ASCENT INDUSTRIES CO. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Report of Independent Registered Public Accounting Firm ( Moss Adams, LLP ; Irvine, CA ; PCAOB ID: 659 ) 25 Consolidated Balance Sheets as of December 31, 2024 and 2023 27 Consolidated Statements of Income (Loss) for the years ended December 31, 2024 and 2023 28 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 29 Consolidated Statements of Shareholders' Equity for the years ended December 31, 2024 and 2023 30 Notes to Consolidated Financial Statements 31 Note 1: Summary of Significant Accounting Policies 31 Note 2: Discontinued Operations 37 Note 3: Revenue Recognition 39 Note 4: Fair Value of Financial Instruments 39 Note 5: Property, Plant and Equipment 41 Note 6: Debt 41 Note 7: Leases 42 Note 8: Accrued Expenses & Other Current Liabilities 44 Note 9: Shareholders' Equity 44 Note 10: Accounting for Share-Based Payments 45 Note 11: Income Taxes 48 Note 12: Earnings Per Share 48 Note 13: Industry Segments 50 Note 14: Benefit Plans and Collective Bargaining Agreements 52 Note 15: Commitments and Contingencies 52 Note 16: Subsequent Events 52 24 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Ascent Industries Co. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Ascent Industries Co. (and subsidiaries) (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income (loss), shareholders’ equity, and cash flows for the years then ended, and the related notes and schedule (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A material weakness 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. The following material weaknesses have been identified and included in management’s assessment in Item 9A: • 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. As a result, IT application controls and business process controls that are dependent on the ineffective IT general controls, or that rely on data produced 25 Table of Contents from systems impacted by the ineffective IT general controls, are also deemed ineffective, which affects substantially all financial statement account balances and disclosures within the Company. • Inventory - Management did not design and maintain effective controls over inventory. • Revenue recognition – Management did not design and maintain effective controls over revenue and accounts receivable. • Period-end financial reporting, journal entries, reconciliations, and account analyses - Management did not design and maintain effective controls to detect potential material misstatements to period-end financial statements through review of account reconciliations and account analyses on a timely basis. Additionally, management did not design and maintain effective controls over the review of journal entries. • Complex Accounting - Management did not design and maintain management review controls at a sufficient level of precision around complex accounting areas such as income taxes. We considered the material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2024, and our opinion on such consolidated financial statements was not affected. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Moss Adams LLP Irvine, California March 4, 2025 We have served as the Company's auditor since 2023. 26 Ascent Industries Co. Consolidated Balance Sheets As of December 31, 2024 and 2023 (in thousands, except par value and share data) 2024 2023 Assets Current assets: Cash and cash equivalents $ 16,108 $ 1,851 Accounts receivable, net 23,880 26,604 Inventories Raw materials 12,119 21,020 Work-in-process 12,689 13,711 Finished goods 16,154 17,575 Total inventories 40,962 52,306 Prepaid expenses and other current assets 2,075 4,879 Assets held for sale — 2,912 Current assets of discontinued operations 46 861 Total current assets 83,071 89,413 Property, plant and equipment, net 25,462 29,755 Right-of-use assets, operating leases, net 28,225 27,784 Intangible assets, net 7,009 8,496 Deferred income taxes — 5,808 Deferred charges, net 309 104 Other non-current assets 3,174 1,935 Total assets $ 147,250 $ 163,295 Liabilities and Shareholders' equity Current liabilities: Accounts payable $ 13,072 $ 16,416 Accrued expenses and other current liabilities 5,042 5,046 Deferred revenue 1,360 62 Current portion of note payable 369 360 Current portion of operating lease liabilities 1,513 1,140 Current portion of finance lease liabilities 334 292 Current liabilities of discontinued operations 590 1,473 Total current liabilities 22,280 24,789 Long-term portion of operating lease liabilities 30,039 29,729 Long-term portion of finance lease liabilities 1,015 1,307 Deferred income taxes 320 — Other long-term liabilities 51 60 Total liabilities $ 53,705 $ 55,885 Commitments and contingencies – see Note 15 Shareholders' equity: Common stock - $ 1 par value: 24,000,000 shares authorized; 11,085,103 and 10,072,590 shares issued and outstanding, respectively $ 11,085 $ 11,085 Capital in excess of par value 47,339 47,333 Retained earnings 44,919 58,517 103,343 116,935 Less cost of common stock in treasury - 1,012,513 and 990,282 shares, respectively ( 9,798 ) ( 9,525 ) Total shareholders' equity 93,545 107,410 Total liabilities and shareholders' equity $ 147,250 $ 163,295 See accompanying notes to consolidated financial statements . 27 Ascent Industries Co. Consolidated Statements of Income (Loss) For the years ended December 31, 2024 and 2023 (in thousands, except per share data) 2024 2023 Net sales $ 177,872 $ 193,179 Cost of sales 155,758 191,653 Gross profit 22,114 1,526 Selling, general and administrative expense 26,586 26,712 Acquisition costs and other 691 855 Goodwill impairment — 11,389 Gain on lease modification ( 67 ) — Operating loss from continuing operations ( 5,096 ) ( 37,430 ) Other (income) and expense Interest expense 418 4,238 Other, net ( 448 ) ( 593 ) Loss from continuing operations before income taxes ( 5,066 ) ( 41,075 ) Income tax provision (benefit) 6,159 ( 6,924 ) Loss from continuing operations $ ( 11,225 ) $ ( 34,151 ) (Loss) income from discontinued operations, net of tax ( 2,373 ) 7,522 Net loss $ ( 13,598 ) $ ( 26,629 ) Net loss per common share from continuing operations Basic $ ( 1.11 ) $ ( 3.37 ) Diluted $ ( 1.11 ) $ ( 3.37 ) Net (loss) income per common share from discontinued operations Basic $ ( 0.23 ) $ 0.74 Diluted $ ( 0.23 ) $ 0.74 Net loss per common share Basic $ ( 1.34 ) $ ( 2.63 ) Diluted $ ( 1.34 ) $ ( 2.63 ) Weighted average number of common shares outstanding: Basic 10,106 10,140 Diluted 10,106 10,140 See accompanying notes to consolidated financial statements . 28 Ascent Industries Co. Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023 (in thousands) 2024 2023 Cash flows from operating activities: Net loss $ ( 13,598 ) $ ( 26,629 ) (Loss) income from discontinued operations, net of tax ( 2,373 ) 7,522 Net loss from continuing operations ( 11,225 ) ( 34,151 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense 5,936 6,161 Amortization expense 1,488 1,505 Amortization of debt issuance costs 105 99 Goodwill impairment — 11,389 Deferred income taxes 6,159 ( 6,924 ) Reduction of losses on accounts receivable ( 118 ) ( 180 ) Loss on disposal of property, plant and equipment 517 246 Non-cash lease expense 198 242 Share-based compensation expense 767 1,023 Changes in operating assets and liabilities: Accounts receivable 2,842 6,778 Inventories 11,344 15,563 Other assets and liabilities 1,187 515 Accounts payable ( 3,612 ) 1,650 Accrued expenses ( 66 ) ( 401 ) Accrued income taxes 1,485 3,129 Net cash provided by operating activities - continuing operations 17,007 6,644 Net cash (used in) provided by operating activities - discontinued operations ( 2,326 ) 16,434 Net cash provided by operating activities 14,681 23,078 Cash flows from investing activities: Purchases of property, plant and equipment ( 1,892 ) ( 2,885 ) Net cash used in investing activities - continuing operations ( 1,892 ) ( 2,885 ) Net cash provided by investing activities - discontinued operations 2,797 53,386 Net cash provided by investing activities 905 50,501 Cash flows from financing activities: Borrowings from credit facilities 197,898 256,606 Proceeds from note payable 914 900 Payments on credit facilities ( 197,898 ) ( 328,155 ) Payments on note payable ( 906 ) ( 928 ) Principal payments on finance lease obligations ( 300 ) ( 305 ) Repurchase of common stock ( 1,037 ) ( 1,287 ) Net cash used in financing activities ( 1,329 ) ( 73,169 ) Increase (decrease) in cash and cash equivalents 14,257 410 Cash and cash equivalents, beginning of period 1,851 1,441 Cash and cash equivalents, end of period $ 16,108 $ 1,851 Supplemental Disclosure of Cash Flow Information Cash paid for: Interest $ 277 $ 4,175 Income taxes — 864 Noncash Investing Activities: Capital expenditures, not yet paid $ 267 $ 653 See accompanying notes to consolidated financial statements. 