What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 118 added, 53 removed, 364 unchanged (32% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions, except share and per share data)

19 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

Net income $ 9.0 $ 20.5 $ 18.1 $ 47.2

Other comprehensive income (loss), net of tax

Other comprehensive loss, net of tax

Foreign currency translation adjustments ( 2.6 ) ( 8.3 ) — ( 14.7 )

1 unchanged sentence

Defined benefit plans, net ( 0.1 ) 0.1 ( 0.2 ) 0.2

Other comprehensive income (loss) 1.0 ( 6.8 )

Other comprehensive loss ( 4.7 ) ( 9.4 ) ( 3.7 ) ( 16.2 )

Comprehensive income $ 4.3 $ 11.1 $ 14.4 $ 31.0

1 unchanged sentence

Condensed Consolidated Balance Sheets

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In millions, except share data)

42 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions)

5 unchanged sentences

Share-based compensation 6.3 6.5

Deferred tax provision ( 5.4 ) ( 4.3 )

Deferred taxes ( 17.5 ) ( 6.0 )

Foreign currency transactions ( 8.3 ) 0.3

15 unchanged sentences

Cash outflows related to current financial liabilities ( 52.2 ) ( 80.9 )

Dividends paid to shareholders ( 1.2 ) ( 1.2 )

Dividends paid ( 2.4 ) ( 2.4 )

Repurchase of Common stock ( 24.8 ) ( 6.8 )

Net cash provided by financing activities 14.0 23.5

Increase (decrease) in cash, cash equivalents and restricted cash ( 7.0 ) 6.3

Decrease in cash, cash equivalents and restricted cash ( 3.3 ) ( 2.6 )

Cash, cash equivalents and restricted cash at the beginning of the period 44.7 40.2

15 unchanged sentences

Balance at March 31, 2025 56,459,366 $ 85.3 $ ( 87.7 ) $ 72.5 $ 464.9 $ ( 68.9 ) $ 466.1

Net income — — — — 9.0 — 9.0

Other comprehensive loss, net of tax — — — — — ( 4.7 ) ( 4.7 )

Dividends $ 0.04 per share — — — — ( 2.3 ) — ( 2.3 )

Repurchases of Common stock ( 444,790 ) — ( 5.0 ) — — — ( 5.0 )

Stock based compensation — — — 3.6 — — 3.6

Issuance of stock under equity compensation plans 31,650 — 2.4 ( 2.6 ) — — ( 0.2 )

Balance at June 30, 2025 56,046,226 $ 85.3 $ ( 90.3 ) $ 73.5 $ 471.6 $ ( 73.6 ) $ 466.5

Balance at January 1, 2024 57,898,772 $ 85.3 $ ( 70.1 ) $ 85.6 $ 417.6 $ ( 39.9 ) $ 478.5

6 unchanged sentences

Balance at March 31, 2024 58,307,933 $ 85.3 $ ( 63.5 ) $ 74.0 $ 443.1 $ ( 46.7 ) $ 492.2

Net income — — — — 20.5 — 20.5

Other comprehensive loss, net of tax — — — — — ( 9.4 ) ( 9.4 )

Dividends $ 0.04 per share — — — — ( 2.4 ) — ( 2.4 )

Stock based compensation — — — 3.0 — — 3.0

Issuance of stock under equity compensation plans 48,688 — 0.8 ( 0.8 ) — — —

Balance at June 30, 2024 58,356,621 $ 85.3 $ ( 62.7 ) $ 76.2 $ 461.2 $ ( 56.1 ) $ 503.9

See accompanying Notes to these Condensed Consolidated Financial Statements.

27 unchanged sentences

There is also a required disclosure to provide the net income taxes paid or received disaggregated by federal, state, and foreign taxes with jurisdictions to be separately disclosed if the jurisdiction is 5% or more of the total net income taxes paid or received.

Is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

This ASU is effective for fiscal years beginning after December 15, 2024.

We adopted this on January 1, 2025.

10 unchanged sentences

Accounts receivable, net of allowance for credit losses, are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In millions)

2 unchanged sentences

Accounts receivable, net $ 270.0 $ 211.9

Accounts Receivable Factoring Facilities ― For the three months ended March 31, 2025 and 2024 the gross amount of receivables sold were $ 102.5 million and $ 107.6 million, respectively.

Accounts Receivable Factoring Facilities ― For the three months ended June 30, 2025 and 2024 the gross amount of receivables sold were $ 125.7 million and $ 110.8 million, respectively.

For the six months ended June 30, 2025 and 2024 the gross amount of receivables sold were $ 228.2 million and $ 218.4 million, respectively.

In the Condensed Consolidated Statements of Operations, the loss on receivables sold is reflected in Other expenses, net.

For the three months ended March 31, 2025 and 2024 the loss on receivables sold was approximately $ 1.2 million and $ 1.1 million, respectively.

For the three months ended June 30, 2025 and 2024 the loss on receivables sold was approximately $ 1.4 million and $ 1.3 million, respectively.

For the six months ended June 30, 2025 and 2024 the loss on receivables sold was approximately $ 2.6 million and $ 2.4 million, respectively.

Notes to the Condensed Consolidated Financial Statements—(continued)

Inventories, net of reserves, are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In millions)

5 unchanged sentences

Debt and other obligations are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In millions)

11 unchanged sentences

Other Short-Term Debt and Obligations

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In millions)

15 unchanged sentences

Revolving credit facility

As of March 31, 2025, total capacity under our senior secured revolving credit facility (the “RCF”) and ancillary facilities is € 300 million ($ 324.5 million).

As of March 31, 2025 and December 31, 2024, availability under the RCF and ancillary facilities is $ 104.8 million and $ 127.5 million, respectively.

As of March 31, 2025, borrowings under the RCF were $ 16.2 million.

As of June 30, 2025, total capacity under our senior secured revolving credit facility (the “RCF”) and ancillary facilities is € 300 million ($ 351.6 million).

As of June 30, 2025 and December 31, 2024, availability under the RCF and ancillary facilities is $ 103.5 million and $ 127.5 million, respectively.

As of June 30, 2025, borrowings under the RCF were $ 35.2 million.

There were no borrowings under the RCF as of December 31, 2024.

1 unchanged sentence

Repurchase Agreement —We entered into repurchase agreements to sell European Emission Allowance (“EUA”) certificates.

Under the agreement on August 23, 2024, we sold 500 thousand EUA certificates for € 35.1 million cash to a counterparty.

The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on June 25, 2025 for € 36.5 million.

On March 19, 2025, we sold an additional 145 thousand EUA certificates for € 10.5 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for € 10.8 million.

Under the agreement on March 19, 2025, we sold 145 thousand EUA certificates for € 10.5 million cash to a counterparty.

The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on January 28, 2026 for € 10.8 million.

On June 23, 2025, we sold an additional 500 thousand EUA certificates for € 36.0 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on September 18, 2025 for € 36.2 million.

The difference between the considerations received and the amount of consideration to be paid will be recognized as an interest expense.

At March 31, 2025, the amount outstanding, including accrued interest, was $ 50.3 million.

At June 30, 2025, the amount outstanding, including accrued interest, was $ 54.5 million.

Due to the short maturity, the carrying value approximates the fair value.

As of March 31, 2025, we are in compliance with our debt covenants.

As of June 30, 2025, we are in compliance with our debt covenants.

For additional information relating to our debt, see “ Note J.

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements—(continued)

No significant concentration of credit risk existed as of March 31, 2025 or December 31, 2024.

No significant concentration of credit risk existed as of June 30, 2025 or December 31, 2024.

Fair value measurement

The following table summarizes outstanding financial instruments that are measured at fair value on a recurring basis:

March 31, 2025 December 31, 2024 Balance Sheet Classification

June 30, 2025 December 31, 2024 Balance Sheet Classification

Notional Amount Fair Value Notional Amount Fair Value

2 unchanged sentences

Cross currency swaps $ 197.0 $ 12.3 $ 197.0 $ 38.9 Other financial assets (non-current)

Interest rate swaps 234.4 0.5 — — Other financial assets (non-current)

Total $ 431.4 $ 12.8 $ 197.0 $ 38.9

1 unchanged sentence

We present the gross assets and liabilities of our derivative financial instruments in the Condensed Consolidated Balance Sheets.

New Cash Flows Hedge— To hedge the variable interest rate Euro-denominated term loan, on April 25, 2025, the Company entered into two interest rate swaps aggregating to € 200.0 million.

The interest rate for two fixed interest rate swaps are 1.925 % and 1.928 %.

The floating rate is based on SOFR.

The interest rate swaps will expire on September 25, 2028 in line with the maturity of the Term-Loan.

For financial assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.

2 unchanged sentences

Short-term and Long-term debt are recorded at amortized cost in the Condensed Consolidated Balance Sheets.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Notional Amount Fair Value Notional Amount Fair Value

5 unchanged sentences

The Term-Loan and China Term-Loan in the table above are classified as Level 2.

At both March 31, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

The carrying amounts of our variable rate debt approximate the fair values due to variable interest rates with short reset periods.

At both June 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

Notes to the Condensed Consolidated Financial Statements—(continued)

1 unchanged sentence

Effect of Financial Instruments

Three Months Ended Mar 31,

Three Months Ended Jun 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

5 unchanged sentences

Total $ ( 2.1 ) $ ( 2.0 ) $ 0.2 $ 0.4

Cross currency swaps related to our Term-Loans, which mature in September 2028, are designated as cash flow hedges.

Effect of Financial Instruments

Six Months Ended June 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

2025 2024 2025 2024

(In millions)

Derivatives designated as hedges:

Cross currency swaps $ ( 4.6 ) $ 0.8 $ ( 0.1 ) $ 0.8 Interest and other financial expense, net

Interest rate swaps 0.5 ( 4.1 ) Interest and other financial expense, net

Total $ ( 4.1 ) $ ( 3.3 ) $ ( 0.1 ) $ 0.8

Cross currency and interest rate swaps are designated as cash flow hedges of principal and interest payments related to our Term-Loans, which mature in September 2028.

In the next twelve months, approximately $ 1.2 million recognized in AOCI related to cash flow hedges will be reclassified to the Condensed Consolidated Statement of Operations.

6 unchanged sentences

Net periodic defined benefit pension costs include the following:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

15 unchanged sentences

Balance at March 31, 2025 ( 76.8 ) 9.3 ( 1.4 ) ( 68.9 )

Other comprehensive income (loss) before reclassifications ( 3.0 ) ( 3.6 ) — ( 6.6 )

Income tax effects before reclassifications 0.4 0.5 — 0.9

Amounts reclassified from AOCI — 0.2 — 0.2

Income tax effects on reclassifications — ( 0.1 ) — ( 0.1 )

Currency translation AOCI — 1.0 ( 0.1 ) 0.9

Balance at June 30, 2025 $ ( 79.4 ) $ 7.3 $ ( 1.5 ) $ ( 73.6 )

Balance at January 1, 2024 $ ( 55.1 ) $ 16.1 $ ( 0.9 ) $ ( 39.9 )

Other comprehensive loss before reclassifications ( 6.3 ) ( 0.4 ) 0.2 ( 6.5 )

Other comprehensive income (loss) before reclassifications ( 6.3 ) ( 0.4 ) 0.2 ( 6.5 )

Income tax effects before reclassifications ( 0.1 ) 0.1 ( 0.1 ) ( 0.1 )

3 unchanged sentences

Balance at March 31, 2024 ( 61.5 ) 15.6 ( 0.8 ) ( 46.7 )

Other comprehensive income/(loss) before reclassifications ( 7.8 ) ( 1.4 ) — ( 9.2 )

Income tax effects before reclassifications ( 0.5 ) 0.5 0.1 0.1

Amounts reclassified from AOCI — 0.4 — 0.4

Income tax effects on reclassifications — ( 0.2 ) — ( 0.2 )

Currency translation AOCI — ( 0.5 ) — ( 0.5 )

Balance at June 30, 2024 $ ( 69.8 ) $ 14.4 $ ( 0.7 ) $ ( 56.1 )

Earnings Per Share

2 unchanged sentences

The following table reflects the income and share data used in the basic and diluted EPS computations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions, except share and per share data)

5 unchanged sentences

Diluted EPS $ 0.16 $ 0.35 $ 0.32 $ 0.80

Notes to the Condensed Consolidated Financial Statements—(continued)

The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate.

4 unchanged sentences

Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.

The income tax expense for the three months ended March 31, 2025 and 2024 were $ 8.9 million and $ 13.5 million, respectively.

Notes to the Condensed Consolidated Financial Statements—(continued)

The income tax expense for the three months ended June 30, 2025 and 2024 were $ 4.6 million and $ 9.1 million, respectively.

Income tax expense for the six months ended June 30, 2025 and 2024 was $ 13.5 million and $ 22.6 million, respectively.

Our effective income tax rates were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Effective income tax rates 35.4 % 31.0 % 44.3 % 32.5 %

The change in our effective tax rate for the three and three months ended March 31, 2025 as compared to the three and three months ended March 31, 2024 was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.

The change in our effective tax rate for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily driven by valuation allowances for tax losses.

Commitments and Contingencies

6 unchanged sentences

The Company has pledged the majority of its assets (amongst others shares in affiliates, bank accounts and receivables) within the different regions in which it operates excluding China as collateral under its debt agreements.

As of March 31, 2025, the Company had guarantees totaling $ 24.3 million issued by various financial institutions.

As of June 30, 2025, the Company had guarantees totaling $ 36.7 million issued by various financial institutions.

Financial Information by Segment

10 unchanged sentences

We define Adjusted EBITDA as Income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as restructuring expenses, legal settlements gains, etc.) plus Earnings in affiliated companies, net of tax.

The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the three months ended March 31, 2025 and 2024 are as follows:

The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.

Segment operating results for the three months ended June 30, 2025 and 2024 are as follows:

Rubber Specialty Corporate Total

2 unchanged sentences

Cost of Sales 242.5 125.5 — 368.0

Gross Profit 58.1 40.0 — 98.1

Selling, general and administrative expenses 34.2 23.2 0.3 57.7

Other segment items 3.3 4.8 0.5 8.6

Income (loss) from operations 17.4 14.4 ( 0.6 ) 31.2

Equity in earnings of affiliated companies, net of tax 0.6 — — 0.6

LTIP and other non-operating charges 1.0 2.3 0.8 4.1

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 19.0 13.0 — 32.0

Adjusted EBITDA $ 48.9 $ 19.9 $ — $ 68.8

Capital expenditures 16.8 25.4 — 42.2

Net sales from external customers $ 311.5 $ 165.5 $ — $ 477.0

Cost of Sales 241.2 126.0 — 367.2

Selling, general and administrative expenses 39.2 20.9 0.2 60.3

Other segment items 3.8 4.1 — 7.9

Equity in earnings of affiliated companies, net of tax 0.2 — — 0.2

LTIP and other non-operating charges 1.5 1.3 0.2 3.0

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 18.1 12.2 — 30.3

Adjusted EBITDA $ 47.1 $ 28.0 $ — $ 75.1

Assets $ 1,105.4 $ 732.6 $ 130.2 $ 1,968.2

Capital expenditures 26.1 28.6 — 54.7

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the six months ended June 30, 2025 and 2024 are as follows:

Rubber Specialty Corporate Total

(In millions)

Net sales from external customers $ 625.3 $ 318.8 $ — $ 944.1

Cost of Sales 501.4 246.2 — 747.6

Gross Profit 80.5 41.7 — 122.2

Selling, general and administrative expenses 70.3 45.2 0.6 116.1

Other segment items 7.9 8.4 0.8 17.1

Income (loss) from operations 38.4 14.6 ( 0.2 ) 52.8

Equity in earnings of affiliated companies, net of tax 1.1 — — 1.1

LTIP and other non-operating charges 2.8 2.9 1.4 7.1

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 40.1 23.4 — 63.5

Adjusted EBITDA $ 89.7 $ 45.3 $ — $ 135.0

Assets $ 1,130.3 $ 765.5 $ 129.1 $ 2,024.9

Capital expenditures 30.9 40.5 — 71.4

Net sales from external customers $ 643.5 $ 336.4 $ — $ 979.9

Cost of Sales 492.7 255.2 — 747.9

Selling, general and administrative expenses 77.6 43.8 0.4 121.8

Other segment items 7.5 8.3 — 15.8

Equity in earnings of affiliated companies, net of tax 0.3 — — 0.3

LTIP and other non-operating charges 3.7 2.4 0.4 6.5

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 34.8 24.4 — 59.2

5 unchanged sentences

A reconciliation of Income before earnings in affiliated companies and income taxes to Adjusted EBITDA for each of the periods presented is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

6 unchanged sentences

LTIP and other non-operating charges include the following:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In millions)

3 unchanged sentences

Subsequent Events

Cash Flows Hedge—Subsequent March 31, 2025 , to hedge the variable interest rate Euro-denominated term loan, on April 25, 2025, the Company entered into two interest rate swaps aggregating to € 200.0 million.

The fixed interest rates vary between 1.925 % and 1.928 % as compared to the floating rate, which is based on SOFR.

The interest rate swaps will expire on September 25, 2028 in line with the maturity of the Term-Loan.

Enactment of Tax Legislation— In July 2025, the “ One Beautiful Bill ” was enacted, introducing changes to U.S.

federal tax law, including modifications to bonus depreciation, R&D amortization and interest expense limitations.

The Company is evaluating the impact of this legislation, but we do not expect it to have a material effect on the current year’s tax provision.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

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.

What changed 10-Q

Item 1. Financial Statements