synl-20220630

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, 2022


☐			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.)

1400 16th Street,

Suite 270,

Oak Brook,

Illinois

60523

(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 8, 2022 was 10,259,533

Synalloy Corporation

Table of Contents



PART I. FINANCIAL INFORMATION
Disclosure Regarding Forward Looking Statements		3
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30 , 2022 (unaudited) and December 31, 2021	4
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
	Note 1: Basis of Presentation	9
	Note 2: Acquisitions	10
	Note 3: Revenue Recognition	11
	Note 4: Fair Value of Financial Instruments	11
	Note 5: Inventories	13
	Note 6: Property, Plant and Equipment	14
	Note 7: Goodwill, Intangible Assets and Deferred Charges	14
	Note 8: Debt	15
	Note 9: Leases	16
	Note 10: Shareholders' Equity	17
	Note 11: Earnings Per Share	18
	Note 12: Income Taxes	18
	Note 13: Commitments and Contingencies	19
	Note 14: Industry Segments	19
	Note 15: Subsequent Events	20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31

	Signatures	32

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. All statements that are not historical facts are forward-looking statements. Forward looking statements can be identified through the use of words such as "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may" and similar expressions. The forward-looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions, including risks relating to the impact and spread of and the government’s response to COVID-19; inability to weather an economic downturn; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw material availability; financial stability of the Company’s 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 acquisitions; environmental issues; negative or unexpected results from tax law changes; inability to comply with covenants and ratios required by the Company’s debt financing arrangements; and other risks detailed from time-to-time in Synalloy Corporation's Securities and Exchange Commission filings, including our Annual Report on Form 10-K, which filings are available from the SEC. Synalloy Corporation assumes no obligation to update any forward-looking information included in this release.

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, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	245	$	2,021
Accounts receivable, net of allowance for credit losses of $748 and $216, respectively	63,932		50,126
Inventories, net	134,529		103,249
Prepaid expenses and other current assets	4,883		3,728
Assets held for sale	785		855
Total current assets	204,374		159,979
Property, plant and equipment, net	42,177		43,720
Right-of-use assets, operating leases, net	29,950		30,811
Goodwill	12,637		12,637
Intangible assets, net	12,940		14,382

Deferred charges, net	253		302
Other non-current assets, net	4,110		4,171
Total assets	$	306,441	$	266,002

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	56,167	$	32,318
Accounts payable - related parties	2		2
Accrued expenses and other current liabilities	10,800		12,407
Current portion of note payable	871		—
Current portion of long-term debt	2,464		2,464
Current portion of earn-out liabilities	415		1,961
Current portion of operating lease liabilities	1,061		1,104
Current portion of finance lease liabilities	259		233

Total current liabilities	72,039		50,489
Long-term debt	65,849		67,928

Long-term portion of operating lease liabilities	31,445		32,059
Long-term portion of finance lease liabilities	1,363		1,414
Deferred income taxes	1,791		2,433
Other long-term liabilities	70		89
Total non-current liabilities	100,518		103,923

Commitments and contingencies – See Note 13

Shareholders' equity:
Common stock, par value $1 per share; authorized 24,000,000 shares; issued 11,085,000 shares	11,085		11,085
Capital in excess of par value	46,162		46,058
Retained earnings	84,397		63,080
	141,644		120,223
Less: cost of common stock in treasury - 825,570 and 918,471 shares, respectively	7,760		8,633
Total shareholders' equity	133,884		111,590
Total liabilities and shareholders' equity	$	306,441	$	266,002

Note: The condensed consolidated balance sheet at December 31, 2021 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 Income (Unaudited)

(in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net sales	$	116,202	$	83,087	$	232,420	$	152,865
Cost of sales	95,329		69,000		189,051		130,043
Gross profit	20,873		14,087		43,369		22,822

Selling, general and administrative	8,634		8,124		17,280		14,993
Acquisition costs and other	157		—		688		—
Proxy contest costs and recoveries	—		632		—		168
Earn-out adjustments	(109)		1,044		(7)		1,270
Asset impairments	—		233		—		233


Operating income	12,191		4,054		25,408		6,158
Other expense (income)
Interest expense	407		353		810		739
Loss on extinguishment of debt	—		—		—		223
Change in fair value of interest rate swaps	—		—		—		(2)
Other, net	(23)		—		(58)		162
Income before income taxes	11,807		3,701		24,656		5,036
Income tax provision	750		815		3,339		1,056




Net income	$	11,057	$	2,886	$	21,317	$	3,980















Net income per common share:
Basic	$	1.08	$	0.31	$	2.08	$	0.43
Diluted	$	1.06	$	0.31	$	2.05	$	0.43

Weighted average shares outstanding:
Basic	10,244		9,233		10,226		9,212
Dilutive effect from stock options and grants	187		98		151		103
Diluted	10,431		9,331		10,377		9,315

See accompanying notes to condensed consolidated financial statements.

