What changed in this filing

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Item 9A. Controls and Procedures

2021-03-09 compared with 2020-03-06 · 59 added, 51 removed, 115 unchanged (49% of the section changed)

Item 9A Controls and Procedures

Disclosure Controls and Procedures

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended.

Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of December 31, 2019 .

Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2020.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed the evaluation.

Item 9B Other Information

Other Information

Not applicable.

Item 10 Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and Corporate Governance

In accordance with General Instruction G(3), information called for by Part III, Item 10, is incorporated herein by reference from the information appearing under the caption "Proposal 1 - Election of Directors," "Executive Officers," and "Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

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The Company has a separately designated standing Audit Committee of the Board of Directors established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.

The members of the Audit Committee are Anthony A.

Callander, Henry L.

Guy, Jeffrey Kaczka and James W.

The members of the Audit Committee are Susan S.

Gayner, Jeffrey Kaczka and John P.

Audit Committee Financial Expert.

The Company's Board of Directors has determined that the Company has at least one "audit committee financial expert," as that term is defined by Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, serving on its Audit Committee.

Callander meets the terms of the definition and is independent, as independence is defined for audit committee members in the rules of the NASDAQ Global Market.

Jeffrey Kaczka meets the terms of the definition and is independent, as independence is defined for audit committee members in the rules of the NASDAQ Global Market.

Pursuant to the terms of Item 407(d) of Regulation S-K, a person who is determined to be an "audit committee financial expert" will not be deemed an expert for any purpose as a result of being designated or identified as an "audit committee financial expert" pursuant to Item 407(d), and such designation or identification does not impose on such person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and Board of Directors in the absence of such designation or identification.

Further, the designation or identification of a person as an "audit committee financial expert" pursuant to Item 407(d) does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

Item 11 Executive Compensation

Executive Compensation

In accordance with General Instruction G(3), information called for by Part III, Item 11, is incorporated herein by reference from the information appearing under the caption "Board of Directors and Committees - Compensation Committee Interlocks and Insider Participation," "Director Compensation," "Discussion of Executive Compensation" and "Compensation Committee Report" in the definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

In accordance with General Instruction G(3), information called for by Part III, Item 12, is incorporated by reference from the information appearing under the caption "Beneficial Owners of More Than Five Percent of the Company's Common Stock" and "Security Ownership of Certain Beneficial Owners and Management" in the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

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Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1)

(a) Weighted average exercise price of outstanding options, warrants, and rights

(b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1)

Equity compensation plans approved by security holders 179,531 $ 12.74 —

Equity compensation plans not approved by security holders — — —

Total 179,531 12.74 —

(1) Represents shares remaining available for issuance under the 2015 Stock Awards Plan and the 2011 Plan.

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The above table does not reflect these shares issued to non-employee directors.

Item 13 Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions, and Director Independence

In accordance with General Instruction G(3), information called for by Part III, Item 13, is incorporated by reference from the information appearing under the caption "Board of Directors and Committees – Related Party Transactions" and "– Director Independence" in the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

Item 14 Principal Accounting Fees and Services

Principal Accounting Fees and Services

In accordance with General Instruction G(3), information called for by Part III, Item 14, is incorporated by reference from the information appearing under the caption "Independent Registered Public Accounting Firm - Fees Paid to Independent Registered Public Accounting Firm" and "– Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm" in the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders, which definitive Proxy Statement will be filed electronically with the SEC pursuant to Regulation 14A.

Item 15 Exhibits, Financial Statement Schedules

The following documents are filed as a part of this report:

Exhibits, Financial Statement Schedules

(a) The following documents are filed as a part of this report:

Financial Statements:

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Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Shareholders' Equity for the years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

Consolidated Statements of Shareholders' Equity for the years ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

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See "Exhibit Index"

Item 16 Form 10-K Summary

Form 10-K Summary

Schedule II Valuation and Qualifying Accounts

(in thousands)

Balance at Beginning of Period

Charged to (Reduction of) Cost and Expenses

Balance at End of Period

Year ended December 31, 2019

Deducted from asset account:

Inventory reserves

(in thousands) Balance at Beginning of Period Charged to (Reduction of) Cost and Expenses Charged to Other Accounts Deductions Balance at End of Period

Year ended December 31, 2020

Deducted from asset account:

Allowance for credit losses $ 70 $ 440 $ 450 (a)

$ ( 464 ) $ 496

Inventory reserves $ 747 $ 271 $ — $ ( 300 ) $ 718

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Deducted from asset account:

Allowance for credit losses $ 169 $ ( 171 ) $ 72 (b)

Inventory reserves $ 676 $ 1,767 $ — $ ( 1,696 ) $ 747

(a) Amount charged to retained earnings upon adoption of ASC 326 on January 1, 2020.

(b) ASTI acquired reserve on January 1, 2019.

Index to Exhibits

Regulation S-K

Underwriting Agreement dated September 24, 2013, incorporated by reference to Registrant's Form 8-K filed September 24, 2013

Equity Distribution Agreement, dated August 9, 2018, between Synalloy Corporation and BB&T Capital Markets, a division of BB&T Securities, LLC, and Ladenburg Thalmann & Co.

Inc., incorporated by reference to Registrant's Form 8-K filed August 10, 2018

Restated Certificate of Incorporation of Registrant, as amended, incorporated by reference to Registrant's Form 10-Q for the period ended April 2, 2005

8 unchanged sentences

2011 Long-Term Incentive Stock Option Plan, incorporated by reference to Registrant's Proxy Statement for the 2011 Annual Meeting of Shareholders

Agreement between Registrant's Specialty Pipe & Tube, Inc.

subsidiary and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 4564-07, dated July 1, 2014, incorporated by reference to Registrant's Form 10-K for the year ended January 3, 2015

Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 5852-22, dated March 12, 2018, but effective January 6, 2018, incorporated by reference to Registrant's Form 10-K for the year ended December 31, 2017

Second Amended and Restated Loan Agreement, dated as of August 31, 2016, between Registrant and Branch Banking and Trust (“BB&T”), incorporated by reference to Registrant's Form 10-Q for the period ended September 30, 2016

Third Amended and Restated Loan Agreement, dated as of October 30, 2017, between Registrant and BB&T, incorporated by reference to Registrant's Form 10-Q for the period ended September 30, 2017

Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steelworkers of America Local 4586, dated August 1, 2019, incorporated by reference to Registrant's Form 10-K for the period ended December 31, 2019.

Agreement between Registrant’s Specialty Pipe & Tube, Inc.

subsidiary and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 1375-18, dated July 1, 2020

Third Amended and Restated Loan Agreement, dated as of October 30, 2017, between Registrant and Branch Banking and Trust (now Truist) ("BB&T"), incorporated by reference to Registrant's Form 10-Q for the period ended September 30, 2017

First Amendment to Third Amended and Restated Loan Agreement, dated as of June 29, 2018, between Registrant and BB&T, incorporated by reference to Registrant's Form 10-Q for the period ended June 30, 2018

Second Amendment to Third Amended and Restated Loan Agreement, dated as of December 20, 2018, between Registrant and BB&T, incorporated by reference to Registrant's Form 10-K for the period ended December 31, 2018.

Third Amendment to Third Amended and Restated Loan Agreement, dated as of July 31, 2020, between Registrant and BB&T, incorporated by reference to Registrant’s Form 10-Q for the period ended June 30, 2020

Fourth Amendment to Third Amended and Restated Loan Agreement, dated as of August 13, 2020, between Registrant and BB&T, incorporated by reference to Registrant’s Form 10-Q for the period ended June 30, 2020

Fifth Amendment to Third Amended and Restated Loan Agreement, dated as of October 23, 2020, between Registrant and BB&T, incorporated by reference to Registrant’s Form 8-K filed on October 28, 2020

Credit Agreement, dated as of January 15, 2021, between Registrant and BMO Harris Bank N.A., incorporated by reference to Registrant’s Form 8-K filed on January 19, 2021

Employment Agreement, dated as of March 1, 2019, between Registrant and Craig C.

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Gibson, incorporated by reference to Registrant's Form 10-K for the period ended December 31, 2018.

Employment Agreement, dated as of October 26, 2020, between Registrant and Christopher G.

Hutter, incorporated by reference to Registrant’s Form 8-K filed on October 28, 2020

Confidential Separation and Release Agreement, dated as of October 26, 2020, between Registrant and Craig C.

Bram, incorporated by reference to Registrant’s Form 8-K filed on October 28, 2020

E mployment Agreement , dated as of February 5, 2021, between Re gistrant and Sally M.

Cunningham, inco rporat ed by reference to Registrant's F orm 8-K filed on February 5, 2021.

Stock Purchase Agreement, dated as of August 10, 2012, among Jimmie Dean Lee, James Varner, Steven C.

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(now HLM Legacy Group, Inc.) and Registrant's ASTI Acquisition, LLC (now American Stainless Tubing, LLC) subsidiary, incorporated by reference to Registrant's Form 10-K for the period ended December 31, 2018.

Amended and Restated Master Lease, dated as of January 1, 2019, between Registrant and Store Master Funding XII, LLC, incorporated by reference to Registrant's Form 10-K for the period ended December 31, 2018.

Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steelworkers of America Local 4586, dated August 1, 2019.

Amended and Restated Master Lease Agreement, dated as of January 1, 2019, between Registrant and Store Master Funding XII, LLC, incorporated by reference to Registrant's Form 10-K for the period ended December 31, 2018.

Third Amended and Restated Master Lease Agreement, dated as of September 10, 2020, between Registrant and Store Master Funding XII, LLC, incorporated by reference to Registrant’s Form 10-Q for the period ending September 30, 2020

Subsidiaries of the Registrant

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Certifications Pursuant to 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

XBRL Taxonomy Extension Definition Linkbase

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema

101.CAL* XBRL Taxonomy Extension Calculation Linkbase

101.LAB* XBRL Taxonomy Extension Label Linkbase

101.PRE* XBRL Taxonomy Extension Presentation Linkbase

101.DEF* XBRL Taxonomy Extension Definition Linkbase

104 Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101*)

* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed "furnished" and not "filed."

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SYNALLOY CORPORATION

By /s/ Craig C.

President and Chief Executive Officer

By /s/ Christopher G.

Christopher G.

Interim President and Chief Executive Officer

(principal executive officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Murray H.

Chairman of the Board

March 9, 2021

/s/ Anthony A.

March 9, 2021

March 6, 2020

/s/ Jeffrey Kaczka

Jeffrey Kaczka

March 9, 2021

/s/ Benjamin Rosenzweig

Benjamin Rosenzweig

March 9, 2021

/s/ Jeffrey Kaczka

Jeffrey Kaczka

March 9, 2021

Chief Executive Officer and Director

/s/ Christopher G.

Christopher G.

Interim Chief Executive Officer and Director

March 9, 2021

/s/ Dennis M.

Senior Vice President and Chief Financial Officer

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures