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What changed in ASCENT INDUSTRIES CO.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of ASCENT INDUSTRIES CO.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+132 added−158 removedSource: 10-K (2025-03-04) vs 10-K (2024-04-01)

Top changes in ASCENT INDUSTRIES CO.'s 2024 10-K

132 paragraphs added · 158 removed · 108 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur backlog may not be indicative of actual sales and, therefore, should not be used as a direct measure of future revenue. Human Capital Safety and Wellness The health and safety of our workforce is fundamental to the success of our business. We have a long-standing commitment to the safety and health of every employee that works in our facilities.
Biggest changeThe backlog of open orders for the Tubular Products segment were $26.7 million and $22.5 million at the end of 2024 and 2023, respectively. Our backlog may not be indicative of actual sales and, therefore, should not be used as a direct measure of future revenue. 4 Table of Contents Human Capital Our workforce is critical to our success.
Specialty Chemicals – Specialty Chemicals consists of the Company's three production facilities located in Cleveland, Tennessee, Fountain Inn, South Carolina and Danville, Virginia. The segment produces specialty formulations and intermediates for use in a wide variety of applications and industries with primary product lines focusing on the production of defoamers, surfactants, and lubricating agents.
General Specialty Chemicals – Specialty Chemicals consists of the Company's three production facilities located in Cleveland, Tennessee, Fountain Inn, South Carolina and Danville, Virginia. The segment produces specialty formulations and intermediates for use in a wide variety of applications and industries with primary product lines focusing on the production of surfactants, defoamers, lubricating agents, flame retardants and chemical intermediates.
Changes to laws and environmental issues, including climate change, are made or proposed with some frequency and some of the proposals, if adopted, might directly or indirectly result in a material reduction in the operating results of one or more of our operating units.
Changes to laws and environmental issues, including climate change, are made or proposed with some frequency and some of the proposals, if adopted, might directly or indirectly result in a material reduction in the operating results of one or more of our operating units. We are presently unable to quantify this risk.
Item 1. Business Ascent Industries Co. is a diverse industrials company focused on the production of stainless steel pipe and tube and specialty chemicals. Ascent Industries Co. was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945 known as Blackman Uhler Industries Inc.
Item 1. Business Ascent Industries Co. is a diverse industrials company focused on the production of specialty chemicals and stainless steel pipe and tube. Ascent Industries Co. was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945 known as Blackman Uhler Industries Inc. The Company's executive office is located at 20 N.
Unless indicated otherwise, the terms "Ascent", "Company," "we" "us," and "our" refer to Ascent Industries Co. and its consolidated subsidiaries. The Company's business is divided into two reportable operating segments, Tubular Products and Specialty Chemicals.
Martingale Rd, Suite 430, Schaumburg, Illinois 60173. Unless indicated otherwise, the terms "Ascent", "Company," "we" "us," and "our" refer to Ascent Industries Co. and its consolidated subsidiaries. The Company's business is divided into two reportable operating segments, Specialty Chemicals and Tubular Products.
As of December 31, 2023, the Company had 517 employees, 514 of which were full-time employees. The Company considers relations with employees to be strong. The number of employees of the Company represented by unions is 214, or 41% of the Company's employees.
As of December 31, 2024, the Company had 452 employees, 451 of which were full-time employees. The Company considers relations with employees to be strong. The number of employees of the Company represented by unions is 181, or 40% of the Company's employees.
ASTI is a leading manufacturer of high-end ornamental stainless steel tube, supplying the automotive, commercial transportation, marine, food services, construction, furniture, healthcare, and other industries. ASTI's facilities are located in Troutman and Statesville, North Carolina.
BRISMET is one of the few domestic producers capable of making pipe in 48-foot lengths up to 36 inches in diameter. ASTI is a leading manufacturer of high-end ornamental stainless steel tube, supplying the automotive, commercial transportation, marine, food services, construction, furniture, healthcare, and other industries. ASTI's facilities are located in Troutman and Statesville, North Carolina.
Sales Tubular Products – The Tubular Products segment utilizes a sales force comprised of inside sales employees, outside sales employees and independent manufacturers' representatives. The segment's products are sold to various distributors, OEM and end use customers. The Tubular Products segment has one customer that accounted for approximately 17% of the segment's revenues for 2023.
The segment's products are sold to various distributors, OEM and end use customers. The Tubular Products segment has one customer that accounted for approximately 18% and 17% of the segment's revenues for 2024 and 2023.
On December 22, 2023, the Company and its wholly-owned subsidiary Specialty Pipe & Tube, Inc. (“SPT”) entered into an Asset Purchase Agreement pursuant to which Ascent and SPT sold substantially all of the assets primarily related to SPT to Specialty Pipe & Tube Operations, LLC, a Delaware limited liability company.
(“SPT”) entered into an Asset Purchase Agreement pursuant to which Ascent and SPT sold substantially all of the assets primarily related to SPT to Specialty Pipe & Tube Operations, LLC, a Delaware limited liability company. The consideration for the transaction was approximately $55 million of cash proceeds subject to certain closing adjustments. The transaction closed on December 22, 2023.
The Company also makes its filings available, free of charge, through its website at www.ascentco.com as soon as reasonably practical after the electronic filing 5 Table of Contents of such material with the SEC. The information on the Company's website is not incorporated into this Annual Report on Form 10-K or any other filing the Company makes with the SEC.
The information on the Company's website is not incorporated into this Annual Report on Form 10-K or any other filing the Company makes with the SEC. 5 Table of Contents
ASTI incorporates proprietary finishing capabilities and the highest levels of customer service and technical support to provide the customer with the highest quality ornamental products available in the market. ASTI's product range includes a variety of shapes, including rounds, squares, rectangles and ellipticals up to 5 inches outside diameter.
ASTI incorporates proprietary finishing capabilities and the highest levels of customer service and technical support to provide the customer with the highest quality ornamental products available in the market.
The Specialty Chemicals segment produces specialty products for the pulp and paper, coatings, adhesives, sealants and elastomers (CASE), textile, automotive, household, industrial and institutional ("HII"), agricultural, water and waste-water treatment, construction, oil and gas and other industries. General Tubular Products – Tubular Products is comprised of BRISMET, located in Bristol, Tennessee and ASTI, located in Troutman and Statesville, North Carolina.
The Specialty Chemicals segment produces critical ingredients and process aids for the oil & gas, household, industrial and institutional ("HII"), personal care, coatings, adhesives, sealants and elastomers (CASE), pulp and paper, textile, automotive, agricultural, water treatment, construction and other industries.
The majority of raw materials used by the segment are available from numerous independent suppliers and approximately 54% of total raw material purchases are from its top 5 suppliers.
The majority of raw materials used by the segment are available from numerous independent suppliers and approximately 34% of total raw material purchases are from its top 5 suppliers. While some raw material needs are met by an individual supplier or only a few suppliers, the Company anticipates no difficulties in fulfilling its raw material requirements.
The SEC maintains a site on the internet at www.sec.gov which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The SEC maintains a site on the internet at www.sec.gov which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Company also makes its filings available, free of charge, through its website at www.ascentco.com as soon as reasonably practical after the electronic filing of such material with the SEC.
They are represented by locals affiliated with the United Steelworkers (the "USW") and the United Food and Commercial Workers (the "UFCW"). Collective bargaining contracts for the USW and UFCW locals expire at various dates in 2024. Our voluntary turnover rate in 2023 was approximately 22%. We monitor employee turnover rates by plant and the Company as a whole.
They are represented by locals affiliated with the United Steelworkers (the "USW") and the United Food and Commercial Workers (the "UFCW"). Collective bargaining agreements with the USW was ratified in October and with the UFCW in December. Collective bargaining agreements for the USW and UFCW locals expire at various dates in 2027.
Pipe is normally produced in standard 20-foot lengths, although BRISMET also has capabilities in the production of pipe without circumferential welds in lengths up to 60 feet. BRISMET is one of the few domestic producers capable of making pipe in 48-foot lengths up to 36 inches in diameter.
Pipe larger than 18 inches in outside diameter is formed on presses or rolls and welded using a batch welding technique. Pipe is normally produced in standard 20-foot lengths, although BRISMET also has capabilities in the production of pipe without circumferential welds in lengths up to 60 feet.
The Specialty Chemicals segment has one customer that accounted for approximately 24% of the segment's revenues for 2023 and 21% of the segment's revenues for 2022.
The Specialty Chemicals segment has one customer that accounted for approximately 12% of the segment's revenues for 2024 and 24% of the segment's revenues for 2023. Tubular Products – The Tubular Products segment utilizes a sales force comprised of inside sales employees, outside sales employees and independent manufacturers' representatives.
We are presently unable to quantify this risk. 4 Table of Contents Seasonality The Company's businesses and products are generally not subject to seasonal impacts that result in significant variations in revenues from one quarter to another.
Seasonality The Company's businesses and products are generally not subject to seasonal impacts that result in significant variations in revenues from one quarter to another. Backlogs The backlog of open orders for the Specialty Chemicals segment were $4.6 million and $5.0 million at the end of 2024 and 2023, respectively.
Pipe smaller than 18 inches in outside diameter is made on equipment that forms and welds the pipe in a continuous process. Pipe larger than 18 inches in outside diameter is formed on presses or rolls and welded using a batch welding technique.
Pipe is produced in sizes from 1/2 inch nominal outside diameter to 144 inches outside diameter and wall thickness from 1/16 inch up to 1 and 3/8 inches. Pipe smaller than 18 inches in outside diameter is made on equipment that forms and welds the pipe in a continuous process.
Our business results depend on our ability to manage our human capital resources, including attracting, identifying, and retaining key talent. Factors that may affect our ability to attract and retain qualified employees include competition from other employers, availability of qualified individuals and opportunities for employee growth.
Factors that may affect our ability to attract and retain employees include competition from other employers, availability of qualified individuals and opportunities for employee growth. Safety and Compliance Our safety, compliance, and operational reliability mandates are not at odds with our objectives to maintain the lowest cost and most efficient operations.
While some raw material needs are met by an individual supplier or only a few suppliers, the Company anticipates no difficulties in fulfilling its raw material requirements. See Note 13 to the consolidated financial statements, which are included in Item 8 of this Form 10-K, for financial information about the Company's segments.
See Note 13 to the consolidated financial statements, which are included in Item 8 of this Form 10-K, for financial information about the Company's segments. Sales Specialty Chemicals – Specialty chemicals are sold directly into various market by inside sales, outside sales and distribution partners.
The segment has long-term relationships with a number of leading chemical companies that outsource their manufacturing production to our production facilities allowing those customers to reach their target markets quicker. 3 Table of Contents The majority of raw materials used by the segment are available from numerous independent suppliers and approximately 32% of total raw material purchases are from its top 5 suppliers.
ASTI's product range includes a variety of shapes, including rounds, squares, rectangles and ellipticals up to 5 inches in outside diameter. 3 Table of Contents The majority of raw materials used by the segment are available from numerous independent suppliers and approximately 92% of total raw material purchases are from its top 5 suppliers.
It is anticipated that the complete exit and disposal of all assets at the Munhall facility will be completed within one year from the date the decision was made to cease operations. The Munhall facility has been classified as a discontinued operation for all periods presented and was formerly a component within the Tubular Products segment.
The Munhall facility has been classified as a discontinued operation for all periods presented and was formerly a component within the Tubular Products segment. On December 22, 2023, the Company and its wholly-owned subsidiary Specialty Pipe & Tube, Inc.
The average employee tenure is approximately 10 years. Total Rewards We invest in our workforce by offering a competitive total rewards package that includes a combination of salaries and wages, health and wellness benefits, retirement benefits and educational benefits. We strive to offer competitive total rewards packages and benefits for eligible employees.
To support this, we provide employees with the necessary personal protective equipment to perform their job responsibilities safely and confidently. Total Rewards We invest in our workforce by offering a total rewards package including competitive compensation and health, wellness, retirement, and educational benefits.
We are working to eliminate all injuries and incidents and our employees are making a daily commitment to follow safe work practices, look out for the safety of co-workers and ensuring safe working conditions for all employees. We provide our employees upfront and ongoing safety training to ensure that safety policies and procedures are effectively communicated and implemented.
We demand functional excellence across the entire organization, and our goal is to eliminate all injuries and incidents by providing comprehensive initial and ongoing safety training, and clear communication of safety policies and procedures. Employees make a daily commitment to and take an active role in owning health and safety, ensuring safe working conditions for everyone.
BRISMET manufactures welded pipe and tube, primarily from stainless steel, duplex, and nickel alloys. Pipe is produced in sizes from 3/8 inch outside diameter to 144 inches outside diameter and wall thickness from 1/4 inch up to 1 and 3/8 inches.
Tubular Products – Tubular Products is comprised of BRISMET, located in Bristol, Tennessee and ASTI, located in Troutman and Statesville, North Carolina. BRISMET manufactures welded pipe and tube, primarily from stainless steel, duplex, and nickel alloys.
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On August 5, 2022, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation to change our corporate name from Synalloy Corporation to Ascent Industries Co., effective August 10, 2022. The Company's executive office is located at 1400 16th Street, Suite 270, Oak Brook, Illinois 60523.
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End users include companies that use our products as raw materials or process aids in the manufacturing of products such as cleaners, coatings, water treatment chemicals, metal working fluids, textiles, oilfield production chemicals, agrochemical formulations and other applications. The segment offers products that are petroleum derived, as well as bio-based alternatives.
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End users include companies that supply agrochemical paper, metal working, coatings, water treatment, paint, mining, oil and gas, and janitorial and other applications. The segments sulfation products represent a renewable resource and are alternatives to non-renewable petroleum derivatives.
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Beyond its multi-functional product portfolio, the segment also provides an array of custom manufacturing services ranging from product development to commercial scale production. The segment operates both customer-specific, dedicated plants as well as multi-purpose plants with broad capabilities ranging from blending to complex, multi-step chemical reactions.
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The segment also provides dedicated contract manufacturing services, as well as operating a multi-purpose plant with the ability to process a variety of difficult to handle materials including flammable solvents, viscous liquids and granular solids.
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The segment has long-term relationships with a number of leading chemical companies that outsource their requirements to our production facilities allowing those customers to accelerate new product commercialization efforts while avoiding the CAPEX requirement to modify and/or build manufacturing plants to support their growth.
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There were no customers representing more than 10% of the Tubular Products segment's revenues for 2022. Specialty Chemicals – Specialty chemicals are sold directly to various industries nationwide by sales representatives comprised of outside sales employees and independent manufacturers' representatives.
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Our voluntary turnover rate in 2024 was approximately 22%. We monitor employee turnover rates by plant and the Company as a whole. The average employee tenure is approximately 11 years.
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The consideration for the transaction was approximately $55 million of cash proceeds subject to certain closing adjustments. The transaction closed on December 22, 2023.
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People and Culture We have a shared commitment within our organization to foster an inclusive and respectful culture that encourages innovation, teamwork, and collaboration to eliminate barriers to progress, and continuously drive improvements across the enterprise. Our business results depend on our ability to identify, attract, recruit, develop and retain talent.
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Ascent and Purchaser also entered into a Transition Services Agreement (the “TSA”) and an Employee Leasing Agreement (the “ELA”) each dated December 22, 2023, pursuant to which Ascent has agreed to provide certain transition services and to lease certain employees to Purchaser immediately after the closing for certain agreed upon transition periods.
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The Employee Assistance Program (EAP) is a valuable resource for employees, providing access to confidential mental health support, as well as legal and financial assistance from qualified professionals. These services are designed to help address personal and work-related challenges that could impact their well-being or job performance.
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Backlogs The backlog of open orders for the Tubular Products segment were $22.5 million and $34.4 million at the end of 2023 and 2022, respectively. The backlog of open orders for the Specialty Chemicals segment were $5.0 million and $10.4 million at the end of 2023 and 2022, respectively.
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Diversity, Equity and Inclusion From the boardroom to the frontline, we are dedicated to building incredible teams with diverse backgrounds, perspectives, and experiences to drive innovation, outperform the competition, and strengthen our ability to attract and retain top talent.
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Personal protective equipment is provided to employees to safely perform their job responsibilities. Talent Management Our approach to human capital management is one that seeks to foster an inclusive and respectful work environment where employees are empowered at all levels to implement new ideas, to better serve our customers and continuously improve our processes and operations.
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Diversity and Inclusion We are an Equal Opportunity Employer and all qualified applicants for positions with the Company receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender, identity, national origin, disability, or veteran status.
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We strive to provide an equitable and inclusive environment for all our employees with representation across all levels of our workforce that reflects the diversity of the communities in which we live and work.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs well, though we attempt to pass changes in the prices of raw materials along to our customers, we cannot always do so due to market competition, among other reasons, or price increases to customers may occur on a delayed basis. In addition, although raw materials may remain available, volatility in raw material pricing may negatively impact customer ordering patterns.
Biggest changeAs well, though we attempt to pass changes in the prices of raw materials along to our customers, we cannot always do so due to market 6 Table of Contents competition, among other reasons, or price increases to customers may occur on a delayed basis.
In addition, COVID-19 has, and may again result in quarantines of our personnel or an inability to access facilities, which could adversely affect our operations. Financial and Strategic Risks There are risks associated with our outstanding and future indebtedness. As of December 31, 2023, we had no outstanding indebtedness, however, we may incur additional indebtedness in the future.
In addition, COVID-19 has, and may again result in quarantines of our personnel or an inability to access facilities, which could adversely affect our operations. Financial and Strategic Risks There are risks associated with our outstanding and future indebtedness. As of December 31, 2024, we had no outstanding indebtedness, however, we may incur additional indebtedness in the future.
Any failure in our ability to effectively and efficiently launch new or enhanced products could materially and adversely affect our business, financial condition or results of operation. Government Regulation Risks Our operations expose us to the risk of environmental, health and safety liabilities and obligations, which could have a material adverse effect on our financial condition or results of operations.
Any failure in our ability to effectively and efficiently launch new or enhanced products could materially and adversely affect our business, financial condition or results of operation. 7 Table of Contents Government Regulation Risks Our operations expose us to the risk of environmental, health and safety liabilities and obligations, which could have a material adverse effect on our financial condition or results of operations.
Our competitors could cause a reduction in the prices for some of our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers. If we cannot compete successfully, our business, financial condition and results of operation could be adversely affected.
Our competitors could cause a reduction in the prices for some of 10 Table of Contents our products as a result of intensified price competition. Competitive pressures can also result in the loss of major customers. If we cannot compete successfully, our business, financial condition and results of operation could be adversely affected.
At any given time, we may be 6 Table of Contents unable to obtain an adequate supply of these critical raw materials on a timely basis, at acceptable prices and other terms, or at all. If suppliers increase the price of critical raw materials, we may not have alternative sources of supply.
At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, at acceptable prices and other terms, or at all. If suppliers increase the price of critical raw materials, we may not have alternative sources of supply.
We have identified and may continue to discover material weaknesses in our internal controls over financial reporting, which may adversely affect investor confidence in the accuracy and completeness of our financial reports and consequently the 10 Table of Contents market price of our securities .
We have identified and may continue to discover material weaknesses in our internal controls over financial reporting, which may adversely affect investor confidence in the accuracy and completeness of our financial reports and consequently the market price of our securities .
We cannot predict the level of market acceptance or the amount of 7 Table of Contents market share these new or enhanced products may achieve, and we may experience delays or problems in the introduction of new or enhanced products.
We cannot predict the level of market acceptance or the amount of market share these new or enhanced products may achieve, and we may experience delays or problems in the introduction of new or enhanced products.
As of December 31, 2023, we had 214 employees represented by unions which is approximately 41% of the aggregate number of Company employees. These employees are represented by local unions affiliated with the USW and the UFCW. Collective bargaining contracts for the USW and UFCW locals expire at various dates in 2024.
As of December 31, 2024, we had 181 employees represented by unions which is approximately 40% of the aggregate number of Company employees. These employees are represented by local unions affiliated with the USW and the UFCW. Collective bargaining contracts for the USW and UFCW locals expire at various dates in 2027.
The top 15 customers in the Specialty Chemicals segment accounted for approximately 72% of revenues for the year ended December 31, 2023 and 67% for the year ended December 31, 2022 with the top customer accounting for approximately 24% of revenues for 2023 and 21% of revenues for 2022.
The top 15 customers in the Specialty Chemicals segment accounted for approximately 53% of revenues for the year ended December 31, 2024 and 72% for the year ended December 31, 2023 with the top customer accounting for approximately 12% of revenues for 2024 and 24% of revenues for 2023.
Additionally, our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate 9 Table of Contents sufficient cash flows to service such debt and the other factors discussed in this section. There can be no assurance that we will be able to manage any of these risks successfully.
Additionally, our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this section.
We may need new or additional financing in the future to expand our business, and our inability to obtain capital on satisfactory terms or at all may have an adverse impact on our operations and our financial results.
There can be no assurance that we will be able to manage any of these risks successfully. 9 Table of Contents We may need new or additional financing in the future to expand our business, and our inability to obtain capital on satisfactory terms or at all may have an adverse impact on our operations and our financial results.
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In addition, although raw materials may remain available, volatility in raw material pricing may negatively impact customer ordering patterns.
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From time to time, we engage in acquisitions and divestitures and may encounter difficulties in integrating and separating these businesses and therefore we may not realize the anticipated benefits. We may seek growth opportunities through strategic acquisitions as well as evaluate our portfolio for potential divestitures to optimize our business footprint and portfolio.
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The success of these transactions will depend on our ability to integrate or separate, as applicable, assets and personnel in these transactions and to cooperate with our strategic partners. We may encounter difficulties in integrating acquisitions with our operations as well as separating divested businesses, and in managing strategic investments.
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Additionally, we may seek opportunities to monetize non-core and excess assets. These opportunities may not materialize or generate the financial benefits expected. Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe disclosure committee meets on a quarterly basis to ensure they are appropriately informed of any matters that should be considered in advance of applicable public filings, including cybersecurity and data privacy matters, and to address the proper handling and escalation of information to the Board and Audit Committee as needed.
Biggest changeThe disclosure committee meets on a quarterly basis to ensure they are appropriately informed of any matters that should be considered in advance of applicable public filings, including cybersecurity and data privacy matters, and to address the proper handling and escalation of information to the Board and Audit Committee as needed. 11 Table of Contents Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and infrastructure.
Our overall cybersecurity program includes: security tools, technologies and processes, control reviews and penetration tests; cybersecurity awareness training exercises for our employees, including phishing simulations to raise internal awareness of 11 Table of Contents manipulated electronic communications; and an annual review of System and Organization reports for critical third-party service providers.
Our overall cybersecurity program includes: security tools, technologies and processes and control reviews; cybersecurity awareness training exercises for our employees, including phishing simulations to raise internal awareness of manipulated electronic communications; and an annual review of System and Organization reports for critical third-party service providers.
These controls are monitored for cybersecurity risks and incidents by internal staff and our third-party service provider and are updated as necessary to protect the Company.
This program includes the implementation of a set of system, network and application level controls to protect our data and systems. These controls are monitored for cybersecurity risks and incidents by internal staff and our third-party service provider and are updated as necessary to protect the Company.
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Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and infrastructure. This program includes the implementation of a set of system, network and application level controls to protect our data and systems.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table sets forth certain information concerning our principal properties including which segment's products are supported out of each location: Segment Location Principal Operations Square Feet Land Acres Leased or Owned Tubular Products Specialty Chemicals Bristol, TN Manufacturing stainless steel pipe 275,000 73.1 Leased ✔ Cleveland, TN Chemical manufacturing and warehousing 143,000 18.8 Leased ✔ Fountain Inn, SC Chemical manufacturing and warehousing 136,834 16.9 Leased ✔ Danville, VA Chemical manufacturing and warehousing 135,811 55.3 Owned ✔ Troutman, NC Manufacturing ornamental stainless steel tube 106,657 26.5 Leased ✔ Statesville, NC Manufacturing ornamental stainless steel tube 83,000 26.8 Leased ✔ The following table sets forth certain information concerning other properties under the Master Lease in which the Company is the responsible party: Location Principal Operations Square Feet Land Acres Leased or Owned Munhall, PA 1 Manufacturing stainless steel pipe 284,000 20.0 Leased Andrews, TX 2 Liquid storage solutions and separation equipment 122,662 19.6 Leased Houston, TX 3 Cutting facility and storage yard for heavy walled pipe 29,821 10.0 Leased Mineral Ridge, OH 3 Cutting facility and storage yard for heavy walled pipe 12,000 12.0 Leased 1 Company ceased operations as of August 31, 2023 2 Company currently subleases facility to a third party 3 Company sold substantially all assets of SPT as of December 22, 2023.
Biggest changeThe following table sets forth certain information concerning our principal properties including which segment's products are supported out of each location: Segment Location Principal Operations Square Feet Land Acres Leased or Owned Tubular Products Specialty Chemicals Bristol, TN Manufacturing stainless steel pipe 275,000 73.1 Leased ✔ Fountain Inn, SC Chemical manufacturing and warehousing 136,834 16.9 Leased ✔ Danville, VA Chemical manufacturing and warehousing 135,811 55.3 Owned ✔ Cleveland, TN Chemical manufacturing and warehousing 122,800 18.8 Leased ✔ Troutman, NC Manufacturing ornamental stainless steel tube 106,657 26.5 Leased ✔ Statesville, NC Manufacturing ornamental stainless steel tube 83,000 26.8 Leased ✔ The following table sets forth certain information concerning other properties under the Master Lease in which the Company is the responsible party: Location Principal Operations Square Feet Land Acres Leased or Owned Munhall, PA 1 Manufacturing stainless steel pipe 284,000 20.0 Leased Andrews, TX 2 Liquid storage solutions and separation equipment 122,662 19.6 Leased Houston, TX 3 Cutting facility and storage yard for heavy walled pipe 29,821 10.0 Leased Mineral Ridge, OH 3 Cutting facility and storage yard for heavy walled pipe 12,000 12.0 Leased 1 Company ceased operations as of August 31, 2023 2 Company currently subleases facility to a third party 3 Company sold substantially all assets of SPT as of December 22, 2023 and currently subleases facility to a third party In addition to the facilities listed above, the Company leases from a third party the Company's executive office located in Schaumburg, Illinois. 12 Table of Contents
Substantially all of the value of the Company's leased plants and facilities relate to the Master Lease with Store Master Funding XII, LLC (“Store”), an affiliate of Store Capital Corporation ("Store Capital") that was entered into in 2016 and amended in 2019 and 2020; see Note 7 to the consolidated financial statements included in Item 8 of this Form 10-K for additional information on the Company's leases.
Substantially all of the value of the Company's leased plants and facilities relate to the Master Lease with Store Master Funding XII, LLC (“Store”), an affiliate of Store Capital Corporation ("Store Capital"), that was entered into in 2016 and since amended, with the latest amendment occurring in 2024; see Note 7 to the consolidated financial statements included in Item 8 of this Form 10-K for additional information on the Company's leases.
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The Company remains obligated under the terms of the leases for the rent and other costs that may be associated with the lease of the facilities and is reimbursed for facility lease costs under the transition services agreement executed as part of transaction In addition to the facilities listed above, the Company leases from a third party the Company's executive office located in Oak Brook, Illinois.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table sets forth information with respect to purchase of the Company's common stock made during the fourth quarter of 2023: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs 1 Number of Shares that May Yet Be Purchased under the Program 1 October 1, 2023 - October 31, 2023 10,436 $ 8.34 10,436 573,588 November 1, 2023 - November 30, 2023 11,425 8.29 11,425 562,163 December 1, 2023 - December 31, 2023 25,292 7.96 25,292 536,871 As of December 31, 2023 47,153 $ 8.12 47,153 536,871 1 Pursuant to the 790,383 share stock repurchase program re-authorized by the Board of Directors in December 2022.
Biggest changeIssuer Purchases of Equity Securities The following table sets forth information with respect to purchase of the Company's common stock made during the fourth quarter of 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs 1 Number of Shares that May Yet Be Purchased under the Program 1 October 1, 2024 - October 31, 2024 — $ — — 462,685 November 1, 2024 - November 30, 2024 4,088 10.17 4,088 458,597 December 1, 2024 - December 31, 2024 22,989 11.16 22,989 435,608 As of December 31, 2024 27,077 $ 11.01 27,077 435,608 1 Pursuant to the 790,383 share stock repurchase program re-authorized by the Board of Directors in December 2022.
The Company's credit agreement restricts the payment of dividends indirectly through a minimum fixed charge coverage covenant. No dividends were declared or paid in 2023 or 2022. Stock Performance Graph The Company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not required to provide this information.
The Company's credit agreement restricts the payment of dividends indirectly through a minimum fixed charge coverage covenant. No dividends were declared or paid in 2024 or 2023. Stock Performance Graph The Company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not required to provide this information.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company had 338 common shareholders of record at March 28, 2024. The Company's common stock trades on the NASDAQ Global Market under the trading symbol ACNT.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company had 312 common shareholders of record at February 28, 2025. The Company's common stock trades on the NASDAQ Global Market under the trading symbol ACNT.
Removed
The stock repurchase program expires in February 2025 and there is no guarantee to the exact number of shares that will be repurchased by the Company over that period. See Note 9 for additional information.
Added
On February 17, 2025, the Board of Directors authorized a new share repurchase program allowing for repurchase of up to 1.0 million shares of the Company's outstanding common stock over 24 months. See Note 9 for additional information.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+12 added−37 removed29 unchanged
Biggest changeConsolidated EBITDA and Adjusted EBITDA from continuing operations are as follows: Year Ended December 31, ($ in thousands) 2023 2022 Consolidated Net (loss) income from continuing operations $ (34,151) $ 17,578 Adjustments: Interest expense 4,238 2,742 Income taxes (6,924) (5,568) Depreciation 6,161 6,421 Amortization 1,505 1,853 EBITDA (29,171) 23,026 Acquisition costs and other 856 1,104 Shelf registration costs — 12 Goodwill impairment 11,389 — Gain on lease modification — (2) Stock-based compensation 594 962 Non-cash lease expense 242 414 Retention expense 26 — Restructuring and severance costs 130 74 Adjusted EBITDA $ (15,934) $ 25,590 % sales (8.2) % 9.8 % 18 Table of Contents Tubular Products EBITDA and Adjusted EBITDA from continuing operations are as follows: Year Ended December 31, ($ in thousands) 2023 2022 Tubular Products Net (loss) income from continuing operations $ (11,210) $ 22,182 Adjustments: Depreciation 2,274 2,500 Amortization 871 951 EBITDA (8,065) 25,633 Stock-based compensation 58 46 Non-cash lease expense 118 — Retention expense 8 — Restructuring and severance costs 84 20 Tubular Products Adjusted EBITDA $ (7,797) $ 25,699 % of segment sales (7.1) % 16.7 % Specialty Chemicals EBITDA and Adjusted EBITDA are as follows: Year Ended December 31, ($ in thousands) 2023 2022 Specialty Chemicals Net (loss) income $ (12,619) $ 6,935 Adjustments: Interest expense 74 36 Depreciation 3,798 3,846 Amortization 634 903 EBITDA (8,113) 11,720 Acquisition costs and other 12 — Goodwill impairment 11,389 — Stock-based compensation 8 41 Non-cash lease expense 88 2 Restructuring and severance costs 40 8 Specialty Chemicals Adjusted EBITDA $ 3,424 $ 11,771 % of segment sales 4.1 % 10.9 % 19 Table of Contents Liquidity and Capital Resources We closely manage our liquidity and capital resources.
Biggest changeConsolidated EBITDA and Adjusted EBITDA from continuing operations are as follows: Year Ended December 31, ($ in thousands) 2024 2023 Consolidated Net loss from continuing operations $ (11,225) $ (34,151) Adjustments: Interest expense 418 4,238 Income taxes 6,159 (6,924) Depreciation 5,936 6,161 Amortization 1,487 1,505 EBITDA 2,775 (29,171) Acquisition costs and other 692 856 Goodwill impairment — 11,389 Gain on lease modification (67) — Stock-based compensation 204 594 Non-cash lease expense 198 242 Retention expense 3 26 Restructuring and severance costs 208 130 Adjusted EBITDA $ 4,013 $ (15,934) % sales 2.3 % (8.2) % 17 Table of Contents Specialty Chemicals EBITDA and Adjusted EBITDA are as follows: Year Ended December 31, ($ in thousands) 2024 2023 Specialty Chemicals Net income (loss) $ 1,093 $ (12,619) Adjustments: Interest expense 75 74 Depreciation 3,809 3,798 Amortization 695 634 EBITDA 5,672 (8,113) Acquisition costs and other 477 12 Goodwill impairment — 11,389 Stock-based compensation 7 8 Non-cash lease expense 66 88 Restructuring and severance costs 110 40 Specialty Chemicals Adjusted EBITDA $ 6,332 $ 3,424 % of segment sales 7.8 % 4.1 % Tubular Products EBITDA and Adjusted EBITDA from continuing operations are as follows: Year Ended December 31, ($ in thousands) 2024 2023 Tubular Products Net income (loss) from continuing operations $ 2,649 $ (11,210) Adjustments: Interest expense 1 — Depreciation 2,052 2,274 Amortization 792 871 EBITDA 5,494 (8,065) Acquisition costs and other 30 — Stock-based compensation 10 58 Non-cash lease expense 88 118 Retention expense — 8 Restructuring and severance costs 30 84 Tubular Products Adjusted EBITDA $ 5,652 $ (7,797) % of segment sales 5.8 % (7.1) % 18 Table of Contents Liquidity and Capital Resources We closely manage our liquidity and capital resources.
Divestiture of Specialty Pipe & Tube, Inc. On December 22, 2023, the Company and its wholly-owned subsidiary Specialty Pipe & Tube, Inc. (“SPT”) entered into an Asset Purchase Agreement pursuant to which Ascent and SPT sold substantially all of the assets primarily related to SPT to Specialty Pipe & Tube Operations, LLC, a Delaware limited liability company.
On December 22, 2023, the Company and its wholly-owned subsidiary Specialty Pipe & Tube, Inc. (“SPT”) entered into an Asset Purchase Agreement pursuant to which Ascent and SPT sold substantially all of the assets primarily related to SPT to Specialty Pipe & Tube Operations, LLC, a Delaware limited liability company.
Profitability Ratio: • Return on average equity ("ROAE") = net (loss) income divided by the trailing 12-month average of equity. The ROAE will be determined by the Company using generally accepted accounting principles, consistently applied.
The current ratio will be determined by the Company using generally accepted accounting principles, consistently applied. Profitability Ratio: • Return on average equity ("ROAE") = net (loss) income divided by the trailing 12-month average of equity. The ROAE will be determined by the Company using generally accepted accounting principles, consistently applied.
Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP. 17 Table of Contents EBITDA and Adjusted EBITDA We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization.
Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP. 16 Table of Contents EBITDA and Adjusted EBITDA We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization.
However, it is possible that actual results could differ from recorded reserves. For instance, a 10% change in the amount of products considered obsolete would have decreased net earnings by $0.6 million for 2023. A 10% change in the estimated shrinkage rate would not have had a material impact on net earnings for 2023.
However, it is possible that actual results could differ from recorded reserves. For instance, a 10% change in the amount of products considered obsolete would have decreased net earnings by $0.6 million for 2024. A 10% change in the estimated shrinkage rate would not have had a material impact on net earnings for 2024.
The decrease in cash used in investing activities for the full-year 2023 compared to cash used in investing activities for the full-year 2022 was primarily driven by a decrease in capital expenditures in the current year over the prior year. Financing Activities Net cash used in financing activities primarily consist of transactions related to our long-term debt.
The decrease in cash used in investing activities for the full-year 2024 compared to cash used in investing activities for the full-year 2023 was primarily driven by a decrease in capital expenditures in the current year over the prior year. Financing Activities Net cash used in financing activities primarily consist of transactions related to our long-term debt.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity, and capital resources during the fiscal years ended December 31, 2023 and 2022.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity, and capital resources during the fiscal years ended December 31, 2024 and 2023.
Our existing cash, cash equivalents, and credit facilities balances may fluctuate during 2024. Cash from operations could also be affected by various risks and uncertainties detailed in Item 1A - Risk Factors of this report.
Our existing cash, cash equivalents, and credit facilities balances may fluctuate during 2025. Cash from operations could also be affected by various risks and uncertainties detailed in Item 1A - Risk Factors of this report.
In this process, certain relevant criteria are evaluated including: the amount of income or loss in prior years, the existence of deferred tax 24 Table of Contents liabilities that can be used to absorb deferred tax assets, the taxable income in prior carryback years that can be used to absorb net operating losses and credit carry backs, future expected taxable income and prudent and feasible tax planning strategies.
In this process, certain relevant criteria are evaluated including: the amount of income or loss in prior years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, the taxable income in prior carryback years that can be used to absorb net operating losses and credit carry backs, future expected taxable income and prudent and feasible tax planning strategies.
If recovery is not more likely than not (a likelihood of less than 50 percent), the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not to ultimately be recoverable.
If recovery is not expected to exceed a more likely than not (a likelihood of less than 50 percent) threshold, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated not to ultimately be recoverable.
Our inventory reserve for estimated shrinkage was $0.5 million as of December 31, 2023. Judgments and uncertainties involved in the estimate We do not believe that our inventories are subject to significant risk of obsolescence in the near term and we have the ability to adjust purchasing practices based on anticipated sales trends and general economic conditions.
Our inventory reserve for estimated shrinkage was $0.3 million as of December 31, 2024. Judgments and uncertainties involved in the estimate We do not believe that our inventories are subject to significant risk of obsolescence in the near term and we have the ability to adjust purchasing practices based on anticipated sales trends and general economic conditions.
These items include: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, shelf registration costs, loss on extinguishment of debt, earn-out adjustments, retention costs and restructuring and severance costs from net (loss) income.
These items include: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, shelf registration costs, loss on extinguishment of debt, retention costs and restructuring and severance costs from net (loss) income.
In 2023 and 2022, no dividends were declared or paid by the Company. 21 Table of Contents Other Financial Measures Below are additional financial measures that we believe are important in understanding the Company's liquidity position from year to year. The metrics are defined as: Liquidity Measure: • Current ratio = current asset divided by current liabilities.
In 2024 and 2023, no dividends were declared or paid by the Company. 20 Table of Contents Other Financial Measures Below are additional financial measures that we believe are important in understanding the Company's liquidity position from year to year. The metrics are defined as: Liquidity Measure: • Current ratio = current asset divided by current liabilities.
The Company has no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on the Company's financial position, revenues, results of operations, liquidity, or capital expenditures. We expect capital spending in fiscal 2024 to be as much as $6.5 million.
The Company has no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on the Company's financial position, revenues, results of operations, liquidity, or capital expenditures. We expect capital spending in fiscal 2025 to be as much as $7.6 million.
Unless otherwise noted, all references herein for the years 2023 and 2022 represent the fiscal years ended December 31, 2023 and 2022, respectively.
Unless otherwise noted, all references herein for the years 2024 and 2023 represent the fiscal years ended December 31, 2024 and 2023, respectively.
Operating and finance lease obligations were $32.5 million, with $1.4 million payable within 12 months. See Note 7 for further detail of our lease obligations and the timing of expected future payments.
Operating and finance lease obligations were $32.9 million, with $1.8 million payable within 12 months. See Note 7 for further detail of our lease obligations and the timing of expected future payments.
We have provided valuation allowances as of December 31, 2023, aggregating to $1.6 million, net of federal benefit, against certain state and local net operating loss carryforwards and other deferred tax assets. As of December 31, 2023, the Company has no liability for unrecognized income tax benefits.
We have provided valuation allowances as of December 31, 2024, aggregating to $9.1 million, net of federal benefit, against our federal deferred tax assets as well as certain state and local net operating loss carryforwards and other deferred tax assets. As of December 31, 2024, the Company has no liability for unrecognized income tax benefits.
We also record an inventory reserve for the estimated shrinkage (quantity losses) between physical inventories. This reserve is based upon the most recent physical inventory results. During 2023, the inventory shrink reserve had a $0.4 million increase in response to estimated shrinkage rates based on results from previous physical inventories.
We also record an inventory reserve for the estimated shrinkage (quantity losses) between physical inventories. This reserve is based upon the most recent physical inventory results. During 2024, the inventory shrink reserve had a $0.3 million decrease in response to estimated shrinkage rates based on results from previous physical inventories.
Results of these additional financial measures are as follows: Year ended December 31, 2023 2022 Current ratio 3.7 4.6 Debt to capital —% 49% Return on average equity (38.6)% 29.7% Material Cash Requirements from Contractual and Other Obligations As of December 31, 2023, our material cash requirements for our known contractual and other obligations were as follows: • Operating and Finance Leases - The Company enters into various lease agreements for real estate and manufacturing equipment used in the normal course of business.
Results of these additional financial measures are as follows: Year ended December 31, 2024 2023 Current ratio 3.8 3.7 Return on average equity (11.3)% (38.6)% Material Cash Requirements from Contractual and Other Obligations As of December 31, 2024, our material cash requirements for our known contractual and other obligations were as follows: • Operating and Finance Leases - The Company enters into various lease agreements for real estate and manufacturing equipment used in the normal course of business.
Inventory increased operating cash flows for the year ended December 31, 2023 by approximately $12.2 million compared to a decrease of approximately $13.7 million for 2022, while accounts payable increased operating cash flows by approximately $1.6 million for the year ended December 31, 2023 compared to an decrease of approximately $6.3 million for the year ended December 31, 2022.
Inventory increased operating cash flows for the year ended December 31, 2024 by approximately $11.6 million compared to a decrease of approximately $12.2 million for 2023, while accounts payable decreased operating cash flows by approximately $3.6 million for the year ended December 31, 2024 compared to an increase of approximately $1.6 million for the year ended December 31, 2023.
There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. As of December 31, 2023, the Company has 536,871 shares of its share repurchase authorization remaining.
There is no guarantee as to the exact number of shares that will be repurchased by the Company, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. As of December 31, 2024, the Company had 435,608 shares of its previous share repurchase authorization remaining.
Sources of Liquidity Funds generated by operating activities supplemented by our available cash and cash equivalents and our credit facilities are our most significant sources of liquidity. As of December 31, 2023, we held $1.9 million of cash and cash equivalents, as well as $61.8 million of remaining available capacity on our revolving line of credit.
Sources of Liquidity Funds generated by operating activities supplemented by our available cash and cash equivalents and our credit facilities are our most significant sources of liquidity. As of December 31, 2024, we held $16.1 million of cash and cash equivalents, as well as $47.4 million of remaining available capacity on our revolving line of credit.
We record an obsolete inventory reserve for identified aged inventory items with slow or no sales activity for finished goods or slow or no usage for raw materials for a certain period of time.
This would indicate that an adjustment would be required. We record an obsolete inventory reserve for identified aged inventory items with slow or no sales activity for finished goods or slow or no usage for raw materials for a certain period of time.
Shares repurchased for the year ended December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Number of shares repurchased 143,108 110,404 Average price per share $ 8.97 $ 12.16 Total cost of shares repurchased $ 1,287,416 $ 1,345,540 At the end of each fiscal year, the Board reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate.
Shares repurchased for the year ended December 31, 2024 and 2023 were as follows: Year ended December 31, 2024 2023 Number of shares repurchased 101,263 143,108 Average price per share $ 10.21 $ 8.97 Total cost of shares repurchased $ 1,037,346 $ 1,287,416 At the end of each fiscal year, the Board reviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate.
For those inventory items, a reserve is established for a percentage of the inventory cost less any estimated scrap proceed and is based on our current knowledge with respect to inventory levels, sales trends and historical experience. During 2023, our reserve increased approximately $2.8 million to $5.6 million as of December 31, 2023.
For those inventory items, a reserve is established for a percentage of the inventory cost less any estimated scrap proceeds and is based on our current knowledge with respect to inventory levels, sales trends and historical experience. During 2024, our reserve decreased approximately $0.1 million to $5.5 million as of December 31, 2024.
The Company has no debt outstanding as of December 31, 2023. The Company's effective tax rate for 2023 was less than the U.S. statutory rate of 21% primarily driven by tax benefits associated with non-deductible goodwill impairment.
The Company's effective tax rate for 2023 was less than the U.S. statutory rate of 21% primarily driven by tax benefits associated with non-deductible goodwill impairment.
Cash Flows Cash flows from continuing operations were as follows: Year ended December 31, (in thousands) 2023 2022 Total cash provided by (used in): Operating activities 6,644 (5,262) Investing activities (2,885) (3,295) Financing activities (73,169) (374) Net decrease in cash and cash equivalents $ (69,410) $ (8,931) Operating Activities The increase in cash provided by operating activities for the year ended December 31, 2023 compared to cash used in operating activities in the year ended December 31, 2022 was primarily driven by changes in working capital.
Cash Flows Cash flows from continuing operations were as follows: Year ended December 31, (in thousands) 2024 2023 Total cash provided by (used in): Operating activities 17,007 6,644 Investing activities (1,892) (2,885) Financing activities (1,329) (73,169) Net increase (decrease) in cash and cash equivalents $ 13,786 $ (69,410) Operating Activities The increase in cash provided by operating activities for the year ended December 31, 2024 compared to cash used in operating activities in the year ended December 31, 2023 was primarily driven by changes in working capital.
Accounts receivable increased operating cash flow by approximately $6.8 million compared to a decrease of $0.3 million driven by lower sales in the current year partially offset by slightly higher days sales outstanding.
Accounts receivable increased operating cash flow by approximately $2.8 million compared to an increase of $6.8 million driven by lower sales in the current year partially offset by lower days sales outstanding.
The changes in SG&A expense were primarily driven by decreases in salaries, wages and benefits and lower travel expense partially offset by increases in taxes and licenses expense. Operating loss for the full-year 2023 totaled $11.2 million compared to operating income of $22.2 million for the full-year 2022.
The changes in SG&A expense were primarily driven by increases in corporate allocation partially offset by decreases in salaries, wages and benefits, taxes and license fees and professional fees. Operating income for the full-year 2024 totaled $2.6 million compared to an operating loss of $11.2 million for the full-year 2023.
The changes in SG&A expense were primarily driven by increases in salaries, wages and benefits and professional fees partially offset by lower incentive bonus and amortization expense. Operating loss for the full-year 2023 totaled $12.6 million compared to operating income of $7.0 million for the full-year 2022.
The changes in SG&A expense were primarily driven by increases in corporate allocation, incentive bonus expense and professional fees, partially offset by decreases in salaries, wages and benefits and taxes and license fees. Operating income for the full-year 2024 totaled $1.2 million compared to an operating loss of $12.6 million for the full-year 2023.
The Credit Facility Amendment also reduced the maximum revolving loan commitment under the credit facility from $105 million to $80 million, and increased the interest rate for the credit facility from SOFR plus an interest rate margin of between 1.60% and 1.70% to SOFR plus an interest rate margin of between 1.85% and 2.10%, depending on average availability under the credit facility and the Company’s consolidated fixed charge coverage ratio.
The Credit Facility Amendment also increased the interest rate for the credit facility from SOFR plus an interest rate margin of between 1.85% and 2.10% to SOFR plus an interest rate margin of between 1.85% and 2.35%, depending on average availability under the credit facility and Ascent’s consolidated fixed charge coverage ratio.
The increase in operating cash flows from inventory is primarily due to lower inventory turns year over year while the increase in accounts payable is primarily driven by a slight increase in days payables outstanding.
The increase in operating cash flows from inventory is primarily due to lower average inventory and higher inventory turns year over year while the decrease in accounts payable is primarily driven by a decreases in days payables outstanding within our Specialty Chemicals segment.
The decrease in net sales was primarily driven by a 17.3% decrease in pounds shipped and a 4.3% decrease in average selling prices. SG&A expense increased by $0.1 million, or 1.1%, to $7.0 million in 2023 compared to $6.9 million in 2022. SG&A as a percentage of sales increased to 8.3% in 2023 from 6.4% in 2022.
The decrease in net sales was primarily driven by a 16.8% decrease in average selling prices offset by a 5.5% increase in pounds shipped. SG&A expense increased $1.2 million, or 16.0%, for the full-year 2024 when compared to 2023. SG&A as a percentage of sales was 9.0% of sales for 2024 and 6.9% of sales for 2023.
The share repurchase program allows for repurchase of up to 790,383 shares of the Company's outstanding common stock and expires on February 17, 2025. The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions.
On February 17, 2025, the Board of Directors authorized a new share repurchase program allowing for repurchase of up to 1.0 million shares of the Company's outstanding common stock over 24 months. The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions.
This strategic decision is part of the Company’s ongoing efforts to consolidate manufacturing to drive an increased focus on its core operations and to improve profitability while driving operational efficiencies.
This strategic decision is part of the Company’s ongoing efforts to consolidate manufacturing to drive an increased focus on its core operations and to improve profitability while driving operational efficiencies. Munhall results are included within discontinued operations in all periods presented. Divestiture of Specialty Pipe & Tube, Inc.
Reference should be made to Note 13 to the consolidated financial statements included in Item 8 of this Form 10-K. 2023 2022 (in thousands) Amount % Amount % Net sales $ 83,616 100.0 % $ 107,542 100.0 % Cost of goods sold 77,807 93.1 % 93,680 87.1 % Gross profit 5,809 6.9 % 13,862 12.9 % Selling, general and administrative expense 6,966 8.3 % 6,891 6.4 % Acquisition costs and other 12 — % — — % Goodwill impairment 11,389 13.6 % — — % Operating (loss) income $ (12,558) (15.0) % $ 6,971 6.5 % Comparison of 2023 to 2022 - Corporate Corporate expenses decreased $1.1 million to $12.9 million in 2023 down from $13.9 million in 2022.
Reference should be made to Note 13 to the consolidated financial statements included in Item 8 of this Form 10-K. 2024 2023 (in thousands) Amount % Amount % Net sales $ 80,764 100.0 % $ 83,616 100.0 % Cost of goods sold 69,574 86.1 % 77,807 93.1 % Gross profit 11,190 13.9 % 5,809 6.9 % Selling, general and administrative expense 9,546 11.8 % 6,966 8.3 % Acquisition costs and other 477 0.6 % 12 — % Goodwill impairment — — % 11,389 13.6 % Operating income (loss) $ 1,167 1.4 % $ (12,558) (15.0) % Table of Contents Comparison of 2024 to 2023 - Tubular Products Net sales for the Tubular Products segment totaled $97.1 million for the full year of 2024, a decrease of 11.3% compared to the full-year 2023.
Fair value determinations involve significant assumptions about highly subjective variables, including future cash flows, discount rates, and expected business performance. There are also different valuation models and inputs for each component, the selection of which requires considerable judgment. Our estimates and assumptions may be based, in part, on the availability of listed market prices or other transparent market data.
There are also different valuation models and inputs for each component, the selection of which requires considerable judgment. Our estimates and assumptions may be based, in part, on the availability of listed 21 Table of Contents market prices or other transparent market data.
Judgments and uncertainties involved in the estimate We assess on a tax jurisdictional basis the likelihood that our deferred tax assets can be recovered.
We record interest and penalties, if any, related to uncertain tax positions as a component of income tax expense. Judgments and uncertainties involved in the estimate We assess on a tax jurisdictional basis the likelihood that our deferred tax assets can be recovered.
As of December 31, 2023, the Company had $61.8 million of remaining availability under its credit facility. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and (ii) 10% of the revolving credit facility (currently $8.0 million).
The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $6.0 million and (ii) 15% of the revolving credit facility (currently $9.0 million). As of December 31, 2024, the Company was in compliance with all financial debt covenants.
Under this method, the total consideration transferred to consummate the business combination is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the transaction. 22 Table of Contents Judgments and uncertainties involved in the estimate The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired, if any, and liabilities assumed.
Business Combinations Description Business combinations are accounted for using the acquisition method of accounting in accordance with GAAP. Under this method, the total consideration transferred to consummate the business combination is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the transaction.
Reference should be made to Note 13 to the consolidated financial statements included in Item 8 of this Form 10-K. 2023 2022 (in thousands) Amount % Amount % Net sales $ 109,513 100.0 % $ 154,040 100.0 % Cost of goods sold 113,187 103.4 % 123,726 80.3 % Gross profit (3,674) (3.4) % 30,314 19.7 % Selling, general and administrative expense 7,536 6.9 % 8,132 5.3 % Operating (loss) income $ (11,210) (10.2) % $ 22,182 14.4 % Comparison of 2023 to 2022 – Specialty Chemicals Net sales for the Specialty Chemicals segment decreased 22.2%, or $23.9 million, to $83.6 million for 2023 compared to $107.5 million in 2022.
Reference should be made to Note 13 to the consolidated financial statements included in Item 8 of this Form 10-K. 2024 2023 (in thousands) Amount % Amount % Net sales $ 97,108 100.0 % $ 109,513 100.0 % Cost of goods sold 85,686 88.2 % 113,187 103.4 % Gross profit 11,422 11.8 % (3,674) (3.4) % Selling, general and administrative expense 8,743 9.0 % 7,536 6.9 % Acquisition costs and other 30 0.1 % — — % Operating income (loss) from continuing operations $ 2,649 2.7 % $ (11,210) (10.2) % Comparison of 2024 to 2023 - Corporate Corporate expenses decreased $4.1 million to $8.8 million in 2024 down from $12.9 million in 2023.
At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost. This would indicate that an adjustment would be required.
Inventory Description Inventory is stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. At the end of each quarter, all facilities review recent sales reports to identify sales price trends that would indicate products or product lines that are being sold below our cost.
The increase in net cash used in financing activities for the full-year 2023 compared to the full-year 2022 was primarily due to the repayment of the Company's asset backed line of credit and delayed draw term loan in the fourth quarter of 2023 driven by the sale of substantially all of the assets of SPT. 20 Table of Contents Short-term Debt The Company has a note payable in the amount of $0.9 million with an annual interest rate of 3.70% maturing April 1, 2024, associated with the financing of the Company's insurance premium in the current year.
The decrease in net cash used in financing activities for the full-year 2024 compared to the full-year 2023 was primarily due to the repayment of the 19 Table of Contents Company's asset backed line of credit and delayed draw term loan in the fourth quarter of 2023 driven by the sale of substantially all of the assets of SPT.
We recognize net tax benefits under the recognition and measurement criteria of FASB ASC Topic 740, Income Taxes, which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns. We record interest and penalties, if any, related to uncertain tax positions as a component of income tax expense.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 22 Table of Contents We recognize net tax benefits under the recognition and measurement criteria of FASB ASC Topic 740, Income Taxes, which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns.
The changes in SG&A expense were primarily driven by: • decrease in incentive bonus driven by lower attainment of performance goals in the current year over the prior year; • decrease in repair and maintenance expenses; and, 15 Table of Contents • decreases in other expenses primarily driven by decreases in salaries, wages and benefits, share-based compensation, amortization expense, bad debt expense and utilities The full-year decreases were partially offset by: • Increases in professional fees; and, • Increases and taxes and licenses.
The changes in SG&A expense were primarily driven by: • decreases in salaries, wages and benefits driven by lower headcount in the current year; • decreases in taxes and licenses; and, • decreases in other expenses primarily driven by decreases in share-based compensation expense The full-year decreases were partially offset by: • increases in incentive bonus driven by higher attainment of performance goals in the current year over the prior year; • increases in professional fees driven by increased IT and legal expenses in the current year Operating loss from continuing operations for the full-year 2024 improved to $5.1 million compared to an operating loss of $37.4 million for the full-year 2023.
Comparison of 2023 to 2022 - Tubular Products Net sales for the Tubular Products segment totaled $109.5 million for the full year of 2023, a decrease of 28.9% compared to the full-year 2022. The decrease in net sales was primarily driven by a 21.4% decrease in pounds shipped and a 9.2% decrease in average selling price.
Comparison of 2024 to 2023 – Specialty Chemicals Net sales for the Specialty Chemicals segment decreased 3.4%, or $2.9 million, to $80.8 million for 2024 compared to $83.6 million in 2023. The decrease in net sales was primarily driven by a 3.4% decrease in pounds shipped and a 2.6% decrease in average selling prices.
This discussion and analysis is presented in five sections: • Executive Overview • Results of Operations and Non-GAAP Financial Measures • Liquidity and Capital Resources • Material Cash Requirements from Contractual and Other Obligations • Critical Accounting Policies and Estimates Executive Overview There have been a number of strategic changes that have occurred throughout 2023, including the permanent cessation of operations and closure of the Munhall facility and the sale of substantially all of assets of Specialty Pipe & Tube, Inc.
This discussion and analysis is presented in five sections: • Executive Overview • Results of Operations and Non-GAAP Financial Measures • Liquidity and Capital Resources • Material Cash Requirements from Contractual and Other Obligations • Critical Accounting Policies and Estimates Executive Overview Ascent Industries Co. is a diverse industrials company focused on the production of specialty chemicals and stainless steel pipe and tube.
In addition to the working capital changes, changes in income taxes increased cash flows by approximately $3.1 million compared to cash used in operations of approximately $7.9 million in 2022. This was driven by the receipt of a cash refund from the Company's 2022 tax return.
In addition to the working capital changes, changes in deferred income taxes increased cash flows by approximately $6.2 million compared to cash used in operations of approximately $6.9 million in 2023.
The consideration for the transaction was approximately $55 million of cash proceeds subject to certain closing adjustments. The transaction closed on December 22, 2023.
The consideration for the transaction was approximately $55 million of cash proceeds subject to certain closing adjustments. The transaction closed on December 22, 2023. As result of the sale, SPT results of operations are classified under discontinued operations for all periods presented. Prior to the divestiture, SPT was reported under the Company's Tubular Products segment.
Investing Activities Net cash used in investing activities primarily consists of transactions related to capital expenditures, proceeds from the disposal of property, plant and equipment and acquisitions.
This was primarily due to discrete tax charges associated with the recording of a valuation allowance on cumulative U.S. federal and state tax assets in the third quarter of 2024. Investing Activities Net cash used in investing activities primarily consists of transactions related to capital expenditures, proceeds from the disposal of property, plant and equipment and acquisitions.
The payment of cash dividends is also subject to customary legal and contractual restrictions. Our capital allocation strategy is to first fund operations and investments in growth and then return excess cash over time to shareholders through share repurchases and dividends.
Our capital allocation strategy is to first fund operations and investments in growth and then return excess cash over time to shareholders through share repurchases and dividends. The Company's previous share repurchase program allowed for repurchase of up to 790,383 shares of the Company's outstanding common stock and expired on February 17, 2025.
During the year, we also repurchased 143,108 shares for $1.3 million through our share repurchase program as part of our continued efforts to create sustainable value for our shareholders. Munhall Closure During the second quarter of 2023, the Board of Directors of the Company made the decision to permanently cease operations at Munhall effective on or around August 31, 2023.
Munhall Closure During the second quarter of 2023, the Board of Directors of the Company made the decision to permanently cease operations at Munhall effective on or around August 31, 2023.
SG&A expense decreased $0.6 million, or 7.3%, for the full-year 2023 when compared to 2022. SG&A as a percentage of sales was 6.9% of sales for 2023 and 5.3% of sales for 2022.
SG&A expense increased by $2.6 million, or 37.0%, to $9.5 million in 2024 compared to $7.0 million in 2023. SG&A as a percentage of sales increased to 11.8% in 2024 from 8.3% in 2023.
The Company's effective tax rate for 2022 was less than the U.S. statutory rate of 21% primarily driven by tax benefits associated with the closure of Palmer and the release of valuation allowances on certain deferred tax assets, partially offset by state taxes.
The Company's effective tax rate for 2024 was less than the U.S. statutory rate of 21% primarily due to discrete tax charges associated with recording a valuation allowance on cumulative US Federal and state deferred tax assets.
As of December 31, 2023, the outstanding balance was $0.4 million. Long-term Debt During the fourth quarter of 2023, the Company entered into a Limited Consent, Second Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A. and the other lenders under the Company’s credit facility (the “Credit Facility Amendment”).
Long-term Debt On November 6, 2024, Ascent entered into a Limited Consent, Third Amendment to Credit Agreement to Loan Documents with BMO Bank N.A. under Ascent’s credit facility (the “Credit Facility Amendment”).
The operating loss increase for the full-year 2023 was primarily driven by aforementioned decreases in pounds shipped and lower selling price as well as higher material costs. The following table summarizes operating results for the two years indicated.
The operating income increase for the full-year 2024 was primarily driven by increases in gross profit partially offset by the aforementioned increases in SG&A expenses. The following table summarizes operating results for the two years indicated.
The increase in operating loss was primarily driven by aforementioned decreases in pounds shipped and lower selling price 16 Table of Contents The following tables summarize operating results for the two years indicated.
The increase in operating income was primarily driven by improved strategic sourcing initiatives and product line management resulting in lower raw material costs. The following tables summarize operating results for the two years indicated.
Results of Operations Comparison of 2023 to 2022 – Consolidated Consolidated net sales for the full-year 2023 decreased $68.8 million, or 26.3%, over the full-year 2022 to $193.2 million. The decrease in net sales was primarily driven by a 8.5% decrease in average price coupled with a 18.7% decrease in pounds shipped.
The decrease in net sales was primarily driven by an 8.8% decrease in average selling prices coupled with a 0.9% decrease in pounds shipped. Full-year 2024 gross profit from continuing operations increased 1349.1% to $22.1 million, or 12.4% of sales, compared to $1.5 million, or 0.8% of sales, in the full-year 2023.
Consolidated selling, general and administrative expense (SG&A) for the full-year 2023 decreased $0.9 million to $26.7 million compared to $27.6 million for the full-year 2022. SG&A as a percentage of sales was 13.8% of sales for 2023 and 10.6% of sales for 2022.
The increase in dollars and percentage of sales for the full-year 2024 were primarily driven by improved strategic sourcing initiatives and product line management resulting in lower raw material costs. Selling, general and administrative expense (SG&A) from continuing operations for the full-year 2024 decreased $0.1 million to $26.6 million compared to $26.7 million for the full-year 2023.
The full-year decrease resulted primarily from decreases in salaries, wages and benefit, stock-based compensation, incentive bonuses due to lower attainment of performance goals, as well as decreases in other corporate overhead. The decreases were partially offset by increases in professional fees related to accounting, tax and other advisory related costs, taxes and licenses and insurance expenses.
The full-year decrease resulted primarily from allocating corporate expense to locations and decreases in stock compensation expense partially offset by increases in incentive bonus, professional fees, taxes and license expense and insurance expense. Interest expense was $0.3 million and $4.2 million for the full-years of 2024 and 2023, respectively.
As of December 31, 2023, the Company was in compliance with all financial debt covenants. See Note 6 in the notes to the consolidated financial statements for additional information on the Company's line of credit. Stock Repurchases and Dividends We may repurchase common stock and pay dividends from time to time pursuant to programs approved by our Board of Directors.
Stock Repurchases and Dividends We may repurchase common stock and pay dividends from time to time pursuant to programs approved by our Board of Directors. The payment of cash dividends is also subject to customary legal and contractual restrictions.
The discussion and analysis of our results of operations refers to continuing operations only unless noted. Consolidated net sales decreased 26.3%, or $68.8 million, compared to 2022 driven by decreases in average selling price and pounds shipped. Consolidated net loss increased to $34.2 million in 2023, compared to net income of $17.6 million in 2022.
The discussion and analysis of our results of operations refers to continuing operations unless noted. 14 Table of Contents Results of Operations Comparison of 2024 to 2023 – Continuing Operations Net sales from continuing operations for the full-year 2024 decreased $15.3 million, or 7.9%, over the full-year 2023 to $177.9 million.
Removed
("SPT"), which are discussed below. These strategic changes have been implemented to allow the Company to focus on core competencies that drive growth and long-term value creation for our shareholders. As a result of these decisions, Munhall and SPT results have been reclassified from the Tubular Products segment and are reflected as discontinued operations in all periods presented.
Added
Ascent Industries Co. was incorporated in 1958 as the successor to a chemical manufacturing business founded in 1945 known as Blackman Uhler Industries Inc.
Removed
Diluted loss per share increased to $3.37 for the full-year 2023 compared to diluted earnings per share of $1.69 for the full-year 2022. For 2023, cash flows from operating activities were $6.6 million, with $2.9 million used for capital expenditures.
Added
The Specialty Chemicals segment produces critical ingredients and process aids for the oil & gas, household, industrial and institutional ("HII"), personal care, coatings, adhesives, sealants and elastomers (CASE), pulp and paper, textile, automotive, agricultural, water treatment, construction and other industries.
Removed
As a result of this decision, the Company incurred asset impairment charges of $8.8 million related to the write down of inventory to net realizable value and the impairment of long-lived assets as well as $2.8 million in increased reserves on accounts receivable and other current assets at the facility during the year ended December 31, 2023.
Added
The Tubular Products segment serves markets through pipe and tube production and customers in the appliance, architectural, automotive and commercial transportation, brewery, chemical, petrochemical, pulp and paper, mining, power generation (including nuclear), water and waste-water treatment, liquid natural gas ("LNG"), food processing, pharmaceutical, oil and gas and other industries.
Removed
The sale of SPT is a tremendous value-creating outcome for Ascent shareholders while greatly reducing the complexity associated with our tubular operations and allowing our tubular leadership and operational teams to focus on core competencies that best position the Company for long-term growth.
Added
Fiscal 2024 was a year of stabilization, recapitalization of talent and aggressive self-help to establish a foundation for organic and inorganic growth. The team rallied to overcome soft market conditions across both segments, delivering positive bottom line improvements while establishing a more predictable, reliable and profitable operating model.
Removed
The transaction also provided the Company the ability to significantly reduce its debt, while providing additional available capital to pursue growth opportunities within our focused businesses.
Added
We ended the year with no outstanding debt, $16.1 million of cash and cash equivalents as well as $47.4 million of remaining available capacity on our revolving line of credit, allowing flexibility to continue to execute our strategy and future growth opportunities.
Removed
The Company recognized a pre-tax gain on the sale of the SPT assets of $26.3 million. 14 Table of Contents Goodwill Impairment Review During the third quarter of 2023, as described in Note 1 - Summary of Significant Accounting Policies , we tested our goodwill for impairment.
Added
SG&A as a percentage of sales was 14.9% of sales for 2024 and 13.8% of sales for 2023.
Removed
The Company determined potential indicators of impairment existed within the Specialty Chemicals reporting unit.
Added
The operating loss decrease for the full-year 2024 was primarily driven by aforementioned increase in gross profit as well as the prior year goodwill impairment not present in the current year.
Removed
Macroeconomic conditions and pressures, increased risks within the broader specialty chemicals business, reporting unit operating losses and a decline in the reporting unit's net sales compared to forecast, collectively, indicated that the reporting unit had experienced a triggering event and the need to perform a quantitative evaluation of goodwill.
Added
The decrease was driven by lower debt outstanding in the current year compared to the prior year. The Company had no debt outstanding as of December 31, 2024.
Removed
The Company performed a discounted cash flow analysis and a market multiple analysis for the Specialty Chemicals reporting unit to determine the reporting unit's fair value.
Added
Short-term Debt The Company has a note payable in the amount of $0.9 million with an annual interest rate of 3.70% maturing April 1, 2024, associated with the financing of the Company's insurance premium in the current year. As of December 31, 2024, the outstanding balance was $0.4 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk The Company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not required to provide the information required by this Item. 25 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk The Company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not required to provide the information required by this Item. 23 Table of Contents

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