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0000095953false00000959532023-05-092023-05-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2023
Ascent Logo.jpg
Ascent Industries Co.
(Exact name of registrant as specified in its charter)
Delaware 0-19687 57-0426694
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
1400 16th Street, Suite 270,
Oak Brook, Illinois 60523
(Address of principal executive offices) (Zip Code)
(630) 884-9181
(Registrant's telephone number, including area code)
Inapplicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of exchange on which registered
Common Stock, par value $1.00 per share ACNT NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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. ¨




Item 2.02.     Results of Operations and Financial Condition
On May 9, 2023, Ascent Industries Co ("the Company") issued a press release announcing financial information for its first quarter ended March 31, 2023. The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Commission.
Item 9.01.    Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
Ascent Industries Co
Dated: May 9, 2023 By: /s/ William S. Steckel
William S. Steckel
Chief Financial Officer


EX-99.1 2 acnt-20230331xex991.htm EX-99.1 Document
Exhibit 99.1

ascentlogo.jpg
Ascent Industries Reports First Quarter 2023 Results
Positioned for Improved Profitability in Back-Half of 2023

First Quarter Net Loss of $5.2 Million and Adjusted EBITDA of $(1.6) Million Includes Net Loss of $4.0 Million and Adjusted EBITDA of $(2.8) million Attributable to its Munhall Facility1

Oak Brook, Illinois, May 9, 2023 – Ascent Industries Co. (Nasdaq: ACNT) (“Ascent” or the “Company”), an industrials company focused on the production and distribution of industrial tubular products and specialty chemicals, is reporting its results for the first quarter ended March 31, 2023.

First Quarter 2023 Summary
(in millions, except per share and margin) Q1 2023 Q1 2022 Change
Net Sales $82.5 $116.2 -29.1%
Gross Profit $4.3 $22.5 -80.9%
Gross Profit Margin 5.2% 19.4% -1420bps
Net Income (Loss) $(5.2) $10.3 -150.7%
Diluted Earnings (Loss) per Share $(0.51) $0.99 -151.5%
Adjusted EBITDA $(1.6) $17.0 -109.3%
Adjusted EBITDA Margin (1.9)% 14.6% -1650bps
________________
1Company management has previously articulated its intent to reduce operations at the Company's facility in Munhall, PA, specifically its galvanized pipe and tube operations. The majority of the galvanized reduction has been completed as of March 31, 2023, and the Company is currently evaluating strategic alternatives for the operations at this facility.

Management Commentary
“As we started the year, we expected the first quarter to be challenging given our continued work to reduce our galvanized pipe and tube operations at our facility in Munhall, PA,” said Chris Hutter, president and CEO of Ascent. “While this is having an outsized impact on our near-term results, we expect our tubular products segment to begin stabilizing in the second quarter and improving through the back-half of the year. Within our specialty chemicals segment, we continued to be affected by industry-wide destocking trends, resulting in a lower sales base to start the year. Despite this, our sales pipeline remains robust and we expect destocking trends to ease over the coming quarters.

“Subsequent to the end of the quarter, we were pleased to bring on a seasoned executive in Bill Steckel as CFO. Bill has a strong operational mindset with considerable experience in successfully transforming and building out finance organizations within both public and private companies. Since his appointment, he has hit the ground running and is already having a positive impact across our finance and accounting functions. With his expertise in place, we believe we are well positioned to continue enhancing our reporting processes and focus on driving operational efficiencies across the organization.

“Overall, we are continuing to navigate impacts from the strategic and operational changes we enacted over the past few quarters. However, the recent headwinds in our financial performance have not discouraged our view of Ascent’s long-term value potential. As we have now taken proactive steps to reduce the earnings volatility associated with our galvanized product line, we plan to focus more mindshare on other more profitable areas, including expanding our specialty chemicals segment and continuing to grow our value proposition across our tubular product lines. We believe that we are positioned to rebound meaningfully into an improved Q2 and stronger second half of the year. Our team remains committed to delivering long-term value to our shareholders through a culture of hard work and performance-based results.”


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First Quarter 2023 Financial Results
Net sales were $82.5 million compared to $116.2 million in the prior year period. The decrease is primarily due to the intentional reduction in low-margin sales and lower overall volumes within the tubular products segment, along with the decline in sales within the specialty chemicals segment resulting from destocking trends within the industry.

Gross profit was $4.3 million, or 5.2% of net sales, compared to $22.5 million, or 19.4% of net sales, in the first quarter of 2022. The decrease is primarily attributable to the aforementioned decline in net sales, along with continued inflationary pressures on input and labor costs.

Net loss was $5.2 million, or $(0.51) loss per share, compared to net income of $10.3 million, or $0.99 diluted earnings per share, in the first quarter of 2022. The decline is primarily attributable to the aforementioned decline in gross profit, higher interest expense and an increase in restructuring and severance costs within the tubular products segment, offset by lower income tax expense.

Adjusted EBITDA was $(1.6) million compared to $17.0 million in the first quarter of 2022. Adjusted EBITDA margin was (1.9)% compared to 14.6% in the prior year period. The decrease is primarily attributable to the aforementioned decline in net sales, predominantly concentrated within the Company’s pipe and tube operations.

Segment Results
Ascent Tubular – net sales in the first quarter of 2023 were $58.7 million compared to $88.4 million in the first quarter of 2022. Operating loss in the first quarter was $2.5 million compared to operating income of $14.6 million in the prior year period. Adjusted EBITDA in the first quarter was $(0.2) million compared to $16.4 million in the prior year period. As a percentage of segment net sales, adjusted EBITDA was (0.4)% compared to 18.5% in the first quarter of 2022.

Ascent Chemicals – net sales in the first quarter of 2023 were $23.7 million compared to $27.7 million in the first quarter of 2022. Operating income in the first quarter was $1.4 million compared to $2.4 million in the prior year period. Adjusted EBITDA in the first quarter was $2.5 million compared to $3.4 million in the prior year period. As a percentage of segment net sales, adjusted EBITDA was 10.5% compared to 12.2% in the first quarter of 2022.

Liquidity
As of March 31, 2023, total debt was $58.7 million under the Company’s revolving credit facility, compared to $71.5 million in debt at December 31, 2022. As of March 31, 2023, the Company had $50.0 million of remaining available borrowing capacity under its revolving credit facility, compared to $37.6 million at December 31, 2022.

During the first quarter of 2023, the Company repurchased 32,313 shares at an average cost of $10.11 per share for approximately $0.3 million. The Company currently has 647,666 shares remaining under its share repurchase authorization.

Conference Call
Ascent will conduct a conference call today at 5:00 p.m. Eastern time to discuss its results for the first quarter ended March 31, 2023.

Ascent management will host the conference call, followed by a question-and-answer period.
Date: Tuesday, May 9, 2023
Time: 5:00 p.m. Eastern time
Live Call Registration Link: Here
Webcast Registration Link: Here

Please call the conference telephone number five minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at 1-949-574-3860.

The conference call will also be broadcast live and available for replay here. The webcast will be archived for one year in the investor relations section of the Company’s website at www.ascentco.com.

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About Ascent Industries Co.
Ascent Industries Co. (Nasdaq: ACNT) is a company that engages in a number of diverse business activities including the production of stainless steel and galvanized pipe and tube, the master distribution of seamless carbon pipe and tube, and the production of specialty chemicals. For more information about Ascent, please visit its web site at www.ascentco.com.

Forward-Looking Statements
This press release may include "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 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 and to review the risks as set forth in more detail 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 or on our website. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this release.

Non-GAAP Financial Information
Financial statement information included in this earnings release includes non-GAAP (Generally Accepted Accounting Principles) measures and should be read along with the accompanying tables which provide a reconciliation of non-GAAP measures to GAAP measures.
Adjusted EBITDA is a non-GAAP financial measure that the Company believes is useful to investors in evaluating its results to determine the value of a company. An item is excluded in the measure if its periodic value is inconsistent and sufficiently material that not identifying the item would render period comparability less meaningful to the reader or if including the item provides a clearer representation of normalized periodic earnings. The Company excludes in Adjusted EBITDA two categories of items: 1) Base EBITDA components, including: interest expense (including change in fair value of interest rate swap), income taxes, depreciation and amortization, and 2) Material transaction costs including: 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, 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 & severance costs from net income.

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.
Company Contact
Bill Steckel
Chief Financial Officer
1-630-884-9181
Investor Relations
Cody Slach and Cody Cree Note: The condensed consolidated balance sheets at December 31, 2022 have been derived from the audited consolidated financial statements at that date.
Gateway Group, Inc.
1-949-574-3860
ACNT@gatewayir.com
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Ascent Industries Co.
Condensed Consolidated Balance Sheets
($ in thousands)
    
(Unaudited)
  March 31, 2023 December 31, 2022
Assets  
Current assets:  
Cash and cash equivalents $ 421  $ 1,441 
Accounts receivable, net of allowance for credit losses of $975 and $1,250, respectively 46,779  45,120 
Inventories, net 99,792  114,452 
Prepaid expenses and other current assets 11,400  8,982 
Assets held for sale —  380 
Total current assets 158,392  170,375 
Property, plant and equipment, net 41,445  42,346 
Right-of-use assets, operating leases, net 28,871  29,224 
Goodwill 11,389  11,389 
Intangible assets, net 9,991  10,387 
Deferred income taxes 1,000  1,353 
Deferred charges, net 178  203 
Other non-current assets, net 3,766  3,766 
Total assets $ 255,032  $ 269,043 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 25,783  $ 22,731 
Accrued expenses and other current liabilities 8,040  6,560 
Current portion of note payable 98  387 
Current portion of long-term debt 2,464  2,464 
Current portion of operating lease liabilities 1,077  1,056 
Current portion of finance lease liabilities 273  280 
Total current liabilities 37,735  33,478 
Long-term debt 56,189  69,085 
Long-term portion of operating lease liabilities 30,628  30,911 
Long-term portion of finance lease liabilities 1,378  1,242 
Other long-term liabilities 58  68 
Total non-current liabilities 88,253  101,306 
Commitments and contingencies
Shareholders' equity:
Common stock, par value $1 per share; 24,000,000 shares authorized; 11,085,103 and 10,172,265 shares issued and outstanding, respectively 11,085  11,085 
Capital in excess of par value 46,903  47,021 
Retained earnings 79,947  85,146 
  137,935  143,252 
Less: cost of common stock in treasury - 912,838 and 924,504 shares, respectively (8,891) (8,993)
Total shareholders' equity 129,044  134,259 
Total liabilities and shareholders' equity $ 255,032  $ 269,043 
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Ascent Industries Co.
Condensed Consolidated Statements of Income - Comparative Analysis (Unaudited)
($ in thousands, except per share data)
Three Months Ended
March 31,
2023 2022
Net sales
Tubular Products $ 58,653  $ 88,383 
Specialty Chemicals 23,749  27,721 
All Other 50  114 
$ 82,452  $ 116,218 
Operating income (loss)
Tubular Products $ (2,504) $ 14,574 
Specialty Chemicals 1,352  2,387 
All Other (479) (82)
Corporate
Unallocated corporate expenses (3,704) (3,029)
Acquisition costs and other (259) (531)
Earn-out adjustments —  (102)
Total Corporate (3,963) (3,662)
Operating income (loss) (5,594) 13,217 
Interest expense 1,107  403 
Other, net (95) (35)
Income (loss) before income taxes (6,606) 12,849 
Income tax provision (benefit) (1,407) 2,589 
Net income (loss) $ (5,199) $ 10,260 
Net income (loss) per common share
Basic $ (0.51) $ 1.00 
Diluted $ (0.51) $ 0.99 
Average shares outstanding
Basic 10,148  10,209 
Diluted 10,148  10,320 
Other data:
Adjusted EBITDA1
$ (1,577) $ 16,961 
1The term Adjusted EBITDA is a non-GAAP financial measure that the Company believes is useful to investors in evaluating its results to determine the value of a company. An item is excluded in the measure if its periodic value is inconsistent and sufficiently material that not identifying the item would render period comparability less meaningful to the reader or if including the item provides a clearer representation of normalized periodic earnings. The Company excludes in Adjusted EBITDA two categories of items: 1) Base EBITDA components, including: interest expense (including change in fair value of interest rate swap), income taxes, depreciation and amortization, and 2) Material transaction costs including: 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, 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 & severance costs from net income. For a reconciliation of this non-GAAP measure to the most comparable GAAP equivalent, refer to the Reconciliation of Net Income (Loss) to Adjusted EBITDA.
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Ascent Industries Co.
Consolidated Statements of Cash Flows (Unaudited)
($ in thousands)
Three Months Ended March 31,
2023 2022
Operating activities    
Net income (loss) $ (5,199) $ 10,260 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation expense 1,991  2,116 
Amortization expense 396  721 
Amortization of debt issuance costs 25  25 
Deferred income taxes 353  428 
Earn-out adjustments —  102 
Payments of earn-out liabilities in excess of acquisition date fair value
—  (372)
(Reduction of) provision for losses on accounts receivable (275) 240 
Provision for losses on inventories 1,178  496 
Loss (gain) on disposal of property, plant and equipment 182  (5)
Non-cash lease expense 91  107 
Issuance of treasury stock for director fees —  254 
Stock-based compensation expense 311  132 
Changes in operating assets and liabilities:  
Accounts receivable (1,384) (17,933)
Inventories 13,680  (9,302)
Other assets and liabilities 352  (27)
Accounts payable 2,786  11,950 
Accrued expenses 1,480  (959)
Accrued income taxes (2,577) 2,161 
Net cash provided by operating activities 13,390  394 
Investing activities    
Purchases of property, plant and equipment (824) (1,117)
Proceeds from disposal of property, plant and equipment — 
Net cash used in investing activities (824) (1,112)
Financing activities    
Borrowings from long-term debt 67,488  122,068 
Proceeds from the exercise of stock options —  118 
Payments on long-term debt (80,384) (121,386)
Payments on note payable (289) — 
Principal payments on finance lease obligations (74) (62)
Payments on earn-out liabilities —  (800)
Repurchase of common stock (327) — 
Net cash used in financing activities (13,586) (62)
Decrease in cash and cash equivalents (1,020) (780)
Cash and cash equivalents, beginning of period 1,441  2,021 
Cash and cash equivalents, end of period $ 421  $ 1,241 
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Ascent Industries Co.
Non-GAAP Financial Measures Reconciliation
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
($ in thousands)

Three Months Ended
March 31,
($ in thousands) 2023 2022
Consolidated
Net income (loss) $ (5,199) $ 10,260 
Adjustments:
Interest expense 1,107  403 
Income taxes (1,407) 2,589 
Depreciation 1,991  2,116 
Amortization 396  721 
EBITDA (3,112) 16,089 
Acquisition costs and other 333  531 
Earn-out adjustments —  102 
Stock-based compensation 211  132 
Non-cash lease expense 91  107 
Restructuring and severance costs 900  — 
Adjusted EBITDA $ (1,577) $ 16,961 
% sales (1.9) % 14.6  %
Tubular Products
Net income (loss) $ (2,504) $ 14,424 
Adjustments:
Interest expense —  — 
Depreciation expense 1,017  1,213 
Amortization expense 238  625 
EBITDA (1,249) 16,262 
Acquisition costs and other 72  — 
Earn-out adjustments —  102 
Stock-based compensation (29) 35 
Non-cash lease expense 58  — 
Restructuring and severance costs 900  — 
Tubular Products Adjusted EBITDA $ (248) $ 16,399 
% segment sales (0.4) % 18.5  %
Specialty Chemicals
Net income $ 1,342  $ 2,378 
Adjustments:
Interest expense 12 
Depreciation expense 952  886 
Amortization expense 158  96 
EBITDA 2,464  3,369 
Acquisition costs and other — 
Stock-based compensation
Non-cash lease expense 24  — 
Specialty Chemicals Adjusted EBITDA $ 2,498  $ 3,375 
% segment sales 10.5  % 12.2  %
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