SecProbe.io

July 6, 2015

Via E -Mail
Craig  C. Bram
President and Chief Executive Officer
Synalloy Corporation
775 Spartan Blvd ., Suite 102
P.O. Box 5627
Spartanburg, South Carolina  29304

Re: Synalloy Corporation
Registration Statement on Form S -3
Filed June 10, 2015
  File No. 333-204850

  Form 10 -K for the fiscal year ended January 3, 2015
  Filed March 17, 2015
  File No. 000 -19687

Dear Mr. Bram :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement  filed on Form S -3 on June 10, 2015

Book -Entry Issuance, page 21

General, page 21

1. Please revise to remove to your statement on page 22 that you take no responsibility for
the accuracy of your Book -Entry Issuance section concerning the DTC as you may not

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 2

 disclaim responsibility for the accuracy of the information contained in your registration
statement.

Item 16. Exhibits, page II -2

2. Please tell us how you intend to comply with the requirement to file the statement of
eligibility and qualification for a trustee.  See Item 601(b)(25) of Regulation S -K.

3. We note that you incorporate by reference the Form 8 -K/A filed on February 2, 2015
which includes the audited financial statements of Specialty Pipe & Tube, Inc.  Please
provide a consent for the use of Dixon Hughes Goodman LLP’s report dated February 2,
2015.  Please also refer to your reliance on this report in the Experts section on page 25.

Synalloy Corporation Form 10 -K for the fiscal  year ended January 3, 2015

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations , page
18

Critical Accounting Policies and Estimates, page 18

Inventory Reserves, page 18

4. We note inventory represents 64% of your current assets and 36% of your total assets as
of January 3, 2015.  Due to the significance of your inventory, please enhance your
critical accounting policies and estimates disclosures to provide investors with a better
understanding of the factors you consider when determining your excess and
obsolescence reserves.   Your disclosure s should include a discussion of the nature of the
inventory that required reserves, the dollar value of that inventory and a discussion of the
facts and circumstances surrounding management’s determination of the amount of
reserves recorded for each perio d.  In this regard, you should address the specific facts
and circumstances that caused you to increase the reserve from $2,217,000 as of
December 28, 2013 to $4,866,000 as of January 3, 2015.   Furthermore, please disclose
how accurate your estimate/assump tion has been in the past, how much the
estimate/assumption has changed in the past, and whether the estimate/assumption is
reasonably likely to change in the future.

Goodwill , page 19

5. Please expand your disclosures to define the reporting unit level at  which you test
goodwill for impairment.   Your expanded disclosure should identify the number of
reporting un its that you have and whether any of those reporting  units  were aggregated
for purposes of testing goodwill for impairment.   Please refer to ASC 35 0-20-35 for
guidance.  Furthermore, we note that based on your latest goodwill impairment test, each
reporting unit’s fair value exceeded its carrying value.  Please tell us the amount of

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 3

 headroom between the fair value and carrying value for each reportin g unit and clarify
whether the fair value of  any particular reporting unit did not substantially exceed its
carrying amount.  To the extent that you have determined the estimated fair value
substantially exceeds the carrying value for your reporting units , please disclose this
determination.  Alternatively, if the estimated fair value for any of your reporting units is
not substantially in excess of the carrying value, please tell us and disclose the following:

 The percentage by which the fair value of th e reporting unit exceeded the carrying
value as of the most recent test;
 Discuss the degree of uncertainty associated with the key assumptions; and
 Describe the potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions used in
determining fair value.

Liquidity and Capital Resources, page 19

6. Please provide a more informative analysis and discussion of changes in operating cash
flows, including changes in working capital components, for each period presented.  In
doing so, please explain the underlying reasons for and implications of material changes
between periods to provide investors with an understanding of trends and variability in
cash flows.  Please ensure your discussion and a nalysis is not merely a recitation of
changes evident from the financial statements.   For example, while we note that on page
20 you disclose that “accounts payable favorably affected significant inventory purchases
in the fourth quarter of 2014”, you do n ot address the specific reasons for these
purchases.   Furthermore, please consider including an analysis of inventory turnover rates
for each period presented along with an explanation of any material variances.   Refer to
FRC 501.13 and 501.14 and Item 303 (a) of Regulation S -K for additional guidance.

Results of Operations, pages 21 -25

7. We note that your recent earnings release transcripts provides significant disaggregated
financial information such as sales and EBITDA results at your business unit level.   In
this regard, we remind you that the principal objective of MD&A includes providing
readers with a view of the company through the eyes of management.  With reference to
Section I.B and III.B.1 of SEC Release 33 -8350, please tell us what consideration you
gave to presenting this information in MD&A.

8. Please expand your disclosures to quantify how much of the increase or decrease in
revenue at the consolidated and segment level are due to volume of product or services
provided, and/or average price.  Please refer to Item 303(a)(3) of Regulation S -K and
Section 501.12 of the Financial Reporting Codification for guidance.

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 4

 9. Please quantify the impact of factors disclosed as materially impacting operating income
for each period presented at the consolidated l evel and the segment level.   Examples of
some of the factors disclosed without quantification include:

 The Company –wide cost cutting initiatives implemented in January 2014 had a
favorable effect on profitability for 2014 with the average cost per pound
decreasing seven percent.
 Six weeks of Specialty’s operating income were included in the fourth quarter of
2014.
 Brismet’s product mix changed significantly in 2014.  New sales pricing tools
have allowed the sales department to focus on profitable sales quo tes while
decreasing emphasis on lower margin business.

Please refer to Items 303(a)(3)(i), 303(a)(3)(iii), and 303(a)(3)(iv) of Regulation S -X and
Section 501.12.b.3 of the Financial Reporting Codification for guidance.

Note 1: Summary of Significant Accounting Policies, page 32

Revenue Recognition , page 33

10. We note your disclosure on page 5 that CRI Tolling “…continued CRI’s business as that
of a toll manufacturer that provides outside manufacturing resources to global and
regional chemical companie s.”  Furthermore, your website adds that “ CRI focuses on
providing a consistent, reliable service that produces quality finished goods….”  We have
the following comments regarding CRI Tolling ’s services:

 Tell us and revise your disclosures to clarify the nature of services CRI Tolling
provides, its related fee structures and related revenue recognition;
 Clarify whether CRI Tolling’s customers provide their own  raw materials or
semi -finished goods when they utilize CRI Tolling’s manufacturing processes;
 Tell us how you considered the guidance under ASC 605 -45 when evaluating the
arrangements that CRI Tolling enters into; and
 Tell us how you considered the guidance under Rule 5 -03(b)(1) and (2) of
Regulation S -X to separately disclose revenue and costs of sal es for services in
your consolidated statement of operations.

Fair Value Disclosures , page 33

11. We note your disclosure that the amount of the total earn -out liability to the prior owners
of Palmer was determined using management’s best estimate of Palmer’ s EBITDA for
the three -year earn out period and that following your review of the earn -out reserve
during the three months ended June 28, 2014 the Company determined that the second
year target would not be attained and resulted in the recognition of a $3, 476,197 gain.
Your disclosure also states that the Company expected that the target for the third  year

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 5

 for Palmer would be met.   However, as disclosed in your Form 10 -Q for the three months
ended April 4, 2015,  the remaining liability balance was eliminated and led to an
additional gain of $2,483,333.  In light of these significant revisions, please address the
following:

 Please tell us and provide detailed disclosure of management´s significant
assumptions used in estimating the fair value  of Palmer’s contingent
consideration, including management’s expectations for meeting the provisions of
the earn -out agreement.  You may wish to provide these disclosures  within your
discussion of your c ritical accounting policies and estimates  discussion for
business combinations; and
 For each significant revision, please revise your disclosures to identify the
specific facts and circumstances that caused the probability of achieving the
specified targets to decline.   Your disclosure should s pecifically address the
circumstances that led to Palmer’s operating results to fall below management´s
expectations as of the acquisition date.

Note 8: In come Taxes, page 4 2

12. Your narrative disclosure indicates that there is a $1.57 million valuation allowance
attributed to $46 million in state net operating loss carryforwards, however, there is no
corresponding valuation allowance reflected in the tabular presentation of the significant
components of your deferred tax assets and liabilities as of January 3, 2015.  Please
clarify whether or not your valuation allowance is included in your table as an offset and
if not, why not.  If so, please separately refl ect the valuation allowance in order to present
the total of all deferred assets. See ASC 740 -10-50-2.  Please also address this comment
as it relates to your fiscal year 2013 presentation.

13. We note that the $1.5 million increase in  unrecognized tax benefi ts related  to prior year
tax positions .  In accordance with ASC 740 -10-50-15A.b., please disclose the total
amount of unrecognized tax benefits that, if recognized, would affect the effective tax
rate.  Also, since you expect a decrease of $1.5 million for  unrecognized tax benefits over
the next twelve months, please provide the disclosures required by ASC 740 -10-50-15b.

Note 13: Industry Segments , page 4 6

14. You indicate that the Company operates in two principal industry segments: metals and
specialty che micals  and that these segments were identified based on products and
services.  In light of the information you present in your Business section as well as the
discrete financial information provided in your recent earnings calls which includes sales
and a djusted EBITDA information for your Manufacture’s chemicals, CRI tolling,
BRISMET, Palmer, and Specialty Pipe & Tube business units, please provide us with the
following additional  information to support your current segment reporting:

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 6

  Describe for us the company’s internal management reporting process, including
organization and reporting structure;
 Identify the company’s chief operating decision maker (“CODM”) and describe
the basis for this determination;
 With reference to ASC 280 -10-50-1, please tel l us the level at which your CODM
receives financial information for purposes of making decisions about the
allocation of resources and evaluating performance.  In this regard, cl arify
whether your business units  meet the definition of an operating segment ; and
 Describe for us the internal management reports, including the nature of and level
of detail of financial information, reviewed by your CODM for allocating
resources and evaluating performance within your organization.

15. With reference to ASC 280 -10-50-40, please tell us how you considered the guidance to
provide entity wide information by products and services.  In this regard, we note that the
Metals and Specialty Chemicals segments include different types of products wi thin
them.  For example, the Palmer business  manufactures liquid storage solutions while the
BRISMET and Specialty businesses manufacture and distribute different types of pipe
within the Metals segment.  Similarly, CRI Tolling is a toll manufacturer with in the
Specialty Chemicals segment.

Note 16: Acquisitions , page 50

16. Please confirm that the purchase price allocation for the acquisition of Specialty Pipe and
Tube Inc. has been finalized.   If not, please provide the disclosures required by ASC 805-
10-50-6.

17. Please provide us with additional information to support your conclusion that the
acquisition of all substantially  all of the assets of CRI and the CRI facility met the
definition of a business under ASC 805.   Please explain why the acquisition of th e CRI
assets and facilities were purchased separately. Please tell us if the equipment was located
in the facility.  Please also provide detailed support for the fair value adjustments
recognized for the building, land and equipment.

Note 17 Dispositio ns and Closures, page 55

18. Please expand your disclosures to provide additional information regarding the costs
associated with your sale of Ram -Fab and  your closure of Bristol Fab.  In this regard,
please clarify the nature of the $3 million of Bristol Fab  inventory which, according to
your Form 10 -Q for the quarter ended June 30, 2014 you disposed of.  Explain why that
inventory was not saleable.

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 7

 Schedule II Valuation and Qualifying Accounts, page 64

19. Please disclose the activity related to your inventory  reserves.  Refer to Rule 12 -09 of
Regulation S -X.

Definitive Proxy Statement on Schedule 14A

20. Please explain why you have not provided disclosure consistent with the requirements of
Item 402(d)(2)(iii) of Regulation S -K with respect to the short -term cash incentive
compensation payable under the 2014 Incentive Plan.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act o f 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwit hstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff