Free Writing Prospectus

Forward –

Looking Statements

Statements in this presentation that are not historical facts are forward-looking statements within the meaning of

Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. Such forward-looking statements involve risks and uncertainties that could cause actual outcomes and

results to differ materially from those described in the forward-looking statements. We believe that the expectations

represented by our forward-looking statements are reasonable, yet there can be no assurance that such expectations

will prove to be correct. Furthermore, unless otherwise stated, the forward-looking statements contained herein are

made as of the date of the presentation, and we do not undertake any obligation to update publicly or to revise any of

the included forward-looking statements, whether as a result of new information, future events or otherwise unless

required by applicable legislation or regulation. The forward-looking statements contained herein are expressly

qualified by this cautionary statement. Readers are cautioned that these forward-looking statements involve certain

risks and uncertainties, including those contained in filings with the U.S. Securities and Exchange Commission.

Information regarding market and industry statistics contained in this presentation is based on information available to

us that we believe is accurate. It is generally based on management estimates and publications that are not produced

for investment or economic analysis.

We have filed a registration statement with the Securities and Exchange Commission for the offering to which this

communication relates. Before you invest, you should read the prospectus and the prospectus supplement in that

registration statement and other documents we have filed with the Securities and Exchange Commission for more

complete information about us and this offering. The risks and uncertainties described under the caption “Risk Factors”

of the prospectus and the prospectus supplement included in the registration statement should be considered in

evaluating the forward-looking statements. You may obtain these documents, and the documents incorporated by

reference therein for free by visiting EDGAR on the Securities and Exchange Commission’s web site at www.sec.gov.

Over-allotment Option: ..………..

Offering Summary

Issuer: ……………………………

Synalloy Corporation

Ticker/Exchange: ………………..

SYNL / NASDAQ

Issue: ……………………………..

Offering Size: ….…………………

Use of Proceeds: ……….………

approximately $3.5 million in new equipment

for the CRI Facility, approximately $2.0 million

in new equipment for the Company's

fabrication facilities and to pay down the

Company's line of credit

Lock-Up Provision: ………………

90 days

Expected Pricing: ………………..

Week of September 23, 2013

Bookrunners: ……………………..

Sterne Agee and BB&T Capital Markets

To fund growth initiatives including

15%, all primary

1,500,000 shares of common stock, all primary

Common Stock Follow-on

Today’s Presenters

President

and

CEO

since

January

2011

and

Director

the

Company

since

2004

Previously

Managing

Director

Avitas

Capital,

LLC

–

Investment

Banking

and

Private

Equity

Previously

Founder,

President

and

CEO,

BIZPORT,

Ltd.

–

Document

Management

Company

30 years experience in business management, financial operations, logistics, and management

consulting

MBA in Finance from Virginia Commonwealth University

CFO and Vice President of Finance since June 2010

Previously served as Assistant Vice President of Finance of Synalloy

Previously Divisional Vice President of Finance, Buffets, Inc.; Vice President of Accounting and

Corporate Controller at Ryan’s Restaurant Group, Inc.; Senior Audit Team Member at

PriceWaterhouse LLP

B.S. from Indiana University at South Bend; currently holds CPA

Craig C. Bram –

President & CEO

Richard D. Sieradzki –

CFO & Vice President of Finance

Investment Highlights

Fabrication business in the early stages of a major turnaround with backlog up 225% since

the beginning of 2013

Poised

for

improved

pipe

manufacturing

pricing

and

profitability

following

favorable

anti-dumping ruling

Recently

acquired

production

capacity

the

Specialty

Chemicals

segment

New

Metals

segment

manufacturing

initiatives

providing

increased

throughput

and

efficiencies

Proven

M&A Capability

Disciplined

M&A

Strategy

–

experienced

the

Management

and

Board

levels

Palmer of Texas acquired in August 2012 at approximately 5.5X trailing EBITDA, performing

in line with expectations and contributing to increasing margins

CRI acquired in August 2013, adding much needed capacity at a significant discount to

replacement value and accretive in first year

Advantageous

Macro Environment

Shale “revolution”

resulting in low natural gas prices and setting the stage for increased

infrastructure spending for the foreseeable future

Already serving the growing domestic energy market, and focused on additional

opportunities

Repositioned

for Growth

Recent expansion of sales and marketing has lead to successful penetration of new end

markets with strong growth characteristics

The shift in sales has not only provided the foundation for strong revenue growth, it will

generate the opportunity to fuel margin expansion

Growing list of blue chip customers across both segments

Conditions

Ripe to Excel

Synalloy Overview

Company Overview

Synalloy

Metals

Comprised of BRISMET,

Synalloy Fabrication and

Palmer

Targets customers requiring

materials which are:

3 Facilities totaling 520k sq. ft

Comprised of

Manufacturers Chemicals

and CRI Tolling

Produces specialty

chemicals for a diverse

set of industries

Longstanding blue chip

customer base

Stable, attractive margins

(1)

LTM as of June 29, 2013.

