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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-07 · 213 added, 294 removed, 262 unchanged (66% of the section changed)

6 unchanged sentences

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs.

Examples of forward-looking statements include, but are not limited to, statements we make regarding demand trends, economic effects on our operations and financial results and our liquidity, potential strategic acquisitions or divestitures, the strategic review of our Advanced Materials & Catalysts segment, potential increased borrowing under our credit facilities, and our belief that our current level of operations, cash and cash equivalents, cash flow from operations and borrowings under our credit facilities and other lines of credit will provide us adequate cash to fund working capital requirements, capital expenditure projects, debt service requirements and other requirements for our business for at least the next twelve months.

Examples of forward-looking statements include, but are not limited to, statements we make regarding statements we make regarding the announced pending sale of our Advanced Materials & Catalysts business, demand trends, economic effects on our operations and financial results and our liquidity, potential strategic acquisitions or divestitures, potential increased borrowing under our credit facilities, and our belief that our current level of operations, cash and cash equivalents, cash flow from operations and borrowings under our credit facilities and other lines of credit will provide us adequate cash to fund working capital requirements, capital expenditure projects, debt service requirements and other requirements for our business for at least the next twelve months.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions.

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• as a global business, we are exposed to local business risks in different countries;

• we are affected by general economic conditions and economic downturns;

• are affected by general economic conditions and economic downturns;

• exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows;

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• we rely on a limited number of customers for a meaningful portion of our business;

• multi-year customer contracts in our Ecoservices segment are subject to potential early termination and such contracts may not be renewed at the end of their respective terms;

• multi-year customer contracts are subject to potential early termination and such contracts may not be renewed at the end of their respective terms;

• our quarterly results of operations are subject to fluctuations because demand for some of our products is seasonal;

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• existing and proposed regulations to address climate change by limiting greenhouse gas emissions may cause us to incur significant additional operating and capital expenses and may impact our business and results of operations;

• other governmental legislation and regulation, as well as adverse effects from the U.S.

government shutdown;

• production and distribution of our products could be disrupted for a variety of reasons, including as a result of supply chain constraints, and such disruptions could expose us to significant losses or liabilities;

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• significant trade developments, including tariffs, have had and may continue to have an adverse effect on us;

• the timing and outcome, if any, of our strategic review process for our Advanced Materials & Catalysts segment

• the timing of, and ability to consummate, our announced sale of our Advanced Materials & Catalysts segment and the anticipated partial repayment under our 2025 Term Loan Facility;

• that we have a material weakness in our internal control over financial reporting and that we may identify additional material weaknesses in the future;

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We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations.

We are a leading integrated and innovative global provider of advanced materials, specialty catalysts, virgin sulfuric acid and sulfuric acid regeneration services.

We believe that our products and services contribute to improving the sustainability of the environment.

We conduct operations through two reporting segments:

(1) Ecoservices and (2) Advanced Materials & Catalysts (including our 50% interest in the Zeolyst Joint Venture).

We are a leading provider of virgin sulfuric acid and sulfuric acid regeneration services.

We believe that our Ecoservices 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.

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We also provide chemical waste handling and treatment services, as well as ex-situ catalyst activation services for the refining and petrochemical industry.

Advanced Materials & Catalysts:

We are a global supplier of finished silica catalyst, catalyst supports and functionalized silicas necessary to produce high performing plastics and to enable sustainable chemistry through our Advanced Silicas business.

This segment also includes our 50% interest in the Zeolyst Joint Venture, where we are a leading global supplier of specialty zeolites used in catalysts that supports the production of sustainable fuels, remove nitrogen oxides from diesel engine emissions and that are broadly applied in refining and petrochemical processes.

Recent Developments

On September 10, 2025, we entered into a definitive agreement to sell our Advanced Materials & Catalysts business 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 is expected to be completed in the first quarter of 2026, subject to regulatory approvals and customary closing conditions.

The results of operations, financial condition, and cash flows for the Advanced Materials & Catalysts 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 3 to our condensed consolidated financial statements for additional information.

Stock Repurchase Program

On April 27, 2022, the Board 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.

For the six months ended June 30, 2025, the Company repurchased 2,926,152 shares on the open market at an average price of $7.47 per share, for a total of $21.9 million

excluding brokerage commissions and accrued excise tax.

As of June 30, 2025, $207.7 million was available for share repurchases under the program.

For the six months ended June 30, 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.

On April 27, 2022, our Board of Directors (the “Board”) 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”).

On October 30, 2025, the Board 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 nine months ended September 30, 2025, the Company repurchased 3,536,364 shares on the open market at an average price of $7.74 per share, for a total of $27.4 million excluding brokerage commissions and accrued excise tax.

As of September 30, 2025, $202.2 million was available for share repurchases under the program.

For the nine months ended September 30, 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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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 attributable to continuing operations before interest, taxes, depreciation and amortization.

Adjusted EBITDA consists of EBITDA adjusted for (i) non-operating income or expense, (ii) the impact of certain non-cash, nonrecurring or other items included in net income and EBITDA that we do not consider indicative of our ongoing operating performance, and (iii) depreciation, amortization and interest of our 50% share of the Zeolyst Joint Venture.

Adjusted Net Income consists of net income adjusted for (i) non-operating income or expense and (ii) the impact of certain non-cash, nonrecurring or other items included in net income that we do not consider indicative of our ongoing operating performance.

EBITDA consists of net income (loss) from continuing operations before 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 and EBITDA that we do not consider indicative of our ongoing operating performance.

Adjusted Net Income consists of net income (loss) 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 that we do not consider indicative of our ongoing operating performance.

Net Debt consists of total debt less cash and cash equivalents.

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Key Factors and Trends Affecting Operating Results and Financial Condition

Sales in our Ecoservices and Advanced Materials & Catalysts segments are made on both a purchase order basis and pursuant to long-term contracts.

Within the Zeolyst Joint Venture, included in our Advanced Materials & Catalysts segment, we may also experience demand fluctuations based upon the timing of our customer’s fixed bed catalyst replacements.

Our Ecoservices and Advanced Materials & Catalysts segments continued to benefit from positive demand trends for our products and services in the majority of end uses we serve.

For Ecoservices, strong domestic and export 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.

Sales are made on both a purchase order basis and pursuant to long-term contracts.

We continued to benefit from positive demand trends for our products and services in the majority of end uses we serve.

Strong domestic and export 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.

In addition, demand for virgin sulfuric acid across a wide range of industrial applications remained favorable.

For our Advanced Materials & Catalysts segment, global polyethylene demand remained positive, supporting our sales of polyethylene catalysts and catalysts supports.

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, energy and packaging costs that are directly related to the manufacturing process.

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.

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Spent sulfuric acid for our Ecoservices segment is supplied by customers as part of their contracts.

The primary raw materials used in the manufacture of products in our Advanced Materials & Catalysts segment include sodium silicate and cesium hydroxide.

Most of our Ecoservices contracts feature take-or-pay volume protection and/or quarterly price adjustments for commodity inputs, labor, the Chemical Engineering Index (U.S.

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 Ecoservices segment sales for the year ended December 31, 2024 were under contracts featuring quarterly price adjustments.

About 90% of our sales for the year ended December 31, 2024 were under contracts featuring quarterly price adjustments.

The price adjustments generally reflect actual costs for producing acid and tend to protect us from volatility in labor, fixed costs and raw material pricing.

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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.

Joint Venture

We account for our investments in our equity joint ventures under the equity method.

Our joint venture, the Zeolyst Joint Venture, manufactures high-performance, specialty, zeolite-based catalysts, used in emission control, refining and petrochemical industry applications and by the broader chemicals industry.

Within the Zeolyst Joint Venture, hydrocracking catalyst sales continued to reflect demand fluctuations driven by customer order timing associated by the timing of fixed bed catalyst replacement cycles and sales of niche-custom catalysts, which tend to be event driven, continued to reflect variability in customer order patterns.

We share proportionally in the management of our joint venture with the other parties to such joint venture.

Our regeneration services product group, which is a part of our Ecoservices segment, typically experiences seasonal fluctuations as a result of higher demand for gasoline products in the summer months and lower demand in the winter months.

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.

These demand fluctuations generally result in higher sales and working capital requirements in the second and third quarters.

Foreign Currency

As a global business, we are subject to the impact of gains and losses on currency translations, which occur when the financial statements of foreign operations are translated into U.S.

We operate in various geographies with approximately 5% of our sales for the six months ended June 30, 2025 and for the year ended December 31, 2024 in currencies other than the U.S.

Because our condensed consolidated financial results are reported in U.S.

dollars, sales or earnings generated in currencies other than the U.S.

dollar can result in a significant increase or decrease in the amount of those sales and earnings when translated to U.S.

The foreign currency to which we have the most significant exchange rate exposure is the British pound.

Results of Operations

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The following is a summary of our financial performance for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following is a summary of our financial performance for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

• Sales increased $51.0 million to $204.9 million.

The increase in sales primarily reflects higher average selling prices from the pass-through effect of higher sulfur prices, favorable contractual pricing for regeneration services, and strong pricing in virgin sulfuric acid, as well as sales associated with the acquired Waggaman, Louisiana location, partially offset by lower sales volume for regeneration services and timing of chemical catalysts sales.

• Gro ss profit decreased $4.0 million to $49.7 million.

The decrease in gross profit was primarily due to lower sales volume and higher manufacturing costs, partially offset by higher average selling pricing.

The increase in sales primarily reflects higher average selling prices from the pass-through effect of higher sulfur costs, favorable contractual pricing for regeneration services, increased volume of virgin sulfuric acid, as well as sales associated with the acquired Waggaman, Louisiana location, partially offset by lower regeneration services volume.

• Gro ss profit increased $7.0 million to $52.1 million.

The increase in gross profit was primarily due to higher average selling pricing and higher sales volume, partially offset by higher manufacturing costs.

Operating Income

• Operating income decreased by $10.1 million to $17.8 million.

The decrease in operating income reflects lower gross profit and higher other operating expenses, net.

Equity in Net Income of Affiliated Companies

• Equity in net income of affiliated companies for the three months ended June 30, 2025 was $1.9 million, an increase of $0.5 million compared to $1.4 million for the three months ended June 30, 2024.

The following is our unaudited condensed consolidated statements of income and a summary of financial results for the three months ended June 30, 2025 and 2024:

• Operating income increased by $0.8 million to $28.3 million.

The increase in operating income reflects higher gross profit offset by higher other operating expense, net.

The following is our unaudited condensed consolidated statements of (loss) income and a summary of financial results for the three months ended September 30, 2025 and 2024:

Three months ended

June 30, Change

September 30, Change

2025 2024 $ %

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Operating income margin 13.8 % 17.9 %

Equity in net (income) from affiliated companies (1.9) (1.4) (0.5) 35.7 %

Interest expense, net 8.4 7.9 0.5 6.3 %

Debt modification and extinguishment costs — 4.6 (4.6) (100.0) %

Other expense, net 0.6 0.4 0.2 50.0 %

Other (income) expense, net (0.7) 0.2 (0.9) (450.0) %

Income before income taxes 20.6 19.4 1.2 6.2 %

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Effective tax rate 98.2 % 23.7 %

Net income $ 6.0 $ 8.3 $ (2.3) (27.7) %

Three months ended

June 30, Change

2025 2024 $ %

(in millions, except percentages)

Ecoservices $ 176.0 $ 153.9 $ 22.1 14.4 %

Advanced Materials & Catalysts 24.1 28.9 (4.8) (16.6) %

Total sales $ 200.1 $ 182.8 $ 17.3 9.5 %

Sales in Ecoservices for the three months ended June 30, 2025 were $176.0 million, an increase of $22.1 million, or 14.4%, compared to sales of $153.9 million for the three months ended June 30, 2024.

The increase in sales was due to higher average selling prices of $26.3 million, partially offset by lower sales volume of $4.2 million.

The increase in average selling prices reflect the pass-through effect of higher sulfur costs, favorable contractual pricing for regeneration services, and strong pricing in virgin sulfuric acid.

The impact associated with the pass-through of high sulfur costs was approximately $20 million for the three months ended June 30, 2025.

The decrease in sales volume was primarily related to lower regeneration services, partially offset by the contribution of sales volume from the Waggaman location.

The lower sales volume in regeneration services was driven primarily by unplanned and extended customer down-time.

Advanced Materials & Catalysts:

Sales in Advanced Materials & Catalysts for the three months ended June 30, 2025 were $24.1 million, a decrease of $4.8 million, or 16.6%, compared to sales of $28.9 million for the three months ended June 30, 2024.

The decrease of $4.8 million was primarily due to the timing of event-driven, niche custom catalysts sales.

Gross profit for the three months ended June 30, 2025 was $49.7 million, a decrease of $4.0 million, or 7.4%, compared to $53.7 million for the three months ended June 30, 2024.

The decrease in gross profit was primarily due to lower sales volume and mix of $7.8 million and higher manufacturing costs of $2.5 million, exclusive of the approximately $20 million of higher sulfur costs and partially offset by higher average selling prices of $6.3 million, exclusive of the pass-through of the higher sulfur costs.

Net income from continuing operations 0.4 14.8 (14.4) (97.3) %

Net loss from discontinued operations, net of tax (79.7) (0.5) (79.2) 15,840.0 %

Net (loss) income $ (79.3) $ 14.3 $ (93.6) (654.5) %

Sales for the three months ended September 30, 2025 were $204.9 million, an increase of $51.0 million, or 33.1%, compared to sales of $153.9 million for the three months ended September 30, 2024.

The increase in sales was due to higher average selling prices of $34.3 million and higher overall sales volume of $16.7 million.

The increase in average selling prices primarily reflect the pass-through effect of higher sulfur costs and favorable contractual pricing for regeneration services.

The impact associated with the pass-through of high sulfur costs was approximately $25 million for the three months ended September 30, 2025.

The increase in sales volume was primarily related to the contribution of sales volume from the Waggaman location and higher virgin sulfuric acid sales, partially offset by lower regeneration services due to unplanned and extended customer downtime.

Gross profit for the three months ended September 30, 2025 was $52.1 million, an increase of $7.0 million, or 15.5%, compared to $45.1 million for the three months ended September 30, 2024.

The increase in gross profit was primarily due to higher average selling prices of $9.3 million, exclusive of the approximately $25 million pass-through of the higher sulfur costs, driven by contractual improvements and higher sales volume of $5.8 million, partially offset by higher manufacturing costs of $8.2 million, exclusive of the sulfur costs.

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 general inflation, and transportation partially offset by lower turnaround costs.

Higher manufacturing costs were driven by additional fixed costs from the Waggaman location, general inflation and transportation.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $22.7 million for the three months ended June 30, 2025 and 2024.

An increase in compensation-related expenses of $0.6 million was offset by a decrease of $0.6 million in professional fees compared to the prior year.

Selling, general and administrative expenses were $15.7 million for the three months ended September 30, 2025, an increase of $0.5 million, as compared to $15.2 million for three months ended September 30, 2024 .

Other Operating Expense, Net

Other operating ex pense, net for the three months ended June 30, 2025 was $9.2 million, an increase of $6.1 million, compared to $3.1 million for the three months ended June 30, 2024.

The increase in other operating expense, net was primarily due to an increase in other expenses, primarily related to litigation and tax charges of $2.5 million, restructuring costs of $0.9 million, transaction costs of $2.5 million, and loss on disposal of assets of $0.3 million compared to the prior year.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated comp anies for the three months ended June 30, 2025 was $1.9 million, compared to $1.4 million for the three months ended June 30, 2024.

The increase was due to $0.5 million of higher earnings from the Zeolyst Joint Venture during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

The increase in earnings from the Zeolyst Joint Venture was prim arily due to lower amortization of investment in affiliate step-up.

Other operating ex pense, net for the three months ended September 30, 2025 was $8.1 million, an increase of $5.7 million, compared to $2.4 million for the three months ended September 30, 2024.

The increase in other operating expense, net was primarily due to an increase in loss on disposal of assets of $3.4 million, transaction and integration costs associated with the Waggaman location of $1.3 million, and other costs of $1.0 million, primarily related to restructuring and tax charges.

Interest Expense, Net

Interest expense, net for the three month s ended June 30, 2025 was $11.1 million, a decrease of $1.8 million, as compared to $12.9 million for the three months ended June 30, 2024.

The decrease in interest expense, net was primarily due to the year over year decrease in variable rates in part due to the reduction in our spread associated with the 2025 Term Loan refinancing transactions and lower outstanding debt during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

Debt Modification and Extinguishment Costs

Debt modification and extinguishment costs for the three month s ended June 30, 2025 were zero, a decrease of $4.6 million, as compared to $4.6 million for the three months ended June 30, 2024 .

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 within debt modification and extinguishment costs in the condensed consolidated statements of income during the three months ended June 30, 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 three months ended June 30, 2024.

Other Expense, Net

Other expense, net for the three months ended June 30, 2025 was $0.6 million, an increase of $0.2 million, as compared to $0.4 million for the three months ended June 30, 2024.

Interest expense, net for the three month s ended September 30, 2025 was $8.4 million, an increase of $0.5 million, as compared to $7.9 million for the three months ended September 30, 2024 .

The increase in interest expense, net was due to lower benefit from our interest rate caps offset by lower interest expense driven by the year over year decrease in variable rates in part due to the reduction in our spread associated with the 2025 Term Loan refinancing transactions and lower outstanding debt during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024.

Other (Income) Expense, Net

Other income, net for the three months ended September 30, 2025 was $0.7 million, a change of $0.9 million, as compared to $0.2 million of other expense for the three months ended September 30, 2024.

Provision For Income Taxes

The provision for income taxes for the three months ended June 30, 2025 was $2.0 million, compared to $3.1 million for the three months ended June 30, 2024.

The effective income tax rate for the three months ended June 30, 2025 was 25.6%, compared to 27.1% for the three months ended June 30, 2024.

The Company’s quarter over quarter effective income tax rate has fluctuated primarily due to a reduced discrete tax impact relative to pre-tax book income.

The discrete tax items relate to a stock compensation shortfall, tax expense associated with the recording of accrued penalties and interest on historical uncertain tax positions, state tax law changes and a tax benefit related to state tax refunds associated with prior tax years.

The provision for income taxes for the three months ended September 30, 2025 was $20.2 million, compared to $4.6 million for the three months ended September 30, 2024.

The effective income tax rate for the three months ended September 30, 2025 was 98.2%, compared to 23.7% for the three months ended September 30, 2024.

The Company’s quarter over quarter effective income tax rate has fluctuated primarily due to an increased discrete tax impact relative to pre-tax book income.

The discrete tax items relate to a stock compensation shortfall, intraperiod allocation revaluation of deferred tax assets and liabilities including valuation allowances as a result of the Advanced Materials & Catalysts divestiture, tax expense associated with the recording of accrued penalties and interest on historical uncertain tax positions and a tax benefit related to state tax refunds associated with prior tax years.

The total tax expense for the three months ended September 30, 2025 includes a $15.6 million discrete tax expense connected to intraperiod allocation associated with the revaluation of deferred tax assets and liabilities, a valuation allowance against the Company’s Kansas Investment Tax Credits, and an increase in valuation allowance against a portion of the Company’s state net operating losses.

In accordance with intraperiod allocation rules, this discrete tax expense is reflected in the tax provision for continuing operations.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for the three months ended June 30, 2025 was mainly due to state and local taxes, shortfall tax expense related to stock compensation, state and local tax law changes, and a tax benefit related to state tax refunds associated with prior tax years.

For the foregoing reasons, net income was $6.0 million for the three months ended June 30, 2025, compared to $8.3 million for the three months ended June 30, 2024.

federal statutory income tax rate and the Company’s effective income tax rate for the three months ended September 30, 2025 was mainly due to state and local taxes, shortfall tax expense related to stock compensation, tax benefit related to state tax refunds associated with prior tax years, discrete tax expense related to intraperiod allocation associated with the revaluation of deferred tax assets and liabilities, a valuation allowance against the Company’s Kansas Investment Tax Credits, and a valuation allowance against a portion of the Company’s state net operating losses.

Net Income From Continuing Operations

For the foregoing reasons, net income from continuing operations was $0.4 million for the three months ended September 30, 2025, compared to $14.8 million for the three months ended September 30, 2024.

Adjusted EBITDA

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Three months ended

June 30, Change

September 30, Change

2025 2024 $ %

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Ecoservices $ 63.6 $ 55.1 $ 8.5 15.4 %

Advanced Materials & Catalysts (2)

13.7 14.7 (1.0) (6.8) %

Unallocated corporate expenses (6.1) (6.4) 0.3 4.7 %

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Our management evaluates the performance of our segments and allocates resources based primarily on Adjusted EBITDA.

Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flows as a source of liquidity.

Adjusted EBITDA does not represent cash flow for periods presented and should not be considered as an alternative to net 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.

(2) The Adjusted EBITDA for the Advanced Materials & Catalysts segment includes our 50% portion of the Adjusted EBITDA from the Zeolyst Joint Venture.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $5.7 million for the three months ended June 30, 2025, which includes $1.9 million of equity in net income, excluding $0.6 million of amortization of investment in affiliate step-up plus $3.2 million of joint venture depreciation, amortization and interest.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $5.6 million for the three months ended June 30, 2024, which includes $1.4 million of equity in net income, excluding $0.9 million of amortization of investment in affiliate step-up plus $3.2 million of joint venture depreciation, amortization and interest.

Adjusted EBITDA for the three months ended June 30, 2025 was $49.8 million, an increase of $0.1 million, or 0.2%, compared to $49.7 million for the three months ended June 30, 2024.

The increase in Adjusted EBITDA was a result of favorable contractual pricing for regeneration services and strong pricing in virgin sulfuric acid along with lower turnaround costs, largely offset by lower regeneration services volume due to unplanned and extended customer down time and higher manufacturing costs driven by general inflation.

Advanced Materials & Catalysts:

Adjusted EBITDA for the three months ended June 30, 2025 was $13.7 million, a decrease of $1.0 million, or 6.8%, compared to $14.7 million for the three months ended June 30, 2024.

The decrease in Adjusted EBITDA was primarily driven by lower sales volume and mix due to the timing of niche custom catalysts sales.

A reconciliation of net income to Adjusted EBITDA is as follows:

Adjusted EBITDA for the three months ended September 30, 2025 was $63.6 million, an increase of $8.5 million, or 15.4%, compared to $55.1 million for the three months ended September 30, 2024.

The increase in Adjusted EBITDA was a result of favorable contractual pricing for regeneration services and higher sales volume of virgin sulfuric acid, partially offset by lower regeneration services volume, due to unplanned and extended customer down time, and higher manufacturing costs driven by general inflation and transportation.

A reconciliation of net income from continuing operations to Adjusted EBITDA is as follows:

Three months ended

September 30,

(in millions)

Reconciliation of net income to Adjusted EBITDA

Net income $ 6.0 $ 8.3

Reconciliation of net income from continuing operations to Adjusted EBITDA

Net income from continuing operations $ 0.4 $ 14.8

Provision for income taxes 20.2 4.6

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EBITDA 49.7 45.8

Joint venture depreciation, amortization and interest (a)

Amortization of investment in affiliate step-up (b)

Debt modification and extinguishment costs — 4.6

Net loss on asset disposals (c)

Foreign currency exchange gain (d)

LIFO benefit (e)

Transaction and other related costs (f)

Net loss on asset disposals (a)

Transaction and other related costs (b)

Equity-based compensation 2.3 2.3

Restructuring, integration and business optimization expenses (g)

Restructuring, integration and business optimization expenses (c)

Adjusted EBITDA $ 57.5 $ 48.7

(a) We use Adjusted EBITDA as a performance measure to evaluate our financial results.

Because our Advanced Materials & Catalysts segment includes our 50% interest in the Zeolyst Joint Venture, we include an adjustment for our 50% proportionate share of depreciation, amortization and interest expense of the Zeolyst Joint Venture.

(b) Represents the amortization of the fair value adjustments associated with the equity affiliate investment in the Zeolyst Joint Venture as a result of the combination of the businesses of PQ Holdings Inc.

and Eco Services Operations LLC in May 2016.

We determined the fair value of the equity affiliate investment and the fair value step-up was then attributed to the underlying assets of the Zeolyst Joint Venture.

Amortization is primarily related to the fair value adjustments associated with intangible assets, including customer relationships and technical know-how.

(c) 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.

(d) Reflects the exclusion of the foreign currency transaction gains and losses in the condensed consolidated statements of income related to the remeasurement effects of monetary assets and liabilities, including non-permanent intercompany debt, denominated in foreign currency.

(e) Represents non-cash adjustments to the Company’s LIFO reserves for certain inventories in the U.S.

that are valued using the LIFO method, effectively reflecting the results as if these inventories were valued using the FIFO method, which we believe provides a means of comparison to other companies that may not use the same basis of accounting for inventories.

(f) 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.

(g) Includes the impact of restructuring, integration and business optimization expenses, which are incremental costs that are not representative of our ongoing business operations.

(h) Other consists of adjustments for items that are not core to our ongoing business operations.

(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.

(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.

Also included in this amount are adjustments to eliminate the benefit realized in cost of goods sold of the allocation of a portion of the contract manufacturing payments under the five-year agreement with the buyer of the Performance Chemicals business to the financing obligation under the failed sale-leaseback.

Included in this line-item are rounding discrepancies that may arise from rounding from dollars (in thousands) to dollars (in millions).

1 unchanged sentence

Summarized Adjusted Net Income information is shown below in the following table:

Three months ended June 30,

Three months ended September 30,

Pre-tax amount Tax expense (benefit) After-tax amount Pre-tax amount Tax expense (benefit) After-tax amount

(in millions)

Reconciliation of net income to Adjusted Net Income (1)(2)

Net income $ 8.0 $ 2.0 $ 6.0 $ 11.4 $ 3.1 $ 8.3

Amortization of investment in affiliate step-up (b)

0.6 0.1 0.5 0.9 0.2 0.7

Debt modification and extinguishment costs — — — 4.6 1.2 3.4

Net loss on asset disposals (c)

0.3 0.1 0.2 — — —

Foreign currency exchange gain (d)

— — — (0.1) — (0.1)

LIFO benefit (e)

Reconciliation of net income from continuing operations to Adjusted Net Income (1)(2)

Net income from continuing operations $ 20.6 $ 20.2 $ 0.4 $ 19.4 $ 4.6 $ 14.8

Net loss on asset disposals (a)

3.6 0.9 2.7 0.2 0.1 0.1

Transaction and other related costs (f)

Transaction and other related costs (b)

0.6 0.2 0.4 — — —

Equity-based compensation 2.3 0.6 1.7 2.3 0.6 1.7

Restructuring, integration and business optimization expenses (g)

Restructuring, integration and business optimization expenses (c)

1.8 0.5 1.3 0.1 — 0.1

(0.3) (0.1) (0.2) — — —

Adjusted Net Income, including intraperiod allocation 28.6 22.3 6.3 22.0 5.3 16.7

Intraperiod allocation for restating discontinued operations (3)

— (15.6) 15.6 — — —

Adjusted Net Income $ 28.6 $ 6.7 $ 21.9 $ 22.0 $ 5.3 $ 16.7

(1) We define Adjusted Net Income as net income adjusted for non-operating income or expense and the impact of certain non-cash or other items that are included in net income that we do not consider indicative of our ongoing operating performance.

(1) We define Adjusted Net Income 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 or Adjusted Net Income as defined by other companies.

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.

The adjustments to net income are shown net of applicable tax rates as determined by the calculation of our quarterly tax provision under interim financial reporting for the three months ended June 30, 2025 and June 30, 2024, 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 IRC Sec.

162(m) and adding the tax effect of equity-based stock compensation shortfall recorded as a discrete item.

(3) Due to reporting the Advanced Materials & Catalysts business as held for sale in discontinued operations, the estimated tax rate used to value deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) needs to be adjusted to remove the Advanced Materials & Catalysts rate.

Additionally, the Company reassessed the realizability of its state deferred tax assets, including Kansas Investment Tax Credits and state Net Operating Losses.

Due to changes in the Company’s state apportionment profile resulting from the Advanced Materials & Catalysts, it was determined that a portion of these deferred tax assets are no longer expected to be realized.

Accordingly, the Company recorded a valuation allowance during the quarter to reflect the reduced expected benefit of these state tax attributes.

Given these are a direct result of the sale of discontinued operations and the need to adjust the estimated tax rate and valuation allowances arose because of discontinued operations, the impacts are reflected in continuing operations.

Due to these revaluations being solely as a result of the Advanced Materials & Catalysts divestiture and a non-cash item, it is treated as an addback.

The adjustments to net income from continuing operations are shown net of applicable tax rates as determined by the calculation of our quarterly tax provision under interim financial reporting for the three months ended September 30, 2025 and September 30, 2024, 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 adjusting for the tax effect of the equity-based stock compensation net windfall or shortfall which is recorded as a discrete item.

Results of Operations

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

The following is a summary of our financial performance for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following is a summary of our financial performance for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

• Sales increased $74.7 million to $524.1 million.

The increase in sales was due to higher average selling prices, primarily as a result of the pass-through of higher sulfur costs, partially offset by lower sales volume in Ecoservices.

The increase in sales primarily reflects higher average selling prices from the pass-through effect of higher sulfur costs, favorable contractual pricing for regeneration services and sales associated with the acquired Waggaman, Louisiana location, partially offset by lower regeneration services volume.

• Gross profit decreased $9.0 million to $111.4 million.

The decrease in gross profit was primarily due to lower sales volume and higher manufacturing costs, partially offset by higher average selling prices.

The decrease in gross profit was primarily due to lower regeneration services volume and higher manufacturing costs, partially offset by higher average selling prices.

Operating Income

• Operating income decreased by $24.9 million to $16.9 million.

• Operating income decreased by $19.6 million t o $43.1 million.

The decrease in operating income was due to a decrease in gross profit and higher other operating expense, net, partially offset by lower selling, general and administrative expenses.

Equity in Net Income of Affiliated Companies

• Equity in net income of affiliated companies for the six months ended June 30, 2025 was $10.8 million, compared to $3.5 million for the six months ended June 30, 2024.

The increase of $7.3 million was due to higher earnings from the Zeolyst Joint Ventur e during the six months ended June 30, 2025, driven by higher sales volume.

The following is our unaudited condensed consolidated statements of income and a summary of financial results for the six months ended June 30, 2025 and 2024:

Six months ended

June 30, Change

The following is our unaudited condensed consolidated statements of (loss) income and a summary of financial results for the nine months ended September 30, 2025 and 2024:

Nine months ended

September 30, Change

2025 2024 $ %

8 unchanged sentences

Operating income margin 8.2 % 13.9 %

Equity in net (income) from affiliated companies (10.8) (3.5) (7.3) 208.6 %

Interest expense, net 24.8 27.1 (2.3) (8.5) %

Debt modification and extinguishment costs 1.0 4.6 (3.6) (78.3) %

Other expense, net 0.7 0.6 0.1 16.7 %

Other (income) expense, net (0.3) 0.6 (0.9) (150.0) %

Income before income taxes 17.6 30.4 (12.8) (42.1) %

1 unchanged sentence

Effective tax rate 113.4 % 26.4 %

Net income $ 2.4 $ 9.5 $ (7.1) (74.7) %

Six months ended

June 30, Change

2025 2024 $ %

(in millions, except percentages)

Ecoservices $ 319.1 $ 295.6 $ 23.5 7.9 %

Advanced Materials & Catalysts 43.2 47.8 (4.6) (9.6) %

Total sales $ 362.3 $ 343.4 $ 18.9 5.5 %

Ecoservices :

Sales in Ecoservices for the six months ended June 30, 2025 were $319.1 million, an increase of $23.5 million, or 7.9%, compared to sales of $295.6 million for the six months ended June 30, 2024.

The increase in sales reflects higher average selling prices of $32.3 million, including the pass-through effect of higher sulfur costs of approximately $27 million, partially offset by lower sales volume of $8.8 million.

Average selling prices were higher primarily due to the pass-through effect of higher sulfur costs, favorable contract pricing for regeneration services and strong pricing in virgin sulfuric acid.

Sales volume of virgin sulfuric acid and regeneration services were lower for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, driven by unplanned and extended customer down-time and maintenance turnaround activity at our facilities, partially offset by the contribution of sales volume from the Waggaman location.

Advanced Materials & Catalysts:

Sales in Advanced Materials & Catalysts for the six months ended June 30, 2025 were $43.2 million, a decrease of $4.6 million, or 9.6%, compared to sales of $47.8 million for the six months ended June 30, 2024.

The change in sales was primarily due to the timing of niche custom catalysts sales and lower sales of advanced silicas used for the production of polyethylene compared to the six months ended June 30, 2024.

Gross profit for the six months ended June 30, 2025 was $75.3 million, a decrease of $17.6 million, or 18.9%, compared to $92.9 million for the six months ended June 30, 2024.

The decrease in gross profit was primarily driven by lower sales volume of $10.2 million and higher manufacturing costs of $12.7 million, exclusive of the approximately $27 million of higher sulfur costs, partially offset by higher average selling prices of $5.3 million, exclusive of the pass-through of higher sulfur costs.

Net (loss) income from continuing operations (2.4) 22.4 (24.8) (110.7) %

Net (loss) income from discontinued operations, net of tax (74.5) 1.4 (75.9) (5,421.4) %

Net (loss) income $ (76.9) $ 23.8 $ (100.7) (423.1) %

Sales for the nine months ended September 30, 2025 were $524.1 million, an increase of $74.7 million, or 16.6%, compared to sales of $449.4 million for the nine months ended September 30, 2024.

The increase in sales reflects higher average selling prices of $65.6 million, including the pass-through effect of higher sulfur costs of approximately $49 million, and higher sales volume of $9.1 million.

Average selling prices were higher primarily due to the pass-through effect of higher sulfur costs, favorable contract pricing for regeneration services.

Sales volume increase was a result of the contribution of sales volume from the Waggaman location, partially offset by lower regeneration services driven by unplanned and extended customer down-time and maintenance turnaround activity at our facilities.

Gross profit for the nine months ended September 30, 2025 was $111.4 million, a decrease of $9.0 million, or 7.5%, compared to $120.4 million for the nine months ended September 30, 2024.

The decrease in gross profit was primarily driven by higher manufacturing costs of $23.9 million, exclusive of the approximately $49 million of higher sulfur costs, and lower sales volume of $1.8 million, partially offset by higher average selling prices of $16.6 million, exclusive of the pass-through of sulfur costs.

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 general inflation, maintenance and transportation, along with additional fixed costs from the Waggaman location.

Higher manufacturing costs were driven by additional fixed costs from the Waggaman location, general inflation, maintenance and transportation.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six months ended June 30, 2025 were $44.0 million, a decrease of $0.3 million, as compared to $44.3 million for the six months ended June 30, 2024.

The decrease in selling, general and administrative expenses was mainly due to a decrease in stock compensation of $1.0 million and professional fees of $1.1 million, partially offset by an increase in other compensation-related expenses of $1.1 million and other expenses of $0.7 million.

Selling, general and administrative expenses for the nine months ended September 30, 2025 and 2024 were $49.8 million.

Other Operating Expense, Net

Other operating expense, net for the six months e nded June 30, 2025 was $14.4 million, an increase of $7.6 million, compared to $6.8 million for the six months ended June 30, 2024.

The increase in other operating expense, net was mainly driven by an increase in transaction costs of $4.3 million, restructuring costs of $0.8 million, and other costs of $2.7 million primarily related to legal and tax charges.

Equity in Net Income of Affiliated Companies

Equity in net income of affiliated companies for the six months ended June 30, 2025 was $10.8 million, an increase of $7.3 million compared to $3.5 million for the six months ended June 30, 2024.

The increase in earnings from the Zeolyst Joint Venture was driven by higher hydrocracking catalyst and specialty catalyst sales, partially offset by lower sales of catalysts used in emission control and customized catalyst applications during the six months ended June 30, 2025 compared to the prior year.

Other operating expense, net for the nine months e nded September 30, 2025 was $18.5 million, an increase of $10.6 million, compared to $7.9 million for the nine months ended September 30, 2024.

The increase in other operating expense, net was mainly driven by an increase in loss on disposal of assets of $3.2 million, transaction and integration costs associated with the Waggaman location of $4.1 million, and other costs of $3.3 million primarily related to restructuring and tax charges.

Interest Expense, Net

Interest expense, net for the six months ended June 30, 2025 was $22.1 million, a decrease of $4.2 million, as compared to $26.3 million for the six months ended June 30, 2024.

The decrease in interest expense, net was primarily due to the year over year decrease in variable rates in part due to the reduction in our spread associated with the 2025 Term Loan refinancing transactions and lower outstanding debt during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, partially offset by lower benefit from our interest rate caps.

Interest expense, net for the nine months ended September 30, 2025 was $24.8 million, a decrease of $2.3 million, as compared to $27.1 million for the nine months ended September 30, 2024.

The decrease in interest expense, net was primarily due to the year over year decrease in variable rates in part due to the reduction in our spread associated with the 2025 Term Loan refinancing transactions and lower outstanding debt during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, partially offset by lower benefit from our interest rate caps.

Debt Modification and Extinguishment Costs

Debt modification and extinguishment costs for the six months ended June 30, 2025 were $1.0 million, a decrease of $3.6 million, as compared to $4.6 million for the six months ended June 30, 2024 .

Debt modification and extinguishment costs for the nine months ended September 30, 2025 were $1.0 million, a decrease of $3.6 million, as compared to $4.6 million for the nine months ended September 30, 2024 .

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 condensed consolidated statements of income during the six months ended June 30, 2025.

As a result, we recorded $1.0 million of third-party financing fees within debt modification and extinguishment costs in the condensed consolidated statements of (loss) income during the nine months ended September 30, 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.

Other Expense, Net

Other expense, net for the six months ended June 30, 2025 was $0.7 million, an increase of $0.1 million, as compared to $0.6 million for the six months ended June 30, 2024 .

As a result, we recorded $4.5 million of third-party financing fees within debt modification and extinguishment costs in the condensed consolidated statements of (loss) income during the nine months ended September 30, 2024 .

Other (Income) Expense, Net

Other income, net for the nine months ended September 30, 2025 was $0.3 million, a change of $0.9 million, as compared to $0.6 million of other expense for the nine months ended September 30, 2024 .

Provision For Income Taxes

The provision for income taxes for the six months ended June 30, 2025 was $1.5 million, compared to a $4.3 million provision for income taxes for the six months ended June 30, 2024.

The effective income tax rate for the six months ended June 30, 2025 was 38.8%, compared to 30.9% for the six months ended June 30, 2024.

The Company’s effective income tax rate for the six months ended June 30, 2025 and 2024, respectively, fluctuated primarily due to the increased tax impact related to a stock compensation shortfall, state tax law changes, and state tax refunds associated with prior tax years.

The provision for income taxes for the nine months ended September 30, 2025 was $20.0 million, compared to $8.0 million for the nine months ended September 30, 2024.

The effective income tax rate for the nine months ended September 30, 2025 was 113.4%, compared to 26.4% for the nine months ended September 30, 2024.

The Company’s effective income tax rate for the nine months ended September 30, 2025 and 2024, respectively, fluctuated primarily due to an increased discrete tax impact relative to pre-tax book income.

The discrete tax items relate to a stock compensation shortfall, intraperiod allocation revaluation of deferred tax assets and liabilities including valuation allowances as a result of the Advanced Materials & Catalysts divestiture, tax expense associated with the recording of accrued penalties and interest on historical uncertain tax positions, and a tax benefit related to state tax refunds associated with prior tax years.

The total tax expense for the nine months ended September 30, 2025 includes a $15.6 million discrete tax expense connected to intraperiod allocation associated with the revaluation of deferred tax assets and liabilities, a valuation allowance against the Company’s Kansas Investment Tax Credits, and an increase in valuation allowance against a portion of the Company’s state net operating losses.

In accordance with intraperiod allocation rules, this discrete tax expense is reflected in the tax provision for continuing operations.

The difference between the U.S.

federal statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2025 was mainly due to state and local taxes, shortfall tax expense related to stock compensation, state and local tax law changes, and a tax benefit related to state tax refunds associated with prior tax years.

For the foregoing reasons, net income was $2.4 million for the six months ended June 30, 2025, compared to $9.5 million for the six months ended June 30, 2024.

federal statutory income tax rate and the Company’s effective income tax rate for the nine months ended September 30, 2025 was mainly due to state and local taxes, shortfall tax expense related to stock compensation, tax benefit related to state tax refunds associated with prior tax years, discrete tax expense related to intraperiod allocation associated with the revaluation of deferred tax assets and liabilities, a valuation allowance against the Company’s Kansas Investment Tax Credits, and a valuation allowance against a portion of the Company’s state net operating losses.

Net (Loss) Income From Continuing Operations

For the foregoing reasons, net loss from continuing operations was $2.4 million for the nine months ended September 30, 2025, compared to net income from continuing operations of $22.4 million for the nine months ended September 30, 2024.

Adjusted EBITDA

Summarized Adjusted EBITDA information is shown below in the following table:

Six months ended

June 30, Change

Nine months ended

September 30, Change

2025 2024 $ %

2 unchanged sentences

Ecoservices $ 141.9 $ 146.3 $ (4.4) (3.0) %

Advanced Materials & Catalysts (2)

31.2 25.8 5.4 20.9 %

Unallocated corporate expenses (21.2) (21.4) 0.2 0.9 %

2 unchanged sentences

Our management evaluates the performance of our segments and allocates resources based primarily 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.

(2) The Adjusted EBITDA for the Advanced Materials & Catalysts segment includes our 50% portion of the Adjusted EBITDA from the Zeolyst Joint Venture.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $18.4 million for the six months ended June 30, 2025, which includes $10.8 million of equity in net income, excluding $1.2 million of amortization of investment in affiliate step-up plus $6.3 million of joint venture depreciation, amortization and interest.

The Adjusted EBITDA from the Zeolyst Joint Venture included in the Advanced Materials & Catalysts segment was $12.5 million for the six months ended June 30, 2024, which includes $3.5 million of equity in net income, excluding $2.5 million of amortization of investment in affiliate step-up plus $6.5 million of joint venture depreciation, amortization and interest.

Adjusted EBITDA for the six months ended June 30, 2025 was $78.3 million, a decrease of $12.9 million, or 14.1%, compared to $91.2 million for the six months ended June 30, 2024.

The decrease in Adjusted EBITDA was driven by lower volumes in both regeneration services and virgin sulfuric acid, driven by unplanned and extended customer down-time and maintenance turnaround activity at our facilities and higher manufacturing costs driven by general inflation, maintenance and transportation, partially offset by favorable contractual pricing in regeneration services and strong pricing in virgin sulfuric acid.

Advanced Materials & Catalysts:

Adjusted EBITDA for the six months ended June 30, 2025 was $31.2 million, an increase of $5.4 million or 20.9%, compared to $25.8 million for the six mo nths ended June 30, 2024 .

The increase in Adjusted EBITDA was primarily a result of higher sales volume within the Zeolyst Joint Venture driven by higher hydrocracking catalyst and specialty catalyst sales, partially offset by lower sales of catalysts used in emission control and customized catalyst applications.

A reconciliation of net income to Adjusted EBITDA is as follows:

Six months ended

Adjusted EBITDA for the nine months ended September 30, 2025 was $141.9 million, a decrease of $4.4 million, or 3.0%, compared to $146.3 million for the nine months ended September 30, 2024.

The decrease in Adjusted EBITDA was driven by lower volumes in regeneration services driven by unplanned and extended customer down-time and maintenance turnaround activity at our facilities and higher manufacturing costs driven by general inflation, maintenance and transportation, partially offset by favorable contractual pricing in regeneration services.

A reconciliation of net (loss) income from continuing operations to Adjusted EBITDA is as follows:

Nine months ended

September 30,

(in millions)

Reconciliation of net income to Adjusted EBITDA

Net income $ 2.4 $ 9.5

Reconciliation of net (loss) income from continuing operations to Adjusted EBITDA

Net (loss) income from continuing operations $ (2.4) $ 22.4

Provision for income taxes 20.0 8.0

2 unchanged sentences

EBITDA 100.4 110.0

Joint venture depreciation, amortization and interest (a)

Amortization of investment in affiliate step-up (b)

Debt modification and extinguishment costs 1.0 4.6

Net loss on asset disposals (c)

Foreign currency exchange loss (d)

LIFO benefit (e)

Transaction and other related costs (f)

Net loss on asset disposals (a)

Transaction and other related costs (b)

Equity-based compensation 7.6 8.3

Restructuring, integration and business optimization expenses (g)

Restructuring, integration and business optimization expenses (c)

Adjusted EBITDA $ 120.7 $ 124.9

(a) We use Adjusted EBITDA as a performance measure to evaluate our financial results.

Because our Advanced Materials & Catalysts segment reflects our 50% portion of the earnings from the Zeolyst Joint Venture, we include an adjustment for our 50% proportionate share of depreciation, amortization and interest expense of the Zeolyst Joint Venture.