UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended October 1, 2011
 
[  ]
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
 
 
 
 Synalloy Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
  
57-0426694
(IRS Employer
Identification Number)
     
775 Spartan Blvd. Suite 102
Spartanburg, South Carolina
(Address of principal executive offices)
  
 
29301
(Zip code)
 
 
864-585-3605
(Registrant's telephone number, including area code)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes (X)       No (  )
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes (X)       No (  )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated file or a smaller reporting company. See definition of “large accelerated filer,”  "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one)

Larger accelerated filer (  )
Accelerated filer (  ) 
Non-accelerated filer (  ) (Do not check if a smaller reporting company)
Smaller reporting company  (X)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes  (  )    No  (X)  
 
The number of shares outstanding of the registrant's common stock as of November 10, 2011 was 6,328,340.
 
 

 
1
 
 
 
Synalloy Corporation
 
 
Index
 
 
 PART I.                      FINANCIAL INFORMATION
 
 Item 1.
Financial Statements (unaudited)
 
Condensed consolidated balance sheets - October 1, 2011 and January 1, 2011
 
Condensed consolidated statements of operations - Three and nine months ended October 1, 2011 and
October 2, 2010
 
Condensed consolidated statements of cash flows - Nine months ended October 1, 2011 and
October 2, 2010
 
Notes to condensed consolidated financial statements - October 1, 2011
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
   
 
PART II.                      OTHER INFORMATION
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
Exhibits
 
Signatures and Certifications
 

 
 

 
2
 
 
 
 
 
PART I
            
Item 1. FINANCIAL STATEMENTS
            
Synalloy Corporation
            
Condensed Consolidated Balance Sheets
            
   
(Unaudited)
        
   
Oct 1, 2011
    
Jan 1, 2011
  
Assets
            
Current assets
            
Cash and cash equivalents
   $ 119,559     $ 108,902  
Accounts receivable, less allowance
                
for doubtful accounts
     28,611,363       19,972,900  
Inventories
                
Raw materials
     13,230,728       12,660,670  
Work-in-process
     16,221,051       9,571,811  
Finished goods
     15,348,371       12,120,276  
Total inventories
     44,800,150       34,352,757  
                 
Deferred income taxes
     2,194,928       2,257,000  
Prepaid expenses and other current assets
     1,329,063       814,185  
Total current assets
     77,055,063       57,505,744  
                 
Cash value of life insurance
     3,083,566       3,029,566  
Property, plant & equipment, net of accumulated
                
depreciation of $40,737,395 and $38,486,325
     17,874,928       18,191,947  
Goodwill
     2,354,730       2,354,730  
Deferred charges, net and other non-current assets
     43,918       293,372  
Total assets
   $ 100,412,205     $ 81,375,359  
                 
Liabilities and Shareholders' Equity
                
Current liabilities
                
Accounts payable
   $ 14,110,774     $ 10,674,077  
Accrued expenses
     5,182,282       3,306,291  
Current portion of environmental reserves
     175,789       293,456  
Total current liabilities
     19,468,845       14,273,824  
                 
Long-term debt
     8,907,455       219,275  
Environmental reserves
     558,000       643,000  
Deferred compensation
     310,447       302,159  
Deferred income taxes
     2,062,000       2,062,000  
                 
Shareholders' equity
                
Common stock, par value $1 per share - authorized
                
12,000,000 shares; issued 8,000,000 shares
     8,000,000       8,000,000  
Capital in excess of par value
     1,077,202       942,707  
Retained earnings
     74,761,395       69,981,395  
Less cost of common stock in treasury:
                
1,674,156 and 1,710,591 shares
     (14,733,139 )     (15,049,001 )
Total shareholders' equity
     69,105,458       63,875,101  
Total liabilities and shareholders' equity
   $ 100,412,205     $ 81,375,359  
Note: The balance sheet at January 1, 2011 has been derived from the audited consolidated financial statements at that date.
  
            See accompanying notes to condensed consolidated financial statements.
                
 

 
 
3
 
 

 
Synalloy Corporation
                    
Condensed Consolidated Statements of Operations
                
(Unaudited)
          
   
Three Months Ended
    
Nine Months Ended
   
Oct 1, 2011
    
Oct 2, 2010
        
Oct 1, 2011
Oct 2, 2010
  
 
                     
Net sales
   $ 46,193,059     $ 41,932,059     $ 130,334,163     $ 113,481,348  
                                   
Cost of goods sold
     42,563,266       37,312,332       114,027,261       101,901,687  
                                   
Gross profit
     3,629,793       4,619,727       16,306,902       11,579,661  
                                   
Selling and administrative expense
     2,702,843       2,380,249       8,746,229       7,510,878  
                                   
Operating income
     926,950       2,239,478       7,560,673       4,068,783  
                                   
Other (income) and expense
                                  
Interest expense
     36,646       21,996       93,037       36,243  
Other, net
     (335 )     (1,184 )     (365 )     (11,494 )
                                   
Income before income tax
     890,639       2,218,666       7,468,001       4,044,034  
                                   
Provision for income taxes
     320,000       807,000       2,688,000       1,472,000  
                                   
Net income
   $ 570,639     $ 1,411,666     $ 4,780,001     $ 2,572,034  
                                   
Net income per common share
                                  
Basic
   $ 0.09     $ 0.22     $ 0.76     $ 0.41  
Diluted
   $ 0.09     $ 0.22     $ 0.75     $ 0.41  
                                   
Weighted average shares outstanding
                                  
Basic
     6,325,295       6,285,781       6,310,609       6,280,193  
  Dilutive effect from stock
                                  
    options and grants
     44,600       28,900       48,285       24,264  
Diluted
     6,369,895       6,314,681       6,358,894       6,304,457  
                                   
                                   
See accompanying notes to condensed consolidated financial statements.
                            
 

 
 
 
4
 

 
Synalloy Corporation
            
Condensed Consolidated Statements of Cash Flows
            
(Unaudited)
  
Nine Months Ended
  
   
Oct 1, 2011
    
Oct 2, 2010
  
Operating activities
            
 Net income
   $ 4,780,001     $ 2,572,034  
 Adjustments to reconcile net income to net cash
                
    used in operating activities:
                
    Depreciation expense
     2,289,789       2,004,721  
    Amortization of deferred charges
     20,685       5,340  
    Deferred income taxes
     62,072       (130,545 )
    Provision for losses on accounts receivable
     246,293       114,754  
    Provision for losses on inventory
     1,259,000       50,502  
    Gain on sale of property, plant and equipment
     (37,025 )     (46,223 )
    Cash value of life insurance
     (54,001 )     (66,163 )
    Environmental reserves
     (202,667 )     (169,392 )
    Issuance of treasury stock for director fees
     78,704       67,478  
    Employee stock option and stock grant compensation
     199,866       132,331  
    Changes in operating assets and liabilities:
                
        Accounts receivable
     (8,884,756 )     (8,266,279 )
        Inventories
     (11,706,393 )     (11,116,849 )
        Other assets and liabilities
     (112,967 )     453,716  
        Accounts payable
     3,436,697       710,715  
        Accrued expenses
     1,875,991       7,262,451  
        Income taxes payable
     (154,970 )     (1,751,220 )
Net cash used in operating activities
     (6,903,681 )     (8,172,629 )
                 
Investing activities
                
     Purchases of property, plant and equipment
     (1,985,046 )     (4,782,486 )
     Proceeds from sale of property, plant and equipment
     49,301       56,832  
Net cash used in investing activities
     (1,935,745 )     (4,725,654 )
                 
Financing activities
                
     Net borrowings from long-term debt
     8,688,180       1,772,568  
     Dividends paid
     -       (1,581,084 )
     Proceeds from exercised stock options
     161,903       39,066  
Net cash provided by financing activities
     8,850,083       230,550  
                 
     Increase (decrease) in cash and cash equivalents
     10,657       (12,667,733 )
     Cash and cash equivalents at beginning of period
     108,902       14,096,557  
                 
Cash and cash equivalents at end of period
   $ 119,559     $ 1,428,824  
                 
See accompanying notes to condensed consolidated financial statements.
                
 

 
 
 
5
 

Synalloy Corporation
 
 
Notes To Condensed Consolidated Financial Statements
 
(Unaudited)
 
October 1, 2011
 
 
NOTE 1-- BASIS OF PRESENTATION
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended October 1, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the period ended January 1, 2011.
 
 
During the third quarter the Company recorded an adjustment of approximately $413,000 (pre-tax) to reduce cost of goods sold in its consolidated financial statements related to certain parts and supplies used in its Metals Segment.  During the first and second quarters of 2011, management began purchasing additional parts and supplies that it planned to maintain in stock to minimize down times in the event a repair is needed on its production lines.  In previous periods, these parts and supplies were ordered on an as-needed basis, which occasionally resulted in a halt to production.  The costs of these new parts were charged to cost of goods sold during the first and second quarters instead of being capitalized.  Approximately half of this adjustment related to the first quarter of 2011 and the other half related to the second quarter of 2011.  Management evaluated the impact of this adjustment on previously reported financial results in 2011, and concluded that the impact was not material to those interim financial statements or to the third quarter 2011 consolidated financial statements, where the adjustment was made.  There was no material impact on the consolidated financial statements for the nine months ended October 1, 2011, or on periods prior to fiscal year 2011.
 
 
NOTE 2--INVENTORIES
 
Inventories are stated at the lower of cost (first-in, first-out method) or market.
 
 
NOTE 3--STOCK OPTIONS AND EMPLOYEE STOCK GRANTS
 
During the first nine months of 2011, options for 19,200 shares were exercised by directors for an aggregate exercise price of $175,842 with the proceeds generated from the repurchase of 1,045 shares from directors totaling $13,940 and cash received of $161,903. There were no stock options exercised during the third quarter of 2011.  Also, 4,000 stock options were cancelled during the first nine months of 2011.
 
On January 21, 2011, the Board of Directors of the Company adopted the 2011 Long-Term Incentive Stock Option Plan (the “2011 Plan”) which was approved by the Shareholders at the April 28, 2011 Annual Meeting. The 2011 Plan authorizes the issuance of incentive options for up to 350,000 shares of the Company’s common stock. On January 24, 2011, subject to plan approval, the Company granted options to purchase 100,000 shares of its common stock at an exercise price of $11.55 to its CEO, which may be exercised beginning one year after the date of grant at a rate of 20 percent annually on a cumulative basis, and unexercised options expire ten years from the grant date.
 
On January 24, 2011, 13,420 shares were granted under the Company’s 2005 Stock Awards Plan to the CEO and on February 9, 2011, 13,300 shares were granted to certain management employees of the Company. The stock awards vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant. In
 
 
 
6
 
 
Synalloy Corporation
 
Notes To Condensed Consolidated Financial Statements
 
(Unaudited)
 
October 1, 2011
 
 
order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Any portion of an award that has not vested will be forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee’s failure to comply with all conditions of the award or the Plan. Shares representing awards that have not yet vested will be held in escrow by the Company. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable.
 
 
NOTE 4--INCOME TAXES
 
The Company did not have any unrecognized tax benefits accrued at October 1, 2011 and January 1, 2011. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company has concluded all U.S. federal income tax matters for years through 2007 and substantially all material state and local income tax matters for years through 2005. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense.
 
 
NOTE 5--PAYMENT OF DIVIDENDS
 
During 2010, the Company declared and paid a $0.25 per share dividend on March 22, 2010 and another $0.25 per share dividend on December 8, 2010.  Total outlay of the dividends during 2010 amounted to $3,166,000.   The Board presently plans to review at the end of each fiscal year the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate.
 
 
NOTE 6--SEGMENT INFORMATION
 
   
THREE MONTHS ENDED
    
NINE MONTHS ENDED
  
   
Oct 1, 2011
    
Oct 2, 2010
    
Oct 1, 2011
    
Oct 2, 2010
  
Net sales
                        
Metals Segment
   $ 35,817,000     $ 30,871,000     $ 97,753,000     $ 80,970,000  
Specialty Chemicals Segment
     10,376,000       11,061,000       32,581,000       32,511,000  
    $ 46,193,000     $ 41,932,000     $ 130,334,000     $ 113,481,000  
Operating income
                                
Metals Segment
   $ 912,000     $ 1,772,000     $ 7,390,000     $ 2,333,000  
Specialty Chemicals Segment
     686,000       856,000       2,318,000       3,183,000  
      1,598,000       2,628,000       9,708,000       5,516,000  
Unallocated expenses
                                
Corporate
     671,000       388,000       2,147,000       1,447,000  
Interest expense
     36,000       22,000       93,000       36,000  
Other income
     -       (1,000 )     -       (11,000 )
                                 
Income before income taxes
   $ 891,000     $ 2,219,000     $ 7,468,000     $ 4,044,000  


 
7
 

 
Synalloy Corporation
 
Notes to Condensed Consolidated Financial Statements
 
(Unaudited)
 
October 1, 2011
 
 
NOTE 7--FAIR VALUE DISCLOSURES
 
The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, trade accounts receivable, cash value of life insurance, accounts payable and long-term debt approximate their fair value.
 
 
NOTE 8 – LEGAL CONTINGENCIES
 
The Company is from time-to-time subject to various claims, other possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company’s business. Other than environmental contingencies, management is not currently aware of any other asserted or unasserted matters which could have a significant effect on the financial condition or results of operations of the Company.
 
 
NOTE 9--SUBSEQUENT EVENTS
 
The Company performs an evaluation of events that occur after the balance sheet date but before financial statements are issued for potential recognition or disclosure of such events in its financial statements. The Company evaluated subsequent events through the date that the financial statements were issued.
 
On November 10, 2011, the Board of Directors of the Company voted to pay an annual dividend of $0.25 per share payable on December 5, 2011 to holders of record on November 25, 2011, for a total cash payment of $1,582,000. The Board will continue to review at or near the end of each fiscal year the financial performance of the Company and the capital needed to support future growth during the last Board Meeting of each year to determine the amount of cash dividend, if any, which is appropriate.
 

 
8
 

 
Synalloy Corporation
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following is managements’ discussion of certain significant factors that affected the Company during the three and nine month periods ended October 1, 2011.

Consolidated sales for the third quarter of 2011 increased ten percent to $46,193,000 compared to $41,932,000 for the same period one year ago.  The Company’s net earnings declined 60 percent to $571,000 or $0.09 per share for the third quarter of 2011 compared to net earnings of $1,412,000 or $0.22 per share for the third quarter of 2010. For the nine months ended October 1, 2011, sales were $130,334,000, up 15 percent from sales of $113,481,000 for the same period of 2010.  Net earnings for the first nine months of 2011 increased 86 percent to $4,780,000 or $0.75 per share compared to $2,572,000 or $0.41 per share for the comparable period last year.
 
Sales for the Metals Segment increased 16 percent to $35,817,000 while operating income decreased 49 percent to $912,000 in the third quarter of 2011 from the same period a year earlier. The sales increase resulted from a 14 percent increase in average selling prices combined with a one percent increase in unit volumes. The segment experienced a favorable product mix for the third quarter with higher priced non-commodity unit volume increasing 25 percent for the quarter while commodity unit volume decreased ten percent. Special alloy product shipments continue to surpass prior year levels as a result of increased projects and distributor restocking. International sales are also continuing to show year over year sales growth. Operating income decreased during the third quarter as lower nickel prices caused our material margins (defined as sales less material costs) to tighten.  Based upon our FIFO inventory valuation method, as nickel prices decrease, our selling price is reduced accordingly while material costs reflect the higher priced inventory.  Nickel prices decreased more than 15 percent from the second quarter of 2011. In addition, an inventory reserve of $631,000 was required at the end of the third quarter of 2011 to lower the inventory carrying costs of selected inventory sizes to market value. During the third quarter of 2010, the FIFO inventory method was favorable to the profitability of the Segment and an inventory valuation reserve was not required. The Company experienced a favorable adjustment in the third quarter of the current year as repair parts and manufacturing supplies previously expensed were inventoried and are reflected as a prepaid asset in the October 1, 2011 Balance Sheet.  These costs will be expensed in future periods as they are used in the production process. The total of these three items reduced net income for the third quarter of 2011 by $0.09 per share.  The favorable effect of the FIFO inventory valuation method in the prior year resulted in increased net income for the third quarter by $0.04 per share.  This $0.13 per share difference accounts for the  decline in net income per share experienced in the third quarter of 2011 compared to the year earlier results.
 
