INDEX TO ILLUSTRATIVE FINANCIAL INFORMATION
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Illustrative Historical Consolidated Financial Information as at December 31, 2017 and for the three years ended December 31, 2017 |
in US-Dollar | | |
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Consolidated income statements of Orion Engineered Carbons S.A. for the three years ended December 31, 2017 | | F-2 |
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Consolidated statements of comprehensive income of Orion Engineered Carbons S.A. for the three years ended December 31, 2017 | | F-3 |
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Consolidated statements of financial position of Orion Engineered Carbons S.A. as at December 31, 2017 and 2016 | | F-4 |
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Consolidated statements of cash flows of Orion Engineered Carbons S.A. for the three years ended December 31, 2017 | | F-5 |
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Consolidated statements of changes in equity of Orion Engineered Carbons S.A. for the three years ended December 31, 2017 | | F-6 |
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Notes to the consolidated financial statements of Orion Engineered Carbons S.A., as at December 31, 2017 and 2016 and for the three years ended December 31, 2017 | | F-7 |
Consolidated income statements of Orion Engineered Carbons S.A.
for the three years ended December 31, 2017 - unaudited
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| | | | | | | | | | | |
| | 2017 | | 2016 | | 2015 |
| | | | | | | | |
| | Note | | In USD k | | In USD k | | In USD k |
| | | | | | | | |
Revenue | | (6.1) | | 1,328,297 |
| | 1,139,291 |
| | 1,234,472 |
|
Cost of sales | | | | (950,701 | ) | | (764,856 | ) | | (879,401 | ) |
Gross profit | | | | 377,596 |
| | 374,435 |
| | 355,071 |
|
| | | | | | | | |
Selling expenses | | | | (129,959 | ) | | (126,667 | ) | | (119,921 | ) |
Research and development costs | | | | (18,159 | ) | | (16,069 | ) | | (14,837 | ) |
General and administrative expenses | | | | (77,534 | ) | | (75,790 | ) | | (68,836 | ) |
Other operating income | | (6.2) | | 5,000 |
| | 6,289 |
| | 8,257 |
|
Other operating expenses | | (6.3) | | (12,581 | ) | | (15,336 | ) | | (23,923 | ) |
Restructuring expenses | | (6.4) | | (5,210 | ) | | (31,304 | ) | | — |
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Operating result (EBIT) | | | | 139,153 |
| | 115,558 |
| | 135,811 |
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Finance income | | (6.5) | | 44,287 |
| | 27,833 |
| | 19,768 |
|
Finance costs | | (6.5) | | (85,655 | ) | | (69,167 | ) | | (81,867 | ) |
Share of profit or loss of joint ventures | | | | 547 |
| | 462 |
| | 547 |
|
Financial result | | | | (40,821 | ) | | (40,872 | ) | | (61,552 | ) |
Profit before income taxes | | | | 98,332 |
| | 74,686 |
| | 74,259 |
|
Income taxes | | (6.6) | | (23,070 | ) | | (25,453 | ) | | (26,204 | ) |
Profit for the period | | | | 75,262 |
| | 49,233 |
| | 48,055 |
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| | | | | | | | |
Earnings per share (USD per share), basic | | (6.9) | | 1.27 |
| | 0.83 |
| | 0.81 |
|
Weighted average shares, basic (in thousand of shares) | | | | 59,320 |
| | 59,353 |
| | 59,635 |
|
Earnings per share (USD per share), diluted | | | | 1.24 |
| | 0.82 |
| | 0.80 |
|
Weighted average shares, diluted (in thousand of shares) | | | | 60,674 |
| | 60,154 |
| | 59,830 |
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Consolidated statement of comprehensive income of Orion Engineered Carbons S.A.
for the three years ended December 31, 2017 - unaudited
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| | Note | | 2017 | | 2016 | | 2015 |
| | | | | | | | |
| | | | In USD k | | In USD k | | In USD k |
| | | | | | | | |
Profit for the period | | | | 75,262 |
| | 49,233 |
| | 48,055 |
|
| | | | | | | | |
Exchange differences on translation of foreign operations | | | | | | | | |
Change in unrealized gains/(losses) | | | | (4,477 | ) | | 4,448 |
| | (8,229 | ) |
Income tax effects | | | | (1,072 | ) | | 1,692 |
| | (382 | ) |
| | | | (5,549 | ) | | 6,140 |
| | (8,611 | ) |
| | | | | | | | |
Unrealized net gains/(losses) on hedges of a net investment in a foreign operation | | | | | | | | |
Change in unrealized gains/(losses) | | | | 21,527 |
| | (5,130 | ) | | (18,591 | ) |
Income tax effects | | | | (6,958 | ) | | 1,489 |
| | 6,177 |
|
| | | | 14,569 |
| | (3,641 | ) | | (12,414 | ) |
| | | | | | | | |
Unrealized net gains/(losses) on cash flow hedges | | | | | | | | |
Change in unrealized gains/(losses) | | | | (2,068 | ) | | 1,017 |
| | — |
|
Income tax effects | | | | 961 |
| | (224 | ) | | — |
|
| | | | (1,107 | ) | | 793 |
| | — |
|
| | | | | | | | |
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods | | | | 7,913 |
| | 3,292 |
| | (21,025 | ) |
| | | | | | | | |
Actuarial gains/(losses) on defined benefit plans | | | | | | | | |
Change in unrealized gains/(losses) | | (7.8) | | (3,581 | ) | | (10,489 | ) | | 4,755 |
|
Income tax effects | | | | 1,389 |
| | 3,560 |
| | (1,498 | ) |
| | | | (2,192 | ) | | (6,929 | ) | | 3,257 |
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Net other comprehensive income (loss) not to be reclassified to profit or loss in subsequent periods | | | | (2,192 | ) | | (6,929 | ) | | 3,257 |
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| | | | | | | | |
| | | | | | | | |
Other comprehensive income (loss), net of tax | | | | 5,721 |
| | (3,637 | ) | | (17,768 | ) |
| | | | | | | | |
Total comprehensive income, net of tax all attributable to equity holders of the parent | | | | 80,983 |
| | 45,596 |
| | 30,287 |
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Consolidated statements of financial position of Orion Engineered Carbons S.A.
as at December 31, 2017 and 2016 - unaudited
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| | | | | | | | |
| | | | December 31, 2017 | | December 31, 2016 |
A S S E T S | | | | | | |
| | Note | | In USD k | | In USD k |
Non‑current assets | | | | | | |
Goodwill | | (7.1) | | 58,180 |
| | 51,136 |
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Other intangible assets | | (7.1) | | 70,722 |
| | 82,203 |
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Property, plant and equipment | | (7.2) | | 462,129 |
| | 408,703 |
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Investment in joint ventures | | | | 5,585 |
| | 4,909 |
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Other financial assets | | (7.3) | | 3,564 |
| | 2,296 |
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Other assets | | (7.5) | | 3,883 |
| | 3,013 |
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Deferred tax assets | | (7.11) | | 43,546 |
| | 64,252 |
|
| | | | 647,609 |
| | 616,512 |
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Current assets | | | | | | |
Inventories | | (7.4) | | 159,334 |
| | 120,537 |
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Trade receivables | | (7.3) | | 234,273 |
| | 200,809 |
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Other financial assets | | (7.3) | | 3,890 |
| | 5,549 |
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Other assets | | (7.5) | | 35,038 |
| | 23,174 |
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Income tax receivables | | (7.11) | | 16,377 |
| | 8,121 |
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Cash and cash equivalents | | (7.6) | | 72,284 |
| | 77,906 |
|
| | | | 521,196 |
| | 436,096 |
|
| | | | 1,168,805 |
| | 1,052,608 |
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| | | | December 31, 2017 | | December 31, 2016 |
E Q U I T Y A N D L I A B I L I T I E S | | | | |
| | Note | | In USD k | | In USD k |
Equity | | | | | | |
Subscribed capital | | (7.7) | | 83,770 |
| | 83,770 |
|
Treasury shares | | (7.7) | | (3,773 | ) | | (3,773 | ) |
Reserves | | (7.7) | | (55,403 | ) | | (73,487 | ) |
Profit for the period | | (7.7) | | 75,262 |
| | 49,233 |
|
| | | | 99,856 |
| | 55,743 |
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Non-current liabilities | | | | | | |
Pension provisions | | (7.8) | | 65,390 |
| | 57,697 |
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Other provisions | | (7.9) | | 13,344 |
| | 14,490 |
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Financial liabilities | | (7.10) | | 680,699 |
| | 646,858 |
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Other liabilities | | | | 6 |
| | 448 |
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Deferred tax liabilities | | (7.11) | | 25,121 |
| | 46,968 |
|
| | | | 784,560 |
| | 766,461 |
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Current liabilities | | | | | | |
Other provisions | | (7.9) | | 59,471 |
| | 63,305 |
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Trade payables | | (7.10) | | 169,624 |
| | 129,563 |
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Other financial liabilities | | (7.10) | | 7,013 |
| | 5,760 |
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Income tax liabilities | | (7.11) | | 15,539 |
| | 17,666 |
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Other liabilities | | | | 32,742 |
| | 14,110 |
|
| | | | 284,389 |
| | 230,404 |
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| | | | 1,168,805 |
| | 1,052,608 |
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Consolidated statements of cash flows of Orion Engineered Carbons S.A.
for the three years ended December 31, 2017 - unaudited
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| | | | | | | | | | | |
| | | | 2017 | | 2016 | | 2015 |
| | Note | | In USD k | | In USD k | | In USD k |
| | | | | | | | |
Profit for the period | | | | 75,262 |
| | 49,233 |
| | 48,055 |
|
Income taxes | | (6.6) | | 23,070 |
| | 25,453 |
| | 26,204 |
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Profit before income taxes | | | | 98,332 |
| | 74,686 |
| | 74,259 |
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Depreciation and impairment of property, plant and equipment and amortization of intangible assets | | (7.1) (7.2) | | 97,074 |
| | 98,401 |
| | 80,868 |
|
Other non-cash expenses | | | | 10,589 |
| | 3,267 |
| | 178 |
|
(Increase)/decrease in trade receivables | | | | (15,885 | ) | | (15,811 | ) | | 51,583 |
|
(Increase)/decrease in inventories | | | | (25,632 | ) | | (9,328 | ) | | 30,007 |
|
Increase/(decrease) in trade payables | | | | 17,545 |
| | 32,464 |
| | (33,160 | ) |
Increase/(decrease) in provisions | | | | (14,376 | ) | | 18,490 |
| | (9,482 | ) |
Increase/(decrease) in other assets and liabilities that cannot be allocated to investing or financing activities | | | | 3,823 |
| | (4,552 | ) | | (7,826 | ) |
Finance income | | (6.5) | | (44,287 | ) | | (27,833 | ) | | (19,768 | ) |
Finance costs | | (6.5) | | 85,655 |
| | 69,167 |
| | 81,867 |
|
Cash paid for income taxes | | | | (39,549 | ) | | (19,652 | ) | | (11,292 | ) |
Cash flows from operating activities | | | | 173,289 |
| | 219,299 |
| | 237,234 |
|
Cash paid for the acquisition of intangible assets and property, plant and equipment | | | | (90,282 | ) | | (70,864 | ) | | (57,190 | ) |
Cash flows to acquire entities less cash acquired | | (3) | | — |
| | 2,360 |
| | (25,809 | ) |
Cash flows from investing activities | | | | (90,282 | ) | | (68,504 | ) | | (82,999 | ) |
Share buyback | | | | — |
| | (3,773 | ) | | — |
|
Proceeds from borrowings, net of transaction costs | | | | 11,890 |
| | — |
| | — |
|
Repayments of non-current financial liabilities | | | | (28,866 | ) | | (51,821 | ) | | (62,295 | ) |
Cash inflows related to current financial liabilities | | | | 11,652 |
| | — |
| | (5,727 | ) |
Cash outflows related to current financial liabilities | | | | (12,141 | ) | | — |
| | — |
|
Interest and similar expenses paid | | | | (42,601 | ) | | (47,179 | ) | | (45,739 | ) |
Interest and similar income received | | | | 11,369 |
| | 3,294 |
| | 958 |
|
Dividends paid to shareholders | | | | (45,705 | ) | | (44,131 | ) | | (44,291 | ) |
Cash flows from financing activities | | | | (94,402 | ) | | (143,610 | ) | | (157,094 | ) |
| | | | | | | | |
Change in cash | | | | (11,395 | ) | | 7,185 |
| | (2,859 | ) |
Change in cash resulting from exchange rate differences | | | | 5,773 |
| | (329 | ) | | (11,738 | ) |
Cash and cash equivalents at the beginning of the period | | | | 77,906 |
| | 71,050 |
| | 85,647 |
|
Cash and cash equivalents at the end of the period | | | | 72,284 |
| | 77,906 |
| | 71,050 |
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Consolidated statements of changes in equity of Orion Engineered Carbons S.A.
for the three years ended December 31, 2017 - unaudited
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In USD k | Subscribed capital | Treasury Shares | Capital reserves | Translation reserve | Cash flow hedge reserve | Reserve for hedges of a net investment in foreign operation | Reserve for actuarial gains (losses) on defined benefit plans | Retained earnings | Total equity |
Number of common shares | Amount |
Note | | | (7.7) | (7.7) | (7.7) | | | | (7.8) | | |
| | | | | | | | | | | |
2015 | As at January 1, 2015 | 59,635,126 |
| 83,770 |
| — |
| 222,863 |
| 6,708 |
| — |
| — |
| (17,334 | ) | (228,910 | ) | 67,097 |
|
Profit for the period | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 48,055 |
| 48,055 |
|
Other comprehensive income, net of tax | — |
| — |
| — |
| — |
| (8,611 | ) | — |
| (12,414 | ) | 3,257 |
| — |
| (17,768 | ) |
Total comprehensive income, net of tax | — |
| — |
| — |
| — |
| (8,611 | ) | — |
| (12,414 | ) | 3,257 |
| 48,055 |
| 30,287 |
|
Dividends paid | — |
| — |
| — |
| (44,291 | ) | — |
| — |
| — |
| — |
| — |
| (44,291 | ) |
Share based payments | — |
| — |
| — |
| 1,000 |
| — |
| — |
| — |
| — |
| — |
| 1,000 |
|
As at December 31, 2015 | 59,635,126 |
| 83,770 |
| — |
| 179,572 |
| (1,903 | ) | — |
| (12,414 | ) | (14,077 | ) | (180,855 | ) | 54,093 |
|
| | | | | | | | | | | |
| As at January 1, 2016 | 59,635,126 |
| 83,770 |
| — |
| 179,572 |
| (1,903 | ) | — |
| (12,414 | ) | (14,077 | ) | (180,855 | ) | 54,093 |
|
2016 | Profit for the period | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 49,233 |
| 49,233 |
|
Other comprehensive income, net of tax | — |
| — |
| — |
| — |
| 6,140 |
| 793 |
| (3,641 | ) | (6,929 | ) | — |
| (3,637 | ) |
Total comprehensive income, net of tax | — |
| — |
| — |
| — |
| 6,140 |
| 793 |
| (3,641 | ) | (6,929 | ) | 49,233 |
| 45,596 |
|
Dividends paid | — |
| — |
| — |
| (44,131 | ) | — |
| — |
| — |
| — |
| — |
| (44,131 | ) |
Share Buyback | (314,912 | ) | — |
| (3,773 | ) | — |
| — |
| — |
| — |
| — |
| — |
| (3,773 | ) |
Share based payments | — |
| — |
| — |
| 3,958 |
| — |
| — |
| — |
| — |
| — |
| 3,958 |
|
As at December 31, 2016 | 59,320,214 |
| 83,770 |
| (3,773 | ) | 139,399 |
| 4,237 |
| 793 |
| (16,055 | ) | (21,006 | ) | (131,622 | ) | 55,743 |
|
| | | | | | | | | | | |
2017 | As at January 1, 2017 | 59,320,214 |
| 83,770 |
| (3,773 | ) | 139,399 |
| 4,237 |
| 793 |
| (16,055 | ) | (21,006 | ) | (131,622 | ) | 55,743 |
|
Profit for the period | — |
| — |
| | — |
| — |
| — |
| — |
| — |
| 75,262 |
| 75,262 |
|
Other comprehensive income, net of tax | — |
| — |
| | — |
| (5,549 | ) | (1,107 | ) | 14,569 |
| (2,192 | ) | — |
| 5,721 |
|
Total comprehensive income, net of tax | — |
| — |
| | — |
| (5,549 | ) | (1,107 | ) | 14,569 |
| (2,192 | ) | 75,262 |
| 80,983 |
|
Dividends paid | | | | (45,705 | ) | — |
| — |
| — |
| — |
| — |
| (45,705 | ) |
Share based payments | — |
| — |
| — |
| 8,835 |
| — |
| — |
| — |
| — |
| — |
| 8,835 |
|
As at December 31, 2017 | 59,320,214 |
| 83,770 |
| (3,773 | ) | 102,529 |
| (1,312 | ) | (314 | ) | (1,486 | ) | (23,198 | ) | (56,360 | ) | 99,856 |
|
Notes to the unaudited consolidated financial information of Orion Engineered Carbons S.A. as at December 31, 2017 and 2016 and for the three years ended December 31, 2017
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| | | | page F- |
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(1) | | Organization and principal activities | | 8 |
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(2) | | Basis of preparation of the financial statements | | 9 |
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(2.1) | | Basis of consolidation | | 9 |
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(2.2) | | Currency translation | | 9 |
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(3) | | Assumptions, the use of judgment and accounting estimates | | 10 |
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(4) | | List of shareholdings | | 11 |
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(5) | | Operating segments | | 12 |
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(6) | | Notes to income statement | | 14 |
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(6.1) | | Revenue | | 14 |
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(6.2) | | Other operating income | | 15 |
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(6.3) | | Other operating expenses | | 15 |
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(6.4) | | Restructuring expenses | | 16 |
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(6.5) | | Finance income and costs | | 16 |
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(6.6) | | Income taxes | | 17 |
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| | | | |
(6.7) | | Additional income statement information | | 18 |
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(6.8) | | Share based payments | | 18 |
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(6.9) | | Earnings per share | | 19 |
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(7) | | Notes to the statement of financial position | | 20 |
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(7.1) | | Goodwill and other intangible assets | | 20 |
|
| | | | |
(7.2) | | Property, plant and equipment | | 22 |
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| | | | |
(7.3) | | Trade receivables, other financial assets | | 24 |
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(7.4) | | Inventories | | 25 |
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(7.5) | | Other assets | | 26 |
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(7.6) | | Cash and cash equivalents | | 26 |
|
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(7.7) | | Equity | | 26 |
|
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(7.8) | | Pension provisions and post-retirement benefits | | 28 |
|
| | | | |
(7.9) | | Other provisions | | 31 |
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(7.10) | | Trade payables, other financial liabilities | | 32 |
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(7.11) | | Deferred and current taxes | | 35 |
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(8) | | Notes to the statement of cash flows | | 36 |
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| | | | |
(1) Organization and principal activities
Orion Engineered Carbons S.A. (“Orion”) is entered in the commercial register of Luxembourg under no. B160558; the Company’s registered office is in Luxembourg; its business address is 6, Route de Trèves, L-2633 Senningerberg (Municipality of Niederanven), Grand Duchy of Luxembourg. Orion was incorporated on April 13, 2011.
Orion’s unaudited consolidated financial information comprise Orion and its subsidiaries (the “Orion Group”, or the “Group” or the “Company”). The parent’s fiscal year is the same as that of the Orion Group, comprising the period from January 1 to December 31, 2017.
Orion Group is a leading global manufacturer of carbon black products and is based in Luxembourg. 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 consumables and additives for the production of polymers, printing inks and coatings (“Specialty Carbon Black” or “Specialties”) and in the reinforcement of rubber polymers (“Rubber Carbon Black” or “Rubber”).
Specialty Carbon Black are high-tech materials which are mainly used for polymers, printing systems and coatings applications. The various production processes result in a wide range of different Specialty Carbon Black pigment grades with respect to their primary particle size, structure and surface area/surface chemistry. These parameters affect jetness, tinting strength, undertone, dispersibility, oil absorption, electrical conductivity and other characteristics.
The types of Rubber Carbon Black used in the rubber industry are manufactured according to strict specifications and quality standards. Structure and specific surface area are the key factors in optimizing reinforcement properties in rubber polymers.
As at December 31, 2017, the Orion Group operates 13 wholly owned production facilities in Europe, North and South America, Asia and South Africa and three sales companies. Another ten holding companies and two service companies, as well as two former operating entities in Portugal and France (currently in dissolution), are consolidated in the Orion Group. Additionally, the Group operates a joint venture with one production facility in Germany.
The Group’s global presence enables it to supply Specialty Carbon Black customers as well as international customers in the tire and rubber industry with the full range of carbon black grades and particle sizes. Sales activities are supported by sales and representative offices all around the globe. Integrated sales activities with key account managers and customer services are carried out in the United States, Brazil, South Korea and Germany and China.
Due to the change in the Group's reporting currency effective as of January 1, 2018 these unaudited consolidated financial information are prepared in US-Dollars, the new presentation currency of the Group. Except where stated otherwise, all figures are presented in thousands of US-Dollars (USD k). This unaudited consolidated financial information is derived from extracts from our previously reported audited consolidated financial statements which were prepared in Euro and were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This US-Dollar financial information has been prepared for illustrative purposes only, and is intended to provide additional information with respect to historical financial information as if it had been reported in US-Dollars as of the respective dates, or for the respective periods, indicated herein. The information included in this US-Dollar financial information is current as of the date as if it had been included in the Group's Annual Report on form 20-F for the year ended December 31, 2017, filed with the SEC on February 22, 2018. Due to rounding, numbers presented throughout the tables and these notes may not add up precisely to the totals presented and percentages may not precisely reflect the absolute figures.
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(2) | Basis of preparation of the financial information |
The purpose of this historical financial information is solely for illustrative purposes. This financial information was not prepared in US-Dollar originally. Therefore the amounts quoted herein should not be construed to replace or supersede the actual historic consolidated financial statements which were prepared in Euro and were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and filed with the SEC on February 22, 2018 on Form 20‑F which remain effective in its entirety. For further information regarding the basis of preparation, new accounting standards, basis of consolidation and significant accounting policies of our historic audited consolidated financial statements in Euro and in accordance with IFRS, reference is made to the notes to the consolidated financial statements as included in the Group’s 2017 Annual Report on Form 20-F. The historical financial information included in this document should not be read in isolation and no undue reliance should be placed on this illustrative unaudited financial information.
(2.1) Basis of consolidation
All subsidiaries indirectly or directly controlled by Orion are consolidated. Entities are consolidated from the date the Orion Group obtains control, which generally is the acquisition date, and are deconsolidated when control is lost.
Control is achieved when the Orion Group is exposed, or has the right, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The Orion Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of these three elements of control.
The Orion Group consolidated financial statements are prepared in accordance with uniform accounting policies. Income and expenses, intercompany profits and losses, and receivables and liabilities between consolidated subsidiaries are eliminated.
Changes in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. See note (4) List of shareholdings for the list of subsidiaries consolidated as part of the Orion Group.
(2.2) Currency translation
Foreign currency transactions are measured at the exchange rate at the date of initial recognition. Any gains or losses resulting from the valuation of foreign currency monetary assets and liabilities using the currency exchange rates as at the reporting date are recognized in other operating income or other operating expenses. Currency exchange differences relating to financing activities are part of the financial result.