(2)

Adjusted for non-cash items and for inventory gains/losses attributable to

movement in nickel prices; Adjusted EBITDA is a non-GAAP metric –

see Appendix for reconciliation tables.

Synalloy

Chemicals

Diversified industrial manufacturer of metal and specialty chemical products sold into a wide range of

end markets

Revenues

(1)

: $217.5MM

Adjusted EBITDA

(1)(2)

: $17.9MM

Approximately 600 employees

Founded in 1945 and headquartered in Spartanburg, SC

Business Segments

•

Corrosion-resistant

•

Suitable for high-purity

processes

•

Over 1,100 specialty

formulations

BRISMET –

Overview

North American leader in welded stainless steel

and special alloy pipe production

Operates a 190,000 square-

foot facility in Bristol, TN

Produces welded pipe

sizes from ½”

to 120”

Capabilities

Forming

X-Ray / Testing

End Preparation

Surface Finishing

Heat Treatment

Welding

Cold Working /

Plannishing

Diverse equipment capabilities to provide large and small diameter pipe in a

wide range of schedules/wall thicknesses, gauges and long lengths

Stainless

Steel Pipes

Titanium

Pipes

Super Duplex

Pipes

Nickel Alloy

Pipes

Product Overview

Business Overview

Synalloy Fabrication –

Overview

Comprised of BristolFab and, its sister

company, Ram-Fab LLC

Provides complete turn-key pipe

fabrication solutions across a wide

variety of market segments

Fabrication

capabilities

from

1/2”

144”

(12.7 millimeters to 4 meters) in

diameter

Combined union and non-union

fabrication capabilities allow for

comprehensive fabrication offerings for

both domestic and international projects

Services include: Modular Construction,

OEM Services, and Commercial

Bonding

Business Description

Industry leader in high nickel alloy, stainless steel, carbon and chrome

pipe fabrication for over 40 years

Bristol, Tennessee

Crossett, Arkansas

Capabilities

Cutting / Forming /

Bending

Warehousing

Freight Logistics

Surface Finishing

Heat Treatment

Painting

X-Ray

Palmer of Texas –

Overview

Fiberglass

Tanks

Steel Tanks

Field Erected

Tanks

Tank

Accessories

Strategically located in the heart of the Permian Basin in West Texas with

direct access to emerging shale oil plays, Palmer is able to provide

customers with the majority of their tank battery

Capabilities

On-site Delivery /

Setup

Drafting /

Engineering

Field Services

Painting / Coating

Operates a 125,000 square-

foot facility situated on 20

acres in Andrews, TX

Produces fiberglass and

steel tanks for 50 to 1,000

barrels of volume

Product Overview

Business Overview

Industry leader in manufacturing fiberglass and steel liquid

storage tanks and separation equipment

Palmer of Texas –

Permian Focused

Key Relationships

Increasing End Market Demand

The Permian Basin accounts for two-thirds of oil production in Texas and

approximately 15% of the entire United States

2012 Permian Basin production was 1.25 million bbl/d and is expected to grow to 1.85

million

bbl/d

2015

and

3.5

million

bbl/d

2025

(1)

Over

492

rigs

(~25%

total)

are

operating

the

Permian

Basin

(1)

U.S. Energy Information Administration 2013 Short-Term Energy Outlook Report.

Synalloy Metals –

Drivers of Growth

Automated steel tank line will be fully operational by the end of 2013, increasing

production by approximately 30%

Palmer’s Steel

Production Capacity

Ramping Up

Oil & Gas Demand in

Palmer’s Immediate

Area

Receipt of Pressure

Vessel Certification

Will open up numerous additional clients who want to purchase tanks and pressure

vessels from a single vendor

Horizontal

drilling

technology

and

higher

oil

prices

are

driving

shale

oil

drilling

boom

the Permian Basin and Eagle Ford Shale, increasing the need for tanks

Anti-Dumping Ruling

Potential

Nickel Price

Appreciation

Nickel prices are currently at 2009 recessionary levels, where 30% of the world’s

production is unprofitable, indicating potential for price increases

Improving prices and margins following the soon to be implemented duty increases on

imported pipe from Asian countries

Strong

Backlog

Improving Conversion

Margins

Conversion margins on current backlog have improved substantially over prior years

Current

backlog

historical

high

$63

million

Favorable Natural Gas

Price Environment

Early stages of increased infrastructure spending due to lower natural gas prices from

the shale “revolution”

Synalloy Chemicals –

Overview

One of the largest custom chemical formulators in the U.S. with attractive,

stable margins and longstanding customer relationships

Select Products & Services

Combines state of the art equipment and the most advanced

technology to provide a wide variety of specialty chemicals for

customers across over 20 industries

Full service Chemical Manufacturer with high-

temperature reaction vessels, extensive

blending and mixing vessels, powder blending

capabilities and a variety of methods for

particle size reduction

Business Overview

Manufacturers Chemicals

CRI Tolling

High quality toll manufacturer that provides

outside manufacturing resources including high

viscosity mixing, liquid mixing, dispersions, wet

milling, filtration & purification, liquid mixing,

dispersions, and dry bulk bagging

Dispersions

Additives

Lubricants

Liquid Mixing

125,000 sq. ft. facility

–

Cleveland, TN

135,000 sq. ft. facility

–

Fountain Inn, SC

Drivers of Growth

Represents a small percentage of total sales for the Specialty

Chemicals group, with opportunities to penetrate the market with

existing product lines

Agriculture

Mining

Heavy users of defoamers and dust inhibitors with excellent

potential to grow sales of existing products

Existing

Customers

Sale of existing products to CRI customers

Commercialization of late-stage development phase products at CRI

Oil & Gas

Substantially larger volume requirements than current customers of

the Specialty Chemicals group with higher gross margins

Product

Development

Consolidated Historical Financial Performance

$151.1

$170.6

$197.7

$217.5

$50

$100

$150

$200

$250

2010

2011

2012

LTM

6/29/2013

Revenue

Gross

Profit

(1)

Net Income

Adjusted

EBITDA

(1)

$4.0

$5.8

$4.2

$5.2

2010

2011

2012

LTM

6/29/2013

Note: Dollars in millions.

(1)

Adjusted for non-cash items and for inventory gains/losses attributable to

movement

nickel

prices;

Adjusted

EBITDA

non-GAAP

metric

–

see

Appendix

for

reconciliation

tables.

5.2%

7.7%

8.1%

8.2%

Adj. EBITDA

Margin

9.8%

13.3%

13.4%

13.6%

Gross Profit

Margin

$14.9

$26.6

$12

$18

$24

$30

2010

2011

2012

LTM

6/29/2013

$7.8

$13.1

$16.0

$17.9

$10

$15

$20

2010

2011

2012

LTM

6/29/2013

Pro Forma Capitalization

(1)

Assumes the issuance of 1,500,000 shares of common stock at recent price of $16.02 per

share, the receipt of $22.4MM of net proceeds, and the use of $3.5 million to purchase new

equipment for the CRI Facility, $2.0 million to purchase new equipment for the our fabrication

facilities, and remaining amounts to pay down our line of credit.

June 29, 2013

Adjustments for

As Adjusted for

As Adjusted for CRI

($ in 000s)

Actual

CRI Acquisition

Acquisition and Offering

(1)

Cash and cash equivalents

$143

Long term debt, including current portion:

Line of credit

$23,399

$869

$24,268

$7,335

Term loan

20,625

Mortgage and equipment loan

4,033

Total long term debt

44,024

4,902

48,926

31,993

Shareholder's Equity:

Common stock, $1.00 par value;

12,000,000 shares authorized; 8,000,000

shares issued and 6,382,800 shares

outstanding (actual) and 9,500,000 shares

issued and 7,882,800 shares outstanding

(as adjusted)

8,000

9,500

Capital in excess of par value

1,545

22,478

Retained earnings

80,215

Cost of common stock in treasury

(1,617,200 shares)

(14,241)

Total Shareholder's Equity

75,519

97,952

Total Capitalization

$119,543

$4,902

$124,445

$129,945

Investment Highlights

Fabrication business in the early stages of a major turnaround with backlog up 225% since

the beginning of 2013

Poised

for

improved

pipe

manufacturing

pricing

and

profitability

following

favorable

anti-dumping ruling

Recently

acquired

production

capacity

the

Specialty

Chemicals

segment

New

Metals

segment

manufacturing

initiatives

providing

increased

throughput

and

efficiencies

Proven

M&A Capability

Disciplined M&A Strategy –

experienced at the Management and Board levels

Palmer of Texas acquired in August 2012 at approximately 5.5X trailing EBITDA, performing

in line with expectations and contributing to increasing margins

CRI acquired in August 2013, adding much needed capacity at a significant discount to

replacement value and accretive in first year

Advantageous

Macro Environment

Shale “revolution”

resulting in low natural gas prices and setting the stage for increased

infrastructure spending for the foreseeable future

Already serving the growing domestic energy market, and focused on additional

opportunities

Repositioned

for Growth

Recent expansion of sales and marketing has lead to successful penetration of new end

markets with strong growth characteristics

The shift in sales has not only provided the foundation for strong revenue growth, it will

generate the opportunity to fuel margin expansion

Growing list of blue chip customers across both segments

Conditions

Ripe to Excel