MATERION Corp 10-Q

Item 1. Financial Statements Materion Corporation and Subsidiaries Consolidated Statements of Income (Unaudited) Second Quarter Ended Six Months Ended (Thousands, except per share amounts) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Net sales $ 425,866 $ 398,551 $ 811,153 $ 841,076 Cost of sales 345,007 309,496 659,082 660,685 Gross margin 80,859 89,055 152,071 180,391 Selling, general, and administrative expense 33,601 38,911 69,445 79,247 Research and development expense 7,702 7,154 14,844 14,776 Restructuring expense (income) 3,048 1,454 4,668 2,118 Other—net 4,446 6,192 8,803 11,966 Operating profit 32,062 35,344 54,311 72,284 Other non-operating income—net ( 640 ) ( 726 ) ( 1,283 ) ( 1,456 ) Interest expense—net 8,802 7,641 17,081 15,142 Income before income taxes 23,900 28,429 38,513 58,598 Income tax expense 4,864 4,347 6,068 8,928 Net income $ 19,036 $ 24,082 $ 32,445 $ 49,670 Basic earnings per share: Net income per share of common stock $ 0.92 $ 1.17 $ 1.57 $ 2.41 Diluted earnings per share: Net income per share of common stock $ 0.91 $ 1.15 $ 1.55 $ 2.38 Weighted-average number of shares of common stock outstanding: Basic 20,741 20,625 20,710 20,596 Diluted 20,914 20,896 20,937 20,892 See notes to these consolidated financial statements. 2 Materion Corporation and Subsidiaries Consolidated Statements of Comprehensive Income (Unaudited) Second Quarter Ended Six Months Ended June 28, June 30, June 28, June 30, (Thousands) 2024 2023 2024 2023 Net income $ 19,036 $ 24,082 $ 32,445 $ 49,670 Other comprehensive income (loss): Foreign currency translation adjustment ( 1,089 ) ( 743 ) ( 5,549 ) 1,946 Derivative and hedging activity, net of tax ( 414 ) 3,180 1,846 841 Pension and post-employment benefit adjustment, net of tax ( 63 ) ( 254 ) ( 236 ) ( 321 ) Other comprehensive income (loss) ( 1,566 ) 2,183 ( 3,939 ) 2,466 Comprehensive income $ 17,470 $ 26,265 $ 28,506 $ 52,136 See notes to these consolidated financial statements. 3 Materion Corporation and Subsidiaries Consolidated Balance Sheets (Unaudited) June 28, Dec. 31, (Thousands) 2024 2023 Assets Current assets Cash and cash equivalents $ 17,098 $ 13,294 Accounts receivable, net 185,244 192,747 Inventories, net 462,963 441,597 Prepaid and other current assets 73,811 61,744 Total current assets 739,116 709,382 Deferred income taxes 4,782 4,908 Property, plant, and equipment 1,321,083 1,281,622 Less allowances for depreciation, depletion, and amortization ( 793,008 ) ( 766,939 ) Property, plant, and equipment, net 528,075 514,683 Operating lease, right-of-use assets 60,217 57,645 Intangible assets, net 126,015 133,571 Other assets 25,922 21,664 Goodwill 319,752 320,873 Total Assets $ 1,803,879 $ 1,762,726 Liabilities and Shareholders’ Equity Current liabilities Short-term debt $ 38,765 $ 38,597 Accounts payable 117,269 125,663 Salaries and wages 13,487 25,912 Other liabilities and accrued items 40,571 45,773 Income taxes 1,533 5,207 Unearned revenue 15,857 13,843 Total current liabilities 227,482 254,995 Other long-term liabilities 12,486 13,300 Operating lease liabilities 58,124 53,817 Finance lease liabilities 13,005 13,744 Retirement and post-employment benefits 25,226 26,334 Unearned income 89,418 103,983 Long-term income taxes 3,696 3,815 Deferred income taxes 21,367 20,109 Long-term debt 445,990 387,576 Shareholders’ equity Serial preferred stock (no par value; 5,000 authorized shares, none issued) — — Common stock (no par value; 60,000 authorized shares, issued shares of 27,148 at both June 28 th and December 31 st ) 328,836 309,492 Retained earnings 881,284 854,334 Common stock in treasury ( 258,583 ) ( 237,746 ) Accumulated other comprehensive loss ( 50,887 ) ( 46,948 ) Other equity 6,435 5,921 Total shareholders' equity 907,085 885,053 Total Liabilities and Shareholders’ Equity $ 1,803,879 $ 1,762,726 See the notes to these consolidated financial statements. 4 Materion Corporation and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 28, June 30, (Thousands) 2024 2023 Cash flows from operating activities: Net income $ 32,445 $ 49,670 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 32,698 31,444 Amortization of deferred financing costs in interest expense 857 855 Stock-based compensation expense (non-cash) 5,334 5,042 Deferred income tax expense (benefit) 926 ( 166 ) Changes in assets and liabilities: Accounts receivable 5,274 26,886 Inventory ( 24,312 ) ( 36,451 ) Prepaid and other current assets ( 12,494 ) 1,210 Accounts payable and accrued expenses ( 20,863 ) ( 10,583 ) Unearned revenue ( 10,340 ) ( 9,222 ) Interest and taxes payable ( 3,906 ) ( 1,441 ) Unearned income due to customer prepayments — 15,061 Other-net 858 ( 1,783 ) Net cash provided by operating activities 6,477 70,522 Cash flows from investing activities: Payments for purchase of property, plant, and equipment ( 38,412 ) ( 59,469 ) Payments for mine development ( 10,375 ) ( 3,617 ) Proceeds from sale of property, plant, and equipment 527 409 Net cash used in investing activities ( 48,260 ) ( 62,677 ) Cash flows from financing activities: Proceeds from borrowings under credit facilities, net 73,649 15,151 Repayment of long-term debt ( 15,172 ) ( 7,743 ) Principal payments under finance lease obligations ( 382 ) ( 1,117 ) Cash dividends paid ( 5,493 ) ( 5,254 ) Payments of withholding taxes for stock-based compensation awards ( 6,402 ) ( 4,872 ) Net cash provided by/(used in) financing activities 46,200 ( 3,835 ) Effects of exchange rate changes ( 613 ) ( 537 ) Net change in cash and cash equivalents 3,804 3,473 Cash and cash equivalents at beginning of period 13,294 13,101 Cash and cash equivalents at end of period $ 17,098 $ 16,574 See notes to these consolidated financial statements. 5 Materion Corporation and Subsidiaries Consolidated Statements of Shareholders' Equity (Unaudited) Common Shares Shareholders' Equity (Thousands, except per share amounts) Common Shares Common Shares Held in Treasury Common Stock Retained Earnings Common Stock in Treasury Accumulated Other Comprehensive Loss Other Equity Total Balance at March 29, 2024 20,731 6,417 $ 324,492 $ 865,038 $ ( 256,268 ) $ ( 49,321 ) $ 5,982 $ 889,923 Net income — — — 19,036 — — — 19,036 Other comprehensive income — — — — — ( 1,566 ) — ( 1,566 ) Cash dividends declared ($ 0.135 per share) — — — ( 2,801 ) — — — ( 2,801 ) Stock-based compensation activity 19 ( 19 ) 4,315 11 ( 1,487 ) — — 2,839 Payments of withholding taxes for stock-based compensation awards ( 4 ) 4 — — ( 389 ) — — ( 389 ) Directors’ deferred compensation 1 ( 1 ) 29 — ( 439 ) — 453 43 Balance at June 28, 2024 20,747 6,401 $ 328,836 $ 881,284 $ ( 258,583 ) $ ( 50,887 ) $ 6,435 $ 907,085 Balance at March 31, 2023 20,609 6,539 $ 297,802 $ 792,421 $ ( 231,906 ) $ ( 41,626 ) $ 5,303 $ 821,994 Net income — — — 24,082 — — — 24,082 Other comprehensive income — — — — — 2,183 — 2,183 Cash dividends declared ($ 0.130 per share) — — — ( 2,683 ) — — — ( 2,683 ) Stock-based compensation activity 40 ( 40 ) 5,567 ( 27 ) ( 2,748 ) — — 2,792 Payments of withholding taxes for stock-based compensation awards ( 12 ) 12 — — ( 1,258 ) — — ( 1,258 ) Directors’ deferred compensation — — 21 — ( 511 ) — 503 13 Balance at June 30, 2023 20,637 6,511 $ 303,390 $ 813,793 $ ( 236,423 ) $ ( 39,443 ) $ 5,806 $ 847,123 6 Common Shares Shareholders' Equity (Thousands, except per share amounts) Common Shares Common Shares Held in Treasury Common Stock Retained Earnings Common Stock in Treasury Accumulated Other Comprehensive Loss Other Equity Total Balance at December 31, 2023 20,646 6,502 $ 309,492 $ 854,334 $ ( 237,746 ) $ ( 46,948 ) $ 5,921 $ 885,053 Net income — — — 32,445 — — 32,445 Other comprehensive loss — — — — — ( 3,939 ) — ( 3,939 ) Cash dividends declared ($ 0.265 per share) — — ( 5,493 ) — — — ( 5,493 ) Stock-based compensation activity 149 ( 149 ) 19,284 ( 2 ) ( 13,948 ) — — 5,334 Payments of withholding taxes for stock-based compensation awards ( 49 ) 49 — — ( 6,402 ) — — ( 6,402 ) Directors’ deferred compensation 1 ( 1 ) 60 — ( 487 ) — 514 87 Balance at June 28, 2024 20,747 6,401 $ 328,836 $ 881,284 $ ( 258,583 ) $ ( 50,887 ) $ 6,435 $ 907,085 Balance at December 31, 2022 20,543 6,605 $ 288,100 $ 769,418 $ ( 220,864 ) $ ( 41,909 ) $ 5,245 $ 799,990 Net income — — — 49,670 — — — 49,670 Other comprehensive loss — — — — — 2,466 — 2,466 Cash dividends declared ($ 0.255 per share) — — — ( 5,254 ) — — — ( 5,254 ) Stock-based compensation activity 138 ( 138 ) 15,242 ( 41 ) ( 10,159 ) — — 5,042 Payments of withholding taxes for stock-based compensation awards ( 45 ) 45 — — ( 4,872 ) — — ( 4,872 ) Directors’ deferred compensation 1 ( 1 ) 48 — ( 528 ) — 561 81 Balance at June 30, 2023 20,637 6,511 $ 303,390 $ 813,793 $ ( 236,423 ) $ ( 39,443 ) $ 5,806 $ 847,123 See notes to these consolidated financial statements. 7 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Note A — Accounting Policies Basis of Presentation: The accompanying consolidated financial statements of Materion Corporation and its subsidiaries (referred to herein as the Company, our, we, or us) contain all of the adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods reported. All adjustments were of a normal and recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's 2023 Annual Report on Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year. Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications had no effect on the reported results of operations, cash flows or financial position. Specifically, the net sales related to the previously disclosed precision clad strip project have been reclassified from the other end market to the consumer electronics end market within Note B. Recently Issued Accounting Standards: In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07 “Improvements to Reportable Segment Disclosures (Topic 280)”. This ASU updates current reportable segment disclosure requirements to require disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. This ASU will be effective for the annual period ending December 31, 2024. Adoption of this ASU will result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09 “Improvements to Income Tax Disclosures (Topic 740)”. This ASU updates current income tax disclosure requirements to require disclosures of specific categories of information within the effective tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. This ASU will be effective for the annual period ending December 31, 2025. Adoption of this ASU will result in additional disclosure, but it will not impact the Company’s consolidated financial position, results of operations or cash flows. Note B — Segment Reporting The Company has the following reportable segments: Performance Materials, Electronic Materials, Precision Optics, and Other. The Company’s reportable segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Executive Officer, the Company's chief operating decision maker, in determining how to allocate the Company’s resources and evaluate performance. Performance Materials provides advanced engineered solutions comprised of beryllium and non-beryllium containing alloy systems and custom engineered parts in strip, bulk, rod, plate, bar, tube, and other customized shapes. Electronic Materials produces advanced chemicals, microelectric packaging, precious metal, non-precious metal, and specialty metal products, including vapor deposition targets, frame lid assemblies, clad and precious metal preforms, high temperature and braze materials. Precision Optics produces thin film coatings, optical filter materials, sputter-coated, and precision-converted thin film materials. The Other reportable segment includes unallocated corporate costs and assets. The primary measurement used by management to measure the financial performance of each segment is earnings before interest, taxes, depreciation and amortization (EBITDA). The below table presents financial information for each segment 8 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) and a reconciliation of EBITDA to Net Income (the most directly comparable GAAP financial measure) for the second quarter and first six months of 2024 and 2023: (Thousands) Second Quarter 2024 Second Quarter 2023 First Six Months Ended 2024 First Six Months Ended 2023 Net sales: Performance Materials (1) $ 187,513 $ 182,771 $ 356,158 $ 369,785 Electronic Materials (1) 212,687 190,730 404,658 419,549 Precision Optics 25,666 25,050 50,337 51,742 Other — — — — Net sales 425,866 398,551 811,153 841,076 Segment EBITDA: Performance Materials $ 40,415 $ 44,925 $ 71,091 $ 87,695 Electronic Materials 13,456 13,394 27,809 27,349 Precision Optics 1,589 1,701 1,336 4,393 Other ( 6,245 ) ( 7,598 ) ( 11,944 ) ( 14,253 ) Total Segment EBITDA 49,215 52,422 88,292 105,184 Income tax expense 4,864 4,347 6,068 8,928 Interest expense - net 8,802 7,641 17,081 15,142 Depreciation, depletion and amortization 16,513 16,352 32,698 31,444 Net income $ 19,036 $ 24,082 $ 32,445 $ 49,670 (1) Excludes inter-segment sales of $ 1.7 million and $ 1.0 million for the second quarter of 2024 and 2023, respectively, and $ 3.2 million and $ 4.1 million for the first six months of 2024 and 2023, respectively, for Electronic Materials. There were no material inter-segment sales for Performance Materials in 2024 or 2023. Inter-segment sales are eliminated in consolidation. The following table disaggregates revenue for each segment by end market for the second quarter and first six months of 2024 and 2023: 9 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) (Thousands) Performance Materials Electronic Materials Precision Optics Other Total Second Quarter 2024 End Market Semiconductor $ 1,300 $ 178,099 $ 754 $ — $ 180,153 Industrial 31,136 8,617 6,320 — 46,073 Aerospace and defense 42,500 1,677 5,979 — 50,156 Consumer electronics 64,367 27 4,150 — 68,544 Automotive 18,177 2,411 1,491 — 22,079 Energy 9,055 15,724 — — 24,779 Telecom and data center 8,202 32 — — 8,234 Other 12,776 6,100 6,972 — 25,848 Total $ 187,513 $ 212,687 $ 25,666 $ — $ 425,866 Second Quarter 2023 End Market Semiconductor $ 4,411 $ 155,356 $ 745 $ — $ 160,512 Industrial 39,615 4,175 6,713 — 50,503 Aerospace and defense 31,438 1,491 5,998 — 38,927 Consumer electronics 48,763 195 3,566 — 52,524 Automotive 21,813 1,718 1,876 — 25,407 Energy 12,117 21,810 — — 33,927 Telecom and data center 17,413 45 — — 17,458 Other 7,201 5,940 6,152 — 19,293 Total $ 182,771 $ 190,730 $ 25,050 $ — $ 398,551 10 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) (Thousands) Performance Materials Electronic Materials Precision Optics Other Total First Six Months 2024 End Market Semiconductor $ 3,962 $ 334,522 $ 1,079 $ — $ 339,563 Industrial 58,272 18,114 13,144 — 89,530 Aerospace and defense 84,071 3,286 11,854 — 99,211 Consumer electronics 119,599 137 7,266 — 127,002 Automotive 36,067 3,643 3,679 — 43,389 Energy 17,372 32,670 — — 50,042 Telecom and data center 20,984 56 — — 21,040 Other 15,831 12,230 13,315 41,376 Total $ 356,158 $ 404,658 $ 50,337 $ — $ 811,153 First Six Months 2023 End Market Semiconductor $ 7,001 $ 335,972 $ 1,656 $ — $ 344,629 Industrial 79,390 17,144 15,445 — 111,979 Aerospace and defense 61,796 3,568 10,647 — 76,011 Consumer electronics 104,473 382 6,822 — 111,677 Automotive 47,306 3,219 4,484 — 55,009 Energy 25,584 46,761 — — 72,345 Telecom and data center 33,538 58 — — 33,596 Other 10,697 12,445 12,688 — 35,830 Total $ 369,785 $ 419,549 $ 51,742 $ — $ 841,076 Note C — Revenue Recognition Net sales consist primarily of revenue from the sale of precious and non-precious specialty metals, beryllium and copper-based alloys, beryllium composites, and other products into numerous end markets. The Company requires an agreement with a customer that creates enforceable rights and performance obligations. The Company generally recognizes revenue in an amount that reflects the consideration to which it expects to be entitled upon satisfaction of a performance obligation by transferring control over a product to the customer. Control over a product is generally transferred to the customer when the Company has a present right to payment, the customer has legal title, the customer has physical possession, the customer has the significant risks and rewards of ownership, and/or the customer has accepted the product. Transaction Price Allocated to Future Performance Obligations: Accounting Standards Codification 606, Revenue from Contracts with Customers, requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied at June 28, 2024. Remaining performance obligations include non-cancelable purchase orders and customer contracts. The guidance provides certain practical expedients that limit this requirement. As such, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. After considering the practical expedient at June 28, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 46.0 million. 11 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Contract Balances : The timing of revenue recognition, billings, and cash collections resulted in the following contract assets and contract liabilities: (Thousands) June 28, 2024 December 31, 2023 $ change % change Accounts receivable, trade $ 186,071 $ 193,345 $ ( 7,274 ) ( 4 ) % Unbilled receivables 30,770 29,524 1,246 4 % Unearned revenue 15,857 13,843 2,014 15 % Accounts receivable, trade represents payments due from customers relating to the transfer of the Company’s products and services. The Company believes that its receivables are collectible and appropriate allowances for doubtful accounts have been recorded. Impairment losses (bad debt) incurred related to our receivables were immaterial during the second quarter of 2024. Unbilled receivables represent expenditures on contracts, plus applicable profit margin, not yet billed. Unbilled receivables are generally billed and collected within one year. Billings made on contracts are recorded as a reduction of unbilled receivables. Unearned revenue is recorded for consideration received from customers in advance of satisfaction of the related performance obligations. The Company recognized approximately $ 13.1 million of the December 31, 2023 unearned amounts as revenue during the first six months of 2024. As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component because the period between the transfer of a product or service to a customer and when the customer pays for that product or service will be one year or less. The Company does not include extended payment terms in its contracts with customers. Note D — Other-net Other-net for the second quarter and first six months of 2024 and 2023 is summarized as follows: Second Quarter Ended Six Months Ended June 28, June 30, June 28, June 30, (Thousands) 2024 2023 2024 2023 Amortization of intangible assets $ 3,163 $ 3,130 $ 6,010 $ 6,250 Metal consignment fees 1,895 2,797 3,918 5,726 Foreign currency (gain) loss 101 170 534 ( 38 ) Other items ( 713 ) 95 ( 1,659 ) 28 Total $ 4,446 $ 6,192 $ 8,803 $ 11,966 Note E — Restructuring The Company implemented various restructuring initiatives across the Performance Materials, Electronic Materials, Precision Optics and Other segments to improve operational efficiency during the three and six months ended June 28, 2024 and across the Performance Materials, Electronic Materials and Precision Optics segments for the three and six months ended June 30, 2023. This resulted in severance and related costs of approximately $ 3.0 million and $ 4.7 million during the three months and six months ended June 28, 2024, respectively, and $ 1.5 million and $ 2.1 million during the three months and six months ended June 30, 2023, respectively. Of the $ 4.7 million incurred in 2024, approximately $ 3.6 million of those severance costs were paid as of June 28, 2024. 12 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Note F — Income Taxes The Company's effective tax rate for the second quarter of 2024 and 2023 was 20.4 % and 15.3 %, respectively, and 15.8 % and 15.2 % in the first six months of 2024 and 2023, respectively. The effective tax rate for 2024 is lower than the statutory tax rate primarily due to the impact of percentage depletion and the foreign derived intangible income deduction. The effective tax rate for 2023 was lower than the statutory tax rate primarily due to the impact of percentage depletion, research and development and production tax credits, and the foreign derived intangible income deduction. The effective tax rate for the first six months of 2024 includes a net discrete income tax benefit of $ 0.2 million, primarily consisting of $ 1.0 million of excess tax benefits from stock-based compensation awards offset by a $ 1.1 million valuation allowance recorded against deferred tax assets that are not likely to be realized for one of the Company’s foreign subsidiaries. The effective tax rate for the first six months of 2023 included a net discrete income tax benefit of $ 1.0 million, primarily related to excess tax benefits from stock-based compensation awards. Government Tax Credits Pursuant to The Inflation Reduction Act of 2022 (IRA), the Company is eligible for the Advanced Manufacturing Production Credit (production credit) beginning in 2023. The production credit provides an annual cash benefit for a portion of the production costs for the sale of certain critical minerals produced in the U.S. and sold during the year. On December 15, 2023, the U.S. Treasury Department published proposed regulations on the production credit that include clarifying guidance regarding the definition of production costs in the computation of the production credit. Although the proposed guidance is not authoritative and is subject to change in the regulatory review process, the guidance indicates that the Treasury Department may implement a narrower definition of eligible production costs in the final regulations. The ultimate amount of the benefit that the Company is entitled to receive in connection with the production credit will depend on the final regulations issued on the production credit. The Company records the production credit as a reduction in cost of goods sold as the applicable items are produced and sold. U.S. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. Our accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance , under IFRS Accounting Standards. We recognize the benefit of the production credits by applying IAS 20 in pretax income on a systematic basis in line with its recognition of the expenses that the grant is intended to compensate. Pillar Two The Organization for Economic Co-operation and Development (OECD) introduced rules to establish a global minimum corporate tax, commonly referred to as Pillar Two. Numerous foreign countries have enacted legislation to implement the Pillar Two rules, effective beginning in 2024, or are expected to enact similar legislation. The Company continues to evaluate the Pillar Two rules but does not expect Pillar Two to have a significant impact on its effective tax rate or consolidated results of operations, financial position, and cash flows. 13 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Note G — Earnings Per Share (EPS) The following table sets forth the computation of basic and diluted EPS: Second Quarter Ended Six Months Ended June 28, June 30, June 28, June 30, (Thousands, except per share amounts) 2024 2023 2024 2023 Numerator for basic and diluted EPS: Net income $ 19,036 $ 24,082 $ 32,445 $ 49,670 Denominator: Denominator for basic EPS Weighted-average shares outstanding 20,741 20,625 20,710 20,596 Effect of dilutive securities: Stock appreciation rights 78 91 86 93 Restricted stock units 43 77 68 91 Performance-based restricted stock units 52 103 73 112 Diluted potential common shares 173 271 227 296 Denominator for diluted EPS: Adjusted weighted-average shares outstanding 20,914 20,896 20,937 20,892 Basic EPS $ 0.92 $ 1.17 $ 1.57 $ 2.41 Diluted EPS $ 0.91 $ 1.15 $ 1.55 $ 2.38 Adjusted weighted-average shares outstanding - diluted exclude securities totaling 137,252 and 47,084 for the quarters ended June 28, 2024 and June 30, 2023, respectively, and totaling 95,392 and 69,716 for the six months ended June 28, 2024 and June 30, 2023, respectively. These securities are primarily related to restricted stock units (RSUs) and stock appreciation rights (SARs) with fair market values and exercise prices greater than the average market price of the Company's common stock and were excluded from the dilution calculation as the effect would have been anti-dilutive. Note H — Inventories Inventories on the Consolidated Balance Sheets are summarized as follows: June 28, December 31, (Thousands) 2024 2023 Raw materials and supplies $ 137,806 $ 117,693 Work in process 257,248 268,717 Finished goods 67,909 55,187 Inventories, net $ 462,963 $ 441,597 The Company maintains the majority of the precious metals and copper used in production on a consignment basis in order to reduce its exposure to metal market price movements and to reduce its working capital investment. The notional value of off-balance sheet precious metals and copper was $ 384.5 million and $ 351.5 million as of June 28, 2024 and December 31, 2023, respectively. 14 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Note I — Customer Prepayments In 2020, the Company entered into an investment agreement and a master supply agreement with a customer to procure equipment to manufacture product for the customer. The customer provided prepayments to the Company to fund the necessary infrastructure improvements and procure the equipment necessary to supply the customer with the desired product. The Company owns, operates and maintains the equipment that is being used to manufacture product for the customer. Revenue will be recognized as the Company fulfills purchase orders and ships the commercial product to the customer, as product delivery is considered the satisfaction of the performance obligation. Additionally, during the second quarter of 2022, the Company entered into an amendment to the investment agreement with the same customer to procure additional equipment to manufacture product for the customer. In 2023, the Company received the remaining prepayments related to this amendment, the total of which approximated $ 38.6 million. As of June 28, 2024 and December 31, 2023, $ 72.4 million and $ 84.7 million, respectively, of prepayments are classified as Unearned income on the Consolidated Balance Sheets. The prepayments will remain in Unearned income until commercial purchase orders are received for product serviced out of the equipment, at which time a portion of the purchase order value related to prepayments will be reclassified to Unearned revenue. As of June 28, 2024, $ 5.7 million of the prepayments are classified as Unearned revenue. Note J — Pensions and Other Post-employment Benefits The following is a summary of the net periodic benefit cost for the second quarter and first six months ended June 28, 2024 and June 30, 2023, respectively, for the pension plans as shown below. The Pension Benefits column aggregates defined benefit pension plans in the U.S., Germany, Liechtenstein, England, and the U.S. supplemental retirement plans. The Other Benefits column includes the domestic retiree medical and life insurance plan. Pension Benefits Other Benefits Second Quarter Ended Second Quarter Ended June 28, June 30, June 28, June 30, (Thousands) 2024 2023 2024 2023 Components of net periodic benefit (credit) cost Service cost $ 266 $ 211 $ 12 $ 13 Interest cost 1,905 1,970 58 68 Expected return on plan assets ( 2,529 ) ( 2,422 ) — — Amortization of prior service (benefit) cost ( 21 ) ( 21 ) — ( 139 ) Amortization of net loss (gain) 32 ( 75 ) ( 87 ) ( 95 ) Net periodic benefit (credit) cost $ ( 347 ) $ ( 337 ) $ ( 17 ) $ ( 153 ) Pension Benefits Other Benefits Six Months Ended Six Months Ended June 28, June 30, June 28, June 30, (Thousands) 2024 2023 2024 2023 Components of net periodic benefit (credit) cost Service cost $ 534 $ 433 $ 25 $ 25 Interest cost 3,812 3,943 117 136 Expected return on plan assets ( 5,059 ) ( 4,861 ) — — Amortization of prior service (benefit) cost ( 42 ) ( 44 ) — ( 278 ) Amortization of net loss (gain) 64 ( 156 ) ( 174 ) ( 190 ) Net periodic benefit (credit) cost $ ( 691 ) $ ( 685 ) $ ( 32 ) $ ( 307 ) 15 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) The Company did no t make any contributions to its domestic defined benefit plan in the second quarter or first six months of 2024 or 2023. The Company reports the service cost component of net periodic benefit cost in the same line item as other compensation costs in operating expenses and the non-service cost components of net periodic benefit cost in Other non-operating (income) expense. Note K — Accumulated Other Comprehensive Income (Loss) Changes in the components of accumulated other comprehensive income, including the amounts reclassified, for the second quarter and first six months of 2024 and 2023 are as follows: Gains and Losses on Cash Flow Hedges (Thousands) Foreign Currency Interest Rate Precious Metals Total Pension and Post-Employment Benefits Foreign Currency Translation Total Balance at March 29, 2024 $ 1,713 $ 6,141 $ ( 336 ) $ 7,518 $ ( 48,831 ) $ ( 8,008 ) $ ( 49,321 ) Other comprehensive income (loss) before reclassifications 207 739 ( 227 ) 719 — ( 1,089 ) ( 370 ) Amounts reclassified from accumulated other comprehensive income (loss) ( 200 ) ( 1,300 ) 243 ( 1,257 ) ( 78 ) — ( 1,335 ) Net current period other comprehensive (loss) income before tax 7 ( 561 ) 16 ( 538 ) ( 78 ) ( 1,089 ) ( 1,705 ) Deferred taxes 2 ( 129 ) 3 ( 124 ) ( 15 ) — ( 139 ) Net current period other comprehensive (loss) income after tax 5 ( 432 ) 13 ( 414 ) ( 63 ) ( 1,089 ) ( 1,566 ) Balance at June 28, 2024 $ 1,718 $ 5,709 $ ( 323 ) $ 7,104 $ ( 48,894 ) $ ( 9,097 ) $ ( 50,887 ) Balance at March 31, 2023 $ 1,165 $ 4,141 $ ( 570 ) $ 4,736 $ ( 40,295 ) $ ( 6,067 ) $ ( 41,626 ) Other comprehensive (loss) income before reclassifications 163 4,830 79 5,072 — ( 743 ) 4,329 Amounts reclassified from accumulated other comprehensive income (loss) — ( 1,028 ) 85 ( 943 ) ( 207 ) — ( 1,150 ) Net current period other comprehensive (loss) income before tax 163 3,802 164 — 4,129 ( 207 ) ( 743 ) 3,179 Deferred taxes 38 874 37 949 47 — 996 Net current period other comprehensive (loss) income after tax 125 2,928 127 3,180 ( 254 ) ( 743 ) 2,183 Balance at June 30, 2023 $ 1,290 $ 7,069 $ ( 443 ) $ 7,916 $ ( 40,549 ) $ ( 6,810 ) $ ( 39,443 ) 16 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Gains and Losses on Cash Flow Hedges (Thousands) Foreign Currency Interest Rate Precious Metals Total Pension and Post-Employment Benefits Foreign Currency Translation Total Balance at December 31, 2023 $ 1,201 $ 4,156 $ ( 99 ) $ 5,258 $ ( 48,658 ) $ ( 3,548 ) $ ( 46,948 ) Other comprehensive income (loss) before reclassifications 872 4,579 ( 560 ) 4,891 — ( 5,549 ) ( 658 ) Amounts reclassified from accumulated other comprehensive income (loss) ( 200 ) ( 2,562 ) 269 ( 2,493 ) ( 189 ) — ( 2,682 ) Net current period other comprehensive (loss) income before tax 672 2,017 ( 291 ) 2,398 ( 189 ) ( 5,549 ) ( 3,340 ) Deferred taxes 155 464 ( 67 ) 552 47 599 Net current period other comprehensive (loss) income after tax 517 1,553 ( 224 ) 1,846 ( 236 ) ( 5,549 ) ( 3,939 ) Balance at June 28, 2024 $ 1,718 $ 5,709 $ ( 323 ) $ 7,104 $ ( 48,894 ) $ ( 9,097 ) $ ( 50,887 ) Balance at December 31, 2022 $ 1,243 $ 6,055 $ ( 223 ) $ 7,075 $ ( 40,228 ) $ ( 8,756 ) $ ( 41,909 ) Other comprehensive (loss) income before reclassifications 96 3,127 ( 396 ) 2,827 — 1,946 4,773 Amounts reclassified from accumulated other comprehensive income (loss) ( 35 ) ( 1,810 ) 110 ( 1,735 ) ( 545 ) — ( 2,280 ) Net current period other comprehensive (loss) income before tax 61 1,317 ( 286 ) 1,092 ( 545 ) 1,946 2,493 Deferred taxes 14 303 ( 66 ) 251 ( 224 ) — 27 Net current period other comprehensive (loss) income after tax 47 1,014 ( 220 ) 841 ( 321 ) 1,946 2,466 Balance at June 30, 2023 $ 1,290 $ 7,069 $ ( 443 ) $ 7,916 $ ( 40,549 ) $ ( 6,810 ) $ ( 39,443 ) Reclassifications from accumulated other comprehensive income (loss) of gains and losses on foreign currency cash flow hedges are recorded in Net sales in the Consolidated Statements of Income. Reclassifications from accumulated other comprehensive income (loss) of gains and losses on precious metal and copper cash flow hedges are recorded in Cost of sales in the Consolidated Statements of Income. Reclassifications from accumulated other comprehensive income (loss) of gains and losses on the interest rate cash flow hedge is recorded in Interest expense in the Consolidated Statements of Income. Refer to Note N for additional details on cash flow hedges. Reclassifications from accumulated other comprehensive income (loss) for pension and post-employment benefits are included in the computation of the net periodic pension and post-employment benefit expense. Refer to Note J for additional details on pension and post-employment expenses. 17 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Note L — Stock-based Compensation Expense Stock-based compensation expense, which includes awards settled in shares and in cash, was $ 2.7 million and $ 5.3 million in the second quarter and first six months of 2024, respectively, compared to $ 2.8 million and $ 5.2 million, respectively, in the same periods of 2023. The Company granted 36,919 SARs to certain employees during the first six months of 2024. The weighted-average exercise price per share and weighted-average fair value per share of the SARs granted during the six months ended June 28, 2024 were $ 135.58 and $ 50.46 , respectively. The Company estimated the fair value of the SARs using the following weighted-average assumptions in the Black-Scholes model: Risk-free interest rate 4.17 % Dividend yield 0.38 % Volatility 38.3 % Expected term (in years) 4.6 The Company granted 47,595 stock-settled RSUs to certain employees during the first six months of 2024. The Company measures the fair value of stock-settled RSUs based on the closing market price of a share of Materion common stock on the date of the grant. The weighted-average fair value per share was $ 131.51 for stock-settled RSUs granted to employees during the six months ended June 28, 2024. RSUs are generally expensed over the vesting period of three years for employees. The Company granted stock-settled performance-based restricted stock units (PRSUs) to certain employees in the first six months of 2024. The weighted-average fair value of the stock-settled PRSUs was $ 164.40 per share and will be expensed over the vesting period of three years . The final payout to the employees for all PRSUs will be based upon the Company’s return on invested capital and its total return to shareholders over the vesting period relative to a peer group’s performance over the same period. At June 28, 2024, unrecognized compensation cost related to the unvested portion of all stock-based awards was approximately $ 21.8 million, and is expected to be recognized over the remaining vesting period of the respective grants. Note M — Fair Value of Financial Instruments The Company measures and records financial instruments at fair value. A hierarchy is used for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 — Quoted market prices in active markets for identical assets and liabilities; Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 — Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. 18 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheets as of June 28, 2024 and December 31, 2023: (Thousands) Total Carrying Value in the Consolidated Balance Sheets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 2024 2023 2024 2023 2024 2023 2024 2023 Financial Assets Deferred compensation investments $ 5,106 $ 4,899 $ 5,106 $ 4,899 $ — $ — $ — $ — Foreign currency forward contracts 702 615 — — 702 615 — — Interest rate swaps 7,439 6,492 — — 7,439 6,492 — — Precious metal swaps — 353 — — — 353 — — Total $ 13,247 $ 12,359 $ 5,106 $ 4,899 $ 8,141 $ 7,460 $ — $ — Financial Liabilities Deferred compensation liability $ 5,106 $ 4,899 $ 5,106 $ 4,899 $ — $ — $ — $ — Foreign currency forward contracts 357 1,500 — — 357 1,500 — — Interest rate swaps 26 1,096 — — 26 1,096 — — Precious metal swaps 423 485 — — 423 485 — — Total $ 5,912 $ 7,980 $ 5,106 $ 4,899 $ 806 $ 3,081 $ — $ — The Company uses a market approach to value the assets and liabilities for financial instruments in the table above. Outstanding contracts are valued through models that utilize market observable inputs, including both spot and forward prices, for the same underlying currencies, metals, and interest rates. The carrying values of the other working capital items and debt in the Consolidated Balance Sheets approximate fair values as of June 28, 2024 and December 31, 2023. The Company's deferred compensation investments and liabilities are based on the fair value of the investments corresponding to the employees’ investment selections, primarily in mutual funds, based on quoted prices in active markets for identical assets. Deferred compensation investments are primarily presented in Other assets. Deferred compensation liabilities are primarily presented in Other long-term liabilities. Note N — Derivative Instruments and Hedging Activity The Company uses derivative contracts to hedge exposure to movements in interest rates associated with borrowings, foreign currency exposures, and precious metal and copper exposures. The objectives and strategies for using derivatives in these areas are as follows: Interest Rate. On March 4, 2022, the Company entered into a $ 100.0 million interest rate swap to hedge the interest rate risk on the Credit Agreement described in Note P. The swap hedges the change in 1-month Secured Overnight Financial Rate (SOFR) from March 4, 2022 to November 2, 2026. On March 21, 2023, the Company entered into two $ 50.0 million interest rate swaps to hedge the interest rate risk on the Credit Agreement described in Note P. The swaps hedge the change in 1-month USD-SOFR. The purpose of these hedges is to manage the risk of changes in the monthly interest payments attributable to changes in the benchmark interest rate. Foreign Currency. The Company sells a portion of its products to overseas customers in their local currencies, primarily the euro and yen. The Company secures foreign currency derivatives, mainly forward contracts and options, to hedge these anticipated sales transactions. The purpose of the hedge program is to protect against the reduction in the dollar value of foreign currency sales from adverse exchange rate movements. Should the dollar strengthen significantly, the decrease in the translated value of the foreign currency sales should be partially offset by gains on 19 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) the hedge contracts. Depending upon the methods used, the hedge contracts may limit the benefits from a weakening U.S. dollar. The use of forward contracts locks in a firm rate and eliminates any downside from an adverse rate movement as well as any benefit from a favorable rate movement. The Company may from time to time choose to hedge with options or a tandem of options, known as a collar. These hedging techniques can limit or eliminate the downside risk but can allow for some or all of the benefit from a favorable rate movement to be realized. Unlike a forward contract, a premium is paid for an option; collars, which are a combination of a put and call option, may have a net premium but can be structured to be cash neutral. The Company will primarily hedge with forward contracts due to the relationship between the cash outlay and the level of risk. The use of foreign currency derivative contracts is governed by policies approved by the Audit Committee of the Board of Directors. A team consisting of senior financial managers reviews the estimated exposure levels, as defined by budgets, forecasts, and other internal data, and determines the timing, amounts, and nature of instruments to use to hedge exposures. Management analyzes the effective hedged rates and the actual and projected gains and losses on the hedging transactions against the program objectives, targeted rates, and levels of risk assumed. Foreign currency contracts are typically layered in at different times for a specified exposure period in order to minimize the impact of market rate movements. Precious Metals. The Company maintains the majority of its precious metal production requirements on consignment in order to reduce its working capital investment and the exposure to metal price movements. When a product containing precious metal is fabricated and delivered to the customer, the metal content is purchased out of consignment based on the current market price. The price paid by the Company for the precious metal forms the basis for the price charged to the customer for the metal content in the product. This methodology allows for changes in either direction in the market prices of the precious metals used by the Company to be passed through to the customer and reduces the impact changes in prices could have on the Company's margins and operating profit. The consigned metal is owned by precious metal consignors that charge the Company consignment fees based upon the value of the metal as it fluctuates while on consignment. Each precious metal consignor retains title to its consigned precious metal until it is purchased by the Company, and it is the Company’s typical practice to purchase metal out of consignment only after a product containing that metal has been purchased by one of our customers. In certain instances, a customer may want to fix the price for the precious metal at the time the sales order is placed rather than at the time of shipment. Setting the sales price at a different date than when the material would be purchased out of consignment potentially creates an exposure to movements in the market price of the metal. Therefore, in these limited situations, the Company may elect to enter into a forward contract to purchase precious metal. The forward contract allows the Company to purchase metal at a fixed price on a specific future date. The price in the forward contract serves as the basis for the price to be charged to the customer. By doing so, the selling price and purchase price are matched, and the Company's price exposure is reduced. The Company refines precious metal-containing materials for its customers and typically will purchase the refined metal from the customer at current market prices. In limited circumstances, the customer may want to fix the price to be paid at the time of the order as opposed to when the material is refined. The customer may also want to fix the price for a set period of time. The Company may then elect to enter into a hedge contract, either a forward contract or a swap, to fix the price for the estimated quantity of metal to be refined and purchased, thereby reducing the exposure to adverse movements in the price of the metal. The Company may also enter into hedges to mitigate the risk relating to the prices of the metals that we process or refine. In certain circumstances, the Company also refines metal from the customer and may retain a portion of the refined metal as payment. The Company may elect to enter into a forward contract to sell precious metal to reduce the Company's price exposure in these instances. The Company may, from time to time, elect to purchase precious metal and hold in inventory rather than on consignment due to potential credit line limitations or other factors. These purchases are infrequent and, when made are typically held for a short duration. A forward contract will be secured at the time of the purchase to fix the price to be paid when the metal is transferred back to the consignment line, thereby limiting any price exposure during the time when the metal was owned by the Company. 20 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) The Company will only enter into a derivative contract if there is an underlying identified exposure. Contracts are typically held to maturity. The Company does not engage in derivative trading activities and does not use derivatives for speculative purposes. The Company only uses hedge contracts that are denominated in the same currency or metal as the underlying exposure. All derivatives are recorded on the balance sheet at fair value. If a derivative is designated and effective as a cash flow hedge, changes in the fair value of the derivative are recognized in other comprehensive income (OCI) and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of a derivative's fair value, if any, is recognized in earnings immediately. If a derivative is not a hedge, changes in the fair value are adjusted through income. The fair values of the outstanding derivatives are recorded on the balance sheet as assets (if the derivatives are in a gain position) or liabilities (if the derivatives are in a loss position). The derivative assets and liabilities are classified as short-term or long-term depending upon the contract maturity date. The following table summarizes the notional amount and the fair value of the Company’s outstanding derivatives not designated as hedging instruments (on a gross basis) and the balance sheet classification as of June 28, 2024 and December 31, 2023: June 28, 2024 December 31, 2023 (Thousands) Notional Amount Fair Value Notional Amount Fair Value Foreign currency forward contracts Prepaid and other current assets $ 33,399 $ 239 $ 23,122 $ 558 Other liabilities and accrued items 22,035 303 25,853 1,180 These outstanding foreign currency derivatives were related to balance sheet hedges and intercompany loans. Other-net included $ 0.1 million of foreign currency losses and $ 0.4 million of foreign currency gains in the second quarter and first six months of 2024, respectively, compared to $ 0.2 million and $ 0.4 million of foreign currency losses in the second quarter and first six months of 2023, respectively. 21 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) The following table summarizes the notional amount and the fair value of the Company’s outstanding derivatives designated as cash flow hedges (on a gross basis) and balance sheet classification as of June 28, 2024 and December 31, 2023: June 28, 2024 Fair Value (Thousands) Notional Amount Prepaid and other current assets Other assets Other liabilities and accrued items Other long-term liabilities Foreign currency forward contracts - yen $ 1,792 $ 158 $ — $ 2 $ — Foreign currency forward contracts - euro 22,881 305 — 52 — Precious metal swaps 1,434 — — 423 — Interest rate swaps 200,000 4,611 2,828 — 26 Total $ 226,107 $ 5,074 $ 2,828 $ 477 $ 26 December 31, 2023 Fair Value Notional Amount Prepaid and other current assets Other assets Other liabilities and accrued items Other long-term liabilities Foreign currency forward contracts - yen $ 2,167 $ 32 $ — $ 20 $ — Foreign currency forward contracts - euro 23,064 25 — 300 — Precious metal swaps 15,717 353 — 485 — Interest rate swaps 200,000 3,658 2,834 — 1,096 Total $ 240,948 $ 4,068 $ 2,834 $ 805 $ 1,096 All of the contracts summarized above were designated and effective as cash flow hedges. We expect to reclassify $ 4.6 million of net gains into earnings in the next 12 months contemporaneously with the earnings effects of the related forecasted transactions. At June 28, 2024, the maximum term of derivative instruments that hedge forecasted transactions was approximately four years . Refer to Note K for further details related to OCI. The following table summarizes the amounts reclassified from accumulated other comprehensive income relating to the Company’s outstanding derivatives designated as cash flow hedges and associated income statement classification as of the second quarter and first six months of 2024 and 2023: Second Quarter Ended (Thousands) June 28, 2024 June 30, 2023 Hedging relationship Line item Foreign currency forward contracts Net sales $ ( 200 ) $ — Precious metal swaps Cost of sales 243 85 Interest rate swap Interest expense - net ( 1,300 ) ( 1,028 ) Total $ ( 1,257 ) $ ( 943 ) 22 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) Six Months Ended (Thousands) June 28, 2024 June 30, 2023 Hedging relationship Line item Foreign currency forward contracts Net sales $ ( 200 ) $ ( 35 ) Precious metal swaps Cost of sales 269 110 Interest rate swap Interest expense - net ( 2,562 ) ( 1,810 ) Total $ ( 2,493 ) $ ( 1,735 ) Note O — Contingencies Legal Proceedings . The Company is party to several pending legal proceedings and claims arising in the normal course of business. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matters. To the extent there is a reasonable possibility that the losses could exceed any amounts accrued, the Company will adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. Environmental Proceedings. The Company has an active environmental compliance program and records reserves for the probable cost of identified environmental remediation projects. The reserves are established based upon analyses conducted by the Company’s engineers and outside consultants and are adjusted from time to time based upon ongoing studies, the difference between actual and estimated costs, and other factors. The reserves may also be affected by rulings and negotiations with regulatory agencies. The undiscounted reserve balance was $ 4.4 million and $ 4.6 million at June 28, 2024 and December 31, 2023, respectively, and is included in Other liabilities and accrued items and Other long-term liabilities on the Consolidated Balance Sheet. Environmental projects tend to be long-term, and the final actual remediation costs may differ from the amounts currently recorded. Note P — Debt (Thousands) June 28, 2024 December 31, 2023 Borrowings under Credit Agreement $ 222,375 $ 149,250 Borrowings under the Term Loan Facility 255,000 270,000 Overdraft Sweep Facility — 3,825 Foreign debt 9,704 5,918 Total debt outstanding 487,079 428,993 Current portion of long-term debt ( 38,765 ) ( 38,597 ) Gross long-term debt 448,314 390,396 Unamortized deferred financing fees ( 2,324 ) ( 2,820 ) Long-term debt $ 445,990 $ 387,576 As of June 28, 2024 and December 31, 2023, the Company had $ 222.4 million outstanding at an average interest rate of 7.18 % and $ 149.3 million outstanding at an average interest rate of 6.96 %, respectively, under its revolving credit facility. The available borrowing capacity under the revolving credit facility as of June 28, 2024 was $ 105.5 million. The Company has the option to repay or borrow additional funds under the revolving credit facility until the maturity date in 2026. In connection with the revolving credit facility, the administrative agent provides the Company with an overdraft sweep facility that the Company uses on a daily basis for short-term cash needs. As of June 28, 2024, there was nothing outstanding on the overdraft sweep facility. The amended and restated credit agreement governing the revolving credit facility and the term loan facility (Credit Agreement) includes covenants subject to a maximum leverage ratio and a minimum fixed charge coverage ratio. We were in compliance with all of our debt covenants as of June 28, 2024. 23 Materion Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) The balance outstanding on the term loan facility as of June 28, 2024 and December 31, 2023 wa s $ 255.0 million and $ 270.0 million, respectively. At June 28, 2024 and December 31, 2023, there was $ 47.1 million and $ 47.0 million, respectively, outstanding against the letters of credit sub-facility.