Orion S.A 8-K/A, filed Nov 5, 2021
Orion S.A. (OEC)
8-K/A
2021-11-05
For: 2021-11-04
View Original
Added on
April 06, 2026
About this 8-K/A
Orion S.A filed this 8-K/A on November 5, 2021, reporting on events of November 4, 2021.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(IRS Employer Identification No.) |
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(Registrant’s telephone number, including area code)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Explanatory Note
This Amendment to the Form 8-K filed on November 4, 2021 (the “Original Report”) corrects an inadvertent error in the signature page of the Original Report. This Current Report on Form 8-K/A does not amend the Original Report in any other way.
| Item 2.02 | Results of Operations and Financial Conditions. |
On November 4, 2021, Orion Engineered Carbons S.A. issued a press release announcing its third quarter 2021 earnings, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein. The press release includes the dial-in information for the earnings call to take place on November 5, 2021.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Orion Engineered Carbons S.A. dated November 4, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Orion Engineered Carbons S.A. |
||||
| By: | /s/ Bob Hrivnak | |||
| Name: | Bob Hrivnak | |||
| Title: | Interim Chief Financial Officer | |||
Date: November 5, 2021
ORION
ENGINEERED CARBONS S.A.
| Exhibit 99.1 |
INVESTOR
CONTACT:
Wendy Wilson
Investor Relations
+1
281-974-0155 | |||||||
Orion
Engineered Carbons S.A. Announces
Third
Quarter Financial Results
HOUSTON—Nov.
4, 2021—Orion Engineered Carbons S.A. (NYSE: OEC), a global supplier of specialty and high-performance carbon black, today
announced financial results for the third quarter of 2021.
Third
Quarter 2021 Highlights
•Reinstated
dividend at a level that enhances shareholder returns without impeding continued investments aimed at driving growth in differentiated
applications and raising Orion’s long-term earnings potential
•Continued
strong performance in our Specialty business, despite disruptions to the global economy
•Advanced
key investments: U.S. emissions controls, Ravenna expansion, and initiated construction of second plant in China, positioning the
company for growth from increased demand for carbon black in the rapidly expanding Asia-Pacific region
•Refinanced
term debt with 7-year, sustainability-linked Term Loan B — among the first by a public corporate issuer in the U.S.
•Approximately
two-thirds of 2022 EMEA and Americas Rubber business volumes contracted — at higher pricing to recover additional costs and to finance
ongoing investments
•Net
sales of $393.1 million, up $111.1 million, year over year
•Net
income of $21.0 million, up $12.0 million, year over year
•Basic
EPS of $0.35, up $0.20, year over year
•Adjusted
EPS1
of $0.45, up $0.11, year over year
•Adjusted
EBITDA1
of $66.4 million,
up $11.4 million, year over year
1
The reconciliations of Non-GAAP measures to the respective most comparable GAAP measures are provided in the section titled Reconciliation
of Non-GAAP Financial Measures
below.
"The
Orion team delivered a solid third quarter—in line with our expectations, with Adjusted EBITDA up 21% percent, year-on-year, despite
slightly weaker demand conditions than in the first half of 2021. The team advanced several key projects and turnarounds in the quarter.
Notably, we started up the air emissions controls in Ivanhoe.
While we expect
to manage through typical start-up challenges in the early months of operation, we are very pleased with what we have accomplished thus
far. We also successfully concluded negotiations with several of our customers. We have approximately two-thirds of our Americas and EMEA
Rubber volume under contract for 2022 with new agreements at higher pricing, reflecting cost trends and on-going investments,” said
Corning Painter, chief executive officer.
Mr.
Painter continued, “I am also proud of the team that successfully completed the refinancing of our existing term debt via a sustainability-linked
term loan that was well received by investors both in Europe and the U.S. Finally, from a capital allocation
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ENGINEERED CARBONS S.A.
perspective,
with the recent reinstatement of our dividend, we are well positioned to resume returning cash to shareholders while also comfortably
advancing investments focused on capturing growth in differentiated applications, driving sustainability, safely executing our final two
air emissions up-grades in the U.S., and positioning the company to generate substantial discretionary cash flow in 2023.”
Third
Quarter 2021 Overview:
| (In millions, except per share data or stated otherwise) | Q3 2021 | Q3 2020 | Y/Y Change |
Y/Y
Change in % |
|||||||||||||||||||||||||
| Volume (kmt) | 236.9 | 237.0 | (0.1) | (0.1)% | |||||||||||||||||||||||||
| Net sales | 393.1 | 282.0 | 111.1 | 39.4% | |||||||||||||||||||||||||
| Income from operations | 40.3 | 24.1 | 16.2 | 66.8% | |||||||||||||||||||||||||
| Net income | 21.0 | 9.0 | 12.0 | 133.5% | |||||||||||||||||||||||||
| Contribution margin | 140.5 | 118.2 | 22.3 | 18.9% | |||||||||||||||||||||||||
| Contribution margin per metric ton | 593.1 | 498.6 | 94.5 | 19.0% | |||||||||||||||||||||||||
|
Adjusted EBITDA
(1) |
66.4 | 55.0 | 11.4 | 20.8% | |||||||||||||||||||||||||
| Basic EPS | 0.35 | 0.15 | 0.20 | 133.3% | |||||||||||||||||||||||||
| Diluted EPS | 0.35 | 0.15 | 0.20 | 133.3% | |||||||||||||||||||||||||
|
Adjusted EPS(1) |
0.45 | 0.34 | 0.11 | 0.32 | |||||||||||||||||||||||||
(1)The
reconciliations of these non-GAAP measures to the respective most comparable GAAP measures are provided in the section titled Reconciliation
of Non-GAAP Financial Measures.
Volumes
decreased by 0.1 kmt, year over year, primarily due to lower volume in the Rubber Carbon Black segment, partially offset by higher demand
in our Specialty Carbon Black segment, across all applications and geographies, primarily driven by global recovery from the COVID-19
induced economic downturn.
Net
sales increased by $111.1 million, or 39.4%, year over year, driven primarily by the impact of passing through higher feedstock costs
and favorable product mix.
Income
from operations increased by $16.2 million, or 66.8%, to $40.3 million, year over year, driven primarily by favorable product mix across
both businesses, the impact of passing through higher feedstock costs, higher co-generation profitability and higher sales volume in our
Specialty Carbon Black segment, partially offset by higher fixed costs.
Net
income increased by $12.0 million, or 133.5%, to $21.0 million, year over year, driven primarily by favorable product mix, higher
sales volume in our Specialty Carbon Black segment, and the impact of passing through higher feedstock costs, partially offset by higher
fixed costs.
Contribution
margin increased by $22.3 million, or 18.9%, to $140.5 million, year over year, primarily due to favorable product mix, the
impact of passing through higher feedstock costs, and higher sales volume in our Specialty Carbon Black segment.
Adjusted
EBITDA increased by $11.4 million, or 20.8%, to $66.4 million, year over year, primarily due to favorable product mix, the impact
of passing through higher feedstock costs and higher sales volume in our Specialty Carbon Black segment, partially offset by higher fixed
costs.
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ENGINEERED CARBONS S.A.
Quarterly
Business Segment Results
| SPECIALTY CARBON BLACK | |||||||||||||||||||||||||||||
| (In millions, unless stated otherwise) | Q3 2021 | Q3 2020 | Y/Y Change | Y/Y Change in % | |||||||||||||||||||||||||
| Volume (kmt) | 63.9 | 58.8 | 5.1 | 8.7% | |||||||||||||||||||||||||
| Net sales | 150.2 | 103.6 | 46.6 | 45.0% | |||||||||||||||||||||||||
| Gross profit | 51.6 | 37.1 | 14.5 | 39.0% | |||||||||||||||||||||||||
| Gross profit per metric ton | 807.5 | 631.6 | 175.9 | 27.9% | |||||||||||||||||||||||||
| Adjusted EBITDA | 39.0 | 26.5 | 12.5 | 47.4% | |||||||||||||||||||||||||
| Adjusted EBITDA/metric ton | 610.7 | 450.5 | 160.2 | 35.6% | |||||||||||||||||||||||||
| Adjusted EBITDA Margin (%) | 26.0% | 25.5% | 50bps | 1.7% | |||||||||||||||||||||||||
Net sales rose
by $46.6 million, or 45.0%, to $150.2 million, year over year, primarily driven by the impact of passing through higher feedstock
costs and favorable product mix.
Specialty
Adjusted EBITDA rose by $12.5 million, or 47.4%, to $39.0 million, year over year, primarily due to higher sales volume and
favorable product mix, partially offset by higher fixed costs. Year over year, Adjusted EBITDA margin rose 50 basis points to 26.0%.
| RUBBER CARBON BLACK | |||||||||||||||||||||||||||||
| (In millions, unless stated otherwise) | Q3 2021 | Q3 2020 | Y/Y Change | Y/Y Change in % | |||||||||||||||||||||||||
| Volume (kmt) | 173.0 | 178.2 | (5.2) | (3.0)% | |||||||||||||||||||||||||
| Net sales | 242.9 | 178.4 | 64.5 | 36.1% | |||||||||||||||||||||||||
| Gross profit | 47.1 | 42.1 | 5.0 | 12.0% | |||||||||||||||||||||||||
| Gross profit per metric ton | 281.6 | 236.0 | 45.6 | 15.4% | |||||||||||||||||||||||||
| Adjusted EBITDA | 27.4 | 28.5 | (1.1) | (4.0)% | |||||||||||||||||||||||||
| Adjusted EBITDA/metric ton | 158.4 | 160.0 | (1.6) | 1.0% | |||||||||||||||||||||||||
| Adjusted EBITDA Margin (%) | 11.3% | 16.0% | (470)bps | (29.5)% | |||||||||||||||||||||||||
Rubber
Carbon Black volumes declined by 5.2 kmt, or 3.0%, year over year, reflecting lower demand.
Net
sales increased by $64.5 million, or 36.1%, to $242.9 million, year over year, primarily due to the impact of passing through
higher feedstock costs, partially offset by lower volume.
Rubber
Adjusted EBITDA declined by $1.1 million, or 4.0%, to $27.4 million, year over year, driven by the impact of passing through
higher feedstock costs and favorable product mix, partially offset by lower volume and higher fixed costs. Adjusted EBITDA margin decreased
470 basis points to 11.3%, year over year.
Balance
Sheet and Cash Flows
As
of September 30, 2021, the company had total liquidity of $337.0 million, including cash and equivalents of $62.3 million, $238.8 million
under our revolving credit facility capacity, including ancillary lines, and $35.9 million of capacity under other available credit lines.
Net debt was $653.5 million and net leverage was 2.32x.
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ENGINEERED CARBONS S.A.
Cash
Flow
Cash
inflows from operating activities amounted to $121.3 million for the nine months ended September 30, 2021, and rose $28.9 million, year
over year, primarily driven by higher net income due to improved operating results and proceeds from settling the longstanding Evonik
dispute, partially offset by higher working capital.
Net
cash used in investing activities was $113.7 million for the nine months ended September 30, 2021, down $6.7 million, year over year,
primarily driven by the timing of EPA-related capital expenditures.
Net
cash used in financing activities of $7.6 million for the nine months ended September 30, 2021, compared to cash provided by financing
activities of $60.9 million in the prior year period, primarily reflects repayments under our senior secured revolving credit facilities.
Our financing activity included refinancing of our term loan and associated costs. Net cash provided by financing during 2020 reflects
management bolstering its cash position to successfully manage through the pandemic in the year ago period.
Outlook
"As
we approach the end of an exceptional year, we are narrowing our Adjusted EBITDA guidance to a range of $265 million to $280 million,
amid dynamic market conditions including supply chain and inflationary pressures, and the delayed start-up of our Ivanhoe plant,”
Mr. Painter concluded.
Conference
Call
As
previously announced, Orion will hold a conference call tomorrow, Friday, November 5, 2021, at 8:30 a.m. (EDT). The dial-in details
for the live conference call are as follow:
| U.S. Toll Free: | 1-877-407-4018 | |||||||||||||
| International: | 1-201-689-8471 | |||||||||||||
A
replay of the conference call may be accessed by phone at the following numbers through November 12, 2021:
| U.S. Toll Free: | 1-844-512-2921 | |||||||||||||
| International: | 1-412-317-6671 | |||||||||||||
| Conference ID: | 13723520 | |||||||||||||
Additionally,
an archived webcast of the conference call will be available on the Investor Relations section of the company’s website at www.orioncarbons.com.
To
learn more about Orion, visit the company’s website at www.orioncarbons.com,
where we regularly post information including notification of events, news, financial performance, investor presentations and webcasts,
non-GAAP reconciliations, SEC filings and other information regarding our company, its businesses and the markets it serves.
About
Orion Engineered Carbons
Orion
Engineered Carbons (NYSE:OEC) is a global supplier of carbon black products including high-performance specialty gas blacks, acetylene
blacks, furnace blacks, lamp blacks, thermal blacks, and other carbon blacks that tint, colorize and
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4 -ORION
ENGINEERED CARBONS S.A.
enhance
the performance of polymers, plastics, paints and coatings, inks and toners, textile fibers, adhesives and sealants, batteries, tires,
and mechanical rubber goods, such as automotive belts and hoses. The company has over 125 years of history providing customized solutions
from a network of 14 global production sites and is dedicated to responsible business practices that emphasize reliability, innovation
and sustainability. For more information, please visit orioncarbons.com.
Forward-Looking
Statements
This
document contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and
business, including those in the “Outlook” and “Quarterly Business Segment Results” sections above. These statements
constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Forward-looking statements are statements of future expectations that are based on management’s current expectations
and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in these statements. Forward-looking statements include, among others, statements concerning
the potential exposure to market risks, statements expressing management’s expectations, beliefs, estimates, forecasts, projections
and assumptions and statements that are not limited to statements of historical or present facts or conditions. Forward-looking statements
are typically identified by words such as “anticipate,” "assume," “assure,” “believe,” “confident,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,”
“outlook,” “probably,” “project,” “will,” “seek,” “target” “to
be,” and other words of similar meaning.
These
forward-looking statements include, without limitation, statements about the following matters: • our strategies for (i) mitigating
the impacts of the global outbreak of the Coronavirus, (ii)
strengthening
our position in specialty carbon blacks and rubber carbon blacks, (iii) increasing our rubber carbon black margins and (iv) strengthening
the competitiveness of our operations; • the ability to pay dividends at historical dividend levels or at all; • cash
flow projections; • the installation of pollution control technology in our U.S. manufacturing facilities pursuant to the EPA
consent decree; • the outcome of any in-progress, pending or possible litigation, arbitration or regulatory proceedings;
and • our expectation that the markets we serve will continue to grow.
All
these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain.
Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual
results to differ materially from those contemplated by such forward-looking statements. These factors include, among others: •
the effects of the COVID-19 pandemic on our business and results of operations; • negative or uncertain worldwide economic conditions;
• volatility and cyclicality in the industries in which we operate; • operational risks inherent in chemicals manufacturing,
including disruptions as a result of severe weather conditions and natural disasters; • our dependence on major customers and
suppliers; • our ability to compete in the industries and markets in which we operate; • our ability to address changes
in the nature of future transportation and mobility concepts which may impact our customers and our business; • our ability
to develop new products and technologies successfully and the availability of substitutes for our products; • our ability to
implement our business strategies; • volatility in the costs and availability of raw materials and energy; • our ability
to respond to changes in feedstock prices and quality; • our ability to realize benefits from investments, joint ventures, acquisitions
or alliances; • our ability to realize benefits from planned plant capacity expansions and site development projects and the
potential delays to such expansions and projects; • information technology systems failures, network disruptions and breaches
of data security; • our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages;
• our ability to recruit or retain key management and personnel; • our exposure to political or country risks inherent
in doing business in some countries; • geopolitical events in the European Union (“EU”), and in particular the ultimate
future relations between the EU and the United Kingdom; • environmental, health and safety regulations, including nanomaterial
and greenhouse gas emissions regulations, and the related costs of maintaining compliance and addressing liabilities; • possible
future investigations and enforcement actions by governmental or supranational agencies; • our operations as a company in the
chemical sector, including the related risks of leaks, fires and toxic releases; • market and regulatory changes that may affect
our ability to sell or otherwise benefit from co-generated energy; • litigation or legal proceedings, including product liability
and environmental claims; • our ability to protect our intellectual property rights and know-how; • our ability to
generate the funds required to service our debt and finance our operations; • fluctuations in foreign currency exchange and
interest rates; • the availability and efficiency of hedging; • changes in international and local economic conditions,
including with regard to the Euro, dislocations in credit and capital markets and inflation or deflation; • potential impairments
or write-offs of certain assets; • required increases in our pension fund contributions; • the adequacy of our insurance
coverage; • changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions;
• challenges to our decisions and assumptions in assessing and complying with our tax obligations; and • potential difficulty
in obtaining or enforcing judgments or bringing legal actions against Orion Engineered Carbons S.A. (a Luxembourg incorporated entity)
in the United States (“U.S.”).
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ENGINEERED CARBONS S.A.
You
should not place undue reliance on forward-looking statements. We present certain financial measures that are not prepared in accordance
with U.S. GAAP and may not be comparable to other similarly titled measures of other companies. These non-U.S. GAAP measures are Contribution
Margin, Contribution Margin per metric ton, Adjusted EBITDA, Adjusted EPS, Net Working Capital and Capital Expenditures. Adjusted EBITDA,
Adjusted EPS, Contribution Margin and Net Working Capital are not measures of performance under U.S. GAAP and should not be considered
in isolation or construed as substitutes for net sales, consolidated profit (loss) for the period, income from operations, gross profit
or other U.S. GAAP measures as an indicator of our operations in accordance with U.S. GAAP. For a reconciliation of these non-U.S. GAAP
financial measures to the most directly comparable U.S. GAAP measures, see table titled Reconciliation
of Non-GAAP to GAAP Financial Measures.
Factors
that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include those
factors detailed under the captions “Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2020 and in Note S, Commitments
and Contingencies.
to our audited
consolidated financial statements regarding contingent liabilities, including litigation. It is not possible for our management to predict
all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake
no obligation to publicly update or revise any forward-looking statement - including those in the “2021 Outlook” and “Quarterly
Business Segment Results” sections above - as a result of new information, future events or other information, other than as required
by applicable law.
Reconciliation
of Non-GAAP Financial Measures
We
present certain financial measures that are not prepared in accordance with U.S. GAAP or the accounting standards of any other jurisdiction
and may not be comparable to other similarly titled measures of other companies. These non-U.S. GAAP measures are - but are not limited
to - Contribution Margin, Contribution Margin per Metric Ton (collectively, “Contribution Margins”), Adjusted EBITDA, Net
Working Capital and Capital Expenditures. We define Contribution Margin as revenue less variable costs (such as raw materials, packaging,
utilities and distribution costs). We define Contribution Margin per Metric Ton as Contribution Margin divided by volume measured in metric
tons. We define Adjusted EBITDA as income from operations before depreciation and amortization, restructuring expenses, consulting fees
related to Company strategy, gain related to legal settlement, share of profit or loss of joint venture and certain other items. Adjusted
EBITDA is defined similarly in the Credit Agreement. Adjusted EBITDA is used by our management to evaluate our operating performance and
make decisions regarding allocation of capital because it excludes the effects of items that have less bearing on the performance of our
underlying core business. We define Net Working Capital as inventories plus current trade receivables minus trade payables. We define
Capital Expenditures as cash paid for the acquisition of intangible assets and property, plant and equipment as shown in the consolidated
financial statements. We also use Segment Adjusted EBITDA Margin, which we define as Adjusted EBITDA for the relevant segment divided
by the revenue for that segment.
We
use Adjusted EBITDA, Contribution Margins and Net Working Capital, as well as Adjusted EBITDA by segment and Segment Adjusted EBITDA Margin,
as internal measures of performance to benchmark and compare performance among our own operations. We use these measures, together with
other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing the performance
of our business. We believe these measures are useful measures of financial performance in addition to consolidated net income for the
period, income from operations and other profitability measures under GAAP because they facilitate operating performance comparisons from
period to period and company to company and, with respect to Contribution Margin, eliminate volatility in feedstock prices. By eliminating
potential differences in results of operations between periods or companies caused by factors such as depreciation and amortization methods,
historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA can
provide a useful additional basis for comparing the current performance of the underlying operations being evaluated. For these reasons,
we believe EBITDA-based measures are often used by the investment community as a means of comparison of companies in our industry. By
deducting variable costs (such as raw materials, packaging, utilities and distribution costs) from revenue, we believe that Contribution
Margins can provide a useful basis for comparing the current performance of the underlying operations being evaluated by indicating the
portion of revenue that is not consumed by these variable costs and therefore contributes to the coverage of all costs and profits.
Different
companies and analysts may calculate measures based on EBITDA, contribution margins and working capital differently, so making comparisons
among companies on this basis should be done carefully. Adjusted EBITDA, Contribution Margins and Net Working Capital are not measures
of performance under GAAP and should not be considered in isolation or construed as substitutes for revenue, consolidated net income for
the period, income from operations, gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP.
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6 -ORION
ENGINEERED CARBONS S.A.
Reconciliation
of Non-GAAP to GAAP Financial Measures
The
following tables present a reconciliation of each of Adjusted EBITDA and Adjusted EPS to the most directly comparable GAAP measure:
| Reconciliation of profit | Third Quarter |
Nine
Months Ended September 30, | |||||||||||||||||||||
| (In thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Net income | $ | 21,012 | $ | 8,997 | $ | 133,608 | $ | 9,250 | |||||||||||||||
| Add back income tax expense | 6,753 | 2,250 | 48,517 | 4,006 | |||||||||||||||||||
| Add back equity in earnings of affiliated companies, net of tax | (143) | (141) | (536) | (426) | |||||||||||||||||||
| Income before earnings in affiliated companies and income taxes | 27,622 | 11,106 | 181,589 | 12,830 | |||||||||||||||||||
| Add back interest and other financial expense, net | 11,456 | 10,768 | 30,366 | 28,656 | |||||||||||||||||||
| Add back reclassification of actuarial losses from AOCI | 1,197 | 2,273 | 3,649 | 7,325 | |||||||||||||||||||
| Income from operations | 40,275 | 24,147 | 215,604 | 48,811 | |||||||||||||||||||
| Add back depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment | 23,810 | 23,999 | 74,610 | 69,721 | |||||||||||||||||||
| EBITDA | 64,085 | 48,146 | 290,214 | 118,532 | |||||||||||||||||||
| Equity in earnings of affiliated companies, net of tax | 143 | 141 | 536 | 426 | |||||||||||||||||||
| Evonik legal settlement: | |||||||||||||||||||||||
| Cash settlement | — | — | (79,499) | — | |||||||||||||||||||
| Release of legal reserve, net | — | — | (3,359) | — | |||||||||||||||||||
| Long term incentive plan | 1,120 | 1,182 | 3,396 | 1,242 | |||||||||||||||||||
| EPA-related expenses | 82 | 1,487 | 2,282 | 5,053 | |||||||||||||||||||
| Extraordinary expense items related to COVID-19 | — | 823 | — | 3,548 | |||||||||||||||||||
| Other adjustments | 986 | 3,223 | 2,512 | 5,283 | |||||||||||||||||||
| Adjusted EBITDA | $ | 66,416 | $ | 55,002 | $ | 216,082 | $ | 134,084 | |||||||||||||||
The
following table reconciles Contribution Margin and Contribution Margin per Metric Ton to gross profit:
| Third Quarter |
Nine
Months Ended September 30, | ||||||||||||||||||||||
| (In millions, unless otherwise indicated) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
|
Net
sales |
$ | 393.1 | $ | 282.0 | $ | 1,154.1 | $ | 820.7 | |||||||||||||||
|
Variable
costs |
252.6 | 163.8 | 712.9 | 496.4 | |||||||||||||||||||
| Contribution Margin | 140.5 | 118.2 | 441.2 | 324.3 | |||||||||||||||||||
| Freight | 23.3 | 17.9 | 69.8 | 48.7 | |||||||||||||||||||
|
Fixed
costs |
(65.1) | (56.9) | (199.7) | (169.7) | |||||||||||||||||||
| Gross profit | $ | 98.7 | $ | 79.2 | $ | 311.3 | $ | 203.3 | |||||||||||||||
| Volume (in kmt) | 236.9 | 237.0 | 741.2 | 629.1 | |||||||||||||||||||
| Contribution margin per metric ton | $ | 593.1 | $ | 498.6 | $ | 595.3 | $ | 515.6 | |||||||||||||||
| Gross profit per metric ton | $ | 416.8 | $ | 334.1 | $ | 420.0 | $ | 323.2 | |||||||||||||||
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7 -ORION
ENGINEERED CARBONS S.A.
| Adjusted EPS | Third Quarter |
Nine
Months Ended September 30, | |||||||||||||||||||||
| (In thousands, except per share amounts) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Net income | $ | 21,012 | $ | 8,997 | $ | 133,608 | $ | 9,250 | |||||||||||||||
| add back long term incentive plan | 1,120 | 1,182 | 3,396 | 1,242 | |||||||||||||||||||
| add back EPA-related expenses | 82 | 1,487 | 2,282 | 5,053 | |||||||||||||||||||
| add back extraordinary expense items related COVID-19 | — | 823 | — | 3,548 | |||||||||||||||||||
| add back other adjustment items | 986 | 3,223 | 2,512 | 5,283 | |||||||||||||||||||
| add back reclassification of actuarial losses from AOCI | 1,197 | 2,273 | 3,649 | 7,325 | |||||||||||||||||||
| add back amortization | 1,974 | 1,958 | 6,011 | 5,646 | |||||||||||||||||||
| less gain related to legal settlement | — | — | (82,858) | — | |||||||||||||||||||
| add back foreign exchange rate impacts | 757 | 5,072 | 5,243 | 12,380 | |||||||||||||||||||
| add back amortization of transaction costs | 2,680 | 530 | 3,756 | 1,531 | |||||||||||||||||||
| Tax effect on add back items at estimated tax rate | (2,639) | (4,964) | 16,803 | (12,601) | |||||||||||||||||||
| Adjusted net income | $ | 27,169 | $ | 20,581 | $ | 94,402 | $ | 38,657 | |||||||||||||||
| Total add back items | $ | 6,157 | $ | 11,584 | $ | (39,206) | $ | 29,407 | |||||||||||||||
| Impact add back items per share | $ | 0.10 | $ | 0.19 | $ | (0.64) | $ | 0.49 | |||||||||||||||
| Earnings per share (basic) | $ | 0.35 | $ | 0.15 | $ | 2.20 | $ | 0.15 | |||||||||||||||
| Adjusted EPS | $ | 0.45 | $ | 0.34 | $ | 1.56 | $ | 0.64 | |||||||||||||||
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8 -ORION
ENGINEERED CARBONS S.A.
Condensed
Consolidated Statements of Operations (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share amounts) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Net sales | $ | 393,066 | $ | 282,036 | $ | 1,154,119 | $ | 820,691 | |||||||||||||||
| Cost of sales | 294,345 | 202,854 | 842,801 | 617,372 | |||||||||||||||||||
| Gross profit | 98,721 | 79,182 | 311,318 | 203,319 | |||||||||||||||||||
| Selling, general and administrative expenses | 52,872 | 43,155 | 160,289 | 126,221 | |||||||||||||||||||
| Research and development costs | 5,677 | 7,352 | 16,379 | 16,757 | |||||||||||||||||||
| Gain related to litigation settlement | — | — | (82,858) | — | |||||||||||||||||||
| Other (income) expenses, net | (103) | 4,528 | 1,904 | 11,530 | |||||||||||||||||||
| Income from operations | 40,275 | 24,147 | 215,604 | 48,811 | |||||||||||||||||||
| Interest and other financial expense, net | 11,456 | 10,768 | 30,366 | 28,656 | |||||||||||||||||||
| Reclassification of actuarial losses from AOCI | 1,197 | 2,273 | 3,649 | 7,325 | |||||||||||||||||||
| Income before earnings in affiliated companies and income taxes | 27,622 | 11,106 | 181,589 | 12,830 | |||||||||||||||||||
| Income tax expense | 6,753 | 2,250 | 48,517 | 4,006 | |||||||||||||||||||
| Equity in earnings of affiliated companies, net of tax | 143 | 141 | 536 | 426 | |||||||||||||||||||
| Net income | $ | 21,012 | $ | 8,997 | $ | 133,608 | $ | 9,250 | |||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | 60,740 | 60,487 | 60,680 | 60,408 | |||||||||||||||||||
| Diluted | 60,840 | 61,259 | 60,756 | 61,296 | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.35 | $ | 0.15 | $ | 2.20 | $ | 0.15 | |||||||||||||||
| Diluted | $ | 0.35 | $ | 0.15 | $ | 2.20 | $ | 0.15 | |||||||||||||||
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9 -ORION
ENGINEERED CARBONS S.A.
Condensed
Consolidated Statements of Financial Position (Unaudited)
| (In thousands, except share amounts) | September 30, 2021 | December 31, 2020 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 62,334 | $ | 64,869 | ||||||||||
| Accounts receivable, net | 300,697 | 234,796 | ||||||||||||
| Other current financial assets | 2,958 | 3,630 | ||||||||||||
| Inventories, net | 192,898 | 141,461 | ||||||||||||
| Income tax receivables | 9,946 | 11,249 | ||||||||||||
| Prepaid expenses and other current assets | 38,065 | 44,451 | ||||||||||||
| Total current assets | 606,898 | 500,456 | ||||||||||||
| Property, plant and equipment, net | 655,185 | 610,530 | ||||||||||||
| Right-of-use assets | 90,516 | 85,639 | ||||||||||||
| Goodwill | 79,716 | 84,480 | ||||||||||||
| Intangible assets, net | 38,794 | 46,772 | ||||||||||||
| Investment in equity method affiliates | 5,252 | 5,637 | ||||||||||||
| Deferred income tax assets | 59,317 | 52,563 | ||||||||||||
| Other financial assets | 712 | 761 | ||||||||||||
| Other assets | 2,536 | 2,955 | ||||||||||||
| Total non-current assets | 932,028 | 889,337 | ||||||||||||
| Total assets | $ | 1,538,926 | $ | 1,389,793 | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | 150,152 | $ | 131,250 | ||||||||||
| Current portion of long term debt and other financial liabilities | 70,597 | 82,618 | ||||||||||||
| Current portion of employee benefit plan obligation | 1,055 | 1,118 | ||||||||||||
| Accrued liabilities | 49,662 | 49,176 | ||||||||||||
| Income taxes payable | 51,559 | 23,906 | ||||||||||||
| Other current liabilities | 41,210 | 36,677 | ||||||||||||
| Total current liabilities | 364,235 | 324,745 | ||||||||||||
| Long-term debt, net | 639,270 | 655,826 | ||||||||||||
| Employee benefit plan obligation | 78,968 | 83,310 | ||||||||||||
| Deferred income tax liabilities | 44,889 | 38,770 | ||||||||||||
| Other liabilities | 98,818 | 106,129 | ||||||||||||
| Total non-current liabilities | 861,945 | 884,035 | ||||||||||||
| Stockholders' Equity | ||||||||||||||
| Common stock | ||||||||||||||
| Authorized: 65,035,579 and 65,035,579 shares with no par value | ||||||||||||||
| Issued – 60,992,259 and 60,992,259 shares with no par value | ||||||||||||||
| Outstanding – 60,633,302 and 60,487,117 shares | 85,323 | 85,323 | ||||||||||||
| Treasury stock, at cost, 358,957 and 505,142 | (6,546) | (8,515) | ||||||||||||
| Additional paid-in capital | 69,893 | 68,502 | ||||||||||||
| Retained earnings | 218,015 | 84,407 | ||||||||||||
| Accumulated other comprehensive loss | (53,939) | (48,704) | ||||||||||||
| Total stockholders' equity | 312,746 | 181,013 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 1,538,926 | $ | 1,389,793 | ||||||||||
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10 -ORION
ENGINEERED CARBONS S.A.
Condensed
Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| (In thousands) | 2021 | 2020 | |||||||||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||||||||
| Net income | $ | 133,608 | $ | 9,250 | |||||||||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets | 74,610 | 69,721 | |||||||||||||||||||||||||||
| Amortization of debt issuance costs | 3,756 | 1,531 | |||||||||||||||||||||||||||
| Share-based incentive compensation | 3,396 | 1,242 | |||||||||||||||||||||||||||
| Deferred tax (benefit) | (2,693) | (11,224) | |||||||||||||||||||||||||||
| Foreign currency transactions | (8,979) | (1,782) | |||||||||||||||||||||||||||
| Reclassification of actuarial losses from AOCI | 3,649 | 7,325 | |||||||||||||||||||||||||||
| Other operating non-cash items, net | (2,436) | 118 | |||||||||||||||||||||||||||
| Changes in operating assets and liabilities, net: | |||||||||||||||||||||||||||||
| Trade receivables | (75,696) | (6,682) | |||||||||||||||||||||||||||
| Inventories | (57,967) | 39,576 | |||||||||||||||||||||||||||
| Trade payables | 12,584 | (31,662) | |||||||||||||||||||||||||||
| Other provisions | 6,519 | (4,899) | |||||||||||||||||||||||||||
| Income tax liabilities | 30,861 | 16,298 | |||||||||||||||||||||||||||
| Other assets and liabilities, net | 57 | 3,540 | |||||||||||||||||||||||||||
| Net cash provided by operating activities | 121,269 | 92,352 | |||||||||||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||||||||
| Acquisition of property, plant and equipment | (113,682) | (120,343) | |||||||||||||||||||||||||||
| Net cash used in investing activities | (113,682) | (120,343) | |||||||||||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||||||||
| Proceeds from long-term debt borrowings | 213,427 | — | |||||||||||||||||||||||||||
| Repayments of long-term debt | (212,250) | (6,077) | |||||||||||||||||||||||||||
| Payments for debt issue costs | (2,750) | — | |||||||||||||||||||||||||||
| Cash inflows related to current financial liabilities | 81,367 | 191,041 | |||||||||||||||||||||||||||
| Cash outflows related to current financial liabilities | (87,345) | (110,859) | |||||||||||||||||||||||||||
| Dividends paid to shareholders | — | (12,045) | |||||||||||||||||||||||||||
| Taxes paid for shares issued under net settlement feature | (36) | (1,202) | |||||||||||||||||||||||||||
| Net cash provided by (used in) financing activities | (7,587) | 60,858 | |||||||||||||||||||||||||||
| Increase in cash, cash equivalents and restricted cash | — | 32,867 | |||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 67,865 | 68,231 | |||||||||||||||||||||||||||
| Effect of exchange rate changes on cash | (2,703) | (703) | |||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | 65,162 | 100,395 | |||||||||||||||||||||||||||
| Less restricted cash at the end of the period | 2,828 | 2,859 | |||||||||||||||||||||||||||
| Cash and cash equivalents at the end of the period | $ | 62,334 | $ | 97,536 | |||||||||||||||||||||||||
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11 -