Annual report [Section 13 and 15(d), not S-K Item 405]

Divestitures (Tables)

v3.25.4
Divestitures (Tables)
 12 Months Ended
Dec. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued operations
The following is a reconciliation of the loss recorded on the sale:
Sale price $ 556,000 
Less: Cash transferred (12,073)
Add: Working capital and other customary closing adjustments 24,500 
Proceeds from sale, net of cash transferred and net working capital and customary closing adjustments 568,427 
Less: Estimated future net working capital and customary closing and other adjustments(1)
(5,081)
Proceeds from sale, net of cash transferred and estimated net working capital and customary closing adjustments 563,346 
Less:
Carrying value of net assets divested, net of cash 577,039 
Direct costs to sell 12,199 
Accumulated other comprehensive loss reclassification adjustment, foreign currency translation 7,075 
Loss on sale, before taxes $ (32,967)
(1)    Certain working capital and other adjustments are to be finalized over a defined period from the close of sale. Any resulting revisions will be settled in cash, with an offsetting impact recognized in loss on sale.
The following table summarizes the results of discontinued operations for the years ended December 31, 2025, 2024 and 2023:
Years ended December 31,
2025 2024 2023
Sales $ 96,890  $ 106,198  $ 106,273 
Cost of goods sold 61,997  68,060  74,757 
Gross profit 34,893  38,138  31,516 
Selling, general and administrative expenses 18,828  18,485  18,680 
Goodwill impairment charge (1)
49,636  —  — 
Other operating expense, net (2)
8,311  6,692  5,737 
Loss on sale, before taxes 32,967  —  — 
Operating (loss) income (74,849) 12,961  7,099 
Equity in net (income) from affiliated companies (19,381) (15,112) (30,624)
Impairment of investment of affiliated companies (3)
—  65,000  — 
Interest expense, net (4)
10,595  12,938  13,033 
Other expense (income), net 466  362  (300)
(Loss) income from discontinued operations before income taxes (66,529) (50,227) 24,990 
Provision for income taxes 10,885  1,929  2,059 
Net (loss) income from discontinued operations, net of tax $ (77,414) $ (52,156) $ 22,931 
(1)    As a result of the Advanced Materials & Catalysts business meeting held for sale criteria in the third quarter of 2025, the Company was 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 a goodwill impairment charge of 49,636 in the third quarter of 2025 related to the Advanced Materials & Catalysts business.
(2)    As part of the annual goodwill impairment test in 2024, the Company recognized an impairment charge of $3,900 within this line item related to the Advanced Materials & Catalysts in-process research and development intangible asset upon the conclusion that the associated project could no longer support the valuation due to extended time to commercialization and reductions in associated forecasted revenues.
(3)    The disposal group’s investments in affiliated companies balance as of December 31, 2025 and 2024 includes net purchase accounting fair value adjustments of $153,444 and $155,138, respectively, related to a historical business combination consisting primarily of goodwill and intangible assets such as customer relationships, technical know-how and trade names. Equity in net income from affiliates is net of $1,694, $3,761 and $6,403 of amortization expense related to purchase accounting fair value adjustments for the years ended December 31, 2025, 2024 and 2023, respectively. During the year ended December 31, 2024, the Company recognized a $65,000 other than temporary impairment charge on its investment in the Zeolyst Joint Venture to reduce the carrying value of the Company’s investment to its estimated fair value. This impairment was an adjustment to the goodwill and trade name components of the purchase accounting fair value adjustments recorded as a result of the historical business combination.
(4)    The closing of the transaction triggered the Company’s obligation to provide partial repayment under its Term Loan Credit Agreement, dated January 30, 2025 (the “2025 Term Loan Facility”). As such, interest expense has been allocated to discontinued operations on the basis of the Company’s mandatory partial repayment of $161,500 of the 2025 Term Loan Facility due June 12, 2031.
The following table summarizes the assets and liabilities of discontinued operations as of December 31, 2024:
December 31,
2024
ASSETS
Cash and cash equivalents $ 14,623 
Accounts receivables, net 24,733 
Inventories, net 39,153 
Prepaid and other current assets 5,175 
Current assets held for sale $ 83,684 
Investments in affiliated companies $ 349,308 
Property, plant and equipment, net 110,591 
Goodwill 77,513 
Other intangible assets, net 30,713 
Right-of-use lease assets 476 
Other long-term assets 6,609 
Long-term assets held for sale $ 575,210 
LIABILITIES
Accounts payable $ 10,992 
Operating lease liabilities—current 214 
Accrued liabilities 13,376 
Current liabilities held for sale $ 24,582 
Operating lease liabilities—noncurrent $ 262 
Other long-term liabilities 1,906 
Long-term liabilities held for sale $ 2,168 
The disposal group includes the Company’s investment in the Zeolyst Joint Venture, each of which are 50/50 joint ventures with CRI Zeolites Inc. (a wholly-owned subsidiary of Royal Dutch Shell). The Zeolyst Joint Venture was historically accounted for under the equity method. As of December 31, 2025, the Company’s consolidated balance sheet does not include any investments related to the Zeolyst Joint Venture. The following table provides summarized financial information of the combined investments in affiliated companies that were included within the divested business unit:
December 31,
2024
Current assets $ 254,541 
Noncurrent assets 166,999 
Current liabilities 27,226 
Noncurrent liabilities 5,649 
Years ended December 31,
2025 2024 2023
Sales $ 312,629  $ 286,283  $ 345,002 
Gross profit 78,535  78,043  107,865 
Operating income 40,562  37,230  70,783 
Net income 41,739  37,746  74,053