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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-185064

Prospectus Supplement

(to Prospectus dated January 7, 2013)

2,000,000 Shares

SYNALLOY CORPORATION

Common Stock

Synalloy Corporation is offering 2,000,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus.

Our common stock is listed on the NASDAQ Global Market under the symbol “SYNL.” The last reported sale price of our common stock on the NASDAQ Global Market on September 24, 2013 was $15.82 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-19 of this prospectus supplement and in the corresponding sections of the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters may also purchase up to an additional 300,000 shares of our common stock, at the public offering price less the underwriting discount, within 30 days of the date of this prospectus supplement to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discount payable by us will be $1,992,375 and total proceeds to us before expenses will be $34,232,625.

The underwriters expect to deliver the common stock in book-entry form only, through the facilities of The Depository Trust Company against payment on or about September 30, 2013.

Joint Book-Running Managers

Prospectus Supplement dated September 24, 2013

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ABOUT THIS PROSPECTUS SUPPLEMENT

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus. We have not, and the underwriters have not, authorized anyone to provide you with any other or different information. If anyone provides you with information that is different from, or inconsistent with, the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus, you should not rely on it. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or any related free writing prospectus is accurate as of any date other than the date on the front cover of those documents, or that the information incorporated by reference herein or therein is accurate as of any date other than the date of the relevant report or other document in which such information is contained. Our business, financial condition, results of operations and prospects may have changed since such dates.

This prospectus supplement is a supplement to the accompanying prospectus that is also a part of this document. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process, which registration statement was declared effective on January 7, 2013 (File No. 333-185064). Under the shelf registration statement, we may offer and sell shares of our common stock or other securities described in the accompanying prospectus in one or more offerings. In this prospectus supplement, we provide you with specific information about the terms of this offering. Both this prospectus supplement and the accompanying prospectus include important information about us, our common stock and other information you should know before investing in our common stock. This prospectus supplement may also add, update and change information contained in the accompanying prospectus. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein also include important information about us and other information you should know before investing. To the extent that any statement that we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus, the statements made in the accompanying prospectus are deemed modified or superseded by the statements made in this prospectus supplement and you should rely on such modified or superseded statements. You should read this prospectus supplement, the accompanying prospectus and any free writing prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” in this prospectus supplement and the accompanying prospectus before investing in our common stock.

We are offering to sell, and are seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the shares in certain jurisdictions or to certain persons within such jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the shares and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

The industry and market data and other statistical information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated herein or therein are based on management’s own estimates, independent publications, government publications, reports by market research firms or other published independent sources and, in each case, are believed by management to be reasonable estimates. Although we believe these resources to be reliable, neither we nor the underwriters have independently verified the information.

Unless the context requires otherwise, in this prospectus supplement we use the terms “we,” “us,” “our,” “Synalloy” and the “company” to refer to Synalloy Corporation and its subsidiaries.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We make certain forward-looking statements in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement that are based upon our current expectations and projections about current events. You should not rely on forward-looking statements in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of these safe harbor provisions. You can identify these statements from our use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “seek,” “continue,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, expected or anticipated revenue, results of operations and business of the company, developments relating to our industries, customers and suppliers and market conditions and regulatory developments that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to: adverse economic conditions and the impact on us and our suppliers and customers; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw materials availability; employee relations; ability to maintain workforce by hiring trained employees; customer delays or difficulties in the production of products; new fracking regulations; a prolonged decrease or fluctuations in nickel or oil prices; unforeseen delays in completing the integration of Palmer and CRI or planned capital improvements; risks associated with mergers, acquisitions, dispositions and other expansion activities; financial stability of our customers; environmental issues; unavailability of debt financing on acceptable terms and exposure to increased market interest rate risk; inability to comply with covenants and ratios required by our debt financing arrangements; and loss of consumer or investor confidence.

You should also consider carefully the statements under “Risk Factors” and other sections of this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference, which address additional facts that could cause our actual results to differ from those set forth in the forward-looking statements. We caution investors not to place significant reliance on the forward-looking statements contained in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference.

Because of these and other uncertainties, our actual future results, performance or achievements, or industry results, may be materially different from the results contemplated by these forward-looking statements. In addition, our past results of operations do not necessarily indicate our future results. Our forward-looking statements speak only as of the date they were made. We do not intend to update these forward-looking statements, even though our situation may change in the future, unless we are obligated to do so under the federal securities laws. We qualify all of our forward-looking statements by these cautionary statements.

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RISK FACTORS

An investment in our common stock involves certain risks. This prospectus supplement and the accompanying prospectus do not describe all of those risks. Additional risks we are not presently aware of or that we currently believe are immaterial may also impair our business operations. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Before investing in any shares of our common stock, you should carefully consider the following risk factors, in addition to the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. There may be other risks that a prospective investor should consider that are relevant to such investor’s own particular circumstances or generally.

Risks Related to Our Business

The cyclical nature of the industries in which our customers operate causes demand for our products to be cyclical, creating uncertainty regarding future profitability.

Various changes in general economic conditions affect the industries in which our customers operate. These changes include decreases in the rate of consumption or use of our customers’ products due to economic downturns. Other factors causing fluctuation in our customers’ positions are changes in market demand, capital spending, lower overall pricing due to domestic and international overcapacity, lower priced imports, currency fluctuations, and increases in use or decreases in prices of substitute materials. As a result of these factors, our profitability has been and may in the future be subject to significant fluctuation.

Domestic competition could force lower product pricing and may have an adverse effect on our revenues and profitability.

From time-to-time, intense competition and excess manufacturing capacity in the commodity stainless steel industry have resulted in reduced selling prices, excluding raw material surcharges, for many of our stainless steel products sold by Synalloy Metals. In order to maintain market share, we would have to lower our prices to match the competition. These factors have had and may have an adverse impact on our revenues, operating results and financial condition and may continue to do so in the future.

Our business, financial condition and results of operations could be adversely affected by an increased level of imported products.

Our business is susceptible to the import of products from other countries, particularly steel products. Import levels of various products are affected by, among other things, overall world-wide demand, lower cost of production in other countries, the trade practices of foreign governments, government subsidies to foreign producers and governmentally imposed trade restrictions in the United States. Although imports from certain countries have been curtailed by anti-dumping duties, imported products from other countries at significantly reduced prices have increased in the past seven months. Our average selling prices for commodity pipe of Synalloy Metals decreased by 7% and 15% for the year ended December 29, 2012 and six months ended June 29, 2013, respectively, compared to the respective prior comparable period, reducing our profitability in these periods. Increased imports of certain products, whether illegal dumping or legal imports, could reduce demand for our products in the future and adversely affect our business, financial position, results of operations or cash flows.

Raw material costs relating to Synalloy Metals are subject to volatility, and we may be unable to raise the price of our products to cover all or part of the increased cost of raw materials, which would have an adverse effect on our results of operation and profitability.

Rapid increases in raw material costs may adversely affect our results of operations, mainly for our fabrication and steel tank operations as the entire production and sales model for these operations is based upon producing to order. During the bidding process for our fabrication business, we provide a quote on the project

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based upon current market prices for stainless and carbon steel plate, pipe and fittings. Although we are able to mitigate some of the adverse impact of rising raw material costs, such as passing through surcharges to customers, rapid changes in raw material costs during the period of time from when we bid on the project to when the materials were ordered would reduce our profitability on that project.

Although there historically has been ample availability of raw materials, there continues to be a significant consolidation of stainless steel suppliers throughout the world, which could have an impact on the cost and availability of stainless steel in the future. The ability to implement price increases is dependent on market conditions, economic factors, raw material costs, including surcharges on stainless steel, availability of raw materials, competitive factors, operating costs and other factors, most of which are beyond our control. To the extent that we have quoted prices to customers and accepted customer orders for products prior to purchasing necessary raw materials, or have existing contracts, we may be unable to raise the price of products to cover all or a portion of the increased cost of the raw materials.

Synalloy Specialty Chemicals uses significant quantities of a variety of specialty and commodity chemicals in its manufacturing processes, which are subject to price and availability fluctuations that may have an adverse impact our financial performance.

The raw materials we use are generally available from numerous independent suppliers. However, some of our raw material needs are met by a sole supplier or only a few suppliers. If any supplier that we rely on for raw materials ceases or limits production, we may incur significant additional costs, including capital costs, in order to find alternate, reliable raw material suppliers. We may also experience significant production delays while locating new supply sources, which could result in our failure to timely deliver products to our customers. Purchase prices and availability of these critical raw materials are subject to volatility. Some of the raw materials used by Synalloy Specialty Chemicals are derived from petrochemical-based feedstock, such as crude oil and natural gas, which have been subject to historical periods of rapid and significant movements in price. These fluctuations in price could be aggravated by factors beyond our control such as political instability, and supply and demand factors, including Organization of the Petroleum Exporting Countries (OPEC) production quotas and increased global demand for petroleum-based products. At any given time we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms acceptable, or at all. If suppliers increase the price of critical raw materials, we may not have alternative sources of supply. We selectively pass changes in the prices of raw materials to our customers from time-to-time. However, we cannot always do so, and any limitation on our ability to pass through any price increases could have an adverse effect on our financial performance. Any significant variations in the cost and availability of our specialty and commodity materials may negatively affect our business, financial condition or results of operations, specifically for Synalloy Specialty Chemicals.

We rely on a small number of suppliers for our raw materials and any interruption in our supply chain could affect our operations.

In order to foster stronger business relationships, Synalloy Metals uses only a few raw material suppliers. During the six months ended June 29, 2013, six suppliers furnished approximately 73% of our total dollar purchases of raw materials, with two suppliers providing 23% and 20%, respectively. During the year ended December 29, 2012, four suppliers furnished approximately 79% of our total dollar purchases of raw materials, with two suppliers providing 34% and 30%, respectively. However, these raw materials are available from a number of sources, and the company anticipates no difficulties in fulfilling its raw materials requirements for Synalloy Metals. Raw materials used by Synalloy Specialty Chemicals are generally available from numerous independent suppliers and approximately 52% and 50% of total purchases were made from our top eight suppliers during the year ended December 29, 2012 and six months ended June 29, 2013, respectively. Although some raw material needs are met by a single supplier or only a few suppliers, the company anticipates no difficulties in fulfilling its raw material requirements for Synalloy Specialty Chemicals. While the company believes that raw materials for both segments are readily available from numerous sources, the loss of one or

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more key suppliers in either segment, or any other material change in our current supply channels, could have an adverse effect on the company’s ability to meet the demand for its products, which could impact our operations, revenues and financial results.

A substantial portion of our overall sales is dependent upon a limited number of customers, and the loss of one or more of such customers would have a material adverse effect on our business, results of operation and profitability.

The products of Synalloy Specialty Chemicals are sold to various industries nationwide. However, that segment has one domestic customer that accounted for approximately 34% of the segment’s revenues in the first six months of 2013, 28% in 2012 and 24% in each of 2011 and 2010, respectively. This customer is a large global company, and its purchases are derived from several different business units that operate independently of each other. Even so, the loss of this customer would have a material adverse effect on the revenues of Synalloy Specialty Chemicals and the company.

Synalloy Metals has one domestic customer that accounted for approximately 11% of the segment’s revenues in the first six months of 2013. A different domestic customer accounted for 10% and 11% of the segment’s revenues in 2011 and 2010, respectively. No customer accounted for more than 10% of the segment’s revenues for 2012. The loss of these customers’ revenues would have a material adverse effect on both Synalloy Metals and the company. Palmer, which is a part of Synalloy Metals, sells much of its products to the oil and gas industry. Any change in this industry, or any change in this industry’s demand for Palmer’s products would have a material adverse effect on the profits of Synalloy Metals and the company.

Our operating results are sensitive to the availability and cost of energy and freight, which are important in the manufacture and transport of our products.

Our operating costs increase when energy or freight costs rise. During periods of increasing energy and freight costs, we might not be able to fully recover our operating cost increases through price increases without reducing demand for our products. In addition, we are dependent on third party freight carriers to transport many of our products, all of which are dependent on fuel to transport our products. The prices for and availability of electricity, natural gas, oil, diesel fuel and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Disruptions in the supply of energy resources could temporarily impair the ability to manufacture products for customers and may result in the decline of freight carrier capacity in our geographic markets, or make freight carriers unavailable. Further, increases in energy or freight costs that cannot be passed on to customers, or changes in costs relative to energy and freight costs paid by competitors, has adversely affected, and may continue to adversely affect, our profitability.

Oil prices are extremely volatile. A substantial or extended decline in the price of oil could adversely affect our financial condition and results of operations.

Prices for oil can fluctuate widely. Our Palmer unit’s revenues are highly dependent on our customers adding oil well drilling and pumping locations. Should oil prices decline such that drilling becomes unprofitable for our customers, such customers will likely cap many of their current wells and cease or curtail expansion. This will decrease the demand for our tanks and adversely affect the results of our operations.

Significant changes in nickel prices could have an impact on the sales by Synalloy Metals.

Synalloy Metals uses nickel in a number of its products. Nickel prices are currently at a relatively low level, which reduces our manufacturing costs for certain products. When nickel prices increase, many of our customers increase their orders in an attempt to avoid future price increases, resulting in increased sales for Synalloy Metals. Conversely, when nickel prices decrease, many of our customers wait to place orders in an attempt to

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take advantage of subsequent price decreases, resulting in reduced sales for Synalloy Metals. On average, Synalloy Metals turns its inventory of commodity pipe every four months, but the nickel surcharge on sales of commodity pipe is established on a weekly basis. The difference, if any, between the price of nickel on the date of purchase of the raw material and the price, as established by the surcharge, on the date of sale has the potential to create an inventory profit or loss. If the price of nickel steadily increases over time, as it did from 2005 to 2007, Synalloy Metals is the beneficiary of the increase in nickel price in the form of inventory gains. Conversely, if the price of nickel steadily decreases over time, as it has from 2009 to 2013, Synalloy Metals suffers inventory losses. As a result of decreasing nickel prices, we incurred inventory losses of $4,645,000 and $1,389,000 for the year ended December 29, 2012 and six months ended June 29, 2013, respectively. Nickel prices were essentially flat from June 30, 2013 to August 31, 2013. We will incur additional inventory losses in the future if nickel prices decrease. Any material changes in the cost of nickel could impact our sales and result in fluctuations in the profits for Synalloy Metals.

We encounter significant competition in all areas of our businesses and may be unable to compete effectively, which could result in reduced profitability and loss of market share.

We actively compete with companies producing the same or similar products and, in some instances, with companies producing different products designed for the same uses. We encounter competition from both domestic and foreign sources in price, delivery, service, performance, product innovation and product recognition and quality, depending on the product involved. For some of our products, our competitors are larger and have greater financial resources than we do. As a result, these competitors may be better able to withstand a change in conditions within the industries in which we operate, a change in the prices of raw materials or a change in the economy as a whole. Our competitors can be expected to continue to develop and introduce new and enhanced products and more efficient production capabilities, which could cause a decline in market acceptance of our products. Current and future consolidation among our competitors and customers also may cause a loss of market share as well as put downward pressure on pricing. Our competitors could cause a reduction in the prices for some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers. If we cannot compete successfully, our business, financial condition and profitability could be adversely affected.

Our lengthy sales cycle for Synalloy Specialty Chemicals makes it difficult to predict quarterly revenue levels and operating results.

Purchasing the products of Synalloy Specialty Chemicals is a major commitment on the part of our customers. Before a potential customer determines to purchase products from Synalloy Specialty Chemicals, the company must produce test product material so that the potential customer is satisfied that we can manufacture a product to their specifications. The production of such test materials is a time-consuming process. Accordingly, the sales process for products in Synalloy Specialty Chemicals is a lengthy process that requires a considerable investment of time and resources on our part. As a result, the timing of our revenues is difficult to predict, and the delay of an order could cause our quarterly revenues to fall below our expectations and those of the public market analysts and investors.

A significant portion of our sales results from competitive bidding, which is a long and unpredictable process.

In both of our business segments, many of our sales efforts are based on competitive bidding situations with existing and potential customers in which we must fix a price early in the process. This is often a slow and lengthy process that requires us to spend considerable time and resources. Moreover, it is an unpredictable process and we are not always successful in our bidding. The unpredictability of the competitive bidding process makes it difficult to predict our quarterly revenues with any degree of certainty. In the event we do not accurately predict our costs on a project, we will not realize our profit expectations and may in fact incur a loss on that particular project. Many factors which are out of our control may adversely affect our profit on a project.

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Our operations expose us to the risk of material environmental, health and safety liabilities and obligations, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We are subject to numerous federal, state and local environmental protection and health and safety laws governing, among other things:

Under certain environmental laws, we can be held strictly liable for hazardous substance contamination of any real property we have ever owned, operated or used as a disposal site. We are also required to maintain various environmental permits and licenses, many of which require periodic modification and renewal. Our operations entail the risk of violations of those laws and regulations, and we cannot assure you that we have been or will be at all times in compliance with all of these requirements. In addition, these requirements and their enforcement may become more stringent in the future.

