Annual report [Section 13 and 15(d), not S-K Item 405]

Discontinued Operations

v3.25.0.1
Discontinued Operations
 12 Months Ended
Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
Munhall Closure
During the second quarter of 2023, the Board of Directors of the Company made the decision to permanently cease operations at Munhall effective on or around August 31, 2023. The strategic decision to cease manufacturing operations at Munhall is part of the Company’s ongoing efforts to consolidate manufacturing to drive an increased focus on its core operations and to improve profitability while driving operational efficiencies.
As a result of this decision, during the second quarter of 2023, the Company incurred asset impairment charges of $6.4 million related to the write down of inventory and long-lived assets as well as $1.4 million in increased reserves on accounts receivable at the facility. During the third quarter of 2023, the Company incurred additional asset impairment charges of $2.4 million related to the write down of inventory to net realizable value. During the first quarter of 2024, the Company incurred additional asset impairment charges of $1.1 million related to the write down of the remaining long-lived assets at the facility. During the third quarter of 2024, the Company entered into a purchase agreement to sell the remaining assets at the Munhall facility for approximately $2.8 million. The Company recognized a $1.5 million gain on the sale in the third quarter of 2024. See Note 4 for further discussion of the assets held for sale and related fair value measurements. The results of operations for Munhall have been classified as discontinued operations for all periods presented.
In May of 2023, the Company was named as a defendant in a lawsuit filed in the U.S. District Court for the Western District of Pennsylvania, asserting various claims for breach of contracts resulting in losses to the plaintiff and seeking damages in the amount of $0.8 million plus prejudgment interest and attorney's fees. The Company had an estimated liability of $1.0 million related to the lawsuit as of December 31, 2023. In August of 2024, the Company resolved the case through a settlement agreement and no longer has funds reserved for the matter.

In August of 2023, the Company was named as a defendant in a lawsuit filed with the Court of Common Pleas for Delaware County, Ohio, asserting various claims for breach of contracts resulting in losses to the plaintiff and seeking damages in the amount of $0.7 million plus prejudgment interest and attorney's fees. In December 2024, the Company entered into mediation with the plaintiff subject to negotiation of a mutually agreeable settlement. As such, the Company recorded an estimated liability of $0.4 million related to the lawsuit as of December 31, 2024.
Divestiture of Specialty Pipe & Tube, Inc.
On December 22, 2023, the Company and its wholly-owned subsidiary Specialty Pipe & Tube, Inc. (“SPT”) entered into an Asset Purchase Agreement pursuant to which Ascent and SPT sold substantially all of the assets primarily related to SPT to Specialty Pipe & Tube Operations, LLC, a Delaware limited liability company. The consideration for the transaction was approximately $55 million of cash proceeds subject to certain closing adjustments. The transaction closed on December 22, 2023. Ascent and Purchaser also entered into a Transition Services Agreement (the “TSA”) and an Employee Leasing Agreement (the “ELA”) each dated December 22, 2023, pursuant to which Ascent agreed to provide certain transition services and to lease certain employees to Purchaser immediately after the closing for certain agreed upon transition periods. The TSA and the ELA were both completed as of June 30, 2024. As a result of the sale, SPT results of operations are classified under discontinued operations for all periods presented. Prior to the divestiture, SPT was reported under the Company's Tubular Products segment.

The following table presents the aggregate carrying amounts of the classes of assets and liabilities of the Company's discontinued operations:
(in thousands) December 31, 2024 December 31, 2023
Carrying amounts of assets included as part of discontinued operations:
Accounts receivable, net —  778 
Prepaid expenses and other current assets 46  83 
Current assets classified as discontinued operations 46  861 
Total assets classified as discontinued operations $ 46  $ 861 
Carrying amounts of current liabilities included as part of discontinued operations:
Accounts payable $ 16  $ 107 
Accrued expenses and other current liabilities 575  1,366 
Total current liabilities classified as discontinued operations $ 591  $ 1,473 
Total liabilities classified as discontinued operations $ 591  $ 1,473 
The financial results of the Company's discontinued operations are presented as income from discontinued operations, net of tax on the consolidated statements of income (loss). The following table summarizes the results of the Company's discontinued operations:
(Unaudited)
Three months ended December 31, Year Ended
December 31,
(in thousands) 2024 2023 2024 2023
Net sales $ —  $ 7,214  $ 290  $ 64,760 
Cost of sales 459  8,115  2,524  64,507 
Gross profit (459) (901) (2,234) 253 
Selling, general and administrative expense 415  1,261  198  7,587 
Acquisition costs and other 242  355  366  568 
Gain on sale of assets —  (26,348) (1,541) (26,348)
Asset impairments —  —  1,115  8,720 
Operating (loss) income of discontinued operations (1,116) 23,831  (2,372) 9,726 
Loss on classification as held for sale —  —  —  83 
(Loss) income from discontinued operations before income taxes (1,116) 23,831  (2,372) 9,643 
Income tax (benefit) provision (5) 5,157  1  2,121 
Net (loss) income from discontinued operations $ (1,111) $ 18,674  $ (2,373) $ 7,522