Quarterly report [Sections 13 or 15(d)]

Divestiture

v3.25.3
Divestiture
 9 Months Ended
Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures
3. Divestiture:
Advanced Materials & Catalysts Divestiture
On September 10, 2025, the Company entered into a definitive agreement to sell its Advanced Materials & Catalysts business to Technip Energies N.V. for a purchase price of $556,000, subject to certain adjustments including for indebtedness, cash, working capital and transaction expenses, as set forth in the definitive agreement (the “Advanced Materials & Catalysts Sale”). The Advanced Materials & Catalysts Sale is expected to be completed in the first quarter of 2026, subject to regulatory approvals and customary closing conditions.
In the third quarter of 2025, the Advanced Materials & Catalysts business met the criteria set forth in ASC 205-20, as the sale represents a strategic shift that will have a major effect on the Company’s operations and financial results. As a result, the Company’s condensed consolidated financial statements for all periods presented reflect the Advanced Materials & Catalysts business as a discontinued operation. The Advanced Materials & Catalysts business historically represented a reportable segment of the Company.
As a result of the Advanced Materials & Catalysts business meeting held for sale criteria in the third quarter of 2025, the Company is required to measure the disposal group at the lower of its carrying values or fair values less costs to sell. As such, the Company performed an impairment analysis using a fair value estimate based on the agreed upon arm's length sales price resulting in the recognition of an impairment charge for assets classified as held for sale of $83,898 during the three months ended September 30, 2025. This impairment charge primarily consisted of a $49,636 impairment charge to goodwill along with a $34,262 valuation allowance on assets held for sale. The final fair value estimate at the completion of the sale could vary from the current fair value estimate. The Company’s estimate of fair value will be evaluated and additional impairments or recoveries of amounts previously impaired may be recognized in future periods until the divestiture is complete.
The following table summarizes the results of discontinued operations related to the Advanced Materials & Catalysts business for the three and nine months ended September 30, 2025 and 2024, respectively:
Three months ended
September 30,		 Nine months ended
September 30,
2025 2024 2025 2024
Sales $ 21,609  $ 25,308  $ 64,760  $ 73,104 
Cost of goods sold 14,802  15,740  41,874  45,911 
Gross profit 6,807  9,568  22,886  27,193 
Selling, general and administrative expenses 4,471  4,772  14,367  14,414 
Impairment of assets held for sale 83,898  —  83,898  — 
Other operating expense, net 4,217  798  8,298  2,128 
Operating (loss) income (85,779) 3,998  (83,677) 10,651 
Equity in net (income) from affiliated companies (2,261) 922  (13,104) (2,543)
Interest expense, net (1)
2,801  3,393  8,494  10,541 
Other (income) expense, net (31) 376  364  548 
(Loss) income from discontinued operations before income taxes (86,288) (693) (79,431) 2,105 
(Benefit) provision for income taxes (6,661) (105) (4,927) 727 
(Loss) income from discontinued operations, net of tax $ (79,627) $ (588) $ (74,504) $ 1,378 
(1)Upon the close of the Advanced Materials & Catalysts Sale and finalization of net cash proceeds, the Company will be required to provide partial repayment under its Term Loan Credit Agreement dated as of January 30, 2025 (“2025 Term Loan Facility”). As such, interest expense has been allocated to discontinued operations on the basis of the Company’s estimated mandatory partial repayment of the 2025 Term Loan Facility.
The following table summarizes the assets and liabilities of discontinued operations related to the Advanced Materials & Catalysts divestiture as of September 30, 2025 and December 31, 2024, respectively:
September 30,
2025		 December 31,
2024
ASSETS
Cash and cash equivalents $ 17,132  $ 14,623 
Accounts receivables, net 20,082  24,733 
Inventories, net 47,190  39,153 
Prepaid and other current assets 7,409  5,175 
Current assets held for sale $ 91,813  $ 83,684 
Investments in affiliated companies $ 343,783  $ 349,308 
Property, plant and equipment, net 113,254  110,591 
Goodwill 29,687  77,513 
Other intangible assets, net 29,036  30,713 
Right-of-use lease assets 830  476 
Other long-term assets 6,723  6,609 
Valuation allowance on assets held for sale (34,262) — 
Long-term assets held for sale $ 489,051  $ 575,210 
LIABILITIES
Accounts payable $ 5,300  $ 10,992 
Operating lease liabilities—current 351  214 
Accrued liabilities 12,054  13,376 
Current liabilities held for sale $ 17,705  $ 24,582 
Deferred income taxes $ 70  $ — 
Operating lease liabilities—noncurrent 479  262 
Other long-term liabilities 102  1,906 
Long-term liabilities held for sale $ 651  $ 2,168 
The disposal group includes the Company’s investment in an affiliated company, which was historically accounted for under the equity method. The following table provides summarized financial information of the combined investments in affiliated companies that were included within the divested business unit:
Three months ended
September 30,		 Nine months ended
September 30,
2025 2024 2025 2024
Sales $ 79,128  $ 76,568  $ 237,238  $ 204,073 
Gross profit 16,180  9,200  58,132  43,129 
Operating income (loss) 5,803  (1,608) 28,053  10,976 
Net income (loss) 5,463  (623) 29,190  11,387 
Certain administrative services are provided to the affiliated company by the Company. The Company charged $576 and $1,728 for the three and nine months ended September 30, 2025 and $687 and $2,062 for the three and nine months ended September 30, 2024, respectively, which were included in selling, general and administrative expenses in the condensed consolidated statements of (loss) income.