29 Ascent Industries Co. Consolidated Statements of Shareholders' Equity For the years ended December 31, 2024 and 2023 (in thousands, except share and per share data) Common Stock Treasury Stock Shares Amount Capital in Excess of Par Value Retained Earnings Shares Amount Total Balance December 31, 2022 11,085 $ 11,085 $ 47,021 $ 85,146 924 $ ( 8,993 ) $ 134,259 Net loss — — — ( 26,629 ) — — ( 26,629 ) Issuance of 77,330 shares of common stock from treasury — — ( 751 ) — ( 77 ) 751 — Share-based compensation — — 1,063 — — — 1,063 Repurchase of 143,108 shares of common stock — — — — 143 ( 1,283 ) ( 1,283 ) Balance December 31, 2023 11,085 $ 11,085 $ 47,333 $ 58,517 990 $ ( 9,525 ) $ 107,410 Net loss — — — ( 13,598 ) — — ( 13,598 ) Issuance of 79,032 shares of common stock from treasury — — ( 761 ) — ( 79 ) 761 — Share-based compensation — — 767 — — — 767 Repurchase of 101,263 shares of common stock — — — — 101 ( 1,034 ) ( 1,034 ) Balance December 31, 2024 11,085 $ 11,085 $ 47,339 $ 44,919 1,012 $ ( 9,798 ) $ 93,545 See accompanying notes to consolidated financial statements. 30 Ascent Industries Co. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Note 1: Summary of Significant Accounting Policies 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. 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. 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 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. Below are those accounting policies considered by the Company to be significant. Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Intercompany transactions and balances have been eliminated. Use of Estimates - The preparation of the Company's financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment; intangible assets; the fair value of assets or liabilities acquired in a business combination; valuation allowances for receivables, inventories and deferred income tax assets and liabilities; environmental liabilities; liabilities for potential tax deficiencies; and, potential litigation claims and settlements. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying value of assets and liabilities that are readily available from other sources. Actual results may differ from these estimates. Reclassifications - Certain prior period amounts have been reclassified to conform to current period presentation, including deferred revenue and accrued expenses on the consolidated balance sheets and provision for inventory losses on the statement of cash flows. Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash levels in bank accounts that, at times, may exceed federally-insured limits. Accounts Receivable - Accounts receivable from the sale of products are recorded at net realizable value and the Company generally grants credit to customers on an unsecured basis. Substantially all of the Company's accounts receivable are due from companies located throughout the United States. The Company provides an allowance for credit losses for expected uncollectible amounts. The allowance is based upon an analysis of accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivables balances, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. Receivables are generally due within 30 to 60 days. Delinquent receivables are written off based on individual credit evaluations and specific circumstances of the customer. The opening and closing balances of our accounts receivables from continuing operations are as follows (in thousands): (in thousands) January 1, 2023 December 31, 2023 December 31, 2024 Accounts receivables, net $ 33,202 $ 26,604 $ 23,880 31 Ascent Industries Co. Notes to Consolidated Financial Statements Activity in the allowance for credit losses from continuing operations were as follows: (in thousands) 2024 2023 Balance at beginning of period $ 463 $ 643 Current period provision for expected credit losses 473 953 Deductions from allowance ( 591 ) ( 1,133 ) Balance at end of period $ 345 $ 463 Inventories - Inventories are stated at the lower of cost or net realizable value ("LCNRV"). 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. This would indicate that an adjustment would be required. An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical price, is greater than the current selling price of that product. LCNRV adjustments of $ 0.5 million and $ 0.6 million were required by our Specialty Chemicals segment during the years ended December 31, 2024 and 2023, respectively. Stainless steel, both in its raw material (coil or plate) or finished goods (pipe and tube) state is purchased/sold using a base price plus an additional surcharge which is dependent on current nickel prices. As raw materials are purchased, it is priced to the Company based upon the surcharge at that date. Approximately three months later, the current nickel surcharge is used to determine the proper selling price of the finished pipe for the customer. An LCNRV adjustment is recorded when the Company's inventory cost, based upon a historical nickel price, is greater than the current selling price of that product due to a reduction in the nickel surcharge. LCNRV adjustments of $ 0.5 million and $ 0.6 million were required by our Tubular Products segment's continuing operations during the years ended December 31, 2024 and 2023, respectively. In addition, the Company establishes inventory reserves for: • Estimated obsolete or unmarketable inventory - The Company identifies 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. 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. The Company reserved $ 5.5 million and $ 5.6 million for continuing operations as of December 31, 2024 and 2023, respectively. • Estimated quantity losses - The Company performs an annual physical count of inventory during the fourth quarter each year for all facilities. A reserve is established for the potential quantity losses that could occur subsequent to their physical inventory. This reserve is based upon the most recent physical inventory results. The Company had $ 0.3 million and $ 0.5 million reserved for physical inventory quantity losses for continuing operations as of December 31, 2024 and 2023, respectively. Property, Plant and Equipment - Property, plant and equipment are stated at cost. Depreciation is determined based on the straight-line method over the estimated useful life of the assets. Substantially all depreciation is recorded within cost of goods sold on the consolidated statements of income (loss). Leasehold improvements are depreciated over the shorter of their useful lives or the remaining non-cancellable lease term, buildings are depreciated over a range of 10 years to 40 years, and machinery, fixtures and equipment are depreciated over a range of three years to 20 years. The costs of software licenses are amortized over five years using the straight-line method. The Company continually reviews the recoverability of the carrying value of long-lived assets. The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. When the future undiscounted cash flows of the operation to which the assets relate do not exceed the carrying value of the asset, the assets are written down to fair value. Business Combinations - Business combinations are accounted for using the acquisition method of accounting. 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. 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. Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less fair value of liabilities assumed, in a business combination. The Company reviews goodwill for impairment at the reporting unit level, 32 Ascent Industries Co. Notes to Consolidated Financial Statements which is the operating segment level or one level below the operating segment level. Goodwill is not amortized but is evaluated for impairment at least annually on October 1 or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed. The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill. Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, based on discounted future cash flows, and a market approach, based on market multiples applied to free cash flow. If the fair value exceeds the carrying value, then no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any impairment identified is included within "goodwill impairment" in the consolidated statements of income (loss). A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. The company had no goodwill as of December 31, 2024 and 2023, respectively. The changes in the carrying amount of goodwill for the years ended December 31, 2023 were as follows: (in thousands) Specialty Chemicals Balance December 31, 2022 $ 11,389 Goodwill Impairment ( 11,389 ) Balance December 31, 2023 — During the third quarter of 2023, the Company determined potential indicators of impairment within the Specialty Chemicals reporting unit, with an associated goodwill balance of $ 11.4 million existed. 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. 