8-K
Ascent Industries Co. (ACNT)
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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): November 4, 2025
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 November 4, 2025, Ascent Industries Co. ("the Company") issued a press release announcing financial information for its third quarter ended September 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 |
|---|---|
| 99.1 | Ascent Industries Co. Press Release dated November 4, 2025 |
| 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: November 4, 2025 | By: /s/ Ryan Kavalauskas |
| Ryan Kavalauskas | |
| Chief Financial Officer |
Document
Exhibit 99.1
Ascent Industries Co. Delivers Strongest Earnings Since 2022;
Gross Profit Nearly Doubles Year-Over-Year
Schaumburg, Illinois, November 4, 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 third quarter ended September 30, 2025.
Third Quarter 2025 Summary1
| (in millions, except per share and margin) | Q3 2025 | Q3 2024 | Change |
|---|---|---|---|
| Net Sales | $19.7 | $20.9 | (5.7)% |
| Gross Profit | $5.8 | $3.0 | 94.2% |
| Gross Profit Margin | 29.7% | 14.4% | 1,525bps |
| Net Loss | $(0.1) | $(7.8) | (98.4)% |
| Diluted Loss per Share | $(0.01) | $(0.77) | (98.7)% |
| Adjusted EBITDA | $1.4 | $(0.7) | +2.1M |
| Adjusted EBITDA Margin | 7.0% | (3.4)% | 1,038bps |
______________
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
“Our third quarter—and our first full quarter as a pure-play specialty chemicals company—delivered our strongest earnings performance since 2022,” said Bryan Kitchen, President and CEO of Ascent Industries Co. “That year included both our Chemicals and Tubular segments and benefited from pandemic-era tailwinds. Achieving this level of profitability today, while still absorbing the drag from our Munhall asset, underscores the resilience and earnings power of the platform we are building.”
“Gross profit nearly doubled year-over-year, and EBITDA margins improved significantly. This performance reflects disciplined sourcing, focused product-line management, and relentless operational rigor that continue to expand gross margin and earnings, even as demand remains muted across many end markets. The improvement is structural, not situational.”
Kitchen added, “Momentum is building. Quarter after quarter, we’re proving that our Chemicals-as-a-Service model delivers durable value, even in a sluggish macro backdrop. Our customer-centric approach and agility are resonating, and our growing pipeline of high-quality opportunities reinforces confidence in both our organic growth runway and earnings trajectory ahead.”
Third Quarter 2025 Financial Results
Net sales from continuing operations were $19.7 million compared to $20.9 million in the third quarter of 2024. The decline was a result of lower volume partially offset by increased average selling prices.
Gross profit from continuing operations increased 94.2% to $5.8 million, or 29.7% of net sales, compared to $3.0 million, or 14.4% of net sales, in the third quarter of 2024. The increase was primarily driven by continued cost management, strategic sourcing enhancements and further product line optimization.
Net loss from continuing operations decreased to ($0.1) million, or ($0.01) diluted loss per share compared to a net loss from continuing operations of ($7.8) million, or ($0.77) diluted loss per share, in the third quarter of 2024.
Adjusted EBITDA from continuing operations increased to $1.4 million in the third quarter of 2025, with adjusted EBITDA margin increasing to 7.0% compared to (3.4)% in the prior year period. The increase was primarily driven by the aforementioned increase in gross profit partially offset by investments in selling, general and administrative expenses.
Liquidity
As of September 30, 2025, the Company had $58.0 million in cash and cash equivalents, no debt outstanding under its revolving credit facilities and had $13.7 million in availability under its revolving credit facility.
For the quarter ended September 30, 2025, the Company repurchased 64,782 shares at an average cost of $12.85 per share for approximately $0.8 million.
Conference Call
Ascent will hold a conference call today at 5:00 p.m. Eastern time to discuss its financial results for the third quarter ended September 30, 2025.
Ascent management will host the conference call, followed by a question-and-answer period.
Date: Tuesday, November 4, 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.
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.
We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: 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 and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.
