synl-20210630

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 June 30, 2021


☐			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

57-0426694

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4510 Cox Road,

Suite 201,

Richmond,

Virginia

23060

(Address of principal executive offices)

(Zip Code)

(804)

822-3260

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $1.00 per share	SYNL	NASDAQ Global Market

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 every Interactive Data File required to be submitted 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 such files).

Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

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 August 6, 2021 was 9,268,854

Synalloy Corporation

Table of Contents



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	5
	Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
	Note 1: Basis of Presentation	9
	Note 2: Revenue Recognition	9
	Note 3: Fair Value of Financial Instruments	10
	Note 4: Inventories	12
	Note 5: Property, Plant and Equipment	12
	Note 6: Intangible Assets and Deferred Charges	12
	Note 7: Long-term Debt	13
	Note 8: Leases	14
	Note 9: Shareholders' Equity	15
	Note 10: Exit Activities	15
	Note 11: Earnings (Loss) Per Share	15
	Note 12: Income Taxes	16
	Note 13: Commitments and Contingencies	16
	Note 14: Industry Segments	17
	Note 15: Proxy Contest Costs and Recoveries	17
	Note 16: Related Party Transactions	18
	Note 17: Subsequent Events	18
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

	Signatures	30

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws. All statements that are not historical facts are "forward-looking statements." The words "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may" 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, which reflect opinions only as of the date hereof. The following factors, among others, could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions, including risks relating to the impact and spread of and the government’s response to COVID-19; inability to weather an economic downturn; a prolonged decrease in nickel and oil prices; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw materials availability; financial stability of our customers; customer delays or difficulties in the production of products; loss of consumer or investor confidence; employee relations; ability to maintain workforce by hiring trained employees; labor efficiencies; risks associated with mergers, acquisitions, dispositions and other expansion activities; environmental issues; negative or unexpected results from tax law changes; inability to comply with covenants and ratios required by our debt financing arrangements; and other risks detailed in the Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission ("SEC") on March 9, 2021, particularly under the heading "Risk Factors" and from time-to-time in the Company's SEC filings. The Company assumes no obligation to update the information included in this Quarterly Report on Form 10-Q.

Part I - Financial Information

Item 1. Financial Statements

SYNALLOY CORPORATION

Condensed Consolidated Balance Sheets

(in thousands, except par value and share data)


	(Unaudited)
	June 30, 2021		December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	761	$	236
Accounts receivable, net of allowance for credit losses of $134 and $496, respectively	41,081		28,183
Inventories, net	90,195		85,080
Prepaid expenses and other current assets	10,358		13,384

Total current assets	142,395		126,883

Property, plant and equipment, net	31,777		35,096
Right-of-use assets, operating leases, net	31,092		31,769
Goodwill	1,355		1,355
Intangible assets, net	10,066		11,426

Deferred charges, net	352		455

Total assets	$	217,037	$	206,984

Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	25,307	$	19,732
Accounts payable - related parties	632		—
Accrued expenses and other current liabilities	8,547		6,123
Current portion of long-term debt	1,750		875
Current portion of earn-out liability	3,047		3,434
Current portion of operating lease liabilities	927		867
Current portion of finance lease liabilities	45		19

Total current liabilities	40,255		31,050

Long-term debt	57,750		60,495
Long-term portion of earn-out liability	—		287
Long-term portion of operating lease liabilities	32,281		32,771
Long-term portion of finance lease liabilities	53		37
Deferred income taxes	1,881		1,957
Other long-term liabilities	86		92
Total non-current liabilities	92,051		95,639
Commitments and contingencies – See Note 13

Shareholders' equity
Common stock, par value $1 per share; authorized 24,000,000 shares; issued 10,300,000 shares	10,300		10,300
Capital in excess of par value	37,309		37,719
Retained earnings	46,815		42,835
	94,424		90,854
Less: cost of common stock in treasury - 1,031,147 and 1,123,319 shares, respectively	9,693		10,559
Total shareholders' equity	84,731		80,295
Total liabilities and shareholders' equity	$	217,037	$	206,984

Note: The condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date. See accompanying notes to condensed consolidated financial statements.

SYNALLOY CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net sales	$	83,087	$	66,136	$	152,865	$	140,833
Cost of sales	69,000		61,775		130,043		129,321
Gross profit	14,087		4,361		22,822		11,512
Expenses
Selling, general and administrative	8,124		7,043		14,993		14,814
Acquisition costs and other	—		6		—		135
Proxy contest costs and recoveries	632		2,734		168		2,909
Earn-out adjustments	1,044		(827)		1,270		(823)
Asset impairments	233		6,079		233		6,079


Operating income (loss)	4,054		(10,674)		6,158		(11,602)
Other expense (income)
Interest expense	353		532		739		1,251
Loss on extinguishment of debt	—		—		223		—
Change in fair value of interest rate swaps	—		(4)		(2)		81
Other, net	—		(2,129)		162		(1,303)
Income (loss) before income taxes	3,701		(9,073)		5,036		(11,631)
Income tax provision (benefit)	815		(2,116)		1,056		(3,496)




Net income (loss)	$	2,886	$	(6,957)	$	3,980	$	(8,135)















Net income (loss) per common share:
Basic	$	0.31	$	(0.77)	$	0.43	$	(0.90)
Diluted	$	0.31	$	(0.77)	$	0.43	$	(0.90)

Weighted average shares outstanding:
Basic	9,233		9,058		9,212		9,066
Dilutive effect from stock options and grants	98		—		103		—
Diluted	9,331		9,058		9,315		9,066

See accompanying notes to condensed consolidated financial statements.

SYNALLOY CORPORATION

Condensed Consolidated Statement of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended June 30,
	2021		2020
Operating activities
Net income (loss)	$	3,980	$	(8,135)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation expense	3,591		3,866
Amortization expense	1,360		1,619
Amortization of debt issuance costs	46		80
Asset impairments	233		6,079

Loss on extinguishment of debt	223		—
Unrealized gain on equity securities	—		(208)
Deferred income taxes	(76)		(458)
Proceeds from business interruption insurance	—		1,040
Gain on sale of equity securities	—		(31)
Earn-out adjustments	1,270		(823)
Payments on earn-out liabilities in excess of acquisition date fair value	—		(292)
(Reduction of) provision for losses on accounts receivable	(362)		316
Provision for losses on inventories	368		553
(Gain) loss on disposal of property, plant and equipment	(81)		238
Non-cash lease expense	249		256
Non-cash lease termination loss	—		24

Change in fair value of interest rate swap	(2)		81

Stock-based compensation expense	456		766
Changes in operating assets and liabilities:
Accounts receivable	(12,536)		(1,917)
Inventories	(5,482)		(1,411)
Other assets and liabilities	(570)		(2,225)
Accounts payable	5,575		3,694
Accounts payable - related parties	632		—
Accrued expenses	1,370		(203)
Accrued income taxes	4,751		(3,082)
Net cash provided by (used in) operating activities	4,995		(173)
Investing activities
Purchases of property, plant and equipment	(563)		(1,969)
Proceeds from disposal of property, plant and equipment	138		100
Proceeds from sale of equity securities	—		2,667


Net cash (used in) provided by investing activities	(425)		798
Financing activities
Borrowings from long-term debt	38,398		5,080

Payments on long-term debt	(40,269)		(2,000)
Principal payments on finance lease obligations	(19)		(93)
Payments for finance lease terminations	—		(204)
Payments on earn-out liabilities	(1,944)		(1,987)
Payments for termination of interest rate swap	(46)		—
Repurchase of common stock	—		(635)
Payments for deferred financing costs	(165)		—
Net cash (used in) provided by financing activities	(4,045)		161
Increase in cash and cash equivalents	525		786
Cash and cash equivalents, beginning of period	236		626
Cash and cash equivalents, end of period	$	761	$	1,412

Supplemental disclosure
Cash paid for:
Interest	$	620	$	1,203
Income taxes	$	24	$	6

See accompanying notes to condensed consolidated financial statements.

SYNALLOY CORPORATION

Condensed Consolidated Statement of Shareholders' Equity (Unaudited)

(in thousands)


	Three Months Ended June 30, 2021

	Common Stock		Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
Balance March 31, 2021	$	10,300	$	37,668	$	43,929	$	(10,321)	$	81,576
Net income	—		—		2,886		—		2,886
Issuance of 66,809 shares of common stock from treasury	—		(628)		—		628		—
Stock-based compensation	—		269		—		—		269
Balance June 30, 2021	$	10,300	$	37,309	$	46,815	$	(9,693)	$	84,731

	Six Months Ended June 30, 2021

	Common Stock		Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
Balance December 31, 2020	$	10,300	$	37,719	$	42,835	$	(10,559)	$	80,295
Net income	—		—		3,980		—		3,980
Issuance of 92,172 shares of common stock from treasury	—		(866)		—		866		—
Stock-based compensation	—		456		—		—		456
Balance June 30, 2021	$	10,300	$	37,309	$	46,815	$	(9,693)	$	84,731

See accompanying notes to condensed consolidated financial statements.

Synalloy Corporation

Condensed Consolidated Statement of Shareholders' Equity (Unaudited)

Continued


	Three Months Ended June 30, 2020

	Common Stock		Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
Balance March 31, 2020	$	10,300	$	37,035	$	68,924	$	(11,675)	$	104,584
Net loss	—		—		(6,957)		—		(6,957)


Stock-based compensation	—		430		—		—		430


Balance June 30, 2020	$	10,300	$	37,465	$	61,967	$	(11,675)	$	98,057

	Six Months Ended June 30, 2020

	Common Stock		Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
Balance December 31, 2019	$	10,300	$	37,407	$	70,552	$	(11,748)	$	106,511
Net loss	—		—		(8,135)		—		(8,135)
Cumulative adjustment due to adoption of ASC 326	—		—		(450)		—		(450)
Issuance of 75,440 shares of common stock from treasury	—		(708)		—		708		—
Stock-based compensation	—		766		—		—		766
Purchase of common stock	—		—		—		(635)		(635)
Balance June 30, 2020	$	10,300	$	37,465	$	61,967	$	(11,675)	$	98,057

See accompanying notes to condensed consolidated financial statements.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Unless indicated otherwise, the terms "Company," "we," "us," and "our" refer to Synalloy Corporation and its consolidated subsidiaries.

Note 1: Basis of Presentation

Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements of the Company 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 notes 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 as required by Regulation S-X, Rule 10-01.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Synalloy Corporation (the "Company") Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year.

COVID-19 Update

During the three and six months ended June 2021, aspects of the Company's business continued to be affected by macroeconomic factors related to the COVID-19 pandemic, specifically with production at our plants and within our supply chain. The nature of the situation is dynamic and the full extent of any future impacts of the COVID-19 pandemic on the Company's operational and financial performance is currently uncertain and will depend on many factors outside of the Company's control.

Recently Issued Accounting Standards - Adopted

On September 30, 2020, the Company early adopted ASU No. 2019-12 "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences as well as adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The most significant impact to the Company is the removal of a limit on the tax benefit recognized on pre-tax losses in interim periods. The adoption of this standard by the Company did not have a material effect on the condensed consolidated financial statements or footnote disclosures.

Recently Issued Accounting Standards - Not Yet Adopted

Recent accounting pronouncements pending adoption, other than those stated above, are not expected to have a material impact on the Company.

Note 2: Revenue Recognition

Revenues are recognized when control of the promised goods is transferred to our customers or when a service is rendered, in an amount that reflects the consideration we are to receive in exchange for those goods or services.

The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time.


	Three Months Ended June 30,			Six Months Ended June 30,
(in thousands)		2021		2020		2021		2020
Fiberglass and steel liquid storage tanks and separation equipment		$	550	$	1,038	691		4,456
Heavy wall seamless carbon steel pipe and tube		11,131		5,658		18,949		12,972
Stainless steel pipe and tube		46,360		39,306		86,301		83,034
Galvanized pipe and tube		10,056		6,016		17,370		12,219
Specialty chemicals		14,990		14,118		29,554		28,152
Net sales		$	83,087	$	66,136	$	152,865	$	140,833

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its stand-alone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines stand-alone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin.

Note 3: Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs:

Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date.

Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

•Quoted prices for similar assets or liabilities in active markets;

•Quoted prices for identical or similar assets or liabilities in non-active markets;

•Inputs other than quoted prices that are observable for the asset or liability; and

•Inputs that are derived principally from or corroborated by other observable market data.

Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations.

The Company's financial instruments include cash and cash equivalents, accounts receivable, derivative instruments, accounts payable, earn-out liabilities, a revolving line of credit, a term loan, and equity securities investments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Level 3: Contingent consideration (earn-out) liabilities

The fair value of contingent consideration ("earn-out") liabilities resulting from the 2017 MUSA-Stainless acquisition, 2018 MUSA-Galvanized acquisition, and 2019 American Stainless acquisition are classified as Level 3. Each quarter-end, the Company re-evaluates its assumptions for all earn-out liabilities and adjusts to reflect the updated fair values. Changes in the estimated fair value of the earn-out liabilities are reflected in operating income in the periods in which they are identified. Changes in the fair value of the earn-out liabilities may materially impact and cause volatility in the Company's operating results. The significant unobservable inputs used in the fair value measurement of the Company's earn-out liabilities are the discount rate, timing of the estimated payouts, and future revenue projections. Significant increases (decreases) in any of those inputs would not have resulted in a material difference in the fair value measurement of the earn-out liabilities for the three and six months ended June 30, 2021.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents a summary of changes in fair value of the Company's Level 3 earn-out liabilities measured on a recurring basis for the six months ended June 30, 2021:


(in thousands)	MUSA-Stainless		MUSA-Galvanized		American Stainless		Total
Balance December 31, 2020	$	375	$	941	$	2,405	$	3,721
Earn-out payments during the period	(385)		(473)		(1,086)		(1,944)
Changes in fair value during the period	10		930		330		1,270
Balance June 30, 2021	$	—	$	1,398	$	1,649	$	3,047

For the three and six months ended June 30, 2021, the Company had no unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value instruments.

Quantitative Information about Significant Unobservable Inputs Used in Level 3 Fair Value Measurements

The following table summarizes the significant unobservable inputs in the fair value measurement of our contingent consideration (earn-out) liabilities as of June 30, 2021:

Instrument

Fair Value
June 30, 2021

Principal Valuation Technique

Significant Unobservable Inputs

Range

Weighted
Average

Contingent consideration (earn-out) liabilities

$3,047

Probability Weighted Expected Return

Discount rate

Timing of estimated payouts

2021 - 2022

Future revenue projections

$7.9M - 9.6M

$8.8M

The weighted average discount rate was calculated by applying an equal weighting to each contingent consideration's (earn-out liabilities) discount rate. The weighted average future revenue projection was calculated by applying an equal weighting of probabilities to each forecasted scenario within the valuation models to determine the probability weighted sales applicable to the contingent consideration (earn-out liabilities).

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

During the three and six months ended June 30, 2021, the Company's only significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain long-lived assets. The Company does not periodically adjust carrying value to fair value of these assets; rather, the carrying value of the asset is reduced to its fair value when the Company determines that impairment has occurred.

During the three and six months ended June 30, 2021, the Company determined that technology associated with certain long lived assets within the Specialty Chemicals Segment was obsolete and, as a result, recognized a non-cash, pre-tax asset impairment charge of $0.2 million.

Fair Value of Financial Instruments

For short-term instruments, other than those required to be reported at fair value on a recurring and non-recurring basis and for which additional disclosures are included above, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization. Therefore, as of June 30, 2021 and December 31, 2020, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, and the Company's revolving line of credit, which is based on a variable interest rate, approximate their fair value.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 4: Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. The components of inventories are as follows:


(in thousands)	June 30, 2021		December 31, 2020
Raw materials	$	42,815	$	36,349
Work-in-process	22,926		20,520
Finished goods	25,495		28,929
	91,236		85,798
Less: inventory reserves	(1,041)		(718)
Inventories, net	$	90,195	$	85,080

Note 5: Property, Plant and Equipment

Property, plant and equipment consist of the following:


(in thousands)	June 30, 2021		December 31, 2020
Land	$	3	$	3
Leasehold improvements	2,971		2,939
Buildings	—		84
Machinery, fixtures and equipment	101,283		100,352
Construction-in-progress	1,702		2,772
	105,959		106,150
Less: accumulated depreciation and amortization	(74,182)		(71,054)
Property, plant and equipment, net	$	31,777	$	35,096

Note 6: Intangible Assets and Deferred Charges

Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful life using either an accelerated or straight-line method over a period of eight to 15 years.

The balance of intangible assets subject to amortization are as follows:


(in thousands)	June 30, 2021		December 31, 2020
Intangible assets, gross	$	30,866	$	30,866
Accumulated amortization of intangible assets	(20,800)		(19,440)
Intangible assets, net	$	10,066	$	11,426

Estimated amortization expense related to intangible assets for the next five years are as follows:


(in thousands)
Remainder of 2021	$	1,361
2022	2,501
2023	1,050
2024	952
2025	855
2026	758
Thereafter	2,589

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Deferred Charges

Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of four years.

On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement (the "Credit Agreement") with BMO Harris Bank, N.A ("BMO") providing the Company with a new four-year revolving credit facility and replacing the Company's previous asset based revolving line of credit and term loan with Truist Bank ("Truist"). The Company accounted for this refinance as a debt extinguishment and, as a result, $0.2 million of unamortized debt issuance costs associated with the Company's previously existing bank debt were written off as a loss on extinguishment of debt during the six months ended June 30, 2021. See Note 7 for additional information on the Company's new Credit Agreement.

The balance of deferred charges subject to amortization are as follows:


(in thousands)	June 30, 2021		December 31, 2020
Deferred charges, gross	$	398	$	792
Accumulated amortization of deferred charges	(46)		(337)
Deferred charges, net	$	352	$	455

Note 7: Long-term Debt

Long-term debt consists of the following:


(in thousands)	June 30, 2021		December 31, 2020
$150 million revolving line of credit, due January 15, 2025	$	57,750	$	—
$100 million revolving line of credit, due December 20, 2021	—		49,037
$20 million term loan, due February 1, 2024	—		11,458
Current portion of long-term debt	1,750		875
Total long-term debt	$	59,500	$	61,370

On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement with BMO. The new Credit Agreement provides the Company with a new four-year revolving credit facility with up to $150.0 million of borrowing capacity (the "Facility"). The Facility refinances and replaces the Company's previous $100.0 million asset based revolving line of credit with Truist, which was scheduled to mature on December 20, 2021, and the remaining portion of the Company's five-year $20 million term loan with Truist, which was scheduled to mature on February 1, 2024.

The initial borrowing capacity under the Facility totals $110.0 million consisting of a $105.0 million revolving line of credit and a $5.0 million delayed draw term loan. The revolving line of credit includes a $17.5 million machinery and equipment sub-limit which requires quarterly payments of $0.4 million starting in July 2021 with a balloon payment due upon maturity of the Facility in January 2025.

Availability under the Credit Agreement is based on eligible accounts receivable, inventory and fixed assets. Amounts outstanding under the revolving line of credit portion of the Facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or (b) LIBOR plus 1.50%. Amounts outstanding under the delayed draw term loan portion of the Facility bear interest at LIBOR plus 1.65%. The Facility also provides an unused commitment fee based on the daily used portion of the Facility. The weighted average interest rate per annum was 2.27% as of June 30, 2021.

Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and (ii) 10% of the revolving credit facility (currently $10.5 million).

As of June 30, 2021, the Company had $45.5 million of remaining available capacity under the Facility.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 8: Leases

Total Lease Cost

Individual components of the total lease cost incurred by the Company are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Operating lease cost	$	1,023	$	1,035	$	2,046	$	2,069
Finance lease cost:
Amortization of right-of-use assets	11		26		20		75
Interest on finance lease liabilities	1		7		1		24
Total lease cost	$	1,035	$	1,068	$	2,067	$	2,168

Reduction in carrying amounts of right-of-use 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 and are included in selling, general, and administrative expense on the unaudited condensed consolidated statement of operations.

Maturity of Leases

The amounts of undiscounted future minimum lease payments under leases as of June 30, 2021 are as follows:


(in thousands)	Operating		Finance
Remainder of 2021	$	1,812	$	23
2022	3,665		37
2023	3,699		28
2024	3,549		14
2025	3,619		—
Thereafter	43,540		—
Total undiscounted minimum future lease payments	59,884		102
Imputed interest	26,676		4
Present value of lease liabilities	$	33,208	$	98

Lease Term and Discount Rate


Weighted-average remaining lease term	June 30, 2021		December 31, 2020
Operating leases	15.01 years		15.47 years
Finance leases	2.44 years		2.91 years
Weighted-average discount rate
Operating leases	8.34	%	8.33	%
Finance leases	2.65	%	2.44	%

During the three and six months ended June 30, 2021, no right-of-use assets were recognized in exchange for new operating lease liabilities.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 9: Shareholders' Equity

Share Repurchase Program

On February 17, 2021, the Board of Directors re-authorized the Company's share repurchase program. The previous share repurchase program had a term of 24 months and terminated on February 21, 2021. The share repurchase program allows for repurchase of up to 790,383 shares of the Company's outstanding common stock over 24 months. The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. As of June 30, 2021, the Company has 790,383 shares of its share repurchase authorization remaining.

Shares repurchased for the three and six months ended June 30, 2021 and 2020 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Number of shares repurchased	—		—		—		59,617
Average price per share	$	—	$	—	$	—	$	10.65
Total cost of shares repurchased	$	—	$	—	$	—	$	636,940

Note 10: Exit Activities

On February 17, 2021 the Board of Directors authorized the permanent closure of the Company's Palmer facility. The Company will cease operations and divest all remaining assets at the facility. The amounts, nature, and timing of charges associated with the intended closure of the Palmer facility cannot be reasonably estimated at this time. The closure is not expected to have a material impact on any of the Company's other operating units and the costs associated with the closure are not expected to be material.

Note 11: Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2021		2020		2021		2020
Numerator:
Net income (loss)	$	2,886	$	(6,957)	$	3,980	$	(8,135)
Denominator:
Denominator for basic earnings per share - weighted average shares	9,233		9,058		9,212		9,066
Effect of dilutive securities:
Employee stock options and stock grants	98		—		103		—
Denominator for diluted earnings per share - weighted average shares	9,331		9,058		9,315		9,066

Net income (loss) per share:
Basic	$	0.31	$	(0.77)	$	0.43	$	(0.90)
Diluted	$	0.31	$	(0.77)	$	0.43	$	(0.90)

The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. The Company had 0.2 million shares of common stock that were anti-dilutive for the three and six months ended June 30, 2021, respectively. The Company had 0.3 million and 0.2 million shares of common stock that were anti-dilutive for the three and six months ended June 30, 2020, respectively.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 12: Income Taxes

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2015 or state examinations for years before 2014. During the first six months of 2021 and 2020, the Company did not identify nor reserve for any unrecognized tax benefits.

Our income tax provision (benefit) and overall effective tax rates for the periods presented are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2021			2020			2021			2020
Income tax provision (benefit)	$	815		$	(2,116)		$	1,056		$	(3,496)
Effective income tax rate	22.0		%	23.3		%	21.0		%	30.1		%

The three and six months ended June 30, 2021 effective tax rates approximated the U.S. statutory rate of 21.0%.

The three and six months ended June 30, 2020 effective tax rates were higher than the statutory rate of 21.0% due to discrete tax benefits over the costs associated with our public proxy contest, additional benefits on asset impairment of our Palmer business, and benefits from our stock compensation plan. Additionally, we recognized estimated tax benefits associated with the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") which was signed into law on March 27, 2020. The CARES Act includes various income and payroll tax provisions, notably enabling the Company to carry back net operating losses and recover taxes paid in prior years.

Note 13: Commitments and Contingencies

The Company is from time-to-time subject to various claims, possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business.

Management is not currently aware of any asserted or unasserted matters which could have a material effect on the financial condition or results of operations of the Company.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 14: Industry Segments

The following table summarizes certain information regarding segments of the Company's operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Net sales
Metals Segment	$	68,097	$	52,018	$	123,311	$	112,681
Specialty Chemicals Segment	14,990		14,118		29,554		28,152
	$	83,087	$	66,136	$	152,865	$	140,833
Operating income (loss)
Metals Segment	$	7,504	$	(9,155)	$	10,081	$	(8,221)
Specialty Chemicals Segment	(414)		1,980		642		2,447

Unallocated corporate expenses	1,360		1,586		3,127		3,607
Acquisition costs and other	—		6		—		135
Proxy contest costs and recoveries	632		2,734		168		2,909
Earn-out adjustments	1,044		(827)		1,270		(823)

Operating income (loss)	4,054		(10,674)		6,158		(11,602)
Interest expense	353		532		739		1,251
Loss on extinguishment of debt	—		—		223		—
Change in fair value of interest rate swap	—		(4)		(2)		81

Other expense (income), net	—		(2,129)		162		(1,303)

Income (loss) before income taxes	$	3,701	$	(9,073)	$	5,036	$	(11,631)

	As of
(in thousands)	June 30, 2021		December 31, 2020
Identifiable assets
Metals Segment	$	152,653	$	141,799
Specialty Chemicals Segment	27,932		25,039
Corporate	36,452		40,146

	$	217,037	$	206,984

Note 15: Proxy Contest Costs and Recoveries

During the six months ended June 30, 2020, the Company engaged in a proxy contest with Privet Fund Management, LLC ("Privet") and UPG Enterprises, LLC ("UPG"), which parties acted as a group during the proxy contest. During the year ended December 31, 2020, total costs incurred by the Company relating to the proxy contest were $3.1 million.

During the three and six months ended June 30, 2021, the Company incurred proxy contest costs of $0.6 million related to the reimbursement of documented out-of-pocket fees and expenses to Privet and UPG. See Note 16 for further information on this related party transaction.

During the three and six months ended June 30, 2021, the Company received insurance recoveries of $0.5 million related to a claim for a portion of the costs associated with the proxy contest. The Company continues to seek coverage under its policies for reimbursement of costs associated with the proxy contest; however, any future reimbursement under the policies are neither probable nor estimable at this time.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 16: Related Party Transactions

The Company from time-to-time engages in transactions with related parties. These transactions cannot be presumed to be carried out on an arm's length basis or terms equivalent to those that prevail in arm's-length transactions. The Company's Board of Directors reviews any related party relationships and approves any significant modifications to any existing related party transactions, as well as any new significant related party transactions.

During the six months ended June 30, 2020, Privet and UPG, with an ownership interest of approximately 25% of the Company's outstanding common shares, filed a proxy statement with the Securities and Exchange Commission seeking an election of five of its nominees to the Synalloy Board of Directors at the Company's 2020 Annual Meeting of Shareholders. At the Annual Meeting held on June 30, 2020, Synalloy shareholders voted to elect three of the five nominees designated by Privet and UPG to serve on Synalloy's Board of Directors. During the three and six months ended June 30, 2021, the Company agreed to reimburse Privet and UPG for up to 90% of its documented out-of-pocket fees and expenses (including legal expenses) incurred related to the proxy contest through the date of the 2020 Annual Meeting. As of June 30, 2021, the Company accrued $0.6 million related to the reimbursement to Privet and UPG.

The Company's Interim President and Chief Executive Officer has ownership interests in other entities in which the Company conducts business. During the three and six months ended June 30, 2021, the Company recorded revenue of $31,073 from the sale of product to certain of these entities.

Note 17: Subsequent Events

On July 6, 2021, the Compensation Committee approved inducement stock grants in conjunction with the appointment of the Company's Chief Legal Officer where 9,804 shares with a market price of $10.21 per share were granted, with 50% of the award vesting at the end of a three-year vest period beginning from the date of grant and 50% of the award vesting with the thirty-day volume weighted average price of a Company common share equals $14.50 per share.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity, and capital resources during the three and six months ended June 30, 2021 and 2020, respectively. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the Annual Report), as well as the condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) contained in this report. Unless otherwise specified, all comparisons made are to the corresponding period of 2020. This discussion and analysis is presented in five sections:

•Business Overview

•Results of Operations and Non-GAAP Financial Measures

•Liquidity and Capital Resources

•Off-Balance Sheet Arrangements and Contractual Obligations

•Significant Accounting Policies and Estimates

Business Overview

Synalloy Corporation, a Delaware corporation, was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945. Its charter is perpetual. The name was changed on July 31, 1967 from Blackman Uhler Industries, Inc. The Company's executive office is located at 4510 Cox Road, Suite 201, Richmond, Virginia 23060. Unless indicated otherwise, the terms "Synalloy", "Company," "we" "us," and "our" refer to Synalloy Corporation and its consolidated subsidiaries.

The Company's business is divided into two reportable operating segments, the Metals Segment and the Specialty Chemicals Segment. The Metals Segment operates as three reporting units, all International Organization for Standardization ("ISO") certified manufacturers, including Welded Pipe & Tube Operations, a unit that includes Bristol Metals, LLC ("BRISMET") and American Stainless Tubing, LLC ("ASTI"), Palmer of Texas Tanks, Inc. ("Palmer"), and Specialty Pipe & Tube, Inc. ("Specialty"). Welded Pipe & Tube Operations manufactures stainless steel, galvanized, ornamental stainless steel pipe and tube, and other alloy pipe and tube. Palmer manufactures liquid storage solutions and separation equipment. As discussed in Note 10, the Company will permanently cease operations and divest all assets at the Palmer facility. Specialty is a master distributor of seamless carbon pipe and tube. The Metals Segment serves the appliance, architectural, automotive, brewery, chemical, food processing, marine, mining, oil & gas, petrochemical, power generation, pulp and paper, water and waste water treatment consuming industries with pipe and tube. The Specialty Chemicals Segment operates as one reporting unit which includes Manufacturers Chemicals, LLC ("MC"), a wholly-owned subsidiary of Manufacturers Soap and Chemical Company ("MS&C"), and CRI Tolling, LLC ("CRI Tolling"). MC manufactures lubricants, surfactants, defoamers, reaction intermediaries and sulfated fats and oils. CRI Tolling provides chemical tolling manufacturing resources to global and regional chemical companies and contracts with other chemical companies to manufacture certain, pre-defined products. The Specialty Chemicals Segment produces specialty chemicals for the chemical, pulp and paper, coatings, adhesives, sealants and elastomers (CASE), textile, automotive, household, industrial and institutional, water and waste-water treatment, construction, oil and gas and other industries.

COVID-19 Update

The COVID-19 pandemic has negatively impacted the global economy, resulted in changes in consumer behavior and created significant volatility in financial markets and business operations. Beginning in the first quarter of 2021, there has been an increasing availability and administration of vaccines against COVID-19 and many of the restrictions on social, business, travel, and government activities that have been in place since the onset of the pandemic have started easing or have been completely lifted in many localities. The Company continues to be open in all locations, adhering to health guidelines provided by our government officials and the U.S. Centers for Disease Control and Prevention with protocols in place to operate safely and safeguard the health of our employees including creating space between work areas for employees, providing ample PPE and cleaning supplies in our offices and manufacturing plants and having formal policies for mitigation in the event of cases of illness.

The Company has seen wide ranging impacts partially attributable to COVID-19 to date, including an adverse effect on our reported results and operations for 2020 and impacts to our supply chain in 2021. However, during the first six months of 2021, economic conditions have improved, leading to increased demand for our products and positive operating results. The Company has also taken a number of steps to continue to improve its financial position including:

•refinancing and expanding its revolving line of credit with a new lender to give the Company more favorable terms and increased liquidity;

•making the decision to permanently cease operations and divest all remaining assets at the curtailed Palmer facility; and

•divesting the Company's ownership interest in N845BB Partners, LLC.

We continue to closely monitor the impact of the outbreak of COVID-19 on all aspects of our business. There remains significant uncertainty concerning the magnitude of the impact and the duration of the COVID-19 pandemic and we are unable to predict the ultimate impact it may have on our business, future operations, financial position or cash flows. The extent that our operations will continue to be impacted by the COVID-19 pandemic will depend on future developments, including the development of new strains of COVID-19, the sufficiency and amounts of vaccine availability and distribution and any further actions by government authorities to contain and treat the outbreak. All of which are highly uncertain and cannot be accurately predicted. See Part I - Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for our risk factors regarding risks associated with the COVID-19 pandemic.

Results of Operations

Consolidated Performance Summary

Consolidated net sales for the second quarter of 2021 were $83.1 million representing an increase of $17.0 million, or 25.6%, compared to net sales for the second quarter of 2020. The increase in net sales for the second quarter of 2021 was primarily driven by a 13.0% increase in average selling prices and a 11.3% increase in pounds shipped. Net sales for the first six months of 2021 were $152.9 million, representing an increase of $12.0 million, or 8.5% when compared to the first six months of 2020. The increase in net sales for the first six months of 2021 was primarily driven by a 2.6% increase in average selling prices and a 5.9% increase in pounds shipped.

Consolidated gross profit for the second quarter of 2021 increased 223.0% to $14.1 million, or 17.0% of sales, compared to $4.4 million, or 6.6% of sales in the second quarter of 2020. For the first six months of 2021, consolidated gross profit increased 98.2% to $22.8 million, or 14.9% of sales, compared to $11.5 million, or 8.2% of sales, in the first six months of 2020. The increase in dollars and percentage of sales for the second quarter and first six months of 2021 were attributable to increased selling prices and volume-related operational efficiencies partially offset by increasing raw material and freight costs.

Consolidated selling, general, and administrative expense for the second quarter of 2021 was $8.1 million, or 9.8% of sales, as compared to $7.0 million, or 10.7% of sales, in the second quarter of 2020. For the first six months of 2021, consolidated selling, general, and administrative expense was $15.0 million, or 9.8% of sales, compared to $14.8 million, or 10.5% of sales, for the first six months of 2020. The increase in dollars for the second quarter and first six months of 2021 was driven by $0.5 million of severance expense related to workforce changes made during the second quarter and $0.5 million of retention expense within our Metals Segment, offset by a reduction in expenses related to the curtailment of Palmer operations that occurred in the second quarter of 2020.

For the second quarter of 2021, the Company recorded net income of $2.9 million, or $0.31 diluted earnings per share, compared to a net loss of $7.0 million, or $0.77 diluted loss per share for the second quarter of 2020. Excluding impacts from activities associated with the curtailed Palmer operations, net income in the second quarter of 2021 was $3.0 million compared to $1.1 million in the second quarter of 2020, an increase of $1.9 million over the prior year period.

For the first six months of 2021, the Company recorded net income of $4.0 million, or $0.43 diluted earnings per share, compared to a net loss of $8.1 million, or $0.90 diluted loss per share for the first six months of 2020. Excluding impacts from activities associated with the curtailed Palmer operations, net income in the first six months of 2021 was $4.3 million compared to $0.7 million in the first six months of 2020, an increase of $3.6 million over the prior year period.

Metals Segment

Net sales for the Metals Segment in the second quarter of 2021 totaled $68.1 million, an increase of $16.1 million, or 30.9%, compared to net sales for the second quarter of 2020. The increase for the second quarter of 2021 was primarily driven by a 7.5% increase in average selling prices and a 21.5% increase in pounds shipped. Net sales for the Metals Segment for the first six months of 2021 totaled $123.3 million, an increase of $10.6 million, or 9.4%, compared to net sales for the first six months of 2020. The increase for the first six months of 2021 was primarily driven by a 0.7% increase in average selling prices and a 8.6% increase in pounds shipped.

The net sales increase (decrease) for the second quarter of 2021 compared to the second quarter of 2020 is summarized as follows:


($ in thousands)	$		%	Average selling price (1)	Units shipped

Fiberglass and steel liquid storage tanks and separation equipment	$	(488)	(47.0)%	(53.9)%	28.6%
Heavy wall seamless carbon steel pipe and tube	5,473		96.7%	7.0%	83.0%
Stainless steel pipe and tube	7,012		17.8%	5.1%	11.6%
Galvanized pipe and tube	4,082		67.9%	46.3%	13.3%
Total increase	$	16,079

(1) Average price increases (decreases) for the second quarter of 2021 as compared to the second quarter of 2020 primarily relate to the following:

•Fiberglass and steel liquid storage tanks and separation equipment - decline due to the curtailment of Palmer operations and decision to cease operations and divest remaining assets;

•Heavy wall seamless carbon steel pipe and tube - increase due to demand driven price increases;

•Stainless steel pipe and tube - increase due to demand driven price increases; and,

•Galvanized pipe and tube - increase due to improvement in indexed pricing

The net sales increase (decrease) for the first six months of 2021 compared to the first six months of 2020 is summarized as follows:


($ in thousands)	$		%	Average selling price (1)	Units shipped

Fiberglass and steel liquid storage tanks and separation equipment	$	(3,765)	(84.5)%	(56.5)%	(60.8)%
Heavy wall seamless carbon steel pipe and tube	5,977		46.1%	1.8%	42.9%
Stainless steel pipe and tube	3,196		3.8%	(0.8)%	4.2%
Galvanized pipe and tube	5,222		42.7%	33.2%	6.2%
Total increase	$	10,630

(1) Average price increases (decreases) for the first six months of 2021 as compared to the first six months of 2020 primarily relate to the following:

•Fiberglass and steel liquid storage tanks and separation equipment - decline due to the curtailment of Palmer operations and decision to cease operations and divest remaining assets;

•Heavy wall seamless carbon steel pipe and tube - increase due to demand driven price increases and higher mix of energy based sales;

•Stainless steel pipe and tube - increase due to demand driven price increases offset by a less favorable product mix; and,

•Galvanized pipe and tube - increase due to improvement in indexed pricing

Selling, general, and administrative expense for the second quarter of 2021 was $4.9 million, or 7.2% of sales, as compared to $4.8 million, or 9.3% of sales, in the second quarter of 2020. The increase in dollars was primarily driven by $0.5 million of retention expense offset by a reduction in expenses associated with the curtailment of the Palmer operations. For the first six months of 2021, selling, general, and administrative expense was $9.1 million, or 7.4% of sales, compared to $9.7 million, or 8.6% of sales, in the first six months of 2020. The decrease in dollars for the first six months of 2021 compared to the first six months of 2020 is primarily driven by a reduction in expenses associated with the curtailment of the Palmer operations.

Operating income increased $16.7 million, or 182.0%, to $7.5 million for the second quarter of 2021 compared to an operating loss of $9.2 million for the second quarter of 2020. Excluding impacts from activities associated with the curtailed Palmer operations, operating income was $7.6 million in the second quarter of 2021 compared to an operating loss of $1.2 million in the second quarter of 2020, an increase of $8.7 million over the prior year period. For the first six months of 2021, operating income increased $18.3 million, or 222.6%, to $10.1 million compared to an operating loss of $8.2 million in the first six months of 2020. Excluding impacts from activities associated with the curtailed Palmer operations, operating income was $10.4 million in the first six months of 2021 compared to $0.6 million in the first six months of 2020, an increase of $9.8 million over the prior year period. Current quarter and first six months of 2021 operating results were impacted by increasing demand driven sales and volume driven operating efficiencies.

Specialty Chemicals Segment

Net sales for the Specialty Chemicals Segment in the second quarter of 2021 totaled $15.0 million, representing a $0.9 million, or 6.2%, increase from the second quarter of 2020. The increase was driven by a 12.4% increase in demand driven average selling prices partially offset by a 3.8% decrease in pounds shipped attributable to increased COVID-19 driven hand sanitizer demand in the second quarter of 2020 not in the current period. Net sales for the first six months of 2021 totaled $29.6 million, an increase of $1.4 million, or 5.0%, compared to the first six months of 2020. The increase for the first six months of 2021 was primarily driven by a 4.5% increase in average selling prices and a 1.4% increase in pounds shipped.

Selling, general, and administrative expense for the second quarter of 2021 was $2.0 million, or 13.4% of sales, compared to $0.7 million, or 5.2% of sales, in the second quarter of 2020. For the first six months of 2021, selling, general, and administrative expense was $3.0 million, or 10.3% of sales, compared to $1.8 million or 6.3%, of sales, in the first six months of 2020. The increase in dollars for the second quarter and first six months of 2021 was primarily driven by $0.5 million of severance expense related to workforce changes in the period, $0.2 million of asset impairment charges in the period, $0.3 million of bad debt expenses, $0.2 million of environmental expenses and $0.1 million in increased stock comp expense related to the aforementioned workforce changes in the period.

Operating loss increased $2.4 million, or 120.9%, to $0.4 million for the second quarter of 2021 compared to operating income of $2.0 million for the second quarter of 2020. For the first six months of 2021, operating income decreased $3.6 million, or 84.8%, to $0.6 million compared to operating income of $4.2 million in the first six months of 2020. The decrease in operating income for the second quarter and first six months of 2021 is primarily driven by the aforementioned increases in selling, general, and administrative costs.

Other Items

Unallocated corporate expenses for the second quarter of 2021 decreased $0.2 million, or 14.4%, to $1.4 million (1.6% of sales) compared to $1.6 million (2.4% of sales) in the prior year comparative period. For the first six months of 2021, unallocated corporate expenses decreased $0.5 million, or 13.4%, to $3.1 million (2.0% of sales) from $3.6 million (2.6% of sales) in the first six months of 2020. The second quarter and first six months of 2021 decreases resulted primarily from lower salaries and benefits and stock compensation expense partially offset by increases in professional fees.

Interest expense was $0.4 million and $0.7 million for the second quarter and first six months of 2021, respectively compared to $0.5 million and $1.3 million for the second quarter and first six months of 2020, respectively. The decrease in the current year compared to the prior year is related to the Company's debt refinance in the first quarter of 2021 and favorability of interest rates associated with the new Credit Agreement.

The three and six months ended June 30, 2021 effective tax rates approximated the U.S. statutory rate of 21.0%.

The Company's cash balance increased $0.6 million to $0.8 million as of June 30, 2021 compared to $0.2 million at December 31, 2020. Fluctuations affecting cash flows during the six months ended June 30, 2021 were comprised of the following:

a)Net inventories increased $5.1 million at June 30, 2021 when compared to December 31, 2020, mainly due to purchases of inventory to support increased customer demand. Inventory turns, calculated on a six-month average basis, increased from 1.15 turns at December 31, 2020 to 1.48 turns at June 30, 2021;

b)Accounts payable increased $5.6 million as of June 30, 2021 as compared to December 31, 2020, primarily due increased inventory purchases to support increased customer demand and working capital improvements. Accounts payable days outstanding, calculated on a six-month average basis, were approximately 32 days at June 30, 2021 compared to 39 days at December 31, 2020;

c)Net accounts receivable increased $12.9 million at June 30, 2021 as compared to December 31, 2020, due primarily to increased sales volume in the second quarter and first six months of 2021 compared to the fourth quarter of 2020. Days sales outstanding, calculated using a six-month average basis, was approximately 41 days outstanding at June 30, 2021 and 51 days at December 31, 2020, respectively;

d)Capital expenditures for the second quarter and first six months of 2021 were $0.3 million and $0.6 million, respectively; and

e)The Company paid $0.9 million and $1.9 million during the second quarter and first six months of 2021 related to the earn-out liabilities from the 2019 American Stainless, 2018 MUSA-Galvanized and 2017 MUSA-Stainless acquisitions.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), we use the following non-GAAP financial measures: EBITDA and Adjusted EBITDA. Management believes that these non-GAAP measures provide additional useful information to allow readers to compare the financial results between periods. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP.

EBITDA and Adjusted EBITDA

We define "EBITDA" as earnings before interest (including change in fair value of interest rate swap), income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: asset impairment, stock-based compensation, non-cash lease cost, acquisition costs and other fees, proxy contest costs and recoveries, loss on extinguishment of debt, earn-out adjustments, realized and unrealized (gains) and losses on investments in equity securities and other investments, retention costs and restructuring and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Consolidated EBITDA and Adjusted EBITDA are as follows:


		Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands)		2021			2020			2021			2020
Consolidated
Net income (loss)		$	2,886		$	(6,957)		$	3,980		$	(8,135)
Adjustments:
	Interest expense	353			532			739			1,251
	Change in fair value of interest rate swap	—			(4)			(2)			81
	Income taxes	815			(2,116)			1,056			(3,496)
	Depreciation	1,774			1,989			3,591			3,947
	Amortization	680			810			1,360			1,619
EBITDA		6,508			(5,746)			10,724			(4,733)
	Acquisition costs and other	—			6			—			138
	Proxy contest costs and recoveries	632			2,734			168			2,909

	Loss on extinguishment of debt	—			—			223			—
	Earn-out adjustments	1,044			(827)			1,270			(823)
	Loss (gain) on investments in equity securities and other investments	—			(1,092)			363			(240)
	Asset impairments	233			6,079			233			6,079


	Stock-based compensation	269			430			456			766
	Non-cash lease expense	124			128			249			256
	Retention expense	476			235			476			235
	Restructuring and severance costs	477			—			477			—
Adjusted EBITDA		$	9,763		$	1,947		$	14,639		$	4,587
	% of sales	11.7		%	2.9		%	9.6		%	3.3		%

Metals Segment EBITDA and Adjusted EBITDA are as follows:


		Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands)		2021			2020			2021			2020
Metals Segment
Net income (loss)		$	6,463		$	(7,308)		$	9,002		$	(6,381)
Adjustments:
	Interest expense	—			7			—			11
	Depreciation	1,350			1,559			2,742			3,070
	Amortization	680			810			1,360			1,619
EBITDA		8,493			(4,932)			13,104			(1,681)
	Acquisition costs and other	—			—			—			3
	Earn-out adjustments	1,044			(827)			1,270			(823)
	Asset impairments	—			6,079			—			6,079

	Stock-based compensation	46			130			83			171
	Retention expense	476			—			476			—
	Restructuring and severance costs	50			—			50			—
Metals Segment Adjusted EBITDA		$	10,109		$	450		$	14,983		$	3,749
	% of segment sales	14.8		%	0.9		%	12.2		%	3.3		%

Specialty Chemicals Segment EBITDA and Adjusted EBITDA are as follows:


		Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands)		2021			2020			2021			2020
Specialty Chemicals Segment
Net income (loss)		$	(414)		$	1,980		$	641		$	2,460
Adjustments:
	Interest expense	—			1			—			9
	Depreciation	390			389			776			792

EBITDA		(24)			2,370			1,417			3,261
	Asset impairments	233			—			233			—
	Stock-based compensation	136			80			167			118
	Restructuring and severance costs	427			—			427			—
Specialty Chemicals Segment Adjusted EBITDA		$	772		$	2,450		$	2,244		$	3,379
	% of segment sales	5.2		%	17.4		%	7.6		%	12.0		%

Liquidity and Capital Resources

We closely manage our liquidity and capital resources. Our liquidity requirements depend on key variables, including level of investment required to support our business strategies, the performance of our business, capital expenditures, credit facilities and working capital management. Capital expenditures and share repurchases are a component of our cash flow and capital management strategy which we can adjust in response to economic and other changes in our business environment. We have a disciplined approach to capital allocation focusing on priorities that support our business and growth.

Sources of Liquidity

Funds generated by operating activities supplemented by our available cash and cash equivalents and our credit facilities are our most significant sources of liquidity. As of June 30, 2021, we held $0.8 million of cash and cash equivalents, as well as $45.5 million of remaining available capacity on our revolving line of credit. We believe our sources of liquidity will be sufficient to fund operations and anticipated capital expenditures as well as repay our debt obligations as they become due over the next 12 months.

