← Back to ESI filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Element Solutions Inc · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
This Management's Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in this Quarterly Report, and the Consolidated Financial Statements, related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations section and other disclosures contained in our 2025 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements as a result of several factors, including, but not limited to, those discussed in "Forward-Looking Statements” of this Quarterly Report, and in Part I, Item 1A, "Risk Factors" of our 2025 Annual Report.
Overview
Our Business
Element Solutions, incorporated in Delaware in January 2014, is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy. Our product innovation and product extensions are expected to continue to drive sales growth in both new and existing markets while expanding margins through a consistent focus on increasing customer value propositions.
We believe the majority of our businesses hold strong positions in the high-growth markets we serve. Our extensive global teams of specially trained scientists and engineers develop our solutions, and our expert sales and service organizations ensure our customers' needs are met every day. Our customer-centric innovation means we develop technologies to meet the identified needs of our supply chains. We solve our customers' existing and emerging problems through technical service and innovation. We believe that our customers place significant value on the consistency and quality of our brands, on which we capitalize through significant market share, customer loyalty and supply chain access. In addition, operational risks and switching costs make it difficult for our customers to change suppliers which allows us to retain customers and maintain our market positions.
Our customers rely on our innovation to develop new products of their own, so our capabilities help them keep up in fast-paced, high-growth markets. To that end, we draw upon our broad and longstanding intellectual property portfolio and technical expertise, while working closely with both customers and OEMs on an ongoing basis, to develop proprietary solutions tailored to their manufacturing needs. We leverage these close relationships to win qualifications and specifications into their supply chains as well as to identify opportunities for new products; all of which provide potential additional revenue streams.
Our strategy is based on a balance of operational excellence and prudent capital allocation. Our operating teams focus on the strong execution of customer-led product development, superior technical sales support and continuous supply chain optimization. Our senior leadership aims to foster an environment of accountability and success for our operating teams while also evaluating and executing on high-return capital allocation opportunities that can drive compounding of long-term intrinsic value per share.
Our Operations
Our operations are organized into two segments: Electronics and Specialties, which are each described below:
Electronics – Our Electronics segment researches, formulates and sells specialty chemicals and material process technologies for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. In high-performance datacenters, mobile communications, computers, automobiles and aerospace equipment, its products are an integral part of the electronics manufacturing process and the functionality of end-products. The segment's "wet chemistries" for metallization, surface treatments and solderable finishes form the physical circuitry pathways and its "assembly materials," such as SMT, pastes, fluxes and adhesives, join those pathways together.
21
Electronics provides solutions through the following businesses:
Assembly Solutions As a global supplier of SMT, fluxes, thermal management materials, coatings and other attachment materials, we develop high-performing innovative materials that are used to assemble consumer electronics from circuit boards, discrete electronic components, connectors and integrated circuit substrates. We believe our growth in this business will be driven by the increasing use of electronics in consumer, automotive, telecommunications, memory, medical, aerospace and other markets.
Circuitry Solutions As a global supplier of chemical formulations to the electronics industry, we design and manufacture proprietary "wet" chemical processes and materials used by our customers to manufacture printed circuit boards and memory storage devices. Our product portfolio is focused on specialized consumable chemical processes and materials, such as circuit formation, primary metallization, electroplate, surface finishes and flexible/formable films. We believe our growth in this business will be driven by demand in wireless mobile devices, internet infrastructure, high performance computing, and the increasing use of electronics in automobiles.
Micromax As a global supplier of conductive, resistive and dielectric thick film pastes for passive components, low temperature co-fired ceramics (LTCC) for multilayer circuit integration, and electronics inks for printed electronics, we provide high-reliability microcircuit solutions for a variety of high-cost-of-failure applications. We believe our growth in this business will be driven by increased passive component density in datacenter and automotive electronics, as well as demand for more advanced radar and communication solutions and health & safety technologies.
Semiconductor Solutions As a global supplier to the semiconductor industry, we provide advanced copper interconnects, die attachment, sintered silver material, adhesives, wafer bump processes and photomask technologies to our customers for integrated circuit fabrication and semiconductor packaging. We believe our growth in this business will be driven by advanced electronics packaging, necessary to meet the growing needs of high performance computing, artificial intelligence, the internet of things, next-generation wireless communications and the increasing content and complexity of electronics in automotive applications.
Specialties – Our Specialties segment researches, formulates and sells specialty chemicals and material process technologies that enable or enhance the performance of high value products across diverse sectors from automotive to energy infrastructure to semiconductors and satellites. Its products include chemical systems that protect and decorate metal and plastic surfaces, chemistries used in water-based hydraulic control fluids for offshore energy production and rare or high-purity gases and advanced materials used in semiconductor fabrication, satellite systems, electrical transmission infrastructure and other end-markets.
Specialties provides solutions through the following businesses:
Industrial Solutions As a global supplier of industrial metal and plastic finishing chemistries, we primarily design and manufacture chemical systems that protect and decorate surfaces. Our high-performance functional coatings improve resistance to wear and tear, such as chrome plating of shock absorbers for cars, or provide corrosion resistance for appliance parts. Our decorative performance coatings apply finishes for parts in various end markets, such as automotive interiors or jewelry surfaces. Our industrial customer base is highly diverse and includes customers in the following end markets: appliances and electronics equipment; automotive parts; industrial parts; plumbing goods; construction equipment and transportation equipment. In this business, we also sell certain water-treatment solutions and lubricants used in similar end-markets. We believe our growth in this industry will be primarily driven by increased worldwide automobile production with elevated fashion elements and higher content per vehicle as well as general economic growth.
EFC As a global supplier of high purity electronic gases, rare gases and advanced materials, we provide specialized solutions, including tailored gas recovery, filling and recycling systems, to a range of fast-growing and highly complex industries, including semiconductor manufacturing, aerospace and electrical infrastructure. We believe our growth in this business will be driven by gas molecule qualifications at semiconductor fabricators, growth in satellite launches and increased investment in domestic electrical transmission infrastructure.
Energy Solutions As a global supplier of specialized fluids to the offshore energy industry, we produce water-based hydraulic control fluids for major oil and gas companies and drilling contractors to be used in offshore deep-water production and drilling applications. We believe our growth in this business will be driven by continued capital expenditures in energy exploration and production.
22
Recent Developments
Solstice Transaction - On July 6, 2026, we and Solstice entered into an Agreement and Plan of Merger (the "Merger Agreement") for the acquisition of us by Solstice, subject to regulatory approvals and closing conditions. Upon completion of the merger, each of our issued and outstanding shares of our common stock, except for treasury shares and certain other exceptions, will be exchanged for (i) 0.5 shares of Solstice common stock and (ii) $10.00 in cash, without interest, plus cash in lieu of any fractional shares. The proposed transaction is expected to close in the first half of 2027 and is subject to customary closing conditions and regulatory approvals.
A more detailed summary of the Merger Agreement is set forth in our current report on Form 8-K filed on July 6, 2026 under Item 1.01 Entry into a Material Definitive Agreement, which summary is incorporated herein by reference.
The description of the Merger Agreement contained herein and the summary do not purport to be complete and are qualified in
their entirety by reference to the full text of the Merger Agreement, a copy of which is included herewith as Exhibit 2.1.
Recent Accounting Pronouncements
Our recent accounting pronouncements have not changed materially from the summary disclosed in Note 3, Recent Accounting Pronouncements, to the Consolidated Financial Statements included in our 2025 Annual Report.
Non-GAAP Financial Measures
To supplement our financial results presented in accordance with GAAP in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we present certain non-GAAP financial measures, such as operating results on a constant currency and organic basis, Adjusted EBITDA and Adjusted EBITDA margin. Management internally reviews these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to our business. We believe these non-GAAP financial measures, which are each further described below, provide investors with an additional perspective on trends and underlying operating results on a period-to-period comparable basis. We also believe that investors find this information helpful in understanding the ongoing performance of our operations separate from items that may have a disproportionate positive or negative impact on our financial results in any particular period or are considered to be associated with our capital structure.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information that we report in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in our financial statements and may not be completely comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the definitions and reconciliations of these non-GAAP financial measures to their most comparable GAAP financial measures included in this Quarterly Report and not to rely on any single financial measure to evaluate our business.
Constant Currency
We disclose certain financial measures and Adjusted EBITDA on a constant currency basis by adjusting results to exclude the impact of changes due to the translation of foreign currencies of our international locations into U.S. dollars. Management believes this non-GAAP financial information facilitates period-to-period comparison in the analysis of trends in business performance, thereby providing valuable supplemental information regarding our results of operations, consistent with how we internally evaluate our financial results.
