Synalloy Corporation (SYNL) Q2 2020 Results Conference Call September 3, 2020 9:00 AM ET Company Participants Craig Bram - President and CEO Sally Cunningham - CFO Conference Call Participants Charles Gold - Truist Financial Operator Ladies and gentlemen, thank you for standing by, and welcome to the Synalloy's Second Quarter 2020 Earnings Conference Call. At this time, all participant lines are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator I ...

Financial Data and Key Metrics Changes - First quarter GAAP-based income was a net loss of $1.2 million or $0.13 diluted loss per share, compared to a net loss of $0.9 million or $0.10 diluted loss per share in Q1 2019 [6] - First quarter non-GAAP adjusted net loss was $0.7 million or $0.08 adjusted diluted loss per share, compared to adjusted net income of $0.6 million or $0.07 adjusted diluted earnings per share in Q1 2019 [6] - First quarter non-GAAP adjusted EBITDA totaled $2.6 million or 3.5% of sales, down from $4.8 million or 5.6% of sales in the prior year's first quarter [6][8] Business Line Data and Key Metrics Changes - In the welded pipe and tube business, pounds shipped were up almost 6% year-over-year, but pricing was down 10% [11] - Material margin for the welded pipe and tube segment fell by $0.14 per pound and was down $2.9 million in absolute dollar terms [11] - The Chemicals segment saw pounds shipped decline by 7% year-over-year, while prices increased by 10.2% [15] Market Data and Key Metrics Changes - The company gained 3.4 points of North American market share in the welded stainless steel pipe category [11] - Order activity softened in April, indicating a potential decline in demand moving forward [13] Company Strategy and Development Direction - The company is focused on improving liquidity and reducing debt, with plans for inventory reductions of approximately $7 million and responsible constraints on capital spending [9] - Cost-cutting initiatives have resulted in a reduction of costs by $1.54 million year-over-year, with expectations for further savings in the coming quarters [10] Management Comments on Operating Environment and Future Outlook - Management noted weaker year-over-year demand, particularly in the metals segment, and pricing pressure negatively impacted material margins [10] - The company expects to extract several million dollars of capital from the Palmer facility as accounts receivables are collected and remaining inventory is sold [14] - The CARES Act is expected to generate an estimated $2 million in tax refunds over the next two quarters [16] Other Important Information - The company is pursuing a cash settlement in excess of $1 million related to a property and business interruption claim [16] - A lawsuit has been filed against a supplier for overcharging approximately $1 million over the last three years [17] Q&A Session Summary Question: Inquiry about Bristol Metals segment profit for Q1 and Q2 - Management did not disclose specific profit numbers for competitive reasons [18] Question: Follow-up on the previous inquiry - The analyst acknowledged the response and thanked management [19]

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's unaudited condensed consolidated financial statements and related management discussion and analysis for the period [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2020, including balance sheets, statements of operations, cash flows, and equity, with explanatory notes Condensed Consolidated Statements of Operations (Q1 2020 vs Q1 2019) | Metric | Three months ended March 31, 2020 | Three months ended March 31, 2019 | | :--- | :--- | :--- | | **Net sales** | $74,697 thousand | $84,804 thousand | | **Gross profit** | $7,151 thousand | $8,684 thousand | | **Operating loss** | $(927) thousand | $(556) thousand | | **Net loss** | $(1,178) thousand | $(927) thousand | | **Diluted loss per share** | $(0.13) | $(0.10) | Condensed Consolidated Balance Sheet Highlights (As of March 31, 2020) | Metric | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total current assets** | $154,275 thousand | $147,115 thousand | | **Total assets** | $262,504 thousand | $257,197 thousand | | **Total current liabilities** | $42,424 thousand | $40,578 thousand | | **Total liabilities** | $157,920 thousand | $150,686 thousand | | **Total shareholders' equity** | $104,584 thousand | $106,511 thousand | Condensed Consolidated Statement of Cash Flows (Q1 2020 vs Q1 2019) | Cash Flow Activity | Three months ended March 31, 2020 | Three months ended March 31, 2019 | | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(642) thousand | $6,099 thousand | | **Net cash used in investing activities** | $(587) thousand | $(22,553) thousand | | **Net cash provided by financing activities** | $625 thousand | $14,839 thousand | | **Decrease in cash and cash equivalents** | $(604) thousand | $(1,615) thousand | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This subsection details accounting policies, fair value measurements, segment performance, debt, leases, acquisitions, shareholder equity, revenue disaggregation, and subsequent events including COVID-19 impact - On January 1, 2020, the Company adopted new accounting standards for Fair Value Measurement (Topic 820), Goodwill Impairment (Topic 350), and Financial Instruments - Credit Losses (Topic 326), resulting in a **$0.4 million cumulative effect adjustment to Retained Earnings** from the credit loss standard adoption[16](index=16&type=chunk) Segment Net Sales (Q1 2020 vs Q1 2019) | Segment | Q1 2020 Net Sales | Q1 2019 Net Sales | | :--- | :--- | :--- | | **Metals Segment** | $60,664 thousand | $71,103 thousand | | **Specialty Chemicals Segment** | $14,033 thousand | $13,701 thousand | | **Total** | **$74,697 thousand** | **$84,804 thousand** | - On March 31, 2020, the Board of Directors adopted a **limited duration shareholder rights plan (a "poison pill") with a 15% ownership trigger**, expiring on March 31, 2021[61](index=61&type=chunk) - Subsequent to the quarter's end, on April 1, 2020, the company suspended manufacturing operations at its Palmer of Texas Tanks business due to the impact of the COVID-19 pandemic on the oil and gas industry, and the Board also committed to a **comprehensive review of strategic alternatives**[67](index=67&type=chunk)[68](index=68&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2020 financial performance, highlighting an 11.9% consolidated net sales decrease, segment performance, COVID-19 impact, liquidity, capital resources, and Adjusted EBITDA reconciliation - Consolidated net sales for Q1 2020 decreased by **11.9% to $74.7 million** compared to Q1 2019, driven by a **$10.4 million decline in the Metals Segment**[75](index=75&type=chunk)[76](index=76&type=chunk) - The Metals Segment's sales decline was significantly impacted by a **$6.4 million drop in sales for Palmer**, leading to the **indefinite curtailment of its production** due to the COVID-19 pandemic's effect on the oil and gas industry[81](index=81&type=chunk) Consolidated Adjusted EBITDA Reconciliation (Q1 2020 vs Q1 2019) | Metric (in thousands) | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | **Net loss** | $(1,178) | $(927) | | **EBITDA** | $1,014 | $2,553 | | **Adjusted EBITDA** | $2,638 | $4,769 | | **Adjusted EBITDA % of sales** | 3.5% | 5.6% | - As of March 31, 2020, the company had **$18.8 million of available capacity** under its line of credit and was in **compliance with all debt covenants**[98](index=98&type=chunk)[115](index=115&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section reports no material changes in the company's market risk exposure since the 2019 Annual Report on Form 10-K - There have been **no material changes in market risk exposure** since the company's 2019 Annual Report on Form 10-K[127](index=127&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded disclosure controls were effective, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of the end of the reporting period[128](index=128&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's control over financial reporting[129](index=129&type=chunk) [PART II. OTHER INFORMATION](index=29&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, and other required disclosures [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports involvement in ordinary course legal actions, with no expected material adverse effects or changes since the 2019 Annual Report - The company is involved in various legal actions in the ordinary course of business but does not expect the outcomes to have a **material adverse effect on its financial condition or results of operations**[131](index=131&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section introduces new risk factors, including the adverse effects of COVID-19, risks from the shareholder rights plan, and potential negative impacts of activist shareholder actions - A new risk factor was added concerning the **adverse effects of global public health pandemics**, specifically the COVID-19 outbreak, on the company's business, financial condition, and operations[132](index=132&type=chunk) - The adoption of a limited duration shareholder rights plan on March 31, 2020, is identified as a new risk factor that could **delay or discourage a merger, tender offer, or assumption of control** not approved by the Board of Directors[136](index=136&type=chunk) - A new risk factor was added regarding the potential for the business to be **negatively affected by the actions of activist shareholders**, which can be costly and divert management's attention[140](index=140&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's Q1 2020 stock repurchase activity, including the number of shares bought back and average price Issuer Purchases of Equity Securities (Q1 2020) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 1 - Jan 31, 2020 | — | — | | Feb 1 - Feb 29, 2020 | — | — | | Mar 1 - Mar 31, 2020 | 59,617 | $10.65 | | **Total Q1 2020** | **59,617** | **$10.65** | - As of March 31, 2020, **790,383 shares remained available for purchase** under the company's stock repurchase program[141](index=141&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - **None reported**[141](index=141&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - **None**[142](index=142&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other information for the period - **None**[142](index=142&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Shareholder Rights Agreement, CEO/CFO certifications, and XBRL data - Exhibits filed include the **Rights Agreement dated March 31, 2020**, CEO and CFO certifications pursuant to Rule 13a-14(a)/15d-14(a), and XBRL instance documents[143](index=143&type=chunk) [Signatures](index=33&type=section&id=Signatures) This section contains the authorized signatures for the Form 10-Q filing [Signatures](index=33&type=section&id=Signatures) The Form 10-Q was signed on May 5, 2020, by the President and CEO, and the Senior Vice President and CFO of Synalloy Corporation - The Form 10-Q was **signed and authorized by the company's CEO and CFO on May 5, 2020**[146](index=146&type=chunk)

Part I [Business](index=3&type=section&id=Item%201%20Business) Synalloy Corporation operates two main segments, Metals and Specialty Chemicals, manufacturing diverse products and pursuing growth through reinvestment and acquisitions - The company is organized into two reportable operating segments: - **Metals Segment:** Comprises three reporting units: Welded Pipe & Tube Operations (BRISMET and ASTI), Palmer of Texas Tanks, and Specialty Pipe & Tube, serving industries like oil and gas, chemical, power generation, and automotive[6](index=6&type=chunk) - **Specialty Chemicals Segment:** Operates as one reporting unit (Manufacturers Chemicals and CRI Tolling), producing specialty chemicals and providing tolling services for a wide range of industries[6](index=6&type=chunk) - The Metals Segment has a high concentration of raw material suppliers, with **10 suppliers accounting for approximately 87% of purchases** and one supplier providing **34%**, though materials are believed to be readily available from other sources[14](index=14&type=chunk) - The Specialty Chemicals Segment has one major customer that accounted for approximately **16% of the segment's revenues** in both 2019 and 2018[24](index=24&type=chunk) Order Backlog at Year-End (Metals Segment) | Product Line | 2019 (in millions) | 2018 (in millions) | | :--- | :--- | :--- | | Welded Stainless Steel Pipe | $35.4 | $31.2 | | Tanks | $5.8 | $20.7 | - As of December 31, 2019, the company had **606 employees**, with **247 (41%) represented by unions** affiliated with the United Steelworkers[36](index=36&type=chunk) [Risk Factors](index=7&type=section&id=Item%201A%20Risk%20Factors) The company faces significant risks from cyclical customer industries, intense competition, volatile raw material prices, supplier concentration, oil price sensitivity, restrictive debt covenants, and operational liabilities - **Market and Economic Risks:** - The cyclical nature of customer industries (e.g., oil and gas, chemical) creates uncertainty and potential for significant profit fluctuations[41](index=41&type=chunk) - Intense competition from domestic and foreign producers could force lower pricing and reduce profitability[42](index=42&type=chunk) - A substantial or extended decline in oil prices could adversely affect demand for tanks and pipes from the Palmer and Specialty units[51](index=51&type=chunk) - **Supply Chain and Customer Risks:** - The Metals Segment relies on a few key suppliers, with one supplier providing **34% of raw materials** in 2019[45](index=45&type=chunk) - The Specialty Chemicals Segment has one customer that accounted for **16% of its revenue** in 2019 and 2018[46](index=46&type=chunk) - Fluctuations in the price and availability of raw materials, such as nickel for the Metals Segment and petrochemicals for the Specialty Chemicals Segment, can adversely impact financial performance[47](index=47&type=chunk) - **Financial and Credit Risks:** - The company's credit facility contains restrictive covenants (e.g., minimum fixed charge coverage ratio) that could limit its operational and financial flexibility[66](index=66&type=chunk) - The company's debt is indexed to LIBOR, and the planned phase-out of LIBOR by the end of 2021 could increase financing costs[87](index=87&type=chunk) - **Operational and Regulatory Risks:** - Operations are subject to numerous environmental, health, and safety laws, which could lead to significant liabilities and capital expenditures[55](index=55&type=chunk) - A portion of the workforce (**41%**) is unionized, and failure to renew collective bargaining agreements could lead to labor disruptions[64](index=64&type=chunk) - Potential new regulations related to hydraulic fracturing ("fracking") could reduce demand for storage tanks and heavy-walled pipe[76](index=76&type=chunk) [Unresolved Staff Comments](index=14&type=section&id=Item%201B%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[88](index=88&type=chunk) [Properties](index=15&type=section&id=Item%202%20Properties) The company operates major plants across several states, with a significant portion of its properties sold and leased back under a long-term master lease agreement amended to include recent acquisitions Major Operating Facilities | Location | Principal Operations | Building Square Feet | Land Acres | | :--- | :--- | :--- | :--- | | Munhall, PA | Manufacturing stainless steel pipe | 284,000 | 20.0 | | Bristol, TN | Manufacturing stainless steel pipe | 275,000 | 73.1 | | Cleveland, TN | Chemical manufacturing and warehousing | 143,000 | 18.8 | | Fountain Inn, SC | Chemical manufacturing and warehousing | 136,834 | 16.9 | | Andrews, TX | Manufacturing liquid storage solutions | 122,662 | 19.6 | | Troutman, NC | Manufacturing ornamental stainless steel tubing | 106,657 | 26.5 | | Statesville, NC | Manufacturing ornamental stainless steel tubing | 83,000 | 26.8 | - The company sold its real estate properties in Tennessee, South Carolina, Texas, and Ohio to Store Master Funding XII, LLC in 2016 and concurrently leased them back, with the master lease amended to include facilities acquired in Munhall, PA, and Troutman/Statesville, NC[90](index=90&type=chunk) [Legal Proceedings](index=15&type=section&id=Item%203%20Legal%20Proceedings) Information regarding legal proceedings is provided in Note 11 to the Consolidated Financial Statements - For a discussion of legal proceedings, see Note 11 to the Consolidated Financial Statements[92](index=92&type=chunk) [Mine Safety Disclosures](index=15&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[92](index=92&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=16&type=section&id=Item%205%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Synalloy's common stock trades on Nasdaq under SYNL, with no dividends declared or shares repurchased in 2019 - The company's common stock trades on the Nasdaq Global Market under the symbol SYNL[94](index=94&type=chunk) Quarterly Common Stock Prices | Quarter | 2019 High | 2019 Low | 2018 High | 2018 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 | - No dividends were declared or paid in 2019, following a cash dividend of **$0.25 per share** in 2018 and **$0.13 per share** in 2017[94](index=94&type=chunk) - The company did not repurchase any of its equity securities during the year ended December 31, 2019[100](index=100&type=chunk) [Selected Financial Data](index=18&type=section&id=Item%206%20Selected%20Financial%20Data) The company's five-year selected financial data shows significant performance fluctuations, including a net loss of $3.0 million in 2019, a reversal from prior year's net income Five-Year Selected Financial Data (in thousands, except per share data) | Metric | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net sales | $305,168 | $280,841 | $201,148 | $138,566 | $175,460 | | Gross profit | $30,773 | $51,237 | $28,081 | $16,904 | $25,319 | | Operating (loss) income | $(1,708) | $21,237 | $2,057 | $(8,246) | $(13,031) | | Net (loss) income | $(3,036) | $13,097 | $1,341 | $(7,093) | $(11,520) | | Diluted EPS | $(0.34) | $1.48 | $0.15 | $(0.82) | $(1.32) | | Total assets | $257,197 | $228,399 | $159,874 | $138,638 | $149,043 | | Shareholders' equity | $106,511 | $102,484 | $89,700 | $88,593 | $95,154 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%207%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Synalloy's 2019 financial performance declined significantly to a net loss of $3.0 million, primarily due to the Metals Segment, despite improved operating cash flow, with management anticipating flat demand and initiating cost-cutting for 2020 [Critical Accounting Policies and Estimates](index=19&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve significant judgment in areas such as inventory reserves, impairment testing of assets and goodwill, business combinations, and quarterly revaluation of earn-out liabilities - The company establishes inventory reserves for obsolete/unmarketable inventory (**$0.3 million** at year-end 2019) and for estimated physical quantity losses (**$0.4 million** at year-end 2019)[109](index=109&type=chunk)[110](index=110&type=chunk) - Goodwill is tested for impairment annually using a quantitative discounted cash flow method, with the fourth quarter 2019 analysis resulting in **no impairment** for either the Specialty Chemicals (**$1.4 million** goodwill) or Metals (**$16.2 million** goodwill) segments[114](index=114&type=chunk)[115](index=115&type=chunk) - Earn-out liabilities from the American Stainless, MUSA-Galvanized, and MUSA-Stainless acquisitions are re-valued quarterly, with changes in fair value recorded in the Consolidated Statements of Operations[116](index=116&type=chunk)[117](index=117&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity improved in 2019 with $28.6 million in operating cash flow, primarily from working capital reductions, supported by a $100 million asset-based credit line, and compliance with all debt covenants - Cash flow from operations was a source of **$28.6 million** in 2019, compared to a use of **$21.2 million** in 2018, primarily due to a **$20.0 million decrease in inventory** and a **$9.7 million decrease in accounts receivable**[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Working capital decreased by **$23.7 million** to **$106.5 million** in 2019, and the current ratio decreased from **4.5:1 in 2018 to 3.6:1 in 2019**[122](index=122&type=chunk) - The company's credit facility includes a **$100 million asset-based line of credit** and a **$20 million term loan**, with the company in compliance with all debt covenants at year-end 2019[126](index=126&type=chunk)[129](index=129&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Consolidated results sharply declined in 2019 to a net loss of $3.0 million, primarily driven by reduced operating income in both the Metals and Specialty Chemicals segments and increased interest expense Consolidated Performance Summary | Metric | 2019 (in millions) | 2018 (in millions) | | :--- | :--- | :--- | | Net (Loss) Income | $(3.0) | $13.1 | | Diluted (Loss) EPS | $(0.34) | $1.48 | | Gross Profit | $30.8 | $51.2 | | Gross Margin | 10% | 18% | Metals Segment Performance | Metric | 2019 (in millions) | 2018 (in millions) | | :--- | :--- | :--- | | Net Sales | $251.1 | $222.2 | | Operating Income | $3.7 | $27.8 | | Operating Margin | 1.5% | 12.5% | - The Metals Segment's operating income decline was driven by a **$6.4 million unfavorable impact from metal pricing** (compared to a **$5.0 million gain in 2018**), a **$13.4 million decline in welded pipe and tube margins**, and a **$2.4 million decline in seamless carbon pipe and tube income**[146](index=146&type=chunk)[147](index=147&type=chunk) Specialty Chemicals Segment Performance | Metric | 2019 (in millions) | 2018 (in millions) | | :--- | :--- | :--- | | Net Sales | $54.1 | $58.6 | | Operating Income | $2.8 | $4.0 | | Operating Margin | 5.2% | 6.8% | [Contractual Obligations and Other Commitments](index=31&type=section&id=Contractual%20Obligations%20and%20Other%20Commitments) As of December 31, 2019, total contractual obligations were $150.6 million, primarily comprising operating leases, revolving credit, and term loans, with a significant portion due in 2021 Contractual Obligations as of December 31, 2019 (in thousands) | Obligation Type | Total | Due in 2020 | Due in 2021 | Due in 2022-2023 | Thereafter | | :--- | :--- | :--- | :--- | :--- | :--- | | Revolving credit facility | $59,221 | $— | $59,221 | $— | $— | | Term loans | $16,333 | $4,000 | $4,000 | $8,000 | $333 | | Operating leases | $66,622 | $3,562 | $3,635 | $7,236 | $52,189 | | **Total** | **$150,554** | **$11,635** | **$70,823** | **$15,568** | **$52,522** | [Current Conditions and Outlook](index=31&type=section&id=Current%20Conditions%20and%20Outlook) Management anticipates flat to softening demand in 2020, particularly in energy markets, and has initiated a cost-cutting program expected to yield over $6 million in annual savings - The company anticipates flat to softening demand in 2020, especially in energy and industrial markets[173](index=173&type=chunk) - A cost-cutting program was initiated in late 2019, targeting over **$6 million in annual savings** to be fully realized in 2020[173](index=173&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%207A%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to market risks from variable interest rates on its debt, partially mitigated by a swap, and from nickel price volatility affecting its Metals Segment, with no active nickel hedges at year-end 2019 - The company is exposed to interest rate risk on its variable-rate debt, which includes a **$59.2 million revolving line of credit** and a **$16.3 million term loan** as of December 31, 2019[176](index=176&type=chunk) - An interest rate swap with a notional amount of **$6.0 million** is used to fix the interest rate on a portion of the term loan at **3.74%**[176](index=176&type=chunk) - The company is exposed to nickel price volatility, which affects the cost of raw materials and the selling price of its stainless steel products, with no nickel hedge contracts in place at year-end 2019[174](index=174&type=chunk)[178](index=178&type=chunk) [Financial Statements and Supplementary Data](index=33&type=section&id=Item%208%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2019, including balance sheets and statements of operations, with an unqualified opinion from KPMG LLP on both the financials and internal controls - Includes the audited Consolidated Balance Sheets as of December 31, 2019 and 2018[202](index=202&type=chunk) - Includes the audited Consolidated Statements of Operations and Comprehensive (Loss) Income for the three years ended December 31, 2019[204](index=204&type=chunk) - The independent auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting[186](index=186&type=chunk)[192](index=192&type=chunk) - The company adopted the new lease accounting standard (ASC 842) on January 1, 2019, resulting in the recognition of **$33.1 million in operating lease liabilities** and **$32.2 million in right-of-use assets** on the balance sheet[188](index=188&type=chunk)[240](index=240&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=83&type=section&id=Item%209%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[366](index=366&type=chunk) [Controls and Procedures](index=83&type=section&id=Item%209A%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2019, excluding recent acquisitions from the scope - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[366](index=366&type=chunk) - Management's assessment of internal control over financial reporting excluded the ASTI facilities acquired in January 2019, which represented approximately **14% of the Metals Segment's assets**[180](index=180&type=chunk) [Other Information](index=83&type=section&id=Item%209B%20Other%20Information) This item is not applicable - Not applicable[367](index=367&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=83&type=section&id=Item%2010%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance, including the audit committee and code of conduct, is incorporated by reference from the 2020 Proxy Statement - Required information is incorporated by reference from the 2020 Proxy Statement[368](index=368&type=chunk) - The company has a Code of Conduct applicable to its senior financial officers, available on its website[369](index=369&type=chunk) - The Board of Directors has determined that Anthony A Callander is an "audit committee financial expert" serving on the Audit Committee[371](index=371&type=chunk) [Executive Compensation](index=83&type=section&id=Item%2011%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders - Required information is incorporated by reference from the 2020 Proxy Statement[372](index=372&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=84&type=section&id=Item%2012%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference from the 2020 Proxy Statement, detailing outstanding options and securities available for future issuance under equity compensation plans - Required information on security ownership is incorporated by reference from the 2020 Proxy Statement[374](index=374&type=chunk) Equity Compensation Plan Information as of December 31, 2019 | Plan Category | Securities to be Issued Upon Exercise (a) | Weighted-Average Exercise Price (b) | Securities Remaining for Future Issuance (c) | | :--- | :--- | :--- | :--- | | Approved by security holders | 51,746 | $14.38 | 215,823 | | Not approved by security holders | — | — | — | | **Total** | **51,746** | **$14.38** | **215,823** | [Certain Relationships and Related Transactions, and Director Independence](index=84&type=section&id=Item%2013%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders - Required information is incorporated by reference from the 2020 Proxy Statement[377](index=377&type=chunk) [Principal Accounting Fees and Services](index=84&type=section&id=Item%2014%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders - Required information is incorporated by reference from the 2020 Proxy Statement[378](index=378&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=85&type=section&id=Item%2015%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K report, including consolidated financial statements, schedules, and a comprehensive index of exhibits - This section lists all financial statements, schedules, and exhibits filed with the Form 10-K[380](index=380&type=chunk) [Form 10-K Summary](index=86&type=section&id=Item%2016%20Form%2010-K%20Summary) The company has not provided a summary under this item - None[382](index=382&type=chunk)

Synalloy Corp (SYNL) Q4 2019 Earnings Conference Call March 6, 2020 9:00 AM ET Company Participants Craig Bram - President and Chief Executive Officer Dennis Loughran - Chief Financial Officer Conference Call Participants Charles Gold - BB&T Scott & String Operator Ladies and gentlemen, thank you for standing by and welcome to the Synalloy Fourth Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer ses ...

Synalloy Corp (SYNL) Q3 2019 Earnings Conference Call November 12, 2019 9:00 AM ET Company Participants Craig Bram - President, CEO & Director Dennis Loughran - SVP & CFO Conference Call Participants Operator Ladies and gentlemen, thank you for standing by, and welcome to the Synalloy Third Quarter Earnings Conference Call. [Operator Instructions]. I would now like to hand the conference over to your speaker today, Mr. Craig Bram, President and CEO. Please go ahead, sir. Craig Bram Good morning, everyone. W ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____ to _____ COMMISSION FILE NUMBER 0-19687 https://files.reportify.cc/media/production/ Synalloy Corporation (Exact name of registrant as specified in its charter) ...

Financial Data and Key Metrics Changes - In Q2 2019, the company reported a GAAP-based net loss of $0.3 million or $0.03 per diluted share, compared to a profit of $3.7 million or $0.41 per share in Q2 2018 [5] - The non-GAAP adjusted net loss was $0.3 million or $0.04 per diluted share, down from adjusted net income of $6.3 million or $0.71 per diluted share in the same quarter last year [5] - Non-GAAP adjusted EBITDA totaled $3.4 million or 4.3% of sales, a decline from $10.3 million or 14.4% of sales in Q2 2018 [5][6] Business Line Data and Key Metrics Changes - The welded stainless steel pipe business faced temporary headwinds, leading to a downward revision in the annual forecast [8] - The addition of ASTI and its ornamental tubing products contributed positively, with sales and profit margins meeting or exceeding original forecasts [8] - The Storage Tank business in West Texas showed improved results in Q2, but new order activity slowed in July [9] Market Data and Key Metrics Changes - Oil production growth in the Permian Basin has slowed, with projections indicating a growth of only 34,000 barrels per day in August [9] - North American shipments of welded stainless steel pipe were down 24% year-over-year for the first six months of 2019 [14] - The company’s market share in the welded stainless steel pipe business increased by 200 basis points despite a 12% decline in pound shipments [16] Company Strategy and Development Direction - The company is focused on cash flow and reducing debt, targeting net debt to be less than $65 million by year-end [19] - There is an ongoing evaluation of potential acquisitions in the metals and chemical sectors, although no transactions are imminent [19] - The company implemented a new ERP system for the ASTI unit, which has transitioned smoothly [8] Management Comments on Operating Environment and Future Outlook - Management believes the challenges in the welded stainless steel pipe business are temporary and expects inventory profits to return in Q4 if nickel prices hold [16] - The company anticipates that new orders will be released later in Q3, with expectations of benefiting from recent mergers in the Permian Basin [10] - Management noted that many chemical customers are reporting flat to marginal year-over-year growth, impacting the intermediate products manufactured [12] Other Important Information - The company experienced a significant inventory price change loss of $1.8 million in Q2 2019, compared to a gain of $1.1 million in Q2 2018 [6] - The company has reached an agreement with Bristol Union for a new five-year contract [18] - The company opened a data room for Privet to provide additional information, with no further comments or offers received as of the call date [20] Q&A Session Summary Question: Tax rate in Q2 and first six months - The CFO explained that low income figures resulted in discrete items having a significant impact on the overall effective tax rate [22][23] Question: Impact of new tariffs on Chinese imports - Management clarified that the upcoming tariff increase would not affect any steel products [25][26] Question: EBITDA forecast for the second half - Management confirmed a forecast of approximately $14 million of EBITDA for the second half of the year [27][28]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____ to _____ COMMISSION FILE NUMBER 0-19687 https://files.reportify.cc/media/production/ Synalloy Corporation (Exact name of registrant as specified in its charter) Dela ...

Synalloy Corporation (SYNL) Q1 2019 Earnings Conference Call April 30, 2019 9:00 AM ET Company Participants Craig Bram - President and CEO Dennis Loughran - CFO Conference Call Participants Mike Hughes - SGF Capital Operator Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Synalloy Corporation's First Quarter Earnings Conference Call. [Operator Instructions] I would now like to introduce your host for today's presentation, Mr. Craig Bram, President and CEO of Synalloy Corporatio ...