Cash Flows

Cash flows from total operations were as follows ($ in thousands):


	Six Months Ended June 30,
	2021		2020
Total cash provided by (used in):
Operating activities	$	4,995	$	(173)
Investing activities	(425)		798
Financing activities	(4,045)		161
Net increase in cash and cash equivalents	$	525	$	786

Operating Activities

The increase in cash provided by operating activities for the six months ended June 30, 2021 compared to cash used in operating activities for the six months ended June 30, 2020 was primarily driven by changes in working capital. Accounts receivable increased for the first six months of 2021 by $12.5 million, compared to an increase of $1.9 million for the first six months of 2020, driving a reduction of $10.6 million in operating cash flows for the first six months of 2021. Inventories increased $5.5 million in the first six months of 2021 compared to an increase of $1.4 million in the first six months of 2020, driving a reduction of $4.1 million in operating cash flow for the first six months of 2021. The increases in accounts receivable and inventories were due to increases in sales volume during the first six months of 2021 and higher inventory purchases to meet customer demand in the first six months of 2021. The increases in cash used from accounts receivable and inventories were partially offset by an increase in accounts payable due to higher inventory purchases to meet customer demand and days payables outstanding of 32 days in the first six months of 2021 and 2020, respectively, as well as changes in accrued income taxes due to tax benefits the Company continues to receive as part of the CARES Act.

Investing Activities

Net cash used in investing activities primarily consists of transactions related to capital expenditures and equity transactions. The decrease in cash used in investing activities for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily due to a decrease in capital expenditures in the current year compared to the prior year and proceeds received from the sale of investments in equity securities in the prior year not in the current year.

Financing Activities

Net cash provided by financing activities primarily consists of transactions related to our long-term debt. The increase in cash used in financing activities for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily due to increased payments towards the Company's line of credit in the current year and payments to pay off the Company's previous term loan as part of the Company's debt refinancing in the first quarter of 2021.

Long-term Debt

On January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement with BMO providing the Company with a new four-year revolving credit facility and replacing the Company's previous asset based revolving line of credit and term loan with Truist. As of June 30, 2021, the Company had $59.5 million of total borrowings outstanding with its lender, a decrease of $1.9 million from the balance at December 31, 2020. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and (ii) 10% of the revolving credit facility (currently $10.5 million). See Note 7 in the notes to the unaudited condensed consolidated financial statements for additional information on the Company's line of credit.

Share Repurchases and Dividends

We have a share repurchase program, authorized by the Company's Board of Directors, that is executed through purchases made from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Shares repurchased are returned to status of authorized, but unissued shares of common stock or held in treasury. The following table presents the total number of shares repurchased, average price paid per share, and the total amount paid per share for the six months ended June 30, 2021 and 2020.


	Six Months Ended June 30,
		2021		2020
Number of shares repurchased		—		59,617
Average price per share		$	—	$	10.65
Total cost of shares repurchased		$	—	$	636,940

At the end of each fiscal year, the Board of Directors reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2020, no dividends were declared or paid by the Company.

Other Financial Measures

Below are additional financial measures that we believe are important in understanding the Company's liquidity position from year to year. The metrics are defined as:

Current ratio = current assets divided by current liabilities

Debt to capital = total debt divided by total capital

Return on average equity = net income divided by the trailing 12-month average of equity

Results of these additional measures are as follows:


	June 30, 2021	December 31, 2020
Current ratio	3.5	4.1
Debt to capital	41%	43%
Return on average equity	4.4%	(29.2)%

Off-Balance Sheet Arrangements and Contractual Obligations

The Company has no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on the Company's financial position, revenues, results of operations, liquidity, or capital expenditures.

Our Annual Report on Form 10-K for the year ended December 31, 2020 includes a table in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, summarizing our contractual obligations as of December 31, 2020, including approximately $54.1 million of long-term debt obligations and projected future interest due in 2021. As discussed in Note 7, on January 15, 2021, the Company and its subsidiaries entered into a new Credit Agreement with BMO providing the Company with a new four-year revolving credit facility and replacing the Company's previous asset based revolving line of credit and term loan with Truist.

As of June 30, 2021, the Company's contractual obligations and other commitments were as follows:


			Payment Obligations for the Year Ended
(in thousands)	Total		2021		2022		2023		2024		2025		Thereafter
Obligations:
Revolving credit facility	$	59,500	$	875	$	1,750	$	1,750	$	1,750	$	53,375	$	—
Interest on line of credit	4,097		1,058		1,033		1,000		966		40		—
Finance leases	102		23		37		28		14		—		—
Operating leases	59,885		1,813		3,665		3,699		3,549		3,619		43,540
Total	$	123,584	$	3,769	$	6,485	$	6,477	$	6,279	$	57,034	$	43,540

Significant Accounting Policies and Estimates

We describe our significant accounting policies in Note 1, Summary of Significant Accounting Policies, of the notes to the consolidated financial statements presented in the Annual Report on Form 10-K for the year ended December 31, 2020. We discuss our critical accounting estimates in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of 2020.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act; therefore, we are not required to provide the information required by this Item.

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.

Changes in Internal Control over Financial Reporting

The Company's management, including the Chief Executive Officer and Chief Financial Officer, identified no change in the Company's internal control over financial reporting that occurred during the most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

Item 1. Legal Proceedings

It is not unusual for us and our subsidiaries to be involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business involving, among other things, product liability, commercial, employment, workers' compensation, and environmental matters. We establish reserves in a manner that is consistent with accounting principles generally accepted in the U.S. for costs associated with such matters when a liability is probable and those costs are capable of being reasonably estimated. We cannot predict with any certainty the outcome of these unresolved legal actions or the range of possible loss or recovery. Based on current information, however, we believe that the eventual outcome of these unresolved legal actions, either individually or in the aggregate, will not have a material adverse effect on our financial position, results of operations or cash flows. There were no material changes in our Legal Proceedings, as discussed in Part I, Item 3 in the Company's Annual Report on Form 10-K for the period ending December 31, 2020.

Item 1A. Risk Factors

There were no material changes in our assessment of risk factors as discussed in Part I, Item 1A in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Synalloy Corporation

Condensed Consolidated Statement of Shareholders' Equity (Unaudited)

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit No.						Description
10.1						Confidential Separation and Release Agreement, dated as of May 14, 2021, between Registrant and J. Greg Gibson
10.2						Amended and Restated Synalloy Corporation 2015 Stock Awards Plan
31.1						Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer
31.2						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32						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
101.DEF*						XBRL Taxonomy Extension Definition Linkbase
104						Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101*)
*						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."

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:	August 9, 2021	By:	/s/ Christopher G. Hutter
			Christopher G. Hutter
			Interim President and Chief Executive Officer
			(principal executive officer)

Date:	August 9, 2021	By:	/s/ Sally M. Cunningham
			Sally M. Cunningham
			Senior Vice President and Chief Financial Officer
			(principal accounting officer)