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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, 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 August 6, 2025, Ascent Industries Co. ("the Company") issued a press release announcing financial information for its second quarter ended June 30, 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: August 6, 2025 By: /s/ Ryan Kavalauskas
Ryan Kavalauskas
Chief Financial Officer


EX-99.1 2 acnt-20250630ex991.htm EX-99.1 Document
Exhibit 99.1

ascentlogoa.jpg

Ascent Industries Reports Second Quarter 2025 Results
Schaumburg, Illinois, August 6, 2025 – Ascent Industries Co. (Nasdaq: ACNT) (“Ascent” or the “Company”), a specialty chemicals platform focused on the development, production, and distribution of tailored, performance-driven chemical solutions, is reporting its results for the second quarter ended June 30, 2025.

Second Quarter 2025 Summary1
(in millions, except per share and margin) Q2 2025 Q2 2024 Change
Net Sales $18.7 21.5 (13.0)%
Gross Profit $4.9 $2.8 73.0%
Gross Profit Margin 26.1% 13.1% 1,298bps
Net Loss $(2.4) $(1.5) 60.0%
Diluted Loss per Share $(0.25) $(0.14) 78.6%
Adjusted EBITDA $(0.3) $(0.3) -$52K
Adjusted EBITDA Margin (1.8)% (1.3)% -50bps
______________
1On April 4, 2025, the Company closed on a transaction to sell substantially all of the assets of Bristol Metals, LLC (“BRISMET”). On June 30, 2025, the Company closed on a transaction to sell substantially all of the assets of American Stainless Tubing, Inc ("ASTI"). As a result, financial results from BRISMET and ASTI have been categorized into discontinued operations.

Management Commentary
“In Q2 2025, we delivered on our portfolio-optimization commitments—completing the sale of BRISMET in April and ASTI in June—to fully transform Ascent into a pure-play specialty chemicals company,” said Bryan Kitchen, CEO of Ascent Industries.

“Even amid muted end-market demand and navigating two divestitures, our team delivered $4.9 million in gross profit from continuing operations in Q2 2025, lifting gross margin to 26.1%—up 1,298 basis points versus 13.1% in Q2 2024 and up 888 basis points versus 17% in Q1 2025— improvements reflective of our relentless focus on cost management, strategic sourcing, and ongoing product-line optimization."

"We are energized by a growing pipeline of high-quality growth opportunities and remain committed to driving durable value for our shareholders. Underscoring our confidence and commitment, we repurchased 644,171 shares—about 6% of our outstanding stock—in Q2 2025, returning cash directly to shareholders.”

Second Quarter 2025 Financial Results
Net sales from continuing operations were $18.7 million compared to $21.5 million in the second quarter of 2024. The decline was a result of lower volume partially offset by increased average selling prices.

Gross profit from continuing operations increased 73.0% to $4.9 million, or 26.1% of net sales, compared to $2.8 million, or 13.1% of net sales, in the second 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 increased to ($2.4) million, or ($0.25) diluted loss per share compared to a net loss from continuing operations of ($1.5) million, or ($0.14) diluted loss per share, in the second quarter of 2024. Excluding the one time asset impairment charge in the quarter, net loss from continuing operations decreased to ($0.8) million.

Adjusted EBITDA remained flat to prior year at ($0.3) million in the second quarter of 2025, with adjusted EBITDA margin decreasing to (1.8)% compared to (1.3)% in the prior year period. The decrease was primarily driven by the aforementioned decline in sales in the quarter.

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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. On June 30, 2025, the Company closed on a transaction to sell substantially all of the assets of American Stainless Tubing, Inc ("ASTI") for a transaction price of $16 million in cash, subject to working capital and other closing adjustments. As a result of these transactions, financial results from BRISMET and ASTI have been categorized into discontinued operations and the Company no longer has any operating tubular assets.

Liquidity
As of June 30, 2025, the Company had $60.5 million in cash and cash equivalents, no debt outstanding under its revolving credit facilities and had $13.4 million in availability under its revolving credit facility.

For the quarter ended June 30, 2025, the Company repurchased 644,171 shares at an average cost of $12.15 per share for approximately $7.8 million.

Conference Call
Ascent will hold a conference call today at 5:00 p.m. Eastern time to discuss its financial results for the second quarter ended June 30, 2025.

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

Date: Wednesday, August 6, 2025
Time: 5:00 p.m. Eastern time
Live Call Registration Link: Here
Webcast Registration Link: Here

Please call the conference telephone number 5-10 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, Inc. 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 specialty chemicals platform focused on the development, production, and distribution of tailored, performance-driven chemical solutions. 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 (loss).
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)
  June 30, 2025 December 31, 2024
Assets  
Current assets:  
Cash and cash equivalents $ 60,479  $ 16,098 
Accounts receivable, net of allowance for credit losses of $1,067 and $202, respectively
12,345  12,232 
Advances and other receivables 5,352  52 
Inventories 6,666  5,727 
Prepaid expenses and other current assets 2,069  1,122 
Current assets of discontinued operations —  47,841 
Total current assets 86,911  83,072 
Property, plant and equipment, net 16,242  17,589 
Right-of-use assets, operating leases, net 15,401  28,140 
Intangible assets, net 3,139  3,445 
Deferred charges, net 376  309 
Other non-current assets, net 511  512 
Long-term assets of discontinued operations —  14,183 
Total assets $ 122,580  $ 147,250 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 5,197  $ 6,836 
Accrued expenses and other current liabilities 5,484  3,598 
Current portion of note payable 1,084  369 
Current portion of operating lease liabilities 1,016  1,495 
Current portion of finance lease liabilities 301  293 
Current liabilities of discontinued operations —  9,756 
Total current liabilities 13,082  22,347 
Long-term portion of operating lease liabilities 18,823  29,972 
Long-term portion of finance lease liabilities 862  1,015 
Deferred income taxes 49  320 
Other long-term liabilities 48  51 
Total non-current liabilities 19,782  31,358 
Total liabilities $ 32,864  $ 53,705 
Commitments and contingencies
Shareholders' equity:
Common stock, par value $1 per share; 24,000,000 shares authorized; 9,430,183 and 10,072,590 shares outstanding as of June 30, 2025 and December 31, 2024 , respectively
$ 11,085  $ 11,085 
Capital in excess of par value 47,375  47,339 
Retained earnings 48,912  44,919 
  107,372  103,343 
Less: cost of common stock in treasury - 1,654,920 and 1,012,513 shares, respectively
(17,656) (9,798)
Total shareholders' equity 89,716  93,545 
Total liabilities and shareholders' equity $ 122,580  $ 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) (Unaudited)
($ in thousands, except per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2024 2023
Net sales $ 18,652  $ 21,468  $ 36,486  $ 41,764 
Cost of sales 13,786  18,655  28,553  37,565 
Gross profit 4,866  2,813  7,933  4,199 
Selling, general and administrative 6,444  4,604  11,315  10,484 
Acquisition costs and other 31  52  268  52 
Asset impairments 1,622 —  1,622  — 
Gain on lease modification (544) —  (544) — 
Operating loss from continuing operations (2,687) (1,843) (4,728) (6,337)
Other expense (income)
Interest expense, net (15) 72  99  199 
Other, net (136) (93) (285) (212)
Loss from continuing operations before income taxes (2,536) (1,822) (4,542) (6,324)
Income tax benefit (89) (372) (89) (1,393)
Loss from continuing operations (2,447) (1,450) (4,453) (4,931)
Income (loss) from discontinued operations, net of tax 8,733  524  8,446  (1,488)
Net income (loss) $ 6,286  $ (926) $ 3,993  $ (6,419)
Net loss per common share from continuing operations:
Basic $ (0.25) $ (0.14) $ (0.45) $ (0.49)
Diluted $ (0.25) $ (0.14) $ (0.45) $ (0.49)
Net income (loss) per common share from discontinued operations:
Basic $ 0.90  $ 0.05  $ 0.85  $ (0.15)
Diluted $ 0.90  $ 0.05  $ 0.85  $ (0.15)
Net income (loss) per common share:
Basic $ 0.65  $ (0.09) $ 0.40  $ (0.63)
Diluted $ 0.65  $ (0.09) $ 0.40  $ (0.63)
Weighted average shares outstanding:
Basic 9,751  10,126  9,913  10,110 
Diluted 9,751  10,126  9,913  10,110 
Adjusted EBITDA1
$ (335) $ (283) $ (802) $ (3,430)
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 (loss). 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,
2025 2024
Operating activities  
Net income (loss) $ 3,993  $ (6,419)
Income (loss) from discontinued operations, net of tax 8,446  (1,488)
Net loss from continuing operations (4,453) (4,931)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:    
Depreciation expense 1,870  1,961 
Amortization expense 306  347 
Amortization of debt issuance costs 179  50 
Asset impairments 1,622  — 
Deferred income taxes (90) (1,393)
(Reduction of) provision for losses on accounts receivable (506) 217 
Non-cash lease expense (1) 61 
Stock-based compensation expense 222  360 
Changes in operating assets and liabilities:
Accounts receivable and advances (4,908) 1,013 
Inventories (939) 2,338 
Other assets and liabilities (1,937) (815)
Accounts payable (1,712) (89)
Accrued expenses 1,387  1,003 
Accrued income taxes 19  630 
Net cash (used in) provided by operating activities - continuing operations (8,941) 752 
Net cash provided by operating activities - discontinued operations 6,845  1,678 
Net cash (used in) provided by operating activities (2,096) 2,430 
Investing activities    
Purchases of property, plant and equipment (466) (458)
Net cash used in investing activities - continuing operations (466) (458)
Net cash provided by (used in) investing activities - discontinued operations 54,425  (312)
Net cash provided by (used in) investing activities 53,959  (770)
Financing activities    
Borrowings from credit facilities 89,670  107,700 
Proceeds from note payable 1,085  914 
Payments on credit facilities (89,670) (107,700)
Payments on note payable (370) (359)
Principal payments on finance lease obligations (144) (148)
Repurchase of common stock (8,044) (320)
Net cash (used in) provided by financing activities - continuing operations (7,473) 87 
Net cash used in financing activities - discontinued operations (19) (3)
Net cash (used in) provided by financing activities (7,492) 84 
Decrease in cash and cash equivalents 44,371  1,744 
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 $ 60,479  $ 3,595 
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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) 2025 2024 2025 2024
Consolidated
Net loss from continuing operations $ (2,447) $ (1,450) $ (4,453) $ (4,931)
Adjustments:
Interest expense, net (15) 72  99  199 
Income taxes (89) (372) (89) (1,393)
Depreciation 893  985  1,870  1,961 
Amortization 153  179  306  348 
EBITDA (1,505) (586) (2,267) (3,816)
Acquisition costs and other 31  52  268  52 
Asset impairments 1,622  —  1,622  — 
Gain on lease modification (544) —  (544) — 
Stock-based compensation 86  44  120  93 
Non-cash lease expense (25) 30  (1) 61 
Retention expense —  —  — 
Restructuring and severance costs —  177  —  177 
Adjusted EBITDA $ (335) $ (283) $ (802) $ (3,430)
% sales (1.8) % (1.3) % (2.2) % (8.2) %
Specialty Chemicals
Net income (loss) $ 1,499  $ 409  $ 2,237  $ (1,049)
Adjustments:
Interest expense, net 15  20  32  39 
Depreciation 878  964  1,840  1,918 
Amortization 153  179  306  348 
EBITDA 2,545  1,572  4,415  1,256 
Acquisition costs and other —  —  92  — 
Stock-based compensation —  —  — 
Non-cash lease expense (5) 19  38 
Restructuring and severance costs —  109  —  109 
Specialty Chemicals Adjusted EBITDA $ 2,540  $ 1,700  $ 4,510  $ 1,410 
% segment sales 13.6  % 7.9  % 12.4  % 3.4  %
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