UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2017
ORFor the Quarterly Period Ended September 30, 2022
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____


COMMISSION FILE NUMBER 0-19687
synalloylogorgba04a08.jpgacnt-20220930_g1.jpg
Synalloy CorporationAscent Industries Co.
(Exact name of registrant as specified in its charter)
Delaware57-0426694
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4510 Cox Road, 1400 16th Street,Suite 201, Richmond, Virginia270,23060
Oak Brook,Illinois60523
(Address of principal executive offices)(Zip Code)
(864) 585-3605(630)884-9181
(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, par value $1.00 per shareACNTNASDAQ Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated Filer ¨
filer
Accelerated filerx
Non-accelerated filer¨ (Do not check if smaller reporting company)x
Smaller reporting company¨
x
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ¨  No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨    No x
The number of shares outstanding of the registrant's common stock as of November 3, 20177, 2022 was 8,728,498.


10,236,684
1







Ascent Industries Co.
Synalloy Corporation
Index
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Notes to Condensed Consolidated Financial Statements (unaudited)
PART IFINANCIAL INFORMATION
Financial Statements
Condensed consolidated balance sheets - September 30, 2017 and December 31, 2016
Condensed consolidated statements of operations - Three-month
Condensed consolidated statements of cash flows - Nine-month periods ended September 30, 2017
Notes to condensed consolidated financial statements
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.Risk Factors
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


1



PARTForward-Looking Statements
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. All statements that are not historical facts are forward-looking statements. Forward looking statements can be identified through the use of words such as "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may" and similar expressions. The forward-looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions, including risks relating to the impact and spread of and the government’s response to COVID-19; inability to weather an economic downturn; the impact of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw material availability; financial stability of the Company’s customers; customer delays or difficulties in the production of products; loss of consumer or investor confidence; employee relations; ability to maintain workforce by hiring trained employees; labor efficiencies; risks associated with acquisitions; environmental issues; negative or unexpected results from tax law changes; inability to comply with covenants and ratios required by the Company’s debt financing arrangements; and other risks detailed from time-to-time in Ascent Industries Co.'s Securities and Exchange Commission filings, including our Annual Report on Form 10-K, which filings are available from the SEC. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this release.
2

Part I - Financial Information
Item 1. FINANCIAL STATEMENTSFinancial Statements

Synalloy CorporationAscent Industries Co.
Condensed Consolidated Balance Sheets
(Unaudited)(in thousands, except par value and share data)
(Unaudited)
Sep 30, 2017 Dec 31, 2016 September 30, 2022December 31, 2021
Assets   Assets 
Current assets   
Current assets:Current assets: 
Cash and cash equivalents$15,410
 $62,873
Cash and cash equivalents$532 $2,021 
Accounts receivable, less allowance for doubtful accounts   
of $236,000 and $82,000, respectively30,312,586
 18,028,946
Accounts receivable, net of allowance for credit losses of $998 and $216, respectivelyAccounts receivable, net of allowance for credit losses of $998 and $216, respectively55,592 50,126 
Inventories, net70,506,055
 60,799,509
Inventories, net137,843 103,249 
Prepaid expenses and other current assets9,048,905
 7,272,569
Prepaid expenses and other current assets4,632 3,728 
Indemnified contingencies - see Note 11
 11,339,888
Assets held for saleAssets held for sale518 855 
Total current assets109,882,956
 97,503,785
Total current assets199,117 159,979 
Property, plant and equipment, netProperty, plant and equipment, net43,176 43,720 
Right-of-use assets, operating leases, netRight-of-use assets, operating leases, net29,575 30,811 
GoodwillGoodwill11,430 12,637 
Intangible assets, netIntangible assets, net11,794 14,382 
   
Property, plant and equipment, net of accumulated   
depreciation of $49,135,440 and $45,219,309 respectively34,967,728
 27,324,092
Goodwill6,003,525
 1,354,730
Intangible assets, net of accumulated amortization   
of $9,885,902 and $8,148,162, respectively11,490,767
 12,308,838
Deferred charges, net and other non-current assets88,689
 146,618
Deferred charges, netDeferred charges, net228 302 
Other non-current assets, netOther non-current assets, net4,122 4,171 
Total assets$162,433,665
 $138,638,063
Total assets$299,442 $266,002 
   
Liabilities and Shareholders' Equity   Liabilities and Shareholders' Equity 
Current liabilities   
Current liabilities:Current liabilities: 
Accounts payable$24,769,264
 $16,684,508
Accounts payable$44,815 $32,318 
Accrued expenses9,779,911
 16,087,434
Accounts payable - related partiesAccounts payable - related parties— 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities11,430 12,407 
Current portion of note payableCurrent portion of note payable580 — 
Current portion of long-term debtCurrent portion of long-term debt2,464 2,464 
Current portion of earn-out liabilitiesCurrent portion of earn-out liabilities— 1,961 
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities1,041 1,104 
Current portion of finance lease liabilitiesCurrent portion of finance lease liabilities290 233 
Total current liabilities34,549,175
 32,771,942
Total current liabilities60,620 50,489 
Long-term debtLong-term debt70,131 67,928 
   
Long-term debt26,722,960
 8,804,206
Long-term portion of operating lease liabilitiesLong-term portion of operating lease liabilities31,190 32,059 
Long-term portion of finance lease liabilitiesLong-term portion of finance lease liabilities1,302 1,414 
Deferred income taxes1,576,515
 1,609,492
Deferred income taxes1,593 2,433 
Long-term deferred gain, sale-leaseback6,016,918
 6,267,623
Long-term portion of earn-out liability3,119,856
 
Other long-term liabilities756,806
 592,245
Other long-term liabilities67 89 
Total non-current liabilitiesTotal non-current liabilities104,283 103,923 
   
Shareholders' equity   
Common stock, par value $1 per share - authorized 24,000,000 shares; issued 10,300,000 shares10,300,000
 10,300,000
Commitments and contingencies – See Note 13Commitments and contingencies – See Note 13
Shareholders' equity:Shareholders' equity: 
Common stock, par value $1 per share; authorized 24,000,000 shares; issued 11,085,103 sharesCommon stock, par value $1 per share; authorized 24,000,000 shares; issued 11,085,103 shares11,085 11,085 
Capital in excess of par value35,069,410
 34,714,206
Capital in excess of par value46,637 46,058 
Retained earnings58,261,200
 57,936,533
Retained earnings85,021 63,080 
103,630,610
 102,950,739
142,743 120,223 
Less cost of common stock in treasury: 1,583,107 and 1,630,690 shares, respectively13,939,175
 14,358,184
Less: cost of common stock in treasury - 850,671 and 918,471 shares, respectivelyLess: cost of common stock in treasury - 850,671 and 918,471 shares, respectively8,204 8,633 
Total shareholders' equity89,691,435
 88,592,555
Total shareholders' equity134,539 111,590 
Commitments and contingencies – See Note 11
 
Total liabilities and shareholders' equity$162,433,665
 $138,638,063
Total liabilities and shareholders' equity$299,442 $266,002 


Note: The condensed consolidated balance sheet at December 31, 20162021 has been derived from the audited consolidated financial statements at that date. See accompanying notes to condensed consolidated financial statements.

3

Ascent Industries Co.
Condensed Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net sales$100,167 $86,182 $332,587 $239,047 
Cost of sales88,598 68,176 277,649 198,219 
Gross profit11,569 18,006 54,938 40,828 
Selling, general and administrative9,853 6,948 27,133 21,941 
Acquisition costs and other149 201 837 201 
Proxy contest costs and recoveries— — — 168 
Earn-out adjustments— 160 (7)1,430 
Asset impairments— — — 233 
Operating income1,567 10,697 26,975 16,855 
Other expense (income)
Interest expense827 329 1,637 1,068 
Loss on extinguishment of debt— — — 223 
Change in fair value of interest rate swaps— — — (2)
Other, net(118)(10)(176)152 
Income before income taxes858 10,378 25,514 15,414 
Income tax provision234 2,179 3,573 3,235 
Net income$624 $8,199 $21,941 $12,179 
Net income per common share:
Basic$0.06 $0.88 $2.14 $1.32 
Diluted$0.06 $0.87 $2.11 $1.30 
Weighted average shares outstanding:
Basic10,2539,28710,235 9,237 
Dilutive effect from stock options and grants212116172 111 
Diluted10,4659,40310,407 9,348 
See accompanying notes to condensed consolidated financial statements.
3
4




Synalloy Corporation
Condensed Consolidated Statements of Operations
(unaudited)
 Three Months Ended Nine Months Ended
 Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016
Net sales$54,595,924
 $34,297,231
 $148,310,548
 $105,515,911
        
Cost of sales49,759,304
 29,792,812
 127,892,423
 92,295,722
        
Gross profit4,836,620
 4,504,419
 20,418,125
 13,220,189
        
Selling, general and administrative expense6,587,791
 5,814,655
 18,925,593
 17,041,216
Acquisition related costs37,402
 1,034
 782,397
 76,091
(Gain) loss on sale-leaseback(83,568) 2,455,347
 (250,705) 2,455,347
Operating (loss) income(1,705,005) (3,766,617) 960,840
 (6,352,465)
Other expense (income)       
Interest expense279,598
 272,987
 715,131
 822,426
Change in fair value of interest rate swaps(8,497) (115,328) (33,000) 276,512
Earn-out adjustment62,804
 
 145,200
 
Other, net(316,158) 
 (316,158) 
        
(Loss) income from continuing operations before income taxes(1,722,752) (3,924,276) 449,667
 (7,451,403)
(Benefit from) provision for income taxes(516,000) (1,316,000) 125,000
 (1,893,000)
        
Net (loss) income from continuing operations(1,206,752) (2,608,276) 324,667
 (5,558,403)
Net loss from discontinued operations, net of tax
 
 
 (99,334)
Net (loss) income$(1,206,752) $(2,608,276) $324,667
 $(5,657,737)
        
Other comprehensive loss, net of tax:       
Unrealized gains on available for sale securities, net of tax
 
 366,346
 
Reclassification adjustment for gains included in       
net income, net of tax(366,346) 
 (366,346) 
Other comprehensive loss(366,346) 
 
 
Comprehensive (loss) income$(1,573,098) $(2,608,276) $324,667
 $(5,657,737)
        
Net (loss) income per common share from continuing operations:       
Basic$(0.14) $(0.30) $0.04
 $(0.64)
Diluted$(0.14) $(0.30) $0.04
 $(0.64)
        
Net loss per common share from discontinued operations:       
Basic$
 $
 $
 $(0.01)
Diluted$
 $
 $
 $(0.01)
        
Net (loss) income per common share:       
Basic$(0.14) $(0.30) $0.04
 $(0.65)
Diluted$(0.14) $(0.30) $0.04
 $(0.65)
        
Weighted average shares outstanding:       
Basic8,716,893
 8,658,361
 8,696,884
 8,644,437
Dilutive effect from stock options and grants
 
 17,030
 
Diluted8,716,893
 8,658,361
 8,713,914
 8,644,437


Synalloy CorporationAscent Industries Co.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Unaudited)
(in thousands)
 Nine Months Ended
 Sep 30, 2017 Sep 30, 2016
Operating activities   
Net income (loss)$324,667
 $(5,657,737)
Loss from discontinued operations, net of tax
 99,334
Adjustments to reconcile net income (loss) to net cash used in operating activities:   
Depreciation expense3,916,131
 3,322,115
Amortization expense1,827,171
 1,844,840
Amortization of debt issuance costs40,829
 58,681
Deferred income taxes(32,978) (1,124,386)
Gain on sale of available for sale securities(310,043) 
Provision for (reduction) of losses on accounts receivable192,892
 (51,531)
Provision for losses on inventories500,338
 460,726
Gain on sale of property, plant and equipment2,279
 2,294,917
Amortization of deferred gain on sale-leaseback(250,705) 
Straight line lease cost on sale-leaseback304,898
 
Change in cash value of life insurance
 1,502
Change in fair value of interest rate swaps(33,000) 276,512
Issuance of treasury stock for director fees287,475
 330,000
Employee stock option and grant compensation486,740
 291,262
Changes in operating assets and liabilities: 
  
Accounts receivable(12,476,532) (2,130,955)
Inventories(4,772,884) 4,198,000
Other assets and liabilities, net10,179,835
 (932,324)
Accounts payable8,084,756
 770,428
Accrued expenses(7,900,999) (142,533)
Accrued income taxes(2,392,073) (1,605,714)
Net cash (used in) provided by continuing operating activities(2,021,203) 2,303,137
Net cash used in discontinued operating activities
 (3,943,137)
Net cash used in operating activities(2,021,203) (1,640,000)
Investing activities 
  
Purchases of property, plant and equipment(3,692,571) (2,115,577)
Proceeds from sale of property, plant and equipment1,048
 22,215,362
Purchases of available for sale securities(3,831,521) 
Proceeds from sale of available for sale securities4,141,564
 
Acquisition of the stainless pipe and tube assets of Marcegaglia USA, Inc.(11,953,513) 
Proceeds from life insurance policies
 1,502,283
Net cash (used in) provided by investing activities(15,334,993) 21,602,068
Financing activities 
  
Net borrowings from line of credit17,918,754
 6,566,157
Payments on long-term debt
 (26,068,228)
Payments on capital lease obligation(91,565) (49,288)
Settlement of CRI interest rate swap
 (290,427)
Payments on earn-out liability to MUSA sellers(518,456) 
Purchase of common stock
 (253,889)
Net cash provided by (used in) financing activities17,308,733
 (20,095,675)
Decrease in cash and cash equivalents(47,463) (133,607)
Cash and cash equivalents at beginning of period62,873
 391,424
Cash and cash equivalents at end of period$15,410
 $257,817
    
Supplemental disclosure

  
Cash paid during the year for:   
  Interest$617,606
 $711,916
  Income taxes$2,557,121
 $916,015
Nine Months Ended September 30,
 20222021
Operating activities  
Net income$21,941 $12,179 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense6,380 5,459 
Amortization expense2,588 2,041 
Amortization of debt issuance costs74 71 
Asset impairments— 233 
Loss on extinguishment of debt— 223 
Deferred income taxes(1,227)(615)
Earn-out adjustments(7)1,430 
Payments on earn-out liabilities in excess of acquisition date fair value(662)(11)
Provision for (reduction of) losses on accounts receivable782 (388)
Provision for losses on inventories1,871 2,286 
Loss (gain) on disposal of property, plant and equipment31 (580)
Non-cash lease expense322 373 
Non-cash lease termination loss— 
Change in fair value of interest rate swap— (2)
Issuance of treasury stock for director fees364 58 
Stock-based compensation expense961 695 
Changes in operating assets and liabilities:  
Accounts receivable(6,249)(15,525)
Inventories(36,127)(15,539)
Other assets and liabilities(782)(1,443)
Accounts payable11,774 15,118 
Accounts payable - related parties(2)
Accrued expenses(1,594)3,272 
Accrued income taxes555 6,844 
Net cash provided by operating activities993 16,186 
Investing activities  
Purchases of property, plant and equipment(3,467)(761)
Proceeds from disposal of property, plant and equipment1,054 
Net cash (used in) provided by investing activities(3,462)293 
Financing activities  
Borrowings from long-term debt352,513 41,648 
Proceeds from note payable967 — 
Proceeds from exercise of stock options175 — 
Payments on long-term debt(350,311)(54,056)
Payments on note payable(387)— 
Principal payments on finance lease obligations(193)(31)
Payments on earn-out liabilities(1,292)(2,891)
Payments for termination of interest rate swap— (46)
Repurchase of common stock(492)— 
Payments of deferred financing costs— (165)
Net cash provided by (used in) financing activities980 (15,541)
(Decrease) increase in cash and cash equivalents(1,489)938 
Cash and cash equivalents at beginning of period2,021 236 
Cash and cash equivalents at end of period$532 $1,174 
Synalloy Corporation
5

Ascent Industries Co.

Condensed Consolidated Statements of Cash Flows (Unaudited)
Continued

Nine Months Ended September 30,
Supplemental Disclosure of Cash Flow Information20222021
Cash paid for:
Interest$1,176 $994 
Income taxes4,248 $649 
Noncash Investing Activities:
Capital expenditures, not yet paid$785 $— 
See accompanying notes to condensed consolidated financial statements.
6

Ascent Industries Co.
Condensed Consolidated Statements of Shareholders' Equity (Unaudited)
(in thousands)

Three Months Ended September 30, 2022
Common StockCapital in Excess of
Par Value
Retained EarningsCost of Common Stock in TreasuryTotal
 SharesAmount
Balance June 30, 202211,085 $11,085 $46,162 $84,397 $(7,760)$133,884 
Net income— — — 624 — 624 
Issuance of 4,102 shares of common stock from treasury— — (39)— 39 — 
Exercise of stock options for 980 shares, net— — — 13 
Stock-based compensation— — 510 — — 510 
Repurchase of 30,200 shares of common stock— — — — (492)(492)
Balance September 30, 202211,085 $11,085 $46,637 $85,021 $(8,204)$134,539 
See accompanying notes to condensed consolidated financial statements.

Nine Months Ended September 30, 2022
Common StockCapital in Excess of
Par Value
Retained EarningsCost of Common Stock in TreasuryTotal
 SharesAmount
Balance December 31, 202111,085 $11,085 $46,058 $63,080 $(8,633)$111,590 
Net income— — — 21,941 — 21,941 
Issuance of 79,903 shares of common stock from treasury— — (387)— 751 364 
Exercise of stock options for 18,098 shares, net— — — 170 175 
Stock-based compensation— — 961 — — 961 
Repurchase of 30,200 shares of common stock— — — — (492)(492)
Balance September 30, 202211,085 $11,085 $46,637 $85,021 $(8,204)$134,539 
See accompanying notes to condensed consolidated financial statements.

7

Ascent Industries Co.
Condensed Consolidated Statement of Shareholders' Equity (Unaudited)
Continued

Three Months Ended September 30, 2021
Common StockCapital in Excess of
Par Value
Retained EarningsCost of Common Stock in TreasuryTotal
 SharesAmount
Balance June 30, 202110,300 $10,300 $37,309 $46,815 $(9,693)$84,731 
Net income— — — 8,199 — 8,199 
Issuance of 60,494 shares of common stock from treasury— — (511)— 569 58 
Stock-based compensation— — 239 — — 239 
Balance September 30, 202110,300 $10,300 $37,037 $55,014 $(9,124)$93,227 
See accompanying notes to condensed consolidated financial statements.

Nine Months Ended September 30, 2021
Common StockCapital in Excess of
Par Value
Retained EarningsCost of Common Stock in TreasuryTotal
 SharesAmount
Balance December 31, 202010,300 $10,300 $37,719 $42,835 $(10,559)$80,295 
Net income— — — 12,179 — 12,179 
Issuance of 152,666 shares of common stock from treasury— — (1,377)— 1,435 58 
Stock-based compensation— — 695 — — 695 
Balance September 30, 202110,300 $10,300 $37,037 $55,014 $(9,124)$93,227 
8

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017


Unless indicated otherwise, the terms "Company," "we," "us," and "our" refer to Synalloy CorporationAscent Industries Co. and its consolidated subsidiaries.


Note 1: Basis of Presentation
NOTE 1--BASIS OF PRESENTATIONBasis of Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements are presented in accordance with the rules and regulations of the Company have beenSecurities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America for interim("GAAP"). The unaudited condensed consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally acceptedstatements, in the United States of America for complete financial statements. In the opinion of management, contain all adjustments (consisting of normal recurring accruals) consideredadjustments necessary forto present a fair presentation have been includedstatement of the condensed consolidated balance sheets as required by Regulation S-X, Rule 10-01. Operating resultsof September 30, 2022, the statements of income and shareholders’ equity for the three and nine-month periodsnine months ended September 30, 2017, are not necessarily indicative2022 and 2021, and the statements of the results that may be expectedcash flows for the year endingnine months ended September 30, 2022 and 2021. The December 31, 2017. For further information, refer to2021 condensed consolidated balance sheet was derived from the audited financial statements.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's annual reportAnnual Report on Form 10-K for the year ended December 31, 2016.2021 (the "Annual Report"). The financial results for the interim periods may not be indicative of the financial results for the entire year as our future assessment of our current expectations, including consideration of the unknown future impacts of the COVID-19 pandemic, could result in material impacts to our consolidated financial statements in future reporting periods.

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP required management to make estimates and judgments that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
NOTE 2--RECENTLY ISSUED ACCOUNTING STANDARDSName Change
On August 5, 2022, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation to change our corporate name from Synalloy Corporation to Ascent Industries Co., effective August 10, 2022.

Accounting Pronouncements Not Yet Adopted
In May 2014,March 2020, the Financial Accounting Standards Board ("FASB")(FASB) issued Accounting Standards Update ("ASU") 2014-09, ASU 2020-04 "Revenue from Contracts with CustomersReference Rate Reform (Topic 606)848): Facilitation of Effects of Reference Rate Reform on Financial Reporting.", which changes the criteriaThe ASU, and subsequent clarifications, provide practical expedients for recognizing revenue. The standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires a five-step process for recognizing revenue including identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction pricemodification accounting related to the performance obligations intransition away from the London Interbank Offered Rate (LIBOR) and other interbank offering rates to alternative reference rates. The expedients are applicable to contract modifications made and recognizing revenue when (or as) the entity satisfies a performance obligation. Two transition methods are available for implementing the requirements of ASU 2014-09: retrospectively for each prior reporting period presentedhedging relationships entered into on or retrospectively with the cumulative effect of initial application recognized at the date of initial application. The FASB has issued several amendments to the standard, which are intended to promote a more consistent application of the principles outlined in the standard. The new standard is effective for the Company for annual periods in fiscal years beginning afterbefore December 15, 2017. The company will adopt the new guidance in the first quarter of 2018.31, 2022. The Company is currently assessingintends to use the impact the newexpedients where needed for reference rate transition. The Company continues to evaluate this standard will have on the consolidated financial statements as well as its business processes, internal controls,update and accounting policies. As part of its assessment, the Company is reviewing its contract portfolio and identifying which attributes of its contracts are impacted by ASU 2014-09. Based on the preliminary assessment performed as of September 30, 2017, the company does not believe the standard will havecurrently expect a material impact on consolidatedto the Company’s financial statements other than for the disclosures required by the standard, as a result of the Company being a manufacturer that records revenue at a single point in time when control is transferred. The Company also has no significant long-term sales contracts, which would require revenue be recognized over a period of time in excess of one year. In addition, based on initial results of the preliminary assessment performed as of September 30, 2017, the company plans to apply the standard with the cumulative effect of initial application recognized at the date of initial application.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” to increase the transparency and comparability of lease recognition and disclosure. The update establishes a right of use ("ROU") model which requires lessees to recognize lease contracts with a term greater than one year on the balance sheet as ROU assets and lease liabilities. Leases will be classified as either financing or operating which will determine expense classification and recognition. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and must be applied using the modified retrospective approach. Early adoption is permitted. While the Company expects ASU 2016-02 to add material ROU assets and lease liabilities to the consolidated balance sheets related to its current land and building operating leases, it is evaluating other effects that the new standard will have on the consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting (Topic 718)." The amendments in this updated guidance include changes to simplify the Codification for several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows and was effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. The Company implemented this standard on January 1, 2017 and it did not have a material effect on the Company's consolidated financial statements.disclosures.
Synalloy Corporation
9


Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017

Note 2: Acquisitions
In January 2017,Acquisition of DanChem Technologies, Inc.
On October 22, 2021, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): ClarifyingCompany completed the Definitionacquisition of DanChem, a Business" which provides a new framework for determining whether transactions should becontract manufacturer of chemical products located in Danville, Virginia. The Company accounted for the transaction as acquisitions (or disposals)a business combination using the acquisition method of assetsaccounting in accordance with Accounting Standards Codification (“ASC”) Topic 805 - "Business Combinations." The preliminary purchase price was $34.1 million including $1.5 million in cash obtained through the acquisition. The purchase price was paid in cash and funded through a drawdown of $34.5 million on the Company’s existing revolving credit facility. Amounts outstanding under the revolving line of credit portion of the facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or businesses. ASU 2017-01 is effective(b) LIBOR plus 150%. See Note 8 for fiscal years beginning after December 15, 2017. The Company does not believe its implementation will have a material effectmore information on the Company's consolidated financial statements.long-term debt.
During the three and nine months ended September 30, 2022, subsequent to the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed, management revised the initial estimate of the fair value of property, plant and equipment resulting in an increase of $1.6 million. As a result of this revision within the measurement period, goodwill was decreased by $1.2 million and the Company's deferred tax balances were increased by $0.4 million. In January 2017,addition, the FASB issued ASU 2017-04, "Intangibles - change to the provisional amount resulted in an increase in depreciation expense and accumulated depreciation of $0.2 million of which $0.1 million relates to a previous reporting period.
The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the Acquisition and the revisions made in the third quarter of 2022. These preliminary estimates of the fair value are subject to additional revisions, which may result in additional adjustments to the values presented below.
(in thousands)October 22, 2021RevisionsSeptember 30, 2022
Cash and cash equivalents$1,533 $1,533 
Accounts receivable, net of allowance for credit losses of $1185,358 5,358 
Inventories, net1,561 1,561 
Prepaid expenses and other current assets454 454 
Property, plant and equipment, net15,697 $1,594 17,291 
Right of use asset, operating leases, net208 208 
Intangible assets, net5,750 5,750 
Total identifiable assets acquired$30,561 $1,594 $32,155 
Accounts payable$1,751 $1,751 
Accrued expenses and other current liabilities1,622 1,622 
Current portion of operating lease liabilities51 51 
Current portion of finance lease liabilities215 215 
Deferred income taxes2,542 $387 2,929 
Long-term portion of operating lease liabilities157 157 
Long-term portion of finance lease liabilities1,408 1,408 
Total identifiable liabilities assumed$7,746 $387 $8,133 
Net identifiable assets acquired$22,815 $1,207 $24,022 
Transaction price34,097 34,097 
Goodwill$11,282 $(1,207)$10,075 
The Company is in the process of finalizing the value of deferred tax balances and the Company's estimates of these values was still preliminary on September 30, 2022, pending completion of the DanChem pre-acquisition tax returns. Therefore, these provisional amounts are subject to change as the Company continues to evaluate information required to complete the valuations throughout the measurement period, which will not exceed one year from the acquisition date.
10

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Goodwill and Other (Topic 350) Simplifyingis calculated as the Test for Goodwill Impairment," which requires an entity to no longer perform a hypotheticalexcess of the purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount andover the fair value of the reporting unit. ASU 2017-04net assets acquired. The recognized goodwill is effectiveattributable to operational synergies, assembled workforce and growth opportunities and was allocated to the Company's Specialty Chemicals segment. Substantially all of the goodwill resulting from this acquisition is not expected to be deductible for fiscal years beginning after December 15, 2019. tax purposes.
The Company elected to early adopt the provisions of this ASUhad no one-time, acquisition-related costs recognized in acquisition costs and other expenses in the quarterly period ending Marchunaudited condensed consolidated statements of income for the three months ended September 30, 2022. Approximately $0.4 million of one-time, acquisition-related costs, is recognized in acquisition costs and other expenses in the unaudited condensed consolidated statements of income for the nine months ended September 30, 2022.
The Company identified DanChem’s customer relationships, product development know-how, and tradename as finite-lived assets with estimated fair values as of the acquisition date of $5.1 million, $0.5 million, and $0.2 million, respectively. The finite-lived assets are subject to amortization using either an accelerated or straight-line method over 15 years.
Total net sales and operating loss for DanChem for the three and nine months ended September 30, 2022 were as follows:
(in thousands)Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Net sales$8,306 $24,167 
Operating loss$(728)$(286)
Note 3: Revenue Recognition
Revenue is generated primarily from contracts to produce, ship and deliver steel and 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 customers for product shipped or services rendered. Revenues are recorded net of any sales incentives and discounts. 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. Additionally, the Company does not maintain material contract liability balances, as performance obligations for substantially all contracts are satisfied prior to customer payment for product. The Company offers industry standard payment terms.
The following table presents the Company's revenues, disaggregated by product group. Substantially all of the Company's revenues are derived from contracts with customers where performance obligations are satisfied at a point-in-time.
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Fiberglass and steel liquid storage tanks and separation equipment$287 $189 401 881 
Heavy wall seamless carbon steel pipe and tube12,333 10,398 36,782 29,347 
Stainless steel pipe and tube52,309 48,331 180,633 134,632 
Galvanized pipe and tube7,910 11,209 30,701 28,578 
Specialty Chemicals27,328 16,055 84,070 45,609 
Net sales$100,167 $86,182 $332,587 $239,047 
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 (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:
11

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
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.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The fair value hierarchy requires the use of observable market data when available. In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
Level 3: Contingent consideration (earn-out) liabilities
The fair value of contingent consideration ("earn-out") liabilities resulting from the 2018 MUSA-Galvanized acquisition and the 2019 American Stainless acquisition are classified as Level 3. Each quarter-end, the Company re-evaluates its assumptions for all earn-out liabilities and adjusts to reflect the updated fair values. Changes in the estimated fair value of the earn-out liabilities are reflected in operating income in the periods in which they are identified. Changes in the fair value of the earn-out liabilities may materially impact and cause volatility in the Company's operating results. The significant unobservable inputs used in the fair value measurement of the Company's earn-out liabilities are the discount rate, timing of the estimated payouts, and future revenue projections. Significant increases (decreases) in any of those inputs would not have resulted in a material difference in the fair value measurement of the earn-out liabilities for the nine months ended September 30, 2022.
The following table presents a summary of changes in fair value of the Company's Level 3 earn-out liabilities measured on a recurring basis for the nine months ended September 30, 2022:
(in thousands)MUSA-GalvanizedAmerican StainlessTotal
Balance December 31, 2021$1,106 $855 $1,961 
Earn-out payments during the period(1,099)(855)(1,954)
Changes in fair value during the period(7)— (7)
Balance September 30, 2022$— $— $— 
For the three and nine months ended September 30, 2022, the Company had no unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value instruments.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
During the three and nine months ended September 30, 2022, the Company's only significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain assets classified as held for sale.
Assets Held for Sale
On February 17, 2021, the Board of Directors authorized the permanent cessation of operations at Palmer of Texas Tanks, Inc. ("Palmer") and the subleasing of the Palmer facility. As of December 31, 2017.2021, the Company permanently ceased operations at the Palmer facility and determined that the remaining asset group met the criteria to be classified as held for sale, and therefore classified the related assets as held for sale on the consolidated balance sheets. The implementation ofCompany determined that the exit from this ASUbusiness did not haverepresent a materialstrategic shift that had a major effect on its consolidated results of operations, and therefore this business was not classified as discontinued operations. As of September 30, 2022, the remaining Palmer assets continue to be classified as held for sale. The results of operations for this business are included within the Tubular Products segment for all periods presented in this quarterly report. The Company uses observable inputs, such as prices of comparable assets in active markets to determine the fair value of the remaining assets. The Company classifies these fair value measurements as Level 2.

12

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The assets classified as held for sale are as follows:
(in thousands)September 30, 2022December 31, 2021
Inventory, net$307 $617 
Property, plant and equipment, net211 238 
Assets held for sale$518 $855 
The Company remains obligated under the terms of the leases for the rent and other costs that may be associated with the lease of the facility through 2036. The Company currently has a sublease for a portion of the Palmer facility and is actively negotiating a sublease for the remaining portion of the facility. The Company will continue to dispose of the remaining assets throughout fiscal 2022.
During the three and nine months ended September 30, 2021, the Company's only significant measurements of assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition were certain long-lived assets. During the three and nine months ended September 30, 2021, the Company determined that technology associated with certain long lived assets within the Specialty Chemicals segment was obsolete and, as a result, recognized a non-cash, pre-tax asset impairment charge of $0.2 million.
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 approximate fair values as of September 30, 2022. See Note 8 for further information on the Company's consolidated financial statements.debt.
In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting," which amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017. The Company does not believe its implementation will have a material effect on the Company's consolidated financial statements.

NOTE 3--INVENTORIESNote 5: Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined by either specific identification or weighted average methods. The components of inventories are as follows:
(in thousands)September 30, 2022December 31, 2021
Raw materials$71,567 $48,745 
Work-in-process28,068 25,187 
Finished goods41,015 30,666 
140,650 104,598 
Less: inventory reserves(2,807)(1,349)
Inventories, net$137,843 $103,249 

Note 6: Property, Plant and Equipment
 Sep 30, 2017 Dec 31, 2016
Raw materials$36,226,019
 $31,973,073
Work-in-process9,574,418
 9,897,857
Finished goods24,705,618
 18,928,579
 $70,506,055
 $60,799,509

NOTE 4--INTANGIBLE ASSETS AND DEFERRED CHARGES
Deferred chargesProperty, plant and intangible assets totaled $21,700,496 at September 30, 2017 and $20,708,496 at December 31, 2016. Accumulated amortization of deferred charges and intangible assets totaled $10,121,040 at September 30, 2017 and $8,253,040 at December 31, 2016. Estimated amortization expense for the next five years is: remainder of 2017 - $629,558; 2018 - $2,344,404; 2019 - $2,155,832; 2020 - $1,997,565; 2021 - $1,899,298; and thereafter - $2,552,799.

NOTE 5--STOCK OPTIONS AND RESTRICTED STOCK

During the first nine months of 2017, no stock options were exercised by officers and employeesequipment consist of the Company. Stock compensation expense for the three and nine-month periods ended September 30, 2017 was $156,502 and $486,740, respectively, while stock compensation expense for the three and nine-month periods ended September 30, 2016 was $102,004 and $291,262, respectively.following:

(in thousands)September 30, 2022December 31, 2021
Land$723 $723 
Leasehold improvements3,807 4,641 
Buildings1,478 53 
Machinery, fixtures and equipment113,190 110,127 
Construction-in-progress3,171 1,900 
122,369 117,444 
Less: accumulated depreciation and amortization(79,193)(73,724)
Property, plant and equipment, net$43,176 $43,720 

Synalloy Corporation
13


Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Unaudited)The following table sets forth depreciation expense related to property, plant and equipment:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Cost of sales$2,112 $1,822 $6,198 $5,269 
Selling, general and administrative59 46 182 190 
Total depreciation$2,171 $1,868 $6,380 $5,459 

Note 7: Goodwill, Intangible Assets and Deferred Charges
Goodwill
During the three months ended September 30, 20172022, management revised the initial estimate of the fair value of property, plant and equipment acquired as part of the DanChem acquisition. As a result of this revision within the measurement period, goodwill was decreased by $1.2 million. The Company's goodwill balance of $11.4 million and $12.6 million as of September 30, 2022, and year ended December 31, 2021, respectively, was attributable to the Specialty Chemicals segment.

Intangible Assets
Intangible assets represent the fair value of intellectual, non-physical assets resulting from business acquisitions and are amortized over their estimated useful life using either an accelerated or straight-line method over a period ofeight to 15 years.
The balance of intangible assets subject to amortization are as follows:
(in thousands)September 30, 2022December 31, 2021
Intangible assets, gross$28,876 $28,876 
Accumulated amortization of intangible assets(17,082)(14,494)
Intangible assets, net$11,794 $14,382 
Estimated amortization expense related to intangible assets for the next five years are as follows:
(in thousands)
Remainder of 2022$816 
20231,683 
20241,648 
20251,467 
20261,226 
20271,036 
Thereafter3,918 

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.
The balance of deferred charges subject to amortization are as follows:
(in thousands)September 30, 2022December 31, 2021
Deferred charges, gross$398 $398 
Accumulated amortization of deferred charges(170)(96)
Deferred charges, net$228 $302 

14


Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 8: Debt
Short-term debt
On June 6, 2022, the Company entered into a note payable in the amount of $1.0 million with an interest rate of 2.77% maturing April 1, 2023. The agreement is associated with the financing of the Company's insurance premium in the current year. As of September 30, 2022, the outstanding balance was $0.6 million.
Long-term debt
Long-term debt consists of the following:
(in thousands)September 30, 2022December 31, 2021
Revolving line of credit, due January 15, 2025$68,309 $65,571 
Term loan, due January 15, 20254,286 4,821 
Total long-term debt72,595 70,392 
Less: Current portion of long-term debt(2,464)(2,464)
Long-term debt, less current portion$70,131 $67,928 
The Company and its subsidiaries have a Credit Agreement with BMO Harris Bank, N.A. ("BMO") which provides the Company with a four-year revolving credit facility with up to $150.0 million of borrowing capacity (the "Facility").
The initial borrowing capacity under the Facility totals $110.0 million consisting of a $105.0 million revolving line of credit and a $5.0 million delayed draw term loan. The revolving line of credit includes a $17.5 million machinery and equipment sub-limit which requires quarterly payments of $0.4 million with a balloon payment due upon maturity of the Facility in January 2025. The term loan requires quarterly payments of $0.2 million with a balloon payment due upon maturity of the Facility in January 2025.
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 portion of the Facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or (b) LIBOR plus 1.50%. Amounts outstanding under the delayed draw term loan portion of the Facility bear interest at LIBOR plus 1.65%. The Facility also provides an unused commitment fee based on the daily used portion of the Facility. The weighted average interest rate per annum was 2.94% as of September 30, 2022.
Pursuant to the Credit Agreement, the Company was required to pledge all of its tangible and intangible properties, including the stock and membership interests of its subsidiaries. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and (ii) 10% of the revolving credit facility (currently $10.5 million). As of September 30, 2022, the Company was in compliance with all debt covenants.
As of September 30, 2022, the Company had $36.7 million of remaining available capacity under its credit facility.
15

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 9: Leases
Balance Sheet Presentation
Operating and finance lease amounts included in the unaudited condensed consolidated balance sheet are as follows (in thousands):
ClassificationFinancial Statement Line ItemSeptember 30, 2022December 31, 2021
AssetsRight-of-use assets, operating leases$29,575 $30,811 
AssetsProperty, plant and equipment1,572 1,640 
Current liabilitiesCurrent portion of lease liabilities, operating leases1,041 1,104 
Current liabilitiesCurrent portion of lease liabilities, finance leases290 233 
Non-current liabilitiesNon-current portion of lease liabilities, operating leases31,190 32,059 
Non-current liabilitiesNon-current portion of lease liabilities, finance leases1,302 1,414 
Total Lease Cost
Individual components of the total lease cost incurred by the Company are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Operating lease cost1
$1,045 $1,026 $3,137 $3,072 
Finance lease cost:
Amortization of right-of-use assets71 13 204 33 
Interest on finance lease liabilities27 
Sublease income(32)— (96)— 
Total lease cost$1,093 $1,040 $3,272 $3,107 
1Includes 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 unaudited condensed consolidated statement of income.
During the fourth quarter of 2021, the Company entered into a sublease agreement with a third party to sublease a portion of the Palmer facility. 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 its pro rata share of certain costs, taxes and operating expenses related to the subleased space. The sublease includes an initial security deposit of $0.1 million.
Future expected cash receipts from the sublease as of September 30, 2022 are as follows:
(in thousands)Sublease Receipts
Remainder of 2022$32 
2023129 
2024132 
2025134 
2026137 
Thereafter1,490 
Total sublease receipts$2,054 
16

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Maturity of Leases
The amounts of undiscounted future minimum lease payments under leases as of September 30, 2022 are as follows:
(in thousands)OperatingFinance
Remainder of 2022$927 $83 
20233,645 311 
20243,667 257 
20253,687 244 
20263,703 244 
Thereafter39,917 570 
Total undiscounted minimum future lease payments55,546 1,709 
Imputed interest(23,315)(116)
Present value of lease liabilities$32,231 $1,593 
Lease Term and Discount Rate
Weighted-average remaining lease termSeptember 30, 2022December 31, 2021
Operating leases13.84 years14.43 years
Finance leases6.25 years7.07 years
Weighted-average discount rate
Operating leases8.31 %8.30 %
Finance leases2.34 %2.27 %
During the three and nine months ended September 30, 2022, the Company entered into new operating lease agreements resulting in an additional $0.2 million of right-of-use assets and lease liabilities.
Note 10: Shareholders' Equity
Share Repurchase Program
On February 8, 2017,17, 2021, the Compensation & Long-Term Incentive Committee (the "Committee")Board of Directors re-authorized the Company's share repurchase program. The previous share repurchase program had a term of 24 months and terminated on February 21, 2021. The share repurchase program allows for repurchase of up to 790,383 shares of the Company's Boardoutstanding 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 Directors approvedauthorized, but unissued shares of common stock grantsor 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.
During the three and nine months ended September 30, 2022, the Company purchased 30,200 shares under the Company's 2015 Stock Awards Plan to certain management employeesstock repurchase program at an average price of approximately $16.29 per share for an aggregate amount of $0.5 million. During the three and nine months ended September 30, 2021, the Company where 44,686purchased no shares with a market price of $12.30 per share were granted under the Plan. In connection with the stock awards amendment detailed in the following paragraph, these stock awards vest in 33 percent increments annually on a cumulative basis, beginning one year after the daterepurchase program.
As of grant from shares held in treasury with the Company. In order for the awards to vest, the employee must be in the continuous employment ofSeptember 30, 2022, the Company sincehas 760,183 shares of its share repurchase authorization remaining.
17

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 11: Earnings Per Share
The following table sets forth the datecomputation of the award. Any portion of an award that has not vested is forfeited upon termination of employment. The Company may terminate any portion of the award that has not vested upon an employee's failure to comply with all conditions of the award or the 2015 Stock Awards Plan. An employee is not entitled to any voting rights with respect to any shares not yet vested,basic and the shares are not transferable.diluted earnings per share:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share data)2022202120222021
Numerator:  
Net income$624 $8,199 $21,941 $12,179 
Denominator:  
Denominator for basic earnings per share - weighted average shares10,253 9,287 10,235 9,237 
Effect of dilutive securities:  
Employee stock options and stock grants212 116 172 111 
Denominator for diluted earnings per share - weighted average shares10,465 9,403 10,407 9,348 
Net income per share:
Basic$0.06 $0.88 $2.14 $1.32 
Diluted$0.06 $0.87 $2.11 $1.30 
Effective May 1, 2017, the Company's Board of Directors approved the First Amendment to the 2015 Stock Awards Plan. The amendment grants the Committee the authority to establish and amend vesting schedules for stock awards made pursuant to the 2015 Stock Awards Plan. On May 9, 2017, the Committee approved the amendment of the vesting schedules for the May 5, 2016 and February 8, 2017 stock grants reducing the vesting period from five years to three years.
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. ForThe Company had an insignificant number of shares that were anti-dilutive for the three and nine months ended September 30, 20172022. The Company had 0.3 million and September 30, 2016 the Company had weighted average0.2 million shares of common stock inthat were anti-dilutive for both the form of stock grantsthree and options, of 144,064 and 311,537, respectively, which were not included in the diluted earnings per share calculation as their effect was anti-dilutive.nine months ended September 30, 2021.

NOTE 6--INCOME TAXESNote 12: Income Taxes
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 20142018 or state income tax examinations for years before 2012.2017. During the three and nine months ended September 30, 2022 and 2021, the Company did not identify nor reserve for any unrecognized tax benefits.
Our income tax provision and overall effective tax rates for the periods presented are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Income tax provision$234 $2,179 $3,573 $3,235 
Effective income tax rate27.3 %21.0 %14.0 %21.0 %

The effective tax rate was 30 percent27.3% and 28 percent14.0% for the three and nine-month periodsnine months ended September 30, 2017, respectively.2022. The 2017three months ended September 30, 2022, effective tax rate was higher than the U.S. statutory rate 21.0% primarily due to lower quarter to date pretax earnings relative to permanent differences. The nine months ended September 30, 2022, effective tax rate was lower than the U.S. statutory rate of 34 percent21.0% primarily dueto the year-to-date release of federal valuation allowances.
In prior years, primarily due to statethe historical losses, the Company established valuation allowances against its certain deferred tax expenseassets. At each reporting date, the Company considers new evidence, both positive and other permanent differences, mainlynegative, that could affect its view of the manufacturer's exemption. The effectivefuture realization of its deferred tax rate was 34 percent and 25 percentassets. When the Company is able to demonstrate that it could generate taxable income on a sustained basis, its conclusion could change regarding the need for valuation allowance against its deferred tax assets.
During the three and nine- month periodsnine months ended September 30, 2016, respectively.2022, the Company continued to generate pre-tax profits and as a result of sustained profitability evidenced by a strong earnings history and additional positive evidence, the Company determined it was more likely than not it would be able to support realization of certain deferred tax assets and released valuation allowances of $1.9 million. The nine-month effectiveremaining valuation allowances relate to certain U.S. state deferred tax rate was lower thanassets that are not considered realizable based on the 34 percent statutory rate primarily due to state tax expense and a one-time permanent difference relating to cash surrender proceeds on certain life insurance policies reducing the amountassessment of tax benefitall available evidence as of the pre-tax loss for that period.September 30, 2022.

Synalloy Corporation18


Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017

NOTE 7--SEGMENT INFORMATION

The following table summarizes certain information regarding segments of the Company's operations:
 Three Months Ended Nine Months Ended
 Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016
Net sales       
Metals Segment$43,022,833
 $22,290,752
 $111,821,115
 $68,331,389
Specialty Chemicals Segment11,573,091
 12,006,479
 36,489,433
 37,184,522
 $54,595,924
 $34,297,231
 $148,310,548
 $105,515,911
Operating (loss) income       
Metals Segment$(1,323,801) $(1,013,669) $2,479,963
 $(3,434,725)
Gain (loss) on sale-leaseback59,901
 (2,226,037) 179,703
 (2,226,037)
Total Metals segment(1,263,900) (3,239,706) 2,659,666
 (5,660,762)
        
Specialty Chemicals Segment1,126,994
 1,417,116
 3,725,030
 3,949,453
Gain (loss) on sale-leaseback23,667
 (229,309) 71,002
 (229,309)
Total Specialty Chemicals segment1,150,661
 1,187,807
 3,796,032
 3,720,144
        
Unallocated straight line lease cost101,633
 
 304,898
 
Unallocated corporate expenses1,452,731
 1,713,684
 4,407,563
 4,335,756
Acquisition related costs37,402
 1,034
 782,397
 76,091
Operating (loss) income(1,705,005) (3,766,617) 960,840
 (6,352,465)
Interest expense279,598
 272,987
 715,131
 822,426
Change in fair value of interest rate swaps(8,497) (115,328) (33,000) 276,512
Earn-out adjustment62,804
 
 145,200
 
Other income, net(316,158) 
 (316,158) 
(Loss) income from continuing operations       
before income taxes$(1,722,752) $(3,924,276) $449,667
 $(7,451,403)
        
 As of  
 Sep 30, 2017 Dec 31, 2016    
Identifiable assets       
Metals Segment$130,500,181
 $109,689,477
    
Specialty Chemicals Segment25,957,147
 22,907,672
    
Corporate5,976,337
 6,040,914
    
 $162,433,665
 $138,638,063
    
Goodwill       
Metals Segment$4,648,795
 $
    
Specialty Chemicals Segment1,354,730
 1,354,730
    
 $6,003,525
 $1,354,730
    

Synalloy Corporation

Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017

NOTE 8--FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company makes estimates of fair value in accounting for certain transactions, in testingthree and measuring impairment and in providing disclosures of fair value in its condensed consolidated financial instruments. The Company determines the fair values of its financial instruments for disclosure purposes by maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Fair value disclosures for assets and liabilities are grouped into three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are less active.
Level 3 - Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques.
As of September 30, 2017 and December 31, 2016, the carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and borrowings under the Company's bank debt, which are based on variable interest rates, approximate their fair value.
During the third quarter of 2017, the Company sold all of its shares of Level 1 available for sales securities. Proceeds from the sale totaled $4,141,564 which resulted in a realized gain of $310,043 which is included in other income on the accompanying condensed consolidated statements of operations. As a result of the sale, unrealized gains, net of tax, of $366,346 were reclassified out of accumulated other comprehensive income ("AOCI") with the realized gain on sale included in earnings which reduced the balance of AOCI to zero at September 30, 2017. The Company used the average cost method to determine the realized gain or loss for each transaction.
Estimates of fair value using levels 2 and 3 may require judgments as to the timing and amount of cash flows, discount rates, and other factors requiring significant judgment, and the outcomes may vary widely depending on the selection of these assumptions. The Company's most significant fair value estimates as of September 30, 2017 and December 31, 2016 relate to the purchase price allocation relating to the acquisition of the stainless steel operations of Marcegaglia USA, Inc. ("MUSA"), contingent consideration liability, testing goodwill for impairment, the interest rate swap, the nickel forward option contracts and disclosures of the fair values of financial instruments.
The Company has one interest rate swap contract, which is classified as a Level 2 financial instrument as it is not actively traded and is valued using pricing models that use observable market inputs. The fair value of the contract was an asset of $64,285 and $31,285 at September 30, 2017 and December 31, 2016, respectively. The interest rate swap was priced using discounted cash flow techniques which are corroborated by using non-binding market prices. Changes in its fair value were recorded to other income (expense) with corresponding offsetting entries to long-term assets or liabilities, as appropriate. Significant inputs to the discounted cash flow model include projected future cash flows based on projected one-month LIBOR and the average margin for companies with similar credit ratings and similar maturities. The fair value of this interest rate swap contract approximates its carrying value.
To manage the impact on earnings of fluctuating nickel prices, the Company enters into six-month forward option contracts, which are classified as Level 2. At September 30, 2017, the Company had contracts in place with notional quantities totaling approximately 2,100,000 pounds with strike prices ranging from $3.49 to $4.57 per pound. At December 31, 2016, the Company had contracts in place with notional quantities totaling approximately 340,000 pounds with strike prices ranging from $3.92 to $5.30 per pound. The fair value of the option contracts were an asset of $172,030 and $87,283 at September 30, 2017 and December 31, 2016, respectively. The fair value of the contracts was priced using discounted cash flows techniques based on forward curves and volatility levels by asset class determined on the basis of observable market inputs, when available. Changes in their fair value were recorded to cost of goods sold with corresponding offsetting entries to other current assets. The fair value of the forward option contracts approximates their carrying value.
The fair value of contingent consideration liabilities ("earn-out") resulting from the MUSA acquisition discussed in Note 9 is classified as Level 3. The fair value was estimated by applying the Monte Carlo Simulation approach using management's projection
Synalloy Corporation

Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017

of pounds shipped and price per unit. Each quarter-end the Company re-evaluates its assumptions and adjusts to the estimated present value of the expected payments to be made.
The following table presents a summary of changes in fair value of the Company's Level 3 liability during the period:
  Level 3 Inputs
Balance at December 31, 2016 $
Fair value of the earn-out liability from the MUSA acquisition 4,663,783
Earn-out payments to MUSA sellers (518,456)
Change in fair value during the period 145,200
Balance at September 30, 2017 $4,290,527
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 in the nine-month period ended September 30, 2017 or year ended December 31, 2016. During the first nine months of 2017, there have been no changes in the fair value methodologies used by the Company.

NOTE 9--ACQUISITIONS
Acquisition of the Stainless Pipe and Tube Assets of Marcegaglia USA, Inc.
On December 9, 2016, the Company's subsidiary Bristol Metals, LLC ("BRISMET"), entered into a definitive agreement to acquire the stainless steel pipe and tube assets of MUSA located in Munhall, PA (the "Bristol Metals-Munhall") to enhance its on-going business with additional capacity and technological advantages. The transaction closed on February 28, 2017 and was funded through an increase to the Company's current credit facility (See Note 10). The purchase price for the transaction, which excludes real estate and certain other assets, totaled $14,953,513. The assets purchased from MUSA include inventory, production and maintenance supplies and equipment. In accordance with the agreement, on December 9, 2016, BRISMET entered into an escrow agreement and deposited $3,000,000 into the escrow fund. The deposit was remitted to MUSA at the close of the transaction and was reflected as a credit against the purchase price.
The transaction was accounted for using the acquisition method of accounting for business combinations. Under this method, the total consideration transferred to consummate the acquisition 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 acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets, if any, acquired and liabilities assumed. Since the acquisition closed on February 28, 2017, the allocation of the consideration transferred in the consolidated financial statements is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. Such adjustments could be significant. The final valuation is expected to be completed as soon as practicable but no later than twelve months after the closing date of the acquisition ("measurement period").
MUSA will receive quarterly earn-out payments for a period of four years following closing. Aggregate earn-out payments will be at least $3,000,000, with no maximum. Actual payouts will equate to three percent of BRISMET’s incremental revenue, if any, from the amount of small diameter stainless steel pipe and tube (outside diameter of ten inches or less) sold. At February 28, 2017, the acquisition date, the Company forecasted earn out payments to be $4,063,204, which was discounted to a present value of $3,604,330 using a discount rate applicable to future revenue of five percent. In determining the appropriate discount rate to apply to the contingent payments, the risk associated with the functional form of the earn-out, the credit risk associated with the payment of the earn-out and the methodology to quantify the earn-out were all considered. The fair value of the contingent consideration was estimated by applying the Monte Carlo Simulation approach using management's estimates of pounds shipped.
In the second quarter of 2017, Management adjusted the selling price used in the earn-out calculation associated with the MUSA Stainless Acquisition. Since this adjustment was determined within the measurement period, the beginning earn-out liability and goodwill were increased by $1,059,453. Goodwill related to Bristol Metals-Munhall increased from $3,589,342 to $4,648,795 and the fair value on contingent consideration was increased from $3,604,330 to $4,663,783.
Synalloy Corporation

Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017

The total purchase price was allocated to BRISMET's Munhall facility's net tangible and identifiable intangible assets based on their estimated fair values as of February 28, 2017. The finalization of these allocations is subject to change based on the results of the final review and acceptance of the independent appraiser’s valuation report, which is expected to be completed within the measurement period. The fair value assigned to the customer list intangible will be amortized on an accelerated basis over 15 years. The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets and liabilities is reflected as goodwill. Goodwill consists of manufacturing cost synergies expected from combining MUSA's laser mill capabilities acquired as part of Bristol Metals-Munhall with BRISMET's current operations. All of the goodwill recognized was assigned to the Company's Metals Segment and is expected to be deductible for income tax purposes.

The following table shows the initial estimate of value as reported at March 31, 2017 and revisions made during the second quarter of 2017:
 Initial Revised
 estimateRevisionsestimate
Inventories$5,434,000
$
$5,434,000
Other current assets - production and maintenance supplies1,548,701

1,548,701
Equipment7,576,733

7,576,733
Customer list intangible992,000

992,000
Goodwill3,589,342
1,059,453
4,648,795
Contingent consideration(3,604,330)(1,059,453)(4,663,783)
Other liabilities assumed(582,933)
(582,933)
 $14,953,513
$
$14,953,513
Bristol Metals-Munhall's results of operations since acquisition are reflected in the Company's consolidated statements of operations. The amount of Bristol Metals-Munhall's revenues and pre-tax loss included in the consolidated statements of operations for the three months ended September 30, 2017 was $8,675,1042021, effective tax rates approximated the U.S. statutory rate of 21.0%.
Note 13: Commitments and $621,881, respectively. For the nine-month period ended September 30, 2017, Bristol Metals-Munhall's revenues and pre-tax loss were $17,087,030 and $259,801, respectively. The following unaudited pro-forma information is provided to present a summary of the combined results of the Company's operations with Bristol Metals-Munhall as if the acquisition had occurred on January 1, 2016. The unaudited pro-forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above. The three months ended September 30, 2017 are not presented as those results already include Bristol Metal-Munhall's results.
Synalloy Corporation

Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017

Pro-Forma (Unaudited)
   Three Months Ended
   Sep 30, 2016
Pro-forma revenues

 $40,172,000
Pro-forma net loss

 (3,573,000)
Loss per share:   
   Basic

 $(0.41)
   Diluted

 $(0.41)
    
 Nine Months Ended
 Sep 30, 2017 Sep 30, 2016
Pro-forma revenues$153,235,000
 $122,117,000
Pro-forma net income (loss)368,000
 (7,347,000)
Earnings (loss) per share:   
   Basic$0.04
 $(0.85)
   Diluted$0.04
 $(0.85)
The pro-forma calculation excludes non-recurring acquisition costs of $698,587 which were incurred by the Company during 2017. The stainless steel operations of MUSA's historical financial results were adjusted for both years to eliminate interest expense charged by the prior owner. Pro-forma net income was reduced for both years for the amount of amortization on MUSA's customer list intangible and an estimated amount of interest expense associated with the additional line of credit borrowings.

NOTE 10--LONG-TERM DEBT
Pursuant to the Credit Agreement in place with the Company's bank, the Company is subject to certain covenants including maintaining a minimum fixed charge coverage ratio and a limitation on the Company’s maximum amount of capital expenditures per year, which is in line with currently projected needs. At September 30, 2017, the Company was in compliance with all debt covenants.

NOTE 11--CONTINGENCIESContingencies
The Company is from time-to-time subject to various claims, possible legal actions for product liability and other damages, and other matters arising out of the normal conduct of the Company's business.
In January 2014, a Metals Segment customer filed suit against Palmer and Synalloy and another unrelated defendant in Texas state court alleging breach of warranty, among other claims. The plaintiff’s claim for damages did not state a dollar amount. This matter arose out of products manufactured and sold by Palmer prior to Synalloy’s acquisition of all of Palmer's outstanding stock in August 2012. In August and September 2016, the parties to the lawsuit tried the matter in a bench trial in the District Court of Harris County, Texas, 333rd Judicial District (the “Court”). On December 31, 2016 (but made available to the parties to the lawsuit on January 3, 2017), the Court entered final judgment in favor of the Plaintiff and Synalloy and against Palmer. The Court ordered Palmer to pay the plaintiff approximately $8,600,000 in damages, plus pre- and post-judgment interest, and approximately $1,040,000 in attorneys’ fees. The Court ruled Synalloy had no liability to the plaintiff. At December 31, 2016, the Company recorded $11,000,000 in accrued expenses and current assets to reflect the legal liability and corresponding indemnified receivable due from the former shareholders of Palmer. Palmer filed a motion for a new trial with the Court at the end of January 2017, which the court denied. On June 30, 2017, the plaintiff entered into settlement agreements with Palmer/Synalloy and the former shareholders of Palmer, respectively, pursuant to which, the parties agreed to settle and release the judgment in full. On August 31, 2017, the former shareholders of Palmer satisfied the financial conditions specified in their settlement agreement with the plaintiff, and the plaintiff filed a Release of Final Judgment with the Court. Because the former shareholders of Palmer were contractually bound, pursuant to the Stock Purchase Agreement by and among Synalloy and the former shareholders dated August
Synalloy Corporation

Notes to Condensed Consolidated Financial Statements
(Unaudited)

September 30, 2017

10, 2012, to hold harmless and indemnify Synalloy and Palmer from any and all costs and damages, including the judgment described above and all associated attorneys' fees, arising out of this matter, neither Synalloy nor Palmer contributed to the payments required by the settlement agreements. The legal liability and corresponding indemnified receivable due from the former shareholders of Palmer were reduced to zero at August 31, 2017.
On March 11, 2016, in a suit filed by a Metals Segment customer against Synalloy Fabrication, LLC (discontinued operation), the United States District Court of Maryland (Baltimore Division) granted summary judgment regarding liability in favor of the plaintiff by ruling that an enforceable contract existed between the parties and the Company breached the agreement. As a result of this ruling, the remaining issue in the case was the amount of the plaintiff's damages. Consequently, the Company increased the facility closing liability to a level of $3,000,000 for the estimated costs associated with this claim for the year ended December 31, 2015. In June 2016, the matter was settled for damages totaling $3,100,000. As a result, the Company increased the facility closing liability and made a payment of $2,500,000 in June 2016. The remaining balance of $600,000 was paid in September 2016. The amount required to adjust the facility closing reserve as a result of the settlement is included in discontinued operations on the accompanying consolidated statements of operations.
Other than the matters discussed in this note, managementManagement is not currently aware of any other asserted or unasserted matters which could have a material effect on the financial condition or results of operations of the Company.

Note 14: Industry Segments
NOTE 12-- SALE LEASEBACK TRANSACTIONAscent Industries Co. has two reportable segments: Tubular Products and Specialty Chemicals. The Tubular Products segment includes the operating results of the Company’s plants involved in the production and distribution of stainless steel, galvanized steel and seamless carbon pipe and tube. The Tubular Products segment includes the operating results of our Palmer business in Andrews, Texas currently held for sale, which will be removed from the segment beginning in 2023. 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.
Rent expense
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 products for the sale-leaseback transactionpulp and paper, coatings, adhesives, sealants and elastomers (CASE), textile, automotive, household, industrial and institutional ("HII"), agricultural, water and waste-water treatment, construction, oil and gas and other industries.

The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measures being operating income and Adjusted earnings (loss) before interest, income taxes, depreciation and amortization. Adjusted earnings (loss) before interest, income taxes, depreciation and amortization excludes certain items that management believes are not indicative of future results.

The accounting principles applied at the operating segment level are the same as those applied at the consolidated financial statement level. Intersegment sales and transfers are eliminated at the corporate consolidation level.
19

Ascent Industries Co.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes certain information regarding segments of the Company's operations:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2022202120222021
Net sales
Tubular Products$72,839 $70,127 $248,517 $193,438 
Specialty Chemicals27,328 16,055 84,070 45,609 
$100,167 $86,182 $332,587 $239,047 
Operating income
Tubular Products$4,509 $11,711 $31,935 $21,793 
Specialty Chemicals1,097 1,356 6,111 1,999 
Corporate
Unallocated corporate expenses3,890 2,009 10,241 5,138 
Acquisition costs and other149 201 837 201 
Proxy contest costs and recoveries— — — 168 
Earn-out adjustments— 160 (7)1,430 
Total Corporate4,039 2,370 11,071 6,937 
Operating income1,567 10,697 26,975 16,855 
Interest expense827 329 1,637 1,068 
Loss on extinguishment of debt— — — 223 
Change in fair value of interest rate swap— — — (2)
Other, net(118)(10)(176)152 
Income before income taxes$858 $10,378 $25,514 $15,414 
As of
(in thousands)September 30, 2022December 31, 2021
Identifiable assets
Tubular Products$190,646 $160,625 
Specialty Chemicals$77,391 72,908 
Corporate$31,405 32,469 
$299,442 $266,002 
Note 15: Subsequent Events
During the fourth quarter of 2022, the Company entered into an amended sublease agreement with a third party to sublease the entirety of the Palmer facility. The sublease agreement amends the previous sublease agreement entered into in the fourth quarter of 2021 and continues through the remaining term of the Master Lease Agreement. The sublease will expire on September 30, 2016 totaled $574,633 and $1,723,898 for the three and nine-month periods ended September 30, 2017, respectively. Rent expense began2036, unless terminated in October 2016 and therefore no rent expense was recognized for the three and nine-month periods ended September 30, 2016. The amount of future minimum lease payments under the sale-leaseback transaction are as follows: remainder of 2017 - $482,460; 2018 - $1,939,489; 2019 - $1,978,279; 2020 -$2,017,845; 2021 -$2,058,201; and thereafter - $35,602,349. In accordance with the agreement, the amountamended sublease agreement. The sublease provides for an annual base rent of future lease payments as of September 30, 2017 includes a rent escalator equal to two percent.
Losses on the sale-leaseback transaction of $2,455,347 were recognized and reflectedapproximately $0.5 million in the accompanying condensed statementfirst year, which increases on an annual basis by 2.0%. The sublessee is responsible for its pro rata share of operations forcertain costs, taxes and operating expenses related to the three and nine-month periods ended September 30, 2016. In addition, transaction closing costssubleased space. The sublease includes an initial security deposit of $102,000 were included in "Selling, general, and administrative expense" on the condensed statement of operations for the third quarter and nine months ended September 30, 2016. The deferred gain recognized on the sale-leaseback transaction is amortized on the straight-line method over the life of the lease of 20 years. Deferred gain amortization began in October 2016 and totaled $83,568 and $250,705 for the three and nine-month periods ended September 30, 2017. The current portion of the deferred gain of $334,273 is included in "Accrued expenses" and the long-term portion of the deferred gain of $6,016,918 is included in "Long-term portion of deferred gain on sale-leaseback" in the accompanying condensed consolidated balance sheets.$0.1 million.


20
NOTE 13--SUBSEQUENT EVENTS

On October 4, 2017, the Company declared a $0.13 cash dividend. The dividend totaling approximately $1,100,000 was paid on November 6, 2017.

On October 30, 2017, the Company amended its Credit Agreement with its bank to increase the limit of the asset-based revolving line of credit by $20,000,000 to a maximum of $65,000,000 and extended the maturity date to October 30, 2020. None of the other provisions of the Credit Agreement were changed as a result of this amendment.


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

The following is management'sThis discussion of certainand analysis summarizes the significant factors that affected the Companyaffecting our consolidated operating results, liquidity, and capital resources during the three and nine-month periodsnine months ended September 30, 2017.2022 and 2021, respectively. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the Annual Report), as well as the condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) contained in this report. Unless otherwise specified, all comparisons made are to the corresponding period of 2021. This discussion and analysis is presented in five sections:
Executive Overview
Results of Operations and Non-GAAP Financial Measures
Liquidity and Capital Resources
Material Cash Requirements from Contractual and Other Obligations
Critical Accounting Policies and Estimates
21


Executive Overview
Name Change
On August 5, 2022, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation to change our corporate name from Synalloy Corporation to Ascent Industries Co., effective August 10, 2022.
Third Quarter 2022 Highlights
Consolidated net sales for the third quarter of 20172022 were $54,596,000,$100.2 million increasing 16.2%, or $14.0 million, compared to the third quarter of 2021. The increase was primarily driven by increases in average selling price as well as the Company's acquisition of DanChem in the fourth quarter of 2021, which is discussed in more detail in Note 2 of the notes to the unaudited condensed consolidated financial statements, partially offset by a decrease in pounds shipped. Excluding the DanChem acquisition, net sales increased 6.6%, or $5.7 million, over the third quarter of 2021.
Consolidated net income decreased to $0.6 million, or $0.06 diluted earnings per share, in the third quarter of 2022, compared to net income of $8.2 million, or $0.87 diluted earnings per share, in the third quarter of 2021. Excluding the DanChem acquisition, consolidated net income decreased to $1.4 million and earnings per share decreased to $0.13 diluted earnings per share.
During the quarter, the Company used $1.6 million for capital expenditures focusing on growth and maintenance projects to continue to improve operational efficiencies.
In the third quarter of 2022, we delivered another quarter of financial performance with our sixth consecutive quarter of top line year-over-year growth and positive earnings with both segments delivering strong top line growth. We continue to experience varying levels of inflation, increased shipping and transportation costs and increased labor and raw material costs in both segments of our business caused by current economic conditions, however we have continued to manage the impacts of significant changes in inflation rates and other economic disruptions through our customer relationships, continued pass through of rising input and other raw material costs and a continued focus on operational productivity in our facilities. During the quarter we continued to make progress on our transformation efforts and strategic priorities by investing in upgrades and new equipment at our facilities to further enhance and improve manufacturing processes, continued to focus on operational efficiencies within our facilities and continued efforts to maximize our working capital use. During the quarter, we also repurchased 30,200 shares for $0.5 million through our share repurchase program as part of our continued efforts to create sustainable value for our shareholders.
The third quarter of 2022 includes $8.3 million in net sales and $0.7 million in operating loss attributable to the DanChem operations acquired in the fourth quarter of 2021.

Nine Months Ended September 30, 2022 Highlights
Consolidated net sales for the first nine months of 2022 were $332.6 million increasing 39.1%, or $93.5 million, compared to the first nine months of 2021. The increase was primarily driven by increases in average selling price as well as the Company's acquisition of DanChem in the fourth quarter of 2021, which is discussed in more detail in Note 2 of the notes to the unaudited condensed consolidated financial statements, partially offset by a decrease in pounds shipped. Excluding the DanChem acquisition, net sales increased 29.0%, or $69.4 million, over the first nine months of 2021.
Consolidated net income increased to $21.9 million, or $2.11 diluted earnings per share, in the first nine months of 2022, compared to net income of $12.2 million, or $1.30 diluted earnings per share, in the first nine months of 2021. Excluding the DanChem acquisition, consolidated net income increased to $22.3 million and earnings per share increased to $2.14 diluted earnings per share.
During the first nine months of 2022, the Company generated cash flows from operating activities of $1.0 million compared to $16.2 million in the first nine months of 2021. The decrease is primarily driven by increased working capital use due to the rise in raw material costs partially offset by increased profitability. The Company also used $4.3 million for capital expenditures during the first nine months of 2022 compared to $0.8 million in the first nine months of 2021. The increase in capital expenditures was primarily driven by growth and maintenance projects to continue to improve operational efficiencies.
The first nine months of 2022 includes $24.2 million in net sales and $0.3 million in operating loss attributable to the DanChem operations acquired in the fourth quarter of 2021.

22


Macroeconomic Events
In February 2022, the United States announced targeted economic sanctions on Russia in response to the military conflict in Ukraine. As our operations are located in North America, we have no direct exposure to Russia and Ukraine. However, we are actively monitoring the broader economic impact of the crisis, especially the potential impact on commodity and fuel prices, and the potential decreased demand for our products.

There are additional macroeconomic uncertainties, including continued global supply chain constraints, labor shortages and the continuing impact of inflation, which continues to impact the Company's raw material and distribution costs. The Company continues efforts to implement price increases to offset these inflationary pressures and continues to take action to improve working capital and evaluate other opportunities to maintain and improve financial performance in the short and long term.
Results of Operations
Consolidated Performance Summary
Consolidated net sales for the third quarter of 2022 were $100.2 million, an increase of $20,299,000$14.0 million, or 59 percent when16.2%, compared to net sales for the third quarter of 2016 of $34,297,000. Net2021. The increase in net sales was primarily driven by a 38.7% increase in average selling price partially offset by a 16.8% decrease in pounds shipped. Excluding DanChem, net sales increased $5.7 million, or 6.6%, to $91.9 million primarily driven by a 40.8% increase in average selling price partially offset by a 23.6% decrease in pounds shipped.
Consolidated net sales for the first nine months of 20172022 were $148,311,000,$332.6 million, an increase of $42,795,000$93.5 million, or 41 percent when39.1%, compared to net sales for the same periodnine months of 2021. The increase in net sales for the prior year. first nine months of 2022 was primarily driven by a 51.9% increase in average selling price partially offset by a 9.9% decrease in pounds shipped. Excluding DanChem, net sales increased $69.4 million, or 29.0%, to $308.4 million primarily driven by a 53.4% increase in average selling price partially offset by a 15.8% decrease in pounds shipped.
For the third quarter of 2017, the Company recorded net loss from continuing operations2022, consolidated gross profit decreased 35.8% to $11.6 million, or 11.5% of $1,207,000, or $0.14 per share,sales, compared to a net loss from continuing operations$18.0 million, or 20.9% of $2,608,000 or $0.30 loss per sharesales in the third quarter of 2021. The decrease for the samethird quarter in the prior year.of 2022 was attributable to continued increasing raw material costs, freight costs, and other manufacturing costs partially offset by increased selling prices. For the first nine months of 2017, net income from


continuing operations was $325,000,2022, consolidated gross profit increased 34.6% to $54.9 million, or $0.04 per share. This compares16.5% of sales, compared to a net loss from continuing operations$40.8 million, or 17.1% of $5,658,000, or $0.64 loss per sharesales in the first nine months of 2021. The increase for the first nine months of 2016.2022 was attributable to increased selling prices partially offset by increasing raw material costs, freight costs, other manufacturing costs.
The third quarterConsolidated selling, general, and first nine-month periods of 2017 include financial results in the Company's Metals Segment related to the acquisition of Bristol Metals-Munhall, which closed on February 28, 2017, including net sales of $8,675,000 and $17,087,000, respectively, operating losses of $622,000 and $260,000 , respectively, and pretax acquisition transaction related charges totaling $186,000 and $1,188,000 respectively.

Metals Segment
Metals Segment net salesadministrative expense (SG&A) for the third quarter of 2017 totaled $43,023,000, an increase2022 increased $3.0 million to $9.9 million, or 9.8% of $20,732,000sales, compared to $6.9 million, or 93 percent from8.1% of sales in the third quarter of 2016. Excluding Bristol Metals-Munhall, third quarter net sales were up 54 percent over the same period last year. Sales2021. Consolidated SG&A expense for the first nine months of 2017 were $111,821,000, an increase2022 increased $5.2 million to $27.1 million, or 8.2% of $43,490,000sales, compared to $21.9 million, or 64 percent from 2016. Excluding Bristol Metals-Munhall, year to date net9.2% of sales were up 39 percent. Each product line in the Metals Segment showed positive sales growth, including sequential quarterly gains, and gains against the prior year’s quarter and on a year to date basis. Salesfirst nine months of seamless carbon pipe were up 84 percent over last year’s third quarter and up 74 percent year to date. Sales were affected during2021. The increase in SG&A expense for the third quarter and first nine months of 2017 due to third quarter shipments and order activity across2022 was primarily driven by the businessesacquisition of DanChem in the Metals Segment showing improvement over the first and second quarters and are summarized as follows:
 Sales Increase (decrease) from prior year period
 $%Average selling price
Units
shipped
Third quarter    
Storage tank and vessel$3,116,000
68.7%31.0%37.7%
Seamless carbon steel pipe and tube3,049,000
84.2%13.8%70.4%
Stainless steel pipe  (1)
14,567,000
103.0%(27.4)%130.4%
   Total third quarter change$20,732,000
   
        (1) Excluding Bristol Metals - Munhall5,892,000
41.7%(4.4)%46.1%
     
First nine months    
Storage tank and vessel$5,770,000
40.6%27.9%12.7%
Seamless carbon steel pipe and tube8,011,000
74.4%4.5%69.9%
Stainless steel pipe(2)
29,709,000
68.5%(6.2)%74.7%
   Total first nine months change$43,490,000
   
        (2) Excluding Bristol Metals - Munhall12,622,000
29.1%5.6%23.5%

The Metals Segment's operating loss from continuing operations improved $1,976,000 to a loss of $1,264,000 for the thirdfourth quarter of 20172021 as well as increases in professional fees, incentive bonus expense, and bad debt expense, lower realized gains on the disposal of assets compared to a loss of $3,240,000 for the third quarter of 2016. For the first nine months of 2017,prior year partially offset by lower salaries, wages and benefits.
Consolidated operating income from continuing operations for the Metals Segment increased $8,321,000 to an operating profit of $2,660,000 compared to a loss of $5,661,000 for the same period of 2016. Current year operating results were affected by the following factors:
a)The addition of Bristol Metals-Munhall operations as noted above.
b)Nickel prices and resulting surcharges for 304 and 316 alloys experienced a sharp decline in the third quarter when compared to the first half of 2017. Surcharges for both alloys declined by $.13 per pound in the third quarter, generating Metals Segment inventory price changes losses of $1,978,000, up from the prior year’s inventory price changes losses of $1,255,000. The current quarter’s inventory price changes losses more than offset the first six months’ inventory price changes gains of $719,000, resulting in a year to date inventory price changes loss totaling $1,259,000.
c)Margins in the stainless steel business continued to be negatively impacted during 2017. Special alloy sales were at historically low levels due to a lower incidence of project work in the downstream energy markets. While special alloy shipments as a percentage of total sales at the Bristol facility improved marginally, the decline in shipments of larger diameter pipe (14 inches and up) offset any improvement in alloy mix.


d)Operating income from both seamless carbon pipe and tube and storage tanks and vessels continued to show solid improvement over the prior year.
e)A $2,229,000 charge in the third quarter 2016 associated with the book loss on three Metal Segment properties sold as part of the sale-leaseback transaction closed in 2016 with no comparable loss recognized in 2017.

Specialty Chemicals Segment
Net sales for the Specialty Chemicals Segment in the third quarter of 2017 were $11,573,000, representing a $433,000 or four percent decrease from2022 totaled $1.6 million compared to operating income of $10.7 million in the samethird quarter of 2016. Net sales2021. The operating decrease in the third quarter of 2022 was primarily driven by the aforementioned decrease in gross margin and increases in SG&A costs partially offset by increases in average selling prices. Consolidated operating income for the first nine months of 2017 were $36,489,000, down $696,000 or two percent from 2016 results. The third quarter sales decrease was comprised of a two percent decrease in pounds sold and a two percent decrease in average selling price when2022 totaled $27.0 million, increasing 60.0% compared to the same periodoperating income of the prior year. For the first nine months, pounds sold decreased four percent and average selling price increased two percent. Net sales were negatively impacted during the third quarter and first nine months of 2017 by:
a) The loss of a single customer$16.9 million in the second half of 2016 that reduced sales in the first half of 2017 by $2,100,000. There was no impact from this customer loss in the third quarter of this year.
b) The ramp up of our new fire retardant customer at CRI Tolling has not gone as quickly as we had earlier projected. Shipments did commence in the second half of the third quarter and will continue to build into the fourth quarter of this year and the first quarter of 2018. Our agreement calls for an annual volume of 3 million pounds, the run rate, which we now expect to achieve in the first quarter of next year.
c) We experienced some delays in receipt of raw materials coming out of the Houston area following Hurricane Harvey.
Operating income for the Specialty Chemicals Segment for the third quarter of 2017 decreased $37,000 from the third quarter of 2016 to $1,151,000. Operating income for the Specialty Chemicals Segment for the first nine months of 2017 amounted to $3,796,000, a $76,000 or two percent2021. The operating increase from the same period for 2016. Operating income in the third quarter and year to date was negatively impacted by an increase to the allowance for doubtful accounts of $227,000 for one customer that became financially unstable during the quarter combined with higher legal fees of $81,000. The decrease in operating income was partially offset by a $229,000 charge in the third quarter 2016 associated with the book loss on two Specialty Chemicals Segment properties sold as part of the sale-leaseback transaction closed in 2016 with no comparable loss recognized in 2017.

Other Items
Consolidated selling, general and administrative expenses increased 13 percent to $6,588,000, or 12.1 percent of sales, from $5,815,000, 17.0 percent of sales, for the third quarter of 2017 compared to the third quarter of 2016. For the first nine months of 2017, consolidated selling, general and administrative expenses were $18,926,000, or 12.8 percent of sales, an increase of eleven percent from $17,041,000, or 16.2 percent of sales, for the first nine months of 2016. Approximately $411,000 and $783,000 of the increases arose from including Bristol Metals-Munhall's selling, general and administrative expenses in the third quarter and first nine months of 2017, respectively, with no comparable2022 was primarily driven by increases in average selling prices and a continued focus on operational productivity in our facilities partially offset by increases in raw material costs for 2016. The remainder of the change for both periods resulted from higher incentive based bonuses (up $233,000and increases in SG&A.
Tubular Products
Net sales for the Tubular Products segment in the third quarter and $1,008,000 forof 2022 totaled $72.8 million, an increase of $2.7 million, or 3.9%, from the third quarter of 2021. The increase was primarily driven by a 40.4% increase in average selling price partially offset by 25.2% decrease in pounds shipped. Net sales in the first nine months)months of 2022 totaled $248.5 million, an increase of $55.1 million, or 28.5%, increased sales commissions and wages (up $193,000 for the quarter and $337,000 forfrom the first nine months) and anmonths of 2021. The increase to the allowance for doubtful accounts (up $256,000 for the quarter and $224,000 for the first nine months)was primarily driven by a 54.8% increase in average selling price partially offset by lower professional fees (down $101,000 for the quarter and $220,000 for the first nine months), shelf registration costs (down $5,000 for the quarter and $145,000 for the first nine months) and lower travel expenses (down $30,000 for the quarter and $125,000 for the first nine months).16.7% decrease in pounds shipped.
Acquisition costs
23


The net sales increase for the third quarter of 20172022 compared to the third quarter of $186,000 (mainly in the Metals Segment cost of sales) and $1,188,0002021 is summarized as follows:
($ in thousands)$%Average selling priceUnits
shipped
Fiberglass and steel liquid storage tanks and separation equipment$98 51.7%(52.2)%220.4%
Heavy wall seamless carbon steel pipe and tube1,935 18.6%39.4%(14.9)%
Stainless steel pipe and tube3,978 8.2%63.7%(23.0)%
Galvanized pipe and tube(3,299)(29.4)%9.2%(35.4)%
   Total increase$2,712 

The net sales increase for the first nine months of 2017 ($782,000 in unallocated 2022 compared to the first nine months of 2021 is summarized as follows:
($ in thousands)$%Average selling priceUnits
shipped
Fiberglass and steel liquid storage tanks and separation equipment$(480)(54.4)%3.3%(58.1)%
Heavy wall seamless carbon steel pipe and tube7,435 25.3%42.0%(11.7)%
Stainless steel pipe and tube46,001 34.2%54.3%(13.1)%
Galvanized pipe and tube2,123 7.4%41.6%(24.1)%
   Total increase$55,079 
SG&A and $406,000 in Metals Segment cost of sales), resulted from costs associated with the Bristol Metals-Munhall acquisition.
Interest expense was $279,000 and $273,000 for the third quarter of 20172022 decreased to $3.8 million, or 5.2% of sales, compared to $4.0 million, or 5.7% of sales in the third quarter of 2021. The changes in SG&A were primarily driven by lower salaries, wages and 2016, respectively. Forbenefits and lower allocated costs in the current year compared to the prior year partially offset by increases in travel expense and bad debt expense.SG&A expense for the first nine months interest expenseof 2022 decreased to $715,000 for 2017 from $822,000 for 2016.
Due$11.8 million, or 4.7% of sales, compared to a higher projected$13.1 million, or 6.7% of sales of small diameter stainless-steel pipe and tube (outside diameter of ten inches or less) for the remainderfirst nine months of 2021. The changes in SG&A were primarily driven by lower professional fees and lower allocated costs in the measurement period,current year compared to the earn-out liability resultingprior year partially offset by increases in salaries, wages and benefits and travel expense.
Operating income decreased to $4.5 million for the third quarter of 2022 compared to $11.7 million for the third quarter of 2021. The current quarter decrease in operating income was primarily driven by increasing raw material costs, increased freight and scrap costs partially offset by average selling price increases due to pass through of raw material cost fluctuations. Operating income increased to $31.9 million for the first nine months of 2022 compared to $21.8 million for the first nine months of 2021. The first nine months of 2022 increase in operating income was primarily driven by average selling price increases due to pass through of raw material cost fluctuations partially offset by increased freight and scrap costs.
Specialty Chemicals
Net sales for the Specialty Chemicals segment in the third quarter of 2022 totaled $27.3 million, representing a $11.3 million, or 70.2%, increase from the third quarter of 2021. The increase was driven by a 64.3% increase in average selling price partially offset by a 2.9% decrease in pounds shipped. Excluding DanChem, net sales totaled $19.0 million, representing a $3.0 million, or 18.5%, increase primarily driven by a 49.8% increase in average selling price partially offset by a 21.0% decrease in pounds shipped.
Net sales for the Specialty Chemicals segment in the first nine months of 2022 totaled $84.1 million, representing a $38.5 million, or 84.3%, increase from the first nine months of 2021. The increase was driven by a 66.4% increase in average selling price and a 2.0% increase in pounds shipped. Excluding DanChem, net sales totaled $59.9 million, representing a $14.3 million, or 31.3%, increase primarily driven by a 51.8% increase in average selling price partially offset by a 14.0% decrease in pounds shipped.
SG&A expense for the third quarter of 2022 increased to $2.3 million, or 8.3% of sales, compared to $1.1 million, or 6.8% of sales in the third quarter of 2021. The increase in SG&A expense was primarily driven by amortization expense related to the DanChem acquired intangibles as well as increases in salaries, wages and benefits, incentive bonus expense, bad debt expense and professional fees in the period. Excluding DanChem, SG&A expense for the third quarter of 2022 decreased to $0.5 million compared to $1.1 million in the third quarter of 2021.
24


SG&A expense for the first nine months of 2022 increased to $5.4 million, or 6.5% of sales, compared to $4.1 million, or 9.0% of sales in the first nine months of 2021. The increase in SG&A expense was primarily driven by amortization expense related to the DanChem acquired intangibles as well as increases in salaries, wages and benefits, incentive bonus expense, bad debt expense and professional fees partially offset by lower share-based compensation expense. Excluding DanChem, SG&A expense for the first nine months of 2022 decrease to $1.4 million compared to $4.1 million in the first nine months of 2021.
Operating income decreased to $1.1 million for the third quarter of 2022 compared to operating income of $1.4 million for the third quarter of 2021. The decrease in operating income is primarily driven by the aforementioned increases in SG&A expense in the period. Operating income increased to $6.1 million for the first nine months of 2022 compared to $2.0 million for the first nine months of 2021. The increase in operating income is primarily driven by increases in average selling prices and the acquisition of Bristol Metals-Munhall wasDanChem in fourth quarter of 2021 partially offset by the aforementioned increases in SG&A expense.
Other Items
Unallocated corporate expenses for the third quarter of 2022 increased by $63,000 and $145,000$1.9 million, or 93.5%, to $3.9 million, or 3.9% of sales, compared to $2.0 million, or 2.3% of sales, in the prior year comparative period. Unallocated corporate expenses for the first nine months of 2022 increased $5.1 million, or 99.3%, to $10.2 million, or 3.1% of sales, compared to $5.1 million, or 2.2% of sales, in the prior year comparative period. The third quarter and first nine months of 2017.2022 increases resulted primarily from decreases in allocated costs, increases in professional fees, share based compensation, taxes, licenses and insurance and other corporate overhead costs partially offset by decreases in salaries, wages and benefits.


The Company purchased 225,000 shares of a potential acquisition targetInterest expense for $3,832,000 during the second quarter of 2017. During the third quarter of 2017, acquisition discussions were stopped and2022 increased to $0.8 million, from $0.3 million for the Company sold allthird quarter of their holdings, realizing a $310,000 gain on2021. For the investment. Asfirst nine months of 2022, interest expense increased to $1.6 million from $1.1 million in the first nine months of 2021 primarily driven by higher debt outstanding in the current year as a result of the sale, unrealized gains, netDanChem acquisition in the fourth quarter of tax, of $366,000 were reclassified out of accumulated other comprehensive income ("AOCI") with the realized gain on sale included in other income which reduced the balance of AOCI to zero at September 30, 2017. The Company used the average cost method to determine the realized gain or loss for each transaction.2021.
The effective tax rate was 30 percent27.3% and 28 percent14.0% for the three-monththree and nine-month periodsnine months ended September 30, 2017, respectively.2022. The 2017three months ended September 30, 2022, effective tax rate was higher than the U.S. statutory rate 21.0% primarily due to lower quarter to date pretax earnings relative to permanent differences. The nine months ended September 30, 2022, effective tax rate was lower than the U.S. statutory rate of 34 percent21.0% primarily dueto state tax expense and other permanent differences, mainly the manufacturer's exemption. The effective tax rate was 34 percent and 25 percent foryear-to-date release of federal valuation allowances.
During the three-month and nine-month periodsnine months ended September 30, 2016, respectively.2022, the Company continued to generate pre-tax profits and as a result of sustained profitability evidenced by a strong earnings history and additional positive evidence, the Company determined it was more likely than not it would be able to support realization of certain deferred tax assets and released valuation allowances of $1.9 million. The nine-month 2016 effectiveremaining valuation allowances relate to certain U.S. state deferred tax rate was lower thanassets that are not considered realizable based on the 34 percent statutory rate primarily due to state tax expense and a one-time permanent difference reducing the amountassessment of tax benefit of the pre-tax loss for that period.
The Company's cash balance decreased $48,000 to $15,000all available evidence as of September 30, 20172022.
The three and nine months ended September 30, 2021 effective tax rates approximated the U.S. statutory rate of 21.0%.


25


Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), we use the following non-GAAP financial measures: EBITDA and Adjusted EBITDA. Management believes that these non-GAAP measures are useful because they are key measures used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions as well as allow readers to compare the financial results between periods. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP.
EBITDA and Adjusted EBITDA
We define "EBITDA" as earnings before interest (including change in fair value of interest rate swap), income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: goodwill impairment, asset impairment, gain on lease modification, stock-based compensation, non-cash lease cost, acquisition costs and other fees, proxy contest costs and recoveries, shelf registration costs, loss on extinguishment of debt, earn-out adjustments, realized and unrealized (gains) and losses on investments in equity securities and other investments, retention costs and restructuring and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.
Consolidated EBITDA and Adjusted EBITDA are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2022202120222021
Consolidated
Net income$624 $8,199 $21,941 $12,179 
Adjustments:
Interest expense827 329 1,637 1,068 
Change in fair value of interest rate swap— — — (2)
Income taxes234 2,179 3,573 3,235 
Depreciation2,171 1,868 6,380 5,459 
Amortization1,146 680 2,588 2,041 
EBITDA5,002 13,255 36,119 23,980 
Acquisition costs and other149 201 837 201 
Proxy contest costs and recoveries— — — 168 
Loss on extinguishment of debt— — — 223 
Earn-out adjustments— 160 (7)1,430 
Loss on investments in equity securities and other investments— — — 363 
Asset impairments— — — 233 
Gain on lease modification— — (2)— 
Stock-based compensation313 239 708 695 
Non-cash lease expense108 124 322 373 
Retention expense— 18 — 494 
Restructuring and severance cost— 811 10 1,287 
Adjusted EBITDA$5,572 $14,808 $37,987 $29,447 
% of sales5.6 %17.2 %11.4 %12.3 %
26


Tubular Products EBITDA and Adjusted EBITDA are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2022202120222021
Tubular Products
Net income$4,539 $11,556 $32,037 $20,558 
Adjustments:
Interest expense— — — 
Depreciation1,063 1,449 3,438 4,192 
Amortization625 680 1,876 2,041 
EBITDA6,227 13,685 37,352 26,791 
Earn-out adjustments— 160 (7)1,430 
Stock-based compensation40 (7)64 75 
Non-cash lease expense— — (1)— 
Retention expense— 18 — 494 
Restructuring and severance costs— 313 — 363 
Tubular Products Adjusted EBITDA$6,267 $14,169 $37,408 $29,153 
% of segment sales8.6 %20.2 %15.1 %15.1 %
Specialty Chemicals EBITDA and Adjusted EBITDA are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
($ in thousands)2022202120222021
Specialty Chemicals
Net income$1,088 $1,360 $6,083 $2,001 
Adjustments:
Interest expense— 28 
Depreciation1,097 389 2,897 1,165 
Amortization520 — 712 — 
EBITDA2,714 1,749 9,720 3,167 
Asset impairments— — — 233 
Stock-based compensation12 29 172 
Non-cash lease expense— — — 
Restructuring and severance costs— — — 427 
Specialty Chemicals Adjusted EBITDA$2,726 $1,754 $9,750 $3,999 
% of segment sales10.0 %10.9 %11.6 %8.8 %
27


Liquidity and Capital Resources
We closely manage our liquidity and capital resources. Our liquidity requirements depend on key variables, including level of investment required to support our business strategies, the performance of our business, capital expenditures, credit facilities and working capital management. Capital expenditures and share repurchases are a component of our cash flow and capital management strategy which we can adjust in response to economic and other changes in our business environment. We have a disciplined approach to capital allocation focusing on priorities that support our business and growth.
Sources of Liquidity
Funds generated by operating activities supplemented by our available cash and cash equivalents and our credit facilities are our most significant sources of liquidity. As of September 30, 2022, we held $0.5 million of cash and cash equivalents, as well as $36.7 million of remaining available capacity on our revolving line of credit. We believe our sources of liquidity will be sufficient to fund operations and anticipated capital expenditures as well as repay our debt obligations as they become due over the next 12 months and beyond.
Cash Flows

Cash flows from total operations were as follows:
Nine Months Ended September 30,
(in thousands)20222021
Total cash provided by (used in):
Operating activities$993 $16,186 
Investing activities(3,462)293 
Financing activities980 (15,541)
Net (decrease) increase in cash and cash equivalents$(1,489)$938 

Operating Activities
The decrease in cash provided by operating activities for the nine months ended September 30, 2022, compared to $63,000 at December 31, 2016. Fluctuations duringcash provided by operating activities in the period were comprisednine months ended September 30, 2021, was primarily driven by changes in working capital. Changes in working capital can vary significantly depending on factors such as the timing of inventory production and purchases, customer payments of accounts receivable and payments to vendors in the following:
a)On February 28, 2017, the Company completed the acquisition of Bristol Metals-Munhallregular course of business. Inventory decreased operating cash flows for $11,954,000. This excludes a $3,000,000 deposit made in the prior year;
b)Net accounts receivable increased $12,284,000 at September 30, 2017 when compared to the prior year end, which resulted from a 59 percent increase in sales for the last two months of the third quarter 2017 compared to the last two months of the fourth quarter 2016. Also, days sales outstanding, calculated using a three-month average basis, decreased by 2 days to 49 days outstanding at the end of the third quarter 2017 from 51 days outstanding at the end of 2016;
c)Net inventories, excluding the $5,434,000 of inventory obtained in the Bristol Metals-Munhall acquisition, increased $4,272,000 at September 30, 2017 as compared to year-end 2016. The increase resulted from building Bristol Metals-Munhall inventory from acquisition levels (up $8,110,000), increased inventory for storage tanks to support higher sales activity (up $2,899,000) along with higher Specialty Chemicals inventory (up $2,714,000) due to raw material inventory required for the fire retardant product line along with raw material price increases. These increases were partially offset by lower heavy wall pipe and tube inventory (down $4,643,000) resulting from higher sales levels and lower stainless steel pipe inventory (down $4,808,000) resulting from purchases for a large sales order being made during the fourth quarter of 2016 that was shipped early 2017 combined with lower nickel surcharges in 2017. Inventory turns increased from 1.90 turns at December 31, 2016, calculated on a three-month average basis, to 2.79 turns at September 30, 2017;
d)Accounts payable increased $8,084,000 as of September 30, 2017 from the prior year-end. The significant portion of the increase was for Bristol Metals-Munhall (up $6,716,000) as inventory is being purchased to support sales projections. Payable days outstanding remained at approximately 60 days at the end of the third quarter of 2017 and at December 31, 2016; and
e)Capital expenditures for the first nine months of 2017 were $3,693,000.
The Company drew $17,919,000 against its line of credit during the first nine months of 20172022 by $36.1 million compared to a decrease of $15.5 million for the first nine months of 2021. The increase in inventory is primarily due to product cost and had $26,723,000freight inflation over the prior year, partially offset by slightly higher inventory turns year-over-year.
Investing Activities
Net cash used in investing activities primarily consists of transactions related to capital expenditures. The increase in cash used in investing activities for the nine months ended September 30, 2022, compared to the cash provided by investing activities for the nine months ended September 30, 2021, was primarily due to increases in capital expenditures in the current year compared to the prior year and lower proceeds received from property, plant and equipment disposal activities in the current year.
Financing Activities
Net cash provided by financing activities primarily consists of transactions related to our long-term debt and earn-out liabilities. The increase in cash provided by financing activities for the nine months ended September 30, 2022, compared to cash used in financing activities for the nine months ended September 30, 2021, was primarily due to increased borrowings outstanding asunder the Company's credit facility, proceeds received under the note payable associated with the Company's insurance financing agreement and decreased payments for the Company's earnout liabilities.
28


Short-term Debt
The Company has a note payable in the amount of $1.0 million with an annual interest rate of 2.77% maturing April 1, 2023, associated with the financing of the Company's insurance premium in the current year. As of September 30, 2017. Covenants under2022, the outstanding balance was $0.6 million.
Long-term Debt
The Company and its subsidiaries have a Credit Agreement include maintainingwith BMO providing the Company with a four-year revolving credit facility, maturing on January 15, 2025, and providing the Company with up to $150.0 million of borrowing capacity. As of September 30, 2022, the Company had $72.6 million of total borrowings outstanding with its lender, an increase of $2.2 million from the balance at December 31, 2021. The Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below the greater of (i) $7.5 million and a limitation on(ii) 10% of the Company’s maximum amountrevolving credit facility (currently $10.5 million). As of capital expenditures per year, which is in line with currently projected needs. TheSeptember 30, 2022, the Company was in compliance with all covenants asdebt covenants. See Note 8 in the notes to the unaudited condensed consolidated financial statements for additional information on the Company's line of credit.
Share Repurchases and Dividends
We have a share repurchase program, authorized by the Company's Board of Directors, that is executed through purchases made from time to time at prevailing market prices, through open market or privately negotiated transactions, depending on market conditions. Shares repurchased are returned to status of authorized, but unissued shares of common stock or held in treasury. During the three and nine months ended September 30, 2022, the Company purchased 30,200 shares under the stock repurchase program at an average price of approximately $16.29 per share for an aggregate amount of $0.5 million. During the three and nine months ended September 30, 2021, the Company purchased no shares under the stock repurchase program.
As of September 30, 2017.2022, the Company has 760,183 shares of its share repurchase authorization remaining.
At December 31, 2016, the Company recorded $11,000,000 in accrued expenses and current assets to reflect the legal liability and corresponding indemnified receivable due from the former shareholdersend of Palmer. On June 30, 2017, the plaintiff entered into settlement agreements with Palmer/Synalloy and the former shareholders of Palmer, respectively. On August 31, 2017, the former shareholders of Palmer satisfied the financial conditions specified in their settlement agreement with the plaintiff, and the plaintiff filed a Release of Final Judgment with the Court. Because of indemnification terms included in the Stock Purchase Agreement between Synalloy and the former owners of Palmer, neither Synalloy or Palmer contributed to the payments required by the settlement agreements. As a result of the filed Release of Final Judgment the legal liability and corresponding indemnified receivable due from the former shareholders of Palmer were reduced to zero at August 31, 2017.
Outlook
The Metals Segment should benefit from higher nickel and WTI prices, improving order activity, and solid backlog. The fire retardant business along with several smaller product additions should provide incremental gains for the Specialty Chemicals Segment over the next several quarters. As previously reported,each fiscal year the Board of Directors hasreviews the financial performance and capital needed to support future growth to determine the amount of cash dividend, if any, which is appropriate. In 2021, no dividends were declared a $.13 per share dividend,or paid by the Company.

Other Financial Measures

Below are additional financial measures that we believe are important in understanding the Company's liquidity position from year to year. The metrics are defined as:
which
Liquidity Measure:
Current ratio = current assets divided by current liabilities. The current ratio will be paid on November 6, 2017. We have started our planning activities for 2018 and will provide some guidance later this year. We remain optimistic that our end markets continue to improve and thatdetermined by the Company is well positionedusing generally accepted accounting principles, consistently applied.
Leverage Measure:
Debt to capital = total debt divided by total capital. The debt to capital ratio will be determined by the Company using generally accepted accounting principles, consistently applied.
Profitability Ratio:
Return on average equity ("ROAE") = net income divided by the trailing 12-month average of equity. The ROAE will be determined by the Company using generally accepted accounting principles, consistently applied.

Results of these additional measures are as follows:
September 30, 2022December 31, 2021
Current ratio3.33.3
Debt to capital35%39%
Return on average equity26.3%21.1%
29


Material Cash Requirements from Contractual and Other Obligations
As of September 30, 2022, our material cash requirements for growthour known contractual and other obligations were as follows:
Debt Obligations and Interest Payments - Outstanding obligations on our revolving credit facility and term loan were $68.3 million and $4.3 million, respectively, with $2.5 million payable within 12 months. The interest payments on our remaining borrowings will be determined based upon the average outstanding balance of our borrowings and the prevailing interest rate during that time. Outstanding obligations on our note payable were $0.6 million, which matures within 12 months. Interest payments on the remaining note payable borrowings will be based on an interest rate of 2.77%. See Note 8 for further detail of our debt and the timing of expected future payments.
Operating and Finance Leases - The Company enters into various lease agreements for the real estate and manufacturing equipment used in 2018.the normal course of business. Operating and finance lease obligations were $33.8 million, with $1.3 million payable within 12 months. See Note 9 for further detail of our lease obligations and the timing of expected future payments.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This quarterly report includes and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws. All statementsThe Company has no off-balance sheet arrangements that are not historical facts are "forward-looking statements." The words "estimate," "project," "intend," "expect," "believe," "should," "anticipate," "hope," "optimistic," "plan," "outlook," "should," "could," "may"reasonably likely to have a material current or future effect on the Company's financial position, revenues, results of operations, liquidity, or capital expenditures. We expect capital spending to be as much as $3.5 million for the remainder of fiscal 2022.
Critical Accounting Policies and similar expressions identify forward-looking statements. The forward-looking statements are subject to certain risks and uncertainties, including without limitation those identified below, which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. The following factors could cause actual results to differ materially from historical results or those anticipated: adverse economic conditions; the impactEstimates
We describe our significant accounting policies in Note 1, Summary of competitive products and pricing; product demand and acceptance risks; raw material and other increased costs; raw materials availability; employee relations; ability to maintain workforce by hiring trained employees; labor efficiencies; customer delays or difficultiesSignificant Accounting Policies, in the production of products; new fracking regulations; a prolonged decrease in oil and nickel prices; unforeseen delays in completingnotes to the integrations of acquisitions; risks associated with mergers, acquisitions, dispositions and other expansion activities;consolidated financial stability of our customers; environmental issues; unavailability of debt financing on acceptable terms and exposure to increased market interest rate risk; inability to comply with covenants and ratios required by our debt financing arrangements; ability to weather an economic downturn; loss of consumer or investor confidence and other risks detailed from time-to-timestatements presented in the Company's SecuritiesAnnual Report on Form 10-K for the year ended December 31, 2021. We discuss our critical accounting estimates in Item 7, Management's Discussion and Exchange Commission filings. The Company assumesAnalysis of Financial Condition and Results of Operations, in the Annual Report on Form 10-K for the year ended December 31, 2021. There have been no obligation to updatesignificant changes in our significant accounting policies or critical accounting estimates since the information included in this report.end of 2021.

Item 3. Quantitative and Qualitative Disclosures about Market Risks
Information aboutWe are a smaller reporting company as defined in Rule 12b-2 of the Company's exposureExchange Act; therefore, we are not required to market risk was disclosed in its Annual Report on Form 10-K forprovide the year ended December 31, 2016, which was filed with the Securities and Exchange Commission on March 14, 2017. There have been no material quantitative or qualitative changes in market risk exposure since the date of that filing.information required by this Item.

Item 4. Controls and Procedures
Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or 240.15d-15(b)Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rule 13a-15(e) of the Company'sExchange Act as “controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms.” The Company’s disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15(e)are designed to ensure that material information relating to the Company and 240.15d-15(e)), the Company'sits consolidated subsidiaries is accumulated and communicated to its management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The Company’s management, with the participation of its Chief Executive Officer and Chief AccountingFinancial Officer, concluded that that suchconducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2022. Based upon that evaluation, the endCompany’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2022, because of the previously reported material weaknesses in internal control over financial reporting, as described below.
Previously Reported Material Weaknesses in Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15f-15(f). As reported in our 2021 Form 10-K, we did not maintain effective internal control over financial reporting as of December 31, 2021 as a result of material weaknesses in the control environment and control activities areas. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Refer to our 2021 Form 10-K for a description of our material weaknesses.

30


Ongoing Remediation Efforts to Address Material Weaknesses
Our material weaknesses were not remediated at September 30, 2022; however, during the nine months ended September 30, 2022, management has undertaken steps toward remediation of our material weaknesses identified in our internal control over financial reporting. Our Board of Directors and management are committed to the continued implementation of remediation efforts to address the material weaknesses. As part of the overall remediation plan, the Company is designing and implementing review and approval controls over the data utilized in various accounting processes. These controls will address the accuracy, timely recording and completeness of data used in the determination of significant accounting estimates, reserves and valuations as well as presentation and disclosures in accordance with U.S. GAAP.
The following steps are among the measures taken by the Company with a number of these initiatives directly related to strengthening our controls and addressing specific control deficiencies which contributed to the material weaknesses. Because of these efforts, as of the date of this filing, the Company believes it has made progress toward remediating the underlying causes of the remaining material weaknesses. The steps taken during the nine months ended September 30, 2022 to remediate the deficiencies underlying the material weaknesses include:
Engaging an outside service provider to assist management with the remediation efforts including to help review and make recommendations with respect to the redesign and implementation of our internal controls over financial reporting.
Engaging Senior Leadership across the organization to better define its ownership of areas of internal controls and remediation.
Hiring accounting and finance resources with relevant public company experience as well as filling key leadership roles in accounting and finance to enhance the capabilities of accounting and finance across the organization.
Providing and expanding relevant training on internal controls over financial reporting to control owners and control preparers across the organization to reinforce the importance of a strong control environment.
Developing enhanced policies and procedures relating to documentation of control activities performed including those that reflect the control attributes performed and the demonstration of completeness and accuracy of the data used in the control.
Designing and implementing enhanced procedures and controls over the period-end close process and related documentation including but not limited to, period coveredend checklists, review and approval of journal entries, account reconciliations and account analysis and financial statement analysis and thresholds. Additional time is needed to demonstrate sustainability as it relates to the effectiveness of the revised controls.
Designing and enhancing procedures to ensure critical inputs affecting the accuracy and timeliness of revenue recognition. We are in the process of implementing these enhancements and additional time is needed to demonstrate sustainability as it relates to the effectiveness of the revised controls.
Designing and enhancing improved review and approval controls across the Company to ensure that revenue, including nonroutine revenue transactions, is recognized consistently in accordance with the terms of the customer contracts and U.S. GAAP. We are in the process of implementing these enhancements and additional time is needed to demonstrate sustainability as it relates to the effectiveness of the revised controls.
Designing and enhancing improved procedures over the Company's review and approval of obsolescence of inventories. We are in the process of implementing these enhancements and additional time is needed to demonstrate sustainability as it relates to the effectiveness of the revised controls.
The Audit Committee of the Board of Directors is monitoring management's ongoing remediation efforts. With the Audit Committee's oversight, management has dedicated significant resources and efforts to improve our internal control environment to remedy the identified material weaknesses. As we continue to evaluate and implement improvements to our internal control over financial reporting, our management may decide to take additional measures to address our control deficiencies or to modify the remediation efforts undertaken. Because the reliability of the internal control process requires repeatable execution, our material weaknesses cannot be considered fully remediated until all remedial processes and procedures (including additional remediation efforts identified by this quarterly report, wereour senior management as necessary) have been implemented, each applicable control has operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. Until all identified material weaknesses are remediated, we will not be able to assert that our internal controls are effective.

31


Changes in Internal Control over Financial Reporting
The Company's management, includingOther than the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, identifiedongoing remediation efforts described above, there have been no changechanges in the Company'sCompany’s internal control over financial reporting that occurred during the most recent fiscal quarterthree and nine months ended September 30, 2022 that hashave materially affected, or isare reasonably likely to materially affect, the Company'sits internal control over financial reporting. Management has excluded the Munhall facility's operations (acquired in the MUSA Stainless acquisition) from its assessment of internal control over financial reporting as of September 30, 2017 because this material acquisition closed in the first quarter of 2017. Total assets and total revenue associated with the Munhall facility represent approximately 21 percent, or $33.5 million and twelve percent, or $17.1 million, respectively, of the related consolidated financial statement amounts of the Metals Segment as of, and for the quarter ended, September 30, 2017.


PART II

Item 1. Legal Proceedings
It is not unusual for us and our subsidiaries to be involved in various unresolved legal actions, administrative proceedings and claims in the ordinary course of business involving, among other things, product liability, commercial, employment, workers' compensation, and environmental matters. We establish reserves in a manner that is consistent with accounting principles generally accepted in the United StatesU.S. for costs associated with such matters when a liability is probable and those costs are capable of being reasonably estimated. We cannot predict with any certainty the outcome of these unresolved legal actions or the range of possible loss or recovery. Based on current information, however, we believe that the eventual outcome of these unresolved legal actions, either individually or in the aggregate, will not have a material adverse effect on our financial position, results of operations or cash flows. There were no material changes in our Legal Proceedings, as discussed in Part I, Item 3 in the Company's Annual Report on Form 10-K for the period ending December 31, 2016, other than those discussed in Note 11 in Part I, Item 1 of this quarterly report.2021.

Item 1A. Risk Factors
There were no material changes in our assessment of risk factors as discussed in Part I, Item 1A in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table sets forth information with respect to purchases of the Company’s common stock on a trade date basis made during the three months ended September 30, 2022:
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Programs1
Number of Shares that May Yet Be Purchased under the Program
July 1, 2022 - July 31, 2022— $— — 790,383 
August 1, 2022 - August 31, 202211,050 17.67 11,050 779,333 
September 1, 2022 - September 30, 202219,150 15.49 19,150 760,183 
As of September 30, 202230,200 $16.29 30,200 760,183 
1Pursuant to the 790,383 share stock repurchase program authorized by the Issuer and Affiliated Purchasers
Period
(a)
Total number of shares (or units) purchased
(b)
Average price paid per share (or unit)
(c)
Total number of shares (or units) purchased as part of publicly announced plans or programs
(d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
Jan 1, 2017 - Mar 31, 2017
$

870,100
Apr 1, 2017 - June 30, 2017
$

870,100
Jul 1, 2017 - Aug 31, 2017
$

870,100
Total

The Stock Repurchase Plan was approved by the Company's Board of Directors on August 31, 2015 authorizing the Company's Chief Executive Officer or the Chief Financial Officer toin February 2021. The stock repurchase shares of the Company's stock on the open market, provided however, that the number of shares of common stock repurchased pursuant to the resolutions adopted by the Board do not exceed 1,000,000 sharesprogram expires in twenty-four months from authorization and no shares shall be repurchased at a price in excess of $10.99 per share or during an insider trading "closed window" period. Therethere is no guarantee onto the exact number of shares that will be purchasedrepurchased by the Company and the Company may discontinue purchases at any timeover that management determinesperiod. See Note 10 for additional purchases are not warranted. The Stock Repurchase Plan will expire on August 31, 2017.information.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
None.

Item 5. Other Information
None.



32



Item 6. Exhibits
Exhibit No.  
 
 
 
Description
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema
101.CAL*XBRL Taxonomy Extension Calculation Linkbase
101.LAB*XBRL Taxonomy Extension Label Linkbase
101.PRE*XBRL Taxonomy Extension Presentation Linkbase
101.DEF*XBRL Taxonomy Extension Definition Linkbase
*104 Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101*)
*In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed."






SIGNATURES


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

ASCENT INDUSTRIES CO.
(Registrant)
Date:November 8, 2022By:/s/ Christopher G. Hutter               
Christopher G. Hutter
President and Chief Executive Officer
SYNALLOY CORPORATION
(Registrant)
Date: November 7, 2017By:/s/ Craig C. Bram               
Craig C. Bram
President and Chief Executive Officer
(principal executive officer)
Date:November 7, 20178, 2022By:/s/ DennisAaron M. Loughran      Tam
DennisAaron M. LoughranTam
Senior Vice President and Chief Financial Officer
(principal financial officer)
Date: November 7, 2017By:/s/ Richard D. Sieradzki                   
Richard D. Sieradzki
Chief Accounting Officer
(principal accounting officer)









21