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0000095953false00000959532025-03-042025-03-04

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): March 4, 2025
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.)
20 N. Martingale Rd, Suite 430,
Schaumburg, Illinois 60173
(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 March 4, 2025, Ascent Industries Co. ("the Company") issued a press release announcing financial information for its fourth quarter and year ended December 31, 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: March 4, 2025 By: /s/ Ryan Kavalauskas
Ryan Kavalauskas
Chief Financial Officer


EX-99.1 2 acnt-20241231ex991.htm EX-99.1 Document
Exhibit 99.1

ascentlogo.jpg

Ascent Industries Reports Fourth Quarter and Full Year 2024 Results
Ascent Finishes the Year with Strong Earnings Growth, a Healthy Cash Balance, Debt Free, and Nearly
$15 Million of Free Cash Flow Generated in 2024

Schaumburg, Illinois, March 4, 2025 – 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 fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 Summary1
(in millions, except per share and margin) Q4 2024 Q4 2023 Change
Net Sales $40.7 $41.2 (1.3)%
Gross Profit $7.3 $(2.1) 438.4%
Gross Profit Margin 17.9% (5.2%) 2310bps
Net Income (Loss) $0.1 $(7.5) 101.1%
Diluted Earnings (Loss) per Share $0.01 $(0.73) 101.4%
Adjusted EBITDA $2.6 $(5.9) 143.2%
Adjusted EBITDA Margin 6.3% (14.4)% 2070bps
Full Year 2024 Summary1
(in millions, except per share and margin) 2024 2023 Change
Net Sales $177.9 $193.2 (7.9)%
Gross Profit $22.1 $1.5 1349.3%
Gross Profit Margin 12.4% 0.8% 1160 bps
Net (Loss) $(11.2) $(34.2) 67.1%
Diluted (Loss) per share $(1.11) $(3.37) 67.1%
Adjusted EBITDA $4.0 $(15.9) 125.2%
Adjusted EBITDA Margin 2.3% (8.2)% 1050 bps
________________
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
“We closed out the year generating strong earnings growth and our fourth consecutive quarter of adjusted EBITDA margin expansion, primarily driven by the strategic self-improvement initiatives we implemented at the beginning of the year,” said Ascent CEO Bryan Kitchen. “As we expected, sales volume and overall demand in the fourth quarter remained muted across both segments. However, through aggressive cost management, product line optimization, and better operational efficiencies, we were still able to expand our gross margin on a lower sales base and deliver an improved bottom line.

“Overall, we’re proud of the transformation efforts we’ve implemented and executed throughout 2024. Through the intentional recapitalization of our SG&A combined with stabilizing the operations of both segments, we have established a stronger foundation to build off in 2025. We are entering the new year with positive momentum on our side as we are seeing more favorable post-election market dynamics and a growing pipeline of opportunities that we believe can deliver organic growth in the coming quarters. We believe we remain on track towards our goal of delivering a more predictable, reliable, and profitable business model that creates durable value for our shareholders.”

1


Fourth Quarter 2024 Financial Results
Net sales from continuing operations were $40.7 million compared to $41.2 million in the fourth quarter of 2023. The slight decline was a result of lower volume with higher pricing within the specialty chemicals segment, along with higher volume but lower pricing within the tubular products segment.

Gross profit from continuing operations increased 438% to $7.3 million, or 17.9% of net sales, compared to $(2.1) million, or (5.2)% of net sales, in the fourth quarter of 2023. The increase was primarily driven by continued cost management, improved strategic sourcing, and product line optimization.

Net income from continuing operations improved to $0.1 million, or $0.01 diluted earnings per share, compared to a net loss from continuing operations of $7.5 million, or $0.73 diluted loss per share, in the fourth quarter of 2023.

Adjusted EBITDA increased significantly to $2.6 million compared to $(5.9) million in the fourth quarter of 2023, with adjusted EBITDA margin increasing to 6.3% compared to (14.4)% in the prior year period. The improvement was primarily driven by the aforementioned cost and product mix optimization initiatives.

Full Year 2024 Financial Results
Net sales from continuing operations were $177.9 million compared to $193.2 million in 2023. The decrease was primarily attributable to soft demand dynamics throughout much of the year across both segments.

Gross profit from continuing operations improved significantly to $22.1 million, or 12.4% of net sales, compared to $1.5 million or 0.8% of net sales in 2023. The increase in gross profit was primarily driven by cost reduction measures for labor and materials combined with product line optimization, which the Company implemented throughout 2024.

Net loss from continuing operations was $11.2 million, or $1.11 diluted loss per share, compared to a net loss from continuing operations of $34.2 million, or $3.37 diluted loss per share, in 2023. During the year, the Company recorded a $6.2 million non-cash, one-time tax charge related to a valuation allowance against the Company’s deferred tax assets.

Adjusted EBITDA increased significantly to $4.0 million compared to $(15.9) million in 2023. Adjusted EBITDA as a percentage of net sales was 2.3% compared to (8.2)% in the prior year. The increase is primarily attributable to continued gains in operational efficiencies and the aforementioned cost and product mix optimization initiatives.

Segment Results
Ascent Chemicals – net sales in the fourth quarter of 2024 were $18.1 million compared to $18.5 million in the fourth quarter of 2023. Operating income in the fourth quarter improved significantly to $1.8 million compared to an operating loss of $1.6 million in the prior year period. Adjusted EBITDA in the fourth quarter increased significantly to $3.4 million compared to $(0.4) million in the prior year period. As a percentage of segment net sales, adjusted EBITDA increased significantly to 18.7% compared to (2.3)% in the fourth quarter of 2023.

Net sales in 2024 were $80.8 million compared to $83.6 million in 2023. Operating income in 2024 increased significantly to $1.1 million compared to an operating loss of $12.6 million in the prior year. Adjusted EBITDA in 2024 increased 85% to $6.3 million compared to $3.4 million in the prior year. As a percentage of segment net sales, adjusted EBITDA increased 370 basis points to 7.8% compared to 4.1% in 2023.

Ascent Tubular – net sales from continuing operations in the fourth quarter of 2024 were $22.5 million compared to $22.8 million in the fourth quarter of 2023. Operating income from continuing operations in the fourth quarter increased significantly to $1.6 million compared to an operating loss from continuing operations of $4.0 million in the prior year period. Adjusted EBITDA from continuing operations in the fourth quarter increased significantly to $2.3 million compared to $(3.1) million in the prior year period. As a percentage of segment net sales, adjusted EBITDA increased significantly to 10.2% compared to (13.7)% in the fourth quarter of 2023.

Net sales from continuing operations in 2024 were $97.1 million compared to $109.5 million in 2023. Operating income from continuing operations in 2024 increased significantly to $2.6 million compared to an operating loss of $11.2 million in the prior year. Adjusted EBITDA from continuing operations in 2024 increased significantly to $5.7 million compared to $(7.8) million in the prior year. As a percentage of segment net sales, adjusted EBITDA increased significantly to 5.8% compared to (7.1)% in 2023.
2


Liquidity
As of December 31, 2024, the Company had $16.1 million in cash and cash equivalents, no debt outstanding under its revolving credit facilities and had $47.4 million in availability under its revolving credit facility.

For the year ended December 31, 2024, the Company repurchased 101,263 shares at an average cost of $10.21 per share for approximately $1.0 million.

Conference Call
Ascent will hold a conference call today at 5:00 p.m. Eastern time to discuss its financial results for the fourth quarter and full year ended December 31, 2024.

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

Date: Tuesday, March 4, 2025
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 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.

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.
3


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




4

Ascent Industries Co.
Condensed Consolidated Balance Sheets
    
  December 31, 2024 December 31, 2023
Assets  
Current assets:  
Cash and cash equivalents $ 16,108  $ 1,851 
Accounts receivable, net of allowance for credit losses of $345 and $463, respectively 23,880  26,604 
Inventories 40,962  52,306 
Prepaid expenses and other current assets 2,075  4,879 
Assets held for sale —  2,912 
Current assets of discontinued operations 46  861 
Total current assets 83,071  89,413 
Property, plant and equipment, net 25,462  29,755 
Right-of-use assets, operating leases, net 28,225  27,784 
Intangible assets, net 7,009  8,496 
Deferred income taxes —  5,808 
Deferred charges, net 309  104 
Other non-current assets, net 3,174  1,935 
Total assets $ 147,250  $ 163,295 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 13,072  $ 16,416 
Accrued expenses and other current liabilities 5,042  5,046 
Deferred revenue 1,360  62 
Current portion of note payable 369  360 
Current portion of operating lease liabilities 1,513  1,140 
Current portion of finance lease liabilities 334  292 
Current liabilities of discontinued operations 590  1,473 
Total current liabilities 22,280  24,789 
Long-term portion of operating lease liabilities 30,039  29,729 
Long-term portion of finance lease liabilities 1,015  1,307 
Deferred income taxes 320  — 
Other long-term liabilities 51  60 
Total non-current liabilities 31,425  31,096 
Total liabilities $ 53,705  $ 55,885 
Commitments and contingencies
Shareholders' equity:
Common stock, par value $1 per share; 24,000,000 shares authorized; 11,085,103 and 10,072,590 shares issued and outstanding, respectively $ 11,085  $ 11,085 
Capital in excess of par value 47,339  47,333 
Retained earnings 44,919  58,517 
  103,343  116,935 
Less: cost of common stock in treasury - 1,012,513 and 990,282 shares, respectively (9,798) (9,525)
Total shareholders' equity 93,545  107,410 
Total liabilities and shareholders' equity $ 147,250  $ 163,295 
Note: The condensed consolidated balance sheets at December 31, 2024 have been derived from the audited consolidated financial statements at that date.
5

Ascent Industries Co.
Condensed Consolidated Statements of Income (Loss) - Comparative Analysis (Unaudited)
($ in thousands, except per share data)
Three Months Ended
December 31,
Year Ended
December 31,
2024 2023 2024 2023
Net sales
Tubular Products $ 22,549  $ 22,765  $ 97,108  $ 109,513 
Specialty Chemicals 18,122  18,451  80,764  83,616 
All Other —  —  —  50 
40,671  41,216  177,872  193,179 
Operating income (loss) from continuing operations
Tubular Products 1,610  (3,995) 2,650  (11,210)
Specialty Chemicals 1,791  (1,623) 1,166  (12,558)
All Other (49) (116) (427) (801)
Corporate
Unallocated corporate expenses (3,297) (2,704) (8,367) (12,018)
Acquisition costs and other (132) (569) (185) (843)
Gain on lease modification —  —  67  — 
Total Corporate (3,429) (3,273) (8,485) (12,861)
Operating loss (77) (9,007) (5,096) (37,430)
Interest expense, net 95  1,021  418  4,238 
Other, net (145) (249) (448) (593)
Loss from continuing operations before income taxes (27) (9,779) (5,066) (41,075)
Income tax (benefit) provision (111) (2,244) 6,159  (6,924)
Income (loss) from continuing operations 84  (7,535) (11,225) (34,151)
(Loss) income from discontinued operations, net of tax (1,111) 18,674  (2,373) 7,522 
Net (loss) income $ (1,027) $ 11,139  $ (13,598) $ (26,629)
Net income (loss) per common share from continuing operations
Basic $ 0.01  $ (0.75) $ (1.11) $ (3.37)
Diluted $ 0.01  $ (0.73) $ (1.11) $ (3.37)
Net (loss) income per common share from discontinued operations
Basic $ (0.11) $ 1.85  $ (0.23) $ 0.74 
Diluted $ (0.11) $ 1.80  $ (0.23) $ 0.74 
Net (loss) income per common share
Basic $ (0.10) $ 1.10  $ (1.34) $ (2.63)
Diluted $ (0.10) $ 1.07  $ (1.34) $ (2.63)
Average shares outstanding
Basic 10,090  10,107  10,106  10,140 
Diluted 10,337  10,374  10,106  10,140 
Other data:
Adjusted EBITDA1
$ 2,567  $ (5,941) $ 4,013  $ (15,934)
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.
6

Ascent Industries Co.
Consolidated Statements of Cash Flows
($ in thousands)
Year Ended December 31,
2024 2023
Operating activities  
Net loss $ (13,598) $ (26,629)
(Loss) income from discontinued operations, net of tax (2,373) 7,522 
Net loss from continuing operations (11,225) (34,151)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation expense 5,936  6,161 
Amortization expense 1,488  1,505 
Amortization of debt issuance costs 105  99 
Goodwill impairment —  11,389 
Deferred income taxes 6,159  (6,924)
Reduction of losses on accounts receivable (118) (180)
Loss on disposal of property, plant and equipment 517  246 
Non-cash lease expense 198  242 
Stock-based compensation expense 767  1,023 
Changes in operating assets and liabilities:
Accounts receivable 2,842  6,778 
Inventories 11,344  15,563 
Other assets and liabilities 1,187  515 
Accounts payable (3,612) 1,650 
Accrued expenses (66) (401)
Accrued income taxes 1,485  3,129 
Net cash provided by operating activities - continuing operations 17,007  6,644 
Net cash (used in) provided by operating activities - discontinued operations (2,326) 16,434 
Net cash provided by operating activities 14,681  23,078 
Investing activities    
Purchases of property, plant and equipment (1,892) (2,885)
Net cash used in investing activities - continuing operations (1,892) (2,885)
Net cash provided by investing activities - discontinued operations 2,797  53,386 
Net cash provided by investing activities 905  50,501 
Financing activities    
Borrowings from credit facilities 197,898  256,606 
Proceeds from note payable 914  900 
Payments on credit facilities (197,898) (328,155)
Payments on note payable (906) (928)
Principal payments on finance lease obligations (300) (305)
Repurchase of common stock (1,037) (1,287)
Net cash used in financing activities (1,329) (73,169)
Increase in cash and cash equivalents 14,257  410 
Cash and cash equivalents, beginning of period 1,851  1,441 
Cash and cash equivalents, end of period $ 16,108  $ 1,851 
7

Ascent Industries Co.
Non-GAAP Financial Measures Reconciliation
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
($ in thousands)

Three Months Ended
December 31,
Year Ended
December 31,
($ in thousands) 2024 2023 2024 2023
Consolidated
Net income (loss) from continuing operations $ 84  $ (7,535) $ (11,225) $ (34,151)
Adjustments:
Interest expense, net 95  1,021  418  4,238 
Income taxes (111) (2,244) 6,159  (6,924)
Depreciation 1,447  1,527  5,936  6,161 
Amortization 372  376  1,487  1,505 
EBITDA 1,887  (6,855) 2,775  (29,171)
Acquisition costs and other 608  579  692  856 
Goodwill impairment —  —  —  11,389 
Gain on lease modification —  —  (67) — 
Stock-based compensation 45  224  204  594 
Non-cash lease expense 27  52  198  242 
Retention expense —  20  26 
Restructuring and severance costs —  39  208  130 
Adjusted EBITDA $ 2,567  $ (5,941) $ 4,013  $ (15,934)
% sales 6.3  % (14.4) % 2.3  % (8.2) %
Specialty Chemicals
Net income (loss) $ 1,775  $ (1,644) $ 1,093  $ (12,619)
Adjustments:
Interest expense 17  22  75  74 
Depreciation expense 946  948  3,809  3,798 
Amortization expense 174  158  695  634 
EBITDA 2,912  (516) 5,672  (8,113)
Acquisition costs and other 477  10  477  12 
Goodwill impairment —  —  —  11,389 
Stock-based compensation —  21 
Non-cash lease expense 19  66  88 
Restructuring and severance costs —  40  110  40 
Specialty Chemicals Adjusted EBITDA $ 3,398  $ (426) $ 6,332  $ 3,424 
% segment sales 18.7  % (2.3) % 7.8  % 4.1  %
Tubular Products
Net income (loss) from continuing operations $ 1,609  $ (3,995) $ 2,649  $ (11,210)
Adjustments:
Interest expense —  — 
Depreciation expense 485  557  2,052  2,274 
Amortization expense 198  217  792  871 
EBITDA 2,293  (3,221) 5,494  (8,065)
Acquisition costs and other —  —  30  — 
Stock-based compensation —  74  10  58 
Non-cash lease expense 13  25  88  118 
Retention expense — 
Restructuring and severance costs —  —  30  84 
Tubular Products Adjusted EBITDA $ 2,306  $ (3,114) $ 5,652  $ (7,797)
% segment sales 10.2  % (13.7) % 5.8  % (7.1) %
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