ASCENT INDUSTRIES CO. - Quarter Report: 2007 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2007

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _____ to ____

Commission file number 0-19687

SYNALLOY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		57-0426694 (IRS Employer Identification Number)

2155 West Croft Circle Spartanburg, South Carolina (Address of principal executive offices)		29302 (Zip code)

(864) 585-3605

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act.

Larger accelerated Filer __ Accelerated filer __ Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes __ No X

The number of shares outstanding of the registrant's common stock as of August 6, 2007 was 6,237,305.

Synalloy Corporation

Index

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed consolidated balance sheets – June 30, 2007 and December 30, 2006
	Condensed consolidated statements of income - Three and six months ended June 30, 2007 and July 1, 2006
	Condensed consolidated statements of cash flows - Six months ended June 30, 2007 and July 1, 2006
	Notes to condensed consolidated financial statements - June 30, 2007
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Market Risk
Item 4.	Controls and Procedures

PART II. OTHER INFORMATION

Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 4.	Submission of Matters to a Vote of Security Holders
Item 6.	Exhibits
	Signatures and Certifications

Item 1. FINANCIAL STATEMENTS
Synalloy Corporation
Condensed Consolidated Balance Sheets
	Jun 30, 2007			Dec 30, 2006
	(Unaudited)			(Note)
Assets
Current assets
Cash and cash equivalents	$	8,920		$	21,413
Accounts receivable, less allowance
for doubtful accounts		22,374,636			22,428,829
Inventories
Raw materials		13,750,906			17,361,355
Work-in-process		15,148,819			13,323,868
Finished goods		16,656,987			10,860,239
Total inventories		45,556,712			41,545,462

Deferred income taxes		2,202,000			1,793,000
Prepaid expenses and other current assets		391,730			307,740
Total current assets		70,533,998			66,096,444

Cash value of life insurance		2,747,565			2,723,565
Property, plant & equipment, net of accumulated
depreciation of $39,437,000 and $37,898,000		19,788,066			18,951,820
Deferred charges and other assets		1,554,175			1,585,337

Total assets	$	94,623,804		$	89,357,166

Liabilities and Shareholders' Equity
Current liabilities
Current portion of long-term debt	$	466,667		$	466,667
Accounts payable		14,338,448			11,775,703
Accrued expenses		5,749,593			6,043,750
Current portion of environmental reserves		235,496			226,053
Income taxes payable		93,561			1,200,198
Total current liabilities		20,883,765			19,712,371

Long-term debt		15,870,498			17,731,431
Environmental reserves		616,000			616,000
Deferred compensation		445,337			470,212
Deferred income taxes		2,276,000			3,700,000
Shareholders' equity
Common stock, par value $1 per share - authorized
12,000,000 shares; issued 8,000,000 shares		8,000,000			8,000,000
Capital in excess of par value		450,427			56,703
Retained earnings		61,709,348			54,921,022
Less cost of Common Stock in treasury:
1,776,495 and 1,864,433 shares		(15,627,571	)		(15,850,573	)
Total shareholders' equity		54,532,204			47,127,152

Total liabilities and shareholders' equity	$	94,623,804		$	89,357,166
Note: The balance sheet at December 30, 2006 has been derived from the audited consolidated financial statements at that date.
See accompanying notes to condensed consolidated financial statements.

Synalloy Corporation
Condensed Consolidated Statements of Income
(Unaudited)
	Three Months Ended						Six Months Ended
	Jun 30, 2007			Jul 1, 2006			Jun 30, 2007			Jul 1, 2006

Net sales	$	43,940,977		$	36,728,508		$	88,339,265		$	72,891,980

Cost of goods sold		35,630,017			31,459,968			71,206,135			63,623,755

Gross profit		8,310,960			5,268,540			17,133,130			9,268,225

Selling, general and administrative expense		3,138,415			2,716,861			6,486,017			5,469,172

Operating income		5,172,545			2,551,679			10,647,113			3,799,053

Other (income) and expense
Interest expense		262,369			199,889			471,172			346,942
Other, net		(545	)		(50	)		(1,574	)		(589	)

Income before income taxes		4,910,721			2,351,840			10,177,515			3,452,700

Provision for income taxes		1,715,000			854,000			3,457,000			1,257,000

Net income	$	3,195,721		$	1,497,840		$	6,720,515		$	2,195,700


Net income per common share:
Basic	$	.51		$	.24		$	1.09		$	.36

Diluted	$	.50		$	.24		$	1.06		$	.35

Average shares outstanding:
Basic		6,210,877			6,122,679			6,186,493			6,115,834
Dilutive effect from stock options and grants		134,221			112,720			125,005			111,853
Diluted		6,345,098			6,235,399			6,311,498			6,227,687

See accompanying notes to condensed consolidated financial statements.

Synalloy Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Six Months Ended
	Jun 30, 2007			Jul 1, 2006
Operating activities
Net income	$	6,720,515		$	2,195,700
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation expense		1,539,267			1,454,288
Amortization of deferred charges		27,462			27,462
Deferred income taxes		(838,000	)		(1,024,000	)
Provision for losses on accounts receivable		245,922			225,588
Cash value of life insurance		(24,000	)		(24,000	)
Environmental reserves		9,443			50,216
Issuance of treasury stock for director fees		74,989			81,226
Employee stock option compensation		80,681			37,812
Changes in operating assets and liabilities:
Accounts receivable		(191,729	)		1,208,262
Inventories		(4,011,250	)		(3,041,996	)
Other assets and liabilities		(105,165	)		(131,929	)
Accounts payable		2,562,745			(681,596	)
Accrued expenses		(294,157	)		(1,013,535	)
Income taxes payable		(1,106,637	)		(288,977	)

Net cash provided by (used in) operating activities		4,690,086			(925,479	)

Investing activities
Purchases of property, plant and equipment		(2,375,513	)		(2,206,794	)
Proceeds from note receivable		-			400,000
Net cash used in investing activities		(2,375,513	)		(1,806,794	)

Financing activities
(Payments on) net proceeds from long-term debt		(1,860,933	)		2,664,523
Dividends paid		(927,189	)		-
Capital contributed		20,340			-
Proceeds from exercised stock options		440,716			65,797

Net cash (used in) provided by financing activities		(2,327,066	)		2,730,320

Decrease in cash and cash equivalents		(12,493	)		(1,953	)
Cash and cash equivalents at beginning of period		21,413			2,379

Cash and cash equivalents at end of period	$	8,920		$	426

See accompanying notes to condensed consolidated financial statements.

Synalloy Corporation

Notes To Condensed Consolidated Financial Statements

(Unaudited)

June 30, 2007

NOTE 1-- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2007, are not necessarily indicative of the results that may be expected for the year ending December 29, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the period ended December 30, 2006.

NOTE 2--INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market.

NOTE 3--STOCK OPTIONS AND EMPLOYEE STOCK GRANTS

The Company has three stock option plans in effect at June 30, 2007. A summary of plan activity for 2007 is as follows:

	Weighted					Weighted
	Average					Average		Intrinsic
	Exercise		Options			Contractual		Value of		Options
	Price		Outstanding			Term		Options		Available
Outstanding at						(in years)
December 30, 2006	$	9.64		282,150			4.1	$	2,512,000		207,100

First quarter:
Exercised	$	11.39		(93,107	)			$	1,268,000
Expired	$	8.82		(9,000	)			$	172,000

Second quarter:
Exercised	$	8.05		(25,500	)			$	792,000
Expired	$	15.13		(10,000	)			$	198,000

Outstanding at June 30, 2007	$	8.46		144,543			5.2	$	3,822,000		207,100
Exercisable options	$	7.51		88,687			3.8	$	2,429,000
Options expected to vest	$	9.96		55,856			7.6	$	1,393,000

Synalloy Corporation

Notes To Condensed Consolidated Financial Statements

(Unaudited)

June 30, 2007

During the second quarter and first six months of 2007, options for 25,500 and 118,607 shares were exercised by employees and directors for an aggregate exercise price of $205,000 and $1,266,000 with the proceeds generated from the repurchase of 1,130 and 32,614 shares from employees and directors totaling $46,000 and $825,000, and cash received of $159,000 and $441,000, respectively. Stock option compensation cost has been charged against income before taxes for the unvested options of approximately $19,000 and $38,000 for the three and six months ended June 30, 2007, respectively, and the three and six months ended July 1, 2006, respectively. As of June 30, 2007, there was $196,000 of total unrecognized compensation cost related to non-vested stock options granted under the Company's stock option plans which is expected to be recognized over a period of 3 years.

On February 8, 2007, the Board of Directors of the Company approved stock grants under the Company’s 2005 Stock Awards Plan, which was approved by shareholders at the April 28, 2005 Annual Meeting. On February 12, 2007, 22,510 shares were granted under the Plan to certain management employees of the Company. The stock awards vest in 20 percent increments annually on a cumulative basis, beginning one year after the date of grant. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Any portion of an award that has not vested will be forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee’s failure to comply with all conditions of the award or the Plan. Shares representing awards that have not yet vested will be held in escrow by the Company. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. Compensation expense totaling $563,000, before income taxes of approximately $203,000, is being recorded against earnings equally over the following 60 months from the date of grant with the offset recorded in Shareholders’ Equity. Approximately $28,000 and $43,000 of compensation cost has been charged against income before taxes for the three and six months ended June 30, 2007, respectively. As of June 30, 2007, there was $520,000 of total unrecognized compensation cost related to non-vested stock grants which is expected to be recognized over a period of 5 years.

NOTE 4--INCOME TAXES

The Company has adopted FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes”, at the beginning of fiscal year 2007. As a result of the implementation the Company recognized a $995,000 decrease to reserves for uncertain tax positions. This decrease was accounted for as an adjustment to the beginning balance of retained earnings on the Balance Sheet. Including the cumulative effect decrease, at the beginning of 2007, the Company had approximately $350,000 of total gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company has substantially concluded all U.S. federal income tax matters and substantially all material state and local income tax matters for years through 2002. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $93,000 accrued for interest and $0 accrued for penalties at June 30, 2007. The lower income tax rate used in 2007 verses 2006 resulted from an increase in permanent differences reducing taxable income in 2007 compared to taxable income for 2006.

Synalloy Corporation

Notes To Condensed Consolidated Financial Statements

(Unaudited)

June 30, 2007

NOTE 5--PAYMENT OF DIVIDENDS

On February 8, 2007, the Board of Directors of the Company voted to pay an annual dividend of $.15 per share payable on March 15, 2007 to holders of record on February 23, 2007, for a total cash payment of $927,000. The Board presently plans to review at the end of each fiscal year the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate.

NOTE 6--SEGMENT INFORMATION

	Three Months Ended					Year to Date
	Jun 30, 2007			Jul 1, 2006		Jun 30, 2007			Jul 1, 2006
Net sales
Specialty Chemicals Segment	$	11,619,000		$	12,545,000	$	24,063,000		$	25,433,000
Metals Segment		32,322,000			24,184,000		64,276,000			47,459,000

	$	43,941,000		$	36,729,000	$	88,339,000		$	72,892,000

Segment income
Specialty Chemicals Segment	$	527,000		$	787,000	$	1,134,000		$	1,588,000
Metals Segment		5,354,000			2,292,000		10,974,000			3,412,000
		5,881,000			3,079,000		12,108,000			5,000,000
Unallocated expenses
Corporate		709,000			527,000		1,461,000			988,000
Plant relocation costs		0			0		0			213,000
Interest expense		262,000			200,000		471,000			347,000
Other (income) expense		(1,000	)		0		(2,000	)		(1,000	)

Income before income taxes	$	4,911,000		$	2,352,000	$	10,178,000		$	3,453,000

NOTE 7--SALE OF ASSETS

The Company completed the movement of Organic Pigments’ operations from Greensboro, NC to Spartanburg, SC in the first quarter of 2006, recording plant relocation costs of $213,000 in administrative expense in the first quarter of 2006. The Greensboro plant was closed at the end of the first quarter of 2006 and sold for a pre-tax gain of $596,000 in the third quarter of 2006.

Synalloy Corporation

Notes To Condensed Consolidated Financial Statements

(Unaudited)

June 30, 2007

NOTE 8—RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS 159). SFAS 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007, and is effective for the Company on December 30, 2007. SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value that are not currently required to be measured at fair value. Accordingly, companies would then be required to report unrealized gains and losses on these items in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for the Company beginning in fiscal year 2008 and is not expected to have a significant impact on the Company’s financial statements.

Synalloy Corporation

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is management's discussion of certain significant factors that affected the Company during the three and six months ended June 30, 2007.

Consolidated sales for the second quarter were $43,941,000, increasing 20 percent compared to the same period one year ago. The Company generated a 113 percent increase in consolidated net income for the second quarter 2007 to $3,196,000, or $.50 per share compared to net earnings of $1,498,000, or $.24 per share on sales of $36,729,000 in 2006. The Company generated a 206 percent increase in net earnings for the first six months of 2007 of $6,721,000, or $1.06 per share, on a 21 percent sales increase to $88,339,000, compared to net earnings of $2,196,000, or $.35 per share on sales of $72,892,000 in the first six months of 2006.

The Specialty Chemicals Segment experienced declines in sales of seven percent and five percent and operating income of 33 percent and 29 percent in the second quarter and first six months of 2007, respectively, over the same periods last year. The decline in sales and operating income was experienced at all of the Segment’s locations resulting from softening in demand for most of the Segment’s products and the timing of production of certain contract products. The volume decline created negative manufacturing variances that impacted profits throughout the first six months. The new line of fire retardant products did not produce the level of sales expected in the second quarter but management remains confident that the sales will accelerate over the balance of 2007.

The Metals Segment’s sales increased 33 percent and 35 percent for the second quarter and first six months of 2007, respectively, from the same periods a year earlier. The sales increases resulted from 73 percent and 63 percent increases in average selling prices for the quarter and six months, partially offset by 23 percent and 17 percent declines in unit volumes, respectively, compared to the same periods last year. Operating income increased 135 percent to $5,354,000 for the second quarter and 222 percent to $10,974,000 for the first six months of 2007 compared to the same periods last year. The Segment has benefited throughout the first six months from a change in product mix to larger pipe sizes, higher-priced alloys and a larger proportion of non-commodity products, combined with higher costs of stainless steel, including surcharges, in the first six months of 2007 compared to the same period in 2006, causing the increase in selling prices realized in the second quarter and first six months. The change in product mix is the result of the successful development of business from LNG, biofuels and electric utility scrubber projects. Most of the products produced for these markets are subject to more stringent specifications including 100 percent x-ray of the weld seams. In addition, some of these non-commodity products are made from expensive alloys and are more difficult to produce. Accordingly, their cost and sales price is much higher than commodity products. An increase in specialty pipe unit volume was more than offset by lower unit volume of commodity pipe which was impacted by an increase in imports, primarily from China, and a decline in distributors’ sales resulting from a combination of their reducing inventories and an easing of end use demand. The change in product mix along with increased efficiencies from new equipment contributed significantly to the increase in operating income realized in the second quarter and first six months. Part of the improved profits resulted from the increase in stainless prices including surcharges. Surcharges are assessed each month by the stainless steel producers to cover the change in their costs of certain raw materials. The Company, in turn, passes on the surcharge in the sales prices charged to its customers. Under the Company’s first-in-first-out inventory method, cost of goods sold includes surcharges in effect three or more months prior to the month of sale. Accordingly, if surcharges are in an upward trend, reported profits will benefit. Conversely, when surcharges go down, profits are reduced. During the second quarter and first six months of 2007, the Segment continued to experience the upward trend in surcharges experienced in the third and fourth quarters of 2006. As a result,

Synalloy Corporation

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued

surcharges were significantly higher in the second quarter and first six months than they were in the same periods of 2006 with an accompanying significant benefit to profits. Piping systems’ backlog increased to $62,200,000 at the end of the second quarter of 2007 compared to $22,100,000 at the end of the second quarter of 2006.

Consolidated selling and administrative expense for the second quarter and first six months of 2007 increased $422,000, or 16 percent, and $1,017,000, or 19 percent, respectively, from the same periods of 2006. This expense category was seven percent of sales for the both the second quarter of 2007 and 2006. For the first six months, these expenses were seven percent of sales for 2007 and eight percent of sales for 2006. The increase resulted primarily from higher profit-based incentives for management. In the first quarter of 2006, the Company completed the relocation of Organic Pigments’ operations from Greensboro, NC to Spartanburg. A $213,000 loss was recorded for the move in the first quarter of 2006.

Cash provided from operations of $4,690,000 in the first six months of 2007 was offset by $2,376,000 in purchases of property, plant and equipment, a reduction of long-term debt of $1,861,000 and the payment of a $927,000 cash dividend. The Company expects that cash flows for the remainder of the year and available borrowings will be sufficient to make debt payments, and fund estimated capital expenditures and normal operating requirements anticipated over the last six months of 2007.

Demand for many of the Specialty Chemicals Segment’s products improved over the last part of June and into July, indicating an improvement in market conditions and the Segment is beginning to see results from several new products developed earlier this year. In addition, management is anticipating an increase in orders from a significant contract customer in the third quarter after experiencing lower than normal activity in the first six months. The Consumer Product Safety Commission Mattress Flammability Legislation became effective July 1, 2007, and products manufactured after that date must be compliant. While sales of our fire retardants products have been slower than expected, demand for our products is increasing steadily as manufacturers are beginning to implement the new regulations, many of which are beginning to utilize our products. Fire retardant products are also being supplied to a producer of unique commercial and residential insulation products that are cotton based. The Chemicals Segment is now positioned to ramp up production at both of its sites to meet the anticipated demands of these customers over the next two quarters. All of these factors provide the opportunity for the Segment to improve profits for the remainder of 2007 over the first six months.

The significant decline in nickel prices in recent weeks will result in lower stainless steel surcharges in August and September. This will cause distributors to delay purchases as much as possible to get the lower prices. The volatility of nickel prices makes it impossible to know the level of surcharges beyond September. These factors add uncertainty to the performance of commodity pipe during the third quarter of 2007. However, we believe their impact on profitability will be mitigated because of the significant growth in project business, larger diameter and higher-priced alloy pipe business, most of which are subject to fixed pricing. Piping systems’ record backlog, of which management expects about 80 percent to be completed over the next 12 months, should continue to provide a much higher level of sales and profits for piping systems over the balance of 2007 compared to the same period last year. Management’s optimism about the piping systems business is further enhanced due to the large dollar amount of projects we expect to bid during the balance of 2007. With over 85 percent of the backlog coming from energy and wastewater treatment projects, management is confident that it has positioned the Metals Segment to benefit from the long term growth of these areas.

Synalloy Corporation

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Continued

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This Form 10-Q includes and incorporates by reference "forward-looking statements" within the meaning of the securities laws. All statements that are not historical facts are "forward-looking statements." The words "estimate," "project," "intend," "expect," "believe," "anticipate," "plan" 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, customer delays or difficulties in the production of products, 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 and other risks detailed from time-to-time in Synalloy's Securities and Exchange Commission filings. Synalloy Corporation assumes no obligation to update the information included in this Form 10-Q.

Item 3. Market Risk.

Information about the Company’s exposure to market risk was disclosed in its Annual Report on Form 10-K for the year ended December 30, 2006, which was filed with the Securities and Exchange Commission on March 29, 2007. There have been no material quantitative or qualitative changes in market risk exposure since the date of that filing.

Item 4. Controls and Procedures.

Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or 240.15d-15(b) of the Company's disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15(e) and 240.15d-15(e)), the Company's chief executive officer and chief financial officer concluded that such controls and procedures, as of the end of the period covered by this quarterly report, were effective.

There has been no change in the registrant's internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

Synalloy Corporation

PART II: OTHER INFORMATION

Item 1A. Risk Factors.

There has been no material change in the risk factors as previously disclosed in the Company’s Form 10-K filed for the period ended December 30, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the second quarter ended June 30, 2007, the Registrant issued shares of common stock to the following classes of persons upon the exercise of options issued pursuant to the Registrant's 1998 Stock Option Plan. Issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 because the issuance did not involve a public offering.


Date Issued	Class of Purchasers	Number of Shares Issued		Aggregate Exercise Price

4/05/2007	Officers and employees		1,500	$	6,975
4/30/2007	Officers and employees		11,000		122,125
4/30/2007	Directors		1,500		22,688
5/17/2007	Officers and employees		4,000		18,600
5/31/2007	Officers and employees		2,000		9,300
6/19/2007	Officers and employees		5,500		25,575
			25,500	$	205,263

Issuer Purchases of Equity Securities					Total Number		Maximum Number
					of Shares		of Shares
					Purchased as Part of		that may yet be
Quarter			Average		Publicly Announced		Purchased Under
Ended 2007	Total Number		Price Paid		Plans		the Plans
for the Period	of Shares (1)		per Share (1)		or Programs		or Programs
4-1 to 4-28		-		-		-		-
4-29 to 5-26		1,130	$	41.13		-		-
5-27 to 6-30		-		-		-		-
Total		1,130	$	41.13		-		-

(1) This column reflects the surrender of previously owned shares of common stock to pay the exercise price
in connection with the exercise of stock options.

Synalloy Corporation

Item 4. Submission of Matters to a Vote of Security Holders.

A.	The Annual Meeting of Shareholders was held April 26, 2007 at the Company's corporate headquarters, Spartanburg, South Carolina.
B.	The following individuals were elected as directors at the Annual Meeting:
	Name	Votes For		Votes Withheld
	Sibyl N. Fishburn		5,661,681		23,656
	James G. Lane, Jr.		5,376,403		308,934
	Ronald H. Braam		5,667,268		8,069
	Craig C. Bram		5,667,962		7,375
	Carroll D. Vinson		5,574,587		110,750
	Murray H. Wright		5,675,488		9,849

Item 6. Exhibits
The following exhibits are included herein:
	31	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
	32	Certifications Pursuant to 18 U.S.C. Section 1350

Synalloy Corporation

SIGNATURES

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


	SYNALLOY CORPORATION
		(Registrant)


Date: August 7, 2007	By:	/s/ Ronald H. Braam
		Ronald H. Braam
		President and Chief Executive Officer

Date: August 7, 2007	By:	/s/ Gregory M. Bowie
		Gregory M. Bowie
		Vice President Finance and Chief Financial Officer