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. The discounted cash flow analysis included management assumptions for expected sales growth, capital expenditures and overall operational forecasts while the market multiple analysis included historical and projected performance, market capitalization, volatility and multiples for industry peers. Determining the fair value of the reporting unit and allocation of that fair value to individual assets and liabilities within the reporting unit to determine the implied fair value of the goodwill is judgmental in nature and requires the use of significant management estimates and assumptions. Any changes in the judgments, estimates, or assumptions could produce significantly different results. As a result of the goodwill impairment evaluation, it was concluded that the estimated fair value of the Specialty Chemicals reporting unit was below its carrying value by 27.6 % resulting in a goodwill impairment charge of $ 11.4 million for the year ended December 31, 2023. Intangible Assets - Intangible assets consists of customer relationships, trademarks and trade names, and represents the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful lives using either an accelerated or straight-line method over a period of 15 years. Amortization expense is recorded in selling, general and administrative expense on the consolidated statements of income (loss). The gross carrying amount and accumulated amortization of intangible assets from continuing operations consist of the following: 2024 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangible assets: Customer related $ 14,604 $ ( 8,107 ) $ 14,604 $ ( 6,685 ) Trademarks and trade names 150 ( 32 ) 150 ( 17 ) Other 500 ( 106 ) 500 ( 56 ) Total definite-lived intangible assets $ 15,254 $ ( 8,245 ) $ 15,254 $ ( 6,758 ) 33 Ascent Industries Co. Notes to Consolidated Financial Statements The Company recorded amortization expense related to intangible assets from continuing operations of $ 1.5 million for 2024 and 2023, respectively. Estimated amortization expense for the next five fiscal years based on existing intangible assets is as follows: (in thousands) 2025 $ 1,324 2026 1,102 2027 930 2028 786 2029 673 Thereafter 2,194 Total $ 7,009 Deferred Charges - Deferred charges represent debt issuance costs and are amortized over their estimated useful lives using the straight-line method over a period of four years and is recorded in interest expense on the consolidated statements of income (loss). In the fourth quarter of 2024, the Company capitalized $ 0.3 million of debt issuance costs related to is Credit Facility Amendment with BMO Bank N.A. Debt issuance costs remaining related to the Company's previous credit agreement were expensed in the fourth quarter of 2024. See Note 6 for additional information on the Company's credit facilities. Deferred charges totaled $ 0.3 million and $ 0.4 million as of December 31, 2024 and 2023, respectively. Accumulated amortization of deferred charges as of December 31, 2024 and 2023 totaled less than $ 0.1 million and $ 0.3 million, respectively. The Company recorded amortization expense related to deferred charges of $ 0.1 million for 2024 and 2023. Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value. Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-sale criteria are classified as long-lived assets held-for-sale. An impairment loss is recorded for long-lived assets held-for-sale when the carrying amount of the asset exceeds its fair value less cost to sell. A long-lived asset is not depreciated while its classified as held-for-sale. For long-lived assets to be abandoned, the Company considers the asset to be disposed of when it ceases to be used. Until it ceases to be used, the Company continues to classify the asset as held-for-use and test for potential impairment accordingly. If the Company commits to a plan to abandon a long-lived asset before the end of its previously estimated useful life, its depreciable life is re-evaluated. Gains and losses on the disposal of assets are recorded as the difference between the net proceeds received, if any, and net carrying values of the assets disposed and are included in loss on disposal of assets and adjustments to assets held for sale, net in the consolidated statements of income (loss). Fair value measurements associated with long-lived asset impairments are included in Note 4 of the notes to the consolidated financial statements. Assets Held for Sale - The Company classifies long-lived assets or disposal groups as held for sale in the period when all of the following conditions have been met: • the Board of Directors have approved and committed to a plan to sell the assets or disposal group; • the asset or disposal group is available for immediate sale in its present condition; • an active program to locate a buyer and other actions required to complete the sale have been initiated; 34 Ascent Industries Co. Notes to Consolidated Financial Statements • the sale of the asset or disposal group is probable and expected to be completed within one year; • the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and, • it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell and recognize any loss in the period in which the held for sale criteria are met. Gains are not recognized until the date of sale. We cease depreciation and amortization of a long-lived asset, or assets within a disposal group, upon their designation as held for sale and subsequently assess fair value less any costs to sell at each reporting period until the asset or disposal group is no longer classified as held for sale. See Note 4 for discussion on the Company's assets held for sale. Discontinued Operations - The Company accounts for and classifies a business as a discontinued operation when the following criteria are met: the disposal group is a component of an entity, the component of the entity meets the held for sale criteria in accordance with our policy described above and the component of the entity represents a strategic shift in the entity's operating and financial results. See Note 2 for discussion on the Company's discontinued operations. Leases - The Company determines whether an arrangement is a lease at contract inception. For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the consolidated balance sheets equal to the present value of the fixed lease payments over the lease term. Lease liabilities represent an obligation to make lease payments arising from a lease while right-of-use assets represent a right to use an underlying asset during the lease term. The Company does not separate lease and non-lease components for its underlying assets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, the Company's leases generally do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company's estimated incremental borrowing rate is utilized, determined on a fully collateralized and fully amortizing basis, to discount lease payments based on information available at lease commencement. The Company determines the appropriate incremental borrowing rate by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. Lease costs are recognized on a straight-line basis over the lease term. Right-of-use assets and operating lease liabilities are remeasured upon certain modifications to leases using the present value of the remaining lease payments and estimated incremental borrowing rate upon lease modification. The difference between the remeasured right-of-use asset and the operating lease liabilities are recognized as a gain or loss within operating expenses. The Company reviews any changes to its lease agreements for potential modifications and/or indicators of impairment of the respective right-of-use asset. Operating leases are included in right-of-use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities on the accompanying consolidated balance sheets. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and long-term portion of finance lease liabilities. See Note 7 for additional information on the Company's leases. The Company subleases portions of certain properties that are not used in its operations. Sublease income was $ 0.4 million for 2024 and 2023, respectively. Deferred Revenue – Deferred revenue includes advance payments and deposits from customers prior to the completion of a performance obligation. Deferred revenue is classified as current based on our production cycle and reported on a sales order-by-sales order basis, net of revenue recognized, at the end of each reporting period. As of December 31, 2024 , the Company's deferred revenue balance was $ 1.4 million. Deferred revenue activity from continuing operations were as follows: (in thousands) 2024 2023 Balance at beginning of period $ 62 $ 98 Current period advances from customers 2,303 1,395 Revenue recognized due to fulfillment of performance obligations ( 1,005 ) ( 1,431 ) Balance at end of period $ 1,360 $ 62 35 Ascent Industries Co. Notes to Consolidated Financial Statements Revenue Recognition - Revenues are recognized when control of the promised goods or services is transferred to our customers upon shipment, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time. For certain contracts under which the Company produces product with no alternative use and for which the Company has an enforceable right to payment during the production cycle, product in which the material is customer owned or in which the customer simultaneously consumes the benefits throughout the production cycle, progress toward satisfying the performance obligation is measured using an output method of units produced. Certain customer arrangements consist of bill-and-hold characteristics under which transfer of control has been met (including the passing of title and significant risk and reward of ownership to the customers). Therefore, the customers can direct the use of the bill-and-hold inventory while we retain physical possession of the product until it is shipped to a customer at a point in time in the future. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue for each performance obligation is based on its standalone selling price and revenue is recognized as each performance obligation is satisfied. The Company generally determines standalone selling prices based on the prices charged to customers using the adjusted market assessment approach or expected cost plus margin. Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. See Note 3 for additional information on the Company's revenue. Shipping Costs - Shipping costs are treated as fulfillment activities at the time control and title of the promised good and services rendered are transferred to the customer. Shipping costs from continuing operations of approximately $ 3.7 million and $ 3.4 million in 2024 and 2023, respectively, are recorded in cost of goods sold on the consolidated statements of income (loss). Share-Based Compensation - Share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statements of income (loss) as compensation expense (based on their estimated fair values at grant date) generally over the vesting period of the awards using the straight-line method. Any forfeitures of share-based awards are recorded as they occur. See Note 10 for additional information on the Company's accounting for share-based payments. Income Taxes - Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing accounts and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates. 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. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. Additionally, the Company maintains reserves for uncertain tax provisions, if necessary. See Note 11 for additional information on the Company's income taxes. Earnings Per Share - Earnings per share of common stock are computed based on the weighted average number of basic and diluted shares outstanding during each period. See Note 12 for additional information on the Company's earnings per share. Concentrations of Credit Risk - Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits and trade accounts receivable. The Company monitors the financial institutions where it invests its cash and cash equivalents as well as performs credit reviews of potential customers when extending credit to purchase and periodic reviews of existing customers to mitigate exposure and risk. 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. The Tubular Products segment has one customer that accounted for approximately 18 % and 17 % of the segment's revenues for 2024 and 2023. Accounting Pronouncements Recently Adopted - In December 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The adoption of this standard by the Company did not have a material effect on the consolidated financial statements or footnote disclosures. 36 Ascent Industries Co. Notes to Consolidated Financial Statements Accounting Pronouncements Not Yet Adopted - In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments also require that all entities disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and footnote disclosures. In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures . The ASU requires updated disclosures, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion, and amortization recognized as part of oil and gas producing activities included in relevant expense captions. The amendments also require disclosure of qualitative descriptions of amounts remaining in relevant expense captions that are not separately disaggregated and to disclose the total amount of selling expenses as well as the entity's definition of selling expenses. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2027, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and footnote disclosures Recent accounting pronouncements pending adoption not discussed in this Form 10-K are either not applicable to the Company or are not expected to have a material impact on the Company. Note 2: Discontinued Operations 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. The strategic decision to cease manufacturing operations at Munhall 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. As a result of this decision, during the second quarter of 2023, the Company incurred asset impairment charges of $ 6.4 million related to the write down of inventory and long-lived assets as well as $ 1.4 million in increased reserves on accounts receivable at the facility. During the third quarter of 2023, the Company incurred additional asset impairment charges of $ 2.4 million related to the write down of inventory to net realizable value. During the first quarter of 2024, the Company incurred additional asset impairment charges of $ 1.1 million related to the write down of the remaining long-lived assets at the facility. During the third quarter of 2024, the Company entered into a purchase agreement to sell the remaining assets at the Munhall facility for approximately $ 2.8 million. The Company recognized a $ 1.5 million gain on the sale in the third quarter of 2024. See Note 4 for further discussion of the assets held for sale and related fair value measurements. The results of operations for Munhall have been classified as discontinued operations for all periods presented. In May of 2023, the Company was named as a defendant in a lawsuit filed in the U.S. District Court for the Western District of Pennsylvania, asserting various claims for breach of contracts resulting in losses to the plaintiff and seeking damages in the amount of $ 0.8 million plus prejudgment interest and attorney's fees. The Company had an estimated liability of $ 1.0 million related to the lawsuit as of December 31, 2023. In August of 2024, the Company resolved the case through a settlement agreement and no longer has funds reserved for the matter. In August of 2023, the Company was named as a defendant in a lawsuit filed with the Court of Common Pleas for Delaware County, Ohio, asserting various claims for breach of contracts resulting in losses to the plaintiff and seeking damages in the amount of $ 0.7 million plus prejudgment interest and attorney's fees. In December 2024, the Company entered into mediation with the plaintiff subject to negotiation of a mutually agreeable settlement. As such, the Company recorded an estimated liability of $ 0.4 million related to the lawsuit as of December 31, 2024. 37 Ascent Industries Co. Notes to Consolidated Financial Statements 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. The consideration for the transaction was approximately $ 55 million of cash proceeds subject to certain closing adjustments. The transaction closed on December 22, 2023. 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 agreed to provide certain transition services and to lease certain employees to Purchaser immediately after the closing for certain agreed upon transition periods. The TSA and the ELA were both completed as of June 30, 2024. As a 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. The following table presents the aggregate carrying amounts of the classes of assets and liabilities of the Company's discontinued operations: (in thousands) December 31, 2024 December 31, 2023 Carrying amounts of assets included as part of discontinued operations: Accounts receivable, net — 778 Prepaid expenses and other current assets 46 83 Current assets classified as discontinued operations 46 861 Total assets classified as discontinued operations $ 46 $ 861 Carrying amounts of current liabilities included as part of discontinued operations: Accounts payable $ 16 $ 107 Accrued expenses and other current liabilities 575 1,366 Total current liabilities classified as discontinued operations $ 591 $ 1,473 Total liabilities classified as discontinued operations $ 591 $ 1,473 The financial results of the Company's discontinued operations are presented as income from discontinued operations, net of tax on the consolidated statements of income (loss). The following table summarizes the results of the Company's discontinued operations: (Unaudited) Three months ended December 31, Year Ended December 31, (in thousands) 2024 2023 2024 2023 Net sales $ — $ 7,214 $ 290 $ 64,760 Cost of sales 459 8,115 2,524 64,507 Gross profit ( 459 ) ( 901 ) ( 2,234 ) 253 Selling, general and administrative expense 415 1,261 198 7,587 Acquisition costs and other 242 355 366 568 Gain on sale of assets — ( 26,348 ) ( 1,541 ) ( 26,348 ) Asset impairments — — 1,115 8,720 Operating (loss) income of discontinued operations ( 1,116 ) 23,831 ( 2,372 ) 9,726 Loss on classification as held for sale — — — 83 (Loss) income from discontinued operations before income taxes ( 1,116 ) 23,831 ( 2,372 ) 9,643 Income tax (benefit) provision ( 5 ) 5,157 1 2,121 Net (loss) income from discontinued operations $ ( 1,111 ) $ 18,674 $ ( 2,373 ) $ 7,522 38 Ascent Industries Co. Notes to Consolidated Financial Statements Note 3: Revenue Recognition Revenue is generated primarily from contracts to produce, ship and deliver steel and specialty chemical products. The Company’s performance obligations are satisfied and revenue is recognized when control and title of the contract promised goods or services is transferred to our cus tomers for product shipped or services rendered. Sales tax and other taxes we collect with revenue-producing activities are excluded from revenue. Shipping costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and are expensed when incurred. Because customers are invoiced at the time title transfers and the Company’s right to consideration is unconditional at that time, the Company does not maintain contract asset balances . Deferred revenues are recorded when cash payments are received in advance of satisfying the performance obligation, including amounts which are refundable. As of December 31, 2024 , the Company's deferred revenue balance was $ 1.4 million. See Note 1 for additional information of the Company's deferred revenue. The Company offers industry standard payment terms. The following table presents the Company's revenues, disaggregated by product group from continuing operations: (in thousands) 2024 2023 Fiberglass and steel liquid storage tanks and separation equipment $ — $ 50 Stainless steel pipe and tube 97,108 109,513 Specialty chemicals 80,764 83,616 Net sales $ 177,872 $ 193,179 The Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time or over-time. Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. The following table represents the Company's revenue recognized at a point- in-time and over-time. (in thousands) 2024 2023 Point-in-time $ 155,549 $ 175,280 Over-time $ 22,323 $ 17,899 Note 4: Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, we use a three-tier valuation hierarchy based upon observable and non-observable inputs: Level 1 - Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: • Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in non-active markets; • Inputs other than quoted prices that are observable for the asset or liability; and • Inputs that are derived principally from or corroborated by other observable market data. Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using model-based techniques, including option pricing models, discounted cash flow models, probability weighted models, and Monte Carlo simulations. The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, earn-out liabilities, revolving line of credit, and long-term debt. 39 Ascent Industries Co. Notes to Consolidated Financial Statements Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis For the fiscal year ended December 31, 2024 and 2023, the Company's only significant measurements of assets and liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain long-lived assets, certain assets held for sale and goodwill (see Note 1 to the consolidated financial statements for additional information regarding this Level 3 fair value measurement). Long-lived assets The Company reviews the carrying amounts of long-lived assets whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company assesses performance quarterly against historical patterns, projections of future profitability, and whether it is more likely than not that the assets will be disposed of significantly prior to the end of their estimated useful life for evidence of possible impairment. An impairment loss is recognized when the carrying amount of the asset (disposal) group is not recoverable and exceeds fair value. The Company estimates the fair values of assets subject to long-lived asset impairment based on the Company's own judgments about the assumptions market participants would use in pricing the assets and observable market data, when available. During the second quarter of 2023, the Board of Directors of the Company made the decision to permanently cease operations at the Munhall facility. The Company ceased operations effective August 31, 2023. As a result of this decision, it was determined to be more likely than not that the assets of Munhall would be sold or otherwise disposed of significantly before the end of their previously estimated useful lives, and therefore, experienced a triggering event and were evaluated for recoverability. Based on this evaluation, inventory at Munhall was written down to its net realizable value of $ 16.0 million and certain long-lived assets, including intangible assets, were written down to their estimated fair value of $ 2.6 million, resulting in asset impairment charges of $ 6.4 million in the second quarter of 2023. During the third quarter of 2023, the remaining inventory at Munhall was written down to its net realizable value of $ 4.0 million resulting in asset impairment charges of $ 2.4 million in the third quarter of 2023. During the first quarter of 2024, the Company incurred additional asset impairment charges of $ 1.1 million related to the write down of the remaining long-lived assets at the facility. See Note 2 for further information on the Company's discontinued operations. Assets Held-for-Sale During the third quarter of 2024, the Company entered into a purchase agreement to sell the remaining assets at the Munhall facility for approximately $ 2.8 million. The Company recognized a $ 1.5 million gain on the sale in the third quarter of 2024. The Company remains obligated under the terms of the Master Lease for the rent and other costs that may be associated with the lease of the Munhall facility through 2036. The Company's assets classified as held for sale as are as follows: (in thousands) December 31, 2024 December 31, 2023 Property, plant and equipment, net — 2,374 Other assets, net — 538 Assets held for sale $ — $ 2,912 Fair Value of Financial Instruments The fair values of cash and cash equivalents, accounts receivable, accounts payable and the Company's note payable approximated their carrying value because of the short-term nature of these instruments. The Company's revolving line of credit and long-term debt, which is based on a variable interest rate, are also reflected in the financial statements at carrying value which approximates fair value as of December 31, 2024. The carrying amount of cash and cash equivalents are considered Level 1 measurements. The carrying amounts of accounts receivable, accounts payable, note payable, revolving line of credit and long-term debt are considered Level 2 measurements. See Note 6 for further information on the Company's debt. 40 Ascent Industries Co. Notes to Consolidated Financial Statements Note 5: Property, Plant and Equipment Property, plant and equipment consist of the following: (in thousands) 2024 2023 Land $ 668 $ 723 Leasehold improvements 2,990 3,079 Buildings 1,531 1,534 Machinery, fixtures and equipment 92,265 93,758 Construction-in-progress 1,508 1,330 98,962 100,424 Less accumulated depreciation and amortization ( 73,500 ) ( 70,669 ) Property, plant and equipment, net $ 25,462 $ 29,755 The following table sets forth depreciation expense related to property, plant and equipment: (in thousands) 2024 2023 Cost of sales $ 5,676 $ 5,918 Selling, general and administrative 260 243 Total depreciation $ 5,936 $ 6,161 Note 6: Debt Short-term debt On June 21, 2024, the Company entered into a note payable in the amount of $ 0.9 million with an interest rate of 3.70 % maturing April 1, 2025. The agreement is 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. Credit Facilities 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 Credit Facility Amendment reduced the maximum revolving loan commitment under the credit facility from $ 80 million to $ 60 million and extended the term of the credit facility through December 31, 2027. 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. We have pledged all of our accounts receivable, inventory, and certain machinery and equipment as collateral for the Credit Agreement. Availability under the Credit Agreement is subject to the amount of eligible collateral as determined by the lenders' borrowing base calculations. Amounts outstanding under the revolving line of credit currently bear interest at (a) the Base Rate (as defined in the Credit Agreement) plus 0.75 %, or (b) SOFR plus 1.75 %. The Credit Agreement also provides an unused commitment fee based on the daily used portion of the credit facility. Pursuant to the Credit Facility Amendment, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. The Credit Facility Amendment 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. The borrowing capacity under the amended credit facility totals $ 60.0 million consisting of a $ 60.0 million revolving line of credit which includes a $ 7.6 million machinery and equipment sub-limit. The revolving line of credit interest rate was 0.35 % and 6.20 % as of December 31, 2024 and 2023, respectively. The interest rate in 2024 consisted solely of the Company's unused commitment fee under the Credit Facility Amendment. The Company 41 Ascent Industries Co. Notes to Consolidated Financial Statements had no average borrowings under the revolving line of credit during 2024. The Company had $ 55.6 million of average borrowings under the revolving line of credit with a weighted average interest rate of 7.22 % in 2023. The Company made interest payments on all credit facilities of $ 0.3 million and 4.0 million in 2024 and 2023, respectively. As of December 31, 2024, the Company has no principal payments outstanding on long-term debt. As of December 31, 2024, the Company had $ 47.4 million of remaining availability under it credit facility. Note 7: Leases The Company's portfolio of leases contains both finance and operating leases that relate to real estate and manufacturing equipment. 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. During the third quarter of 2024, the Company and Store closed on a transaction pursuant to which Store sold to a third party approximately 20,200 square feet of warehouse space located at Ascent’s facility in Cleveland, Tennessee. As a result of the sale, the Company and Store entered into a Fourth Amended and Restated Master Lease Agreement (the “Fourth Master Lease”) to reduce the Company's rent at the Cleveland facility pursuant to the terms and conditions of the Third Amended and Restated Master Lease Agreement between the parties dated September 10, 2020. The Fourth Master Lease was determined to be a lease modification that qualified for a remeasurement of the existing lease and not a separate contract. Upon modification of the Fourth Master Lease, the right-of-use asset and operating lease liability were remeasured using an incremental borrowing rate determined on the date of modification. As such, the Company recognized an increase in the right-of-use asset and operating lease liability related to the Fourth Master Lease of $ 1.3 million and recognized a gain on the modification of $ 0.1 million, which is reported within operating expenses on the consolidated statements of income (loss). As of December 31, 2024, operating lease liabilities related to the master lease agreement with Store Capital totaled $ 30.9 million, or 94 % of the total lease liabilities on the consolidated balance sheet. During the year ended December 31, 2024, the Company entered into new operating lease agreements resulting in an additional $ 0.5 million of right-of-use assets and lease liabilities. Balance Sheet Presentation Operating and finance lease amounts from continuing operations are as follows (in thousands): Year Ended December 31, Classification Financial Statement Line Item 2024 2023 Operating lease assets Right-of-use assets, operating leases $ 28,225 $ 27,784 Finance lease assets Property, plant and equipment, net 1,267 1,543 Current liabilities Current portion of lease liabilities, operating leases 1,513 1,140 Current liabilities Current portion of lease liabilities, finance leases 334 292 Non-current liabilities Non-current portion of lease liabilities, operating leases 30,039 29,729 Non-current liabilities Non-current portion of lease liabilities, finance leases $ 1,015 $ 1,307 42 Ascent Industries Co. Notes to Consolidated Financial Statements Total Lease Cost Individual components of the total lease cost incurred by the Company are as follows: Year Ended December 31, (in thousands) 2024 2023 Operating lease cost 1 $ 3,945 $ 3,945 Finance lease cost: Reduction in carrying amount of right-of-use assets 322 334 Interest on finance lease liabilities 86 85 Sublease income ( 419 ) ( 394 ) Total lease cost $ 3,934 $ 3,970 1 Includes short term leases, which are immaterial Reduction in carrying amounts of right-of-use assets held under finance leases is included in depreciation expense. Minimum rental payments under operating leases are recognized on a straight-line method over the term of the lease including any periods of free rent and are included in selling, general, and administrative expense on the consolidated statements of income (loss). Maturity of Leases The amounts of undiscounted future minimum lease payments under leases as of December 31, 2024 are as follows: (in thousands) Operating Finance 2025 $ 3,698 $ 403 2026 3,750 361 2027 3,825 361 2028 3,903 303 2029 3,971 85 Thereafter 27,966 — Total undiscounted minimum future lease payments 47,113 1,513 Imputed Interest ( 15,561 ) ( 164 ) Total lease liabilities $ 31,552 $ 1,349 Lease Term and Discount Rate Year Ended December 31, 2024 2023 Weighted-average discount rate Operating leases 7.17 % 8.33 % Finance leases 5.97 % 5.92 % Weighted-average remaining lease term Operating leases 11.61 years 12.67 years Finance leases 4.03 years 5.07 years Subleases During the second quarter of 2024, the Company entered into a sublease agreement with a third party to sublease the former Specialty Pipe and Tube, Inc. facilities in Mineral Ridge, Ohio and Houston, Texas. The sublease agreement continues through the remaining term of the Master Lease Agreement and will expire on September 30, 2036, unless terminated in accordance with the sublease agreement. The sublease provides for an annual base rent of approximately $ 0.1 million in the first year, which increases on an annual basis by 2.0 %. The sublessee is responsible for taxes and all operating expenses related to the subleased space 43 Ascent Industries Co. Notes to Consolidated Financial Statements The Company also currently subleases the former Palmer facility and records cash receipts related to the subleases in other expense (income) on the consolidated statements of income (loss). Sublease payments fully offset the amounts the Company incurs in the Master Lease related to sublet facilities. Future expected cash receipts from the Company's subleases as of December 31, 2024 are as follows: (in thousands) Sublease Receipts 2025 $ 582 2026 594 2027 606 2028 618 2029 631 Thereafter 4,598 Total sublease receipts $ 7,629 Note 8: Accrued Expenses & Other Current Liabilities Accrued expenses for continuing operations consist of the following: (in thousands) 2024 2023 Salaries, wages, and commissions $ 2,393 $ 1,706 Taxes, other than income taxes 540 359 Insurance 964 1,129 Professional fees 303 694 Warranty reserve 15 4 Benefit plans 292 427 Customer rebate liability 176 243 Other accrued items 359 484 Total accrued expenses $ 5,042 $ 5,046 Note 9: Shareholders' Equity Authorized shares of common stock were $ 24.0 million ($ 1.00 par value) at December 31, 2024 and 2023. Share Repurchase Program 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. 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 16 for additional information. The shares will be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. 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. 44 Ascent Industries Co. Notes to Consolidated Financial Statements 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 $ 1,037,346 $ 1,287,416 1 Includes broker fees incurred as part of repurchase transactions Dividends 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. In 2024 and 2023, no dividends were declared or paid by the Company. Note 10: Accounting for Share-Based Payments Overview of Share-Based Payment Plans The Company has a number of active and inactive equity incentive plans (the "Incentive Plans") under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. A total of 0.8 million shares have been authorized for grant to key employees and non-employee directors under the Company's currently active Incentive Plans. As of December 31, 2024, there were 0.5 million shares remaining available for grants under the currently active equity Incentive Plans. The Company recognized share-based compensation expense within SG&A expense on the consolidated statements of income (loss) of $ 0.8 million and $ 1.1 million in 2024 and 2023, respectively. Total unrecognized share-based payment expense for all share-based payment plans was $ 0.3 million at December 31, 2024, of which $ 0.2 million is expected to be recognized in 2025 and $ 0.1 million in 2026. This results in these amounts being recognized over a weighted-average period of 1.52 years. Stock Options Stock options have terms of 10 years and vest in 20 % or 33 % increments annually on a cumulative basis, beginning one year after the date of grant, and are assigned an exercise price equal to the average of the high and low common stock price on the day prior to the date of grant. Options are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period. There was no compensation expense charged against income for options in 2024 or 2023. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considers the historical volatility of the Company’s stock price. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The Company granted no new options in 2024 or 2023. Transactions related to stock options for the year ended December 31, 2024 are summarized as follows: Weighted Average Exercise Price Options Outstanding Weighted Average Contractual Term (in years) Intrinsic Value of Options Outstanding at December 31, 2023 $ 13.65 106,197 4.8 $ — Exercised — — Canceled, forfeited, or expired 14.76 ( 8,109 ) Outstanding at December 31, 2024 $ 13.56 98,088 4.2 $ — Vested and expected to vest at December 31, 2024 $ — — — $ — Exercisable options $ 13.56 98,088 4.2 $ — 45 Ascent Industries Co. Notes to Consolidated Financial Statements Restricted Stock Awards Restricted stock awards are valued based on the average of the high and low common stock price on the day prior to the date of grant. In general, these awards vest in either 20 % or 33 % increments annually on a cumulative basis, beginning one year after the date of grant. Certain of these awards vest 100 % at the end of a three-year period from the date of grant. In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Except for death, disability, or qualifying retirement, any portion of an award that has not vested is forfeited upon termination of employment. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. All awards are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period. The weighted average period over which the restricted stock awards compensation expense is expected to be recognized is 1.99 years. Transactions related to restricted stock awards for the year ended December 31, 2024 are summarized as follows: Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2023 68,207 $ 12.57 Granted 20,061 9.97 Vested ( 37,584 ) 15.60 Forfeited ( 20,819 ) 9.01 Nonvested at December 31, 2024 29,865 $ 9.49 Performance Stock Units The Company issues performance stock units classified as equity awards which contain market conditions that must be satisfied for an employee to earn the right to benefit from the award. Performance stock units vest upon the achievement of specific thirty-day volume-weighted average price targets of a share of the Company's common stock over a period of three years . In order for the awards to vest, the employee must be in the continuous employment of the Company since the date of the award. Except for death, disability, or qualifying retirement, any portion of an award that has not vested is forfeited upon termination of employment. An employee is not entitled to any voting rights with respect to any shares not yet vested, and the shares are not transferable. The performance stock units are divided into tranches, each one vesting on the date the thirty-day volume-weighted average price of the Company's common stock `meets or exceeds the price target as set forth in the table below: Shares Volume Weighted Average Price Target Tranche I 11,590 $ 13.00 Tranche II 11,589 16.00 Tranche III 11,588 19.00 Tranche IV 50,000 25.00 Tranche V 40,000 27.50 Tranche VI 30,000 30.00 Tranche VII 30,000 $ 35.00 The fair value of the performance stock units granted with a market performance condition are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market performance condition determined on the date of grant. Expense is recognized on a straight-line method over the requisite service period. Performance stock units do not have dividend rights. The weighted average period over which the performance stock units compensation expense is expected to be recognized is 1.98 years. 46 Ascent Industries Co. Notes to Consolidated Financial Statements The weighted-average grant-date fair value per unit of performance stock units granted was $ 2.61 and $ 0.64 in 2024 and 2023, respectively. There were no performance stock units vesting in 2024 and 2023. Transactions related to performance stock units for the year ended December 31, 2024 were as follows: Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2023 324,635 $ 2.16 Granted 20,061 2.61 Forfeited ( 159,929 ) 0.61 Outstanding at December 31, 2024 184,767 $ 3.49 Inducement Awards The Company has previously granted stock-based awards to incoming executive officers as incentives to enter into an at-will employment agreement with the Company. These inducement awards were approved by the Compensation Committee of the Board of Directors and did not require shareholder approval in accordance with NASDAQ Rule 5635(c)(4). In accordance with the rule, the only persons eligible to receive incentive awards are individuals not previously an employee or director of the Company. In general, 50 % of the inducement awards vest based on the achievement of thirty-day volume weighted average price targets of a Company share of stock and 50 % vest on the third anniversary of the grant date. The fair value of the market based portion of inducement awards are determined using a Monte Carlo simulation considering historical performance of the Company's stock as well as the probability of attaining the market condition determined on the date of grant. The fair value of the time based portion of inducement awards are determined based on the average of the high and low common stock price on the day prior to the date of grant. Transactions related to inducement stock awards as of December 31, 2024 were as follows: Units Weighted-Average Grant Date Fair Value Outstanding December 31, 2023 4,902 $ 10.21 Vested ( 4,902 ) 2.61 Forfeited/Canceled — $ — Outstanding December 31, 2024 — $ — The Company has no outstanding inducement awards as of December 31, 2024. Non-Employee Director Compensation Plan 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: Audit Committee: $ 10,000 ; Compensation Committee: $ 7,500 ; Nominating and Corporate Governance Committee: $ 6,000 . 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. The amount of the retainer elected to be paid in restricted stock vests quarterly over a one year period. The number of restricted shares is determined by the average of the high and low sale price of the Company's stock on the day prior to the Annual Meeting of Shareholders. In 2024, the Company issued an aggregate of 27,230 shares of restricted stock to non-employee directors in lieu of $ 0.3 million of their annual cash retainer fees. The weighted average period over which the non-employee director award compensation expense is expected to be recognized is 0.04 years. 47 Ascent Industries Co. Notes to Consolidated Financial Statements Note 11: Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities from continuing operations are as follows at the respective year ends: (in thousands) 2024 2023 Deferred income tax assets: Inventory valuation reserves $ 1,570 $ 1,829 Inventory capitalization 550 360 Accrued bonus 318 127 State net operating loss carryforwards 2,055 2,239 Federal net operating loss carryforwards 4,075 2,209 Lease liabilities 7,484 7,415 Interest Limitation Carryforwards 1,488 1,396 Intangible asset basis differences 781 2,564 Other 1,444 1,932 Total deferred income tax assets 19,765 20,071 State valuation allowance ( 2,026 ) ( 1,641 ) Federal valuation allowance ( 7,040 ) — Total net deferred income tax assets 10,699 18,430 Deferred income tax liabilities: Fixed asset basis differences 4,010 5,478 Prepaid expenses 300 445 Lease assets 6,709 6,699 Total deferred income tax liabilities 11,019 12,622 Deferred income taxes, net $ ( 320 ) $ 5,808 Significant components of the provision for income taxes are as follows: (in thousands) 2024 2023 Current: Federal $ ( 42 ) $ ( 561 ) State 69 191 Total current 27 ( 370 ) Deferred: Federal 5,552 ( 5,965 ) State 580 ( 589 ) Total deferred 6,132 ( 6,554 ) Total $ 6,159 $ ( 6,924 ) 48 Ascent Industries Co. Notes to Consolidated Financial Statements The reconciliation of income tax computed at the U. S. federal statutory tax rates to income tax expense is: (in thousands) 2024 2023 Amount % Amount % Tax at U.S. statutory rates $ ( 1,064 ) 21.0 % $ ( 8,616 ) 21.0 % State income taxes, net of federal tax benefit 112 ( 2.2 ) % ( 585 ) 1.4 % State valuation allowance 400 ( 7.9 ) % 270 ( 0.7 ) % Federal valuation allowance 6,539 ( 129.2 ) % — — % Stock option compensation 37 ( 0.7 ) % 87 ( 0.2 ) % Other nondeductible expenses ( 5 ) 0.1 % 33 ( 0.1 ) % Goodwill impairment — — % 2,049 ( 5.0 ) % Other, net 140 ( 2.7 ) % ( 162 ) 0.5 % Total $ 6,159 ( 121.6 ) % $ ( 6,924 ) 16.9 % 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. 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 made no income tax payments in 2024 and $ 0.9 million in 2023, respectively. The Company has $ 19.4 million of U.S. Federal net operating loss carryforwards and $ 7.1 million of interest limitation carryforwards at the end of 2024 compared to $ 10.5 million of U.S. Federal net operating loss carryforwards and $ 6.6 million interest limitation carryforwards at the end of 2023. During the period, the Company determined that these carryforwards are unrealizable and not more likely than not to be utilized in future periods. The majority of these carryforwards are not subject to expiration. In addition, on a gross basis the Company had state net operating loss carryforwards of $ 46.2 million and $ 49.0 million at the end of 2024 and 2023, respectively. As of the end of 2024, the Company had recognized a state valuation allowance of $ 2.0 million. This represents a $ 0.4 million increase year-over-year primarily driven by losses in jurisdictions for which we believe it is not more likely than not to be utilized in future periods. The majority of these losses will expire between the years of 2024 and 2044, while certain losses are not subject to expiration. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to U.S. federal examinations for years before 2020 or state examinations for years before 2019. The Company had no uncertain tax position activity during 2024 or 2023. The Company's continuing practice is to recognize interest and/or penalties related to income tax matters in the provision for income taxes. The Company had no accruals for uncertain tax positions including interest and penalties at the end of 2024. 49 Ascent Industries Co. Notes to Consolidated Financial Statements Note 12: Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except per share data) 2024 2023 Numerator: Net loss from continuing operations $ ( 11,225 ) $ ( 34,151 ) Net (loss) income from discontinued operations ( 2,373 ) 7,522 Net loss ( 13,598 ) ( 26,629 ) Denominator: Weighted average common shares outstanding 10,106 10,140 Denominator for diluted earnings per share - weighted average shares 10,106 10,140 Net loss per share from continuing operations: Basic $ ( 1.11 ) $ ( 3.37 ) Diluted $ ( 1.11 ) $ ( 3.37 ) Net (loss) income per share from discontinued operations: Basic $ ( 0.23 ) $ 0.74 Diluted $ ( 0.23 ) $ 0.74 Net loss per share: Basic $ ( 1.34 ) $ ( 2.63 ) Diluted $ ( 1.34 ) $ ( 2.63 ) The diluted earnings per share calculations exclude the effect of potentially dilutive shares when the inclusion of those shares in the calculation would have an anti-dilutive effect. The Company's dilutive securities have been excluded from the computation of diluted net loss share. Therefore, the weighted average number of common shares used to calculate the basic and diluted net loss per share is identical. The Company had $ 0.1 million shares of common stock that were anti-dilutive in 2024 and 2023 . Note 13: Industry Segments Ascent Industries Co. has two reportable segments: Specialty Chemicals and Tubular Products. The Specialty Chemicals segment includes the operating results of the Company’s plants involved in the production of specialty chemicals. 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 Tubular Products segment includes the operating results of the Company’s plants involved in the production of stainless steel pipe and tube. The Tubular Products segment serves markets through pipe and tube 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. The chief executive officer, who is also the chief operating decision maker (CODM), evaluates performance and determines resource allocations based on a number of factors, the primary measures being gross margin and segment net income (loss). The accounting principles applied at the operating segment level are the same as those applied at the consolidated financial statement level. The significant expense categories and amounts below align with the segment-level information that is regularly provided to the CODM. Intersegment sales and transfers are eliminated at the corporate consolidation level. 50 Ascent Industries Co. Notes to Consolidated Financial Statements The following tables summarizes certain information regarding segments of the Company's continuing operations: Year Ended December 31, 2024 (in thousands) Specialty Chemicals Tubular Products Corporate & Other 1 Total Continuing Operations Net sales $ 80,764 $ 97,108 $ — $ 177,872 Cost of goods sold - material 40,903 53,284 — 94,187 Cost of goods sold - other 2 28,671 32,402 498 61,571 Gross profit 11,190 11,422 ( 498 ) 22,114 Selling, general and administrative expense 3 9,546 8,743 8,297 26,586 Interest expense, net 75 1 342 418 Income taxes — — 6,159 6,159 Other expense (income) 476 29 ( 329 ) 176 Net income (loss) 1,093 2,649 ( 14,967 ) ( 11,225 ) Identifiable assets $ 38,928 $ 61,980 $ 46,296 $ 147,204 Capital expenditures 1,180 773 ( 61 ) 1,892 Geographic sales United States 75,565 95,264 — 170,829 International $ 5,199 $ 1,844 — $ 7,043 Year Ended December 31, 2023 (in thousands) Specialty Chemicals Tubular Products Corporate & Other 1 Total Continuing Operations Net sales $ 83,616 $ 109,513 $ 50 $ 193,179 Cost of goods sold - material 46,377 67,323 ( 63 ) 113,637 Cost of goods sold - other 2 31,429 45,864 723 78,016 Gross profit 5,810 ( 3,674 ) ( 610 ) 1,526 Selling, general and administrative expense 3 6,966 7,537 12,209 26,712 Goodwill impairment 11,389 — — 11,389 Interest expense, net 74 1 4,163 4,238 Income taxes — — ( 6,924 ) ( 6,924 ) Other expense (income) — ( 1 ) 263 262 Net loss ( 12,619 ) ( 11,211 ) ( 10,321 ) ( 34,151 ) Identifiable assets $ 49,547 $ 70,548 $ 42,339 $ 162,434 Capital expenditures 1,519 1,104 262 2,885 Geographic sales United States 79,498 108,693 50 188,241 International $ 4,118 $ 820 $ — $ 4,938 1 All Other includes corporate overhead expenses and ongoing expenses for properties under the Master Lease not assigned to a segment in which the Company is the responsible party. 2 Cost of good sold - other includes manufacturing labor and overhead expenses, depreciation expense, repair and maintenance expense, shipping expense, scrap and shrinkage expense, and other operational manufacturing overhead expenses. 3 Selling, general and administrative expenses include sales and administrative salaries, wages and benefits and overhead expenses, professional fees, depreciation and amortization expense, corporate overhead allocation expense and other administrative overhead expenses. 51 Ascent Industries Co. Notes to Consolidated Financial Statements Note 14: Benefit Plans and Collective Bargaining Agreements The Company has a 401(k) Employee Stock Ownership Plan (the "401(k)/ESOP Plan") covering all non-union employees. Employees can contribute to the 401(k)/ESOP Plan up to 100 % of their wages with a maximum of $ 23,000 for 2024. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $ 7,500 per year for a maximum of $ 30,500 for 2024. Contributions by the employees are invested in one or more funds at the direction of the employee; however, employee contributions cannot be invested in Company stock. Contributions by the Company are made in accordance with the investment elections made by each participant for his or her deferral contributions. The Company contributes on behalf of each eligible participant a matching contribution equal to a percentage determined each year by the Board of Directors. For 2024 and 2023 the maximum was 100 % of employee contributions up to a maximum of 4 % of their eligible compensation. The matching contribution is applied to the employee accounts after each payroll. Matching contributions of approximately $ 1.0 million were made for 2024 and 2023. The Company may also make a discretionary contribution, which if made, would be distributed to all eligible participants regardless of whether they contribute to the 401(k)/ESOP Plan. No discretionary contributions were made to the 401(k)/ESOP Plan in 2024 or 2023. The Company has a 401(k) and Profit Sharing Plan (the "Bristol Plan") covering all employees as part of the United Steel Workers of America, Local Union 4586 Collective Bargaining Agreement (the "Brist ol CBA"). Employees can contribute to the Bristol Plan up to 60 % of pretax annual compensation, as defined in the Bristol Plan, with a maximum of $ 23,000 for 2024. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional 7,500 per year for a maximum of 30,500 for 2024. During 2024 and 2023 , the Company contributed 4 % of a participant's eligible compensation regardless of whether the participants contribute to the Bristol Plan. The Company's contributions were $ 0.3 million for both 2024 and 2023. Additional profit sharing amounts may also be contributed at the option of the Company's Board of Directors, which if made, would be allocated to participants based on the ratio of the participant's compensation to the total compensation of all participants eligible to participate in the Bristol Plan. No discretionary contributions were made to the Bristol Plan in 2024 or 2023. The Company also maintains a Collective Bargaining Agreement (the "Virginia CBA") with the United Food and Commercial Workers, Local Union 400 (the "Virginia Union"), which represents employees at the Virginia facility and is required to make additional quarterly contributions for hourly employees who had a hire date prior to June 1, 2013. Additional quarterly matching contributions of approximately $ 30,358 were made for 2024 and $ 34,734 for 2023 . Note 15: Commitments and Contingencies From time to time, we may become involved in various legal proceedings which arise from the normal course of business activities. Outside of the legal proceedings discussed in Note 2 related to the Munhall closure, we are not presently a party to any other such litigation the outcome of which, we believe, if determined adversely to us, would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition. Defending such proceedings is costly and can impose a significant burden on management and employees. We may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. Note 16: Subsequent Events On February 17, 2025, the Board of Directors authorized a new share repurchase program. The previous share repurchase program had a term of 24 months and terminated on February 17, 2025. The new share repurchase program allows 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. Under the program, the purchases will be funded from available working capital, and the repurchased shares will be returned to the status of authorized, but unissued shares of common stock or held in treasury. There is no guarantee as to the exact number of shares that will be repurchased by the Company, if any, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.