UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended ~~June 30, 2019~~March 31, 2020



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period from _____ to _____

COMMISSION FILE NUMBER 0-19687

Synalloy Corporation

(Exact name of registrant as specified in its charter)



Delaware		57-0426694
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4510 Cox Road, Suite 201, Richmond, Virginia		23060
(Address of principal executive offices)		(Zip Code)
	(804) 822-3260
(Registrant's telephone number, including area code)

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



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

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



Large accelerated Filer ¨	Accelerated filer x	Non-accelerated filer ¨
Smaller reporting company x	Emerging growth company ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The number of shares outstanding of the registrant's common stock as of ~~August 9, 2019~~May 4, 2020 was ~~8,994,850~~

9,058,040

Synalloy Corporation

Table of Contents




PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 (unaudited) and December 31, ~~2018~~2019	3
	Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	4
	Condensed Consolidated Statement of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and, 2018~~ (unaudited)	5
	Condensed Consolidated Statements of Shareholders' Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2428
Item 4.	Controls and Procedures	2428

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2529
Item 1A.	Risk Factors	2529
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2530
Item 3.	Defaults Upon Senior Securities	2530
Item 4.	Mine Safety Disclosures	2530
Item 5.	Other Information	2530
Item 6.	Exhibits	2531

	Signatures ~~and Certifications~~	2632

Part I - Financial Information

Item 1. Financial Statements

~~Synalloy Corporation~~

SYNALLOY CORPORATION

Condensed Consolidated Balance Sheets

(in thousands, except par value and share data)


					(Unaudited)
	June 30, 2019 Unaudited		December 31, 2018		March 31, 2020		December 31, 2019
Assets
Current assets
Cash and cash equivalents	$	23,760	$	2,220,272	$	22	$	626
Accounts receivable, less allowance for doubtful accounts
of $136,000 and $169,107, respectively	43,685,225		41,065,251
Accounts receivable, net of allowance for credit losses of $789 and $70, respectively					42,221		35,074
Inventories, net	110,416,242		114,201,386		97,152		98,186
Prepaid expenses and other current assets	13,298,733		9,983,416		14,880		13,229
Total current assets	167,423,960		167,470,325		154,275		147,115
Non-current assets
Property, plant and equipment, net of accumulated
depreciation of $60,400,705 and $57,288,233 respectively	41,769,975		40,924,455

Property, plant and equipment, net					39,386		40,690
Right-of-use assets, operating leases, net	36,428,751		—		36,072		35,772
Goodwill	17,557,620		9,799,992		17,558		17,558
Intangible assets, net of accumulated amortization
of $14,668,672 and $12,925,888 respectively	17,457,328		9,696,112
Intangible assets, net					14,905		15,714
Deferred charges, net	428,037		507,962		308		348
Total assets	$	281,065,671	$	228,398,846	$	262,504	$	257,197

Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	28,960,431	$	25,073,698	$	26,819	$	21,150
Accrued expenses and other current liabilities	13,376,472		12,163,686
Accrued expenses					10,373		11,613
Current portion of long-term debt	4,000,000		—		4,000		4,000
Current portion of operating lease liabilities	3,526,011		—		957		3,562
Current portion of finance lease liabilities	248,589		—		275		253
Total current liabilities	50,111,503		37,237,384		42,424		40,578

Long-term debt	81,670,402		76,405,458		73,755		71,554
Deferred income taxes	1,388,985		252,988
Long-term deferred gain, sale-leaseback	—		5,599,077
Long-term portion of earn-out liability	6,060,435		4,702,562		2,581		3,578
Long-term portion of operating lease liabilities	34,139,854		—		36,770		33,723
Long-term portion of finance lease liabilities	457,933		—		200		336
Deferred income taxes					2,109		790
Other long-term liabilities	162,475		1,717,291		81		127
Total non-current liabilities	123,880,084		88,677,376		115,496		110,108
Commitments and contingencies – See Note 11

Shareholders' equity
Common stock, par value $1 per share; authorized 24,000,000 shares; issued 10,300,000 shares	10,300,000		10,300,000		10,300		10,300
Capital in excess of par value	36,565,297		36,520,840		37,035		37,407
Retained earnings	72,398,650		68,965,410		68,924		70,552
	119,263,947		115,786,250		116,259		118,259
Less cost of common stock in treasury: 1,305,149 and 1,424,279 shares, respectively	12,189,863		13,302,164
Less cost of common stock in treasury - 1,241,960 and 1,257,784 shares, respectively					11,675		11,748
Total shareholders' equity	107,074,084		102,484,086		104,584		106,511
Total liabilities and shareholders' equity	$	281,065,671	$	228,398,846	$	262,504	$	257,197

Note: The condensed consolidated balance sheet at December 31, ~~2018~~2019 has been derived from the audited consolidated financial statements at that date. See accompanying notes to condensed consolidated financial statements.

~~Synalloy Corporation~~SYNALLOY CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Net sales $ 78,777,976
$ 71,893,763
$ 163,581,808
$ 130,374,365

Cost of sales 70,940,204
56,177,441
147,060,382
103,424,624

Gross profit 7,837,772
15,716,322
16,521,426
26,949,741

Selling, general and administrative expense 7,663,317
7,738,752
16,558,445
13,594,872
Acquisition related costs 20,073
690,217
348,021
690,217
Earn-out adjustments (417,808 ) 2,307,598
(401,285 ) 2,461,658
Operating income 572,190
4,979,755
16,245
10,202,994
Other expense (income)
Interest expense 1,009,797
403,852
2,033,738
717,835
Change in fair value of interest rate swaps 76,533
(19,255 ) 124,094
(92,458 )
Other, net (109,773 ) (59,111 ) (404,441 ) 29,185

(Loss) income before income taxes (404,367 ) 4,654,269
(1,737,146 ) 9,548,432
Income tax (benefit) provision (141,629 ) 976,998
(547,886 ) 2,035,998

Net (loss) income $ (262,738 ) $ 3,677,271
$ (1,189,260 ) $ 7,512,434

Net (loss) income per common share:
Basic $ (0.03 ) $ 0.42
$ (0.13 ) $ 0.86
Diluted $ (0.03 ) $ 0.41
$ (0.13 ) $ 0.85

Weighted average shares outstanding:
Basic 8,974,212
8,776,239
8,950,563
8,761,182
Dilutive effect from stock options and grants —
87,537
—
72,804
Diluted 8,974,212
8,863,776
8,950,563
8,833,986



	Three months ended March 31,
	2020			2019
Net sales	$	74,697		$	84,804

Cost of sales	67,546			76,120

Gross profit	7,151			8,684

Selling, general and administrative expense	7,770			8,895
Acquisition costs and other	304			328
Earn-out adjustments	4			17
Operating loss	(927		)	(556		)
Other expense (income)
Interest expense	719			1,024
Change in fair value of interest rate swaps	85			48
Other, net	827			(295		)

Loss before income taxes	(2,558		)	(1,333		)
Income tax benefit	(1,380		)	(406		)

Net loss	$	(1,178	)	$	(927	)

Net loss per common share:
Basic	$	(0.13	)	$	(0.10	)
Diluted	$	(0.13	)	$	(0.10	)

Weighted average shares outstanding:
Basic	9,074			8,927
Diluted	9,074			8,927

See accompanying notes to condensed consolidated financial statements

~~Synalloy Corporation~~SYNALLOY CORPORATION

Condensed Consolidated ~~Statements~~Statement of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended June 30						Three months ended March 31,
	2019			2018			2020			2019
Operating activities
Net (loss) income	$	(1,189,260	)	$	7,512,434
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Net loss							$	(1,178	)	$	(927	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense	3,832,161			2,874,216			1,958			1,890
Amortization expense	1,742,784			1,147,916			810			924
Amortization of debt issuance costs	79,925			45,492			40			40
Unrealized loss on equity securities							852			53
Deferred income taxes	(163,591		)	624,895			1,319			(56		)
Gain on sale of equity securities							—			(326		)
Earn-out adjustments	(401,285		)	2,461,658			4			17
Payments of earn-out liability in excess of acquisition date fair value	(436,321		)	(194,462		)
Provision for loss (reduction of) on accounts receivable	63,875			(30,000		)
Payments on earn-out liabilities in excess of acquisition date fair value							(292		)	(370		)
Provision for losses on accounts receivable							141			134
Provision for losses on inventories	799,325			746,960			358			418
Gain on disposal of property, plant and equipment	—			(17,762		)
Amortization of deferred gain on sale-leaseback	—			(167,137		)
Straight line lease cost	288,269			184,344
Change in fair value of interest rate swaps	124,094			(92,458		)
Unrealized loss on equity securities	101,125			29,185
Realized gain on sale of equity securities	(474,227		)	—
Issuance of treasury stock for director fees	304,000			276,000
Employee stock compensation	852,758			416,180
Non-cash lease expense							128			137
Non-cash lease termination loss							11			—
Change in fair value of interest rate swap							85			48
Stock-based compensation expense							336			615
Changes in operating assets and liabilities:
Accounts receivable	850,072			(12,768,096		)	(7,737		)	(2,393		)
Inventories	8,549,818			(19,192,920		)	676			5,190
Other assets and liabilities							2			631
Accounts payable	2,486,724			3,100,665			5,668			3,966
Accrued expenses	(1,374,838		)	1,372,968			(1,085		)	(3,541		)
Accrued income taxes	(1,538,984		)	889,103			(2,738		)	(351		)
Other assets and liabilities, net	(1,271,022		)	(2,105,248		)
Net cash provided by (used in) operating activities	13,225,402			(12,886,067		)
Net cash (used in) provided by operating activities							(642		)	6,099
Investing activities
Purchases of property, plant and equipment	(1,884,508		)	(3,381,925		)	(587		)	(964		)
Purchases of equity securities	(543,552		)	(336,951		)
Proceeds from sale of equity securities	1,091,644			—			—			850
Acquisition of the assets and operations of American Stainless Tubing, Inc. (see Note 9)	(21,895,409		)	—
Acquisition of the galvanized pipe and tube assets of MUSA (see Note 9)	—			(10,378,281		)
Purchase of equity securities							—			(544		)
Acquisition of ASTI							—			(21,895		)
Net cash used in investing activities	(23,231,825		)	(14,097,157		)	(587		)	(22,553		)
Financing activities
Net (payments) borrowings (on) from line of credit	(9,068,390		)	28,020,386
Borrowing from term loan	20,000,000			—
Payments on term loan	(1,666,667		)	—
Borrowings (repayments) from line of credit							3,201			(4,258		)
Borrowings from term loan							—			20,000
Payments on long-term debt							(1,000		)	(666		)
Principal payments on finance lease obligations	(109,493		)	(52,549		)	(64		)	(47		)
Payments of debt issuance costs	—			(53,146		)
Payments for finance lease terminations							(14		)	—
Payments on earn-out liabilities	(1,345,539		)	(977,603		)	(863		)	(190		)
Proceeds from exercised stock options	—			50,380
Repurchase of common stock							(635		)	—
Net cash provided by financing activities	7,809,911			26,987,468			625			14,839
(Decrease) increase in cash and cash equivalents	(2,196,512		)	4,244
Decrease in cash and cash equivalents							(604		)	(1,615		)
Cash and cash equivalents at beginning of period	2,220,272			14,706			626			2,220
Cash and cash equivalents at end of period	$	23,760		$	18,950		$	22		$	605

Supplemental disclosure
Cash paid for:
Interest	$	1,860,471		$	613,918		$	667		$	878
Income taxes	$	1,165,951		$	471,000

See accompanying notes to condensed consolidated financial statements

~~Synalloy Corporation~~SYNALLOY CORPORATION

Condensed Consolidated Statement of Shareholders' Equity (Unaudited)

(in thousands)

Common Stock
Capital in Excess of
Par Value
Retained Earnings Accumulated Other Comprehensive Income (Loss) Cost of Common Stock in Treasury Total
For the Three Months Ended June 30, 2019
Balance at March 31, 2019 $ 10,300,000
$ 36,304,160
$ 72,661,388
$ —
$ (12,469,745 ) $ 106,795,803
Net loss —
—
(262,738 ) —
—
(262,738 )
Issuance of 29,276 shares of common stock from treasury —
24,118
—
—
279,882
304,000
Employee stock compensation —
237,019
—
—
—
237,019
Balance at June 30, 2019 $ 10,300,000
$ 36,565,297
$ 72,398,650
$ —
$ (12,189,863 ) $ 107,074,084

For the Six Months Ended June 30, 2019
Balance at December 31, 2018 $ 10,300,000
$ 36,520,840
$ 68,965,410
$ —
$ (13,302,164 ) $ 102,484,086
Net loss —
—
(1,189,260 ) —
—
(1,189,260 )
Cumulative adjustment due to adoption of ASC 842 (see Note 12) —
—
4,622,500
—
—
4,622,500
Issuance of 118,430 shares of common stock from treasury —
(808,301 ) —
—
1,112,301
304,000
Employee stock compensation —
852,758
—
—
—
852,758
Balance at June 30, 2019 $ 10,300,000
$ 36,565,297
$ 72,398,650
$ —
$ (12,189,863 ) $ 107,074,084



	Three Months Ended March 31, 2020

	Common Stock		Capital in Excess of Par Value			Retained Earnings			Cost of Common Stock in Treasury			Total
Balance at December 31, 2019	$	10,300	$	37,407		$	70,552		$	(11,748	)	$	106,511
Net loss	—		—			(1,178		)	—			(1,178		)
Cumulative adjustment due to adoption of ASC 326						(450		)				(450		)
Issuance of 75,440 shares of common stock from treasury	—		(708		)	—			708			—
Stock-based compensation	—		336			—			—			336
Purchase of common stock	—		—			—			(635		)	(635		)
Balance at March 31, 2020	$	10,300	$	37,035		$	68,924		$	(11,675	)	$	104,584

	Three Months Ended March 31, 2019

	Common Stock		Capital in Excess of Par Value			Retained Earnings			Cost of Common Stock in Treasury			Total
Balance at December 31, 2018	$	10,300	$	36,521		$	68,965		$	(13,302	)	$	102,484
Net loss	—		—			(927		)	—			(927		)
Cumulative adjustment due to adoption of ASC 842	—		—			4,623			—			4,623
Issuance of 89,154 shares of common stock from treasury	—		(832		)	—			832			—
Stock-based compensation	—		615			—			—			615
Balance at March 31, 2019	$	10,300	$	36,304		$	72,661		$	(12,470	)	$	106,795

See accompanying notes to condensed consolidated financial statements.

~~Synalloy Corporation~~

~~Condensed Consolidated Statement of Shareholders' Equity (Unaudited)~~

Common Stock
Capital in Excess of
Par Value
Retained Earnings Accumulated Other Comprehensive Income (Loss) Cost of Common Stock in Treasury Total
For the Three Months Ended June 30, 2018
Balance at March 31, 2018 $ 10,300,000
$ 35,170,444
$ 61,953,682
$ —
$ (13,696,336 ) $ 93,727,790
Net income —
—
3,677,271
—
—
3,677,271
Stock options exercised for 13,301 shares, net —
105,907
—
—
(187,183 ) (81,276 )
Issuance of 31,471 shares of common stock from treasury —
(3,429 ) —
—
279,429
276,000
Employee stock compensation —
223,979
—
—
—
223,979
Balance at June 30, 2018 $ 10,300,000
$ 35,496,901
$ 65,630,953
$ —
$ (13,604,090 ) $ 97,823,764

For the Six Months Ended June 30, 2018
Balance at December 31, 2017 $ 10,300,000
$ 35,193,152
$ 58,129,383
$ (10,864 ) $ (13,911,245 ) $ 89,700,426
Net income —
—
7,512,434
$ —
$ —
7,512,434
Cumulative adjustment due to adoption of ASU 2016-01 —
—
(10,864 ) 10,864
$ —
—
Stock options exercised for 13,301 shares, net —
105,907
—
—
$ (187,183 ) (81,276 )
Issuance of 55,675 shares of common stock from treasury —
(218,338 ) —
—
494,338
276,000
Employee stock compensation —
416,180
—
—
416,180
Balance at June 30, 2018 $ 10,300,000
$ 35,496,901
$ 65,630,953
$ —
$ (13,604,090 ) $ 97,823,764

~~See accompanying notes to condensed consolidated financial statements.~~

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

1. Note 1: Basis of Presentation

Basis of Financial Statement Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included as required by Regulation S-X, Rule 10-01. ~~Operating results for~~

These interim condensed consolidated financial statements (unaudited) should be read in conjunction with the ~~six-month period ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, refer to the~~audited consolidated financial statements and notes thereto ~~included~~ in the ~~Company's~~Synalloy Corporation (the Company) Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~

~~Certain prior period amounts have been reclassified to conform to~~2019 (the Annual Report). The financial results for the ~~current period presentation, including changes in the fair value~~interim periods may not be indicative of the ~~Company's earn-out liabilities from "Other Expense (Income)" to "Operating Income (Loss)" on~~financial results for the ~~accompanying Condensed Consolidated Statements of Operations.~~

~~2. Recently Issued Accounting Standards~~entire fiscal year.

Recently Issued Accounting Standards - Adopted

In February 2016, the FASB issued ASU No. 2016-02 "Leases (Topic 842)", as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new standard as of January 1, 2019 on a modified retrospective basis, which does not require comparative periods to be restated. On adoption, we recognized additional operating lease liabilities of $33,115,763 based on the present value of the remaining minimum rental payments as of January 1, 2019. We additionally recognized corresponding right-of-use assets for operating leases totaling $32,171,829. On January 1, ~~2019,~~2020, the Company adopted ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance removes disclosure requirements pertaining to the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. In addition, the amendment clarifies that the measurement uncertainty disclosure is to communicate information about uncertainty in measurement as of the reporting date. The guidance also ~~recorded cumulative-effect increases~~adds disclosure requirements for changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to equity and deferred tax assets totaling $4,622,500 and $1,310,850, respectively, related to a deferred gain for a sale leaseback transaction that occurred in 2016 and was being amortized into earnings under the prior accounting.develop Level 3 fair value measurements. The adoption of this standard by the Company did not have a material impact on the ~~consolidated statement of operations~~Condensed Consolidated Financial Statements or ~~cash flows for the six months ended June 30, 2019.~~footnote disclosures. See Note ~~12.~~2 for further discussion on the Company's fair value measurements.

On January 1, 2020, the Company adopted ASU No. 2017-04 Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The updated guidance eliminated step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to a reporting unit with a zero or negative carrying amount of net assets should be disclosed. The adoption of this standard by the Company did not have a material impact on the Condensed Consolidated Financial Statements.

On January 1, 2020, the Company adopted ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance amends the current accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions, and reasonable and supportable forecasts rather than the incurred loss model which reflects losses that are probable. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company evaluated its financial instruments and determined that its trade accounts receivable are subject to the new current expected credit loss model. Based upon the application of the new current expected credit loss model, we recorded a cumulative effect adjustment of $0.4 million to Retained Earnings. The adoption of this standard by the Company did not have a material impact on the Condensed Consolidated Statement of Operations or Cash Flows.

Recently Issued Accounting Standards - Not Yet Adopted

In ~~August 2018,~~December 2019, the FASB issued ASU No. ~~2018-13 "~~2019-12 ~~Fair Value Measurement~~"Income Taxes (Topic ~~820)~~740): Simplifying the Accounting for Income Taxes."~~. The updated~~This ASU removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods. This ASU also adds guidance ~~improves the disclosure requirements on fair value measurements.~~to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, ~~2019. Early~~2020 with early adoption ~~is permitted for any removed or modified disclosures.~~permitted. The Company is currently assessing the ~~timing~~impact that adopting this new standard will have on its Condensed Consolidated Financial Statements and ~~impact of adopting the updated provisions.~~footnote disclosures.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~3. Revenues~~Note 2: Fair Value of Financial Instruments

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

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

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

Quoted prices for similar assets or liabilities in active markets;

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

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

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

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

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when ~~control~~available. In instances where the inputs used to measure fair value fall into different levels of the ~~promised goods or services~~fair value hierarchy, the fair value measurement has been determined on the lowest level input that is ~~transferred~~significant to ~~our customers upon shipment,~~the fair value measurement in ~~an amount that reflects~~its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration weof inputs specific to the asset or liability.

Level 1: Equity securities

During the three months ended March 31, 2020, the Company sold no shares of its equity securities investments.

For the three months ended March 31, 2020, the Company also recorded a net unrealized loss of $0.9 million on the investments in equity securities held, which is included in "Other expense (income)" on the accompanying Condensed Consolidated Statements of Operations.

The fair value of equity securities held by the Company as of March 31, 2020 and December 31, 2019 was $3.4 million and $4.3 million, respectively, and is included in “Prepaid expenses and other current assets” on the accompanying Consolidated Balance Sheets.

Level 2: Derivative Instruments

The Company has one interest rate swap contract, which is classified as a Level 2 financial instrument as it is not actively traded and is valued using pricing models that use observable market inputs. The fair value of the contract was a liability of $0.1 million at March 31, 2020 and an asset of $6,088 at December 31, 2019, respectively. The interest rate swap was priced using discounted cash flow techniques. Changes in its fair value were recorded to other expense (income) with corresponding offsetting entries to "Prepaid expenses and other current assets" or "Accrued Expenses", as appropriate. Significant inputs to the discounted cash flow model include projected future cash flows based on projected one-month LIBOR and the average margin for companies with similar credit ratings and similar maturities.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Level 3: Contingent consideration (earn-out) liabilities

The fair value of contingent consideration ("earn-out") liabilities resulting from the 2017 MUSA-Stainless acquisition, 2018 MUSA-Galvanized acquisition, and 2019 American Stainless acquisition are classified as Level 3. Each quarter-end, the Company re-evaluates its assumptions for all earn-out liabilities and adjusts to reflect the updated fair values. Changes in ~~exchange~~the estimated fair value of the earn-out liabilities are reflected in operating income in the periods in which they are identified. Changes in the fair value of the earn-out liabilities may materially impact and cause volatility in the Company's operating results. The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration (earn-out) liabilities are the discount rate, timing of the estimated payouts, and future revenue projections. Significant increases (decreases) in any of those inputs would not have resulted in a material difference in the fair value measurement of the earn-out liabilities for ~~those goods or services.~~the three months ended March 31, 2020.

The following table presents ~~the Company's revenues, disaggregated by product group. Substantially all~~a summary of changes in fair value of the Company's ~~revenues are derived from contracts with customers where performance obligations are satisfied at~~Level 3 earn-out liabilities measured on a ~~point-in-time.~~recurring basis for the three months ended March 31, 2020:

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Storage tank and vessel $ 10,247,078
$ 9,071,649
$ 20,076,033
$ 14,847,421
Seamless carbon steel pipe and tube 6,702,781
8,403,288
15,289,286
16,835,901
Stainless steel pipe 41,309,945
38,899,542
87,305,328
70,183,404
Galvanized pipe 6,243,569
—
12,935,805
—
Specialty chemicals 14,274,603
15,519,284
27,975,356
28,507,639
Total revenues $ 78,777,976
$ 71,893,763
$ 163,581,808
$ 130,374,365



(in thousands)	MUSA-Stainless			MUSA-Galvanized			American Stainless			Total
Balance at December 31, 2019	$	2,403		$	1,782		$	4,969		$	9,154
Earn-out payments during the period	(476		)	(167		)	(512		)	(1,155		)
Changes in fair value during the period	27			70			(93		)	4
Balance at March 31, 2020	$	1,954		$	1,685		$	4,364		$	8,003

For the three months ended March 31, 2020, the Company had no unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value instruments.

~~Arrangements with Multiple Performance Obligations~~Quantitative Information about Significant Unobservable Inputs Used in Level 3 Fair Value Measurements

~~Our contracts with customers may include multiple performance obligations.~~ The following table summarizes the significant unobservable inputs in the fair value measurement of our contingent consideration (earn-out) liabilities as of March 31, 2020:



Instrument	Fair Value March 31, 2020	Principal Valuation Technique	Significant Unobservable Inputs	Range	Weighted Average
Contingent consideration (earn-out) liabilities	$8,003	Probability Weighted Expected Return	Discount rate	-	5%
			Timing of estimated payouts	2020 - 2022	-
			Future revenue projection	$1.6M - 18.1M	$9.0M

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

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

During the three months ended March 31, 2020, the Company had no significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

Fair Value of Financial Instruments

For short-term instruments, other than those required to be reported at fair value on a recurring and non-recurring basis and for which additional disclosures are included above, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such ~~arrangements, revenue~~instruments and their expected realization. Therefore, as of March 31, 2020 and December 31, 2019, the carrying amounts for ~~each performance obligation~~cash and cash equivalents, accounts receivable, accounts payable, the Company's revolving line of credit, which is based on ~~its stand-alone selling price~~a variable interest rate, and ~~revenue is recognized as each performance obligation is satisfied. The Company generally determines stand-alone selling prices based on the prices charged~~term loan approximate their fair value.

Synalloy Corporation

Notes to ~~customers using the adjusted market assessment approach or expected cost plus margin.~~Condensed Consolidated Financial Statements (Unaudited)

~~Deferred Revenues~~

Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. The deferred revenue balance increased $48,948 during the first six months of 2019 to $226,466 as of June 30, 2019 due to receiving $1,355,219 in advance of satisfying our performance obligations during the period, offset by $1,306,271 of revenue that was recognized during the period after satisfying the performance obligations that were included in the beginning deferred revenue balance or entered into during the current period. Deferred revenues are included in "Accrued expenses and other current liabilities" on the accompanying Condensed Consolidated Balance Sheets.

Our payment terms vary by the financial strength or location of our customer and the products offered. The length of time between invoicing and when payment is due is not significant. For certain customers, payment is required before the products or services are delivered to the customer.

4.Note 3: Inventories

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


	June 30, 2019		December 31, 2018
(in thousands)					March 31, 2020		December 31, 2019
Raw materials	$	55,329,614	$	59,778,767	$	40,735	$	42,896
Work-in-process	17,768,751		21,033,532		19,558		17,616
Finished goods	37,317,877		33,389,087		37,904		38,422
	$	110,416,242	$	114,201,386	$	98,197	$	98,934
Less inventory reserves					$	1,045	$	748
Inventories, net					$	97,152	$	98,186

5. Note 4: Property, Plant and Equipment

Property, plant and equipment consist of the following:



(in thousands)	March 31, 2020	December 31, 2019
Land	63	63
Leasehold improvements	2,055	1,921
Buildings	214	214
Machinery, fixtures and equipment	100,832	100,300
Construction-in-progress	3,037	2,999
	106,201	105,497
Less accumulated depreciation and amortization	66,815	64,807
Property, plant and equipment, net	39,386	40,690

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 5: Goodwill and Intangible Assets

The gross carrying amounts of goodwill at March 31, 2020 and December 31, 2019 are as follows:



(in thousands)	March 31, 2020		December 31, 2019
Metals Segment	$	16,203	$	16,203
Specialty Chemicals Segment	1,355		1,355
Goodwill	$	17,558	$	17,558

The balance of intangible assets subject to amortization at March 31, 2020 and December 31, 2019 are as follows:



(in thousands)	March 31, 2020			December 31, 2019
Intangible assets, gross	$	32,126		$	32,126
Accumulated amortization of intangible assets	(17,221		)	(16,412		)
Intangible assets, net	$	14,905		$	15,714

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



Remainder of 2020	$	2,429
2021	3,051
2022	2,741
2023	1,200
2024	1,042
2025	945
Thereafter	3,497

Note 6: Long-term Debt

Long-term debt consists of the following:



(in thousands)	March 31, 2020		December 31, 2019
$100 million Revolving line of credit, due December 20, 2021	$	62,422	$	59,221
$20 million Term loan, due January 1, 2024	$	15,333	$	16,333
	$	77,755	$	75,554

On December 20, 2018, the Company amended its Credit Agreement with its bank to refinance and increase its Line of Credit (the "Line") from $80,000,000 to $100,000,000 and to create a new 5-year term loan in the principal amount of $20,000,000 (the “Term Loan”). The Term Loan was used to finance the purchase of substantially all of the assets of American Stainless (see Note 13). The Term Loan’s maturity date is January 1, 2024 and shall be repaid in 60 consecutive monthly installments. Interest on the Term Loan is calculated using the One Month LIBOR Rate (as defined in the Credit Agreement), plus 1.90 percent. The Line will be used for working capital needs and as a source for funding future acquisitions. The maturity date of the Line has been extended to December 20, 2021. Interest on the Line remains unchanged and is calculated using the One Month LIBOR Rate, plus 1.65%. Borrowings under the Line are limited to an amount equal to a Borrowing Base calculation that includes eligible accounts receivable and inventory. As of March 31, 2020, the Company had $18.8 million of remaining available capacity under its line of credit.

Pursuant to the Credit Agreement, the Company is subject to certain covenants including maintaining a minimum fixed charge coverage ratio, maintaining a minimum tangible net worth, and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. At March 31, 2020, the Company was in compliance with all debt covenants.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 7: Stock-Based Compensation

Stock-based compensation expense for the three months ended March 31, 2020 and March 31, 2019 was $0.3 million and $0.6 million, respectively.

Stock ~~options and restricted stock~~Options

During the ~~first six~~three months ofended March 31, 2020 and March 31, 2019, no stock options were exercised by officers or employees of the Company. ~~During the first six months of 2018, stock options for 40,606 shares of common stock were exercised by officers or employees for an aggregate exercise price of $474,378.~~

2011 Long-Term Incentive Stock compensation expense for the three and six-month periods ended June 30, 2019 was $237,019 and $852,758, respectively. Stock compensation expense for the three and six-month periods ended June 30, 2018 was $223,979 and $416,180, respectively.Option Plan

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~In 2016,~~On February 5, 2020 the Compensation & Long-Term Incentive Committee ~~(the "Committee")~~ of the Company's Board of Directors ~~granted performance restricted~~("Compensation Committee") approved stock ~~awards (“2016 Performance~~option grants under the 2011 Long-Term Incentive Stock ~~Award”) to officers and certain key management-level employees. The 2016 Performance Stock Award vested three years from~~ Option Plan ("the grant date based on continuous service, with the number of shares earned (0 percent to 150 percent of the target award) depending on the extent to which the Company achieves certain financial performance targets measured over the period from January 1, 2016 to December 31, 2018. On February 8, 2019, the Committee approved the vesting of the 2016 Performance Stock Award2011 Plan"). Options for a total of ~~46,477 restricted~~123,500 shares, ~~at a grant date market~~with an exercise price of ~~$8.05.~~$12.995 per share, were granted under the 2011 Plan to certain management employees of the Company. The stock options will vest in 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the options to vest, the employee must be in the continuous employment of the Company since the date of the grant. Except for death, disability, or qualifying retirement, any portion of the grant that has not vested will be forfeited upon termination of employment. The Company may terminate any portion of the grant that has not vested upon an employee's failure to comply with all conditions of the award or the 2011 Plan. Shares representing grants that have not yet vested will be held in escrow by the Company. An employee will not be entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The per share weighted-average fair value of this stock option grant was $4.53. The Black-Scholes model for this grant was based on a risk-free interest rate of 1.66 percent, an expected life of ten years, an expected volatility of 35.1 percent and a dividend yield of 1.79 percent.

Restricted Stock Awards

2015 Stock Awards Plan

On February ~~8, 2019,~~5, 2020, the Compensation Committee approved stock grants under the Company's 2015 Stock Awards Plan (the "Plan") to certain management employees of the Company where ~~44,949~~45,418 shares with a market price of ~~$15.72~~$12.995 per share were granted under the Plan. ~~These~~The stock awards vest in either 20 percent or 33 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. ~~Any~~Except for death, disability, or qualifying retirement, any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2015 Stock Awards Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable.

Performance-Based Restricted Stock Awards

In 2017, the Compensation Committee granted performance restricted stock awards (“2017 Performance Based Incentive Award”) to officers and certain key management-level employees. The 2017 Performance Based Incentive Award vested three years from the grant date based on continuous service, with the number of shares earned (0 percent to 150 percent of the target award) depending on the extent to which the Company achieved certain financial performance targets measured over the period from January 1, 2017 to December 31, 2019. On February 5, 2020, the Compensation Committee approved the vesting of the 2017 Performance Based Incentive Award for a total of 28,481 restricted shares at a grant date market price of $12.30.

On February 5, 2020, the Compensation Committee approved performance-based restricted stock awards to certain management employees of the Company where 36,647 shares with a market price of $12.995 per share were granted under the Plan. The Company's performance-based restricted stock awards are classified as equity and contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award. The performance condition is based on the achievement of the Company's Adjusted EBITDA targets. The fair value of the performance-based restricted stock awards are determined based on the closing market price of our stock on the date of grant. In general, 0% to 150% of the Company's performance-based restricted stock awards vest at the end of a three year service period from the date of grant based upon achievement of the performance condition specified. Except for death, disability, or qualifying retirement, any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 8: Loss Per Share

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



	Three Months Ended March 31,
(in thousands, except per share data)	2020			2019
Numerator:
Net loss	$	(1,178	)	$	(927	)
Denominator:
Denominator for basic earnings per share - weighted average shares	9,074			8,927
Effect of dilutive securities:
Employee stock options and stock grants	—			—
Denominator for diluted earnings per share - weighted average shares	9,074			8,927

Net loss per share:
Basic	$	(0.13	)	$	(0.10	)
Diluted	$	(0.13	)	$	(0.10	)

The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. For the six-month period ended June 30, 2019 there is no difference in the number of shares used to calculate basic and diluted shares outstanding because their effect would have been anti-dilutive due to the Company reporting a net loss. For the six-month period ended June 30, 2018, theThe Company had ~~weighted average~~0.2 million and 33,313 shares of common stock inthat were anti-dilutive for the ~~form of stock grants~~three months ended March 31, 2020 and ~~options of 36,815 which were not included in the diluted earnings per share calculation as their effect was anti-dilutive.~~March 31, 2019, respectively.

6.Note 9: Income Taxes

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2014 or state income tax examinations for years before ~~2013.~~2014. During the first ~~six~~three months of 2020 and 2019, the Company did not identify nor reserve for any unrecognized tax benefits.

The effective tax rate was ~~35 percent~~54.0% and ~~21 percent~~30.5% for the three months ended ~~June 30,~~March 31, 2020 and March 31, 2019, ~~and 2018,~~ respectively. The ~~June 30, 2019~~March 31, 2020 effective tax rate iswas higher than the statutory rate of ~~21 percent~~21.0% due to ~~state taxes, net of the federal benefit, and~~ discrete tax benefits on our stock compensation ~~plans.~~plan and estimated tax benefits associated with the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) which was signed into law on March 27, 2020. The ~~June 30, 2018 effective~~CARES Act includes various income and payroll tax ~~rate was approximately equal~~provisions, notably enabling the Company to carry back net operating losses and recover taxes paid in prior years.

Note 10: Leases

Balance Sheet Presentation

Operating and finance lease amounts included in the ~~U.S. statutory rate~~Condensed Consolidated Balance Sheet are as follows (in thousands):



Classification	Financial Statement Line Item	March 31, 2020
Assets	Right-of-use assets, operating leases	$	36,072
Assets	Property, plant and equipment	296
Current liabilities	Current portion of lease liabilities, operating leases	957
Current liabilities	Current portion of lease liabilities, finance leases	275
Non-current liabilities	Non-current portion of lease liabilities, operating leases	36,770
Non-current liabilities	Non-current portion of lease liabilities, finance leases	200

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Total Lease Cost

Individual components of ~~21 percent.~~the total lease cost incurred by the Company are as follows:



(in thousands)	Three Months Ended March 31, 2020
Operating lease cost	$	1,035
Finance lease cost:
Amortization of right-of-use assets	59
Interest on finance lease liabilities	17
Total lease cost	$	1,111

Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the Condensed Consolidated Statement of Operations.

Maturity of Leases

The amounts of undiscounted future minimum lease payments under leases as of March 31, 2020 are as follows:



(in thousands)	Operating		Finance
Remainder of 2020	$	2,735	$	237
2021	3,710		291
2022	3,767		—
2023	3,803		—
2024	3,656		—
Thereafter	48,577		—
Total undiscounted minimum future lease payments	66,248		528
Imputed Interest	28,521		53
Present value of lease liabilities	$	37,727	$	475

Lease Term and Discount Rate



Weighted-average remaining lease term	March 31, 2020
Operating Leases	16.19 years
Finance Leases	1.67 years
Weighted-average discount rate
Operating Leases	7.32	%
Finance Leases	12.40	%

During the three-month period ended March 31, 2020, no right-of-use assets were recognized in exchange for new operating lease liabilities.

Note 11: Commitments and Contingencies

The ~~effective tax rate was 32 percent~~Company is from time-to-time subject to various claims, possible legal actions for product liability and ~~21 percent for the six months ended June 30, 2019~~other damages, and ~~2018, respectively. The June 30, 2019 effective tax rate is higher than the statutory rate of 21 percent due to state taxes, net~~other matters arising out of the ~~federal benefit, and discrete tax benefits~~normal conduct of the Company's business.

Management is not currently aware of any asserted or unasserted matters which could have a material effect on ~~our stock compensation plans. The June 30, 2018 effective tax rate was approximately equal t to~~ the ~~U.S. statutory rate~~financial condition or results of ~~21 percent.~~operations of the Company.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~7. Segment Information~~Note 12: Industry Segments

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


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2019			2018
(in thousands)													2020			2019
Net sales
Metals Segment	$	64,503,373		$	56,374,479		$	135,606,452		$	101,866,726		$	60,664		$	71,103
Specialty Chemicals Segment	14,274,603			15,519,284			27,975,356			28,507,639			14,033			13,701
	$	78,777,976		$	71,893,763		$	163,581,808		$	130,374,365		$	74,697		$	84,804
Operating income (loss)
Operating loss
Metals Segment	$	1,192,644		$	9,090,516		$	2,629,285		$	15,107,047		$	934		$	1,437
Specialty Chemicals Segment	926,032			1,106,672			1,540,246			1,970,161			466			614

Unallocated corporate expenses	1,944,221			2,219,618			4,252,643			3,722,339			2,019			2,308
Acquisition related costs	20,073			690,217			301,928			690,217
Acquisition related costs and other													304			282
Earn-out adjustments	(417,808		)	2,307,598			(401,285		)	2,461,658			4			17
Operating income	572,190			4,979,755			16,245			10,202,994
Operating loss													(927		)	(556		)
Interest expense	1,009,797			403,852			2,033,738			717,835			719			1,024
Change in fair value of interest rate swaps	76,533			(19,255		)	124,094			(92,458		)
Other (income) loss, net	(109,773		)	(59,111		)	(404,441		)	29,185
(Loss) income before income taxes	$	(404,367	)	$	4,654,269		$	(1,737,146	)	$	9,548,432
Change in fair value of interest rate swap													85			48
Other expense (income), net													827			(295		)
Loss before income taxes													$	(2,558	)	$	(1,333	)

	As of												As of
	June 30, 2019			December 31, 2018
(in thousands)													March 31, 2020			December 31, 2019
Identifiable assets
Metals Segment	$	208,097,980		$	192,195,733								$	190,608		$	186,758
Specialty Chemicals Segment	27,940,364			28,174,675									25,810			25,428
Corporate ⁽¹⁾	45,027,327			8,028,438									46,086			45,011
	$	281,065,671		$	228,398,846								$	262,504		$	257,197
Goodwill
Metals Segment	$	16,202,890		$	8,445,262
Specialty Chemicals Segment	1,354,730			1,354,730
	$	17,557,620		$	9,799,992

^{(1) As of June 30, 2019, this amount included}^36,428,751^{in right-of-use assets that were recorded with the adoption of ASC 842 ("Leases"). Refer to Note 12 for additional information.}

~~8. Fair Value of Financial Instruments~~

The Company makes estimates of fair value in accounting for certain transactions, in testing and measuring impairment and in providing disclosures of fair value in its condensed consolidated financial statements. The Company determines the fair values of its financial instruments for disclosure purposes by maximizing the use of observable inputs and minimizing the use of unobservable inputs. Fair value disclosures for assets and liabilities are grouped into three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:

~~Level 1~~ ~~- Quoted prices (unadjusted) in active markets for identical assets or liabilities.~~

~~Level 2~~ - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are less active.

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~Level 3~~ ~~- Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques.~~

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

~~Level 1 Financial Instruments~~

For short-term instruments, other than those required to be reported at fair value on a recurring basis and for which additional disclosures are included below, management concluded the historical carrying value is a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization. Therefore, as of June 30, 2019 and December 31, 2018, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, the Company's revolving line of credit, which is based on a variable interest rate, and term loan approximate their fair value.

During the first six months of 2019, the Company sold shares of its equity securities investments. Proceeds from the sale totaled $1,091,644 which resulted in a realized gain for the three and six-months of June 30, 2019 $148,416 and $474,227, respectively, that is included in "Other expense (income)" on the accompanying Condensed Consolidated Statements of Operations.

For the three and six-months ended June 30, 2019, the Company also recorded a net unrealized loss of $48,000 and $101,125, respectively, on the investments in equity securities held, which is included in "Other expense (income)" on the accompanying Condensed Consolidated Statements of Operations.

The fair value of equity securities held by the Company as of June 30, 2019 and December 31, 2018 was $2,760,000 and $2,935,000, respectively, and is included in “Prepaid expenses and other current assets” on the accompanying Consolidated Balance Sheets.

~~Level 2 Financial Instruments~~

The Company has one interest rate swap contract, which is classified as a Level 2 financial instrument as it is not actively traded and is valued using pricing models that use observable market inputs. The fair value of the contract was an asset of $23,371 and $147,465 at June 30, 2019 and December 31, 2018, respectively. The interest rate swap was priced using discounted cash flow techniques. Changes in its fair value were recorded to other income (expense) with corresponding offsetting entries to current assets or liabilities, as appropriate. Significant inputs to the discounted cash flow model include projected future cash flows based on projected one-month LIBOR and the average margin for companies with similar credit ratings and similar maturities.

To manage the impact on earnings of fluctuating nickel prices, the Company occasionally enters into six-month forward option contracts, which are classified as Level 2. At June 30, 2019 and December 31, 2018, the Company did not have any such contracts in place.

~~Level 3 Financial Instruments~~

~~The fair value of contingent consideration ("earn-out") liabilities resulting from the 2017 MUSA-Stainless acquisition, 2018 MUSA-Galvanized acquisition, and 2019 American Stainless acquisition (see~~ Note 9) are classified as Level 3. The fair value of the MUSA-Stainless earn-out was estimated by applying the Monte Carlo Simulation approach using management's projection of pounds to be shipped and future price per unit. The fair value of the MUSA-Galvanized earn-out and American Stainless earn-out were estimated by applying the probability-weighted expected return method, using management's projection of pounds to be shipped and future price per unit. Each quarter-end, the Company re-evaluates its assumptions for all earn-out liabilities and adjusts to reflect the updated fair values. Changes in the estimated fair value of the earn-out liabilities are reflected in the results of operations in the periods in which they are identified. Changes in the fair value of the earn-out liabilities may materially impact and cause volatility in the Company's operating results.

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~The following table presents a summary of changes in fair value of the Company's earn-out liabilities during the period:~~

MUSA-Stainless MUSA-Galvanized ASTI Total
Balance at December 31, 2018 $ 4,251,584
$ 3,357,800
$ —
$ 7,609,384
Fair value of the earn-out liability associated with the American Stainless acquisition —
—
6,366,324
6,366,324
Earn-out payments during the period (784,852 ) (378,649 ) (618,359 ) (1,781,860 )
Changes in fair value during the period (192,065 ) (473,000 ) 263,780
(401,285 )
Balance at June 30, 2019 $ 3,274,667
$ 2,506,151
$ 6,011,745
$ 11,792,563

~~For the six-month period ended June 30, 2018, the Company recorded a $2,461,658 charge related to changes in the fair value of the MUSA-Stainless earn-out liability.~~

There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the three and six-month period ended June 30, 2019 or year ended December 31, 2018. During the first six months of 2019, there have been no changes in the fair value methodologies used by the Company.

9.13: Acquisitions

Acquisition of the Assets and Operations of American Stainless Tubing, Inc.

On January 1, 2019, the Company's wholly-owned subsidiary, ASTI Acquisition, ~~LLC, a North Carolina limited liability company (“ASTI”~~LLC. (now American Stainless Tubing, LLC.) ("ASTI"), completed the ~~purchase~~acquisition of substantially all of the assets ~~and operations~~ of American Stainless Tubing, Inc.~~, a North Carolina corporation~~ ("American Stainless")~~, in Statesville and Troutman, North Carolina.~~. The purchase price for the all-cash acquisition was ~~$21,895,409,~~$21.9 million, subject to a post-closing working capital adjustment. The Company funded the acquisition with a new five-year ~~$20,000,000~~$20 million term note and a draw against its asset-based line of credit (see Note ~~10)~~6).

The transaction is accounted for using the acquisition method of accounting for business combinations. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. ~~Accordingly,~~During the third quarter of 2019, the Company finalized the purchase price allocation offor the consideration transferred in the unaudited condensed consolidated financial statements is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. Such adjustments could be significant. The final valuation is expected to be completed as soon as practicable but no later than twelve months after the closing date of theAmerican Stainless acquisition.

The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets is reflected as goodwill. Goodwill consists of manufacturing cost synergies expected from combining American Stainless' production capabilities with the Metals Segment current operations. All of the goodwill recognized was assigned to the Company's Metals Segment and is expected to be deductible for income tax purposes.

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

American Stainless will receive quarterly earn-out payments for a period of three years following closing. Pursuant to the asset purchase agreement between ASTI and American Stainless, earn-out payments will equate to six and one-half percent (6.5 percent) of ASTI’s revenue over the three-year earn-out period. In determining the appropriate discount rate to apply to the contingent payments, the risk associated with the functional form of the earn-out, and the credit risk associated with the payment of the earn-out were all considered. The fair value of the contingent consideration was estimated by applying the probability weighted expected return method using management's estimates of pounds to be shipped and future price per unit.

During the second quarter of 2019, management identified circumstances that existed on the date of acquisition and as a result, revised the ~~initial estimate~~purchase price allocation of ~~the fair value of the contingent consideration, resulting in an increase to the earn-out liability of $218,094. Because this adjustment was determined within~~certain acquired assets and liabilities as allowable during the measurement period, goodwill was increased by $218,094. At June 30, 2019 the fair value of the contingent consideration totaled $6,011,745 with $2,802,828 of this liability classified as a current liability since the payments will be made quarterly.

The fair value assigned to the customer list intangible will be amortized on an accelerated basis over 15 years. During the second quarter of 2019, management revised the initial estimate of the fair value of the customer list intangible asset, resulting in a decrease

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~to the customer list intangible asset of $496,000. Because this adjustment was determined within the measurement period, goodwill was increased by $496,000.~~period.

The following table shows the initial estimate of value ~~as reported at March 31, 2019~~ and revisions made during ~~the second quarter of~~ 2019:


	Initial estimate			Revisions			Revised estimate
(in thousands)										Initial estimate			Revisions			Final
Inventories	$	5,564,000		$	—		$	5,564,000		$	5,564		$	—		$	5,564
Accounts receivable	3,533,921			—			3,533,921			3,534			—			3,534
Other current assets - production and maintenance supplies	605,613			—			605,613			605			—			605
Property, plant and equipment	2,793,173			—			2,793,173			2,793			—			2,793
Customer list intangible	10,000,000			(496,000		)	9,504,000			10,000			(496		)	9,504
Goodwill	7,043,534			714,094			7,757,628			7,044			714			7,758
Contingent consideration (earn-out liability)	(6,148,230		)	(218,094		)	(6,366,324		)	(6,148		)	(218		)	(6,366		)
Accounts payable	(1,400,009		)	—			(1,400,009		)	(1,400		)	—			(1,400		)
Other liabilities	(96,593		)	—			(96,593		)	(97		)	—			(97		)
	$	21,895,409		$	—		$	21,895,409		$	21,895		$	—		$	21,895

ASTI's results of operations ~~since acquisition~~ are reflected in the Company's ~~consolidated statements of operations as follows:~~

Three Months Ended Six Months Ended
June 30, 2019
June 30, 2019
Net sales $ 8,557,027
$ 18,070,247
Income before income taxes 992,041
1,099,163

~~For the three and six-month periods ended June 30, 2019, cost of sales included~~ ~~$1,147,000representing the fair value above predecessor cost associated with acquired inventory that was sold during the quarter.~~

The following unaudited pro-forma information is provided to present a summary of the combined results of the Company's operations with ASTI as if the acquisition had occurred on January 1, 2018. The unaudited pro-forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above.

Pro-Forma
Three Months Ended Six Months Ended
June 30, 2018
June 30, 2018
Pro-forma net sales $ 81,083,582
$ 148,090,359
Pro-forma net income $ 3,776,621
$ 6,984,743
Earnings per share:
Basic $ 0.43
$ 0.80
Diluted $ 0.42
$ 0.79

~~Pro-forma net income was reduced for the following:~~

~~Amortization of American Stainless’ customer list intangible of $281,499 and $594,000 for the three and six months June 30, 2018, respectively;~~

~~Synalloy Corporation~~

~~Notes to~~ Condensed Consolidated ~~Financial~~ Statements ~~(Unaudited)~~

~~Additional rent expense related to the Company’s lease~~ of ~~American Stainless’ real estate from Store Capital of $121,450 and $242,899 for the three and six months ended June 30, 2018, respectively;~~

~~An estimated~~Operations. The amount of ~~interest expense associated with the additional borrowings to fund the American Stainless acquisition of $201,192~~ASTI's net sales and ~~$412,162 for the three and six months ended June 30, 2018, respectively;~~

~~Depreciation of$71,150~~ ~~and~~ ~~$112,402for the three and six months ended June 30, 2018, respectively, related to the incremental fair value above historical cost for acquired property, plant and equipment; and~~

~~A increase~~income before income taxes included in the ~~provision for income taxes~~Condensed Consolidated Statements of Operations for the three months ended ~~June 30, 2018~~March 31, 2020 was $7.6 million and ~~a decrease~~$0.3 million, respectively. The amount of ASTI's net sales and income before income taxes included in the ~~provision for income taxes~~Condensed Consolidated Statements of ~~$143,013~~Operations for the ~~six~~three months ended ~~June 30, 2018 related to the impact of the other pro-forma adjustments~~March 31, 2019 was $9.5 million and ~~American Stainless' previous status as a pass-through entity for income tax purposes prior to the acquisition.~~

~~Acquisition of the Galvanized Pipe and Tube Assets of Marcegaglia USA, Inc.~~

On July 1, 2018, Bristol Metals, LLC ("BRISMET"), a subsidiary of the Company's Metals Segment, acquired Marcegaglia USA, Inc.'s ("MUSA") galvanized tube assets and operations ("MUSA-Galvanized") located in Munhall, PA. The purchase price for the transaction totaled $10,378,281. The assets purchased and liabilities assumed from MUSA include accounts receivable, inventory, equipment, and accounts payable.

~~10. Long-term Debt~~

On December 20, 2018, the Company amended its Credit Agreement with its bank to refinance and increase its Line of Credit (the "Line") from $80,000,000 to $100,000,000 and to create a new 5-year term loan in the principal amount of $20,000,000 (the “Term Loan”). The Term Loan was used to finance the purchase of substantially all of the assets of American Stainless (see Note 9). The Term Loan’s maturity date is February 1, 2024 and shall be repaid in 60 consecutive monthly installments. Interest on the Term Loan is calculated using the One Month LIBOR Rate (as defined in the Credit Agreement), plus 1.90 percent. The Line will be used for working capital needs and as a source for funding future acquisitions. The maturity date of the Line has been extended to December 20, 2021. Interest on the Line remains unchanged and is calculated using the One Month LIBOR Rate, plus 1.65 percent. Borrowings under the Line are limited to an amount equal to a Borrowing Base calculation that includes eligible accounts receivable and inventory. As of June 30, 2019, the Company had $20.0$0.1 million, ~~of remaining available capacity under its line of credit.~~

Pursuant to the Credit Agreement, the Company is subject to certain covenants including maintaining a minimum fixed charge coverage ratio, maintaining a minimum tangible net worth, and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. At June 30, 2019, the Company was in compliance with all debt covenants.respectively.

~~11. Contingencies~~

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

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

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

Note 14: Shareholders' Equity

~~12. Leases~~

~~Adoption of ASC Topic 842, "Leases"~~

On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company's portfolio of leases contains both finance and operating leases that relate primarily to real estate agreements and manufacturing equipment agreements. Substantially all of the value of the Company's lease portfolio relates to a real estate master lease agreement with Store Master Funding XII, LLC, an affiliate of Store Capital Corporation ("Store") that was entered into in 2016 and amended with the 2018 MUSA-Galvanized and 2019 American Stainless acquisitions. As of June 30, 2019, operating lease liabilities related to the master lease agreement with Store totaled $37,053,119, or 97 percent of the total lease liabilities on the accompanying condensed consolidated balance sheet.

~~Practical Expedients and Elections~~

The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also elected to combine lease and non-lease components and elected the short-term lease recognition exemption for all leases that qualify.

~~Deferred Gain on Sale Leaseback~~

On January 1, 2019, the Company recorded cumulative-effect adjustments to increase equity and deferred tax assets totaling $4,622,500 and $1,310,850, respectively, related to the derecognition of the deferred gain on its sale leaseback, consistent with transition guidance set forth in ASC 842-10-65-1.

~~Discount Rate~~

To determine the present value of minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the "incremental borrowing rate" or "IBR"). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, treasury rates for five years, 10 years, and 30 years were used as they cover the periods of the leases. The Company additionally used the Damodaran Credit Rating Model, which assesses a credit rating based on the interest coverage ratio and relates this to credit ratings of other large public manufacturers. Inputs required include EBIT, interest expense, future minimum lease payments, outstanding debt, and a reference rate. Based on this assessment of the aforementioned qualitative and quantitative factors, the Company determined that 7.32 percent was an appropriate incremental borrowing rate to apply to its portfolio of real-estate operating leases. The Company elected to utilize a single discount rate for its portfolio of operating leases because of similar lease characteristics; the resulting calculation does not differ materially from applying the standard to the individual leases.

~~Weighted average discount rates for operating and finance leases are as follows:~~



~~Operating Leases~~	~~7.32~~	%
~~Finance Leases~~	~~11.88~~	%

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~Balance Sheet Presentation~~

~~Operating and finance lease amounts included in the Consolidated Balance Sheet are as follows:~~

Financial Statement Line Item Classification June 30, 2019
Right-of-use assets, operating leases Assets $ 36,428,751
Right-of-use assets, finance leases Assets 488,347
Current lease liabilities, operating leases Current liabilities 3,526,011
Current lease liabilities, finance leases Current liabilities 248,589
Non-current lease liabilities, operating leases Non-current liabilities 34,139,854
Non-current lease liabilities, finance leases Non-current liabilities 457,933

~~Total Lease Cost~~

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

Three Months Ended Six Months Ended
June 30, 2019 June 30, 2019
Operating lease cost $ 1,027,998
$ 2,055,996
Finance lease cost:
Amortization of right-of-use assets 43,714
87,428
Interest on finance lease liabilities 22,147
45,864
Total lease cost $ 1,093,859
$ 2,189,288

Amortization of assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent.

~~Maturity of Leases~~

~~The amounts of undiscounted future minimum lease payments under leases as of June 30, 2019 are as follows:~~

Operating Finance
2019 (excluding the six months ending June 30, 2019) 1,754,079
$ 153,993
2020 3,562,092
329,534
2021 3,635,376
335,462
2022 3,672,731
11,998
2023 3,563,383
—
Thereafter 52,188,270
—
Total undiscounted minimum future lease payments 68,375,931
830,987
Imputed Interest 30,710,066
124,465
Total lease liabilities recorded as of June 30, 2019 $ 37,665,865
$ 706,522

~~Additional Information~~

~~Weighted average remaining lease terms for operating and finance leases as of June 30, 2019 are as follows:~~



~~Operating Leases~~	~~204 months~~
~~Finance Leases~~	~~30 months~~

~~During the six-month period ended June 30, 2019, right-of-use assets obtained in exchange for new operating lease liabilities totaled $4,900,243.~~

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

On January 1, 2019, the Company and Store, entered into an Amended and Restated Master Lease Agreement (the “Master Lease”), pursuant to which the Company leases the Statesville and Troutman, NC facilities, purchased by Store from American Stainless on January 1, 2019, for the remainder of the initial term of 20 years set forth in the Master Lease, with two renewal options of ten years each. Because the Company is reasonably certain to not exercise these renewal options, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The Master Lease includes a rent escalator equal to the lesser of 1.25 times the percentage increase in the Consumer Price Index since the previous increase or 2 percent.

~~Undiscounted future minimum lease payments under non-cancellable operating and capital leases as of December 31, 2018 accounted for under ASC 840 "Leases"~~ ~~were as follows:~~

Operating Capital
2019 $ 3,207,053
$ 354,299
2020 3,243,694
329,534
2021 3,238,745
335,462
2022 3,224,810
11,998
2023 3,102,815
—
Thereafter 45,337,403
—
Total undiscounted minimum future operating lease payments

1,031,293
Imputed Interest

164,826
Total lease liabilities recorded as of December 31, 2018 $ 866,467

~~13. Goodwill and Intangible Assets~~

As a result of the January 1, 2019 American Stainless acquisition, the Company recognized $7,757,628 in Goodwill for the excess of consideration transferred over the fair value of the acquired net tangible and identifiable intangible assets.

The Company also recorded a $9,504,000 intangible asset on a preliminary basis for the fair value of the customer relationships that were acquired, to be amortized on an accelerated basis over 15 years.

~~The balance of intangible assets subject to amortization at June 30, 2019 and December 31, 2018 is as follows:~~

June 30, 2019 December 31, 2018
Intangible assets, gross $ 32,126,000
$ 22,622,000
Accumulated amortization of intangible assets (14,668,672 ) (12,925,888 )
Intangible assets, net $ 17,457,328
$ 9,696,112

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

Remainder of 2019 $ 1,776,229
2020 3,296,195
2021 3,104,819
2022 2,790,361
2023 1,245,083
2024 1,083,974
Thereafter 4,628,111

~~Synalloy Corporation~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~14.~~ Stock Repurchase Program

On February 21, 2019, the Board of Directors authorized a stock repurchase program for up to 850,000 shares of its outstanding common stock over ~~twenty-four~~24 months. The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted.

During the ~~six-month period~~three months ended ~~June 30,~~March 31, 2020, the Company purchased 59,617 shares under the stock repurchase program at an average price of approximately $10.65 per share for an aggregate amount of $0.6 million. During the three months ended March 31, 2019, the Company ~~did not purchase any~~purchased no shares under the stock repurchase program.

As of March 31, 2020, the Company has 790,383 shares of its share repurchase authorization remaining.

Shareholder Rights Plan

On March 31, 2020, the Board of Directors unanimously authorized the adoption of a limited duration shareholder rights plan expiring on March 31, 2021 and an ownership trigger threshold of 15%. In connection with the shareholder rights plan, the Board of Directors authorized and declared a dividend of one right (each, a "Right") for each outstanding share of the Company's common stock, par value $1.00 per share ("Common Stock") to stockholders of record at the close of business on April 10, 2020 (the "Record Date"). The complete terms of the Rights are set forth in a Rights Agreement dated as of March 31, 2020 (the "Rights Agreement"), by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Rights will become exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company's outstanding

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Common Stock or announces a tender or exchange offer that would result in beneficial ownership of 15% or more of the Company's Common Stock. Each Right would entitle the holder to purchase from the Company one half of one share of Common Stock at a purchase price of $22.50 per right, subject to adjustments (equivalent to $45.00 for each whole share of Common Stock).

The plan also includes an exchange option. If a person or group acquires beneficial ownership of 15% or more, but less than 50%, of the outstanding Common Stock, the Board of Directors may at its option exchange the rights in whole or in part for shares of the Company's Common Stock. Under this option, the Company would exchange each Right in whole or in part, at an exchange ratio of one share of Common Stock per Right. If the Company does not then have a sufficient number of shares of its Common Stock the Company will take all such action as necessary to authorize additional shares of Common Stock. This exchange would not apply to shares held by the person or group that acquired beneficial ownership of 15% or more of the Company's Common Stock.

If, after the rights have become exercisable, the Company merges or otherwise combines with another entity, or sells assets constituting more than 50% of its assets or producing more than 50% of its earning power or cash flow, each right will entitle its holder to purchase for $22.50, subject to adjustments, a number of the acquiring party's common shares having a market value of twice that amount.

In the event the Company receives a Qualifying Offer (as defined by the Rights Agreement) and the Company does not redeem the outstanding Rights, the Company may exempt such Qualifying Offer from the Rights Agreement, or call a special meeting of stockholders to vote on whether or not to exempt such Qualifying Offer from the Rights Agreement, in each case within 90 days of the commencement of the Qualifying Offer (the "Board Evaluation Period"), the holders of record of 10% or more of the outstanding Common Stock may submit a written demand directing the Board of Directors to propose a resolution by exempting the Qualifying Offer from the Rights Agreement to be voted upon at a special meeting to be convened within 90 days following the last day of the Board Evaluation Period (the "Special Meeting Period"). The Board of Directors must take the necessary actions to cause such resolution to be submitted to a vote of stockholders at a special meeting within the Special Meeting Period; however, the Board of Directors may recommend in favor or against or take no action with respect to the adoption of the resolution, as it determines to be appropriate in the exercise of the Board of Directors' fiduciary duties.

If a shareholder beneficially owns 15% or more of the Company's Common Stock at the time of adoption of the plan, such shareholder's ownership will be grandfathered, but the rights will become exercisable if such shareholder subsequently increases its ownership by one share.

The Company's shareholder rights plan will not prevent, nor is it intended to prevent, a takeover of the Company. Because the rights may be redeemed by the Board of Directors under certain circumstances, they should not interfere with any merger or other business combination approved by the Board of Directors. The issuance of the rights plan has no dilutive effect, does not affect reported earnings per share and does not change the way the Company's Common Stock is currently traded.

Note 15: Revenues

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

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



	Three months ended March 31,
(in thousands)	2020		2019
Fiberglass and steel liquid storage tanks and separation equipment	$	3,419	$	9,829
Heavy wall seamless carbon steel pipe and tube	7,314		8,587
Stainless steel pipe and tube	43,728		45,995
Galvanized pipe and tube	6,203		6,692
Specialty chemicals	14,033		13,701
Net sales	$	74,697	$	84,804

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its stand-alone selling price and revenue is recognized as each performance obligation is satisfied. The

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

Company generally determines stand-alone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin.

Note 16: Subsequent Events

On April 2, 2020, the Company announced it has decided to suspend manufacturing operations at its Palmer of Texas Tanks, Inc. ("Palmer") business, effective April 1, 2020, given the unprecedented impact the COVID-19 pandemic is having on the oil and gas industry, and particularly the Permian Basin. The Company will maintain a small group of employees at the facility until further notice and hopes to resume manufacturing operations at Palmer when pricing and demand in the oil and gas industry and the Permian Basin normalize.

On April 2, 2020, the Board of Directors announced its commitment to engage a leading independent financial advisor to conduct a comprehensive review of strategic alternatives once there is stabilization from the current market volatility and macroeconomic disruption related to the global health pandemic caused by COVID-19. The review of strategic alternatives will consider all options, including a sale of all or parts of the Company, as well as continued governance and Board of Directors composition enhancements, balance sheet and business optimization and management succession in the event that a liquidity event does not take place.

There are many uncertainties regarding the COVID-19 pandemic, and the Company is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, employees and supply chain. The ability of our employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, and as a result, may impact our production throughout our supply chain and constrict sales channels. Our customers may be directly impacted by business curtailments or weak market conditions and may not be able to fulfill their contractual obligations. Our bank credit agreement requires that we maintain certain financial and other covenants. Events resulting from the effects of the COVID-19 outbreak may negatively affect our ability to comply with these covenants, which could lead us to seek amendment or waivers from our lenders, limit access to or require accelerated repayment of our existing credit facilities, or require us to pursue alternative financing arrangements. We are unable to predict the the impact that COVID-19 will have on the Company's financial position and operating results due to numerous uncertainties, however, the rapidly developing COVID-19 pandemic has generated significant uncertainty in the economy and the Company's outlook for the remainder of 2020 and could have a material adverse impact on our results of operations, financial condition, and liquidity. The Company will continue to assess the evolving impact of the COVID-19 pandemic and intends to make appropriate adjustments to its responses accordingly.

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

This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity, and capital resources during the three months ended March 31, 2020, and March 31, 2019. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the Annual Report), as well as the condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) contained in this report. Unless otherwise specified, all comparisons made are to the corresponding period of 2019. This discussion and analysis is presented in five sections:

Business Overview

Results of Operations and Non-GAAP Financial Measures

Liquidity and Capital Resources

Off-Balance Sheet Arrangements and Contractual Obligations

Significant Accounting Policies and Estimates

Business Overview

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

The Company's business is divided into two reportable operating segments, the Metals Segment and the Specialty Chemicals Segment. The Metals Segment operates as three reporting units, all International Organization for Standardization ("ISO") certified manufacturers, including Welded Pipe & Tube Operations, a unit that includes Bristol Metals, LLC ("BRISMET") and American Stainless Tubing, LLC ("ASTI"), which began operations effective January 1, 2019 pursuant to the American Stainless acquisition (see Note 13 to the Condensed Consolidated Financial Statements), Palmer, and Specialty Pipe & Tube, Inc. ("Specialty"). Welded Pipe & Tube Operations manufactures stainless steel, galvanized, ornamental stainless steel tubing, and other alloy pipe and tube. Palmer manufactures liquid storage solutions and separation equipment. Specialty is a master distributor of seamless carbon pipe and tube. The Metals Segment's markets include the oil and gas, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste water treatment, liquid natural gas ("LNG"), brewery, food processing, petroleum, pharmaceutical, automotive & commercial transportation, appliance, architectural, and other heavy industries. The Specialty Chemicals Segment operates as one reporting unit which includes Manufacturers Chemicals, LLC ("MC"), a wholly-owned subsidiary of Manufacturers Soap and Chemical Company ("MS&C"), and CRI Tolling, LLC ("CRI Tolling"). The Specialty Chemicals Segment produces specialty chemicals for the chemical, paper, metals, mining, agricultural, fiber, paint, textile, automotive, petroleum, cosmetics, mattress, furniture, janitorial and other industries. MC manufactures lubricants, surfactants, defoamers, reaction intermediaries and sulfated fats and oils. CRI Tolling provides chemical tolling manufacturing resources to global and regional chemical companies and contracts with other chemical companies to manufacture certain, ~~significant~~pre-defined products.

COVID-19 Update

We are closely monitoring the impact of the outbreak of COVID-19 on all aspects of our business, including the impacts to our customers, employees and supply chain. While COVID-19 did have an adverse effect on our reported results for the first quarter, specifically with the suspension of operations at our Palmer facility, we are unable to predict the ultimate impact it may have on our business, future operations, financial position or cash flows. The extent that our operations may be impacted by the COVID-19 pandemic will depend on future developments, which are highly uncertain and cannot be accurately predicted, including the severity of the outbreak and continued actions by government authorities to contain and treat the outbreak. See Part II - Item 1A, "Risk Factors," included herein for updates to our risk factors ~~that affected~~regarding risks associated with the ~~Company during the second quarter and six-month periods ended June 30, 2019.~~COVID-19 pandemic.

Results of Operations

Consolidated Performance Summary

Consolidated net sales for the ~~second~~first quarter of ~~2019~~2020 were ~~$78.8 million. This represents an increase~~$74.7 million representing a decrease of ~~$6.9~~$10.1 million or ~~9.6 percent~~11.9% when compared to net sales for the ~~second~~first quarter of ~~2018. Excluding the net sales of ASTI and Munhall-Galvanized, net sales for the second quarter of 2019 decreased $7.9 million, or 11.0 percent compared to net sales for the second quarter of 2018.~~

~~Consolidated net~~2019. The decrease in sales for the first ~~six months~~quarter was driven by our Metals Segment,

which had a decrease of $10.4 million over the first quarter of 2019, ~~were $163.6~~partially offset by a $0.3 million an increase ~~of $33.2 million or 25.5 percent from~~in the ~~first six months of 2018. Excluding~~Specialty Chemicals Segment. Changes in operating performance are described in more detail below in the ~~net sales of ASTI and Munhall-Galvanized, net sales for the first six months of 2019 increased $2.2 million, or 1.7 percent compared to net sales for the second quarter of 2018.~~Segment discussions.

For the ~~second~~first quarter of ~~2019,~~2020, the Company recorded a net loss of ~~$0.3~~$1.2 million, or ~~$0.03~~$0.13 diluted loss per ~~diluted~~ share, compared to a net ~~income~~loss of ~~$3.7~~$0.9 million, or ~~$0.41~~$0.10 diluted loss per ~~diluted~~ share for the ~~second~~first quarter of ~~2018. Excluding the financial results~~2019.

The first quarter of ~~ASTI and Munhall-Galvanized, net income~~2020 was negatively impacted by mark-to-market valuation losses on investments in equity securities totaling $0.9 million compared to gains on investment in equity securities of $0.3 million for the ~~second~~first quarter of 2019, ~~decreased $4.5 million, or 121.8 percent compared to net income for the second quarter of 2018. The second quarter of 2019 was negatively impacted by~~as well as inventory price change losses which, on a pre-tax basis, totaled ~~$1.8~~$0.4 million, compared to a ~~$1.1~~$3.4 million ~~gain~~loss in the ~~second~~first quarter of ~~2018.~~2019.

~~For~~The first quarter of 2020 consolidated gross profit decreased 17.7% to $7.2 million, or 9.6% of sales, compared to $8.7 million, or 10.2% of sales in the first ~~six months~~quarter of ~~2019, net loss was $1.2 million, or $0.13 loss per diluted earnings per share. This compares~~2019. The decrease in dollars and percentage of sales were attributable to ~~net income of $7.5 million, or $0.85 per diluted earnings per share~~the Metals Segment as discussed below.

Consolidated selling, general, and administrative expense for the first ~~six months~~quarter of ~~2018. Excluding~~2020 decreased by $1.1 million to $7.8 million or 10.4% of sales compared to $8.9 million, or 10.5% of sales in the ~~financial results~~first quarter of ~~ASTI and Munhall-Galvanized, net income~~2019. The most significant decreases for the first ~~six months~~quarter of ~~2019 decreased $9.5~~2020 compared the same period in the prior year resulted from salaries and benefits ($0.4 million ~~or 127.5 percent compared to net income for~~lower in the first ~~six months of 2018. The first six months of 2019 were negatively impacted by inventory price change losses which, on a pre-tax basis, totaled $5.2~~quarter); stock-based compensation ($0.3 million ~~compared to a $3.5 million gain for~~lower in the first ~~six months of 2018.~~

~~Impact of 2019 and 2018 Acquisitions on Financial Results~~

~~The second quarter and~~quarter); professional fees ($0.1 million lower in the first ~~six months of 2019 include financial results~~quarter); and amortization expense ($0.1 million lower in the ~~Company's Metals Segment related to the MUSA-Galvanized acquisition (which closed on July 1, 2018) as follows:~~


a.	~~For the second quarter of 2019, net sales for Munhall-Galvanized totaled $6.2 million, with pre-tax loss of $0.2 million.~~


b.	~~For the first six months of 2019, net sales for Munhall-Galvanized totaled $12.9 million, with pre-tax income of $0.2 million.~~

The second quarter and the first six months of 2019 include financial results in the Company's Metals Segment related to the American Stainless acquisition (which closed on January 1, 2019) as follows:


a.	~~For the second quarter of 2019, net sales for ASTI totaled $8.6 million, with pre-tax income of $1.0 million.~~


b.	~~For the first six months of 2019, net sales for ASTI totaled $18.1 million, with pre-tax income of $1.1 million.~~

~~For ASTI, the first six months of 2019 include amortization of acquisition fair value markup of inventory totaling $1.3 million and other acquisition related one-time costs totaling $46,100.~~

quarter).

Metals Segment

The Metals Segment's net sales for the ~~second~~first quarter of ~~2019~~2020 totaled ~~$64.5~~$60.7 million, ~~an increase~~a decrease of ~~$8.1~~$10.4 million or ~~14.4 percent~~14.7% from the first quarter of 2019.

The most significant factor in the decline relates to a $6.4 million decline in sales for Palmer. As indicated in our April 2, 2020 press release, production has been curtailed indefinitely due to the COVID-19 pandemic's devastating impact on the global oil and gas industry, including operations in the Permian Basin. At the time of the curtailment, Palmer had approximately $1.0 million of tanks completed and to be shipped during the second quarter of ~~2018. Excluding~~2020. Synalloy will evaluate increasing production at Palmer when the ~~net~~COVID-19 pandemic is over and the oil and gas industry in the Permian Basin returns to normalized pricing and demand levels.

Net sales ~~of ASTI and Munhall-Galvanized, Metals Segment net sales~~decrease for the ~~second~~first quarter of 2020 compared to the first quarter of 2019 ~~decreased $6.7 million, or 11.8 percent, compared to net sales for the second quarter of 2018.~~

Net sales for the first six months of 2019 were $135.6 million, an increase of $33.7 million or 33.1 percent from the first six months of 2018. Excluding the net sales of ASTI and Munhall-Galvanized, Metals Segment net sales for the first six months of 2019 increased $2.7 million, or 2.7 percent, compared to net sales for the first six months of 2018.

Sales of seamless carbon pipe and tube were down 20.2 percent from last year’s second quarter. Storage tank and vessel sales increased 13.0 percent over last year’s second quarter. Excluding ASTI and Munhall-Galvanized, pipe and tube sales were down 15.8 percent from the second quarter of 2018.

~~Sales for the second quarter and first six months of 2019 compared to the prior year are~~is summarized as follows:

Sales increase (decrease) from prior year period
$ %
Average selling price ⁽¹⁾
Units
shipped
Second quarter
Storage tank and vessel $ 1,175,429
13.0% 27.7% (14.7)%
Seamless carbon steel pipe and tube (1,700,507 ) (20.2)% (1.5)% (18.7)%
Stainless steel pipe - Excluding ASTI (6,146,625 ) (15.8)% (13.7)% (2.1)%
Stainless steel pipe - ASTI 8,557,027
n/a n/a n/a
Galvanized pipe 6,243,570
n/a n/a n/a
Total second quarter change $ 8,128,894

First six months
Storage tank and vessel $ 5,228,612
35.2% 28.6% 6.6%
Seamless carbon steel pipe and tube (1,546,615 ) (9.2)% 5.3% (14.5)%
Stainless steel pipe - Excluding ASTI (948,323 ) (1.4)% (3.3)% 1.9%
Stainless steel pipe - ASTI 18,070,247
n/a n/a n/a
Galvanized pipe 12,935,805
n/a n/a n/a
Total first six months change $ 33,739,726



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

Fiberglass and steel liquid storage tanks and separation equipment	$	(6,410	)	(65.2)%	0.7%	(65.5)%
Heavy wall seamless carbon steel pipe and tube	(1,273		)	(14.8)%	(8.4)%	(7.1)%
Stainless steel pipe and tube	(2,267		)	(4.9)%	(7.9)%	(4.2)%
Galvanized pipe and tube	(489		)	(7.3)%	(4.3)%	11.4%
Total decrease	$	(10,439	)

⁽¹⁾¹⁾Average price increases (decreases) for the ~~second~~first quarter of ~~2019~~2020 as compared to the ~~second~~first quarter of ~~2018~~2019 primarily relate to the following:

•Storage tank and vessels - slight product mix change to larger, more complex tanks;

Heavy wall Seamless carbon steel pipe and tube - ~~slight~~ decline ~~in pricing~~ based on ~~market conditions;~~lower mix of energy based sales, lower mill pricing and lessening impact of 232 tariffs;

•Stainless steel pipe ~~(excluding ASTI)~~and tube - pass through of input and cost changes related to:


a.	Alloy surcharges increase of approximately 5%; offset by,


b.	Base raw material input mill pricing, product mix and other competitive pricing, decrease of 13%; and,

a.~~Alloy surcharges decrease of two percent;~~

b.~~Base raw material input mill pricing, product mix and other competitive pricing, decrease of 11.7 percent.~~

For the overall Metals Segment, with the addition of the galvanized product line pricing (from the July 1, 2018 MUSA-Galvanized acquisition), pricing averages were impacted by the lower average selling prices of galvanized products as compared to other product lines in the Metals Segment. The inclusion of galvanized products lowered average pricing for the second quarter ended June 30, 2019 by 29 percent.

~~Average price increases for the first six months of 2019 as compared to the first six months of 2018 primarily relate to the following:~~

•~~Storage tank and vessels - product mix change to larger, more complex tanks;~~

~~Seamless carbon steel~~Galvanized pipe and tube - ~~slight~~primarily decline in indexed pricing ~~based on market conditions related to second quarter, offset by price increases related to pass through of tariffs implemented in the second quarter of 2018;~~

•~~Stainless steel pipe (excluding ASTI) - pass through of input and cost changes related to:~~

a.~~Alloy surcharges decrease of one percent;~~

b.~~Base raw material input mill pricing, product mix and other competitive pricing, decrease of 2.3 percent.~~

The Metals Segment's operating income decreased ~~$7.9~~$0.5 million, or 35%, to ~~$1.2~~$0.9 million for the ~~second~~first quarter of ~~2019~~2020 compared to ~~$9.1~~$1.4 million for the ~~second~~first quarter of 2018. For the first six months of 2019, operating income decreased for the Metals Segment by $12.5 million to an operating income of $2.6 million compared to operating income of $15.1 million for the same period of 2018.

2019. Current quarter operating results were affected by the following factors:

~~Nickel~~For nickel prices and resulting surcharges for 304 and 316 alloys, ~~ended~~ the ~~second~~first quarter of 2020 proved to be a much more favorable environment than the first quarter of 2019, ~~at continued low levels. The reduction in the nickel indices resulted in substantially lower selling prices in the second quarter, generating a~~with net ~~unfavorable operating impact of $1.8 million related to metal pricing. Compared to a period of rising nickel prices in the second quarter of 2018, which generated~~ metal pricing ~~gains~~losses of ~~$1.1 million, the second quarter of 2019 was unfavorable by $2.9~~only $0.4 million, compared to last year's $3.4 million in metal pricing losses. While the ~~second~~first quarter 2020 surcharges were approximately 18% lower than fourth quarter 2019 levels, committed order book pricing was much more in line with cost of goods sold than what was experienced in the first quarter of ~~2018;~~2019.

Operating profits for ~~welded~~ stainless steel pipe and tube and galvanized pipe and tube operations ~~declined~~for the first quarter of 2020, exclusive of $3.6 million in favorable metal pricing related to improved surcharge realization, decreased approximately ~~$5.3~~$2.6 million in the ~~second~~first quarter of ~~2019~~2020 compared to the prior year period. The ~~decline~~net decrease is primarily related to ~~the~~a decline in average pricing ~~declines outlined~~(excluding surcharges) of approximately 5.1%, totaling unfavorable $2.7 million in ~~our updated 2019 guidance issued on June 19, 2019. We are expecting some improvement~~margin and slightly higher operating costs at $0.6 million, offset by an increase in ~~pricing and~~volume of 5.7%, which generated improved margins for galvanized as hot-dipped galvanized input cost normalizes through the remainder of the year. However, our second half projections continue to include negative pricing impacts in stainless pipe, in line with an extended period of months during which we expect to eliminate excess inventories in the market;totaling $0.7 million.

~~The acquisition~~Heavy wall seamless carbon pipe and tube showed an decrease of ~~American Stainless increased second quarter of 2019 operating income by $1.2 million, with no comparable results~~7.1% pounds shipped, primarily in general industrial. In addition, lower pricing realizations in the ~~prior~~first quarter lowered the overall average selling price by 8.4%, lowering operating profit by approximately $0.9 million. We do expect overall seamless carbon pipe volumes to remain comparable to 2019 for the remainder of the current year, ~~period;~~with some declines in energy market-based sales offset by continued solar infrastructure and slightly higher general industrial sales.

~~Seamless carbon pipe and tube showed~~Profitability of Palmer declined $0.5 million on a ~~decline of 20.2 percent~~65% reduction in ~~sales, primarily~~volume related to ~~reduced energy~~the previously discussed collapse in oil and gas market ~~sales of larger diameter tube, lowering operating profit by approximately $1.1 million. We do expect energy market based sales to remain low for the remainder~~demand. The impact of the ~~year, but anticipate higher levels~~decline was substantially mitigated by proactive labor and operating cost reductions during the fourth quarter of ~~special projects, specifically in~~2019 and throughout the ~~alternative energy sector.~~first quarter.

Selling, general, and administrative expense decreased $0.8 million, or 13.6%, to $4.8 million for the first quarter of 2020 compared to the first quarter of 2019. The most significant decreases for the first quarter of 2020 compared the same period in the prior year resulted from salaries and benefits ($0.3 million lower in the first quarter); stock-based compensation ($0.1 million lower in the quarter); and amortization expense ($0.1 million lower in the quarter).

Specialty Chemicals Segment

Net sales for the Specialty Chemicals Segment in the ~~second~~first quarter of ~~2019~~2020 totaled ~~$14.3~~$14.0 million, representing a ~~$1.2~~$0.3 million, or ~~8.0 percent decrease~~2.4%, increase from the ~~second~~first quarter of ~~2018. Sales for the first six months of 2019 were $28.0 million, a decrease of $0.5 million or 1.9 percent from 2018 results.~~

2019. The decline of net sales belie the overall strength in Chemicals volumes sold, as pounds shipped increased by 6.5 percent and 10.5 percent for the comparisons to prior year for the second quarter and the first six months, respectively. The declineincrease in net sales during the first quarter is ~~simply a factor~~primarily attributable to higher demand for more value added contract manufactured products, with 10% higher average pricing than experienced in the first quarter of ~~more tolled product being shipped in 2019 compared~~2019.

During the first quarter of 2020 the Specialty Chemicals Segment experienced increased demand from the pulp and paper, asphalt and oil and gas market segments. Due to ~~2018, with tolled revenue not including material cost as a component.~~the COVID-19 pandemic’s impact on the Household, Industrial & Institutional and Sanitation supply chains, the Segment increased production of hand sanitizer and cleaning aids to help supply critical sanitation products.

Operating income for the Specialty Chemicals Segment for the ~~second~~first quarter of ~~2019~~2020 was ~~$0.9~~$0.5 million, a decrease of ~~$0.2~~$0.1 million, or 24.1%, from ~~the same quarter of 2018. While the product mix was slightly unfavorable compared to prior year, on a sequential basis, the result represents a 51.0 percent improvement in profit over~~ the first quarter of 2019. ~~For~~The decline in operating income is directly related to slightly unfavorable manufacturing absorption in tolled product manufacturing as a decline in tolled pounds of 15% compared to the first ~~six months~~quarter of 2019 ~~operating income for the Specialty Chemicals Segment was $1.5~~generated lower equipment utilization and higher average cost of sales.

Selling, general, and administrative expense decreased $0.1 million, ~~compared~~or 11.3%, to ~~operating income of $2.0~~$1.1 million for the ~~same period~~first quarter of ~~2018. The prior year's~~2020 compared to the first ~~six months included a one-time claim settlement gain~~quarter of ~~$0.3 million.~~

2019 driven by decreases in salaries and benefits and stock-based compensation expense.

Other Items

Unallocated corporate expenses for the ~~second~~first quarter of ~~2019~~2020 decreased $0.3 million, or ~~12.4 percent~~12.5% to ~~$1.9~~$2.0 million ~~(2.5~~(2.7 percent of sales) compared to ~~$2.2~~$2.3 million ~~(3.1~~(2.7 percent of sales) for the same period in the prior year comparative period. The ~~second~~first quarter decrease resulted primarily from lower stock compensation expense and professional fees employee benefits and incentive bonus expense. For the first six months of 2019, unallocated corporate expenses increased $0.5 million or 14.2 percent to $4.3 million (2.6 percent of sales) from $3.7 million (2.9 percent of sales) in the ~~prior year comparative~~ period. ~~For the first six months of 2019, the increase to unallocated corporate expenses resulted primarily from higher professional fees and stock option expense.~~

Acquisition costs were $32,400 for the second quarter of 2019 ($12,300 recorded in Metals Segment Cost of Sales and $20,100 in unallocated SG&A), resulting from costs associated with the January 1, 2019 American Stainless acquisition. This compares to $0.7 million in acquisition cost ($0.7 million in unallocated SG&A and $31,100 in Metals Segment Cost of Sales) during the second quarter of 2018, which resulted primarily from costs associated with the Bristol Metals-Munhall galvanized acquisition.

Interest expense was ~~$1.0~~$0.7 million and ~~$0.4 million for the second quarters of 2019 and 2018, respectively. Interest expense was $2.0 million and $0.7~~$1.0 million for the first ~~six months~~quarter of ~~2019~~2020 and ~~2018,~~2019, respectively. The ~~increase~~decrease was related to ~~higher~~lower average debt outstanding in the ~~second~~first quarter ~~and~~of 2020 compared to the first ~~six months~~quarter of ~~2019, as additional borrowings were primarily related to acquisitions and to support increased working capital requirements.~~2019.

The effective tax rate was ~~35.0 percent~~54.0% and ~~31.5 percent~~30.5% for the three months ended March 31, 2020 and ~~six-month periods ended June 30, 2019.~~March 31, 2019, respectively. The ~~June 30, 2019~~March 31, 2020 effective tax rate was ~~higher~~lower than the statutory rate of ~~21.0 percent~~21.0% due to ~~state taxes, net of the federal benefit, and~~ discrete tax benefits on our stock compensation ~~plans.~~plan and tax benefits associated with the CARES Act.

The effective tax rate was 21.0 percent and 21.3 percent for the three and six-month periods ended June 30, 2018, respectively. The Company’s effective tax rate was approximately equal to the U.S. statutory rate of 21.0 percent.

The Company's cash balance decreased ~~$2.2~~$0.6 million to ~~$23,800~~$22,000 as of ~~June 30, 2019~~March 31, 2020 compared to ~~$2.2~~$0.6 million at December 31, ~~2018.~~2019. Fluctuations affecting cash flows during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 were comprised of the following:

Net inventories decreased ~~$3.8~~$1.0 million at ~~June 30, 2019~~March 31, 2020 when compared to December 31, ~~2018,~~2019, mainly due to ~~efforts to~~a favorable balance inventory with projected business levels. Excluding the impact of ASTI acquired inventory, the Company generated $8.5 million of operating cash flows from the relief of inventory during the six months ended June 30, 2019.between first quarter shipments and raw material replenishments. Inventory turns increased slightly from ~~1.81~~1.62 turns at December 31, ~~2018,~~2019, calculated on a three-month average basis, to ~~1.89~~1.78 turns at ~~June 30, 2019;~~March 31, 2020;

Accounts payable increased ~~$3.9~~$5.7 million as of ~~June 30, 2019~~March 31, 2020 as compared to December 31, ~~2018. The majority of~~2019, primarily due to higher metal purchases in the ~~increase is related~~first quarter compared to ~~levels of purchasing activity near~~ the ~~end of the quarter, including second quarter receipts of inventory that were still unpaid on normal terms at the end of the~~fourth quarter. Accounts payable days outstanding were approximately 3332 days at ~~June 30, 2019~~March 31, 2020 compared to 3731 days at December 31, ~~2018;~~2019;

Net accounts receivable increased ~~$2.6~~$7.1 million at ~~June 30, 2019~~March 31, 2020 as compared to December 31, ~~2018, which~~2019, due primarily ~~resulted from~~to improved business activity, as first quarter sales levels improved by 10% over the ~~addition~~fourth quarter of ASTI’s sales and receivables following the January 1, 2019 acquisition, offset partially by a reduction in days outstanding of four days due to better collection experience at the end of the second quarter.2019. Days sales outstanding, calculated using a ~~six-month~~three-month average basis, ~~decreased from 52~~was 47 days outstanding at ~~the end of December 2018 to 48~~March 31, 2020 and 52 days at ~~the end of the June 2019;~~December 31, 2019, respectively;


d)	~~On January 1, 2019,~~Capital expenditures for the ~~Company paid $21.9 million to complete the American Stainless acquisition;~~first three months of 2020 were $0.6 million; and


e)	The Company ~~purchased and sold equity securities during the six-month period ended June 30, 2019, which resulted in net cash proceeds of $0.5 million;~~


f)	~~Capital expenditures for the first six months of 2019 were $1.9 million; and~~


g)	~~The Company~~ paid ~~$1.8~~$1.2 million during the first ~~six~~three months of ~~2019~~2020 related to the earn-out liabilities from the 2019 American Stainless, 2018 MUSA-Galvanized and 2017 MUSA-Stainless acquisitions.

The Company ~~increased its overall debt balance by $9.3 million during the first six months of 2019 and~~ had ~~$85.7~~$77.8 million of total borrowings outstanding with its lender as of ~~June 30, 2019.~~March 31, 2020. That total is up $2.3 million from the balance at December 31, 2019 due primarily to improved business activity, as first quarter sales levels improved by 10% over the fourth quarter of 2019, generating higher accounts receivable by $7.1 million. That total was offset by lower inventories of $1.0 million and increased accounts payables of $5.7 million. Covenants under the Credit Agreement include maintaining a minimum fixed charge coverage ratio, maintaining a minimum tangible net worth, and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. As of ~~June 30, 2019,~~March 31, 2020, the Company had ~~$20.0~~$18.8 million of remaining available capacity under its line of credit. The Company was in compliance with all covenants as of ~~June 30,~~March 31, 2020.

Non-GAAP Financial Measures

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

EBITDA and Adjusted EBITDA

We define "EBITDA" as earnings before discontinued operations, interest (including change in fair value of interest rate swap), income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: discontinued operations, goodwill impairment, interest (including change in fair value of interest rate swap), income taxes, depreciation, amortization, stock option / grant costs, non-cash lease cost, acquisition costs, shelf registration costs, earn-out adjustments, gain on excess death benefit, realized and unrealized (gains) and losses on investments in equity securities, casualty insurance gain, all (gains) losses associated with a Sale-Leaseback, retention costs and other adjustments from net income. We caution investors amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Consolidated EBITDA and Adjusted EBITDA are as follows:



		Three Months Ended March 31,
($ in thousands)		2020			2019
Consolidated
Net loss		$	(1,178	)	$	(927	)
Adjustments:
	Interest expense	719			1,024
	Change in fair value of interest rate swap	85			48
	Income taxes	(1,380		)	(406		)
	Depreciation	1,958			1,890
	Amortization	810			924
EBITDA		1,014			2,553
	Acquisition costs and other	304			1,640
	Earn-out adjustments	4			17
	Loss (gain) on equity securities	852			(273		)
	Stock-based compensation	336			616
	Non-cash lease expense	128			137
	Retention expense	—			79
Adjusted EBITDA		$	2,638		$	4,769
	% sales	3.5		%	5.6		%

Metals Segment EBITDA and Adjusted EBITDA are as follows:



		Three Months Ended March 31,
($ in thousands)		2020			2019
Metals Segment
Operating income		$	934		$	1,437
Adjustments:
	Depreciation	1,511			1,482
	Amortization	810			924
EBITDA		3,255			3,843
	Acquisition costs and other	4			1,358
	Stock-based compensation	41			147
	Retention expense	—			54
Metals Segment Adjusted EBITDA		$	3,300		$	5,402
	% of segment sales	5.4		%	7.6		%

Specialty Chemicals Segment EBITDA and Adjusted EBITDA are as follows:



		Three Months Ended March 31,
($ in thousands)		2020			2019
Chemicals Segment
Operating income		$	466		$	614
Adjustments:
	Depreciation	403			369
	Amortization	—			—
EBITDA		869			983
	Acquisition costs and other	(22		)	—
	Stock-based compensation	38			69
Specialty Chemicals Segment Adjusted EBITDA		$	929		$	1,052
	% of segment sales	6.6		%	7.7		%

Adjusted Net (Loss) Income and Adjusted Diluted (Loss) Earnings per Share

Adjusted Net (Loss) Income and Adjusted Diluted Earnings (Loss) per Share are non-GAAP measures and exclude discontinued operations, goodwill impairment, stock option / grant costs, non-cash lease costs, acquisition costs, shelf registration costs, earn-out adjustments, gain on excess death benefit, realized and unrealized (gains) and losses on investments in equity securities, casualty insurance gain, all (gains) losses associated with a Sale-Leaseback, and retention costs from net income. They also utilize a constant effective tax rate to reflect tax neutral results. Adjusted net (loss) income and adjusted diluted (loss) earnings per share should not be considered an alternative to, or a more meaningful indicator of, the Company's net (loss) income or diluted (loss) earnings per share as prepared in accordance with GAAP. The Company's methods of determining this non-GAAP financial measure may differ from the method used by other companies for this or similar non-GAAP financial measures. Accordingly, these non-GAAP measures may not be comparable to the measures used by other companies.

The reconciliation of net (loss) income and (loss) earnings per share to adjusted net (loss) income and adjusted (loss) earnings per share is as follows:



		Three Months Ended March 31,
(Amounts in thousands, except per share data)		2020			2019
Loss before taxes		$	(2,558	)	$	(1,333	)

Adjustments:
	Acquisition costs and other	304			1,640
	Earn-out adjustments	4			17
	Loss (gain) on investments in equity securities	852			(273		)
	Stock-based compensation	336			616
	Non-cash lease expense	128			137
	Retention expense	—			79
Adjusted (loss) income before income taxes		(934		)	883
	(Benefit) provision for income taxes at 21%	(196		)	269

Adjusted net (loss) income		$	(738	)	$	614

Average shares outstanding, as reported
	Basic	9,074			8,927
	Diluted	9,074			8,927

Adjusted net (loss) income per common share
	Basic	$	(0.08	)	$	0.07
	Diluted	$	(0.08	)	$	0.07

Liquidity and Capital Resources

Summary

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

Cash Flows

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



	Three Months Ended March 31,
	2020			2019
Total cash provided by (used in):
Operating activities	$	(642	)	$	6,099
Investing activities	$	(587	)	$	(22,553	)
Financing activities	$	625		$	14,839
Decrease in cash and cash equivalents	$	(604	)	$	(1,615	)

Operating Activities

The decrease in cash provided by operating activities for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily driven by a larger net loss in the first quarter of 2020 compared to the first quarter of 2019, which decreased operating cash flows by $0.3 million, and changes in working capital, driven by increases in accounts receivable, which decreased operating cash flows for the first three months of 2020 by $7.7 million, compared to a decrease of $2.4 million in the first three months of 2019 and increases in accounts payable, which increased operating cash flows $5.7 million in the first three months of 2020 compared to an increase of $4.0 million in the first three months of 2019.

Investing Activities

Net cash used in investing activities primarily consists of transactions related to capital expenditures and acquisitions. The decrease in cash used in investing activities for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to the American Stainless acquisition in the prior year.

Financing Activities

Net cash provided by financing activities primarily consists of transactions related to our long-term debt. The decrease in cash provided by financing activities for the three months ended March 31, 2020 compared to the three months ended March 31, 2019 was primarily due to borrowings from the Term Loan related to the American Stainless acquisition in the prior year not in the current year.

Sources of Liquidity

Funds generated by operating activities, available cash and cash equivalents and our credit facilities are our most significant sources of liquidity. We believe our sources of liquidity will be sufficient to fund operations, debt obligations, and anticipated capital expenditures over the next 12 months.

We have a $100 million asset-backed revolving Line with a maturity date of December 21, 2021 and a $20 million Term Loan with a maturity date of January 1, 2024. As of March 31, 2020, the Company had $18.8 million of remaining available capacity under its Line. See Note 6, Long-term Debt, in the Notes to the Condensed Consolidated Financial Statements for additional information.

The Company is subject to certain covenants including maintaining a minimum fixed charge coverage ratio, maintaining a minimum tangible net worth, and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. At March 31, 2020, the Company was in compliance with all debt covenants.

Stock Repurchases and Dividends

We repurchase common stock and pay dividends pursuant to programs approved by our Board of Directors. The payment of cash dividends is also subject to customary legal and contractual restrictions. Our capital allocation strategy is to first fund operations and investments in growth and then return excess cash over time to shareholders through share repurchases and dividends.

On February 21, 2019, the Board of Directors authorized a stock repurchase program for up to 850,000 shares of its outstanding common stock over 24 months. The shares will be purchased from time to time at prevailing market prices, through open market

or privately negotiated transactions, depending on market conditions. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. As of March 31, 2020, the Company has 790,383 shares of its share repurchase authorization remaining.

Stock repurchase activity was as follows:



	Three Months Ended March 31,
(total cost in thousands)	2020		2019
Number of shares repurchased	59,617		—
Average price per share	$	10.65	$	—
Total cost of shares repurchased	$	637	$	—

At the end of each fiscal year the Board of Directors reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2019, no dividends were declared or paid by the Company.

Other Financial Measures

Our current ratio, calculated as current assets divided by current liabilities, was 3.6 at March 31, 2020 and December 31, 2019, respectively.

Our long-term debt to capital, calculated as long-term debt divided by total capital, was 43% at March 31, 2020 and 41% at December 31, 2019.

Our return on average equity, calculated as net income divided by the trailing 12-month average of equity, was (1.1)% at March 31, 2020 and (2.9)% at December 31, 2019, respectively.

Off-Balance Sheet Arrangements and Contractual Obligations

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

There has been no material change in our contractual obligations other than in the ordinary course of business since the end of fiscal 2019. See our Annual Report on Form 10-K for the year ended December 31, 2019, for additional information regarding our contractual obligations.

Significant Accounting Policies and Estimates

We describe our significant accounting policies in Note 1, Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements presented in the Annual Report on Form 10-K for the year ended December 31, 2019. We discuss our critical accounting estimates in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Annual Report on Form 10-K for the year ended December 31, 2019. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal 2019, except as discussed below with the Company's adoption of ASU 2016-13.

Credit Losses on Accounts Receivable

The Company maintains an allowance for credit losses on its accounts receivable balances, which represents its best estimate of current expected credit losses over the contractual life of the accounts receivable. Beginning January 1, 2020, when evaluating the adequacy of its allowance for credit losses each reporting period, the Company analyzes accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivables balances, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. Changes to the allowance for credit losses are adjusted through bad debt expense, which is

presented within "Selling, general and administrative" operating expenses on the Condensed Consolidated Statement of Operations.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This quarterly report includes and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws. All statements that are not historical facts are "forward-looking statements." The words "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may" and similar expressions identify forward-looking statements. The forward-looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions; 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; labor efficiencies; customer delays or difficulties in the production of products; new fracking regulations; a prolonged decrease in ~~oil~~nickel and ~~nickel~~oil prices; unforeseen delays in completing the integrations of acquisitions; risks associated with mergers, acquisitions, dispositions and other expansion activities; financial stability of our customers; environmental issues; negative or unexpected results from tax law changes; 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; ability to weather an economic downturn; loss of consumer or investor confidence, risks relating to the impact and spread of COVID-19 and other risks detailed from time-to-time in the Company's SEC filings. The Company assumes no obligation to update the information included in this report.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Information about the Company's exposure to market risk was disclosed in its Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, which was filed with the SEC on March ~~18, 2019.~~6, 2020. There have been no material quantitative or qualitative changes in market risk exposure since the date of that filing.

Item 4. Controls and Procedures

Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or 240.15d-15(b) of the Company's disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15(e) and 240.15d-15(e)), the Company's Chief Executive Officer and Chief Financial Officer concluded that that such controls and procedures, as of the end of the period covered by this quarterly report, were effective.

Changes in Internal Control over Financial Reporting

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

PART II

Item 1. Legal Proceedings

It is not unusual for us and our subsidiaries to be involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business involving, among other things, product liability, commercial, employment, workers' compensation, and environmental matters. We establish reserves in a manner that is consistent with accounting principles generally accepted in the U.S. for costs associated with such matters when a liability is probable and those costs are capable of being reasonably estimated. We cannot predict with any certainty the outcome of these unresolved legal actions or the range of possible loss or recovery. Based on current information, however, we believe that the eventual outcome of these unresolved legal actions, either individually or in the aggregate, will not have a material adverse effect on our financial position, results of operations or cash flows. There were no material changes in our Legal Proceedings, as discussed in Part I, Item 3 in the Company's Annual Report on Form 10-K for the period ending December 31, ~~2018.~~2019.

Item 1A. Risk Factors

There were no material changes in our assessment of risk factors as discussed in Part I, Item 1A in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019, except for the addition of the following risk factors:

Our business, financial condition, results of operations and cash flows may be adversely affected by global public health epidemics and pandemics, including the recent COVID-19 outbreak.

Our business and operations expose us to risks associated with global health epidemics or pandemics, such as the recent outbreak of the coronavirus (COVID-19) which has spread from China to many other countries including the United States. The outbreak has resulted in governments around the world implementing increasingly stringent measures to help the control of the spread of the virus, including quarantines, "shelter in place" and "stay at home" orders, travel restrictions, business curtailments, and school closures among others. The President of the United States has declared the COVID-19 outbreak a national emergency and the Federal Reserve has enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with state and local orders to date, we currently continue to operate across our business footprint. Notwithstanding our continued operations, COVID-19 has begun to have and may have additional negative impacts on our operations and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses, and governments are taking. Any resulting economic downturn could adversely affect the demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products and raw materials. The continued progression of the outbreak could also negatively impact our business or results of operations through the temporary closure or suspension of manufacturing operations at our operating locations or those of our customers or suppliers.

In addition, the ability of our employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, and as a result, may impact our production throughout our supply chain and constrict sales channels. Our customers may be directly impacted by business curtailments or weak market conditions and may not be able to fulfill their contractual obligations. Our bank credit agreement requires that we maintain certain financial and other covenants. Events resulting from the effects of the COVID-19 outbreak may negatively affect our ability to comply with these covenants, which could lead us to seek amendment or waivers from our lenders, limit access to or require accelerated repayment of our existing credit facilities, or require us to pursue alternative financing arrangements. We have no assurance that any alternative financing arrangements, if required, could be obtained at acceptable terms to us, or at all, given effects of the financial markets at such time.

The extent to which the COVID-19 outbreak may adversely affect our business depends on future developments, which are highly uncertain and unpredictable, including new information about the severity of the outbreak and the effectiveness of actions to contain or mitigate its effects. As such, the related financial impacts cannot be reasonably estimated at this time.

Our Board of Directors has adopted a limited duration shareholder rights agreement, which could delay or discourage a merger, tender offer, or assumption of control of the Company if not approved by our Board of Directors.

On March 31, 2020, the Board of Directors approved the adoption of a limited duration shareholder rights plan expiring on March 31, 2021 and an ownership trigger threshold of 15%. In connection with the shareholder rights plan, the Board of Directors authorized and declared a dividend to stockholders of record at the close of business on April 10, 2020 of one Common Stock purchase right (a “Right”) for each outstanding share of common stock of the Company. Upon certain triggering events, each Right entitles the holder to purchase from the Company one half (subject to adjustment) of one share of

Common Stock, $1.00 par value per share of the Company at an exercise price of $22.50 (equivalent to $45.00 for each whole share of Common Stock) (the "Exercise Price"). In addition, if a person or group acquires beneficial ownership of 15% or more of the Company’s Common Stock without prior Board approval, each holder of a Right (other than the acquiring person or group) will have the right to purchase, upon payment of the Exercise Price and in accordance with the terms of the Rights Agreement, a number of shares of the Company’s common stock having a market value of twice the Exercise Price.

The adoption of the shareholder rights plan is intended to enable all of our shareholders to realize the long-term value of their investment in the Company and to protect the interests of the Company and its shareholders from efforts by a shareholder or group of shareholders to gain control of the Company through open market accumulations without paying all shareholders an appropriate control premium. The shareholder rights plan could render more difficult, or discourage, a merger, tender offer, or assumption of control of the Company that is not approved by our Board of Directors. The shareholder rights plan, however, should not interfere with any merger, tender or exchange offer or other business combination approved by our Board of Directors. In addition, the shareholder rights plan does not prevent our Board of Directors from considering any offer that it considers to be in the best interest of the Company’s shareholders.

Our business could be negatively affected as a result of actions of activist shareholders.

From time to time, we may be subject to proposals by shareholders urging us to take certain corporate actions. If activist shareholder activities ensue, our business could be adversely impacted because (i) responding to actions by activist shareholders can be costly and time-consuming, and divert the attention of our management and employees; (ii) perceived uncertainties as to our future direction may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners; and (iii) pursuit of an activist shareholder's agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders.

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

~~None.~~Issuer Purchases of Equity Securities

The following table sets forth information with respect to purchases of the Company's common stock made during the first quarter of fiscal 2020:



	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program⁽¹⁾	Number of Shares that May Yet Be Purchased under the Program⁽¹⁾
January 1, 2020 - January 31, 2020	—	$	—	—	850,000
February 1, 2020 - February 29, 2020	—	$	—	—	850,000
March 1, 2020 - March 31, 2020	59,617	$	10.65	59,617	790,383
As of March 31, 2020	59,617	$	10.65	59,617	790,383

^{(1) Pursuant to the 850,000 share stock repurchase program authorized by the Board of Directors in February 2019. The stock repurchase program expires in twenty-four months from authorization and there is no guarantee to the exact number of shares that will be repurchased by the Company over that period. For additional information, see Note 14,}^{Shareholders' Equity}^{, in the Notes to the Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.}

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit No.		Description
4.1		Rights Agreement, dated as of March 31, 2020, by and between Synalloy Corporation and American Stock Transfer & Trust Company, LLC, as rights agent, incorporated by reference to Registrants Form 8-K filed on April 1, 2020.
31.1		Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
32		Certifications Pursuant to 18 U.S.C. Section 1350
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
*		In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed."

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




	SYNALLOY CORPORATION
	(Registrant)


Date:	~~August 13, 2019~~May 5, 2020	By:	/s/ Craig C. Bram
			Craig C. Bram
			President and Chief Executive Officer
			(principal executive officer)

Date:	~~August 13, 2019~~May 5, 2020	By:	/s/ Dennis M. Loughran
			Dennis M. Loughran
			Senior Vice President and Chief Financial Officer
			(principal accounting officer)

2632



	MUSA-Stainless			MUSA-Galvanized			ASTI			Total
Balance at December 31, 2018	$	4,251,584		$	3,357,800		$	—		$	7,609,384
Fair value of the earn-out liability associated with the American Stainless acquisition	—			—			6,366,324			6,366,324
Earn-out payments during the period	(784,852		)	(378,649		)	(618,359		)	(1,781,860		)
Changes in fair value during the period	(192,065		)	(473,000		)	263,780			(401,285		)
Balance at June 30, 2019	$	3,274,667		$	2,506,151		$	6,011,745		$	11,792,563



	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Net sales	$	8,557,027	$	18,070,247
Income before income taxes	992,041		1,099,163



Pro-Forma
	Three Months Ended		Six Months Ended
	June 30, 2018		June 30, 2018
Pro-forma net sales	$	81,083,582	$	148,090,359
Pro-forma net income	$	3,776,621	$	6,984,743
Earnings per share:
Basic	$	0.43	$	0.80
Diluted	$	0.42	$	0.79



	Operating		Finance
2019 (excluding the six months ending June 30, 2019)	1,754,079		$	153,993
2020	3,562,092		329,534
2021	3,635,376		335,462
2022	3,672,731		11,998
2023	3,563,383		—
Thereafter	52,188,270		—
Total undiscounted minimum future lease payments	68,375,931		830,987
Imputed Interest	30,710,066		124,465
Total lease liabilities recorded as of June 30, 2019	$	37,665,865	$	706,522



	Operating		Capital
2019	$	3,207,053	$	354,299
2020	3,243,694		329,534
2021	3,238,745		335,462
2022	3,224,810		11,998
2023	3,102,815		—
Thereafter	45,337,403		—
Total undiscounted minimum future operating lease payments			1,031,293
Imputed Interest			164,826
Total lease liabilities recorded as of December 31, 2018			$	866,467



Remainder of 2019	$	1,776,229
2020	3,296,195
2021	3,104,819
2022	2,790,361
2023	1,245,083
2024	1,083,974
Thereafter	4,628,111