We have incurred, and expect to continue to incur, additional capital expenditures in addition to ordinary course costs to comply with applicable environmental laws, such as those governing air emissions and wastewater discharges. Our failure to comply with applicable environmental laws and permit requirements could result in civil and/or criminal fines or penalties, enforcement actions, and regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures such as the installation of pollution control equipment, which could have a material adverse effect on our financial condition, results of operations or cash flows.

We are currently, and may in the future be, required to investigate, remediate or otherwise address contamination at our current or former facilities. Many of our current and former facilities have a history of industrial usage for which additional investigation, remediation or other obligations could arise in the future and that could materially adversely affect our business, financial condition, results of operations or cash flows. In addition, we are currently and, could in the future be, responsible for costs to address contamination identified at any real property we used as a disposal site.

Although we cannot predict the ultimate cost of compliance with any of the requirements described above, the costs could be material. Non-compliance could subject us to material liabilities, such as government fines, third-party lawsuits or the suspension of non-compliant operations. We also may be required to make significant site or operational modifications at substantial cost. Future developments also could restrict or eliminate the use of or require us to make modifications to our products, which could have a significant negative impact on our results of operations and cash flows. At any given time, we are involved in claims, litigation, administrative proceedings and investigations of various types involving potential environmental liabilities, including cleanup costs associated with hazardous waste disposal sites at our facilities. We cannot assure you that the resolution of these environmental matters will not have a material adverse effect on our results of operations or cash flows. The ultimate costs and timing of environmental liabilities are difficult to predict. Liability under environmental laws relating to contaminated sites can be imposed retroactively and on a joint and several basis. We could incur significant costs, including cleanup costs, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities under, environmental laws.

We could be subject to third party claims for property damage, personal injury, nuisance or otherwise as a result of violations of, or liabilities under, environmental, health or safety laws on in connection with releases of hazardous or other materials at any current or former facility. We could also be subject to environmental indemnification claims in connection with assets and businesses that we have acquired or divested.

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There can be no assurance that any costs relating to future capital and operating expenditures to maintain compliance with environmental laws, as well as costs to address contamination or environmental claims, will not exceed any current estimates or adversely affect our financial condition and results of operations. In addition, any unanticipated liabilities or obligations arising, for example, out of discovery of previously unknown conditions or changes in laws or regulations, could have an adverse effect on our business, financial condition, results of operations or cash flows.

We are dependent upon the continued operation of our production facilities, which are subject to a number of hazards.

In both of our business segments, but especially in Synalloy Specialty Chemicals, our production facilities are subject to hazards associated with the manufacture, handling, storage and transportation of chemical materials and products, including leaks and ruptures, explosions, fires, inclement weather and natural disasters, unscheduled downtime and environmental hazards which could result in liability for workplace injuries and fatalities. In addition, some of our production capabilities are highly specialized, which limits our ability to shift production to another facility in the event of an incident at a particular facility. If a production facility, or a critical portion of a production facility, were temporarily shut down, we likely would incur higher costs for alternate sources of supply for our products. We cannot assure you that we will not experience these types of incidents in the future or that these incidents will not result in production delays, failure to timely fulfill customer orders or otherwise have a material adverse effect on our business, financial condition or results of operations.

Certain of our employees in Synalloy Metals are covered by collective bargaining agreements, and the failure to renew these agreements could result in labor disruptions and increased labor costs.

As of June 29, 2013, we had 247 employees represented by unions at our Bristol, Tennessee facility, which is 41% of the aggregate number of company employees. These employees are represented by two local unions affiliated with the American Federation of Labor and Congress of Industrial Organizations (the “AFL-CIO”) and one local union affiliated with the International Brotherhood of Teamsters (the “Teamsters Union”). The collective bargaining contracts for these unions will expire in January 2015, February 2014 and March 2015, respectively. Although we believe that our present labor relations are satisfactory, our failure to renew these agreements on reasonable terms as the current agreements expire could result in labor disruptions and increased labor costs, which could adversely affect our financial performance.

Our current capital structure includes indebtedness, which is secured by all or substantially all of our assets and which contains restrictive covenants that may prevent us from obtaining adequate working capital, making acquisitions or capital improvements.

Our existing credit facilities contain restrictive covenants that limit our ability to, among other things, borrow money or guarantee the debts of others, use assets as security in other transactions, make investments or other restricted payments or distributions, change our business or enter into new lines of business, and sell or acquire assets or merge with or into other companies. In addition, our credit facilities require us to meet financial ratios which could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities. Our ability to comply with the covenants and other terms of our credit facilities will depend on our future operating performance. If we fail to comply with such covenants and terms, we will be in default and the maturity of any then outstanding related debt could be accelerated and become immediately due and payable. In addition, in the event of such a default, our lender may refuse to advance additional funds, demand immediate repayment of our outstanding indebtedness, and elect to foreclose on our assets that secure the credit facilities.

There were no events of default under the covenants of our credit facilities at June 29, 2013. Although we believe we will remain in compliance with these covenants in the foreseeable future and that our relationship with our lender is good, there is no assurance our lender would consent to an amendment or waiver in the event

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of noncompliance; or that such consent would not be conditioned upon the receipt of a cash payment, revised principal payout terms, increased interest rates or restrictions in the expansion of the credit facilities for the foreseeable future, or that our lender would not exercise rights that would be available to them, including, among other things, demanding payment of outstanding borrowings. In addition, our ability to obtain additional capital or alternative borrowing arrangements at reasonable rates may be adversely affected. All or any of these adverse events would further limit our flexibility in planning for, or reacting to, downturns in our business.

We may need new or additional financing in the future to expand our business or refinance existing indebtedness, and our inability to obtain capital on satisfactory terms or at all may have an adverse impact on our operations and our financial results.

If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing credit facilities. Our ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond our control. We may not be able to obtain new or additional financing because we may have substantial debt or because we may not have sufficient cash flow to service or repay our existing or future debt. In addition, depending on market conditions and our financial performance, equity financing may not be available on satisfactory terms or at all. If we are unable to access capital on satisfactory terms and conditions, this could have an adverse impact on our operations and our financial results.

Our existing property and liability insurance coverages contain exclusions and limitations on coverage.

We have maintained various forms of insurance, including insurance covering claims related to our properties and risks associated with our operations. From time-to-time, in connection with renewals of insurance, we have experienced additional exclusions and limitations on coverage, larger self-insured retentions and deductibles and higher premiums, primarily from the operations of Synalloy Specialty Chemicals. As a result, our existing coverage may not be sufficient to cover any losses we may incur and in the future our insurance coverage may not cover claims to the extent that it has in the past and the costs that we incur to procure insurance may increase significantly, either of which could have an adverse effect on our results of operations or cash flows.

We may not be able to make the operational and product changes necessary to continue to be an effective competitor.

We must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be an effective competitor in our business markets. In addition, we must anticipate and respond to changes in industry standards that affect our products and the needs of our customers. We also must continue to make improvements in our productivity in order to maintain our competitive position. When we invest in new technologies, processes or production capabilities, we face risks related to construction delays, cost over-runs and unanticipated technical difficulties.

The success of any new or enhanced products will depend on a number of factors, such as technological innovations, increased manufacturing and material costs, customer acceptance, and the performance and quality of the new or enhanced products. As we introduce new products or refine existing products, we cannot predict the level of market acceptance or the amount of market share these new or enhanced products may achieve. Moreover, we may experience delays in the introduction of new or enhanced products. Any manufacturing delays or problems with new or enhanced product launches will adversely affect our operating results. In addition, the introduction of new products could result in a decrease in revenues from existing products. And, we may need more capital for product development and enhancement than is available to us, which could adversely affect our business, financial condition or results of operations. We sell our products in industries that are affected by technological changes, new product introductions and changing industry standards. If we do not respond by developing new products or enhancing existing products on a timely basis, our products will become obsolete over time and our revenues, cash flow, profitability and competitive position will suffer.

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In addition, if we fail to accurately predict future customer needs and preferences, we may invest heavily in the development of new or enhanced products that do not result in significant sales and revenue. Even if we successfully innovate in the development of new and enhanced products, we may incur substantial costs in doing so, and our profitability may suffer. Our products must be kept current to meet the needs of our customers. To remain competitive, we must develop new and innovative products on an on-going basis. If we fail to make innovations, or the market does not accept our new or enhanced products, our sales and results could suffer.

Our inability to anticipate and respond to changes in industry standards and the needs of our customers, or to utilize changing technologies in responding to those changes, could have a material adverse effect on our business and our results of operations.

Our strategy of using acquisitions and dispositions to position our businesses may not always be successful, which may have a material adverse impact on our financial results and profitability.

We have historically utilized acquisitions and dispositions in an effort to strategically position our businesses and improve our ability to compete. We plan to continue to do this by seeking specialty niches, acquiring businesses complementary to existing strengths and continually evaluating the performance and strategic fit of our existing business units. We consider acquisition, joint ventures and other business combination opportunities as well as possible business unit dispositions. From time-to-time, management holds discussions with management of other companies to explore such opportunities. As a result, the relative makeup of the businesses comprising our company is subject to change. Acquisitions, joint ventures and other business combinations involve various inherent risks, such as: assessing accurately the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates; the potential loss of key personnel of an acquired business; significant transaction costs that were not identified during due diligence; our ability to achieve identified financial and operating synergies anticipated to result from an acquisition or other transaction; and unanticipated changes in business and economic conditions affecting an acquisition or other transaction. If acquisition opportunities are not available or if one or more acquisitions are not successfully integrated into our operations, this could have a material adverse impact on our financial results and profitability.

The loss of key members of our management team, or difficulty attracting and retaining experienced technical personnel, could reduce our competitiveness and have an adverse effect on our business and results of operations.

The successful implementation of our strategies and handling of other issues integral to our future success will depend, in part, on our experienced management team. The loss of key members of our management team could have an adverse effect on our business. Although, we have entered into an employment agreement with Craig C. Bram, our President and Chief Executive Officer, Mr. Bram may resign from the company at any time and seek employment elsewhere, subject to certain non-competition restrictions for a one-year period. Additionally, if we cannot retain our technical personnel or attract additional experienced technical personnel, our ability to compete could be harmed.

Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing, as well as governmental reviews of such activities could result in delays or eliminate new wells from being started, thus reducing the demand for our fiberglass and steel storage tanks.

Hydraulic fracturing (“fracking”) is currently an essential and common practice to extract oil from dense subsurface rock formations and this lower cost extraction method is a significant driving force behind the recent surge of oil exploration and drilling in several locations in the United States. However, the Environmental Protection Agency, U.S. Congress and state legislatures have considered adopting legislation to provide additional regulations and disclosures surrounding this process. In the event that new legal restrictions surrounding the fracking process are adopted in the areas in which our customers operate, we may see a dramatic decrease in Palmer’s profitability which could have an adverse impact on our financial results.

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Our results of operations could be adversely affected by goodwill impairments.

As a result of our acquisitions, we had approximately $18.3 million of goodwill on our balance sheet as of August 31, 2013. Goodwill must be tested at least annually for impairment, and more frequently when circumstances indicate likely impairment. Goodwill is considered impaired to the extent that its carrying amount exceeds its implied fair value. An impairment of goodwill could have a substantial negative effect on our profitability.

Our allowance for doubtful accounts may not be adequate to cover actual losses.

An allowance for doubtful accounts in maintained for estimated losses resulting from the inability of our customers to make required payments and for disputed claims and quality issues. This allowance may not be adequate to cover actual losses, and future provisions for losses could materially and adversely affect our operating results. The allowance for doubtful accounts is based on prior experience, as well as an evaluation of the outstanding receivables and existing economic conditions. The amount of future losses is susceptible to changes in economic, operating and other outside forces and conditions, all of which are beyond our control, and these losses may exceed current estimates. Although management believes that the allowance for doubtful accounts is adequate to cover current estimated losses, we cannot make assurances that we will not further increase the allowance for doubtful accounts. A significant increase in the allowance for doubtful accounts could adversely affect our earnings.

We depend on third parties to distribute certain of our products and because we have no control over such third parties we are subject to adverse changes in such parties’ operations or interruptions of service, each of which may have an adverse effect on our operations.

We use third parties over which we have only limited control to distribute certain of our products. Our dependency on these third party distributors has increased as our business has grown. Because we rely on these third parties to provide these distributions services, any change in our ability to access these third party distribution services could have an adverse impact on our revenues and put us at a competitive disadvantage with our competitors.

Freight costs for products produced in our Palmer operations restrict our area for sales from this facility.

The freight and other distribution costs for products sold from our Palmer facility are extremely high. As a result, the market area for these products is restricted, which limits the geographic market for Palmer’s tanks and the ability to significantly increase revenues derived from sales of products from the Palmer facility.

New regulations related to “conflict minerals” may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the SEC adopted new requirements for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements will require companies to conduct due diligence and disclose whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. Tungsten, tantalum and tin are designated as conflict minerals under the Dodd-Frank Act. These metals are used to varying degrees in our welding materials and are also present in specialty alloy products. The implementation of these new requirements could adversely affect the sourcing, availability and pricing of minerals used in our products. In addition, we could incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the due diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who could require that all of the components of our products are conflict mineral-free.

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Our inability to sufficiently or completely protect our intellectual property rights could adversely affect our business, prospects, financial condition and results of operations.

Our ability to compete effectively in both of our business segments will depend on our ability to maintain the proprietary nature of the intellectual property used in our businesses. These intellectual property rights consist largely of trade-secrets and know-how. We rely on a combination of trade secrets and non-disclosure and other contractual agreements and technical measures to protect our rights in our intellectual property. We also depend upon confidentiality agreements with our officers, directors, employees, consultants and subcontractors, as well as collaborative partners, to maintain the proprietary nature of our intellectual property. These measures may not afford us sufficient or complete protection, and others may independently develop intellectual property similar to ours, otherwise avoid our confidentiality agreements or produce technology that would adversely affect our business, prospects, financial condition and results of operations.

Our internal controls over financial reporting could fail to prevent or detect misstatements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Any failure to maintain effective internal controls or to timely effect any necessary improvement in our internal control and disclosure controls could, among other things, result in losses from fraud or error, harm our reputation or cause investors to lose confidence in our reported financial information, all of which could have a material adverse effect on our financial condition, results of operations and cash flows.

Cyber security risks and cyber incidents could adversely affect our business and disrupt operations.

Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. The result of these incidents could include, but are not limited to, disrupted operations, misstated financial data, liability for stolen assets or information, increased cyber security protection costs, litigation and reputational damage adversely affecting customer or investor confidence.

Risks Related to this Offering and Our Common Stock

Although our common stock is currently traded on the NASDAQ Global Market, it has less liquidity than stocks for larger companies quoted on a national securities exchange.

The trading volume in our common stock on the NASDAQ Global Market has been relatively low when compared with larger companies listed on the NASDAQ Global Market or other stock exchanges. There is no assurance that a more active and liquid trading market for the common stock will exist in the future. Consequently, shareholders may not be able to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares. In addition, we cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. Sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, could cause the price of our common stock to decline, or reduce our ability to raise capital through future sales of common stock.

Market conditions and other factors may affect the market price of our common stock.

The market price and trading volume of our common stock could be subject to significant fluctuations due to a change in sentiment in the market regarding companies within our industry, in general, our operations or business prospects, future acquisitions to which we are a party, this offering or future sales of our securities. The

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market price of our common stock may fluctuate as a result of a variety of additional factors, many of which are beyond our control, including:

Accordingly, the shares of our common stock that an investor purchases, whether in this offering or in the secondary market, may trade at a price lower than that at which they were purchased.

There may be future sales of our common stock, which could adversely affect the market price of our common stock and dilute a shareholders’ ownership of common stock.

The exercise of the underwriters’ over-allotment option, the exercise of any options granted to executive officers and other employees under our equity compensation plans and other issuances of our common stock could have an adverse effect on the market price of the shares of our common stock. We are not restricted from issuing additional shares of common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive shares of common stock. Sales of a substantial number of shares of our common stock in the public market or the perception that such sales might occur could materially adversely affect the market price of the shares of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Accordingly, our shareholders bear the risk that our future offerings will reduce the market price of our common stock and dilute their stock holdings in us.

Our dividend policy may change and our ability to pay dividends is restricted.

Our Board of Directors declared a $0.25 per share cash dividend in each of 2012 and 2011. In 2010, our Board of Directors declared a $0.25 per share cash dividend in December and March. In the future, our dividend policy may be affected by, among other things, business conditions, our financial position, earnings, earnings outlook, capital spending plans and other factors that our Board of Directors considers relevant at that time. Our dividend policy may change from time to time, and we cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. A change in our dividend policy could have a negative effect on the market price of our common stock.

In addition, the loan agreement restricts the payment of dividends pursuant to a minimum tangible net worth covenant. Moreover, under Delaware law, a corporation may pay dividends only out of capital surplus or net profits, and no dividends may be paid if the capital of the corporation has been diminished to an amount less than the aggregate amount represented by the issued and outstanding stock of all classes having a preference upon the distribution of the corporation’s assets. These restrictions have not been an issue for the company in the past, but they could be applicable, and prevent the payment of dividends, if the company suffers losses or a financial setback.

Our management will have broad discretion in allocating all of the proceeds of the offering.

We intend to use the net proceeds from this offering to invest approximately $3.5 million in new equipment for the CRI Facility, invest approximately $2.0 million in new equipment for our fabrication facilities and to pay

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down the senior indebtedness outstanding under our line of credit that we have through the loan agreement. Our management will have discretion to determine the specific uses of those proceeds and future borrowings under the line of credit. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, management may use the net proceeds for corporate purposes that may not increase our profitability or market value.

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $29,492,500, after deducting the underwriting discounts and commissions and our estimated expenses (or approximately $33,957,625 if the underwriters exercise their over-allotment option in full).

We intend to use the net proceeds from this offering to invest approximately $3,500,000 in new equipment for the CRI Facility, invest approximately $2,000,000 in new equipment for our fabrication facilities and to pay down the senior indebtedness outstanding under our line of credit that we have through the loan agreement.

We have a line of credit through the loan agreement with Branch Banking and Trust Company, an affiliate of BB&T Securities, LLC. We will use a portion of the net proceeds from this offering to repay a portion of our outstanding debt under such credit facility. The amount of debt to be repaid is expected to be approximately $23,992,500. The interest rate on the line of credit is currently 2.18%, and is calculated using the One Month LIBOR (as defined in the loan agreement), plus a pre-defined spread, based on the company’s Total Funded Debt to EBITDA ratio (as defined in the loan agreement). The indebtedness will mature on August 21, 2015. A portion of the indebtedness to be repaid was incurred within approximately one year of this offering to fund the purchase price of our acquisition of Palmer. In connection with the CRI acquisition, on August 1, 2013, the loan agreement was modified to provide for a new ten-year term loan in the amount of $4,033,250 that requires equal monthly payments of $23,659 plus interest through August 19, 2018 and $14,521 plus interest through August 19, 2023. The interest rate on the new term loan is LIBOR plus 2%. Accordingly, this offering is being made in compliance with FINRA Rule 5121. See “Management’s Discussion and Analysis of Financial Condition and Operations” and “Underwriting – Conflict of Interest.”

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CAPITALIZATION

The following table sets forth our unaudited consolidated capitalization as of June 29, 2013 on (i) an actual basis, (ii) an as adjusted basis, giving effect to the CRI acquisition and (iii) an as adjusted basis, giving effect to the CRI acquisition and this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. See “Use of Proceeds.”

You should read the following table with the consolidated financial statements and notes which are incorporated by reference in this prospectus supplement and the accompanying prospectus.

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MARKET PRICE OF OUR COMMON STOCK AND DIVIDENDS

Price Range of Common Stock

Our common stock trades on the NASDAQ Global Market under the symbol “SYNL.” As of August 31, 2013, there were 6,382,800 shares of our common stock issued and outstanding held by approximately 643 shareholders of record. The following table shows the high and low sale prices of our common stock during the periods indicated, as well as the dividends declared for such periods. The last reported sales price of our common stock on September 24, 2013 was $15.82.

Dividend Policy

The payment of dividends is within the discretion of our Board of Directors and will depend upon our results of operations, financial condition, capital requirements, business conditions and covenants under any applicable contractual arrangements, including our indebtedness. Moreover, under Delaware law, a corporation may pay dividends only out of capital surplus or net profits, and no dividends may be paid if the capital of the corporation has been diminished to an amount less than the aggregate amount represented by the issued and outstanding stock of all classes having a preference upon the distribution of the corporation’s assets. Holders of our common stock are entitled to share ratably in any dividends declared by our Board of Directors in its discretion out of funds legally available therefor, subject to any preferential dividend rights of any outstanding preferred stock.

We have paid an annual cash dividend on our common stock for the past six years. Our last cash dividend of $0.25 per share was paid on December 10, 2012. Our loan agreement with Branch Banking and Trust Company restricts the payment of dividends if we fail to satisfy a minimum tangible net worth covenant. Any reduction in, or elimination of, our annual common stock dividend could adversely affect the market price of our common stock.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses the company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of the company’s consolidated financial statements.

The company’s consolidated financial statement and the notes to the consolidated financial statements are contained in our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 (the “2012 10-K”) and our Quarterly Report on Form 10-Q for the quarter ended June 29, 2013 (the “June 29 2013 10-Q”), which are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Critical Accounting Policies and Estimates

Allowance for Doubtful Accounts

The company maintained allowances for doubtful accounts of $1,277,000 as of June 29, 2013 and $1,313,000 as of December 29, 2012, for estimated losses resulting from the inability of its customers to make required payments and for disputed claims and quality issues. The allowance is based upon a review of outstanding receivables, historical collection information and existing economic conditions. The company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. Receivables are generally due within 30 to 45 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer.

Inventory Reserves

The company establishes a reserve for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and current market conditions. Based on historical results, the company also maintains an inventory reserve to provide for the amount of estimated inventory quantity loss since the last physical inventory. As of June 29, 2013 and December 29, 2012, the company had $2,811,000 and $2,383,000, respectively, accrued for inventory obsolescence, market and shrink reserves. If actual market conditions are less favorable than those estimated by management, additional inventory reserves may be required.

Environmental Reserves

The company had accrued $659,000 and $640,000 as of June 29, 2013 and December 29, 2012, respectively, in environmental remediation costs which, in management’s best estimate, are sufficient to satisfy anticipated costs of known remediation requirements. Expenditures related to costs currently accrued are not discounted to their present values and are expected to be made over the next three to four years. However, as a result of the evolving nature of the environmental regulations, the difficulty in estimating the extent and necessary remediation of environmental contamination, and the availability and application of technology, the estimated costs for future environmental compliance and remediation are subject to uncertainties and it is not possible to predict the amount or timing of future costs of environmental matters which may subsequently be determined. Changes in information known to management or in applicable regulations may require the company to record additional remediation reserves.

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Impairment of Long-Lived Assets

The company continually reviews the recoverability of the carrying value of long-lived assets. Long-lived assets are reviewed for impairment when events or changes in circumstances, also referred to as “triggering events”, indicate that the carrying value of a long-lived asset or group of assets (the “Assets”) may no longer be recoverable. Triggering events include: a significant decline in the market price of the Assets; a significant adverse change in the operating use or physical condition of the Assets; a significant adverse change in legal factors or in the business climate impacting the Assets’ value, including regulatory issues such as environmental actions; the generation by the Assets of historical cash flow losses combined with projected future cash flow losses; or the expectation that the Assets will be sold or disposed of significantly before the end of the useful life of the Assets. The company concluded that there were no indications of impairment which would require further testing during the six months ended June 29, 2013 and the year ended December 29, 2012.

During a given period, if the company concludes that, based on its review of current facts and circumstances, there are indications of impairment, then testing of the applicable Assets would be performed. The recoverability of the Assets to be held and used is tested by comparing the carrying amount of the Assets at the date of the test to the sum of the estimated future undiscounted cash flows expected to be generated by those Assets over the remaining useful life of the Assets. In estimating the future undiscounted cash flows, the company uses projections of cash flows directly associated with, and which are expected to arise as a direct result of, the use and eventual disposition of the Assets. This approach requires significant judgments including the company’s projected net cash flows, which are derived using the most recent available estimate for the reporting unit containing the Assets tested. Several key assumptions we would use include periods of operation, projections of product pricing, production levels, product costs, market supply and demand, and inflation. If it is determined that the carrying amount of the Assets are not recoverable, an impairment loss would be calculated equal to the excess of the carrying amount of the Assets over their fair value. Assets classified as held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Assets to be disposed of other than by sale are classified as held and used until the Assets are disposed or use has ceased.

Goodwill

As of June 29, 2013, the company had goodwill of $1,355,000 recorded as part of its 1996 acquisition of Manufacturers Soap and Chemical Company, now operating within Synalloy Specialty Chemicals, $1,000,000 recorded as part of its 2009 acquisition of Ram-Fab, Inc. and $15,898,000 recorded as part of its 2012 acquisition of Lee-Var, Inc., both operating within Synalloy Metals. Goodwill, which represents the excess of purchase price over fair value of net assets acquired, is tested for impairment at least on an annual basis. The initial step of the goodwill impairment test involves a comparison of the fair value of the reporting unit in which the goodwill is recorded, with its carrying amount. If the reporting unit’s fair value exceeds its carrying value, no impairment loss is recognized and the second step, which is a calculation of the impairment, is not performed. However, if the reporting unit’s carrying value exceeds its fair value, an impairment charge equal to the difference in the carrying value of the goodwill and the implied fair value of the goodwill is recorded. Implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit as if it had been acquired in a business combination. The excess of the fair value of the reporting unit over the amounts allocated to assets and liabilities is the implied fair value of goodwill.

In making our determination of the fair value of the reporting unit, we rely on the discounted cash flow method. This method uses projections of cash flows from the reporting unit. Our approach requires significant judgments including the company’s projected net cash flows, the weighted average cost of capital (“WACC”) used to discount the cash flows and terminal value assumptions. We derive these assumptions used in the testing from several sources. Many of these assumptions are derived from our internal budgets, which would include existing sales data based on current product lines and assumed production levels, manufacturing costs and product pricing. We believe that our internal forecasts are consistent with those that would be used by a potential buyer in valuing our reporting units.

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The WACC rate is based on an average of the capital structure, cost of capital and inherent business risk profiles of the company. The assumptions used in the valuation are interrelated. The continuing degree of interrelationship of these assumptions is, in and of itself, a significant assumption. Because of the interrelationships among the assumptions, we do not believe it would be meaningful to provide a sensitivity analysis on any of the individual assumptions. However, one key assumption in our valuation model is the WACC. If the WACC, which is used to discount the projected cash flows, were higher, the measure of the fair value of the net assets of the reporting unit would decrease. Conversely, if the WACC were lower, the measure of the fair value of the net assets of the reporting unit would increase. Changes in any of the company’s other estimates could also have a material effect on the estimated future undiscounted cash flows expected to be generated by the reporting unit’s assets.

Based on the company’s last goodwill impairment test, which was done in the fourth quarter of 2012, each reporting unit’s fair value exceeded its carrying value; therefore no further testing was required and no impairment loss was recognized.

Liquidity and Capital Resources

General

During the first six months of 2013, the company’s current assets increased $11,940,000 and current liabilities increased $5,068,000, from the amounts at December 29, 2012, which caused working capital at June 29, 2013 to increase by $6,872,000 to $73,241,000 from the 2012 year end total of $66,369,000. The current ratio as of June 29, 2013, decreased to 3.5:1 from the 2012 year end ratio of 3.7:1.

Palmer Acquisition. On August 21, 2012, the company acquired all of the outstanding stock of Palmer, a leading manufacturer of liquid storage solutions and separation equipment for the petroleum, municipal water, wastewater, chemical and food industries. In recent years, Palmer’s business has been focused on providing fiberglass and steel tanks to the oil industry. Its primary facility in Andrews, Texas is strategically located in the heart of the Permian Basin of West Texas and also serves other liquid rich shale areas including the Anadarko Basin, Eagle Ford Shale and the Barnett Shale. With approximately 130 employees, Palmer generated $36 million in revenues for the trailing twelve months ended July 31, 2012.

The purchase price for the Palmer acquisition was approximately $25,275,000. Pursuant to the stock purchase agreement among Palmer’s former shareholders and the company dated August 10, 2012, the former Palmer shareholders will also have the ability to receive contingent consideration (earn-out) payments ranging from $2,500,000 to $10,500,000 if the business unit achieves targeted levels of Adjusted EBITDA (as defined in the agreement) over a three-year period following closing; and the company will have the ability to claw-back portions of the purchase price over a two-year period following closing if Adjusted EBITDA falls below baseline levels. The company is currently forecasting earn-out payments totaling $8,500,000, which have been discounted to a present value of $8,152,000 using our incremental borrowing rate of 2%. Of this liability, $2,500,000 has been classified as a current liability since the first payment is expected to be made within a year following the acquisition date. The various assumptions and projections used in the earn-out projections were reviewed at June 29, 2013 with no additional adjustments required. The company funded the purchase price through an increase in its existing credit facility and new long-term debt in the amount of $22.5 million. The transaction was immediately accretive to the company’s earnings. The operating results of Palmer are included in Synalloy Metals.

The liability for the projected earn-out payments represent the only fair value asset or liability that is classified as a Level 3 liability, as defined by GAAP. There were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 in the six months period ended June 29, 2013 or for the years ended December 29, 2012 or December 31, 2011. There have also been no changes in the fair value methodologies used by the company. Please see the notes to the consolidated financial statements contained in our 2012 10-K and our June 29 2013 10-Q, which are incorporated by reference into this prospectus supplement, for information on fair value disclosure levels.

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Loan Agreement. On June 30, 2010, the company entered into a loan agreement with Branch Banking and Trust Company to obtain a $20,000,000 line of credit that was to expire on June 30, 2013. This agreement was amended on August 19, 2011 to extend the maturity date by one additional year to June 30, 2014. In connection with the Palmer acquisition, on August 21, 2012, the loan agreement was modified to increase the limit of the credit facility under the loan agreement by $5,000,000 to a maximum of $25,000,000, and extend the maturity date to August 21, 2015. On October 22, 2012, the company modified the loan agreement to increase the limit by an additional $5,000,000 to a maximum of $30,000,000. This increase will be in effect for one year after which the maximum line of credit will revert back to $25,000,000 on October 22, 2013. None of the other provisions of the loan agreement were changed as a result of this modification. Interest on the loan agreement is calculated using the One Month LIBOR (as defined in the loan agreement), plus a pre-defined spread, based on the company’s Total Funded Debt to EBITDA ratio (as defined in the loan agreement). Borrowings under the loan agreement are limited to an amount equal to a borrowing base calculation that includes eligible accounts receivable, inventories and other non-capital assets.

The loan agreement modification on August 21, 2012 also provided for a ten-year term loan in the amount of $22,500,000 that requires equal monthly payments of $187,500 plus interest. In conjunction with the new term loan, to mitigate the variability of the interest rate risk, the company entered into an interest rate swap contract (the “interest rate swap”) on August 21, 2012 with Branch Banking and Trust Company. The interest rate swap is for an initial notional amount of $22,500,000 with a fixed interest rate of 3.74%, and runs for 10 years, expiring on August 21, 2022, which equates to the date of the term loan. The notional amount of the interest rate swap decreases as monthly principal payments are made. Although the swap is expected to effectively offset variable interest on the borrowings, hedge accounting will not be utilized. Therefore, changes in the fair value of the interest rate swap are being recorded in current assets or liabilities, as appropriate, with corresponding offsetting entries to other income (expense).

Pursuant to the loan agreement, the company pledged all of its tangible and intangible properties, including the acquired assets of Palmer. Covenants under the loan agreement include maintaining a certain Total Funded Debt to EBITDA ratio (as defined in the loan agreement), a minimum tangible net worth and total liabilities to tangible net worth ratio. The company is also limited to a maximum amount of capital expenditures per year, which is in line with the company’s currently projected needs. At June 29, 2013, the company was in compliance with all debt covenants.

In connection with the CRI acquisition, on August 1, 2013, the loan agreement was modified to provide for a new ten-year term loan in the amount of $4,033,250 that requires equal monthly payments of $23,659 plus interest through August 19, 2018 and $14,521 plus interest through August 19, 2023. The interest rate on the new term loan is LIBOR plus 2%. To mitigate the variability of the interest rate risk, the company has entered into an interest swap contract with Branch Banking and Trust Company for the life of the new term loan. In connection with the new loan, the company pledged the CRI Facility and all of the assets of CRI in favor of Branch Banking and Trust Company. As a result, all of the company’s tangible and intangible properties continue to be pledged to Branch Banking and Trust Company under the loan agreement.

Comparison of the Six Months Ended June 29, 2013 to Six Months Ended June 30, 2012

The company’s cash balance decreased $942,000 during the six months ended June 29, 2013 from $1,085,000 at the end of 2012 to $143,000 as of June 29, 2013. As a result of the company’s sales increasing 6% during the second quarter of 2013 compared to the fourth quarter 2012, with the majority of the second quarter sales occurring in June 2013, net accounts receivable resulted in a use of cash since it increased at June 29, 2013 by $5,203,000 from the 2012 year end. Net inventories increased $6,943,000 as of the end of the second quarter 2013 compared to the balance at December 29, 2012 in support of the Bechtel Corporation nuclear project and projected sales increases for both segments. The company generated cash during the first six months of 2013 as accounts payable increased $6,946,000 as of the end of the second quarter of 2013. Accrued expenses decreased or used $1,876,000 of cash as the 2012 management incentive bonuses were paid in February 2013 and some of the cash deposits received from our customers were utilized to offset their product shipments during the first six

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months of 2013. Capital expenditures for the first six months of 2013 were $3,062,000. These items contributed to the company borrowing $4,157,000, net, during the first six months of 2013, resulting in $44,024,000 of bank debt outstanding as of June 29, 2013.

Comparison of FY 2012 to FY 2011

Cash flows provided by operating activities during the fiscal year ended December 29, 2012 (“FY 2012”) totaled $1,635,000 and cash flows used in operating activities in the fiscal year ended December 31, 2011 (“FY 2011”) totaled $3,858,000, an improvement in cash flows of $5,493,000. Cash flows in 2012 were generated from net income totaling $7,634,000 before depreciation and amortization expense of $3,399,000. Since the company acquired Palmer on August 21, 2012, cash flows resulting from changes in operating assets and liabilities cannot be determined simply by subtracting 2012 balance sheet amounts from 2011 values. The net value of all assets and liabilities acquired are shown in the “Acquisition of Palmer of Texas” line in the investing activities section of the Consolidated Statements of Cash Flows in our 2012 10-K. Accordingly, these individual acquired balances represent beginning balances for Palmer cash flow purposes. Cash flows were adversely affected by a $1,422,000 increase in inventories in 2012, as year end balances increased, net of reserves, from $43,063,000 at the end of 2011 for historical Synalloy operations plus the $5,678,000 Palmer beginning balance to $50,163,000 at the end of 2012. Substantially all of the increase occurred in Synalloy Specialty Chemicals to support higher 2013 sales projections, including the additional defoamer sales to a current customer. Accounts payable also adversely affected cash flows by $4,152,000 in 2012 as there were significant inventory purchases in the fourth quarter of 2011 in Synalloy Metals which increased the 2011 year end accounts payable balance combined with lower nickel surcharges included in the 2012 year end accounts payable balance. Operating cash flows were also unfavorably affected by higher other assets and liabilities, net. A receivable from the former Palmer shareholders was established in December 2012 for $1,494,000 which resulted from the final working capital adjustment, uncollected accounts receivable and other items detailed in the stock purchase agreement relating to the Palmer acquisition. This receivable was settled in January 2013.

The company also used cash during 2012 for investing activities to fund capital expenditures of $4,740,000. Financing activities during 2012 generated $31,910,000 through net borrowings on long-term debt and the company paid a $0.25 dividend on December 10, 2012 which used $1,596,000.

Results of Operations

Comparison of the Six Months Ended June 29, 2013 to Six Months Ended June 30, 2012 – Consolidated

Consolidated net sales for the first six months of 2013 were $114,109,000, an increase of 21% from $94,250,000 for the same period in the prior year. Net income was $3,378,000 or $0.53 per share for the first six months of 2013, up 39% over net income of $2,427,000, or $0.38 per share for the first six months of 2012. Adjusted EBITDA was $9,205,000 for the first six months of 2013 or $1.43 per share compared with $7,457,000 or $1.17 per share for the first six months of 2012, which represents a year over year increase of 22%.

Comparison of FY 2012 to FY 2011 – Consolidated

For the fiscal year ended December 29, 2012, the company generated net income of $4,235,000, or $0.66 per share, on sales of $197,659,000, compared to net income of $5,797,000, or $0.91 per share, on sales of $170,575,000 in the prior year. Consolidated gross profit increased 4% to $21,928,000 in 2012, compared to $21,090,000 in 2011, and, as a percent of sales, decreased to 11% of sales in 2012 compared to 12% of sales in 2011. The increases in dollars and in percentage of sales were attributable to Synalloy Specialty Chemicals as discussed below. Consolidated selling, general and administrative expense for 2012 increased by $1,856,000 to $14,140,000 compared to $12,284,000 for 2011, and was 7% of sales for both 2012 and 2011. The dollar increase for 2012 when compared to 2011 resulted primarily from higher professional fees, travel and amortization connected with the Palmer acquisition, an increase in management performance-based incentives, higher sales commissions and increased salaries and wages. These costs were partially offset by a decrease in bad debt

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expense for Synalloy Specialty Chemicals. In addition, the company incurred $881,000 one-time acquisition costs associated with the Palmer acquisition in 2012.

Comparison of FY 2011 to FY 2010 – Consolidated

For the fiscal year ended December 31, 2011, the company generated net income of $5,797,000, or $0.91 per share, on sales of $170,575,000, compared to net income of $4,034,000, or $0.64 per share, on sales of $151,121,000 for the fiscal year ended January 1, 2011 (“FY 2010”).

Consolidated gross profit increased 33% to $21,090,000 in 2011, compared to $15,916,000 in 2010, and, as a percent of sales, increased to 12% of sales in 2011 compared to 11% of sales in 2010. The increases in amounts and in percentage of sales were attributable to Synalloy Metals as discussed in the Synalloy Metals Comparison of 2011 to 2010 below. Consolidated selling, general and administrative expense for 2011 increased by $2,560,000, compared to 2010, and was 7% of sales for 2011, up from 6% for 2010. The dollar increase for 2011 when compared to the same periods of 2010 resulted primarily from an $850,000 increase in bad debt expense for Synalloy Specialty Chemicals, an increase in management performance based incentives, the loss of outsourcing reimbursements and higher salaries and wages, employee benefits and contract labor.

Synalloy Metals

The following table summarizes operating results and backlogs for the periods indicated.

Comparison of the Six Months Ended June 29, 2013 to Six Months Ended June 30, 2012 – Synalloy Metals

Net sales for the first six months of 2013 totaled $86,529,000, an increase of 22% from $70,654,000 for the same period last year. Operating income was $4,048,000 and $3,032,000 for the first six months of 2013 and 2012, respectively, an increase of $1,016,000 or 34%. The company completed its acquisition of Palmer on August 21, 2012, and excluding Palmer’s sales results, sales for the first six months of 2013 would have approximated prior year levels. A 2% decrease in unit volumes was completely offset by a 2% increase in average selling prices. For the first six months of 2013, the segment experienced commodity unit volumes increasing 6% while non-commodity unit volume decreased 14%. Selling prices for commodity pipe decreased

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14% while selling prices for non-commodity pipe increased 22%. Shipments of carbon steel pipe associated with the Bechtel nuclear plant were strong in the first six months of 2013. The company classifies carbon steel pipe sales as non-commodity. Shipments of stainless steel pipe in the first six months of 2013 were constrained as distributors continued to monitor nickel prices and kept their large re-stocking buys on hold, while surcharges decreased each month. The segment remains focused on international sales efforts which show year-over-year growth. Special alloy bookings, backlog and shipments were also strong in the first six months of 2013. Fabrication bookings and sales have improved covering the full range of markets for pipe fabrication, with power, chemicals, petro-chemicals and mining showing considerable improvement.

Operating income, which increased $1,016,000 for the first six months of 2013 when compared to the same period of 2012, was impacted by the following factors:

Demand for manufactured pipe remains relatively strong, and the fabrication unit has begun to see an improvement in quote requests and orders. See “— Current Conditions and Outlook” below for further discussion.

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Comparison of FY 2012 to FY 2011 – Synalloy Metals

Synalloy Metals’ sales increased 15% for 2012 as compared to 2011, primarily as a result of the addition of Palmer for 19 weeks in 2012 plus a 13% increase in unit volumes, partially offset by an 8% decrease in average selling prices. Gross profit for 2012 decreased 10% to $13,689,000, or 9% of sales, compared to the 2011 year end total of $15,282,000, or 12% of sales. The segment experienced operating income of $6,138,000, a decrease of 66%, for 2012, compared to $3,774,000 for 2011.

Excluding the effect of Palmer on 2012 sales, Synalloy Metals experienced a favorable product mix in 2012, with higher priced non-commodity unit volume increasing 29% while commodity unit volume increasing 4% over 2011. The favorable product mix also affected the fourth quarter shipments, with non-commodity unit volumes increasing 32% for the quarter while commodity unit volumes increasing 2% over 2011. Special alloy product shipments surpassed 2011 levels as a result of increased customer projects and distributor restocking. The improved unit volumes for the year and fourth quarter are also the result of increased market share in North America and strong increases in international sales.

Operating income for 2012 when compared to 2011 was impacted by the following four factors:

Selling, general and administrative expense increased $1,522,000, or 25% in 2012 when compared to 2011. This expense category was 5% of sales for both periods. The increase resulted from the inclusion of Palmer expenses for a portion of 2012, the amortization of Palmer’s intangible asset, an additional provision in 2012 for the collectability of accounts receivable, increased sales commissions, additional salaries and wages in 2012 and higher performance-based bonuses for select segment employees. These higher expense categories were partially offset by increased employee procurement expenses in 2011 as additional sales executives were hired for the fabrication product line.

Comparison of FY 2011 to FY 2010 – Synalloy Metals

Synalloy Metals’ sales increased 18% for 2011 as compared to 2010 primarily as a result of a 12% increase in average selling prices coupled with a 5% increase in unit volumes. Gross profit for 2011 increased 67% to $15,282,000, or 12% of sales, compared to the 2010 year end total of $9,177,000, or 9% of sales. The segment experienced operating income of $9,253,000, up 145%, for 2011 compared to $3,774,000 for 2010.

The segment experienced a favorable product mix in 2011 with higher priced non-commodity unit volume increasing 18% while commodity unit volume decreased 2% over 2010. Special alloy product shipments surpassed 2010 levels as a result of increased customer projects and distributor restocking. The improved unit volumes for 2011 were also the result of increased market share in North America and strong increases in international sales. Pipe manufacturing operating margins strengthened throughout 2011 due to the favorable product mix while fabrication margins were under pressure from underutilized capacity in the market. Operating

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income increased for the segment despite nickel prices falling for most of 2011. As nickel prices decreased, selling prices were reduced accordingly while material costs reflect the higher priced inventory. Although there is no way to precisely calculate the effect of price level changes on profits, the company estimates that for 2011 the segment experienced a negative effect of $1,637,000. Nickel prices rose in 2010, which resulted in an increase to operating income of $1,031,000 for 2010.

Selling, general and administrative expense increased $626,000, or 12% in 2011 when compared to 2010. This expense category was 5% of sales for both periods. The increase resulted from higher performance-based bonuses for select segment employees combined with increased salaries and wages and employee procurement expenses as additional sales executives were hired for the fabrication product line along with wage increases for senior level executives as their responsibilities expanded to include all of Synalloy Metals.

Synalloy Specialty Chemicals

The following tables summarize operating results for the periods indicated.

Comparison of the Six Months Ended June 29, 2013 to Six Months Ended June 30, 2012 – Synalloy Specialty Chemicals

Net sales for Synalloy Specialty Chemicals for the first six months of 2013 were $27,580,000, which represented a 17% increase from $23,596,000 when compared to the same period of 2012. Overall selling prices decreased 10% in the first six months of 2013 when compared to 2012 due in part to a significant increase in usage of a lower cost raw material that is reflected in the selling price. Pounds sold increased 29% during the first six months of 2013 when compared to the same period for 2012. With the increase in pounds sold and produced, the additional production volume had a favorable effect on fixed operating costs per pound of product produced. Operating income for the first six months of 2013 and 2012 was $2,889,000 and $2,205,000, respectively, an increase of 31%. This increase resulted from the segment increasing contract or tolling sales and strengthening sales to direct customers. The segment continues to focus on changing the product mix to higher-priced/higher-margin products and controlling operating and support costs. The additional defoamer sales to Ashland, Inc., which began in the third quarter of 2012 and as described in our previous SEC filings, contributed to the increase in operating results for this segment.

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Comparison of FY 2012 to FY 2011 – Synalloy Specialty Chemicals

Sales for Synalloy Specialty Chemicals increased 20% for 2012, ending the year at $51,374,000 compared to $42,848,000 in 2011. Pounds shipped for the year were 18% higher than the prior year. The sales increase resulted mainly from the addition of additional defoamer production for a global chemical manufacturer which began in late May 2012 and reached targeted production levels during the third quarter of 2012. Gross profit for the year was $8,240,000, up 42% from the prior year amount of $5,808,000. As a percent of sales, 2012 gross profit was 16% of sales and 2011 gross profit was 14% of sales. Gross profit increased in 2012 as a result of higher facility utilization associated with the additional defoamer production combined with the ability to pass along raw material price increases to our customers. Operating income for 2012 increased 118% from the prior year. Operating income for 2012 was $4,843,000, or 9% of sales, while 2011 recorded $2,221,000, or 5% of sales. During December 2011, the segment recorded an $817,000 charge to reserve for the potential uncollectable receivable balances relating to four customers. The bulk of the charge was for a customer who experienced financial difficulty during the last half of 2011. Management attempted to develop a long-term payment strategy for the customer but was never able to develop a plan suitable to both parties.

Selling, general and administrative expense decreased $190,000 or 5% in 2012 when compared to 2011, and decreased to 7% of sales in 2012 compared to 8% in 2011. The increase in the reserve for potential uncollectable receivables in December 2011, as explained in the prior paragraph, was partially offset by higher sales commissions in 2012.

Comparison of FY 2011 to FY 2010 – Synalloy Specialty Chemicals

Sales for Synalloy Specialty Chemicals increased 1% for 2011, ending the year at $42,848,000 compared to $42,577,000 in 2010. Pounds shipped for the year were 11% lower than the prior year. The segment experienced a favorable product mix during 2011, with increased sales of higher priced products combined with a slightly higher selling price as the segment passed along a portion of its raw material cost increases to its customers. Gross profit for 2011 was $5,808,000, down 14% from the prior year amount of $6,739,000. As a percent of sales, 2011 gross profit was 14% of sales and 2010 gross profit was 16% of sales. The reduction in gross profit for the year resulted from increased raw material costs and the segment’s desire to maintain/increase market share by not passing on all of the increased costs to its customers. Operating income for 2011 decreased 44% from the prior year. Operating income for 2011 was $2,221,000, or 5% of sales, while 2010 recorded $3,960,000, or 9% of sales. During December 2011, the segment recorded an $817,000 charge to reserve for the potential uncollectable receivable balances relating to four customers as described above.

Selling, general and administrative expense increased $808,000 or 29% in 2011 when compared to 2010, and increased to 8% of sales in 2011 compared to 7% in 2010. The increase in the reserve for potential uncollectable receivables in December 2011, as explained above, resulted in the entire increase.

Unallocated Income and Expense

Comparison of the Six Months Ended June 29, 2013 to Six Months Ended June 30, 2012 – Corporate

Corporate expenses for the first six months of 2013 were $1,703,000, or 1.5% of sales, compared to $1,580,000, or 1.7% of sales for the first six months of 2012. Additional costs were incurred in 2013 as the company strengthened its information technology support team (wages and travel), improved its SEC reporting software functionality, recorded additional stock option compensation expense and incurred additional professional fees associated with the Palmer acquisition. These increased costs were partially offset by lower incentive based bonuses in 2013.

Interest expense for the first six months of 2013 increased $622,000 to $714,000 compared $92,000 for the same period of 2012. Higher interest expense resulted from the additional borrowings associated with the purchase of Palmer in August 2012. Also, as a result of increasing interest rates during 2013, the fair value of the

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interest rate swap contract improved, and the company increased other income by $633,000 during the first six months of 2013 to record the change in its fair value.

Other income of $135,000 for the first six months of 2012 was on account of life insurance proceeds received in excess of its cash surrender value for a former officer of the company.

Comparison of FY 2012 to FY 2011 – Corporate

Corporate expenses for 2012 were $3,193,000, or 2% of sales, compared to $2,668,000, or 2% of sales for 2011. This represents an increase of $525,000 or 20% over 2011. Directly as a result of the Palmer acquisition, the company incurred higher corporate costs in 2012 for professional fees, travel and non-income related taxes and licenses of approximately $262,000.

The company also incurred $881,000 of Palmer non-recurring acquisition costs during 2012. These expenditures include $355,000 for professional audit fees associated with due diligence, preparation and audit of historical financial statements and intangible asset identification and valuation, $337,000 related to bank fees associated with the interest rate swap agreement, $93,000 of legal fees, $25,000 of travel costs and other various charges of $71,000.

Comparison of FY 2011 to FY 2010 – Corporate

Corporate expenses for 2011 were $2,668,000 or 2% of sales, compared to $1,541,000 or 1% of sales for 2010. This represents an increase of $1,127,000 or 73%. The most significant contributor to the increase was higher performance based bonuses for select corporate employees, which increased $622,000 during 2011 compared to 2010. The company also experienced higher stock option compensation costs and consulting fees, partially offset by lower professional fees. During the second quarter of 2011, the company relocated its corporate office and the company was no longer able to provide administrative services to the Spartanburg manufacturing facility which the company sold in 2009. This resulted in the loss of reimbursement for the costs of providing these functions to the buyer of this facility during 2011 along with higher office rent expense.

Contractual Obligations and Other Commitments

As of December 29, 2012, the company’s contractual obligations and other commitments were as follows: