Quarterly report [Sections 13 or 15(d)]

Divestiture

v3.26.1
Divestiture
 6 Months Ended
Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Divestiture
3. Divestiture:
Advanced Materials & Catalysts Divestiture
On September 10, 2025, the Company entered into a definitive agreement to sell its Advanced Materials & Catalysts business, which includes the Zeolyst Joint Venture, to Technip Energies N.V. (the “Buyer”) for a purchase price of $556,000 subject to certain adjustments including indebtedness, cash, working capital and transaction expenses, as set forth in the definitive agreement (the “Advanced Materials & Catalysts Sale”). The Company completed the Advanced Materials & Catalysts Sale effective on December 31, 2025. During the year ended December 31, 2025, the net cash proceeds to the Company from the sale were $568,427 after certain customary adjustments for indebtedness, working capital and cash at the closing of the transaction. In accordance with the Company’s agreement with the Buyer regarding the determination of the final purchase price, a $3,750 post-closing purchase price adjustment has been recorded for the three months ended June 30, 2026, and is included in accrued liabilities in the condensed consolidated balance sheets, which reflects an adjusted purchase price of $559,596.
The following table summarizes the results of discontinued operations related to the Advanced Materials & Catalysts business for the three and six months ended June 30, 2025:
Three months ended June 30, 2025 Six months ended June 30, 2025
Sales $ 24,063  $ 43,151 
Cost of goods sold 14,501  27,072 
Gross profit 9,562  16,079 
Selling, general and administrative expenses 5,051  9,896 
Other operating expense, net 2,480  4,081 
Operating income 2,031  2,102 
Equity in net (income) from affiliated companies (1,928) (10,844)
Interest expense, net (1)
2,658  5,316 
Other expense, net 290  395 
Income from discontinued operations before income taxes 1,011  7,235 
Provision for income taxes 47  1,734 
Income from discontinued operations, net of tax $ 964  $ 5,501 
(1)Upon the close of the Advanced Materials & Catalysts Sale and finalization of net cash proceeds, the Company was required to provide partial repayment under its Term Loan Credit Agreement dated as of 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 partial repayment of $161,500 of the 2025 Term Loan Facility due June 12, 2031.
During the three months ended June 30, 2026, the Company incurred a net loss from discontinued operations, net of tax of $2,832, primarily driven by the $3,750 post-closing purchase price adjustment.
During the six months ended June 30, 2026, the Company incurred a net loss from discontinued operations, net of tax of $4,264, primarily driven by transaction costs of $1,087 and the $3,750 post-closing purchase price adjustment.
Upon the close of the transaction, the Company entered into a transition services agreement with the Buyer pursuant to which the buyer is receiving certain services to provide for the orderly transition of various functions and processes after the closing of the transaction. The services under the transition services agreement include information technology, accounting, tax, financial services, human resources and other administrative support services. These services are being provided at cost for a period of 10 months, with the ability to extend the initial term up to two extensions, the first of which shall not exceed two months and the second shall not exceed one month. The Company invoiced $747 and $1,514 pursuant to the transition services agreement to the Buyer during the three and six months ended June 30, 2026, respectively.
The disposal group included 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 June 30, 2025 Six months ended June 30, 2025
Sales $ 68,579  $ 158,109 
Gross profit 13,522  41,952 
Operating income 4,044  22,250 
Net income 5,076  23,727 
Certain administrative services are provided to the affiliated company by the Company. The Company charged $576 and $1,152 for the three and six months ended June 30, 2025, respectively, which were included in selling, general and administrative expenses in the condensed consolidated statements of income.