8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2017

	SYNALLOY CORPORATION
	(Exact name of registrant as specified in its charter)
Delaware	0-19687	57-0426694
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	4510 Cox Road, Suite 201, Richmond, Virginia	23060
	(Address of principal executive offices)	(Zip Code)
	Registrant's telephone number, including area code: (864) 585-3605
Inapplicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. [ ]

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 8, 2017, Synalloy Corporation ("the Company") issued a press release announcing financial information for its second quarter ended June 30, 2017. The press release is attached as Exhibit 99 to this Form 8-K and is furnished to, but not filed with, the Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit Number	Description of Exhibit
99	Synalloy Corporation Press Release dated August 8, 2017.

Please see Exhibit 99 for Registrant's 2017 second quarter earnings release.

SIGNATURES

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

SYNALLOY CORPORATION

By: /S/ DENNIS M. LOUGHRAN

Dennis M. Loughran

Chief Financial Officer

By: /S/ RICHARD D. SIERADZKI

Richard D. Sieradzki

Principal Accounting Officer

Dated: August 8, 2017

Exhibit Number	Name
99	Press Release of Synalloy Corporation dated August 8, 2017.

EX-99

Exhibit 99

NEWS RELEASE

FOR IMMEDIATE RELEASE

Synalloy Reports Second Quarter 2017 Results:

Strong Growth in Net Income and EBITDA

Richmond, Virginia, August 8, 2017...Synalloy Corporation (Nasdaq:SYNL), today announced net sales for the second quarter of 2017 of $51.5 million. This represents an increase of $16.6 million or 48% when compared to net sales for the second quarter of 2016. Net sales for the first six months of 2017 were $93.7 million, an increase of $22.5 million or 32% from 2016.

For the second quarter of 2017 the Company recorded net income from continuing operations of $0.8 million, or $0.10 per share. This compares to a net loss from continuing operations of $1.6 million, or $0.18 loss per share for second quarter 2016. For the first six months of 2017, net income from continuing operations was $1.5 million, or $0.18 per share. This compares to a net loss from continuing operations of $3.0 million, or $0.34 loss per share for the first six months of 2016.

The second quarter and first six-month periods of 2017 include financial results in the Company's Metal Segment related to the acquisition of the stainless steel pipe and tube operations from Marcegaglia USA, Inc. ("MUSA Stainless"), which closed on February 28, 2017, including sales of $7.3 million and $8.4 million, respectively, operating profits of $0.3 million and $0.5 million, respectively, and pretax acquisition transaction related charges totaling $0.6 million and $1.0 million, respectively.

The Company’s performance utilizing its two standard non-GAAP financial measures, Adjusted Net Income and Adjusted EBITDA, (as defined below), was as follows:

• Adjusted Net Income for the second quarter of 2017 was $2.0 million, or $0.23 per share, compared to $36,000, or $0.00 per share for the second quarter of 2016. For the first six months of 2017, Adjusted Net Income was $2.2 million, or $0.25 per share, compared to $0.3 million, or $0.03 per share for the first six months of 2016.

• Adjusted EBITDA for the second quarter of 2017 was $5.5 million, 10.6% of sales, compared to $2.2 million, 6.3% of sales, for the second quarter of 2016. For the first six months of 2017, Adjusted EBITDA was $7.6 million, 8.1% of sales, compared to $4.8 million, 6.8% of sales, for the first six months of 2016.

"The company's financial performance in the second quarter exceeded our expectations," said Craig Bram, President and CEO. "Adjusted Net Income in the second quarter was $1.8 million greater than the first quarter and Adjusted EBITDA increased by $3.3 million over the first quarter. Adjusted EBITDA in the second quarter alone was equal to Adjusted EBITDA for all of 2016."

"Company-wide EBITDA for the first six months of 2017, excluding acquisition costs,which is now used as the basis for our Asset Based Lending ("ABL") facility covenant compliance, totaled $7.4 million, up 644% from the prior year’s total of $1.0 million."

Metals Segment

Metals Segment sales for the second quarter of 2017 totaled $39.1 million, an increase of $17.0 million or 77% from the second quarter of 2016. Sales for the first six months of 2017 were $68.8 million, an increase of $22.8 million or 49% from 2016. Sales were affected during the second quarter and first six months of 2017 due to second quarter shipments and order activity across the businesses in the Metals Segment showing improvement over the first quarter. Sales of seamless carbon pipe and tube were up 12% from the prior quarter; stainless steel pipe and tube sales were up 50%, including the addition of MUSA Stainless; and storage tank and vessel sales were down marginally. The backlog for BRISMET as of July 31^st was $32 million, while Palmer’s backlog totaled $16 million.

The Metals Segment's operating income from continuing operations increased $4.0 million to $2.4 million for the second quarter of 2017 compared to a loss of $1.6 million for the second quarter of 2016. For the first six months of 2017, operating income from continuing operations for the Metals Segment increased $6.3 million to an operating profit of $3.9 million for the first six months of 2017 compared to a loss of $2.4 million for the same period of 2016. Current year operating results were affected by the following factors:

a) The addition of MUSA Stainless operations as noted above.

b) The Company experienced a significant improvement in margins, with a positive Inventory Pricing Change for the first six months of 2017 of $0.7 million, compared to a negative Inventory Pricing Change of $4.3 million for the first six months of 2016; and

c) Margins in the stainless steel business were negatively impacted by product mix in the first six months of 2017. Special alloy sales were at historically low levels due to a lower incidence of project work in the downstream energy

markets. At the same time, volume for commodity 304 alloys was at a higher level, excluding the impact of the MUSA Stainless addition. Pricing in both seamless carbon pipe and tube and storage tanks continued to show an upward bias.

Specialty Chemicals Segment

Sales for the Specialty Chemicals Segment in the second quarter of 2017 were $12.4 million, representing a $0.4 million or 3% decrease from the same quarter of 2016. Sales for the first six months of 2017 were $24.9 million, down $0.3 million or 1% from 2016 results. Sales were affected during the second quarter and first six months of 2017 by:

a) The loss of a single customer in the second half of 2016 that reduced sales in the second quarter of 2017 by $0.5 million and by $2.1 million for the first six months of 2017, offset by higher sales from new business and other customer demand, as well as better product mix due to stronger overall business demand as compared to the prior year; and

b) Higher selling prices per pound for oil based products. With the increase in oil prices, the Segment's raw material costs increased, which resulted in higher passed-through material value as part of the billed selling prices.

Operating income for the Specialty Chemicals Segment for the second quarter of 2017 decreased $0.2 million to $1.1 million from $1.3 million for same period in 2016. Operating income for the Specialty Chemicals Segment for the first six months of 2017 amounted to $2.6 million, a $0.1 million or 4% increase from the same period for 2016. The decline in operating income for the second quarter was directly related to the previously noted slight sales decline, while pricing and margin mix improvements for the first six months allowed improved operating profit, despite the slight decline in sales for the first six months compared to 2016.

Other Items

Unallocated corporate expenses for the second quarter of 2017 increased $0.2 million to $1.5 million (2.9% of sales) compared to $1.3 million (3.8% of sales) for the second quarter of 2016. For the first six months, unallocated corporate expenses increased $0.4 million to $3.0 million (3.2% of sales) from $2.6 million (3.7% of sales). The second quarter and first six month increases resulted from higher incentive based bonuses, stock compensation and professional fees partially offset by shelf registration costs incurred in the prior year.

Acquisition costs for the second quarter of 2017 of $0.6 million ($0.4 million in unallocated SG&A and $0.2 million in Metals Segment cost of sales) and $1.0 million for the first six months of 2017 ($0.7 million in unallocated SG&A and $0.3 million in Metals Segment cost of sales), resulted from costs associated with the MUSA Stainless acquisition.

Interest expense was $0.3 million for both the second quarters of 2017 and 2016. For the first six months, interest expense amounted to $0.5 million for both years.

The change in fair value of the interest rate swap contract(s) increased unallocated expenses for the second quarter of 2017 by $17,000, while increasing unallocated expenses by $0.1 million for the second quarter of 2016. For the first six months of 2017, unallocated expenses decreased by $24,000 compared to an increase of $0.4 million for the same period of 2016. During the third quarter of 2016, the swap contract entered into on September 3, 2013 was settled leaving only the swap contract entered into on August 12, 2012 outstanding as of June 30, 2017.

The effective tax rate was 28% and 30% for the three-month and six-month periods ended June 30, 2017, respectively. The 2017 effective tax rate was lower than the statutory rate of 34% primarily due to state tax expense and other permanent differences, including the manufacturer's exemption. The effective tax rate of 25% and 16% for the three-month and six-month periods ended June 30, 2016, respectively, was lower than the 34% statutory rate primarily due to state tax expense and a one-time permanent difference reducing the amount of tax benefit of the pre-tax loss for that period. The year over year change in the effective rate is primarily related to the difference in the Company’s operating results combined with the effect that the permanent differences had on the effective tax rate calculation, especially in the prior year.

The Company's cash balance was unchanged at $0.1 million as of June 30, 2017 and December 31, 2016 and fluctuations during the period were comprised of the following:

a) On February 28, 2017, the Company completed the acquisition of MUSA Stainless for $12.0 million. This excludes a $3.0 million deposit made in the prior year;

b) Net accounts receivable increased $12.2 million at June 30, 2017 when compared to the prior year end, which resulted from a 47% increase in sales, including MUSA Stainless sales, for the last two months of the second quarter 2017 compared to the same period for the fourth quarter 2016. Also, days sales outstanding, calculated using a three-month average basis, decreased by 2 days to 49 days outstanding at the end of the second quarter 2017 from 51 days outstanding at the end of 2016;

c) Net inventories, after reflecting the $5.4 million of inventory obtained in the MUSA Stainless acquisition, increased $5.1 million at June 30, 2017 as compared to year-end 2016 to support the Company's recent sales trends. Inventory

turns increased from 1.90 turns at December 31, 2016, calculated on a three-month average basis, to 2.46 turns at June 30, 2017;

d) Accounts payable increased $5.1 million as of June 30, 2017 from the prior year-end. The increase mirrored the increase in inventory at June 30, 2017 (purchases received during the 2nd quarter and scheduled to be paid during the third quarter) along with the Company increasing its payable days outstanding to 60 at quarter end;

e) The Company purchased 225,000 shares of a potential acquisition target for $3.8 million during the first six months of 2017. These "available-for-sale securities" were acquired via open market trading; and

f) Capital expenditures for the first six months of 2017 were $2.8 million.

The Company drew $24.2 million against its line of credit during the first six months of 2017 and had $33.0 million of borrowings outstanding as of June 30, 2017. Net debt at the end of the period was $28.6 million. Covenants under the Credit Agreement include maintaining a minimum fixed charge coverage ratio and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. The Company was in compliance with all covenants as of June 30, 2017.

In the second quarter of 2017, Management adjusted the selling price used in the earn-out calculation associated with the MUSA Stainless acquisition. Since this adjustment was determined during the measurement period, the beginning earn-out liability and goodwill were increased in the second quarter of 2017 by $1.1 million.

Outlook

With the improved performance in the second quarter, we are raising our Adjusted EBITDA forecast for the year to $17.0 million. We expect order activity and pricing across the Metals businesses to remain at current levels or modestly higher. Nickel prices have shown some recent strength as have WTI prices, helping to support projected results for the balance of 2017. The Chemical segment is expected to show strong profit growth in the second half of the year as we ramp up production of our new fire-retardant business.

Synalloy Corporation (Nasdaq: SYNL) is a growth oriented company that engages in a number of diverse business activities including the production of stainless steel pipe and tubing, fiberglass and steel storage tanks and specialty chemicals and the master distribution of seamless carbon pipe and tubing. For more information about Synalloy Corporation, please visit our web site at www.synalloy.com.

Forward-Looking Statements

This earnings release 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 and nickel 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; 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 and other risks detailed from time-to-time in the Company's Securities and Exchange Commission filings. The Company assumes no obligation to update the information included in this release.

Non-GAAP Financial Information

Financial statement included in this earnings release include non-GAAP (Generally Accepted Accounting Principles) measures and should be read along with the accompanying tables which provide a reconciliation of non-GAAP measures to GAAP measures.

Adjusted Net Income and Adjusted Earnings per Share are non-GAAP measures and exclude discontinued operations, goodwill impairments, Inventory Pricing Change, inventory cost adjustments, aged inventory adjustment, stock option / grant costs, acquisition costs, shelf registration costs, earn-out adjustments, Manufacturing Variances (See definition in Note 1, item c in the Synalloy Comparative Analysis statement), gain on excess death benefit, all (gains) losses associated with the Sale-Leaseback, casualty insurance gain and retention costs from net income. They also utilize a constant effective tax rate to reflect tax neutral results.

Adjusted EBITDA is a non-GAAP measure and excludes discontinued operations, goodwill impairments, interest expense, change in fair value of interest rate swap, income taxes, depreciation, amortization, Inventory Pricing Change, inventory cost adjustments, aged inventory adjustment, stock option / grant costs, acquisition costs, shelf registration costs, earn-out adjustments, Manufacturing Variances, gain on excess death benefit, all (gains) losses associated with the Sale-Leaseback, casualty insurance gain and retention costs from net income.

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.

Contact: Dennis Loughran at (804) 822-3266

SYNALLOY CORPORATION COMPARATIVE ANALYSIS
		THREE MONTHS ENDED						SIX MONTHS ENDED
(unaudited)		Jun 30, 2017			Jun 30, 2016			Jun 30, 2017			Jun 30, 2016
Net sales
	Metals Segment	$	39,088,000		$	22,079,000		$	68,798,000		$	46,041,000
	Specialty Chemicals Segment	12,423,000			12,828,000			24,917,000			25,178,000
		$	51,511,000		$	34,907,000		$	93,715,000		$	71,219,000
Operating income (loss)
	Metals Segment operations	$	2,299,000		$	(1,649,000	)	$	3,804,000		$	(2,421,000	)
	Gain on sale-leaseback	60,000			—			120,000			—
	Total Metals Segment	2,359,000			(1,649,000		)	3,924,000			(2,421,000		)
	Specialty Chemicals Segment operations	1,114,000			1,322,000			2,598,000			2,532,000
	Gain on sale-leaseback	24,000			—			47,000			—
	Total Specialty Chemicals Segment	1,138,000			1,322,000			2,645,000			2,532,000
	Unallocated straight line lease cost - sale-leaseback	(101,000		)	—			(203,000		)	—
		3,396,000			(327,000		)	6,366,000			111,000
Unallocated (income) expense
	Corporate	1,499,000			1,330,000			2,955,000			2,622,000
	Acquisition costs	387,000			75,000			745,000			75,000
	Interest expense	341,000			268,000			521,000			549,000
	Change in fair value of interest rate swap	17,000			98,000			(24,000		)	392,000
	Earn-out adjustments	(3,000		)	—			(3,000		)	—
Net income (loss) from continuing operations
before income taxes		1,155,000			(2,098,000		)	2,172,000			(3,527,000		)
	Provision for (benefit from) income taxes	325,000			(515,000		)	641,000			(577,000		)
Net income (loss) from continuing operations		830,000			(1,583,000		)	1,531,000			(2,950,000		)
Loss from discontinued operations, net of tax		—			(99,000		)	—			(99,000		)
Net income (loss)		$	830,000		$	(1,682,000	)	$	1,531,000		$	(3,049,000	)
Other comprehensive income, net of tax		366,000			—			366,000			—
Comprehensive income (loss)		$	1,196,000		$	(1,682,000	)	$	1,897,000		$	(3,049,000	)
Net income (loss) per common share from continuing operations
	Basic	$	0.10		$	(0.18	)	$	0.18		$	(0.34	)
	Diluted	$	0.10		$	(0.18	)	$	0.18		$	(0.34	)
Net loss per common share from discontinued operations
	Basic	$	—		$	(0.01	)	$	—		$	(0.01	)
	Diluted	$	—		$	(0.01	)	$	—		$	(0.01	)
Average shares outstanding
	Basic	8,699,000			8,639,000			8,687,000			8,637,000
	Diluted	8,723,000			8,639,000			8,704,000			8,637,000
Other data:
	Adjusted EBITDA (1)	$	5,470,000		$	2,207,000		$	7,591,000		$	4,829,000

(1) The term Adjusted EBITDA is a non-GAAP financial measure that the Company believes is useful to investors in evaluating its results to determine the value of a company. An item is included in the measure if its periodic value is inconsistent and sufficiently material that not identifying the item would render period comparability less meaningful to the reader or if including the item provides a clearer representation of normalized periodic earnings.  The Company includes in Adjusted EBITDA three categories of items: 1) Base EBITDA components, including: earnings before discontinued operations, interest (including change in fair value of interest rate swap), income taxes, depreciation and amortization, 2) Material transaction based items that have no relationship to earnings from operations of past, current or future periods, including: goodwill impairment, acquisition costs, acquisition related retention costs, shelf registration costs, earn-out adjustments, gain on excess death benefit, (gains) losses associated with Sale-leaseback, stock option/grant costs, and other adjustments (lesser value items meeting the criteria, where cumulative impact in a period is material), and 3) Inventory valuation adjustments, including: a) Inventory Pricing Change - the calculated value that profits would improve (decline) if metal and alloy pricing indices were neutral period to period, b) Inventory Cost and Aged Inventory Adjustments - value of periodic adjustment to inventory carrying value unrelated to the periodic earnings, and c) Manufacturing Variances - the calculated value to apply favorable (unfavorable) manufacturing absorption in the period actually incurred, rather than through inventory valuation amortization. This treatment shows the real operational impact on earnings of higher or lower manufacturing activity levels.  For a reconciliation of this non-GAAP measure to the most comparable GAAP equivalent, refer to the Reconciliation of Net Income to Adjusted EBITDA as shown on next page.

Reconciliation of Net Income (Loss) to Adjusted EBITDA
		THREE MONTHS ENDED						SIX MONTHS ENDED
(unaudited)		Jun 30, 2017			Jun 30, 2016			Jun 30, 2017			Jun 30, 2016
Consolidated
Net income (loss) from continuing operations		$	830,000		$	(1,583,000	)	$	1,531,000		$	(2,950,000	)
Adjustments:
	Interest expense	341,000			268,000			521,000			549,000
	Change in fair value of interest rate swap	17,000			98,000			(24,000		)	392,000
	Income taxes	325,000			(515,000		)	641,000			(577,000		)
	Depreciation	1,458,000			1,172,000			2,545,000			2,280,000
	Amortization	616,000			615,000			1,211,000			1,229,000
EBITDA		3,587,000			55,000			6,425,000			923,000
	Inventory Pricing Change	212,000			2,178,000			(719,000		)	4,302,000
EBITDA after inventory pricing change		3,799,000			2,233,000			5,706,000			5,225,000
	Inventory Cost Adjustment (See definition in Note 1, item b in
	the Synalloy Comparative Analysis statement)	(140,000		)	(709,000		)	(172,000		)	(1,675,000		)
	Aged Inventory Adjustment (See definition in Note 1, item b in
	the Synalloy Comparative Analysis statement)	29,000			—			62,000			—
	Acquisition costs	555,000			75,000			1,001,000			75,000
	Shelf registration costs	—			122,000			—			141,000
	Earn-out adjustments	(3,000		)	—			(3,000		)	—
	Manufacturing Variances	967,000			361,000			562,000			680,000
	Other adjustments	—			—			—			125,000
	Stock option / grant costs	212,000			91,000			330,000			189,000
	Straight line lease cost - sale-leaseback	101,000			—			203,000			—
	Amortized gain on sale of assets - sale-leaseback	(84,000		)	—			(167,000		)	—
	Retention expense	34,000			34,000			69,000			69,000
Adjusted EBITDA		$	5,470,000		$	2,207,000		$	7,591,000		$	4,829,000
	% sales	10.6		%	6.3		%	8.1		%	6.8		%
Metals Segment
Operating income (loss) from continuing operations		$	2,359,000		$	(1,649,000	)	$	3,924,000		$	(2,421,000	)
Adjustments:
	Depreciation expense	1,096,000			752,000			1,834,000			1,445,000
	Amortization expense	610,000			609,000			1,200,000			1,218,000
EBITDA		4,065,000			(288,000		)	6,958,000			242,000
	Inventory Pricing Change	212,000			2,178,000			(719,000		)	4,302,000
EBITDA after inventory pricing change		4,277,000			1,890,000			6,239,000			4,544,000
	Inventory Cost Adjustment	(122,000		)	(709,000		)	(181,000		)	(1,675,000		)
	Aged Inventory Adjustment	37,000			—			100,000			—
	Acquisition costs	169,000			—			256,000			—
	Manufacturing Variances	1,148,000			361,000			715,000			680,000
	Other adjustments	—			—			—			51,000
	Stock option / grant costs	50,000			32,000			85,000			63,000
	Amortized gain on sale of assets - sale-leaseback	(60,000		)	—			(120,000		)	—
	Retention expense	34,000			34,000			69,000			69,000
Metals Segment Adjusted EBITDA		$	5,532,000		$	1,608,000		$	7,163,000		$	3,732,000
	% segment sales	14.2		%	7.3		%	10.4		%	8.1		%
Specialty Chemicals Segment
Operating income		$	1,138,000		$	1,322,000		$	2,645,000		$	2,532,000
Adjustments:
	Depreciation expense	321,000			388,000			630,000			779,000
	Amortization expense	6,000			6,000			11,000			11,000
EBITDA		1,465,000			1,716,000			3,286,000			3,322,000
	Inventory Cost Adjustment	(18,000		)	—			9,000			—
	Aged Inventory Adjustment	(8,000		)	—			(38,000		)	—
	Manufacturing Variances	(181,000		)	—			(153,000		)	—
	Other adjustments	—			—			—			74,000
	Stock option / grant costs	30,000			10,000			46,000			19,000
	Amortized gain on sale of assets - sale-leaseback	(24,000		)	—			(47,000		)	—
Specialty Chemicals Segment Adjusted EBITDA		$	1,264,000		$	1,726,000		$	3,103,000		$	3,415,000
	% segment sales	10.2		%	13.5		%	12.5		%	13.6		%

Reconciliation of Net Income (Loss) and Earnings Per Share to
Adjusted Net Income and Adjusted Earnings per Share
		THREE MONTHS ENDED						SIX MONTHS ENDED
(unaudited)		Jun 30, 2017			Jun 30, 2016			Jun 30, 2017			Jun 30, 2016
Income (loss) from continuing operations before taxes		$	1,155,000		$	(2,098,000	)	$	2,172,000		$	(3,527,000	)
Adjustments:
	Inventory Pricing Change	212,000			2,178,000			(719,000		)	4,302,000
	Inventory Cost Adjustment	(140,000		)	(709,000		)	(172,000		)	(1,675,000		)
	Aged Inventory Adjustment	29,000			—			62,000			—
	Acquisition costs	555,000			75,000			1,001,000			75,000
	Shelf registration costs	—			122,000			—			141,000
	Earn-out adjustments	(3,000		)	—			(3,000		)	—
	Manufacturing Variance	967,000			361,000			562,000			680,000
	Other adjustments	—			—			—			125,000
	Stock option / grant costs	212,000			91,000			330,000			189,000
	Straight line lease cost - sale-leaseback	101,000			—			203,000			—
	Amortized gain on sale of assets - sale-leaseback	(84,000		)	—			(167,000		)	—
	Retention expense	34,000			34,000			69,000			69,000
Adjusted income before income taxes		3,038,000			54,000			3,338,000			379,000
	Provision for income taxes at 34%	1,033,000			18,000			1,135,000			129,000
Adjusted net income		$	2,005,000		$	36,000		$	2,203,000		$	250,000
Average shares outstanding, as reported
	Basic	8,699,000			8,639,000			8,687,000			8,637,000
	Diluted	8,723,000			8,639,000			8,704,000			8,637,000
Adjusted net income per common share
	Basic	$	0.23		$	—		$	0.25		$	0.03
	Diluted	$	0.23		$	—		$	0.25		$	0.03

Condensed Consolidated Balance Sheets
(unaudited)		Jun 30, 2017		Dec 31, 2016
Assets
	Cash	$	53,000	$	63,000
	Accounts receivable, net	30,241,000		18,029,000
	Inventories, net	71,286,000		60,800,000
	Indemnified contingencies	11,065,000		11,340,000
	Fair value of available for sale securities	4,388,000		—
	Sundry current assets	7,295,000		7,272,000
	Total current assets	124,328,000		97,504,000
	Property, plant and equipment, net	35,481,000		27,324,000
	Goodwill	6,004,000		1,355,000
	Intangible assets, net	12,101,000		12,309,000
	Other assets	108,000		146,000
Total assets		$	178,022,000	$	138,638,000
Liabilities and Shareholders' Equity
	Accounts payable	$	21,794,000	$	16,685,000
	Accrued expenses	19,081,000		16,087,000
	Current portion of earn-out liability	1,259,000		—
	Total current liabilities	42,134,000		32,772,000
	Long-term debt	33,045,000		8,804,000
	Long-term portion of deferred sale-leaseback gain	6,100,000		6,268,000
	Other long-term liabilities	2,147,000		2,201,000
	Long-term portion of earn-out liability	3,488,000		—
Shareholders' equity		91,108,000		88,593,000
Total liabilities and shareholders' equity		$	178,022,000	$	138,638,000

Note: The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date.