SYNALLOY CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended June 30,
	2022		2021
Operating activities
Net income	$	21,317	$	3,980
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	4,208		3,591
Amortization expense	1,442		1,360
Amortization of debt issuance costs	49		46
Asset impairments	—		233


Loss on extinguishment of debt	—		223

Deferred income taxes	(642)		(76)


Earn-out adjustments	(7)		1,270
Payments on earn-out liabilities in excess of acquisition date fair value	(372)		—
Provision for (reduction of) losses on accounts receivable	532		(362)
Provision for losses on inventories	1,234		368
Gain on disposal of property, plant and equipment	(5)		(81)
Non-cash lease expense	214		249


Change in fair value of interest rate swap	—		(2)
Issuance of treasury stock for director fees	364		—
Stock-based compensation expense	452		456
Changes in operating assets and liabilities:
Accounts receivable	(14,339)		(12,536)
Inventories	(32,442)		(5,482)
Other assets and liabilities	(1,022)		(570)
Accounts payable	23,591		5,575
Accounts payable - related parties	—		632
Accrued expenses	(1,795)		1,370
Accrued income taxes	110		4,751
Net cash provided by operating activities	2,889		4,995
Investing activities
Purchases of property, plant and equipment	(2,330)		(563)
Proceeds from disposal of property, plant and equipment	5		138



Net cash used in investing activities	(2,325)		(425)
Financing activities
Borrowings from long-term debt	237,938		38,398
Proceeds from note payable	967		—
Proceeds from exercise of stock options	161		—
Payments on long-term debt	(240,017)		(40,269)
Payments on note payable	(96)		—
Principal payments on finance lease obligations	(126)		(19)
Payments on earn-out liabilities	(1,167)		(1,944)
Payments for termination of interest rate swap	—		(46)

Payments of deferred financing costs	—		(165)
Net cash used in financing activities	(2,340)		(4,045)
(Decrease) increase in cash and cash equivalents	(1,776)		525
Cash and cash equivalents at beginning of period	2,021		236
Cash and cash equivalents at end of period	$	245	$	761

Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	699	$	620
Income taxes	$	3,874	$	24

Noncash Investing Activities:
Capital expenditures, not yet paid	$	336	$	—

See accompanying notes to condensed consolidated financial statements.

SYNALLOY CORPORATION

Condensed Consolidated Statements of Shareholders' Equity (Unaudited)

(in thousands)


	Three Months Ended June 30, 2022

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
	Shares	Amount
Balance March 31, 2022	11,085	$	11,085	$	46,028	$	73,340	$	(8,099)	$	122,354
Net income	—	—		—		11,057		—		11,057
Issuance of 32,701 shares of common stock from treasury	—	—		(198)		—		308		110
Exercise of stock options for 3,334 shares, net	—	—		12		—		31		43
Stock-based compensation	—	—		320		—		—		320
Balance June 30, 2022	11,085	$	11,085	$	46,162	$	84,397	$	(7,760)	$	133,884

See accompanying notes to condensed consolidated financial statements.


	Six Months Ended June 30, 2022

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
	Shares	Amount
Balance December 31, 2021	11,085	$	11,085	$	46,058	$	63,080	$	(8,633)	$	111,590
Net income	—	—		—		21,317		—		21,317
Issuance of 75,783 shares of common stock from treasury	—	—		(348)		—		712		364
Exercise of stock options for 17,118 shares, net	—	—		—		—		161		161
Stock-based compensation	—	—		452		—		—		452
Balance June 30, 2022	11,085	$	11,085	$	46,162	$	84,397	$	(7,760)	$	133,884

See accompanying notes to condensed consolidated financial statements.

Synalloy Corporation

Condensed Consolidated Statement of Shareholders' Equity (Unaudited)

Continued


	Three Months Ended June 30, 2021

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
	Shares	Amount
Balance March 31, 2021	10,300	$	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	$	10,300	$	37,309	$	46,815	$	(9,693)	$	84,731

See accompanying notes to condensed consolidated financial statements.


	Six Months Ended June 30, 2021

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Cost of Common Stock in Treasury		Total
	Shares	Amount
Balance December 31, 2020	10,300	$	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	$	10,300	$	37,309	$	46,815	$	(9,693)	$	84,731

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 ("GAAP") 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 Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP required management to make estimates and judgments that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

COVID-19 Update

The COVID-19 pandemic and related responses by public health and governmental authorities to contain and combat the outbreak and spread have adversely affected many economic sectors, significantly disrupted the global supply chain and fueled producer price and consumer inflation. During the second quarter and first six months of 2022, aspects of the Company's business continued to be affected by macroeconomic factors related to the COVID-19 pandemic, specifically with labor shortages at our plants and other areas of our business. We continue to experience demand for our products, however, the full extent of the future impact 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.

Accounting Pronouncements Not Yet Adopted

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting." The ASU, and subsequent clarifications, provide practical expedients for contract modification accounting related to the transition away from the London Interbank Offered Rate (LIBOR) and other interbank offering rates to alternative reference rates. The expedients are applicable to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company intends to use the expedients where needed for reference rate transition. The Company continues to evaluate this standard update and does not currently expect a material impact to the Company’s financial statements or disclosures.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 2: Acquisitions

Acquisition of DanChem Technologies, Inc.

On October 22, 2021, the Company completed the acquisition of DanChem, a contract manufacturer of chemical products located in Danville, Virginia. The Company accounted for the transaction as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805 - "Business Combinations." The preliminary purchase price was $34.1 million including $1.5 million in cash obtained through the acquisition. The purchase price was paid in cash and funded through a drawdown of $34.5 million on the Company’s existing revolving credit facility. 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 150%. See Note 8 for more information on the Company's long-term debt.

The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the Acquisition. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below.


(in thousands)	October 22, 2021
Cash and cash equivalents	$	1,533
Accounts receivable, net of allowance for credit losses of $118	5,358
Inventories, net	1,561
Prepaid expenses and other current assets	454
Property, plant and equipment, net	15,697
Right of use asset, operating leases, net	208
Intangible assets, net	5,750
Total identifiable assets acquired	30,561

Accounts payable	1,751
Accrued expenses and other current liabilities	1,622
Current portion of operating lease liabilities	51
Current portion of finance lease liabilities	215
Deferred income taxes	2,542
Long-term portion of operating lease liabilities	157
Long-term portion of finance lease liabilities	1,408
Total identifiable liabilities assumed	7,746

Net identifiable assets acquired	22,815
Transaction price	34,097
Goodwill	$	11,282

The Company is in the process of finalizing the value of deferred tax balances and the Company's estimates of these values was still preliminary on June 30, 2022 pending completion of the DanChem pre-acquisition tax returns. Therefore, these provisional amounts are subject to change as the Company continues to evaluate information required to complete the valuations throughout the measurement period, which will not exceed one year from the acquisition date.

Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. The recognized goodwill is attributable to operational synergies, assembled workforce and growth opportunities and was allocated to the Company's Specialty Chemicals Segment. Substantially all of the goodwill resulting from this acquisition is not expected to be deductible for tax purposes.

Approximately $0.1 million and $0.4 million of one-time, acquisition-related costs, is recognized in acquisition costs and other expenses in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2022.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company identified DanChem’s customer relationships, product development know-how, and tradename as finite-lived assets with estimated fair values as of the acquisition date of $5.1 million, $0.5 million, and $0.2 million, respectively. The finite-lived assets are subject to amortization using either an accelerated or straight-line method over 15 years.

Total net sales and operating income for DanChem for the three and six months ended June 30, 2022 were as follows:


(in thousands)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Net sales	$	8,387	$	15,861
Operating income	$	207	$	442

Note 3: Revenue Recognition

Revenue is generated primarily from contracts to produce, ship and deliver steel and specialty chemical products. The Company’s performance obligations are satisfied and revenue is recognized when control and title of the contract promised goods or services is transferred to our customers for product shipped or services rendered. Revenues are recorded net of any sales incentives and discounts. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. Shipping costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and are expensed when incurred. Because customers are invoiced at the time title transfers and the Company’s right to consideration is unconditional at that time, the Company does not maintain contract asset balances. Additionally, the Company does not maintain material contract liability balances, as performance obligations for substantially all contracts are satisfied prior to customer payment for product. The Company offers industry standard payment terms.

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)		2022		2021		2022		2021
Fiberglass and steel liquid storage tanks and separation equipment		$	—	$	550	113		691
Heavy wall seamless carbon steel pipe and tube		12,094		11,131		24,498		18,949
Stainless steel pipe and tube		66,114		46,360		128,323		86,301
Galvanized pipe and tube		8,974		10,056		22,745		17,370
Specialty chemicals		29,020		14,990		56,741		29,554
Net sales		$	116,202	$	83,087	$	232,420	$	152,865

Note 4: 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.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 2018 MUSA-Galvanized acquisition and the 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 six months ended June 30, 2022.

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, 2022:


(in thousands)	MUSA-Galvanized		American Stainless		Total
Balance December 31, 2021	$	1,106	$	855	$	1,961
Earn-out payments during the period	(684)		(855)		(1,539)
Changes in fair value during the period	(7)		—		(7)
Balance June 30, 2022	$	415	$	—	$	415

For the three and six months ended June 30, 2022, 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, 2022:

Instrument

Fair Value
June 30, 2022

Principal Valuation Technique

Significant Unobservable Inputs

Range

Weighted
Average

Contingent consideration (earn-out) liabilities

$415

Probability Weighted Expected Return

Discount rate

Timing of estimated payouts

2022

Future revenue projections

$2.5M

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, 2022, 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 assets classified as held for sale.

Assets Held for Sale

On February 17, 2021 the Board of Directors authorized the permanent cessation of operations at Palmer and the subleasing of the Palmer facility. As of December 31, 2021 the Company permanently ceased operations at the Palmer facility and determined that the remaining asset group met the criteria to be classified as held for sale, and therefore classified the related

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

assets as held for sale on the consolidated balance sheets. The Company determined that the exit from this business did not represent a strategic shift that had a major effect on its consolidated results of operations, and therefore this business was not classified as discontinued operations. As of June 30, 2022, the remaining Palmer assets continue to be classified as held for sale. The results of operations for this business are included within the Metals Segment for all periods presented in this quarterly report. The Company uses observable inputs, such as prices of comparable assets in active markets to determine the fair value of the remaining assets. The Company classifies these fair value measurements as Level 2.

The assets classified as held for sale are as follows:


(in thousands)	June 30, 2022		December 31, 2021
Inventory, net	$	547	$	617
Property, plant and equipment, net	238		238
Assets held for sale	$	785	$	855

The Company remains obligated under the terms of the leases for the rent and other costs that may be associated with the lease of the facility through 2036. The Company currently has a sublease for a portion of the Palmer facility and is actively pursuing a sublease for the remaining portion of the facility. The Company will continue to dispose of the remaining assets throughout fiscal 2022.

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. 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

The fair values of cash and cash equivalents, accounts receivable, accounts payable and the Company's note payable approximated their carrying value because of the short-term nature of these instruments. The Company's revolving line of credit and long-term debt, which is based on a variable interest rate, are also reflected in the financial statements at carrying value which approximate fair values as of June 30, 2022. See Note 8 for further information on the Company's debt.

Note 5: 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, 2022		December 31, 2021
Raw materials	$	73,255	$	48,745
Work-in-process	29,418		25,187
Finished goods	33,992		30,666
	136,665		104,598
Less: inventory reserves	(2,136)		(1,349)
Inventories, net	$	134,529	$	103,249

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 6: Property, Plant and Equipment

Property, plant and equipment consist of the following:


(in thousands)	June 30, 2022		December 31, 2021
Land	$	723	$	723
Leasehold improvements	3,388		4,641
Buildings	1,475		53
Machinery, fixtures and equipment	111,497		110,127
Construction-in-progress	3,022		1,900
	120,105		117,444
Less: accumulated depreciation and amortization	(77,928)		(73,724)
Property, plant and equipment, net	$	42,177	$	43,720

The following table sets forth depreciation expense related to property, plant and equipment:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	2,031	$	1,713	$	4,086	$	3,447
Selling, general and administrative	61		61		122		144
Total depreciation	$	2,092	$	1,774	$	4,208	$	3,591

Note 7: Goodwill, Intangible Assets and Deferred Charges

Goodwill

The Company's goodwill balance of $12.6 million as of June 30, 2022 and year ended December 31, 2021 was attributable to the Specialty Chemicals Segment.

Intangible Assets

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, 2022		December 31, 2021
Intangible assets, gross	$	28,876	$	28,876
Accumulated amortization of intangible assets	(15,936)		(14,494)
Intangible assets, net	$	12,940	$	14,382

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


(in thousands)
Remainder of 2022	$	1,442
2023	1,433
2024	1,336
2025	1,238
2026	1,141
2027	1,044
Thereafter	5,306

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.

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


(in thousands)	June 30, 2022		December 31, 2021
Deferred charges, gross	$	398	$	398
Accumulated amortization of deferred charges	(145)		(96)
Deferred charges, net	$	253	$	302

Note 8: Debt

Short-term debt

On June 6, 2022, the Company entered into a note payable in the amount of $1.0 million with an interest rate of 2.77% maturing April 1, 2023. The agreement is associated with the financing of the Company's insurance premium in the current year. As of June 30, 2022, the outstanding balance was $0.9 million.

Long-term debt

Long-term debt consists of the following:


(in thousands)	June 30, 2022		December 31, 2021
Revolving line of credit, due January 15, 2025	$	63,849	$	65,571
Term loan, due January 15, 2025	4,464		4,821
Total long-term debt	68,313		70,392
Less: Current portion of long-term debt	(2,464)		(2,464)
Long-term debt, less current portion	$	65,849	$	67,928

The Company and its subsidiaries have a Credit Agreement with BMO Harris Bank, N.A. ("BMO") which provides the Company with a four-year revolving credit facility with up to $150.0 million of borrowing capacity (the "Facility").

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 with a balloon payment due upon maturity of the Facility in January 2025. The term loan requires quarterly payments of $0.2 million with a balloon payment due upon maturity of the Facility in January 2025.

We have pledged all of our accounts receivable, inventory, and certain machinery and equipment as collateral for the Credit Agreement. Availability under the Credit Agreement is subject to the amount of eligible collateral as determined by the lenders' borrowing base calculations. 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 2.15% as of June 30, 2022.

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, 2022, the Company was in compliance with all debt covenants.

As of June 30, 2022, the Company had $41.2 million of remaining available capacity under its credit facility.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 9: Leases

Balance Sheet Presentation

Operating and finance lease amounts included in the unaudited condensed consolidated balance sheet are as follows (in thousands):


Classification	Financial Statement Line Item	June 30, 2022		December 31, 2021
Assets	Right-of-use assets, operating leases	$	29,950	$	30,811
Assets	Property, plant and equipment	1,605		1,640
Current liabilities	Current portion of lease liabilities, operating leases	1,061		1,104
Current liabilities	Current portion of lease liabilities, finance leases	259		233
Non-current liabilities	Non-current portion of lease liabilities, operating leases	31,445		32,059
Non-current liabilities	Non-current portion of lease liabilities, finance leases	1,363		1,414

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)	2022		2021		2022		2021
Operating lease cost	$	1,043	$	1,023	$	2,091	$	2,046
Finance lease cost:
Amortization of right-of-use assets	69		11		136		20
Interest on finance lease liabilities	9		1		18		1
Sublease income	(32)		—		$	(65)	$	—
Total lease cost	$	1,089	$	1,035	$	2,180	$	2,067

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.

During the fourth quarter of 2021, the Company entered into a sublease agreement with a third party to sublease a portion of the Palmer facility. The sublease agreement continues through the remaining term of the Master Lease Agreement and will expire on September 30, 2036, unless terminated in accordance with the sublease agreement. The sublease provides for an annual base rent of approximately $0.1 million in the first year, which increases on an annual basis by 2.0%. The sublessee is responsible for its pro rata share of certain costs, taxes and operating expenses related to the subleased space. The sublease includes an initial security deposit of $0.1 million.

Future expected cash receipts from the sublease as of June 30, 2022 are as follows:


(in thousands)	Sublease Receipts
Remainder of 2022	$	64
2023	129
2024	132
2025	134
2026	137
Thereafter	1,490
Total sublease receipts	$	2,086

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Maturity of Leases

The amounts of undiscounted future minimum lease payments under leases as of June 30, 2022 are as follows:


(in thousands)	Operating		Finance
Remainder of 2022	$	1,873	$	148
2023	3,645		283
2024	3,667		257
2025	3,687		244
2026	3,703		244
Thereafter	39,916		571
Total undiscounted minimum future lease payments	56,491		1,747
Imputed interest	23,985		125
Present value of lease liabilities	$	32,506	$	1,622

Lease Term and Discount Rate


Weighted-average remaining lease term	June 30, 2022		December 31, 2021
Operating leases	14.05 years		14.43 years
Finance leases	6.59 years		7.07 years
Weighted-average discount rate
Operating leases	8.30	%	8.30	%
Finance leases	2.28	%	2.27	%

During the three and six months ended June 30, 2022, $0.1 million of right-of-use assets were recognized in exchange for new operating lease liabilities.

Note 10: 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, 2022, the Company has 790,383 shares of its share repurchase authorization remaining.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 11: Earnings Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2022		2021		2022		2021
Numerator:
Net income	$	11,057	$	2,886	$	21,317	$	3,980
Denominator:
Denominator for basic earnings per share - weighted average shares	10,244		9,233		10,226		9,212
Effect of dilutive securities:
Employee stock options and stock grants	187		98		151		103
Denominator for diluted earnings per share - weighted average shares	10,431		9,331		10,377		9,315









Net income per share:
Basic	$	1.08	$	0.31	$	2.08	$	0.43
Diluted	$	1.06	$	0.31	$