The functional currency method is used to translate the financial statements of foreign entities. The assets and liabilities of foreign operations with functional currencies different from the presentation currency US-Dollar are translated using closing rates as at the reporting date. Income and expense items are translated at average exchange rates for the respective period. The translation of equity is performed using historical exchange rates. The overall foreign currency impact from translating the statement of financial position and income statement of all the foreign entities is recognized in other comprehensive income.
The following table shows the annual average and closing exchange rates for the Group's presentation currency US Dollar against the principal functional currencies used within the Group:
|
| | | | | | | | | | |
USD 1 equivalent to | Annual average exchange rate | Closing rate as at Dec 31, |
2017 | 2016 | 2015 | 2017 | 2016 |
Euro (EUR) | 0.8852 | | 0.9034 | | 0.8985 | | 0.8338 | | 0.9487 | |
Pound Sterling (GBP) | 0.7760 | | 0.7403 | | 0.6545 | | 0.7398 | | 0.8122 | |
Japanese Yen (JPY) | 112.1654 | | 108.5882 | | 120.8690 | | 112.5740 | | 117.0667 | |
Swedish Krona (SEK) | 8.5290 | | 8.5544 | | 8.3932 | | 8.2080 | | 9.0622 | |
Singapore Dollar (SGD) | 1.3799 | | 1.3800 | | 1.3736 | | 1.3361 | | 1.4452 | |
South African Rand (ZAR) | 13.3215 | | 14.6937 | | 12.8140 | | 12.3450 | | 13.7150 | |
Polish Zloty (PLN) | 3.7683 | | 3.9418 | | 3.7655 | | 3.4829 | | 4.1839 | |
Brazilian Real (BRL) | 3.1915 | | 3.4837 | | 3.3266 | | 3.3127 | | 3.2544 | |
South Korean Won (KRW) | 1,130.1756 | | 1,160.1568 | | 1,131.8163 | | 1,066.9641 | | 1,204.2121 | |
Chinese Renminbi (CNY) | 6.7532 | | 6.6422 | | 6.2827 | | 6.5075 | | 6.9445 | |
| |
(3) | Assumptions, the use of judgment and accounting estimates |
The preparation of this illustrative financial information is based on management estimates and assumptions about the future and is current as of the date as if it had been included in the Group's Annual Report on form 20-F for the year ended December 31, 2017, filed with the SEC on February 22, 2018, where more information can be found and to which reference is made.
(4) List of shareholdings
The following entities are included in the Group consolidated financial statements as subsidiaries or joint ventures at December 31, 2017.
|
| |
| As at December 31, 2017 |
Shareholding in % |
Orion Engineered Carbons S.A., Luxembourg | |
Controlled entities | |
Orion Engineered Carbons Holdings GmbH, Frankfurt am Main, Germany | 100 |
Orion Engineered Carbons Bondco GmbH, Frankfurt am Main, Germany | 100 |
Orion Engineered Carbons International GmbH, Frankfurt am Main, Germany | 100 |
Kinove Italian Bidco S.r. l., Ravenna, Italy | 100 |
Orion Engineered Carbons France Holdco SAS, Paris, France | 100 |
Blackstar Engineered Carbons Portugal Holdco, Unipessoal, Lda., Sines, Portugal* | 100 |
Orion Engineered Carbons USA Holdco, LLC, Kingwood, USA | 100 |
Orion Engineered Carbons Korea Co. Ltd., Bupyeong-gu, South Korea | 100 |
Norcarb Engineered Carbons Sweden HoldCo AB, Malmö, Sweden | 100 |
Orion Engineered Carbons S.r.l. Italy, Ravenna, Italy | 100 |
Orion Engineered Carbons S.A.S. France, Ambès, France | 100 |
Carbogal Engineered Carbons S.A. Portugal, Sines, Portugal* | 100 |
Orion Engineered Carbons LLC USA, Kingwood, USA | 100 |
Orion Engineered Carbons Co. Ltd., Bupyeong-gu, South Korea | 100 |
Orion Engineered Carbons sp. z o.o. Poland, Jaslo, Poland | 100 |
Norcarb Engineered Carbons AB Sweden, Malmö, Sweden | 100 |
Orion Engineered Carbons Ltda. Brazil, São Paulo, Brazil | 100 |
Orion Engineered Carbons Proprietary Limited South Africa, Port Elizabeth, South Africa | 100 |
Orion Engineered Carbons GmbH, Frankfurt am Main, Germany | 100 |
Orion Engineered Carbons KK Japan, Tokyo, Japan | 100 |
Orion Engineered Carbons Pte. Ltd., Singapore, Singapore | 100 |
Orion Engineered Carbons Trading Co. Ltd., Shanghai, China | 100 |
Orion Engineered Carbons Material Technology (Shanghai) Co., Ltd., Shanghai, China | 100 |
Orion Engineered Carbons Qingdao Co., Ltd., China | 100 |
CB International Services Company GmbH, Frankfurt am Main, Germany | 100 |
Carbon Black OpCo GmbH, Frankfurt am Main, Germany* | 100 |
| |
Joint ventures | |
Kommanditgesellschaft Deutsche Gasrusswerke GmbH & Co., Dortmund, Germany | 54 |
Deutsche Gasrusswerke Gesellschaft mit beschränkter Haftung, Dortmund, Germany | 50 |
* in liquidation
Although Orion holds 54% of shares as at December 31, 2017 and 2016 in Kommanditgesellschaft Deutsche Gasrusswerke GmbH & Co., Dortmund, Germany (“DGW KG”), the terms and conditions of DGW KG’s articles of association and other bylaws impede Orion from controlling DGW KG. Therefore DGW KG is recognized as a joint venture applying the equity method.
The Group’s business is organized by product for corporate management purposes and has the following two reportable operating segments for all periods presented: “Rubber” and “Specialties”.
The executive management committee, which is composed of the CEO, CFO and certain other senior management members is the chief operating decision maker in accordance with IFRS 8.7. The executive management committee monitors the operating segments’ results separately in order to facilitate decisions regarding the allocation of resources and determine the segments’ performance. “Adjusted EBITDA” is the management’s measure of the segment result.The executive management committee does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.
Adjustment items are not allocated to the individual segments as they are managed on a group basis.
Segment reconciliation for the years ended December 31, 2017, 2016 and 2015:
|
| | | | | | | | | | | | | | | | | | |
| In USD k | In USD k | In USD k |
2017 | 2016 | 2015 |
Rubber | Specialties | Total segments | Rubber | Specialties | Total segments | Rubber | Specialties | Total segments |
Revenue | 849,410 |
| 478,887 |
| 1,328,297 |
| 712,271 |
| 427,020 |
| 1,139,291 |
| 811,083 |
| 423,389 |
| 1,234,472 |
|
Cost of sales | (661,246 | ) | (289,455 | ) | (950,701 | ) | (534,430 | ) | (230,426 | ) | (764,856 | ) | (627,405 | ) | (251,996 | ) | (879,401 | ) |
Gross profit | 188,164 |
| 189,432 |
| 377,596 |
| 177,841 |
| 196,594 |
| 374,435 |
| 183,678 |
| 171,393 |
| 355,071 |
|
Adjusted EBITDA | 111,490 |
| 145,488 |
| 256,978 |
| 95,228 |
| 151,494 |
| 246,722 |
| 104,071 |
| 127,502 |
| 231,573 |
|
Adjusted EBITDA Margin | 13.1 | % | 30.4 | % | 19.3 | % | 13.4 | % | 35.5 | % | 21.7 | % | 12.8 | % | 30.1 | % | 18.8 | % |
Depreciation amortization and impairment of intangible assets and property, plant and equipment | (59,121 | ) | (37,953 | ) | (97,074 | ) | (66,189 | ) | (32,212 | ) | (98,401 | ) | (49,663 | ) | (31,205 | ) | (80,868 | ) |
Share of profit of joint venture | (547 | ) | — |
| (547 | ) | (462 | ) | — |
| (462 | ) | (547 | ) | — |
| (547 | ) |
Adjustment items | | | (20,204 | ) | | | (32,301 | ) | | | (14,347 | ) |
EBIT | | | 139,153 |
| | | 115,558 |
| | | 135,811 |
|
Definition of “adjusted EBITDA”
“EBIT” (operating result) is defined as profit or loss for the period before income taxes and finance income and finance costs. “EBITDA” is defined as EBIT before depreciation, amortization and impairment losses. For management reporting purposes and as defined in the credit agreement governing our term loans “Adjusted EBITDA” is defined as EBITDA adjusted for acquisition related expenses, restructuring expenses, consulting fees related to Group strategy, share of profit or loss of joint venture and certain other adjustments. The Company believes that each of these items have less bearing on its performance of the underlying core business.
Adjusted EBITDA is reconciled to profit or (loss) as follows:
|
| | | | | | |
Reconciliation of profit or (loss) | In USD k |
2017 | 2016 | 2015 |
Profit for the period | 75,262 |
| 49,233 |
| 48,055 |
|
Income taxes | 23,070 |
| 25,453 |
| 26,204 |
|
Profit before income taxes | 98,332 |
| 74,686 |
| 74,259 |
|
Add back finance costs | 85,655 |
| 69,167 |
| 81,867 |
|
Deduction share of profit of joint ventures | (547 | ) | (462 | ) | (547 | ) |
Deduction other finance income | (44,287 | ) | (27,833 | ) | (19,768 | ) |
Earnings before taxes and finance income/costs (operating result (EBIT)) | 139,153 |
| 115,558 |
| 135,811 |
|
Add back depreciation, amortization and impairment of intangible assets and property, plant and equipment (4) | 97,074 |
| 98,401 |
| 80,868 |
|
EBITDA | 236,227 |
| 213,959 |
| 216,679 |
|
Share of profit of joint venture | 547 |
| 462 |
| 547 |
|
Restructuring expenses (1) | 5,210 |
| 19,758 |
| — |
|
Consulting fees related to Group strategy (2) | 2,807 |
| 2,837 |
| 1,622 |
|
Long Term Incentive Plan | 8,835 |
| 3,958 |
| 1,000 |
|
Other adjustments (3) | 3,352 |
| 5,748 |
| 11,725 |
|
Adjusted EBITDA | 256,978 |
| 246,722 |
| 231,573 |
|
(1) Restructuring expenses for the period ended December 31, 2017 are related to further actions undertaken to realign our worldwide Rubber footprint in particular in Korea and to a lesser extent in the USA. Restructuring expenses for the period ended December 31, 2016 relate to the strategic realignment of the worldwide Rubber footprint, resulting in a decision to cease production by December 31, 2016 of the plant in Ambès, France. These expenses comprise personnel related costs of USD 6.8 million and demolishing, site remediation and securing as well as accrued other expenses for the cessation of USD 12.9 million.
(2) Consulting fees related to the Group strategy for the period ended December 31, 2017 include external consulting fees relating to the restructuring of our rubber footprint and associated activities of USD 1.4 million, external consulting fees relating to the Acquisition of USD 0.6 million and other external consulting fees for establishing and implementing our operating, tax and organizational strategies including merger and acquisition strategies.
(3) Other adjustments (from items with less bearing on the underlying performance of the Company's core business) in the period ended December 31, 2017 primarily relate to costs associated with our EPA enforcement action of USD 2.4 million, costs to remediate damages incurred by hurricane Harvey of USD 1.4 million and costs associate with the secondary offering of our shares, offset by USD 1.4 million of reimbursements of reassessed real estate transfer taxes. Other adjustments for the period ended December 31, 2016 primarily relate to cost of USD 4.6 million associated with our EPA enforcement action (including accrued expenses for penalties and mitigation projects). Other adjustments in 2015 mainly include USD 5.6 million costs related to address the EPA enforcement action, in particular to evaluate emission-removal technologies and legal advice, USD 2.0 million Sarbanes-Oxley first time implementation costs, USD 2.0 million OECQ post acquisition-related costs and USD 1.7 million reassessed real estate transfer tax related to the 2011 acquisition.
(4) Includes USD 11.6 million impairment of fixed assets at our Ambès, France plant for the period ended December 31, 2016 following the decision to cease production by December 31, 2016.
Geographic information
|
| | | | | |
Revenues | In USD k |
2017 | 2016 | 2015 |
Germany | 524,065 | 440,988 | 462,124 |
United States | 330,424 | 302,103 | 365,932 |
South Korea | 246,551 | 220,753 | 260,323 |
Brazil | 80,143 | 60,994 | 57,560 |
China | 64,645 | 45,318 | | 9,095 | |
South Africa | 46,844 | 36,853 | 48,529 |
Other | 23,129 | 23,540 | 22,347 |
Rest of Europe* | 12,496 | 8,742 | 8,562 |
Total | 1,328,297 | 1,139,291 | 1,234,472 |
* Only a holding company is located in Luxembourg, accordingly no revenue is generated in the country of domicile.
Revenue generated for the year ended December 31, 2017 from the largest customer in the “Rubber”segment amounted to USD 144,380k. Revenue from the largest customer in the “Rubber” segment for the year ended December 31, 2016 was USD 113,681k and for the year ended December 31, 2015 revenue from the largest two customers in the “Rubber” segment were USD 134,234k and USD 112,861k, respectively. There are no other customers with more than 10% of revenue in the three periods presented.
|
| | |
Goodwill, intangible assets, property, plant and equipment | In USD k |
As at Dec 31, |
2017 | 2016 |
Germany | 145,837 | 139,115 |
Sweden | 80,974 | 71,080 |
Italy | 72,980 | 64,762 |
Poland | 49,933 | 42,500 |
Rest of Europe | 4,443 | 3,500 |
Subtotal Europe | 354,167 | 320,957 |
United States | 70,530 | 89,728 |
South Korea | 109,905 | 75,463 |
South Africa | 32,007 | 29,182 |
Brazil | 13,661 | 17,750 |
China | 10,733 | 8,926 |
Other | 28 | 36 |
Total | 591,031 | 542,042 |
(6) Notes to income statement
(6.1) �� Revenue
Revenue is generated almost entirely from the sales of goods.
(6.2) Other operating income
|
| | | | |
| In USD k |
2017 | 2016 | 2015 |
Income from the currency translation of monetary items | 75 |
| 1 | 11 |
Income from the valuation of derivatives | — |
| 18 | 2,443 |
Income from the reversal of provisions | 1,531 |
| 1,259 | 532 |
Miscellaneous income | 3,394 |
| 5,011 | 5,271 |
Total | 5,000 |
| 6,289 | 8,257 |
Miscellaneous income for the period ended December 31, 2017 includes USD 1,432k reimbursement of property tax paid.
Miscellaneous income for the period ended December 31, 2016 includes, in particular, proceeds from OECQ-related receivables, which were impaired in 2015 post acquisition, releases of allowances and reimbursements from insurance claims in connection with the Orange (Texas) flooding.
(6.3) Other operating expenses
|
| | | | | |
| In USD k |
2017 | 2016 | 2015 |
Consulting fees related to Group strategy | 2,807 |
| 2,837 | 1,622 |
|
Expenses from the currency translation of monetary items | 16 |
| 893 | 2,044 |
|
Expenses from the valuation of derivatives | — |
| 32 | 3,428 |
|
Impairment loss on trade receivables | 1 |
| 11 | 1,745 |
|
Loss on Disposal of Assets | 305 |
| 1,070 | — |
|
Miscellaneous expenses | 9,452 |
| 10,493 | 15,084 |
|
Total | 12,581 |
| 15,336 | 23,923 |
|
Expenses from the currency translation relate to trade receivables and payables only. Expenses from currency translation on financing items is shown in finance result and are explained in note (6.5) Finance income and costs.
For the year ended December 31, 2017, miscellaneous expenses include costs associated with our EPA enforcement action of USD 2.4 million, costs to remediate damages incurred by hurricane Harvey of USD1.4 million as well as costs associated with our secondary filing of shares.
For the year ended December 31, 2016, miscellaneous expenses mainly include USD 4.6 million costs associated to the EPA enforcement action. For the year ended December 31, 2015, miscellaneous expenses mainly include USD 5.6 million costs related to addressing the EPA enforcement action, USD 2.0 million Sarbanes-Oxley first time implementation costs, and USD 1.7 million reassessed real estate transfer tax related to the 2011 acquisition.
(6.4) Restructuring expenses
As part of a strategic repositioning of the global Rubber footprint in 2016 a shift of production and capacities from lower margin standard grades towards higher specialized technical rubber products providing higher margins commenced. This strategic realignment of the Rubber segment is an essential transition which requires complementary actions. As a first step the Company's German operating subsidiary terminated with effect as of December 31, 2016, the Contract Manufacturing Agreement then in place between the Company's German operating subsidiary and the Company's French subsidiary, Orion Engineered Carbons SAS ("OEC SAS"), which has a plant in Ambès with a maximum capacity of mostly standard rubber grades of 50 kmt per year. Consequently, the management of OEC SAS concluded consultations with the local Works Council at this facility to implement a restructuring and down staffing with a cessation of production at the site by the end of 2016. Expenses relating to this restructuring activity of USD 31.3 million were recognized in 2016, of which cash relevant costs amounted to USD 17.7 million and non-cash items totaled USD13.6 million. Cash relevant costs primarily composed of personnel related expenses of USD 6.8 million, USD 5.2 million demolition and removal related costs and USD 4.0 million ground remediation costs. The non-cash items mainly composed of impairments of fixed assets of USD 11.5 million. Impairment charges related to the property, plant and equipment of OEC SAS were calculated based on an estimated recoverable amount of zero and are fully charged to the Rubber Carbon Black segment. The recoverable amount was determined based on the expectation that any potential sale would result in minimal proceeds. In 2017 further actions were taken with respect to the repositioning of the global Rubber footprint. In particular the consolidation of the two Korean plants and the overall transfer of production to the Yeosu facility commenced and evaluated certain initiatives in the USA.
(6.5) Finance income and costs
|
| | | | | | |
| In USD k |
2017 | 2016 | 2015 |
Income from exchange differences | 43,007 |
| 27,092 |
| 17,622 |
|
Other interest income | 824 |
| 740 |
| 2,146 |
|
Income from commodity hedging activities | 456 |
| 1 |
| — |
|
Finance income | 44,287 |
| 27,833 |
| 19,768 |
|
Interest expenses from loans | (22,813 | ) | (32,971 | ) | (40,349 | ) |
Amortisation of transaction costs | (4,122 | ) | (4,175 | ) | (5,298 | ) |
Expenses from exchange differences | (49,241 | ) | (25,533 | ) | (30,442 | ) |
Other interest expenses | (4,298 | ) | (3,261 | ) | (3,699 | ) |
Net interest cost from pensions | (1,723 | ) | (1,706 | ) | (1,653 | ) |
Interest expenses from the unwinding of discounts on other provisions | (242 | ) | (112 | ) | (100 | ) |
Expenses from commodity hedging activities | (438 | ) | — |
| — |
|
Other finance expenses | (2,778 | ) | (1,409 | ) | (326 | ) |
Finance costs | (85,655 | ) | (69,167 | ) | (81,867 | ) |
Financial result without share of profit or loss from joint ventures | (41,368 | ) | (41,334 | ) | (62,099 | ) |
Expenses for loans include:
|
| | | | | | |
| In USD k |
2017 | 2016 | 2015 |
Interest on term loans | (22,813 | ) | (32,971 | ) | (40,349 | ) |
Commitment fee for the revolving facility | (1,434 | ) | (1,369 | ) | (1,653 | ) |
Total expenses from loans | (24,247 | ) | (34,340 | ) | (42,002 | ) |
(6.6) Income taxes
Income tax expense is as follows:
|
| | | | | | |
| In USD k |
2017 | 2016 | 2015 |
Current income taxes | (27,181 | ) | (20,717 | ) | (23,845 | ) |
(thereof income taxes attributable to the prior year) | 1,962 |
| 805 |
| 7,318 |
|
Deferred taxes | 4,111 |
| (4,736 | ) | (2,359 | ) |
(thereof on temporary differences) | 1,361 |
| (3,674 | ) | 8,793 |
|
Total net tax expenses from continuing activities | (23,070 | ) | (25,453 | ) | (26,204 | ) |
Tax expense recognized directly in equity | (5,680 | ) | 6,517 |
| 4,297 |
|
A corporate income tax rate of 15% was used to calculate the current and deferred taxes for the German entities. A solidarity surcharge of 0.825% (calculated as 5.5% on the corporate income tax rate) and a trade tax rate of 16.18%, for the years ended December 31, 2017, 2016 and 2015 respectively were also taken into account in the calculation. As a result, the overall tax rate for the German entities was 32.00%, for the years ended December 31, 2017, 2016 and 2015 respectively. The current and deferred taxes for the non-German entities were calculated using their respective country-specific tax rates.
The following tax reconciliation shows the difference between the expected income taxes using the German overall tax rate of 32.00% and the effective income taxes in the income statement, for the years ended December 31, 2017, 2016 and 2015, respectively.
|
| | | | | | |
| In USD k |
2017 | 2016 | 2015 |
Profit or (loss) before income taxes | 98,332 |
| 74,686 |
| 74,259 |
|
Expected income tax expense/(benefit) thereon | 31,466 |
| 23,899 |
| 23,763 |
|
Tax rate differential | (2,249 | ) | (5,201 | ) | (4,662 | ) |
Change in valuation allowance on deferred tax assets and for movement in tax loss carryforwards without recognition of deferred taxes | (3,689 | ) | 1,740 |
| 9,775 |
|
Change in the tax rate and tax laws | (9,543 | ) | (75 | ) | 29 |
|
Income taxes for prior years | 561 |
| 32 |
| 501 |
|
Tax on non-deductible interest expenses | 1,522 |
| 1,711 |
| 2,287 |
|
Taxes on other non-deductible expenses, and non-deductible taxes | 6,216 |
| 5,144 |
| 6,961 |
|
Effects of changes in permanent differences | (879 | ) | 151 |
| 38 |
|
Tax effect on tax-free income | (1,033 | ) | (1,263 | ) | (2,846 | ) |
Tax effect on profit or loss from investments accounted for using the equity method | – |
| — |
| (177 | ) |
Other tax effects | 698 |
| (685 | ) | (9,464 | ) |
Effective income taxes as reported in the income statement expense | 23,070 |
| 25,453 |
| 26,204 |
|
Effective tax rate in % | 23.46 | % | 34.08 | % | 35.29 | % |
Change in the tax rate and tax laws in an amount of USD 8,820k are related to the effect of the U.S. tax reform reducing the corporate income tax rate from 35% to 21% in the USA. In addition USD 504k were recorded directly through other comprehensive income applying the backward tracing provisions of IAS 12. As a result the net deferred tax liabilities for the US entities are now based on the new tax rate of 21%.
Other tax effects for the year ended December 31, 2015 include a benefit of USD (5,192k) for reversal of accrued interest and currency effects related to an internal debt/equity swap in Brazil that took place in July 2015, but with an effective date for
IFRS as of Jan 1, 2015. Also included is an additional benefit of USD (6,555k) related to the restructuring of Orion Engineered Carbons Ltda., Brazil and subsequent Check-the-Box election to be treated as a disregarded entity for U.S. tax purposes.
