The Urgent Need for Change and The Superior Path Forward
THE CASE FOR CHANGE AT SYNALLOY STEMS FROM
COUNTLESS FAILINGS
CHRONIC UNDER-
PERFORMANCE
MISERABLE
OPERATIONAL
EXECUTION
APPALLING
MISMANAGEMENT
BROKEN
GOVERNANCE &
CULTURE
PRIVET
FUND
UPG
STRONGER TOGETHER
X
X
X
01. 02. 03. 04. 05.
X Adjusted EBITDA margin has fallen from 5.1% in 2011 to only 4.4% in 2019
X Corporate costs have ballooned to a staggering $8.4 million in 2019, up 442% from only
$1.5 million prior to Craig Bram's arrival
X
Meaningful Change is
Required at Synalloy
293% share price underperformance vs. the NASDAQ 100 Non-Financial since Craig
Bram was appointed CEO in 2011
X The Company has lost over $26 million from inventory pricing, almost 30% of its
market cap
X
113% share price underperformance vs. the Russell 2000 since Craig Bram was
appointed CEO
44% share price underperformance vs. direct peer group over the past five years
X $164 million spent on acquisitions and capital expenditures since 2011 vs. a sub $100
million market cap
X Using stockholder capital to purchase an interest in a corporate jet
X Missing stated public guidance in four of past five years, including by over 60% in 2019
A Board with no demonstrable chemicals or metals leadership experience
A CEO with no industry, public company or even large organizational leadership
experience
-293% Return
Relative to the NASDAQ 100 Non-Financial since Jan. 2011
1. Note: Stock performance calculated as of 12/31/2019
2. Source: Company filings
Excessive CEO pay averaging $1 million/year that strips out cash losses from bonus
calculation
6.8x Leverage
Ballooning debt and potential covenant breaches
I
I
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