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 30, 2018

	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: (804) 822-3260
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 7.01. REGULATION FD DISCLOSURE

Synalloy Corporation (the “Company”) prepared presentation materials (the “Presentation”) that management presented on August 30, 2018 at the Midwest IDEAS Investor Conference in Chicago, Illinois. The Company may use the Presentation, possibly with modifications, in presentations from time to time to current and potential investors, analysts, lenders, business partners, acquisition candidates, customers, employees and others with an interest in the Company and its operating businesses.

The Presentation is posted as an investor presentation to the Company’s website at https://synalloy.com/presentations. A copy of the Presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Presentation includes financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). A reconciliation of the Non-GAAP Financial Measures to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears as Exhibit 99.2 to this Current Report on Form 8-K. The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the Presentation, among other places, to its comparable financial measures on a GAAP basis. The Company believes that the Non-GAAP Financial Measures provide investors additional ways to view our operations, when considered with both our GAAP results and the reconciliation to net income provided by operating activities, which we believe provide a more complete understanding of our business than could be obtained absent this disclosure. We believe the Non-GAAP Financial Measures also provide investors a useful tool to assess shareholder value.

The information contained in the Presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements the Company may make by press release or otherwise from time to time. The Presentation speaks as of the date of this Report. While the Company may elect to update the Presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company specifically disclaims any obligation to do so.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information. The Presentation contains forward-looking statements. See Page 2 of the Presentation for a discussion of certain forward-looking statements that are included therein and the risks and uncertainties related thereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit Number	Description of Exhibit
99.1	Synalloy Corporation Investor Presentation in use beginning August 30, 2018 (furnished only)
99.2	Non-GAAP Financial Measures Reconciliation Table (furnished only)

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

Dated: August 31, 2018

Exhibit Number	Name
99.1	Synalloy Corporation Investor Presentation in use beginning August 30, 2018(furnished only)
99.2	Non-GAAP Financial Measures Reconciliation Table (furnished only)

EX-99.1

Midwest IDEAS Investor Conference August 30, 2018

Forward-Looking Statements This presentation 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“, "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; 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 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 presentation.

Non-GAAP Financial Information Statements included in this presentation include non-GAAP (Generally Accepted Accounting Principles) measures and should be read along with the accompanying Appendix 1, which provides a reconciliation of non-GAAP measures to GAAP measures. Adjusted Net Income (Loss) and Adjusted Earnings per Share are non-GAAP measures and exclude discontinued operations, goodwill impairments, stock option / grant costs, acquisition costs, shelf registration costs, earn-out adjustments, gain on excess death benefit, all (gains) losses associated with the Sale-Leaseback, realized gains on investments, 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, stock option / grant costs, acquisition costs, shelf registration costs, earn-out adjustments, gain on excess death benefit, all (gains) losses associated with the Sale-Leaseback, realized gains on investments, casualty insurance gain and retention costs from net income. Management believes 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.

IMPORTANT NOTE Throughout this presentation, “EBITDA” means Adjusted EBITDA as defined and reported by Synalloy.

PRESENTERS Craig C. Bram – CEO & President Synalloy Board Member since 2004 CEO & President since January 2011 Dennis Loughran – SVP & CFO Joined Synalloy in 2015 Previous: Citadel Plastics (CFO), Rogers Corporation (CFO), Alcoa, Reynolds Metals

TODAY’S DISCUSSION Company Overview Financial Performance Investment Opportunity

Company Overview

HOLDING CO. FOCUSED ON MANUFACTURING & DISTRIBUTION Munhall, PA Specialty Seamless Mineral Ridge, OH Carbon Steel Welded Pipe and Pipe & Tube Tube (Stainless Bristol, TN Steel, Alloy & Liquid Galvanized ) Storage Tanks & Cleveland, TN Pressure Vessels Andrews, TX Fountain Inn, SC Specialty Houston, TX Chemical Products A family of metals and chemicals businesses with long operating histories and proven management teams 8

SYNALLOY GROWTH SINCE JUNE 2011 Aug 2012 Acquired Palmer Aug 2013 of Texas Acquired CRI Tolling Nov 2014 Mar 2017 Acquired Specialty Acquired Munhall Stainless Steel Pipe & Pipe & Tube Tube 2011 2012 Jul 2018 2013 Acquired Munhall 2014 Galvanized Pipe & Tube, Launched Ornamental Jun 2011 2015 Launched 2016 Acquisition Sept 2013 2017 Initiative Follow On 2018 Stock Offering $34MM Jun 2014 Aug 2014 Closed Divested Bristol Fab RamFab Sept 2016 Jun 2018 Sale Leaseback Enter $22 mm Russell 2000 August 2018 Initiated ATM Offering $10MM 9

WELDED PIPE & TUBE (STAINLESS STEEL, ALLOY & GALVANIZED) Manufacturer “BRISMET” Founded in 1946; Acquired in 2014 Synalloy’s Legacy Metals Business March 2017 - Expanded Stainless Capability with acquisition of Marcegaglia – Stainless July 1, 2018 – Acquired Marcegaglia Galvanized Operations July 1, 2018 - Launch of Stainless Steel Ornamental product line Differentiated by: Largest producer of stainless pipe in North America Extensive range of (1) sizes, (2) materials, and (3) in-house capabilities Heavy wall production capabilities Only NA producer with laser mill capability up to 6” diameter Broad scope of quality certifications and AML’s Markets: Chemical & Petrochemical, Oil & Gas, LNG, Nuclear, Energy, Water, Mining, Pulp & Paper, etc. Sells to: Distributors and Selected End-Users Representative Customers: 10 Bristol, TN Munhall, PA

LIQUID STORAGE TANKS & PRESSURE VESSELS Manufacturer “Palmer of Texas” Founded in 1987; Acquired in 2012 Differentiated by: One-stop for steel tanks, fiberglass tanks, and ASME code vessels; semi-automated line for 21’6” diameter steel tanks; API quality certified; Permian Basin location Markets: Oil & Gas, Chemical, Municipal Water, Food Processing, Aquarium & Zoological Sells to: End-Users Representative Customers: 11

SPECIALTY SEAMLESS CARBON STEEL PIPE & MECHANICAL TUBING Master Distributor “Specialty Pipe & Tube” Founded in 1964; Acquired in 2014 Differentiated by: The go-to provider for large diameter, heavy wall hot finish seamless carbon steel pipe & tube; Immediate availability of long lead-time items; Full line of Approved Materials List (AML) inventory Markets: Heavy Equipment, Capital Goods, Oil & Gas (any high pressure application) Sells To: Distributors and Selected End-Users Representative Customers: 12

SPECIALTY CHEMICALS PRODUCTS Manufacturing and Product Development “Manufacturers Chemicals” “CRI Tolling” Founded in 1919; Acquired in 1996 Founded in 1993; Acquired in 2013 Synalloy’s Legacy Chemicals Business Differentiated by: Expertise in surfactants, defoamers, lubricants and other widely applicable chemistries; Breadth of equipment and capabilities Markets: FIFRA, HI&I, Water Treatment, Oil & Gas, Paper, Textiles, Lubricants, Coatings Sells to: Chemical Companies Representative Customers: 13

LARGEST INSTITUTIONAL SHAREHOLDERS (as of 6/30/18) Holder Shares % of Outstanding Privet Fund Management 960,948 10.9% Royce & Associates 943,783 10.7% BlackRock 505,910 5.7% Century Management 479,374 5.4% Dimensional Fund Advisors 421,815 4.8% Markel Corp 414,804 4.7% Vanguard Group 312,160 3.5% 22NW LP 242,210 2.8% DePrince, Race & Zollo 229,346 2.6% Renaissance Technologies 213,874 2.4% Total Top 10 4,724,224 53.7% Total Outstanding 8,802,206 Source: Official 13F Filings 14

Financial Performance

METALS SEGMENT REVENUE* Revenue (in millions) 16.2% CAGR * Excluding discontinued Fabrication Division 16

METALS SEGMENT EBITDA* EBITDA ** * Excluding discontinued Fabrication Division ** Compared to prior periods, 2017 and forward reduced by $1.1 million as result of Sale Lease Back transaction in 2016 17

CHEMICALS SEGMENT REVENUE Revenue (in millions) 4.0% CAGR 18

CHEMICALS SEGMENT EBITDA EBITDA * * Compared to prior periods, 2017 and forward reduced by $0.8 million as result of Sale Lease Back transaction in 2016 19

SYNALLOY EBITDA (excluding discontinued Fabrication Division) EBITDA * * Compared to prior periods, 2017 and forward reduced by $1.9 million as result of Sale Lease Back transaction in 2016 20

PROJECTED 2018 FINANCIAL METRICS (at year-end) EBITDA $37MM Net Debt $43.8MM Net Debt to EBITDA 1.44x Book Value $107.1MM BV per share $12.06 Tangible Book Value $88.5MM TBV per share $9.96 Balance Sheet Remains Strong; Sufficient Liquidity for Organic and Acquisitive Growth Plans 21

EARNINGS POTENTIAL Nickel prices Nickel depressed/ Stable for declining 5+ Months Pro Forma Annual EBITDA Infrastructure Pipe distributors With Nickel Neutral destocking spend at (in millions) normalized levels Infrastructure Pipe product mix spend weak includes higher component of Pipe product mix special alloys weighted toward commodity WTI @$60 or better WTI @ $50 or Lower 22

EARNINGS POTENTIAL EARNINGS POTENTIAL COMPONENTS 2018 to 2021 (in Millions) 23

Investment Opportunity

VALUE CREATION – ORGANIC GROWTH POTENTIAL • Infrastructure spending driving improved product mix at Bristol Metals • Capital spending in downstream energy markets returns after recessionary levels of 2015- 2017 • U.S. Chemical Industry projects annual capital spending of $45-$48 billion annually through 2022 • Special alloy sales returning to 2014 levels will add $2.6 million to annual EBITDA • Potential for increasing nickel prices from the current level of $6.05 per pound • Long-term nickel demand forecasted to increase with EV battery usage • Wood MacKenzie estimates that nickel prices could approach $9-$10 per pound as early as 2020 • Increased selling prices and resulting inventory profits are not included in the forecasted EBITDA growth • Increasing contributions from the Galvanized and Ornamental Stainless Tubing businesses • The 2018 forecast includes only six months of contribution from the galvanized business and a ramping of the ornamental stainless business • The two largest galvanized tubing customers have asked Bristol Metals to supply up to 45% more tonnage annually than present levels • Limited capital expenditures can increase throughput and margin contributions • Potential increase in annual EBITDA of $3.5 million • Improving margins in the storage tank business • Increased volume will contribute $.8 million annually in EBITDA • Product line additions in the Chemical Segment • New products and increased capacity utilization • Annual contributions to EBITDA of $2.7 million 25

VALUE CREATION – ACQUISITIVE GROWTH • Bolt-on acquisitions available in both the Metals and Chemicals Segments • Targeting other public micro-caps for acquisition • Goal is to complete at least one acquisition each year 26

ACQUISITIVE GROWTH Five Acquisitions Since Aug 2012 Each EBITDA-Accretive in Year One Purchase Price 2018 EBITDA $90MM $23MM (Includes only 6mth of (including earn-out potential) Galvanized Acq.) 1.44x Net Debt to EBITDA (projected year-end 2018) Active and disciplined in M&A; Committed to balance sheet strength 27

ACQUISITION OF MARCEGAGLIA GALVANIZED & EXPANSION INTO ORNAMENTAL MARKET • Completed Acquisition – July 1, 2018 • Synalloy investment - $14.5 million, primarily for equipment, working capital and earn out • Completes entry into small diameter pipe market in NA, with existing galvanized portfolio and available capacity to enter NA Ornamental market • Continues consolidation of NA manufacturing, with greater pricing discipline to the welded stainless steel pipe industry • Positions Synalloy with the broadest pipe manufacturing capabilities • Lowest cost position @ 35% lower costs than TIG mill welding for similar sizes 28

MARGIN CONTRIBUTION – CURRENT PROJECTION 2018 EBITDA Legacy Businesses Composition & Margin Acquisitions* (Continuing Operations) (Since 2011) 14.8% EBITDA Margin 15.1% EBITDA Margin (up from 8.9% in 2011) 54% of Total EBITDA 46% of Total EBITDA * 2018 Projected assuming ½ year of Galvanized 29

MARGIN CONTRIBUTION – WITH ORGANIC GROWTH 2021 PROJECTED EBITDA Legacy Businesses Composition & Margin Acquisitions (Continuing Operations) (Since 2011) 14.0% EBITDA Margin 13.8% EBITDA Margin (up from 8.9% in 2011) 56% of Total EBITDA 44% of Total EBITDA 30

ENTERPRISE VALUE & EV to EBITDA 2018 2021 2014* 2015* 2016* 2017* Projected ** Projected *** EBITDA (As Reported Ex Disc Ops) $ 21.76 $ 11.87 $ 2.06 $ 12.55 $ 37.00 $ 42.50 Annual High Stock Price $ 18.84 $ 18.49 $ 11.70 $ 15.30 $ 24.55 $ 35.68 Proj at 7.5x EV/EBITDA Year-End Market Cap in Millions $ 164.2 $ 161.1 $ 101.2 $ 133.2 $ 219.3 $ 320.5 Year-End Debt in Millions $ 31.8 $ 28.0 $ 8.8 $ 8.8 $ 48.9 $ 3.5 • 2014 to 2017 Based on Annual High Stock Price Year-End Cash in Millions $ 0.0 $ 0.4 $ 0.1 $ 0.1 $ - $ 5.3 • **Based on Peak 2018 8/8/18 Close of $24.55 Year-End Stock Invest in Millions $ 4.6 • ***2021 Based on assumed EV to EBITDA of 7.5x Year-End Net Debt $ 31.8 $ 27.6 $ 8.7 $ 8.7 $ 44.3 -$ 1.8 Year-End Enterprise Value in Millions$ 196 $ 189 $ 110 $ 142 $ 264 $ 319 31 and Projected Net Cash of $1.8 million Year-End EV to EBITDA Multiple 9.0x 15.9x 53.3x 11.3x 7.1x 7.5x

Appendix 1: Reconciliation of Forecasted 2018 and 2021 Net Income to Adjusted EBITDA

RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA (unaudited) 2018 Forecast 2021 Forecast Consolidated Net income $ 17,020,000 $ 24,504,000 Adjustments: Interest expense 1,741,000 599,000 Income taxes 4,688,000 6,872,000 Depreciation 6,408,000 7,071,000 Amortization 2,336,000 2,366,000 EBITDA $ 32,193,000 $ 41,412,000 Earn-out adjustments 2,585,000 131,000 Acquisition costs 1,234,000 - Stock option / grant costs 811,000 859,000 Loss on investments 29,000 - Straight line lease cost - sale-leaseback 359,000 459,000 Sale-leaseback gain (334,000) (334,000) Retention expense 149,000 - Adjusted EBITDA (1) $ 37,026,000 $ 42,527,000 Other favorable (unfavorable) impacts to income (2): Inventory price change gain (loss) $ 6,039,222 $ - Inventory cost adjustments 287,297 - Aged inventory adjustment (35,881) - Manufacturing variances 398,691 - Total other favorable (unfavorable) impacts $ 6,689,329 $ - (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 two 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, and 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). 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. (2) Other favorable (unfavorable) impacts to income - listed to provide investors with insight into financial impacts, that cannot be included in the Non-GAAP measure Adjusted EBITDA, but management believes can provide insight into underlying operational earnings associated with the respective period's activity level. The items include a) inventory price change - the calculated value that profits improved (declined) due to the increase (decrease) in metal and alloy pricing indices during the period, and b)inventory valuation adjustments - value of periodic adjustment to inventory carrying value unrelated to periodic earnings including i) reserve for lower of cost or net realizable value, ii) reserve for aged inventory and iii) manufacturing variances - the calculated value of manufacturing absorption deferred into inventory to be amortized in a later period, rather than being shown in the period that created the benefit or cost. 33

EX-99.2

Exhibit 99.2

Non-GAAP Financial Measures Reconciliation

The Non-GAAP Financial Measures presented at the Midwest IDEAS Investor Conference on August 30, 2018 include the following:

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 two 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; and

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, casualty insurance gain and other adjustments (lesser value items meeting the criteria, where cumulative impact in a period is material). 

For this presentation, costs that were incurred in a specific year that pertained to prior periods were excluded from Adjusted EBITDA in order to present comparable values for ongoing operations. In the Specialty Chemicals Segment, the amount added back for accounts receivable write off represents a significant one-time, extraordinary adjustment for the account balances of four long-standing customers who experienced significant financial hardship during 2011. The Metals Segment added back costs in 2010 - 2014 associated with the discontinued operations of the two fabrication facilities, which closed in 2014, that would remain with the company (i.e., corporate allocation, labor allocation, building depreciation, etc). For this presentation, these on-going costs were absorbed at the Corporate level for Adjusted EBITDA and not reflected in the Metals Segment EBITDA for comparability.

The disclosed Non-GAAP measures are reconciled to its comparable financial measures on a GAAP basis in the following schedules. 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.

Forward-Looking Statements

This 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 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 report.

Contact: Dennis Loughran at (804) 822-3266

Reconciliation of Net Income (Loss) to Adjusted EBITDA
(unaudited)		Projected
Amounts shown in $ millions		2018			2017			2016			2015			2014			2013			2012		2011		2010
Consolidated
Net income (loss) from continuing operations		$	17.0		$	1.3		$	(7.0	)	$	(10.3	)	$	12.6		$	4.8		$	4.0	$	2.5	$	(0.6	)
Adjustments:
	Interest expense	1.8			1.0			0.9			1.4			1.2			1.4			0.6		0.1		0.1
	Change in fair value of interest rate swap	—			(0.1		)	—			—			0.4			(0.7		)	0.1		—		—
	Income taxes	4.7			0.1			(2.2		)	1.8			5.4			0.4			1.9		1.2		(0.4		)
	Depreciation	6.4			5.3			4.3			4.3			3.6			2.9			2.4		2.2		2.2
	Amortization	2.3			2.4			2.5			2.3			1.4			1.6			0.6		—		—
	Acquisition costs	1.2			1.2			0.1			0.4			0.4			0.3			0.9		—		—
	Shelf registration costs	—			—			0.1			0.1			—			0.3			—		—		—
	Gain on investment	—			(0.3		)	—			—			—			—			—		—		—
	Earn-out adjustments	2.6			0.7			—			(4.9		)	(3.5		)	—			—		—		—
	Bargain purchase gain on CRI, net of tax	—			—			—			—			—			(1.1		)	—		—		—
	Casualty insurance gain	—			—			—			(0.9		)	—			—			—		—		—
	Goodwill impairment charge	—			—			—			17.2			—			—			—		—		—
	Gain on excess death benefit	—			—			—			(0.1		)	—			(0.1		)	0.1		—		—
	Other adjustments	—			—			0.1			—			—			—			—		—		—
	Stock option / grant costs	0.8			0.6			0.6			0.5			0.3			—			0.3		0.3		0.2
	Straight line lease cost - sale-leaseback	0.1			0.4			—			—			—			—			—		—		—
	Net sale-leaseback activity	—			(0.3		)	2.6			—			—			—			—		—		—
	Retention expense	0.1			0.2			0.1			0.1			—			0.2			0.1		—		—
	Accounts receivable write-off	—			—			—			—			—			—			—		0.8		—
Adjusted EBITDA		$	37.0		$	12.5		$	2.1		$	11.9		$	21.8		$	10.0		$	11.0	$	7.1	$	1.5
Metals Segment
Net income (loss) from continuing operations		$	26.2		$	5.7		$	(7.0	)	$	(13.1	)	$	13.5		$	2.2		$	5.7	$	4.0	$	(3.3	)
Adjustments:
	Depreciation expense	4.8			3.8			2.7			2.9			2.7			2.2			1.8		1.7		$	1.6
	Amortization expense	2.3			2.3			2.4			2.3			1.3			1.6			0.5		—		—
	Acquisition costs	—			0.4			—			—			—			—			—		—		—
	Earn-out adjustments	2.6			—			—			—			—			—			—		—		—
	Goodwill impairment charge	—			—			—			17.2			—			—			—		—		—
	Other adjustments	—			—			0.1			—			—			—			—		—		—
	Stock option / grant costs	0.2			0.2			0.1			0.1			—			—			—		—		0.1
	Net sale-leaseback activity	(0.2		)	(0.2		)	2.2			—			—			—			—		—		—
	Retention expense	0.1			0.2			0.1			0.1			—			0.2			0.1		—		—
Metals Segment Adjusted EBITDA		$	36.0		$	12.4		$	0.6		$	9.5		$	17.5		$	6.2		$	8.1	$	5.7	$	(1.6	)
Specialty Chemicals Segment
Net income		$	5.3		$	4.4		$	4.7		$	5.4		$	6.1		$	5.7		$	4.8	$	2.2	$	4.0
Adjustments:
	Depreciation expense	1.5			1.3			1.5			1.4			1.0			0.7			0.5		0.5		0.4
	Other adjustments	—			—			0.1			—			—			—			—		—		—
	Stock option / grant costs	0.1			0.1			—			—			—			—			—		—		—
	Net sale-leaseback activity	(0.1		)	(0.1		)	0.2			—			—			—			—		—		—
	Accounts receivable write-off	—			—			—			—			—			—			—		0.8		—
Adjusted EBITDA		$	6.8		$	5.7		$	6.5		$	6.8		$	7.1		$	6.4		$	5.3	$	3.5	$	4.4

Reconciliation of Forecasted 2018 and 2021 Net Income to Adjusted EBITDA
(unaudited)	2018 Forecast			2021 Forecast
Consolidated
Net income	$	17,020,000		$	24,504,000
Adjustments:
Interest expense	1,741,000			599,000
Income taxes	4,688,000			6,872,000
Depreciation	6,408,000			7,071,000
Amortization	2,336,000			2,366,000
EBITDA	32,193,000			41,412,000
Earn-out adjustments	2,585,000			131,000
Acquisition costs	1,234,000			—
Stock option / grant costs	811,000			859,000
Loss on investments	29,000			—
Straight line lease cost - sale-leaseback	359,000			459,000
Sale-leaseback gain	(334,000		)	(334,000		)
Retention expense	149,000			—
Adjusted EBITDA	$	37,026,000		$	42,527,000