Orion S.A.OEC

Orion S.A. Goodwill & Intangibles Disclosure

10-KFiled Feb 17, 20263 min read
Goodwill and Intangible Assets
Goodwill
The carrying amount of goodwill attributable to each reportable segment for the years ended December 31, are as follows:
GoodwillRubberSpecialtyTotal
(In millions)
Balance as of January 1, 2024
$30.5 $45.6 $76.1 
Foreign currency impact(1.9)(2.7)(4.6)
Balance as of December 31, 2024
28.6 42.9 71.5 
Impairment(32.3)(48.5)(80.8)
Foreign currency impact3.7 5.6 9.3 
Balance as of December 31, 2025(1)
$— $— $— 
(1) At December 31, 2025, accumulated goodwill impairment was $80.8 million.
In the third quarter of 2025, we performed our quantitative impairment assessments for each of our two reporting units at September 30, 2025.
For our quantitative assessments, we estimated the value of each of our reporting units using both a discounted cash flows (“DCF”) analysis and a multiple of expected future cash flows, such as those used by third-party analysts. The DCF analysis included market participant weighted average cost of capital, revenue, gross margin, capital expenditures, and long-term growth rates based on historical information and our best estimate of future forecasts. The market approach involved significant judgment, including the selection of an appropriate peer group, selection of valuation multiples, and determination of the appropriate weighting in our valuation model. These assumptions included the use of significant unobservable inputs, representative of a Level 3 fair value measurement.
Based on our quantitative assessments, mainly related to a decline in the trading price of our Common Stock and our market capitalization, we concluded that the calculated fair value of our Rubber Carbon Black (“RCB”) and Specialty Carbon Black (“SCB”) reporting units were lower than their respective book values. In our Rubber reporting unit, elevated levels of low value tire imports from Asia during 2025 have directly impacted our demand in core Western markets and our overall profitability. In our Specialty reporting unit, persistently soft industrial economies coupled with uncertainty related to global trade, tariffs and regulatory matters have impacted our demand and portfolio mix. As a result, we performed quantitative impairment assessments for each of our two reporting units at September 30, 2025. As a result, we recognized a non-cash goodwill impairment charge of $80.8 million in the third quarter of 2025 with respect to both reporting units. No tax benefit was recorded because we determined it is a non-tax-deductible expense.
There was no goodwill impairment charge in 2024 or 2023.
Intangible Assets
The components of identifiable intangible assets, at cost, and the related accumulated amortization, at December 31, are as follows:
20252024
CostAccumulated AmortizationNetCostAccumulated AmortizationNet
(In millions)
Developed technology and patents$74.2 $72.0 $2.2 $65.6 $59.7 $5.9 
Customer relationships78.8 76.5 2.3 70.4 68.1 2.3 
Trademarks20.2 19.5 0.7 17.9 16.2 1.7 
Long-term contracts8.2 3.8 4.4 7.3 2.4 4.9 
Other intangible assets49.0 44.4 4.6 46.7 43.0 3.7 
Total intangible assets$230.4 $216.2 $14.2 $207.9 $189.4 $18.5 
Amortization expense for the years ended December 31, 2025, 2024 and 2023 was $8.2 million, $7.2 million and $6.1 million, respectively, and is included in Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Operations.
The estimated aggregate amortization expense for intangible assets for the fiscal years ending December 31, are as follows:
Year(In millions)
2026$5.0 
20272.1 
20282.0 
20291.2 
20300.9 
Thereafter3.0 
Total aggregated amortization$14.2 

Historical Timeline

Fiscal YearFiled
2025Feb 17, 2026Showing above
2024Feb 20, 2025
2023Feb 15, 2024
2022Feb 24, 2023
2021Feb 17, 2022
2019Feb 20, 2020

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

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