Ascent Industries (NASDAQ: ACNT) adds Midwest Graphic in $14M cash deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ascent Industries Co. completed the acquisition of substantially all assets and certain liabilities of Midwest Graphic Sales and Sigma Coatings for $14.0 million, funded with cash on hand, and simultaneously closed the transaction. About $1.05 million of the price is held in escrow for 18 months for potential adjustments and indemnities.
For the first quarter ended March 31, 2026, net sales from continuing operations were $19.4 million, up from $17.8 million a year earlier, while gross margin declined to 14.5% from 17.2% due to timing of manufacturing variances and cost recovery. Net loss from continuing operations narrowed to $2.0 million, or $(0.21) per diluted share, and Adjusted EBITDA was a loss of $1.0 million, compared with a $0.5 million loss in the prior-year quarter.
As of March 31, 2026, Ascent held $47.8 million in cash and cash equivalents, had no borrowings under its revolving credit facilities, and repurchased 295,695 shares for approximately $3.9 million, representing about 3.2% of outstanding shares.
Positive
- None.
Negative
- None.
Insights
Small bolt-on acquisition and mixed Q1 margins keep outlook balanced.
Ascent Industries is paying $14.0 million in cash for Midwest Graphic Sales and Sigma Coatings, adding specialty coatings for regulated food, pharma, and personal care packaging. Management expects the deal to be immediately accretive to cash and Adjusted EBITDA, with $1.05 million held in escrow for 18 months.
Q1 2026 showed 9.0% net sales growth to $19.4 million, but gross margin fell from 17.2% to 14.5%, and Adjusted EBITDA loss widened to $(1.0) million. The company attributes pressure to onboarding new programs rather than structural cost increases, while highlighting a path to $3–$5 million incremental run‑rate gross profit by Q4 2026.
Liquidity remains solid with $47.8 million of cash and no revolver debt after repurchasing about 3.2% of shares for $3.9 million. Future disclosures on Midwest’s contribution and margin improvement progress through Q4 2026 will clarify how effectively Ascent executes its Chemicals‑as‑a‑Service strategy.
8-K Event Classification
5 items: 1.01, 2.01, 2.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Midwest acquisition price: $14.0 million
Escrow amount: $1.05 million
Q1 2026 net sales: $19.4 million
+5 more
8 metrics
Midwest acquisition price
$14.0 million
Purchase price for substantially all assets and certain liabilities
Escrow amount
$1.05 million
Held for 18 months for adjustments and indemnities
Q1 2026 net sales
$19.4 million
From continuing operations, vs. $17.8 million in Q1 2025
Q1 2026 gross margin
14.5%
Down from 17.2% in Q1 2025
Q1 2026 net loss
$2.0 million
Net loss from continuing operations
Q1 2026 Adjusted EBITDA
$(0.963) million
Consolidated Adjusted EBITDA from continuing operations
Cash balance
$47.8 million
Cash and cash equivalents as of March 31, 2026
Share repurchases
295,695 shares for ~$3.9 million
Q1 2026 repurchases at $12.92 average price
Key Terms
Material Definitive Agreement, Adjusted EBITDA, Chemicals-as-a-Service, Non-GAAP, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement. On May 4, 2026, Ascent Industries Co."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Adjusted EBITDA financial
"Adjusted EBITDA from continuing operations decreased to a loss of ($1.0) million in the first quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Chemicals-as-a-Service financial
"The acquisition directly supports Ascent’s Chemicals-as-a-Service (“CaaS”) strategy and is expected to"
Chemicals-as-a-service is a business model in which a supplier provides the performance or outcome of a chemical—such as cleaning, coating, cooling or ingredient function—on a subscription or pay-per-use basis rather than selling raw product by volume. For investors it signals more predictable, recurring revenue, closer customer ties and potential cost or environmental advantages (like waste reduction and on-site management), but also requires different capital allocations and operational risks compared with traditional chemical sales.
Non-GAAP financial
"Financial statement information included in this earnings release includes non-GAAP (Generally Accepted Accounting Principles) measures"
Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.
escrow financial
"$1.05 MM ESCROW HELD FOR 18 MONTHS 7.5% $14.00 MM PURCHASE PRICE"
A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.
Earnings Snapshot
Net sales (continuing ops): $19.4 million · Guidance included
Q1 2026
Net sales (continuing ops)
$19.4 million
9.0% vs Q1 2025
Gross profit
$2.8 million
-8.3% vs Q1 2025
Gross margin
14.5%
down from 17.2% in Q1 2025
Net loss (continuing ops)
$2.0 million
narrowed from $2.2 million
Diluted loss per share
$(0.21)
slightly improved from $(0.22)
Adjusted EBITDA
$(0.963) million
more negative than $(0.465) million in Q1 2025
Guidance
Management cites actions underway and indicates a path to more than $3–$5 million of incremental run-rate gross profit improvement, with the majority expected by the fourth quarter of 2026.
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 4, 2026
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
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 1.01. Entry into a Material Definitive Agreement.
On May 4, 2026, Ascent Industries Co. (the “Company”) entered into a definitive agreement (the "Purchase Agreement”) with Midwest Graphics Sales Inc., an Illinois corporation and affiliated entity Sigma Coatings, Inc., an Illinois corporation, collectively (“Seller"), pursuant to which the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants from the parties, including certain indemnification and non-solicitation provisions applicable to Seller and its affiliates. In addition, a portion of the purchase price will be placed into a third-party escrow account to satisfy certain purchase price adjustments and indemnification obligations (if any) of Seller for a period of 18 months post closing.
In connection with the Purchase Agreement, the Company received a letter of consent from BMO Bank N.A. ("BMO"), as lender under the Sixth Amendment to Credit Agreement and Omnibus Amendment to Loan Documents dated December 10, 2025 by and between the Company and BMO, consenting to the acquisition of Seller.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to (a) the other items of this Current Report on Form 8-K and (b) the Purchase Agreement and Letter of Consent, which are filed herewith as Exhibits 2.1 and 10.1, respectively, and is incorporated by reference herein. A copy of the Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. In particular, the Purchase Agreement contains representations, warranties and covenants that were made as of specific dates and only for the benefit of the parties to the Purchase Agreement and are qualified by information included in confidential disclosure schedules. Moreover, certain representations, warranties and covenants in the Purchase Agreement were made for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the representations, warranties and covenants in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the parties to the agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 above is hereby incorporated into this Item 2.01 by reference.
Item 2.02. Results of Operations and Financial Condition
On May 6, 2026, the Company issued a press release announcing financial information for its first quarter ended March 31, 2026. 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 7.01 Regulation FD Disclosure.
On May 6, 2026, the Company issued a press release and acquisition supplement announcing that it had entered into the Purchase Agreement. A copy of the press release and acquisition supplement are attached hereto as Exhibits 99.2 and 99.3, respectively.
The information contained in Exhibits 99.2 and 99.3 is furnished under this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibit | ||||
2.1* | Asset Purchase Agreement by and among Ascent Industries Co., Midwest Graphic Sales, Inc. and Sigma Coatings, Inc. dated as of May 4, 2026 | ||||
10.1 | Letter of Consent from BMO Bank N.A. dated May 4, 2026 | ||||
99.1 | Earnings Press Release dated May 6, 2026 | ||||
99.2 | Acquisition Press Release dated May 6, 2026 | ||||
99.3 | Acquisition Infographic dated May 6, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
*Portions of the exhibit have been omitted because the omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential. Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant undertakes to furnish the omitted information and schedules upon request by the SEC.
SIGNATURES
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 6, 2026 | By: /s/ Ryan Kavalauskas | ||||
| Ryan Kavalauskas | |||||
| Chief Financial Officer | |||||
Exhibit 99.1
Schaumburg, Illinois, May 6, 2026 – Ascent Industries Co. (Nasdaq: ACNT) (“Ascent” or the “Company”), a specialty chemicals platform delivering differentiated, performance-driven chemical solutions, is reporting its results for the first quarter ended March 31, 2026.
First Quarter 2026 Summary1
| (in millions, except per share and margin) | Q1 2026 | Q1 2025 | Change | ||||||||
| Net Sales | $19.4 | $17.8 | 9.0% | ||||||||
| Gross Profit | $2.8 | $3.1 | (8.3)% | ||||||||
| Gross Profit Margin | 14.5% | 17.2% | -272bps | ||||||||
| Net Loss | $(2.0) | $(2.2) | (9.0)% | ||||||||
| Diluted Loss per Share | $(0.21) | $(0.22) | (4.5)% | ||||||||
| Adjusted EBITDA | $(1.0) | $(0.5) | -$0.5M | ||||||||
| Adjusted EBITDA Margin | (5.0)% | (2.6)% | -235bps | ||||||||
______________
1On 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 ASTI for the first quarter of 2025 have been categorized into discontinued operations.
Management Commentary
“Despite ongoing market headwinds, we delivered nearly double-digit growth versus the prior year and sequential improvement quarter over quarter, reflecting strong execution and continued momentum across the business,” said J. Bryan Kitchen, President and Chief Executive Officer of Ascent Industries Co. “During the quarter, we moved with speed to win and onboard a range of high-quality, long-term customer programs. This reflects the flexibility of our platform, allowing us to secure the right work quickly and then optimize how it is sourced, routed, and produced."
“As expected, onboarding these programs created near-term inefficiencies; however, these impacts are temporary and reflect sequencing, not structure,” Kitchen continued. “This same sequencing is reflected in our gross margin performance for the quarter, where timing and cost absorption related to onboarding and scaling new programs pressured reported results. Importantly, the underlying indicators remain constructive: material margins are improving, we have not seen a structural change in our labor or overhead cost base, and as we optimize sourcing, align production across our asset base, and scale volumes, we expect these programs to meet our long-term margin thresholds. Based on actions already underway, we see a clear path to more than $3 to $5 million of incremental run-rate gross profit improvement, with the majority expected to be realized by the fourth quarter of 2026.”
“We were also active in deploying capital during the quarter, repurchasing approximately 3.2% of our outstanding shares,” Kitchen added. “We remain disciplined in how we allocate capital, investing in the platform, executing on targeted acquisitions, and returning capital to shareholders where we see compelling value.”
First Quarter 2026 Financial Results
Net sales from continuing operations were $19.4 million compared to $17.8 million in the first quarter of 2025. The increase was a result of increases in volume and average selling prices.
Gross profit from continuing operations decreased 8.3% to $2.8 million, or 14.5% of net sales, compared to $3.1 million, or 17.2% of net sales, in the first quarter of 2025. The decrease was primarily driven by the timing of manufacturing variances and cost recovery in relation to sales.
Net loss from continuing operations decreased to ($2.0) million compared to ($2.2) million in the first quarter of 2025. Diluted loss per share decreased to ($0.21) in the first quarter of 2026 compared to a diluted loss per share of ($0.22) in the first quarter of 2025.
1
Adjusted EBITDA from continuing operations decreased to a loss of ($1.0) million in the first quarter of 2026, with adjusted EBITDA margin decreasing to (5.0)% compared to (2.6)% in the prior year period. The decrease was primarily driven by the aforementioned decrease in gross profit.
Liquidity
As of March 31, 2026, the Company had $47.8 million in cash and cash equivalents, no debt outstanding under its revolving credit facilities and had $14.2 million in availability under its revolving credit facility.
For the quarter ended March 31, 2026, the Company repurchased 295,695 shares at an average cost of $12.92 per share for approximately $3.9 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, 2026.
Ascent management will host the conference call, followed by a question-and-answer period.
Date: Wednesday, May 6, 2026
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 Investor Relations at 1-630-884-9181.
The conference call will also be broadcast live and available for replay via the webcast registration link above. 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 delivering differentiated, 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.
2
Investor Relations
1-630-884-9181
investorrelations@ascentco.com
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Ascent Industries Co.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
| (Unaudited) | |||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 47,821 | $ | 57,606 | |||||||
Accounts receivable, net of allowance for credit losses of $1,018 and $1,004, respectively | 12,541 | 10,040 | |||||||||
| Advances and other receivables | 5,397 | 5,389 | |||||||||
| Inventories | 7,429 | 8,742 | |||||||||
| Prepaid expenses and other current assets | 1,125 | 1,243 | |||||||||
| Total current assets | 74,313 | 83,020 | |||||||||
| Property, plant and equipment, net | 15,466 | 15,762 | |||||||||
| Right-of-use assets, operating leases, net | 9,221 | 9,368 | |||||||||
| Intangible assets, net | 2,716 | 2,833 | |||||||||
| Deferred charges, net | 351 | 401 | |||||||||
| Other non-current assets, net | 547 | 553 | |||||||||
| Total assets | $ | 102,614 | $ | 111,937 | |||||||
| Liabilities and Shareholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 4,447 | $ | 5,490 | |||||||
| Accrued expenses and other current liabilities | 2,929 | 5,389 | |||||||||
| Current portion of note payable | 107 | 433 | |||||||||
| Current portion of operating lease liabilities | 733 | 712 | |||||||||
| Current portion of finance lease liabilities | 335 | 331 | |||||||||
| Total current liabilities | 8,551 | 12,355 | |||||||||
| Long-term portion of operating lease liabilities | 11,301 | 11,496 | |||||||||
| Long-term portion of finance lease liabilities | 722 | 808 | |||||||||
| Deferred income taxes | 356 | 241 | |||||||||
| Other long-term liabilities | 43 | 45 | |||||||||
| Total non-current liabilities | 12,422 | 12,590 | |||||||||
| Total liabilities | $ | 20,973 | $ | 24,945 | |||||||
| Commitments and contingencies | |||||||||||
| Shareholders' equity: | |||||||||||
Common stock, par value $1 per share; 24,000,000 shares authorized; 9,212,814 and 9,400,898 shares outstanding as of March 31, 2026 and December 31, 2025, respectively | $ | 11,085 | $ | 11,085 | |||||||
| Capital in excess of par value | 47,656 | 48,276 | |||||||||
| Retained earnings | 43,806 | 45,786 | |||||||||
| 102,547 | 105,147 | ||||||||||
Less: cost of common stock in treasury - 1,872,289 and 1,684,205 shares, respectively | (20,906) | (18,155) | |||||||||
| Total shareholders' equity | 81,641 | 86,992 | |||||||||
| Total liabilities and shareholders' equity | $ | 102,614 | $ | 111,937 | |||||||
Note: The condensed consolidated balance sheets at December 31, 2025 have been derived from the audited consolidated financial statements at that date.
4
Ascent Industries Co.
Condensed Consolidated Statements of Income (Loss)
($ in thousands, except per share data)
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | 19,415 | $ | 17,835 | |||||||
| Cost of sales | 16,604 | 14,767 | |||||||||
| Gross profit | 2,811 | 3,068 | |||||||||
| Selling, general and administrative | 5,124 | 4,871 | |||||||||
| Research and development | 63 | — | |||||||||
| Acquisition costs and other | — | 237 | |||||||||
| Operating loss from continuing operations | (2,376) | (2,040) | |||||||||
| Other expense (income) | |||||||||||
| Interest (income) expense, net | (294) | 114 | |||||||||
| Other, net | (216) | (148) | |||||||||
| Loss from continuing operations before income taxes | (1,866) | (2,006) | |||||||||
| Income tax expense | 114 | 169 | |||||||||
| Loss from continuing operations | (1,980) | (2,175) | |||||||||
| Loss from discontinued operations, net of tax | — | (118) | |||||||||
| Net loss | $ | (1,980) | $ | (2,293) | |||||||
| Net loss per common share from continuing operations: | |||||||||||
| Basic | $ | (0.21) | $ | (0.22) | |||||||
| Diluted | $ | (0.21) | $ | (0.22) | |||||||
| Net loss per common share from discontinued operations: | |||||||||||
| Basic | $ | — | $ | (0.01) | |||||||
| Diluted | $ | — | $ | (0.01) | |||||||
| Net loss per common share: | |||||||||||
| Basic | $ | (0.21) | $ | (0.23) | |||||||
| Diluted | $ | (0.21) | $ | (0.23) | |||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | 9,418 | 10,076 | |||||||||
| Diluted | 9,418 | 10,076 | |||||||||
Adjusted EBITDA1 | $ | (963) | $ | (465) | |||||||
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.
5
Ascent Industries Co.
Consolidated Statements of Cash Flows
($ in thousands)
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (1,980) | $ | (2,293) | |||||||
| Loss from discontinued operations, net of tax | — | (118) | |||||||||
| Net loss from continuing operations | (1,980) | (2,175) | |||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation expense | 861 | 977 | |||||||||
| Amortization expense | 117 | 153 | |||||||||
| Amortization of debt issuance costs | 50 | 28 | |||||||||
| Deferred income taxes | 114 | — | |||||||||
| Provision for (reduction of) losses on accounts receivable | 15 | (384) | |||||||||
| Non-cash lease expense | (26) | 24 | |||||||||
| Stock-based compensation expense | 157 | 118 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable and advances | (2,524) | (1,070) | |||||||||
| Inventories | 1,312 | (1,086) | |||||||||
| Other assets and liabilities | 121 | (336) | |||||||||
| Accounts payable | (1,185) | 156 | |||||||||
| Accrued expenses | (2,599) | 1,949 | |||||||||
| Accrued income taxes | 139 | (52) | |||||||||
| Net cash used in operating activities - continuing operations | (5,428) | (1,698) | |||||||||
| Net cash provided by operating activities - discontinued operations | — | 998 | |||||||||
| Net cash used in operating activities | (5,428) | (700) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | (422) | (318) | |||||||||
| Net cash used in investing activities - continuing operations | (422) | (318) | |||||||||
| Net cash used in investing activities - discontinued operations | — | (252) | |||||||||
| Net cash used in investing activities | (422) | (570) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings from credit facilities | 27,150 | 44,571 | |||||||||
| Proceeds from exercise of stock options | 398 | — | |||||||||
| Payments on credit facilities | (27,150) | (44,571) | |||||||||
| Payments on note payable | (326) | (271) | |||||||||
| Principal payments on finance lease obligations | (81) | (72) | |||||||||
| Repurchase of common stock | (3,926) | (215) | |||||||||
| Net cash used in financing activities - continuing operations | (3,935) | (558) | |||||||||
| Net cash used in financing activities - discontinued operations | — | (8) | |||||||||
| Net cash used in financing activities | (3,935) | (566) | |||||||||
| Decrease in cash and cash equivalents | (9,785) | (1,836) | |||||||||
| Cash and cash equivalents, beginning of period | 57,606 | 16,108 | |||||||||
| Cash and cash equivalents, end of period | $ | 47,821 | $ | 14,272 | |||||||
6
Ascent Industries Co.
Non-GAAP Financial Measures Reconciliation
Reconciliation of Net Income (Loss) to Adjusted EBITDA
($ in thousands)
| (Unaudited) | ||||||||||||||
| Three Months Ended March 31, | ||||||||||||||
| ($ in thousands) | 2026 | 2025 | ||||||||||||
| Consolidated | ||||||||||||||
| Net loss from continuing operations | $ | (1,980) | $ | (2,175) | ||||||||||
| Adjustments: | ||||||||||||||
| Interest (income) expense, net | (294) | 114 | ||||||||||||
| Income taxes | 114 | 169 | ||||||||||||
| Depreciation | 861 | 978 | ||||||||||||
| Amortization | 117 | 153 | ||||||||||||
| EBITDA | (1,182) | (761) | ||||||||||||
| Acquisition costs and other | — | 237 | ||||||||||||
| Shelf registration costs | 14 | — | ||||||||||||
| Stock-based compensation | 134 | 35 | ||||||||||||
| Non-cash lease expense | (26) | 24 | ||||||||||||
| Restructuring and severance costs | 97 | — | ||||||||||||
| Adjusted EBITDA | $ | (963) | $ | (465) | ||||||||||
| % sales | (5.0) | % | (2.6) | % | ||||||||||
| Specialty Chemicals | ||||||||||||||
| Net income (loss) | $ | (2,142) | $ | 738 | ||||||||||
| Adjustments: | ||||||||||||||
| Interest expense, net | 12 | 16 | ||||||||||||
| Depreciation | 817 | 962 | ||||||||||||
| Amortization | 117 | 153 | ||||||||||||
| EBITDA | (1,196) | 1,869 | ||||||||||||
| Acquisition costs and other | — | 92 | ||||||||||||
| Stock-based compensation | 30 | — | ||||||||||||
| Non-cash lease expense | (15) | 9 | ||||||||||||
| Restructuring and severance costs | 38 | — | ||||||||||||
| Specialty Chemicals Adjusted EBITDA | $ | (1,143) | $ | 1,970 | ||||||||||
| % segment sales | (5.9) | % | 11.0 | % | ||||||||||
7
Exhibit 99.2
Ascent Industries Co. Completes Acquisition of Midwest Graphic Sales
Advances Chemicals-as-a-Service strategy and expands formulation capabilities in high-value packaging applications
Schaumburg, Illinois, May 6, 2026 – Ascent Industries Co. (NASDAQ: ACNT) today announced the successful completion of its acquisition of substantially all the assets of Midwest Graphic Sales and Sigma Coatings (together, “Midwest”), a specialty chemical formulator serving coatings for regulated, high-value packaging applications across food, pharmaceutical, and personal care end markets, as well as foodservice disposables and other consumer applications.
The acquisition builds on Ascent’s transition to a pure-play specialty chemicals company and recent organic growth momentum, including nearly double-digit growth in the first quarter of 2026 versus the prior year.
The transaction adds customer-embedded, formulation-driven demand across food, pharmaceutical, personal care, and consumer packaging applications, supported by customized solutions, strong margins, and long-tenured customer relationships that can be scaled across Ascent’s platform to drive margin expansion and accelerated growth.
The acquisition directly supports Ascent’s Chemicals-as-a-Service (“CaaS”) strategy and is expected to:
•Enhance formulation and application capabilities across coatings, inks, and packaging end markets
•Expand participation in CASE, with a focus on high-value packaging applications
•Drive cross-selling across Ascent’s existing portfolio and customer base
•Increase margin profile through a higher-value, formulation-driven product mix
•Enable future insourcing into Ascent’s manufacturing network
The acquisition is underpinned by Midwest’s existing book of business, with upside expected from strategic sourcing, vertical integration, and commercial expansion.
As part of the transaction, Midwest’s President, Brad Eshoo, and VP of Sales, Brian Eshoo, will continue with the business. Together, they represent the core growth and innovation engine of Midwest, owning key customer relationships, commercial momentum, and the product development pipeline. Their continued leadership is expected to preserve business continuity and accelerate organic growth within Ascent’s platform.
Management Commentary
“Midwest is exactly what we are building at Ascent, a high-value, customer-embedded business driven by formulation, service, and execution,” said J. Bryan Kitchen, President and Chief Executive Officer. “This transaction adds durable, customized demand that we can scale across our platform, strengthening our margin profile while accelerating growth.”
Brad Eshoo, President of Midwest Graphic Sales, added, “We’ve spent decades building a business centered on solving customer problems through formulation, service, and trust,” said Brad Eshoo. “Ascent shares that mindset, and their platform provides the scale and capabilities to accelerate our next phase of growth.”
The Company expects the transaction to be immediately accretive to both cash and Adjusted EBITDA.
Exhibit 99.2
The acquisition was funded with cash on hand. Additional details on the Midwest transaction are available in the presentations section on the Company’s investor relations website.
About Ascent Industries Co.
Ascent Industries Co. (Nasdaq: ACNT) is a specialty chemicals platform delivering differentiated, performance-driven chemical solutions. For more information about Ascent, please visit its website at www.ascentco.com.
About Midwest Graphic Sales and Sigma Coatings
Midwest Graphic Sales and Sigma Coatings (together, “Midwest”) is a specialty chemical formulator focused on coatings, inks, and high-value packaging applications across food, pharmaceutical, personal care, and consumer end markets. Founded more than 40 years ago, the business has evolved from a technical distributor into a formulation-driven platform, partnering closely with customers on product development, application-specific chemistry, and technical service.
Midwest Graphic Sales and Sigma Coatings (together, “Midwest”) is a specialty chemical formulator focused on coatings, inks, and high-value packaging applications across food, pharmaceutical, personal care, and consumer end markets. Founded more than 40 years ago, the business has evolved from a technical distributor into a formulation-driven platform, partnering closely with customers on product development, application-specific chemistry, and technical service.
Investor Relations
1-630-844-9181
1-630-844-9181
investorrelations@ascentco.com
STRATEGIC ACQUISITION OF MIDWEST GRAPHIC SALES & SIGMA COATINGS Specialty formulator of customized coatings for high-value packaging, food-service, and consumer applications Exhibit 99.3
PRIMARY SYNERGIES INSOURCING Absorb production into underutilized assets STRATEGIC SOURCING Leverage scale to improve raw material economics COMMERCIAL EXPANSION Cross-selling Ascent portfolio; unleash innovation & growth project pipeline Converts underutilized capacity into margin while unlocking growth that was not achievable at Midwest’s standalone scale S T R A T E G I C O U T C O M E Platform-Driven Growth Unlocks revenue expansion by scaling Midwest’s offerings through Ascent’s platform, capabilities, and customer reach Improved Asset Utilization Customized, customer- and application- specific products we can insource into underutilized assets, driving operating leverage and margin expansion Strategic Fit (CaaS) Direct alignment with our CaaS strategy; expands formulation capabilities, deepens CASE participation, and enables cross- portfolio cross-selling Durable, Embedded Demand Long-tenured customer relationships with high switching costs, supporting recurring revenue and earnings stability Execution-Driven Upside Value supported by current earnings, with incremental upside from strategic sourcing, vertical integration, and customer expansion, not required to justify the base case Revenue & Innovation Continuity Retention of key commercial leadership preserves customer relationships, pipeline, and product development - protecting and extending the growth trajectory W H Y T H I S C R E A T E S V A L U E Acquisition of Midwest Graphic Sales & Sigma Coatings A 40+ year family-owned innovator and specialty formulator of customized coatings for high-value packaging, food-service, and consumer applications Transaction Overview $1.05 MM ESCROW HELD FOR 18 MONTHS 7.5% $14.00 MM PURCHASE PRICE Transaction Summary $12.95 MM CASH AT CLOSE 92.5%
Midwest Graphic Sales & Sigma Coatings High-value coatings for packaging, foodservice, and consumer applications