Orion S.A.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
OEC$3.96-5.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001609804-25-000015
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001609804-25-000023
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 128 previous paragraphs and 153 current paragraphs.
88 unchanged; 37 reworded; 23 added; 2 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to Orion S.A. together with its consolidated subsidiaries (“Orion S.A.”).
Current report
In July 2025, we announced our plan to idle production of three to five carbon black lines at multiple operating facilities in the Americas and EMEA by the end of 2025. This decision is part of our strategy to focus maintenance investments on higher-performing production lines – making them more reliable and productive.
Current report
•Segment Gross Profit—Segment Net sales minus segment Cost of sales.
Current report
For the six months ended June 30, 2025 compared to six months ended June 30, 2024
Current report
Net sales
Current report
Volume increased by 10.2 kmt to 491.7 kmt compared to the six months ended June 30, 2024, primarily due to higher Rubber Carbon Black segment volume, partially offset by lower Specialty Carbon Black segment volume.
Current report
Net sales decreased by $35.8 million, or 3.7%, in the six months ended June 30, 2025 to $944.1 million, year over year, primarily driven by the pass-through of lower oil prices, and lower Specialty Carbon Black segment volume. Those were partially offset by higher volume in the Rubber Carbon Black segment and higher cogeneration.
Current report
Cost of sales
Current report
Cost of sales decreased marginally by $0.3 million, to $747.6 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report
Gross profit
Current report
Gross profit decreased by $35.5 million, or 15.3%, to $196.5 million, year over year. The decrease was primarily driven by unfavorable impact from the pass-through of raw material costs, partially offset by higher cogeneration.
Current report
Selling, general and administrative expenses
Current report
Selling, general and administrative expenses decreased by $5.7 million, or 4.7%, to $116.1 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by driven lower distribution, professional service and personnel costs.
Current report
Provision for income taxes
Current report
The provision for income taxes was an expense of $13.5 million and $22.6 million for the six months ended June 30, 2025 and June 30, 2024, respectively.
Current report
The effective tax rate for the six months ended June 30, 2025, was 44.3%, as compared to 32.5% for the six months ended June 30, 2024. The increase in our effective tax rate for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily driven by valuation allowances for tax losses.
Current report
Adjusted EBITDA decreased by $25.4 million, or 15.8%, from $160.4 million for the six months ended June 30, 2024 to $135.0 million in the six months ended June 30, 2025. The decrease was primarily due to lower volume in the Specialty Carbon Black segment, unfavorable timing from the pass-through of raw material costs and unfavorable customer and regional mix in the Rubber Carbon Black segment. Those were partially offset by higher cogeneration.
Current report
Comprehensive Income
Current report
Comprehensive income decreased by $16.6 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Net income decreased by $29.1 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report
Net sales decreased by $3.2 million, or 1.0%, year over year, to $308.3 million and decreased by $18.2 million, or 2.8%, year over year, to $625.3 million for the three and six months ended June 30, 2025, primarily due to the pass-through of lower oil prices, partially offset by higher volume.
Current report
Gross profit for the three and six months ended June 30, 2025 decreased by $4.5 million, or 6.4%, year over year, to $65.8 million and decreased by $26.9 million, or 17.8%, year over year, to $123.9 million. The decrease was primarily due to unfavorable timing from the pass-through of raw material costs.
Current report
Adjusted EBITDA increased by $1.8 million, or 3.8%, year over year, to $48.9 million for the three months ended June 30, 2025, driven primarily by lower fixed costs and higher cogeneration, partly offset by unfavorable timing from the pass-through of raw material costs.
Current report
•unanticipated impacts of our plans and strategies, including our plans to discontinue production at certain facilities;
Removed paragraphs (2)
Previous report
Net sales decreased by $10.2 million, or 6.0%, year over year, to $160.7 million for the three months ended March 31, 2025, primarily due to lower oil price and unfavorable foreign exchange impact.
Previous report
Gross profit for the three months ended March 31, 2025 decreased by $22.4 million, or 27.8%, year over year, to $58.1 million. The decrease was primarily due to unplanned downtime, unfavorable timing from the pass-through of raw material costs, customer and regional mix and higher fixed costs.
Reworded paragraphs (37)
Previous wording
The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three months ended March 31, 2025 and 2024 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).
Current wording
The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and six months ended June 30, 2025 and 2024 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).
Previous wording
These non-GAAP measures include, but are not limited to, Adjusted EBITDA, Net Working Capital and Capital Expenditures.
Current wording
These non-GAAP measures include, but are not limited to, Adjusted EBITDA, Segment Gross Profit, Net Working Capital and Capital Expenditures.
Previous wording
Volume for the three months ended March 31, 2025 increased in aggregate by 3.3 kmt to 251.7 kmt, year over year, due to higher volume in the Rubber Carbon Black segment.
Current wording
Volume for the three months ended June 30, 2025 increased by 6.9 kmt to 240.0 kmt, year over year, due to higher volume in the Rubber Carbon Black segment.
Previous wording
Net sales for the three months ended March 31, 2025 decreased by $25.2 million, or 5.0%, to $477.7 million, year over year, primarily due to lower oil price and unfavorable foreign exchange rate impact. Those were partially offset by higher volume in Rubber Carbon Black segment.
Current wording
Net sales for the three months ended June 30, 2025 decreased by $10.6 million, or 2.2%, to $466.4 million, year over year, primarily due to lower oil prices. This was partially offset by higher Rubber Carbon Black segment volume, favorable foreign exchange rate impact and higher cogeneration.
Previous wording
Cost of sales for the three months ended March 31, 2025 decreased marginally by$1.1 million, or 0.3%, to$379.6 million, year over year.
Current wording
Cost of sales for the three months ended June 30, 2025 increased marginally by $0.8 million, or 0.2%, to $368.0 million, year over year.
Previous wording
Gross profit for the three months ended March 31, 2025 decreased by $24.1 million, or 19.7%, to $98.1 million, year over year. The decrease was driven primarily by unplanned downtime, unfavorable timing from the pass-through of raw material costs and unfavorable foreign exchange rate impact.
Current wording
Gross profit for the three months ended June 30, 2025 decreased by $11.4 million, or 10.4%, to $98.4 million, year over year. The decrease was driven primarily by lower volume in the Specialty Carbon Black segment, unfavorable timing from the pass-through of raw material costs and unfavorable customer and regional mix in the Rubber Carbon Black segment.
Previous wording
Selling, general and administrative expenses for the three months ended March 31, 2025 decreased by $3.1 million, or 5.0% to $58.4 million, year over year, primarily driven by lower distribution costs.
Current wording
Selling, general and administrative expenses for the three months ended June 30, 2025 decreased by $2.6 million, or 4.3% to $57.7 million, year over year, primarily driven by lower distribution costs.
Previous wording
For the three months ended March 31, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $17.5 million, compared to Income before earnings in affiliated companies and income taxes of $40.1 million for the three months ended March 31, 2024.
Current wording
For the three months ended June 30, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $13.0 million, compared to $29.4 million for the three months ended June 30, 2024.
Previous wording
The income tax expense for the three months ended March 31, 2025 was $8.9 million compared to income tax expense of $13.5 million for the three months ended March 31, 2024.
Current wording
The income tax expense for the three months ended June 30, 2025 was $4.6 million compared to $9.1 million for the three months ended June 30, 2024.
Previous wording
The effective tax rate for the three months ended March 31, 2025, and 2024 was 50.9% and 33.7%, respectively. The increase in effective tax rate for three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily attributable to changes in projected pre-tax income mix in countries with varying statutory tax rates.
Current wording
The effective tax rate for the three months ended June 30, 2025, and 2024 was 35.4% and 31.0%, respectively. The increase in effective tax rate for three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily driven by valuation allowances for tax losses.
Previous wording
Comprehensive income (loss) decreased in the first quarter of 2025 by $9.8 million to $10.1 million, year over year. The components of Comprehensive income (loss) are discussed below:
Current wording
Comprehensive income (loss) decreased in the second quarter of 2025 by $6.8 million to $4.3 million, year over year. The components of Comprehensive income (loss) are discussed below:
Previous wording
Net income decreased by $17.6 million in the first quarter of 2025 compared to the first quarter of 2024.
Current wording
Net income decreased by $11.5 million in the second quarter of 2025 compared to the second quarter of 2024.
Previous wording
•$9.0 million of net favorable impact due to change in foreign currency translation adjustments due to weakening of the U.S. dollar versus euro.
Current wording
•$5.7 million of net favorable impact due to change in foreign currency translation adjustments due to weakening of the U.S. dollar versus euro and
Previous wording
•$1.0 million of net unfavorable impact related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps.
Current wording
•$0.8 million of net unfavorable impact related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps.
Previous wording
Adjusted EBITDA decreased in the first quarter of 2025 by $19.1 million, or 22.4%, to $66.2 million, year over year.
Current wording
Adjusted EBITDA decreased in the second quarter of 2025 by $6.3 million, or 8.4%, to $68.8 million, year over year.
Previous wording
The decrease was driven by unplanned downtime and unfavorable timing from the pass-through of raw material costs.
Current wording
The decrease was driven by lower volume in the Specialty Carbon Black segment, unfavorable price and unfavorable timing from the pass-through of raw material costs, partially offset by higher cogeneration.
Previous wording
Volume decreased by 1.4 kmt, or 2.2%, year over year, to 61.9 kmt for the three months ended March 31, 2025, primarily due to lower demand in the Americas region.
Current wording
Volume decreased by 4.9 kmt, or 7.8%, year over year, to 58.0 kmt and by 6.3 kmt, or 5.0% year over year, to 119.9 kmt for the three and six months ended June 30, 2025, respectively, primarily due to lower demand in the Europe, Middle East and Africa, as well as the Americas region.
Previous wording
Net sales decreased by $15.0 million, or 4.5%, year over year, to $317.0 million for the three months ended March 31, 2025, primarily due to lower oil price and unfavorable foreign exchange impact.
Current wording
Net sales decreased by $7.4 million, or 4.5%, year over year, to $158.1 million and by $17.6 million, or 5.2%, year over year, to $318.8 million for the three and six months ended June 30, 2025, respectively, primarily due to lower volume and lower oil prices.
Previous wording
Gross profit decreased by $1.7 million, or 4.1%, year over year, to $40.0 million for the three months ended March 31, 2025, primarily driven by lower volume.
Current wording
Gross profit decreased by $6.9 million, or 17.5%, year over year, to $32.6 million and by $8.6 million, or 10.6%, year over year, to $72.6 million for the three and six months ended June 30, 2025, respectively, primarily driven by lower volume and unfavorable price and product mix.
Previous wording
Adjusted EBITDA for the three months ended March 31, 2025 decreased by $2.5 million, or 9.0%, year over year, to $25.4 million. The decrease was primarily due to lower volume.
Current wording
Adjusted EBITDA for the three and six months ended June 30, 2025 decreased by $8.1 million, or 28.9%, year over year, to $19.9 million and by $10.6 million, or 19.0%, year over year, to $45.3 million, respectively. The decrease was primarily due to lower volume and unfavorable price and product mix.
Previous wording
Volume increased by 4.7 kmt, or 2.5%, year over year, to 189.8 kmt for the three months ended March 31, 2025, primarily due to higher demand in the Americas and Asia Pacific regions.
Current wording
Volume increased by 11.8 kmt, or 6.9%, year over year, to 182.0 kmt and increased by 16.5 kmt, or 4.6%, year over year, to 371.8 kmt, for the three and six months ended June 30, 2025, primarily due to higher demand in the Asia Pacific and Americas regions.
Previous wording
Adjusted EBITDA decreased by $16.6 million, or 28.9%, year over year, to $40.8 million for the three months ended March 31, 2025, driven primarily by unplanned downtime, unfavorable timing from the pass-through of raw material costs and customer and regional mix.
Current wording
Adjusted EBITDA decreased by $14.8 million, or 14.2%, to $89.7 million for the six months ended June 30, 2025, driven primarily by unfavorable timing from the pass-through of raw material costs and unfavorable customer and regional mix.
Previous wording
Net cash provided by operating activities during the three months ended March 31, 2025 was $0.4 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $102.5 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.
Current wording
Net cash provided by operating activities during the six months ended June 30, 2025 was $54.1 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $228.2 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.
Previous wording
Net cash used in investing activities in the three months ended March 31, 2025 amounted to $29.2 million. The expenditures were primarily related to safety, maintenance and growth investments.
Current wording
Net cash used in investing activities in the six months ended June 30, 2025 amounted to $71.4 million. The expenditures were primarily related to safety, maintenance and growth investments.
Previous wording
Net cash provided by financing activities during the three months ended March 31, 2025 amounted to $21.8 million. These inflows primarily consisted of $24.5 million related to other short-term debt borrowings and $19.1 million, net borrowings under our ancillary credit facilities. Those were partially offset by scheduled debt repayments, dividend distributions and stock buybacks.
