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0000095953false00000959532024-08-062024-08-06

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): August 6, 2024
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 August 6, 2024, Ascent Industries Co. ("the Company") issued a press release announcing financial information for its second quarter ended June 30, 2024. 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: August 6, 2024 By: /s/ Ryan Kavalauskas
Ryan Kavalauskas
Chief Financial Officer


EX-99.1 2 acnt-20240630ex991.htm EX-99.1 Document
Exhibit 99.1

ascentlogo.jpg

Ascent Industries Reports Second Quarter 2024 Results
Oak Brook, Illinois, August 6, 2024 – Ascent Industries Co. (Nasdaq: ACNT) (“Ascent” or the “Company”), an industrials company focused on the production of specialty chemicals and industrial tubular products, is reporting its results for the second quarter ended June 30, 2024.

Second Quarter 2024 Summary1
(in millions, except per share and margin) Q2 2024 Q2 2023 Change
Net Sales $50.2 $50.4 (0.3)%
Gross Profit $5.9 $(0.8) 854.2%
Gross Profit Margin 11.7% (1.5)% 1320bps
Net Loss $(0.2) $(6.1) 96.8%
Diluted Loss per Share $(0.02) $(0.60) 96.7%
Adjusted EBITDA $2.1 $(4.8) 144.1%
Adjusted EBITDA Margin 4.2% (9.4)% 1360bps
________________
1On December 22, 2023, the Company closed on a transaction to sell substantially all of the assets of Specialty Pipe & Tube (“SPT”). As a result, financial results from SPT have been categorized into discontinued operations.

Management Commentary
“Our stabilization efforts and aggressive self-help have started to yield tangible results in Q2 2024, despite continued soft market conditions,” said Ascent CEO Bryan Kitchen. “Our relentless efforts to reduce costs, improve strategic sourcing and optimize our product mix have led to a significant year-over-year improvement in adjusted EBITDA and bottom-line results, while also right-sizing the organization for long-term growth.

“It has been our goal to create a more predictable, reliable, and profitable operating model, and I am proud that we are beginning to deliver on that goal. Momentum is building, and we are optimistic about our ability to achieve incremental financial improvements throughout the year while enhancing the quality of our business development pipeline. With a healthy balance sheet and no outstanding debt, we continue to build the foundation for long-term growth. Our actions are positioning Ascent to fully execute our growth strategy, delivering durable value for our shareholders.”

Second Quarter 2024 Financial Results
Net sales from continuing operations were $50.2 million compared to $50.4 million in the second quarter of 2023. The slight decline is primarily attributable to a decrease in pricing partially offset by an increase in volume across both segments.

Gross profit from continuing operations increased to $5.9 million, or 11.7% of net sales, compared to $(0.8) million, or (1.5)% of net sales, in the second quarter of 2023. The increase was primarily attributable to continued cost and product mix optimization initiatives leading to cost improvements across both segments.

Net loss from continuing operations improved to $(0.2) million, or $(0.02) diluted loss per share, compared to net loss from continuing operations of $(6.1) million, or $(0.60) diluted loss per share, in the second quarter of 2023. The improvement was primarily attributable to the aforementioned increase in gross profit and a year-over-year decrease in interest expense due to lower debt outstanding.

Adjusted EBITDA increased to $2.1 million compared to $(4.8) million in the second quarter of 2023, with adjusted EBITDA margin increasing significantly to 4.2% compared to (9.4)% in the prior year period. The improvement was primarily driven by the aforementioned cost and product mix optimization initiatives.


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Segment Results
Ascent Chemicals – net sales in the second quarter of 2024 increased slightly to $21.5 million compared to $21.4 million in the second quarter of 2023. Operating income in the second quarter improved to $0.4 million compared to operating loss of $0.8 million in the prior year period. Adjusted EBITDA in the second quarter increased significantly to $1.7 million compared to $0.3 million in the prior year period. As a percentage of segment net sales, adjusted EBITDA increased significantly to 7.9% compared to 1.5% in the second quarter of 2023.

Ascent Tubular – net sales from continuing operations in the second quarter of 2024 were $28.7 million compared to $29.0 million in the second quarter of 2023. Operating income from continuing operations in the second quarter increased to $0.9 million compared to operating loss from continuing operations of $3.3 million in the prior year period. Adjusted EBITDA from continuing operations in the second quarter increased significantly to $1.7 million compared to $(2.5) million in the prior year period. As a percentage of segment net sales, adjusted EBITDA was 5.9% compared to (8.5)% in the second quarter of 2023.

Liquidity
As of June 30, 2024, the Company had no debt outstanding under its revolving credit facilities and had $62.7 million in availability under its revolving credit facility.

For the quarter ended June 30, 2024, the Company repurchased 15,233 shares at an average cost of $10.25 per share for approximately $0.2 million.

Conference Call
Ascent will conduct a conference call today at 5:00 p.m. Eastern time to discuss its results for the second quarter ended June 30, 2024.

Ascent management will host the conference call, followed by a question-and-answer period.

Date: Tuesday, August 6, 2024
Time: 5:00 p.m. Eastern time
Live Call Registration Link: Here
Webcast Registration Link: Here

To access the call by phone, please register via the live call registration link above or here and you will be provided with dial-in instructions and details. 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 via the webcast registration link above or here. The webcast will be archived for one year in the investor relations section of the Company’s website at www.ascentco.com.

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 specialty chemicals and industrial tubular products. For more information about Ascent, please visit its website 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.

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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, 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, shelf registration costs, loss on extinguishment of debt, 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
Ryan Kavalauskas
Chief Financial Officer
1-630-884-9181

Investor Relations
Cody Slach and Cody Cree (in thousands, except par value and share data)
Gateway Group, Inc.
1-949-574-3860
ACNT@gateway-grp.com




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Ascent Industries Co.
Condensed Consolidated Balance Sheets
    
(Unaudited)
  June 30, 2024 December 31, 2023
Assets  
Current assets:  
Cash and cash equivalents $ 3,595  $ 1,851 
Accounts receivable, net of allowance for credit losses of $808 and $463, respectively 30,154  26,604 
Inventories 45,917  52,306 
Prepaid expenses and other current assets 3,988  4,879 
Assets held for sale 1,259  2,912 
Current assets of discontinued operations 65  861 
Total current assets 84,978  89,413 
Property, plant and equipment, net 27,643  29,755 
Right-of-use assets, operating leases, net 27,073  27,784 
Intangible assets, net 7,752  8,496 
Deferred income taxes 7,663  5,808 
Deferred charges, net 54  104 
Other non-current assets, net 3,075  1,935 
Total assets $ 158,238  $ 163,295 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 16,790  $ 16,416 
Accrued expenses and other current liabilities 6,472  5,108 
Current portion of note payable 914  360 
Current portion of operating lease liabilities 1,194  1,140 
Current portion of finance lease liabilities 286  292 
Current liabilities of discontinued operations 1,213  1,473 
Total current liabilities 26,869  24,789 
Long-term portion of operating lease liabilities 29,110  29,729 
Long-term portion of finance lease liabilities 1,163  1,307 
Other long-term liabilities 54  60 
Total non-current liabilities 30,327  31,096 
Total liabilities $ 57,196  $ 55,885 
Commitments and contingencies
Shareholders' equity:
Common stock, par value $1 per share; 24,000,000 shares authorized; 11,085,103 and 10,124,737 shares issued and outstanding, respectively $ 11,085  $ 11,085 
Capital in excess of par value 47,111  47,333 
Retained earnings 52,098  58,517 
  110,294  116,935 
Less: cost of common stock in treasury - 960,366 and 990,282 shares, respectively (9,252) (9,525)
Total shareholders' equity 101,042  107,410 
Total liabilities and shareholders' equity $ 158,238  $ 163,295 
Note: The condensed consolidated balance sheets at December 31, 2023 have been derived from the audited consolidated financial statements at that date.
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Ascent Industries Co.
Condensed Consolidated Statements of Income (Loss) - Comparative Analysis (Unaudited)
($ in thousands, except per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Net sales
Tubular Products $ 28,721  $ 28,992  $ 52,536  $ 60,053 
Specialty Chemicals 21,468  21,363  41,764  45,112 
All Other —  —  —  50 
50,189  50,355  94,300  105,215 
Operating income (loss) from continuing operations
Tubular Products 889  (3,302) (613) (6,596)
Specialty Chemicals 429  (806) (1,010) 546 
All Other (100) (74) (261) (552)
Corporate
Unallocated corporate expenses (1,429) (2,750) (3,579) (6,455)
Acquisition costs and other (52) (17) (52) (274)
Total Corporate (1,481) (2,767) (3,631) (6,729)
Operating loss (263) (6,949) (5,515) (13,331)
Interest expense, net 72  1,047  199  2,154 
Other, net (93) (154) (212) (247)
Loss from continuing operations before income taxes (242) (7,842) (5,502) (15,238)
Income tax benefit (44) (1,693) (1,210) (3,301)
Loss from continuing operations (198) (6,149) (4,292) (11,937)
Loss from discontinued operations, net of tax (728) (8,487) (2,127) (7,898)
Net loss $ (926) $ (14,636) $ (6,419) $ (19,835)
Net loss per common share from continuing operations
Basic $ (0.02) $ (0.60) $ (0.42) $ (1.18)
Diluted $ (0.02) $ (0.60) $ (0.42) $ (1.18)
Net loss per common share from discontinued operations
Basic $ (0.07) $ (0.84) $ (0.21) $ (0.77)
Diluted $ (0.07) $ (0.84) $ (0.21) $ (0.77)
Net loss per common share
Basic $ (0.09) $ (1.44) $ (0.63) $ (1.95)
Diluted $ (0.09) $ (1.44) $ (0.63) $ (1.95)
Average shares outstanding
Basic 10,126  10,170  10,110  10,159 
Diluted 10,126  10,170  10,110  10,159 
Other data:
Adjusted EBITDA1
$ 2,112  $ (4,754) $ (1,003) $ (8,489)
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, 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, 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)
Six Months Ended June 30,
2024 2023
Operating activities    
Net loss $ (6,419) $ (19,835)
Loss from discontinued operations, net of tax (2,127) (7,898)
Net loss from continuing operations (4,292) (11,937)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation expense 3,051  3,112 
Amortization expense 744  752 
Amortization of debt issuance costs 50  50 
Deferred income taxes (1,210) (5,515)
Provision for losses on accounts receivable 264  32 
Provision for losses on inventories 906  1,194 
Loss on disposal of property, plant and equipment —  182 
Non-cash lease expense 111  126 
Stock-based compensation expense 368  404 
Changes in operating assets and liabilities:
Accounts receivable (3,813) 2,286 
Inventories 5,483  16,086 
Other assets and liabilities (907) (251)
Accounts payable 202  4,780 
Accrued expenses 1,364  (402)
Accrued income taxes 630  (743)
Net cash provided by operating activities - continuing operations 2,951  10,156 
Net cash (used in) provided by operating activities - discontinued operations (521) 7,916 
Net cash provided by operating activities 2,430  18,072 
Investing activities    
Purchases of property, plant and equipment (770) (1,235)
Net cash used in investing activities - continuing operations (770) (1,235)
Net cash used in investing activities - discontinued operations —  (390)
Net cash used in investing activities (770) (1,625)
Financing activities    
Borrowings from long-term debt 107,700  139,137 
Proceeds from note payable 914  900 
Payments on long-term debt (107,700) (156,166)
Payments on note payable (359) (387)
Principal payments on finance lease obligations (151) (151)
Repurchase of common stock (320) (504)
Net cash provided by (used in) financing activities 84  (17,171)
Increase (decrease) in cash and cash equivalents 1,744  (724)
Less: Cash and cash equivalents of discontinued operations — 
Cash and cash equivalents, beginning of period 1,851  1,440 
Cash and cash equivalents, end of period $ 3,595  $ 717 
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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
June 30,
Six Months Ended
June 30,
($ in thousands) 2024 2023 2024 2023
Consolidated
Net loss from continuing operations $ (198) $ (6,149) $ (4,292) $ (11,937)
Adjustments:
Interest expense 72  1,047  199  2,154 
Income taxes (44) (1,693) (1,210) (3,301)
Depreciation 1,531  1,563  3,051  3,112 
Amortization 377  376  744  752 
EBITDA 1,738  (4,856) (1,508) (9,220)
Acquisition costs and other 67  16  79  277 
Stock-based compensation 44  16  104  237 
Non-cash lease expense 55  63  111  126 
Retention expense —  —  — 
Restructuring and severance costs 208  208  91 
Adjusted EBITDA $ 2,112  $ (4,754) $ (1,003) $ (8,489)
% sales 4.2  % (9.4) % (1.1) % (8.1) %
Specialty Chemicals
Net income (loss) $ 409  $ (818) $ (1,049) $ 523 
Adjustments:
Interest expense 20  18  39  31 
Depreciation expense 964  956  1,918  1,908 
Amortization expense 179  158  348  317 
EBITDA 1,572  314  1,256  2,779 
Acquisition costs and other —  —  — 
Stock-based compensation —  (23) (16)
Non-cash lease expense 19  22  38  46 
Restructuring and severance costs 109  —  109  — 
Specialty Chemicals Adjusted EBITDA $ 1,700  $ 313  $ 1,410  $ 2,811 
% segment sales 7.9  % 1.5  % 3.4  % 6.2  %
Tubular Products
Net income (loss) from continuing operations $ 889  $ (3,303) $ (613) $ (6,595)
Adjustments:
Depreciation expense 546  585  1,091  1,160 
Amortization expense 198  218  396  436 
EBITDA 1,633  (2,500) 874  (4,999)
Acquisition costs and other 15  —  26  — 
Stock-based compensation —  11  (18)
Non-cash lease expense 25  31  50  61 
Restructuring and severance costs 31  —  31  84 
Tubular Products Adjusted EBITDA $ 1,704  $ (2,467) $ 992  $ (4,872)
% segment sales 5.9  % (8.5) % 1.9  % (8.1) %
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