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0000095953false00000959532025-05-122025-05-12

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 12, 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 May 12, 2025, Ascent Industries Co. ("the Company") issued a press release announcing financial information for its first quarter ended March 31, 2025. 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 12, 2025 By: /s/ Ryan Kavalauskas
Ryan Kavalauskas
Chief Financial Officer


EX-99.1 2 acnt-20250331ex991.htm EX-99.1 Document
Exhibit 99.1

ascentlogoa.jpg

Ascent Industries Reports First Quarter 2025 Results
Schaumburg, Illinois, May 12, 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 first quarter ended March 31, 2025.

First Quarter 2025 Summary1
(in millions, except per share and margin) Q1 2025 Q1 2024 Change
Net Sales $24.7 $28.0 (11.8)%
Gross Profit $4.8 $2.3 108.7%
Gross Profit Margin 19.4% 8.2% 1120bps
Net Loss ($1.0) $(5.5) (81.8)%
Diluted Loss per Share ($0.10) $(0.37) (73.0)%
Adjusted EBITDA $0.8 $(2.7) +$3.5M
Adjusted EBITDA Margin 3.4% (9.6)% 1300bps
______________
1On April 4, 2025, the Company closed on a transaction to sell substantially all of the assets of Bristol Metals, LLC (“BRISMET”). As a result, financial results from BRISMET have been categorized into discontinued operations.

Management Commentary
“In Q1 2025, we built on our 2024 self‑help initiatives to double gross profit to $4.8 million and expand gross margin by 1,120 basis points to 19.4%, even as net sales held at $24.7 million,” said Ascent CEO Bryan Kitchen. Despite muted demand, our disciplined focus on product-mix optimization, cost management and operational rigor drove Specialty Chemicals Adjusted EBITDA to $2.0 million from a $0.3 million loss and lifted Tubular Products Adjusted EBITDA to $1.3 million, pushing margins toward 20%.

“As we shift from stabilization to growth mode, our team’s disciplined execution is already creating a robust pipeline of high-quality, organic growth opportunities. Although post‑election dynamics can provide additional tailwinds, it’s our strengthened foundation, clear strategy, disciplined operating model and exceptional talent that will carry Ascent toward a predictable, reliable, and profitable business model delivering durable value for our shareholders..”

First Quarter 2025 Financial Results
Net sales from continuing operations were $24.7 million compared to $28.0 million in the first quarter of 2024. The decline was a result of lower volume within both segments partially offset by increased pricing with specialty chemicals.

Gross profit from continuing operations increased 108.7% to $4.8 million, or 19.4% of net sales, compared to $2.3 million, or 8.2% of net sales, in the first quarter of 2024. The increase was primarily driven by continued cost management, improved strategic sourcing, and continued product line optimization.

Net loss from continuing operations improved to ($1.0) million, or ($0.10) diluted loss per share compared to a net loss from continuing operations of ($5.5) million, or ($0.37) diluted loss per share, in the first quarter of 2024.

Adjusted EBITDA increased to $0.8 million compared to $(2.7) million in the first quarter of 2024, with adjusted EBITDA margin increasing to 3.4% compared to (9.6)% in the prior year period. The improvement was primarily driven by the aforementioned cost and product mix optimization initiatives.

Segment Results
Ascent Chemicals – net sales totaled $17.8 million, compared to $20.3 million in Q1 2024, reflecting a 12.3% decrease. This was the anticipated result of a purposeful shift in product mix that began in 2024, which focused on building a more rateable, predictable and profitable book of business.
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While this shift led to a decrease in volume, it was offset by higher average selling prices, driving improved profitability in line with our long-term margin enhancement goals. Operating income in the first quarter improved significantly to $0.8 million compared to an operating loss of ($1.4) million in the prior year period. Adjusted EBITDA in the first quarter increased significantly to $2.0 million compared to $(0.3) million in the prior year period. As a percentage of segment net sales, adjusted EBITDA increased significantly to 11.0% compared to (1.4)% in the first quarter of 2024.

Ascent Tubular – net sales from continuing operations in the first quarter of 2025 were $6.9 million compared to $7.7 million in the first quarter of 2024. Operating income from continuing operations in the first quarter increased significantly to $1.0 million compared to an operating loss from continuing operations of ($0.1) million in the prior year period, reflecting reductions in material and labor costs. Adjusted EBITDA from continuing operations in the first quarter increased significantly to $1.3 million compared to $0.3 million in the prior year period. As a percentage of segment net sales, adjusted EBITDA increased significantly to 19.0% compared to 3.5% in the first quarter of 2024.

On April 4, 2025, the Company closed on the sale of substantially all of the assets of Bristol Metals, LLC. ("BRISMET") for a transaction price of $45 million in cash, subject to working capital and other closing adjustments. The sale of BRISMET leaves ASTI as the only remaining asset in the Tubular segment of Ascent.

Liquidity
As of March 31, 2025, the Company had $14.3 million in cash and cash equivalents, no debt outstanding under its revolving credit facilities and had $53.3 million in availability under its revolving credit facility. On April 4, 2025, the Company entered into an amended credit facility associated with the BRISMET transaction reducing its maximum revolving loan commitment. As of April 4, 2025, the Company had $18.8 million of remaining availability under it credit facility.

For the quarter ended March 31, 2025, the Company repurchased 16,822 shares at an average cost of $12.73 per share for approximately $0.2 million.

Conference Call
Ascent will hold a conference call today at 5:00 p.m. Eastern time to discuss its financial results for the first quarter ended March 31, 2025.

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

Date: Monday, May 12, 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 the production of specialty chemicals and stainless steel 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.
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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.
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
Ralf Esper
Gateway Group, Inc.
1-949-574-3860
ACNT@gateway-grp.com




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Ascent Industries Co.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
    
(Unaudited)
  March 31, 2025 December 31, 2024
Assets  
Current assets:  
Cash and cash equivalents $ 14,272  $ 16,098 
Accounts receivable, net of allowance for credit losses of $1,169 and $427, respectively 17,200  14,447 
Inventories 10,681  9,529 
Prepaid expenses and other current assets 1,975  1,453 
Current assets of discontinued operations 45,524  41,544 
Total current assets 89,652  83,071 
Property, plant and equipment, net 19,213  19,802 
Right-of-use assets, operating leases, net 27,813  28,225 
Intangible assets, net 6,678  7,009 
Deferred charges, net 297  309 
Other non-current assets, net 860  855 
Long-term assets of discontinued operations 8,029  7,979 
Total assets $ 152,542  $ 147,250 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 8,989  $ 7,290 
Accrued expenses and other current liabilities 6,344  3,828 
Current portion of note payable 97  369 
Current portion of operating lease liabilities 1,566  1,513 
Current portion of finance lease liabilities 330  334 
Current liabilities of discontinued operations 13,047  8,946 
Total current liabilities 30,373  22,280 
Long-term portion of operating lease liabilities 29,638  30,039 
Long-term portion of finance lease liabilities 939  1,015 
Deferred income taxes 386  320 
Other long-term liabilities 50  51 
Total non-current liabilities 31,013  31,425 
Total liabilities $ 61,386  $ 53,705 
Commitments and contingencies
Shareholders' equity:
Common stock, par value $1 per share; 24,000,000 shares authorized; 11,085,103 and 10,068,406 shares issued and outstanding, respectively $ 11,085  $ 11,085 
Capital in excess of par value 47,335  47,339 
Retained earnings 42,626  44,919 
  101,046  103,343 
Less: cost of common stock in treasury - 1,016,697 and 1,012,513 shares, respectively (9,890) (9,798)
Total shareholders' equity 91,156  93,545 
Total liabilities and shareholders' equity $ 152,542  $ 147,250 
Note: The condensed consolidated balance sheets at December 31, 2024 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
March 31,
2025 2024
Net sales
Tubular Products $ 6,897  $ 7,656 
Specialty Chemicals 17,835  20,296 
24,732  27,952 
Operating income (loss) from continuing operations
Tubular Products 1,004  (54)
Specialty Chemicals 754  (1,439)
All Other (795) (160)
Corporate
Unallocated corporate expenses (1,995) (2,690)
Acquisition costs and other (3) — 
Total Corporate (1,998) (2,690)
Operating loss (1,035) (4,343)
Interest expense, net 115  127 
Other, net (148) (119)
Loss from continuing operations before income taxes (1,002) (4,351)
Income tax benefit —  (585)
Loss from continuing operations (1,002) (3,766)
Loss from discontinued operations, net of tax (1,291) (1,727)
Net loss $ (2,293) $ (5,493)
Net loss per common share from continuing operations
Basic $ (0.10) $ (0.37)
Diluted $ (0.10) $ (0.37)
Net loss per common share from discontinued operations
Basic $ (0.13) $ (0.17)
Diluted $ (0.13) $ (0.17)
Net loss income per common share
Basic $ (0.23) $ (0.54)
Diluted $ (0.23) $ (0.54)
Average shares outstanding
Basic 10,076  10,094 
Diluted 10,076  10,094 
Other data:
Adjusted EBITDA1
$ 844  $ (2,674)
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)
Three Months Ended March 31,
2025 2024
Operating activities  
Net loss $ (2,293) $ (5,493)
Loss from discontinued operations, net of tax (1,291) (1,727)
Net loss from continuing operations (1,002) (3,766)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation expense 1,099  1,087 
Amortization expense 331  367 
Amortization of debt issuance costs 28  25 
Deferred income taxes —  (585)
(Reduction of) provision for losses on accounts receivable (384) 275 
Non-cash lease expense 29  40 
Stock-based compensation expense 118  204 
Changes in operating assets and liabilities:
Accounts receivable (2,369) (1,964)
Inventories (1,151) 3,828 
Other assets and liabilities (346) (78)
Accounts payable 1,495  1,193 
Accrued expenses 1,941  (121)
Accrued income taxes (51) 79 
Net cash (used in) provided by operating activities - continuing operations (262) 584 
Net cash used in operating activities - discontinued operations (438) (321)
Net cash (used in) provided by operating activities (700) 263 
Investing activities    
Purchases of property, plant and equipment (322) (238)
Net cash used in investing activities - continuing operations (322) (238)
Net cash used in investing activities - discontinued operations (248) (67)
Net cash used in investing activities (570) (305)
Financing activities    
Borrowings from credit facilities 44,571  50,950 
Payments on credit facilities (44,571) (50,950)
Payments on note payable (271) (271)
Principal payments on finance lease obligations (80) (75)
Repurchase of common stock (215) (163)
Net cash used in financing activities - continuing operations (566) (509)
Net cash used in financing activities - discontinued operations —  (1)
Net cash used in financing activities (566) (510)
Decrease in cash and cash equivalents (1,836) (552)
Less: Cash and cash equivalents of discontinued operations —  10 
Cash and cash equivalents, beginning of period 16,108  1,841 
Cash and cash equivalents, end of period $ 14,272  $ 1,299 
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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) 2025 2024
Consolidated
Net loss from continuing operations $ (1,002) $ (3,766)
Adjustments:
Interest expense, net 115  127 
Income taxes —  (585)
Depreciation 1,099  1,084 
Amortization 331  367 
EBITDA 543  (2,773)
Acquisition costs and other 237  — 
Stock-based compensation 35  55 
Non-cash lease expense 29  41 
Retention expense — 
Adjusted EBITDA $ 844  $ (2,674)
% sales 3.4  % (9.6) %
Specialty Chemicals
Net income (loss) $ 738  $ (1,458)
Adjustments:
Interest expense, net 16  19 
Depreciation 962  954 
Amortization 153  169 
EBITDA 1,869  (316)
Acquisition costs and other 92  — 
Stock-based compensation — 
Non-cash lease expense 19 
Specialty Chemicals Adjusted EBITDA $ 1,970  $ (290)
% segment sales 11.0  % (1.4) %
Tubular Products
Net income (loss) from continuing operations $ 1,004  $ (54)
Adjustments:
Interest expense, net — 
Depreciation 121  109 
Amortization 178  198 
EBITDA 1,304  253 
Stock-based compensation — 
Non-cash lease expense 10 
Tubular Products Adjusted EBITDA $ 1,309  $ 268 
% segment sales 19.0  % 3.5  %
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