What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-01 compared with 2025-04-30 · 134 added, 81 removed, 143 unchanged (60% of the section changed)

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• the trade policy dynamics between the U.S.

and other countries where the Company does business, in particular China, as reflected in recently escalated tariff impositions and associated countermeasures, as well as the potential for U.S.-China supply chain decoupling;

and other countries where the Company does business, in particular China, as reflected in tariff impositions and associated countermeasures, as well as the potential for U.S.-China supply chain decoupling;

• fluctuations in foreign currency exchange rates;

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• disruptions in, or breaches of, our information technology systems.

Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed in this section and elsewhere in this report, including under the section entitled “Risk Factors” in

our Annual Report on Form 10-K for the year ended December 31, 2024 (the Annual Report) and our other reports filed with the SEC, any of which could cause actual results to differ materially from historical results or anticipated results.

Our forward-looking statements are expressly qualified by these cautionary statements, which you should consider carefully, along with the risks discussed in this section and elsewhere in this report in addition to the section entitled “Risk Factors” in our

Annual Report on Form 10-K for the year ended December 31, 2024 (the Annual Report) and our other reports filed with the SEC, any of which could cause actual results to differ materially from historical results or anticipated results.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

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Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on our portfolio and commercial activities, optimizing our global capacity to meet customer demand and driving innovation.

As a market-driven organization, we are focused on capitalizing on growth opportunities in several different end markets.

This includes the automotive industry, where there are market opportunities resulting from the increasing electrification of vehicles, and in the expanding use of ADAS.

As a market-driven organization, we are focused on capitalizing on growth opportunities in multiple end markets.

This includes the automotive industry, where there are market opportunities resulting from the continuing trends in vehicle electrification, and ADAS adoption.

Other opportunities are driven by the advancement of communication systems in aerospace and defense, the growth of next-generation smartphones in the portable electronics industry, and the continued expansion of renewable energy.

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We have also taken specific cost improvement actions in recent quarters that have and will benefit our performance.

These actions include optimizing our manufacturing footprint, divesting non-core product lines and reducing manufacturing and corporate employees.

These actions include optimizing our manufacturing footprint,and reducing manufacturing and corporate employees.

We continue to review and re-align our manufacturing and engineering footprint in an effort to maintain a leading competitive position globally and to support our customers’ growth initiatives.

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This outlook is supported by our participation in a number of growth markets and by our competitive positions in these markets.

The fastest growing market opportunity is expected to be EV/HEV where third-party analysis projects that the market will increase at a compound annual growth rate of between 10% and 15% over the next several years.

Within the EV/HEV market, we believe our advanced battery cell pads and ceramic substrates provide multiple content opportunities to capitalize on this growth.

Other markets with good growth opportunities include ADAS, aerospace and defense, portable electronics and renewable energy.

The markets where we see growth opportunities include EV/HEV, ADAS, aerospace and defense, portable electronics, renewable energy, and industrial.

Executive Summary

The following synopsis and factors should be considered when reviewing our results of operations, financial position and liquidity:

• In the first quarter of 2025 as compared to the first quarter of 2024, our net sales decreased approximately 10.7% to $ 190.5 million, our gross margin decreased approximately 210 basis points to 29.9% from 32.0%, and we had an operating margin of 0.2% compared to an operating margin of 5.5%, a decrease of approximately 570 basis points.

• We recognized restructuring charges of $ 5.9 million for the three months ended March 31, 2025 primarily related to our announced intent to wind down our manufacturing operations for our AES operating segment in our Evergem, Belgium facility, along with a reduction of our global workforce .

• In the second quarter of 2025 as compared to the second quarter of 2024, our net sales decreased approximately 5.3% to $202.8 million, our gross margin decreased approximately 250 basis points to 31.6% from 34.1%, and we had an operating loss of 33.3% compared to an operating margin of 5.3%.

• We recognized impairment charges of $71.8 million in the second quarter of 2025 related to our curamik ® reporting unit within our AES operating segment.

• We recognized restructuring charges of $4.3 million in the second quarter of 2025 due to our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility and the reduction of our global workforce.

• We repurchased 0.4 million shares of our capital stock for $28.1 million in the second quarter of 2025.

Results of Operations

The following table sets forth, for the periods indicated, selected operations data expressed as a percentage of net sales:

Three Months Ended

March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net sales 100.0 % 100.0 % 100.0 % 100.0 %

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Net Sales and Gross Margin

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net sales $ 202.8 $ 214.2 $ 393.3 $ 427.6

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Percentage of net sales 31.6 % 34.1 % 30.8 % 33.0 %

Net sales decreased by 10.7% in the first quarter of 2025 compared to the first quarter of 2024.

Net sales decreased by 5.3% in the second quarter of 2025 compared to the second quarter of 2024.

Our AES and EMS operating segments each had net sales decreases of 5.6%.

The decrease in net sales was primarily due to lower net sales in the EV/HEV and wireless infrastructure markets, partially offset by higher net sales in the industrial, aerospace and defense and ADAS markets.

We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands.

We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.

Net sales decreased by 8.0% in the first six months of 2025 compared to the first six months of 2024.

Our AES and EMS operating segments had net sales decreases of 10.3% and 4.7%, respectively.

The decrease in net sales was primarily due to lower net sales in the EV/HEV and wireless infrastructure markets.

We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to softer end market demand.

The decrease in net sales was primarily due to lower net sales in the EV/HEV and wireless infrastructure markets, partially offset by higher net sales in the ADAS and aerospace and defense markets.

We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands.

We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.

Gross margin as a percentage of net sales decreased approximately 210 basis points to 29.9% in the first quarter of 2025 compared to 32.0% in the first quarter of 2024.

Gross margin in the first quarter of 2025 declined due to lower volumes and unfavorable mix.

Gross margin as a percentage of net sales decreased approximately 250 basis points to 31.6% in the second quarter of 2025 compared to 34.1% in the second quarter of 2024.

Gross margin in the second quarter of 2025 declined due to the utilization headwinds caused by lower volumes and unfavorable mix.

Gross margin as a percentage of net sales decreased approximately 220 basis points to 30.8% in the first six months of 2025 compared to 33.0% in the first six months of 2024.

Gross margin in the first six months of 2025 declined due to utilization headwinds caused by lower volumes and unfavorable mix.

Selling, General and Administrative Expenses

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Selling, general and administrative expenses $ 48.5 $ 50.9 $ 93.0 $ 98.4

Percentage of net sales 23.9 % 23.7 % 23.7 % 22.9 %

SG&A expenses decreased 6.3% in the first quarter of 2025 from the first quarter of 2024, primarily due to a $3.4 million decrease in compensation and benefits expense and a $1.0 million decrease in professional services expenses, partially offset by a $1.0 million increase in fixed asset depreciation and software cost amortization expense.

SG&A expenses decreased 4.7% in the second quarter of 2025 from the second quarter of 2024, primarily due to a $2.7 million decrease in compensation and benefits expense and a $1.9 million decrease in professional services expenses, partially offset by a $1.8 million increase in fixed asset depreciation and software cost amortization expense.

SG&A expenses decreased 5.5% in the first six months of 2025 compared to the first six months of 2024, primarily due to a $6.1 million decrease in compensation and benefits expense and a $2.9 million decrease in professional services expenses, partially offset by a $2.8 million increase in fixed asset depreciation and software cost amortization expense.

Research and Development Expenses

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Research and development expenses $ 7.0 $ 9.5 $ 14.1 $ 18.4

Percentage of net sales 3.5 % 4.4 % 3.6 % 4.3 %

R&D expenses decreased 20.2% in the first quarter of 2025 from the first quarter of 2024 due to a $0.8 million decrease in compensation and benefits expense and a $0.5 million decrease in trial costs.

R&D expenses decreased 26.3% in the second quarter of 2025 from the second quarter of 2024 due to a $1.2 million decrease in R&D trials and a $1.0 million decrease in compensation and benefits expense.

R&D expenses decreased 23.4% in the first six months of 2025 compared to the first six months of 2024, primarily due to a $1.8 million decrease in compensation and benefits expense and a $1.7 million decrease in R&D trials.

The decrease in compensation and benefits expense was largely driven by the cost savings from our exit from our Burlington, Massachusetts Innovation Center facility.

Restructuring and Impairment Charges

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Restructuring and impairment charges $ 76.1 $ 1.4 $ 82.0 $ 1.5

We incurred restructuring charges of $5.9 million in the three months ended March 31, 2025 related to our announced intent to wind down our manufacturing operations for our AES operating segment in our Evergem, Belgium facility, along with a reduction of our global workforce.

Other operating (income) expense, net $ (0.1) $ — $ (0.3) $ —

We incurred impairment charges of $71.8 million in the three and six months ended June 30, 2025, related to our curamik ® reporting unit within our AES operating segment.

For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.

We incurred restructuring charges of $4.3 million and $10.2 million in the three and six months ended June 30, 2025, respectively, due to our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility and our global reduction in workforce.

We incurred restructuring charges of $1.4 million and $1.5 million in the three and six months ended June 30, 2024, respectively, primarily related to our exit from our Burlington, Massachusetts Innovation Center facility and our wind down of manufacturing operations for our AES operating segment in our Evergem, Belgium facility.

For additional information, refer to “Note 13 – Supplemental Financial Information” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Equity Income in Unconsolidated Joint Ventures

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Equity income in unconsolidated joint ventures $ — $ 0.5 $ — $ 0.8

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Other Income (Expense), Net

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Other income (expense), net $ (2.2) $ 0.3 $ (3.8) $ 0.7

Other income (expense), net decreased to expense of $1.6 million in the first quarter of 2025 from income of $0.4 million in the first quarter of 2024.

The decrease was due to unfavorable year-over-year changes in impacts from our foreign currency transactions.

Other income (expense), net decreased to expense of $2.2 million in the second quarter of 2025 from income of $0.3 million in the second quarter of 2024.

The decrease was due to $2.3 million of unfavorable year-over-year changes in impacts from our foreign currency transactions.

Other income (expense), net decreased to expense of $3.8 million in the first six months of 2025 from income of $0.7 million in the first six months of 2024.

The decrease was due to $4.1 million of unfavorable year-over-year changes in impacts from our foreign currency transactions.

Interest Income (Expense), Net

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Interest income (expense), net $ 0.4 $ (0.2) $ 0.7 $ (1.0)

Interest income (expense), net, was $0.3 million of income in the first quarter of 2025 compared to $0.8 million of expense in the first quarter of 2024.

Interest income (expense), net, was $0.4 million of income in the second quarter of 2025 compared to $0.2 million of expense in the second quarter of 2024.

The year-over-year change was due to higher income on interest-bearing cash accounts.

Interest income (expense), net, was $0.7 million of income in the first six months of 2025 compared to $1.0 million of expense in the first six months of 2024.

The year-over-year change was due to a lower weighted-average outstanding balance for our borrowings under our revolving credit facility and higher income on interest-bearing cash accounts.

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Income tax (benefit) expense $ 4.3 $ 3.8 $ 4.1 $ 7.6

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statutory federal income tax rate.

Our effective tax rate was 12.5% in the first quarter of 2025.

During the first quarter of 2025, we incurred a loss before income taxes of $1.6 million, which, when taxed at the 21% U.S.

statutory federal income tax rate, resulted in an immaterial tax benefit,

partially offset by insignificant tax adjustments that caused the effective tax rate to differ from the statutory rate.

During the first quarter of 2024, our effective tax rate was 32.8%.

During the first quarter of 2024, our effective tax rate was unfavorably impacted primarily by the write-off of deferred tax assets related to stock compensation.

We had a negative tax rate of 6.2% in the second quarter of 2025 due to tax expense on a pre-tax book loss.

Our income tax expense for the second quarter of 2025 of $4.3 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized.

Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik ® for which no tax benefit is available.

During the second quarter of 2024, our effective tax rate was 31.9%.

During the second quarter of 2024, our effective tax rate was unfavorably impacted primarily by the mix of income in higher tax jurisdictions.

We had a negative tax rate of 5.8% for the six months ended June 30, 2025 due to tax expense on a pre-tax book loss.

Our income tax expense for the six months ended June 30, 2025 of $4.1 million was comprised primarily of an increase in the valuation allowance attributable to loss jurisdictions in which no tax benefit is anticipated to be realized.

Our effective tax rate was also unfavorably impacted by the $67.3 million goodwill impairment in curamik ® for which no tax benefit is available.

For the first six months of 2024, the Company’s effective tax rate on its income before income taxes was 32.3%.

The effective rate for the first six months of 2024 was unfavorably impacted by primarily (i) the write-off of deferred tax assets related to stock compensation and, (ii) the mix of income in higher tax rate jurisdictions.

Operating Segment Net Sales and Gross Margin

Advanced Electronics Solutions

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net sales $ 109.0 $ 115.5 $ 213.2 $ 237.6

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Percentage of net sales 28.3 % 31.2 % 28.1 % 29.8 %

AES net sales decreased by 14.7% in the first quarter of 2025 compared to the first quarter of 2024.

The decrease in net sales over the first quarter of 2024 was primarily driven by lower net sales in the EV/HEV, wireless infrastructure and industrial markets.

We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to softer end market demand.

AES net sales decreased by 5.6% in the second quarter of 2025 compared to the second quarter of 2024.

The decrease in net sales over the second quarter of 2024 was primarily driven by lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the aerospace and defense and ADAS markets.

We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands.

We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.

Our AES operating segment gross margin in the first quarter of 2025 declined primarily due to significantly lower volumes and unfavorable mix.

As a percentage of net sales, gross margin in the first quarter of 2025 was 27.9% as compared to 28.4% in the first quarter of 2024.

AES net sales decreased by 10.3% in the first six months of 2025 compared to the first six months of 2024.

The decrease in net sales over the first six months of 2024 was primarily driven by lower net sales in the wireless infrastructure and EV/HEV markets, partially offset by higher net sales in the ADAS and aerospace and defense markets.

We experienced lower EV/HEV net sales as customers continued to manage inventory levels and adjusted to changing regional demands.

We experienced lower wireless infrastructure net sales as a program for a key customer was launched and completed in 2024.

Our AES operating segment gross margin in the second quarter of 2025 declined primarily due to utilization headwinds caused by significantly lower volumes and non-routine charges for various inventory reserves.

As a percentage of net sales, gross margin in the second quarter of 2025 was 28.3% as compared to 31.2% in the second quarter of 2024.

Our AES operating segment gross margin in the first six months of 2025 declined primarily due to utilization headwinds caused by significantly lower volumes and unfavorable mix.

As a percentage of net sales, gross margin in the first six months of 2025 was 28.1% as compared to 29.8% in the first six months of 2024.

Elastomeric Material Solutions

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net sales $ 89.4 $ 94.7 $ 172.0 $ 180.4

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Percentage of net sales 35.2 % 37.7 % 33.8 % 37.1 %

EMS net sales decreased by 3.6% in the first quarter of 2025 compared to the first quarter of 2024.

The decrease in net sales over the first quarter of 2024 was primarily driven by lower net sales in the EV/HEV and aerospace and defense markets.

Our EMS operating segment gross margin in the first quarter of 2025 declined due to unfavorable mix and utilization headwinds caused by lower volumes.

As a percentage of net sales, gross margin in the first quarter of 2025 was 32.3% as compared to 36.5% in the first quarter of 2024.

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

EMS net sales decreased by 5.6% in the second quarter of 2025 compared to the second quarter of 2024.

The decrease in net sales over the second quarter of 2024 was primarily driven by lower net sales in the EV/HEV market, partially offset by higher net sales in general industrial market.

EMS net sales decreased by 4.7% in the first six months of 2025 compared to the first six months of 2024.

The decrease in net sales over the first six months of 2024 was primarily driven by lower net sales in the EV/HEV and aerospace and defense markets, partially offset by higher net sales in the general industrial market.

Our EMS operating segment gross margin in the second quarter of 2025 declined due to unfavorable mix and utilization headwinds caused by lower volumes.

As a percentage of net sales, gross margin in the second quarter of 2025 was 35.2% as compared to 37.7% in the second quarter of 2024.

Our EMS operating segment gross margin in the first six months of 2025 declined due to unfavorable mix and utilization headwinds caused by lower volumes.

As a percentage of net sales, gross margin in the first six months of 2025 was 33.8% as compared to 37.1% in the first six months of 2024.

Three Months Ended Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net sales $ 4.4 $ 4.0 $ 8.1 $ 9.6

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Percentage of net sales 36.4 % 35.0 % 34.6 % 37.5 %

Net sales in this segment decreased by 33.9% in the first quarter of 2025 from the first quarter of 2024.

Our Other operating segment gross margin in the first quarter of 2025 declined due to lower volume.

As a percentage of net sales, gross margin in the first quarter of 2025 was 32.4%, an approximately 690 basis point decrease as compared to 39.3% in the first quarter of 2024.

Net sales in this segment increased by 10.0% in the second quarter of 2025 from the second quarter of 2024.

Our Other operating segment gross margin in the second quarter of 2025 increased due to higher volumes.

As a percentage of net sales, gross margin in the second quarter of 2025 was 36.4%, an approximately 140 basis point increase as compared to 35.0% in the second quarter of 2024.

Net sales in this segment decreased by 15.6% in the first six months of 2025 from the first six months of 2024.

Our Other operating segment gross margin in the six months of 2025 declined due to lower volumes.

As a percentage of net sales, gross margin in the six months of 2025 was 34.6%, an approximately 290 basis point decrease as compared to 37.5% in the second quarter of 2024.

Liquidity, Capital Resources and Financial Position

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The following table illustrates the location of our cash and cash equivalents by our three major geographic areas:

(Dollars in millions) March 31, 2025 December 31, 2024

(Dollars in millions) June 30, 2025 December 31, 2024

$ 69.7 $ 84.7

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Approximately $87.5 million of our cash and cash equivalents were held by non-U.S.

subsidiaries as of March 31, 2025.

We did not make any changes in the three months ended March 31, 2025 to our position on the permanent reinvestment of our earnings from foreign operations.

subsidiaries as of June 30, 2025.

We did not make any changes in the six months ended June 30, 2025 to our position on the permanent reinvestment of our earnings from foreign operations.

With the exception of certain of our Chinese subsidiaries, where a substantial portion of our Asia cash and cash equivalents are held, we continue to assert that historical foreign earnings are indefinitely reinvested.

(Dollars in millions) March 31, 2025 December 31, 2024

(Dollars in millions) June 30, 2025 December 31, 2024

Key Financial Position Accounts:

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Inventories, net $ 151.2 $ 142.3

Changes in key financial position accounts and other significant changes in our statements of financial position from December 31, 2024 to March 31, 2025 were as follows:

• Cash and cash equivalents were $175.6 million as compared to $159.8 million as of December 31, 2024, an increase of $15.8 million, or 9.9%.

This increase was primarily due to the $13.4 million of proceeds from the sale of our Price Road facility and our cash flows provided by operations, partially offset by $9.6 million in capital expenditures, and $1.2 million in tax payments related to net share settlement of equity awards.

• Accounts receivable, net increased 2.9% to $139.2 million as of March 31, 2025 from $135.3 million as of December 31, 2024.

The increase from year-end was primarily due to higher net sales at the end of the first quarter of 2025 compared to at the end of 2024.

• Inventories, net increased 0.5% to $143.0 million as of March 31, 2025, from $142.3 million as of December 31, 2024, primarily driven by higher levels of raw material and work-in-process inventory, mostly offset by a lower level of finished goods inventory.

Three Months Ended

(Dollars in millions) March 31, 2025 March 31, 2024

Changes in key financial position accounts and other significant changes in our statements of financial position from December 31, 2024 to June 30, 2025 were as follows:

• Cash and cash equivalents were $157.2 million as compared to $159.8 million as of December 31, 2024, a decrease of $2.6 million, or 1.6%.

This decrease was primarily due to $28.1 million of share repurchases, $17.7 million in capital expenditures, and $1.4 million in tax payments related to net share settlement of equity awards, partially offset by $13.4 million of proceeds from the sale of our Price Road facility and our cash flows provided by operations.

• Accounts receivable, net increased 4.7% to $141.6 million as of June 30, 2025 from $135.3 million as of December 31, 2024.

The increase from year-end was primarily due to higher net sales at the end of the second quarter of 2025 compared to at the end of 2024.

• Inventories, net increased 6.3% to $151.2 million as of June 30, 2025, from $142.3 million as of December 31, 2024, primarily driven by higher levels of raw material and work-in-process inventory, mostly offset by a lower level of finished goods inventory.

Six Months Ended

(Dollars in millions) June 30, 2025 June 30, 2024

Key Cash Flow Measures:

Net cash provided by operating activities $ 25.4 $ 51.0

Net cash provided by (used in) investing activities $ 3.9 $ (9.4)

Net cash used in investing activities $ (3.4) $ (23.5)

Net cash used in financing activities $ (29.6) $ (38.4)

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If our total net leverage ratio exceeds 2.75 to 1.00, we may nonetheless make up to $20.0 million in restricted payments, including cash dividends, during the fiscal year, provided that no default or event of default has occurred and is continuing or would result from the payments.

Our total net leverage ratio did not exceed 2.75 to 1.00 as of March 31, 2025.

Our total net leverage ratio did not exceed 2.75 to 1.00 as of June 30, 2025.

Contingencies

During the first quarter of 2025, we did not become aware of any material developments related to environmental matters disclosed in our Annual Report, our asbestos litigation or other material contingencies previously disclosed or incur any material costs or capital expenditures related to such matters.

During the second quarter of 2025, we did not become aware of any material developments related to environmental matters disclosed in our Annual Report, our asbestos litigation or other material contingencies previously disclosed or incur any material costs or capital expenditures related to such matters.

Refer to “Note 9 – Commitments and Contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q for further discussion of these contingencies.

Critical Accounting Policies

There were no material changes in our critical accounting policies during the first quarter of 2025.

Goodwill and Indefinite-Lived Other Intangible Assets

Goodwill and indefinite-lived other intangible assets are evaluated for impairment annually, and between annual impairment assessments if events or changes in circumstances indicate the carrying value may be impaired, by first performing a qualitative assessment to determine whether a quantitative goodwill impairment assessment is necessary.

If it is determined, based on qualitative factors, that the fair value of the reporting unit may be more likely than not less than its carrying value or if significant changes to macro-economic factors related to the reporting unit have occurred that could materially impact fair value, a quantitative goodwill impairment assessment would be required.

We can elect to forgo the qualitative assessment and perform a quantitative assessment.

The quantitative assessment compares the fair value of a reporting unit with its carrying value.

The application of the quantitative assessment requires significant judgment, including the assignment of assets and liabilities to reporting units and determination of the fair value of each reporting unit.

In recent years, management's annual goodwill impairment assessments have been qualitative assessments for all reporting units.

During the second quarter of 2025, changing market competition and supply dynamics impacted our curamik ® reporting unit, which resulted in reduced demand forecasts for short and mid-term net sales and gross margin for the reporting unit, creating a triggering event that required an interim quantitative impairment assessment.

The interim quantitative assessment resulted in the recognition of non-cash impairment charges to our curamik ® reporting unit’s goodwill and indefinite-lived other intangible asset of $67.3 million and $4.5 million, respectively, which represent full impairments of each.

The quantitative goodwill and indefinite-lived other intangible asset impairment assessment performed over the curamik ® reporting unit consisted of a fair value calculation which combined an income approach and a market approach, weighted at 50% each, which was then compared with the reporting unit’s carrying value.

The income approach uses the discounted cash flow method, which is based on the present value of future cash flows through a multi-year discounted cash flow analysis.

The market approach uses the guideline public company method, which is based on market data using comparable publicly traded company multiples of EBITDA for a group of benchmark companies.From a market participant perspective, considerable weight would be placed on the income approach value because it relies directly on our reporting unit’s forecasted operating results and market-derived rates of return.

Similarly, considerable weight would be placed on the market approach because it reflects current market pricing and earnings.

Therefore, equal weight was given to the income approach and market approach, since both methods are reasonable methods to use for valuing our reporting units and neither method is more reliable than the other for these circumstances.

Determination of fair value is subjective and requires the use of significant estimates and assumptions, including financial projections for net sales, gross margin and operating margin, discount rates, terminal growth rates, future market conditions, and market multiples, among others.

Changes in factors and assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the time at which such impairments are recognized.

We assessed the assumptions used in the quantitative impairment assessment to be reasonable and consistent with assumptions that would have been used by other market participants.

For additional information, refer to “Note 6 – Goodwill and Other Intangible Assets.”

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our exposure to market risk during the first quarter of 2025.

There have been no material changes in our exposure to market risk during the second quarter of 2025.

For discussion of our exposure to market risk, refer to “Item 7A.

1 unchanged sentence

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 2. Management’s Discussion and Analysis