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
Ascent Industries Co.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
| (Unaudited) | ||||
|---|---|---|---|---|
| September 30, 2025 | December 31, 2024 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 58,042 | $ | 16,098 |
| Accounts receivable, net of allowance for credit losses of $1,161 and $202, respectively | 12,603 | 12,232 | ||
| Advances and other receivables | 5,378 | 52 | ||
| Inventories | 7,178 | 5,727 | ||
| Prepaid expenses and other current assets | 1,682 | 1,122 | ||
| Current assets of discontinued operations | — | 47,841 | ||
| Total current assets | 84,883 | 83,072 | ||
| Property, plant and equipment, net | 16,096 | 17,589 | ||
| Right-of-use assets, operating leases, net | 15,075 | 28,140 | ||
| Intangible assets, net | 2,986 | 3,445 | ||
| Deferred charges, net | 338 | 309 | ||
| Other non-current assets, net | 511 | 512 | ||
| Long-term assets of discontinued operations | — | 14,183 | ||
| Total assets | $ | 119,889 | $ | 147,250 |
| Liabilities and Shareholders' Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 5,466 | $ | 6,836 |
| Accrued expenses and other current liabilities | 5,691 | 3,598 | ||
| Current portion of note payable | 758 | 369 | ||
| Current portion of operating lease liabilities | 1,035 | 1,495 | ||
| Current portion of finance lease liabilities | 306 | 293 | ||
| Current liabilities of discontinued operations | — | 9,756 | ||
| Total current liabilities | 13,256 | 22,347 | ||
| Long-term portion of operating lease liabilities | 18,563 | 29,972 | ||
| Long-term portion of finance lease liabilities | 784 | 1,015 | ||
| Deferred income taxes | 153 | 320 | ||
| Other long-term liabilities | 45 | 51 | ||
| Total non-current liabilities | 19,545 | 31,358 | ||
| Total liabilities | $ | 32,801 | $ | 53,705 |
| Commitments and contingencies | ||||
| Shareholders' equity: | ||||
| Common stock, par value $1 per share; 24,000,000 shares authorized; 9,373,680 and 10,072,590 shares outstanding as of September 30, 2025 and December 31, 2024, respectively | $ | 11,085 | $ | 11,085 |
| Capital in excess of par value | 47,577 | 47,339 | ||
| Retained earnings | 46,825 | 44,919 | ||
| 105,487 | 103,343 | |||
| Less: cost of common stock in treasury - 1,711,423 and 1,012,513 shares, respectively | (18,399) | (9,798) | ||
| Total shareholders' equity | 87,088 | 93,545 | ||
| Total liabilities and shareholders' equity | $ | 119,889 | $ | 147,250 |
Note: The condensed consolidated balance sheets at December 31, 2024 have been derived from the audited consolidated financial statements at that date.
Ascent Industries Co.
Condensed Consolidated Statements of Income (Loss) (Unaudited)
($ in thousands, except per share data)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | 2023 | |||||
| Net sales | $ | 19,697 | $ | 20,878 | $ | 56,183 | $ | 62,642 |
| Cost of sales | 13,856 | 17,870 | 42,410 | 55,435 | ||||
| Gross profit | 5,841 | 3,008 | 13,773 | 7,207 | ||||
| Selling, general and administrative | 6,253 | 5,034 | 17,567 | 15,518 | ||||
| Acquisition costs and other | 398 | 2 | 665 | 54 | ||||
| Asset impairments | — | — | 1,622 | — | ||||
| Gain on lease modification | — | (67) | (544) | (67) | ||||
| Operating loss from continuing operations | (810) | (1,961) | (5,537) | (8,298) | ||||
| Other expense (income) | ||||||||
| Interest expense (income), net | (447) | 124 | (347) | 323 | ||||
| Other, net | (296) | (91) | (581) | (303) | ||||
| Loss from continuing operations before income taxes | (67) | (1,994) | (4,609) | (8,318) | ||||
| Income tax expense (benefit) | 58 | 5,807 | (32) | 4,413 | ||||
| Loss from continuing operations | (125) | (7,801) | (4,577) | (12,731) | ||||
| Income (loss) from discontinued operations, net of tax | (1,962) | 1,649 | 6,483 | 160 | ||||
| Net income (loss) | $ | (2,087) | $ | (6,152) | $ | 1,906 | $ | (12,571) |
| Net loss per common share from continuing operations: | ||||||||
| Basic | $ | (0.01) | $ | (0.77) | $ | (0.46) | $ | (1.26) |
| Diluted | $ | (0.01) | $ | (0.77) | $ | (0.46) | $ | (1.26) |
| Net income (loss) per common share from discontinued operations: | ||||||||
| Basic | $ | (0.20) | $ | 0.16 | $ | 0.65 | $ | 0.02 |
| Diluted | $ | (0.20) | $ | 0.16 | $ | 0.65 | $ | 0.02 |
| Net income (loss) per common share: | ||||||||
| Basic | $ | (0.20) | $ | (0.61) | $ | 0.19 | $ | (1.24) |
| Diluted | $ | (0.20) | $ | (0.61) | $ | 0.19 | $ | (1.24) |
| Weighted average shares outstanding: | ||||||||
| Basic | 9,751 | 10,126 | 9,913 | 10,110 | ||||
| Diluted | 9,751 | 10,126 | 9,913 | 10,110 | ||||
| Adjusted EBITDA1 | $ | 1,376 | $ | (709) | $ | 575 | $ | (4,139) |
1We define "EBITDA" as earnings before interest, income taxes, depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of non-cash and other items we do not consider in our evaluation of ongoing performance. These items include: 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 and severance costs from net income. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other companies because not all companies calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.
Ascent Industries Co.
Consolidated Statements of Cash Flows (Unaudited)
($ in thousands)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating activities | ||||
| Net income (loss) | $ | 1,906 | $ | (12,571) |
| Income from discontinued operations, net of tax | 6,483 | 160 | ||
| Net loss from continuing operations | (4,577) | (12,731) | ||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||
| Depreciation expense | 2,724 | 2,923 | ||
| Amortization expense | 459 | 522 | ||
| Amortization of debt issuance costs | 217 | 74 | ||
| Asset impairments | 1,622 | — | ||
| Deferred income taxes | (32) | 6,639 | ||
| (Reduction of) provision for losses on accounts receivable | (488) | 214 | ||
| Non-cash lease expense | 85 | 96 | ||
| Stock-based compensation expense | 512 | 592 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable and advances | (5,210) | (246) | ||
| Inventories | (1,450) | 3,692 | ||
| Other assets and liabilities | (1,517) | (708) | ||
| Accounts payable | (1,535) | (2,621) | ||
| Accrued expenses | 1,741 | 1,809 | ||
| Accrued income taxes | (119) | 669 | ||
| Net cash (used in) provided by operating activities - continuing operations | (7,568) | 924 | ||
| Net cash provided by operating activities - discontinued operations | 6,783 | 4,934 | ||
| Net cash (used in) provided by operating activities | (785) | 5,858 | ||
| Investing activities | ||||
| Purchases of property, plant and equipment | (1,082) | (737) | ||
| Net cash used in investing activities - continuing operations | (1,082) | (737) | ||
| Net cash provided by investing activities - discontinued operations | 52,525 | 2,253 | ||
| Net cash provided by investing activities | 51,443 | 1,516 | ||
| Financing activities | ||||
| Borrowings from credit facilities | 114,470 | 156,923 | ||
| Proceeds from note payable | 1,085 | 914 | ||
| Payments on credit facilities | (114,470) | (156,923) | ||
| Payments on note payable | (696) | (633) | ||
| Principal payments on finance lease obligations | (219) | (219) | ||
| Repurchase of common stock | (8,875) | (738) | ||
| Net cash used in financing activities - continuing operations | (8,705) | (676) | ||
| Net cash used in financing activities - discontinued operations | (19) | (2) | ||
| Net cash used in financing activities | (8,724) | (678) | ||
| Increase in cash and cash equivalents | 41,934 | 6,696 | ||
| 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 | $ | 58,042 | $ | 8,547 |
Ascent Industries Co.
Non-GAAP Financial Measures Reconciliation
Reconciliation of Net Income (Loss) to Adjusted EBITDA (Unaudited)
($ in thousands)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Consolidated | ||||||||||||
| Net loss from continuing operations | $ | (125) | $ | (7,801) | $ | (4,577) | $ | (12,731) | ||||
| Adjustments: | ||||||||||||
| (447) | 124 | (347) | 323 | |||||||||
| 58 | 5,807 | (32) | 4,413 | |||||||||
| 854 | 962 | 2,725 | 2,923 | |||||||||
| 153 | 174 | 458 | 522 | |||||||||
| EBITDA | 493 | (734) | (1,773) | (4,550) | ||||||||
| 398 | 2 | 665 | 54 | |||||||||
| — | — | 1,622 | — | |||||||||
| — | (67) | (544) | (67) | |||||||||
| 197 | 55 | 318 | 148 | |||||||||
| 86 | 35 | 85 | 96 | |||||||||
| — | — | — | 3 | |||||||||
| 202 | — | 202 | 177 | |||||||||
| Adjusted EBITDA | $ | 1,376 | $ | (709) | $ | 575 | $ | (4,139) | ||||
| 7.0 | % | (3.4) | % | 1.0 | % | (6.6) | % | |||||
| Specialty Chemicals | ||||||||||||
| Net income (loss) | $ | 2,138 | $ | 367 | $ | 4,375 | $ | (681) | ||||
| Adjustments: | ||||||||||||
| 7 | 19 | 39 | 57 | |||||||||
| 830 | 945 | 2,671 | 2,863 | |||||||||
| 153 | 174 | 458 | 522 | |||||||||
| EBITDA | 3,128 | 1,505 | 7,543 | 2,761 | ||||||||
| — | — | 92 | — | |||||||||
| 4 | — | 4 | 7 | |||||||||
| 26 | 19 | 30 | 57 | |||||||||
| — | — | — | 109 | |||||||||
| Specialty Chemicals Adjusted EBITDA | $ | 3,158 | $ | 1,524 | $ | 7,669 | $ | 2,934 | ||||
| 16.0 | % | 7.3 | % | 13.7 | % | 4.7 | % |
All values are in US Dollars.
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