Quarterly report [Sections 13 or 15(d)]

Divestiture

v3.26.3
Divestiture
 9 Months Ended
Sep. 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 was recorded during the quarter ended June 30, 2026, which reflects an adjusted purchase price of $559,596. During the three months ended September 30, 2026, the Company made a payment to the buyer for $11,247, representing the net working capital adjustment to the sale price. The Company classified the payment within net cash used in investing activities in the condensed consolidated statements of cash flows.
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:
Three months ended September 30, 2025 Nine months ended September 30, 2025
Sales $ 21,609  $ 64,760 
Cost of goods sold 14,802  41,874 
Gross profit 6,807  22,886 
Selling, general and administrative expenses 4,471  14,367 
Impairment of assets held for sale 83,898  83,898 
Other operating expense, net 4,217  8,298 
Operating loss (85,779) (83,677)
Equity in net (income) from affiliated companies (2,261) (13,104)
Interest expense, net (1)
2,614  7,929 
Other (income) expense, net (31) 364 
Loss from discontinued operations before income taxes (86,101) (78,866)
Provision for income taxes (6,661) (4,927)
Loss from discontinued operations, net of tax $ (79,440) $ (73,939)
(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 September 30, 2026, the Company incurred a net loss from discontinued operations, net of tax of $199, primarily driven by transaction costs of $278.
During the nine months ended September 30, 2026, the Company incurred a net loss from discontinued operations, net of tax of $4,462, primarily driven by transaction costs of $1,365 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 $448 and $1,962 pursuant to the transition services agreement to the Buyer during the three and nine months ended September 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 September 30, 2025 Nine months ended September 30, 2025
Sales $ 79,128  $ 237,238 
Gross profit 16,180  58,132 
Operating income 5,803  28,053 
Net income 5,463  29,190 
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, respectively, which were included in selling, general and administrative expenses in the condensed consolidated statements of income (loss).