x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging growth company
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¨
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Page
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Certain Relationships and Related Transactions, and Director Independence
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Item 16
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Form 10-K Summary
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Signatures
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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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Munhall, PA
|
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Manufacturing stainless steel pipe
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284,000
|
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20.0
|
Bristol, TN
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Manufacturing stainless steel pipe
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275,000
|
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73.1
|
Cleveland, TN
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Chemical manufacturing and warehousing facilities
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143,000
|
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18.8
|
Fountain Inn, SC
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Chemical manufacturing and warehousing facilities
|
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136,834
|
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16.9
|
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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Troutman, NC
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Manufacturing ornamental stainless steel tubing
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106,657
|
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26.5
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Statesville, NC
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Manufacturing ornamental stainless steel tubing
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83,000
|
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26.8
|
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
|
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
|
Mineral Ridge, OH
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Storage yard for heavy walled pipe
|
|
—
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4.6
|
Richmond, VA
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Corporate headquarters
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5,911
|
|
—
|
Spartanburg, SC
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Former office space for corporate employees and shared service center (1)
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4,858
|
|
—
|
Augusta, GA
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None (2)
|
|
—
|
|
46.0
|
(1)
|
Property leased by Company; office was closed in 2018 and all furniture and equipment have been removed.
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(2)
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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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|
2019
|
|
2018
|
||||||||||||
Quarter
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
1st
|
|
$
|
16.80
|
|
|
$
|
12.45
|
|
|
$
|
15.50
|
|
|
$
|
12.11
|
|
2nd
|
|
19.65
|
|
|
14.00
|
|
|
21.35
|
|
|
13.63
|
|
||||
3rd
|
|
17.17
|
|
|
16.25
|
|
|
24.80
|
|
|
19.20
|
|
||||
4th
|
|
16.02
|
|
|
11.45
|
|
|
23.01
|
|
|
12.60
|
|
*$100 invested on 12/31/14 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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|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
|
12/19
|
||||||||||||
Synalloy Corporation
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|
$
|
100.00
|
|
|
$
|
40.62
|
|
|
$
|
64.65
|
|
|
$
|
79.82
|
|
|
$
|
100.34
|
|
|
$
|
78.09
|
|
Russell 2000
|
|
100.00
|
|
|
95.59
|
|
|
115.95
|
|
|
132.94
|
|
|
118.30
|
|
|
148.49
|
|
||||||
NASDAQ Non-Financial
|
|
100.00
|
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|
100.93
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|
104.49
|
|
|
135.77
|
|
|
127.88
|
|
|
173.66
|
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|||||||||||||||||||
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||||||||||||||||||
(Dollar amounts in thousands, except per share data)
|
2019
|
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2018
|
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2017
|
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2016
|
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2015
|
||||||||||
Operations
|
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||||||||||
Net sales
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$
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305,168
|
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$
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280,841
|
|
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$
|
201,148
|
|
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$
|
138,566
|
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$
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175,460
|
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Gross profit
|
30,773
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51,237
|
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|
28,081
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|
16,904
|
|
|
25,319
|
|
|||||
Selling, general & administrative expense
|
32,627
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27,691
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24,875
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|
|
22,673
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|
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21,938
|
|
|||||
Goodwill impairment
|
—
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|
|
—
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|
|
—
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|
|
—
|
|
|
17,158
|
|
|||||
Operating (loss) income
|
(1,708
|
)
|
|
21,237
|
|
|
2,057
|
|
|
(8,246
|
)
|
|
(13,031
|
)
|
|||||
Net (loss) income - continuing operations
|
(3,036
|
)
|
|
13,097
|
|
|
1,341
|
|
|
(6,994
|
)
|
|
(10,269
|
)
|
|||||
Net (loss) - discontinued operations
|
—
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|
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—
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|
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—
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|
(99
|
)
|
|
(1,251
|
)
|
|||||
Net (loss) income
|
(3,036
|
)
|
|
13,097
|
|
|
1,341
|
|
|
(7,093
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)
|
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(11,520
|
)
|
|||||
Financial Position
|
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||||||||||
Total assets
|
257,197
|
|
|
228,399
|
|
|
159,874
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|
138,638
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|
|
149,043
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|
|||||
Working capital
|
106,537
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130,233
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74,396
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|
64,868
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|
|
58,310
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|
|||||
Long-term debt, less current portion
|
71,554
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|
76,405
|
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|
25,914
|
|
|
8,804
|
|
|
23,410
|
|
|||||
Shareholders' equity
|
106,511
|
|
|
102,484
|
|
|
89,700
|
|
|
88,593
|
|
|
95,154
|
|
|||||
Financial Ratios
|
|
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|
|
|
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|
|
|
||||||||||
Current ratio
|
3.6:1
|
|
|
4.5:1
|
|
|
3.2:1
|
|
|
3.0:1
|
|
|
3.2:1
|
|
|||||
Gross profit to net sales
|
10
|
%
|
|
18
|
%
|
|
14
|
%
|
|
12
|
%
|
|
14
|
%
|
|||||
Long-term debt to capital
|
41
|
%
|
|
43
|
%
|
|
22
|
%
|
|
9
|
%
|
|
20
|
%
|
|||||
Return on average assets
|
(1
|
)%
|
|
7
|
%
|
|
1
|
%
|
|
(4
|
)%
|
|
(6
|
)%
|
|||||
Return on average equity
|
(3
|
)%
|
|
14
|
%
|
|
2
|
%
|
|
(7
|
)%
|
|
(10
|
)%
|
|||||
Per Share Data (Loss)/Income) – Diluted)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income - continuing operations
|
$
|
(0.34
|
)
|
|
$
|
1.48
|
|
|
$
|
0.15
|
|
|
$
|
(0.81
|
)
|
|
$
|
(1.18
|
)
|
Net (loss) - discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.14
|
)
|
|||||
Net (loss) income
|
(0.34
|
)
|
|
1.48
|
|
|
0.15
|
|
|
(0.82
|
)
|
|
(1.32
|
)
|
|||||
Dividends declared and paid
|
—
|
|
|
0.25
|
|
|
0.13
|
|
|
—
|
|
|
0.30
|
|
|||||
Book value
|
11.86
|
|
|
11.54
|
|
|
10.28
|
|
|
10.22
|
|
|
11.02
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
11,064
|
|
|
$
|
8,775
|
|
|
$
|
7,738
|
|
|
$
|
6,695
|
|
|
$
|
6,634
|
|
Capital expenditures
|
4,537
|
|
|
7,355
|
|
|
5,279
|
|
|
3,044
|
|
|
10,905
|
|
|||||
Employees at year end
|
606
|
|
|
607
|
|
|
533
|
|
|
412
|
|
|
411
|
|
|||||
Shareholders of record at year end
|
410
|
|
|
442
|
|
|
488
|
|
|
527
|
|
|
540
|
|
|||||
Average shares outstanding - diluted
|
8,983
|
|
|
8,878
|
|
|
8,728
|
|
|
8,650
|
|
|
8,710
|
|
|||||
Stock Price
|
|
|
|
|
|
|
|
|
|
||||||||||
Price range of common stock
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
19.65
|
|
|
$
|
24.80
|
|
|
$
|
15.30
|
|
|
$
|
11.70
|
|
|
$
|
18.49
|
|
Low
|
11.45
|
|
|
12.11
|
|
|
9.75
|
|
|
6.42
|
|
|
6.20
|
|
|||||
Close
|
12.91
|
|
|
16.59
|
|
|
13.40
|
|
|
10.95
|
|
|
6.88
|
|
•
|
Estimated obsolete or unmarketable inventory. As of December 31, 2019 and December 31, 2018, 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 $0.3 million at December 31, 2019 and December 31, 2018, 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, 2019 and December 31, 2018, the Company had $0.4 million reserved for expected physical inventory quantity losses.
|
•
|
Net loss for 2019 was $3.0 million. Add backs for non-cash items include a) depreciation and amortization expense of $11.1 million and b) stock-based compensation expense of $2.1 million, while outflows for non-cash items include c) the earn-out adjustments of $0.7 million, and d) all other non-cash items of $0.8 million. The prior year amount includes net income of $13.1 million, plus add backs for non-cash items of a) depreciation and amortization of $8.8 million, b
|
•
|
Accounts receivable generated $9.7 million of cash from operations during 2019 as days outstanding decreased 10 days in 2019, decreasing from 52 days at the end of 2018 to 42 days at the end of 2019.
|
•
|
Inventory generated $20.0 million of cash from operations as inventory levels decreased in 2019. The year-over-year decrease was primarily related to efforts to balance inventory with projected business level. Inventory turns decreased 15% from 1.90 turns at December 31, 2018, calculated on a three-month average basis, to 1.62 turns at December 31, 2019.
|
•
|
Accounts payable used $5.3 million of cash from operations in 2019, excluding the American Stainless acquisition date payable, as increased levels of business activity, which would normally increase the accounts payable balance, were offset by a return to a more normalized accounts payable days outstanding of approximately 31 days at December 31, 2019 compared to 57 days at December 31, 2018.
|
•
|
Other operating assets and liabilities used $4.2 million of cash from operations in 2019.
|
•
|
Sales commissions related to higher sales ($0.7 million higher for the full year and $40,000 higher for the fourth quarter)
|
•
|
Higher professional fees related to work performed for the American Stainless acquisition ($0.5 million higher for the full year);
|
•
|
Higher personnel costs due to annual merit increases and growth-related staffing increases ($0.8 million higher for the full year and $0.3 million higher for the fourth quarter);
|
•
|
Sales commissions related to higher sales ($0.2 million higher for the full year and $0.2 million higher for the fourth quarter)
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
251,078
|
|
|
100.0
|
%
|
|
$
|
222,242
|
|
|
100.0
|
%
|
|
$
|
152,957
|
|
|
100.0
|
%
|
Cost of goods sold
|
226,852
|
|
|
90.4
|
%
|
|
178,766
|
|
|
80.4
|
%
|
|
133,452
|
|
|
87.2
|
%
|
|||
Gross profit
|
24,226
|
|
|
9.6
|
%
|
|
43,476
|
|
|
19.6
|
%
|
|
19,505
|
|
|
12.8
|
%
|
|||
Selling, general and administrative expense
|
20,534
|
|
|
8.2
|
%
|
|
15,932
|
|
|
7.2
|
%
|
|
14,080
|
|
|
9.2
|
%
|
|||
(Gain) loss on sale-leaseback
|
—
|
|
|
—
|
%
|
|
(240
|
)
|
|
(0.1
|
)%
|
|
(240
|
)
|
|
(0.2
|
)%
|
|||
Operating income (loss)
|
$
|
3,692
|
|
|
1.5
|
%
|
|
$
|
27,784
|
|
|
12.5
|
%
|
|
$
|
5,664
|
|
|
3.7
|
%
|
•
|
The addition of ASTI operations as noted above. The full-year 2019 and fourth quarter of 2019 operating results includes $3.0 million and $0.7 million, respectively, for ASTI operations. These amounts do not reflect the earn-out adjustment for the year since that expense is not included in the Metals Segment's operating results.
|
•
|
Nickel prices and resulting surcharges for 304 and 316 alloys experienced significant increases and decreases during 2019, with the net result being significant margin reduction as inventories bought at higher surcharge levels were sold during declining pricing periods. As a result, the full year of 2019 generated a net unfavorable operating impact of $6.4 million related to metal pricing, compared to a period of significantly more favorable indexed nickel prices overall in 2018, which generated metal pricing gains of $5.0 million.
|
•
|
Year over year changes in volume, pricing and product mix in welded pipe and tube, as noted above, combined for a $13.4 million decline in operating profit margins in 2019 compared to 2018.
|
•
|
Operating income from seamless carbon pipe and tube showed a decline of $2.4 million related to lower volume and pricing noted above.
|
•
|
Allocated administrative costs (higher by $1.3 million and $0.2 million for the full-year and fourth quarter, respectively);
|
•
|
Lower incentive bonus expense on a full-year basis by $1.2 million;
|
•
|
Compensation expenses primarily related to merit increases (higher by $0.2 million on a full-year basis); and
|
•
|
Lower amortization expense (lower by $60,000 and $25,000 for the full-year and fourth quarter, respectively)
|
•
|
The addition of Munhall-Galvanized operations as noted above. The full-year 2018 and fourth quarter of 2018 operating results includes $65,000 and $95,000, respectively, for Munhall-Galvanized operations. These amounts do not reflect the earn-out adjustment for the year since that expense is not included in the Metals Segment's operating results.
|
•
|
Nickel prices and resulting surcharges for 304 and 316 alloys ended the fourth quarter of 2018 lower than the previous quarter, with surcharges for both alloys decreasing by $0.11 and $0.13 per pound, respectively; average nickel prices for the quarter generated a net unfavorable operating impact of $0.2 million related to metal pricing, compared to an unfavorable net impact of $1.0 million for the fourth quarter of 2017. The current quarter’s metal price change loss brought the full year metal price change gain to $5.0 million, compared to the full year 2017 metal price change loss of $2.6 million.
|
•
|
Year over year changes in volume, pricing and product mix, as noted above, combined for a 53 percent improvement in gross profit margins in 2018 compared to 2017.
|
•
|
Operating income from seamless carbon pipe and tube showed a significant 246 percent improvement over the prior year.
|
•
|
Higher incentive bonus expense ($1.2 million higher and $0.2 million higher for the full-year and fourth quarter, respectively);
|
•
|
Lower lease expenses related to the inclusion of the Munhall facility into the Master Lease with Store Funding ($0.4 million lower for the full year - see Note 10 to the Consolidated Financial Statements);
|
•
|
Allocated administrative costs (higher by $0.4 million and $96,000 for the full-year and fourth quarter, respectively);
|
•
|
Compensation expenses primarily related to merit increases and higher direct sales headcount (higher by $0.7 million and $0.3 million for the full-year and fourth quarter, respectively), which were offset by lower commissions on a full year basis by $0.3 million;
|
•
|
Higher travel costs (higher by $0.2 million and $67,000 for the full-year and fourth quarter, respectively);
|
•
|
Higher bad debt expense (higher by $0.2 million and $0.2 million for full-year and fourth quarter, respectively); and
|
•
|
Lower amortization expense (lower by $63,000 and $10,000 for the full-year and fourth quarter, respectively)
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Net sales
|
$
|
54,090
|
|
|
100.0
|
%
|
|
$
|
58,599
|
|
|
100.0
|
%
|
|
$
|
48,191
|
|
|
100.0
|
%
|
Cost of goods sold
|
46,983
|
|
|
86.9
|
%
|
|
50,393
|
|
|
86.0
|
%
|
|
39,217
|
|
|
81.4
|
%
|
|||
Gross profit
|
7,107
|
|
|
13.1
|
%
|
|
8,206
|
|
|
14.0
|
%
|
|
8,974
|
|
|
18.6
|
%
|
|||
Selling, general and administrative expense
|
4,296
|
|
|
7.9
|
%
|
|
4,327
|
|
|
7.4
|
%
|
|
4,679
|
|
|
9.7
|
%
|
|||
(Gain) loss on sale-leaseback
|
—
|
|
|
—
|
%
|
|
(95
|
)
|
|
(0.2
|
)%
|
|
(95
|
)
|
|
(0.2
|
)%
|
|||
Operating income
|
$
|
2,811
|
|
|
5.2
|
%
|
|
$
|
3,974
|
|
|
6.8
|
%
|
|
$
|
4,390
|
|
|
9.1
|
%
|
•
|
Lower sales commissions ($0.3 million and $0.1 million lower for the full-year and fourth quarter, respectively);
|
•
|
Lower incentive based bonuses ($0.1 million and $38,500 lower for the full-year and fourth quarter, respectively);
|
•
|
Higher wages and benefits ($62,000 and $13,000 higher for the full-year and fourth quarter, respectively); and
|
•
|
Higher professional fees and allocated expenses ($0.3 million and $56,000 higher for the full-year and fourth quarter, respectively).
|
•
|
Lower wages and benefits in 2018 ($0.2 million and $38,000 lower for the full-year and fourth quarter, respectively);
|
•
|
Lower professional fees and allocated expenses ($0.4 million and $0.1 million lower for the full-year and fourth quarter, respectively);
|
•
|
Lower bad debt expenses ($0.2 million and $15,000 lower for the full-year and fourth quarter, respectively); and
|
•
|
A $0.3 million gain related to a legal settlement in 2018;
|
•
|
Higher sales commissions ($0.5 million and $0.2 million higher for the full-year and fourth quarter, respectively); and
|
•
|
Higher incentive based bonuses ($0.3 million and $0.2 million higher for the full-year and fourth quarter, respectively).
|
•
|
Three year Long-Term Incentive Plan performance shares were accrued in the current year, at a cost of $0.7 million;
|
•
|
Professional fees increased by $0.5 million from the prior year resulting from higher audit and banking fees in the current year;
|
•
|
Lower unallocated acquisition costs of $0.7 million related to the American Stainless acquisition, which transaction closed on January 1, 2019.
|
•
|
Performance based bonuses increased $0.5 million from the prior year. Pre-defined Adjusted EBITDA targets were achieved in both 2018 and 2017;
|
•
|
Acquisition costs increased $0.4 million from the prior year due to the MUSA-Galvanized acquisition in the third quarter of 2018 (see Note 15 to the Consolidated Financial Statements), as well as fourth quarter costs incurred due to the American Stainless acquisition, which transaction closed on January 1, 2019 (see Note 15 to the Consolidated Financial Statements); and
|
•
|
Personnel costs were $0.3 million higher as a result of normal annual rate increases;
|
|
|
|
Payment Obligations for the Year Ended
|
||||||||||||||||||||||||
(in thousands)
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving credit facility
|
$
|
59,221
|
|
|
$
|
—
|
|
|
$
|
59,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
|
16,333
|
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
333
|
|
|
—
|
|
|||||||
Interest on bank debt
|
7,775
|
|
|
3,798
|
|
|
3,651
|
|
|
234
|
|
|
86
|
|
|
6
|
|
|
—
|
|
|||||||
Finance lease
|
603
|
|
|
275
|
|
|
316
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
66,622
|
|
|
3,562
|
|
|
3,635
|
|
|
3,673
|
|
|
3,563
|
|
|
3,635
|
|
|
48,554
|
|
|||||||
Total
|
$
|
150,554
|
|
|
$
|
11,635
|
|
|
$
|
70,823
|
|
|
$
|
7,919
|
|
|
$
|
7,649
|
|
|
$
|
3,974
|
|
|
$
|
48,554
|
|
•
|
$59.2 million under a revolving line of credit with an availability of $13.4 million, expiring on December 20, 2021 with a variable interest rate of 3.50 percent.
|
•
|
$16.3 million under a term loan, expiring January 1, 2024 with a variable interest rate of 3.69 percent.
|
•
|
An interest rate swap contract with a notional amount of $6.0 million 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 $6,088.
|
|
Page
|
Financial Statements
|
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
626
|
|
|
$
|
2,220
|
|
Accounts receivable, net
|
35,074
|
|
|
41,065
|
|
||
Inventories, net
|
|
|
|
||||
Raw materials
|
42,643
|
|
|
59,779
|
|
||
Work-in-process
|
17,354
|
|
|
21,034
|
|
||
Finished goods
|
38,189
|
|
|
33,389
|
|
||
Total inventories, net
|
98,186
|
|
|
114,202
|
|
||
Prepaid expenses and other current assets
|
13,229
|
|
|
9,983
|
|
||
Total current assets
|
147,115
|
|
|
167,470
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
40,690
|
|
|
40,925
|
|
||
Right-of-use assets, operating leases, net
|
35,772
|
|
|
—
|
|
||
Goodwill
|
17,558
|
|
|
9,800
|
|
||
Intangible assets, net
|
15,714
|
|
|
9,696
|
|
||
Deferred charges, net and other non-current assets
|
348
|
|
|
508
|
|
||
|
|
|
|
||||
Total assets
|
$
|
257,197
|
|
|
$
|
228,399
|
|
|
|
|
|
||||
Liabilities and Shareholders' equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
21,150
|
|
|
$
|
25,074
|
|
Accrued expenses
|
11,613
|
|
|
12,163
|
|
||
Current portion of long-term debt
|
4,000
|
|
|
—
|
|
||
Current portion of operating lease liabilities
|
3,562
|
|
|
—
|
|
||
Current portion of finance lease liabilities
|
253
|
|
|
—
|
|
||
Total current liabilities
|
40,578
|
|
|
37,237
|
|
||
|
|
|
|
||||
Long-term debt
|
71,554
|
|
|
76,405
|
|
||
Long-term portion of earn-out liability
|
3,578
|
|
|
4,704
|
|
||
Long-term portion of operating lease liabilities
|
33,723
|
|
|
—
|
|
||
Long-term portion of finance lease liabilities
|
336
|
|
|
—
|
|
||
Long-term deferred sale-leaseback gain
|
—
|
|
|
5,599
|
|
||
Deferred income taxes
|
790
|
|
|
253
|
|
||
Other long-term liabilities
|
127
|
|
|
1,717
|
|
||
|
|
|
|
||||
Shareholders' equity
|
|
|
|
||||
Common stock, par value $1 per share - authorized 24,000,000 shares; issued 10,300,000 shares
|
10,300
|
|
|
10,300
|
|
||
Capital in excess of par value
|
37,407
|
|
|
36,521
|
|
||
Retained earnings
|
70,552
|
|
|
68,965
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
—
|
|
||
|
118,259
|
|
|
115,786
|
|
||
Less cost of common stock in treasury - 1,257,784 and 1,424,279 shares, respectively
|
11,748
|
|
|
13,302
|
|
||
Total shareholders' equity
|
106,511
|
|
|
102,484
|
|
||
Commitments and contingencies – see Note 11
|
|
|
|
||||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
257,197
|
|
|
$
|
228,399
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
305,168
|
|
|
$
|
280,841
|
|
|
$
|
201,148
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
274,395
|
|
|
229,604
|
|
|
173,067
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
30,773
|
|
|
51,237
|
|
|
28,081
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expense
|
32,627
|
|
|
27,691
|
|
|
24,875
|
|
|||
Acquisition related costs
|
601
|
|
|
1,212
|
|
|
795
|
|
|||
Earn-out adjustments
|
(747
|
)
|
|
1,431
|
|
|
688
|
|
|||
Gain on sale-leaseback
|
—
|
|
|
(334
|
)
|
|
(334
|
)
|
|||
Operating (loss) income
|
(1,708
|
)
|
|
21,237
|
|
|
2,057
|
|
|||
Other (income) and expense
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
3,818
|
|
|
2,211
|
|
|
985
|
|
|||
Change in fair value of interest rate swap
|
141
|
|
|
(20
|
)
|
|
(96
|
)
|
|||
Other, net
|
(1,904
|
)
|
|
2,573
|
|
|
(310
|
)
|
|||
(Loss) Income before income taxes
|
(3,763
|
)
|
|
16,473
|
|
|
1,478
|
|
|||
(Benefit from) provision for income taxes
|
(727
|
)
|
|
3,376
|
|
|
137
|
|
|||
Net (loss) income
|
(3,036
|
)
|
|
13,097
|
|
|
1,341
|
|
|||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Unrealized gains on available for sale securities, net
|
—
|
|
|
—
|
|
|
355
|
|
|||
Reclassification adjustment for gains included in net income, net
|
—
|
|
|
—
|
|
|
(366
|
)
|
|||
Comprehensive (loss) income
|
$
|
(3,036
|
)
|
|
$
|
13,097
|
|
|
$
|
1,330
|
|
|
|
|
|
|
|
||||||
Net (loss) income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.34
|
)
|
|
$
|
1.49
|
|
|
$
|
0.15
|
|
Diluted
|
$
|
(0.34
|
)
|
|
$
|
1.48
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
8,983
|
|
|
8,806
|
|
|
8,705
|
|
|||
Diluted
|
8,983
|
|
|
8,878
|
|
|
8,728
|
|
|
Common Stock
|
|
Capital in Excess of
Par Value
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Cost of Common Stock in Treasury
|
|
Total
|
||||||||||||
Balance at December 31, 2016
|
$
|
10,300
|
|
|
$
|
34,714
|
|
|
$
|
57,937
|
|
|
$
|
—
|
|
|
$
|
(14,358
|
)
|
|
$
|
88,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
—
|
|
|
1,341
|
|
|
—
|
|
|
—
|
|
|
1,341
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Payment of dividends, $0.13 per share
|
—
|
|
|
—
|
|
|
(1,149
|
)
|
|
—
|
|
|
—
|
|
|
(1,149
|
)
|
||||||
Stock options exercised for 5,389 shares, net
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
—
|
|
||||||
Issuance of 58,532 shares of common stock from the treasury
|
—
|
|
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
515
|
|
|
288
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
638
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
638
|
|
||||||
Balance at December 31, 2017
|
$
|
10,300
|
|
|
$
|
35,193
|
|
|
$
|
58,129
|
|
|
$
|
(11
|
)
|
|
$
|
(13,911
|
)
|
|
$
|
89,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
—
|
|
|
13,097
|
|
|
—
|
|
|
—
|
|
|
13,097
|
|
||||||
Cumulative adjustment due to adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
||||||
Payment of dividends, $0.25 per share
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
||||||
Issuance of 66,632 shares of common stock from the treasury
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
593
|
|
|
276
|
|
||||||
Stock options exercised for 31,488 shares, net
|
—
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
(396
|
)
|
|
(149
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
827
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
827
|
|
||||||
Issuance of 44,378 shares in connection with at-the-market offering
|
—
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
412
|
|
|
983
|
|
||||||
Balance at December 31, 2018
|
$
|
10,300
|
|
|
$
|
36,521
|
|
|
$
|
68,965
|
|
|
$
|
—
|
|
|
$
|
(13,302
|
)
|
|
$
|
102,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
(3,036
|
)
|
|
—
|
|
|
—
|
|
|
(3,036
|
)
|
||||||
Cumulative-effect adjustment related to ASU 2016-02, net of tax
|
—
|
|
|
|
|
|
4,623
|
|
|
—
|
|
|
|
|
|
4,623
|
|
||||||
Issuance of 162,869 shares of common stock from the treasury
|
—
|
|
|
(1,217
|
)
|
|
—
|
|
|
—
|
|
|
1,521
|
|
|
304
|
|
||||||
Stock options exercised for 3,628 shares, net
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
45
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
2,091
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,091
|
|
||||||
Balance at December 31, 2019
|
$
|
10,300
|
|
|
$
|
37,407
|
|
|
$
|
70,552
|
|
|
$
|
—
|
|
|
$
|
(11,748
|
)
|
|
$
|
106,511
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(3,036
|
)
|
|
$
|
13,097
|
|
|
$
|
1,341
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation expense
|
7,578
|
|
|
6,412
|
|
|
5,295
|
|
|||
Amortization expense
|
3,486
|
|
|
2,363
|
|
|
2,443
|
|
|||
Amortization of debt issuance costs
|
160
|
|
|
132
|
|
|
60
|
|
|||
Unrealized (gain) loss on equity securities
|
(1,547
|
)
|
|
2,573
|
|
|
—
|
|
|||
Deferred income taxes
|
(773
|
)
|
|
(383
|
)
|
|
(1,037
|
)
|
|||
Gain on sale of available for sale securities
|
(326
|
)
|
|
—
|
|
|
(310
|
)
|
|||
Earn-out adjustments
|
(747
|
)
|
|
1,431
|
|
|
688
|
|
|||
Payments of earn-out liabilities in excess of acquisition date fair value
|
(448
|
)
|
|
(194
|
)
|
|
—
|
|
|||
(Reduction of) provision for losses on accounts receivable
|
(171
|
)
|
|
240
|
|
|
202
|
|
|||
Provision for losses on inventories
|
1,617
|
|
|
1,828
|
|
|
1,196
|
|
|||
(Gain) loss on sale of property, plant and equipment
|
(50
|
)
|
|
(18
|
)
|
|
25
|
|
|||
Amortization of deferred gain on sale-leaseback
|
—
|
|
|
(334
|
)
|
|
(334
|
)
|
|||
Noncash lease expense
|
560
|
|
|
445
|
|
|
397
|
|
|||
Change in fair value of interest rate swap
|
(141
|
)
|
|
(20
|
)
|
|
(96
|
)
|
|||
Issuance of treasury stock for director fees
|
304
|
|
|
276
|
|
|
288
|
|
|||
Stock-based compensation expense
|
2,091
|
|
|
827
|
|
|
638
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
9,696
|
|
|
(10,413
|
)
|
|
(10,877
|
)
|
|||
Inventories
|
19,962
|
|
|
(41,157
|
)
|
|
(7,088
|
)
|
|||
Other assets and liabilities
|
179
|
|
|
(1,524
|
)
|
|
11,230
|
|
|||
Accounts payable
|
(5,323
|
)
|
|
(234
|
)
|
|
7,572
|
|
|||
Accrued expenses
|
(3,317
|
)
|
|
2,093
|
|
|
(9,424
|
)
|
|||
Accrued income taxes
|
(1,114
|
)
|
|
1,339
|
|
|
26
|
|
|||
Net cash provided by (used in) operating activities
|
28,640
|
|
|
(21,221
|
)
|
|
2,235
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
(4,537
|
)
|
|
(7,355
|
)
|
|
(5,279
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
189
|
|
|
—
|
|
|
73
|
|
|||
Purchases of equity securities
|
(544
|
)
|
|
(4,970
|
)
|
|
(4,383
|
)
|
|||
Proceeds from sale of available for sale securities
|
1,092
|
|
|
—
|
|
|
4,142
|
|
|||
Acquisition of the stainless pipe and tube assets of Marcegaglia USA, Inc. ("MUSA")
|
—
|
|
|
—
|
|
|
(11,953
|
)
|
|||
Acquisition of the galvanized pipe and tube assets of MUSA
|
—
|
|
|
(10,378
|
)
|
|
—
|
|
|||
Acquisition of ASTI
|
(21,895
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(25,695
|
)
|
|
(22,703
|
)
|
|
(17,400
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
(Repayments) borrowings from line of credit
|
(17,185
|
)
|
|
50,492
|
|
|
17,109
|
|
|||
Borrowings from term loan
|
20,000
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from at-the-market offering
|
—
|
|
|
983
|
|
|
—
|
|
|||
Payments on long-term debt
|
(3,666
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on finance lease obligations
|
(106
|
)
|
|
(337
|
)
|
|
(125
|
)
|
|||
Payments on earn-out liabilities
|
(3,627
|
)
|
|
(2,261
|
)
|
|
(518
|
)
|
|||
Payments of debt issuance costs
|
—
|
|
|
(383
|
)
|
|
(200
|
)
|
|||
Proceeds from exercised stock options
|
45
|
|
|
142
|
|
|
—
|
|
|||
Dividends paid
|
—
|
|
|
(2,215
|
)
|
|
(1,149
|
)
|
|||
Tax withholdings related to net share settlements of exercised stock options
|
—
|
|
|
(291
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(4,539
|
)
|
|
46,130
|
|
|
15,117
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(1,594
|
)
|
|
2,206
|
|
|
(48
|
)
|
|||
Cash and cash equivalents at beginning of year
|
2,220
|
|
|
14
|
|
|
62
|
|
|||
Cash and cash equivalents at end of year
|
$
|
626
|
|
|
$
|
2,220
|
|
|
$
|
14
|
|
•
|
Estimated obsolete or unmarketable inventory. The Company identified inventory items with no sales activity for finished goods or no usage for raw materials for a certain period of time. For those inventory items not currently being marketed and unable to be sold, a reserve was established for 100 percent of the inventory cost less any estimated scrap proceeds. The Company reserved $0.3 million at December 31, 2019 and December 31, 2018, 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
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets or liabilities in non-active markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
(in thousands)
|
|
MUSA-Stainless
|
|
MUSA-Galvanized
|
|
American Stainless
|
|
Total
|
||||||||
Balance at December 31, 2017
|
|
$
|
4,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,834
|
|
Fair value of the earn-out liability associated with the MUSA-Galvanized acquisition
|
|
—
|
|
|
3,800
|
|
|
—
|
|
|
$
|
3,800
|
|
|||
Earn-out payments during the period
|
|
(2,164
|
)
|
|
(291
|
)
|
|
—
|
|
|
$
|
(2,455
|
)
|
|||
Changes in fair value during the period
|
|
1,582
|
|
|
(151
|
)
|
|
—
|
|
|
$
|
1,431
|
|
|||
Balance at December 31, 2018
|
|
$
|
4,252
|
|
|
$
|
3,358
|
|
|
$
|
—
|
|
|
$
|
7,610
|
|
Fair value of the earn-out liability associated with the American Stainless (ASTI) acquisition
|
|
—
|
|
|
—
|
|
|
6,366
|
|
|
$
|
6,366
|
|
|||
Earn-out payments during period
|
|
(1,634
|
)
|
|
(712
|
)
|
|
(1,729
|
)
|
|
$
|
(4,075
|
)
|
|||
Changes in fair value during the period
|
|
(215
|
)
|
|
(864
|
)
|
|
332
|
|
|
$
|
(747
|
)
|
|||
Balance at December 31, 2019
|
|
$
|
2,403
|
|
|
$
|
1,782
|
|
|
$
|
4,969
|
|
|
$
|
9,154
|
|
(in thousands)
|
2019
|
|
2018
|
||||
Land
|
$
|
63
|
|
|
$
|
63
|
|
Leasehold improvements
|
1,921
|
|
|
1,163
|
|
||
Buildings
|
214
|
|
|
412
|
|
||
Machinery, fixtures and equipment
|
100,300
|
|
|
92,931
|
|
||
Construction-in-progress
|
2,999
|
|
|
3,644
|
|
||
|
105,497
|
|
|
98,213
|
|
||
Less accumulated depreciation
|
64,807
|
|
|
57,288
|
|
||
Property, plant and equipment, net
|
$
|
40,690
|
|
|
$
|
40,925
|
|
(in thousands)
|
Specialty Chemicals Segment
|
|
Metals Segment
|
|
Total
|
||||||
Balance at December 31, 2017
|
$
|
1,355
|
|
|
$
|
4,649
|
|
|
$
|
6,004
|
|
MUSA-Galvanized Acquisition
|
—
|
|
|
3,796
|
|
|
3,796
|
|
|||
Balance at December 31, 2018
|
$
|
1,355
|
|
|
$
|
8,445
|
|
|
$
|
9,800
|
|
American Stainless Acquisition
|
—
|
|
|
7,758
|
|
|
7,758
|
|
|||
Balance December 31, 2019
|
$
|
1,355
|
|
|
$
|
16,203
|
|
|
$
|
17,558
|
|
(in thousands)
|
2019
|
|
2018
|
||||
$100 million Revolving line of credit, due December 20, 2021
|
$
|
59,221
|
|
|
$
|
76,405
|
|
$20 million Term loan, due January 1, 2024
|
$
|
16,333
|
|
|
$
|
—
|
|
|
$
|
75,554
|
|
|
$
|
76,405
|
|
2020
|
4,000
|
|
2021
|
63,221
|
|
2022
|
4,000
|
|
2023
|
4,000
|
|
2024
|
333
|
|
Thereafter
|
—
|
|
(in thousands)
|
2019
|
|
2018
|
||||
Salaries, wages, and commissions
|
2,972
|
|
|
5,208
|
|
||
Taxes, other than income taxes
|
406
|
|
|
852
|
|
||
Current portion of earn-out liability
|
5,576
|
|
|
2,907
|
|
||
Advances from customers
|
153
|
|
|
178
|
|
||
Insurance
|
578
|
|
|
321
|
|
||
Professional fees
|
265
|
|
|
256
|
|
||
Warranty reserve
|
11
|
|
|
38
|
|
||
Benefit plans
|
242
|
|
|
266
|
|
||
Insurance financing liability
|
668
|
|
|
347
|
|
||
Current portion, capital lease obligation
|
39
|
|
|
267
|
|
||
Customer rebate liability
|
275
|
|
|
701
|
|
||
Current portion, deferred gain sale-leaseback
|
—
|
|
|
334
|
|
||
Other accrued items
|
428
|
|
|
488
|
|
||
Total accrued expenses
|
$
|
11,613
|
|
|
$
|
12,163
|
|
|
Weighted
Average
Exercise
Price
|
|
Options
Outstanding
|
|
Weighted
Average
Contractual
Term
(in years)
|
|
Intrinsic
Value of
Options
|
|
Options
Available
|
||||||
At December 31, 2016
|
$
|
12.77
|
|
|
173,048
|
|
|
5.4
|
|
$
|
—
|
|
|
152,965
|
|
Exercised
|
$
|
11.55
|
|
|
(25,632
|
)
|
|
|
|
$
|
78,818
|
|
|
|
|
Expired
|
$
|
15.26
|
|
|
(1,905
|
)
|
|
|
|
|
|
1,905
|
|
||
At December 31, 2017
|
$
|
12.96
|
|
|
145,511
|
|
|
4.6
|
|
$
|
156,445
|
|
|
154,870
|
|
Exercised
|
$
|
12.09
|
|
|
(85,440
|
)
|
|
|
|
$
|
842,742
|
|
|
|
|
Expired
|
$
|
16.01
|
|
|
(975
|
)
|
|
|
|
|
|
|
975
|
|
|
At December 31, 2018
|
$
|
14.16
|
|
|
59,096
|
|
|
4.8
|
|
$
|
143,737
|
|
|
155,845
|
|
Exercised
|
$
|
12.61
|
|
|
(3,628
|
)
|
|
|
|
|
|
|
—
|
|
|
At December 31, 2019
|
$
|
14.26
|
|
|
55,468
|
|
|
3.8
|
|
$
|
18,331
|
|
|
155,845
|
|
Exercisable options
|
$
|
14.13
|
|
|
51,745
|
|
|
3.7
|
|
$
|
18,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options expected to vest:
|
|
|
|
|
|
|
|
|
Grant Date Fair Value
|
|
|
|
|||
December 31, 2017
|
$
|
14.72
|
|
|
25,650
|
|
|
6.5
|
|
$
|
6.41
|
|
|
|
|
Vested
|
$
|
14.78
|
|
|
(15,380
|
)
|
|
|
|
$
|
6.38
|
|
|
|
|
Forfeited unvested options
|
$
|
16.01
|
|
|
(301
|
)
|
|
|
|
|
|
|
|||
At December 31, 2018
|
$
|
15.83
|
|
|
9,969
|
|
|
6.0
|
|
$
|
6.44
|
|
|
|
|
Vested
|
$
|
15.72
|
|
|
(6,246
|
)
|
|
|
|
$
|
6.46
|
|
|
|
|
At December 31, 2019
|
$
|
16.01
|
|
|
3,723
|
|
|
5.1
|
|
$
|
6.11
|
|
|
|
Range of Exercise Prices
|
|
Outstanding Stock Options
|
|
Exercisable Stock Options
|
||||||||||||||
|
Shares
|
|
Weighted Average
|
|
Shares
|
|
Weighted Average Exercise Price
|
|||||||||||
|
|
Exercise Price
|
|
Remaining Contractual Life in Years
|
|
|
||||||||||||
$
|
11.35
|
|
|
11,713
|
|
|
$
|
11.35
|
|
|
2.10
|
|
11,713
|
|
|
$
|
11.35
|
|
$
|
13.70
|
|
|
13,994
|
|
|
$
|
13.70
|
|
|
3.10
|
|
13,994
|
|
|
$
|
13.70
|
|
$
|
14.76
|
|
|
8,109
|
|
|
$
|
14.76
|
|
|
4.14
|
|
8,109
|
|
|
$
|
14.76
|
|
$
|
16.01
|
|
|
21,652
|
|
|
$
|
16.01
|
|
|
5.11
|
|
17,929
|
|
|
$
|
16.01
|
|
|
|
|
55,468
|
|
|
|
|
|
|
|
51,745
|
|
|
|
|
|
Units(1)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2018
|
100,037
|
|
|
$
|
10.56
|
|
Granted
|
35,887
|
|
|
$
|
15.72
|
|
Vested(2)
|
(57,938
|
)
|
|
$
|
9.58
|
|
Forfeited/Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested at December 31, 2019
|
77,986
|
|
|
$
|
13.66
|
|
(in thousands)
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Sale leaseback deferred gain
|
$
|
—
|
|
|
$
|
1,311
|
|
Inventory valuation reserves
|
199
|
|
|
174
|
|
||
Inventory capitalization
|
1,696
|
|
|
1,501
|
|
||
Accrued bonus
|
497
|
|
|
911
|
|
||
State net operating loss carryforwards
|
1,835
|
|
|
1,934
|
|
||
Federal net operating loss carryforwards
|
139
|
|
|
—
|
|
||
Equity security mark to market
|
217
|
|
|
622
|
|
||
Straight line lease
|
—
|
|
|
231
|
|
||
Lease liabilities
|
8,945
|
|
|
150
|
|
||
Interest limitation carryforwards
|
754
|
|
|
—
|
|
||
Other
|
445
|
|
|
453
|
|
||
Total deferred income tax assets
|
14,727
|
|
|
7,287
|
|
||
Valuation allowance
|
(1,700
|
)
|
|
(1,766
|
)
|
||
Total net deferred income tax assets
|
13,027
|
|
|
5,521
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Tax over book depreciation and amortization
|
4,859
|
|
|
5,121
|
|
||
Prepaid expenses
|
296
|
|
|
377
|
|
||
Lease assets
|
8,537
|
|
|
92
|
|
||
Interest rate swap
|
77
|
|
|
104
|
|
||
Other
|
48
|
|
|
80
|
|
||
Total deferred income tax liabilities
|
13,817
|
|
|
5,774
|
|
||
Deferred income taxes
|
$
|
(790
|
)
|
|
$
|
(253
|
)
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(10
|
)
|
|
$
|
3,469
|
|
|
$
|
1,067
|
|
State
|
57
|
|
|
290
|
|
|
107
|
|
|||
Total current
|
47
|
|
|
3,759
|
|
|
1,174
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(833
|
)
|
|
(108
|
)
|
|
(1,043
|
)
|
|||
State
|
59
|
|
|
(275
|
)
|
|
6
|
|
|||
Total deferred
|
(774
|
)
|
|
(383
|
)
|
|
(1,037
|
)
|
|||
Total
|
$
|
(727
|
)
|
|
$
|
3,376
|
|
|
$
|
137
|
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||
Tax at U.S. statutory rates
|
$
|
(790
|
)
|
|
21.0
|
%
|
|
$
|
3,459
|
|
|
21.0
|
%
|
|
$
|
503
|
|
|
34.0
|
%
|
State income taxes, net of federal tax benefit
|
165
|
|
|
(4.4
|
)%
|
|
269
|
|
|
1.6
|
%
|
|
66
|
|
|
4.4
|
%
|
|||
State valuation allowance
|
(60
|
)
|
|
1.6
|
%
|
|
(315
|
)
|
|
(1.9
|
)%
|
|
8
|
|
|
0.6
|
%
|
|||
Manufacturing exemption
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(117
|
)
|
|
(7.9
|
)%
|
|||
Stock option compensation
|
(155
|
)
|
|
4.1
|
%
|
|
(39
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Executive compensation limitation
|
57
|
|
|
(1.5
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other nondeductible expenses
|
64
|
|
|
(1.7
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Rate change effects
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(381
|
)
|
|
(25.8
|
)%
|
|||
Other, net
|
(8
|
)
|
|
0.2
|
%
|
|
2
|
|
|
—
|
%
|
|
58
|
|
|
4.0
|
%
|
|||
Total
|
$
|
(727
|
)
|
|
19.3
|
%
|
|
$
|
3,376
|
|
|
20.5
|
%
|
|
$
|
137
|
|
|
9.3
|
%
|
Operating Leases
|
7.32
|
%
|
Finance Leases
|
11.94
|
%
|
Classification
|
|
Financial Statement Line Item
|
|
December 31, 2019
|
|
|
Assets
|
|
Right-of-use assets, operating leases
|
|
$
|
35,772
|
|
Assets
|
|
Property, plant and equipment, net
|
|
401
|
|
|
Current liabilities
|
|
Current portion of lease liabilities, operating leases
|
|
3,562
|
|
|
Current liabilities
|
|
Current portion of lease liabilities, finance leases
|
|
253
|
|
|
Non-current liabilities
|
|
Non-current portion of lease liabilities, operating leases
|
|
33,723
|
|
|
Non-current liabilities
|
|
Non-current portion of lease liabilities, finance leases
|
|
336
|
|
(in thousands)
|
December 31, 2019
|
||
Operating lease cost
|
$
|
4,112
|
|
Finance lease cost:
|
|
||
Reduction in carrying amount of right-of-use assets
|
175
|
|
|
Interest on finance lease liabilities
|
85
|
|
|
Total lease cost
|
$
|
4,372
|
|
(in thousands)
|
Operating
|
|
Finance
|
||||
2020
|
3,562
|
|
|
275
|
|
||
2021
|
3,635
|
|
|
316
|
|
||
2022
|
3,673
|
|
|
12
|
|
||
2023
|
3,563
|
|
|
—
|
|
||
2024
|
3,635
|
|
|
—
|
|
||
Thereafter
|
48,554
|
|
|
—
|
|
||
Total undiscounted minimum future lease payments
|
66,622
|
|
|
603
|
|
||
Imputed Interest
|
29,337
|
|
|
14
|
|
||
Total lease liabilities
|
$
|
37,285
|
|
|
$
|
589
|
|
Operating Leases
|
16.55 years
|
Finance Leases
|
2.16 years
|
(in thousands)
|
Operating
|
|
Capital
|
||||
2019
|
$
|
3,207
|
|
|
$
|
354
|
|
2020
|
3,244
|
|
|
358
|
|
||
2021
|
3,239
|
|
|
347
|
|
||
2022
|
3,225
|
|
|
18
|
|
||
2023
|
3,103
|
|
|
—
|
|
||
Thereafter
|
45,337
|
|
|
—
|
|
||
Total undiscounted minimum future operating lease payments
|
|
|
1,077
|
|
|||
Imputed Interest
|
|
|
165
|
|
|||
Total lease liabilities recorded as of December 31, 2018
|
|
|
$
|
912
|
|
(in thousands, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(3,036
|
)
|
|
$
|
13,097
|
|
|
$
|
1,341
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Denominator for basic earnings per share - weighted average shares
|
8,983
|
|
|
8,806
|
|
|
8,705
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
Employee stock options and stock grants
|
—
|
|
|
72
|
|
|
23
|
|
|||
Denominator for diluted earnings per share - weighted average shares
|
8,983
|
|
|
8,878
|
|
|
8,728
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.34
|
)
|
|
$
|
1.49
|
|
|
$
|
0.15
|
|
Diluted
|
$
|
(0.34
|
)
|
|
$
|
1.48
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
||||||
Metals Segment
|
$
|
251,078
|
|
|
$
|
222,242
|
|
|
$
|
152,957
|
|
Specialty Chemicals Segment
|
54,090
|
|
|
58,599
|
|
|
48,191
|
|
|||
|
$
|
305,168
|
|
|
$
|
280,841
|
|
|
$
|
201,148
|
|
Operating (loss) income
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
3,692
|
|
|
$
|
27,544
|
|
|
$
|
5,424
|
|
Gain on sale-leaseback
|
—
|
|
|
240
|
|
|
240
|
|
|||
Total Metals Segment
|
3,692
|
|
|
27,784
|
|
|
5,664
|
|
|||
Specialty Chemicals Segment
|
2,811
|
|
|
3,879
|
|
|
4,295
|
|
|||
Gain on sale-leaseback
|
—
|
|
|
95
|
|
|
95
|
|
|||
Total Specialty Chemicals Segment
|
2,811
|
|
|
3,974
|
|
|
4,390
|
|
|||
|
6,503
|
|
|
31,758
|
|
|
10,054
|
|
|||
|
|
|
|
|
|
||||||
Unallocated corporate expenses
|
8,357
|
|
|
7,878
|
|
|
6,513
|
|
|||
Earn-out adjustments
|
(747
|
)
|
|
1,431
|
|
|
689
|
|
|||
Acquisition related costs
|
601
|
|
|
1,212
|
|
|
795
|
|
|||
Operating (loss) income
|
(1,708
|
)
|
|
21,237
|
|
|
2,057
|
|
|||
Interest expense
|
3,818
|
|
|
2,211
|
|
|
985
|
|
|||
Change in fair value of interest rate swap
|
141
|
|
|
(20
|
)
|
|
(96
|
)
|
|||
Other income, net
|
(1,904
|
)
|
|
2,573
|
|
|
(310
|
)
|
|||
(Loss) income before income taxes
|
$
|
(3,763
|
)
|
|
$
|
16,473
|
|
|
$
|
1,478
|
|
|
|
|
|
|
|
||||||
Identifiable assets
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
186,758
|
|
|
$
|
192,196
|
|
|
|
||
Specialty Chemicals Segment
|
25,428
|
|
|
28,175
|
|
|
|
||||
Corporate
|
45,011
|
|
|
8,028
|
|
|
|
||||
|
$
|
257,197
|
|
|
$
|
228,399
|
|
|
|
||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
9,439
|
|
|
$
|
7,198
|
|
|
$
|
6,281
|
|
Specialty Chemicals Segment
|
1,461
|
|
|
1,428
|
|
|
1,302
|
|
|||
Corporate
|
164
|
|
|
149
|
|
|
155
|
|
|||
|
$
|
11,064
|
|
|
$
|
8,775
|
|
|
$
|
7,738
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Metals Segment
|
$
|
2,812
|
|
|
$
|
5,969
|
|
|
$
|
3,406
|
|
Specialty Chemicals Segment
|
1,157
|
|
|
1,298
|
|
|
1,650
|
|
|||
Corporate
|
568
|
|
|
88
|
|
|
223
|
|
|||
|
$
|
4,537
|
|
|
$
|
7,355
|
|
|
$
|
5,279
|
|
Sales by product group
|
|
|
|
|
|
||||||
Specialty chemicals
|
$
|
54,090
|
|
|
$
|
58,599
|
|
|
$
|
48,191
|
|
Stainless steel pipe and tube
|
167,907
|
|
|
146,237
|
|
|
100,254
|
|
|||
Heavy wall seamless carbon steel pipe and tube
|
30,607
|
|
|
32,474
|
|
|
25,103
|
|
|||
Fiberglass and steel liquid storage tanks and separation equipment
|
28,722
|
|
|
31,654
|
|
|
27,600
|
|
|||
Galvanized pipe and tube
|
23,842
|
|
|
11,877
|
|
|
—
|
|
|||
|
$
|
305,168
|
|
|
$
|
280,841
|
|
|
$
|
201,148
|
|
Geographic sales
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
297,808
|
|
|
$
|
273,244
|
|
|
$
|
196,172
|
|
Elsewhere
|
7,360
|
|
|
7,597
|
|
|
4,976
|
|
|||
|
$
|
305,168
|
|
|
$
|
280,841
|
|
|
$
|
201,148
|
|
(in thousands)
|
Initial estimate
|
|
Revisions
|
|
Final
|
||||||
Inventories
|
$
|
5,564
|
|
|
$
|
—
|
|
|
$
|
5,564
|
|
Accounts receivable
|
3,534
|
|
|
—
|
|
|
3,534
|
|
|||
Other current assets - production and maintenance supplies
|
605
|
|
|
—
|
|
|
605
|
|
|||
Property, plant and equipment
|
2,793
|
|
|
—
|
|
|
2,793
|
|
|||
Customer list intangible
|
10,000
|
|
|
(496
|
)
|
|
9,504
|
|
|||
Goodwill
|
7,044
|
|
|
714
|
|
|
7,758
|
|
|||
Contingent consideration (earn-out liability)
|
(6,148
|
)
|
|
(218
|
)
|
|
(6,366
|
)
|
|||
Accounts payable
|
(1,400
|
)
|
|
—
|
|
|
(1,400
|
)
|
|||
Other liabilities
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|||
|
$
|
21,895
|
|
|
$
|
—
|
|
|
$
|
21,895
|
|
(in thousands)
|
2019
|
||
Net sales
|
$
|
34,477
|
|
Income before income taxes
|
2,690
|
|
Pro-Forma (Unaudited)
|
|||
(in thousands, except per share data)
|
2018
|
||
Pro-forma net sales
|
$
|
316,734
|
|
Pro-forma net income
|
$
|
13,420
|
|
Earnings per share:
|
|
||
Basic
|
$
|
1.52
|
|
Diluted
|
$
|
1.51
|
|
•
|
Amortization of American Stainless’ customer list intangible of $1.2 million for the year ended December 31, 2018 ;
|
•
|
Additional rent expense related to the Company’s lease of American Stainless’ real estate from Store Capital of $0.5 million for the year ended December 31, 2018;
|
•
|
An estimated amount of interest expense associated with the additional borrowings to fund the American Stainless acquisition of $0.8 million for the year ended December 31, 2018;
|
•
|
Depreciation of $0.2 million for the year ended December 31, 2018, related to the incremental fair value above historical cost for acquired property, plant and equipment; and
|
•
|
An increase in the provision for income taxes of $0.1 million for the year ended December 31, 2018 related to the impact of the other pro-forma adjustments and American Stainless' previous status as a pass-through entity for income tax purposes prior to the acquisition.
|
(in thousands)
|
Initial estimate
|
|
Revisions
|
|
Final
|
||||||
Inventories
|
$
|
2,746
|
|
|
$
|
—
|
|
|
2,746
|
|
|
Accounts Receivable
|
2,187
|
|
|
—
|
|
|
2,187
|
|
|||
Other current assets - production and maintenance supplies
|
747
|
|
|
—
|
|
|
747
|
|
|||
Property, plant and equipment
|
4,883
|
|
|
—
|
|
|
4,883
|
|
|||
Customer list intangible
|
1,424
|
|
|
(251
|
)
|
|
1,173
|
|
|||
Goodwill
|
3,545
|
|
|
251
|
|
|
3,796
|
|
|||
Earn-out Liability
|
(3,800
|
)
|
|
—
|
|
|
(3,800
|
)
|
|||
Accounts payable
|
(1,051
|
)
|
|
—
|
|
|
(1,051
|
)
|
|||
Other liabilities
|
(303
|
)
|
|
—
|
|
|
(303
|
)
|
|||
|
$
|
10,378
|
|
|
$
|
—
|
|
|
$
|
10,378
|
|
(in thousands)
|
2018
|
||
Net sales
|
$
|
11,877
|
|
Income before income taxes
|
65
|
|
(in thousands)
|
Initial estimate
|
|
Revisions
|
|
Final
|
||||||
Inventories
|
$
|
5,434
|
|
|
$
|
—
|
|
|
$
|
5,434
|
|
Other current assets - production and maintenance supplies
|
1,548
|
|
|
—
|
|
|
1,548
|
|
|||
Equipment
|
7,577
|
|
|
—
|
|
|
7,577
|
|
|||
Customer list intangible
|
992
|
|
|
—
|
|
|
992
|
|
|||
Goodwill
|
3,589
|
|
|
1,059
|
|
|
4,649
|
|
|||
Earn-out liability
|
(3,604
|
)
|
|
(1,059
|
)
|
|
(4,664
|
)
|
|||
Other liabilities assumed
|
(583
|
)
|
|
—
|
|
|
(583
|
)
|
|||
|
$
|
14,953
|
|
|
$
|
—
|
|
|
$
|
14,953
|
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Fiberglass and steel liquid storage tanks and separation equipment
|
|
$
|
28,722
|
|
|
$
|
31,654
|
|
|
$
|
27,600
|
|
Heavy wall seamless carbon steel pipe and tube
|
|
30,607
|
|
|
32,474
|
|
|
25,103
|
|
|||
Stainless steel pipe and tube
|
|
167,907
|
|
|
146,237
|
|
|
100,254
|
|
|||
Galvanized pipe and tube
|
|
23,842
|
|
|
11,877
|
|
|
—
|
|
|||
Specialty chemicals
|
|
54,090
|
|
|
58,599
|
|
|
48,191
|
|
|||
Net sales
|
|
$
|
305,168
|
|
|
$
|
280,841
|
|
|
$
|
201,148
|
|
(in thousands, except per share data)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
84,804
|
|
|
$
|
78,778
|
|
|
$
|
73,640
|
|
|
$
|
67,946
|
|
Gross profit
|
8,684
|
|
|
7,838
|
|
|
7,288
|
|
|
6,963
|
|
||||
Net (loss)
|
(927
|
)
|
|
(263
|
)
|
|
(953
|
)
|
|
(893
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
(0.10
|
)
|
|
(0.03
|
)
|
|
(0.11
|
)
|
|
(0.10
|
)
|
||||
Diluted
|
(0.10
|
)
|
|
(0.03
|
)
|
|
(0.11
|
)
|
|
(0.10
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
58,480
|
|
|
$
|
71,894
|
|
|
$
|
77,793
|
|
|
$
|
72,674
|
|
Gross profit
|
11,234
|
|
|
15,716
|
|
|
14,028
|
|
|
10,259
|
|
||||
Net income
|
3,835
|
|
|
3,677
|
|
|
5,036
|
|
|
549
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per common share(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
0.44
|
|
|
0.42
|
|
|
0.57
|
|
|
0.06
|
|
||||
Diluted
|
0.44
|
|
|
0.41
|
|
|
0.56
|
|
|
0.06
|
|
||||
|
|
|
|
|
|
|
|
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
|
|
51,746
|
|
|
$
|
14.38
|
|
|
215,823
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
51,746
|
|
|
14.38
|
|
|
215,823
|
|
(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:
|
|
|
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
|
|
3.
|
Listing of Exhibits:
|
(in thousands)
|
|
Balance at Beginning of Period
|
|
Charged to (Reduction of) Cost and Expenses
|
|
Deductions
|
|
Balance at End of Period
|
||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
||||||||
Inventory reserves
|
|
$
|
676
|
|
|
$
|
1,767
|
|
|
$
|
(1,696
|
)
|
|
$
|
747
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
||||||||
Inventory reserves
|
|
$
|
697
|
|
|
$
|
1,828
|
|
|
$
|
(1,849
|
)
|
|
$
|
676
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
||||||||
Inventory reserves
|
|
$
|
966
|
|
|
$
|
1,237
|
|
|
$
|
(1,506
|
)
|
|
$
|
697
|
|
Exhibit No.
from
Item 601 of
Regulation S-K
|
|
Description
|
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
By /s/ Craig C. Bram
Craig C. Bram
President and Chief Executive Officer
(principal executive officer)
|
March 6, 2020
Date
|
/s/ Murray H. Wright
Murray H. Wright
Chairman of the Board
|
March 6, 2020
Date
|
|
|
/s/ Anthony A. Callander
Anthony A. Callander
Director
|
March 6, 2020
Date
|
|
|
/s/ Amy J. Michtich
Amy J. Michtich
Director
|
March 6, 2020
Date
|
|
|
/s/ James W. Terry, Jr.
James W. Terry, Jr.
Director
|
March 6, 2020
Date
|
|
|
/s/ Henry L. Guy
Henry L. Guy
Director
|
March 6, 2020
Date
|
|
|
/s/ Susan S. Gayner
Susan S. Gayner
Director
|
March 6, 2020
Date
|
|
|
/s/ Jeffrey Kaczka
Jeffrey Kaczka
Director
|
March 6, 2020
Date
|
|
|
|
|
|
|
/s/ Craig C. Bram
Craig C. Bram
Chief Executive Officer and Director
|
March 6, 2020
Date
|
|
|
/s/ Dennis M. Loughran
Dennis M. Loughran
Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
March 6, 2020
Date
|
401(k) PLAN
|
68
|
|
ABSENTEEISM
|
51
|
|
BEREAVEMENT LEAVE
|
70
|
|
CHECK OFF PROVISIONS
|
6
|
|
GENERAL
|
60
|
|
GRIEVANCE PROCEDURE
|
54
|
|
GROUP INSURANCE
|
67
|
|
HOLIDAYS
|
39
|
|
HOURS OF WORK
|
34
|
|
JURY DUTY
|
69
|
|
LEAVE OF ABSENCE
|
58
|
|
MANAGEMENT
|
5
|
|
NO DISCRIMINATION
|
12
|
|
PAC CHECK OFF PROVISION
|
10
|
|
PROFIT SHARING PLAN
|
20
|
|
RECOGNITION
|
3
|
|
SAFETY AND HEALTH
|
52
|
|
SENIORITY
|
41
|
|
SHIFT ASSIGNMENTS & SHIFT PREFERENCE
|
18
|
|
SHOP COMMITTEE
|
54
|
|
SUPERVISORY EMPLOYEES
|
59
|
|
TERMINATION
|
71
|
|
VACATIONS
|
23
|
|
VOCATIONAL TRAINING
|
68
|
|
WAGES
|
13
|
|
1
|
General Helper *
|
2
|
Tractor Driver
|
3
|
Press Brake Helper
|
4
|
Press Brake Operator
|
5
|
Continuous Mill Operator
|
6
|
QA Sr Lab Technician
|
7
|
Maintenance Mechanic Maintenance Electrician
|
Accumulated Seniority
|
Days of Vacation
|
Less than a year
|
Partial
|
1 year but less than 3 years
|
1 week (40 hours)
|
3 years but less than 10 years
|
2 weeks (80 hours)
|
10 years but less than 20 years
|
3 weeks (120 hours)
|
20 years or more
|
4 weeks (160 hours)
|
Classification
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
|
1
|
14.55
|
14.99
|
15.36
|
15.74
|
16.13
|
16.53
|
|
2
|
16.26
|
16.75
|
17.17
|
17.60
|
18.04
|
18.49
|
|
2+
|
16.94
|
17.45
|
17.89
|
18.34
|
18.80
|
19.27
|
|
3
|
18.49
|
19.04
|
19.52
|
20.01
|
20.51
|
21.02
|
|
3+
|
19.26
|
19.84
|
20.34
|
20.85
|
21.37
|
21.90
|
|
4
|
20.13
|
20.73
|
21.25
|
21.78
|
22.32
|
22.88
|
|
4+
|
20.97
|
21.60
|
22.14
|
22.69
|
23.26
|
23.84
|
|
5+
|
21.11
|
21.74
|
22.28
|
22.84
|
23.41
|
24.00
|
|
6
|
21.19
|
21.83
|
22.38
|
22.94
|
23.51
|
24.10
|
|
7
|
21.71
|
22.36
|
22.92
|
23.49
|
24.08
|
24.68
|
|
Lead persons will receive an additional $1.50 per hour.
|
2019 CDHP Plan
|
Annual
|
Monthly
|
Weekly
|
EE Only 18%
|
$1,131.00
|
$94.25
|
$21.75
|
EE + Child(ren) 18%
|
$1,979.40
|
$164.95
|
$38.07
|
EE + Spouse 18%
|
$2,262.12
|
$188.51
|
$43.50
|
EE + Family 18%
|
$2,827.68
|
$235.64
|
$54.38
|
2019 Buy-Up Plan
|
Annual
|
Monthly
|
Weekly
|
EE Only 18%
|
$1,413.96
|
$117.83
|
$27.19
|
EE + Child(ren) 18%
|
$2,474.52
|
$206.21
|
$47.59
|
EE + Spouse 18%
|
$2,828.04
|
$235.67
|
$54.39
|
EE + Family 18%
|
$3,535.08
|
$294.59
|
$67.98
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
EE Only
|
19%
|
19%
|
20%
|
20%
|
20%
|
EE + Child(ren)
|
19%
|
19%
|
20%
|
20%
|
20%
|
EE + Spouse
|
19%
|
19%
|
20%
|
20%
|
20%
|
EE + Family
|
19%
|
19%
|
20%
|
20%
|
20%
|
|
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 6, 2020
|
/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 6, 2020
|
/s/ Dennis M. Loughran
|
|
|
Dennis M. Loughran
|
|
|
Chief Financial Officer
|
|
Date:
|
March 6, 2020
|
/s/ Craig C. Bram
|
|
|
Craig C. Bram
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Dennis M. Loughran
|
|
|
Dennis M. Loughran
|
|
|
Chief Financial Officer
|