | Share Based Compensation Award Tranche Four | 2015 Stock Awards Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Award vesting rights, percentage | 20.00% | ||
Granted (in dollars per share) | $ 35 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for credit losses | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 496 | $ 70 |
Charged to (Reduction of) Cost and Expenses | (68) | 440 |
Other | 118 | 450 |
Deductions | (330) | (464) |
Balance at End of Period | 216 | 496 |
Inventory reserves | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 718 | 747 |
Charged to (Reduction of) Cost and Expenses | 1,649 | 271 |
Other | 216 | 0 |
Deductions | (1,311) | (300) |
Balance at End of Period | $ 1,272 | $ 718 |
Uncategorized Items - synl-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |