21 unchanged sentences
Operating profit 109,796 47,223 136,444
−Removed: Other non-operating (income) expense — net (2,443) (2,710) (5,250)
+Added: Other non-operating income — net (2,437) (2,443) (2,710)
Interest expense — net 30,692 34,764 31,323
Income before income taxes 81,541 14,902 107,831
−Removed: Income tax expense (benefit) 9,014 12,129 17,110
+Added: Income tax expense 6,718 9,014 12,129
Net income 74,823 5,888 95,702
2 unchanged sentences
Net sales of $1,786.6 million in 2025 increased $101.9 million from $1,684.7 million in 2024.
−Removed: An increase in net sales in the Electronic Materials was partially offset by decreased net sales in the Performance Materials and Precision Optics segments.
−Removed: The increase in the Electronic Materials segment was primarily due to higher precious metal pass through costs, increasing net sales by approximately $79.5 million when compared to the prior year.
−Removed: Additionally, volume decreases in the energy (21%), industrial (11%) and automotive (16%) end markets were partially offset by a volume increase in the aerospace and defense (25%) end market.
+Added: An increase in net sales in the Electronic Materials and Precision Optics segments was partially offset by decreased net sales in the Performance Materials segment.
+Added: The increase in the Electronic Materials segment was primarily due to higher precious metal pass-through costs, increasing net sales by approximately $208.2 million when compared to the prior year, partially offset by a decrease in precious metal sales of $35.3 million.
+Added: The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024, which resulted in $23.1 million of lower sales in 2025 compared to 2024.
+Added: At the Company level, volume increased in the semiconductor (21%), telecom and data center (24%) and energy (12%) end markets.
+Added: Additionally, sales of raw material beryllium hydroxide increased by $6.3 million compared to the prior year.
+Added: The increase was partially offset by a volume decrease in the consumer electronics (30%) end market due to a quality issue with a large precision clad strip customer within Performance Materials segment, causing the Company to temporarily idle production facilities, which limited sales in the fourth quarter.
+Added: The Company closely collaborated with our customer, implementing targeted modifications to our processes and procedures and enhancing quality control measures designed to reduce the risk of future occurrences.
+Added: We resumed shipping product from our facilities in December 2025 and continue to ramp production.
Value-added sales is a non-GAAP financial measure that removes the impact of pass-through metal costs and allows for analysis without the distortion of the movement or volatility in metal prices and changes in mix due to customer-supplied material.
Internally, we manage our business on this basis, and a reconciliation of net sales, the most directly comparable GAAP financial measure, to value-added sales is included herein.
−Removed: Value-added sales of $1,097.6 million in 2024 decreased $29.5
−Removed: million compared to $1,127.1 million in 2023.
−Removed: Volume decreases in the industrial (16%), energy (23%) and automotive (19%) end markets were partially offset by an increase in the aerospace and defense (28%) end market.
−Removed: Gross margin was $326.0 million in 2024, a 7% decrease from $349.0 million in 2023.
+Added: Value-added sales of $1,046.2 million in 2025 decreased $51.4 million compared to $1,097.6 million in 2024.
+Added: At the Company level, volume increases in the semiconductor (7%), telecom and data center (14%) and energy (19%) end markets was partially offset by a volume decrease in the consumer electronics (33%) end market.
+Added: Additionally, the decrease in value-added sales was impacted by a $7.0 million decrease in sales in 2025 compared to 2024 due to the divestiture of the target business in Albuquerque, New Mexico in the fourth quarter of 2024.
+Added: Gross margin was $308.6 million in 2025, representing a 5% decrease from $326.0 million in 2024.
Gross margin expressed as a percentage of net sales was 17% in 2025 and 19% in 2024.
Gross margin expressed as a percentage of value-added sales was 29% in 2025 and 30% in 2024.
−Removed: Gross margin decreased from the prior year primarily due to impact of lower volumes and related unabsorbed costs in the first half of 2024.
−Removed: Additionally, gross margin was unfavorably impacted by higher costs associated with the production ramp of the precision clad strip facility.
+Added: Gross margin decreased from the prior year primarily related to lower sales volumes and $25.7 million of charges in the Performance Materials segment related to the quality issue described above.
+Added: Gross margin in 2024 was unfavorably impacted by higher costs associated with the production ramp of the precision clad strip facility.
SG&A expense totaled $143.1 million in 2025 as compared to $145.6 million in 2024.
−Removed: The decrease in SG&A expense for 2024 was primarily due to various cost savings initiatives throughout 2024.
−Removed: R&D expense consists primarily of direct personnel costs for pre-production evaluation and testing of new products, prototypes, and applications.