The impact of foreign currency translation is calculated by converting our current-period local currency financial results into U.S. dollars using the prior period's exchange rates and comparing these adjusted amounts to our prior period reported results. The difference between actual growth rates and constant currency growth rates represents the estimated impact of foreign currency translation.
23
Organic Net Sales Growth
Organic net sales growth is defined as net sales excluding the impact of foreign currency translation, changes due to the pass-through pricing of certain metals and acquisitions and/or divestitures, as applicable. Management believes this non-GAAP financial measure provides investors with a more complete understanding of the underlying net sales trends by providing comparable net sales over differing periods on a consistent basis.
For a reconciliation of GAAP net sales growth to organic net sales growth, see "Net Sales" within the "Results of Operations" section below.
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA as EBITDA, excluding the impact of additional items included in GAAP earnings which we believe are not representative or indicative of our ongoing business or are considered to be associated with our capital structure. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales excluding the value of certain pass-through metals in the Electronics segment. Adjusted EBITDA margin excludes the impact of certain pass-through metals in the Electronics segment as we believe the fluctuations in these metal prices do not reflect underlying operating results. Management believes Adjusted EBITDA and Adjusted EBITDA margin provide investors with a more complete understanding of the long-term profitability trends of our business and facilitates comparisons of our profitability to prior and future periods.
For a reconciliation of "Net income" to Adjusted EBITDA and more information about the adjustments made, see Note 12, Segment Information, to the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report.
24
Results of Operations
Three and six months ended June 30, 2026 compared to three and six months ended June 30, 2025
Three Months Ended % Change Six Months Ended % Change
June 30, June 30,
(dollars in millions) 2026 2025 Reported Constant Currency Organic 2026 2025 Reported Constant Currency Organic
Net sales $ 977.9 $ 625.2 56% 55% 15% $ 1,817.9 $ 1,218.9 49% 46% 13%
Cost of sales 643.9 358.8 79% 78% 1,161.2 702.0 65% 63%
Gross profit 334.0 266.4 25% 24% 656.7 516.9 27% 25%
Gross margin 34.2 % 42.6 % (840) bps (850) bps 36.1% 42.4% (630) bps (630) bps
Operating expenses 220.3 172.1 28% 27% 431.6 345.2 25% 23%
Operating profit 113.7 94.3 21% 19% 225.1 171.7 31% 28%
Operating margin 11.6 % 15.1 % (350)bps (350)bps 12.4% 14.1% (170)bps (180)bps
Other (expense) income, net (6.6) (31.0) (79) % (35.3) 7.4 (nm)
Income tax expense (29.8) (15.8) 88% (56.5) (33.6) 68%
Net income $ 77.3 $ 47.5 63% $ 133.3 $ 145.5 (8)%
Net income margin 7.9 % 7.6 % 30bps 7.3% 11.9% (460)bps
Adjusted EBITDA $ 183.5 $ 136.0 35% 33% $345.8 $264.4 31% 27%
Adjusted EBITDA margin 27.8% 26.6% 120bps 27.8% 26.3% 150bps
(nm) Calculation not meaningful.
25
Net Sales
Net sales in the second quarter of 2026 increased 56% on a reported basis and 15% on an organic basis. Electronics' consolidated results were positively impacted by $107 million of pass-through metals pricing and $129 million of acquisitions and Specialties' consolidated results were positively impacted by $16.1 million of acquisitions.
The following table reconciles GAAP net sales growth to organic net sales growth:
Three Months Ended % Change
June 30,
(dollars in millions) 2026 2025 Reported Net Sales Growth Impact of Currency Pass-Through Metals Pricing Acquisitions Organic Net Sales Growth
Electronics:
Assembly Solutions $ 369.0 $ 221.0 67% 0% (49)% —% 18%
Circuitry Solutions 154.1 130.9 18% (2)% —% —% 15%
Micromax 128.6 — 100% —% —% (100)% —%
Semiconductor Solutions 115.3 87.5 32% (1)% —% —% 31%
Total 767.0 439.4 75% (1)% (24)% (29)% 20%
Specialties:
Industrial Solutions 171.7 163.5 5% (2)% —% —% 3%
EFC 16.1 — 100% —% —% (100)% —%
Energy Solutions 23.1 22.3 4% (3)% —% —% 1%
Total 210.9 185.8 14% (2)% —% (9)% 3%
Total $ 977.9 $ 625.2 56% (1)% (17)% (23)% 15%
NOTE: Totals may not sum due to rounding.
