☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Transition Period from _____ to _____
|
Delaware
|
|
|
57-0426694
|
|
(State or other jurisdiction of incorporation or organization)
|
|
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(I.R.S. Employer Identification No.)
|
|
|
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4510 Cox Road,
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Suite 201,
|
|
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Richmond,
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Virginia
|
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23060
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(Address of principal executive offices)
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(Zip Code)
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(804)
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822-3260
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(Registrant's telephone number, including area code)
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Title of each class
|
Trading Symbol
|
Name of exchange on which registered
|
Common Stock, par value $1.00 per share
|
SYNL
|
NASDAQ Global Market
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
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Emerging growth company
|
☐
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PART I. FINANCIAL INFORMATION
|
|||
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Financial Statements
|
|
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||
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||
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Item 2.
|
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
|
|||
Item 1.
|
|
||
Item 1A.
|
|
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Item 2.
|
|
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Item 3.
|
|
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Item 4.
|
|
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Item 5.
|
|
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Item 6.
|
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||
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|
|
|
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(Unaudited)
|
|
|
||||
|
June 30, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,412
|
|
|
$
|
626
|
|
Accounts receivable, net of allowance for credit losses of $939 and $70, respectively
|
36,226
|
|
|
35,074
|
|
||
Inventories, net
|
95,331
|
|
|
98,186
|
|
||
Prepaid expenses and other current assets
|
14,718
|
|
|
13,229
|
|
||
Total current assets
|
147,687
|
|
|
147,115
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
37,359
|
|
|
40,690
|
|
||
Right-of-use assets, operating leases, net
|
35,717
|
|
|
35,772
|
|
||
Goodwill
|
17,558
|
|
|
17,558
|
|
||
Intangible assets, net
|
12,835
|
|
|
15,714
|
|
||
Deferred charges, net
|
268
|
|
|
348
|
|
||
Total assets
|
$
|
251,424
|
|
|
$
|
257,197
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
24,844
|
|
|
$
|
21,150
|
|
Accrued expenses and other current liabilities
|
10,243
|
|
|
11,613
|
|
||
Current portion of long-term debt
|
4,000
|
|
|
4,000
|
|
||
Current portion of operating lease liabilities
|
991
|
|
|
3,562
|
|
||
Current portion of finance lease liabilities
|
31
|
|
|
253
|
|
||
Total current liabilities
|
40,109
|
|
|
40,578
|
|
||
|
|
|
|
||||
Long-term debt
|
74,635
|
|
|
71,554
|
|
||
Long-term portion of earn-out liability
|
1,642
|
|
|
3,578
|
|
||
Deferred income taxes
|
333
|
|
|
790
|
|
||
Long-term portion of operating lease liabilities
|
36,510
|
|
|
33,723
|
|
||
Long-term portion of finance lease liabilities
|
44
|
|
|
336
|
|
||
Other long-term liabilities
|
94
|
|
|
127
|
|
||
Total non-current liabilities
|
113,258
|
|
|
110,108
|
|
||
Commitments and contingencies – See Note 11
|
|
|
|
||||
|
|
|
|
||||
Shareholders' equity
|
|
|
|
||||
Common stock, par value $1 per share; authorized 24,000,000 shares; issued 10,300,000 shares
|
10,300
|
|
|
10,300
|
|
||
Capital in excess of par value
|
37,465
|
|
|
37,407
|
|
||
Retained earnings
|
61,967
|
|
|
70,552
|
|
||
|
109,732
|
|
|
118,259
|
|
||
Less cost of common stock in treasury - 1,241,961 and 1,257,784 shares, respectively
|
11,675
|
|
|
11,748
|
|
||
Total shareholders' equity
|
98,057
|
|
|
106,511
|
|
||
Total liabilities and shareholders' equity
|
$
|
251,424
|
|
|
$
|
257,197
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net sales
|
$
|
66,136
|
|
|
$
|
78,778
|
|
|
$
|
140,833
|
|
|
$
|
163,582
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
61,775
|
|
|
70,940
|
|
|
129,321
|
|
|
147,060
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
4,361
|
|
|
7,838
|
|
|
11,512
|
|
|
16,522
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expense
|
7,043
|
|
|
7,663
|
|
|
14,814
|
|
|
16,558
|
|
||||
Acquisition costs and other
|
6
|
|
|
20
|
|
|
135
|
|
|
348
|
|
||||
Proxy contest costs
|
2,734
|
|
|
—
|
|
|
2,909
|
|
|
—
|
|
||||
Earn-out adjustments
|
(827
|
)
|
|
(418
|
)
|
|
(823
|
)
|
|
(401
|
)
|
||||
Asset impairments
|
6,079
|
|
|
—
|
|
|
6,079
|
|
|
—
|
|
||||
Operating (loss) income
|
(10,674
|
)
|
|
573
|
|
|
(11,602
|
)
|
|
17
|
|
||||
Other expense (income)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
532
|
|
|
1,010
|
|
|
1,251
|
|
|
2,034
|
|
||||
Change in fair value of interest rate swaps
|
(4
|
)
|
|
77
|
|
|
81
|
|
|
124
|
|
||||
Other, net
|
(2,129
|
)
|
|
(110
|
)
|
|
(1,303
|
)
|
|
(404
|
)
|
||||
Loss before income taxes
|
(9,073
|
)
|
|
(404
|
)
|
|
(11,631
|
)
|
|
(1,737
|
)
|
||||
Income tax benefit
|
(2,116
|
)
|
|
(142
|
)
|
|
(3,496
|
)
|
|
(548
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(6,957
|
)
|
|
$
|
(262
|
)
|
|
$
|
(8,135
|
)
|
|
$
|
(1,189
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.77
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.13
|
)
|
Diluted
|
$
|
(0.77
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
9,058
|
|
|
8,974
|
|
|
9,066
|
|
|
8,951
|
|
||||
Dilutive effect from stock options and grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted
|
9,058
|
|
|
8,974
|
|
|
9,066
|
|
|
8,951
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(8,135
|
)
|
|
$
|
(1,189
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation expense
|
3,866
|
|
|
3,832
|
|
||
Amortization expense
|
1,619
|
|
|
1,743
|
|
||
Asset impairments
|
6,079
|
|
|
—
|
|
||
Amortization of debt issuance costs
|
80
|
|
|
80
|
|
||
Unrealized (gain) loss on equity securities
|
(208
|
)
|
|
101
|
|
||
Deferred income taxes
|
(458
|
)
|
|
(163
|
)
|
||
Proceeds from business interruption insurance
|
1,040
|
|
|
—
|
|
||
Gain on sale of equity securities
|
(31
|
)
|
|
(474
|
)
|
||
Earn-out adjustments
|
(823
|
)
|
|
(401
|
)
|
||
Payments on earn-out liabilities in excess of acquisition date fair value
|
(292
|
)
|
|
(436
|
)
|
||
Provision for losses on accounts receivable
|
316
|
|
|
64
|
|
||
Provision for losses on inventories
|
553
|
|
|
799
|
|
||
Loss on sale of property, plant and equipment
|
238
|
|
|
—
|
|
||
Non-cash lease expense
|
256
|
|
|
288
|
|
||
Non-cash lease termination loss
|
24
|
|
|
—
|
|
||
Change in fair value of interest rate swap
|
81
|
|
|
124
|
|
||
Issuance of treasury stock for director fees
|
—
|
|
|
304
|
|
||
Stock-based compensation expense
|
766
|
|
|
852
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(1,917
|
)
|
|
850
|
|
||
Inventories
|
(1,411
|
)
|
|
8,550
|
|
||
Other assets and liabilities
|
(2,225
|
)
|
|
(1,271
|
)
|
||
Accounts payable
|
3,694
|
|
|
2,486
|
|
||
Accrued expenses
|
(203
|
)
|
|
(1,375
|
)
|
||
Accrued income taxes
|
(3,082
|
)
|
|
(1,539
|
)
|
||
Net cash (used in) provided by operating activities
|
(173
|
)
|
|
13,225
|
|
||
Investing activities
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(1,969
|
)
|
|
(1,884
|
)
|
||
Proceeds from sale of property, plant and equipment
|
100
|
|
|
—
|
|
||
Proceeds from sale of equity securities
|
2,667
|
|
|
1,091
|
|
||
Purchase of equity securities
|
—
|
|
|
(544
|
)
|
||
Acquisition of ASTI
|
—
|
|
|
(21,895
|
)
|
||
Net cash provided by (used in) investing activities
|
798
|
|
|
(23,232
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Borrowings (repayments) from line of credit
|
5,080
|
|
|
(9,068
|
)
|
||
Borrowings from term loan
|
—
|
|
|
20,000
|
|
||
Payments on long-term debt
|
(2,000
|
)
|
|
(1,667
|
)
|
||
Principal payments on finance lease obligations
|
(93
|
)
|
|
(109
|
)
|
||
Payments for finance lease terminations
|
(204
|
)
|
|
—
|
|
||
Payments on earn-out liabilities
|
(1,987
|
)
|
|
(1,346
|
)
|
||
Repurchase of common stock
|
(635
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
161
|
|
|
7,810
|
|
||
Increase (Decrease) in cash and cash equivalents
|
786
|
|
|
(2,197
|
)
|
||
Cash and cash equivalents at beginning of period
|
626
|
|
|
2,220
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,412
|
|
|
$
|
23
|
|
|
|
|
|
||||
Supplemental disclosure
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
1,203
|
|
|
$
|
1,860
|
|
Income taxes
|
$
|
6
|
|
|
$
|
1,166
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Common Stock
|
|
Capital in Excess of
Par Value |
|
Retained Earnings
|
|
Cost of Common Stock in Treasury
|
|
Total
|
||||||||||
Balance at March 31, 2020
|
$
|
10,300
|
|
|
$
|
37,035
|
|
|
$
|
68,924
|
|
|
$
|
(11,675
|
)
|
|
$
|
104,584
|
|
Net loss
|
—
|
|
|
—
|
|
|
(6,957
|
)
|
|
—
|
|
|
(6,957
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
430
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|||||
Balance at June 30, 2020
|
$
|
10,300
|
|
|
$
|
37,465
|
|
|
$
|
61,967
|
|
|
$
|
(11,675
|
)
|
|
$
|
98,057
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Six Months Ended June 30, 2020
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Common Stock
|
|
Capital in Excess of
Par Value
|
|
Retained Earnings
|
|
Cost of Common Stock in Treasury
|
|
Total
|
||||||||||
Balance at December 31, 2019
|
$
|
10,300
|
|
|
$
|
37,407
|
|
|
$
|
70,552
|
|
|
$
|
(11,748
|
)
|
|
$
|
106,511
|
|
Net loss
|
—
|
|
|
—
|
|
|
(8,135
|
)
|
|
—
|
|
|
(8,135
|
)
|
|||||
Cumulative adjustment due to adoption of ASC 326
|
—
|
|
|
—
|
|
|
(450
|
)
|
|
—
|
|
|
(450
|
)
|
|||||
Issuance of 75,440 shares of common stock from treasury
|
—
|
|
|
(708
|
)
|
|
—
|
|
|
708
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
766
|
|
|
—
|
|
|
—
|
|
|
766
|
|
|||||
Purchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(635
|
)
|
|
(635
|
)
|
|||||
Balance at June 30, 2020
|
$
|
10,300
|
|
|
$
|
37,465
|
|
|
$
|
61,967
|
|
|
$
|
(11,675
|
)
|
|
$
|
98,057
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Common Stock
|
|
Capital in Excess of
Par Value |
|
Retained Earnings
|
|
Cost of Common Stock in Treasury
|
|
Total
|
||||||||||
Balance at March 31, 2019
|
$
|
10,300
|
|
|
$
|
36,304
|
|
|
$
|
72,661
|
|
|
$
|
(12,470
|
)
|
|
$
|
106,795
|
|
Net loss
|
—
|
|
|
—
|
|
|
(262
|
)
|
|
—
|
|
|
(262
|
)
|
|||||
Issuance of 29,276 shares of common stock from treasury
|
—
|
|
|
24
|
|
|
—
|
|
|
280
|
|
|
304
|
|
|||||
Stock-based compensation
|
—
|
|
|
237
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|||||
Balance at June 30, 2019
|
$
|
10,300
|
|
|
$
|
36,565
|
|
|
$
|
72,399
|
|
|
$
|
(12,190
|
)
|
|
$
|
107,074
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Common Stock
|
|
Capital in Excess of
Par Value
|
|
Retained Earnings
|
|
Cost of Common Stock in Treasury
|
|
Total
|
||||||||||
Balance at December 31, 2018
|
$
|
10,300
|
|
|
$
|
36,521
|
|
|
$
|
68,965
|
|
|
$
|
(13,302
|
)
|
|
$
|
102,484
|
|
Net loss
|
—
|
|
|
—
|
|
|
(1,189
|
)
|
|
—
|
|
|
(1,189
|
)
|
|||||
Cumulative adjustment due to adoption of ASC 842
|
—
|
|
|
—
|
|
|
4,623
|
|
|
—
|
|
|
4,623
|
|
|||||
Issuance of 118,430 shares of common stock from treasury
|
—
|
|
|
(808
|
)
|
|
—
|
|
|
1,112
|
|
|
304
|
|
|||||
Stock-based compensation
|
—
|
|
|
852
|
|
|
—
|
|
|
—
|
|
|
852
|
|
|||||
Balance at June 30, 2019
|
$
|
10,300
|
|
|
$
|
36,565
|
|
|
$
|
72,399
|
|
|
$
|
(12,190
|
)
|
|
$
|
107,074
|
|
•
|
Quoted prices for similar assets or liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets or liabilities in non-active markets;
|
•
|
Inputs other than quoted prices that are observable for the asset or liability; and
|
•
|
Inputs that are derived principally from or corroborated by other observable market data.
|
(in thousands)
|
MUSA-Stainless
|
|
MUSA-Galvanized
|
|
American Stainless
|
|
Total
|
||||||||
Balance at December 31, 2019
|
$
|
2,403
|
|
|
$
|
1,782
|
|
|
$
|
4,969
|
|
|
$
|
9,154
|
|
Earn-out payments during the period
|
(919
|
)
|
|
(352
|
)
|
|
(1,008
|
)
|
|
(2,279
|
)
|
||||
Changes in fair value during the period
|
(271
|
)
|
|
74
|
|
|
(626
|
)
|
|
(823
|
)
|
||||
Balance at June 30, 2020
|
$
|
1,213
|
|
|
$
|
1,504
|
|
|
$
|
3,335
|
|
|
$
|
6,052
|
|
Instrument
|
Fair Value
June 30, 2020
|
Principal Valuation Technique
|
Significant Unobservable Inputs
|
Range
|
Weighted
Average
|
Contingent consideration (earn-out) liabilities
|
$6,052
|
Probability Weighted Expected Return
|
Discount rate
|
-
|
5%
|
Timing of estimated payouts
|
2020 - 2022
|
-
|
|||
Future revenue projection
|
$5.8M - 14.3M
|
$10.7M
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Raw materials
|
$
|
40,183
|
|
|
$
|
42,896
|
|
Work-in-process
|
23,481
|
|
|
17,616
|
|
||
Finished goods
|
32,945
|
|
|
38,422
|
|
||
|
96,609
|
|
|
98,934
|
|
||
Less inventory reserves
|
1,278
|
|
|
748
|
|
||
Inventories, net
|
$
|
95,331
|
|
|
$
|
98,186
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Land
|
$
|
63
|
|
|
$
|
63
|
|
Leasehold improvements
|
2,338
|
|
|
1,921
|
|
||
Buildings
|
84
|
|
|
214
|
|
||
Machinery, fixtures and equipment
|
99,220
|
|
|
100,300
|
|
||
Construction-in-progress
|
3,083
|
|
|
2,999
|
|
||
|
104,788
|
|
|
105,497
|
|
||
Less accumulated depreciation and amortization
|
67,429
|
|
|
64,807
|
|
||
Property, plant and equipment, net
|
$
|
37,359
|
|
|
$
|
40,690
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Metals Segment
|
$
|
16,203
|
|
|
$
|
16,203
|
|
Specialty Chemicals Segment
|
1,355
|
|
|
1,355
|
|
||
Goodwill
|
$
|
17,558
|
|
|
$
|
17,558
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
Intangible assets, gross
|
$
|
30,866
|
|
|
$
|
32,126
|
|
Accumulated amortization of intangible assets
|
(18,031
|
)
|
|
(16,412
|
)
|
||
Intangible assets, net
|
$
|
12,835
|
|
|
$
|
15,714
|
|
Remainder of 2020
|
$
|
1,409
|
|
2021
|
2,721
|
|
|
2022
|
2,501
|
|
|
2023
|
1,050
|
|
|
2024
|
952
|
|
|
2025
|
855
|
|
|
Thereafter
|
3,347
|
|
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
||||
$100 million Revolving line of credit, due December 20, 2021
|
$
|
64,302
|
|
|
$
|
59,221
|
|
$20 million Term loan, due January 1, 2024
|
14,333
|
|
|
16,333
|
|
||
|
$
|
78,635
|
|
|
$
|
75,554
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands, except per share data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(6,957
|
)
|
|
$
|
(262
|
)
|
|
$
|
(8,135
|
)
|
|
$
|
(1,189
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per share - weighted average shares
|
9,058
|
|
|
8,974
|
|
|
9,066
|
|
|
8,951
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
||||||
Employee stock options and stock grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted earnings per share - weighted average shares
|
9,058
|
|
|
8,974
|
|
|
9,066
|
|
|
8,951
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.77
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.13
|
)
|
Diluted
|
$
|
(0.77
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.13
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Income tax benefit
|
$
|
(2,116
|
)
|
|
$
|
(142
|
)
|
|
$
|
(3,496
|
)
|
|
$
|
(548
|
)
|
Effective income tax rate
|
23.3
|
%
|
|
35.0
|
%
|
|
30.1
|
%
|
|
31.5
|
%
|
Classification
|
|
Financial Statement Line Item
|
|
June 30, 2020
|
|
|
Assets
|
|
Right-of-use assets, operating leases
|
|
$
|
35,717
|
|
Assets
|
|
Property, plant and equipment
|
|
74
|
|
|
Current liabilities
|
|
Current portion of lease liabilities, operating leases
|
|
991
|
|
|
Current liabilities
|
|
Current portion of lease liabilities, finance leases
|
|
31
|
|
|
Non-current liabilities
|
|
Non-current portion of lease liabilities, operating leases
|
|
36,510
|
|
|
Non-current liabilities
|
|
Non-current portion of lease liabilities, finance leases
|
|
44
|
|
(in thousands)
|
Three Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2020
|
||||
Operating lease cost
|
$
|
1,035
|
|
|
$
|
2,069
|
|
Finance lease cost:
|
|
|
|
||||
Amortization of right-of-use assets
|
26
|
|
|
75
|
|
||
Interest on finance lease liabilities
|
7
|
|
|
24
|
|
||
Total lease cost
|
$
|
1,068
|
|
|
$
|
2,168
|
|
(in thousands)
|
Operating
|
|
Finance
|
||||
Remainder of 2020
|
$
|
1,829
|
|
|
$
|
17
|
|
2021
|
3,710
|
|
|
22
|
|
||
2022
|
3,767
|
|
|
15
|
|
||
2023
|
3,803
|
|
|
15
|
|
||
2024
|
3,656
|
|
|
8
|
|
||
Thereafter
|
48,577
|
|
|
—
|
|
||
Total undiscounted minimum future lease payments
|
65,342
|
|
|
77
|
|
||
Imputed Interest
|
27,841
|
|
|
2
|
|
||
Present value of lease liabilities
|
$
|
37,501
|
|
|
$
|
75
|
|
Weighted-average remaining lease term
|
June 30, 2020
|
|
Operating Leases
|
15.96 years
|
|
Finance Leases
|
2.97 years
|
|
Weighted-average discount rate
|
|
|
Operating Leases
|
7.31
|
%
|
Finance Leases
|
2.65
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Metals Segment
|
$
|
52,018
|
|
|
$
|
64,503
|
|
|
$
|
112,681
|
|
|
$
|
135,607
|
|
Specialty Chemicals Segment
|
14,118
|
|
|
14,275
|
|
|
28,152
|
|
|
27,975
|
|
||||
|
$
|
66,136
|
|
|
$
|
78,778
|
|
|
$
|
140,833
|
|
|
$
|
163,582
|
|
Operating (loss) income
|
|
|
|
|
|
|
|
||||||||
Metals Segment
|
$
|
(9,155
|
)
|
|
$
|
1,193
|
|
|
$
|
(8,221
|
)
|
|
$
|
2,675
|
|
Specialty Chemicals Segment
|
1,980
|
|
|
926
|
|
|
2,447
|
|
|
1,540
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Unallocated corporate expenses
|
1,586
|
|
|
1,944
|
|
|
3,607
|
|
|
4,251
|
|
||||
Acquisition related costs and other
|
6
|
|
|
20
|
|
|
135
|
|
|
348
|
|
||||
Proxy contest costs
|
2,734
|
|
|
—
|
|
|
2,909
|
|
|
—
|
|
||||
Earn-out adjustments
|
(827
|
)
|
|
(418
|
)
|
|
(823
|
)
|
|
(401
|
)
|
||||
Operating (loss) income
|
(10,674
|
)
|
|
573
|
|
|
(11,602
|
)
|
|
17
|
|
||||
Interest expense
|
532
|
|
|
1,010
|
|
|
1,251
|
|
|
2,034
|
|
||||
Change in fair value of interest rate swap
|
(4
|
)
|
|
77
|
|
|
81
|
|
|
124
|
|
||||
Other (income) expense, net
|
(2,129
|
)
|
|
(110
|
)
|
|
(1,303
|
)
|
|
(404
|
)
|
||||
Loss before income taxes
|
$
|
(9,073
|
)
|
|
$
|
(404
|
)
|
|
$
|
(11,631
|
)
|
|
$
|
(1,737
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
As of
|
|
|
|
|
||||||||||
(in thousands)
|
June 30, 2020
|
|
December 31, 2019
|
|
|
|
|
||||||||
Identifiable assets
|
|
|
|
|
|
|
|
||||||||
Metals Segment
|
$
|
177,442
|
|
|
$
|
186,758
|
|
|
|
|
|
||||
Specialty Chemicals Segment
|
27,039
|
|
|
25,428
|
|
|
|
|
|
||||||
Corporate
|
46,943
|
|
|
45,011
|
|
|
|
|
|
||||||
|
$
|
251,424
|
|
|
$
|
257,197
|
|
|
|
|
|
(in thousands)
|
Initial estimate
|
|
Revisions
|
|
Final
|
||||||
Inventories
|
$
|
5,564
|
|
|
$
|
—
|
|
|
$
|
5,564
|
|
Accounts receivable
|
3,534
|
|
|
—
|
|
|
3,534
|
|
|||
Other current assets - production and maintenance supplies
|
605
|
|
|
—
|
|
|
605
|
|
|||
Property, plant and equipment
|
2,793
|
|
|
—
|
|
|
2,793
|
|
|||
Customer list intangible
|
10,000
|
|
|
(496
|
)
|
|
9,504
|
|
|||
Goodwill
|
7,044
|
|
|
714
|
|
|
7,758
|
|
|||
Contingent consideration (earn-out liability)
|
(6,148
|
)
|
|
(218
|
)
|
|
(6,366
|
)
|
|||
Accounts payable
|
(1,400
|
)
|
|
—
|
|
|
(1,400
|
)
|
|||
Other liabilities
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
|||
|
$
|
21,895
|
|
|
$
|
—
|
|
|
$
|
21,895
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net sales
|
$
|
7,255
|
|
|
$
|
8,557
|
|
|
$
|
14,900
|
|
|
$
|
18,070
|
|
Income before taxes
|
$
|
1,377
|
|
|
$
|
992
|
|
|
$
|
1,718
|
|
|
$
|
1,099
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Fiberglass and steel liquid storage tanks and separation equipment
|
$
|
1,038
|
|
|
$
|
10,247
|
|
|
$
|
4,456
|
|
|
$
|
20,076
|
|
Heavy wall seamless carbon steel pipe and tube
|
5,658
|
|
|
6,703
|
|
|
12,972
|
|
|
15,289
|
|
||||
Stainless steel pipe and tube
|
39,306
|
|
|
41,310
|
|
|
83,034
|
|
|
87,305
|
|
||||
Galvanized pipe and tube
|
6,016
|
|
|
6,243
|
|
|
12,219
|
|
|
12,936
|
|
||||
Specialty chemicals
|
14,118
|
|
|
14,275
|
|
|
28,152
|
|
|
27,976
|
|
||||
Net sales
|
$
|
66,136
|
|
|
$
|
78,778
|
|
|
$
|
140,833
|
|
|
$
|
163,582
|
|
•
|
Business Overview
|
•
|
Results of Operations and Non-GAAP Financial Measures
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements and Contractual Obligations
|
•
|
Significant Accounting Policies and Estimates
|
($ in thousands)
|
$
|
%
|
Average selling price (1)
|
Units
shipped
|
||
|
|
|
|
|
||
Fiberglass and steel liquid storage tanks and separation equipment
|
$
|
(9,209
|
)
|
(89.9)%
|
(27.9)%
|
(86.1)%
|
Heavy wall seamless carbon steel pipe and tube
|
(1,044
|
)
|
(15.6)%
|
(12.0)%
|
(4.0)%
|
|
Stainless steel pipe and tube
|
(2,004
|
)
|
(4.9)%
|
(4.1)%
|
(0.7)%
|
|
Galvanized pipe and tube
|
(228
|
)
|
(3.6)%
|
(3.2)%
|
(0.5)%
|
|
Total decrease
|
$
|
(12,485
|
)
|
|
|
|
•
|
Fiberglass and steel liquid storage tanks and separation equipment - decline due to curtailment of operations and effects of COVID-19 on oil and gas industry and Permian Basin;
|
•
|
Heavy wall seamless carbon steel pipe and tube - decline based on lower mix of energy based sales, lower mill pricing and lessening impact of 232 tariffs;
|
•
|
Stainless steel pipe and tube - pass through of input and cost changes related to:
|
a.
|
Alloy surcharges decrease of approximately 11%; offset by,
|
b.
|
Favorable product mix and other competitive pricing, increase of 7%; and,
|
•
|
Galvanized pipe and tube - primarily decline in indexed pricing
|
($ in thousands)
|
$
|
%
|
Average selling price (1)
|
Units
shipped
|
||
|
|
|
|
|
||
Fiberglass and steel liquid storage tanks and separation equipment
|
$
|
(15,619
|
)
|
(77.8)%
|
(9.9)%
|
(75.5)%
|
Heavy wall seamless carbon steel pipe and tube
|
(2,317
|
)
|
(15.2)%
|
(10.0)%
|
(5.8)%
|
|
Stainless steel pipe and tube
|
(4,272
|
)
|
(4.9)%
|
(6.6)%
|
1.9%
|
|
Galvanized pipe and tube
|
(717
|
)
|
(5.5)%
|
(8.9)%
|
3.7%
|
|
Total decrease
|
$
|
(22,925
|
)
|
|
|
|
•
|
Fiberglass and steel liquid storage tanks and separation equipment - decline due to curtailment of operations and effects of COVID-19 on oil and gas industry and Permian Basin;
|
•
|
Heavy wall seamless carbon steel pipe and tube - decline based on lower mix of energy based sales, lower mill pricing and lessening impact of 232 tariffs;
|
•
|
Stainless steel pipe and tube - pass through of input and cost changes related to:
|
a.
|
Alloy surcharges decrease of approximately 2%; and,
|
b.
|
Base raw material input mill pricing, product mix and other competitive pricing, decrease of 5%; and,
|
•
|
Galvanized pipe and tube - primarily decline in indexed pricing
|
a)
|
Net inventories decreased $2.9 million at June 30, 2020 when compared to December 31, 2019, mainly due to the write-down of inventory related to the Palmer business in the second quarter. Inventory turns increased from 1.62 turns at December 31, 2019, calculated on a three-month average basis, to 1.75 turns at June 30, 2020;
|
b)
|
Accounts payable increased $3.7 million as of June 30, 2020 as compared to December 31, 2019, primarily due to higher metal purchases in the second quarter compared to the fourth quarter. Accounts payable days outstanding were approximately 32 days at June 30, 2020 compared to 36 days at December 31, 2019;
|
c)
|
Net accounts receivable increased $1.2 million at June 30, 2020 as compared to December 31, 2019, due primarily to improved business activity within the Specialty Chemicals Segment in the second quarter compared to the fourth quarter of 2019. Days sales outstanding, calculated using a six-month average basis, was 46 days outstanding at June 30, 2020 and 50 days at December 31, 2019, respectively;
|
d)
|
Capital expenditures for the first six months of 2020 were $2.0 million; and
|
e)
|
The Company paid $2.3 million during the first six months of 2020 related to the earn-out liabilities from the 2019 American Stainless, 2018 MUSA-Galvanized and 2017 MUSA-Stainless acquisitions.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Consolidated
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
$
|
(6,957
|
)
|
|
$
|
(262
|
)
|
|
$
|
(8,135
|
)
|
|
$
|
(1,189
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|||||||||
|
Interest expense
|
532
|
|
|
1,010
|
|
|
1,251
|
|
|
2,034
|
|
||||
|
Change in fair value of interest rate swap
|
(4
|
)
|
|
77
|
|
|
81
|
|
|
124
|
|
||||
|
Income taxes
|
(2,116
|
)
|
|
(142
|
)
|
|
(3,496
|
)
|
|
(548
|
)
|
||||
|
Depreciation
|
1,989
|
|
|
1,943
|
|
|
3,947
|
|
|
3,832
|
|
||||
|
Amortization
|
810
|
|
|
819
|
|
|
1,619
|
|
|
1,743
|
|
||||
EBITDA
|
(5,746
|
)
|
|
3,445
|
|
|
(4,733
|
)
|
|
5,996
|
|
|||||
|
Acquisition costs and other
|
6
|
|
|
32
|
|
|
138
|
|
|
1,672
|
|
||||
|
Proxy contest costs
|
2,734
|
|
|
—
|
|
|
2,909
|
|
|
—
|
|
||||
|
Shelf registration costs
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
|
Earn-out adjustments
|
(827
|
)
|
|
(418
|
)
|
|
(823
|
)
|
|
(401
|
)
|
||||
|
Gain on investments in equity securities
|
(1,092
|
)
|
|
(100
|
)
|
|
(240
|
)
|
|
(373
|
)
|
||||
|
Asset impairments
|
6,079
|
|
|
—
|
|
|
6,079
|
|
|
—
|
|
||||
|
Stock-based compensation
|
430
|
|
|
237
|
|
|
766
|
|
|
853
|
|
||||
|
Non-cash lease expense
|
128
|
|
|
151
|
|
|
256
|
|
|
288
|
|
||||
|
Retention expense
|
235
|
|
|
51
|
|
|
235
|
|
|
130
|
|
||||
Adjusted EBITDA
|
$
|
1,947
|
|
|
$
|
3,408
|
|
|
$
|
4,587
|
|
|
$
|
8,175
|
|
|
|
% sales
|
2.9
|
%
|
|
4.3
|
%
|
|
3.3
|
%
|
|
5.0
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Metals Segment
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income
|
$
|
(7,308
|
)
|
|
$
|
1,587
|
|
|
$
|
(6,381
|
)
|
|
$
|
2,986
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|||||||||
|
Interest expense
|
7
|
|
|
23
|
|
|
11
|
|
|
44
|
|
||||
|
Depreciation
|
1,559
|
|
|
1,533
|
|
|
3,070
|
|
|
3,014
|
|
||||
|
Amortization
|
810
|
|
|
819
|
|
|
1,619
|
|
|
1,743
|
|
||||
EBITDA
|
(4,932
|
)
|
|
3,962
|
|
|
(1,681
|
)
|
|
7,787
|
|
|||||
|
Acquisition costs and other
|
—
|
|
|
12
|
|
|
3
|
|
|
1,370
|
|
||||
|
Earn-out adjustments
|
(827
|
)
|
|
(418
|
)
|
|
(823
|
)
|
|
(401
|
)
|
||||
|
Asset impairments
|
6,079
|
|
|
—
|
|
|
6,079
|
|
|
—
|
|
||||
|
Stock-based compensation
|
130
|
|
|
63
|
|
|
171
|
|
|
210
|
|
||||
|
Retention expense
|
—
|
|
|
26
|
|
|
—
|
|
|
80
|
|
||||
Metals Segment Adjusted EBITDA
|
$
|
450
|
|
|
$
|
3,645
|
|
|
$
|
3,749
|
|
|
$
|
9,046
|
|
|
|
% of segment sales
|
0.9
|
%
|
|
5.7
|
%
|
|
3.3
|
%
|
|
6.7
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
($ in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Chemicals Segment
|
|
|
|
|
|
|
|
|||||||||
Net income
|
$
|
1,980
|
|
|
$
|
926
|
|
|
$
|
2,460
|
|
|
$
|
1,539
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|||||||||
|
Interest expense
|
1
|
|
|
—
|
|
|
9
|
|
|
1
|
|
||||
|
Depreciation
|
389
|
|
|
370
|
|
|
792
|
|
|
739
|
|
||||
EBITDA
|
2,370
|
|
|
1,296
|
|
|
3,261
|
|
|
2,279
|
|
|||||
|
Stock-based compensation
|
80
|
|
|
26
|
|
|
118
|
|
|
96
|
|
||||
Specialty Chemicals Segment Adjusted EBITDA
|
$
|
2,450
|
|
|
$
|
1,322
|
|
|
$
|
3,379
|
|
|
$
|
2,375
|
|
|
|
% of segment sales
|
17.4
|
%
|
|
9.3
|
%
|
|
12.0
|
%
|
|
8.5
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
(Amounts in thousands, except per share data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Loss before taxes
|
$
|
(9,073
|
)
|
|
$
|
(404
|
)
|
|
$
|
(11,631
|
)
|
|
$
|
(1,737
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjustments:
|
|
|
|
|
|
|
|
|||||||||
|
Acquisition costs and other
|
6
|
|
|
32
|
|
|
138
|
|
|
1,672
|
|
||||
|
Proxy contest costs
|
2,734
|
|
|
—
|
|
|
2,909
|
|
|
—
|
|
||||
|
Shelf registration costs
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
|
Earn-out adjustments
|
(827
|
)
|
|
(418
|
)
|
|
(823
|
)
|
|
(401
|
)
|
||||
|
Gain on investments in equity securities
|
(1,092
|
)
|
|
(100
|
)
|
|
(240
|
)
|
|
(373
|
)
|
||||
|
Asset impairments
|
6,079
|
|
|
—
|
|
|
6,079
|
|
|
—
|
|
||||
|
Stock-based compensation
|
430
|
|
|
237
|
|
|
766
|
|
|
853
|
|
||||
|
Non-cash lease expense
|
128
|
|
|
151
|
|
|
256
|
|
|
288
|
|
||||
|
Retention expense
|
235
|
|
|
51
|
|
|
235
|
|
|
130
|
|
||||
Adjusted (loss) income before income taxes
|
(1,380
|
)
|
|
(441
|
)
|
|
(2,311
|
)
|
|
442
|
|
|||||
|
(Benefit) provision for income taxes at 21%
|
(290
|
)
|
|
(93
|
)
|
|
(485
|
)
|
|
93
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net (loss) income
|
$
|
(1,090
|
)
|
|
$
|
(348
|
)
|
|
$
|
(1,826
|
)
|
|
$
|
349
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average shares outstanding, as reported
|
|
|
|
|
|
|
|
|||||||||
|
Basic
|
9,058
|
|
|
8,974
|
|
|
9,066
|
|
|
8,951
|
|
||||
|
Diluted
|
9,058
|
|
|
8,974
|
|
|
9,066
|
|
|
8,951
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net (loss) income per common share
|
|
|
|
|
|
|
|
|||||||||
|
Basic
|
$
|
(0.12
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.04
|
|
|
Diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.04
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Total cash (used in) provided by:
|
|
|
|
||||
Operating activities
|
$
|
(173
|
)
|
|
$
|
13,225
|
|
Investing activities
|
798
|
|
|
(23,232
|
)
|
||
Financing activities
|
161
|
|
|
7,810
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
786
|
|
|
$
|
(2,197
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Number of shares repurchased
|
59,617
|
|
|
—
|
|
||
Average price per share
|
$
|
10.65
|
|
|
$
|
—
|
|
Total cost of shares repurchased
|
$
|
636,940
|
|
|
$
|
—
|
|
•
|
Providing leadership training and mentorship to key executives;
|
•
|
Alignment of job descriptions with actual job responsibilities;
|
•
|
Improving the Ethics and Compliance Hotline process, including the consideration of a third-party hotline service with automated reporting to the Audit Committee; and
|
•
|
Enhancing the transition process for new finance executives and audit committee members.
|
|
|
|
|
|
SYNALLOY CORPORATION
|
||
|
(Registrant)
|
||
|
|
|
|
|
|
|
|
Date:
|
September 3, 2020
|
By:
|
/s/ Craig C. Bram
|
|
|
|
Craig C. Bram
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(principal executive officer)
|
|
|
|
|
Date:
|
September 3, 2020
|
By:
|
/s/ Sally M. Cunningham
|
|
|
|
Sally M. Cunningham
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(principal accounting officer)
|
Witness:
______________________________
Print Name: ______________________
|
SYNALLOY CORPORATION
SYNALLOY FABRICATION, LLC
SYNALLOY METALS, INC.
BRISTOL METALS, LLC
MANUFACTURERS SOAP & CHEMICAL
COMPANY
MANUFACTURERS CHEMICALS, LLC
PALMER OF TEXAS TANKS, INC.
CRI TOLLING, LLC
SPECIALTY PIPE & TUBE, INC.
AMERICAN STAINLESS TUBING, LLC
By: (SEAL)
Sally M. Cunningham
Senior Vice President and CFO or Senior Vice President, Finance of and on behalf of each of the above-named entities
|
COMMONWEALTH OF VIRGINIA
COUNTY OF ____________
The foregoing instrument was acknowledged before me this ____ day of ________________, 2020, by Sally M. Cunningham, Senior Vice President and CFO or Senior Vice President, Finance of Synalloy Corporation, a Delaware corporation, Synalloy Fabrication, LLC, a South Carolina limited liability company, Synalloy Metals, Inc., a Tennessee corporation, Bristol Metals, LLC, a Tennessee limited liability company, Manufacturers Soap & Chemical Company, a Tennessee corporation, Manufacturers Chemicals, LLC, a Tennessee limited liability company, Palmer of Texas Tanks, Inc., a Texas corporation, CRI Tolling, LLC, a South Carolina limited liability company, Specialty Pipe & Tube, Inc., a Delaware corporation, and American Stainless Tubing, LLC, a North Carolina limited liability company on behalf of each company.
____________________________________
Notary Public, Commonwealth of Virginia
Printed Name: ________________________
My commission expires: ________________
|
Witness:
______________________________
Print Name: _____________________
|
TRUIST BANK
By: _______________________________________
Stan W. Parker
Senior Vice President
|
Witness:
______________________________
Print Name: ______________________
|
SYNALLOY CORPORATION
SYNALLOY FABRICATION, LLC
SYNALLOY METALS, INC.
BRISTOL METALS, LLC
MANUFACTURERS SOAP & CHEMICAL
COMPANY
MANUFACTURERS CHEMICALS, LLC
PALMER OF TEXAS TANKS, INC.
CRI TOLLING, LLC
SPECIALTY PIPE & TUBE, INC.
AMERICAN STAINLESS TUBING, LLC
By: (SEAL)
Sally M. Cunningham
Senior Vice President and CFO or Senior Vice President, Finance of and on behalf of each of the above-named entities
|
COMMONWEALTH OF VIRGINIA
COUNTY OF ____________
The foregoing instrument was acknowledged before me this ____ day of August, 2020, by Sally M. Cunningham, Senior Vice President and CFO or Senior Vice President, Finance of Synalloy Corporation, a Delaware corporation, Synalloy Fabrication, LLC, a South Carolina limited liability company, Synalloy Metals, Inc., a Tennessee corporation, Bristol Metals, LLC, a Tennessee limited liability company, Manufacturers Soap & Chemical Company, a Tennessee corporation, Manufacturers Chemicals, LLC, a Tennessee limited liability company, Palmer of Texas Tanks, Inc., a Texas corporation, CRI Tolling, LLC, a South Carolina limited liability company, Specialty Pipe & Tube, Inc., a Delaware corporation, and ASTI Acquisitions, LLC, a North Carolina limited liability company on behalf of each company.
____________________________________
Notary Public, Commonwealth of Virginia
Printed Name: ________________________
My commission expires: ________________
|
Witness:
______________________________
Print Name: _____________________
|
TRUIST BANK
By: _______________________________________
Stan W. Parker
Senior Vice President
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
September 3, 2020
|
/s/ Craig C. Bram
|
|
|
Craig C. Bram
|
|
|
Chief Executive Officer
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
September 3, 2020
|
/s/ Sally M. Cunningham
|
|
|
Sally M. Cunningham
|
|
|
Chief Financial Officer
|
Date:
|
September 3, 2020
|
/s/ Craig C. Bram
|
|
|
Craig C. Bram
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
September 3, 2020
|
/s/ Sally M. Cunningham
|
|
|
Sally M. Cunningham
|
|
|
Chief Financial Officer
|