Current wording
Net cash provided by financing activities during the six months ended June 30, 2025 amounted to $14.0 million. These inflows primarily consisted of $17.6 million related to other short-term debt borrowings and $28.0 million, net borrowings under our ancillary credit facilities. Those were partially offset by scheduled debt repayments, dividend distributions and stock buybacks.
Previous wording
Net cash provided by operating activities for the three months ended March 31, 2024, amounted to $32.4 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $107.6 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.
Current wording
Net cash provided by operating activities for the six months ended June 30, 2024, amounted to $61.7 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $218.4 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2024, amounted to $33.1 million. These expenditures were composed of a combination of safety and maintenance-related.
Current wording
Net cash used in investing activities for the six months ended June 30, 2024, amounted to $87.8 million. These expenditures were composed of a combination of safety and maintenance-related.
Previous wording
Net cash provided by financing activities for the three months ended March 31, 2024, amounted to $7.0 million. These inflows primarily consisted of $37.5 million related to other short-term debt borrowings, partially offset by $28.4 million, net related to repayment of our ancillary credit facilities.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2024, amounted to $23.5 million. These inflows primarily consisted of $52.7 million related to other short-term debt borrowings, partially offset by $17.7 million, net related to repayment of our ancillary credit facilities.
Previous wording
As of March 31, 2025, the company had total liquidity of $166.2 million, including cash and equivalents of $37.5 million, $104.8 million availability under our revolving credit facility, including ancillary lines, and $23.9 million of capacity under other available credit lines.
Current wording
As of June 30, 2025, the company had total liquidity of $181.9 million, including cash and equivalents of $42.6 million, $103.5 million availability under our revolving credit facility, including ancillary lines, and $35.8 million of capacity under other available credit lines.
Previous wording
Our Net working capital increased from $346.1 million as of December 31, 2024, to $391.0 million as of March 31, 2025. The primary working capital change drivers, year over year, were as follows:
Current wording
Our Net working capital increased from $346.1 million as of December 31, 2024, to $382.3 million as of June 30, 2025. The primary working capital change drivers, year over year, were as follows:
Previous wording
•Accounts receivable, net—This increase was primarily driven by higher sales, partially offset by factoring of certain accounts receivables. Refer Note B. Accounts Receivable for discussion.
Current wording
•Accounts receivable, net—This increase was primarily due to lower balance at December 31, 2024 from increased factoring of certain accounts receivables. Refer Note B. Accounts Receivable for discussion.
Previous wording
•Inventories, net—Increase in production to meet forecasted demand resulted in increased raw material and finished goods inventory; and
Current wording
•Inventories, net—Decrease in production to meet forecasted demand resulted in a reduction in finished goods inventory. The value of Inventory, net was also impacted by lower oil prices and foreign exchange rate; and
Previous wording
•Accounts payable—Increase in accounts payable was primarily due to timing of payments, partially offset by higher production compared to year end.
Current wording
•Accounts payable—Increase in accounts payable was primarily due to timing of payments.
Previous wording
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 our potential exposure to market risks, macroeconomic conditions including tariffs, expected plant uptime, market conditions, anticipated customer demand, expected impacts of operational improvements and foreign exchange, expectations regarding capital expenditures, working capital and free cash flow, our outlook for 2025, and other 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.
Current wording
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. You should not place undue reliance on forward-looking statements. Forward-looking statements include, among others, statements concerning our potential exposure to market risks, macroeconomic conditions including tariffs, expected plant uptime, market conditions, anticipated customer demand, expected impacts of operational improvements and foreign exchange, expectations regarding capital expenditures, working capital and free cash flow, our outlook for 2025, and other 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.
Previous wording
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:
Current wording
Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “guidance,” “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:
Previous wording
•possible negative or uncertain worldwide economic conditions and developments;
Current wording
•negative or uncertain worldwide economic conditions and developments;
Previous wording
•changes in the geopolitical environment or government policy, including related to tariffs, counter-tariffs and other trade barriers;
Current wording
•further changes and uncertainty in the geopolitical environment or government policy, including related to tariffs, counter-tariffs and other trade barriers;
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
For the six months ended June 30, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $30.5 million, compared to $69.5 million in the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Adjusted EBITDA (A Non-GAAP Financial Measure)
Current report — wording carried from elsewhere
The activities from the components of Other Comprehensive income are discussed below:
Current report — wording carried from elsewhere
•$14.7 million of net favorable impact due to foreign currency translation adjustments, and
Current report — wording carried from elsewhere
•$1.8 million of net unfavorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Those increases were partially offset by: