Exhibit 99.3

The unaudited pro forma condensed combined consolidated balance sheet as of September 27, 2014 combines the historical consolidated balance sheet of the Company as of that date and the historical balance sheet of Specialty as of October 31, 2014 to illustrate the estimated effect of the acquisition on the Company's financial statements as if it had occurred on September 27, 2014. The unaudited pro forma condensed combined consolidated statements of operations combines the historical consolidated statements of operations of the Company for the nine months ended September 27, 2014 and the year ended December 28, 2013 with the historical statements of operations of Specialty for the nine months ended October 31, 2014 and for the year ended October 31, 2013. Both of the consolidated statements of operations of the Company reflect continuing operations only. All costs associated with discontinued operations have been eliminated from the pro forma statements of operations. The unaudited pro forma condensed combined consolidated financial statements are based on certain estimates and assumptions made with respect to the combined operations of the Company and Specialty, which we believe are reasonable. The unaudited pro forma condensed combined consolidated statements of operations are presented for illustrative purposes only and do not purport to be indicative of the results of operations of the Company or Specialty that actually would have been achieved had the acquisition of Specialty been completed on the assumed dates, or to project the Company's results of operations for any future date or period. The unaudited pro forma condensed combined consolidated statements of operations give pro forma effect to the acquisition as if it had occurred on the first day of the financial period presented.

The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States of America. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets, if any, acquired and liabilities assumed. Accordingly, the allocation of the consideration transferred in the unaudited pro forma condensed combined consolidated financial statements is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. Such adjustments could be significant. The final valuation is expected to be completed as soon as practicable but no later than twelve months after the closing date of the acquisition. The unaudited condensed combined consolidated pro forma statements of operations do not include the costs that the Company may incur to integrate Specialty, and these costs may be material.

The historical consolidated financial statements of the Company have been adjusted in the unaudited pro forma condensed combined consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) expected to continually impact the combined results of the Company and Specialty. The unaudited pro forma condensed combined consolidated financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined consolidated financial statements. In addition, the unaudited pro forma condensed combined consolidated financial statements were derived from, and should be read in conjunction with, the information for the nine months ended September 27, 2014 included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 27, 2014 and the Annual Report on Form 10-K for the year ended December 28, 2013.

The statements contained in these notes that are not historical facts are forward-looking statements that involve risks and uncertainties. We wish to caution the reader that these forward-looking statements, such as our expectations for future sales results or future expense changes compared with previous periods, are only predictions. These forward-looking statements may be generally identified by the use of forward-looking words and phrases such as “will,” “intends,” “may,” “believes,” “anticipates,” “should” and “expects,” and are based on our current expectations or beliefs concerning future events that involve risks and uncertainties. Actual events or results may differ materially as a result of risks and uncertainties as described in “Item 1A. Risk Factors” in the Company's Quarterly Report on Form 10-Q for the nine months ended September 27, 2014 and the Annual Report on Form 10-K for the year ended December 28, 2013, other risks referenced in our Securities and Exchange Commission filings, or other unanticipated risks. We disclaim any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet



	Synalloy			Specialty		Pro Forma
	Sep 27,			Oct 31,
	2014			2014		Adjustments				Total
Assets
Current assets
Cash and cash equivalents	$	20,747,522		$	101	$	(21,490,433	)	(5)	$	(742,810	)
Accounts receivable, net	29,645,862			2,931,433		—				32,577,295
Inventories, net	48,047,605			16,381,600		(1,520,707		)	(3)	62,908,498
Deferred income taxes	4,011,318			—		—				4,011,318
Prepaid expenses and other current assets	4,297,478			1,302		—				4,298,780
Total current assets	106,749,785			19,314,436		(23,011,140		)		103,053,081

Cash value of life insurance	2,079,419			—		—				2,079,419

						(47,924		)	(3)
Property, plant & equipment, net	34,426,532			2,946,171		110,689			(4)	37,435,468

						(4,103,082		)	(1)
Goodwill	17,252,678			4,103,082		9,630,705			(7)	26,883,383

						(2,119,222		)	(1)
Intangible asset, net	5,962,500			2,119,222		6,835,000			(7)	12,797,500
Deferred charges, net and other non-current assets	428,865			—		—				428,865

Total assets	$	166,899,779		$	28,482,911	$	(12,704,974	)		$	182,677,716

Liabilities and shareholders' equity
Current liabilities
Current portion of long-term debt	$	2,533,908		$	—	$	2,000,000		(5)	$	4,533,908
Accounts payable	14,118,095			1,096,920		—				15,215,015
Accrued expenses	12,366,051			561,385		2,183,579			(10)	15,111,015
Deferred income taxes	—			2,894,059		(3,744,663		)	(11)	(850,604		)
Other current liabilities	173,996			—		—				173,996
Total current liabilities	29,192,050			4,552,364		438,916				34,183,330

Long-term debt	19,004,280			—		8,000,000			(5)	27,004,280
Long-term contingent consideration	—			—		2,590,041			(10)	2,590,041
Deferred income taxes	7,177,046			1,297,080		(1,297,080		)	(11)	7,177,046
Other long-term liabilities	1,574,179			—						1,574,179

Shareholders' equity
Common stock	10,300,000			—		—				10,300,000
Invested equity	—			22,633,467		(22,633,467		)	(2)	—
Capital in excess of par value	33,938,122			—		—				33,938,122
Retained earnings	79,792,653			—		196,616			(13)	79,989,269
Less cost of common stock in treasury	(14,078,551		)	—		—				(14,078,551		)
Total shareholders' equity	109,952,224			22,633,467		(22,436,851		)		110,148,840
Commitments and contingencies
Total liabilities and shareholders' equity	$	166,899,779		$	28,482,911	$	(12,704,974	)		$	182,677,716



	For the Nine Months Ended
	Synalloy			Specialty		Pro Forma
	Sep 27,			Oct 31,
	2014			2014		Adjustments				Total
Net sales	$	150,935,909		$	24,285,250	$	—			$	175,221,159

Cost of goods sold	125,565,826			16,492,784		—				142,058,610

Gross profit	25,370,083			7,792,466		—				33,162,549

						(497,121		)	(1)
						640,781			(8)
Selling and administrative expense	12,108,703			3,437,099		(447,653		)	(9)	15,241,809

Operating income	13,261,380			4,355,367		303,993				17,920,740

Other (income) and expense
						132,960			(6)
Interest expense	788,854			—		60,633			(10)	982,447
Acquisition costs	(2,936		)	—		—				(2,936		)
Palmer earn-out adjustment	(3,476,197		)	—		—				(3,476,197		)
Change in fair value of interest rate swap	191,527			—		—				191,527
Other, net	(6,796		)	—		—				(6,796		)
Income from continuing operations before income taxes	15,766,928			4,355,367		110,400				20,232,695
Provision for income taxes	4,557,000			1,485,000		114,000			(12)	6,156,000

Net income from continuing operations	11,209,928			2,870,367		(3,600		)	(13)	14,076,695

Net income per common share from continuing operations:
Basic	$	1.29								$	1.62
Diluted	$	1.29								$	1.62

Weighted average shares outstanding:
Basic	8,699,428									8,699,428
Dilutive effect from stock options and grants	15,782									15,782
Diluted	8,715,210									8,715,210



	For the Years Ended
	Synalloy			Specialty		Pro Forma
	Dec 28,			Oct 31,
	2013			2013		Adjustments				Total
Net sales	$	196,751,175		$	27,818,797	$	—			$	224,569,972

Cost of goods sold	176,953,036			17,824,956		—				194,777,992

Gross profit	19,798,139			9,993,841		—				29,791,980

						(874,037		)	(1)
						854,375			(8)
Selling and administrative expense	16,034,428			4,596,290		(496,054		)	(9)	20,115,002

Operating income	3,763,711			5,397,551		515,716				9,676,978

Other (income) and expense
						195,352			(6)
Interest expense	1,357,328			—		145,199			(10)	1,697,879
Acquisition related costs	264,186			—		—				264,186
Change in fair value of interest rate swap	(740,832		)	—		—				(740,832		)
Gain on bargain purchase, net of taxes	(1,077,332		)	—		—				(1,077,332		)
Other, net	(147,687		)	—		—				(147,687		)

Income from continuing operations before income taxes	4,108,048			5,397,551		175,165				9,680,764

Provision for income taxes	1,048,000			1,840,000		155,000			(12)	3,043,000

Net income from continuing operations	$	3,060,048		$	3,557,551	$	20,165		(13)	$	6,637,764

Net income per common share:
Basic	$	0.44								$	0.96
Diluted	$	0.44								$	0.96

Weighted average shares outstanding:
Basic	6,941,794									6,941,794
Dilutive effect from stock options and grants	5,610									5,610
Diluted	6,947,404									6,947,404

The total consideration transferred is allocated to Specialty's net tangible and identifiable intangible assets based on their fair value as of November 21, 2014 for purposes of the pro forma condensed combined consolidate financial statements. These amounts are subject to change based on the results of the final valuations of assets acquired and liabilities assumed, which are expected to be completed within the twelve months following the acquisition. The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets is reflected as goodwill. The preliminary allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed as of November 21, 2014 is as follows:



(1	)	Represents the elimination of historical intangible assets and related amortization.
(2	)	Represents the elimination of Specialty's historical invested equity account balance in purchase accounting.
(3	)	Represents the fair value adjustment to the carrying value of Specialty's inventory, land and building.
(4	)	Represents leased equipment purchased at acquisition.
(5	)	Represents cash used to purchase Specialty plus additional borrowings provided by a five-year variable rate term note.
(6	)	Represents additional interest expense associated with the variable interest rate term note.
(7	)	Represents goodwill and other intangible assets associated with the Specialty acquisition.
(8	)	Represents amortization of the customer list intangible.
(9	)	Represents the elimination of the prior owner's management fees.
(10	)	Represents the contingent consideration liabilities to the seller and resultant interest expense.
(11	)	Represents the deferred tax liabilities that will not be assumed by Synalloy, i.e., LIFO inventory reserve, intangible asset amortization, depreciation.
(12	)	Represents adjustment of income tax expense based upon Specialty's addition to the consolidated Synalloy tax provision calculation.
(13	)	Represents impact on net income as a result of pro forma adjustments recognized.



Sources of Funds:
Cash on hand	$	21,490,433
Proceeds of term loan	10,000,000
Total sources of funds	$	31,490,433

Uses of Funds:
Acquisition of Specialty's common stock	$	27,496,000
Cash paid to escrow agent for potential future claims, to be settled within 18 months	3,248,500
Cash paid for portion of seller's investment banker fee	745,933
Total uses of funds	$	31,490,433



Accounts receivable, net	$	2,827,251
Inventories, net	15,524,772
Property, plant and equipment, net	2,950,492
Deferred tax assets	985,000
Customer list	6,835,000
Goodwill	9,630,705
Contingent consideration	(4,773,620		)
Other liabilities assumed	(2,489,167		)
	$	31,490,433