Orion S.A. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Orion S.A. has submitted its 2023 10-K filing, detailing its financial performance and business operations for the year ended December 31, 2023.</b>

AI Summary

Orion S.A. (OEC) filed a Annual Report (10-K) with the SEC on February 15, 2024. Orion S.A. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at 1700 City Plaza Drive, Suite 300, Spring, TX 77389. Orion S.A. was formerly known as Orion Engineered Carbons S.A. and Orion Engineered Carbons S.a r.l. The company operates in the Miscellaneous Chemical Products sector, SIC code 2890.

Why It Matters

For investors and stakeholders tracking Orion S.A., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Orion S.A.'s financial health, operational performance, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's value and future prospects. The detailed financial statements and risk factors disclosed in the 10-K are essential for understanding the company's market position, competitive landscape, and potential challenges within the chemical products industry.

Risk Assessment

Risk Level: — Orion S.A. shows moderate risk based on this filing. The company operates in the chemical products industry, which can be subject to significant market volatility, regulatory changes, and operational risks, as detailed in their 10-K filings.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Orion S.A.'s performance and outlook for the upcoming fiscal year.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the 10-K filing)
• 2024-02-15 — Filing Date (Date the 10-K was filed)
• 001-36563 — SEC File Number (SEC file number for Orion S.A.)

Key Players & Entities

• Orion S.A. (company) — Filer name
• Orion S.A. (company) — Former company name
• Orion Engineered Carbons S.A. (company) — Former company name
• Orion Engineered Carbons S.a r.l. (company) — Former company name
• 2890 (industry_code) — Standard Industrial Classification

FAQ

Industry Context

Orion S.A. operates within the Miscellaneous Chemical Products industry, focusing on the production and supply of carbon black and other specialty chemicals.

Regulatory Implications

The company is subject to standard SEC regulations for public companies, including the requirement to file annual reports (10-K) detailing financial performance and business operations.

What Investors Should Do

1. Analyze the financial statements within the 10-K to assess revenue, profitability, and cash flow for FY2023.
2. Review the risk factors section to understand potential challenges and their impact on Orion S.A.'s operations.
3. Compare key financial metrics from this 10-K with previous filings to identify trends and performance changes.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-02-15: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $21 — tly completed second fiscal quarter, of $21.22, was approximately $ 1.24 billion.

Filing Documents

• oec-20231231.htm (10-K) — 2281KB
• a2024-02x14ex211listofsubs.htm (EX-21.1) — 27KB
• a2024-02x14ex231orionx2023.htm (EX-23.1) — 4KB
• a2024-02x14ex311certificat.htm (EX-31.1) — 9KB
• a2024-02x14ex312certificat.htm (EX-31.2) — 9KB
• a2024-02x14ex321certificat.htm (EX-32.1) — 3KB
• a2024-02x14ex322certificat.htm (EX-32.2) — 3KB
• a2024-02x14ex97orionxclawb.htm (EX-97) — 26KB
• oec-20231231_g1.jpg (GRAPHIC) — 32KB
• oec-20231231_g2.jpg (GRAPHIC) — 2600KB
• oec-20231231_g3.gif (GRAPHIC) — 16KB
• 0001609804-24-000008.txt (&nbsp;) — 19387KB
• oec-20231231.xsd (EX-101.SCH) — 86KB
• oec-20231231_cal.xml (EX-101.CAL) — 162KB
• oec-20231231_def.xml (EX-101.DEF) — 340KB
• oec-20231231_lab.xml (EX-101.LAB) — 971KB
• oec-20231231_pre.xml (EX-101.PRE) — 684KB
• oec-20231231_htm.xml (XML) — 2364KB

Risk Factors

Item 1A. Risk Factors 8

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 20

Cybersecurity

Item 1C. Cybersecurity 20

Properties

Item 2. Properties 22

Legal Proceedings

Item 3. Legal Proceedings 22

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 22 PART II 23

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23

Reserved

Item 6. Reserved 24

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 32

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 34

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 72

Controls and Procedures

Item 9A. Controls and Procedures 72

Other Information

Item 9B. Other Information 72

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 72 PART III 74

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 74

Executive Compensation

Item 11. Executive Compensation 74

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 75

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 75

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 75 PART IV 76

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 76

10-K Summary

Item 16. 10-K Summary 76

SIGNATURES

SIGNATURES 79 Table of Contents Orion S.A. Cautionary Statement for the Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 This report contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business. 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) maintaining or strengthening our position in Specialty Carbon Black or Rubber Carbon Black, (ii) maintaining or increasing our Specialty or Rubber Carbon Black margins and (iii) maintaining or strengthening the competitiveness of our operations; our profit and cash flow projections; the outcome of any in-progress, pending or possible litigation or regulatory proceedings; the expectations regarding environmental-related costs and liabilities; the e

Business

Item 1. Business Overview Orion S.A., formerly Orion Engineered Carbons S.A. ("Orion", "Company", "we" or "our"), is a Luxembourg joint stock corporation ( socit anonyme or S.A.), incorporated in 2014 as a Luxembourg limited liability company ( socit responsabilit limite ). Our registered office is located at 6, Route de Trves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg. Our principal executive office is located in Spring, Texas, U.S. We are a leading global manufacturer of carbon black products. Carbon black is a powdered form of carbon that is used to create the desired physical, electrical and optical qualities of various materials. Carbon black products are primarily used as additives for the production of polymers, batteries, printing inks and coatings ("Specialty Carbon Black" or "Specialty") and in the reinforcement of rubber polymers ("Rubber Carbon Black" or "Rubber"). Our core competencies include the ability to engineer the physical properties of carbon black to meet the functional needs of our customers. The Company is one of the largest global producers of Specialty and Rubber Carbon Black. We currently operate 14 wholly owned production facilities in Europe, North and South America, South Africa, and Asia, and one jointly-owned production facility at Dortmund, Germany. In addition to our headquarters in Luxembourg, we have our principal executive office in Spring, Texas (U.S.), as well as offices in Frankfurt (Germany), Cologne (Germany), Shanghai (China), Seoul (South Korea), Tokyo (Japan) and other locations. Our principal research and development ("R&D") center is located in Cologne (Germany). We also have laboratories to support our customers in Carlstadt, New Jersey (U.S.), Shanghai (China) and Yeosu (South Korea). We are a premium supplier of carbon black generating long-term benefits for stakeholders while remaining committed to responsible business practices with a focus on team culture, reliability, qua

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View this 10-K filing on SEC EDGAR