Quarterly report pursuant to Section 13 or 15(d)

Leases

v3.19.3
Leases
9 Months Ended
Sep. 30, 2019
Leases [Abstract]  
Leases
Leases
Adoption of ASC Topic 842, "Leases"
On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company's portfolio of leases contains both finance and operating leases that relate primarily to real estate agreements and manufacturing equipment agreements. Substantially all of the value of the Company's lease portfolio relates to a real estate master lease agreement with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of September 30, 2019, operating lease liabilities related to the master lease agreement with Store Capital totaled $36,911,421, or 97 percent of the total lease liabilities on the accompanying condensed consolidated balance sheet.
Practical Expedients and Elections
The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualify.
Deferred Gain on Sale Leaseback
On January 1, 2019, the Company recorded cumulative-effect adjustments to increase equity and deferred tax assets totaling $4,622,500 and $1,310,850, respectively, related to the derecognition of the deferred gain on its sale leaseback, consistent with transition guidance set forth in ASC 842-10-65-1.
Discount Rate
To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, treasury rates for five years, 10 years, and 30 years were used as they cover the periods of the leases. The Company additionally used the Damodaran Credit Rating Model, which assesses a credit rating based on the interest coverage ratio and relates this to credit ratings of other large public manufacturers. Inputs required include EBIT, interest expense, future minimum lease payments, outstanding debt, and a reference rate. Based on this assessment of the aforementioned qualitative and quantitative factors, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases. The Company elected to utilize a single discount rate for its portfolio of operating leases because of similar lease characteristics; the resulting calculation does not differ materially from applying the standard to the individual leases.
Weighted average discount rates for operating and finance leases are as follows:
Operating Leases
7.32
%
Finance Leases
11.90
%

Balance Sheet Presentation
Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows:
Classification
 
Financial Statement Line Item
 
September 30, 2019

Assets
 
Right-of-use assets, operating leases
 
$
36,102,240

Assets
 
Property, plant and equipment
 
444,634

Current liabilities
 
Current portion of lease liabilities, operating leases
 
3,543,866

Current liabilities
 
Current portion of lease liabilities, finance leases
 
252,896

Non-current liabilities
 
Non-current portion of lease liabilities, operating leases
 
33,942,080

Non-current liabilities
 
Non-current portion of lease liabilities, finance leases
 
397,815


Total Lease Cost
Individual components of the total lease cost incurred by the Company are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2019
 
September 30, 2019
Operating lease cost
$
1,027,998

 
$
3,083,993

Finance lease cost:
 
 
 
Amortization of right-of-use assets
43,714

 
131,143

Interest on finance lease liabilities
20,526

 
66,270

Total lease cost
$
1,092,238

 
$
3,281,406


Amortization of assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent.
Maturity of Leases
The amounts of undiscounted future minimum lease payments under leases as of September 30, 2019 are as follows:
 
Operating
 
Finance
Remainder of 2019
$
885,966

 
$
59,472

2020
3,562,092

 
275,101

2021
3,635,376

 
315,529

2022
3,672,731

 
11,998

2023
3,563,383

 

Thereafter
52,188,270

 

Total undiscounted minimum future lease payments
67,507,818

 
662,100

Imputed Interest
30,021,872

 
11,389

Total lease liabilities recorded as of September 30, 2019
$
37,485,946

 
$
650,711


Additional Information
Weighted average remaining lease terms for operating and finance leases as of September 30, 2019 are as follows:
Operating Leases
16.79 years
Finance Leases
2.27 years

During the nine-month period ended September 30, 2019, right-of-use assets recognized in exchange for new operating lease liabilities totaled $4,900,243.
On January 1, 2019, the Company and Store Capital entered into an Amended and Restated Master Lease Agreement (the “Master Lease”), pursuant to which the Company leases the Statesville and Troutman, NC facilities, purchased by Store Capital from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of ten years each. Because the Company is reasonably certain to not exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The Master Lease includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or 2 percent.
Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 "Leases" were as follows:
 
Operating
 
Capital
2019
$
3,207,053

 
$
354,299

2020
3,243,694

 
329,534

2021
3,238,745

 
335,462

2022
3,224,810

 
11,998

2023
3,102,815

 

Thereafter
45,337,403

 

Total undiscounted minimum future operating lease payments


 
1,031,293

Imputed Interest


 
164,826

Total lease liabilities recorded as of December 31, 2018
 
 
$
866,467

Leases
Leases
Adoption of ASC Topic 842, "Leases"
On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company's portfolio of leases contains both finance and operating leases that relate primarily to real estate agreements and manufacturing equipment agreements. Substantially all of the value of the Company's lease portfolio relates to a real estate master lease agreement with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of September 30, 2019, operating lease liabilities related to the master lease agreement with Store Capital totaled $36,911,421, or 97 percent of the total lease liabilities on the accompanying condensed consolidated balance sheet.
Practical Expedients and Elections
The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualify.
Deferred Gain on Sale Leaseback
On January 1, 2019, the Company recorded cumulative-effect adjustments to increase equity and deferred tax assets totaling $4,622,500 and $1,310,850, respectively, related to the derecognition of the deferred gain on its sale leaseback, consistent with transition guidance set forth in ASC 842-10-65-1.
Discount Rate
To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, treasury rates for five years, 10 years, and 30 years were used as they cover the periods of the leases. The Company additionally used the Damodaran Credit Rating Model, which assesses a credit rating based on the interest coverage ratio and relates this to credit ratings of other large public manufacturers. Inputs required include EBIT, interest expense, future minimum lease payments, outstanding debt, and a reference rate. Based on this assessment of the aforementioned qualitative and quantitative factors, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases. The Company elected to utilize a single discount rate for its portfolio of operating leases because of similar lease characteristics; the resulting calculation does not differ materially from applying the standard to the individual leases.
Weighted average discount rates for operating and finance leases are as follows:
Operating Leases
7.32
%
Finance Leases
11.90
%

Balance Sheet Presentation
Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows:
Classification
 
Financial Statement Line Item
 
September 30, 2019

Assets
 
Right-of-use assets, operating leases
 
$
36,102,240

Assets
 
Property, plant and equipment
 
444,634

Current liabilities
 
Current portion of lease liabilities, operating leases
 
3,543,866

Current liabilities
 
Current portion of lease liabilities, finance leases
 
252,896

Non-current liabilities
 
Non-current portion of lease liabilities, operating leases
 
33,942,080

Non-current liabilities
 
Non-current portion of lease liabilities, finance leases
 
397,815


Total Lease Cost
Individual components of the total lease cost incurred by the Company are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2019
 
September 30, 2019
Operating lease cost
$
1,027,998

 
$
3,083,993

Finance lease cost:
 
 
 
Amortization of right-of-use assets
43,714

 
131,143

Interest on finance lease liabilities
20,526

 
66,270

Total lease cost
$
1,092,238

 
$
3,281,406


Amortization of assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent.
Maturity of Leases
The amounts of undiscounted future minimum lease payments under leases as of September 30, 2019 are as follows:
 
Operating
 
Finance
Remainder of 2019
$
885,966

 
$
59,472

2020
3,562,092

 
275,101

2021
3,635,376

 
315,529

2022
3,672,731

 
11,998

2023
3,563,383

 

Thereafter
52,188,270

 

Total undiscounted minimum future lease payments
67,507,818

 
662,100

Imputed Interest
30,021,872

 
11,389

Total lease liabilities recorded as of September 30, 2019
$
37,485,946

 
$
650,711


Additional Information
Weighted average remaining lease terms for operating and finance leases as of September 30, 2019 are as follows:
Operating Leases
16.79 years
Finance Leases
2.27 years

During the nine-month period ended September 30, 2019, right-of-use assets recognized in exchange for new operating lease liabilities totaled $4,900,243.
On January 1, 2019, the Company and Store Capital entered into an Amended and Restated Master Lease Agreement (the “Master Lease”), pursuant to which the Company leases the Statesville and Troutman, NC facilities, purchased by Store Capital from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of ten years each. Because the Company is reasonably certain to not exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The Master Lease includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or 2 percent.
Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 "Leases" were as follows:
 
Operating
 
Capital
2019
$
3,207,053

 
$
354,299

2020
3,243,694

 
329,534

2021
3,238,745

 
335,462

2022
3,224,810

 
11,998

2023
3,102,815

 

Thereafter
45,337,403

 

Total undiscounted minimum future operating lease payments


 
1,031,293

Imputed Interest


 
164,826

Total lease liabilities recorded as of December 31, 2018
 
 
$
866,467

Leases
Leases
Adoption of ASC Topic 842, "Leases"
On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company's portfolio of leases contains both finance and operating leases that relate primarily to real estate agreements and manufacturing equipment agreements. Substantially all of the value of the Company's lease portfolio relates to a real estate master lease agreement with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of September 30, 2019, operating lease liabilities related to the master lease agreement with Store Capital totaled $36,911,421, or 97 percent of the total lease liabilities on the accompanying condensed consolidated balance sheet.
Practical Expedients and Elections
The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualify.
Deferred Gain on Sale Leaseback
On January 1, 2019, the Company recorded cumulative-effect adjustments to increase equity and deferred tax assets totaling $4,622,500 and $1,310,850, respectively, related to the derecognition of the deferred gain on its sale leaseback, consistent with transition guidance set forth in ASC 842-10-65-1.
Discount Rate
To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, treasury rates for five years, 10 years, and 30 years were used as they cover the periods of the leases. The Company additionally used the Damodaran Credit Rating Model, which assesses a credit rating based on the interest coverage ratio and relates this to credit ratings of other large public manufacturers. Inputs required include EBIT, interest expense, future minimum lease payments, outstanding debt, and a reference rate. Based on this assessment of the aforementioned qualitative and quantitative factors, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases. The Company elected to utilize a single discount rate for its portfolio of operating leases because of similar lease characteristics; the resulting calculation does not differ materially from applying the standard to the individual leases.
Weighted average discount rates for operating and finance leases are as follows:
Operating Leases
7.32
%
Finance Leases
11.90
%

Balance Sheet Presentation
Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows:
Classification
 
Financial Statement Line Item
 
September 30, 2019

Assets
 
Right-of-use assets, operating leases
 
$
36,102,240

Assets
 
Property, plant and equipment
 
444,634

Current liabilities
 
Current portion of lease liabilities, operating leases
 
3,543,866

Current liabilities
 
Current portion of lease liabilities, finance leases
 
252,896

Non-current liabilities
 
Non-current portion of lease liabilities, operating leases
 
33,942,080

Non-current liabilities
 
Non-current portion of lease liabilities, finance leases
 
397,815


Total Lease Cost
Individual components of the total lease cost incurred by the Company are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2019
 
September 30, 2019
Operating lease cost
$
1,027,998

 
$
3,083,993

Finance lease cost:
 
 
 
Amortization of right-of-use assets
43,714

 
131,143

Interest on finance lease liabilities
20,526

 
66,270

Total lease cost
$
1,092,238

 
$
3,281,406


Amortization of assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent.
Maturity of Leases
The amounts of undiscounted future minimum lease payments under leases as of September 30, 2019 are as follows:
 
Operating
 
Finance
Remainder of 2019
$
885,966

 
$
59,472

2020
3,562,092

 
275,101

2021
3,635,376

 
315,529

2022
3,672,731

 
11,998

2023
3,563,383

 

Thereafter
52,188,270

 

Total undiscounted minimum future lease payments
67,507,818

 
662,100

Imputed Interest
30,021,872

 
11,389

Total lease liabilities recorded as of September 30, 2019
$
37,485,946

 
$
650,711


Additional Information
Weighted average remaining lease terms for operating and finance leases as of September 30, 2019 are as follows:
Operating Leases
16.79 years
Finance Leases
2.27 years

During the nine-month period ended September 30, 2019, right-of-use assets recognized in exchange for new operating lease liabilities totaled $4,900,243.
On January 1, 2019, the Company and Store Capital entered into an Amended and Restated Master Lease Agreement (the “Master Lease”), pursuant to which the Company leases the Statesville and Troutman, NC facilities, purchased by Store Capital from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of ten years each. Because the Company is reasonably certain to not exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The Master Lease includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or 2 percent.
Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 "Leases" were as follows:
 
Operating
 
Capital
2019
$
3,207,053

 
$
354,299

2020
3,243,694

 
329,534

2021
3,238,745

 
335,462

2022
3,224,810

 
11,998

2023
3,102,815

 

Thereafter
45,337,403

 

Total undiscounted minimum future operating lease payments


 
1,031,293

Imputed Interest


 
164,826

Total lease liabilities recorded as of December 31, 2018
 
 
$
866,467