oec-20240630

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-36563

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

00-0000000

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1700 City Plaza Drive, Suite 300

Spring

Texas

77389

(Address of Principal Executive Offices)

(Zip Code)

(281) 318-2959

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	OEC	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The registrant had 58,356,621 shares of common stock outstanding as of July 26, 2024.

Table of Contents

Orion S.A.

TABLE OF CONTENTS


PART I - Financial Information						1
Item 1. Financial Statements and Supplementary Data (Unaudited)						1
Condensed Consolidated Statements of Operations						1
Condensed Consolidated Statements of Comprehensive Income						2
Condensed Consolidated Balance Sheets						3
Condensed Consolidated Statements of Cash Flows						4
Condensed Consolidated Statements of Changes in Stockholders’ Equity						5
Notes to the Condensed Consolidated Financial Statements (Unaudited)						6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations						16
Item 3. Quantitative and Qualitative Disclosures About Market Risk						26
Item 4. Controls and Procedures						26

PART II - Other Information						27
Item 1. Legal Proceedings						27
Item 1A. Risk Factors						27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						27
Item 3. Defaults Upon Senior Securities						27
Item 4. Mine Safety Disclosures						27
Item 5. Other						27
Item 6. Exhibits						27
Signatures						28

Table of Contents

Orion S.A.

PART I - Financial Information

Item 1. Financial Statements and Supplementary Data (Unaudited)

Condensed Consolidated Statements of Operations


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions, except share and per share data)
Net sales	$	477.0	$	458.8	$	979.9	$	959.5
Cost of sales	367.2		341.7		747.9		706.0
Gross profit	109.8		117.1		232.0		253.5

Selling, general and administrative expenses	60.3		55.0		121.8		112.7
Research and development costs	6.5		5.9		13.1		12.1

Other (income) expenses, net	1.4		(2.7)		2.7		(3.7)


Income from operations	41.6		58.9		94.4		132.4

Interest and other financial expense, net	12.2		13.5		24.9		28.7
Reclassification of actuarial gain from AOCI	—		(2.3)		—		(4.5)
Income before earnings in affiliated companies and income taxes	29.4		47.7		69.5		108.2

Income tax expense	9.1		17.8		22.6		36.1
Earnings in affiliated companies, net of tax	0.2		0.2		0.3		0.3
Net income	$	20.5	$	30.1	$	47.2	$	72.4

Weighted-average shares outstanding (in thousands):
Basic	58,388		59,012		58,514		59,646
Diluted	59,185		59,510		59,229		60,085
Earnings per share:
Basic	$	0.35	$	0.51	$	0.81	$	1.21
Diluted	$	0.35	$	0.51	$	0.80	$	1.20

See accompanying Notes to these Condensed Consolidated Financial Statements.

Table of Contents

Orion S.A.

Condensed Consolidated Statements of Comprehensive Income


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In millions)
Net income	$	20.5	$	30.1	$	47.2	$	72.4
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(8.3)		(5.2)		(14.7)		(12.5)


Net losses on derivatives	(1.2)		(0.4)		(1.7)		(2.2)
Defined benefit plans, net

SEC Form 10-Q filed by Orion S.A.