Electronics' net sales in the second quarter of 2026 increased 75% on a reported basis and 20% on an organic basis. Net sales from pass-through metals were $317 million and $113 million for the three months ended June 30, 2026 and 2025, respectively.
•Assembly Solutions: net sales increased 67% on a reported basis and 18% on an organic basis. Pass-through metals pricing had a positive impact of 49% on reported net sales. Foreign exchange had an immaterial impact on reported net sales. The increase in organic net sales was driven by volume increases across several product categories in Asia, including continued strength in preform materials for datacenter applications.
•Circuitry Solutions: net sales increased 18% on a reported basis and 15% on an organic basis. Foreign exchange had a positive impact of 2% on reported net sales. The increase in organic net sales was primarily due to continued AI and data center investment driving demand for metallization solutions.
•Micromax: The Company completed the Micromax Acquisition on February 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Semiconductor Solutions: net sales increased 32% on a reported basis and 31% on an organic basis. Foreign exchange had a positive impact of 1% on reported net sales. The increase in organic net sales was primarily due to increased demand in Asia for plating solutions for advanced packaging and inflation on precious metals content within these products, as well as growth in power electronics.
Specialties' net sales in the second quarter of 2026 increased 14% on a reported basis and 3% on an organic basis.
•Industrial Solutions: net sales increased 5% on a reported basis and 3% on an organic basis. Foreign exchange had a positive impact of 2% on reported net sales. Organic growth was driven by pricing actions and improved volume of both functional and decorative plating chemistry in Europe.
26
•EFC: The Company completed the EFC Acquisition on January 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Energy Solutions: net sales increased 4% on a reported basis and 1% on an organic basis. Foreign exchange had a positive impact of 3% on reported net sales. The increase in organic net sales was primarily due to pricing actions partially offset by lower volumes.
Year to date, net sales increased 49% on a reported basis and 13% on an organic basis. Electronics' consolidated results were positively impacted by $209 million of pass-through metals pricing and $193 million of acquisitions and Specialties' consolidated results were positively impacted by $10.5 million of acquisitions net of divestitures.
The following table reconciles GAAP net sales growth to organic net sales growth:
Six Months Ended % Change
June 30,
(dollars in millions) 2026 2025 Reported Net Sales Growth Impact of Currency Pass-Through Metals Pricing Acquisitions & Divestitures Organic Net Sales Growth
Electronics:
Assembly Solutions $ 694.5 $ 415.1 67% (2)% (50)% —% 15%
Circuitry Solutions 299.7 251.0 19% (3)% —% —% 16%
Micromax 193.4 — 100% —% —% (100)% —%
Semiconductor Solutions 212.9 167.6 27% (2)% —% —% 25%
Total 1,400.5 833.7 68% (2)% (25)% (23)% 17%
Specialties:
Industrial Solutions 337.7 320.7 5% (4)% —% —% 2%
EFC 34.7 — 100% —% —% (100)% —%
Graphics Solutions — 24.2 (100)% —% —% 100% —%
Energy Solutions 45.0 40.3 12% (4)% —% —% 7%
Total 417.4 385.2 8% (3)% —% (3)% 2%
Total $ 1,817.9 $ 1,218.9 49% (3)% (17)% (17)% 13%
NOTE: Totals may not sum due to rounding.
Year to date, Electronics' net sales increased 68% on a reported basis and 17% on an organic basis. Net sales from pass-through metals were $573 million and $215 million for the six months ended June 30, 2026 and 2025, respectively.
•Assembly Solutions: net sales increased 67% on a reported basis and 15% on an organic basis. Pass-through metals pricing had a positive impact of 50% on reported net sales. Foreign exchange had a positive impact of 2% on reported net sales. The increase in organic net sales was driven by volume increases across several product categories in Asia highlighted by growth in engineered preform materials for datacenter applications.
•Circuitry Solutions: net sales increased 19% on a reported basis and 16% on an organic basis. Foreign exchange had a positive impact of 3% on reported net sales. The increase in organic net sales was primarily due to continued AI and data center investment driving demand for metallization solutions.
•Micromax: The Company completed the Micromax Acquisition on February 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Semiconductor Solutions: net sales increased 27% on a reported basis and 25% on an organic basis. Foreign exchange had a positive impact of 2% on reported net sales. The increase in organic net sales was primarily due to increased demand in Asia for plating solutions for advanced packaging and inflation on precious metals content within these products, as well as growth in power electronics.
27
Year to date, Specialties' net sales increased 8% on a reported basis and 2% on an organic basis.
•Industrial Solutions: net sales increased 5% on a reported basis and 2% on an organic basis. Foreign exchange had a positive impact of 4% on reported net sales. Organic growth was driven by pricing actions and improved volume of both functional and decorative plating chemistry in Europe.
•EFC: The Company completed the EFC Acquisition on January 2, 2026. See Note 2, Acquisitions, to the unaudited Condensed Consolidated Financial Statements for further information.
•Energy Solutions: net sales increased 12% on a reported basis and 7% on an organic basis. Foreign exchange had a positive impact of 4% on reported net sales. The increase in organic net sales was primarily due to pricing actions and an increase in production volumes from competitive wins.
Gross Profit
Three Months Ended % Change Six Months Ended % Change
June 30, June 30,
(dollars in millions) 2026 2025 Reported Constant Currency 2026 2025 Reported Constant Currency
Gross profit
Electronics $ 236.4 $ 179.4 32% 31% $ 465.1 $ 340.4 37% 35%
Specialties 97.6 87.0 12% 10% 191.6 176.5 9% 5%
Total $ 334.0 $ 266.4 25% 24% $ 656.7 $ 516.9 27% 25%
Gross margin
Electronics 30.8 % 40.8 % (1,000) bps 33.2 % 40.8 % (760) bps
Specialties 46.3 % 46.9 % (60) bps 45.9 % 45.8 % 10 bps
Total 34.2 % 42.6 % (840) bps 36.1 % 42.4 % (630) bps
Electronics' gross profit in the second quarter of 2026 increased by 32% on a reported basis and 31% on a constant currency basis. The Micromax Acquisition had a positive impact of 18% on constant currency gross profit which includes $33.4 million of gross profit less an inventory step-up from purchase accounting of $1.4 million. The constant currency increase in gross profit dollars was primarily driven by broad-based organic volume growth across the Electronics businesses. Gross profit margins excluding net sales from pass-through metals decreased 240 basis points when compared to the second quarter of 2025. The decrease in gross margin excluding the impact of pass-through metals was primarily due to negative mix from lower margin precious metals-based product revenue.
Specialties' gross profit in the second quarter of 2026 increased by 12% on a reported basis and 10% on a constant currency basis. The EFC Acquisition had a positive impact of 7% on constant currency gross profit which includes $7.0 million of gross profit less an inventory step-up from purchase accounting of $0.7 million. Softer underlying gross margin improvement was primarily driven by raw material inflation.
Year to date, Electronics' gross profit increased by 37% on a reported basis and 35% on a constant currency basis. The Micromax Acquisition had a positive impact of 13% on constant currency gross profit which includes $47.0 million of gross profit less an inventory step-up from purchase accounting of $2.8 million. The constant currency increase in gross profit dollars was primarily driven by broad-based organic volume growth across the Electronics businesses. Gross profit margins excluding net sales from pass-through metals improved 120 bps when compared to the prior year period. The increase in gross margin excluding the impact of pass-through metals was primarily due to positive mix from higher value product sales within the portfolio, including the Micromax products.
Year to date, Specialties' gross profit increased by 9% on a reported basis and 5% on a constant currency basis. The EFC Acquisition had a positive impact of 7% on constant currency gross profit which includes $14.8 million of gross profit less an inventory step-up from purchase accounting of $2.6 million. The MGS Transaction had a negative impact of $8.8 million, or 5%, on constant currency gross profit. Underlying gross margin improvement was primarily driven by growth in the higher margin Energy Solutions business.
28
Operating Expenses
Three Months Ended % Change Six Months Ended % Change
June 30, June 30,
(dollars in millions) 2026 2025 Reported Constant Currency 2026 2025 Reported Constant Currency
Selling, technical, general and administrative $ 200.8 $ 155.9 29% 28% $ 391.9 $ 313.1 25% 23%
Research and development 19.5 16.2 20% 19% 39.7 32.1 24% 22%
Total $ 220.3 $ 172.1 28% 27% $ 431.6 $ 345.2 25% 23%
Operating expenses in the second quarter of 2026 increased 28% on a reported basis and 27% on a constant currency basis. The constant currency increase was primarily driven by $10.3 million of operating expenses related to businesses acquired in the first quarter of 2026 ($6.4 million from the Micromax Acquisition and $3.9 million from the EFC Acquisition), higher incentive compensation costs due to increased expectations for strong full year financial results, $5.7 million of higher non-recurring acquisition and integration costs and a $3.4 million increase in the fair value of the contingent consideration associated with the EFC Acquisition in the second quarter of 2026.
Year to date, operating expenses increased 25% on a reported basis and 23% on a constant currency basis. The constant currency increase was primarily driven by $20.6 million of operating expenses related to businesses acquired in the first quarter of 2026 ($12.0 million from the Micromax Acquisition and $8.6 million from the EFC Acquisition), higher incentive compensation costs due to increased expectations for strong full year financial results, $16.0 million of higher non-recurring acquisition and integration costs and a $9.3 million increase in the fair value of the contingent consideration associated with the EFC Acquisition in 2026; partially offset by $4.5 million of lower operating expenses due to the sale of MacDermid Graphics Solutions in the first quarter of 2025.
Other (Expense) Income
Three Months Ended Six Months Ended
June 30, June 30,
(dollars in millions) 2026 2025 2026 2025
Other (expense) income
Interest expense, net $ (24.0) $ (12.9) $ (45.5) $ (27.2)
Foreign exchange gains (losses) 6.7 (17.1) 5.8 (23.4)
Other income (expense), net 10.7 4.5 4.4 (8.6)
(Loss) gain on divestitures — (5.5) — 66.6
Total $ (6.6) $ (31.0) $ (35.3) $ 7.4
Interest expense, net
For the three and six months ended June 30, 2026 and 2025, interest expense, net increased $11.1 million and $18.3 million, respectively, primarily due to a higher outstanding term loan principal balance and lower interest income when compared to the prior year period as well as interest expense due to borrowings under the Company's revolving credit facility in 2026.
Foreign exchange gains (losses)
For the three and six months ended June 30, 2026 and 2025, the fluctuations in foreign exchange gains (losses) were primarily driven by the remeasurement of intercompany loans.
Other income (expense), net
For the three months ended June 30, 2026, other income, net included $9.9 million of net gains associated with metals derivative contracts ($1.9 million of realized and $8.0 million of unrealized gains) and $0.8 million of charges due to highly inflationary accounting for our operations in Turkey. For the three months ended June 30, 2025, other income, net included
29
$1.4 million of net gains associated with metals derivative contracts ($2.5 million of realized losses and $3.9 million of unrealized gains) and $0.9 million of charges due to highly inflationary accounting for our operations in Turkey.
For the six months ended June 30, 2026, other income, net included $4.7 million of net gains associated with metals derivative contracts ($25.0 million of realized losses and $29.7 million of unrealized gains) and $1.4 million of charges due to highly inflationary accounting for our operations in Turkey. For the six months ended June 30, 2025, other expense, net included $9.7 million of net losses associated with metals derivative contracts ($2.9 million of realized and $6.9 million of unrealized losses), $2.1 million of charges due to highly inflationary accounting for our operations in Turkey and $1.8 million of debt extinguishment costs related to the partial prepayment of our term loans B-3.
The metal derivative contracts primarily relate to inventory associated with pass-through metals pricing in our Assembly Solutions business and are intended to mitigate the impact on "Gross profit" associated with fixed price agreements with our customers or commodity price movement after inventory is purchased. See Note 7, Financial Instruments, to the unaudited Condensed Consolidated Financial Statements for further discussion of these derivative instruments.
(Loss) gain on divestitures
In the first quarter of 2025, we completed the sale of our flexographic printing plate business, MacDermid Graphics Solutions, resulting in a gain of $70.9 million. In the second quarter of 2025, we recognized a loss on sale of $4.3 million for other immaterial divestiture activity.
Income Tax
The Company's quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, which includes the impact of foreign withholding tax accruals and uncertain tax positions, adjusted for discrete items, within the periods presented. The comparison of the Company's income tax provision between periods can be significantly impacted by the level and mix of earnings, losses by tax jurisdiction and discrete items.
For the three months ended June 30, 2026, the Company recognized income tax expense of $29.8 million as compared to $15.8 million in the same period for 2025. Income tax expense for the three months ended June 30, 2026, includes a U.S. benefit related to claiming foreign tax credits, a recurring benefit from a U.S. tax deduction related to foreign-derived deduction eligible income (commonly referred to as FDDEI), an expense related to net Controlled Foreign Corporation tested income (commonly referred to as NCTI), and the impact of changes to the level and mix of earnings.
For the six months ended June 30, 2026, the Company recognized income tax expense of $56.5 million as compared to $33.6 million in the same period for 2025. Income tax expense for the six months ended June 30, 2026, includes a U.S. benefit related to claiming foreign tax credits, a recurring benefit from a U.S. tax deduction related to FDDEI partially offset with foreign tax credit valuation allowances of $6.4 million NCTI, and the impact of changes to the level and mix of earnings. The foreign tax credit valuation allowance was required after taking into account the impacts on projected future taxable income from the EFC and Micromax Acquisitions, including significant tax-basis amortization of acquired intangible property and increased interest expense from the Add-on Term Loans.
Income tax expense for the three and six months ended June 30, 2025, included a continued U.S. benefit related to claiming foreign tax credits and a benefit from a U.S. tax deduction related to foreign-derived intangible income (commonly referred to as FDII), partially offset by a $7.7 million multi-year tax settlement and the impact of changes to the level and mix of earnings.
On February 28, 2025, the Company completed the MGS Transaction and realized a gain on sale of $70.9 million as of March 31, 2025. This transaction resulted in a nominal tax impact which reduced the effective tax rate primarily due to the realization of a deferred tax asset and an offsetting release of a valuation allowance.
See Note 10, Income Taxes, to the unaudited Condensed Consolidated Financial Statements for further information.
30
Segment Adjusted EBITDA Performance
Three Months Ended % Change Six Months Ended % Change
June 30, June 30,
(dollars in millions) 2026 2025 Reported Constant Currency 2026 2025 Reported Constant Currency
Net income:
Total $ 77.3 $ 47.5 63% $ 133.3 $ 145.5 (8)%
Adjusted EBITDA:
Electronics $ 141.5 $ 96.5 47% 44% $ 260.6 $ 185.4 41% 37%
Specialties 42.0 39.5 7% 4% 85.2 79.0 8% 4%
Total $ 183.5 $ 136.0 35% 33% $ 345.8 $ 264.4 31% 27%
Net income margin:
Total 7.9 % 7.6 % 30 bps 7.3 % 11.9 % (460) bps
Adjusted EBITDA margin:
Electronics 31.5 % 29.6 % 190bps 31.5 % 29.9 % 160bps
Specialties 19.9 % 21.2 % (130)bps 20.4 % 20.5 % (10)bps
Total 27.8 % 26.6 % 120bps 27.8 % 26.3 % 150bps
For the three months ended June 30, 2026, Electronics' Adjusted EBITDA increased 47% on a reported basis and 44% on a constant currency basis. The Micromax Acquisition had a positive impact of $30.0 million, or 31%, on constant currency Adjusted EBITDA. The remaining constant currency increase was primarily driven by the broad-based increase in sales across all businesses.
For the three months ended June 30, 2026, Specialties' Adjusted EBITDA increased 7% on a reported basis and 4% on a constant currency basis. The EFC Acquisition had a positive impact of $3.8 million, or 10%, on constant currency Adjusted EBITDA. The remaining constant currency decrease was primarily driven by increased raw material inflation within the Energy Solutions business.
For the six months ended June 30, 2026, Electronics' Adjusted EBITDA increased 41% on a reported basis and 37% on a constant currency basis. The Micromax Acquisition had a positive impact of $40.2 million, or 22%, on constant currency Adjusted EBITDA. The remaining constant currency increase was primarily driven by the broad-based increase in sales across all businesses.
For the six months ended June 30, 2026, Specialties' Adjusted EBITDA increased 8% on a reported basis and 4% on a constant currency basis. The EFC Acquisition had a positive impact of $7.5 million, or 10%, on constant currency Adjusted EBITDA. The MGS Transaction had a negative impact of $5.3 million, or 7%, on constant currency Adjusted EBITDA. The remaining constant currency increase was primarily driven by growth from the Energy Solutions business.
Liquidity and Capital Resources
Our primary sources of liquidity during the six months ended June 30, 2026 were the proceeds from the Add-on Term Loans, our revolving credit facility and available cash generated from operations. Our primary uses of cash and cash equivalents were to fund the Micromax Acquisition, the EFC Acquisition and operations, including working capital and capital expenditures and pay cash dividends. Our first significant debt principal payment of approximately $800 million is related to the maturity of our 3.875% USD Notes due 2028. In the second quarter of 2026, we paid a cash dividend of 8 cents per share. We currently expect to continue to pay a cash dividend on a quarterly basis; however, the actual declaration of any cash dividends as well as their amounts and timing, will be subject to the final determination of our Board of Directors based on factors including our future earnings and cash flow generation.
31
For the full year 2026, we expect our capital expenditures to be approximately $100 million. We believe that our cash and cash equivalents and cash generated from operations, supplemented by our availability under our lines of credit, including our revolving credit facility under the Credit Agreement, will be sufficient to meet our working capital needs, interest payments, capital expenditures, potential dividend payments and other business requirements for at least the next twelve months. However, working capital cycles and/or future repurchases of our common stock and/or acquisitions may require additional funding, which may include future debt and/or equity offerings. Our long-term liquidity may be influenced by our ability to borrow additional funds, manage interest rates, renegotiate existing debt and/or raise new equity or debt under terms that are favorable to us.
We may from time to time seek to repurchase our equity and/or to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, applicable restrictions under our various financing arrangements and other factors.
During the six months ended June 30, 2026, approximately 77% of our net sales were generated from non-U.S. operations, and we expect a large portion of our net sales to continue to be generated outside of the U.S. As a result, our foreign subsidiaries will likely continue to generate a substantial portion of our cash. We manage our worldwide cash requirements with available funds generated by the many subsidiaries through which we conduct business. We expect to continue to have cost efficient access to those funds on a global basis. We may transfer cash from certain international subsidiaries to the U.S. and/or other international subsidiaries when we believe it is cost effective to do so. Of our $190 million of cash and cash equivalents at June 30, 2026, $170 million was held by our foreign subsidiaries.
The following is a summary of our cash flows (used in) provided by operating, investing, and financing activities during the periods indicated:
Six Months Ended
June 30,
(dollars in millions) 2026 2025
Cash provided by operating activities $ 33.0 $ 98.6
Cash (used in) provided by investing activities $ (918.7) $ 323.1
Cash provided by (used in) financing activities $ 450.4 $ (266.0)
Operating Activities
The decrease in net cash flows provided by operating activities of $65.6 million was primarily driven by higher investment in working capital from rising metals prices partially offset by higher cash operating profits (net income adjusted for non-cash items), including higher earnings as a result of the Micromax Acquisition and the EFC Acquisition.
Investing Activities
During the six months ended June 30, 2026, we paid $494 million in connection with the Micromax Acquisition and $367 million in connection with the EFC Acquisition and paid approximately $24.3 million in higher capital expenditures due to several large projects, including the initial build out for Kuprion capacity and plant consolidation projects. During the six months ended June 30, 2025, we received cash proceeds of $326 million from divestitures, primarily related to the closing of the MGS Transaction.
Financing Activities
During the six months ended June 30, 2026, we received cash proceeds of $449 million from the Add-on Term Loans and $50.0 million in net borrowings from the revolving credit facility. In addition, we paid $39.8 million of cash dividends on shares of our common stock. During the six months ended June 30, 2025, we prepaid $200 million of our term loans B-3. In addition, we paid $39.1 million of cash dividends on shares of our common stock, $19.4 million in aggregate for the repurchase of shares of our common stock under our stock repurchase program and $4.8 million for shares of our common stock withheld to satisfy the tax withholding requirements related to the vesting of RSUs included in "Other, net."
32
Financial Borrowings
Credit Facilities and Senior Notes
At June 30, 2026, we had $2.12 billion of indebtedness, net of unamortized discounts and debt issuance costs of $13.6 million, which was comprised of:
•$1.28 billion of term debt arrangements outstanding under our term loans;
•$800 million of 3.875% USD Notes due 2028; and
•$50.0 million outstanding under our revolving credit facility.
Availability under our revolving credit facility and various lines of credit and overdraft facilities totaled $469 million at June 30, 2026 (net of $6.9 million of stand-by letters of credit which reduce our borrowing capacity).
Covenants
At June 30, 2026, we were in compliance with the debt covenants contained in the Credit Agreement and the indenture governing our 3.875% USD Notes due 2028.