ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
We are a leading integrated provider of virgin and regenerated sulfuric acid products and services. We believe that our business contributes to improving the sustainability of the environment.
We are a leading provider of sulfuric acid recycling to the North American refining industry for the production of alkylate, an essential gasoline component for lowering vapor pressure and increasing octane to meet stringent gasoline specifications and fuel efficiency standards. We are a leading North American producer of high quality and high strength virgin sulfuric acid for mining and industrial applications. We also provide chemical waste handling and treatment services, as well as ex-situ catalyst activation services for the refining and petrochemical industry.
In 2025, we served customers across many end uses and, as of December 31, 2025, operated out of nine strategically located manufacturing facilities.
On September 10, 2025, we entered into a definitive agreement to sell our Advanced Materials & Catalysts business, which includes the Zeolyst Joint Venture, to Technip Energies N.V. for a purchase price of $556.0 million, subject to certain adjustments including for indebtedness, cash, working capital and transaction expenses. The transaction was concluded effective December 31, 2025. The results of operations, financial condition, and cash flows for the Advanced Materials & Catalysts business are presented herein as discontinued operations. Except where noted, any tables, percentages or metrics included within this filing exclude the results of our Advanced Materials & Catalysts business. Refer to Note 4 to our consolidated financial statements for additional information
Stock Repurchase Program
On April 27, 2022, the Board of Directors approved a stock repurchase program that authorized the Company to purchase up to $450.0 million of the Company’s common stock over the four-year period from the date of approval (the “Stock Repurchase Program”). In October 2025, the Board of Directors amended the Stock Repurchase Program to remove the limitation that all repurchases must be made within the four-year period from the date of original approval. For the year ended December 31, 2025, the Company repurchased 5,752,285 shares on the open market at an average price of $8.24 per share, for a total of $47.4 million excluding brokerage commissions and accrued excise tax. As of December 31, 2025, $182.2 million was available for share repurchases under the program.
During the year ended December 31, 2024, the Company repurchased 552,081 shares on the open market at an average price of $9.05 per share, for a total of $5.0 million, excluding brokerage commissions and accrued excise tax.
For possible future repurchases, the actual timing, number, and nature of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions and may be conducted through negotiated transactions, open market repurchases or other means, including through Rule 10b-18 and 10b5-1 trading plans or accelerated share repurchases.
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Key Performance Indicators
Adjusted EBITDA, Adjusted Net Income and Net Debt
Adjusted EBITDA, Adjusted Net Income and Net Debt are financial measures that are not prepared in accordance with GAAP and that we use to evaluate our operating performance, for business planning purposes and to measure our performance relative to that of our competitors. Adjusted EBITDA, Adjusted Net Income and Net Debt are presented as key performance indicators as we believe these financial measures will enhance a prospective investor’s understanding of our results of operations and financial condition. EBITDA consists of net income from continuing operations b efore interest, taxes, depreciation and amortization. Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, and (ii) the impact of certain non-cash, nonrecurring or other items included in net income from continuing operations and EBITDA that we do not consider indicative of our ongoing operating performance. Adjusted Net Income consists of net income from continuing operations adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net income from continuing operations that we do not consider indicative of our ongoing operating performance. Net Debt consists of total debt less cash and cash equivalents. We believe that these non-GAAP financial measures provide investors with useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business.
You should not consider Adjusted EBITDA, Adjusted Net Income, or Net Debt in isolation or as alternatives to the presentation of our financial results in accordance with GAAP. The presentation of Adjusted EBITDA, Adjusted Net Income and Net Debt financial measures may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures. In evaluating Adjusted EBITDA and Adjusted Net Income, you should be aware that we are likely to incur expenses similar to those eliminated in this presentation in the future and that certain of these items could be considered recurring in nature. Our presentation of Adjusted EBITDA and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Reconciliations of Adjusted EBITDA, Adjusted Net Income to GAAP net income and Net Debt to GAAP total debt are included in this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each of the respective periods.
Key Factors and Trends Affecting Operating Results and Financial Condition
Sales
Overall, our business continued to benefit from positive demand trends for our products and services in the majority of end uses we serve. Strong demand for refined products continued to support high refinery utilization rates, while more stringent gasoline standards and growing demand for premium gasoline to power higher-compression and turbo-charged engines continued to drive demand for alkylate and for our regeneration services product group. In addition, demand for virgin sulfuric acid across a wide range of industrial applications, including mining, remained favorable.
Cost of Goods Sold
Cost of goods sold consists of variable product costs, fixed manufacturing expenses, depreciation expense and freight expenses. Variable product costs include all raw materials and energy costs that are directly related to the manufacturing process. Fixed manufacturing expenses include all plant employment costs, manufacturing overhead and periodic maintenance costs.
The primary raw materials include spent sulfuric acid, sulfur, acids, bases (including sodium hydroxide, or “caustic soda”) and certain metals. Spent sulfuric acid for our regeneration services product group is supplied by customers as part of their contracts.
Most of our contracts feature take-or-pay volume protection and/or quarterly price adjustments for commodity inputs, labor, the Chemical Engineering Index (U.S. chemical plant construction cost index) and natural gas. About 90% of our sales for the year ended December 31, 2025 were under contracts featuring quarterly price adjustments. The price adjustments generally reflect actual costs for producing sulfuric acid and tend to protect us from volatility in labor, fixed costs and raw material pricing. The take-or-pay volume protection allows us to cover fixed costs through intermittent, temporary production issues at customer refineries.
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While natural gas is not a direct feedstock for any product, natural gas powered machinery and equipment are used to heat raw materials and create the chemical reactions necessary to produce end-products. We maintain multiple suppliers wherever possible and structure our customer contracts when possible to allow for the pass-through of raw material, labor and natural gas costs.
Seasonality
Our regeneration services product group typically experiences seasonal fluctuations as a result of higher demand for gasoline products in the summer months and lower demand in the winter months as well as fluctuations associated with customer turnarounds. These demand fluctuations generally result in higher sales and working capital requirements in the second and third quarters.
Results of Operations
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Highlights
The following is a summary of our financial performance for the year ended December 31, 2025 compared with the year ended December 31, 2024, which excludes the results of the Advanced Materials & Catalysts business for all periods.
Sales
Sales increased $125.2 million to $723.5 million. The increase in sales primarily reflects higher average selling prices from the pass-through effect of higher sulfur costs, favorable contractual pricing for regenerated sulfuric acid and higher sales of virgin sulfuric acid, including the contribution from the acquired Waggaman, Louisiana location, partially offset by lower regenerated sulfuric acid volume.
Gross Profit
Gross profit decreased $5.3 million to $158.1 million. The decrease in gross profit was primarily due to lower regenerated sulfuric acid volume and higher manufacturing costs, partially offset by higher average selling prices.
Operating Income
Operating income decreased $20.2 million to $64.9 million. The decrease in operating income was primarily due to the decrease in gross profit and higher other operating expenses, net.
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The following is our consolidated statements of loss and a summary of financial results for the years ended December 31, 2025 and 2024.
Years ended December 31,
Change
(in millions, except percentages)
Sales
Cost of goods sold
Gross profit
Gross profit margin
Selling, general and administrative expenses
Other operating expense, net
Operating income
Operating income margin
Interest expense, net
Debt modification and extinguishment costs
Other income, net
Income from continuing operations before income taxes
Provision (benefit) for income taxes
Effective tax rate
Net income from continuing operations
Net loss from discontinued operations, net of tax
Net loss
Sales
Sales for the year ended December 31, 2025 were $723.5 million, an increase of $125.2 million, or 20.9%, compared with sales of $598.3 million for the year ended December 31, 2024. The increase in sales reflects higher average selling pricing of $97.9 million, including the pass-through effect of higher sulfur costs of approximately $77 million, and higher sales volume of $27.3 million.
Average selling prices were higher primarily due to the pass-through effect of higher sulfur costs and favorable contract pricing for regenerated sulfuric acid. Sales volume increase was a result of higher sales for virgin sulfuric acid, including the contribution from the acquired Waggaman location, partially offset by lower regenerated sulfuric acid driven by unplanned and extended customer down-time and maintenance turnaround activity at our facilities.
Gross Profit
Gross profit for the year ended December 31, 2025 was $158.1 million, a decrease of $5.3 million, or 3.2%, compared with $163.4 million for the year ended December 31, 2024. The decrease in gross profit is primarily driven by higher manufacturing costs of $30.2 million, exclusive of the approximately $77 million of higher sulfur costs, partially offset by higher average selling prices of $20.9 million, exclusive of the pass-through of sulfur costs, and higher sales volume of $4.0 million. The cost of sulfur is generally passed-through to customers at the same rate as incurred resulting in no net impact to gross profit.
Higher manufacturing costs were driven by additional fixed costs from the acquisition of the Waggaman location, general inflation, maintenance and transportation.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses for the year ended December 31, 2025 were $66.0 million, an increase of $0.6 million compared with $65.4 million for the year ended December 31, 2024. The increase in selling, general and administrative expenses was primarily due to an increase in compensation-related expenses of $2.0 million and other expenses of $1.4 million, partially offset by decreases in stock compensation of $1.4 million and professional fees of $1.4 million.
Other Operating Expense, Net
Other operating expense, net for the year ended December 31, 2025 was $27.2 million , an increase of $14.3 million compared with $12.9 million for the year ended December 31, 2024 . The increase in other operating expense, net was mainly driven by an increase in loss on disposal of assets of $3.1 million, transaction and integration costs associated with the Waggaman location of $6.1 million, and other costs of $5.1 million primarily related to restructuring, tax related charges, environmental remediation and legal related expenses.
Interest Expense, Net
Interest expense, net for the year ended December 31, 2025 was $34.2 million , a decrease of $2.3 million , as compared with $36.5 million for the year ended December 31, 2024. The decrease in interest expense, net was primarily due to year over year decrease in variable rates, in part due to the reduction in our spread associated with the 2025 Term Loan refinancing transaction, and lower outstanding debt for the year ended December 31, 2025 , as compared to the year ended December 31, 2024, partially offset by lower benefit from our interest rate caps.
Debt Modification and Extinguishment Costs
Debt modification and extinguishment costs for the year ended December 31, 2025 were $5.5 million , an increase of $0.9 million , as compared to $4.6 million for the year ended December 31, 2024.
Effective on December 31, 2025, we completed the sale of our Advanced Materials & Catalysts business, which triggered the Company’s obligation to provide partial mandatory repayment under the existing senior secured term loan facility. An additional voluntary prepayment was made utilizing a portion of the proceeds from the sale. As a result of the payments, previous unamortized deferred financing costs of $1.2 million and original issue discount of $3.3 million were recorded as debt modification and extinguishment costs in the consolidated statements of loss during the year ended December 31, 2025.
On January 30, 2025, we amended our existing senior secured term loan facility to reduce the applicable interest rates. The Company evaluated the terms of the amendment in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that the amendment was a modification of debt. As a result, we recorded $1.0 million of third-party financing fees within debt modification and extinguishment costs in the consolidated statements of loss during the year ended December 31, 2025.
On June 12, 2024, we amended our existing senior secured term loan facility to reduce the applicable interest rates and extend the maturity of the facility to June 2031. The Company evaluated the terms of the amendment in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that the amendment was primarily a modification of debt. As a result, we recorded $4.5 million of third-party financing fees as debt modification and extinguishment costs in the consolidated statements of loss during the year ended December 31, 2024 . In addition, previously unamortized deferred financing costs and original issue discount of $0.1 million associated with the existing senior secured term loan facility were written off as debt extinguishment costs for the year ended December 31, 2024 .
Other Income, Net
Other income, net for the year ended December 31, 2025 was $0.6 million , a change of $0.6 million , compared with $1.2 million for the year ended December 31, 2024 . The change primarily related to the sale of environmental credits during the year ended December 31, 2024.
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Provision (Benefit) For Income Taxes
The provision (benefit) for income taxes for the year ended December 31, 2025 was a provision of $19.5 million compared with a benefit of $0.3 million for the year ended December 31, 2024. The effective income tax rate for the year ended December 31, 2025 was 75.6% compared to (0.7)% for the year ended December 31, 2024. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2025 was mainly due to the impact of a valuation allowance increase connected to our state investment tax credit carryovers. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2024 was mainly due to the statute of limitations expiration related to prior year uncertain tax positions.
Net Income From Continuing Operations
For the foregoing reasons, net income from continuing operations was $6.3 million for the year ended December 31, 2025 as compared to $45.5 million for the year ended December 31, 2024.
Adjusted EBITDA
Adjusted EBITDA for the year ended December 31, 2025 was $172.0 million, a decrease of $0.7 million, or (0.4)%, compared to $172.7 million for the year ended December 31, 2024.
The change in Adjusted EBITDA was driven by favorable contractual pricing for regenerated sulfuric acid and higher sales volume of virgin sulfuric acid, largely offset by lower regenerated sulfuric acid volume, driven by unplanned and extended customer down-time, and higher manufacturing costs driven by general inflation, maintenance and transportation.
A reconciliation of net income from continuing operations to Adjusted EBITDA is as follows:
Years ended December 31,
(in millions)
Reconciliation of net income from continuing operations to Adjusted EBITDA
Net income from continuing operations
Provision (benefit) for income taxes
Interest expense, net
Depreciation and amortization
EBITDA
Debt modification and extinguishment costs
Net loss on asset disposals (a)
Transaction and other related costs (b)
Equity-based compensation
Restructuring, integration and business optimization expenses (c)
Other (d)
Adjusted EBITDA (1)
(a) When asset disposals occur, we remove the impact of net gain/loss of the disposed asset because such impact primarily reflects the non-cash write-off of long-lived assets no longer in use.
(b) Relates to certain transaction costs, including debt financing, due diligence and other costs related to transactions that are completed, pending or abandoned, that we believe are not representative of our ongoing business operations.
(c) Includes the impact of restructuring, integration and business optimization expenses, which are incremental costs that are not representative of our ongoing business operations.
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(d) Other consists of adjustments for items that are not core to our ongoing business operations. These adjustments include environmental remediation and other legal costs, expenses for capital and franchise taxes, and defined benefit pension and postretirement plan (benefits) costs, for which our obligations are under plans that are frozen.
(1) We define Adjusted EBITDA as EBITDA adjusted for certain items as noted in the reconciliation above. Our management evaluates our performance and allocates resources based on Adjusted EBITDA. Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net (loss) income from continuing operations as an indicator of our operating performance or as an alternative to cash flows as a source of liquidity. Adjusted EBITDA may not be comparable with EBITDA or Adjusted EBITDA as defined by other companies.
Adjusted Net Income
Summarized Adjusted Net Income information is shown below in the following table:
Years ended December 31,
Pre-tax
Tax expense (benefit)
After-tax
Pre-tax
Tax expense (benefit)
After-tax
(in millions)
Reconciliation of net income from continuing operations to Adjusted Net Income (1)(2)
Net income from continuing operations
Debt modification and extinguishment costs
Net loss on asset disposals (a)
Transaction and other related costs (b)
Equity-based compensation
Restructuring, integration and business optimization expenses (c)
Other (d)
Adjusted Net Income, including impact of valuation allowance increase and changes in uncertain tax positions
Impact of valuation allowance increase (3)
Changes in uncertain tax positions (4)
Adjusted Net Income (1)
(1) We define Adjusted Net Inco me as net income from continuing operations adjusted for non-operating income or expense and the impact of certain non-cash or other items that are included in net income from continuing operations that we do not consider indicative of our ongoing operating performance. Adjusted Net Income is presented as a key performance indicator as we believe it will enhance a prospective investor’s understanding of our results of operations and financial condition. Adjusted Net Income may not be comparable with net income from continuing operations or Adjusted Net Income as defined by other companies.
(2) Refer to the Adjusted EBITDA notes above for more information with respect to each adjustment.
(3) Represents the tax impact of the state tax credit valuation allowance increase. Item is not expected to be recurring.
(4) Represents the tax impact of previously net unrecognized tax benefits, excluding interest and penalties, primarily due to the expiration of statutes of limitations.
The adjustments to net income from continuing operations are shown net of applicable tax rates of 24.8% and 25.3% for the years ended December 31, 2025 and 2024, respectively, except for equity-based compensation. The tax effect on equity-based compensation is derived by removing the tax effect of any equity-based compensation expense disallowed as a result of its inclusion within Section 162(m) of the Internal Revenue Code of 1986 (as amended) and adding the tax effect of equity-based compensation shortfall recorded as a discrete item.
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Results of Operations
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Highlights
The following is a summary of our financial performance for the year ended December 31, 2024 compared with the year ended December 31, 2023, which excludes the results of the Advanced Materials & Catalysts business for all periods.
Sales
Sales increased $13.5 million to $598.3 million. The increase in sales was primarily due to higher sales volume of regenerated sulfuric acid and virgin sulfuric acid, partially offset by lower average selling prices as a result of the pass-through of costs.
Gross Profit
Gross profit decreased $3.0 million to $163.4 million. The decrease in gross profit was primarily due to lower average selling prices and unfavorable manufacturing costs, partially offset by higher sales volume and favorable variable costs.
Operating Income
Operating income decreased $4.4 million to $85.1 million. The decrease in operating income was primarily due to the decrease in gross profit and higher other operating expenses, net.
The following is our consolidated statements of (loss) income and a summary of financial results for the years ended December 31, 2024 and 2023.
Years ended December 31,
Change
(in millions, except percentages)
Sales
Cost of goods sold
Gross profit
Gross profit margin
Selling, general and administrative expenses
Other operating expense, net
Operating income
Operating income margin
Interest expense, net
Debt modification and extinguishment costs
Other (income) expense, net
Income from continuing operations before income taxes
(Benefit) provision for income taxes
Effective tax rate
Net income from continuing operations
Net (loss) income from discontinued operations, net of tax
Net (loss) income
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Sales
Sales for the year ended December 31, 2024 were $598.3 million, an increase of $13.5 million, or 2.3%, compared with sales of $584.8 million for the year ended December 31, 2023. The increase in sales reflects higher sales volume of $42.4 million, partially offset by lower average selling pricing of $28.9 million, including the pass-through effect of lower sulfur costs of approximately $7 million.
Sales volume increased driven by higher virgin sulfuric acid and regenerated sulfuric acid sales for the year ended December 31, 2024 as compared to the year ended December 31, 2023, which had the adverse impact of Winter Storm Elliott and extended maintenance turnaround activity at our facilities in 2023, as well as strong demand for regenerated sulfuric acid in the gulf coast in 2024. Average selling prices were lower primarily due to the pass-through of lower costs, including sulfur, natural gas, freight and other variable costs, partially offset by favorable contract-pricing for regenerated sulfuric acid.
Gross Profit
Gross profit for the year ended December 31, 2024 was $163.4 million, a decrease of $3.0 million, or (1.8)%, compared with $166.4 million for the year ended December 31, 2023. The decrease in gross profit is primarily driven by unfavorable manufacturing costs of $5.0 million and lower average selling prices of $21.9 million, exclusive of the approximately $7 million of lower sulfur costs, partially offset by higher sales volume of $24.0 million. The cost of sulfur is generally passed-through to customers at the same rate as incurred resulting in no net impact to gross profit.
Higher manufacturing costs was primarily driven by general inflation, higher planned maintenance costs and costs associated with our manufacturing plant reliability improvement program. Average selling prices were lower primarily due to the pass-through of lower costs, including sulfur, natural gas, freight and other variable costs. The increase in sales volume was primarily related to higher demand for regenerated sulfuric acid and virgin sulfuric acid.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the year ended December 31, 2024 were $65.4 million, an increase of $4.9 million compared with $60.5 million for the year ended December 31, 2023. The increase in selling, general and administrative expenses was primarily due to an increase in other compensation-related expenses of $9.0 million, partially offset by decreases in stock compensation of $1.9 million, professional fees of $0.8 million and other expenses of $1.4 million.
Other Operating Expense, Net
Other operating expense, net for the year ended December 31, 2024 was $12.9 million , a decrease of $3.5 million compared with $16.4 million for the year ended December 31, 2023 . The decrease in other operating expense, net was mainly driven by smaller losses on asset disposals during the year ended December 31, 2024 and residual costs from the sale of a former business segment and other transactions costs that occurred during the year ended December 31, 2023.
Interest Expense, Net
Interest expense, net for the year ended December 31, 2024 was $36.5 million , an increase of $4.8 million , as co mpared with $31.7 million for the year ended December 31, 2023. The increase in interest expense, net was primarily due to year over year increase in variable rates and the decrease in the benefits associated with our interest rate caps, partially offset by lower outstanding debt for the year ended December 31, 2024, as compared to the year ended December 31, 2023 and the reduction in our spread associated with the June 2024 refinancing.
Debt Modification and Extinguishment Costs
Debt modification and extinguishment costs for the year ended December 31, 2024 were $4.6 million.
On June 12, 2024, we amended our existing senior secured term loan facility to reduce the applicable interest rates and extend the maturity of the facility to June 2031. The Company evaluated the terms of the amendment in accordance with ASC 470-50 Debt - Modification and Extinguishment and determined that the amendment was primarily a modification of debt. As a result, we recorded $4.5 million of third-party financing fees as debt modification and extinguishment costs in the consolidated statements of (loss) income during the year ended December 31, 2024 . In addition, previously unamortized deferred financing costs and original issue discount of $0.1 million associated with the existing senior secured term loan facility were written off as debt extinguishment costs for the year ended December 31, 2024 .
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Other (Income) Expense, Net
Other (income) expense, net for the year ended December 31, 2024 was income of $1.2 million , a change of $2.1 million , compared with expense of $0.9 million for the year ended December 31, 2023. The change primarily related to the sale of environmental credits during the year ended December 31, 2024.
(Benefit) Provision For Income Taxes
The (benefit) provision for income taxes for the year ended December 31, 2024 was a benefit of $0.3 million compared with a provision of $8.7 million for the year ended December 31, 2023. The effective income tax rate for the year ended December 31, 2024 was (0.7)% compared to 15.3% for the year ended December 31, 2023. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2024 was mainly due to the statute of limitations expiration related to prior year uncertain tax positions. The difference between the U.S. federal statutory income tax rate and our effective income tax rate for the year ended December 31, 2023 was mainly due the impact of a valuation allowance release connected to our state investment tax credit carryovers and the Section 162(m) deduction limitation for “covered” employees with compensation in excess of $1 million, along with the tax deductibility of stock compensation.
Net Income From Continuing Operations
For the foregoing reasons, net income from continuing operations was $45.5 million for the year ended December 31, 2024 as compared to $48.2 million for the year ended December 31, 2023 .
Adjusted EBITDA
Adjusted EBITDA for the year ended December 31, 2024 was $172.7 million, a decrease of $4.5 million, or (2.5)%, compared to $177.2 million for the year ended December 31, 2023. The change in Adjusted EBITDA was a result of higher transportation costs and planned maintenance costs inclusive of turnarounds, an increase in other compensation-related expenses, as well as unfavorable net pricing, reflecting the timing and contractual pass-through of certain costs, including energy and other indexed costs, partially offset by higher sales volumes and favorable contract pricing.
A reconciliation of net income from continuing operations to Adjusted EBITDA is as follows:
Years ended December 31,
(in millions)
Reconciliation of net income from continuing operations to Adjusted EBITDA
Net income from continuing operations
(Benefit) provision for income taxes
Interest expense, net
Depreciation and amortization
EBITDA
Debt modification and extinguishment costs
Net loss on asset disposals (a)
Transaction and other related costs (b)
Equity-based compensation
Restructuring, integration and business optimization expenses (c)
Other (d)
Adjusted EBITDA (1)
(a) When asset disposals occur, we remove the impact of net gain/loss of the disposed asset because such impact primarily reflects the non-cash write-off of long-lived assets no longer in use.
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(b) Relates to certain transaction costs, including debt financing, due diligence and other costs related to transactions that are completed, pending or abandoned, that we believe are not representative of our ongoing business operations.
(c) Includes the impact of restructuring, integration and business optimization expenses, which are incremental costs that are not representative of our ongoing business operations.
(d) Other consists of adjustments for items that are not core to our ongoing business operations. These adjustments include environmental remediation and other legal costs, expenses for capital and franchise taxes, and defined benefit pension and postretirement plan (benefits) costs, for which our obligations are under plans that are frozen.
(1) We define Adjusted EBITDA as EBITDA adjusted for certain items as noted in the reconciliation above. Our management evaluates our performance and allocates resources based on Adjusted EBITDA. Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net (loss) income from continuing operations as an indicator of our operating performance or as an alternative to cash flows as a source of liquidity. Adjusted EBITDA may not be comparable with EBITDA or Adjusted EBITDA as defined by other companies.
Adjusted Net Income
Summarized Adjusted Net Income information is shown below in the following table:
Years ended December 31,
Pre-tax
Tax expense (benefit)
After-tax
Pre-tax
Tax expense (benefit)
After-tax
(in millions)
Reconciliation of net income from continuing operations to Adjusted Net Income (1)(2)
Net income from continuing operations
Debt modification and extinguishment costs
Net loss on asset disposals (a)
Transaction and other related costs (b)
Equity-based compensation
Restructuring, integration and business optimization expenses (c)
Other (d)
Adjusted Net Income, including impact of valuation allowance release and changes in uncertain tax positions
Impact of valuation allowance release (3)
Changes in uncertain tax positions (4)
Adjusted Net Income
(1) We define Adjusted Net Inco me as net income from continuing operations adjusted for non-operating income or expense and the impact of certain non-cash or other items that are included in net income from continuing operations that we do not consider indicative of our ongoing operating performance. Adjusted Net Income is presented as a key performance indicator as we believe it will enhance a prospective investor’s understanding of our results of operations and financial condition. Adjusted Net Income may not be comparable with net income from continuing operations or Adjusted Net Income as defined by other companies.
(2) Refer to the Adjusted EBITDA notes above for more information with respect to each adjustment.
(3) Represents the tax impact of the state tax credit valuation allowance release. Item is not expected to be recurring.
(4) Represents the tax impact of previously net unrecognized tax benefits, excluding interest and penalties, primarily due to the expiration of statutes of limitations.
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The adjustments to net income from continuing operations are shown net of applicable tax rates of 25.3% and 25.4% for the years ended December 31, 2024 and 2023, respectively, except for equity-based compensation. The tax effect on equity-based compensation is derived by removing the tax effect of any equity-based compensation expense disallowed as a result of its inclusion within Section 162(m) of the Internal Revenue Code of 1986 (as amended) and adding the tax effect of equity-based compensation shortfall recorded as a discrete item.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in conformity with GAAP and our significant accounting policies are described in Note 2 to our consolidated financial statements. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We base our estimates and judgments on historical experience and other relevant factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We review these matters and reflect changes in estimates as appropriate. We have identified below the accounting policies, estimates and critical judgment areas that we believe could have a material effect on our financial position, liquidity or results of operations.
Revenue Recognition
In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our agreements, we perform the following steps: (i) identify the contract with the customer; (ii) determine whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measure the transaction price; (iv) allocate the transaction price to the performance obligations based on estimated selling prices; and (v) recognize revenue when (or as) we satisfy each performance obligation.
We identify a contract when an agreement with a customer creates legally enforceable rights and obligations, which occurs when a contract has been approved by both parties, the parties are committed to perform their respective obligations, each party’s rights and payment terms are clearly identified, commercial substance exists and it is probable that we will collect the consideration to which we are entitled.
Evidence of a contract with a customer may take the form of a master service agreement (“MSA”), a MSA in combination with an underlying purchase order, a combination of a pricing quote with an underlying purchase order or an individual purchase order received from a customer. Certain of our customers enter into MSAs that establish the terms, including prices, under which orders to purchase goods may be placed. In cases where the MSA contains a distinct order for goods or contains an enforceable minimum quantity to be purchased by the customer, we consider the MSA to be evidence of a contract with a customer as the MSA creates enforceable rights and obligations. In cases where the MSA does not contain a distinct order for goods, evidence of a contract with a customer is the purchase order issued under the MSA. Our customers may also negotiate orders via pricing quotes, which typically detail product pricing, delivery terms and payment information. When a customer procures goods under this method, we consider the combination of the pricing quote and the purchase order to create enforceable rights and obligations. Absent either a MSA or pricing quote, we consider an individual purchase order to create enforceable rights and obligations.
We identify a performance obligation in a contract for each promised good that is separately identifiable from other promises in the contract and for which the customer can benefit from the good. The majority of our contracts have a single performance obligation, which is the promise to transfer individual goods to the customer. Certain of our contracts include multiple performance obligations under which the purchase price for each distinct performance obligation is defined in the contract.
As described above, our MSAs with our customers may outline prices for individual products or contract provisions. MSAs may contain provisions whereby raw materials costs are passed-through to the customer per the terms of their contract. Our exposure to fluctuations in raw materials prices is limited, as the majority of pass-through contract provisions reset based on fluctuations in the underlying raw material price. MSAs also contain take-or-pay arrangements, whereby the customer would incur a penalty in the form of a shortfall volume fee. Revenue from product sales are recorded at the sales price, which includes estimates of variable consideration for which reserves are established and which result from discounts, returns or other allowances that are offered within contracts with our customers.
We recognize revenues when performance obligations under the terms of a contract with our customer are satisfied, which generally occurs at a point in time by transferring control of a product to the customer. We determine the point in
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time when a customer obtains control of a product and we satisfy the performance obligation by considering factors including when we have a right to payment for the product, the customer has legal title to the product, we have transferred possession of the product, the customer has assumed the risks and rewards of ownership of the product and the customer has accepted the product. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. We do not have any significant payment terms as payment is received at, or shortly after, the point of sale.
Goodwill and Intangible Assets
Assets and liabilities of acquired businesses are measured at their estimated fair values at the dates of acquisition. The excess of the purchase price over the estimated fair value of the net assets acquired, including identified intangibles, is recorded as goodwill. The determination and allocation of fair value to the assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment, including estimates based on historical information, current market data and future expectations.
Goodwill and intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events or circumstances exist that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
Goodwill is tested for impairment at the reporting unit level. In performing tests for goodwill impairment, we are able to use our discretion to first perform an optional qualitative assessment about the likelihood of the carrying value of a reporting unit exceeding its fair value. The qualitative assessment need not be applied to all reporting units. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount based on the qualitative assessment, we perform a quantitative goodwill impairment test to identify the potential goodwill impairment and measure the amount of the goodwill impairment loss, if any, to be recognized for that reporting unit. For the annual assessments in 2025 and 2024, we bypassed the option to perform the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test for each of our reporting units. The quantitative test identifies both the potential existence of impairment and the amount of impairment .
In applying the quantitative test, the Company calculates and compares the reporting unit’s estimated fair value to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill is not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit and the loss establishes a new basis in the goodwill. Subsequent reversal of an impairment loss is not permitted.
For the purposes of the quantitative goodwill impairment test, we determine the fair value of our reporting units using a combination of a market approach and an income, or discounted cash flow, approach. Estimating the fair value of a reporting unit requires various assumptions including the use of projections of future cash flows and discount rates that reflect the risks associated with achieving those cash flows. The key assumptions used in estimating the fair value are operating margin growth rates, revenue growth rates, the weighted average cost of capital, the perpetual growth rate, and the estimated earnings market multiples of each reporting unit. The market value is estimated using publicly traded comparable company values by applying their most recent annual Adjusted EBITDA multiples to the reporting unit’s Adjusted EBITDA for the trailing twelve months. The income approach value is estimated using a discounted cash flow approach. The assumptions about future cash flows and growth rates are based on our assessment of a number of factors including the reporting unit’s recent performance against budget as well as management’s ability to execute planned future strategic initiatives. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows.
For intangible assets other than goodwill, definite-lived intangible assets are amortized over their respective estimated useful lives. Intangible assets with indefinite lives are not amortized, but rather are tested for impairment at least annually or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the intangible asset below its carrying amount. Our indefinite-lived intangible assets include trade names and certain trademarks. Similar to the goodwill impairment test, we may first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If we choose to bypass the qualitative assessment, or if the qualitative assessment indicates that the indefinite-lived intangible asset is more likely than not impaired, a quantitative impairment test must be performed. The quantitative test for indefinite-lived intangible assets is a one-step test
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comparing the fair value of the asset to its carrying amount. If the fair value of the indefinite-lived intangible asset is less than the carrying amount, an impairment loss is recognized in an amount equal to the difference.
The unit of accounting used to test our indefinite-lived intangible assets for impairment is at the reporting unit level. The fair values of our indefinite-lived trade names and trademarks are determined for impairment testing purposes based on an income approach using a discounted cash flow valuation model under a relief from royalty methodology. Significant assumptions under the relief from royalty method include the royalty rate a market participant may assume, projected sales and the discount rate applied to the estimated cash flows.
For definite-lived intangible assets, we amortize technical know-how over periods that range from fourteen to twenty years, customer relationships over periods that range from seven to fifteen years, trademarks over a fifteen year period, contracts over periods that range from two to sixteen years, and permits over five years. We perform an impairment review of definite-lived intangible assets when facts and circumstances indicate that the carrying value of an asset may not be recoverable from its undiscounted future cash flows. The impairment test for definite-lived intangible assets is consistent with the test applied to property, plant and equipment as described in our policy.
Assessment of the potential impairment of goodwill and intangible assets is an integral part of our normal ongoing review of operations. Testing for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management's best estimates at a particular point in time. Estimates based on these assumptions may differ significantly from actual results. Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in which such impairments are recognized.
In addition, we continually review our diverse portfolio of assets to ensure they are achieving their greatest potential and are aligned with our growth strategy. Strategic decisions involving a particular group of assets may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses.
For further information, see Note 14 to our consolidated financial statements.
Investments in Affiliated Companies
Investments in affiliated companies are accounted for using the equity method of accounting if the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. Under the equity method of accounting, the investments in equity-method investees are recorded in the consolidated balance sheets as investments in affiliated companies, and the Company’s share of the investees’ earnings or losses, together with other than temporary impairments in value, is recorded as equity in net income from affiliated companies in the consolidated statements of income. Any differences between the Company’s cost of an equity method investment and the underlying equity in the net assets of the investment, such as fair value step-ups resulting from acquisitions, are accounted for according to their nature and impact the amounts recognized as equity in net income from affiliated companies in the consolidated statements of income.
The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the fair value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.
For the purposes of the equity method investment impairment test, we determine the fair value of our investment using a combination of a market approach and an income, or discounted cash flow. Estimating the fair value of an equity method investment requires various assumptions including the use of projections of future cash flows and discount rates that reflect the risks associated with achieving those cash flows. The key assumptions used in estimating the fair value are operating margin growth rates, revenue growth rates, selling, general and administrative expenses growth rates, the weighted average cost of capital, the perpetual growth rate, the estimated earnings market multiple, and the estimated control premium. The market value is estimated using publicly traded comparable company values by applying their most recent annual Adjusted EBITDA multiples to the reporting unit’s Adjusted EBITDA for the trailing twelve months. The income approach value is estimated using a discounted cash flow approach. The assumptions about future cash flows and growth rates are based on our assessment of a number of factors including the investee’s recent performance against budget as well as its ability to execute planned future strategic initiatives. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows.
Assessment of the potential impairment of investments in affiliate companies is an integral part of our normal ongoing review of operations. Testing for potential impairment of these assets is significantly dependent on numerous
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assumptions and reflects management’s best estimates at a particular point in time. Estimates based on these assumptions may differ significantly from actual results. Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time in which such impairments are recognized.
In addition, we continually review our diverse portfolio of assets to ensure they are achieving their greatest potential and are aligned with our growth strategy. Strategic decisions may trigger an assessment of the recoverability of the related assets. Such an assessment could result in impairment losses.
For further information, see Note 4 to these consolidated financial statements.
Income Taxes
We operate within multiple state taxing jurisdictions and are subject to tax filing requirements and potential audits within these jurisdictions. Our operations and the complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes we will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business. The resolution of these uncertainties may result in adjustments to our tax assets and tax liabilities. We use the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. We evaluate our deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character (e.g., capital gain versus ordinary income treatment), amount and timing, to result in their realizability. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, unless it is more likely than not that those assets will be realized. Considerable judgments are required in establishing deferred tax valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforward deferred tax assets become deductible or utilized. We consider the scheduled reversal of taxable temporary differences, projected future taxable income and tax-planning strategies in making this assessment. As events and circumstances change, valuation allowances are adjusted within results from operations when applicable.
We recognize net tax benefits under the recognition and measurement criteria of ASC 740 , which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns. We recognize a financial statement benefit for positions taken for tax return purposes when it will be more likely than not (i.e. greater than 50%) that the positions will be sustained upon tax examination, based solely on the technical merits of the tax positions. Otherwise, no tax benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Tax examinations are often complex as tax authorities may disagree with the treatment of items reported by us and may require several years to resolve. These accrued liabilities represent a provision for taxes that are reasonably expected to be incurred on the basis of available information but which are not certain.
The Company has elected an accounting policy under ASC 740 to record all subsequent changes in the measurement of unrecognized tax benefits (“UTBs”) in income from continuing operations, including those related to positions that originally arose in discontinued operations. Although U.S. GAAP permits alternative classification approaches, the Company applies this policy consistently, and all reversals or remeasurements of UTBs are reflected in continuing operations in the period of change.
The OBBBA introduces multiple tax law and other legislative changes, including modifications to income tax provisions such as domestic research and development expenses, capital expenditures, and U.S. taxation of international earnings; the repeal of acceleration of the sunset of certain tax credits under the IRA and elimination of certain penalties for violations of certain regulatory credit programs. We have recognized the effects of the OBBBA provisions in our financial results to the extent they are applicable to the year ended December 31, 2025. We will continue to evaluate the impact of these provisions.
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Stock-Based Compensation
We grant stock-based compensation awards in connection with our stock incentive plans. Under the terms of the incentive plans, we are authorized to issue equity awards to our employees, directors and affiliates. The grants have taken the form of restricted stock awards, restricted stock units, performance stock units and stock options. Restricted stock awards provide the recipient with shares of our stock subject to certain vesting requirements. Restricted stock units and performance stock units provide the recipient with the right to receive shares of our stock at a future date if certain vesting conditions are met. Stock option awards provide the recipient the ability to purchase shares of our stock at a given strike price upon the satisfaction of certain vesting requirements.
The vesting requirements associated with the awards include a mix of both service and/or performance conditions. Depending on the award and recipient, the service condition may reflect a cliff vesting provision (e.g., 100% vested upon four years of service) or a graded vesting provision (e.g., 33.3% vested each year over a period of three years). Prior to the Company’s IPO, the Company issued restricted stock awards and stock options with performance conditions that were based on the occurrence of a defined liquidity event upon which certain investment funds affiliated with CCMP receive proceeds exceeding defined thresholds. Although achievement of the performance condition is subject to continued service with us, the terms of awards issued with performance conditions stipulate that the performance vesting condition can be attained for a period of six months following separation from service under certain circumstances, depending on the means of separation from the Company and subject to other factors such as individual separation agreements. The same performance vesting condition for our restricted stock awards also governs the achievement of the performance vesting condition for our stock options. The value of the restricted stock awards granted was based on the average of the high and low trading prices of our common stock on the NYSE on the preceding trading day, in accordance with our policy for valuing such awards.
In addition to restricted stock awards, we have granted restricted stock units and performance stock units as part of our equity incentive compensation program. Each restricted stock unit provides the recipient with the right to receive a share of common stock subject to graded vesting terms based on service, which generally requires one year of service for members of our board of directors and three years of service for employees. Performance stock units vest upon the achievement of Company-specific financial performance targets and the provision of service through the vesting date.
We recognize compensation expense related to our equity awards with service conditions on a straight-line basis over the stated vesting period for each award. Expense related to our equity awards with performance conditions is recognized in the period in which it becomes probable that the performance target will be achieved. No compensation expense has been recognized to-date on any of our restricted stock awards and stock options subject to vesting based on performance conditions, since a liquidity event triggering vesting of the awards has not occurred, nor is it considered probable.
The grant date fair value of restricted stock awards, restricted stock units and performance stock units is based on the value of our common stock as traded on the NYSE. The grant date fair value of stock option awards is estimated using a Black-Scholes option pricing model. Determining the fair value of stock option awards at the grant date requires judgment, including estimates of the average risk-free interest rate, dividend yield, volatility and expected term. Since we have limited experience with respect to historical exercise and forfeiture rates or patterns, we have estimated certain assumptions using acceptable simplified methods and through benchmarking to our peer group of companies.
Recently Issued Accounting Standards
See Note 3 to our consolidated financial statements for a discussion of recently issued accounting standards and their effect on us.
Financial Condition, Liquidity and Capital Resources
Our primary sources of liquidity consist of cash flows from operations, existing cash balances as well as funds available under our asset based lending revolving credit facility (“ABL Facility”). We expect that ongoing requirements for debt service and capital expenditures will be funded from these sources of funds. Our primary liquidity requirements include funding working capital requirements (primarily inventory and accounts receivable, net of accounts payable and other accrued liabilities), debt service requirements and capital expenditures. Our capital expenditures include both maintenance of business, which include spending on maintenance and health, safety and environmental initiatives as well as growth, which includes spending to drive organic sales growth and cost savings initiatives.
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We believe that our existing cash and cash equivalents and cash flows from operations, combined with availability under our ABL Facility, will be sufficient to meet our presently anticipated future cash needs for at least the next twelve months. We may also pursue strategic acquisition or divestiture opportunities, which may impact our future cash requirements. We may, from time to time, increase borrowings under our ABL Facility to meet our future cash needs. As of December 31, 2025, we had cash and cash equivalents of $197.2 million and availability of $67.6 million under our ABL Facility, after giving effect to $3.2 million of outstanding letters of credit, for a total available liquidity of $264.8 million. We did not have any revolving credit facility borrowings as of December 31, 2025. As of December 31, 2025, we were in compliance with all covenants under our debt agreements.
Prior to April 10, 2025, our ABL Facility has one financial covenant with two ratios to maintain. The first ratio compares the total ABL availability against a threshold: the greater of 10% of the line cap (which was defined as the lesser of our revolving loan commitments and the value of our assets) or $10.0 million. The greater of this threshold could not be greater than the total availability of the ABL Facility. The second ratio compares the ABL Facility availability of the U.S. revolving credit facility against a $7.5 million threshold. On April 10, 2025, we amended the ABL Facility to, among other things, reallocate all European revolving loan commitments thereunder as U.S. revolving loan commitments. As a result of the amendment, on and after April 10, 2025, the U.S. revolving credit facility comprises all availability of the ABL Facility, and we are only required to comply with the first ratio described above. As of December 31, 2025, we were in compliance with the financial covenant under the ABL Facility.
The 2025 Term Loan Facility and the ABL Facility contain various restrictive covenants. Each limits the ability of the Company and its restricted subsidiaries to incur certain indebtedness or liens, merge, consolidate or liquidate, dispose of certain property, make investments or declare or pay dividends, make optional payments, modify certain debt instruments, enter into certain transactions with affiliates, enter into certain sales and leasebacks and certain other non-financial restrictive covenants. During such time, the Company is required to maintain a fixed-charge coverage ratio of at least 1.0 to 1.0. The Company was compliant with all debt covenants under the 2025 Term Loan Facility and the ABL Facility as of December 31, 2025 and 2024, respectively.
Effective on December 31, 2025, we completed the sale of our Advanced Materials & Catalysts segment, which includes the Zeolyst Joint Venture, to Technip Energies N.V. for a purchase price of $556.0 million, subject to certain adjustments set forth in the agreement. We used a portion of the net cash proceeds to partially repay the Senior Secured Term Loan Facility due June 2031 in the amount of $465.0 million.
We have no cash and cash equivalents held in foreign jurisdictions as of December 31, 2025.
Over the course of the next twelve months and beyond, we anticipate making significant cash payments for known contractual and other obligations, including:
Principal and interest on long-term debt
As of December 31, 2025, our total indebtedness was $397.1 million, with up to $67.6 million of available borrowings under our ABL. Our liquidity requirements are significant, primarily due to debt service requirements. As reported, our cash interest expense for the years ended December 31, 2025, 2024 and 2023 was approximately $50.8 million, $49.0 million and $42.1 million, respectively. Before any impact of hedges, a one percent change in assumed interest rates for our variable interest credit facilities would have an annual impact of approximately $4.0 million on interest expense during the year ended December 31, 2025. No principal balance is due within the next twelve months.
Interest payments due within the next twelve months are $21.2 million using the interest rate effective as of December 31, 2025 on our variable interest credit facilities. Interest on long-term debt excludes amortization of deferred financing fees and original issue discount. The actual interest payments may differ materially based on actual amounts of long-term debt outstanding and actual interest rates in future periods, as well as the hedging impact from our interest rate cap agreements.
Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time or seek to refinance our existing debt. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. Further, the decision to refinance our existing debt is based on a number of factors, including general market conditions and our ability to refinance on attractive terms at any given point in time. Any attempts to raise additional capital or borrowings or refinance our existing debt could cause us to incur significant charges. Such charges could have a material impact on our financial position, results of operations, or cash flows.
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Lease obligations
The Company has operating and finance lease agreements for land, buildings, railcars, vehicles, manufacturing equipment and general office equipment. We utilize an incremental borrowing rate over the relevant operating and finance lease terms, which is the rate of interest that it would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We utilize a fixed borrowing rate for the financing obligation.
As of December 31, 2025, our total operating lease liabilities was $38.2 million, with $12.1 million of principal and interest payments made during the year. Operating lease payments due within the next twelve months is $11.8 million.
As of December 31, 2025, our total finance lease liabilities were not material. Principal and interest payments made during the year were not material.
As of December 31, 2025, our total finance obligation was not material. Principal and interest payments made during the year were not material. Finance obligation due within the next twelve months is not material.
Cash Flow
Years ended December 31,
(in millions)
Continuing Operations
Net cash provided by (used in)
Operating activities
Investing activities
Financing activities
Discontinued Operations
Net cash provided by (used in)
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Less: cash, cash equivalents, and restricted cash of discontinued operations
Cash, cash equivalents and restricted cash at end of period of continuing operations
The following discussions related to our cash flows are presented on a continuing operations basis, which excludes the cash flows from our Advanced Materials & Catalysts businesses accounted for as discontinued operations.
Year Ended December 31, 2025 compared to the Year Ended December 31, 2024
Net cash provided by operating activities was $118.1 million for the year ended December 31, 2025, compared with $103.8 million provided for the year ended December 31, 2024. Cash generated by operating activities, other than changes in working capital was higher by $19.8 million during the year ended December 31, 2025, as compared to the prior year which was primarily driven by higher earnings exclusive of non-cash expenses. The decrease in cash from working capital during the year ended December 31, 2025 of $5.4 million was unfavorable compared to the year ended December 31, 2024 primarily due to unfavorable changes in receivables, partially offset by favorable changes in accounts payable and accrued liabilities.
The unfavorable change in receivables was driven by the timing of collection of sales. The unfavorable change in inventories was primarily due to the timing of sales orders and inventory build. The favorable change in accrued
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liabilities primarily relates to timing of payments for variable employee compensation liabilities and transaction related liabilities, partially offset by timing of interest payments. The unfavorable change in prepaids and other current assets primarily relates to the timing of interest and other receivables.
Net cash provided by investing activities was $456.5 million for the year ended December 31, 2025, compared to net cash used of $55.6 million during the year ended December 31, 2024. Net cash provided by investing activities for the year ended December 31, 2025 included the proceeds from the sale of the Advanced Materials & Catalysts business. During the year ended December 31, 2025, we acquired the sulfuric acid production assets of Cornerstone Chemical Company LLC located at Waggaman, Louisiana for $41.5 million. Cash used in investing activities also included $70.4 million and $55.6 million to fund capital expenditures during the years ended December 31, 2025 and 2024, respectively.
Net cash used in financing activities was $521.7 million for the year ended December 31, 2025, compared with $14.9 million used during the year ended December 31, 2024. Net cash used in financing activities was driven by the $465.0 million debt prepayment and the higher repurchases of the Company’s common stock of $41.9 million during the year ended December 31, 2025 compared to December 31, 2024.
Year Ended December 31, 2024 compared to the Year Ended December 31, 2023
Net cash provided by operating activities was $103.8 million for the year ended December 31, 2024, compared with $100.5 million provided for the year ended December 31, 2023. Cash generated by operating activities, other than changes in working capital was lower by $3.7 million during the year ended December 31, 2024, as compared to December 31, 2023, which was primarily driven by lower earnings. The increase in cash from working capital during the year ended December 31, 2024 of $6.7 million was favorable compared to the year ended December 31, 2023 primarily due to favorable changes in receivables and prepaids and other currents assets, partially offset by unfavorable changes in inventories.
The favorable change in receivables was driven by the timing of collection of sales. The favorable change in prepaids and other current assets primarily relates to the timing of interest and other receivables. The unfavorable change in inventories was primarily due to the timing of sales orders and inventory build.
Net cash used in investing activities was $55.6 million for the year ended December 31, 2024, compared to net cash used of $59.0 million during the year ended December 31, 2023 . Cash used in investing activities consisted of $55.6 million and $59.0 million to fund capital expenditures during the years ended December 31, 2024 and 2023, respectively.
Net cash used in financing activities was $14.9 million for the year ended December 31, 2024, compared with $90.7 million used during the year ended December 31, 2023 . The decrease in net cash used in financing activities was driven by lower repurchases of the Company’s common stock of $73.7 million during the year ended December 31, 2024 compared to December 31, 2023 .
Debt
December 31,
(in millions)
2025 Term Loan Facility
ABL Facility
Total debt
Original issue discount
Deferred financing costs
Total debt, net of original issue discount and deferred financing costs
Less: current portion
Total long-term debt, excluding current portion
As of December 31, 2025 our total debt was $397.1 million excluding the original issue discount of $2.9 million and deferred financing fees of $1.6 million for our senior secured credit facilities. Our Net Debt was $199.9 million, which is a non-GAAP financial measure consisting of total debt of $397.1 million (excluding the original issue discount
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of $2.9 million and deferred financing fees of $1.6 million for our senior secured credit facilities) less cash and cash equivalents of $197.2 million. Our total available liquidity as of December 31, 2025 was $264.8 million, which represents our cash on hand of $197.2 million plus our excess availability under our ABL of $67.6 million, after giving effect to $3.2 million of outstanding letters of credit and no revolving credit facility borrowings. We may seek, subject to market conditions and other factors, opportunities to repurchase, refinance or otherwise reprice our debt.
2025 Term Loan Facility
On June 9, 2021, we entered into an agreement for a senior secured term loan facility (the “2021 Term Loan Facility”) in an aggregate principal amount of $900.0 million with an original issue discount of 0.25% and interest at a floating rate of LIBOR (with a 0.50% minimum LIBOR floor) plus 2.75% per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50%), with a maturity date of June 9, 2028. The 2021 Term Loan Facility required scheduled quarterly amortization payments, each equal to 0.25% of the original principal amount of the loans under the 2021 Term Loan Facility.
On February 9, 2023, we amended the 2021 Term Loan Facility to replace LIBOR with a Secured Overnight Financing Rate (“SOFR”) as the benchmark interest rate. Following this amendment, the 2021 Term Loan Facility bore interest at an adjusted SOFR rate (with a 0.50% minimum floor) plus 2.75% per annum (or, depending on the Borrower’s first lien net leverage ratio, 2.50%).
On June 12, 2024, we amended the 2021 Term Loan Facility to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.25% per annum from a maximum of adjusted term SOFR plus 2.75% per annum, (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.25% per annum from a maximum of the alternate base rate plus 1.75% per annum and (c) extend the maturity date of all outstanding term loans to June 12, 2031. As a result of the amendment, there is no longer a credit spread adjustment of 10 basis points.
On January 30, 2025, we amended the 2021 Term Loan Facility to, among other things, (a) reduce the interest rate applicable to all outstanding SOFR term loans to term SOFR plus 2.00% per annum from a maximum of term SOFR plus 2.25% per annum and (b) reduce the interest rate applicable to all outstanding base rate term loans to the alternate base rate plus 1.00% per annum from a maximum of the alternate base rate plus 1.25% per annum (the amended term loans, the “2025 Term Loan Facility”).
ABL Facility
On May 4, 2016, we entered a $200.0 million senior secured ABL facility, which provided for $200.0 million in revolving credit commitments.
On March 20, 2020, we amended the ABL Facility to increase the aggregate amount of the revolving loan commitments available by $50.0 million to $250.0 million, consisting of up to $195.0 million in U.S. commitments, up to $15.0 million in Canadian commitments and up to $40.0 million in European commitments. The maturity of the facility was extended to March 20, 2025. In addition, there was an annual commitment fee equal to 0.375%, with a step-down to 0.25% based on average usage of the revolving credit borrowings available.
Following the amendment, the borrowings under the amended ABL Facility bear interest at a rate equal to the LIBOR rate or the base rate plus a margin of between 1.25% to 1.75% or 0.25% to 0.75%, respectively.
On June 9, 2021, we amended the ABL Facility to decrease the aggregate amount of revolving loan commitments available to $100.0 million, consisting of $90.0 million in U.S. commitments and $10.0 million in European commitments and extended the maturity date to August 2, 2026.
On February 17, 2023, we amended the ABL Facility to replace LIBOR with SOFR as the benchmark interest rate with respect to U.S. dollar-denominated borrowings. Following this amendment, U.S. dollar-denominated borrowings under the ABL Facility bear interest at a rate equal to an adjusted SOFR rate or the base rate plus a margin of between 1.25% and 1.75% or 0.25% to 0.75%, respectively.
On April 10, 2025, we amended the ABL credit agreement (“ABL Credit Agreement”) to, among other things, (a) reallocate all European revolving loan commitments thereunder as United States revolving loan commitments, (b) extend the maturity date with respect to borrowings under the ABL Credit Agreement by over three years to April 10, 2030 (subject to acceleration under certain circumstances), (c) reduce the interest rate applicable to outstanding revolving loans that bear interest at a rate equal to Term SOFR by removing the credit spread adjustment that was applied to Term
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SOFR in the ABL Credit Agreement in calculating adjusted Term SOFR, and (d) reduce the frequency of borrowing base reporting, field examinations and appraisals (subject to higher frequency under certain circumstances). As a result of the amendment, the Company capitalized $0.6 million of deferred financing costs within long-term debt, excluding current portion in the consolidated balance sheets during the year ended December 31, 2025.
As of December 31, 2025, there were no revolving credit borrowings under the ABL Facility. Revolving credit borrowings are payable at our option throughout the term of the ABL Facility with the balance due April 10, 2030. We have the availability to request letters of credit under the ABL Facility. We had $3.2 million of letters of credit outstanding as of December 31, 2025, which reduce available borrowings under the ABL Facility by such amounts.
We were in compliance with all debt covenants as of December 31, 2025 and 2024, respectively.
Capital Expenditures
Maintenance capital expenditures include spending on maintenance of business, health, safety and environmental initiatives. Growth capital expenditures include spending to drive organic sales growth and cost savings initiatives. These capital expenditures represent our “book” capital expenditures for which the Company has recorded, but not necessarily paid for the capital expenditures.
Years ended December 31,
(in millions)
Maintenance capital expenditures
Growth capital expenditures
Total capital expenditures
Capital expenditures remained at a level sufficient for required maintenance and certain expansion growth initiatives during these periods. Maintenance capital expenditures were higher in the year ended December 31, 2025 as compared to December 31, 2024 due to extended turnaround activities in 2025.
Pension Funding
We paid $0.5 million and $1.6 million in contributions into our defined benefit pension plans and other postretirement plans in the years ended December 31, 2025 and 2024, respectively, and an immaterial amount in the year ended December 31, 2023. The net periodic pension and postretirement expense (benefit) was $0.1 million, $(0.2) million, and $0.1 million for those same periods, respectively.
As of December 31, 2025 and 2024, our pension plans and other post-retirement benefit plans were underfunded by $0.8 million and $2.5 million, respectively.
Off-Balance Sheet Arrangements
We had $3.2 million of outstanding letters of credit on our revolver facility as of December 31, 2025 and 2024, respectively.
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