Sales for the first nine months of 2011 increased 21 percent to $97,753,000 and operating income of $7,390,000 was up 217 percent compared to the prior year periods. The sales increase was comprised of a 19 percent increase in average selling prices combined with a two percent increase in unit volumes. The unit volume increase reflects a 14 percent increase in non-commodity pipe from the same factors as outlined above for the third quarter, combined with a four percent decrease from commodity pipe sales. Both pipe manufacturing and fabricated piping systems showed operating margin improvement over the prior year on a year-to-date basis.
 
The Specialty Chemicals Segment’s revenues decreased for the third quarter of 2011 by six percent compared to the third quarter of 2010.  Sales for the first nine months of 2011 were relatively unchanged from the prior year.  Pounds shipped during the third quarter and first nine months of 2011 were 17 percent and eleven percent lower, respectively, than the same periods last year. Sales did not decrease as much as pounds shipped due to a favorable product mix during the quarter, with additional sales of higher priced products.  Contract or tolling sales continued to show weakness due to pricing pressures and lower sales projections from our customers.  However, the Segment did experience some pricing relief late in the third quarter resulting in September 2011 exceeding comparable 2010 sales levels.  Operating income decreased 20 percent and 27 percent for the third quarter and first nine months of 2011, respectively, when compared to 2010.
 

 
9
 

 
Synalloy Corporation
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Operating income did improve during September 2011, exceeding the same prior year month by four percent.  While it is too early to predict the continued weakening of raw material prices, some stabilization has occurred, allowing a return to more acceptable pricing and allowing us to focus on regaining market share.
 
Consolidated selling, general and administrative expense increased $323,000 or 14 percent and $1,235,000 or 16 percent for the third quarter and first nine months of 2011, respectively, compared to the same periods for the prior year.  This expense category was six percent of sales for the third quarter for both 2011 and 2010 and seven percent of sales for the first nine months of 2011 and 2010.  The increases are primarily due to higher projected performance-based incentive bonuses, higher salaries and wages and the elimination of outsourcing revenue. Higher stock option compensation costs, consulting and recruiting fees also contributed to the increase in consolidated selling and administrative expense.  These expenses were partially offset by a decrease in the Company’s bad debt reserve.
 
The Company’s cash balance was relatively unchanged during the first nine months of 2011, increasing from $109,000 at the end of 2010 to $120,000 as of October 1, 2011. As a result of the higher Metals Segment sales activity during the third quarter of 2011, compared to the fourth quarter of 2010, accounts receivable increased at October 1, 2011 by $8,638,000. Inventory levels increased $10,447,000 during the first nine months of 2011 in support of higher Metals Segment activity, especially in higher priced special alloy materials.  Higher inventory purchases during the third quarter of 2011 increased accounts payable at the end of the quarter by $3,437,000 when compared to the 2010 year-end balance. Capital expenditures for the first nine months of 2011 were $1,985,000. These items resulted in the Company having to borrow $8,688,000 during the first nine months of 2011 and had $8,907,000 of bank debt outstanding as of October 1, 2011.
 
On August 19, 2011, as a result of its strong balance sheet and very favorable debt covenant ratios, the Company’s bank extended the maturity date of their Credit Agreement by one additional year to June 30, 2014.  None of the other terms of the debt agreement were modified.
 
The Metals Segment’s business is highly dependent on its customers’ capital expenditures which have begun to show some improvement. Excess capacity in the pipe manufacturing industry continues to present a difficult operating environment. Stainless steel surcharges, which affect our costs of raw materials and selling prices, increased through April and declined in May through November of 2011 with the exception of a slight increase in September. We expect surcharges to stabilize in December and into the first quarter of 2012. We believe we are the largest and most capable domestic producer of non-commodity stainless steel pipe and an effective producer of commodity stainless steel pipe which should serve us well in the long run. Our market position remains strong in the commodity pipe market and we are experiencing a significant upswing in project and special alloy demand. We also continue to be optimistic about the piping systems business over the long term. During the third quarter of 2011, piping systems added two new salesmen that have already yielded positive results in new inquiries and customer relations.  We anticipate continued strong activity on the new sales front in the paper and wastewater treatment areas as well as power generation projects. Approximately 76 percent of the piping systems backlog comes from paper and wastewater treatment projects. Piping systems’ backlog was $18,147,000 at October 1, 2011, $23,654,000 at July 2, 2011, $25,306,000 at January 1, 2011 and $33,398,000 at October 2, 2010. We expect our backlog to increase over the next quarter or two as our additional salesmen successfully convert the previously mentioned new inquiries into firm orders. We estimate that approximately 80 percent of the backlog should be completed over the next 12 months.
 
Sales bookings into the fourth quarter of 2011 for the Specialty Chemicals Segment continue to show signs of strengthening that were observed during September and a major defoamer project continues on track for the potential of a significant impact on sales and profitability into 2012.  Specific efforts to grow the Chemical Intermediates portion of the Specialty Chemicals Segment are underway with facility modifications that will improve operating costs and margins.

 
10
 

 
Synalloy Corporation
 
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
This Form 10-Q includes and incorporates by reference "forward-looking statements" within the meaning of the securities laws. All statements that are not historical facts are "forward-looking statements." The words "estimate," "project," "intend," "expect," "believe," "anticipate," "plan," “outlook” and similar expressions identify forward-looking statements. The forward-looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw materials availability; customer delays or difficulties in the production of products; environmental issues; unavailability of debt financing on acceptable terms and exposure to increased market interest rate risk; inability to comply with covenants and ratios required by our debt financing arrangements; ability to weather the current economic downturn; loss of consumer or investor confidence and other risks detailed from time-to-time in Synalloy's Securities and Exchange Commission filings. Synalloy Corporation assumes no obligation to update any forward-looking information included in this Form 10-Q.
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Information about the Company’s exposure to market risk was disclosed in its Annual Report on Form 10-K for the year ended January 1, 2011, which was filed with the Securities and Exchange Commission on March 25, 2011. There have been no material quantitative or qualitative changes in market risk exposure since the date of that filing.
 
 
Item 4. Controls and Procedures
 
Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or 240.15d-15(b) of the Company's disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15(e) and 240.15d-15(e)), the Company's chief executive officer and chief financial officer concluded that such controls and procedures, as of the end of the period covered by this quarterly report, were effective.
 
There has been no change in the registrant's internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
 

 
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Synalloy Corporation
 
PART II: OTHER INFORMATION
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
During the third quarter ended October 1, 2011, the Registrant issued shares of common stock to the following class of persons upon the issuance of shares in lieu of cash for services rendered. Issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 because the issuance did not involve a public offering.  In addition, two Non-employee Directors either retired or resigned from the Board of Directors during the third quarter of 2011 and accordingly previously issued shares for 2011 Director Services were forfeited.
 
       
 Number of Shares
    
Date Issued
  
Class of Purchasers
  
 Issued (Forfeited)
  
Consideration
8/03/2011
  
Non-Employee Directors
  
(1,248)
  
Director Services
8/11/2011
  
Non-Employee Directors(1)
  
2,248
  
Director Services

(1)  
On August 11, 2011 two additional Non-employee Directors were elected to the Board to fill the unexpired terms of the two departing directors. Each newly elected Director was given the opportunity and has chosen to receive $11,250 of their pro-rated retainer in restricted stock for 2011-12 year which equals 1,124 shares per director for a total of 2,248 shares. The number of restricted shares issued is determined by the average of the high and low stock priced on the day prior to the Board Meeting in which they were elected. The shares granted to the non-employee directors are not registered under the Securities Act of 1933 and are subject to forfeiture in whole or in part upon the occurrence of certain events.
 

 
 Item 6.
  
Exhibits
   
The following exhibits are included herein:
 
31.1
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer
 
 
31.2
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer and Principal Accounting Officer
 
 
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Certifications Pursuant to 18 U.S.C. Section 1350
 
101.INS*
XBRL Instance Document
 
 
101.SCH*
XBRL Taxonomy Extension Schema
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase
 
 
101.LAB*
XBRL Taxonomy Extension Label Linkbase
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase
 
*In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed."
 
 

 

 
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Synalloy Corporation
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
 
SYNALLOY CORPORATION
   
(Registrant)
     
     
Date: November 14, 2011
By:
/s/ Craig C. Bram                 
   
Craig C. Bram
   
President and Chief Executive Officer
     
Date:  November 14, 2011
By:
/s/ Richard D. Sieradzki                   
   
Richard D. Sieradzki
   
Chief Financial Officer and Principal Accounting Officer
     
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 

 
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