x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 |
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated Filer
¨
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
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Page #
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Report of Independent Registered Public Accounting Firm
- Consolidated Financial Statements - KPMG LLP
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Report of Independent Registered Public Accounting Firm - Internal Control - KPMG LLP
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Report of Independent Registered Public Accounting Firm
- Consolidated Financial Statements - Dixon Hughes Goodman LLP
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•
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the generation, use, storage, treatment, transportation, disposal and management of hazardous substances and wastes;
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•
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emissions or discharges of pollutants or other substances into the environment;
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•
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investigation and remediation of, and damages resulting from, releases of hazardous substances; and
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•
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the health and safety of our employees.
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Location
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Principal Operations
|
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Building Square Feet
|
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Land Acres
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Bristol, TN
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Manufacturing stainless steel pipe
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275,000
|
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73.1
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Cleveland, TN
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Chemical manufacturing and warehousing facilities
|
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143,000
|
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18.8
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Fountain Inn, SC
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Chemical manufacturing and warehousing facilities
|
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136,834
|
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16.9
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Andrews, TX
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Manufacturing liquid storage solutions and separation equipment
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122,662
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19.6
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Dalton, GA
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Warehouse facilities
(1)
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32,000
|
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2.0
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Houston, TX
|
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Cutting facility and storage yard for heavy walled pipe
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29,821
|
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10.0
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Mineral Ridge, OH
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Cutting facility and storage yard for heavy walled pipe
|
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12,000
|
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12.0
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Mineral Ridge, OH
|
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Storage yard for heavy walled pipe
(1)
|
|
—
|
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4.6
|
Richmond, VA
|
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Corporate headquarters
(1)
|
|
4,000
|
|
—
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Spartanburg, SC
|
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Office space for corporate employees and shared service center
(1)
|
|
6,840
|
|
—
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Augusta, GA
|
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Chemical manufacturing
(2)
|
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—
|
|
46.0
|
(1)
|
Leased facility / land.
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(2)
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Plant was closed in 2001 and all structures and manufacturing equipment have been removed.
|
|
|
2015
|
|
2014
|
||||||||||||
Quarter
|
|
High
|
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Low
|
|
High
|
|
Low
|
||||||||
1st
|
|
$
|
18.49
|
|
|
$
|
14.25
|
|
|
$
|
15.75
|
|
|
$
|
13.14
|
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2nd
|
|
15.00
|
|
|
13.25
|
|
|
16.99
|
|
|
13.82
|
|
||||
3rd
|
|
13.79
|
|
|
7.92
|
|
|
18.78
|
|
|
15.89
|
|
||||
4th
|
|
10.55
|
|
|
6.20
|
|
|
18.84
|
|
|
14.67
|
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*$100 invested on 12/31/10 in stock or index, including reinvestment of dividends.
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Fiscal year ending December 31.
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Source: Russell Investment Group
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12/10
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12/11
|
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12/12
|
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12/13
|
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12/14
|
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12/15
|
||||||||||||
Synalloy Corporation
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$
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100.00
|
|
|
$
|
86.84
|
|
|
$
|
123.23
|
|
|
$
|
134.39
|
|
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$
|
156.97
|
|
|
$
|
63.76
|
|
Russell 2000
|
|
100.00
|
|
|
95.82
|
|
|
111.49
|
|
|
154.78
|
|
|
162.35
|
|
|
155.18
|
|
||||||
NASDAQ Non-Financial
|
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100.00
|
|
|
101.63
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119.56
|
|
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169.40
|
|
|
196.81
|
|
|
209.01
|
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Period
|
|
(a)
Total number of shares (or units) purchased
|
|
(b)
Average price paid per share (or unit)
|
|
(c)
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
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(d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
|||||
August 30, 2015 - October 3, 2015
|
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13,800
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|
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$
|
8.88
|
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13,800
|
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986,200
|
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October 4, 2015 - October 31, 2015
|
|
—
|
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$
|
—
|
|
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—
|
|
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986,200
|
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November 1, 2015 - November 28, 2015
|
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76,100
|
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$
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8.04
|
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76,100
|
|
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910,100
|
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November 29, 2015 - December 31, 2015
|
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10,500
|
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$
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8.20
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10,500
|
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899,600
|
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Total
|
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100,400
|
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100,400
|
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Selected Financial Data and Other Financial Information
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|||||||||||||||||||
(Dollar amounts in thousands except for per share data)
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|||||||||||||||||||
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2015
(c)
|
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2014
(a)
|
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2013
|
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2012
|
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2011
|
||||||||||
Operations
(b)
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||||||||||
Net sales
|
$
|
175,460
|
|
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$
|
199,505
|
|
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$
|
196,751
|
|
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$
|
166,162
|
|
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$
|
139,083
|
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Gross profit
|
25,319
|
|
|
32,929
|
|
|
19,798
|
|
|
19,733
|
|
|
14,306
|
|
|||||
Selling, general & administrative expense
|
22,059
|
|
|
16,589
|
|
|
16,034
|
|
|
12,409
|
|
|
10,581
|
|
|||||
Goodwill impairment
|
17,158
|
|
|
—
|
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—
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—
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—
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|||||
Operating (loss) income
|
(13,152
|
)
|
|
16,039
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|
3,500
|
|
|
7,324
|
|
|
3,725
|
|
|||||
Net (loss) income - continuing operations
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(10,269
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)
|
|
12,619
|
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|
2,898
|
|
|
3,983
|
|
|
2,488
|
|
|||||
Net (loss) income - discontinued operations
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(1,251
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)
|
|
(7,157
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)
|
|
(1,137
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)
|
|
252
|
|
|
3,310
|
|
|||||
Net (loss) income
|
(11,520
|
)
|
|
5,462
|
|
|
1,761
|
|
|
4,235
|
|
|
5,797
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total assets
|
149,021
|
|
|
187,849
|
|
|
163,260
|
|
|
148,507
|
|
|
98,916
|
|
|||||
Working capital
(d)
|
58,304
|
|
|
64,580
|
|
|
74,988
|
|
|
65,919
|
|
|
56,344
|
|
|||||
Long-term debt, less current portion
|
23,546
|
|
|
27,255
|
|
|
20,905
|
|
|
37,593
|
|
|
8,650
|
|
|||||
Shareholders' equity
|
95,154
|
|
|
109,454
|
|
|
106,098
|
|
|
71,774
|
|
|
68,619
|
|
|||||
Financial Ratios
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current ratio
|
3.2:1
|
|
|
2.6:1
|
|
|
4.0:1
|
|
|
3.6:1
|
|
|
4.1:1
|
|
|||||
Gross profit to net sales
(b)
|
14
|
%
|
|
17
|
%
|
|
10
|
%
|
|
12
|
%
|
|
10
|
%
|
|||||
Long-term debt to capital
|
20
|
%
|
|
20
|
%
|
|
16
|
%
|
|
34
|
%
|
|
11
|
%
|
|||||
Return on average assets
(b)
|
(6
|
)%
|
|
7
|
%
|
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
|||||
Return on average equity
(b)
|
(10
|
)%
|
|
12
|
%
|
|
3
|
%
|
|
6
|
%
|
|
4
|
%
|
|||||
Per Share Data (Income/(Loss) – Diluted)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income - continuing operations
(b)
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
$
|
0.42
|
|
|
$
|
0.62
|
|
|
$
|
0.39
|
|
Net (loss) income - discontinued operations
|
(0.14
|
)
|
|
(0.82
|
)
|
|
(0.16
|
)
|
|
0.04
|
|
|
0.52
|
|
|||||
Net (loss) income
|
(1.32
|
)
|
|
0.63
|
|
|
0.25
|
|
|
0.66
|
|
|
0.91
|
|
|||||
Dividends declared and paid
|
0.30
|
|
|
0.30
|
|
|
0.26
|
|
|
0.25
|
|
|
0.25
|
|
|||||
Book value
|
11.02
|
|
|
12.57
|
|
|
12.21
|
|
|
11.29
|
|
|
10.85
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
(b)
|
$
|
6,755
|
|
|
$
|
5,191
|
|
|
$
|
4,672
|
|
|
$
|
2,962
|
|
|
$
|
2,225
|
|
Capital expenditures
(b)
|
10,905
|
|
|
8,066
|
|
|
5,648
|
|
|
4,542
|
|
|
3,162
|
|
|||||
Employees at year end
|
411
|
|
|
464
|
|
|
670
|
|
|
597
|
|
|
441
|
|
|||||
Shareholders of record at year end
|
540
|
|
|
575
|
|
|
619
|
|
|
669
|
|
|
687
|
|
|||||
Average shares outstanding - diluted
|
8,710
|
|
|
8,715
|
|
|
6,947
|
|
|
6,394
|
|
|
6,362
|
|
|||||
Stock Price
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price range of common stock
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
18.49
|
|
|
$
|
18.84
|
|
|
$
|
17.38
|
|
|
$
|
14.97
|
|
|
$
|
15.50
|
|
Low
|
6.20
|
|
|
13.14
|
|
|
12.53
|
|
|
10.21
|
|
|
9.15
|
|
|||||
Close
|
6.88
|
|
|
17.67
|
|
|
15.53
|
|
|
13.49
|
|
|
10.27
|
|
•
|
Estimated obsolete or unmarketable inventory. As of
December 31, 2015
, 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 that are not currently being marketed and unable to be sold, a reserve was established for 100% of the inventory cost. At the end of the prior year, various discount factors were applied to the various levels of aged inventory to determine the obsolete inventory reserve. It is management's opinion that the new methodology provides improved visibility to identify and ultimately dispose of obsolete inventory. The Company reserved
$658,000
and
$681,000
at
December 31, 2015
and
January 3, 2015
, respectively.
|
•
|
Estimated quantity losses. The Company performs an annual physical inventory during the fourth quarter each year. For those facilities that complete their physical inventory before the end of December, a reserve is established for the potential quantity losses that could occur subsequent to their physical. This reserve is based upon the most recent physical inventory results. At
December 31, 2015
and
January 3, 2015
, the Company had
$24,000
and
$44,000
, respectively, reserved for physical inventory quantity losses.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
114,908
|
|
|
100.0
|
%
|
|
$
|
134,304
|
|
|
100.0
|
%
|
|
$
|
140,233
|
|
|
100.0
|
%
|
Cost of goods sold
|
100,077
|
|
|
87.1
|
%
|
|
112,486
|
|
|
83.8
|
%
|
|
130,166
|
|
|
92.8
|
%
|
|||
Gross profit
|
14,831
|
|
|
12.9
|
%
|
|
21,818
|
|
|
16.2
|
%
|
|
10,067
|
|
|
7.2
|
%
|
|||
Selling, general and administrative expense
|
12,009
|
|
|
10.5
|
%
|
|
8,307
|
|
|
6.2
|
%
|
|
8,804
|
|
|
6.3
|
%
|
|||
Goodwill impairment
|
17,158
|
|
|
14.9
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Business interruption proceeds
|
(1,246
|
)
|
|
(1.1
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Operating (loss) income
|
$
|
(13,090
|
)
|
|
(11.4
|
)%
|
|
$
|
13,511
|
|
|
10.1
|
%
|
|
$
|
1,263
|
|
|
0.9
|
%
|
Year-end backlog - Storage tanks
|
$
|
9,964
|
|
|
|
|
$
|
12,229
|
|
|
|
|
|
$
|
11,477
|
|
|
|
|
a)
|
The inclusion of the operating results of Specialty for the full year of 2015 compared to one month in 2014. Excluding the goodwill impairment charge which is described below, Specialty had an operating income of $1,611,000 and an operating loss of $90,000 for the full-year and fourth quarter 2015, respectively, compared to $505,000 of operating income for both the full-year and fourth quarter 2014;
|
b)
|
Continued low oil and gas prices had an unfavorable effect on sales and profits for our storage tank and carbon pipe distribution facilities, as well as our stainless steel welded pipe markets;
|
c)
|
The dumping of welded stainless pressure pipe from India resulted in lower sales, as well as margin compression during 2015; and
|
d)
|
As a result of a continued drop in nickel prices during 2015, the Company experienced inventory losses of approximately $8,079,000 and $2,363,000 for the full-year and fourth quarter 2015, respectively. This compares to inventory losses of approximately $107,000 and $228,000, respectively, for the same periods of 2014.
|
a)
|
The Company-wide cost cutting initiatives implemented in January 2014 had a favorable effect on profitability for 2014 with the average cost per pound produced decreasing seven percent.
|
b)
|
Six weeks of Specialty's operating income was included in the fourth quarter of 2014.
|
c)
|
As mentioned earlier, the severe winter weather in West Texas resulted in several lost shipping days, especially at year-end. The weather also slowed drill site development, causing several customers to delay their shipments.
|
d)
|
As mentioned above, BRISMET's product mix changed significantly in 2014. New sales pricing tools have allowed the sales department to focus on profitable sales quotes while decreasing emphasis on the lower margin business.
|
e)
|
Sales and operating income for 2013 were significantly affected by the low margin Bechtel nuclear project, which was completed in 2013. The facility successfully converted that effort to higher margin products in 2014.
|
f)
|
As a result of fluctuations in nickel prices, the Company experienced inventory losses of approximately $118,000 and $228,000 for the year and fourth quarter of 2014, respectively, compared to inventory losses of approximately $3,350,000 and $719,000, respectively, for the same periods of 2013.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(Amounts in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
60,552
|
|
|
100.0
|
%
|
|
$
|
65,201
|
|
|
100.0
|
%
|
|
$
|
56,518
|
|
|
100.0
|
%
|
Cost of goods sold
|
50,064
|
|
|
82.7
|
%
|
|
54,089
|
|
|
83.0
|
%
|
|
46,786
|
|
|
82.8
|
%
|
|||
Gross profit
|
10,488
|
|
|
17.3
|
%
|
|
11,112
|
|
|
17.0
|
%
|
|
9,732
|
|
|
17.2
|
%
|
|||
Selling, general and administrative expense
|
4,823
|
|
|
8.0
|
%
|
|
4,982
|
|
|
7.6
|
%
|
|
3,989
|
|
|
7.1
|
%
|
|||
Operating income
|
$
|
5,665
|
|
|
9.4
|
%
|
|
$
|
6,130
|
|
|
9.4
|
%
|
|
$
|
5,743
|
|
|
10.1
|
%
|
•
|
Professional fees increased $1,302,000 from the prior year resulting from the change in the Company's Independent Registered Public Accounting Firm in addition to additional services obtained surrounding income tax provision review, Sarbanes-Oxley compliance, registration statement filing and SEC comment letter response;
|
•
|
Personnel costs were $515,000 higher than the prior year as additional personnel were added to strengthen the Company's corporate staff combined with normal annual rate increases;
|
•
|
Performance based bonuses decreased $427,000 from the prior year due to lower current year profitability;
|
•
|
Travel expenses were $192,000 higher than the prior year in order to provide the necessary oversight to our various facilities; and
|
•
|
Directors' fees increased $125,000 as an additional director was added during 2015 along with increases to the annual retainer during 2015.
|
(Amounts in thousands)
|
|
|
Payment Obligations for the Year Ended
|
||||||||||||||||||||||||
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving credit facility
|
$
|
1,876
|
|
|
$
|
—
|
|
|
$
|
1,876
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
|
26,204
|
|
|
4,534
|
|
|
4,534
|
|
|
4,497
|
|
|
4,258
|
|
|
2,424
|
|
|
5,957
|
|
|||||||
Interest on bank debt
|
3,187
|
|
|
870
|
|
|
705
|
|
|
545
|
|
|
407
|
|
|
293
|
|
|
367
|
|
|||||||
Capital lease
|
100
|
|
|
23
|
|
|
23
|
|
|
23
|
|
|
23
|
|
|
8
|
|
|
—
|
|
|||||||
Operating leases
|
963
|
|
|
156
|
|
|
118
|
|
|
147
|
|
|
137
|
|
|
139
|
|
|
266
|
|
|||||||
Deferred compensation
(1)
|
257
|
|
|
36
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
137
|
|
|||||||
Total
|
$
|
32,587
|
|
|
$
|
5,619
|
|
|
$
|
7,277
|
|
|
$
|
5,233
|
|
|
$
|
4,846
|
|
|
$
|
2,885
|
|
|
$
|
6,727
|
|
(1)
|
For a description of the deferred compensation obligation, see Note 6 to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
|
•
|
$1,876,000 under a $40,000,000 revolving line of credit expiring on November 21, 2017 with a variable interest rate of 2.00 percent.
|
•
|
$15,000,000 under a term loan expiring August 21, 2022 with a variable interest rate of 2.65 percent.
|
•
|
An interest rate swap contract with a notional amount of $15,000,000 which fixes the term loan interest rate at 3.74 percent. The fair value of the interest rate swap contract was a liability to the Company of $40,000.
|
•
|
$3,371,000 under a term loan expiring August 19, 2023 with a variable interest rate of 2.40 percent.
|
•
|
An interest rate swap contract with a notional amount of $3,371,000 which fixes the term loan interest rate at 4.83 percent. The fair value of this interest rate swap contract was a liability to the Company of $206,000.
|
•
|
$7,833,000 under a term loan expiring November 21, 2019 with a variable interest rate of 2.30 percent.
|
•
|
$885,000 under a $40,000,000 revolving line of credit expiring on November 21, 2017 with a variable interest rate of 1.77 percent.
|
•
|
$17,250,000 under a term loan expiring August 21, 2022 with a variable interest rate of 2.42 percent.
|
•
|
An interest rate swap contract with a notional amount of $17,250,000 which fixes the term loan interest rate at 3.74 percent. The fair value of the interest rate swap contract was an asset to the Company of $11,000.
|
•
|
$3,654,000 under a term loan expiring August 19, 2023 with a variable interest rate of 2.16 percent.
|
•
|
An interest rate swap contract with a notional amount of $3,654,000 which fixes the term loan interest rate at 4.83 percent. The fair value of this interest rate swap contract was a liability to the Company of $215,000.
|
•
|
$10,000,000 under a term loan expiring November 21, 2019 with a variable interest rate of 2.07 percent.
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
391,424
|
|
|
$
|
26,623
|
|
Accounts receivable, less allowance for doubtful accounts of $247,000 and $1,114,814, respectively
|
17,788,131
|
|
|
29,229,927
|
|
||
Inventories, net
|
|
|
|
||||
Raw materials
|
34,821,694
|
|
|
38,405,587
|
|
||
Work-in-process
|
5,096,515
|
|
|
7,128,602
|
|
||
Finished goods
|
23,897,426
|
|
|
22,140,481
|
|
||
Total inventories
|
63,815,635
|
|
|
67,674,670
|
|
||
Deferred income taxes
|
—
|
|
|
2,921,654
|
|
||
Prepaid expenses and other current assets
|
2,943,236
|
|
|
5,460,344
|
|
||
Total current assets
|
84,938,426
|
|
|
105,313,218
|
|
||
|
|
|
|
||||
Cash value of life insurance
|
1,500,781
|
|
|
2,046,512
|
|
||
Property, plant and equipment, net
|
46,294,271
|
|
|
39,937,466
|
|
||
Goodwill
|
1,354,730
|
|
|
23,250,201
|
|
||
Intangible assets, net
|
14,745,825
|
|
|
17,001,525
|
|
||
Deferred charges, net and other non-current assets
|
187,384
|
|
|
300,308
|
|
||
|
|
|
|
||||
Total assets
|
$
|
149,021,417
|
|
|
$
|
187,849,230
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
12,265,930
|
|
|
$
|
21,388,298
|
|
Accrued expenses
|
9,733,880
|
|
|
14,684,686
|
|
||
Current portion of long-term debt
|
4,533,908
|
|
|
4,533,908
|
|
||
Current portion of environmental reserves
|
101,000
|
|
|
126,000
|
|
||
Total current liabilities
|
26,634,718
|
|
|
40,732,892
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
23,545,801
|
|
|
27,255,442
|
|
||
Long-term environmental reserves
|
450,000
|
|
|
450,000
|
|
||
Long-term deferred compensation
|
146,257
|
|
|
209,500
|
|
||
Long-term earn-out liability
|
—
|
|
|
2,596,516
|
|
||
Deferred income taxes
|
3,016,954
|
|
|
6,438,146
|
|
||
Other long-term liabilities
|
73,393
|
|
|
713,181
|
|
||
|
|
|
|
||||
Shareholders' equity
|
|
|
|
||||
Common stock, par value $1 per share - authorized 24,000,000 and 12,000,000 shares, respectively; issued 10,300,000 shares
|
10,300,000
|
|
|
10,300,000
|
|
||
Capital in excess of par value
|
34,476,240
|
|
|
34,054,374
|
|
||
Retained earnings
|
65,029,474
|
|
|
79,167,323
|
|
||
|
109,805,714
|
|
|
123,521,697
|
|
||
Less cost of common stock in treasury: 1,663,314 and 1,589,698 shares, respectively
|
14,651,420
|
|
|
14,068,144
|
|
||
Total shareholders' equity
|
95,154,294
|
|
|
109,453,553
|
|
||
Commitments and contingencies – see Note 13
|
|
|
|
||||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
149,021,417
|
|
|
$
|
187,849,230
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
175,460,438
|
|
|
$
|
199,504,628
|
|
|
$
|
196,751,175
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
150,141,663
|
|
|
166,575,146
|
|
|
176,953,036
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
25,318,775
|
|
|
32,929,482
|
|
|
19,798,139
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expense
|
22,058,509
|
|
|
16,588,684
|
|
|
16,034,428
|
|
|||
Acquisition related costs
|
499,761
|
|
|
301,715
|
|
|
264,186
|
|
|||
Business interruption proceeds
|
(1,246,024
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
17,158,249
|
|
|
—
|
|
|
—
|
|
|||
Operating (loss) income
|
(13,151,720
|
)
|
|
16,039,083
|
|
|
3,499,525
|
|
|||
Other (income) and expense
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
1,232,285
|
|
|
1,091,694
|
|
|
1,357,328
|
|
|||
Change in fair value of interest rate swap
|
41,580
|
|
|
425,543
|
|
|
(740,832
|
)
|
|||
Specialty and Palmer earn-out adjustments
|
(4,897,448
|
)
|
|
(3,476,197
|
)
|
|
—
|
|
|||
Gain on bargain purchase, net of taxes
|
—
|
|
|
—
|
|
|
(1,077,332
|
)
|
|||
Casualty insurance gain
|
(923,470
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(134,389
|
)
|
|
(6,744
|
)
|
|
(147,687
|
)
|
|||
(Loss) income before income taxes
|
(8,470,278
|
)
|
|
18,004,787
|
|
|
4,108,048
|
|
|||
Provision for income taxes
|
1,799,000
|
|
|
5,386,000
|
|
|
1,210,000
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income from continuing operations
|
(10,269,278
|
)
|
|
12,618,787
|
|
|
2,898,048
|
|
|||
|
|
|
|
|
|
||||||
Net loss from discontinued operations, net of tax
|
(1,251,058
|
)
|
|
(7,156,524
|
)
|
|
(1,137,484
|
)
|
|||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(11,520,336
|
)
|
|
$
|
5,462,263
|
|
|
$
|
1,760,564
|
|
|
|
|
|
|
|
||||||
Net (loss) income per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
$
|
0.42
|
|
Diluted
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Net loss per diluted common share from discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.16
|
)
|
|
Common Stock
|
|
Capital in Excess of
Par Value
|
|
Retained Earnings
|
|
Cost of Common Stock in Treasury
|
|
Total
|
||||||||||
Balance at December 29, 2012
|
$
|
8,000,000
|
|
|
$
|
1,398,612
|
|
|
$
|
76,836,761
|
|
|
$
|
(14,461,305
|
)
|
|
$
|
71,774,068
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
1,760,564
|
|
|
—
|
|
|
1,760,564
|
|
|||||
Payment of dividends, $0.26 per share
|
—
|
|
|
—
|
|
|
(2,259,728
|
)
|
|
—
|
|
|
(2,259,728
|
)
|
|||||
Issuance of 17,572 shares of common stock from the treasury
|
—
|
|
|
(33,545
|
)
|
|
—
|
|
|
154,741
|
|
|
121,196
|
|
|||||
Stock options exercised for 13,495 shares, net
|
—
|
|
|
28,660
|
|
|
—
|
|
|
109,366
|
|
|
138,026
|
|
|||||
Employee stock option and grant compensation
|
—
|
|
|
331,362
|
|
|
—
|
|
|
—
|
|
|
331,362
|
|
|||||
Issuance of 2,300,000 shares of common stock
|
2,300,000
|
|
|
31,932,625
|
|
|
—
|
|
|
—
|
|
|
34,232,625
|
|
|||||
Balance at December 28, 2013
|
10,300,000
|
|
|
33,657,714
|
|
|
76,337,597
|
|
|
(14,197,198
|
)
|
|
106,098,113
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
5,462,263
|
|
|
—
|
|
|
5,462,263
|
|
|||||
Payment of dividends, $0.30 per share
|
—
|
|
|
—
|
|
|
(2,632,537
|
)
|
|
—
|
|
|
(2,632,537
|
)
|
|||||
Issuance of 14,522 shares of common stock from the treasury
|
—
|
|
|
(8,341
|
)
|
|
—
|
|
|
127,881
|
|
|
119,540
|
|
|||||
Stock options exercised for 7,980 shares, net
|
—
|
|
|
40,844
|
|
|
—
|
|
|
1,173
|
|
|
42,017
|
|
|||||
Employee stock option and grant compensation
|
—
|
|
|
364,157
|
|
|
—
|
|
|
—
|
|
|
364,157
|
|
|||||
Balance at January 3, 2015
|
10,300,000
|
|
|
34,054,374
|
|
|
79,167,323
|
|
|
(14,068,144
|
)
|
|
109,453,553
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(11,520,336
|
)
|
|
—
|
|
|
(11,520,336
|
)
|
|||||
Payment of dividends, $0.30 per share
|
—
|
|
|
—
|
|
|
(2,617,513
|
)
|
|
—
|
|
|
(2,617,513
|
)
|
|||||
Issuance of 26,118 shares of common stock from the treasury
|
—
|
|
|
(102,237
|
)
|
|
—
|
|
|
231,290
|
|
|
129,053
|
|
|||||
Stock options exercised for 666 shares, net
|
—
|
|
|
2,408
|
|
|
—
|
|
|
5,894
|
|
|
8,302
|
|
|||||
Employee stock option and grant compensation
|
—
|
|
|
521,695
|
|
|
—
|
|
|
—
|
|
|
521,695
|
|
|||||
Purchase of 100,400 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(820,460
|
)
|
|
(820,460
|
)
|
|||||
Balance at December 31, 2015
|
$
|
10,300,000
|
|
|
$
|
34,476,240
|
|
|
$
|
65,029,474
|
|
|
$
|
(14,651,420
|
)
|
|
$
|
95,154,294
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(11,520,336
|
)
|
|
$
|
5,462,263
|
|
|
$
|
1,760,564
|
|
Income from discontinued operations, net of tax
|
1,251,058
|
|
|
7,156,524
|
|
|
1,137,484
|
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation expense
|
4,356,911
|
|
|
3,724,757
|
|
|
3,074,369
|
|
|||
Amortization expense
|
2,398,001
|
|
|
1,466,395
|
|
|
1,597,578
|
|
|||
Goodwill impairment charge
|
17,158,249
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
150,462
|
|
|
796,916
|
|
|
(1,325,781
|
)
|
|||
Bargain gain on acquisition of CRI, net of taxes
|
—
|
|
|
—
|
|
|
(1,077,332
|
)
|
|||
Earn-out adjustments
|
(4,897,448
|
)
|
|
(3,476,197
|
)
|
|
—
|
|
|||
Provision for (reduction of) losses on accounts receivable
|
60,855
|
|
|
72,100
|
|
|
(229,230
|
)
|
|||
Provision for losses on inventories
|
2,003,885
|
|
|
2,548,196
|
|
|
169,810
|
|
|||
(Gain) loss on sale of property, plant and equipment
|
(18,277
|
)
|
|
26,800
|
|
|
8,044
|
|
|||
Casualty insurance gain
|
(923,470
|
)
|
|
—
|
|
|
—
|
|
|||
Cash value of life insurance
|
(82,504
|
)
|
|
(39,093
|
)
|
|
(161,530
|
)
|
|||
Change in fair value of interest rate swap
|
41,581
|
|
|
425,543
|
|
|
(740,832
|
)
|
|||
Environmental reserves
|
(25,000
|
)
|
|
(50,000
|
)
|
|
(14,000
|
)
|
|||
Issuance of treasury stock for director fees
|
118,762
|
|
|
110,501
|
|
|
127,989
|
|
|||
Employee stock option and grant compensation
|
521,695
|
|
|
364,157
|
|
|
331,362
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
11,380,941
|
|
|
3,448,709
|
|
|
642,125
|
|
|||
Inventories
|
4,173,337
|
|
|
(3,298,982
|
)
|
|
(2,659,949
|
)
|
|||
Other assets and liabilities, net
|
(718,787
|
)
|
|
(1,164,297
|
)
|
|
(303,959
|
)
|
|||
Accounts payable
|
(9,122,368
|
)
|
|
7,820,957
|
|
|
879,632
|
|
|||
Accrued expenses
|
(2,034,303
|
)
|
|
3,995,534
|
|
|
(2,316,263
|
)
|
|||
Accrued income taxes
|
3,038,362
|
|
|
(1,287,007
|
)
|
|
(863,495
|
)
|
|||
Net cash provided by continuing operating activities
|
17,311,606
|
|
|
28,103,776
|
|
|
36,586
|
|
|||
Net cash (used in) provided by discontinued operating activities
|
(849,974
|
)
|
|
785,249
|
|
|
(5,578,384
|
)
|
|||
Net cash provided by (used in) operating activities
|
16,461,632
|
|
|
28,889,025
|
|
|
(5,541,798
|
)
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
(10,905,230
|
)
|
|
(8,065,992
|
)
|
|
(5,648,290
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
21,500
|
|
|
8,000
|
|
|
136,297
|
|
|||
Acquisition of CRI
|
—
|
|
|
—
|
|
|
(4,527,762
|
)
|
|||
Acquisition of Specialty
|
—
|
|
|
(31,490,433
|
)
|
|
—
|
|
|||
Cash received from Specialty acquisition
|
—
|
|
|
12,960
|
|
|
—
|
|
|||
Proceeds from casualty insurance
|
1,219,048
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from life insurance settlement
|
720,518
|
|
|
—
|
|
|
703,331
|
|
|||
Net cash used in continuing investing activities
|
(8,944,164
|
)
|
|
(39,535,465
|
)
|
|
(9,336,424
|
)
|
|||
Net cash provided by (used in) discontinued investing activities
|
—
|
|
|
3,139,106
|
|
|
(115,472
|
)
|
|||
Net cash used in investing activities
|
(8,944,164
|
)
|
|
(36,396,359
|
)
|
|
(9,451,896
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Net borrowings from (payments on) line of credit
|
990,929
|
|
|
884,637
|
|
|
(18,060,894
|
)
|
|||
Borrowings from long-term debt
|
—
|
|
|
10,000,000
|
|
|
4,033,250
|
|
|||
Payments on long-term debt
|
(4,700,570
|
)
|
|
(2,533,903
|
)
|
|
(2,401,103
|
)
|
|||
Payments on capital lease obligation
|
(13,355
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common stock
|
—
|
|
|
—
|
|
|
34,232,625
|
|
|||
Proceeds from exercised stock options
|
8,302
|
|
|
42,017
|
|
|
138,026
|
|
|||
Dividends paid
|
(2,617,513
|
)
|
|
(2,632,537
|
)
|
|
(2,259,728
|
)
|
|||
Purchase of common stock
|
(820,460
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(7,152,667
|
)
|
|
5,760,214
|
|
|
15,682,176
|
|
|||
Increase (decrease) in cash and cash equivalents
|
364,801
|
|
|
(1,747,120
|
)
|
|
688,482
|
|
|||
Cash and cash equivalents at beginning of year
|
26,623
|
|
|
1,773,743
|
|
|
1,085,261
|
|
|||
Cash and cash equivalents at end of year
|
$
|
391,424
|
|
|
$
|
26,623
|
|
|
$
|
1,773,743
|
|
•
|
Estimated obsolete or unmarketable inventory. As of
December 31, 2015
, 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 that are not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost. At the end of the prior year, various discount factors were applied to the various levels of aged inventory to determine the obsolete inventory reserve. The Company reserved
$658,000
and
$681,000
at
December 31, 2015
and
January 3, 2015
, 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. At
December 31, 2015
and
January 3, 2015
, the Company had
$24,000
and
$44,000
, respectively, reserved for physical inventory quantity losses.
|
|
|
Level 3 Inputs
|
||
Balance at December 28, 2013
|
|
$
|
5,862,031
|
|
Present value of the earn-out liability associated with the Specialty acquisition
|
|
4,773,620
|
|
|
Interest expense charged during the year
|
|
96,933
|
|
|
Change in fair value of the earn-out liability associated with the Palmer acquisition
|
|
(3,476,197
|
)
|
|
Balance at January 3, 2015
|
|
7,256,387
|
|
|
Interest expense charged during the year
|
|
60,096
|
|
|
Reduction due to the finalization of Specialty's beginning balance sheet
|
|
(2,419,035
|
)
|
|
Change in the fair value of Specialty's earn-out liability
|
|
(2,414,115
|
)
|
|
Change in the fair value of Palmer's earn-out liability
|
|
(2,483,333
|
)
|
|
Balance at December 31, 2015
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||
Land
|
$
|
1,819,736
|
|
|
$
|
1,742,213
|
|
Land improvements
|
852,976
|
|
|
714,398
|
|
||
Buildings
|
24,631,349
|
|
|
21,371,594
|
|
||
Machinery, fixtures and equipment
|
61,928,770
|
|
|
56,651,197
|
|
||
Machinery and equipment under capital lease
|
107,287
|
|
|
—
|
|
||
Construction-in-progress
|
7,158,098
|
|
|
5,494,166
|
|
||
|
96,498,216
|
|
|
85,973,568
|
|
||
Less accumulated depreciation
|
50,203,945
|
|
|
46,036,102
|
|
||
Property, plant and equipment, net
|
$
|
46,294,271
|
|
|
$
|
39,937,466
|
|
|
Specialty Chemicals Segment
|
|
Metals Segment
|
|
Total
|
||||||
Balance at December 28, 2013
|
$
|
1,354,730
|
|
|
$
|
15,897,948
|
|
|
$
|
17,252,678
|
|
Acquisition of Specialty
|
—
|
|
|
5,997,523
|
|
|
5,997,523
|
|
|||
Balance at January 3, 2015
|
1,354,730
|
|
|
21,895,471
|
|
|
23,250,201
|
|
|||
Specialty inventory adjustment
|
—
|
|
|
(2,318,187
|
)
|
|
(2,318,187
|
)
|
|||
Reduction due to the finalization of Specialty's beginning balance sheet
|
—
|
|
|
(2,419,035
|
)
|
|
(2,419,035
|
)
|
|||
Impairment charge
|
—
|
|
|
(17,158,249
|
)
|
|
(17,158,249
|
)
|
|||
Balance at December 31, 2015
|
$
|
1,354,730
|
|
|
$
|
—
|
|
|
$
|
1,354,730
|
|
|
2015
|
|
2014
|
||||
$40,000,000 Revolving line of credit, due November 21, 2017
|
$
|
1,875,566
|
|
|
$
|
884,637
|
|
$10,000,000 Term loan, due November 21, 2019
|
7,833,333
|
|
|
10,000,000
|
|
||
$22,500,000 Term loan, due August 21, 2022
|
15,000,000
|
|
|
17,250,000
|
|
||
$4,033,250 Mortgage, due August 19, 2023
|
3,370,810
|
|
|
3,654,713
|
|
||
|
28,079,709
|
|
|
31,789,350
|
|
||
Less current portion
|
4,533,908
|
|
|
4,533,908
|
|
||
Long-term debt, less current portion
|
$
|
23,545,801
|
|
|
$
|
27,255,442
|
|
|
2015
|
|
2014
|
||||
Salaries, wages and commissions
|
1,941,547
|
|
|
2,814,279
|
|
||
Facility closing reserves
|
3,000,000
|
|
|
1,570,399
|
|
||
Taxes, other than income taxes
|
744,880
|
|
|
470,456
|
|
||
Current portion of pension liability from the closure of Bristol Fab
|
643,802
|
|
|
780,595
|
|
||
Advances from customers
|
637,597
|
|
|
1,027,123
|
|
||
Insurance
|
629,625
|
|
|
859,151
|
|
||
Professional fees
|
531,694
|
|
|
194,065
|
|
||
EPA liability
|
368,690
|
|
|
—
|
|
||
Warranty reserve
|
254,516
|
|
|
63,000
|
|
||
Interest rate swap liability
|
246,145
|
|
|
215,188
|
|
||
Benefit plans
|
181,694
|
|
|
212,352
|
|
||
Current portion of deferred compensation
|
36,000
|
|
|
51,000
|
|
||
Interest
|
27,977
|
|
|
56,922
|
|
||
Current portion of capital lease obligation
|
20,539
|
|
|
—
|
|
||
Current portion of earn-out liability
|
—
|
|
|
4,659,871
|
|
||
Uncertain tax positions
|
—
|
|
|
1,504,146
|
|
||
Other accrued items
|
469,174
|
|
|
206,139
|
|
||
Total accrued expenses
|
$
|
9,733,880
|
|
|
$
|
14,684,686
|
|
|
Weighted
Average
Exercise
Price
|
|
Options
Outstanding
|
|
Weighted
Average
Contractual
Term
(in years)
|
|
Intrinsic
Value of
Options
|
|
Options
Available
|
||||||
At December 29, 2012
|
$
|
11.82
|
|
|
220,740
|
|
|
8.4
|
|
$
|
367,937
|
|
|
138,260
|
|
Granted February 7, 2013
|
$
|
13.70
|
|
|
40,594
|
|
|
|
|
|
|
(40,594
|
)
|
||
Exercised
|
$
|
10.69
|
|
|
(15,247
|
)
|
|
|
|
$
|
64,263
|
|
|
|
|
Expired
|
$
|
12.70
|
|
|
(83,351
|
)
|
|
|
|
|
|
|
83,351
|
|
|
At December 28, 2013
|
$
|
11.95
|
|
|
162,736
|
|
|
7.5
|
|
$
|
582,894
|
|
|
181,017
|
|
Granted February 20, 2014
|
$
|
14.76
|
|
|
13,790
|
|
|
|
|
|
|
|
(13,790
|
)
|
|
Exercised
|
$
|
11.23
|
|
|
(17,074
|
)
|
|
|
|
$
|
91,772
|
|
|
|
|
Expired
|
$
|
13.70
|
|
|
(2,157
|
)
|
|
|
|
|
|
|
2,157
|
|
|
At January 3, 2015
|
$
|
12.25
|
|
|
157,295
|
|
|
6.9
|
|
$
|
852,810
|
|
|
169,384
|
|
Granted February 10, 2015
|
$
|
16.01
|
|
|
32,532
|
|
|
|
|
|
|
(32,532
|
)
|
||
Exercised
|
$
|
12.47
|
|
|
(666
|
)
|
|
|
|
$
|
1,511
|
|
|
|
|
Expired
|
$
|
14.08
|
|
|
(15,176
|
)
|
|
|
|
|
|
15,176
|
|
||
At December 31, 2015
|
$
|
12.79
|
|
|
173,985
|
|
|
6.4
|
|
$
|
—
|
|
|
152,028
|
|
Exercisable options
|
$
|
11.85
|
|
|
88,025
|
|
|
5.5
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Options expected to vest:
|
|
|
|
|
|
|
|
|
Grant Date Fair Value
|
|
|
|
|||
At December 28, 2013
|
$
|
12.18
|
|
|
122,145
|
|
|
7.8
|
|
$
|
7.19
|
|
|
|
|
Granted February 20, 2014
|
$
|
14.76
|
|
|
13,790
|
|
|
|
|
$
|
6.70
|
|
|
|
|
Vested
|
$
|
11.98
|
|
|
(33,702
|
)
|
|
|
|
$
|
7.03
|
|
|
|
|
Forfeited unvested options
|
$
|
13.70
|
|
|
(1,725
|
)
|
|
|
|
|
|
|
|||
At January 3, 2015
|
$
|
12.54
|
|
|
100,508
|
|
|
7.2
|
|
$
|
6.76
|
|
|
|
|
Granted February 10, 2015
|
$
|
16.01
|
|
|
32,532
|
|
|
|
|
$
|
6.39
|
|
|
|
|
Vested
|
$
|
12.16
|
|
|
(35,794
|
)
|
|
|
|
$
|
7.01
|
|
|
|
|
Forfeited unvested options
|
$
|
14.23
|
|
|
(11,286
|
)
|
|
|
|
|
|
|
|||
At December 31, 2015
|
$
|
8.26
|
|
|
85,960
|
|
|
7.3
|
|
$
|
6.57
|
|
|
|
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
|
|
|
||||||||||||
$
|
11.55
|
|
|
82,342
|
|
|
$
|
11.55
|
|
|
5.06
|
|
62,342
|
|
|
$
|
11.55
|
|
$
|
11.35
|
|
|
25,076
|
|
|
$
|
11.35
|
|
|
6.11
|
|
13,184
|
|
|
$
|
11.35
|
|
$
|
13.70
|
|
|
27,801
|
|
|
$
|
13.70
|
|
|
7.10
|
|
10,647
|
|
|
$
|
13.70
|
|
$
|
14.76
|
|
|
9,260
|
|
|
$
|
14.76
|
|
|
8.14
|
|
1,852
|
|
|
$
|
14.76
|
|
$
|
16.01
|
|
|
29,506
|
|
|
$
|
16.01
|
|
|
9.11
|
|
—
|
|
|
$
|
16.01
|
|
|
|
|
173,985
|
|
|
|
|
|
|
|
88,025
|
|
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
Outstanding at December 29, 2012
|
32,473
|
|
|
$
|
10.98
|
|
Vested
|
(8,161
|
)
|
|
$
|
11.06
|
|
Forfeited
|
(5,060
|
)
|
|
$
|
10.20
|
|
Outstanding at December 28, 2013
|
19,252
|
|
|
$
|
11.15
|
|
Granted October 16, 2014
|
31,080
|
|
|
$
|
15.69
|
|
Granted November 21, 2014
|
23,665
|
|
|
$
|
15.85
|
|
Vested
|
(7,434
|
)
|
|
$
|
10.60
|
|
Forfeited
|
(160
|
)
|
|
$
|
13.34
|
|
Outstanding at January 3, 2015
|
66,403
|
|
|
$
|
15.00
|
|
Granted January 5, 2015
|
3,000
|
|
|
$
|
17.95
|
|
Vested
|
(18,303
|
)
|
|
$
|
13.67
|
|
Forfeited
|
(60
|
)
|
|
$
|
13.34
|
|
Outstanding at December 31, 2015
|
51,040
|
|
|
$
|
15.65
|
|
(Amounts in thousands)
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Inventory valuation reserves
|
$
|
699
|
|
|
$
|
303
|
|
Allowance for doubtful accounts
|
61
|
|
|
85
|
|
||
Inventory capitalization
|
1,692
|
|
|
1,504
|
|
||
Environmental reserves
|
175
|
|
|
206
|
|
||
Interest rate swap
|
41
|
|
|
41
|
|
||
Warranty accrual
|
88
|
|
|
23
|
|
||
Deferred compensation
|
64
|
|
|
93
|
|
||
Accrued bonus
|
338
|
|
|
739
|
|
||
Accrued expenses
|
1,403
|
|
|
568
|
|
||
State net operating loss carryforwards
|
1,616
|
|
|
1,776
|
|
||
Other
|
423
|
|
|
371
|
|
||
Total deferred tax assets
|
6,600
|
|
|
5,709
|
|
||
Valuation allowance
|
(1,694
|
)
|
|
(1,570
|
)
|
||
Total net deferred tax assets
|
4,906
|
|
|
4,139
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Tax over book depreciation and amortization
|
7,609
|
|
|
6,804
|
|
||
Prepaid expenses
|
312
|
|
|
825
|
|
||
Other
|
2
|
|
|
26
|
|
||
Total deferred tax liabilities
|
7,923
|
|
|
7,655
|
|
||
Net deferred tax liabilities
|
$
|
(3,017
|
)
|
|
$
|
(3,516
|
)
|
(Amounts in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
1,414
|
|
|
$
|
3,933
|
|
|
$
|
2,192
|
|
State
|
235
|
|
|
656
|
|
|
344
|
|
|||
Total current
|
1,649
|
|
|
4,589
|
|
|
2,536
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(48
|
)
|
|
964
|
|
|
(1,113
|
)
|
|||
State
|
198
|
|
|
(167
|
)
|
|
(213
|
)
|
|||
Total deferred
|
150
|
|
|
797
|
|
|
(1,326
|
)
|
|||
Total
|
$
|
1,799
|
|
|
$
|
5,386
|
|
|
$
|
1,210
|
|
(Amounts in thousands)
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||
Tax at U.S. statutory rates
|
$
|
(2,881
|
)
|
|
34.0
|
%
|
|
$
|
6,302
|
|
|
35.0
|
%
|
|
$
|
1,397
|
|
|
34.0
|
%
|
State income taxes, net of federal tax benefit
|
285
|
|
|
(3.4
|
)%
|
|
324
|
|
|
1.8
|
%
|
|
74
|
|
|
1.8
|
%
|
|||
State valuation allowance
|
94
|
|
|
(1.1
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Earn-out adjustments
|
(857
|
)
|
|
10.1
|
%
|
|
(1,217
|
)
|
|
(6.8
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Bargain gain on CRI acquisition
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(366
|
)
|
|
(8.9
|
)%
|
|||
Manufacturing exemption
|
(188
|
)
|
|
2.2
|
%
|
|
(458
|
)
|
|
(2.5
|
)%
|
|
(138
|
)
|
|
(3.4
|
)%
|
|||
Stock issuance costs
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
101
|
|
|
2.5
|
%
|
|||
Stock option compensation
|
95
|
|
|
(1.1
|
)%
|
|
91
|
|
|
0.5
|
%
|
|
85
|
|
|
2.1
|
%
|
|||
Uncertain tax positions
|
(139
|
)
|
|
1.6
|
%
|
|
139
|
|
|
0.8
|
%
|
|
—
|
|
|
—
|
%
|
|||
Goodwill impairment
|
5,405
|
|
|
(63.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other, net
|
(15
|
)
|
|
0.2
|
%
|
|
205
|
|
|
1.1
|
%
|
|
57
|
|
|
1.4
|
%
|
|||
Total
|
$
|
1,799
|
|
|
(21.2
|
)%
|
|
$
|
5,386
|
|
|
29.9
|
%
|
|
$
|
1,210
|
|
|
29.5
|
%
|
(Amounts in thousands)
|
Unrecognized Tax Benefit
|
|
Interest and Penalties
|
|
Total
|
||||||||
Balance at December 28, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
|
Increases related to prior year tax positions
|
1,431
|
|
|
73
|
|
|
1,504
|
|
||||
|
Decreases related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Increases related to current year tax position
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Settlements during period
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Lapse of statute of limitations
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at January 3, 2015
|
1,431
|
|
|
73
|
|
|
1,504
|
|
|||||
|
Increases related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Decreases related to prior year tax positions
|
(1,431
|
)
|
|
(73
|
)
|
|
(1,504
|
)
|
||||
|
Increases related to current year tax position
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Settlements during period
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Lapse of statute of limitations
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year ending December 31:
|
|
||
2016
|
$
|
23,076
|
|
2017
|
23,076
|
|
|
2018
|
23,076
|
|
|
2019
|
23,076
|
|
|
2020
|
7,692
|
|
|
Total minimum lease payments
|
99,996
|
|
|
Less imputed interest costs
|
6,064
|
|
|
Present value of net minimum lease payments
|
$
|
93,932
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income from continuing operations
|
$
|
(10,269,278
|
)
|
|
$
|
12,618,787
|
|
|
$
|
2,898,048
|
|
Net (loss) income from discontinued operations, net of tax
|
$
|
(1,251,058
|
)
|
|
$
|
(7,156,524
|
)
|
|
$
|
(1,137,484
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Denominator for basic earnings per share - weighted average shares
|
8,710,361
|
|
|
8,702,094
|
|
|
6,941,794
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
Employee stock options and stock grants
|
—
|
|
|
13,008
|
|
|
5,610
|
|
|||
Denominator for diluted earnings per share - weighted average shares
|
8,710,361
|
|
|
8,715,102
|
|
|
6,947,404
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
$
|
0.42
|
|
Diluted
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
||||||
Net loss per share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.16
|
)
|
Diluted
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.16
|
)
|
(Amounts in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
|
|
|
|
||||||
Metals Segment
|
$
|
114,908
|
|
|
$
|
134,304
|
|
|
$
|
140,233
|
|
Specialty Chemicals Segment
|
60,552
|
|
|
65,201
|
|
|
56,518
|
|
|||
|
$
|
175,460
|
|
|
$
|
199,505
|
|
|
$
|
196,751
|
|
Operating (loss) income
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
2,822
|
|
|
$
|
13,511
|
|
|
$
|
1,263
|
|
Goodwill impairment
|
(17,158
|
)
|
|
—
|
|
|
—
|
|
|||
Business interruption proceeds
|
1,246
|
|
|
—
|
|
|
—
|
|
|||
Total Metals Segment
|
(13,090
|
)
|
|
13,511
|
|
|
1,263
|
|
|||
Specialty Chemicals Segment
|
5,665
|
|
|
6,130
|
|
|
5,743
|
|
|||
|
(7,425
|
)
|
|
19,641
|
|
|
7,006
|
|
|||
Less unallocated corporate expenses
|
5,227
|
|
|
3,300
|
|
|
3,243
|
|
|||
Acquisition related costs
|
500
|
|
|
302
|
|
|
264
|
|
|||
Operating (loss) income
|
(13,152
|
)
|
|
16,039
|
|
|
3,499
|
|
|||
Interest expense
|
1,232
|
|
|
1,092
|
|
|
1,357
|
|
|||
Change in fair value of interest rate swap
|
42
|
|
|
426
|
|
|
(741
|
)
|
|||
Specialty and Palmer earn-out adjustments
|
(4,897
|
)
|
|
(3,476
|
)
|
|
—
|
|
|||
Casualty insurance gain
|
(923
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on bargain purchase, net of taxes
|
—
|
|
|
—
|
|
|
(1,077
|
)
|
|||
Other income, net
|
(136
|
)
|
|
(8
|
)
|
|
(148
|
)
|
|||
(Loss) income before income taxes
|
$
|
(8,470
|
)
|
|
$
|
18,005
|
|
|
$
|
4,108
|
|
|
|
|
|
|
|
||||||
Identifiable assets
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
112,591
|
|
|
$
|
145,558
|
|
|
|
||
Specialty Chemicals Segment
|
33,391
|
|
|
32,504
|
|
|
|
||||
Corporate
|
3,039
|
|
|
9,787
|
|
|
|
||||
|
$
|
149,021
|
|
|
$
|
187,849
|
|
|
|
||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
5,173
|
|
|
$
|
4,078
|
|
|
$
|
3,809
|
|
Specialty Chemicals Segment
|
1,376
|
|
|
974
|
|
|
659
|
|
|||
Corporate
|
206
|
|
|
139
|
|
|
204
|
|
|||
|
$
|
6,755
|
|
|
$
|
5,191
|
|
|
$
|
4,672
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
7,399
|
|
|
$
|
3,123
|
|
|
$
|
4,194
|
|
Specialty Chemicals Segment
|
3,439
|
|
|
4,913
|
|
|
1,397
|
|
|||
Corporate
|
67
|
|
|
30
|
|
|
57
|
|
|||
|
$
|
10,905
|
|
|
$
|
8,066
|
|
|
$
|
5,648
|
|
Sales by product group
|
|
|
|
|
|
||||||
Specialty chemicals
|
$
|
60,552
|
|
|
$
|
65,201
|
|
|
$
|
56,517
|
|
Stainless steel pipe
|
77,850
|
|
|
101,035
|
|
|
106,874
|
|
|||
Seamless carbon steel pipe and tube
|
18,013
|
|
|
2,524
|
|
|
—
|
|
|||
Liquid storage tanks and separation equipment
|
19,045
|
|
|
30,745
|
|
|
33,360
|
|
|||
|
$
|
175,460
|
|
|
$
|
199,505
|
|
|
$
|
196,751
|
|
Geographic sales
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
167,185
|
|
|
$
|
191,032
|
|
|
$
|
189,447
|
|
Elsewhere
|
8,275
|
|
|
8,473
|
|
|
7,304
|
|
|||
|
$
|
175,460
|
|
|
$
|
199,505
|
|
|
$
|
196,751
|
|
(Amounts in thousands except for per share data)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales from continuing operations
|
$
|
51,648
|
|
|
$
|
50,163
|
|
|
$
|
38,083
|
|
|
$
|
35,566
|
|
Gross profit from continuing operations
|
8,942
|
|
|
8,416
|
|
|
4,537
|
|
|
3,424
|
|
||||
Net income (loss) from continuing operations
(1)
|
3,638
|
|
|
2,455
|
|
|
1,355
|
|
|
(17,717
|
)
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,251
|
)
|
||||
Net income (loss)
|
3,638
|
|
|
2,455
|
|
|
1,355
|
|
|
(18,968
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
0.42
|
|
|
0.28
|
|
|
0.16
|
|
|
(2.04
|
)
|
||||
Diluted
|
0.42
|
|
|
0.28
|
|
|
0.16
|
|
|
(2.04
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share from discontinued operations
|
|
|
|
|
|
|
|
||||||||
Basic
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.14
|
)
|
||||
Diluted
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.14
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales from continuing operations
|
$
|
49,796
|
|
|
$
|
52,688
|
|
|
$
|
48,452
|
|
|
$
|
48,569
|
|
Gross profit from continuing operations
|
7,603
|
|
|
8,952
|
|
|
8,127
|
|
|
8,247
|
|
||||
Net income from continuing operations
|
2,250
|
|
|
5,783
|
|
|
3,177
|
|
|
1,409
|
|
||||
(Loss) income from discontinued operations, net of tax
|
(473
|
)
|
|
(5,383
|
)
|
|
(1,899
|
)
|
|
598
|
|
||||
Net income
|
1,776
|
|
|
400
|
|
|
1,279
|
|
|
2,007
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
0.26
|
|
|
0.66
|
|
|
0.36
|
|
|
0.16
|
|
||||
Diluted
|
0.26
|
|
|
0.66
|
|
|
0.36
|
|
|
0.16
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share from discontinued operations
|
|
|
|
|
|
|
|
||||||||
Basic
|
(0.05
|
)
|
|
(0.62
|
)
|
|
(0.22
|
)
|
|
0.07
|
|
||||
Diluted
|
(0.05
|
)
|
|
(0.62
|
)
|
|
(0.22
|
)
|
|
0.07
|
|
Sources of funds:
|
|
||
Cash on hand
|
$
|
21,490,433
|
|
Proceeds of term loan
|
10,000,000
|
|
|
Total sources of funds
|
$
|
31,490,433
|
|
|
|
|
|
Uses of funds:
|
|
|
|
Acquisition of Specialty's common stock
|
$
|
27,496,000
|
|
Cash paid to escrow agent for potential future claims, to be settled within 18 months
|
3,248,500
|
|
|
Cash paid for a portion of the seller's investment banker fee
|
745,933
|
|
|
Total uses of funds
|
$
|
31,490,433
|
|
|
As recorded by Specialty
|
|
Purchase accounting and fair value adjustments
|
|
As recorded by Synalloy
|
||||||
Cash
|
$
|
12,960
|
|
|
$
|
—
|
|
|
$
|
12,960
|
|
Accounts receivable, net
|
2,827,251
|
|
|
—
|
|
|
2,827,251
|
|
|||
Inventories, net
|
17,041,660
|
|
|
(1,516,888
|
)
|
|
15,524,772
|
|
|||
Fixed assets
|
3,018,416
|
|
|
(67,924
|
)
|
|
2,950,492
|
|
|||
Goodwill
|
—
|
|
|
5,993,705
|
|
|
5,993,705
|
|
|||
Intangible asset - customer base
|
—
|
|
|
11,457,000
|
|
|
11,457,000
|
|
|||
Earn-out liability
|
—
|
|
|
(4,773,620
|
)
|
|
(4,773,620
|
)
|
|||
Other liabilities assumed
|
(2,502,127
|
)
|
|
—
|
|
|
(2,502,127
|
)
|
|||
|
$
|
20,398,160
|
|
|
$
|
11,092,273
|
|
|
$
|
31,490,433
|
|
Pro-Forma (Unaudited)
|
|||||||
|
2014
|
|
2013
|
||||
Pro-forma revenues from continuing operations
|
$
|
228,647,000
|
|
|
$
|
224,570,000
|
|
Pro-forma net income from continuing operations
|
8,928,000
|
|
|
6,459,000
|
|
||
Earnings per share from continuing operations:
|
|
|
|
||||
Basic
|
$
|
1.85
|
|
|
$
|
0.93
|
|
Diluted
|
$
|
1.85
|
|
|
$
|
0.93
|
|
Sources of funds:
|
|
||
Proceeds from term loan
|
$
|
4,033,250
|
|
Proceeds from line of credit
|
516,750
|
|
|
Total sources of funds
|
$
|
4,550,000
|
|
|
|
|
|
Uses of funds:
|
|
|
|
Acquisition of CRI Facility
|
$
|
3,450,000
|
|
Acquisition of certain CRI assets, net of assumed liabilities
|
1,100,000
|
|
|
Amount received by Company for pro-rated property taxes at close
|
(22,000
|
)
|
|
Total uses of funds
|
$
|
4,528,000
|
|
|
As recorded by CRI
|
|
Purchased CRI Facility
|
|
Purchase accounting and fair value adjustments
|
|
As recorded by Synalloy
|
||||||||
Accounts receivable, net
|
$
|
623,539
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
623,539
|
|
Inventories, net
|
232,771
|
|
|
—
|
|
|
—
|
|
|
232,771
|
|
||||
Prepaid expenses
|
11,695
|
|
|
—
|
|
|
—
|
|
|
11,695
|
|
||||
Building and land
|
—
|
|
|
3,450,000
|
|
|
650,000
|
|
|
4,100,000
|
|
||||
Equipment, net
|
614,998
|
|
|
—
|
|
|
1,028,082
|
|
|
1,643,080
|
|
||||
Accounts payable
|
(365,898
|
)
|
|
—
|
|
|
—
|
|
|
(365,898
|
)
|
||||
Accrued liabilities
|
(17,105
|
)
|
|
—
|
|
|
—
|
|
|
(17,105
|
)
|
||||
Deferred tax liability
|
—
|
|
|
—
|
|
|
(600,750
|
)
|
|
(600,750
|
)
|
||||
|
$
|
1,100,000
|
|
|
$
|
3,450,000
|
|
|
$
|
1,077,332
|
|
|
$
|
5,627,332
|
|
|
|
||
Fair value of net assets acquired
|
$
|
5,627,332
|
|
Total consideration paid
|
(4,550,000
|
)
|
|
Bargain purchase gain, net of taxes
|
$
|
1,077,332
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
21,963,078
|
|
|
$
|
23,998,379
|
|
Loss before income taxes
|
$
|
(1,902,058
|
)
|
|
$
|
(10,963,524
|
)
|
|
$
|
(1,949,484
|
)
|
Benefit from income taxes
|
(651,000
|
)
|
|
(3,807,000
|
)
|
|
(812,000
|
)
|
|||
Net loss from discontinued operations
|
$
|
(1,251,058
|
)
|
|
$
|
(7,156,524
|
)
|
|
$
|
(1,137,484
|
)
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(1)
(c)
|
||||
Equity compensation plans approved by security holders
|
|
173,985
|
|
|
$
|
12.79
|
|
|
399,521
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
173,985
|
|
|
$
|
12.79
|
|
|
399,521
|
|
(1)
|
Represents shares remaining available for issuance under the 2015 Stock Awards Plan and the 2011 Plan.
|
(a)
|
The following documents are filed as a part of this report:
|
1.
|
Financial Statements: The following consolidated financial statements of Synalloy Corporation are included in Part II, Item 8:
|
2.
|
Financial Statements Schedules: The following consolidated financial statements schedule of Synalloy Corporation is included in Item 15:
|
3.
|
Listing of Exhibits:
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to (Reduction of) Cost and Expenses
|
|
Deductions
|
|
Balance at End of Period
|
||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,115,000
|
|
|
$
|
104,000
|
|
|
$
|
(972,000
|
)
|
(a)
|
$
|
247,000
|
|
Inventory reserves
|
|
$
|
725,000
|
|
|
$
|
767,000
|
|
|
$
|
(810,000
|
)
|
|
$
|
682,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended January 3, 2015
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,079,000
|
|
|
$
|
667,000
|
|
(b)
|
$
|
(631,000
|
)
|
|
$
|
1,115,000
|
|
Inventory reserves
|
|
$
|
2,206,000
|
|
|
$
|
3,975,000
|
|
(c)
|
$
|
(5,456,000
|
)
|
(c)
|
$
|
725,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 28, 2013
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,313,000
|
|
|
$
|
(192,000
|
)
|
|
$
|
(42,000
|
)
|
|
$
|
1,079,000
|
|
Inventory reserves
|
|
$
|
2,125,000
|
|
|
$
|
531,000
|
|
|
$
|
(450,000
|
)
|
|
$
|
2,206,000
|
|
|
|
|
|
|
|
|
|
|
By
/s/ Craig C. Bram
Craig C. Bram
President and Chief Executive Officer
(principal executive officer)
|
March 30, 2016
Date
|
|
|
By
/s/ Dennis M. Loughran
Dennis M. Loughran
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
March 30, 2016
Date
|
|
|
By
/s/ Richard D. Sieradzki
Richard D. Sieradzki
Chief Accounting Officer
(principal accounting officer)
|
March 30, 2016
Date
|
By
/s/ Murray H. Wright
Murray H. Wright
Chairman of the Board
|
March 30, 2016
Date
|
|
|
By
/s/ Anthony A. Callander
Anthony A. Callander
Director
|
March 30, 2016
Date
|
|
|
By
/s/ Amy J. Michtich
Amy J. Michtich
Director
|
March 30, 2016
Date
|
|
|
By
/s/ James W. Terry, Jr.
James W. Terry, Jr.
Director
|
March 30, 2016
Date
|
|
|
By
/s/ Henry L. Guy
Henry L. Guy
Director
|
March 30, 2016
Date
|
|
|
By
/s/ Vincent W. White
Vincent W. White
Director
|
March 30, 2016
Date
|
|
|
By
/s/ Craig C. Bram
Craig C. Bram
Chief Executive Officer and Director
|
March 30, 2016
Date
|
Exhibit No.
from
Item 601 of
Regulation S-K
|
|
Description
|
|
1.1
|
|
|
Underwriting Agreement dated September 24, 2013, incorporated by reference to Registrant's Form 8-K filed September 24, 2013
|
3.1
|
|
|
Restated Certificate of Incorporation of Registrant, as amended, incorporated by reference to Registrant's Form 8-K filed August 13, 2007
|
3.2
|
|
|
Restated Certificate of Incorporation of Registrant, as amended, incorporated by reference to Registrant's Form 8-K filed May 8, 2015
|
3.3
|
|
|
Bylaws of Registrant, incorporated by reference to Registrant's Form 10-Q for the period ended March 31, 2001, as amended, which amendments are incorporated by reference to Registrant's Form 8-K filed August 13, 2007
|
4.1
|
|
|
Form of Common Stock Certificate, incorporated by reference to Registrant's Form 10-Q for the period ended March 31, 2001
|
10.1
|
|
|
Synalloy Corporation 2005 Stock Awards Plan, incorporated by reference to the Proxy Statement for the 2005 Annual Meeting of Shareholders
|
10.2
|
|
|
Synalloy Corporation 2015 Stock Awards Plan, incorporated by reference to the Proxy Statement for the 2015 Annual Meeting of Shareholders
|
10.3
|
|
|
Amendment 1 to the Synalloy Corporation 2005 Stock Awards Plan incorporated by reference to Registrant's Form 10-K for the year ended December 29, 2007
|
10.4
|
|
|
Amendment 2 to the Synalloy Corporation 2005 Stock Awards Plan, incorporated by reference to Registrant's Form 10-K for the year ended January 3, 2015
|
10.5
|
|
|
2011 Long-Term Incentive Stock Option Plan, incorporated by reference to Registrant's Proxy Statement for the 2011 Annual Meeting of Shareholders
|
10.6
|
|
|
2013 Short-Term Cash Incentive and Options Plan, incorporated by reference to Registrant's Form 10-K for the year ended December 28, 2013
|
10.7
|
|
|
2014 Short-Term Cash Incentive and Options Plan, incorporated by reference to Registrant's Form 10-K for the year ended January 3, 2015
|
10.8
|
|
|
2015 Short-Term Cash Incentive and Restricted Stock Incentive Plan
|
10.9
|
|
|
Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steelworkers of America Local 4586, dated February 1, 2015
|
10.10
|
|
|
Agreement between Registrant's Specialty Pipe & Tube, Inc. subsidiary and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 4564-07, dated July 1, 2014, incorporated by reference to Registrant's Form 10-K for the year ended January 3, 2015
|
10.11
|
|
|
Agreement between Registrant's Bristol Metals, LLC subsidiary and the Teamsters Local Union No. 549, dated March 5, 2010, incorporated by reference to Registrant's Form 10-K for the year ended January 1, 2011
|
10.12
|
|
|
Loan Agreement, dated as of June 30, 2010, between Registrant and Branch Banking and Trust (“BB&T”), incorporated by reference to Registrant's Form 10-K for the year ended January 1, 2011
|
10.13
|
|
|
First Amended and Restated Loan Agreement, dated August 21, 2012, between Registrant and BB&T, incorporated by reference to Registrant's Form 10-K for the year ended December 29, 2012
|
10.14
|
|
|
First Amendment to First Amended and Restated Loan Agreement, dated October 22, 2012, between Registrant and BB&T, incorporated by reference to Registrant's Form 10-K for the year ended December 29, 2012
|
10.15
|
|
|
Second Amendment to First Amended and Restated Loan Agreement, dated August 9, 2013, between Registrant and Branch Banking and Trust ("BB&T"), incorporated by reference to Registrant's Form 10-K for the year ended December 28, 2013.
|
10.16
|
|
|
Third Amendment to First Amended and Restated Loan Agreement, dated January 2, 2014, between Registrant and Branch Banking and Trust ("BB&T"), incorporated by reference to Registrant's Form 10-K for the year ended December 28, 2013
|
10.17
|
|
|
Fourth Amendment to First Amended and Restated Loan Agreement, dated as of November 21, 2014, between Registrant and Branch Banking and Trust ("BB&T), incorporated by reference to Registrant's Form 8-K filed on November 25, 2014
|
1.
|
Purpose
. This Short-Term Cash Incentive and Restricted Stock Incentive Plan (the “Incentive Plan”) is intended to provide key executive employees of Synalloy Corporation (the “Company”, which term shall include Synalloy Corporation and any of its affiliates or subsidiaries) the opportunity to participate in the Company’s profitability, future prosperity and growth. The purpose of the Incentive Plan is to provide short and long-term incentive for gain through outstanding service to the Company and its shareholders, and to assist in attracting and retaining executives of ability and initiative.
|
2.
|
Administration
. The Incentive Plan shall be administered by the Company’s Compensation & Long Term Incentive Committee (the “Committee”). The same restrictions set forth in the Company’s 2015 Stock Awards Plan (the “Restricted Stock Plan”), planned to be approved by the Company’s Board of Directors and shareholders at the Company’s 2015 Annual Meeting, applicable to Committee members shall also apply under this Incentive Plan. To the extent this Incentive Plan differs from or is inconsistent with the Restricted Stock Plan, the terms and provisions of the Restricted Stock Plan shall govern. The Committee shall have complete authority and discretion to interpret all provisions of this Incentive Plan consistent with law and the Restricted Stock Plan, to prescribe the form of instruments evidencing the restricted stock that may be granted under this Incentive Plan, and pursuant to the Restricted Stock Plan, to adopt, amend, and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for the administration of the Incentive Plan. No member of the Committee shall be liable for any action or determination in respect thereto, if made in good faith, and shall be entitled to indemnification by the Company with respect to all matters arising from his or her service on the Committee to the fullest extent allowable under the Company’s charter documents and applicable law.
|
3.
|
Eligibility
. Any salaried employee of the Company who in the judgment of the Committee occupies a management position in which his or her efforts contribute to the profit and growth of the Company may be eligible to participate in the Incentive Plan. The named participants to this Incentive Plan shall be recommended by the division Presidents and the CEO, and approved by the Committee. The key metric used to measure management performance in a particular division or the Company as a whole, as the case may be, is “Adjusted EBITDA” defined as operating income before interest, change in fair value of interest rate swap, income taxes, depreciation and amortization, excluding inventory profits and losses, acquisition costs and costs associated with raising capital. The Adjusted EBITDA target ranges described herein and reflected on
Exhibit A
are derived from the Company’s annual budget approved by the Company’s Board of Directors and are exclusive of and calculated prior to allocation of the cash and restricted stock incentives payable to the executives participating in the Incentive Plan.
Exhibit A
to this Incentive Plan, as may be amended from time to time by the Committee, sets forth for each named participant, his or her Base Salary, the Adjusted EBITDA target applicable to the participant, the Cash Incentive and the Restricted Stock Incentive (both as a percentage of Base Salary) depending on the percentage of Adjusted EBITDA target achieved, and the weighted percentage of Adjusted EBITDA and Project Goals used to determine the final target range achieved. The Committee, upon recommendation from the Company’s CEO, shall have the discretion to determine to what extent, if any, persons employed on a part-time or consulting basis will be eligible to participate in the Incentive Plan. At the beginning of the year, the division Presidents will identify the executives whom they recommend to participate in the Incentive Plan with input from the CEO, and the CEO will recommend the executives who will participate from the Corporate division. These
|
4.
|
Cash Incentive
.
|
A.
|
Adjusted EBITDA Target Ranges
. At the beginning of each year, the Company’s Board of Directors will approve the upcoming year’s budget that shall include the Adjusted EBITDA target for each division and for the Company as a whole. The target ranges set forth on
Exhibit A
are calculated as the stated percentages (>100%, 90-100%, 82-89%, 75-81% and <75%) of the Adjusted EBITDA target before incentive bonuses and restricted stock grants.
|
B.
|
Cash Incentive Calculation
. Cash Incentive will be based on a percentage of Base Salary for each Executive Level and the target range achieved by each division or the Company as a whole, as applicable (see the chart below). The applicable target ranges for each named participant are set forth on
Exhibit A
attached hereto. Each target range relates to a corresponding percentage of Base Salary for the named participant used to calculate the Cash Incentive. No cash incentive will be paid if Adjusted EBITDA is less than 75% of target. A bonus pool for non-executive managers will
|
Executive Level
|
Above Target
|
90 - 100% of
Target
|
82 - 89% of
Target
|
75 - 81% of
Target
|
Below 75% of Target
|
Level 1
|
100%
|
85%
|
70%
|
50%
|
0%
|
Level 2
|
85%
|
72%
|
60%
|
42%
|
0%
|
Level 3
|
72%
|
60%
|
50%
|
35%
|
0%
|
Level 4
|
60%
|
50%
|
40%
|
30%
|
0%
|
C.
|
Weightings
. Each executive’s Cash Incentive is based on a weighted percentage of Adjusted EBITDA and Project Goals as set forth in
Exhibit A
. For illustration purposes only, assume the following: Adjusted EBITDA target is $10,221,000; actual Adjusted EBITDA is $8,500,000; Base Salary is $210,000 (Level 2); Weightings are (a) 80% Adjusted EBITDA target and (b) 20% Project Goals; and, 75% of Project Goals achieved. This executive’s Cash Incentive would be calculated as follows:
|
D.
|
Inventory Profits or Losses
. The Adjusted EBITDA calculations used to determine the Cash Incentive shall exclude any inventory profits or losses applicable to the BRISMET division as set forth in this section. Adjusted EBITDA calculations for the BRISMET division will be reduced
|
5.
|
Restricted Stock Incentive
.
|
A.
|
Adjusted EBITDA Target Ranges
. At the beginning of each year, the Company’s Board of Directors will approve the upcoming year’s budget that shall include the Adjusted EBITDA target for each division and for the Company as a whole. The target ranges set forth on
Exhibit A
are calculated as the stated percentages (>100%, 90-100%, 82-89%, 75-81% and <75%) of the Adjusted EBITDA target before incentive bonuses and restricted stock grants.
|
B.
|
Restricted Stock Incentive Calculation
. Restricted Stock Incentive will be based on a percentage of Base Salary for each Executive Level and the target range achieved by each division or the Company as a whole, as applicable (see the chart below). The applicable target ranges for each named participant are set forth on
Exhibit A
attached hereto. Each target range relates to a corresponding percentage of Base Salary for the named participant used to calculate the Restricted Stock Incentive. No restricted stock will be granted if Adjusted EBITDA is less than 75% of target. Non-executive managers are not eligible for restricted stock awards under this Incentive Plan.
|
Executive Level
|
Above Target
|
90 - 100% of
Target
|
82 - 89% of
Target
|
75 - 81% of
Target
|
Below 75% of Target
|
Level 1
|
30%
|
25%
|
20%
|
15%
|
0%
|
Level 2
|
25%
|
20%
|
15%
|
10%
|
0%
|
Level 3
|
20%
|
15%
|
10%
|
5%
|
0%
|
Level 4
|
18%
|
13%
|
8%
|
5%
|
0%
|
C.
|
Weightings
. Each Executive’s Restricted Stock Incentive is based on a weighted percentage of Adjusted EBITDA and Project Goals as set forth in
Exhibit A
. For illustration purposes only, assume the following: Adjusted EBITDA target
|
D.
|
Inventory Profits or Losses
. The Adjusted EBITDA calculations used to determine the Restricted Stock Incentive shall exclude any inventory profits or losses applicable to the BRISMET division as set forth in this section. Adjusted EBITDA calculations for the BRISMET division will be reduced on a dollar-for-dollar basis by the amount of inventory profits, if any, in that division. Likewise, Adjusted EBITDA calculations for the BRISMET division will be increased on a dollar- for-dollar basis by the amount of inventory losses, if any, in that division.
|
6.
|
Mid-Year Acquisition Adjustments
. The Company, from time to time, may acquire another business or operating division mid-year, which acquisition will not be budgeted or accounted for in the Adjusted EBITDA targets that are established at the beginning of the fiscal year. Upon consultation with the CEO and division Presidents, the Committee shall amend the applicable Adjusted EBITDA target(s) to account for any and all mid-year acquisitions. Specifically, the Committee will update the applicable Adjusted EBITA target(s) to account for the pro-forma Adjusted EBITDA expected from each acquisition for the remainder of the current calendar year. The Company’s practice is to allocate unbudgeted one-time expenses associated with a mid-year acquisition to the Corporate division only. In determining the actual year-end Adjusted EBITDA calculation for the Corporate division and the CEO, the Committee will add back the one-time costs associated with each acquisition incurred during the year in question but not previously budgeted. The amount of one-time expenses to be added back will be approved by the Committee and will include only those expenses that were incurred as a direct result of completing the acquisition. In the event these one-time expenses extend from one calendar year to the next, the accrued one-time expenses associated with the acquisition from each year will be added back to the applicable year’s Adjusted EBITDA calculations for the Corporate division and the CEO.
|
7.
|
General Provisions
. Neither the adoption of this Incentive Plan nor its operation, nor any document describing or referring to this Incentive Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of the Company or any subsidiary, or shall in any way affect the right and power of the Company to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Company might have done if this Incentive Plan had not been adopted. In light of the importance of promoting long-term relationships and a long- term commitment to the ongoing success of the Company, in order to receive any cash payments or grants of restricted stock under this Incentive Plan, an employee must be employed by the Company on the last day of the applicable fiscal year; provided, however, that if termination of employment occurs as a result of death, disability (unable to work for 12 consecutive months), or retirement (with a minimum of 5 years of employment with the Company), payment of the cash bonus and/or the grant of restricted will be determined as otherwise provided in this Incentive Plan but shall be prorated to reflect that portion of the prior year in which the employee was an employee of the Company. Eligible employees must have entered into a confidentiality and non-competition agreement in a form acceptable to the CEO of the Company in order to receive any benefits under this Incentive Plan. Payments under this Incentive Plan will be made on or about March 15th of the year following the Company’s fiscal year end. This Incentive Plan shall be governed by the laws of the state of South Carolina.
|
8.
|
Duration and Amendment of the Incentive Plan
. Unless previously terminated by the Committee, the Incentive Plan shall be effective for the fiscal year specified in the Incentive Plan. The Committee may alter, amend, or terminate this Incentive Plan, including any exhibits attached hereto, at any time.
|
|
TABLE OF CONTENTS
|
|
||
|
|
|
|
|
|
ABSENTEEISM
|
49
|
|
|
|
BEREAVEMENT LEAVE
|
65
|
|
|
|
CHECK OFF PROVISIONS
|
6
|
|
|
|
GENERAL
|
58
|
|
|
|
GRIEVANCE PROCEDURE
|
53
|
|
|
|
GROUP INSURANCE
|
62
|
|
|
|
HOLIDAYS
|
38
|
|
|
|
HOURS OF WORK
|
33
|
|
|
|
JURY DUTY
|
64
|
|
|
|
LEAVE OF ABSENCE
|
57
|
|
|
|
MANAGEMENT
|
5
|
|
|
|
NO DISCRIMINATION
|
12
|
|
|
|
PAC CHECK OFF PROVISION
|
6
|
|
|
|
PENSION AGREEMENT
|
63
|
|
|
|
PROFIT SHARING PLAN
|
19
|
|
|
|
RECOGNITION
|
3
|
|
|
|
SAFETY AND HEALTH
|
50
|
|
|
|
SENIORITY
|
40
|
|
|
|
SHIFT ASSIGNMENTS & SHIFT PREFERENCE
|
9
|
|
|
|
SHOP COMMITTEE
|
52
|
|
|
|
SUPERVISORY EMPLOYEES
|
57
|
|
|
|
TERMINATION
|
66
|
|
|
|
VACATIONS
|
23
|
|
|
|
VOCATIONAL TRAINING
|
63
|
|
|
|
WAGES
|
13
|
|
|
|
JOB CLASSIFICATION
|
|
JOBS IN CLASSIFICATION
|
|
|
1
|
|
General Helper
|
|
|
|
|
Fit-Up Helper
|
|
|
|
|
Press Operator Helper
|
|
|
|
|
7-1/2 Ton Overhead Crane
|
|
|
|
|
10 Ton Overhead Crane
|
|
|
|
|
All other small machine operators
|
|
|
|
|
|
|
|
2
|
|
Yard Tractor Driver
|
|
|
|
|
Fork Lift Operator
|
|
|
|
|
Maintenance Apprentice
|
|
|
|
|
Crane Hookup
|
|
|
|
|
Tack & Spot Welding
|
|
|
|
|
Pickle Tank Washer
|
|
|
|
|
Doall Saw Operator
|
|
|
|
|
Storekeeper
|
|
|
|
|
Shipping & Receiving
|
|
|
|
|
Warehouse Operator Helper
|
|
|
|
|
Sand Belt Operator
|
|
|
|
|
|
|
|
3
|
|
Power Press Brake Helper
|
|
|
|
|
Power Shear Helper
|
|
|
|
|
Inspector
|
|
|
|
|
500 Ton Forming Press Operator
|
|
|
|
|
Ajax Furnace
|
|
|
|
|
Gas Furnace Operator
|
|
|
|
|
Car Furnace Operator
|
|
|
|
|
Pipe Sizing
|
|
|
|
|
Pipe Sizing Press Operator
|
|
|
|
|
Pipe Plasma Burner
|
|
|
|
|
Plate Plasma Burner
|
|
|
|
|
Template Operator
|
|
|
|
|
Rotary Straightener
|
|
|
|
|
Neutralizing Operator
|
|
|
|
|
Raw Material Receiver
|
|
|
|
|
PM Helper
|
|
|
|
|
Planisher (165 mill)
|
|
|
|
|
Machine Beveler
|
|
|
|
|
Pickle Tank Operator
|
|
|
|
|
Pipe Marker Operator
|
|
|
|
|
Warehouse Operator
|
|
|
|
|
Hydro Tester Operator
|
|
|
|
|
|
|
|
4
|
|
Power Press Brake Operator
|
|
|
|
|
Power Shear Operator
|
|
|
|
|
Power Roll, Tank Head, and Angel Roll Operator
|
|
|
|
|
Mobile Crane Operator
|
|
|
|
|
Batch and Boom Welder
|
|
|
|
|
X-Ray Tech
|
|
|
|
|
Neutralizing Technician
|
|
|
|
|
Material Receiving Technician
|
|
|
|
|
Shipping Tech
|
|
|
|
|
|
|
|
5
|
|
Continuous Auto Mills
|
|
|
|
|
Roll Room Technician
|
|
|
|
|
|
|
|
6
|
|
Boring Mill Operator
|
|
|
|
|
Fit-Up
|
|
|
|
|
QC Senior Lab Tech
|
|
|
|
|
Hand Welder
|
|
|
|
|
Level 3 Radiographer
|
|
|
|
|
(X-Ray)
|
|
|
|
|
PM Technician
|
|
|
|
|
|
|
|
7
|
|
Maintenance Mechanic
|
|
|
|
|
Maintenance Electrician
|
|
|
|
|
Special Projects Mechanic
|
|
|
Accumulated Seniority
|
Days of Vacation
|
|
|
Less than a year
|
Partial
|
|
|
1 year but less than 3 years
|
1 week (40 hours)
|
|
|
3 years but less than 10 years
|
2 weeks (80 hours)
|
|
|
10 years but less than 20 years
|
3 weeks (120 hours)
|
|
|
20 years or more
|
4 weeks (160 hours)
|
|
United Steelworkers, AFL-CIO/CLC
|
|
Bristol Metals, LLC
Bristol, TN
|
|
|
By:
|
|
By:
|
|
|
/s/ Leo W. Gerard
|
|
/s/ Kyle Pennington
|
|
|
Leo W. Gerard
|
|
Kyle Pennington
|
|
|
International President
|
|
President
|
|
|
|
|
|
|
|
/s/ Stanley Johnson
|
|
/s/ Carl Devine
|
|
|
Stanley Johnson
|
|
Carl Devine
|
|
|
International Secretary-Treasurer
|
|
Director Manufacturing Operations
|
|
|
|
|
|
|
|
/s/ Thomas M. Conway
|
|
/s/ Mike Osborne
|
|
|
Thomas M. Conway
|
|
Mike Osborne
|
|
|
International Vice President, Administration
|
|
Director Manufacturing Operations
|
|
|
|
|
|
|
|
/s/ Fred Redmond
|
|
/s/ Josh Ringley
|
|
|
Fred Redmond
|
|
Josh Ringley
|
|
|
International Vice President, Human Affairs
|
|
Director Business Operations
|
|
|
|
|
|
|
|
/s/ Daniel Flippo
|
|
/s/ Jim Hertz
|
|
|
Danial Flippo
|
|
Jim Hertz
|
|
|
Director District 9
|
|
Comptroller
|
|
|
|
|
|
|
|
/s/ Sheila Harris
|
|
/s/ Lee Ellis
|
|
|
Sheila Harris
|
|
Lee Ellis
|
|
|
Sub-District Director
|
|
Human Resources Manager
|
|
|
|
|
|
|
|
Local Union Negotiating Committee:
|
|
|
|
|
By:
|
|
|
|
|
/s/ Steve Lewis
|
|
|
|
|
Steve Lewis
|
|
|
|
|
President Local 4586
|
|
|
|
|
|
|
|
|
|
/s/ Kenneth Barnhart
|
|
|
|
|
Kenneth Barnhart
|
|
|
|
|
|
|
|
|
|
/s/ Michael McClain
|
|
|
|
|
Michael McClain
|
|
|
|
|
|
|
|
|
|
/s/ Don Pickel
|
|
|
|
|
Don Pickel
|
|
|
|
|
|
|
|
|
|
/s/ Josh Pickel
|
|
|
|
|
Josh Pickel
|
|
|
|
|
Classification
|
2015
|
2016
|
2017
|
2018
|
2019
|
1
|
12.93
|
13.31
|
13.71
|
14.13
|
14.55
|
2
|
14.45
|
14.88
|
15.33
|
15.79
|
16.26
|
2+
|
15.05
|
15.50
|
15.97
|
16.44
|
16.94
|
3
|
16.43
|
16.92
|
17.43
|
17.95
|
18.49
|
3+
|
17.11
|
17.62
|
18.15
|
18.70
|
19.26
|
4
|
17.88
|
18.42
|
18.97
|
19.54
|
20.13
|
4+
|
18.63
|
19.19
|
19.76
|
20.36
|
20.97
|
5+
|
18.75
|
19.32
|
19.90
|
20.49
|
21.11
|
6
|
18.83
|
19.39
|
19.97
|
20.57
|
21.19
|
7
|
19.29
|
19.87
|
20.47
|
21.08
|
21.71
|
|
|
2015 Core Plan
|
Annual
|
Monthly
|
Weekly
|
|
|
EE Only 15%
|
$ 918.00
|
$ 76.50
|
$17.65
|
|
|
EE + Child(ren) 15%
|
$1,606.50
|
$133.88
|
$30.89
|
|
|
EE + Spouse 15%
|
$1,836.00
|
$153.00
|
$35.31
|
|
|
EE + Family 15%
|
$2,295.00
|
$191.25
|
$44.13
|
|
|
2015 Buy-Up Plan
|
Annual
|
Monthly
|
Weekly
|
|
|
EE Only 15%
|
$1,145.11
|
$ 95.43
|
$22.02
|
|
|
EE + Child(ren) 15%
|
$2,003.94
|
$166.99
|
$38.54
|
|
|
EE + Spouse 15%
|
$2,290.21
|
$190.85
|
$44.04
|
|
|
EE + Family 15%
|
$2862.77
|
$238.56
|
$55.05
|
|
|
|
2015
|
2016
|
2017
|
2018
|
2019
|
|
|
EE Only
|
15%
|
16%
|
17%
|
18%
|
18%
|
|
|
EE + Child(ren)
|
15%
|
16%
|
17%
|
18%
|
18%
|
|
|
EE + Spouse
|
15%
|
16%
|
17%
|
18%
|
18%
|
|
|
EE + Family
|
15%
|
16%
|
17%
|
18%
|
18%
|
INDEX BY PAGE & ARTICLE NUMBER
|
||
|
|
|
Cover Page
|
|
Pg. 1
|
Table of Contents
|
|
Pg. 2
|
Preamble
|
|
Pg. 3
|
Article 1 - Recognition
|
|
Pg. 3
|
Article 2 - Management
|
|
Pg. 5
|
Article 3 - Check Off Provisions
|
|
Pg. 6
|
Article 4 - Check Off Authorization
|
|
Pg. 10
|
Article 5 - No Discrimination
|
|
Pg. 12
|
Article 6 - Wages
|
|
Pg. 13
|
Article 7 - Shift Assignments & Preference
|
|
Pg. 17
|
Article 8 - Profit Sharing
|
|
Pg. 19
|
Article 9 - Vacations/Paid Time Off
|
|
Pg. 23
|
Article 10 - Hours of Work
|
|
Pg. 33
|
Article 11 - Holidays
|
|
Pg. 38
|
Article 12 - Seniority
|
|
Pg. 40
|
Article 13 - Absenteeism
|
|
Pg. 49
|
Article 14 - Safety and Health
|
|
Pg. 50
|
Article 15 - Shop Committee
|
|
Pg. 52
|
Article 16 - Grievance
|
|
Pg. 53
|
Article 17 - Leave Of Absence
|
|
Pg. 57
|
Article 18 - Supervisory Employees
|
|
Pg. 57
|
Article 19 - General
|
|
Pg. 58
|
Article20 - Group Insurance
|
|
Pg. 62
|
Article 21 - Pension Agreement
|
|
Pg. 63
|
Article 22 - Vocational Training
|
|
Pg. 63
|
Article 23 - Jury Duty
|
|
Pg. 64
|
Article 24 - Bereavement
|
|
Pg. 65
|
Article 25 - Contract Termination
|
|
Pg. 66
|
Contract Signatures
|
|
Pg. 67
|
Appendix “A”, Wage Rate Table
|
|
Pg. 68
|
Appendix “B”, Health Benefits
|
|
Pg. 69
|
|
9520406872
|
|
|
Account Number
|
|
(a)
|
Certain Provisions Incorporated by Reference.
Without limiting the continued general applicability of Section 10 (or any other provisions) of the Loan Agreement, the provisions of Sections 10.02 through Section 10.18 of the Loan Agreement are incorporated into this Amendment,
mutatis mutandis
, as if set forth herein in full.
|
(b)
|
Matters as to Amendment
. This Amendment constitutes an amendment to the Loan Agreement (and, to the extent applicable, all other Loan Documents) and except for the effect of any matters expressly set forth in this Amendment, this Amendment, the Loan Agreement and each of the Loan Documents is, and shall continue to be following the effectiveness of this Amendment, in full force and effect in accordance with the terms thereof, and nothing in this Amendment shall otherwise be deemed to amend or modify any provision of the Loan Agreement or the other Loan Documents, each of which shall remain in full force and effect except as otherwise expressly provided herein or therein. This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction. This Amendment does not effect the release of any collateral, does not disturb the perfection or priority of any existing liens, and does not effect the release of any obligor, guarantor or other party from its obligations.
|
(c)
|
References to Documents.
Each reference in the Loan Agreement, this Amendment and any other Loan Documents shall be the same as may be amended, restated, increased, decreased, extended, reduced or otherwise modified and effect from time to time.
|
(d)
|
WAIVER OF JURY TRIAL. UNLESS EXPRESSLY PROHIBITED BY APPLICABLE LAW, THE UNDERSIGNED HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS OR CLAIMS ARISING OUT OF THIS AMENDMENT OR ANY OF THE LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR OUT OF THE CONDUCT OF THE RELATIONSHIP BETWEEN THE UNDERSIGNED AND BANK. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK TO MAKE THE LOAN AND ENTER INTO THIS AMENDMENT. FURTHER, THE UNDERSIGNED HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF BANK, NOR BANK’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT SEEK TO ENFORCE THIS WAIVER OR RIGHT TO JURY TRIAL PROVISION. NO REPRESENTATIVE OR AGENT OF BANK, NOR BANK’S COUNSEL, HAS THE AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS PROVISION.
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 30, 2016
|
/s/ Craig C. Bram
|
|
|
Craig C. Bram
|
|
|
Chief Executive Officer
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 30, 2016
|
/s/ Dennis M. Loughran
|
|
|
Dennis M. Loughran
|
|
|
Chief Financial Officer
|
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 30, 2016
|
/s/ Richard D. Sieradzki
|
|
|
Richard D. Sieradzki
|
|
|
Principal Accounting Officer
|
|
Date:
|
March 30, 2016
|
/s/ Craig C. Bram
|
|
|
Craig C. Bram
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Dennis M. Loughran
|
|
|
Dennis M. Loughran
|
|
|
Chief Financial Officer
|
|
|
|
|
|
/s/ Richard D. Sieradzki
|
|
|
Richard D. Sieradzki
|
|
|
Principal Accounting Officer
|