(6.7) Additional income statement information
Personnel expenses were recognized as follows:
|
| | | | | | |
| In USD k |
2017 | 2016 | 2015 |
Wages and salaries | 128,085 | | 123,561 | | 118,924 | |
Social security costs | 12,770 | | 12,750 | | 12,301 | |
Pension expenses | 6,374 | | 5,202 | | 6,211 | |
Other personnel expenses | 23,690 | | 17,802 | | 13,792 | |
Total | 170,919 | | 159,315 | | 151,228 | |
(6.8) Share-based payments
On July 31, 2015 the Company initiated the first LTIP providing for the grant of PSUs to employees and officers selected by the Compensation Committee of the Board of Directors (the “Compensation Committee”). PSU awards will be earned based on achievement against one or more performance metrics established by the Compensation Committee in respect of a specified performance period. Earned PSUs will range from zero to a specified maximum percentage of a participant’s target award based on the performance of applicable performance metrics, and will also be subject to vesting terms based on continued employment. The first performance period will run from January 1, 2015 through December 31, 2017, with PSUs earned to be based on achievement of EBITDA metrics established by the Compensation Committee and total shareholder return relative to a peer group. Once earned and vested, PSUs will be settled in one share of Company common stock per vested PSU (or, at the Company’s election, cash equal to the fair market value thereof). The first vesting period will run through March 31, 2018 (the “2015 Plan”). All PSUs are granted under, and are subject to the terms and conditions of, the Company’s 2014 Omnibus Incentive Compensation Plan, and do not increase the number of shares previously reserved for issuance under that plan. On August 2, 2016 the Compensation Committee established a consecutive LTIP (the"2016 Plan") having consistent terms as compared to the 2015 Plan. On July 31, 2017 the Compensation Committee established a consecutive LTIP (the "2017 Plan") having consistent terms as compared to the 2015 and 2016 Plan.
The following table provides detail as to expenses recorded within the profit and loss with respect to the LTIP.
|
| | | | | | |
| USD k |
2017 | 2016 | 2015 |
Expense arising from equity-settled share based payment transactions (2015 Plan) | 2,736 |
| 2,370 |
| 1,000 |
|
Expense arising from equity-settled share based payment transactions (2016 Plan) | 4,053 |
| 1,588 |
| — |
|
Expense arising from equity-settled share based payment transactions (2017 Plan) | 2,046 |
| — |
| — |
|
Total expenses | 8,835 |
| 3,958 |
| 1,000 |
|
The following table illustrates the number of, and movements in, PSUs during the year.
|
| | | | | | |
| Number of PSUs |
2017 | 2016 | 2015 |
| Total | Total | Total |
Outstanding at January 1, | 1,145,238 |
| 463,830 |
| — |
|
Granted during the period | 474,660 |
| 690,279 |
| 491,835 |
|
Forfeited during the period | (9,004 | ) | (8,871 | ) | (28,005 | ) |
Settled during the period | — |
| — |
| — |
|
Outstanding at December 31, | 1,610,894 |
| 1,145,238 |
| 463,830 |
|
The following table lists the inputs to the model used for calculating the grant date fair value under the 2015 and 2016 Plan:
|
| | | |
| 2015 Plan | 2016 Plan | 2017 Plan |
Dividend Yield (%) | 2.14% | 2.23% | 1.88% |
Expected Volatility OEC (%) | 25.16% | 32.07% | 33.77% |
Expected Volatility Peer Group (%) | 13.90% | 18.12% | 17.30% |
Correlation | 0.5234 | 0.4952 | 0.4574 |
Risk-free interest rate (%) | 0.90% | 0.76% | 1.45% |
Model used | Monte Carlo | Monte Carlo | Monte Carlo |
Weighted average fair value of PSUs granted in USD | 17.41 | 17.21 | 24.89 |
(6.9) Earnings per share
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares arising from exercising all dilutive ordinary shares.
The following table reflects the income and share data used in the basic and diluted EPS computations:
|
| | | | | | |
| 2017 | 2016 | 2015 |
Profit for the period - attributable to ordinary equity holders of the parent (in USD k) | 75,262 |
| 49,233 |
| 48,055 |
|
Weighted average number of ordinary shares (in thousands of shares) | 59,320 |
| 59,353 |
| 59,635 |
|
Basic EPS (in USD per share) | 1.27 |
| 0.83 |
| 0.81 |
|
dilutive effect of share based payments (in thousands of shares) | 1,354 |
| 801 |
| 195 |
|
Weighted average number of diluted ordinary shares (in thousands of shares) | 60,674 |
| 60,154 |
| 59,830 |
|
Diluted EPS (in USD per share) | 1.24 |
| 0.82 |
| 0.80 |
|
The weighted average number of shares for 2017 and 2015 were constant over the year. For 2016 the weighted average number of shares was determined by the weighted average number of shares taking into account the weighted average effect of the repurchase of treasury shares. The dilutive effect of the share-based payment transaction is the weighted number of shares considering the grant date and forfeitures during the respective fiscal years.
| |
(7) | Notes to the statement of financial position |
(7.1) Goodwill and other intangible assets
Intangible assets developed as follows:
|
| | | | | | | | | | | | |
| In USD k |
Cost | Goodwill | Developed Technology and Patents | Customer Relationships | Trademarks | Other intangible assets | Total |
As at January 1, 2016 | 52,815 |
| 60,858 |
| 70,298 |
| 18,726 |
| 43,969 |
| 246,666 |
|
Currency translation | (1,679 | ) | (1,933 | ) | (1,989 | ) | (595 | ) | (445 | ) | (6,641 | ) |
Additions | — |
| — |
| — |
| — |
| 2,958 |
| 2,958 |
|
Disposals | — |
| — |
| — |
| — |
| (12 | ) | (12 | ) |
As at December 31, 2016 | 51,136 |
| 58,925 |
| 68,309 |
| 18,131 |
| 46,470 |
| 242,971 |
|
As at January 1, 2017 | 51,136 |
| 58,925 |
| 68,309 |
| 18,131 |
| 46,470 |
| 242,971 |
|
Currency translation | 7,044 |
| 8,143 |
| 8,892 |
| 2,497 |
| 1,753 |
| 28,329 |
|
Additions | — |
| 441 |
| — |
| — |
| 714 |
| 1,155 |
|
Disposals | — |
| — |
| — |
| — |
| (75 | ) | (75 | ) |
As at December 31, 2017 | 58,180 |
| 67,509 |
| 77,201 |
| 20,628 |
| 48,862 |
| 272,380 |
|
|
| | | | | | | | | | | | |
| In USD k |
Amortization | Goodwill | Developed Technology and Patents | Customer Relationships | Trademarks | Other intangible assets | Total |
As at January 1, 2016 | — |
| 17,921 |
| 37,840 |
| 5,515 |
| 29,363 |
| 90,639 |
|
Currency translation | — |
| (766 | ) | (1,554 | ) | (236 | ) | (373 | ) | (2,929 | ) |
Amortization Expense | — |
| 4,125 |
| 8,043 |
| 1,270 |
| 8,502 |
| 21,940 |
|
Impairment Segment Restructruing | — |
| — |
| — |
| — |
| (7 | ) | (7 | ) |
Disposals | — |
| — |
| — |
| — |
| (12 | ) | (12 | ) |
As at December 31, 2016 | — |
| 21,280 |
| 44,329 |
| 6,549 |
| 37,473 |
| 109,631 |
|
As at January 1, 2017 | — |
| 21,280 |
| 44,329 |
| 6,549 |
| 37,473 |
| 109,631 |
|
Currency translation | — |
| 3,191 |
| 6,562 |
| 982 |
| 1,819 |
| 12,554 |
|
Amortization Expense | — |
| 4,210 |
| 7,890 |
| 1,296 |
| 7,972 |
| 21,368 |
|
Disposals | — |
| — |
| — |
| — |
| (75 | ) | (75 | ) |
As at December 31, 2017 | — |
| 28,681 |
| 58,781 |
| 8,827 |
| 47,189 |
| 143,478 |
|
|
| | | | | | | |
| In USD k |
Net carrying value | Goodwill | Developed Technology and Patents | Customer Relationships | Trademarks | Other intangible assets | Total |
As at December 31, 2016 | 51,136 | 37,645 | 23,981 | 11,582 | 8,997 | 133,340 | |
As at December 31, 2017 | 58,180 | 38,828 | 18,420 | 11,801 | 1,673 | 128,902 | |
Impairment testing of goodwill and intangible assets with indefinite lives
Goodwill acquired through business combinations has been allocated to the two groups of CGUs below for all periods presented, which are also operating and reportable segments for impairment testing:
Carrying amount of goodwill allocated to each of the groups of CGUs
Rubber USD 33,037k as at December 31, 2017 (2016: USD 29,037k)
Specialties USD 25,143k as at December 31, 2017 (2016: USD 22,089k)
The Group performs its annual impairment test in the fourth quarter based on September 30 actual results.
A comparison of each group of cash-generating units’ carrying amount with their recoverable amount did not result in impairment.
The recoverable amount of the Rubber group of CGUs has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The post-tax discount rate applied to post-tax cash flow projections is 8.29% (2016: 8.4%) and cash flows beyond the five-year period are extrapolated using a 1.1% growth rate (2016: 1.15%). As a result of this analysis, there was no impairment charged against goodwill in 2017, 2016 or 2015.
The recoverable amount of the Specialties group of CGUs has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The post-tax discount rate applied to the post-tax cash flow projections is 10.17% (2016: 8.47%). The growth rate used to extrapolate the cash flows of the unit beyond the five-year period is 1.1% (2016: 1.15%). As a result of this analysis, there was no impairment charged against goodwill in 2017, 2016 or 2015.
Key assumptions used in value in use calculations
The calculation of value in use for both Rubber and Specialties is most sensitive to the following assumptions:
EBITDA - the EBITDA applied are based on the projections from financial budgets approved by senior management covering a five-year period.
Discount rates - Discount rates represent the current market assessment of the risks specific to each group of CGUs, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity and other factors derived from a peer group. The beta factors are evaluated annually based on publicly available market data.
Sensitivity to changes in assumptions
With regard to the assessment of the value in use of the groups of CGUs to which goodwill is allocated, management believes that no reasonably possible change in any of the key assumptions would cause the carrying value of the groups of CGUs to materially exceed their recoverable amounts.
Technology and patents (including capitalized development costs), customer relationships, trademarks and other intangible assets mainly include assets with a remaining useful lifetime of 2.5 years (customer relationships with historical cost totaling USD 77,201k) and 9.5 years (know-how, production technologies and patents with historical cost totaling USD 67,509k and trademarks with historical cost totaling USD 20,628k).
(7.2) Property, plant and equipment
Property, plant and equipment developed as follows:
|
| | | | | | | | | | | | |
| In USD k |
Cost | Land | Land rights and buildings | Plant and machinery | Other equipment, furniture and fixtures | Prepayments and constructions in progress | Total |
As at January 1, 2016 | 45,808 |
| 88,021 |
| 467,843 |
| 20,229 |
| 35,864 |
| 657,765 |
|
Currency translation | (637 | ) | 1,474 |
| (2,795 | ) | (412 | ) | 159 |
| (2,211 | ) |
Additions | 244 |
| 1,083 |
| 36,544 |
| 2,701 |
| 23,369 |
| 63,941 |
|
Disposals | — |
| (254 | ) | (2,668 | ) | (248 | ) | (609 | ) | (3,779 | ) |
Reclassifications | 299 |
| (530 | ) | 24,480 |
| 773 |
| (25,022 | ) | — |
|
As at December 31, 2016 | 45,714 |
| 89,794 |
| 523,404 |
| 23,043 |
| 33,761 |
| 715,716 |
|
As at January 1, 2017 | 45,714 |
| 89,794 |
| 523,404 |
| 23,043 |
| 33,761 |
| 715,716 |
|
Currency translation | 4,726 |
| 7,004 |
| 43,901 |
| 2,562 |
| 3,659 |
| 61,852 |
|
Additions | 7 |
| 2,448 |
| 64,608 |
| 1,881 |
| 29,414 |
| 98,358 |
|
Disposals | (117 | ) | (815 | ) | (9,678 | ) | (2,266 | ) | (202 | ) | (13,078 | ) |
Reclassifications | 168 |
| 695 |
| 17,821 |
| 1,436 |
| (20,120 | ) | — |
|
As at December 31, 2017 | 50,498 |
| 99,126 |
| 640,056 |
| 26,656 |
| 46,512 |
| 862,848 |
|
|
| | | | | | | | | | | | |
| In USD k |
Depreciation | Land | Land rights and buildings | Plant and machinery | Other equipment, furniture and fixtures | Prepayments and constructions in progress | Total |
As at January 1, 2016 | — |
| 23,979 |
| 200,765 |
| 12,939 |
| — |
| 237,683 |
|
Currency translation | (30 | ) | 269 |
| (3,990 | ) | (330 | ) | — |
| (4,081 | ) |
Depreciation expense | — |
| 5,166 |
| 56,985 |
| 2,779 |
| — |
| 64,930 |
|
Impairment Segment Restructuring | 500 |
| 1,241 |
| 9,582 |
| 192 |
| 23 |
| 11,538 |
|
Disposals | — |
| (343 | ) | (2,463 | ) | (250 | ) | — |
| (3,056 | ) |
As at December 31, 2016 | 470 |
| 30,312 |
| 260,879 |
| 15,330 |
| 23 |
| 307,014 |
|
As at January 1, 2017 | 470 |
| 30,312 |
| 260,879 |
| 15,330 |
| 23 |
| 307,014 |
|
Currency translation | 65 |
| 3,016 |
| 24,282 |
| 1,698 |
| — |
| 29,061 |
|
Depreciation expense | — |
| 6,573 |
| 66,890 |
| 3,394 |
| — |
| 76,857 |
|
Reversal of Impairment Segment Restructuring | — |
| — |
| (1,151 | ) | — |
| — |
| (1,151 | ) |
Disposals | — |
| (399 | ) | (8,409 | ) | (2,255 | ) | — |
| (11,063 | ) |
Reclassifications | — |
| (3 | ) | 23 |
| (20 | ) | — |
| — |
|
As at December 31, 2017 | 535 |
| 39,499 |
| 342,514 |
| 18,147 |
| 23 |
| 400,718 |
|
|
| | | | | | | | | | | | |
| In USD k |
Carrying amount | Land | Land rights and buildings | Plant and machinery | Other equipment, furniture and fixtures | Prepayments and constructions in progress | Total |
As at December 31, 2016 | 45,244 | | 59,482 | | 262,525 | | 7,713 | | 33,739 | | 408,703 | |
As at December 31, 2017 | 49,963 | | 59,627 | | 297,542 | | 8,509 | | 46,489 | | 462,129 | |
The expected remaining depreciation per useful life range of the existing assets as at December 31, 2017 is as follows:
|
| | | | | | | | | | | |
| In USD k |
Depreciation per useful life range | 0-5 years | 6-10 years | 11-20 years | 21 years and beyond | Total |
Land rights and buildings | 24,354 | | 15,507 | | 13,080 | | 6,686 |
| | 59,627 | |
Plant and machinery | 203,742 | | 75,387 | | 18,413 | | — |
| | 297,542 | |
Other equipment, furniture and fixtures | 7,265 | | 1,141 | | 103 | | — |
| | 8,509 | |
(7.3) Trade receivables, other financial assets
|
| | | | | | | | | | | | | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Total | Thereof current | Thereof non‑current | Total | Thereof current | Thereof non‑current |
Trade receivables | 234,273 | | 234,273 |
| | — |
| | 200,809 | | 200,809 | | — |
| |
Receivables from hedges/ derivatives | 3,554 | | 907 |
| | 2,647 |
| | 2,979 | | 1,686 | | 1,293 |
| |
Loans | 689 | | — |
| | 689 |
| | 1,430 | | 625 | | 805 |
| |
Miscellaneous financial assets | 3,211 | | 2,983 |
| | 228 |
| | 3,436 | | 3,238 | | 198 |
| |
Other financial assets | 7,454 | | 3,890 |
| | 3,564 |
| | 7,845 | | 5,549 | | 2,296 |
| |
Total | 241,727 | | 238,163 |
| | 3,564 |
| | 208,654 | | 206,358 | | 2,296 |
| |
Cash and cash equivalents which are also financial assets are presented under note (7.6) Cash and cash equivalents.
(a) Trade receivables
The aging of trade receivables is as follows:
|
| | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Impaired receivables, net | 5,221 | | 2,632 | |
Gross amount (before impairment losses and allowances) | 10,441 | | 10,302 | |
Impairment provision (including allowances) | 5,220 | | 7,670 | |
Unimpaired receivables | 229,052 | | 198,177 | |
Not due | 214,732 | | 183,120 | |
Past due by | | |
Up to 3 months | 13,763 | | 14,639 | |
3 to 6 months | 473 | | 158 | |
6 to 9 months | 44 | | 74 | |
9 to 12 months | 5 | | 56 | |
More than 1 year | 35 | | 130 | |
Total | 234,273 | | 200,809 | |
See below for the movements in the provision for impairment of receivables:
|
| | | | |
| In USD k |
2017 | 2016 |
As at January 1, | 7,670 |
| 6,330 |
|
Addition | 4,270 |
| 5,075 |
|
Utilization | (768 | ) | (31 | ) |
Unused amounts reversed | (6,480 | ) | (3,430 | ) |
Currency translation | 528 |
| (274 | ) |
As at December 31, | 5,220 |
| 7,670 |
|
(b) Receivables from derivatives/hedges
On August 28, 2014, September 2, 2014 and November 10, 2017 the Group acquired interest rate caps to hedge interest rate risk on current term loan financing. These interest rate caps were measured at fair value as at December 31, 2017 of USD
2,647k (prior year: USD 1,077k). In 2017 the Group has entered into commodity derivative agreements to hedge the impact of raw material price fluctuations on cost of sales for specific sales. As of December 31, 2017 commodity derivatives accounted for receivables from derivatives of USD 237k (prior year: USD 1,400k). USD 670k of receivables from derivatives relates to the fair value of current foreign currency derivatives (prior year: USD 286k) and fair value of combined interest rate and foreign currency derivatives. The amounts of USD 670k and USD 237k reflect the current portion, USD 2,647k are non-current.
(c) Loans
The loans are neither due nor impaired.
(7.4) Inventories
|
| | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Raw materials, consumables and supplies | 64,147 | | 57,653 | |
Work in process | 11 | | 36 | |
Finished goods and merchandise | 95,176 | | 62,848 | |
Total | 159,334 | | 120,537 | |
In the periods ending December 31, 2017, 2016 and 2015 USD 2,714k, USD 4,382k and USD 1,801k, respectively, were recognized as an expense for damaged, obsolete and lost inventories.
In fiscal years 2017 and 2016, impairment losses were recognized on raw materials, consumables and supplies, merchandise and on finished goods. Impairment allowance on inventories as of December 31, 2017 and December 31, 2016 amounted to USD 1,717k and USD 4,436k, respectively, and developed as following:
|
| | | | |
| In USD k |
2017 | 2016 |
As at January 1, | 4,436 |
| 3,700 |
|
currency translation | 417 |
| (160 | ) |
Addition | 1,618 |
| 4,621 |
|
Utilization | (3,986 | ) | (3,634 | ) |
Release | (768 | ) | (92 | ) |
As at December 31, | 1,717 |
| 4,436 |
|
(7.5) Other assets
|
| | | | | | | | | | | | |
| In USD k | In USD k |
| As at Dec 31, | As at Dec 31, |
| 2017 | 2016 |
| Total | Thereof current | There of non‑current | Total | Thereof current | There of non‑current |
Miscellaneous other receivables | 33,876 | | 33,632 | | 244 | | 23,058 | | 22,052 | | 1,006 | |
Prepaid expenses | 5,045 | | 1,406 | | 3,639 | | 3,129 | | 1,122 | | 2,007 | |
Total | 38,921 | | 35,038 | | 3,883 | | 26,187 | | 23,174 | | 3,013 | |
Miscellaneous other receivables in the financial year are mainly related to VAT (USD 17,710k and USD 8,789k as at December 31, 2017 and 2016, respectively), advance payments (USD 5,457k and USD 7,370k as at December 31, 2017 and 2016, respectively) and guarantee deposits (USD 1,661k and USD 1,747k as at December 31, 2017 and 2016, respectively).
Prepaid expenses mainly include other unamortized transaction costs of USD 3,299k and USD 1,499k as at December 31, 2017 and 2016, respectively (of which USD 2,639k and USD 919k, respectively, is non-current) incurred in connection with the revolving credit facility that has not been utilized by the respective reporting dates (see note (7.10)(b) Revolving credit facility for further information on transaction costs in connection with the refinancing on July 25, 2014).
(7.6) Cash and cash equivalents
The cash and cash equivalents as of December 31, 2017 and 2016 of USD 72,284k and USD 77,906k, respectively, include bank balances and cash on hand of USD 71,536k and USD 77,893k and checks of USD 748k and USD 13k.
(7.7) Equity
(a) Subscribed capital
The Company’s fully paid-in subscribed capital, which is denominated in Euro, as at December 31, 2017 amounted to EUR 59,635k, represented by 59,320,214 shares held in total by public shareholders, except for 314,912 shares held in treasury by Orion Engineered Carbons S.A. The subscribed capital is presented in US-Dollar and amounted to USD 83,770k for each period and is based on historical EUR/USD conversion rates.
Since July 28, 2014, the Company’s authorized unissued share capital is Euro 29,818k consisting of 29,817,500 common shares with no par value. During a period of five years the Board of Directors is authorized to issue common shares, to grant options to subscribe for common shares (see also (6.8) Share-based payments) and to issue any other instruments convertible into common shares within the limit of authorized capital.
(b) Treasury Shares
On January 15, 2016, the Company adopted a share repurchase plan. The board of directors of the Company authorized the repurchase of up to US-Dollar 20 million worth of shares of Orion's issued and outstanding common shares.
The following table sets forth the numbers and average prices of the shares repurchased during the year ended December 31, 2016:
|
| | | | |
Period | Total Number of Shares Purchased | Average Price Paid per Share in US-Dollar | Maximum approximate Dollar Value of shares that may yet be purchased under the Program as of December 31, 2016 |
January 1, 2016 - January 31, 2016 | 104,438 | | $11.1647 | $18,833,978 |
February 1, 2016 - February 29, 2016 | 199,874 | | $12.3170 | $16,372,123 |
March 1, 2016 - March 31, 2016 | 10,600 | | $12.9293 | $16,235,072 |
April 1, 2016 - December, 2016 | 0 | | $0.0000 | $16,235,072 |
Total | 314,912 | | $11.9555 | $16,235,072 |
The US-Dollar-equivalent of shares repurchased during the year 2016 is USD 3,415k.
(c) Reserves
The capital reserves include the effects from the contribution in kind of EUR 196,357k (USD 264,532) in conjunction with the IPO. Furthermore, the equity-settled share-based payments at a total accumulated amount of USD 13,793k, USD 4,958k and USD 1,000k are recognised in the capital reserve as of December 31, 2017, 2016 and 2015. Refer to note (6.8) Share based payments for further details of the plan.
In the year ended December 31, 2015, the Group paid interim cash dividends of USD 0.74 per common share, equivalent to a total distribution of USD 44,291k in quarterly installments of USD 10,830k, USD 11,279k, USD11,312k, and USD 10,870k respectively , subsequently ratified in the annual general meeting in 2016.
In the year ended December 31, 2016, the Group paid interim cash dividends of USD 0.74 per common share, equivalent to a total distribution of USD 44,131k in quarterly installments of USD 11,273k USD 11,174k, USD11,238k, and USD 10,446k respectively, subsequently ratified in the annual general meeting in 2017.
In the year ended December 31, 2017, the Group paid interim cash dividends of USD 0.77 per common share, equivalent to a total distribution of USD 45,705k in quarterly installments of USD 10,786k USD 11,169k, USD11,905k, and USD 11,845k respectively.
The accumulated other reserves include gains and losses that are recognized directly in equity rather than in profit or loss. The reserve for hedges of a net investment in foreign operation includes net gains and losses from the change in the fair value of the effective portion of the hedge in investment in foreign operation. The foreign currency translation reserve includes accumulated translation differences from consolidation of financial statements of our subsidiaries that have a foreign functional currency.
(7.8) Pension provisions and post-retirement benefits
Provisions for pensions are established to cover benefit plans for retirement, disability and surviving dependents’ pensions. The benefit obligations vary depending on the legal, tax and economic circumstances in the various countries in which the Group companies operate. Generally, the level of benefit depends on the length of service and the remuneration.
In 2017, Germany accounted for approximately 89% (89% in 2016) of provisions for defined benefit pension obligations. There are also defined contribution pension plans in Germany and the United States for which our Group companies make regular contributions to off-balance sheet pension funds managed by third party insurance companies.
In South Korea, the company’s pension plan provides, at the option of employees for either defined benefit or defined contribution benefits. Plan assets relating to this plan reduce pension provision disclosed.
In 2017 and 2016, pension provisions developed as follows:
|
| | | | |
| In USD k |
2017 | 2016 |
At the beginning of the period | 57,697 |
| 48,985 |
|
Actuarial gain through other comprehensive income | 3,581 |
| 10,489 |
|
Less currency translation effect on actuarial reserve | (4,251 | ) | 1,215 |
|
Net pension expense | 2,460 |
| 256 |
|
Net (contribution)/return into/from plan assets | 509 |
| (974 | ) |
Net benefits paid | (2,414 | ) | (915 | ) |
Exchange difference | 7,808 |
| (1,359 | ) |
Pension provisions at the end of the period | 65,390 |
| 57,697 |
|
The weighted averages in the table below were used in the actuarial valuation of the assumptions underlying the obligations:
|
| | |
Assumptions | As at Dec 31, |
2017 | 2016 |
Discount rate | 1.90% | 1.90% |
Mortality | Heubeck Richttafeln 2005G | Heubeck Richttafeln 2005G |
Future pension increase | 1.5% | 1.5% |
A quantitative sensitivity analysis for the significant assumptions as at December 31, 2017 is shown below:
|
| | | | | |
| In USD k |
As at Dec 31, |
2017 |
Discount Rate | Pension Trend | Mortality |
Sensitivity level | 1.40% | 2.40% | 1.00% | 2.00% | + 2 Years |
Impact on defined benefit obligation | (6,614) | 5,698 | 8,610 | (9,512) | (4,130) |
A quantitative sensitivity analysis for the significant assumptions as at December 31, 2016 is shown below:
|
| | | | | |
| In USD k |
As at Dec 31, |
2016 |
Discount Rate | Pension Trend | Mortality |
Sensitivity level | 1.40% | 2.40% | 1.00% | 2.00% | + 2 Years |
Impact on defined benefit obligation | (6,017) | 5,161 | 7,330 | (8,132) | (3,621) |
The present value of the defined benefit obligation developed as follows:
|
| | | | |
| In USD k |
2017 | 2016 |
Present value of defined benefit obligation at the beginning of the period | 64,700 |
| 54,909 |
|
Actuarial (gain)/ loss | (747 | ) | 11,671 |
|
Current service cost | 772 |
| 788 |
|
Interest cost | 1,723 |
| 1,706 |
|
Benefits paid | (2,414 | ) | (915 | ) |
Other adjustments | 145 |
| (2,087 | ) |
Currency translation | 8,685 |
| (1,372 | ) |
Present value of defined benefit obligation at the end of the period | 72,864 |
| 64,700 |
|
Based on the weighted Macaulay method the defined benefit obligation has maturity respectively duration of 21.2 (prior year: 21.9 years).
The fair value of plan assets developed as follows:
|
| | | | |
| In USD k |
2017 | 2016 |
Fair value of plan assets at the beginning of the period | 7,003 |
| 5,924 |
|
Expected return on plan assets | 180 |
| 151 |
|
Employer contributions | 1,003 |
| 1,114 |
|
Employee contributions | — |
| 55 |
|
Actuarial gain/(loss) | (77 | ) | (33 | ) |
Benefits paid | (1,512 | ) | (195 | ) |
Currency translation | 877 |
| (13 | ) |
Fair value of plan assets | 7,474 |
| 7,003 |
|
The plan assets are held by Orion Engineered Carbons Co. Ltd. Korea, Bupyeong-gu, South Korea, and relate to qualifying insurance policies. These insurance policies do not have a quoted market price. The actual return on plan assets amounted to USD 103k and USD 118k for the years ended December 31, 2017 and 2016, respectively.
Financing as at December 31, 2017 and 2016 was as follows:
|
| | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Defined benefit obligation | 72,864 |
| 64,700 |
|
Fair value of plan assets | (7,474 | ) | (7,003 | ) |
Pension provision | 65,390 |
| 57,697 |
|
The total pension expense for continuing operations breaks down as follows:
|
| | | | | | |
| In USD k |
2017 | 2016 | 2015 |
Current service cost | 772 |
| 788 |
| 848 |
|
Interest expense | 1,723 |
| 1,706 |
| 1,653 |
|
Return on plan assets | (180 | ) | (151 | ) | (178 | ) |
Past service cost/(income) and other adjustments | 145 |
| (2,087 | ) | (1,388 | ) |
Net pension expense/(income) | 2,460 |
| 256 |
| 935 |
|
Effective at the end of 2013, all defined benefit plans in Germany were modified to close access to new participants and freeze benefits accrued under these plans at December 31, 2013 levels. Interest expense on the frozen obligation relating to these plans will continue to accrue. Due to minor contractual amendments (either individually or collectively) OEC benefited in terms of past service costs. In addition one program during the year ended December 31, 2016 ceased due to the closure of our Ambès (France) plant.
The interest cost and return on plan assets is shown in the finance result, see note (6.5) Finance income and costs. The other amounts are recorded as personnel expenses (pension expenses) in the functional areas. The expected pension contributions for 2018 amount to USD 1,999k. The weighted average term of the pension obligation is 21.2 years (prior year: 21.9 years).
The Group paid USD 12,803k, USD 12,754k and USD 12,344k for the years ended December 31, 2017, 2016 and 2015 for state defined contribution pension schemes (statutory pension insurance) in Germany and other countries. This amount is also recognized as personnel expenses (social security costs).
(7.9) Other provisions
|
| | | | | | | | | | | | | | | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Total | Thereof current | Thereof non-current | Total | Thereof current | Thereof non-current |
Personnel provisions | 38,143 | | 28,549 |
| | 9,594 |
| | 36,044 | | 25,960 |
| | 10,084 |
| |
Provisions for sales and procurement | 3,384 | | 3,384 |
| | — |
| | 2,898 | | 2,898 |
| | — |
| |
Provisions for environmental protection measures | 1,967 | | 517 |
| | 1,450 |
| | 1,777 | | 534 |
| | 1,243 |
| |
Provisions for restoration | 2,300 | | — |
| — |
| 2,300 |
| | 3,163 | | — |
| | 3,163 |
| |
Restructuring provision related to Rubber footprint | 8,717 | | 8,717 |
| | — |
| | 16,675 | | 16,675 |
| | — |
| |
Other provisions | 18,304 | | 18,304 |
| | — |
| | 17,238 | | 17,238 |
| | — |
| |
Total | 72,815 | | 59,471 |
| | 13,344 |
| | 77,795 | | 63,305 |
| | 14,490 |
| |
Personnel provisions are recognized for a number of different contingencies. These include management bonuses and variable compensation, statutory phased retirement arrangements and other company early retirement agreements, accrued vacation and other outstanding overtime obligations. The majority of the provisions will be utilized within five years.
Provisions for sales and procurement mainly relate to guarantee obligations, outstanding sales commissions, price reductions such as discounts and bonuses, purchased goods and services not yet invoiced. All the provisions will be utilized within the subsequent year.
Provisions for restoration and environmental protection measures are mandatory due to agreements, laws and requirements imposed by authorities. They include soil treatment, water protection, landfill restoration and soil decontamination obligations. The majority of these provisions will be utilized on a long-term basis after more than five years.
Provisions related to Rubber footprint restructuring include severances, demolition, site remediation and securing expenses, as further described in notes (6.4) Restructuring expenses .
The provision for other obligations relates to product liability and patent, tax, anti-trust, legal and advisory services and similar accrued obligations.
The Company does not anticipate any reimbursements related to the provisions recorded.
Other provisions as at December 31, 2017 and 2016 developed as follows:
|
| | | | | | | | | | | | | | |
| In USD k |
| Personnel provisions | Provisions for sales and procure-ment | Provisions for environ- mental protection measures | Provisions for restoration | Restructuring provision related to Rubber footprint | Other provisions | Total |
As at Dec 31, 2016 | 36,044 |
| 2,898 |
| 1,777 |
| 3,163 |
| 16,675 |
| 17,238 |
| 77,795 |
|
Currency translation | 3,583 |
| 261 |
| 248 |
| (84 | ) | 1,594 |
| 1,460 |
| 7,062 |
|
Additions | 24,006 |
| 3,162 |
| 138 |
| — |
| 2,368 |
| 8,603 |
| 38,277 |
|
Utilization | (25,311 | ) | (2,934 | ) | (288 | ) | (825 | ) | (11,919 | ) | (7,792 | ) | (49,069 | ) |
Reversals | (280 | ) | (5 | ) | (1 | ) | — |
| — |
| (1,204 | ) | (1,490 | ) |
Unwinding of the discount/change in interest rate | 102 |
| — |
| 94 |
| 45 |
| — |
| — |
| 241 |
|
As at Dec 31, 2017 | 38,143 |
| 3,384 |
| 1,967 |
| 2,300 |
| 8,717 |
| 18,304 |
| 72,815 |
|
|
| | | | | | | | | | | | | | |
| In USD k |
| Personnel provisions | Provisions for sales and procure-ment | Provisions for environ-mental protection measures | Provisions for restoration | Restructuring provision related to Rubber footprint | Other provisions | Total |
As at Dec 31, 2015 | 38,734 |
| 2,907 |
| 1,841 |
| 3,343 |
| — |
| 11,435 |
| 58,260 |
|
Currency translation | (887 | ) | 8 |
| (62 | ) | 8 |
| (1,063 | ) | 305 |
| (1,691 | ) |
Additions | 24,014 |
| 3,103 |
| 108 |
| 176 |
| 17,894 |
| 13,810 |
| 59,105 |
|
Utilization | (25,823 | ) | (3,056 | ) | (111 | ) | (364 | ) | (156 | ) | (7,735 | ) | (37,245 | ) |
Reversals | (147 | ) | (63 | ) | — |
| — |
| — |
| (577 | ) | (787 | ) |
Unwinding of the discount/change in interest rate | 153 |
| — |
| — |
| — |
| — |
| — |
| 153 |
|
As at Dec 31, 2016 | 36,044 |
| 2,898 |
| 1,777 |
| 3,163 |
| 16,675 |
| 17,238 |
| 77,795 |
|
(7.10) Trade payables, other financial liabilities
|
| | | | | | | | | | | | | | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Total | Thereof current | Thereof non-current | Total | Thereof current | Thereof non-current |
Term Loan | 669,891 | | 6,004 | | 663,887 |
| | 651,496 |
| | 4,771 |
| | 646,725 |
| |
Local bank loans | 12,512 | | 18 | | 12,494 |
| | — |
| | — |
| | — |
| |
Liabilities from derivatives | 5,193 | | 929 | | 4,264 |
| | 910 |
| | 910 |
| | — |
| |
Other financial liabilities | 116 | | 62 | | 54 |
| | 212 |
| | 79 |
| | 133 |
| |
Total financial liabilities | 687,712 | | 7,013 | | 680,699 |
| | 652,618 |
| | 5,760 |
| | 646,858 |
| |
| | | | | | |
Trade payables | 169,624 | | 169,624 | | — |
| | 129,563 |
| | 129,563 |
| | — |
| |
| | | | | | |
Total | 857,336 | | 176,637 | | 680,699 |
| | 782,181 |
| | 135,323 |
| | 646,858 |
| |
(a) Term Loans
On July 25, 2014, Orion entered into a refinancing of its indebtedness. Orion entered into its current USD-equivalent 895m credit facility term loan (term loan liability denominated in USD: 358m, term loan liability denominated in EUR: 399m)
with an original maturity date of July 25, 2021 (the “Term Loans”). Interest is calculated based on 3-M-EURIBOR (for EUR denominated loan), or 3-M-USD-LIBOR (for USD denominated loan) plus a 3.75%-4.00% margin (depending on leverage ratio). For both EURIBOR and USD-LIBOR a floor of 1.0% applied. At least 1% of the principal amount is required to be repaid per annum; Orion may make additional voluntary repayments. On December 30, 2015, a voluntary repayment of EUR 25.0 million and USD 27.0 million was made. Further debt repayments of EUR 20.0 million and USD 22.0 million were made on January 29, 2016 and July 15, 2016 as well as EUR 11.0 million and USD 9.0 million were made on January 23, 2017.
On September 30, 2016 the Company signed an amendment to the credit agreement, dated as of July 25, to reprice its EUR- and USD- denominated outstanding term loans. The repricing resulted in a 100 basis point reduction to interest, from the previous annual interest rate of 4.75% (3.75% margin plus floor of 1.00%) to an annual interest rate of 3.75% (3.00% margin plus floor of 0.75%), and it reduced Orion’s annual cost of debt by approximately USD 6.9 million. Other provisions of this credit agreement remained unchanged.
On May 5, 2017, the Company signed another amendment to the credit agreement, dated as of July 25, 2014 to reprice its EUR- and USD- denominated outstanding term loans. The repricing resulted in a 100 basis point reduction to interest for the EUR denominated loan, from the previous annual interest rate of currently 3.75% (3.00% margin plus 3-M-EURIBOR (minimum floor of 0.75%) to an annual interest rate of currently 2.75% (2.75% margin plus 3-M-EURIBOR (minimum floor of 0.00%)), and in a 50 basis points reduction to interest for the USD denominated loan, from the previous annual interest rate of 3.00% margin plus 3-M-USD-LIBOR (minimum floor of 0.75%)) to an annual interest rate of 2.50% margin plus 3-M-USD-LIBOR (minimum floor of 0.00%). It reduced Orion’s annual cost of debt by approximately USD 5.3 million. Other provisions of this credit agreement remained unchanged.
On November 7, 2017, the company signed an additional amendment to the credit agreement, dated as of July 25, 2014 to reprice its EUR denominated outstanding term loan, and to extend the term of the Term Loans. The repricing resulted in a 25 basis points reduction to interest for the EUR denominated loan, from the previous annual interest rate of currently 2.75% margin plus 3-M-EURIBOR (minimum floor of 0.00%) to an annual interest rate of currently 2.50% margin plus 3-M-EURIBOR (minimum floor of 0.00%). It reduced Orion’s annual cost of debt by approximately USD 1.0 million. The term extension resulted in a new maturity date of July 25, 2024 (previously July 25, 2021). Other provisions of this credit agreement remained unchanged.
Transaction costs incurred directly in connection with the incurrence of the Euro and U.S. Dollar denominated term loans, thereby reducing their carrying amount, are amortized as finance costs over the term of the loans. The transaction costs incurred upon issuance of the Term Loans in 2014 amount to USD 23,404k equivalent. In connection with the repricing described above further transaction costs of USD 3,455k equivalent in 2017 and USD 2,096k equivalent in 2016 were incurred and capitalized. In 2017, an amount of USD 3,931k equivalent related to capitalized transaction costs was amortized and recognized as finance costs in this regard (prior year: USD 3,566k equivalent). In addition an amount of USD 414k was amortized as finance costs due to the voluntary redemption in the first quarter of 2017 (prior year: USD 795k).
The carrying value as at December 31, 2017 includes the nominal amount of the Term Loans plus accrued unpaid interest less deferred transaction costs of USD 14,343k (December 31, 2016: USD 13,200k).
(b) Revolving credit facility
To generally safeguard the Company’s liquidity, the Company has entered into revolving credit facilities (“RCF”).
As part of the refinancing, on July 25, 2014 the then-existing revolving facility was replaced by a EUR 115m multicurrency revolving credit facility with an original maturity date July 25, 2019. Interest is calculated based on EURIBOR (for EUR drawings), and USD-LIBOR (for USD drawings) plus 2.5%-3.0% margin (depending on leverage ratio). The RCF has not been drawn. Transaction costs in the amount of USD 3,341k originally incurred in connection with the RCF are also recorded as deferred expenses and are amortized as finance costs on a straight-line basis over the term of the facility (until July 25, 2019).
The amendment to the Credit Agreement entered into on May 5, 2017 (i) reduces the commitment fee paid on the unused commitments from 40% of the Applicable Rate (as defined in the Credit Agreement) to 35% of the Applicable Rate, (ii) extends the maturity date for the revolving credit facility to April 25, 2021 and (iii) increases the aggregate amount of revolving credit commitments to €175 million. All other terms of the Credit Agreement remained unchanged.
Additional Transaction costs in conjunction with the RCF in the amount of USD 2,313k incurred in connection with the Amendment to the Credit Agreement are also recorded as deferred expenses and are amortized as finance costs on a straight-line basis over the term of the facility (until April 25, 2021).
During 2017, transaction costs of USD 705k were amortized (prior year: USD 609k). Unamortized transaction costs that were incurred in conjunction with the RCF in July 2014 and the Amendment on May 30, 2017, amount to USD 3,298k as at December 31, 2017 and USD 1,499k as at December 31, 2016.
(c) Liabilities from derivatives/hedges
On November 14, 2017 the Group acquired floored forward interest rate swaps to hedge interest rate risk on current term loan financing.
(d) Local bank loans
On August 10, 2017, OEC Co. Ltd. in Korea has closed a term loan facility with Hana Bank with an amount of KRW 24 billion and a term of three years to finance the consolidation of our two plants in Korea. The loan is collateralized by real estate and machinery of our plant in Bupyong. As of December 31, 2017 the loan is drawn with an amount of USD 12,512k.
(7.11) Deferred and current taxes
|
| | | | |
Deferred tax assets | In USD k |
As at Dec 31, |
2017 | 2016 |
Assets | | |
Intangible assets | 1,204 |
| 1,120 |
|
Property, plant and equipment | 2,312 |
| 2,771 |
|
Financial assets | 7,308 |
| 19,787 |
|
Inventories | 2,121 |
| 2,710 |
|
Receivables, other assets | 2,782 |
| 2,092 |
|
Liabilities | | |
Provisions | 19,843 |
| 19,526 |
|
Liabilities | 26,579 |
| 41,320 |
|
Other | | |
Loss carryforwards | 18,957 |
| 21,707 |
|
Total deferred tax assets | 81,106 |
| 111,033 |
|
Netting with deferred tax liabilities | (37,560 | ) | (46,781 | ) |
Deferred tax assets (net) | 43,546 |
| 64,252 |
|
|
| | | | |
Deferred tax liability | In USD k |
As at Dec 31, |
2017 | 2016 |
Assets | | |
Intangible assets | 820 |
| 1,263 |
|
Property, plant and equipment | 32,784 |
| 48,120 |
|
Financial assets | 6,629 |
| 21,397 |
|
Receivables, other assets | 13,578 |
| 15,665 |
|
Liabilities | | |
Provisions | 6,808 |
| 5,406 |
|
Liabilities | 2,062 |
| 1,898 |
|
Total deferred tax liabilities | 62,681 |
| 93,749 |
|
Netting with deferred tax assets | (37,560 | ) | (46,781 | ) |
Deferred tax liabilities (net) | 25,121 |
| 46,968 |
|
Net deferred tax | (18,425 | ) | (17,284 | ) |
Management assesses the recoverability of deferred tax assets. The assessment depends on future taxable profits being generated during the periods in which tax measurement differences reverse and tax loss carryforwards can be claimed. Orion expects that sufficient taxable income will be available to recover deferred tax assets due to the tax group in place.
As of December 31, 2017 and 2016, certain loss carryforwards were subject to restrictions with respect to the offsetting of losses. No deferred tax assets were recorded on these loss carryforwards if it is not likely that they will be used by future taxable income.
The following tax loss and interest carryforwards were recognized as at December 31, 2017 and 2016 (gross amounts):
|
| | | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Corporate income tax loss carryforwards | 114,551 |
| | 91,058 | |
Trade tax loss carryforwards | — |
| | 42,554 | |
Total | 114,551 |
| | 133,612 | |
No deferred tax assets were recognized for the following items (gross amounts):
|
| | | | |
| In USD k |
As at Dec 31, |
2017 | 2016 |
Deductible temporary differences | 34,019 | | 31,744 | |
Corporate income tax loss carryforwards | 125,198 | | 162,341 | |
Trade tax loss carryforwards | 256 | | 2,481 | |
Interest carryforwards for tax purposes | 24,628 | | 18,732 | |
Total | 184,101 | | 215,298 | |
The tax loss carryforwards for which no deferred tax assets were recorded and which do not expire amount to USD 110,601k (prior year: USD 157,931k). USD 4,215k (prior year: USD 6,196k) expires within 1 to 5 years.
USD 10,638k (prior year: USD 694k) expires later than 5 years.
No deferred taxes were recognized on a taxable temporary difference of USD 17,837k (prior year: USD 22,413k) in connection with subsidiaries (IAS 12.39).
Deferred tax liabilities in the USA were reduced by USD 8,820k, deferred tax assets were reduced by USD 429k and taxes within other comprehensive income were reduced by USD 504k mainly reflecting the changes following the U.S. tax reform and the future corporate tax rate of 21%.
| |
(8) | Notes to the statement of cash flows |
Significant non-cash expenses for the year ended December 31, 2017 mainly consist of unrealized foreign currency gains on our USD Term Loan amounting to USD 14,346k (net of offsetting effects due to the hedge of an net investment in a foreign operation) due to the U.S. Dollar depreciating against the EUR from 0.9487 EUR/USD as at December 31, 2016 to 0.8338 EUR/USD as at December 31, 2017 and amortization of capitalized transaction costs of USD 5,050k. Additions to property, plant and equipment unpaid as at December 31 are reflected in trade payables.
For the year ended December 31, 2016 the unrealized foreign exchange rate losses on the Term Loan amounted to USD 3,475k (net of offsetting effects due to the hedge of an net investment in a foreign operation) due to a increase of EUR foreign exchange rate from 0.9185 EUR/USD as at December 31, 2015 to 0.9487 as at December 31, 2016. Additionally, amortized capitalized transaction expenses for term loans amounted to USD 4,175k. Additions to property, plant and equipment unpaid as at December 31 are reflected in trade payables.
For the year ended December 31, 2015 the unrealized foreign exchange rate loss on the Term Loan amounted to USD 18,835k (net of offsetting effects due to the hedge of an net investment in a foreign operation) due to a increase of USD foreign
exchange rate from 0.8237 EUR/USD as at December 31, 2014 to 0.9185 as at December 31, 2015. Additionally, amortized capitalized transaction expenses for term loans amounted to USD 5,298k. Additions to property, plant and equipment unpaid as at December 31 are reflected in trade payables.