−Removed: R&D expense was $29.0 million in 2024, an increase of 5% compared to 2023.
−Removed: R&D costs as a percentage of net sales remained flat at 2% in 2024 and 2023 but as a percent of value-added sales increased from 2% in 2023 to 3% in 2024.
+Added: The decrease in SG&A expense was primarily due to lower incentive compensation accruals as a result of year-to-date performance.
+Added: Expressed as a percentage of net sales, SG&A expense was 8% and 9% in 2025 and 2024, respectively.
+Added: Expressed as a percentage of value-added sales, SG&A expense was 14% and 13% in 2025 and 2024, respectively.
+Added: R&D expense consists primarily of direct personnel and material costs for product innovation including pre-production development, evaluation, and testing of new products, prototypes, and applications to deliver new high performing advanced materials to our customers.
+Added: R&D expense accounted for 1% and 2% of net sales in 2025 and 2024, respectively.
+Added: R&D expense accounted for 2% and 3% of value-added sales in 2025 and 2024, respectively.
Restructuring expense consists primarily of cost reduction actions taken in order to reduce our fixed cost structure.
−Removed: In 2024, we recorded a combined total of $6.8 million of restructuring charges across all segments compared to $3.8 million in 2023.
−Removed: See Note D of the Consolidated Financial Statements for further details of restructuring activities.
−Removed: Goodwill impairment was $56.1 million in 2024.
−Removed: There were no goodwill impairments recorded in 2023.
−Removed: The impairment charges were recorded in the Precision Optics reporting unit in the fourth quarter of 2024 as a result of the Company's annual goodwill impairment testing.
−Removed: Refer to Note A to the Consolidated Financial Statements for additional discussion.
−Removed: Long-lived asset impairment was $17.1 million in 2024 related to the Company’s Malaysia facility in the Precision Optics segment.
−Removed: There were no long-lived asset impairments recorded in 2023.
−Removed: Refer to Note A to the Consolidated Financial Statements for additional discussion.
−Removed: Loss on asset disposal was $6.4 million in 2024 due to the sale of the Company's Large Area Target business at its Albuquerque, New Mexico facility and wind-down of the related refinery in the fourth quarter of 2024.
−Removed: There were no material asset disposals in 2023.
+Added: In 2025, we recorded a combined total of $3.2 million of restructuring charges in our Electronic Materials, Precision Optics, Performance Materials and Other segments.
+Added: In 2024, we recorded a combined total of $6.8 million of restructuring charges primarily in our Precision Optics, Electronic Materials, Performance Materials and Other segments.
+Added: Refer to Note E to the Consolidated Financial Statements for details.
Other-net totaled expense of $26.7 million and $17.7 million in 2025 and 2024, respectively.
−Removed: The decrease Other-net was primarily driven by a decrease in metal consignment fees.
−Removed: Refer to Note E to the Consolidated Financial Statements for the major components within Other-net.
−Removed: Other non-operating (income) expense-net includes components of pension and post-retirement income other than service costs.
−Removed: Refer to Note O of the Consolidated Financial Statements for details of the components of net periodic benefit costs.
+Added: The increase in Other-net was primarily driven by an increase in metal consignment fees.
+Added: Refer to Note F to the Consolidated Financial Statements for the major components within Other-net.
+Added: Other non-operating income-net includes components of pension and post-retirement income other than service costs.
+Added: Refer to Note P of the Consolidated Financial Statements for details of the components of net periodic benefit costs.
Interest expense - net was $30.7 million in 2025 and $34.8 million in 2024.
−Removed: The increase in interest expense in 2024 compared to 2023 was primarily due to an increase in borrowings compared to the prior year.
−Removed: Income tax expense (benefit) for 2024 was $9.0 million of expense compared to $12.1 million of expense in 2023.
−Removed: The decrease in income tax expense in 2024 compared to 2023 was primarily due to lower pre-tax income and more favorable impacts of the production credit and depletion in 2024.
−Removed: Refer to Note G to the Consolidated Financial Statements for further details on income taxes.
−Removed: See the Management Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our results for 2023 compared to 2022.
+Added: The decrease in interest expense in 2025 compared to 2024 is primarily due to a decrease in interest rates and borrowings compared to the prior year.
+Added: Income tax expense for 2025 was $6.7 million of expense compared to $9.0 million of expense in 2024.
+Added: The Company's effective tax rate for 2025 and 2024 was 8.2% and 60.5%, respectively.
+Added: The effective tax rate for 2025 is lower than the statutory tax rate primarily due to percentage depletion, nontaxable credits and the foreign-derived intangible income deduction.
+Added: The effective tax rate for 2024 was higher than the statutory tax rate primarily due to the impairment of non-deducible goodwill in the Precision Optics reporting unit.
+Added: See Note H to the Consolidated Financial Statements for additional discussion.
+Added: See the Management Discussion and Analysis section of our Annual Rep ort on Form 10-K for the year ended December 31, 2024 for a discussion of our results for 2024 compared to 2023.
Segment Disclosures
9 unchanged sentences
Net sales from the Performance Materials segment of $675.9 million in 2025 decreased 9% compared to 2024.
−Removed: The decrease in sales was due to lower sales volumes in the industrial (13%) and automotive (16%) end markets.
−Removed: These decreases were partially offset by increased volumes in the aerospace and defense (33%) end market.
−Removed: Value-added sales of $688.0 million in 2024 decreased slightly from value-added sales of $688.6 million in 2023, consistent with the decrease in net sales.
+Added: The decrease in sales was due to lower sales volumes in th e consumer electronics (34%) and ae rospace and defense (9%) end markets.
+Added: These decreases were partially offset by increased volumes in the energy (35%) end market, along with a $6.3 million year over year increase in the volume of raw material beryllium hydroxide .
+Added: The decrease in the consumer electronics end market reflects the impact of a quality issue with a large precision clad strip customer within the Performance Materials segment, causing the Company to temporarily idle production facilities, which limited sales in the fourth quarter.
+Added: The Company closely collaborated with our customer, implementing targeted modifications to our processes and procedures and enhancing quality control measures designed to reduce the risk of future occurrences.
+Added: We resumed shipping product from our facilities in December 2025 and continue to ramp production.
+Added: Value-added sales of $618.1 million in 2025 decreased 10% compared to $688.0 million in 2024, consistent with the decrease in net sales.
The decrease in value-added sales was driven by the same factors driving the decrease in net sales.
EBITDA for the Performance Materials segment was $127.2 million in 2025 compared to $169.3 million in 2024.
−Removed: The decrease in EBITDA was primarily driven by the impact unfavorable price/mix as well as the impact of lower volumes and related unabsorbed costs in the first half of 2024.
−Removed: Additionally, EBITDA was unfavorably impacted in 2024 by higher costs associated with the production ramp of the precision clad strip facility.
−Removed: This was partially offset by incremental benefit from the Advanced Manufacturing Production Credit (production credit) recorded in 2024 compared to 2023.
−Removed: See Note G of the Consolidated Financial Statements for further discussion regarding the accounting for the production credit.
+Added: The unfavorable impacts of lower sales volumes and $27.3 million of additional costs incurred related to the quality issue described above, which consisted of a quality claim, material scrap expenses, and temporary plant idling costs, were partially offset by manufacturing efficiencies and improved margins along with lower incentive compensation expense in 2025 compared to 2024.
+Added: Additionally, there were higher costs associated with the production ramp of the precision clad strip facility in 2024 that did not recur in 2025, offsetting the decrease in EBITDA.
Electronic Materials
5 unchanged sentences
Net sales from the Electronic Materials segment of $1,010.0 million in 2025 was 19% higher than net sales of $845.7 million in 2024.
−Removed: The increase in net sales was primarily due to higher precious metal pass through costs, increasing net sales by approximately $79.5 million when compared to the prior year.
−Removed: This increase was partially offset by a decrease in sales volumes in the energy end market (24%).
−Removed: Value-added sales of $315.3 million decreased 6% compared to value-added sales of $334.7 million in 2023.
−Removed: The decrease in value-added sales was due to the sales volume decrease noted above.
+Added: The increase was primarily due to higher precious metal pass-through costs, increasing net sales by approximately $208.2 million compared to the prior year, partially offset by a decrease in precious metal sales volumes of $35.3 million.
+Added: The decrease in precious metal sales was primarily due to the impact of the divestiture of the target business in Albuquerque, New Mexico that occurred in the fourth quarter of 2024, which resulted in lower sales of $23.1 million in 2025 compared to 2024 .
+Added: Excluding sales from the Albuquerque target business, net sales would have been 23% higher in 2025 compared to 2024.
+Added: Additionally, there were higher sales volumes in the semiconductor (21%) end market.
+Added: Value-added sales of $327.6 million increased 4% compared to value-added sales of $315.3 million in 2024.
+Added: Value-added sales were negatively impacted by an $11.2 million decrease due to the divestiture of the target business in Albuquerque, New Mexico in the fourth quarter of 2024.
+Added: Excluding value-added sales from the Albuquerque target business, sales would have been 8% higher in 2025 compared to 2024.
EBITDA for the Electronic Materials segment was $71.1 million in 2025 compared to $47.4 million in 2024.
−Removed: Despite the decrease in value-added sales and the $6.4 million loss on disposal recorded in 2024 related to the sale of the Target business at the Company's Albuquerque facility, EBITDA increased due to the impact of various targeted cost control initiatives implemented in 2023 and throughout 2024.
−Removed: See Note A of the Consolidated Financial Statements for further discussion of the sale of the Target business.
+Added: EBITDA was impacted by favorable price/mix and production efficiencies in 2025, compared to 2024.
Precision Optics
4 unchanged sentences
2025 Compared to 2024
−Removed: Net sales from the Precision Optics segment were $94.5 million in 2024, a decrease of 9% compared to net sales of $103.9 million in 2023.
−Removed: The decrease was primarily due to lower sales volumes in the industrial (13%), automotive (27%) and aerospace and defense (10%) end markets.
−Removed: Value-added sales of $94.3 million in 2024 decreased 9% compared to value-added sales of $103.8 million in 2023.
−Removed: The decrease in value-added sales was due to the same factors driving the decrease in net sales.
−Removed: EBITDA for the Precision Optics segment was a loss of $73.3 million in 2024 compared to income of $9.9 million in 2023.
−Removed: The decrease in EBITDA was driven by impairments recorded in 2024 for the Precision Optics reporting unit and Malaysia of $73.2
−Removed: million as well as decreased sales volumes, partially offset by targeted cost control initiatives implemented in 2024.
−Removed: See Note A of the Consolidated Financial Statements for further discussion of the impairment charges recorded during 2024.
+Added: Net sales from the Precision Optics segment were $100.7 million in 2025, an increase of 7% compared to net sales of $94.5 million in 2024.
+Added: The increase was primarily due to higher sales volumes in the aerospace and defense (35%) end market.
+Added: Value-added sales of $100.5 million in 2025 increased 7% compared to value-added sales of $94.3 million in 2024.
+Added: The increase in value-added sales was due to the same factors driving the increase in net sales.
+Added: EBITDA for the Precision Optics segment was $7.7 million in 2025 compared to a loss of $73.3 million in 2024.
+Added: The increase in EBITDA was primarily driven by impairments recorded in 2024 for the Precision Optics reporting unit in Malaysia of $73.2 million.
+Added: EBITDA was also favorably impacted by increased sales volumes and overall business performance.
(Thousands) 2025 2024 2023
3 unchanged sentences
2025 Compared to 2024
−Removed: The Other reportable segment in total includes unallocated corporate costs.
−Removed: Corporate costs of $25.1 million in 2024 decreased from $29.3 million in 2023.
−Removed: Corporate costs were 2 and 3% of total Company value-added sales in 2024 and 2023, respectively.
+Added: The Other reportable segment includes unallocated corporate costs.
+Added: Corporate costs of $24.7 million in 2025 decreased from $25.1 million in 2024 primarily due to lower incentive compensation as a result of year-to-date performance.
+Added: Corporate costs were 2% of total Company value-added sales in 2025 and 2024.
Value-Added Sales - Reconciliation of Non-GAAP Financial Measure
9 unchanged sentences
Precision Optics 221 195 101
−Removed: Other — — 1,483
Total $ 740,356 $ 587,162 $ 538,116
3 unchanged sentences
Precision Optics 100,493 94,295 103,788
−Removed: Other — — (1,483)
Total $ 1,046,194 $ 1,097,577 $ 1,127,071
−Removed: The cost of gold, silver, platinum, palladium, copper, ruthenium, iridium, rhodium, rhenium, and osmium can be quite volatile.
−Removed: Our pricing policy is to directly pass the cost of these metals on to the customer in order to mitigate the impact of metal price volatility on our results from operations.
−Removed: Trends and comparisons of net sales are affected by movements in the market prices of these metals, but changes in net sales due to metal price movements may not have a proportionate impact on our profitability.
−Removed: Internally, management reviews net sales on a value-added basis.
+Added: Management reviews net sales on a value-added basis.
Value-added sales is a non-GAAP financial measure that deducts the value of the pass-through metal costs from net sales.
2 unchanged sentences
We sell other metals and materials that are not considered direct pass-throughs, and these costs are not deducted from net sales when calculating value-added sales.
+Added: Non-GAAP financial measures, such as value-added sales, have inherent limitations and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.
+Added: The cost of gold, silver, platinum, palladium, copper, ruthenium, iridium, rhodium, rhenium, and osmium can be quite volatile.
+Added: Our pricing policy is to directly pass the market cost of these metals on to the customer in order to mitigate the impact of metal price volatility on our results from operations.
+Added: Trends and comparisons of net sales are affected by movements in the market prices of these metals, but changes in net sales due to metal price movements may not have a proportionate impact on our profitability.
Our net sales are also affected by changes in the use of customer-supplied metal.
10 unchanged sentences
(98,135) (79,605) (119,222)
−Removed: Net cash provided by (used in) financing activities
+Added: Net cash (used in) financing activities
(9,821) (4,186) (24,850)
2 unchanged sentences
Net cash provided by operating activities totaled $103.2 million in 2025 versus $87.8 million in 2024.
−Removed: The decrease in net cash provided by operating activities was primarily driven by working capital outflows in 2024 compared to 2023.
−Removed: Continued focus on working capital resulted in flat inventory and relatively flat accounts receivable balances as of December 31, 2024 compared to the December 31, 2023, as opposed to a net cash inflow in 2023 of $4.7 million in the prior year when these efforts began.
−Removed: Additionally, in line with the Company's cost savings initiatives, accounts payable and accruals decreased in 2024 compared to an increase in accounts payable in 2023, creating an unfavorable impact to operating cash flows of $22.4 million.
−Removed: In addition, there was a $16.7 million decrease in operating cash flow due to lower unearned income for customer prepayments related to the agreements with a customer as discussed in Note K.
−Removed: Lastly , the decrease in unearned revenue due to an increase in shipments for customers which prepaid had an unfavorable impact to operating cash flow $7.3 million when compared to the prior year.
+Added: The increase of $15.4 million was primarily driven by a $33.5 million increase in accounts payable and accrued expenses, compared to a $15.8 million decrease in the prior year, resulting in a favorable cash inflow impact of $49.3 million.
+Added: This improvement was mainly due to the timing of year-end payments and ongoing working capital management initiatives.
+Added: This increase was partially offset by higher inventory levels, which increased by $13.3 million compared to the prior year, reflecting operational and quality challenges experienced in the fourth quarter of 2025.
+Added: Additionally, accounts receivable increased by $22.1 million relative to the prior year, driven by timing differences in collections and reduced accounts receivable factoring in the current year.
Net cash used in investing activities was $98.1 million in 2025 compared to $79.6 million in 2024.
−Removed: The decrease in cash used in investing activities is due to decreased capital expenditures concurrent with the decrease in cash flow provided by operating activities.
−Removed: Net cash used in financing activities decreased $20.7 million from 2023.
−Removed: The decrease in 2024 compared to 2023 is a result of an increase in draws on our credit facilities, offset by increased repayments of our long-term debt in 2024.
+Added: The increase in cash used in investing activities is due to the business acquisition and mine development costs, offset by decreased capital expenditures.
+Added: Net cash used in financing activities increased $5.6 million from 2024.
+Added: The increase in 2025 compared to 2024 is a result of a repurchase of common stock and deferred financing costs, offset by lower withholding taxes for stock-based compensation awards.
Dividends per common share increased 4% to $0.555 per share in 2025.
2 unchanged sentences
We intend to pay a quarterly dividend on an ongoing basis, subject to a continuing strong capital structure and a determination that the dividend remains in the best interest of our shareholders.
−Removed: We believe that cash flow from operations plus available borrowing capacity and our current cash balance are adequate to support operating requirements, capital expenditures, projected pension plan contributions, the current dividend and share repurchase programs, environmental remediation projects, and strategic acquisitions for at least the next 12 months and the foreseeable future thereafter.
+Added: We believe that cash flow from operations plus available borrowing capacity and our current cash balance are adequate to support operating requirements, capital expenditures, projected pension plan contributions, the current dividend and selective share repurchases, environmental remediation projects, and strategic acquisitions for at least the next 12 months and the foreseeable future thereafter.
At December 31, 2025, cash and cash equivalents held by our foreign operations totaled $13.0 million.
6 unchanged sentences
Available borrowing capacity $ 223,675 $ 168,997
−Removed: Net (debt) cash is a non-GAAP financial measure.
+Added: Net debt is a non-GAAP financial measure.
We are providing this information because we believe it is more indicative of our overall financial position.
1 unchanged sentence
We believe that based on our typical cash flow generated from operations, we can support a higher leverage ratio in future periods.
−Removed: The available borrowing capacity in the table above represents the additional amounts that could be borrowed under our revolving credit facility and other secured lines existing as of the end of each year depicted.
−Removed: The applicable debt covenants have been taken into account when determining the available borrowing capacity, including the covenant that restricts
−Removed: borrowing capacity to a multiple of the twelve-month trailing adjusted earnings before interest, income taxes, depreciation and amortization, and other adjustments.
−Removed: In January 2023, we amended the agreement governing our $375.0 million revolving credit facility and term loan facility (Credit Agreement).
−Removed: Pursuant to the amendment, we transitioned U.S.
−Removed: dollar denominated borrowings from LIBOR to SOFR for both the revolving credit agreement and the term loan and increased the cap on precious metals consignment line from $550 million to $615 million.
−Removed: The Company had previously amended and restated the Credit Agreement in connection with the HCS-Electronic Materials acquisition in November 2021.
−Removed: A $300 million delayed draw term loan facility was added to the Credit Agreement and the maturity date of the Credit Agreement was extended from 2024 to 2026.
−Removed: Moreover, the Credit Agreement also provides for an uncommitted incremental facility whereby, under certain conditions, the Company may be able to borrow additional term loans in an aggregate amount not to exceed $150.0 million.
−Removed: The Credit Agreement provides the Company and its subsidiaries with additional capacity to enter into facilities for the consignment of precious metals and copper, and provides enhanced flexibility to finance acquisitions and other strategic initiatives.
−Removed: Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and its direct subsidiaries, with the exception of non-mining real property, precious metal, copper and certain other assets.
−Removed: The Credit Agreement allows the Company to borrow money at a premium over SOFR, following the January 2023 amendment, or prime rate and at varying maturities.
−Removed: The premium resets quarterly according to the terms and conditions stipulated in the agreement.
+Added: The available borrowing capacity in the table above represents the additional amounts that could be borrowed under our revolving credit facility and other secured lines existing as of the end of each period depicted.
+Added: The applicable debt covenants have been taken into account when determining the available borrowing capacity, including the covenant that restricts the borrowing capacity to a multiple of the twelve-month trailing earnings before interest, income taxes, depreciation, depletion and amortization, and other adjustments.
+Added: In June 2025, the Company entered into a Fifth Amended and Restated Credit Agreement (Credit Agreement).
+Added: The Credit Agreement refinanced the revolving credit facility and term loan facility provided under Materion's previous Fourth Amended and Restated Credit Agreement, dated October 27, 2021 (as amended).
+Added: Among other things, the Credit Agreement provides for a $450 million senior secured revolving credit facility (Revolving Credit Facility) and a $225 million senior secured term loan facility (Term Loan Facility and, together with the Revolving Credit Facility, Credit Facilities).
+Added: The Term Loan Facility was fully drawn on June 26, 2025.
+Added: The Credit Facilities mature on June 26, 2030.
+Added: The Credit Agreement also provides for an uncommitted incremental facility whereby, subject to the satisfaction of certain conditions, the Company may be able to borrow additional term loans in an aggregate amount not to exceed $250 million.
+Added: The Credit Agreement provides the Company and its subsidiaries with additional capacity to enter into facilities for the consignment of precious metals, copper, nickel and tantalum, and provides enhanced flexibility to finance acquisitions and other strategic initiatives.
+Added: Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company and its direct subsidiaries, with the exception of non-mining real property, precious metal and certain other assets.
+Added: The Credit Agreement allows the Company to borrow money at a premium over SOFR or prime rate and at varying maturities.
+Added: The premium resets quarterly according to the terms and conditions stipulated in the credit agreement.
The Credit Agreement includes restrictive covenants relating to restrictions on additional indebtedness, acquisitions, dividends, and stock repurchases.
2 unchanged sentences
Cash on hand up to $35.0 million can benefit the covenants and may benefit the borrowing capacity under the Credit Agreement.
−Removed: In November 2021, we completed the acquisition of HCS-Electronic Materials.
−Removed: The Company financed the purchase price for the HCS-Electronic Materials acquisition with a new $300 million five-year term loan pursuant to its delayed draw term loan facility under the Credit Agreement and $103 million of borrowings under its amended revolving credit facility.
−Removed: The interest rate for the term loan is based on SOFR, following the January 2023 amendment, plus a tiered rate determined by the Company's quarterly leverage ratio.
Portions of our business utilize off-balance sheet consignment arrangements allowing us to use metal owned by precious metal consignors as we manufacture product for our customers.
5 unchanged sentences
In January 2014, our Board of Directors approved a plan to repurchase up to $50.0 million of our common stock.
+Added: We repurchased 100,000 shares under this program in the second quarter of 2025, for a total cost of $7.8 million.
+Added: Since the approval of the repurchase plan, we have purchased 1,354,264 shares at a total cost of $49.5 million.
+Added: In October 2025, we announced that our Board of Directors had approved a new plan to repurchase up to $50.0 million of our common stock, replacing the plan approved in 2014.
The timing of the share repurchases will depend on several factors, including market and business conditions, our cash flow, debt levels, and other investment opportunities.
−Removed: There is no minimum number of common shares required to be repurchased in a given year, and the repurchases may be discontinued at any time.
−Removed: We did not repurchase any shares in 2023 or 2024.
−Removed: Since the approval of the repurchase plan, we have purchased 1,254,264 shares at a total cost of $41.7 million, or an average of $33.23 per share.
+Added: There is no minimum quantity requirement to repurchase our common stock for a given year, and the repurchases may be discontinued at any time.
Material Future Cash Obligations
1 unchanged sentence
In addition to the amounts below, the Company anticipates incurring costs related to its finance lease obligations and non-cancelable lease payments for operating leases with an initial lease term in excess of one year.
−Removed: These obligations are further detailed in Note L.
+Added: These obligations are further detailed in Note M to the Consolidated Financial Statements.
(Millions) 2026 2027 2028 2029 2030 There-
3 unchanged sentences
Total $ 33.6 $ 18.9 $ 21.3 $ 20.5 $ 411.2 $ — $ 505.5
−Removed: (1) Refer to Note N to the Consolidated Financial Statements.
+Added: (1) Refer to Note O to the Consolidated Financial Statements.
(2) These amounts represent future interest payments related to our total debt, excluding any interest payments to be made on borrowings under our Credit Agreement.
1 unchanged sentence
We maintain the majority of the precious metals and copper we use in production on a consignment basis in order to reduce our exposure to metal price movements and to reduce our working capital investment.
−Removed: Refer to Item 7A “Quantitative and Qualitative Disclosures about Market Risk.” The notional value of off-balance sheet precious metals and copper was $381.6 million as of December 31, 2024 versus $351.5 million as of December 31, 2023.
−Removed: We were in compliance with all of the covenants contained in the consignment agreements as of December 31, 2024 and December 31, 2023.
−Removed: Refer to Note I for additional information.
−Removed: The following information concerning our mining properties has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K, which first became applicable to us for the year ended December 31, 2021.
−Removed: These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7.
−Removed: Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year.
+Added: Refer to Item 7A “Quantitative and Qualitative Disclosures about Market Risk.” The notional value of off-balance sheet precious metals and c opper was $526.2 million as of December 31, 2025 versus $381.6 million as of December 31, 2024.
+Added: We were in complia nce with all of the covenants contained in the consignment agreements as of December 31, 2025 and December 31, 2024.
+Added: Refer to Note J for additional information.
+Added: The following information concerning our mining properties has been prepared in accordance with the requirements of subpart 1300 of Regulation S-K.
As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
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2) Identify the performance obligations in the contract
−Removed: Performance obligations promised in a contract are identified based on the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product either on its own or together with other
−Removed: resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product is separately identifiable from other promises in the contract.
−Removed: Certain of the Company’s contracts with customers may contain multiple performance obligations.
−Removed: As a result, management utilizes judgment to determine the appropriate accounting, including whether multiple promised products or services in a contract should be accounted for separately or as a group, how the consideration should be allocated among the performance obligations, and when to recognize revenue upon satisfaction of the performance obligations.
+Added: Performance obligations promised in a contract are identified based on the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product is separately identifiable from other promises in the contract.
+Added: When contracts with customers contain multiple performance obligations, management utilizes judgment to determine the appropriate accounting, including whether multiple promised products or services in a contract should be accounted for separately or as a group, how the consideration should be allocated among the performance obligations, and when to recognize revenue upon satisfaction of the performance obligations.
3) Determine the transaction price
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Advanced billings are typically made in association with products with long manufacturing times and/or products relating to contracts with the government.
−Removed: Billings in advance of
−Removed: the shipments allow us to collect cash earlier than billing at the time of the shipment and, therefore, the collected cash can be used to reduce our investment in working capital.
−Removed: Refer to Note C of the Consolidated Financial Statements for additional details on our contract balances.
+Added: Billings in advance of the shipments allow us to collect cash earlier than billing at the time of the shipment and, therefore, the collected cash can be used to reduce our investment in working capital.
+Added: Refer to Note D of the Consolidated Financial Statements for additional details on our contract balances.
Precious Metal Physical Inventory Counts
We take and record the results of a physical inventory count of our precious metals on a periodic basis.
−Removed: Our precious metal operations include a refinery that processes precious metal-containing scrap and other materials from our customers, as well as our own internally generated scrap.
+Added: Our precious metal operations include a refinery that processes precious metal-containing scrap and other materials from our customers, as well as
+Added: our own internally generated scrap.
We also outsource portions of our refining requirements to other vendors, particularly for those materials with longer processing times.
The precious metal content within these various refine streams may be in solutions, sludges, and other non-homogeneous forms and can vary over time based upon the input materials, yield rates, and other process parameters.
−Removed: The determination of the weight of the precious metal content within the refine streams as part of a physical inventory count requires the use of estimates and calculations based upon assays, assumed recovery percentages developed from actual historical data and other analyses, the total estimated volumes of solutions and other materials within the refinery, data from our refine vendors, and other factors.
+Added: The determination of the weight of the precious metal content within the refine streams as part of a physical inventory count requires the use of estimates and calculations based upon assumed recovery percentages developed from actual historical data and other analyses, the total estimated volumes of solutions and other materials within the refinery, and other factors.
The resulting calculated weight of the precious metals in our refine operations may differ, in either direction, from what our records indicate that we should have on hand, which would then result in an adjustment to our pre-tax income in the period when the physical inventory was taken, and the related estimates were made.
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There were no indicators during interim periods that required the performance of an interim impairment assessment.
−Removed: The Company conducted its annual impairment assessment as of the first day of the fourth quarter.
Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment.
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The remaining $26.2 million is related to the Performance Materials segment.
+Added: The Company conducted its annual impairment assessment as of the first day of the fourth quarter.
For the purpose of the annual goodwill impairment assessment, we have the option to perform a qualitative assessment (commonly referred to as "step zero") to determine whether further quantitative analysis for impairment of goodwill is necessary.
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An impairment charge is recognized for the amount the carrying value of the reporting unit exceeds its fair value.
−Removed: Due to the slower than expected semiconductor market recovery impacting the Electronic Materials reporting unit and recent results for the Precision Optics reporting unit, the Company elected to perform a quantitative annual impairment assessment for the Electronic Materials and Precision Optics reporting units' goodwill as of October 1, 2024 and a qualitative impairment test for the Performance Materials reporting unit.
+Added: Due to historical results combined with the partial impairment charge recognized in 2024 for the Precision Optics reporting unit, the Company elected to perform a quantitative annual impairment assessment for the Precision Optics reporting unit's goodwill as of October 1, 2025 and a qualitative impairment test for the Electronic Materials and Performance Materials reporting units.
The quantitative analysis compares estimated fair value of the reporting unit, using an income approach (a discounted cash flow model), as well as a market approach, with its carrying value.
2 unchanged sentences
The Company’s reporting units each provide their forecast of results for the next five years.
−Removed: These forecasts form the basis for
−Removed: the information used in the discounted cash flow model.
+Added: These forecasts form the basis for the information used in the discounted cash flow model.
The discounted cash flow model also requires the use of a discount rate and a terminal revenue growth rate (the revenue growth rate for the period beyond the five years forecast by the reporting units), as well as projections of future operating margins (for the period beyond the forecast five years).
2 unchanged sentences
During the fourth quarter of 2025, the Company considered sales multiples in the low single digits and EBITDA multiples in the range high-single digits to mid-double digits.
−Removed: As discussed in Note A, the Company's annual goodwill impairment test indicated the carrying value of the Precision Optics reporting unit exceeded its estimated fair value as of the measurement date of October 1, 2024.
−Removed: As a result, the Company recognized a goodwill impairment charge in the fourth quarter of fiscal 2024 of $56.1 million which was recorded in "Goodwill Impairment" in the accompanying Consolidated Statements of Income in the Precision Optics segment.
−Removed: As of October 1, 2024, based on the quantitative assessments for the Electronic Materials reporting unit, the estimated fair value was substantially in excess of the carrying value.
−Removed: Additionally, for the Performance Materials reporting unit, there were no indicators of impairment based on the qualitative analysis performed.
−Removed: Management believes the future sales growth and EBITDA margins in the long range plan, terminal growth rate and the discount rate used in the valuations requires significant use of judgment.
+Added: As of October 1, 2025, based on the quantitative assessments for the Precision Optics reporting unit, the estimated fair value exceeded the carrying value by greater than 10%, which managements believes is a sufficient amount to support no indicators of impairment.
+Added: Additionally, for the Electronic Materials and Performance Materials reporting units, there were no indicators of impairment based on the qualitative analysis performed.
+Added: Management believes the future sales growth and EBITDA margins in the long-range plan, and the discount rate used in the valuations requires significant use of judgment.
If any of our reporting units do not meet our long range plan estimates or our discount rate increase significantly, we could be required to perform an interim goodwill impairment analysis or recognize charges in future periods.
Any impairment charges that the Company may take in the future could be material to its consolidated results of operations and financial condition.
−Removed: The assumptions used for the reporting units and indefinite-lived intangibles with fair values exceeding carrying values of less than 10% are more sensitive to future performance and will be monitored accordingly.
We also compared our market capitalization as of October 1, 2025 to the carrying value of our equity and considering an implied control premium, we noted no other impairment indicators or triggering events.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.