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, 2016
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¨
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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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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
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—
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4.6
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Richmond, VA
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Corporate headquarters
|
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5,911
|
|
—
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Spartanburg, SC
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Office space for corporate employees and shared service center
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4,858
|
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—
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Augusta, GA
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Chemical manufacturing
(1)
|
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—
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46.0
|
(1)
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Property owned by Company; plant was closed in 2001 and all structures and manufacturing equipment have been removed.
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2016
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2015
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||||||||||||
Quarter
|
|
High
|
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Low
|
|
High
|
|
Low
|
||||||||
1st
|
|
$
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10.07
|
|
|
$
|
6.42
|
|
|
$
|
18.49
|
|
|
$
|
14.25
|
|
2nd
|
|
8.50
|
|
|
7.25
|
|
|
15.00
|
|
|
13.25
|
|
||||
3rd
|
|
9.68
|
|
|
6.56
|
|
|
13.79
|
|
|
7.92
|
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||||
4th
|
|
11.70
|
|
|
8.57
|
|
|
10.55
|
|
|
6.20
|
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*$100 invested on 12/31/11 in stock or index, including reinvestment of dividends.
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Fiscal year ending December 31.
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Source: Russell Investment Group
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12/11
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12/12
|
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12/13
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12/14
|
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12/15
|
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12/16
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||||||||||||
Synalloy Corporation
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$
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100.00
|
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$
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141.90
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|
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$
|
154.75
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|
$
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180.75
|
|
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$
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73.42
|
|
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$
|
116.86
|
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Russell 2000
|
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100.00
|
|
|
116.35
|
|
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161.52
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|
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169.43
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|
|
161.95
|
|
|
196.45
|
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||||||
NASDAQ Non-Financial
|
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100.00
|
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|
117.61
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166.99
|
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194.19
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205.76
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221.55
|
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Period
|
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(a)
Total number of shares (or units) purchased
|
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(b)
Average price paid per share (or unit)
|
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(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
|
|||||
January 1, 2016 - January 31, 2016
|
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—
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$
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—
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—
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899,600
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February 1, 2016 - February 29, 2016
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—
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$
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—
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—
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899,600
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March 1, 2016 - March 31, 2016
|
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29,500
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$
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8.61
|
|
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29,500
|
|
|
870,100
|
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April 1, 2016 - April 30, 2016
|
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—
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|
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$
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—
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|
|
—
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|
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870,100
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May 1, 2016 - May 31, 2016
|
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—
|
|
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$
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—
|
|
|
—
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870,100
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June 1, 2016 - June 30, 2016
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—
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|
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$
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—
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|
|
—
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870,100
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July 1, 2016 - July 31, 2016
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—
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|
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$
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—
|
|
|
—
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870,100
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August 1, 2016 - August 31, 2016
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—
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|
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$
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—
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|
|
—
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870,100
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September 1, 2016 - September 30, 2016
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|
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$
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—
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—
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870,100
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October 1, 2016 - October 31, 2016
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—
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$
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—
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—
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870,100
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November 1, 2016 - November 30, 2016
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—
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$
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—
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—
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870,100
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December 1, 2016 - December 31, 2016
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—
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$
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—
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—
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870,100
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Total
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29,500
|
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29,500
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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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2016
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2015
(c)
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2014
(a)
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2013
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2012
|
||||||||||
Operations
(b)
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||||||||||
Net sales
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$
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138,566
|
|
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$
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175,460
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$
|
199,505
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|
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$
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196,751
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$
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166,162
|
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Gross profit
|
16,904
|
|
|
25,319
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32,929
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19,798
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|
|
19,733
|
|
|||||
Selling, general & administrative expense
(e)
|
22,673
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|
|
21,938
|
|
|
16,530
|
|
|
15,987
|
|
|
12,399
|
|
|||||
Goodwill impairment
|
—
|
|
|
17,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating (loss) income
(e)
|
(8,246
|
)
|
|
(13,031
|
)
|
|
16,098
|
|
|
3,547
|
|
|
7,334
|
|
|||||
Net (loss) income - continuing operations
|
(6,994
|
)
|
|
(10,269
|
)
|
|
12,619
|
|
|
2,898
|
|
|
3,983
|
|
|||||
Net (loss) income - discontinued operations
|
(99
|
)
|
|
(1,251
|
)
|
|
(7,157
|
)
|
|
(1,137
|
)
|
|
252
|
|
|||||
Net (loss) income
|
(7,093
|
)
|
|
(11,520
|
)
|
|
5,462
|
|
|
1,761
|
|
|
4,235
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total assets
(d),
(e)
|
138,638
|
|
|
149,043
|
|
|
187,633
|
|
|
163,068
|
|
|
148,299
|
|
|||||
Working capital
(d)
|
64,732
|
|
|
58,304
|
|
|
64,580
|
|
|
74,988
|
|
|
65,919
|
|
|||||
Long-term debt, less current portion
(e)
|
8,804
|
|
|
23,410
|
|
|
27,039
|
|
|
20,713
|
|
|
37,385
|
|
|||||
Shareholders' equity
|
88,593
|
|
|
95,154
|
|
|
109,454
|
|
|
106,098
|
|
|
71,774
|
|
|||||
Financial Ratios
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current ratio
(d),(e)
|
3.0:1
|
|
|
3.2:1
|
|
|
2.6:1
|
|
|
4.0:1
|
|
|
3.6:1
|
|
|||||
Gross profit to net sales
(b)
|
12
|
%
|
|
14
|
%
|
|
17
|
%
|
|
10
|
%
|
|
12
|
%
|
|||||
Long-term debt to capital
(e)
|
9
|
%
|
|
20
|
%
|
|
20
|
%
|
|
16
|
%
|
|
34
|
%
|
|||||
Return on average assets
(b), (d), (e)
|
(4
|
)%
|
|
(6
|
)%
|
|
7
|
%
|
|
2
|
%
|
|
3
|
%
|
|||||
Return on average equity
(b)
|
(7
|
)%
|
|
(10
|
)%
|
|
12
|
%
|
|
3
|
%
|
|
6
|
%
|
|||||
Per Share Data (Income/(Loss) – Diluted)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income - continuing operations
|
$
|
(0.81
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
$
|
0.42
|
|
|
$
|
0.62
|
|
Net (loss) income - discontinued operations
|
(0.01
|
)
|
|
(0.14
|
)
|
|
(0.82
|
)
|
|
(0.16
|
)
|
|
0.04
|
|
|||||
Net (loss) income
|
(0.82
|
)
|
|
(1.32
|
)
|
|
0.63
|
|
|
0.25
|
|
|
0.66
|
|
|||||
Dividends declared and paid
|
—
|
|
|
0.30
|
|
|
0.30
|
|
|
0.26
|
|
|
0.25
|
|
|||||
Book value
|
10.22
|
|
|
11.02
|
|
|
12.57
|
|
|
12.21
|
|
|
11.29
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
(b), (e)
|
$
|
6,695
|
|
|
$
|
6,634
|
|
|
$
|
5,132
|
|
|
$
|
4,625
|
|
|
$
|
2,952
|
|
Capital expenditures
(b)
|
3,044
|
|
|
10,905
|
|
|
8,066
|
|
|
5,648
|
|
|
4,542
|
|
|||||
Employees at year end
|
412
|
|
|
411
|
|
|
464
|
|
|
670
|
|
|
597
|
|
|||||
Shareholders of record at year end
|
527
|
|
|
540
|
|
|
575
|
|
|
619
|
|
|
669
|
|
|||||
Average shares outstanding - diluted
|
8,650
|
|
|
8,710
|
|
|
8,715
|
|
|
6,947
|
|
|
6,394
|
|
|||||
Stock Price
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Price range of common stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||
High
|
$
|
11.70
|
|
|
$
|
18.49
|
|
|
$
|
18.84
|
|
|
$
|
17.38
|
|
|
$
|
14.97
|
|
Low
|
6.42
|
|
|
6.20
|
|
|
13.14
|
|
|
12.53
|
|
|
10.21
|
|
|||||
Close
|
10.95
|
|
|
6.88
|
|
|
17.67
|
|
|
15.53
|
|
|
13.49
|
|
•
|
Estimated obsolete or unmarketable inventory. As of
December 31, 2016
and December 31, 2015, the Company identified inventory items with no sales or expected 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 less any estimated scrap proceeds. The Company reserved
$697,000
and
$658,000
at
December 31, 2016
and
December 31, 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, 2016
and
December 31, 2015
, the Company had
$269,000
and
$24,000
, respectively, reserved for physical inventory quantity losses.
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
90,215
|
|
|
100.0
|
%
|
|
$
|
114,908
|
|
|
100.0
|
%
|
|
$
|
134,304
|
|
|
100.0
|
%
|
Cost of goods sold
|
82,676
|
|
|
91.6
|
%
|
|
100,077
|
|
|
87.1
|
%
|
|
112,486
|
|
|
83.8
|
%
|
|||
Gross profit
|
7,539
|
|
|
8.4
|
%
|
|
14,831
|
|
|
12.9
|
%
|
|
21,818
|
|
|
16.2
|
%
|
|||
Selling, general and administrative expense
|
12,360
|
|
|
13.7
|
%
|
|
12,009
|
|
|
10.5
|
%
|
|
8,307
|
|
|
6.2
|
%
|
|||
Goodwill impairment
|
—
|
|
|
—
|
%
|
|
17,158
|
|
|
14.9
|
%
|
|
—
|
|
|
—
|
%
|
|||
Business interruption proceeds
|
—
|
|
|
—
|
%
|
|
(1,246
|
)
|
|
(1.1
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Loss on sale-leaseback
|
2,166
|
|
|
2.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Operating (loss) income
|
$
|
(6,987
|
)
|
|
(7.7
|
)%
|
|
$
|
(13,090
|
)
|
|
(11.4
|
)%
|
|
$
|
13,511
|
|
|
10.1
|
%
|
Year-end backlog - Storage tanks
|
$
|
9,878
|
|
|
|
|
$
|
9,964
|
|
|
|
|
$
|
12,229
|
|
|
|
|
a)
|
The Metals Segment recorded a pre-tax goodwill impairment charge of $17,158,000 in the fourth quarter of 2015. See the "Comparison of 2015 to 2014 - Metals Segment" section for further explanation.
|
b)
|
$2,166,000 in net charges associated with the loss recognized on three Metal Segment properties sold as part of the sale-leaseback transaction that took place during the third quarter. This amount is net of the deferred gain amortization of $60,000 recorded in the fourth quarter 2016.
|
c)
|
Lost contribution margin due to lower volumes across all segments as continued low oil and gas prices, as well as sustained lower levels of customer spending across all industrial classes, 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.
|
d)
|
As a result of continued low nickel prices during 2016, the Company experienced inventory margin compression of approximately $5,751,000 and $194,000 for the full-year and fourth quarter of 2016. This compares to inventory margin compression of approximately $6,872,000 and $2,012,000, respectively, for the same periods of 2015.
|
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.
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(Amounts in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
48,351
|
|
|
100.0
|
%
|
|
$
|
60,552
|
|
|
100.0
|
%
|
|
$
|
65,201
|
|
|
100.0
|
%
|
Cost of goods sold
|
38,884
|
|
|
80.4
|
%
|
|
50,064
|
|
|
82.7
|
%
|
|
54,089
|
|
|
83.0
|
%
|
|||
Gross profit
|
9,467
|
|
|
19.6
|
%
|
|
10,488
|
|
|
17.3
|
%
|
|
11,112
|
|
|
17.0
|
%
|
|||
Selling, general and administrative expense
|
4,579
|
|
|
9.5
|
%
|
|
4,823
|
|
|
8.0
|
%
|
|
4,982
|
|
|
7.6
|
%
|
|||
Loss on sale-leaseback
|
206
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Operating income
|
$
|
4,682
|
|
|
9.7
|
%
|
|
$
|
5,665
|
|
|
9.4
|
%
|
|
$
|
6,130
|
|
|
9.4
|
%
|
a)
|
Lower sales due to in-sourcing of several products by customers who were able to absorb production due to weak demand for their other products, as well as delayed ramp-up of several new products due primarily to customer scheduling; and
|
b)
|
Lower selling prices per pound for oil based products. With the reduction in oil prices, the Specialty Chemicals Segment's raw material costs decreased, which resulted in lower passed through material value as part of the billed selling prices.
|
•
|
Professional fees decreased $192,000 from the prior year resulting from additional professional services obtained in the prior year surrounding registration statement filing, goodwill impairment testing and valuation and SEC comment letter response;
|
•
|
Personnel costs were $590,000 higher as additional personnel were added during the third quarter of 2015 to strengthen the Company's corporate staff combined with normal annual rate increases;
|
•
|
Performance based bonuses increased $220,000 from the prior year. Pre-defined Adjusted EBITDA targets were not achieved in either year. However, the portion of the performance based bonus relating to personal goal achievements was higher in the current year;
|
•
|
One-time closing costs associated with the sale-leaseback transaction increased corporate expenses by $165,000 in 2016. These costs will not recur in future years; and
|
•
|
Directors' fees increased $203,000 for 2016 compared to 2015 as an additional director was added during 2016 along with increases to the annual retainer during 2016.
|
|
4th Quarter
|
|
Full-Year
|
||||
Metals Segment Operating (Income) Loss
|
$
|
(60,000
|
)
|
|
$
|
2,166,000
|
|
Specialty Chemicals Segment Operating (Income) Loss
|
(24,000
|
)
|
|
206,000
|
|
||
Unallocated Corporate Expenses
|
64,000
|
|
|
165,000
|
|
||
Total incremental costs
|
$
|
(20,000
|
)
|
|
$
|
2,537,000
|
|
•
|
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
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving credit facility
|
$
|
8,804
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,804
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on bank debt
|
481
|
|
|
231
|
|
|
231
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Capital lease
|
125
|
|
|
71
|
|
|
23
|
|
|
23
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
47,208
|
|
|
2,252
|
|
|
2,309
|
|
|
2,309
|
|
|
2,309
|
|
|
2,275
|
|
|
35,754
|
|
|||||||
Deferred compensation
(1)
|
200
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
17
|
|
|
99
|
|
|||||||
Total
|
$
|
56,818
|
|
|
$
|
2,575
|
|
|
$
|
2,584
|
|
|
$
|
11,176
|
|
|
$
|
2,338
|
|
|
$
|
2,292
|
|
|
$
|
35,853
|
|
(1)
|
For a description of the deferred compensation obligation, see Note 8 to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
|
•
|
$8,804,000 under a revolving line of credit with an availability of $30,466,000, expiring on February 28, 2019 with a variable interest rate of 2.62 percent.
|
•
|
An interest rate swap contract with a notional amount of $12,750,000 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 $31,000.
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,873
|
|
|
$
|
391,424
|
|
Accounts receivable, less allowance for doubtful accounts of $82,000 and $247,000, respectively
|
18,028,946
|
|
|
17,946,119
|
|
||
Inventories, net
|
|
|
|
||||
Raw materials
|
31,973,073
|
|
|
34,821,694
|
|
||
Work-in-process
|
9,897,857
|
|
|
5,096,515
|
|
||
Finished goods
|
18,928,579
|
|
|
23,897,426
|
|
||
Total inventories
|
60,799,509
|
|
|
63,815,635
|
|
||
Prepaid expenses and other current assets
|
7,272,569
|
|
|
2,704,958
|
|
||
Indemnified contingencies - see Note 13
|
11,339,888
|
|
|
238,278
|
|
||
Total current assets
|
97,503,785
|
|
|
85,096,414
|
|
||
|
|
|
|
||||
Cash value of life insurance
|
—
|
|
|
1,500,781
|
|
||
Property, plant and equipment, net
|
27,324,092
|
|
|
46,294,271
|
|
||
Goodwill
|
1,354,730
|
|
|
1,354,730
|
|
||
Intangible assets, net
|
12,308,838
|
|
|
14,745,825
|
|
||
Deferred charges, net and other non-current assets
|
146,618
|
|
|
51,469
|
|
||
|
|
|
|
||||
Total assets
|
$
|
138,638,063
|
|
|
$
|
149,043,490
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
16,684,508
|
|
|
$
|
12,265,930
|
|
Accrued expenses
|
16,087,434
|
|
|
9,992,868
|
|
||
Current portion of long-term debt
|
—
|
|
|
4,533,908
|
|
||
Total current liabilities
|
32,771,942
|
|
|
26,792,706
|
|
||
|
|
|
|
||||
Long-term debt, less unamortized debt issuance costs of $0 and $135,915, respectively
|
8,804,206
|
|
|
23,409,886
|
|
||
Long-term deferred gain, sale-leaseback
|
6,267,623
|
|
|
—
|
|
||
Deferred income taxes
|
1,609,492
|
|
|
3,016,954
|
|
||
Other long-term liabilities
|
592,245
|
|
|
669,650
|
|
||
|
|
|
|
||||
Shareholders' equity
|
|
|
|
||||
Common stock, par value $1 per share - authorized 24,000,000 shares; issued 10,300,000 shares
|
10,300,000
|
|
|
10,300,000
|
|
||
Capital in excess of par value
|
34,714,206
|
|
|
34,476,240
|
|
||
Retained earnings
|
57,936,533
|
|
|
65,029,474
|
|
||
|
102,950,739
|
|
|
109,805,714
|
|
||
Less cost of common stock in treasury - 1,630,690 and 1,663,314 shares, respectively
|
14,358,184
|
|
|
14,651,420
|
|
||
Total shareholders' equity
|
88,592,555
|
|
|
95,154,294
|
|
||
Commitments and contingencies – see Note 13
|
|
|
|
||||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
138,638,063
|
|
|
$
|
149,043,490
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
138,565,782
|
|
|
$
|
175,460,438
|
|
|
$
|
199,504,628
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
121,661,303
|
|
|
150,141,663
|
|
|
166,575,146
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
16,904,479
|
|
|
25,318,775
|
|
|
32,929,482
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expense
|
22,672,872
|
|
|
21,937,988
|
|
|
16,529,438
|
|
|||
Acquisition related costs
|
106,227
|
|
|
499,761
|
|
|
301,715
|
|
|||
Business interruption proceeds
|
—
|
|
|
(1,246,024
|
)
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
17,158,249
|
|
|
—
|
|
|||
Loss on sale-leaseback
|
2,371,778
|
|
|
—
|
|
|
—
|
|
|||
Operating (loss) income
|
(8,246,398
|
)
|
|
(13,031,199
|
)
|
|
16,098,329
|
|
|||
Other (income) and expense
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
932,572
|
|
|
1,352,806
|
|
|
1,150,940
|
|
|||
Change in fair value of interest rate swap
|
12,997
|
|
|
41,580
|
|
|
425,543
|
|
|||
Specialty and Palmer earn-out adjustments
|
—
|
|
|
(4,897,448
|
)
|
|
(3,476,197
|
)
|
|||
Casualty insurance gain
|
—
|
|
|
(923,470
|
)
|
|
—
|
|
|||
Other, net
|
—
|
|
|
(134,389
|
)
|
|
(6,744
|
)
|
|||
(Loss) income before income taxes
|
(9,191,967
|
)
|
|
(8,470,278
|
)
|
|
18,004,787
|
|
|||
(Benefit from) provision for income taxes
|
(2,198,000
|
)
|
|
1,799,000
|
|
|
5,386,000
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income from continuing operations
|
(6,993,967
|
)
|
|
(10,269,278
|
)
|
|
12,618,787
|
|
|||
|
|
|
|
|
|
||||||
Net loss from discontinued operations, net of tax
|
(99,334
|
)
|
|
(1,251,058
|
)
|
|
(7,156,524
|
)
|
|||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(7,093,301
|
)
|
|
$
|
(11,520,336
|
)
|
|
$
|
5,462,263
|
|
|
|
|
|
|
|
||||||
Net (loss) income per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.81
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
Diluted
|
$
|
(0.81
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
|
|
|
|
|
|
|
|
|||
Net loss per diluted common share from discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.01
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
Diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
|
Common Stock
|
|
Capital in Excess of
Par Value
|
|
Retained Earnings
|
|
Cost of Common Stock in Treasury
|
|
Total
|
||||||||||
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
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(7,093,301
|
)
|
|
—
|
|
|
(7,093,301
|
)
|
|||||
Dividend on stock grant forfeiture
|
—
|
|
|
—
|
|
|
360
|
|
|
—
|
|
|
360
|
|
|||||
Issuance of 62,124 shares of common stock from the treasury
|
—
|
|
|
(221,507
|
)
|
|
—
|
|
|
547,125
|
|
|
325,618
|
|
|||||
Employee stock option and grant compensation
|
—
|
|
|
459,473
|
|
|
—
|
|
|
—
|
|
|
459,473
|
|
|||||
Purchase of 29,500 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(253,889
|
)
|
|
(253,889
|
)
|
|||||
Balance at December 31, 2016
|
$
|
10,300,000
|
|
|
$
|
34,714,206
|
|
|
$
|
57,936,533
|
|
|
$
|
(14,358,184
|
)
|
|
$
|
88,592,555
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(7,093,301
|
)
|
|
$
|
(11,520,336
|
)
|
|
$
|
5,462,263
|
|
Income from discontinued operations, net of tax
|
99,334
|
|
|
1,251,058
|
|
|
7,156,524
|
|
|||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation expense
|
4,235,203
|
|
|
4,356,911
|
|
|
3,724,757
|
|
|||
Amortization expense
|
2,459,787
|
|
|
2,277,480
|
|
|
1,407,149
|
|
|||
Non-cash interest expense on debt issuance costs
|
72,290
|
|
|
120,521
|
|
|
59,246
|
|
|||
Goodwill impairment
|
—
|
|
|
17,158,249
|
|
|
—
|
|
|||
Deferred income taxes
|
(1,407,462
|
)
|
|
150,462
|
|
|
796,916
|
|
|||
Earn-out adjustments
|
—
|
|
|
(4,897,448
|
)
|
|
(3,476,197
|
)
|
|||
(Reduction of) provision for losses on accounts receivable
|
(45,151
|
)
|
|
60,855
|
|
|
72,100
|
|
|||
Provision for losses on inventories
|
983,505
|
|
|
2,003,885
|
|
|
2,548,196
|
|
|||
Loss (gain) on sale of property, plant and equipment
|
2,294,917
|
|
|
(18,277
|
)
|
|
26,800
|
|
|||
Amortization of gain on sale-leaseback
|
(83,569
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred rent adjustment on sale-leaseback
|
101,633
|
|
|
—
|
|
|
—
|
|
|||
Casualty insurance gain
|
—
|
|
|
(923,470
|
)
|
|
—
|
|
|||
Change in cash value of life insurance
|
1,502
|
|
|
(82,504
|
)
|
|
(39,093
|
)
|
|||
Change in fair value of interest rate swap
|
(277,430
|
)
|
|
41,581
|
|
|
425,543
|
|
|||
Change in environmental reserves
|
140,520
|
|
|
(25,000
|
)
|
|
(50,000
|
)
|
|||
Issuance of treasury stock for director fees
|
330,000
|
|
|
118,762
|
|
|
110,501
|
|
|||
Employee stock option and grant compensation
|
459,473
|
|
|
521,695
|
|
|
364,157
|
|
|||
Dividend on stock grant forfeiture
|
360
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(37,676
|
)
|
|
11,380,941
|
|
|
3,448,709
|
|
|||
Inventories
|
2,032,621
|
|
|
4,173,337
|
|
|
(3,298,982
|
)
|
|||
Other assets and liabilities
|
(11,531,707
|
)
|
|
(718,787
|
)
|
|
(1,164,297
|
)
|
|||
Accounts payable
|
4,418,578
|
|
|
(9,122,368
|
)
|
|
7,820,957
|
|
|||
Accrued expenses
|
9,441,925
|
|
|
(2,034,303
|
)
|
|
3,995,534
|
|
|||
Accrued income taxes
|
(1,294,557
|
)
|
|
3,038,362
|
|
|
(1,287,007
|
)
|
|||
Net cash provided by continuing operating activities
|
5,300,795
|
|
|
17,311,606
|
|
|
28,103,776
|
|
|||
Net cash (used in) provided by discontinued operating activities
|
(3,843,137
|
)
|
|
(849,974
|
)
|
|
785,249
|
|
|||
Net cash provided by operating activities
|
1,457,658
|
|
|
16,461,632
|
|
|
28,889,025
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
(3,044,411
|
)
|
|
(10,905,230
|
)
|
|
(8,065,992
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
22,215,362
|
|
|
21,500
|
|
|
8,000
|
|
|||
MUSA escrow deposit
|
(3,000,000
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Specialty
|
—
|
|
|
—
|
|
|
(31,490,433
|
)
|
|||
Cash received from Specialty acquisition
|
—
|
|
|
—
|
|
|
12,960
|
|
|||
Proceeds from casualty insurance
|
—
|
|
|
1,219,048
|
|
|
—
|
|
|||
Proceeds from life insurance policies
|
1,502,283
|
|
|
720,518
|
|
|
—
|
|
|||
Net cash provided by (used in) continuing investing activities
|
17,673,234
|
|
|
(8,944,164
|
)
|
|
(39,535,465
|
)
|
|||
Net cash provided by discontinued investing activities
|
—
|
|
|
—
|
|
|
3,139,106
|
|
|||
Net cash provided by (used in) investing activities
|
17,673,234
|
|
|
(8,944,164
|
)
|
|
(36,396,359
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Net borrowings from line of credit
|
6,928,640
|
|
|
990,929
|
|
|
884,637
|
|
|||
Borrowings from long-term debt
|
—
|
|
|
—
|
|
|
10,000,000
|
|
|||
Payments on long-term debt
|
(26,068,228
|
)
|
|
(4,700,570
|
)
|
|
(2,533,903
|
)
|
|||
Payments on capital lease obligation
|
(65,966
|
)
|
|
(13,355
|
)
|
|
—
|
|
|||
Proceeds from exercised stock options
|
—
|
|
|
8,302
|
|
|
42,017
|
|
|||
Dividends paid
|
—
|
|
|
(2,617,513
|
)
|
|
(2,632,537
|
)
|
|||
Purchase of common stock
|
(253,889
|
)
|
|
(820,460
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(19,459,443
|
)
|
|
(7,152,667
|
)
|
|
5,760,214
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(328,551
|
)
|
|
364,801
|
|
|
(1,747,120
|
)
|
|||
Cash and cash equivalents at beginning of year
|
391,424
|
|
|
26,623
|
|
|
1,773,743
|
|
|||
Cash and cash equivalents at end of year
|
$
|
62,873
|
|
|
$
|
391,424
|
|
|
$
|
26,623
|
|
•
|
Estimated obsolete or unmarketable inventory. As of
December 31, 2016
and
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 less any estimated scrap proceeds. The Company reserved
$697,000
and
$658,000
at
December 31, 2016
and
December 31, 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, 2016
and
December 31, 2015
, the Company had
$269,000
and
$24,000
, respectively, reserved for physical inventory quantity losses.
|
|
|
Level 3 Inputs
|
||
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
|
|
$
|
—
|
|
|
2016
|
|
2015
|
||||
Land
(1)
|
$
|
62,916
|
|
|
$
|
1,819,736
|
|
Land improvements
(1)
|
120,915
|
|
|
852,976
|
|
||
Buildings
(1)
|
641,526
|
|
|
24,631,349
|
|
||
Machinery, fixtures and equipment
|
66,099,880
|
|
|
61,928,770
|
|
||
Machinery and equipment under capital lease
|
199,767
|
|
|
107,287
|
|
||
Construction-in-progress
|
5,418,397
|
|
|
7,158,098
|
|
||
|
72,543,401
|
|
|
96,498,216
|
|
||
Less accumulated depreciation
|
45,219,309
|
|
|
50,203,945
|
|
||
Property, plant and equipment, net
|
$
|
27,324,092
|
|
|
$
|
46,294,271
|
|
|
Specialty Chemicals Segment
|
|
Metals Segment
|
|
Total
|
||||||
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
|
|
Balance at December 31, 2016
|
$
|
1,354,730
|
|
|
$
|
—
|
|
|
$
|
1,354,730
|
|
|
2016
|
|
2015
|
||||
$45,000,000 Revolving line of credit, due February 28, 2019
|
$
|
8,804,206
|
|
|
$
|
—
|
|
$40,000,000 Revolving line of credit due November 21, 2017
|
—
|
|
|
1,875,566
|
|
||
$10,000,000 Term loan, due November 21, 2019
|
—
|
|
|
7,833,333
|
|
||
$22,500,000 Term loan, due August 21, 2022
|
—
|
|
|
15,000,000
|
|
||
$4,033,250 Mortgage, due August 19, 2023
|
—
|
|
|
3,370,810
|
|
||
|
8,804,206
|
|
|
28,079,709
|
|
||
Less current portion
|
—
|
|
|
4,533,908
|
|
||
Less unamortized debt issuance costs
|
—
|
|
|
135,915
|
|
||
Long-term debt, less current portion
|
$
|
8,804,206
|
|
|
$
|
23,409,886
|
|
|
2016
|
|
2015
|
||||
Indemnified legal judgment (See Note 13)
|
$
|
11,000,000
|
|
|
$
|
—
|
|
Salaries, wages and commissions
|
2,133,814
|
|
|
1,941,547
|
|
||
Facility closing reserves
|
—
|
|
|
3,000,000
|
|
||
Taxes, other than income taxes
|
479,870
|
|
|
744,880
|
|
||
Current portion of pension liability from the closure of Bristol Fab
|
—
|
|
|
643,802
|
|
||
Advances from customers
|
571,738
|
|
|
637,597
|
|
||
Insurance
|
209,000
|
|
|
629,625
|
|
||
Professional fees
|
40,073
|
|
|
531,694
|
|
||
EPA liability
|
—
|
|
|
368,690
|
|
||
Warranty reserve
|
180,000
|
|
|
254,516
|
|
||
Interest rate swap liability
|
—
|
|
|
246,145
|
|
||
Benefit plans
|
159,253
|
|
|
181,694
|
|
||
Customer rebate liability
|
157,445
|
|
|
157,988
|
|
||
Current portion, environmental reserves
|
184,887
|
|
|
101,000
|
|
||
Current portion, deferred gain sale-leaseback
|
334,273
|
|
|
—
|
|
||
Other accrued items
|
637,081
|
|
|
553,690
|
|
||
Total accrued expenses
|
$
|
16,087,434
|
|
|
$
|
9,992,868
|
|
|
Weighted
Average
Exercise
Price
|
|
Options
Outstanding
|
|
Weighted
Average
Contractual
Term
(in years)
|
|
Intrinsic
Value of
Options
|
|
Options
Available
|
||||||
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
|
|
Exercised
|
$
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
Expired
|
$
|
16.01
|
|
|
(937
|
)
|
|
|
|
|
|
937
|
|
||
At December 31, 2016
|
$
|
12.77
|
|
|
173,048
|
|
|
5.4
|
|
$
|
—
|
|
|
152,965
|
|
Exercisable options
|
$
|
12.12
|
|
|
129,762
|
|
|
4.8
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Options expected to vest:
|
|
|
|
|
|
|
|
|
Grant Date Fair Value
|
|
|
|
|||
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
|
$
|
13.76
|
|
|
85,960
|
|
|
7.3
|
|
$
|
6.57
|
|
|
|
|
Vested
|
$
|
12.71
|
|
|
(41,737
|
)
|
|
|
|
$
|
6.91
|
|
|
|
|
Forfeited unvested options
|
$
|
16.01
|
|
|
(937
|
)
|
|
|
|
|
|
|
|||
At December 31, 2016
|
$
|
14.72
|
|
|
43,286
|
|
|
7.1
|
|
$
|
6.24
|
|
|
|
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
|
|
|
4.06
|
|
82,342
|
|
|
$
|
11.55
|
|
$
|
11.35
|
|
|
25,076
|
|
|
$
|
11.35
|
|
|
5.10
|
|
19,879
|
|
|
$
|
11.35
|
|
$
|
13.70
|
|
|
27,801
|
|
|
$
|
13.70
|
|
|
6.10
|
|
17,141
|
|
|
$
|
13.70
|
|
$
|
14.76
|
|
|
9,260
|
|
|
$
|
14.76
|
|
|
7.14
|
|
3,704
|
|
|
$
|
14.76
|
|
$
|
16.01
|
|
|
28,569
|
|
|
$
|
16.01
|
|
|
8.11
|
|
6,696
|
|
|
$
|
16.01
|
|
|
|
|
173,048
|
|
|
|
|
|
|
|
129,762
|
|
|
|
|
(Amounts in thousands)
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Sale leaseback deferred gain
|
$
|
2,387
|
|
|
$
|
—
|
|
Inventory valuation reserves
|
379
|
|
|
699
|
|
||
Allowance for doubtful accounts
|
29
|
|
|
61
|
|
||
Inventory capitalization
|
1,781
|
|
|
1,692
|
|
||
Environmental reserves
|
199
|
|
|
175
|
|
||
Interest rate swap
|
15
|
|
|
41
|
|
||
Warranty accrual
|
62
|
|
|
88
|
|
||
Deferred compensation
|
61
|
|
|
64
|
|
||
Accrued bonus
|
337
|
|
|
338
|
|
||
Accrued expenses
|
78
|
|
|
1,403
|
|
||
State net operating loss carryforwards
|
1,725
|
|
|
1,616
|
|
||
Other
|
389
|
|
|
423
|
|
||
Total deferred tax assets
|
7,442
|
|
|
6,600
|
|
||
Valuation allowance
|
(1,790
|
)
|
|
(1,694
|
)
|
||
Total net deferred tax assets
|
5,652
|
|
|
4,906
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Tax over book depreciation and amortization
|
6,947
|
|
|
7,609
|
|
||
Prepaid expenses
|
211
|
|
|
312
|
|
||
Other
|
103
|
|
|
2
|
|
||
Total deferred tax liabilities
|
7,261
|
|
|
7,923
|
|
||
Net deferred tax liabilities
|
$
|
(1,609
|
)
|
|
$
|
(3,017
|
)
|
(Amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(981
|
)
|
|
$
|
1,414
|
|
|
$
|
3,933
|
|
State
|
191
|
|
|
235
|
|
|
656
|
|
|||
Total current
|
(790
|
)
|
|
1,649
|
|
|
4,589
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(1,329
|
)
|
|
(48
|
)
|
|
964
|
|
|||
State
|
(79
|
)
|
|
198
|
|
|
(167
|
)
|
|||
Total deferred
|
(1,408
|
)
|
|
150
|
|
|
797
|
|
|||
Total
|
$
|
(2,198
|
)
|
|
$
|
1,799
|
|
|
$
|
5,386
|
|
(Amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||
Tax at U.S. statutory rates
|
$
|
(3,125
|
)
|
|
34.0
|
%
|
|
$
|
(2,881
|
)
|
|
34.0
|
%
|
|
$
|
6,302
|
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
(49
|
)
|
|
0.5
|
%
|
|
285
|
|
|
(3.4
|
)%
|
|
324
|
|
|
1.8
|
%
|
|||
State valuation allowance
|
96
|
|
|
(1.0
|
)%
|
|
94
|
|
|
(1.1
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Life insurance cash surrender value
|
504
|
|
|
(5.5
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Earn-out adjustments
|
—
|
|
|
—
|
%
|
|
(857
|
)
|
|
10.1
|
%
|
|
(1,217
|
)
|
|
(6.8
|
)%
|
|||
Manufacturing exemption
|
—
|
|
|
—
|
%
|
|
(188
|
)
|
|
2.2
|
%
|
|
(458
|
)
|
|
(2.5
|
)%
|
|||
Stock option compensation
|
46
|
|
|
(0.5
|
)%
|
|
95
|
|
|
(1.1
|
)%
|
|
91
|
|
|
0.5
|
%
|
|||
Uncertain tax positions
|
—
|
|
|
—
|
%
|
|
(139
|
)
|
|
1.6
|
%
|
|
139
|
|
|
0.8
|
%
|
|||
Goodwill impairment
|
—
|
|
|
—
|
%
|
|
5,405
|
|
|
(63.8
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Other, net
|
330
|
|
|
(3.6
|
)%
|
|
(15
|
)
|
|
0.2
|
%
|
|
205
|
|
|
1.1
|
%
|
|||
Total
|
$
|
(2,198
|
)
|
|
23.9
|
%
|
|
$
|
1,799
|
|
|
(21.3
|
)%
|
|
$
|
5,386
|
|
|
29.9
|
%
|
(Amounts in thousands)
|
Unrecognized Tax Benefit
|
|
Interest and Penalties
|
|
Total
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Increases related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Decreases related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Increases related to current year tax position
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Settlements during period
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Lapse of statute of limitations
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year ending December 31:
|
|
||
2017
|
$
|
70,656
|
|
2018
|
23,076
|
|
|
2019
|
23,076
|
|
|
2020
|
7,692
|
|
|
2021
|
—
|
|
|
Total minimum lease payments
|
124,500
|
|
|
Less imputed interest costs
|
4,053
|
|
|
Present value of net minimum lease payments
|
$
|
120,447
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income from continuing operations
|
$
|
(6,993,967
|
)
|
|
$
|
(10,269,278
|
)
|
|
$
|
12,618,787
|
|
Net loss from discontinued operations, net of tax
|
$
|
(99,334
|
)
|
|
$
|
(1,251,058
|
)
|
|
$
|
(7,156,524
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Denominator for basic earnings per share - weighted average shares
|
8,649,745
|
|
|
8,710,361
|
|
|
8,702,094
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
Employee stock options and stock grants
|
—
|
|
|
—
|
|
|
13,008
|
|
|||
Denominator for diluted earnings per share - weighted average shares
|
8,649,745
|
|
|
8,710,361
|
|
|
8,715,102
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.81
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
Diluted
|
$
|
(0.81
|
)
|
|
$
|
(1.18
|
)
|
|
$
|
1.45
|
|
|
|
|
|
|
|
||||||
Net loss per share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.01
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
Diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.82
|
)
|
(Amounts in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
||||||
Metals Segment
|
$
|
90,215
|
|
|
$
|
114,908
|
|
|
$
|
134,304
|
|
Specialty Chemicals Segment
|
48,351
|
|
|
60,552
|
|
|
65,201
|
|
|||
|
$
|
138,566
|
|
|
$
|
175,460
|
|
|
$
|
199,505
|
|
Operating (loss) income
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
(4,821
|
)
|
|
$
|
2,822
|
|
|
$
|
13,511
|
|
Goodwill impairment
|
—
|
|
|
(17,158
|
)
|
|
—
|
|
|||
Business interruption proceeds
|
—
|
|
|
1,246
|
|
|
—
|
|
|||
Loss on sale-leaseback
|
(2,166
|
)
|
|
—
|
|
|
—
|
|
|||
Total Metals Segment
|
(6,987
|
)
|
|
(13,090
|
)
|
|
13,511
|
|
|||
Specialty Chemicals Segment
|
4,888
|
|
|
5,665
|
|
|
6,130
|
|
|||
Loss on sale-leaseback
|
(206
|
)
|
|
—
|
|
|
—
|
|
|||
Total Specialty Chemicals Segment
|
4,682
|
|
|
5,665
|
|
|
6,130
|
|
|||
Unallocated straight line lease cost
|
(102
|
)
|
|
—
|
|
|
—
|
|
|||
|
(2,407
|
)
|
|
(7,425
|
)
|
|
19,641
|
|
|||
Less unallocated corporate expenses
|
5,733
|
|
|
5,106
|
|
|
3,241
|
|
|||
Acquisition related costs
|
106
|
|
|
500
|
|
|
302
|
|
|||
Operating (loss) income
|
(8,246
|
)
|
|
(13,031
|
)
|
|
16,098
|
|
|||
Interest expense
|
933
|
|
|
1,353
|
|
|
1,151
|
|
|||
Change in fair value of interest rate swap
|
13
|
|
|
42
|
|
|
426
|
|
|||
Specialty and Palmer earn-out adjustments
|
—
|
|
|
(4,897
|
)
|
|
(3,476
|
)
|
|||
Casualty insurance gain
|
—
|
|
|
(923
|
)
|
|
—
|
|
|||
Other income, net
|
—
|
|
|
(136
|
)
|
|
(8
|
)
|
|||
(Loss) income before income taxes
|
$
|
(9,192
|
)
|
|
$
|
(8,470
|
)
|
|
$
|
18,005
|
|
|
|
|
|
|
|
||||||
Identifiable assets
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
109,689
|
|
|
$
|
112,749
|
|
|
|
||
Specialty Chemicals Segment
|
22,908
|
|
|
33,391
|
|
|
|
||||
Corporate
|
6,041
|
|
|
2,903
|
|
|
|
||||
|
$
|
138,638
|
|
|
$
|
149,043
|
|
|
|
||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
5,133
|
|
|
$
|
5,173
|
|
|
$
|
4,078
|
|
Specialty Chemicals Segment
|
1,449
|
|
|
1,376
|
|
|
974
|
|
|||
Corporate
|
113
|
|
|
85
|
|
|
80
|
|
|||
|
$
|
6,695
|
|
|
$
|
6,634
|
|
|
$
|
5,132
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
2,201
|
|
|
$
|
7,399
|
|
|
$
|
3,123
|
|
Specialty Chemicals Segment
|
476
|
|
|
3,439
|
|
|
4,913
|
|
|||
Corporate
|
367
|
|
|
67
|
|
|
30
|
|
|||
|
$
|
3,044
|
|
|
$
|
10,905
|
|
|
$
|
8,066
|
|
Sales by product group
|
|
|
|
|
|
||||||
Specialty chemicals
|
$
|
48,351
|
|
|
$
|
60,552
|
|
|
$
|
65,201
|
|
Stainless steel pipe
|
56,066
|
|
|
77,850
|
|
|
101,035
|
|
|||
Seamless carbon steel pipe and tube
|
14,913
|
|
|
18,013
|
|
|
2,524
|
|
|||
Liquid storage tanks and separation equipment
|
19,236
|
|
|
19,045
|
|
|
30,745
|
|
|||
|
$
|
138,566
|
|
|
$
|
175,460
|
|
|
$
|
199,505
|
|
Geographic sales
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
132,313
|
|
|
$
|
167,185
|
|
|
$
|
191,032
|
|
Elsewhere
|
6,253
|
|
|
8,275
|
|
|
8,473
|
|
|||
|
$
|
138,566
|
|
|
$
|
175,460
|
|
|
$
|
199,505
|
|
(Amounts in thousands except for per share data)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales from continuing operations
|
$
|
36,312
|
|
|
$
|
34,907
|
|
|
$
|
34,297
|
|
|
$
|
33,050
|
|
Gross profit from continuing operations
|
4,718
|
|
|
3,998
|
|
|
4,504
|
|
|
3,684
|
|
||||
Net loss from continuing operations
|
(1,367
|
)
|
|
(1,584
|
)
|
|
(2,608
|
)
|
|
(1,435
|
)
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
||||
Net loss
|
(1,367
|
)
|
|
(1,683
|
)
|
|
(2,608
|
)
|
|
(1,435
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
(0.16
|
)
|
|
(0.18
|
)
|
|
(0.30
|
)
|
|
(0.17
|
)
|
||||
Diluted
|
(0.16
|
)
|
|
(0.18
|
)
|
|
(0.30
|
)
|
|
(0.17
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share from discontinued operations
|
|
|
|
|
|
|
|
||||||||
Basic
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
Diluted
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
)
|
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
|
|
|
2014
|
||
Pro-forma revenues from continuing operations
|
$
|
228,647,000
|
|
Pro-forma net income from continuing operations
|
8,928,000
|
|
|
Earnings per share from continuing operations:
|
|
||
Basic
|
$
|
1.85
|
|
Diluted
|
$
|
1.85
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,963,078
|
|
Loss before income taxes
|
$
|
(150,334
|
)
|
|
$
|
(1,902,058
|
)
|
|
$
|
(10,963,524
|
)
|
Benefit from income taxes
|
(51,000
|
)
|
|
(651,000
|
)
|
|
(3,807,000
|
)
|
|||
Net loss from discontinued operations
|
$
|
(99,334
|
)
|
|
$
|
(1,251,058
|
)
|
|
$
|
(7,156,524
|
)
|
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
|
|
173,048
|
|
|
$
|
12.77
|
|
|
235,611
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
173,048
|
|
|
$
|
12.77
|
|
|
235,611
|
|
(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, 2016
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
247,000
|
|
|
$
|
(45,000
|
)
|
|
$
|
(120,000
|
)
|
|
$
|
82,000
|
|
Inventory reserves
|
|
$
|
682,000
|
|
|
$
|
984,000
|
|
|
$
|
(700,000
|
)
|
|
$
|
966,000
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
By
/s/ Craig C. Bram
Craig C. Bram
President and Chief Executive Officer
(principal executive officer)
|
March 14, 2017
Date
|
|
|
By
/s/ Dennis M. Loughran
Dennis M. Loughran
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
March 14, 2017
Date
|
|
|
By
/s/ Richard D. Sieradzki
Richard D. Sieradzki
Chief Accounting Officer
(principal accounting officer)
|
March 14, 2017
Date
|
By
/s/ Murray H. Wright
Murray H. Wright
Chairman of the Board
|
March 14, 2017
Date
|
|
|
By
/s/ Anthony A. Callander
Anthony A. Callander
Director
|
March 14, 2017
Date
|
|
|
By
/s/ Amy J. Michtich
Amy J. Michtich
Director
|
March 14, 2017
Date
|
|
|
By
/s/ James W. Terry, Jr.
James W. Terry, Jr.
Director
|
March 14, 2017
Date
|
|
|
By
/s/ Henry L. Guy
Henry L. Guy
Director
|
March 14, 2017
Date
|
|
|
By
/s/ Susan S. Gayner
Susan S. Gayner
Director
|
March 14, 2017
Date
|
|
|
By
/s/ Vincent W. White
Vincent W. White
Director
|
March 14, 2017
Date
|
|
|
By
/s/ Craig C. Bram
Craig C. Bram
Chief Executive Officer and Director
|
March 14, 2017
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, incorporated by reference to Registrant's Form 10-K for the year ended December 31, 2015
|
10.9
|
|
|
2016 Short-Term Cash Incentive and Restricted Stock Incentive Plan
|
10.10
|
|
|
Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steelworkers of America Local 4586, dated February 1, 2015, incorporated by reference to Registrant's From 10-K for the year ended December 31, 2015
|
10.11
|
|
|
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
|
10.12
|
|
|
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
|
10.13
|
|
|
Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 5852-22, dated October 1, 2013, as amended March 1, 2017
|
10.14
|
|
|
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
|
10.15
|
|
|
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
|
10.16
|
|
|
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
|
10.17
|
|
|
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.
|
10.18
|
|
|
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
|
1.
|
Purpose
. This Executive 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”), 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 (1) interpret all provisions of this Incentive Plan consistent with law and the Restricted Stock Plan, (2) to adopt, amend, and rescind general and special rules and regulations for its administration, and (3) 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 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 Short Term Cash Incentive and the Long Term Incentive (both as a percentage of Base Salary).
|
4.
|
Short Term Cash Incentive
.
|
A.
|
Components
: The Short Term Cash Incentive has two components:
an annual Adjusted EBITDA Performance metric
(70% of total) and an
annual goal achievement metric
(30% of total). The table below illustrates Total Short Term Cash Incentive as a percentage of base salary when both components are achieved. Exhibit A details each Executive, their corresponding level, Adjusted EBITDA metrics and annual goals.
|
Total Short Term Cash Incentive
|
|||
Incentive as a % of Base Salary
|
Threshold
Performance
|
Target
Performance
|
Maximum
Performance
|
Level 1
|
60%
|
65%
|
100%
|
Level 2
|
42%
|
65%
|
85%
|
Level 3
|
35%
|
50%
|
72%
|
Level 4
|
30%
|
50%
|
60%
|
A.
|
Adjusted EBITDA Performance Metric
. 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. Threshold and Maximum Adjusted EBITDA are calculated as a percentage of the Target Adjusted EBITDA as approved by the Committee. The Adjusted EBITDA component of the Short Term Cash Incentive will be based on a percentage of Base Salary for each Executive Level as applicable (see chart below).
|
B.
|
Goal Achievement Metric
: At the beginning of each year, Management will propose annual goals for each Executive to the Committee for review and approval. The Achieved Goals component of the Short Term Cash Incentive will be based on a percentage of Base Salary for each Executive Level as applicable (see chart below).
|
5.
|
Long Term Incentive (“LTI”)
.
|
A.
|
Components
: The LTI has two components: a
Time Based metric
(50% of total) and a
Performance Based metric
(50% of total). The total LTI will be based on a percentage of Base Salary for each Executive Level as applicable (see chart below). The number of shares will be determined by an average of the High and Low Synalloy stock price on the day prior to the restricted stock grant. Exhibit A details each Executive, their corresponding level, and Adjusted EBITDA metrics.
|
Long Term Incentive
|
||||
Incentive as a % of Base Salary
|
Total Long Term Incentive
|
|
Time Based Incentive
|
Performance Based Incentive
|
Level 1
|
65.0%
|
|
32.5%
|
32.5%
|
Level 2
|
45.0%
|
|
22.5%
|
22.5%
|
Level 3
|
25.0%
|
|
12.5%
|
12.5%
|
Level 4
|
12.5%
|
|
6.25%
|
6.25%
|
A.
|
LTI: Time Based Incentive
: The Time Based Incentive is intended to be a reward and retention tool for the Company Executives. The restricted stock calculation is based on a percentage of base salary by Executive Level. The grant date is generally in February at the beginning of Year 1 as approved by the Committee. The restricted stock should have a three year vesting period with 33.3% vesting each year.
|
B.
|
LTI: Performance Based Incentive
: The Performance Based Incentive is a Three Year Cumulative Adjusted EBITDA
|
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 annual or three year Adjusted EBITDA Targets that are established at the beginning of the fiscal year. Upon consultation with the CEO and division Presidents, the Committee may amend the applicable Adjusted EBITDA Targets to account for any and all mid-year acquisitions.
|
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 prior to March 15th of the year following the Company’s fiscal year end. This Incentive Plan shall be governed by the laws of the Commonwealth of Virginia.
|
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.
|
Article
|
Page
|
|
PREAMBLE
|
1
|
|
ARTICLE I - PURPOSE AND INTENT
|
1
|
|
ARTICLE II - RECOGNITION AND DUES
|
1
|
|
Section 1 - Bargaining Unit
|
1
|
|
Section 2 - Union Membership
|
1
|
|
Section 3 - Check Off
|
2
|
|
ARTICLE III - MANAGEMENT RIGHTS
|
2
|
|
The Company retains the exclusive right to manage the business and plant, and to direct the working force. The Company, in the exercise of its rights, shall observe the provisions of this Agreement. The right to manage the business and plant, and to direct the working force includes the right to hire, establish work schedules, and make, modify and enforce rules governing the conduct and performance of employees, the right to discipline, suspend, or discharge for legitimate reasons, and the right to lay employees off due to lack of work or other legitimate reasons, except as limited by this Agreement. These rights are vested exclusively in the Company, provided that this will not be used for purpose of discrimination against any employee. Consideration shall be given to the workforce and normal duties of their jobs.
|
2
|
|
ARTICLE IV - RESPONSIBILITIES OF THE PARTIES
|
2
|
|
ARTICLE IVa - UNION RESPONSIBILITIES
|
3
|
|
ARTICLE V - WAGES
|
4
|
|
Section 1 - Wage Rates
|
4
|
|
Section 2 - Wage Payment
|
4
|
|
Section 3 - Inter-Departmental Transfers
|
4
|
|
Section 4 - Pay on Day of Injury
|
4
|
|
Section 5 - Jury Duty
|
5
|
|
Section 6 - Funeral Leave
|
5
|
|
Section 7 - Plant Shutdown/Severance Pay
|
6
|
|
ARTICLE VI - HOURS OF WORK
|
7
|
|
Section 1 - Workweek/Workday
|
7
|
|
Section 2 - Work Stations
|
7
|
|
Section 3 - Continuous Process
|
7
|
|
Section 4 - Overtime Payment
|
7
|
|
Section 5 - Overtime Work
|
8
|
|
Section 6 - Overtime Performance
|
8
|
|
Section 7 - Non Availability of Work
|
8
|
|
Section 8 - Reporting to Work
|
9
|
|
Section 9 - Work Hours
|
9
|
|
ARTICLE VII - Holidays
|
9
|
|
Section 1 - Holiday Schedule
|
9
|
|
Section 2 - Holiday Pay
|
10
|
|
Section 3 - Holiday Pay on Regular Scheduled Workday
|
10
|
|
Section 4 - Pay Requirements
|
10
|
|
Section 5 - Holiday Pay for Partial Work Day
|
10
|
|
ARTICLE VIII - Vacations
|
10
|
|
Section 1 - Vacation Eligibility
|
10
|
|
APPENDIX C WORK RULES
|
29
|
|
APPENDIX D CREW LEADERS
|
32
|
|
APPENDIX E EMPLOYEE RATES AND EVALUATION PROCESS
|
33
|
|
APPENDIX F SAFETY RULES POLICY-Proposal
|
34
|
|
APPENDIX G LETTER AGREEMENTS
|
35
|
|
A.
|
Following the Effective Date of this Agreement, each employee who is a member of the Union in good standing and each employee who becomes a member after that date shall, as a condition of employment, maintain membership in the Union.
|
B.
|
Each employee hired after the Effective Date of this Agreement shall, as a condition of employment, on the 31
st
day following the beginning of such employment, acquire and maintain membership in the Union.
|
C.
|
On or before the last day of each month, the Union shall submit to the Company a list showing the name and check or badge number of each employee who shall have become a member of the Union in good standing since the last previous list of such members was furnished to the Company. The Company shall continue to rely upon the membership list that has been submitted to it by the Union subject to revision by the addition of new members and deletion of the names of employees who have withdrawn from membership during such period.
|
D.
|
For purpose of this Agreement, “Membership” shall be, at a minimum, “Core Membership” in the Union. The foregoing provisions shall be effective in accordance and consistent with applicable provisions of federal and state law.
|
A.
|
The Company will check off monthly dues, assessments and/or fees as designated by the International Treasurer of the Union as membership dues in the Union or fees on the basis of individually signed check off authorization cards in a form agreed to by the Company and the Union.
|
B.
|
Deductions shall commence with respect to dues/fees for the month in which the Company receives such authorization card or in which such card becomes effective, whichever is later. Dues/fees for a given month shall be deducted from the first pay processed in the succeeding month.
|
C.
|
In cases of earnings insufficient to cover deduction of dues/fees, the dues/fees shall be deducted from the next pay in which there are sufficient earnings, or a double deduction may be made from the first pay of the following month, provided, however, that the accumulation of dues shall be limited to two (2) months.
|
A.
|
There shall be no strikes, work stoppages or interruptions of or impeding of work. There shall be no concerted refusals by groups of employees to work overtime. No officer or representative of the Union shall authorize, instigate, or condone such activities and no employee shall participate in such activities. It is agreed that if the offending party or individual persists in violations, or if there is a significant violation, he/she may be suspended or discharged.
|
B.
|
The applicable procedures setting out the resolution of grievances, in Article X - Adjustment of Grievances - shall be the means to settle all complaints and grievances.
|
C.
|
There shall be no lockouts.
|
D.
|
The Company shall address minor and major disciplinary infractions through the publication of a comprehensive “Company Rules and Regulations Policy and Procedure” as well as “Attendance Policy”. If the Company intends to change Policies, the Union shall be notified of the intended changes and provided an opportunity to comment and offer suggestions. The final decision as to any changes shall be by mutual agreement of the parties.
|
E.
|
Parties recognize that a management employee may need to assist a bargaining unit employee from time to time to start-up, trouble shoot, keep operations going and otherwise assist where the normal operator or bargaining unit person is working during this time and has not been replaced by the management employee. Management employees may also perform work that is customarily performed by production or maintenance employees for the purpose of instruction, experimental work and in case of emergencies. If a supervisor performs work in violation of this paragraph and the employee who otherwise would have performed this work can reasonably be identified, the employee may seek redress through the grievance procedure.
|
A.
|
The Union will furnish the Company, in writing, the names of employees who will act as Union representatives, Grievance Persons and alternatives on each shift.
|
B.
|
Whenever possible Union business shall be conducted on the employee’s time. However, if it is necessary for officers or committee persons to conduct union business during their working hours, they shall be permitted a reasonable time to do so at a time prescribed by the Foreman involved. The Unit President, District Representative or the International Safety Representative will be permitted access to the plant at reasonable times when necessary to transact legitimate Union business pertaining to the administration of the Agreement after notifying
the Human Resources Manager or his representatives as to the reason, time and location.
|
C.
|
The Company agrees to grant time off without pay to Union officers and Grievance Persons to attend meetings when attendance of such officers and Grievance Persons is required for Union business. Notice of request is required three (3) days in advance.
|
D.
|
The Local Unit President, for the purpose of layoff only, shall head the plant seniority list during his/her term of office and upon completion of the term of office, the employee will return to his/her proper position on the seniority list.
|
A.
|
The jobs outlined in
Appendix
“A” CLASSIFICATION AND PROGRESSIVE RATE CHART are those in effect. The Company has the sole discretion to move any employee up or down along categories A, B and C within any job classification based upon his/her performance.
|
B.
|
The standard Company pay period will be established at the discretion of the Company. Employee pay shortages of greater than fifty dollars ($50.00) or more shall be corrected as soon as possible (ASAP), no greater than five (5) days.
|
C.
|
Payment of wages will be made by direct deposit transaction into the employee’s account at his/her designated financial institution.
|
A.
|
If an employee is transferred to a higher job class, he/she shall be paid the starting rate of his/her new job.
|
B.
|
An employee may be transferred on a temporary basis to another job in another department for up to sixty (60) consecutive work days at the discretion of the Company. Pay will be at the higher rate of his/her previous or transferred job. After sixty (60) working days, the Company will move the employee back to his/her previous job, or to another job in his/her home department, and keep him/her there for sixty (60) working days before transferring him/her to another department again.
|
A.
|
Conditions of Allowances
|
B.
|
Eligibility
|
C.
|
Scale of Allowance
|
Amount of Continuous Service
|
Weeks of Severance
|
3 years but less than 5 years
|
1
|
5 years but less than 7 years
|
2
|
7 years but less than 10 years
|
3
|
10 years or more
|
4
|
D.
|
Calculation of Allowance
|
E.
|
Non-Duplication of Allowance
|
F.
|
Payment of Allowance
|
A.
|
Overtime pay at the rate of one and one-half (1 ½) times the normal hourly rate shall be paid for all hours worked in excess of forty (40) in any workweek.
|
B.
|
Scheduled absences, which include authorized vacation, jury duty leave, and funeral leave, will count toward the forty (40) hours in any one workweek.
|
C.
|
Employees who are scheduled to work or who are notified to report and do report, and less than four (4) hours of work is available, shall be given four (4) hours work in scheduled classification or, in the event that no work whatsoever is available, shall be paid a minimum of four (4) hours at that rate. Payment of overtime premium shall be made only for the hours actually worked.
|
A.
|
When an employee fails to report to work as scheduled, the Company may hold over qualified employee(s) from the shift that is ending, such employee(s) will be asked to stay over into the next shift by order of seniority. If there are no volunteers from the prior shift, the junior qualified employee(s) on the shift will be required to stay. If the shift assignment is for eight (8) hours, the additional assignment may be up to four (4) hours unless the employee agrees to stay longer. If the shift assignment is for twelve (12) hours, the additional assignment may be for up to two (2) hours unless the employee agrees to stay longer. In no case will an employee work more than sixteen (16) hours.
|
B.
|
If it is necessary to call qualified employees, they will be called in order of seniority. If insufficient employees become available through the offer system, then the junior-most employee shall become obliged to work as necessary.
|
C.
|
Overtime will be allocated by seniority within department or job class. In the event no employee in the relevant job class and department accepts the overtime, the opportunity to work overtime will be offered to all employees in the plant and will be awarded to the senior qualified employee. In the event no employee is awarded the overtime after the opportunity has been offered on a plant-wide basis, the most junior qualified employee in the relevant department and job class will be obligated to work the overtime.
|
A.
|
The Union agrees that all employees will cooperate in the performance of overtime work and there shall be no concerted action by it or its members to discourage such overtime performance.
|
B.
|
The Company desires not to engage in overtime balancing. If excessive overtime accumulation by some employees becomes a problem, the Union will address it as an internal Union affair by means of persuasion of the proper employees to accept or reject overtime offers accordingly. The Company does however reserve the right to balance overtime as the Company deems necessary.
|
A.
|
Recognizing mutual responsibility in report-off practice, each employee must report off in accordance with the Company rules and regulations.
|
B.
|
In the case of an unreported absence of two (2) or more days, the employee will be considered as having quit his job. If an employee fails to report his/her absence he/she shall not be arbitrarily treated under this Article if he/she is able to furnish satisfactory evidence that such failure resulted from illness, accident, death in his/her immediate family, Act of God, or other good causes, which prevented him/her from making such report. Absenteeism will be handled as described in the Absentee Policy.
|
C.
|
An employee reporting late for work will be paid commencing with the ring-in time rounded to the nearest tenth (1/10) of an hour.
|
A.
|
Has completed his/her probationary period as defined in Article IX, Section 7 of this Agreement.
|
B.
|
Performs work in the month in which the holiday occurs.
|
C.
|
Works his/her last scheduled day before and his/her first scheduled day after the holiday occurs, excluding scheduled vacations, funeral leave and jury duty.
|
A.
|
An eligible employee for the purpose of this Article is defined as one who is actively employed, has one (1) year of continuous service as of January 1 of the vacation year and who has received earnings in at least 51% of the pay periods during the previous calendar year.
|
B.
|
Such vacation benefits shall have been earned in the previous calendar year and be based upon the eligible employee’s company continuous service date as of January 1 of the vacation year.
|
C.
|
An employee who does not have one (1) year continuous service as of January 1 of the vacation year, will be entitled to one (1) week of vacation providing the employee’s employment anniversary date occurs on or before December 15 of the vacation year and such employee has received earnings in 51% of the pay periods during the preceding 12 month period.
|
A.
|
An eligible employee will receive an annual vacation entitlement which will include time off with pay in week increments in accordance with the following table:
|
YEARS OF SERVICE
|
VACATION WEEKS
|
1 year but less than 3 years
|
1 week (40 hours pay)
|
7 years but less than 20 years
|
3 weeks (120 hours pay)
|
20 years or more: can take one additional week off at no pay.
|
3 weeks (120 hours pay) and 40 hours unpaid
|
B.
|
Vacation pay will be computed based upon the employee’s applicable straight time rate for the classified or laborer job currently held and on which the employee holds seniority rights.
|
C.
|
Payment of regular vacation pay will be made in the payroll period in which approved vacation is taken by the employee.
|
A.
|
The Company shall review all requests submitted by 1/31 of each year and schedule employee vacations based upon seniority and operational necessity, giving senior employees preference where and when practical. Maintenance employees cannot schedule vacations during a plant shutdown. The final right to allot vacation periods and the right to change allotments is exclusively reserved to the Company in order to assure orderly operations. The Company must give employees thirty (30) days notice before changing scheduled vacations.
|
B.
|
Employees will be charged eight (8) hours of vacationtime for each scheduled vacation day. Written requests that are received after 1/31 shall be considered on a first come, first serve basis, and shall be scheduled based on anticipated operational conditions. Employees will be notified of the status of such requests within a reasonable time.
|
C.
|
All other requests for scheduled vacation days must be submitted to the Supervisor at least 24 hours before beginning of the work shift. Vacation cannot be carried over to a subsequent calendar year. Employees will be paid according to Section 2.B., above.
|
a.
|
The best-qualified bidder able to perform the work.
|
b.
|
Continuous plant service.
|
a.
|
Any probationary employee in accordance with Section 5 of this Article.
|
b.
|
Any new hire.
|
a.
|
The position will be posted indicating that the position is to be filled with a completely qualified person.
|
b.
|
All Company employees signing the posting will be considered for the position.
|
c.
|
If any employee is deemed through testing to be qualified, they will be offered the position in accordance with their Company seniority (most senior first).
|
d.
|
If, in the discretion of management, no employee considered above is deemed qualified, the Company will fill the position by hiring a person from outside the Company, and such person will become a member of the
|
A.
|
In the event of a reduction in force, an employee may volunteer to be laid off. Such a voluntary lay off will be granted if mutually agreed upon by the Company and the Union.
|
B.
|
Voluntary layoffs will last for a minimum of ninety (90) calendar days except in the case where the Company needs an employee to return to work prior to the expiration of ninety (90) calendar days.
|
C.
|
At the end of ninety (90) calendar days of voluntary lay off, senior employees will be given an opportunity to return to work if work is available, or they may volunteer for an additional thirty (30) calendar days of voluntary layoff.
|
D.
|
This process of continuing voluntary lay off will continue in thirty (30) calendar day increments until the employee returns to work.
|
A.
|
So far as possible, jobs will be filled on a seniority basis from among employees who are classified in or are qualified for such jobs. Those who are considered as trainees for the classification will then be utilized.
|
B.
|
Employees not awarded classified restricted jobs in accordance with the foregoing will be assigned to Helper jobs, to the extent needed by the Company.
|
C.
|
In recalling employees from layoff, the employees on the layoff list will be recalled according to their seniority, provided they are qualified to perform the available work, and reinstated to active classification status when applicable.
|
D.
|
Notice of recall shall be mailed by certified mail to employee’s address on file with the Company and dates used in Section 11 shall count from the date of delivery.
|
A.
|
Any employee who is temporarily utilized in an excluded position shall retain and accumulate plant seniority and such assignment shall not exceed a total of one hundred eighty (180) working days due to sick leave, accidents, vacations, production reasons, etc.
|
B.
|
Any employee who is promoted to an excluded position shall retain and accumulate seniority for a total of ninety (90) working days. Any employee who remains in an excluded position beyond this limitation shall forfeit all seniority rights in the bargaining unit and shall not accumulate plant seniority while assigned to such excluded position.
|
C.
|
If the employee is subsequently returned to the bargaining unit, such employee shall be assigned a position in accordance with his/her plant seniority.
|
D.
|
In making a selection under Paragraph A or B, above, the selection of the employee will be at the sole discretion of the Company.
|
A.
|
Discharge for cause.
|
B.
|
Resignation, retirement, or death of employee.
|
C.
|
Termination in accordance with Article V - Wages, Plant Shutdown, Severance Pay.
|
D.
|
Permanent transfer to an excluded position.
|
E.
|
Failure to notify the Company of reason for absence within two (2) working days of the start of such absence, unless it would be impossible or unreasonable under the circumstances.
|
F.
|
Failure to report to work within five (5) working days of receipt of recall notice, unless it would be impossible or unreasonable under the circumstances.
|
G.
|
Failure to return to work on the first working day following the expiration of an approved leave of absence, unless it would be impossible or unreasonable under the circumstances.
|
H.
|
Absence from work for twenty-four (24) consecutive months for any reason.
|
A.
|
If a satisfactory settlement of a grievance is not made in Step 3 of the grievance procedure, an appeal may be taken by the Union to an impartial Arbitrator by written notice served on the Company within thirty (30) days from receipt of the Company’s Step 3 response. The Arbitrator shall be appointed by mutual agreement of the parties.
|
B.
|
The Union may not call Non-Bargaining Unit employees to testify on the Union’s behalf at any arbitration hearing. The Company may not call any Bargaining Unit employee to testify on its behalf at any arbitration hearing. Nothing in this paragraph shall be interpreted to limit the parties’ rights to cross-examine witnesses who testify at arbitration hearings.
|
C.
|
The Arbitrator shall have jurisdiction and authority only to interpret, apply or determine compliance with the provisions of this Agreement. The Arbitrator shall not have jurisdiction or authority to add to, detract from or alter in any way the provisions of this Agreement.
|
D.
|
The Arbitrator shall not docket an appeal which is not filed within the time provided in Article X - Adjustment of Grievances for filing notice of appeal from a decision in Step 3.
|
E.
|
The decision of the Arbitrator on any issue which shall have been submitted in accordance with the provisions of this Agreement shall be final and binding upon the Company, the Union and all employees concerned.
|
F.
|
The expense and compensation incident to the services of the Arbitrator shall be born by the losing party or as directed by the Arbitrator.
|
G.
|
If this Agreement is violated by the occurrence of a strike, work stoppage or interruption or impeding of work at any plant or sub-division thereof, the Arbitrator shall refuse to consider or decide any cases concerning employees involved in such violation while such strike, work stoppage, or interruption or impeding of work is in effect.
|
A.
|
At all steps in the complaint and grievance procedure, the grievant and the Union Representatives should disclose to the Company Representatives a full and detailed statement of the facts relied upon, the remedy sought, and the provisions of the Agreement relied upon. In the same manner, Company Representatives should disclose all the pertinent facts relied upon by the Company.
|
B.
|
If a decision with respect to a complaint or a grievance is not referred or appealed in accordance with the time limits set forth in each Step, the matter shall be considered settled on the basis of the decision last made and shall not be eligible for further appeal. The Company shall notify the Union when closing a grievance pursuant to this paragraph.
|
C.
|
If the Company’s discussion or answer to a complaint or a grievance is not given within the prescribed time requirements in any Step, the Union after notifying the Company shall be entitled to the remedy sought in the grievance
|
D.
|
The parties may, by mutual agreement, waive any of the time limits set forth in this Article.
|
E.
|
In case a complaint involves a large group of employees, a reasonable number may participate in the discussion in Step 1 and 2.
|
F.
|
Complaints or grievances which are not initiated in the proper step of the Grievance Procedure shall be referred to the proper step for discussion and answer by the Company and the Union Representatives designated to handle complaints and grievances in such step.
|
G.
|
In any settlement involving retro-active payments, the appropriate Union and Company representatives shall expeditiously determine the identity of the payees and the specific amount(s) owed each payee. Payment shall be made promptly.
|
H.
|
If this Agreement is violated by the occurrence of a strike, work stoppage, or interruption or impeding of work at any plant or sub-division thereof, no grievance shall be discussed or processed into the 3
rd
Step level or above in such plant which such violations continues, and under no circumstances shall any complaint or grievance concerning employees engaged in the violation be discussed or processed while such violation(s) continues.
|
I.
|
“Day” as used in this Section shall mean calendar day, but shall not include any Saturday, Sunday, or Holiday.
|
A.
|
The Company will provide a health plan for each full time employee with 1040 hours worked, or as required by lawwho elects health care coverage, as well as his/her dependents, if elected.
|
B.
|
Plan coverage will be set forth in the summary plan description for the plan, a copy of which will be provided to each employee.
|
C.
|
The employer may elect new carriers and new providers during the term of this Agreement. However, the level of coverage will remain substantially similar throughout the term of this Agreement.
|
D.
|
Any employee who elects health care coverage will be required to pay, by means of payroll deduction, an amount equal to 15% of the premium cost of the level of coverage selected as of the Effective Date of this Agreement (the “Base”), as well as an amount equal to 50% of the cost of any rate increase since the Effective Date of the original Agreement. The rate used in this calculation shall be the composite rate provided by the health insurance company, net of any broker’s commissions.
|
E.
|
The Company and the Union will meet annually to review anticipated rate changes prior to increasing employee contributions, the Company will review possible program changes with the Union. To the extent that the Company and the Union can agree on changes that will mitigate rate increases, the program changes will be implemented instead of an increase in employee contributions.
|
F.
|
If an employee is laid off work, medical coverage will continue, if the employee proffers the amount of contribution to the Company, for the following period of time:
|
a.
|
If the employee has less than ten (10) years of service, coverage will continue until the end of the month of layoff plus six (6) additional months of coverage.
|
b.
|
If the employee has more than ten (10) years of service, coverage will continue until the end of the month layoff plus twelve (12) additional months of coverage.
|
G.
|
If the Company is unable to provide a substantially similar level of health care coverage to the members of the bargaining unit at any time during the life of this Agreement, it will meet with the Union to discuss alternatives available.
|
A.
|
For those employees who retire from the Company on or after the Effective Date of the original Agreement, the health plan which is in place for active employees shall be continued for retired employees who elect such coverage as well as their dependents, if elected. Such premium costs will be the responsibility of the retired employee and/or his covered dependents.
|
B.
|
Coverage under the health care plan will continue for the retired employee and dependents as long as the appropriate contributions are made and the employee and/or dependents remain eligible under the terms of the Plan.
|
C.
|
Notwithstanding the foregoing, all covered individuals will cease receiving health care coverage form the Company under the health care plan when they become eligible for Medicare. When they are Medicare eligible, the medical provider for the Company will be a Medicare HMO plan selected by the Company. The premium costs of the Medicare HMO plan will be the responsibility of the retired employee and/or his/her covered dependents.
|
A.
|
The Company will provide a dental insurance plan for full time employees as well as their dependents. Such plan will be subject to a deductible amount prior to the commencement of coverage equal to $25 for individual coverage and $100 for family coverage.
|
B.
|
The terms of the dental plan are as set forth in a plan description which will be distributed to all employees.
|
C.
|
The Company may elect to change carriers or providers for the insurance plan, provided that the coverage remains substantially equivalent to that in place as of the Effective Date of this Agreement.
|
A.
|
The Company will provide a program of coverage for full time employees designed to provide employees savings on vision services when using specified providers.
|
B.
|
The terms of vision plan are as set forth in the summary plan description, a copy of which shall be provided to all employees.
|
C.
|
The Company reserves the right to change carriers or providers for the vision plan, provided that the level of coverage remains substantially similar.
|
A.
|
Term life insurance coverage will be provided to all active full time employees in a death benefit amount equal to $30,000.
|
B.
|
Accidental Death and Dismemberment insurance will be provided to al active full time employees, in a death benefit amount equal to $30,000.
|
C.
|
The Company will make a voluntary life insurance program available to those employees who wish to purchase additional life insurance.
|
D.
|
Those employees who retire after the effective date of this Agreement will be eligible to receive a $4,000 benefit to be paid by the Company in the event of the retired employee’s death.
|
A.
|
The Company agrees to continue to make all reasonable provisions for the safety and health of its employees during the hours of their employment and to comply with applicable laws and regulations. The Company and the Union agree to work cooperatively to reduce work hazards and eliminate on the job injuries. To this end, protective devices, wearing apparel other than normal, and other equipment necessary to properly protect employees from injury shall be provided by the Company at no cost to the employees, except that the Company may assess a fair charge to cover loss or willful destruction thereof by the employees.
|
B.
|
Every employee shall wear safety shoes which comply with ANSI Standard Z41 PT 99 or its successor standard. The Company will provide safety shoes from a catalogue chosen by the Company, once per year. Alternatively, the employee may obtain safety shoes from any other source and the Company shall reimburse the employee up to $120.00, once a year, or if approved by Human Resources as needed paid through the payroll system. If the employee chooses to select from a source other than the catalogue, the employee must present adequate proof of purchase for payment.
|
C.
|
The Company will provide $100.00 per year toward the cost of prescription Safety Glasses for employees who wear prescription eyeglasses.
|
D.
|
The Company shall provide adequate first aid for all employees during their working hours.
|
A.
|
If any employee feels he/she is being required to work under conditions which are unsafe or unhealthy beyond the normal hazard inherent to his/her job, he/she shall notify his/her Supervisor of such conditions and facts relating thereto. Any dispute arising between the supervisor and the employee regarding a safety condition will be referred, as soon as possible, to a management member of the safety committee. The management representative will meet with both the employee and the supervisor. The employee will be afforded the opportunity to explain why he/she believes the condition is unsafe or unhealthy beyond the normal hazard inherent in the employee’s job. The management representative will, in concert with the employee and supervisor, attempt to determine if the conditions are unsafe or unhealthy beyond the normal hazard inherent in the employee’s job, and if so, what can be done to mitigate or eliminate such hazards. If the management representative determines that an unsafe condition does not exist, the employee will return to work, and the employee may still utilize Article X of this Agreement to file a grievance.
|
B.
|
Safety Committee Members will utilize their own time to investigate alleged unsafe conditions unless there is a serious imminent unsafe condition or the management representative in Part A seeks to consult with a member of the Safety Committee to review a dispute. When seeking time off during the employees’ work time, such permission shall not be unreasonably withheld.
|
C.
|
The Company and Union Co-Chairpersons may, by mutual agreement, request the Company to undertake testing of air quality, noise levels, or other such tests as the two Co-Chairpersons should agree upon.
|
D.
|
The Company will not assign employees to work alone in an area where they will not be observable by other employees, specifically in/on overhead cranes, confined spaces, and other such areas as the parties may determine.
|
E.
|
Recognizing that engineering controls are often the most effective means of abating an occupational health or safety hazard, the Company shall install such controls where employees are exposed to unsafe or unhealthful conditions when and where practicable. Such controls shall be tested at reasonable intervals and maintained in sound working order.
|
F.
|
The Company will install appropriate ventilation systems where needed and maintain them in good working order.
|
G.
|
The Joint Safety and Health Committee shall inspect and review changed or new work processes or new machinery or materials to assure the safety and health of employees.
|
A.
|
Employees hired or awarded different jobs shall be given safety instruction for the job they were assigned. The Safety Committee may make recommendations on these and other safety education matters including the development of safe procedures for new or changed machinery or work process.
|
A.
|
Those employees who elect to fulfill their military obligation by serving in either the Military Reserves or National Guard shall be allotted time off up to two (2) calendar weeks annually for summer encampment duty.
|
B.
|
Employees with one (1) or more years of continuous Company service shall be eligible to receive a special payment from the Company representing the difference between gross military earnings, excluding travel, clothing or housing allowance and the straight time Company earnings, up to a maximum of eighty (80) hours for the period corresponding to military encampment.
|
C.
|
The Company shall establish a payroll and administrative procedure for administrating special payments under this Article.
|
United Steel, Paper, and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International
|
|
United Steel, Paper, and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International (Local Unit)
|
|
Marcegaglia USA, Inc.
|
|
|
|
|
|
|
|
|
|
|
Leo Gerard
|
|
Gregg Waugaman
|
|
Marco Costi
|
President
|
|
Unit President
|
|
President
|
|
|
|
|
|
|
|
|
|
|
Stanley W. Johnson
|
|
Ken Norman
|
|
James Bogolea
|
Secretary - Treasurer
|
|
Recording Secretary
|
|
H.R. Manager
|
|
|
|
|
|
|
|
|
|
|
Tom Conway
|
|
Ryan Peterson
|
|
Robert Minster
|
Vice President
Administration
|
|
Unit Committee
|
|
CFO
|
|
|
|
|
|
|
|
|
|
|
Fred Redmond
|
|
William Miller
|
|
|
Vice President
Human Affairs
|
|
Unit Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. DeFazio
|
|
Joseph Dombrowski
|
|
|
Director - District 10
|
|
Unit Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Watt
|
|
|
|
|
District 10
|
|
|
|
|
Staff Representative
|
|
|
|
|
|
|
10/01/2013
|
04/01/2014
|
10/01/2015
|
10/01/2016
|
|
|
|
|
|
|
Helper
|
C
|
11.70
|
11.85
|
12.00
|
12.15
|
|
B
|
13.07
|
13.22
|
13.37
|
13.52
|
|
A
|
14.49
|
14.64
|
14.79
|
14.94
|
|
|
|
|
|
|
Finisher
|
C
|
14.17
|
14.32
|
14.47
|
14.62
|
|
B
|
15.53
|
15.68
|
15.83
|
15.98
|
|
A
|
16.96
|
17.11
|
17.26
|
17.41
|
|
|
|
|
|
|
Welder
|
C
|
15.72
|
15.87
|
16.02
|
16.17
|
|
B
|
17.26
|
17.41
|
17.56
|
17.71
|
|
A
|
18.81
|
18.96
|
19.11
|
19.26
|
|
|
|
|
|
|
Maintenance
|
C
|
16.96
|
17.11
|
17.26
|
17.41
|
|
B
|
18.50
|
18.65
|
18.80
|
18.95
|
|
A
|
20.05
|
20.20
|
20.35
|
20.50
|
1.
|
Absence from 3 or more consecutively scheduled days is considered one incident if the illness/injury is verified by a doctor, in writing. If it is not, then each day will be considered an incident. Item #5 below applies.
|
2.
|
Work scheduled outside of an employee’s regular schedule including, but not limited to overtime, will be considered regularly scheduled time if the employee has agreed in advance to work during this time.
|
3.
|
An employee off for 4 or more consecutively scheduled work days due to an illness or injury must provide a release from his/her attending physician in order to return to work. Employees will not be permitted to return to work without a doctor’s release.
|
4.
|
Employees who report to work and leave less than halfway through the scheduled shift shall be charged for an Absence occurrence, not an Early Quit.
|
5.
|
Absences separated by a weekend are not considered consecutive days unless verified by an employee’s attending physician.
|
6.
|
Time off for certain events such as Jury Duty, Funeral Leave, Military Leave, Union Business, Family Medical Leave, Sick & Accident and Worker’s Compensation will not be counted,
for the purpose of discipline
against an employee provided that the appropriate documentation is provided in a timely manner.
|
7.
|
Non-probationary employees shall receive eight (8) hours paid personal day for three (3) months perfect attendance. Perfect attendance will be defined as an employee who has not missed work for any reason other than Jury Duty, Military Leave, Funeral Leave and Union business. Said paid time off shall be paid at the
|
8.
|
An employee who is one occurrence away from termination, whether for Lates/Early Quits or Absences may convert one unused Absence occurrence to two unused Late/Early Quit occurrences or two Late/Early Quit occurrences to one Absence occurrence. The employee may make one such conversion per year.
|
9.
|
An employee may, at the Company’s discretion, make up lost time for pay purposes. He/she will, however, be charged for the occurrence unless advance arrangements are made in accordance with Item#11, below.
|
10.
|
Arrangements may be made for a temporarily modified schedule, as follows:
|
A.
|
An employee may be authorized to start a shift early in order to leave early or start a shift late and work late.
|
B.
|
The arrangements must be made in advance and have the appropriate documentation which must be received by Human Resources in advance of the schedule modification.
|
C.
|
It is the employee’s responsibility to ensure that the proper documentation is completed, signed and submitted to Human Resources in a timely manner.
|
11.
|
An employee who fails to clock in at the beginning of his/her shift will be considered late. If the employee personally reports to a member of management that he/she has not clocked in, and does so before the scheduled starting time for his/her shift, he/she will not be charged with a Late occurrence. The management employee to whom such notice is given must notify Human Resources within 24 hours. If no management employee is available, such notice may be given by voice mail at extension 202. The employee leaving such voice mail should note the time he or she is calling. The time of the call will be confirmed by the voice mail system, which places a time stamp on all messages.
|
1.
|
Employees will be subject to disciplinary action under this policy as follows.
|
A.
|
Verbal Warning - When employee is one occurrence from reaching his/her allotted limit.
|
B.
|
Written Warning - When employee reaches his/her allotted limit.
|
C.
|
Termination - When employee exceeds his/her allotted occurrences.
|
2.
|
Four (4) occurrences within a 30 day period shall be cause for termination regardless of previously issued warning(s) and regardless of whether the incidents are for Absences, Lates or Early Quits.
|
1.
|
Intentional falsification of time cards, claim forms, production reports, personal information, or any other Company documentation.
|
2.
|
Unauthorized possession of property of the Company, another employee, or authorized visitor.
|
3.
|
Misuse, removal, or release of property or confidential information of the Company without prior written authorization from the Company.
|
4.
|
Unauthorized possession or bringing firearms, weapons, or explosives on Company premises at any time.
|
5.
|
Intentional or negligent destruction, damage, misuse, or concealment of the tools, equipment, products, or property of the Company, another employee or authorized visitor.
|
6.
|
Sabotage or willful neglect in the performance of assigned duties or responsibilities.
|
7.
|
Leading, encouraging, instigating, or participating in an unauthorized or illegal work stoppage, walkout, slowdown, or other interference with production.
|
8.
|
Threats or use of physical harm directed at another person while on Company property or while off site on Company business. Any threatening physical contact, fighting, provoking, or instigating a fight with another person while on Company property or while off site on Company business.
|
9.
|
Using, possessing, distributing, or being under the influence of alcohol on Company premises.
|
10.
|
Bringing in, using, possessing, distributing, or being under the influence of an illegal substance on Company premises at any time.
|
11.
|
Insubordination, such as but not limited to, refusal or failure to follow the directions of management in the performance of work assignments unless the employee or another employee’s life or health would be endangered. Failure to recognize the authority of a superior. Opposition to and in defiance of established authority including behavior that may cause dissension or disunity within the organization.
|
12.
|
Punching the time card of another employee or having one’s own time card punched by another employee.
|
13.
|
Leaving the Company facility without permission during scheduled work hours.
|
14.
|
Immoral or indecent conduct on Company property or off site while on Company business or as a representative of the Company.
|
15.
|
Harassment of any kind toward any other person while on Company premises.
|
16.
|
Removal of, tampering with or rendering inoperative any lock-out/tag-out device.
|
17.
|
Interfering, hindering, or refusing to cooperate with management or security personnel in the performance of plant protection activities.
|
18.
|
Interfering, hindering, or refusing to cooperate with management or authorized personnel in the investigation of accidents or other events.
|
19.
|
Willful or negligent violation of published safety rules.
|
20.
|
Failure to immediately (on the same day of occurrence) report any accident which results in or is the result of equipment damage, to a supervisor or management personnel.
|
21.
|
Sleeping during scheduled work hours. (Sleeping during scheduled work hours is theft of company time)
|
22.
|
Knowingly harboring or refusing treatment of a disease or other physical condition which endangers other employees.
|
23.
|
Making false, vicious, or malicious statements concerning any employee, Company official, the Company, or its products.
|
24.
|
Use of obscene, profane, or abusive language toward any person or employee on Company property.
|
25.
|
Gambling on Company property.
|
26.
|
Unauthorized entry onto Company property or premises outside of scheduled work hours.
|
27.
|
Being away from assigned workstation without prior approval or using any entrance or exit from the facility other than designated employee entrances or exits.
|
28.
|
Failure to punch time card as required.
|
29.
|
Loitering, interfering, or disrupting another person’s work duties or responsibilities.
|
30.
|
Unauthorized solicitation.
|
31.
|
Smoking in restricted areas.
|
32.
|
Failure to maintain required performance standards or unsatisfactory work quality.
|
33.
|
Creating or contributing to unsanitary conditions or poor housekeeping.
|
34.
|
Failure to contact supervisor or appropriate personnel when reporting off from scheduled work.
|
35.
|
Parking in unauthorized area.
|
36.
|
Unauthorized or improper use of Company phones, intercom, tools, equipment, or material.
|
37.
|
Performing personal work on Company time.
|
38.
|
Failure of union officials to obtain written authorization to obtain time off from scheduled work to conduct union business.
|
39.
|
Failure to provide written notification to the Company within 5 days of a change in address, phone number or line of contact.
|
40.
|
Failure to report off from work prior to the start of an employee’s scheduled shift unless an emergency situation prevents makes such reporting impossible.
|
1
st
Infraction
|
Verbal Warning
|
2
nd
Infraction
|
Written Warning
|
3
rd
Infraction
|
1 Day Suspension
|
4
th
Infraction
|
3 Day Suspension
|
5
th
Infraction
|
5 Day Suspension or Termination
|
Each infraction shall be effective for a sliding 12 month period
|
41.
|
Habitual tardiness, early quits or absenteeism.
|
42.
|
Failure to report for scheduled agreed upon overtime work.
|
1.
|
Crew leaders shall be paid an additive of $2.00
$1
above the base rate of the highest rated job over which direction is exercised.
|
2.
|
Crew leaders may participate in the hands-on performance of the crew's work.
|
3.
|
Qualifications of Crew Leaders
|
•
|
Ability to keep a detailed record of daily occurrences on the shift he/she is Group Leader.
|
•
|
Must have thoroughgoing knowledge of all or most jobs in the department, and be able to set up and operate the appropriate machinery, as determined by supervisor.
|
•
|
Attendance
|
•
|
Must be able to follow and carry out instructions received from foreman; such instructions may be in writing or delivered verbally.
|
•
|
Good reading and writing skills.
|
•
|
Must reflect a positive attitude with Management
|
•
|
Must be willing to work overtime, if needed.
|
•
|
Intimate knowledge of materials produced.
|
•
|
Able to use measuring devices such as, but not limited to, OD micrometers, wall micrometers, tape measures, et cetera.
|
•
|
Must be able to multi-task and demonstrate good decision making skills
|
•
|
Must be flexible in work schedule in order to cover for a supervisor, if needed.
|
4.
|
The Company will first look to employees assigned to the shift on which a Crew Leader is needed when selecting a Crew Leader. If no qualified employee is available on that shift, the Company will look to employees on other shifts.
|
5.
|
The Company will inform the Unit President of its selection of a Crew Leader before notifying the employees on the relevant shift or department of the Crew Leader assignment. Selection of Crew Leaders will be the
senior most qualified on the crew
.
|
6.
|
Crew Leaders may not issue discipline.
|
7.
|
Crew Leaders may not operate equipment on overtime.
|
8.
|
Crew Leaders may not be called to testify in arbitration concerning matters that occurred while they were working as a crew leader.
|
A.
|
The jobs outlined in Appendix “A” classification list are those in effect.
|
1.
|
Employees bidding on a job will receive the “C” rate classification of that job.
|
2.
|
After a period of 6 months at the “C” rate the employee will be moved to the “B” rate of the job.
|
3.
|
After a period of 6 months at “B” rate the employees shall be moved to the “A” rate classification of that job.
|
4.
|
After 60 working days the Company must post temporary assigned jobs for a permament position.
|
|
|
|
1.
|
Rule/Policy Changes --------- dated May 18, 2009
|
2.
|
Jury Duty ------------------------- dated May 18, 2009
|
3.
|
Funeral Leave ------------------- dated May 18, 2009
|
4.
|
Holiday Pay ---------------------- dated May 18, 2009
|
5.
|
Testing ----------------------------- dated May 18, 2009
|
1)
|
Assignment of the Agreement from Marcegaglia, USA, Inc. to Bristol Metals.
|
2)
|
12-month extension of the Agreement term, through September 30, 2018.
|
3)
|
A $0.25 per hour wage increase effective March 1, 2017.
|
4)
|
Covered Medical Benefits:
|
a)
|
All Employees will be eligible for Medical Benefit coverage from the Synalloy benefit plan instead of the Marcegaglia plan. There will be no bonus paid for opting out of medical benefits.
|
b)
|
Employees with the medical coverage levels listed below as of January 1, 2017 will receive the following additional hourly salary adjustment effective March 1, 2017:
|
i)
|
Employee + Child(ren) - $0.09 per hour
|
ii)
|
Employee + Spouse - $0.21 per hour
|
iii)
|
Employee + Family - $0.45 per hour
|
c)
|
Effective January 1, 2018, Employee spouses that are eligible to receive comprehensive medical coverage from their own employer will not be permitted to elect Medical Benefits coverage from the Synalloy benefit plan.
|
i)
|
Note that effectiveness and affordability of spousal coverage will be reviewed for impacted employees prior to 2018 Medical Open Enrollment.
|
d)
|
Deductibles paid during the 2017 Marcegaglia UPMC medical plan year will be given as a deductible credit on the 2017 Synalloy medical plan.
|
5)
|
The term life insurance and accidental death and dismemberment insurance death benefits will be amended to $25,000.
|
6)
|
The Marcegaglia 401(k) Plan will rollover to the Synalloy 401(k) plan at Merrill Lynch.
|
a)
|
Existing loans will be rolled over to the Merrill Lynch plan.
|
b)
|
Merrill Lynch plan does not allow for loans, but does provide for hardship withdrawals.
|
7)
|
Bristol Metals will agree to a Pension Incorporation Agreement (PIA) with the Steelworkers Trust Defined Benefit Plan. Bristol Metals will contribute an amount equal to 3.75% of an employee’s total gross earnings to the Steelworkers Pension Trust.
|
8)
|
Employees will receive Marcegaglia years of service credit for seniority and vacations as Bristol Metals employees.
|
9)
|
The foregoing terms replace their counterparts in the Agreement. The remaining provisions of the Agreement remain “as is.”
|
10)
|
There will be a $500 ratification bonus per employee paid by Marcegaglia USA contingent upon the completion of the asset sale between Marcegaglia USA and Bristol Metals, LLC.
|
If to Lessee:
|
Synalloy Corporation
4510 Cox Road, Suite 201
Richmond, VA 23060
Attention: Craig Bram
Email: cbram@synalloy.com
|
With a copy to:
|
LeClairRyan
Attention: John C. Selbach, Esq.
919 East Main Street, Twenty-Fourth Floor
Richmond, VA 23219
(804) 343-4388 Direct
(804) 916-7288 Fax
(804) 240-3578 Mobile
John.Selbach@leclairryan.com
|
If to Lessor:
|
STORE Master Funding XII, LLC
8501 E. Princess Drive, Suite 190
Scottsdale, AZ 85255
Attention: Michael T. Bennett
Executive Vice President – General Counsel
Email: mbennett@storecapital.com
Burke
|
With a copy to:
|
Kutak Rock LLP
1801 California Street, Suite 3000
Denver, CO 80202
Attention: Nathan Humphrey, Esq.
Email: nathan.humphrey@kutakrock.com
|
|
LESSOR:
STORE MASTER FUNDING XII, LLC
, a Delaware limited liability company
By:
Printed Name:
Title:
|
|
LESSEE:
SYNALLOY CORPORATION
, a Delaware corporation
By:
Name: Craig C. Bram
Title: Chief Executive Officer
|
AUTHORIZATION AGREEMENT
|
Return Original to
:
|
/___________________\
Attn: /______________\ /___________________\ /___________________\ Fax Number: /___________________\ |
Corporate Financial Reporting Certificate
|
|
|
|
Company:
|
|
|
|
For the Qtr or FYE ending
|
|
|
|
# of months represented
|
|
|
|
Number of units operating at the end of reporting period
|
|
|
|
EBITDAR Calculation:
|
|
|
|
Net Income
|
|
|
|
Plus: Interest Expense
|
|
Plus: Taxes
|
|
Plus: Depreciation & Amortization
|
|
Plus: Operating Lease Expense
|
|
Plus: Any non-recurring expenses (please clarify below)
|
|
Plus: Any other non-cash expenses (please clarify below)
|
|
EBITDAR
|
|
|
|
Items required to be broken out of Balance Sheet:
|
|
Current Portion of Long-Term Debt
|
|
Current Portion of any Capital Leases
|
|
Senior Third-Party Debt Balances
|
|
Subordinate/Related Party Debt Balances
|
|
|
|
Explanations of non-recurring and non-cash items:
|
|
|
|
|
|
|
|
|
STORE Capital Unit-Level Financial
Reporting Certificate |
|
|
|
|
|
|
|
|
|
|
|
Unit ID:
|
1
|
|
2
|
|
3
|
|
|
|
|
|
|
For the Qtr or FYE ending
|
|
|
|
|
|
|
|
|
|
|
|
# of months represented
|
|
|
|
|
|
|
|
|
|
|
|
Store-Level pre-corporate overhead
EBITDAR Calculation: |
|
|
|
|
|
|
|
|
|
|
|
Store-Level Net Income
|
|
|
|
|
|
|
|
|
|
|
|
Plus: Interest Expense
|
|
|
|
|
|
Plus: Taxes
|
|
|
|
|
|
Plus: Depreciation & Amortization
|
|
|
|
|
|
Plus: Property Rent Expense (base rent + any % rent)
|
|
|
|
|
|
Plus: Any corporate overhead allocations to the unit
|
|
|
|
|
|
Plus: Any non-recurring expenses (please clarify below)
|
|
|
|
|
|
Plus: Any other non-cash expenses (please clarify below)
|
|
|
|
|
|
EBITDAR
|
|
|
|
|
|
|
|
|
|
|
|
Items required to be broken out on unit-level
profit and loss statement: |
|
|
|
|
|
Cost Goods Sold
|
|
|
|
|
|
Labor Expenses
|
|
|
|
|
|
|
|
|
|
|
|
Explanations of non-recurring and non-cash items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ii
|
|
8.4
|
Taxes
.
|
1.
|
NPDES General Permit PAG-03 for storm water associated with Industrial Activities (NPDES Permit No. PAR206160 Authorization No. 737532)
|
2.
|
Allegheny County Health Department Air Quality Minor Source Operating Permit No. 0626
|
3.
|
Allegheny County Sanitary Authority Industrial Discharge Permit No. P2-0115
|
4.
|
United States Environmental Protection Agency RCRA Subtitle C Site Identification No. PAR000036988
|
5.
|
Pennsylvania Department of Environmental Protection Certificate of Registration, Radiation Producing Machine (Registration No. 50-58992; SF Id. No. 845225)
|
|
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 14, 2017
|
/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 14, 2017
|
/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 14, 2017
|
/s/ Richard D. Sieradzki
|
|
|
Richard D. Sieradzki
|
|
|
Principal Accounting Officer
|
|
Date:
|
March 14, 2017
|
/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
|