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Item 5. Market for Registrant’s Common Equity

2022-02-17 compared with 2021-02-18 · 16 added, 72 removed, 10 unchanged (90% of the section changed)

1 unchanged sentence

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “OEC”.

As of February 9, 2021, the closing price of our common stock on the NYSE was $17.61, and we had nine stockholders of record.

As of February 14, 2022, there were approximately 10 record holders of our common stock.

During the fiscal year ended December 31, 2021, we did not sell any equity securities that were not registered under the Securities Act.

From time to time, we may repurchase our common stock in the open market pursuant to programs approved by our Board.

During fiscal years ended December 31, 2020 and 2019, we did not repurchase any shares of our common stock.

During the fiscal years ended December 31, 2021 and 2020, we did not repurchase shares of our common stock.

The information required by Item 201(d) of Regulation S-K is incorporated by reference to the Proxy Statement (as defined in Item 10 below) under the heading “ Equity Compensation Plan Information at December 31, 2021 .”

3 unchanged sentences

Generally, any dividend approved by a general meeting of shareholders would be paid out shortly after the meeting.

During the fiscal year 2020, our board of directors declared dividends of $0.20 per common share for the quarter ended March 31, 2020, equivalent to a total distribution of $12.0 million.

Declaration of and payments of dividends were suspended for the remainder of the year as a result of the soft global business environment due to COVID-19.

Luxembourg withholding tax at a rate of 15% was deducted from the dividends, subject to certain exemptions and reductions in certain circumstances.

Selected Financial Data

The following tables set forth selected historical financial information for fiscal years December 31, 2020, 2019, 2018, 2017 and 2016 and as of December 31, 2020, 2019, 2018, 2017 and 2016.

The financial information for fiscal years 2020, 2019 and 2018 and balance sheet information as of December 31, 2020 and 2019 has been derived from our audited consolidated financial statements included elsewhere in this report.

The balance sheet information as of December 31, 2018 and financial information for fiscal year 2017 has been derived from our audited consolidated financial statements included in our Annual Report for the year ended December 31, 2019 on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”).

The balance sheet information as of December 31, 2017 and 2016 and the financial information for fiscal year 2016 has been derived from our audited consolidated financial statements included in our Annual Report for the year ended 2018 on Form 20-F, filed with the SEC.

This information should be read in conjunction with the consolidated financial statements included elsewhere in this report, the related notes and other financial information included herein, and financial information previously filed with or furnished to the SEC.

Consolidated Statements of Operations Data

Year Ended December 31,

2020 2019 2018 2017 2016

(In millions, except per share amounts)

Net sales $ 1,136.4 $ 1,476.4 $ 1,578.2 $ 1,328.3 $ 1,139.3

Cost of sales 844.0 1,086.6 1,148.2 950.7 764.9

Gross profit 292.3 389.7 430.0 377.6 374.4

Selling, general and administrative expenses 176.1 206.9 231.9 207.5 202.5

Research and development costs 20.2 19.9 20.3 18.2 16.1

Other expenses, net 14.1 12.2 6.1 7.6 9.0

Restructuring income — — 40.3 — —

Restructuring expenses 7.6 3.6 15.6 6.5 30.0

Income from operations 74.4 147.2 196.3 137.9 116.8

Interest and other financial expense, net 38.7 27.6 28.6 44.1 43.3

Reclassification of actuarial losses from AOCI 9.9 — — 9.7 0.1

Income from operations before income tax expense and equity in earnings of affiliated companies 25.8 119.6 167.7 84.0 73.4

Income tax expense 8.1 33.2 46.9 19.7 24.4

Equity in earnings of affiliated companies, net of tax 0.5 0.6 0.6 0.5 0.5

Net income $ 18.2 $ 86.9 $ 121.3 $ 64.9 $ 49.5

Earnings per share - basic $ 0.30 $ 1.45 $ 2.04 $ 1.09 $ 0.83

Earnings per share - diluted $ 0.30 $ 1.42 $ 1.99 $ 1.07 $ 0.82

Dividends per share $ 0.20 $ 0.80 $ 0.80 $ 0.77 $ 0.74

Statement of Cash Flows Data

Year Ended December 31,

2020 2019 2018 2017 2016

(In millions)

Net cash provided by operating activities $ 125.3 $ 231.5 $ 122.0 $ 147.7 $ 177.4

Net cash used in investing activities (144.9) (155.8) (88.1) (90.3) (68.5)

Net cash provided by (used in) financing activities 13.5 (68.6) (43.8) (68.5) (101.8)

Balance Sheet Data

Year Ended December 31,

2020 2019 2018 2017 2016

(In millions)

Cash and cash equivalents $ 64.9 $ 63.7 $ 57.0 $ 72.3 $ 77.9

Property, plant and equipment 610.5 534.1 483.5 462.1 409.9

Total assets 1,389.8 1,257.4 1,273.0 1,164.4 1,055.5

Total liabilities 1,208.8 1,071.4 1,114.1 1,069.1 1,000.8

Total stockholders' equity (1)

181.0 186.0 158.9 95.3 54.7

(1) Our share capital as of December 31, 2020 is denominated in Euro and was €60,992,259 (a USD-equivalent amount of $74,843,601, respectively, applying a closing rate of 1.2271 US-Dollar per 1 Euro), represented by 60,992,259 common shares with no par value of which 505,142 common shares are held in treasury.

The following tables present a reconciliation of the non-GAAP measure Adjusted EBITDA to net income (See “ Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP Financial Measures ” for further details on non-GAAP measures):

Reconciliation of profit or (loss) Year Ended December 31,

Luxembourg withholding tax at a rate of 15% is deducted from dividend payments, subject to certain exemptions and reductions in certain circumstances.

On October 29, 2021, our board of directors declared an interim dividend in the aggregate amount of $1.25 million, which is equivalent to approximately $0.0207 per common stock.

The interim dividend was paid on January 12, 2022, to holders of record as of the close of business on January 5, 2022.

There can be no assurance that any dividends or distributions will be declared or paid in the future.

Orion Engineered Carbons S.A

Performance Graph

The performance graph and the information contained in this section is not “soliciting material,” is being furnished, not filed, with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

The graph below matches the cumulative 5-year total return of holders of Orion Engineered Carbons LLC's common stock with the cumulative total returns of the S&P Smallcap 600 index and S&P Small Cap Chemicals index.

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 12/31/2016 and tracks it through 12/31/2021.

2016 2017 2018 2019 2020 2021

(In millions)

Net income $ 18.2 $ 86.9 $ 121.3 $ 64.9 $ 49.5

Add back income tax expense 8.1 33.2 46.9 19.7 24.4

Add back equity in earnings of affiliated companies, net of tax (0.5) (0.6) (0.6) (0.5) (0.5)

Income from operations before income taxes and equity in earnings of affiliated companies 25.8 119.6 167.7 84.0 73.4

Add back interest and other financial expense, net 38.7 27.6 28.6 44.1 43.3

Reclassification of actuarial losses from AOCI 9.9 — — 9.7 0.1

Earnings before income taxes and finance income/costs 74.4 147.2 196.3 137.9 116.8

Add back depreciation, amortization and impairment of intangible assets and property, plant and equipment 96.5 96.7 98.2 98.4 97.1

EBITDA 170.9 243.9 294.5 236.2 214.0

Equity in earnings of affiliated companies, net of tax 0.5 0.6 0.6 0.5 0.5

Restructuring expenses/(income) 7.6 3.6 (24.6) 5.2 19.8

Consulting fees related to Company strategy — 1.3 4.8 2.8 2.8

Extraordinary expense items related to COVID-19 3.9 — — — —

Long term incentive plan 4.4 9.4 13.9 8.8 4.0

EPA-related expenses 5.2 4.0 2.7 2.4 4.6

Other adjustments 7.6 4.6 2.3 0.9 1.2

Adjusted EBITDA $ 200.0 $ 267.3 $ 294.1 $ 257.0 $ 246.7

Orion Engineered Carbons LLC $ 100.00 $ 140.73 $ 142.86 $ 113.67 $ 102.76 $ 110.07

S&P Smallcap 600 100.00 113.23 103.63 127.24 141.60 179.58

S&P Small Cap Chemicals Index 100.00 118.60 92.29 100.41 122.41 150.69

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Orion Engineered Carbons S.A

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity