SecProbe.io

August 28, 2015
Mail Stop 4631

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
Amendment No. 1 to Registration Statement on Form S-3
Filed August 19, 2015
  File No. 333 -204850
  Form 10 -K for Fiscal Year Ended January 3, 2015
  Filed March 17, 2015
  File No. 000 -19687
  Form 10 -Q for Fiscal Quarter Ended July 4, 2015
  Filed August 11, 2015
  File No. 000 -19687

Dear Mr. Bram :

We have reviewed the above -captioned filings and your letter of correspondence dated
August 19, 2015  and have the following comments .

Synalloy Corporation Form 10 -K for Fiscal Year Ended  January 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 18

Goodwill , page 19

1. We note your response to co mment 5 in  our letter dated July 6, 2015 that you have two
reporting units which are comprised of your two reportable segments “Metals” and
“Specialty Chemicals”.  We further note that f rom your response to comment  14 that you
have 5 operating segments of which BRISMET, Palmer and Specialty Pipe & Tube are
aggregated into the Metals reportable segment and CRI Tolling and Manufacturer’s
Chemicals are aggregated into the Specialty Chemicals reportable segment.   ASC 350
defines a reporting unit as an operating segment or one level below an operating segment
and allows for aggregation at the component level below an operating segment to the
extent similar.  As such, a n operating segment is the highest level within an enti ty that

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 2

 can be a reporting unit.  Please identify for us your  reporting units  in accordance with this
definition as well as the guidance set forth in ASC 350 -30-33.  Please pe rform your
goodwill impairment analysis based on your appropriately identified re porting units.
Please tell us the amount of headroom between the fair value and the carrying value for
each newly identified reporting unit.

Results of Operations, pages 21 -25

2. We note your response to comment 7 in  our letter dated July 6, 2015  as well as your
response to  comment 14 , which indicates that you r business units are operating segments.
Please tell us what consideration was given to discussing U.S. GAAP results and
measures related to your operating segments to the extent those operations are material
and impact significant trends of your reportable segments.  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.

Note 1: Summary of Significant Ac counting Policies, page 32

Revenue Recognition

3. We note f rom your response to comment 10 in  our letter dated July 6, 2015 that CRI has
two types of customers, those that provide the raw material to CRI for processing and
those that CRI  purchases the raw  materials on the customer’s behalf.   We therefore have
the following additional comments regarding your accounting and presentation of CRI
Tolling’s services:

 Tell us how you evaluated the criteria under ASC 605 -45 for transactions with
the customers that do not provide raw materials to the c ompany .  In your
response please highlight key terms of your typical arrangements you
considered (for e.g. who bears inventory risk and the pricing) .
 Please clarify, if true, that you have identified revenues generated from
activities with customers that provided you with raw material as service
revenues.  If not, please provide support for your conclusion that these
revenues are generated from product sales in light of the fact that (i) your only
obligation is to perform various operations to the customer -provided materials
in order to create a pre -defined chemical compound, (ii) you have no
inventory risk, (iii) the tolling price is established and accepted by the
customer prior to submitting an order , and (iv) you are not involved in
establishing the pricing for the customer furnished inventory .

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 3

  Please quantify the amount of revenue that CRI Tolling has recorded for each
set of customers for the three years presented.  Furthermore, your response to
our comment number 14 indicates that your Manufacturers Chemical
operating segment  also provides similar services to CRI.  Please quantify
those service revenues as well.
 Please reassess the  guidance under Rule 5 -03(b)(1) and (2) of Regulation S -X
to separ ately disclose revenue and costs of sales for services in your
consolidated statement of operations.

Note 1: Summary of Significant Accounting Policies, page 32

Fair Value Disclosures, page 33

4. We note yo ur response to comment 11 in  our letter dated July  6, 2015.  Please ensure that
the disclosures you intend to provide  include the items related to the assumptions used in
determining the fair value of the contingent consideration as of the acquisition date and
the description of the facts and circumstance s that caused the probability of achieving the
targets to decline as outlined in your response.

Note 13: Industry Segments , page 4 6

5. We note your response to comment 14 in our letter dated July 6, 2015.  In order for us to
better determine the appropriateness of  aggregating your operating segments into two
reportable segments, for each operating segment please provide us with the sales, gross
profit margin, and key metrics your CODM uses and evaluates in your quantitative
analysis for each of th e last five fiscal years and interim period and each subsequent year
that you have budgeting information that supports your conclusion that the long -term
financial performance is consistent between the operating segments being
aggregated.   Please ensure th at you also show the dollar and percentage changes from
period to period in your analysis.   Please include detailed explanations for any apparent
differences in economic characteristics and trends for a given operating segment when
compared to another oper ating segment for a given period or over several periods.
Explain why each of these differences would not be considered an indication of
differences in economic characteristics between the operating segments and your basis
for concluding that each differe nce is temporary.   Please refer to ASC 280 -10-50-11,
ASC 280 -10-55-7A through 7C, and ASC 280 -10-55-33 through 36 for guidance.
Furthermore, in providing your response please also specifically provide the following:

 The basis for excluding material costs in your determination that the long -
term financial performance for CRI Tolling and Manufacturers Chemical is
the same.

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 4

  A more robust discussion of the qualitative factors under ASC 280 -10-50-11
you considered for aggregating the operating segments within t he Metals
reportable segment in light of the fact that Palmer produces storage tanks
while BRISMET and Specialty Pipe & Tube manufacture and produce
different types of pipe.
 Finally, provide the disclosures required by ASC 280 -10-50-21(a).

6. We note your r esponse to comment 15 in  our letter dated July 6, 2015.  Notwithstanding
the fact that you are aggregating your operating segments based on ASC 280 -10-50-11,
please tell us how you considered the guidance in ASC 280 -10-50-40.  In this regard, we
note for example that the Palmer business manufactures liquid storage solutions while the
BRISMET and Specialty businesses manufacture and distribute different types of pipe.

Note 16: Acquisitions , page 50

7. We note your response to comment 17 in  our letter dated J uly 6, 2015.  In order to better
understand the terms and nature of the separately negotiated arrangements and the
appropriateness of your accounting, please tell us the following:

 The key terms and conditions of the arrangements and whether they were
contingent on successful execution of one another.   In providing your
response please tell us whether you had the legal right and whether the
agreements contained provisions that allowed you to rescind either  acquisition
if it was not successf ul in finaliz ing both .
 Please expand on the nature of the $0.6 million deferred tax liability and what
it relates to.

Synalloy Corporation Form 10 -Q for Fiscal Quarter Ended  July 4, 2015

Note 9: Acquisitions , page 10

8. Your disclosures indicate that as a result of a dditional information obtained surrounding
“the proper lifespan of Specialty’s pipe” and transactions that occurred after the
acquisition date which indicated that the fair value of the inventory was undervalued, the
company changed its accounting policy f or valuing inventory.  We further note that “…as
a result of this change in estimate, approximately $486,000 was recorded in income in the
second quarter of 2015 to eliminate the amounts expensed subsequent to the acquisition
date.”  In order to better understand the c ompany’s accounting please provide the
following:

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 5

  A descriptio n of the transactions that the c ompany considered and whether
they were related to underlying commodity prices or subsequent sales of
inventory.  Tell us how the c ompany conside red the guidance in ASC 805 -10-
25-13 and ASC 805 -10-25-18 in evaluating those transactions in its
determination that the inventory adjustment is considered a measurement
period adjustment.
 A more detailed discussion related to the nature of the change in t he
accounting policy and what consideration was given for the need of a
preferability letter from your auditors.
 A detailed explanation of how the “change in estimate” led to a $486,000
increase in income in second quarter of 2015.

9. We note your disclosure  that during the second quarter of 2015, the estimates used to
value the earn -out liability did not properly reflect the impact of potential oil price
fluctuations that ultimately occurred.  We further note your statement that “Had the facts
and circumstan ces been properly reflected in the beginning valuation at the business
combination date, the value of the earn -out would have been lower than what wa s
recorded.”  As a result, the c ompany determined that since this was identified within one
year of the bus iness combination, the beginning earn -out liability was reduced by $2.4
million resulting in a decrease in goodwill by the same a mount.  Please tell us how the
company considered whether this adjustment was an error in accordance with ASC 250
given that th e information the c ompany became aware of existed as of the acquisition
date and potentially should have known about.  In that regard, we note your disclosure in
Note 8 - Fair Value on page 9 that “it was evident that an oil price fluctuation factor
should  have been applied to the projected earn -out sales levels.”  Furth ermore, please tell
us how the c ompany considered whether the  above adjustment impacted the c ompany’s
recent remediation efforts related to its internal controls around its accounting for
business combinations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10. We note that based on your disclosure in your condensed consolidated statements of cash
flows for the six months ended July 4, 2015 , you recognized  a reduction of provision for
losses on accounts receivable for the period of $837,568.  Given that the amount
represents 34% and 14% of net income from continuing operations for the three months
and six months ended July 4, 2015 , respectively , the amount appears material to the
financial results for those periods.  As such, please tell us and expand your disclosures in
your MD&A to address the nature of the reversal, whether it was related to one customer
or multiple customers and the facts and circumstanc es that led to such reversal.  Refer to
Item 303(A)(3)(i) of Regulation S -K.

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 6

 Item 4. Controls and Procedures

11. Please amend your filings for the periods ended April 4, 2015 and July 4, 2015 to
affirmatively conclude on the effectiveness of your controls and procedures
notwithstanding th e fact that there was no business combination that occurred during the
first six months ended July 4, 2015.  Refer to Item 307 of Regulation S -K.

You may contact  Ameen Hamady  (Staff Accountant) at 202-551-3891 or Jeanne B aker
(Staff Accountant ) at 202-551-3691 if you have questions regarding comments on the financial
statements and related matters.  Please contact Frank Pigott (Staff Attorney) at 202-551-3570 or
me at 202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction
cc: Via E -Mail
 Scott H. Richter
 LeClairRyan