What changed in this filing

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Item 9A. Controls and Procedures

2025-03-04 compared with 2024-04-01 · 40 added, 52 removed, 171 unchanged (35% of the section changed)

4 unchanged sentences

Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s principal executive and principal financial officers concluded as of December 31, 2023 that its disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in its internal control over financial reporting discussed below.

Based on this evaluation, the Company’s principal executive and principal financial officers concluded as of December 31, 2024 that, based upon the ongoing ineffectiveness of its IT general controls, its disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in its internal control over financial reporting discussed below.

(b) Management's Report on Internal Control Over Financial Reporting.

10 unchanged sentences

A material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We previously identified material weaknesses in our internal control over financial reporting that continue to exist as of December 31, 2023:

We previously identified material weaknesses in our internal control over financial reporting and based upon the continued IT general control ineffectiveness, we have been unable to assess for remediation as of December 31, 2024:

• Information Technology - Management did not design and maintain effective information technology (IT) general controls in the areas of user access, change management, segregation of duties, and cyber-security for systems supporting many of the Company's key financial reporting processes.

7 unchanged sentences

Accordingly, management has concluded that these control deficiencies constitute material weaknesses.

Management’s Plan to Remediate the Remaining Material Weakness

In response to the identified deficiencies that aggregated to the aforementioned material weaknesses, management, with oversight from the Company's Audit Committee, is in the process of developing and executing a detailed plan for remediation.

This plan includes engaging an external advisor to assist with enhancing, designing, and implementing general information technology controls, including user access provisioning, cyber-security, and segregation of duties.

Remediation Efforts and Management’s Plan to Remediate the Remaining Material Weakness

The aforementioned material weaknesses were first identified in 2021 and 2022 and while the Company has significantly improved its internal control over financial reporting, the material weaknesses remain un-remediated as of December 31, 2024 due to the continued IT general control ineffectiveness.

During the year ended December 31, 2024, management, with oversight from the Company's Audit Committee, continued executing a detailed plan for remediation which includes:

• Enhancing corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility and accountability as well as maintaining a sufficient number of qualified resources in key personnel areas over the performance and maintenance of the Company's control environment.

• Engaging an external advisor to assist with enhancing, designing, and implementing general information technology controls, including user access provisioning, cyber-security, and segregation of duties.

• Formalizing information technology policies and procedures to ensure that they are current and comprehensive and support the timely execution of information technology processes and control procedures.

• Enhancing review controls for inventory, revenue accounting, financial close processes and complex accounting to ensure accurate reporting and timely disclosures and ensuring evidence is appropriately retained.

• Improving and maintaining effective controls for communicating and sharing information between the operations, accounting, information technology, sales, finance and legal departments to ensure that the accounting department is consistently provided with complete and adequate support, documentation and information, and that matters are resolved in a timely and effective manner.

The Company's remediation efforts will continue throughout 2025.

As the Company continues to evaluate the control deficiencies that gave rise to the material weaknesses, the Company may determine additional remediation measures are necessary.

3 unchanged sentences

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.

Remediation of Previously Reported Material Weaknesses

Three material weaknesses reported in the prior year were remediated in 2023.

These material weaknesses were as follows:

• Entity Level Activitie s – Management did not maintain appropriately designed entity-level controls impacting the control environment and effective monitoring activities to prevent or detect potential material misstatements to the financial statements.

These deficiencies were attributed to:

◦ Management did not have an appropriate structure and assignment of responsibility, including an insufficient number of qualified resources due to significant turnover in key personnel leading to insufficient oversight and accountability over the performance of controls.

◦ Management had an insufficient evaluation and determination as to whether the components of internal control were present and functioning based upon evidence maintained for certain management review controls and activity level controls across a significant portion of the Company’s financial statement areas.

• Complex Accounting – Management did not appropriately design and implement management review controls at a sufficient level of precision around complex accounting areas including goodwill impairment and long-lived assets.

To respond to these material weaknesses, we have provided relevant training on internal controls over financial reporting to control owners and control preparers.

We have also engaged third-party consultants and advisors to assist us in designing and implementing controls necessary to remediate these material weaknesses, including thorough review and rationalization of our existing control and the completion of a robust risk assessment.

The new measures have been determined to have operated effectively for a sufficient period of time to conclude that the material weaknesses previously identified have been remediated as of December 31, 2023.

c) Changes in Internal Control over Financial Reporting

22 unchanged sentences

Further, the designation or identification of a person as an "audit committee financial expert" pursuant to Item 407(d) does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

Insider Trading Policy.

The Company has adopted the Ascent Insider Trading Policy that sets forth terms, conditions, timing, limitations, and prohibitions with respect to trading in the Company’s securities.

The Ascent Insider Trading Policy is included with this Annual Report as Exhibit 19.1.

Executive Compensation

13 unchanged sentences

Non-employee directors are paid an annual retainer of $115,000.

Each non-employee director appointed to serve as a chairperson of a standing board committee receives the following annual retainer:

Each non-employee director appointed to serve as a chairperson of a standing board committee receives the following annual retainer in addition to the board retainer:

Audit Committee:

1 unchanged sentence

Nominating and Corporate Governance Committee:

The committee chairperson retainer is in addition to the board retainer.

Each director has the opportunity to elect to receive 100% of the retainer in restricted stock with a minimum of $30,000 of the retainer in restricted stock.

47 unchanged sentences

10-K 001-05200 4.2 March 29, 2022

Amended and Restated Synalloy Corporation 2015 Stock Awards Plan**

10-Q 001-05200 10.2 August 9, 2021

2011 Long-Term Incentive Stock Option Plan**

2 unchanged sentences

DEF 14A 001-05200 A April 27, 2022

Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 5852-22, dated March 12, 2018, but effective January 6, 2018

10-K 000-19687 10.11 March 13, 2018

Agreement between Registrant's Bristol Metals, LLC subsidiary and the United Steelworkers of America Local 4586, dated August 1, 2019

10-K 000-19687 10.31 March 6, 2020

Agreement between Registrant’s Specialty Pipe & Tube, Inc.

subsidiary and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 1375-18, dated July 1, 2020

10-K 001-05200 10.9 March 9, 2021

Credit Agreement, dated as of January 15, 2021, between Registrant and BMO Harris Bank N.A.

2 unchanged sentences

10-Q 001-05200 10.1 November 9, 2021

Incorporated by Reference

Exhibit Number Exhibit Description

Form File No.

Exhibit Filing Date

Limited Consent, Second Amendment to Credit Agreement and Omnibus Amendment to Loan Documents with BMO Bank N.A.

1 unchanged sentence

8-K 001-05200 2.1 December 29, 2023

Limited Consent, Third Amendment to Credit Agreement with BMO Bank N.A.

dated as of November 6, 2024

8-K 001-05200 10.1 November 12, 2024

Offer Letter from the Company to J.

Bryan Kitchen dated February 10, 2024

8-K 001-05200 10.1 February 15, 2024

Offer Letter from the Company to Ryan Kavalauskas dated February 10, 2024

8-K 001-05200 10.2 February 15, 2024

Employment Agreement between Registrant and Christopher G.

Hutter dated October 26, 2020

8-K 001-05200 99.3 October 28, 2020

1 unchanged sentence

10-Q 001-05200 10.1 November 9, 2020

Transition Services Agreement between Specialty Pipe & Tube Operations LLC and Ascent Industries Co.

dated as of December 22, 2023

8-K 001-05200 2.1 December 29, 2023

Employee Leasing Transition Services Agreement between Specialty Pipe & Tube Operations LLC and Ascent Industries Co.

dated as of December 22, 2023

8-K 001-05200 2.1 December 29, 2023

Incorporated by Reference

Exhibit Number Exhibit Description

Form File No.

Exhibit Filing Date

Fourth Amended and Restated Master Lease Agreement, dated August 28, 2024, between Registrant and Store Master Funding XII, LLC

10-Q 001-05200 10.1 November 12, 2024

Insider Trading Policy

Subsidiaries of the Registrant

Consent of Moss Adams LLP, independent registered public accounting firm

Consent of BDO USA , P .C.

, independent registered public accounting firm

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer

9 unchanged sentences

101.DEF* XBRL Taxonomy Extension Definition Linkbase

Incorporated by Reference

Exhibit Number Exhibit Description

Form File No.

Exhibit Filing Date

104 Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101*)

7 unchanged sentences

Bryan Kitchen

President, Chief Executive Officer and Director

President and Chief Executive Officer

(principal executive officer)

April 1, 2024

March 4, 2025

/s/ Ryan Kavalauskas

2 unchanged sentences

(principal accounting and financial officer)

April 1, 2024

March 4, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

1 unchanged sentence

Benjamin Rosenzweig

Executive Chairman of the Board

April 1, 2024

Chairman of the Board

March 4, 2025

/s/ Christopher G.

Christopher G.

April 1, 2024

March 4, 2025

Mazzaferro, Jr.

April 1, 2024

March 4, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures