Tronox Limited
Company Summary
Financial Data:
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Recent news
- 9/1/2017 - Tronox Announces Sale of Alkali Chemicals Business to Genesis Energy, L.P.
- 8/7/2017 - Genesis Energy Announces... (subscriber access)
Company Transactions
Date: 2/15/2018
Type: Acquisition
NOTES:
Tronox Limited has announced an agreement to acquire the TiO2 business of Cristal for $1.673 billion of cash and Class A ordinary shares representing 24 percent ownership in pro forma Tronox.
Tronox Limited has announced an agreement to acquire the TiO2 business of Cristal for $1.673 billion of cash and Class A ordinary shares representing 24 percent ownership in pro forma Tronox.
REGIONS:
Worldwide
Date: 9/1/2017
Type: Acquisition
NOTES:
Genesis Energy completed the acquisition of Tronox’s trona and trona-based exploring, mining, processing, producing, marketing and selling business for approximately $1,325 million in cash.
Genesis Energy completed the acquisition of Tronox’s trona and trona-based exploring, mining, processing, producing, marketing and selling business for approximately $1,325 million in cash.
News & Press Releases
Criterion News
- 9/1/2017 - Tronox Announces Sale of Alkali Chemicals Business to Genesis Energy, L.P.
- 8/7/2017 - Genesis Energy Announces... (subscriber access)
Press Releases
- Released selected preliminary unaudited financial results for the quarter ending December 31, 2020:
- Revenue expected to be $783 million(1)
- Adjusted EBITDA expected to be $200 to $204 million(1)(2)
- Termination of the TTI transaction agreement following rejection by the U.K. Competition and Markets Authority ("CMA") of a remedy proposal and opening of a Phase 2 investigation
- $300 million discretionary debt repayment to be made by the end of the quarter from cash on the balance sheet originally intended for the TTI acquisition
- Total of $500 million in discretionary debt repayments including $200 million repayment made in December 2020
- Increasing annualized dividend to $0.32 per share from $0.28 per share, equivalent to a 14 percent increase, effective when the normal first quarter 2021 dividend is declared
- Well-positioned to continue participation in the recovery and demonstrate the full capabilities of Tronox's vertically integrated portfolio
- Revenue of $578 million decreased 27 percent compared to $791 million
- TiO2 sales of $466 million, including revenue from the acquired Cristal operations, decreased 25 percent compared to $625 million
- Zircon sales of $68 million, including revenue from the acquired Cristal operations, decreased 23 percent from $88 million
- Feedstock and other products sales of $44 million, including revenue from the acquired Cristal operations, decreased 44 percent from $78 million
- Adjusted EBITDA of $142 million decreased 27 percent compared to $195 million
- Selling, general and administrative ("SG&A") expenses were $80 million compared to $103 million
- Interest expense of $47 million decreased from $54 million in the year-ago quarter
- Revenue of $578 million decreased 30 percent compared to $827 million in the year-ago quarter, driven by impacts to sales volumes due to COVID-19
- TiO2 sales of $466 million were 29 percent lower compared to $657 million; sales volumes decreased 27 percent; selling prices were 2 percent lower on a local currency basis and 3 percent lower on a U.S. dollar basis
- Zircon sales of $68 million were 24 percent lower than $89 million in the year-ago quarter; sales volumes were 12 percent lower and selling prices were 13 percent lower
- Feedstock and other products sales of $44 million decreased 46 percent from $81 million
- Adjusted EBITDA of $142 million was 29 percent lower than $200 million in the year-ago quarter, driven primarily by lower sales volumes due to COVID-19, absence of deferred margin benefit, increased costs, and one-time costs related to our South African mining and beneficiation operations during the countrywide lockdown; this was partially offset by synergies, favorable foreign exchange rates, and improved ore grades at our Australian mine sites
- SG&A expenses were $80 million compared to $85 million
- Interest expense of $47 million decreased from $54 million in the year-ago quarter
- Revenue of $578 million decreased 20 percent compared to $722 million
- TiO2 sales of $466 million were 20 percent lower than $580 million; sales volumes decreased 19 percent – driven by impacts from regional lockdowns due to COVID-19 – and selling prices were level sequentially
- Zircon sales of $68 million increased 5 percent from $65 million, driven by a 2 percent increase in sales volumes that was a result of a benefit from shipment timing and a 2 percent increase in selling prices due to favorable product mix
- Feedstock and other products sales of $44 million decreased 43 percent compared to $77 million, due to a lack of mandated shipments of CP slag, lower sales volumes of pig iron, and an opportunistic sale of excess ilmenite in Q1 that did not repeat in Q2
- Adjusted EBITDA of $142 million decreased 18 percent compared to $174 million, driven primarily by lower TiO2 sales volumes due to COVID-19, lower feedstock and other product volumes, increased costs, and one-time costs related to our South African mining and beneficiation operations during the countrywide lockdown; this was partially offset by synergies, favorable foreign exchange rates, and improved ore grades at our Australian mine sites
- SG&A expenses were $80 million compared to $94 million, due to cost reductions
- Interest expense of $47 million increased from $45 million in the previous quarter, due to new debt issuance
- As of June 30, 2020, debt was $3.5 billion and debt, net of cash and cash equivalents was $2.8 billion
- Liquidity was over $1.1 billion as of June 30, 2020, comprised of cash and cash equivalents of $722 million and $401 million available under revolving credit agreements
- Restricted cash of $27 million includes $18 million held in escrow related to the TTI acquisition
- In the second quarter 2020, capital expenditures were $44 million and depreciation, depletion and amortization expense was $72 million
- Free Cash Flow for the quarter was $56 million, primarily due to working capital improvements
- Jefferies Virtual Industrials Conference, August 5, 2020
- Credit Suisse 33rd Annual Virtual Basic Materials Conference, September 16 – 17, 2020
- Reflect the ongoing business of Tronox Holdings plc in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating the operating results and future prospects of Tronox Holdings plc;
- Provide an additional view of the operating performance of the Company by adding interest expense & income, income taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt, stock-based compensation charges, transaction costs associated with acquisitions, integration costs, purchase accounting adjustments, foreign currency re-measurements, impairments, settlements of pension and postretirement plans, impacts of tax settlements on non-income related taxes, severance expense, and noncash pension and postretirement expense and accretion expense are made to exclude items that are either non-cash or unusual in nature;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies; and
- We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Holdings plc" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Revenue expected to be $722 million(1)
- Adjusted EBITDA expected to be $172 million(1)(2) (Non-GAAP)
- Adjusted EPS expected to be between $0.20 and $0.26(1)(2) (Non-GAAP)
- Solid balance sheet and broad flexibility to manage cash flows
- Revenue of $700 to $730 million
- Adjusted EBITDA of $160 to $170 million
- Adjusted EPS of $0.10 to $0.18
- SunTrust Robinson Humphrey Corporate Access Call Series with Jeffry Quinn, March 26, 2020 at 8:30am ET (NY time)
- Virtual Non-deal Roadshow with BMO Capital Markets, March 31, 2020
- Revenue of $693 million
- Income from operations of $44 million; Adjusted EBITDA of $156 million; Adjusted EBITDA margin of 23 percent (Non-GAAP)
- GAAP diluted EPS of $0.00; Adjusted diluted EPS of $0.14 (Non-GAAP)
- TiO2 local selling prices 1 percent lower benefiting from margin stability initiatives and sales volumes down within seasonally typical range, 9 percent, versus third quarter 2019
- Zircon continues to deliver strong profitability and margin enhancement despite softer market conditions as revenue up 4 percent versus third quarter 2019 driven by 7 percent sales volume increase partially offset by 3 percent lower selling prices
- Revenue of $2,642 million
- Income from operations of $95 million; Adjusted EBITDA of $615 million within previously issued guidance range; Adjusted EBITDA margin of 23 percent (Non-GAAP)
- GAAP diluted loss per share from continuing operations of ($0.81); Adjusted diluted EPS of $0.47 above top-end of previously issued guidance range (Non-GAAP)
- Total acquisition synergies of $89 million achieved, exceeding increased guidance issued in the third quarter of $65 million by $24 million
- Free Cash Flow of $214 million exceeded top-end of previously issued guidance by $79 million (Non-GAAP)
- Returned $315 million to shareholders through share repurchases and regular dividend payments
- $100 million discretionary debt repayment made in December 2019
- Board declared increase in quarterly dividend of 56%, which equates to a $0.28 per share annual dividend, up from $0.18 per share, reinforcing confidence in our business model and ability to generate strong free cash flow throughout cycles
- Raising total synergies targets for 2020 to $190 million, 2021 to $275 million, and 2022 to $325 million
- Full Year 2020 Outlook:
- Revenue of $3.0 – $3.3 billion
- Adjusted EBITDA of $700 – $800 million (Non-GAAP)
- Adjusted diluted EPS of $0.55 – $1.10 (Non-GAAP)
- Capex of $260 – $290 million
- Free Cash Flow over $200 million (Non-GAAP)
- Full Year 2020 Outlook:
- Revenue of $3.0 – $3.3 billion
- Adjusted EBITDA of $700 – $800 million (Non-GAAP)
- Adjusted diluted EPS of $0.55 – $1.10 (Non-GAAP)
- Capex of $260 – $290 million
- Free Cash Flow over $200 million (Non-GAAP)
- Revenue of $693 million, increased 62 percent from $429 million
- TiO2 sales of $544 million, including revenue from the acquired Cristal operations, increased 116 percent compared to $252 million
- Zircon sales of $71 million, including revenue from the acquired Cristal operations, decreased 13 percent from $82 million
- Feedstock and other products sales of $78 million, including revenue from the acquired Cristal operations, decreased 18 percent from $95 million
- Adjusted EBITDA of $156 million increased 30 percent compared to $120 million
- Revenue of $693 million was 5 percent lower than $728 million in the year-ago quarter
- TiO2 sales of $544 million were 1 percent lower compared to $550 million; sales volumes increased 3 percent; selling prices were 4 percent lower on a local currency basis and 5 percent lower on a U.S. dollar basis
- Zircon sales of $71 million were 34 percent lower than $107 million in the year-ago quarter; sales volumes were 29 percent lower when compared to a very strong prior-year quarter of shipments, as well as softer market conditions, primarily in China, with continued impacts felt by the trade war, environmental regulations and generally slower growth
- Feedstock and other products sales of $78 million increased 10 percent from $71 million on higher CP slag sales
- Adjusted EBITDA of $156 million was 28 percent lower than $216 million in the year-ago quarter, due to lower TiO2 selling prices, lower zircon sales volumes and selling prices and higher production costs, partially offset by favorable foreign exchange on costs, primarily the South African rand and Australian dollar, and acquisition synergies
- Revenue of $693 million decreased 10 percent compared to $768 million
- TiO2 sales of $544 million were 10 percent lower than $603 million; sales volumes declined within the seasonally typical range – 9 percent – and selling prices were 1 percent lower on a local currency basis and on a U.S. dollar basis
- Zircon sales of $71 million increased 4 percent from $68 million, driven by a 7 percent increase in sales volumes benefiting from shipment timing, partially offset by 3 percent lower selling prices
- Feedstock and other products sales of $78 million decreased 20 percent from $97 million driven by lower CP slag and pig iron sales volumes
- Adjusted EBITDA of $156 million decreased 15 percent compared to $184 million, primarily due to seasonally normal lower sales volumes for TiO2, lower feedstock and other sales volumes, higher production costs and the absence of integration margin benefits, partially offset by favorable foreign exchange on costs, primarily the South African rand and Australian dollar, and acquisition synergies
- On December 31, 2019, debt was $3,026 million and debt, net of cash and cash equivalents was $2,724 million, excluding restricted cash
- As of December 31, 2019, liquidity was $648 million comprised of cash and cash equivalents of $302 million and $346 million available under revolving credit agreements
- In the fourth quarter 2019, capital expenditures were $58 million and depreciation, depletion and amortization expense was $75 million
- Tronox returned approximately $315 million to shareholders in 2019 through share repurchases and regular dividend payments
- Alembic Global Advisors Conference, Deer Valley, UT, February 27-28, 2020
- Reflect the ongoing business of Tronox Holdings plc in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating the operating results and future prospects of Tronox Holdings plc;
- Provide an additional view of the operating performance of the Company by adding interest expense & income, income taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt, stock-based compensation charges, transaction costs associated with acquisitions, integration costs, purchase accounting adjustments, foreign currency re-measurements, impairments, settlements of pension and postretirement plans, impacts of tax settlements on non-income related taxes, severance expense, and noncash pension and postretirement expense and accretion expense are made to exclude items that are either non-cash or unusual in nature;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies; and
- We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Holdings plc" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Revenue of $768 million
- Net loss from continuing operations of ($12) million including purchase accounting and transaction-related costs
- Adjusted EBITDA of $184 million; Adjusted EBITDA margin of 24 percent equal to second quarter 2019 on pro forma basis (Non-GAAP)
- GAAP diluted loss per share from continuing operations of ($0.13)
- Adjusted diluted EPS of $0.21 (Non-GAAP)
- TiO2 selling prices less than 1 percent lower on local currency basis and volumes down sequentially within seasonally typical range, 7 percent, versus second quarter 2019 on pro forma basis
- Synergies of $45 million delivered since Cristal TiO2 acquisition closing in April 2019
- Raising target for acquisition synergies for 2019 to $65 million from $45 million
- Returned approximately $309 million to shareholders year-to-date through repurchase of approximately 21.5 million shares and regular dividend payments
- Revenue of $2,650-2,700 million
- Adjusted EBITDA of $615-635 million (Non-GAAP)
- Adjusted diluted EPS of $0.33-0.44 (Non-GAAP)
- Free Cash Flow of $120-135 million (Non-GAAP)
- Revenue of $3,015-3,065 million
- Adjusted EBITDA of $680-700 million (Non-GAAP)
- Adjusted diluted EPS of $0.25-0.36 (Non-GAAP)
- Revenue of $768 million, increased 68 percent from $456 million; excluding $10 million of revenue in the year-ago quarter from the Electrolytic business sold in September 2018, revenue increased 72 percent
- TiO2 pigment sales of $603 million, including revenue from the acquired Cristal operations, increased 96 percent compared to $307 million
- Zircon sales of $68 million including revenue from the acquired Cristal operations, decreased 6 percent from $72 million
- Feedstock and other products sales of $97 million, including revenue from the acquired Cristal operations, increased 45 percent from $67 million
- Adjusted EBITDA of $184 million increased 44 percent compared to $128 million, driven primarily by incremental Cristal adjusted EBITDA, favorable foreign exchange and favorable margin benefits from the shift to fully integrated operations; partially offsetting the increase was lower contribution margin on lower sales volumes, higher production costs and lower pigment and feedstock selling prices
- SG&A expenses were $82 million including SG&A costs from the acquired Cristal business compared to $62 million; partially offsetting the increase were $12 million of lower professional fees related to the acquisition
- Interest expense of $51 million increased from $47 million in the year-ago quarter due primarily to higher average interest rates for borrowings in South Africa, partially offset by lower average debt
- Revenue of $768 million was 8 percent lower than $832 million driven primarily by lower zircon sales volumes, lower TiO2 selling prices, unfavorable translation of the Euro, and the absence of revenue from the Electrolytic business sold in September 2018; excluding revenue of $10 million in the year-ago quarter from the Electrolytic business, revenue was 7 percent lower
- TiO2 pigment sales of $603 million were 4 percent lower compared to $629 million; sales volumes increased 3 percent; selling prices were 5 percent lower on a local currency basis and 7 percent lower on a U.S. dollar basis
- Zircon sales of $68 million decreased 35 percent from $104 million, as selling prices were 4 percent lower and sales volumes were 32 percent lower due to softer market conditions, primarily in China
- Feedstock and other products sales of $97 million increased 9 percent from $89 million on higher CP slag sales
- Adjusted EBITDA of $184 million was 14 percent lower than $215 million, as lower zircon sales volumes, lower TiO2 selling prices, unfavorable translation of the Euro, and higher operating costs due to production downtime at the legacy Cristal Gingko mining operations in Australia (full operations resumed in August 2019) were partially offset by favorable foreign exchange on costs, primarily the Australian dollar and South African rand
- Selling, general and administrative expenses ("SG&A") of $82 million decreased from $91 million, primarily due to lower employee-related costs
- Interest expense of $51 million decreased from $53 million in the year-ago quarter due to lower average debt levels
- Revenue of $768 million, decreased 3 percent compared to $791 million
- TiO2 pigment sales of $603 million decreased 4 percent compared to $625 million; sales volumes declined 2 percent; selling prices were less than 1 percent lower on a local currency basis and on a U.S. dollar basis
- Zircon sales of $68 million decreased 23 percent from $88 million, driven by a 19 percent decrease in sales volumes and 4 percent lower selling prices
- Feedstock and other products sales of $97 million increased 24 percent from $78 million driven by higher CP slag and pig iron sales volumes
- Adjusted EBITDA of $184 million decreased 6 percent compared to $195 million, primarily due to lower sales volumes for TiO2 and zircon, partially offset by favorable FX on costs and lower SG&A expenses
- SG&A expenses were $82 million compared to $103 million, driven primarily by reduced discretionary spending, lower employee-related expenses and lower transaction and integration costs related to the acquisition
- Interest expense of $51 million compared to $54 million in the prior quarter primarily due to lower debt
- Revenue of $768 million decreased 7 percent from $827 million on lower TiO2 and zircon sales volumes, partially offset by higher CP slag sales volumes
- TiO2 pigment sales of $603 million were 8 percent lower compared to $657 million; sales volumes were 7 percent lower, within seasonally typical range; selling prices were less than 1 percent lower on a local currency basis and U.S. dollar basis
- Zircon sales of $68 million decreased 24 percent from $89 million driven by 20 percent lower sales volumes and 4 percent lower selling prices
- Feedstock and other products sales of $97 million increased 20 percent from $81 million driven by higher CP slag and pig iron sales volumes
- Adjusted EBITDA of $184 million decreased 8 percent from $200 million, driven primarily by lower TiO2 and zircon sales volumes; higher production costs were offset by favorable foreign exchange on costs, primarily the Australian dollar and South African rand
- SG&A expenses were $82 million compared to $85 million, primarily due to lower professional service expenses
- Interest expense of $51 million compared to $54 million due to lower average debt balances
- On September 30, 2019, debt was $3,122 million and debt, net of cash and cash equivalents was $2,817 million
- As of September 30, 2019, liquidity was $661 million comprised of cash and cash equivalents of $305 million and $356 million available under revolving credit agreements
- In the third quarter 2019, capital expenditures were $59 million and depreciation, depletion and amortization expense was $74 million
- Tronox has returned approximately $309 million to shareholders year-to-date in 2019 through the repurchase of approximately 21.5 million shares and regular dividend payments
- TZMI Congress 2019, Singapore, November 12, 2019
- Goldman Sachs Mining & Metals Conference, New York, November 20, 2019
- Citi Basic Materials Conference, New York, December 3, 2019
- Bank of America Merrill Lynch Leveraged Finance Conference, Boca Raton, FL, December 4, 2019
- Reflect the ongoing business of Tronox Holdings plc in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating the operating results and future prospects of Tronox Holdings plc;
- Provide an additional view of the operating performance of the Company by adding interest expense & income, income taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt, stock-based compensation charges, transaction costs associated with acquisitions, integration costs, purchase accounting adjustments, foreign currency re-measurements, impairments, settlements of pension and postretirement plans, impacts of tax settlements on non-income related taxes, severance expense, and noncash pension and postretirement expense and accretion expense are made to exclude items that are either non-cash or unusual in nature;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies; and
- We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Holdings plc" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Revenue of $791 million
- Net loss from continuing operations of ($55) million including purchase accounting and transaction-related closing costs
- Adjusted EBITDA of $195 million (Non-GAAP)
- GAAP diluted EPS from continuing operations of ($0.41)
- Adjusted diluted EPS of $0.26 (Non-GAAP)
- Revenue of $827 million up 15 percent
- TiO2 sales volumes up 17 percent and selling prices level on local currency basis
- Zircon sales volumes up 8 percent and selling prices 1 percent lower due to customer and product mix
- Net income from continuing operations of $42 million
- Adjusted EBITDA of $200 million up 42 percent reflecting sales volume growth, realized synergies and margin benefits from shift to fully integrated operations (Non-GAAP)
- Returned approximately $294 million to shareholders from start of second quarter 2019 to August 6, 2019, through repurchase of approximately 21.5 million shares and dividends
- Maintaining outlook for full year 2019 within previously provided ranges and narrowing guidance on a reported basis to:
- Lower half of previously provided range for Revenue of $2,830-2,980 million
- Lower half of previously provided range for Adjusted EBITDA of $635-740 million (Non-GAAP)
- High end of previously provided range for Adjusted diluted EPS of ($0.17)-0.43 (Non-GAAP)
- Within previously provided range for Free Cash Flow of $130-160 million (Non-GAAP)
- Lower half of previously provided range for Revenue of $2,830-2,980 million
- Lower half of previously provided range for Adjusted EBITDA of $635-740 million (Non-GAAP)
- High end of previously provided range for Adjusted diluted EPS of ($0.17)-0.43 (Non-GAAP)
- Within previously provided range for Free Cash Flow of $130-160 million (Non-GAAP)
- Revenue of $791 million, including $353 million of revenue related to the acquired operations of Cristal, increased 61 percent from $492 million; excluding $15 million of revenue in the year-ago quarter from the Electrolytic business sold in September 2018, revenue increased 66 percent
- TiO2 pigment sales of $625 million increased 81 percent compared to $346 million; sales volumes were 90 percent higher; selling prices were 4 percent lower on a local currency basis and 5 percent lower on a U.S. dollar basis, as translation of the Euro was a $5 million headwind
- Zircon sales of $88 million increased 13 percent from $78 million, as 15 percent higher selling prices were partially offset by 2 percent lower sales volumes
- Feedstock and other products sales of $78 million increased 47 percent from $53 million; higher ilmenite sales were partially offset by lower CP slag and pig iron sales
- Adjusted EBITDA of $195 million increased 32 percent compared to $148 million, driven primarily by incremental Cristal adjusted EBITDA of $61 million and favorable foreign exchange on costs of $23 million; partially offsetting the increase were lower sales volumes of $14 million, unfavorable foreign exchange on revenue of $5 million and higher production costs of $18 million, primarily for direct materials and utilities
- Selling, general and administrative expenses ("SG&A") were $103 million compared to $79 million; SG&A costs from the acquired Cristal business accounted for $22 million of the increase; higher employee-related costs and integration costs of $9 million were partially offset by $6 million of lower professional fees
- Interest expense of $54 million compared to $48 million primarily due to higher average interest rates related to borrowings in South Africa
- Revenue of $827 million was 8 percent lower than $903 million; excluding revenue of $15 million in the year-ago quarter from the Electrolytic business sold in September 2018, revenue was 7 percent lower
- TiO2 pigment sales of $657 million were 7 percent lower compared to $703 million; sales volumes increased 3 percent; selling prices were 6 percent lower on a local currency basis and 8 percent lower on a U.S. dollar basis, as translation of the Euro was a $16 million headwind
- Zircon sales of $89 million decreased 18 percent from $108 million, as 12 percent higher selling prices were more than offset by 27 percent lower sales volumes due to shipment timing and lower year-on-year sales and production volumes at legacy Cristal mining operations in Australia
- Feedstock and other products sales of $81 million compared to $77 million; higher CP slag sales volumes were partially offset by lower ilmenite sales as we are not actively selling ilmenite in the market due to our expanded internal requirements following the closing of the Cristal acquisition
- Adjusted EBITDA of $200 million was 22 percent lower than $257 million, driven by lower TiO2 selling prices, higher external feedstock costs in legacy Cristal operations and lower zircon sales volumes resulting from lower production volumes at legacy Cristal mining operations in Australia
- Selling, general and administrative expenses were $85 million compared to $60 million primarily due to higher employee-related costs, R&D expenses and integration costs
- Interest expense of $54 million compared to $53 million in the year-ago quarter due to higher average interest rates related to borrowings in South Africa
- Revenue of $791 million, including $353 million of revenue related to the acquired operations of Cristal, increased 103 percent compared to $390 million
- TiO2 pigment sales of $625 million increased 126 percent compared to $277 million; sales volumes up 126 percent; selling prices were 1 percent lower on a local currency basis and on a U.S. dollar basis
- Zircon sales of $88 million increased 38 percent from $64 million, driven by a 39 percent increase in sales volumes; selling prices were 1 percent lower
- Feedstock and other products sales of $78 million increased from $49 million due to higher sales volumes from the acquired Cristal business
- Adjusted EBITDA of $195 million increased 144 percent compared to $80 million, driven primarily by incremental Cristal adjusted EBITDA of $61 million, $28 million of deferred margin benefits reflecting the shift to fully integrated operations, and higher TiO2, zircon and CP slag sales volumes that, combined, contributed $16 million to the increase
- Selling, general and administrative expenses were $103 million compared to $67 million; SG&A costs from the acquired Cristal business of $22 million and transaction and integration costs related to the acquisition of $15 million accounted for the increase
- Interest expense of $54 million compared to $49 million in the prior quarter primarily due to higher average interest rates related to borrowings in South Africa
- Revenue of $827 million increased 15 percent from $720 million
- TiO2 pigment sales of $657 million were 15 percent higher compared to $570 million; sales volumes increased 17 percent; selling prices were level to the prior quarter and 1 percent lower on a U.S. dollar basis
- Zircon sales of $89 million increased 7 percent from $83 million driven by 8 percent higher sales volumes; selling prices were 1 percent lower
- Feedstock and other products sales of $81 million increased from $68 million; higher CP slag sales volumes were more than offset by lower ilmenite sales as we are not actively selling ilmenite in the market due to our expanded internal requirements following the closing of the Cristal acquisition
- Adjusted EBITDA of $200 million increased 42 percent from $141 million, driven primarily by higher TiO2, zircon and feedstock and co-products sales volumes that, combined, contributed $34 million, deferred margin benefits of $28 million reflecting the shift to fully integrated operations and realized synergies of $11 million
- Selling, general and administrative expenses were $85 million compared to $93 million, primarily due to lower employee benefit and professional service expenses
- Interest expense of $54 million compared to $55 million due to lower average debt balances
- On June 30, 2019, debt was $3,194 million and debt, net of cash and cash equivalents, including $9 million of restricted cash, was $2,788 million
- As of June 30, 2019, liquidity was $798 million comprised of cash and cash equivalents of $397 million and $401 million available under revolving credit agreements
- In the second quarter 2019, capital expenditures were $56 million and depreciation, depletion and amortization expense was $84 million
- Tronox returned approximately $294 million to shareholders from the start of the second quarter 2019 to August 6, 2019, through the repurchase of approximately 21.5 million shares and dividends
- On May 9, 2019, we repurchased 14 million Tronox shares from Exxaro Resources for an aggregate purchase price of approximately $200 million or $14.3185 per share. The share price was based upon a 5 percent discount to the 10-day volume weighted average price as of the day that Exxaro exercised their sale notice to the company
- On June 3, 2019, the company's Board of Directors authorized the repurchase of up to $100 million of the company's stock
- During the second quarter 2019, we purchased 4,957,098 shares of common stock under the stock repurchase program at an average price of $11.26 per share and at a cost of approximately $56 million
- As of August 6, 2019, we had purchased a total of 7,453,391 shares under the authorization at an average price of $11.59 per share and at a cost of approximately $86 million
- Credit Suisse Basic Materials Conference, New York, September 10, 2019
- Deutsche Bank Leveraged Finance Conference, Phoenix, September 24-25, 2019
- Reflect the ongoing business of Tronox Holdings plc in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating the operating results and future prospects of Tronox Holdings plc;
- Provide an additional view of the operating performance of the company by adding interest expense & income, income taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt, stock-based compensation charges, transaction costs associated with acquisitions, integration costs, purchase accounting adjustments, foreign currency re-measurements, impairments, settlements of pension and postretirement plans, impacts of tax settlements on non-income related taxes, severance expense, and noncash pension and postretirement expense and accretion expense are made to exclude items that are either non-cash or unusual in nature;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Holdings plc" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Revenue of $390 million down 12 percent versus first quarter 2018; down 9 percent excluding $12 million of revenue in prior-year quarter from Electrolytic business sold in September 2018; primary drivers were 10 percent lower pigment sales volumes and $6 million of unfavorable Euro translation
- Revenue down 9 percent versus fourth quarter 2018, as higher pigment sales volumes were more than offset by lower zircon, feedstock and pig iron sales volumes due to shipment timing
- Income from operations of $16 million; Adjusted EBITDA of $80 million (Non-GAAP) reflected transitioning TiO2 pigment market conditions that improved as the quarter was completed and the financial impact of certain actions taken in operations in preparation for moving from a long to short feedstock position following the closing of the Cristal acquisition
- For the second quarter 2019, Adjusted EBITDA (Non-GAAP) of $125 million to $135 million expected for legacy Tronox driven by improved pigment market conditions, increased zircon shipments and the margin benefits of the actions taken in operations prior to closing the Cristal acquisition (1)
- GAAP diluted loss per share ($0.27); adjusted diluted loss per share of ($0.18) (Non-GAAP)
- Continued to successfully work with our pigment customers on margin stability initiatives; TiO2 pigment selling prices 2 percent lower than prior-year quarter and 1 percent lower than prior quarter on local currency basis
- Transformational acquisition of Cristal TiO2 business completed on April 10, 2019
- Sale of Cristal's former North American TiO2 business to INEOS Enterprises for $700 million closed on May 1, 2019 and divestiture of 8120 paper laminate grade to Venator Materials closed on April 26, 2019
- Repurchased 14 million Tronox shares directly from Exxaro Resources at a price of $14.32 per share on May 9, 2019, using portion of proceeds from INEOS transaction
- Tronox Investor Conference, New York, May 30, 2019
- Deutsche Bank Global Industrial & Materials Summit, Chicago, June 6, 2019
- Barclays High Yield Conference, Colorado Springs, CO, June 6-7, 2019
- Vertical Research Partners Materials Conference, New York, June 18, 2019
- Citi Leveraged Finance Conference, Park City, UT, June 19-21, 2019
- BMO Capital Markets Chemicals & Materials Conference, New York, June 27, 2019
- Reflect the ongoing business of Tronox Holdings plc in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating the operating results and future prospects of Tronox Holdings plc;
- Provide an additional view of the operating performance of the company by adding interest expense & income, income taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt, stock-based compensation charges, transaction costs associated with acquisitions, foreign currency re-measurements, impairments, settlements of pension and postretirement plans, impacts of tax settlements on non-income related taxes, severance expense, and noncash pension and postretirement expense and accretion expense are made to exclude items that are either non-cash or unusual in nature;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Holdings plc" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Results demonstrate benefits of vertical integration with strong performance in feedstock and co-products led by zircon
- Revenue of $429 million down 8 percent from prior year as higher feedstock and co-products selling prices more than offset by lower pigment sales volumes and absence of revenue from Electrolytic business sold in September 2018; revenue down 5 percent excluding $14 million of Electrolytic revenue in prior year
- Income from operations of $68 million up 13 percent versus prior year; adjusted EBITDA of $125 million down 7 percent versus prior year (Non-GAAP)
- GAAP diluted EPS of ($0.05); adjusted diluted EPS of $0.06 (Non-GAAP)
- TiO2 income from operations of $83 million; TiO2 adjusted EBITDA of $152 million and TiO2 adjusted EBITDA margin of 35 percent (Non-GAAP)
- Proposed remedial transaction documents related to Cristal acquisition submitted to the FTC following the joint motion to delay briefing schedule in the Part 3 administrative proceeding
- Exxaro Mineral Sands Transaction Completion Agreement ensures the orderly sale of Exxaro's Tronox shares; includes Tronox option to directly repurchase shares Exxaro elects to sell; facilitates Tronox's ability to purchase Exxaro's 26 percent ownership interest in Tronox South African subsidiaries
- Shareholder meeting scheduled for March 8, 2019 for the purpose of approving redomiciliation from Australia to the UK; benefits of UK domicile include greater flexibility in implementing share repurchases, elimination of current dual-class share structure and enhanced protection of our $4.1 billion of NOLs
- "We once again clearly demonstrated the benefits of our vertical integration in the fourth quarter with strong performance in feedstock and co-products, led by zircon.
- Compared sequentially to the third quarter, pigment selling prices were down 1 percent on a local currency basis while pigment sales volumes were 15 percent lower due to the normal seasonal decline and customer destocking primarily in Europe and Asia. These results were in line with our expectations.
- We anticipate a return to normal demand and inventory levels as this destocking runs its course by mid-year and are purposefully building inventory to meet this anticipated pickup in demand.
- We continued to work constructively with our customers on unique win-win margin stability initiatives that provide the predictability of price and stability of supply that our customers deserve and, at the same time, provide the margin stability necessary that will allow us to consistently reinvest in our business throughout the cycle.
- Our TiO2 adjusted EBITDA margin of 35 percent improved from 34 percent a year ago and 33 percent in the third quarter reflecting the strong commercial performance in feedstock and co-products, led by zircon.
- As a vertically integrated producer in a rising high-grade feedstock price environment, we expect to derive significant and differentiating benefits relative to non-integrated pigment producers."
- Quinn continued, "In addition to delivering strong operating and financial performance, we also have advanced a number of our strategic initiatives:
- We made significant progress toward consummating the Cristal acquisition as evidenced by the filing by the FTC, Tronox and Cristal last week of a joint motion to delay the appeals schedule in the Part 3 adjudication. Since then, we have completed negotiations with INEOS Enterprises concerning the proposed remedial transaction involving Cristal's North American TiO2 business, including its two-plant Ashtabula TiO2 complex, and last week submitted definitive documents to the FTC staff for its review and comment. We will continue to work with the FTC staff with the goal of receiving approval by the FTC Commissioners by the end of the first quarter.
- We signed the Mineral Sands Transaction Completion Agreement with Exxaro Resources. This Agreement ensures the orderly sale of Exxaro's Tronox shares, includes the option for us to directly repurchase shares Exxaro elects to sell, and facilitates our ability to purchase Exxaro's 26 percent ownership interest in our South African subsidiaries. On February 15, we completed the first of the series of transactions contemplated by this agreement with the redemption of Exxaro's 26 percent ownership interest in Tronox Sands, a U.K. limited liability partnership. This redemption will improve our overall capital structure and free up cash in South Africa that will enable us to pay down term debt in the U.S.
- We progressed with our planned redomiciliation to the UK from Australia when the Australian court approved our definitive proxy materials, mailed those materials to our shareholders in advance of the March 8th special shareholder meeting, and discussed the benefits of redomiciling directly with a number of our large shareholders. Among the numerous benefits of UK domicile are greater flexibility in implementing share repurchases, elimination of our current dual-class share structure and enhanced protection of our $4.1 billion of NOLs."
- Investor Meetings, Fermium Research, New York, March 26, 2019
- Tronox Investor Conference, New York, May 30, 2019
- Deutsche Bank Global Industrial & Materials Summit, Chicago, June 6, 2019
- Barclays High Yield Conference, Colorado Springs, CO, June 6-7, 2019
- Vertical Research Partners Materials Conference, New York, June 18, 2019
- Citi Leveraged Finance Conference, Park City, UT, June 19-21, 2019
- BMO Capital Markets Chemicals & Materials Conference, New York, June 27, 2019
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects;
- Provide an additional view of the operating performance of the company by adding interest expense & income, income taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt, stock-based compensation charges, transaction costs associated with acquisitions, foreign currency re-measurements, impairments, settlements of pension and postretirement plans, impacts of tax settlements on non-income related taxes, severance expense, and noncash pension and postretirement expense and accretion expense are made to exclude items that are either non-cash or unusual in nature;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Strong performance reflects benefits of vertical integration and favorable market conditions across TiO2 pigment, feedstock and co-products
- Revenue of $492 million up 17 percent versus prior year driven by pigment and zircon sales growth
- Income from operations more than doubled to $65 million; adjusted EBITDA of $147 million up 48 percent versus prior year (Non-GAAP)
- GAAP diluted EPS of $0.29; adjusted diluted EPS of $0.31 (Non-GAAP)
- TiO2 income from operations of $108 million up 77 percent; adjusted EBITDA of $169 million up 37 percent versus prior year; TiO2 adjusted EBITDA margin of 34 percent (Non-GAAP)
- TiO2 free cash flow of $93 million (1)
- European Commission granted approval of acquisition conditional upon paper laminate product grade divestiture; definitive agreement for divestiture to Venator Materials PLC submitted to Commission; awaiting final approval
- Memorandum of Understanding signed for negotiation of definitive agreement to sell Cristal Ashtabula, Ohio TiO2 production complex to Venator Materials PLC if divestiture of Ashtabula required to secure final regulatory approval in the United States
- Hearing in U.S. District Court on FTC's request for preliminary injunction scheduled for August 7, 2018
- UBS Chemicals Conference, New York, September 5, 2018
- RBC Global Industrials Conference, Las Vegas, September 6, 2018
- Credit Suisse Basic Materials Conference, New York, September 12, 2018
- Deutsche Bank Leveraged Finance Conference, Scottsdale, AZ, October 2-3, 2018
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt and stock-based compensation charges are made to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- If the U.S. District Court issues a preliminary injunction to prevent the Cristal acquisition, Tronox has the right to require Venator to purchase Ashtabula for $1.1 billion.
- If Tronox does not exercise its right promptly after an adverse ruling by the U.S. District Court and continues to pursue the Part 3 proceeding in front of the FTC's Administrative Law Judge, Tronox has the right to require Venator to purchase Ashtabula for $900 million after the FTC Part 3 process has concluded.
- If Tronox fails to exercise its right to require Venator to purchase Ashtabula, Venator may require Tronox to divest Ashtabula to Venator for $900 million.
- Barclays Materials ROC Stars Conference, New York, March 28, 2018
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt and stock-based compensation charges attempt to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- The FTC's case is premised on a narrow and flawed view of the size of the TiO2 market. The commission, for example, focuses on TiO2 produced by the chloride process, all but ignoring TiO2 produced via the sulfate process, thereby overlooking nearly half of the available product and miscalculating the market share of individual producers, including overstating the post-transaction Tronox/Cristal. Similarly, the commission's proposed North American market ignores global trade flows and excludes a significant amount of TiO2 imported from Europe and Asia.
- The FTC has taken the position that the market operates as an oligopoly, and the post-merger Tronox/Cristal will coordinate to restrain production. In fact, the combined company will have powerful incentives to run its pigment plants at full capacity, regardless of the activities of competitors.
- The FTC believes the merger partners intend to cut pigment production unilaterally. The opposite is true — the transaction makes sense only if the combined firm can exploit all potential synergies to safely expand production at a lower cost per ton.
- Citi Basic Materials Conference, New York, November 28, 2017
- Goldman Sachs Metals & Mining Conference, New York, November 29, 2017
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to gain (loss) on extinguishment of debt and stock-based compensation charges attempt to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- UBS Chemicals Conference, New York, September 6, 2017
- Credit Suisse Basic Materials Conference, New York, September 13, 2017
- RBC Global Industrials Conference, Las Vegas, September 14, 2017
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to purchase accounting and stock-based compensation charges attempt to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Revenue of $622 million up 16 percent versus prior year; TiO2 revenue up 26 percent
- GAAP diluted EPS of $0.02; adjusted EPS of $0.09 (Non-GAAP)
- Income from operations of $55 million; adjusted EBITDA of $140 million up 97 percent versus prior year (Non-GAAP)
- TiO2 income from operations of $61 million up more than seven-fold and adjusted EBITDA of $123 million up 116 percent versus prior year; adjusted EBITDA margin of 29 percent
- TiO2 pigment selling prices 7 percent above prior quarter and 18 percent above prior-year quarter
- Alkali income from operations of $23 million up 92 percent and adjusted EBITDA of $41 million up 41 percent versus prior year
- Loss from sale related to the Alkali transaction is expected to be approximately $200 million in the second half of the year
- Alembic Global Chemicals Conference, Deer Valley, UT, March 2-3, 2017
- Goldman Sachs Chemicals Intensity Day, Houston, March 21, 2017
- Barclays Materials ROC Stars Conference, New York, March 29, 2017
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to purchase accounting and stock-based compensation charges attempt to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Morgan Stanley Leveraged Finance Conference, New Orleans, November 9-10, 2016
- Goldman Sachs Global Metals & Mining Conference, New York, November 16, 2016
- Citi Basic Materials Conference, New York, November 29, 2016
- Bank of America Merrill Lynch Leveraged Finance Conference, Boca Raton, November 29-30, 2016
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to purchase accounting and stock-based compensation charges attempt to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- UBS Global Chemicals Conference, New York, September 7, 2016
- RBC Global Industrials Conference, Las Vegas, September 8, 2016
- Credit Suisse Basic Materials Conference, New York, September 13, 2016
- Credit Suisse Global Credit Products Conference, Miami, September 22-23, 2016
- Deutsche Bank Leveraged Finance Conference, Phoenix, September 27-28, 2016
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to purchase accounting and stock-based compensation charges attempt to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
- Alembic Global Advisors Chemical Conference, Deer Valley, UT, February 25-26, 2016
- B. Riley & Co. Annual Investor Conference, Hollywood, CA, May 25, 2016
- Reflect Tronox Limited's ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude income and expense that are not reflective of ongoing operating results;
- Provide useful information to investors and others in understanding and evaluating Tronox Limited's operating results and future prospects in the same manner as management and in comparing financial results across accounting periods;
- Provide additional view of the operating performance of the company by adding interest expenses, taxes, depreciation, depletion and amortization to the net income. Further adjustments due to purchase accounting and stock-based compensation charges attempt to exclude items that are either non-cash or unusual in nature;
- Assist investors to assess the company's compliance with financial covenants under its debt instruments;
- Adjusted EBITDA is one of the primary measures management uses for planning and budgeting processes and to monitor and evaluate financial and operating results. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to measures of our financial performance as determined in accordance with U.S. GAAP, such as net income (loss). Because other companies may calculate EBITDA and Adjusted EBITDA differently than Tronox, EBITDA may not be, and Adjusted EBITDA as presented in this release is not, comparable to similarly titled measures reported by other companies, and
- We believe that the non-U.S. GAAP financial measure "Adjusted net loss attributable to Tronox Limited" and its presentation on a per share basis provide useful information about our operating results to investors and securities analysts. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period.
1/26/2021 - Tronox Announces Dates For Fourth Quarter 2020 Earnings Release & Webcast Conference Call
Tronox Announces Dates For Fourth Quarter 2020 Earnings Release & Webcast Conference Call
Source: PR Newswire
Orignial Article: https://contentapi.cision...
STAMFORD, Conn., Jan. 26, 2021 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) announced today the following schedule for its fourth quarter 2020 earnings release and webcast conference call:
Earnings Release: Wednesday, February 17, 2021, after the market close via PR Newswire and the Tronox Holdings plc website: tronox.com
Webcast Conference Call: Thursday, February 18, 2021, at 8:00 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: investor.tronox.com
Dial-in Telephone Numbers:
United States: 1-866-270-1533
International: 1-412-317-0797
Conference Call Presentation Slides will be used during the conference call and are available on our investor relations website: investor.tronox.com
Conference Call Replay: Available via the internet and telephone beginning on February 18, 2021, 1:00 p.m. ET (New York), until February 23, 2021, 5:00 p.m. ET (New York)
Internet Replay: investor.tronox.com
Replay Dial-in Telephone Numbers:
United States: 1-877-344-7529
International: 1-412-317-0088
Replay Access Code: 10151992
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Jennifer Guenther
+1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-fourth-quarter-2020-earnings-release--webcast-conference-call-301215563.html
SOURCE Tronox Holdings plc
Article Date
1/26/2021Tronox Releases Selected Preliminary Fourth Quarter 2020 Financial Results and Announces Termination of TTI Acquisition Agreement
Source: PR Newswire
Orignial Article: https://contentapi.cision...
STAMFORD, Conn., Jan. 18, 2021 /PRNewswire/ --
Summary:
(1) | Note: The information is preliminary, based upon information available as of today and is subject to change and finalization following the completion of management's disclosure controls process. |
(2) | Refer to the tables at the end of this press release for a reconciliation to net income. Investors are cautioned that net income is not finalized and is subject to change, primarily due to the finalization of the income tax provision which would not impact Adjusted EBITDA. For this reason, earnings per share and adjusted earnings per share are not available at this time. |
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), a leading integrated manufacturer of titanium dioxide pigment, today released selected preliminary unaudited financial results for the quarter ending December 31, 2020, and provided an update on its business, including the decision to terminate its agreement with Eramet S.A. ("Eramet") to acquire the TiZir Titanium and Iron ("TTI") business following the CMA's rejection of a remedy proposal and opening of a Phase 2 investigation.
"We are disappointed with the rejection of our remedy proposal and respectfully disagree with the view taken by the CMA," stated Jean-François Turgeon, co-Chief Executive Officer; Executive Vice President and Chief Operating Officer. "While TTI was an asset that would have furthered our vertical integration strategy, the decision to terminate the agreement reflects the fact that under the CMA's rules, we could not have obtained regulatory approval prior to the termination date under the agreement with Eramet. We are currently building significant momentum in the market and are already well-positioned to execute on our strategic plans with our existing portfolio today. We will continue to leverage our vertical integration and sourcing strategy to supply our pigment feedstock requirements and remain focused on our efforts to bring the Jazan smelter online." Upon signing of the agreement to acquire TTI in May 2020, $18 million of funds were placed into escrow which, due to the termination of the agreement, will now be released to Eramet as a break fee.
John D. Romano, co-Chief Executive Officer; Executive Vice President, Chief Commercial and Strategy Officer, commented, "We remain confident that our vertical integration strategy will continue to provide a competitive advantage, allowing Tronox to deliver reliable, safe, quality, low-cost, sustainable tons to our customers while outperforming our TiO2 peers. The TiO2 business continues to benefit from the global industry recovery in 2021. With the current momentum, we are very optimistic about the short-, medium-, and long-term potential for both TiO2 and Tronox as the leading integrated supplier in the industry.'
"Consistent with our previously stated capital allocation priorities, we will be making a $300 million discretionary debt repayment before the end of the quarter from cash on the balance sheet originally intended for the TTI acquisition. Together, with a $200 million repayment made in December 2020, Tronox will have repaid $500 million of indebtedness by the end of the first quarter bringing us closer to our total gross debt target of $2.5 billion.'
"Additionally, the Board intends to increase our annualized dividend to $0.32 per share from $0.28 per share, which equates to a 14 percent increase effective with the regular first quarter 2021 dividend. This reflects the confidence we have in the trajectory of the recovery in the sector and in our differentiated business model and is consistent with our previously stated goal to increase dividends as business conditions permit."
Mr. Turgeon added, "Due to the positive dynamics in the market, we delivered an even stronger fourth quarter than we previously contemplated, with sales exceeding expectations and Adjusted EBITDA coming in above our previously issued guidance. We expect fourth quarter 2020 revenue of $783 million and Adjusted EBITDA of $200 to $204 million, our strongest Adjusted EBITDA performance since we closed the Cristal acquisition. This performance was driven by a continued demand recovery in the fourth quarter as well as delivery on our synergy targets from the Cristal transaction. Fourth quarter TiO2 volumes increased 8 percent sequentially and year over year while pricing remained level. Zircon volumes were the strongest of the year, increasing 70 percent sequentially and 48 percent year over year. We will report our full financial results as planned in mid-February." The selected preliminary unaudited financial results for the quarter ending December 31, 2020 are preliminary, based upon information available as of today and are subject to change and finalization based on completion of all year-end close processes.
Mr. Romano concluded, "We remain very confident in our ability to deliver industry leading results and are well-positioned to continue our participation in the recovery and demonstrate the full capabilities of our vertically integrated portfolio."
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance including fourth quarter 2020 results, the effects of the COVID-19 pandemic and anticipated synergies based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to business and market disruptions related to the COVID-19 pandemic, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission (SEC). Expected fourth quarter 2020 results are subject to change and finalization based on completion of all year-end close processes.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Non-GAAP Financial Measures
Some of the information included in this release is derived from the Company's consolidated financial information but is not presented in Company's financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered "non-GAAP financial measures" under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management's rationale for the use of the non-GAAP financial measures can be found in the schedules to this release.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Jennifer Guenther
+1.646.960.6598
TRONOX HOLDINGS PLC | |||||
RECONCILIATION OF PRELIMINARY NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | |||||
(UNAUDITED) | |||||
(Millions of U.S. dollars) | |||||
Three Months Ended | Year Ended | ||||
December 31, 2020 | December 31, 2020 | ||||
Low End | High End | Low End | High End | ||
Preliminary net income from continuing operations (U.S. GAAP) | $ 57 | $ 61 | $ 995 | $ 999 | |
Interest expense | 49 | 49 | 189 | 189 | |
Interest income | (2) | (2) | (8) | (8) | |
Income tax provision (benefit) | (4) | (4) | (880) | (880) | |
Depreciation, depletion and amortization expense | 84 | 84 | 303 | 303 | |
EBITDA (non-U.S. GAAP) | 184 | 188 | 599 | 603 | |
Share-based compensation (a) | 12 | 12 | 31 | 31 | |
Transaction costs (b) | 5 | 5 | 14 | 14 | |
Restructuring (c) | - | - | 3 | 3 | |
Integration costs (d) | - | - | 10 | 10 | |
Loss on extinguishment of debt (e) | 2 | 2 | 2 | 2 | |
Foreign currency remeasurement (f) | 4 | 4 | (6) | (6) | |
Pension curtailment gain - net (g) | (2) | (2) | (2) | (2) | |
Other items (h) | (5) | (5) | 12 | 12 | |
Adjusted EBITDA (non-U.S. GAAP) | $ 200 | $ 204 | $ 663 | $ 667 | |
(a) Represents non-cash share-based compensation. | |||||
(b) Represents transaction costs associated with the TTI Transaction, which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(c) Represents amounts for employee-related costs, including severance. | |||||
(d) Represents integration costs associated with the Cristal acquisition after the acquisition which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(e) Represents the loss in connection with the voluntary prepayment of our Term Loan Facility. | |||||
(f) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(g) Represents a curtailment gain due to the freezing of plan benefits partially offset by pension settlements. | |||||
(h) Includes noncash pension and postretirement costs, asset write-offs, accretion expense and other items included in "Selling general and administrative expenses", "Cost of goods sold" and "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. |
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SOURCE Tronox Holdings plc
Article Date
1/18/202110/13/2020 - Tronox Announces Dates for Third Quarter 2020 Earnings Release & Webcast Conference Call
Tronox Announces Dates for Third Quarter 2020 Earnings Release & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., Oct. 13, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) announced today the following schedule for its third quarter 2020 earnings release and webcast conference call:
Earnings Release: Wednesday, October 28, 2020, after the market close via PR Newswire and the Tronox Holdings plc website: tronox.com
Webcast Conference Call: Thursday, October 29, 2020, at 9:00 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: investor.tronox.com
Dial-in Telephone Numbers:
United States: 1-866-270-1533
International: 1-412-317-0797
Conference Call Presentation Slides will be used during the conference call and are available on our investor relations website: investor.tronox.com
Conference Call Replay: Available via the internet and telephone beginning on October 29, 2020, 1:00 p.m. ET (New York), until November 3, 2020, 5:00 p.m. ET (New York)
Internet Replay: investor.tronox.com
Replay Dial-in Telephone Numbers:
United States: 1-877-344-7529
International: 1-412-317-0088
Replay Access Code: 10148822
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Jennifer Guenther
+1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-third-quarter-2020-earnings-release--webcast-conference-call-301151514.html
SOURCE Tronox Holdings plc
Article Date
10/13/20208/7/2020 - Tronox Declares Quarterly Dividend
Tronox Declares Quarterly Dividend
Source: PR Newswire
STAMFORD, Conn., Aug. 7, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX), the world's leading integrated manufacturer of titanium dioxide pigment, announced today that its Board of Directors declared a quarterly dividend of $0.07 per share. The dividend is payable on September 1, 2020 to shareholders of record at the close of business on August 18, 2020.
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.
Media Contact: Melissa Zona +1.636.751.4057
Investor Contact: Jennifer Guenther +1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-declares-quarterly-dividend-301108470.html
SOURCE Tronox Holdings plc
Article Date
8/7/2020Tronox Reports Second Quarter 2020 Financial Results
Source: PR Newswire
STAMFORD, Conn., July 29, 2020 /PRNewswire/ --
Second Quarter 2020 Financial Highlights: | ||
• | Revenue of $578 million | |
• | Income from operations of $49 million; Net loss of $4 million | |
• | Adjusted EBITDA of $142 million; Adjusted EBITDA margin of 25 percent (Non-GAAP) | |
• | Total Cristal acquisition synergies year-to-date of $107 million, with $84 million reflected in Adjusted EBITDA (Non-GAAP) and $23 million in taxes and other synergies; maintaining FY2020 total synergy target of $190 million, $140 million within EBITDA | |
• | GAAP diluted loss per share of $0.03; Adjusted diluted EPS of $0.03 (Non-GAAP) | |
• | Due to the impacts of COVID-19, TiO2 sales volumes declined 19 percent, consistent with previously issued Q2 outlook, and selling prices were level sequentially | |
• | Zircon sales volumes increased 2 percent sequentially as a result of shipment timing, and selling prices increased 2 percent driven by favorable product mix | |
• | Feedstock and other products sales decreased 43 percent sequentially, primarily due to the lack of mandated shipments of CP slag in the quarter and lower sales volumes of pig iron | |
Balance Sheet and Cash Flow: | ||
• | Over $1.1 billion of available liquidity including $722 million in cash and cash equivalents, excluding restricted cash of $27 million that includes $18 million held in escrow related to the TTI acquisition | |
• | $56 million in Free Cash Flow for the second quarter driven by reductions in working capital | |
• | Debt was $3.5 billion and debt, net of cash and cash equivalents was $2.8 billion | |
• | No maturities on our term loan or notes until 2024 | |
Strategic Developments: | ||
• | Signed a definitive agreement to acquire the TiZir Titanium and Iron ("TTI") business from Eramet S.A. for approximately $300 million or a synergy-adjusted multiple of ~5.2x FY 2019 Adjusted EBITDA | |
– | Expected to achieve $15-20 million in run-rate synergies by year three | |
– | Remains subject to certain customary closing conditions including regulatory approvals | |
• | Entered into an amended Jazan Technical Services Agreement ("TSA") under which Tronox will provide more comprehensive consulting and advisory services on the project | |
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, today reported its financial results for the quarter ending June 30, 2020, as follows:
Summary of Financial Results for the Quarter Ending June 30, 2020
Reported Basis
(Millions of dollars) | Q2 2020 | Q2 2019 | Y-o-Y % ∆ | Q1 2020 | Q-o-Q % ∆ |
Revenue | $ 578 | $ 791 | (27%) | $ 722 | (20%) |
TiO2 | 466 | 625 | (25%) | 580 | (20%) |
Zircon | 68 | 88 | (23%) | 65 | 5% |
Feedstock and other products | 44 | 78 | (44%) | 77 | (43%) |
Net Income (Loss) from Continuing Ops | $ (4) | $ (55) | n/m | $ 40 | n/m |
Adjusted EBITDA | $ 142 | $ 195 | (27%) | $ 174 | (18%) |
Adjusted EBITDA Margin % | 25% | 25% | - | 24% | 1 pt |
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | (23%) | (3%) | (19%) | 0% | |
Local Currency Basis | - | (2%) | - | 0% | |
Zircon | (11%) | (13%) | 2% | 2% | |
Pro Forma Basis
(Millions of dollars) | Q2 2020 | Q2 2019 | Y-o-Y % ∆ | Q1 2020 | Q-o-Q % ∆ |
Revenue | $ 578 | $ 827 | (30%) | $ 722 | (20%) |
TiO2 | 466 | 657 | (29%) | 580 | (20%) |
Zircon | 68 | 89 | (24%) | 65 | 5% |
Feedstock and other products | 44 | 81 | (46%) | 77 | (43%) |
Net Income (Loss) from Continuing Ops | $ (4) | $ 32 | n/m | $ 40 | n/m |
Adjusted EBITDA | $ 142 | $ 200 | (29%) | $ 174 | (18%) |
Adjusted EBITDA Margin % | 25% | 24% | 1 pt | 24% | 1 pt |
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | (27%) | (3%) | (19%) | 0% | |
Local Currency Basis | - | (2%) | - | 0% | |
Zircon | (12%) | (13%) | 2% | 2% | |
CEO Commentary
Jeffry N. Quinn, chairman and chief executive officer, commented, "Tronox delivered solid financial results in the quarter despite the significant reduction in demand and other challenges associated with the COVID-19 pandemic. Our results were consistent with the outlook provided at the time of our first quarter earnings release. TiO2 volumes declined 19 percent quarter over quarter, and TiO2 pricing was sequentially flat. Zircon sales volumes and price were both up by 2 percent sequentially owing to shipment timing and favorable product mix. We delivered Adjusted EBITDA of $142 million and an Adjusted EBITDA margin of 25 percent, once again benefitting from the resiliency of our vertically integrated business model and synergies from the Cristal acquisition, as well as focused cost reduction actions that we implemented at the outset of the pandemic. I am pleased with our delivery of these results given the ongoing macroeconomic environment and the challenges the men and women of Tronox overcame in the quarter. As an organization, we have remained relentlessly focused on the health and safety of our employees, managing our ongoing operations, and preparing for the future. The efforts of our people to proactively implement stringent and prudent access protocols and other safeguards at all our worldwide locations preserved our ability to operate and continue to meet our customers' needs.
"During the quarter, we also signed a definitive agreement with Eramet S.A. to purchase TiZir's TTI facility. This highly strategic acquisition will further our vertical integration strategy by increasing our titanium feedstock production capacity, thereby enabling our ability to meet our internal feedstock requirements and better serve our pigment customers. The addition of the facility to our portfolio will reduce our costs by reducing our reliance on third party feedstock suppliers and presenting an opportunity for cost and operating synergies. We continue to work through customary closing conditions and regulatory approvals. As for Jazan, the amendment of the Jazan TSA will allow Tronox to increase technical and managerial resources devoted to the project as it continues to advance towards sustainable operations late in 2021.
"As we look to the third quarter, we are encouraged by the momentum carried forward from June, the strongest month of the second quarter. While the timing of re-opening of economies across the globe remains uncertain and subject to week-by-week developments, as of today, we anticipate TiO2 volumes to continue to improve in the third quarter relative to the second quarter and for the zircon market to remain relatively stable as compared to the last several quarters.
"We are utilizing our integrated business planning capabilities to ensure we continue to satisfy our customers' needs, providing the same high level of service our customers have grown to expect from Tronox, while prudently managing working capital. As a result of the successful implementation of cost savings and disciplined management of our capital expenditures, we are confident in our ability to generate strong free cash flow for the year. Available liquidity of over $1.1 billion is more than sufficient to fund the TTI acquisition and support our business."
Mr. Quinn concluded, "I am very pleased that we have continued to deliver on our commitments, especially considering the challenges presented by the continued global macroeconomic uncertainty due to COVID-19. Our ability to confront these challenges and protect our people and our business, all while delivering reliable, high-quality product for our customers is a demonstration of our capabilities as a leading TiO2 producer and the value of our vertically integrated business model."
Financial Summary for the Quarter Ending June 30, 2020
Tronox reported revenue of $578 million for the second quarter 2020, a decrease of 30 percent compared to second quarter 2019 revenues of $827 million on a pro forma basis. Income from operations of $49 million compared to $84 million in the year-ago quarter on a pro forma basis. Net loss attributable to Tronox was $4 million, or $0.03 per diluted share, compared to a net income from continuing operations attributable to Tronox of $26 million, or $0.17 per diluted share, in the year-ago quarter on a pro forma basis. Net loss attributable to Tronox in the second quarter 2020 included transaction costs related to the acquisition of TTI, integration costs related to the Cristal acquisition, and a tax valuation allowance that totaled $9 million or $0.06 per diluted share. Excluding these items, adjusted net income attributable to Tronox (Non-GAAP) was $5 million, or $0.03 per diluted share. Adjusted EBITDA of $142 million decreased 29 percent compared to $200 million on a pro forma basis in the prior-year quarter.
Note: Since Tronox and Cristal combined their respective businesses on April 10, 2019 and to assist in the following discussion of second quarter 2020 performance compared to the second quarter 2019, we have provided the results on both a pro forma basis and a reported basis.
Second Quarter 2020 vs. Second Quarter 2019
Reported Basis
Pro Forma Basis
Second Quarter 2020 vs. First Quarter 2020
Reported Basis
Other Financial Information
Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, July 30, 2020 at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: https://investor.tronox.com
Dial-in Telephone Numbers:
United States: +1.866.270.1533
International: +1.412.317.0797
Conference Call Presentation Slides will be used during the conference call and will be available on our investor relations website: https://investor.tronox.com
Conference Call Replay: Available via the internet and telephone beginning on July 30, 2020, 1:00 p.m. ET (New York), until August 4, 2020, 1:00 p.m. ET (New York)
Internet Replay: https://investor.tronox.com
Replay Dial-in Telephone Numbers:
United States: +1.877.344.7529
International: +1.412.317.0088
Replay Access Code: 10145759
Upcoming Conferences
During the third quarter 2020, a member of management is scheduled to present at the following conferences:
Accompanying conference and meeting materials will be available at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance including the effects of the COVID-19 pandemic and anticipated synergies based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, the risk that a regulatory approval that may be required for the TTI transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that the TTI transaction does not close or that the related transaction agreement is terminated; the risk that expected synergies, operating efficiencies and other benefits expected from the TTI transaction will not be realized or will not be realized within the expected time period; business and market disruptions related to the COVID-19 pandemic, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission (SEC).
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox, including its presentation on a per share basis, and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Unaudited Pro Forma Financial Information
On April 10, 2019, we announced the completion of the acquisition of the TiO2 business of Cristal which impacts the comparability of the reported results for the second quarter of 2020 compared to the second quarter of 2019. Since Tronox and Cristal have combined their respective businesses effective with the merger date of April 10, 2019, the three and six months ended June 30, 2020 reflect the results of the combined business, while the three and six months ended June 30, 2019 reflect the results of the combined business from April 10, 2019. To assist with a discussion of the second quarter of 2020 and the second quarter of 2019 results on a comparable basis, certain supplemental unaudited pro forma income statement and Adjusted EBITDA information is provided on a consolidated basis and is referred to as "pro forma information." The pro forma information has been prepared on a basis consistent with Article 11 of Regulation S-X, assuming the merger and merger-related divestitures of Cristal's North American TiO2 business and the 8120 paper laminate grade had been consummated on January 1, 2018. In preparing this pro forma information, the historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the business combination and other transactions presented herein, such as the merger-related divestitures, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined entity's consolidated results. The pro forma information is based on management's assumptions and is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination and merger-related divestitures had occurred as of the dates indicated or what the results would be for any future periods. Also, the pro forma information does not include the impact of any revenue, cost or other operating synergies in the periods prior to the acquisition that may result from the business combination or any related restructuring costs.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Jennifer Guenther
+1.646.960.6598
TRONOX HOLDINGS PLC | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||||
(UNAUDITED) | ||||
(Millions of U.S. dollars, except share and per share data) | ||||
Three Months Ended | Six Months Ended | |||
2020 | 2019 | 2020 | 2019 | |
Net sales | $ 578 | $ 791 | $ 1,300 | $ 1,181 |
Cost of goods sold | 449 | 672 | 996 | 979 |
Contract loss | - | 19 | - | 19 |
Gross profit | 129 | 100 | 304 | 183 |
Selling, general and administrative expenses | 80 | 103 | 174 | 170 |
Restructuring | - | 10 | 2 | 10 |
Income (loss) from operations | 49 | (13) | 128 | 3 |
Interest expense | (47) | (54) | (92) | (103) |
Interest income | 2 | 3 | 5 | 12 |
Loss on extinguishment of debt | - | - | - | (2) |
Other income, net | 2 | 5 | 11 | 3 |
Income (loss) from continuing operations before income taxes | 6 | (59) | 52 | (87) |
Income tax (provision) benefit | (10) | 4 | (16) | 2 |
Net (loss) income from continuing operations | (4) | (55) | 36 | (85) |
Net loss from discontinued operations, net of tax | - | (1) | - | (1) |
Net (loss) income | (4) | (56) | 36 | (86) |
Net income attributable to noncontrolling interest | - | 6 | 8 | 10 |
Net (loss) income attributable to Tronox Holdings plc | $ (4) | $ (62) | $ 28 | $ (96) |
Net (loss) income per share, basic: | ||||
Continuing operations | $ (0.03) | $ (0.41) | $ 0.19 | $ (0.69) |
Discontinued operations | $ - | $ - | $ - | $ - |
Net (loss) income per share, basic | $ (0.03) | $ (0.41) | $ 0.19 | $ (0.69) |
Net (loss) income per share, diluted: | ||||
Continuing operations | $ (0.03) | $ (0.41) | $ 0.19 | $ (0.69) |
Discontinued operations | $ - | $ - | $ - | $ - |
Net (loss) income per share, diluted | $ (0.03) | $ (0.41) | $ 0.19 | $ (0.69) |
Weighted average shares outstanding, basic (in thousands) | 143,465 | 150,686 | 143,080 | 137,569 |
Weighted average shares outstanding, diluted (in thousands) | 143,465 | 150,686 | 143,644 | 137,569 |
Other Operating Data: | ||||
Capital expenditures | 44 | 56 | 82 | 81 |
Depreciation, depletion and amortization expense | 72 | 84 | 143 | 131 |
TRONOX HOLDINGS PLC | |||||||
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | |||||||
(UNAUDITED) | |||||||
(Millions of U.S. dollars, except share and per share data) | |||||||
RECONCILIATION OF NET (LOSS) INCOME FROM CONTINUING OPERATIONS | |||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | |||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | |||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | |||||||
Three Months Ended | Six Months Ended | ||||||
2020 | 2019 | 2020 | 2019 | ||||
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP) | $ (4) | $ (62) | $ 28 | $ (96) | |||
Net income from discontinued operations, net of tax (U.S. GAAP) | - | (1) | - | (1) | |||
Net (loss) income from continuing operations attributable to Tronox Holdings plc | $ (4) | $ (61) | $ 28 | $ (95) | |||
Inventory step-up (a) | - | 50 | - | 50 | |||
Contract loss (b) | - | 14 | - | 14 | |||
Transaction costs (c) | 4 | 21 | 4 | 29 | |||
Restructuring (d) | - | 10 | 2 | 10 | |||
Integration costs (e) | 3 | 4 | 10 | 4 | |||
Loss on extinguishment of debt (f) | - | - | - | 2 | |||
Tax valuation allowance (g) | 2 | - | 2 | - | |||
Charge for capital gains tax payment to Exxaro (h) | - | 1 | - | 2 | |||
Adjusted net income from continuing operations attributable to Tronox Holdings plc (non-U.S. GAAP) (1) | $ 5 | $ 39 | $ 46 | $ 16 | |||
Diluted net (loss) income per share from continuing operations (U.S. GAAP) | $ (0.03) | $ (0.41) | $ 0.19 | $ (0.69) | |||
Inventory step-up, per share | - | 0.33 | - | 0.36 | |||
Contract loss, per share | - | 0.09 | - | 0.10 | |||
Transaction costs, per share | 0.03 | 0.14 | 0.03 | 0.21 | |||
Restructuring, per share | - | 0.07 | 0.01 | 0.07 | |||
Integration costs, per share | 0.02 | 0.03 | 0.07 | 0.03 | |||
Loss on extinguishment of debt, per share | - | - | - | 0.02 | |||
Tax valuation allowance, per share | 0.01 | - | 0.01 | - | |||
Charge for capital gains tax payment to Exxaro, per share | - | 0.01 | - | 0.02 | |||
Diluted adjusted net income per share from continuing operations attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.03 | $ 0.26 | $ 0.31 | $ 0.12 | |||
Weighted average shares outstanding, diluted (in thousands) | 143,754 | 151,538 | 143,644 | 138,915 | |||
(1) Only the restructuring, inventory step-up and contract loss amounts have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full valuation allowances. | |||
(a) Represents a net-of-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | |||
(b) Represents a net-of-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our Consolidated Statements of Operations. | |||
(c) Represents transaction costs primarily associated with the Cristal Transaction in 2019 and TTI Transaction in 2020 which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||
(d) Represents amounts for employee-related costs, including severance, net of tax. | |||
(e) Represents Integration costs associated with the Cristal acquisition after the acquisition which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||
(f) 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment made on the Term Loan Facility. | |||
(g) Represents the valuation allowance established against the deferred tax assets within our Saudi Arabia jurisdiction. | |||
(h) Represents the expected payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holding plc included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. | |||
TRONOX HOLDINGS PLC | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
(UNAUDITED) | ||
(Millions of U.S. dollars, except share and per share data) | ||
June 30, 2020 | December 31, 2019 | |
ASSETS | ||
Current Assets | ||
Cash and cash equivalents | $ 722 | $ 302 |
Restricted cash | 27 | 9 |
Accounts receivable (net of allowance for credit losses of $4 million and $5 million as of June 30, 2020 and December 31, 2019, respectively) | 439 | 482 |
Inventories, net | 1,174 | 1,131 |
Prepaid and other assets | 135 | 143 |
Income taxes receivable | 10 | 6 |
Total current assets | 2,507 | 2,073 |
Noncurrent Assets | ||
Property, plant and equipment, net | 1,642 | 1,762 |
Mineral leaseholds, net | 778 | 852 |
Intangible assets, net | 195 | 208 |
Lease right of use assets, net | 86 | 101 |
Deferred tax assets | 103 | 110 |
Other long-term assets | 171 | 162 |
Total assets | $ 5,482 | $ 5,268 |
LIABILITIES AND EQUITY | ||
Current Liabilities | ||
Accounts payable | $ 322 | $ 342 |
Accrued liabilities | 305 | 283 |
Short-term lease liabilities | 37 | 38 |
Short-term debt | 13 | - |
Long-term debt due within one year | 46 | 38 |
Income taxes payable | 4 | 1 |
Total current liabilities | 727 | 702 |
Noncurrent Liabilities | ||
Long-term debt, net | 3,427 | 2,988 |
Pension and postretirement healthcare benefits | 151 | 160 |
Asset retirement obligations | 145 | 142 |
Environmental liabilities | 70 | 65 |
Long-term lease liabilities | 48 | 62 |
Deferred tax liabilities | 145 | 184 |
Other long-term liabilities | 41 | 49 |
Total liabilities | 4,754 | 4,352 |
Commitments and Contingencies | - | - |
Shareholders' Equity | ||
Tronox Holdings plc ordinary shares, par value $0.01 — 143,523,476 shares issued and outstanding at June 30, 2020 and 141,900,459 shares issued and outstanding at December 31, 2019 | 1 | 1 |
Capital in excess of par value | 1,854 | 1,846 |
Accumulated deficit | (485) | (493) |
Accumulated other comprehensive loss | (768) | (606) |
Total Tronox Holdings plc shareholders' equity | 602 | 748 |
Noncontrolling interest | 126 | 168 |
Total equity | 728 | 916 |
Total liabilities and equity | $ 5,482 | $ 5,268 |
TRONOX HOLDINGS PLC | ||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
(UNAUDITED) | ||
(Millions of U.S. dollars) | ||
Six Months Ended | ||
2020 | 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 36 | $ (86) |
Net income from discontinued operations, net of tax | - | $ (1) |
Net income (loss) from continuing operations | $ 36 | $ (85) |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities, continuing operations: | ||
Depreciation, depletion and amortization | 143 | 131 |
Deferred income taxes | 6 | (13) |
Share-based compensation expense | 11 | 15 |
Amortization of deferred debt issuance costs and discount on debt | 5 | 4 |
Loss on extinguishment of debt | - | 2 |
Contract loss | - | 19 |
Acquired inventory step-up recognized in earnings | - | 55 |
Other non-cash items affecting net (loss) income from continuing operations | 31 | 17 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable, net of allowance for credit losses | 25 | (43) |
(Increase) decrease in inventories, net | (117) | 31 |
Increase in prepaid and other assets | (18) | (8) |
(Decrease) increase in accounts payable and accrued liabilities | (16) | 32 |
Net changes in income tax payables and receivables | (3) | (8) |
Changes in other non-current assets and liabilities | (31) | (16) |
Cash provided by operating activities - continuing operations | 72 | 133 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (82) | (81) |
Cristal Acquisition | - | (1,603) |
Proceeds from sale of Ashtabula | - | 707 |
Insurance proceeds | 1 | 10 |
Loans | (12) | (25) |
Proceeds from sale of assets | 1 | 1 |
Cash used in investing activities - continuing operations | (92) | (991) |
Cash Flows from Financing Activities: | ||
Repayments of long-term debt | (15) | (215) |
Proceeds from long-term debt | 500 | 222 |
Proceeds from short-term debt | 13 | - |
Repurchase of common stock | - | (252) |
Acquisition of noncontrolling interest | - | (148) |
Call premium paid | - | - |
Debt issuance costs | (9) | (4) |
Proceeds from the exercise of options and warrants | - | - |
Dividends paid | (20) | (14) |
Restricted stock and performance-based shares settled in cash for withholding taxes | (3) | (6) |
Cash provided by (used in) financing activities - continuing operations | 466 | (417) |
Discontinued Operations: | ||
Cash used in operating activities | - | (15) |
Cash used in investing activities | - | (1) |
Net cash flows used by discontinued operations | - | (16) |
Effects of exchange rate changes on cash and cash equivalents and restricted cash | (8) | 1 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 438 | (1,290) |
Cash, cash equivalents and restricted cash at beginning of period | 311 | 1,696 |
Cash, cash equivalents and restricted cash at end of period | $ 749 | $ 406 |
TRONOX HOLDINGS PLC | |||||
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | |||||
(UNAUDITED) | |||||
(Millions of U.S. dollars) | |||||
Three Months Ended | Six Months Ended | ||||
2020 | 2019 | 2020 | 2019 | ||
Net (loss) income (U.S. GAAP) | $ (4) | $ (56) | $ 36 | $ (86) | |
Income from discontinued operations, net of tax (U.S. GAAP) | - | (1) | - | (1) | |
Net (loss) income from continuing operations (U.S. GAAP) | (4) | (55) | 36 | (85) | |
Interest expense | 47 | 54 | 92 | 103 | |
Interest income | (2) | (3) | (5) | (12) | |
Income tax provision (benefit) | 10 | (4) | 16 | (2) | |
Depreciation, depletion and amortization expense | 72 | 84 | 143 | 131 | |
EBITDA (non-U.S. GAAP) | 123 | 76 | 282 | 135 | |
Inventory step-up (a) | - | 55 | - | 55 | |
Contract loss (b) | - | 19 | - | 19 | |
Share-based compensation (c) | 2 | 7 | 11 | 15 | |
Transaction costs (d) | 4 | 21 | 4 | 29 | |
Restructuring (e) | - | 10 | 2 | 10 | |
Integration costs (f) | 3 | 4 | 10 | 4 | |
Loss on extinguishment of debt (g) | - | - | - | 2 | |
Foreign currency remeasurement (h) | 2 | (3) | (8) | (4) | |
Charge for capital gains tax payment to Exxaro (i) | - | 1 | - | 2 | |
Other items (j) | 8 | 5 | 14 | 8 | |
Adjusted EBITDA (non-U.S. GAAP) | $142 | $195 | $315 | $275 | |
(a) 2019 amount represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | |||||
(b) 2019 amount represents a pre-tax charge for the estimated losses we expect to incur under the supply agreement with Venator. | |||||
(c) Represents non-cash share-based compensation. | |||||
(d) 2020 and 2019 amounts represent transaction costs associated with the TTI Transaction and Cristal Transaction, respectively, which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(e) Represents amounts for employee-related costs, including severance. | |||||
(f) Represents integration costs associated with the Cristal acquisition after the acquisition which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(g) 2019 amount represents the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. | |||||
(h) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(i) Represents the payment owed to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in and "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(j) Includes noncash pension and postretirement costs, asset write-offs, accretion expense and other items included in "Selling general and administrative expenses", "Cost of goods sold" and "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. |
TRONOX HOLDINGS PLC | ||
FREE CASH FLOW (NON-U.S. GAAP) | ||
(UNAUDITED) | ||
(Millions of U.S. dollars) | ||
The following table reconciles cash used in operating activities to free cash flow for the six months ended June 30, 2020: | ||
Consolidated | ||
Cash provided by operating activities - continuing operations | $ 72 | |
Capital expenditures | (82) | |
Free cash flow (non-U.S. GAAP) | $ (10) | |
TRONOX HOLDINGS PLC | ||||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||||||
(UNAUDITED) | ||||||
(Millions of U.S. dollars, except share and per share data) | ||||||
Proforma amounts | Proforma amounts | |||||
June 30, | Six Months Ended June 30, | |||||
2020 | 2019 | 2020 | 2019 | |||
Net sales | $ 578 | $ 827 | $ 1,300 | $ 1,547 | ||
Cost of goods sold | 449 | 648 | 996 | 1,227 | ||
Gross profit | 129 | 179 | 304 | 320 | ||
Selling, general and administrative expenses | 80 | 85 | 174 | 180 | ||
Restructuring | - | 10 | 2 | 10 | ||
Income from operations | 49 | 84 | 128 | 130 | ||
Interest expense | (47) | (54) | (92) | (109) | ||
Interest income | 2 | 3 | 5 | 6 | ||
Loss on extinguishment of debt | - | - | - | (2) | ||
Other expense, net | 2 | 5 | 11 | 2 | ||
Income from continuing operations before income taxes | 6 | 38 | 52 | 27 | ||
Income tax (provision) benefit | (10) | (6) | (16) | (13) | ||
Net (loss) income from continuing operations | (4) | 32 | 36 | 14 | ||
Net income attributable to noncontrolling interest | - | 6 | 8 | 11 | ||
Net (loss) income from continuing operations attributable to Tronox Holdings plc | $ (4) | $ 26 | $ 28 | $ 3 | ||
Net (loss) income from continuing operations per share, diluted | $ (0.03) | $ 0.17 | $ 0.19 | $ 0.02 | ||
Weighted average shares outstanding, diluted (in thousands) | 143,465 | 155,254 | 143,644 | 159,470 | ||
TRONOX HOLDINGS PLC | |||||||
PRO FORMA RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | |||||||
(UNAUDITED) | |||||||
(Millions of U.S. dollars, except share and per share data) | |||||||
RECONCILIATION OF PRO FORMA NET (LOSS) INCOME FROM CONTINUING OPERATIONS | |||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | |||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | |||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | |||||||
Proforma amounts | Proforma amounts | ||||||
Three Months Ended | Six Months Ended | ||||||
2020 | 2019 | 2020 | 2019 | ||||
Net (loss) income from continuing operations attributable to Tronox Holdings plc (U.S. GAAP) | $ (4) | $ 26 | $ 28 | $ 3 | |||
Transaction costs | 4 | - | 4 | - | |||
Restructuring | - | 10 | 2 | 10 | |||
Integration costs | 3 | 4 | 10 | 4 | |||
Separation costs related to divested business | - | - | - | - | |||
Loss on extinguishment of debt | - | - | - | 2 | |||
Tax valuation allowance | 2 | - | 2 | - | |||
Charge for capital gains tax payment to Exxaro | - | 1 | - | 2 | |||
Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 5 | $ 41 | $ 46 | $ 21 | |||
Diluted net (loss) income per share from continuing operations (U.S. GAAP) | $ (0.03) | $ 0.17 | $ 0.19 | $ 0.02 | |||
Transaction costs, per share | 0.03 | - | 0.03 | - | |||
Restructuring, per share | - | 0.06 | 0.01 | 0.06 | |||
Integration costs, per share | 0.02 | 0.03 | 0.07 | 0.03 | |||
Loss on extinguishment of debt, per share | - | - | - | 0.01 | |||
Tax valuation allowance, per share | 0.01 | - | 0.01 | - | |||
Charge for capital gains tax payment to Exxaro, per share | - | 0.01 | - | 0.01 | |||
Diluted adjusted net income per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.03 | $ 0.27 | $ 0.31 | $ 0.13 | |||
Weighted average shares outstanding, diluted (in thousands) | 143,754 | 155,254 | 143,644 | 159,470 | |||
TRONOX HOLDINGS PLC | |||||||
PRO FORMA RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | |||||||
(UNAUDITED) | |||||||
(Millions of U.S. dollars) | |||||||
Pro Forma | Pro Forma | ||||||
2020 | 2019 | 2020 | 2019 | ||||
Net (loss) income from continuing operations (U.S. GAAP) | $ (4) | $ 32 | $ 36 | $ 14 | |||
Interest expense | 47 | 54 | 92 | 109 | |||
Interest income | (2) | (3) | (5) | (6) | |||
Income tax provision | 10 | 6 | 16 | 13 | |||
Depreciation, depletion and amortization expense | 72 | 87 | 143 | 174 | |||
EBITDA (non-U.S. GAAP) | 123 | 176 | 282 | 304 | |||
Share-based compensation | 2 | 7 | 11 | 15 | |||
Transaction costs | 4 | - | 4 | - | |||
Restructuring | - | 10 | 2 | 10 | |||
Integration costs | 3 | 4 | 10 | 4 | |||
Loss on extinguishment of debt | - | - | - | 2 | |||
Foreign currency remeasurement | 2 | (3) | (8) | (4) | |||
Charge for capital gains tax payment to Exxaro | - | 1 | - | 2 | |||
Other items | 8 | 5 | 14 | 8 | |||
Adjusted EBITDA (non-U.S. GAAP) | $142 | $200 | $315 | $341 | |||
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-reports-second-quarter-2020-financial-results-301102589.html
SOURCE Tronox Holdings plc
Article Date
7/29/20207/7/2020 - Tronox Announces Dates For Second Quarter 2020 Earnings Release & Webcast Conference Call
Tronox Announces Dates For Second Quarter 2020 Earnings Release & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., July 7, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) announced today the following schedule for its second quarter 2020 earnings release and webcast conference call:
Earnings Release: Wednesday, July 29, 2020, after the market close via PR Newswire and the Tronox Holdings plc website: tronox.com
Webcast Conference Call: Thursday, July 30, 2020, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: investor.tronox.com
Dial-in Telephone Numbers:
United States: 1-866-270-1533
International: 1-412-317-0797
Conference Call Presentation Slides will be used during the conference call and are available on our investor relations website: investor.tronox.com
Conference Call Replay: Available via the internet and telephone beginning on July 30, 2020, 1:00 p.m. ET (New York), until August 4, 2020, 1:00 p.m. ET (New York)
Internet Replay: investor.tronox.com
Replay Dial-in Telephone Numbers:
United States: 1-877-344-7529
International: 1-412-317-0088
Replay Access Code: 10145759
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Jennifer Guenther
+1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-second-quarter-2020-earnings-release--webcast-conference-call-301089636.html
SOURCE Tronox Holdings plc
Article Date
7/7/20204/24/2020 - Tronox Announces Pricing of $500 Million Aggregate Principal Amount of 6.500 Percent Senior Secured Notes
Tronox Announces Pricing of $500 Million Aggregate Principal Amount of 6.500 Percent Senior Secured Notes
Source: PR Newswire
STAMFORD, Conn., April 24, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX; the "Company") today announced that Tronox Incorporated (the "Issuer"), a wholly owned subsidiary of the Company, has priced its offering of $500 million aggregate principal amount of 6.500 percent Senior Secured Notes due 2025 (the "Notes"). The offering was made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The closing of the offering is anticipated to take place on or about May 1, 2020, subject to customary closing conditions. The Notes were offered at par and will bear interest semiannually at a rate equal to 6.500 percent. The Notes will be fully and unconditionally guaranteed on a senior, secured basis by Tronox Holdings plc and certain of its subsidiaries.
The Company expects to use the net proceeds from this offering for general corporate purposes, including the repayment of existing indebtedness, capital expenditures, strategic investments and transactions, working capital and other business opportunities.
The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain position Tronox as the preeminent titanium dioxide producer in the world.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance including the effects of the COVID-19 pandemic and anticipated synergies based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, business and market disruptions related to the COVID-19 pandemic, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission.
You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
Direct: +1 636.751.4057
Investor Contact: Jennifer Guenther
Direct: +1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-pricing-of-500-million-aggregate-principal-amount-of-6-500-percent-senior-secured-notes-301047023.html
SOURCE Tronox Holdings plc
Article Date
4/24/2020Tronox Announces Proposed Offering of Senior Secured Notes
Source: PR Newswire
STAMFORD, Conn., April 23, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) ("Tronox" or the "Company"), today announced that Tronox Incorporated (the "Issuer"), a wholly owned subsidiary of the Company, intends to offer, subject to market and other considerations, senior secured notes due 2025 (the "Notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Company expects to use the net proceeds from this offering for general corporate purposes, including the repayment of existing indebtedness, capital expenditures, strategic investments and transactions, working capital and other business opportunities.
The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain position Tronox as the preeminent titanium dioxide producer in the world.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance including the effects of the COVID-19 pandemic and anticipated synergies based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, business and market disruptions related to the COVID-19 pandemic, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission.
You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
Direct: +1 636.751.4057
Investor Contact: Jennifer Guenther
Direct: +1.646.960.6598
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SOURCE Tronox Holdings plc
Article Date
4/23/20204/17/2020 - Tronox Releases Selected Preliminary First Quarter 2020 Financial Results and Provides Business Update
Tronox Releases Selected Preliminary First Quarter 2020 Financial Results and Provides Business Update
Source: PR Newswire
STAMFORD, Conn., April 17, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, today released selected preliminary unaudited financial results for the quarter ending March 31, 2020 and provided an update on its business.
First Quarter 2020 Highlights:
(1) | Note: The information is preliminary, based upon information available as of today and is subject to change and finalization following the completion of adjustments associated with purchase accounting and taxes, as well as management's disclosure controls process. |
(2) | Refer to the tables at the end of this press release for a reconciliation to net income. |
Jeffry N. Quinn, Chairman and Chief Executive Officer of Tronox commented, "I am very pleased with Tronox's strong first quarter 2020 results, which came in above consensus and our previously issued guidance despite the onset of the COVID-19 pandemic in the latter part of the quarter. We expect first quarter revenue of $722 million, in-line with first quarter 2019 revenue pro forma for the Cristal transaction, and Adjusted EBITDA of $172 million, an increase of 22 percent over first quarter 2019 pro forma Adjusted EBITDA of $141 million. We expect Adjusted EPS to be between $0.20 and $0.26. We will report our full financial results as planned in early May.
"We continue to prioritize the safety, health and well-being of our employees and their families while preserving and protecting our business. Our operations have been designated as essential to support the continued manufacturing of products such as food and medical packaging, medical equipment, pharmaceuticals, and personal protective gear. All of our sites are currently running to planned production levels, excluding South Africa where we elected to leverage our inventories on hand and not operate our mines and concentrators and run our smelters at a near-full rate with a reduced workforce through the initial 21-day countrywide lockdown period. In the coming days, we expect to restart our mines and concentrators.
"Our balanced geographic sales, vertically integrated business model with operations across six continents and integrated business planning capabilities enable us to rapidly respond to changing regional market conditions. Demand for TiO2 in North America has been the most resilient, as we benefit from our exposure to do-it-yourself coatings and packaging applications. Regions hit hardest by the virus have experienced lower than normal demand, but we are seeing signs of certain markets picking back up in areas within Europe. Asia Pacific remains mixed, with China continuing to show strength, while we continue to monitor the developments in countries such as India. Based on our current forward order book, we expect our TiO2 volumes in the second quarter to be only 4-7 percent below the volumes we achieved in the first quarter, which were up 7 percent from the fourth quarter last year. We are monitoring the changing market conditions daily but continue to believe that Tronox is well positioned to meet the challenges of the current situation. Zircon demand remains mixed, with demand recovering in China offset by weaker demand in Europe. Zircon volumes for the first quarter were in-line with fourth quarter 2019 volumes.
"Our balance sheet is strong. As of March 31, 2020, our total available liquidity was $570 million, including $419 million in cash and cash equivalents and $151 million available under revolving credit agreements including $123 million available under our ABL facility. Our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA pro forma for the Cristal transaction was 3.9x. There are no upcoming maturities on the Company's term loan or bonds until 2024. The Company also has no financial covenants on its term loan or bonds and only one springing financial covenant on its ABL facility, which we do not expect to be triggered in any scenario.
"We are proactively managing our cash flow through cost reductions, harvesting of working capital, and reducing capital expenditures by at least $50 million. We have ample levers available to ensure sufficient cash across a wide range of economic scenarios.
"We continue to run our operations according to plan with the ability to adjust accordingly to address shifting circumstances. Our unique integrated business planning capabilities enable us to optimize our business at each step of our value chain. We are working diligently across our global network to operate safely and supply our customers and ensure we are prepared to fully participate in the economic recovery to come."
Mr. Quinn concluded, "One week ago today, we celebrated the one-year anniversary of the closing of the Cristal acquisition. A year ago, we did not anticipate the circumstances we are facing today; however, we are finding that as a combined company, the New Tronox is far more resilient and able to weather the storm with substantially more flexibility and strength, providing us the ability to continue executing on our strategy to enhance our position as the leading vertically integrated TiO2 producer."
First Quarter 2020 Earnings Release and Webcast Conference Call
Tronox will report full financial results for the first quarter 2020 on Wednesday, May 6, 2020 and will conduct a webcast conference call on Thursday, May 7, 2020 at 8:30 a.m. ET (New York), the details of which are included below.
Earnings Release: Wednesday, May 6, 2020, after the market close via PR Newswire and the Tronox Holdings plc website: Tronox.com
Webcast Conference Call: Thursday, May 7, 2020, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: Tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 9961929
Conference Call Presentation Slides will be used during the conference call and will be available on our website: Tronox.com
Conference Call Replay: Available via the internet and telephone beginning on May 7, 2020, 11:30 a.m. ET (New York), until May 14, 2020, 11:30 a.m. ET (New York)
Internet Replay: Tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 9961929
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance including the effects of the COVID-19 pandemic and anticipated synergies based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, business and market disruptions related to the COVID-19 pandemic, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission (SEC).
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of Adjusted EBITDA and Adjusted EPS. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. The Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Jennifer Guenther
+1.646.960.6598
TRONOX HOLDINGS PLC | |
RECONCILIATION OF PRELIMINARY NET INCOME FROM CONTINUING OPERATIONS (US GAAP) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | |
(UNAUDITED) | |
(Millions of U.S. dollars) | |
Three Months | |
Preliminary net income from continuing operations (U.S. GAAP) (a) | $ 34 |
Interest expense | 45 |
Interest income | (3) |
Income tax provision (a) | 8 |
Depreciation, depletion and amortization expense (a) | 75 |
EBITDA (non-U.S. GAAP) | 159 |
Share-based compensation (b) | 9 |
Restructuring (c) | 2 |
Integration Costs (d) | 6 |
Foreign currency remeasurement (e) | (12) |
Other items (f) | 8 |
Adjusted EBITDA (non-U.S. GAAP) | $ 172 |
(a) Preliminary net income from continuing operations is subject to change as we finalize our Disclosure & Controls processes and complete our purchase accounting and tax provision analyses. |
TRONOX HOLDINGS PLC | ||||
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||
(UNAUDITED) | ||||
(Millions of U.S. dollars, except share and per share data) | ||||
RECONCILIATION OF PRELIMINARY NET INCOME FROM CONTINUING OPERATIONS | ||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | ||||
TO ADJUSTED NET INCOME FROM CONTINUING OPERATIONS | ||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | ||||
Three Months Ended March 31, 2020 | ||||
Low End | High End | |||
Preliminary net income from continuing operations attributable to Tronox Holdings plc (U.S. GAAP) (a) | $ 20 | $ 28 | ||
Restructuring (b) | 2 | 2 | ||
Integration costs (c) | 6 | 6 | ||
Other | 1 | 1 | ||
Adjusted net income from continuing operations attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 29 | $ 37 | ||
Diluted net income per share from continuing operations (U.S. GAAP) | $ 0.14 | $ 0.19 | ||
Restructuring, per share | 0.01 | 0.01 | ||
Integration costs, per share | 0.04 | 0.04 | ||
Other | 0.01 | 0.01 | ||
Diluted adjusted net income from continuing operations per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.20 | $ 0.26 | ||
Weighted average shares outstanding, diluted (in thousands) | 143,596 | 143,596 | ||
(a) Preliminary net income from continuing operations attributable to Tronox is subject to change as we finalize our Disclosure & Controls processes and complete our purchase accounting and tax provision analyses. |
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SOURCE Tronox Holdings plc
Article Date
4/17/20203/26/2020 - Tronox Emphasizes Strong Financial Position
Tronox Emphasizes Strong Financial Position
Source: PR Newswire
STAMFORD, Conn., March 26, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), provided an investor update in light of the current global pandemic, to emphasize the strength of the Company's cash flow, balance sheet and sources of liquidity.
"Tronox is well positioned to meet the challenges of the current situation and perform very well in the recovery that is to come," said Chairman and Chief Executive Officer Jeffry N. Quinn. "We are focusing on what we can control, protecting our people and preserving our business. As we are monitoring developments in all the regions in which we operate, we are actively engaging with our customers, and continually assessing a range of economic scenarios and their potential impact to our markets, operations and financials. The flexibility gained by our vertically integrated, globally diverse business model and our integrated business planning capabilities, uniquely allows us to swiftly respond to the dynamic conditions."
The first quarter is expected to close better than anticipated, due to positive market trends and developments thus far in 2020. The Company provided its outlook for the first quarter 2020:
Commenting on the Company's current financial position, Mr. Quinn noted, "We are comfortable with our current liquidity and have broad flexibility to manage our cash flow. Our balance sheet is solid, with no upcoming maturities on our term loan or bonds until 2024. We also have no financial covenants on our term loan or bonds and only a minor springing financial covenant on our ABL. We have the ability to reduce our capital expenditures and manage our working capital that, combined, could unlock over $200 million of cash should the need present itself. Out of abundance of caution, we provided notice to draw down $200 million of revolving credit loans under our credit facilities as a precautionary measure to increase liquidity and preserve financial flexibility. We plan to repay the amounts drawn when the macro uncertainty subsides. We also remain committed to maintaining the recently increased dividend."
Mr. Quinn added, "Our vertical integration coupled with our diverse, global footprint provides the flexibility for us to leverage our assets to mitigate disruptions, while the regional diversity of our customer base ensures we are not overly dependent on any singular region. We are well positioned to successfully manage through this uncertainty and are confident in our global team's ability to safely lead through the ever-evolving global pandemic. I want to thank each of our nearly 7,000 global employees for their dedication and focus through these uncertain times. We will continue to work diligently across our sites to operate safely and supply our customers, and ensure we are prepared to take full advantage of the inevitable economic rebound, in whatever form that may be."
Upcoming Conferences
Tronox will participate in the following upcoming events:
Accompanying materials will be available at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance, including anticipated synergies, based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the coronavirus outbreak, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission (SEC).
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this presentation certain non-U.S. GAAP operating performance measures of Adjusted EBITDA and Adjusted EPS. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. The Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. For the Company's guidance with respect to first quarter 2020 Adjusted EBITDA and Adjusted diluted earnings per share, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt / Jennifer Guenther
+1.646.960.6598
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SOURCE Tronox Holdings plc
Article Date
3/26/2020Tronox Reports Fourth Quarter and Full Year 2019 Financial Results
Source: PR Newswire
STAMFORD, Conn., Feb. 25, 2020 /PRNewswire/ --
Fourth Quarter 2019 Highlights (Reported Basis):
Full Year 2019 Highlights (Reported Basis):
Dividend Increase; Raising Synergy Targets; Full Year 2020 Outlook:
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, today reported its financial results for the quarter ending December 31, 2019, as follows:
Summary of Financial Results for the Quarter Ending December 31, 2019
Reported Basis
(Millions of dollars) | Q4 2019 | Q4 2018 | Y-o-Y % ∆ | Q3 2019 | Q-o-Q % ∆ |
Revenue | $ 693 | $ 429 | 62% | $ 768 | (10%) |
TiO2 | 544 | 252 | 116% | 603 | (10%) |
Zircon | 71 | 82 | (13%) | 68 | 4% |
Feedstock and other products | 78 | 95 | (18%) | 97 | (20%) |
Net (Loss) Income from Continuing Ops | $ (5) | $ 6 | (183%) | $ (12) | 58% |
Adjusted EBITDA | $ 156 | $ 120 | 30% | $ 184 | (15%) |
Adjusted EBITDA Margin % | 23% | 28% | 24% | ||
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | 125% | (5%) | (9%) | (1%) | |
Local Currency Basis | - | (4%) | - | (1%) | |
Zircon | (8%) | (6%) | 7% | (3%) | |
Pro Forma Basis
(Millions of dollars) | Q4 2019 | Q4 2018 | Y-o-Y % ∆ | Q3 2019 | Q-o-Q % ∆ |
Revenue | $ 693 | $ 728 | (5%) | $ 768 | (10%) |
TiO2 | 544 | 550 | (1%) | 603 | (10%) |
Zircon | 71 | 107 | (34%) | 68 | 4% |
Feedstock and other products | 78 | 71 | 10% | 97 | (20%) |
Net Income from Continuing Ops | $ 1 | $ 62 | (98%) | $ 26 | (96%) |
Adjusted EBITDA | $ 156 | $ 216 | (28%) | $ 184 | (15%) |
Adjusted EBITDA Margin % | 23% | 30% | 24% | ||
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | 3% | (5%) | (9%) | (1%) | |
Local Currency Basis | - | (4%) | - | (1%) | |
Zircon | (29%) | (6%) | 7% | (3%) | |
Jeffry Quinn, Chairman and Chief Executive Officer commented:
"2019 marked a transformative year for Tronox with the close of the Cristal acquisition. As the world's largest vertically integrated TiO2 producer with an unmatched global footprint, we continue to grow with our customers as they grow anywhere in the world and benefit from our alignment with customers growing faster than the overall market. The success of our bespoke win-win margin stability initiative continues to enhance the stability of our top line relative to historical industry patterns. We are well-positioned to create significant value for our shareholders.
"Our financial performance in 2019 was driven by strong execution on the many operating and commercial initiatives that were within our control, such as delivering synergies through our accelerated acquisition integration program, optimizing our global vertically integrated footprint, managing our cost structure and wisely allocating capital. Despite macro-economic challenges, our Adjusted EBITDA margin remained strong at 23 percent, we generated free cash flow of $214 million and returned $315 million to shareholders through share repurchases and our dividend. We also achieved total acquisition synergies of $89 million during the year, exceeding our Investor Day target by $44 million and third quarter increased guidance by $24 million. Every day we are finding additional value-creating opportunities in the new Tronox. As a result, we are significantly increasing our synergy targets for 2020 and beyond.
"Our global team is moving forward in 2020 together as one new Tronox. We remain focused on execution and delivery of our vertical integration strategy, which is creating an enterprise that displays greater stability in financial performance and cash generation throughout the cycle. We will continue to manage what we can control – achieving the increased synergy targets, investing in our business through well-conceived, well-executed high return projects, deleveraging the balance sheet, and returning capital to shareholders through an increased dividend.
"Certainly, economic and global macro uncertainty remain as we have entered 2020, but we believe the outlook for the TiO2 sector is strong. As we emerge from a prolonged, but shallow industry trough, we have seen the beginning of an uptick in volumes and believe that historically this has been a precursor to an improving price environment. Due to our competitive advantage of vertical integration through a global footprint, we are confident that we will continue to outperform our industry peers in terms of EBITDA margin and free cash flow generation irrespective of the economic environment. We will deliver on our financial targets while remaining committed to employee development, safety and sustainability."
The Board of Directors declared a quarterly dividend of $0.07 per share payable on Friday, March 20, 2020, to shareholders of record of the Company's ordinary shares at the close of business on Monday, March 9, 2020.
Full Year 2020 Outlook
Regarding the Company's outlook for the full year 2020, Quinn commented, "Balancing global macro-economic uncertainty and near-term softness in zircon demand with the beginning of an uptick in the TiO2 sector and our confidence in our ability to deliver our increased synergy target, we are issuing the following outlook for 2020:
_________________________________________ |
Note: for the Company's guidance with respect to full-year 2020 Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company's control or cannot be reasonably predicted. |
Financial Summary for the Quarter Ending December 31, 2019 (Reported Basis)
Tronox reported revenue of $693 million for the fourth quarter 2019, an increase of 62 percent from $429 million in the fourth quarter 2018. Income from operations of $44 million compared to $68 million in the year-ago quarter. Net income from continuing operations attributable to Tronox was nil, or $0.00 per diluted share, compared to net loss from continuing operations attributable to Tronox of $5 million, or $0.05 per diluted share, in the year-ago quarter. Net loss from continuing operations attributable to Tronox in the fourth quarter 2019 included an inventory step-up charge, transaction costs, restructuring and integration costs, loss on extinguishment of debt, a pension settlement gain and a charge for a capital gains tax payment that, combined, totaled $19 million or $0.14 per diluted share. Excluding these items, adjusted net income attributable to Tronox (Non-GAAP) was $19 million, or $0.14 per diluted share. Adjusted EBITDA of $156 million increased 30 percent compared to $120 million in the prior-year quarter.
_________________________________________ |
Note: Since Tronox and Cristal combined their respective businesses on April 10, 2019 and to assist in the following discussion of fourth quarter 2019 performance compared to the fourth quarter 2018, we have provided the results on both a pro forma basis and a reported basis. |
Fourth Quarter 2019 vs. Fourth Quarter 2018
Reported Basis
Pro Forma Basis
Fourth Quarter 2019 vs. Third Quarter 2019
Reported Basis
Other Financial Information
Financial Summary for the Year Ending December 31, 2019 (Reported Basis)
Tronox reported revenue of $2,642 million for 2019, an increase of 45 percent from $1,819 million in 2018. Income from operations of $95 million compared to $200 million in the year-ago period. Net loss from continuing operations attributable to Tronox of $114 million, or $0.81 per diluted share, compared to a net loss from continuing operations attributable to Tronox of $7 million, or $0.06 per diluted share, in the year-ago period. Net loss from continuing operations attributable to Tronox in 2019 included an inventory step-up charge; transaction, restructuring and integration costs; loss on extinguishment of debt; a pension settlement gain; and a charge for a capital gains tax payment that, combined, totaled $180 million or $1.28 per diluted share. Excluding these items, adjusted net income from continuing operations attributable to Tronox (Non-GAAP) was $66 million, or $0.47 per diluted share. Adjusted EBITDA of $615 million increased 20 percent compared to $513 million in the prior year.
Webcast Conference Call
Tronox will conduct a webcast conference call on Wednesday, February 26, 2020, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 2287089
Conference Call Presentation Slides will be used during the conference call and will be available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on February 26, 2020, 11:30 a.m. ET (New York), until March 4, 2020, 11:30 a.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 2287089
Upcoming Conferences
During the first quarter 2020, a member of management is scheduled to present at the following conference:
Accompanying conference and meeting materials will be available at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance, including anticipated synergies, based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission (SEC).
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox, including its presentation on a per share basis, and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. Beginning with the reporting of our first quarter of 2019 results, we modified our definition of the Adjusted EBITDA metric to exclude all realized and unrealized gains and losses caused by foreign currency re-measurement to be more consistent with how we report this metric to our lenders. We have revised the comparable periods for consistency. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
For the Company's guidance with respect to full year 2020 Adjusted EBITDA, Adjusted diluted earnings per share and Free Cash Flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted.
Unaudited Pro Forma Financial Information
On April 10, 2019, we announced the completion of the acquisition of the TiO2 business of Cristal which impacts the comparability of the reported results for 2019 compared to 2018 and the fourth quarter of 2019 compared to the fourth quarter of 2018. Since Tronox and Cristal have combined their respective businesses effective with the merger date of April 10, 2019, the three and twelve months ended December 31, 2019 reflect the results of the combined business from April 10, 2019, while the three and twelve months ended December 31, 2018 include only the results of the legacy Tronox business. To assist with a discussion of the 2019 and 2018 results on a comparable basis, certain supplemental unaudited pro forma income statement and Adjusted EBITDA information is provided on a consolidated basis and is referred to as "pro forma information." The pro forma information has been prepared on a basis consistent with Article 11 of Regulation S-X, assuming the merger and merger-related divestitures of Cristal's North American TiO2 business and the 8120 paper laminate grade had been consummated on January 1, 2018. In preparing this pro forma information, the historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the business combination and other transactions presented herein, such as the merger-related divestitures, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined entity's consolidated results. The pro forma information is based on management's assumptions and is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination and merger-related divestitures had occurred as of the dates indicated or what the results would be for any future periods. Also, the pro forma information does not include the impact of any revenue, cost or other operating synergies in the periods prior to the acquisition that may result from the business combination or any related restructuring costs.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt / Jennifer Guenther
+1.646.960.6598
TRONOX HOLDINGS PLC | ||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||||||||||||||
(UNAUDITED) | ||||||||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||||||||
Three months Ended December 31, | Year Ended December 31, | |||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||
Net sales | $ 693 | $ 429 | $ 2,642 | $ 1,819 | ||||||||||
Cost of goods sold | 545 | 311 | 2,159 | 1,321 | ||||||||||
Contract loss | - | - | 19 | - | ||||||||||
Gross profit | 148 | 118 | 464 | 498 | ||||||||||
Selling, general, and administrative expenses | 95 | 50 | 347 | 267 | ||||||||||
Restructuring | 9 | - | 22 | - | ||||||||||
Impairment loss | - | - | - | 31 | ||||||||||
Income from operations | 44 | 68 | 95 | 200 | ||||||||||
Interest expense | (47) | (49) | (201) | (193) | ||||||||||
Interest income | 2 | 10 | 18 | 33 | ||||||||||
Loss on extinguishment of debt | (1) | - | (3) | (30) | ||||||||||
Other income (expense), net | 1 | 6 | 3 | 33 | ||||||||||
(Loss) income from continuing operations before income taxes | (1) | 35 | (88) | 43 | ||||||||||
Income tax (provision) benefit | (4) | (29) | (14) | (13) | ||||||||||
Net (loss) income from continuing operations | (5) | 6 | (102) | 30 | ||||||||||
Net income from discontinued operations, net of tax | - | - | 5 | - | ||||||||||
Net (loss) income | (5) | 6 | (97) | 30 | ||||||||||
Net (loss) income attributable to noncontrolling interest | (5) | 11 | 12 | 37 | ||||||||||
Net income (loss) attributable to Tronox Holdings plc | $ - | $ (5) | $ (109) | $ (7) | ||||||||||
Net (loss) income per share, basic: | ||||||||||||||
Continuing operations | $ - | $ (0.05) | $ (0.81) | $ (0.06) | ||||||||||
Discontinued operations | $ - | $ - | $ 0.03 | $ - | ||||||||||
Net (loss) income per share, basic | $ - | $ (0.05) | $ (0.78) | $ (0.06) | ||||||||||
Net (loss) income per share, diluted: | ||||||||||||||
Continuing operations | $ - | $ (0.05) | $ (0.81) | $ (0.06) | ||||||||||
Discontinued operations | $ - | $ - | $ 0.03 | $ - | ||||||||||
Net (loss) income per share, diluted: | $ - | $ (0.05) | $ (0.78) | $ (0.06) | ||||||||||
Weighted average shares outstanding, basic (in thousands) | 141,923 | 123,079 | 139,859 | 122,881 | ||||||||||
Weighted average shares outstanding, diluted (in thousands) | 141,923 | 123,079 | 139,859 | 122,881 | ||||||||||
Other Operating Data: | ||||||||||||||
Capital expenditures | $ 58 | $ 34 | $ 198 | $ 117 | ||||||||||
Depreciation, depletion and amortization expense | $ 75 | $ 50 | $ 280 | $ 195 | ||||||||||
TRONOX HOLDINGS PLC | ||||||||
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
RECONCILIATION OF NET (LOSS) INCOME FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | ||||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | ||||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP) | $ - | $ (5) | $ (109) | $ (7) | ||||
Net income from discontinued operations, net of tax (U.S. GAAP) | - | - | 5 | - | ||||
Net (loss) income from continuing operations attributable to Tronox Holdings plc (U.S. GAAP) | $ - | $ (5) | $ (114) | $ (7) | ||||
Inventory step-up (a) | 2 | - | 91 | - | ||||
Impairment loss (b) | - | - | - | 31 | ||||
Contract loss (c) | - | - | 14 | - | ||||
Transaction costs (d) | 3 | 7 | 32 | 66 | ||||
Restructuring (e) | 8 | - | 21 | - | ||||
Integration costs (f) | 8 | - | 16 | - | ||||
Tax valuation allowance reversal (g) | - | - | - | (48) | ||||
Loss on extinguishment of debt (h) | 1 | - | 3 | 30 | ||||
Share-based compensation modification (i) | - | - | - | (6) | ||||
Pension settlement gain (j) | (1) | - | (1) | (3) | ||||
Charge for capital gains tax payment to Exxaro (k) | (2) | - | 4 | - | ||||
Reversal of accrual related to tax settlement (l) | - | (11) | - | (11) | ||||
Income tax settlement for prior years (m) | - | 11 | - | 11 | ||||
Income tax expense - deferred tax assets (n) | - | 6 | - | 6 | ||||
Adjusted net income from continuing operations attributable to Tronox Holdings plc (non-U.S. GAAP) (1) | $ 19 | $ 8 | $ 66 | $ 69 | ||||
Diluted net income (loss) per share from continuing operations (U.S. GAAP) | $ - | $ (0.05) | $ (0.81) | $ (0.06) | ||||
Inventory step-up, per share | 0.01 | - | 0.65 | - | ||||
Impairment loss, per share | - | - | - | 0.25 | ||||
Contract loss, per share | - | - | 0.10 | - | ||||
Transaction costs, per share | 0.02 | 0.06 | 0.23 | 0.53 | ||||
Restructuring, per share | 0.06 | - | 0.15 | - | ||||
Integration costs, per share | 0.06 | - | 0.11 | - | ||||
Tax valuation allowance reversal, per share | - | - | - | (0.38) | ||||
Loss on extinguishment of debt, per share | 0.01 | - | 0.02 | 0.24 | ||||
Share-based compensation modification, per share | - | - | - | (0.05) | ||||
Pension settlement gain | (0.01) | - | (0.01) | (0.02) | ||||
Charge for capital gains tax payment to Exxaro, per share | (0.01) | - | 0.03 | - | ||||
Reversal of accrual related to tax settlement, per share | - | (0.09) | - | (0.09) | ||||
Income tax settlement for prior years, per share | - | 0.09 | - | 0.09 | ||||
Income tax expense - deferred tax assets, per share | - | 0.05 | - | 0.05 | ||||
Diluted adjusted net (loss) income from continuing operations per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.14 | $ 0.06 | $ 0.47 | $ 0.56 | ||||
Weighted average shares outstanding, diluted (in thousands) | 143,124 | 125,134 | 140,961 | 125,279 | ||||
(1) Only the inventory step-up, contract loss and restructuring amounts for both the three and twelve months of 2019 have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full valuation allowances. | ||||||||
(a) Represents a net-of-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | ||||||||
(b) Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the Consolidated Statements of Operations. | ||||||||
(c) Represents a net-of-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our Consolidated Statements of Operations. | ||||||||
(d) Represents transaction costs primarily associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. | ||||||||
(e) Represents amounts for employee-related costs, including severance, net of tax . | ||||||||
(f) Represents Integration costs associated with the Cristal acquisition after the acquisition which were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. | ||||||||
(g) Represents the reversal of the tax valuation allowance attributable to our operating subsidiary in the Netherlands. | ||||||||
(h) 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment made on the Term Loan Facility. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due 2022. | ||||||||
(i) Represents the reversal of previously recorded expense due to a modification to the Integration Incentive Award. | ||||||||
(j) 2019 amount represents settlement gain related to the U.S. Pension Plan (acquired as part of the Cristal Transaction). 2018 amount represents settlement gain related to former U.S. postretirement medical plan. | ||||||||
(k) Represents the payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in "Other expense, net" in the Consolidated Statements of Operations. | ||||||||
(l) Represents the reversal of an accrual as a result of a tax settlement. | ||||||||
(m) Represents a charge to tax expense for the settlement of prior year tax returns with a foreign tax authority. | ||||||||
(n) Represents a charge to tax expense for the impact on deferred tax assets from a change in tax rates in a foreign tax jurisdiction. | ||||||||
TRONOX HOLDINGS PLC | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
December 31, | December 31, | |||||||
2019 | 2018 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ 302 | $ 1,034 | ||||||
Restricted cash | 9 | 662 | ||||||
Accounts receivable, net of allowance for doubtful accounts | 482 | 317 | ||||||
Inventories, net | 1,131 | 479 | ||||||
Prepaid and other assets | 166 | 50 | ||||||
Income taxes receivable | 6 | 2 | ||||||
Total current assets | 2,096 | 2,544 | ||||||
Noncurrent Assets | ||||||||
Property, plant and equipment and mineral leaseholds, net | 2,614 | 1,800 | ||||||
Intangible assets, net | 208 | 176 | ||||||
Lease right of use assets, net | 101 | - | ||||||
Deferred tax assets | 110 | 37 | ||||||
Other long-term assets | 162 | 85 | ||||||
Total assets | $ 5,291 | $ 4,642 | ||||||
LIABILITIES AND EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ 356 | $ 133 | ||||||
Accrued liabilities | 291 | 140 | ||||||
Short-term lease liabilities | 38 | - | ||||||
Long-term debt due within one year | 38 | 22 | ||||||
Income taxes payable | 1 | 5 | ||||||
Total current liabilities | 724 | 300 | ||||||
Noncurrent Liabilities | ||||||||
Long-term debt, net | 2,988 | 3,139 | ||||||
Pension and postretirement healthcare benefits | 160 | 93 | ||||||
Asset retirement obligations | 142 | 68 | ||||||
Environmental Liabilities | 65 | 1 | ||||||
Long-term lease liabilities | 62 | - | ||||||
Long-term deferred tax liabilities | 184 | 163 | ||||||
Other long-term liabilities | 50 | 16 | ||||||
Total liabilities | 4,375 | 3,780 | ||||||
Commitments and Contingencies | ||||||||
Shareholders' Equity | ||||||||
Tronox Holdings plc ordinary shares, par value $0.01 — 141,900,459 shares issued and outstanding at December 31, 2019 and 123,015,301 shares issued and 122,933,845 shares outstanding at December 31, 2018 | 1 | 1 | ||||||
Capital in excess of par value | 1,846 | 1,579 | ||||||
Accumulated deficit | (493) | (357) | ||||||
Accumulated other comprehensive loss | (606) | (540) | ||||||
Total Tronox Holdings plc shareholders' equity | 748 | 683 | ||||||
Noncontrolling interest | 168 | 179 | ||||||
Total equity | 916 | 862 | ||||||
Total liabilities and equity | $ 5,291 | $ 4,642 | ||||||
TRONOX HOLDINGS PLC | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(UNAUDITED) | |||
(Millions of U.S. dollars) | |||
Year Ended December 31, | |||
2019 | 2018 | ||
Cash Flows from Operating Activities: | |||
Net (loss) income | $ (97) | $ 30 | |
Net income from discontinued operations, net of tax | 5 | - | |
Net (loss) income from continuing operations | $ (102) | $ 30 | |
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities, continuing operations: | |||
Depreciation, depletion and amortization | 280 | 195 | |
Deferred income taxes | (9) | (21) | |
Share-based compensation expense | 32 | 21 | |
Amortization of deferred debt issuance costs and discount on debt | 8 | 11 | |
Loss on extinguishment of debt | 3 | 30 | |
Contract loss | 19 | - | |
Impairment loss | - | 31 | |
Acquired inventory step-up recognized in earnings | 98 | - | |
Other non-cash affecting net (loss) income from continuing operations | 25 | (9) | |
Changes in assets and liabilities: | |||
Increase in accounts receivable, net | 78 | (11) | |
Decrease (increase) in inventories, net | (59) | (47) | |
Decrease (increase) in prepaid and other assets | (2) | 4 | |
Increase (decrease) in accounts payable and accrued liabilities | 89 | (51) | |
Net changes in income tax payables and receivables | (13) | 10 | |
Changes in other non-current assets and liabilities | (35) | (23) | |
Cash provided by operating activities- continuing operations | 412 | 170 | |
Cash Flows from Investing Activities: | |||
Capital expenditures | (198) | (117) | |
Cristal Acquisition | (1,675) | - | |
Proceeds from sale of Ashtabula | 701 | - | |
Insurance proceeds | 10 | - | |
Proceeds from sale of business | - | 6 | |
Loans | (25) | (64) | |
Proceeds from sale of assets | 2 | 1 | |
Cash used in investing activities-continuing operations | (1,185) | (174) | |
Cash Flows from Financing Activities: | |||
Repayments of long-term debt | (387) | (606) | |
Proceeds from long-term debt | 222 | 615 | |
Repurchase of common stock | (288) | - | |
Acquisition of noncontrolling interest | (148) | - | |
Call premium paid | - | (22) | |
Debt issuance costs | (4) | (10) | |
Proceeds from the exercise of options and warrants | - | 6 | |
Dividends paid | (27) | (23) | |
Restricted stock and performance-based shares settled in cash for withholding taxes | (6) | (6) | |
Cash used in financing activities-continuing operations | (638) | (46) | |
Discontinued Operations: | |||
Cash provided by operating activities | 29 | - | |
Cash used in investing activities | (1) | - | |
Net cash flows provided by discontinued operations | 28 | - | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (2) | (23) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (1,385) | (73) | |
Cash, cash equivalents and restricted cash at beginning of period | 1,696 | 1,769 | |
Cash, cash equivalents and restricted cash at end of period | $ 311 | $ 1,696 | |
TRONOX HOLDINGS PLC | ||||||||
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net (loss) income (U.S. GAAP) | $ (5) | $ 6 | $ (97) | $ 30 | ||||
Income from discontinued operations, net of tax (see Note 2) (U.S. GAAP) | - | - | 5 | - | ||||
Net (loss) income from continuing operations (U.S. GAAP) | $ (5) | $ 6 | $ (102) | $ 30 | ||||
Interest expense | 47 | 49 | 201 | 193 | ||||
Interest income | (2) | (10) | (18) | (33) | ||||
Income tax provision (benefit) | 4 | 29 | 14 | 13 | ||||
Depreciation, depletion and amortization expense | 75 | 50 | 280 | 195 | ||||
EBITDA (non-U.S. GAAP) | 119 | 124 | 375 | 398 | ||||
Inventory step-up (a) | 3 | 98 | - | |||||
Impairment loss (b) | - | - | - | 31 | ||||
Contract Loss (c) | - | - | 19 | - | ||||
Share based compensation (d) | 8 | 5 | 32 | 21 | ||||
Transaction costs (e) | 3 | 7 | 32 | 66 | ||||
Restructuring (f) | 9 | - | 22 | - | ||||
Integration costs (g) | 8 | - | 16 | - | ||||
Loss on extinguishment of debt (h) | 1 | - | 3 | 30 | ||||
Foreign currency remeasurement (i) | (1) | (6) | (6) | (28) | ||||
Pension settlement gain (j) | (1) | - | (1) | (3) | ||||
Charge for capital gains tax payment to Exxaro (k) | (2) | - | 4 | - | ||||
Reversal of accrual related to tax settlements(l) | - | (11) | - | (11) | ||||
Other items (m) | 9 | 1 | 21 | 9 | ||||
Adjusted EBITDA (non-U.S. GAAP) | $ 156 | $ 120 | $ 615 | $ 513 | ||||
(a) | Represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | |||||||
(b) | Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the Consolidated Statements of Operations. | |||||||
(c) | Represents a pre-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our Consolidated Statements of Operations. | |||||||
(d) | Represents non-cash share-based compensation. | |||||||
(e) | Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. | |||||||
(f) | Represents amounts for employee-related costs, including severance . | |||||||
(g) | Represents integration costs associated with the Cristal Integration after the acquisition which were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. | |||||||
(h) | 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment made on the Term Loan Facility. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due 2022. | |||||||
(i) | Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other income (expense), net" in the Consolidated Statements of Operations. Prior to the first quarter of 2019, realized gains and losses associated with third party receivables and liabilities had been included in Adjusted EBITDA. Commencing with 2019, we are now excluding these amounts from Adjusted EBITDA and prior period amounts have been revised for comparability purposes. The exclusion of all of the realized and unrealized gains and losses is consistent with the reporting of Adjusted EBITDA we make to our lenders. | |||||||
(j) | 2019 amount represents settlement gain related to the U.S. Pension Plan. 2018 amount represents settlement gain related to former U.S. postretirement medical plan. | |||||||
(k) | Represents the payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in and "Other income (expense), net" in the Consolidated Statements of Operations. | |||||||
(l) | Represents the reversal of an accrual as a result of a tax settlement. | |||||||
(m) | Includes noncash pension and postretirement costs, accretion expense, severance expense and other items included in "Selling general and administrative expenses", "Cost of goods sold" and "Other income (expense), net" in the Consolidated Statements of Operations. | |||||||
TRONOX HOLDINGS PLC | ||||||||
FREE CASH FLOW (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
The following table reconciles Cash provided by operating activities, to free cash flow for the three months ended December 31, 2019: | ||||||||
Consolidated | ||||||||
Cash provided by operating activities, continuing operations | $ 412 | |||||||
Capital expenditures | (198) | |||||||
Free cash flow (non-U.S. GAAP) | $ 214 | |||||||
TRONOX HOLDINGS PLC | |||||||||||||
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | |||||||||||||
(UNAUDITED) | |||||||||||||
(Millions of U.S. dollars, except share and per share data) | |||||||||||||
Pro forma amounts | Pro forma amounts | ||||||||||||
Three months Ended December 31, | Year Ended December 31, | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||
Net sales | $ 693 | $ 728 | $ 3,008 | $ 3,339 | |||||||||
Cost of goods sold | 542 | 480 | 2,364 | 2,519 | |||||||||
Gross profit | 151 | 248 | 644 | 820 | |||||||||
Selling, general, and administrative expenses | 92 | 125 | 354 | 354 | |||||||||
Restructuring | 9 | 1 | 22 | 1 | |||||||||
Impairment loss | - | - | - | 31 | |||||||||
Income from operations | 50 | 122 | 268 | 434 | |||||||||
Interest expense | (47) | (54) | (207) | (211) | |||||||||
Interest income | 2 | 4 | 12 | 13 | |||||||||
Loss on extinguishment of debt | (1) | - | (3) | (30) | |||||||||
Other (expense) income, net | 1 | 24 | 2 | 33 | |||||||||
Income from continuing operations before income taxes | 5 | 96 | 72 | 239 | |||||||||
Income tax (provision) benefit | (4) | (34) | (31) | (36) | |||||||||
Net income from continuing operations | 1 | 62 | 41 | 203 | |||||||||
Net income attributable to noncontrolling interest | 5 | 5 | 23 | 37 | |||||||||
Net income from continuing operations attributable to Tronox Holdings plc | $ (4) | $ 57 | $ 18 | $ 166 | |||||||||
Net income from continuing operations per share, diluted | $ (0.03) | $ 0.35 | $ 0.12 | $ 1.02 | |||||||||
Weighted average shares outstanding, diluted (in thousands) | 141,923 | 162,714 | 151,153 | 162,859 | |||||||||
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
RECONCILIATION OF PRO FORMA NET (LOSS) INCOME FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | ||||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net income from continuing operations attributable to Tronox Holdings plc (U.S. GAAP) | $ (4) | $ 57 | $ 18 | $ 166 | ||||
Inventory step-up | $ - | $ - | $ - | $ 91 | ||||
Impairment loss | - | - | - | 31 | ||||
Restructuring | 8 | - | 21 | - | ||||
Integration costs | 8 | - | 16 | - | ||||
Tax valuation allowance reversal | - | - | - | (48) | ||||
Loss on extinguishment of debt | 1 | - | 3 | 30 | ||||
Share-based compensation modification | - | - | - | (6) | ||||
Settlement gain | (1) | - | (1) | (3) | ||||
Charge for capital gains tax payment to Exxaro | (2) | - | 4 | - | ||||
Reversal of accrual related to tax settlement | - | (11) | - | (11) | ||||
Income tax settlement for prior years | - | 11 | - | 11 | ||||
Income tax expense - deferred tax assets | - | 6 | - | 6 | ||||
Adjusted net income from continuing operations attributable to Tronox Holdings plc (non-U.S. GAAP) (1) | $ 10 | $ 63 | $ 61 | $ 267 | ||||
Diluted net income per share from continuing operations (U.S. GAAP) | $ (0.03) | $ 0.35 | $ 0.12 | $ 1.02 | ||||
Inventory step-up, per share | - | - | - | 0.56 | ||||
Impairment loss, per share | - | - | - | 0.19 | ||||
Restructuring, per share | 0.06 | - | 0.13 | - | ||||
Integration costs, per share | 0.06 | - | 0.10 | - | ||||
Tax valuation allowance reversal, per share | - | - | - | (0.29) | ||||
Loss on extinguishment of debt, per share | 0.01 | - | 0.02 | 0.18 | ||||
Share-based compensation modification, per share | - | - | - | (0.04) | ||||
Settlement gain | (0.01) | - | (0.01) | (0.02) | ||||
Charge for capital gains tax payment to Exxaro, per share | (0.02) | - | 0.03 | - | ||||
Reversal of accrual related to tax settlement, per share | - | (0.07) | - | (0.07) | ||||
Income tax settlement for prior years, per share | - | 0.07 | - | 0.07 | ||||
Income tax expense - deferred tax assets, per share | - | 0.04 | - | 0.04 | ||||
Diluted adjusted net income from continuing operations per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.07 | $ 0.39 | $ 0.39 | $ 1.64 | ||||
Weighted average shares outstanding, diluted (in thousands) | 143,124 | 162,714 | 151,153 | 162,859 | ||||
(1) Only the restructuring for the three months and year ended 2019 and inventory step-up for the year ended 2018 have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full valuation allowances. |
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA RECONCILIATION OF NET INCOME (LOSS) FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three Months Ended December 31, | Year Ended December 31, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net income (loss) from continuing operations (U.S. GAAP) | $ 1 | $ 62 | $ 41 | $ 203 | ||||
Interest expense | 47 | 54 | 207 | 211 | ||||
Interest income | (2) | (4) | (12) | (13) | ||||
Income tax provision | 4 | 34 | 31 | 36 | ||||
Depreciation, depletion and amortization expense | 75 | 81 | 323 | 334 | ||||
EBITDA (non-U.S. GAAP) | 125 | 227 | 590 | 771 | ||||
Inventory step-up | - | - | - | 98 | ||||
Impairment loss | - | - | - | 31 | ||||
Share based compensation | 8 | 5 | 32 | 21 | ||||
Restructuring | 9 | - | 22 | - | ||||
Integration costs | 8 | - | 16 | - | ||||
Loss on extinguishment of debt | 1 | - | 3 | 30 | ||||
Foreign currency remeasurement | (1) | (3) | (6) | (21) | ||||
Settlement gain | (1) | - | (1) | (3) | ||||
Charge for capital gains tax payment to Exxaro | (2) | - | 4 | - | ||||
Reversal of accrual related tax | - | (11) | (11) | |||||
Other items | 9 | (2) | 21 | 6 | ||||
Adjusted EBITDA (non-U.S. GAAP) | $ 156 | $ 216 | $ 681 | $ 922 | ||||
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-reports-fourth-quarter-and-full-year-2019-financial-results-301011250.html
SOURCE Tronox Holdings plc
Article Date
2/25/20202/5/2020 - Tronox Announces Dates For Fourth Quarter 2019 Earnings Release & Webcast Conference Call
Tronox Announces Dates For Fourth Quarter 2019 Earnings Release & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., Feb. 5, 2020 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) announced today the following schedule for its fourth quarter 2019 earnings release and webcast conference call:
Earnings Release: Tuesday, February 25, 2020, after the market close via PR Newswire and the Tronox Holdings plc website: tronox.com
Webcast Conference Call: Wednesday, February 26, 2020, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 2287089
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on February 26, 2020, 11:30 a.m. ET (New York), until March 4, 2020, 11:30 a.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 2287089
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-fourth-quarter-2019-earnings-release--webcast-conference-call-300999515.html
SOURCE Tronox Holdings plc
Article Date
2/5/2020Tronox Reports Third Quarter 2019 Financial Results
Source: PR Newswire
STAMFORD, Conn., Nov. 7, 2019 /PRNewswire/ --
Third Quarter 2019 Highlights:
Other Highlights:
Full Year 2019 Outlook on Reported Basis:
Full Year 2019 Outlook on Pro Forma Basis:
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, today reported its financial results for the quarter ending September 30, 2019, as follows:
Summary of Financial Results for the Quarter Ending September 30, 2019
Reported Basis | |||||
(Millions of dollars) | Q3 2019 | Q3 2018 | Y-o-Y % ∆ | Q2 2019 | Q-o-Q % ∆ |
Revenue | $ 768 | $ 456 | 68% | $ 791 | (3%) |
TiO2 | 603 | 307 | 96% | 625 | (4%) |
Zircon | 68 | 72 | (6%) | 88 | (23%) |
Feedstock and other products | 97 | 67 | 45% | 78 | 24% |
Electrolytic | - | 10 | (100%) | - | - |
Net (Loss) Income from Continuing Ops | $ (12) | $ 15 | (180%) | $ (55) | 78% |
Adjusted EBITDA | $ 184 | $ 128 | 44% | $ 195 | (6%) |
Adjusted EBITDA Margin % | 24% | 28% | 25% | ||
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | 106% | (5%) | (2%) | (1%) | |
Local Currency Basis | - | (5%) | - | -- | |
Zircon | (1%) | (5%) | (19%) | (4%) | |
Pro Forma Basis | |||||
(Millions of dollars) | Q3 2019 | Q3 2018 | Y-o-Y % ∆ | Q2 2019 (1) | Q-o-Q % ∆ |
Revenue | $ 768 | $ 832 | (8%) | $ 827 | (7%) |
TiO2 | 603 | 629 | (4%) | 657 | (8%) |
Zircon | 68 | 104 | (35%) | 89 | (24%) |
Feedstock and other products | 97 | 89 | 9% | 81 | 20% |
Electrolytic | - | 10 | (100%) | - | - |
Net (Loss) Income from Continuing Ops | $ 26 | $ 41 | (37%) | $ 32 | (19%) |
Adjusted EBITDA | $ 184 | $ 215 | (14%) | $ 200 | (8%) |
Adjusted EBITDA Margin % | 24% | 26% | 24% | ||
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | 3% | (7%) | (7%) | (1%) | |
Local Currency Basis | - | (5%) | - | -- | |
Zircon | (32%) | (4%) | (20%) | (4%) | |
(1) Adjusted from the prior quarter due to purchase accounting revisions. |
CEO Commentary
Commenting on the third quarter results, Jeffry Quinn, chairman and chief executive officer of Tronox said, "Our third quarter performance clearly demonstrated the inherent stability and resilience of our vertically integrated global footprint in a challenging global macro-economic environment. Since the close of the Cristal transaction, our performance has shown that we are well-positioned to deliver superior value across wide-ranging economic conditions. Our performance was driven by strong execution on the many operating and commercial initiatives that are within our control, such as delivering the synergies, optimizing our global operating footprint, taking advantage of our vertical integration, managing overhead and wisely allocating capital.
"Through the end of the third quarter, we have delivered total synergies of $45 million since closing the Cristal TiO2 acquisition, of which $21 million have been reflected in our EBITDA, $13 million will be reflected in EBITDA in future quarters, and $11 million are cash synergies not reflected in EBITDA. We are raising our target for total synergies in 2019 to $65 million. Our Adjusted EBITDA margin of 24 percent equaled that of the second quarter on a pro forma basis, despite sales volume declines in zircon and pigment, reflecting the margin benefits from our vertical integration and our successful operational excellence program.
"We benefit from alignment with TiO2 customers that are growing faster than the overall market and our sales are well balanced across the world's regions. The success of our bespoke win-win margin stability initiative is enhancing the stability of our top line relative to historical industry patterns. This stability is reflected in our global average TiO2 selling price, which has remained essentially level on a sequential basis across 2019. Though we are experiencing some softness in zircon demand in the near-term, primarily in China, this high-value co-product continues to deliver strong profitability and margin enhancement. We see the medium-term outlook for zircon as good, with steady GDP-level demand growth and increasing supply tightness globally.
"Our global team is moving forward into 2020 together as one new Tronox. We are executing very well and generating significant momentum toward creating the world's leading TiO2 company -- an enterprise that displays greater stability in financial performance and cash generation across cycles by utilizing our vertical integration and margin stabilizing commercial approach."
The Board of Directors declared a quarterly dividend of $0.045 per share payable on December 2, 2019, to shareholders of record of the Company's ordinary shares at the close of business on November 19, 2019.
Fourth Quarter and Full Year 2019 Outlook
Regarding the Company's outlook for the fourth quarter and full year 2019, Quinn commented, "While global macro-economic conditions remain uncertain and considering the near-term softness in zircon demand as well as our confidence in our ability to deliver our increased synergy target, we are revising our outlook for the fourth quarter 2019 and full year 2019 to:
(Millions of dollars) | Revenue | Adjusted EBITDA | Adjusted EPS | Free Cash Flow | ||||
Fourth Quarter 2019 | $ | 700-750 | $ | 160-180 | 0.01-0.11 | |||
Full Year 2019 As Reported | $ | 2,650-2,700 | $ | 615-635 | 0.33-0.44 | $ | 120-135 | |
Full Year 2019 Pro Forma | $ | 3,015-3,065 | $ | 680-700 | 0.25-0.36 | |||
Note: for the Company's guidance with respect to fourth quarter and full-year 2019 Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain, out of the Company's control or cannot be reasonably predicted. |
Financial Summary for the Quarter Ending September 30, 2019
Tronox reported revenue of $768 million for the third quarter 2019, an increase of 68 percent from $456 million in the third quarter 2018. Excluding revenue of $10 million in the year-ago quarter from the Electrolytic business sold in September 2018, revenue increased 72 percent versus the prior-year quarter. Income from operations of $48 million compared to $53 million in the year-ago quarter. Net loss from continuing operations attributable to Tronox of $19 million, or ($0.13) per diluted share, compared to net income from continuing operations attributable to Tronox of $6 million, or $0.05 per diluted share, in the year-ago quarter. Net loss from continuing operations attributable to Tronox in the third quarter 2019 included amortization of inventory step-up, restructuring and integration costs, and a charge for a potential capital gains tax payment that, combined, totaled $49 million or $0.34 per diluted share. Excluding these items, adjusted net income attributable to Tronox (Non-GAAP) was $30 million, or $0.21 per diluted share. Adjusted EBITDA of $184 million increased 44 percent compared to $128 million in the prior-year quarter.
Note: Since Tronox and Cristal combined their respective businesses on April 10, 2019 and to assist in the following discussion of third quarter 2019 performance compared to the third quarter 2018 and the second quarter 2019, we have provided the results on both a pro forma basis and a reported basis.
Third Quarter 2019 vs. Third Quarter 2018
Reported Basis
Pro Forma Basis
Third Quarter 2019 vs. Second Quarter 2019
Reported Basis
Pro Forma Basis
Other Financial Information
Webcast Conference Call
Tronox will conduct a webcast conference call on Friday, November 8, 2019, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 4496552
Conference Call Presentation Slides will be used during the conference call and will be available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on November 8, 2019, 11:30 a.m. ET (New York), until November 15, 2019, 11:30 a.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 4496552
Upcoming Conferences and Investor Meetings
During the fourth quarter 2019, a member of management is scheduled to present at the following conferences:
Accompanying conference and meeting materials will be available at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance (including anticipated synergies) based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K/A for the year ended December 31, 2018.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox, including its presentation on a per share basis, and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. Beginning with the reporting of our first quarter of 2019 results, we modified our definition of the Adjusted EBITDA metric to exclude all realized and unrealized gains and losses caused by foreign currency re-measurement to be more consistent with how we report this metric to our lenders. We have revised the comparable periods for consistency. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
For the Company's guidance with respect to the fourth quarter 2019 and full year 2019 Adjusted EBITDA, Adjusted diluted earnings per share and Free Cash Flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted.
Unaudited Pro Forma Financial Information
On April 10, 2019, we announced the completion of the acquisition of the TiO2 business of Cristal which impacts the comparability of the reported results for 2019 compared to 2018 and the third quarter of 2019 compared to the third quarter of 2018 and the second quarter of 2019. Since Tronox and Cristal have combined their respective businesses effective with the merger date of April 10, 2019, the three and nine months ended September 30, 2019 reflect the results of the combined business from April 10, 2019, while the three and nine months ended September 30, 2018 include only the results of the legacy Tronox business. To assist with a discussion of the 2019 and 2018 results on a comparable basis, certain supplemental unaudited pro forma income statement and Adjusted EBITDA information is provided on a consolidated basis and is referred to as "pro forma information." The pro forma information has been prepared on a basis consistent with Article 11 of Regulation S-X, assuming the merger and merger-related divestitures of Cristal's North American TiO2 business and the 8120 paper laminate grade had been consummated on January 1, 2018. In preparing this pro forma information, the historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the business combination and other transactions presented herein, such as the merger-related divestitures, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined entity's consolidated results. The pro forma information is based on management's assumptions and is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination and merger-related divestitures had occurred as of the dates indicated or what the results would be for any future periods. Also, the pro forma information does not include the impact of any revenue, cost or other operating synergies in the periods prior to the acquisition that may result from the business combination or any related restructuring costs.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.646.960.6598
TRONOX HOLDINGS PLC | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | |||||||||
(UNAUDITED) | |||||||||
(Millions of U.S. dollars, except share and per share data) | |||||||||
Three months Ended September 30, | Nine months Ended September 30, | ||||||||
2019 | 2018 | 2019 | 2018 | ||||||
Net sales | $ 768 | $ 456 | $ 1,949 | $ 1,390 | |||||
Cost of goods sold | 635 | 335 | 1,614 | 1,010 | |||||
Contract loss | - | - | 19 | - | |||||
Gross profit | 133 | 121 | 316 | 380 | |||||
Selling, general, and administrative expenses | 82 | 62 | 252 | 217 | |||||
Restructuring | 3 | - | 13 | - | |||||
Impairment loss | - | 6 | - | 31 | |||||
Income from operations | 48 | 53 | 51 | 132 | |||||
Interest expense | (51) | (47) | (154) | (144) | |||||
Interest income | 4 | 8 | 16 | 23 | |||||
Loss on extinguishment of debt | - | - | (2) | (30) | |||||
Other (expense) income, net | (1) | 7 | 2 | 27 | |||||
Income (loss) from continuing operations before income taxes | - | 21 | (87) | 8 | |||||
Income tax (provision) benefit | (12) | (6) | (10) | 16 | |||||
Net (loss) income from continuing operations | (12) | 15 | (97) | 24 | |||||
Net income from discontinued operations, net of tax | 6 | - | 5 | - | |||||
Net (loss) income | (6) | 15 | (92) | 24 | |||||
Net income attributable to noncontrolling interest | 7 | 9 | 17 | 26 | |||||
Net (loss) income attributable to Tronox Holdings plc | $ (13) | $ 6 | $ (109) | $ (2) | |||||
Net (loss) income per share, basic: | |||||||||
Continuing operations | $ (0.13) | $ 0.05 | $ (0.82) | $ (0.01) | |||||
Discontinued operations | $ 0.04 | $ - | $ 0.04 | $ - | |||||
Net (loss) income per share, basic | $ (0.09) | $ 0.05 | $ (0.78) | $ (0.01) | |||||
Net (loss) income per share, diluted: | |||||||||
Continuing operations | $ (0.13) | $ 0.05 | $ (0.82) | $ (0.01) | |||||
Discontinued operations | $ 0.04 | $ - | $ 0.04 | $ - | |||||
Net (loss) income per share, diluted: | $ (0.09) | $ 0.05 | $ (0.78) | $ (0.01) | |||||
Weighted average shares outstanding, basic (in thousands) | 142,278 | 123,121 | 139,158 | 122,850 | |||||
Weighted average shares outstanding, diluted (in thousands) | 142,278 | 126,302 | 139,158 | 122,850 | |||||
Other Operating Data: | |||||||||
Capital expenditures | $ 59 | $ 28 | $ 140 | $ 83 | |||||
Depreciation, depletion and amortization expense | $ 74 | $ 48 | $ 205 | $ 145 | |||||
TRONOX HOLDINGS PLC | ||||||||
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
RECONCILIATION OF NET (LOSS) INCOME FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | ||||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | ||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP) | $ (13) | $ 6 | $ (109) | $ (2) | ||||
Net income from discontinued operations, net of tax (U.S. GAAP) | 6 | - | 5 | - | ||||
Net (loss) income from continuing operations attributable to Tronox Holdings plc (U.S. GAAP) | $ (19) | $ 6 | $ (114) | $ (2) | ||||
Inventory step-up (a) | 38 | - | 88 | - | ||||
Impairment loss (b) | - | 6 | - | 31 | ||||
Contract loss (c) | - | 14 | ||||||
Transaction costs (d) | - | 12 | 29 | 59 | ||||
Restructuring (e) | 3 | - | 13 | - | ||||
Integration costs (f) | 4 | 8 | ||||||
Tax valuation allowance reversal (g) | - | - | - | (48) | ||||
Loss on extinguishment of debt (h) | - | - | 2 | 30 | ||||
Share-based compensation modification (i) | - | - | - | (6) | ||||
Settlement gain (j) | (3) | - | (3) | |||||
Charge for potential capital gains tax payment to Exxaro (k) | 4 | - | 6 | - | ||||
Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) (1) | $ 30 | $ 21 | $ 46 | $ 61 | ||||
Diluted net income (loss) per share from continuing operations (U.S. GAAP) | $ (0.13) | $ 0.05 | $ (0.82) | $ (0.01) | ||||
Inventory step-up, per share | 0.26 | - | 0.63 | - | ||||
Impairment loss, per share | - | 0.05 | - | 0.24 | ||||
Contract loss, per share | - | - | 0.10 | - | ||||
Transaction costs, per share | - | 0.09 | 0.21 | 0.47 | ||||
Restructuring, per share | 0.02 | - | 0.09 | - | ||||
Integration costs, per share | 0.03 | - | 0.06 | - | ||||
Tax valuation allowance reversal, per share | - | - | - | (0.38) | ||||
Loss on extinguishment of debt, per share | - | - | 0.02 | 0.24 | ||||
Share-based compensation modification, per share | - | - | - | (0.05) | ||||
Settlement gain | - | (0.02) | - | (0.02) | ||||
Charge for potential capital gains tax payment to Exxaro, per share | 0.03 | - | 0.04 | - | ||||
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.21 | $ 0.17 | $ 0.33 | $ 0.49 | ||||
Weighted average shares outstanding, diluted (in thousands) | 142,984 | 126,302 | 140,288 | 125,871 | ||||
(1) Only the inventory step-up and contract loss amounts for both the three and nine months of 2019 have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full valuation allowances. | ||||||||
(a) Represents a net-of-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | ||||||||
(b) Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
(c) Represents a net-of-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our unaudited Condensed Consolidated Statements of Operations. | ||||||||
(d) Represents transaction costs primarily associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
(e) Represents amounts for employee-related costs, including severance. | ||||||||
(f) Represents Integration costs associated with the Cristal acquisition after the acquisition which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
(g) Represents the reversal of the tax valuation allowance attributable to our operating subsidiary in the Netherlands. | ||||||||
(h) 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due 2022. | ||||||||
(i) Represents the reversal of previously recorded expense due to a modification to the Integration Incentive Award. | ||||||||
(j) Represents the settlement gain related to former U.S. postretirement medical plan.. | ||||||||
(k) Represents the potential payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holding plc included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. |
TRONOX HOLDINGS PLC | |||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
(UNAUDITED) | |||||
(Millions of U.S. dollars, except share and per share data) | |||||
September 30, | December 31, | ||||
2019 | 2018 | ||||
ASSETS | |||||
Current Assets | |||||
Cash and cash equivalents | $ 305 | $ 1,034 | |||
Restricted cash | 11 | 662 | |||
Accounts receivable, net of allowance for doubtful accounts | 573 | 317 | |||
Inventories, net | 1,035 | 479 | |||
Prepaid and other assets | 125 | 50 | |||
Income taxes receivable | 3 | 2 | |||
Assets held for sale | 1 | - | |||
Total current assets | 2,053 | 2,544 | |||
Noncurrent Assets | |||||
Property, plant and equipment, net | 1,710 | 1,004 | |||
Mineral leaseholds, net | 810 | 796 | |||
Intangible assets, net | 222 | 176 | |||
Lease right of use assets, net | 101 | - | |||
Deferred tax assets | 110 | 37 | |||
Other long-term assets | 151 | 85 | |||
Total assets | $ 5,157 | $ 4,642 | |||
LIABILITIES AND EQUITY | |||||
Current Liabilities | |||||
Accounts payable | 246 | $ 133 | |||
Accrued liabilities | 283 | 140 | |||
Short-term lease liabilities | 35 | - | |||
Long-term debt due within one year | 55 | 22 | |||
Income taxes payable | 6 | 5 | |||
Liabilities held for sale | 4 | - | |||
Total current liabilities | 629 | 300 | |||
Noncurrent Liabilities | |||||
Long-term debt, net | 3,067 | 3,139 | |||
Pension and postretirement healthcare benefits | 144 | 93 | |||
Asset retirement obligations | 151 | 68 | |||
Environmental Liabilities | 62 | 1 | |||
Long-term lease liabilities | 65 | - | |||
Long-term deferred tax liabilities | 159 | 163 | |||
Other long-term liabilities | 56 | 16 | |||
Total liabilities | 4,333 | 3,780 | |||
Commitments and Contingencies | |||||
Shareholders' Equity | |||||
Tronox Holdings plc ordinary shares, par value $0.01 — 141,888,454 shares issued and outstanding at September 30, 2019 and 123,015,301 shares issued and 122,933,845 shares outstanding at December 31, 2018 | 1 | 1 | |||
Capital in excess of par value | 1,838 | 1,579 | |||
Accumulated deficit | (486) | (357) | |||
Accumulated other comprehensive loss | (686) | (540) | |||
Total Tronox Holdings plc shareholders' equity | 667 | 683 | |||
Noncontrolling interest | 157 | 179 | |||
Total equity | 824 | 862 | |||
Total liabilities and equity | $ 5,157 | $ 4,642 | |||
TRONOX HOLDINGS PLC | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(UNAUDITED) | |||
(Millions of U.S. dollars) | |||
Nine Months Ended June 30, | |||
2019 | 2018 | ||
Cash Flows from Operating Activities: | |||
Net (loss) income | $ (92) | $ 24 | |
Net income from discontinued operations, net of tax | 5 | - | |
Net (loss) income from continuing operations | $ (97) | $ 24 | |
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities, continuing operations: | |||
Depreciation, depletion and amortization | 205 | 145 | |
Deferred income taxes | (7) | (29) | |
Share-based compensation expense | 24 | 16 | |
Amortization of deferred debt issuance costs and discount on debt | 6 | 9 | |
Loss on extinguishment of debt | 2 | 30 | |
Contract loss | 19 | - | |
Impairment loss | - | 31 | |
Acquired inventory step-up recognized in earnings | 95 | - | |
Other non-cash affecting net (loss) income from continuing operations | 20 | (9) | |
Changes in assets and liabilities: | |||
Increase in accounts receivable, net | (34) | (21) | |
Decrease (increase) in inventories, net | 14 | (38) | |
Decrease (increase) in prepaid and other assets | 2 | (1) | |
Increase (decrease) in accounts payable and accrued liabilities | 6 | (11) | |
Net changes in income tax payables and receivables | (5) | 11 | |
Changes in other non-current assets and liabilities | (13) | (14) | |
Cash provided by operating activities- continuing operations | 237 | 143 | |
Cash Flows from Investing Activities: | |||
Capital expenditures | (140) | (83) | |
Cristal Acquisition | (1,675) | - | |
Proceeds from sale of Ashtabula | 708 | - | |
Insurance proceeds | 10 | - | |
Proceeds from sale of business | - | 1 | |
Loans | (25) | (39) | |
Proceeds from sale of assets | 2 | - | |
Cash used in investing activities-continuing operations | (1,120) | (121) | |
Cash Flows from Financing Activities: | |||
Repayments of long-term debt | (272) | (600) | |
Proceeds from long-term debt | 222 | 615 | |
Repurchase of common stock | (288) | - | |
Acquisition of noncontrolling interest | (148) | - | |
Call premium paid | - | (22) | |
Debt issuance costs | (4) | (10) | |
Proceeds from the exercise of options and warrants | - | 6 | |
Dividends paid | (21) | (17) | |
Restricted stock and performance-based shares settled in cash for withholding taxes | (6) | (6) | |
Cash used in financing activities-continuing operations | (517) | (34) | |
Discontinued Operations: | |||
Cash provided by operating activities | 29 | - | |
Cash used in investing activities | (1) | - | |
Net cash flows provided by discontinued operations | 28 | - | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (8) | (21) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (1,380) | (33) | |
Cash, cash equivalents and restricted cash at beginning of period | 1,696 | 1,769 | |
Cash, cash equivalents and restricted cash at end of period | $ 316 | $1,736 | |
TRONOX HOLDINGS PLC | ||||||||
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net (loss) income (U.S. GAAP) | $ (6) | $ 15 | $ (92) | $ 24 | ||||
Income from discontinued operations, net of tax (see Note 2) (U.S. GAAP) | 6 | - | 5 | - | ||||
Net (loss) income from continuing operations (U.S. GAAP) | $ (12) | $ 15 | $ (97) | $ 24 | ||||
Interest expense | 51 | 47 | 154 | 144 | ||||
Interest income | (4) | (8) | (16) | (23) | ||||
Income tax provision (benefit) | 12 | 6 | 10 | (16) | ||||
Depreciation, depletion and amortization expense | 74 | 48 | 205 | 145 | ||||
EBITDA (non-U.S. GAAP) | 121 | 108 | 256 | 274 | ||||
Inventory step-up (a) | 40 | 95 | ||||||
Impairment loss (b) | - | 6 | - | 31 | ||||
Contract Loss (c) | - | - | 19 | - | ||||
Share based compensation (d) | 9 | 7 | 24 | 16 | ||||
Transaction costs (e) | - | 12 | 29 | 59 | ||||
Restructuring (f) | 3 | - | 13 | - | ||||
Integration costs (g) | 4 | - | 8 | - | ||||
Loss on extinguishment of debt (h) | - | - | 2 | 30 | ||||
Foreign currency remeasurement (i) | (1) | (4) | (5) | (22) | ||||
Settlement gain (j) | - | (3) | - | (3) | ||||
Charge for potential capital gains tax payment to Exxaro (k) | 4 | - | 6 | - | ||||
Other items (l) | 4 | 2 | 12 | 8 | ||||
Adjusted EBITDA (non-U.S. GAAP) | $184 | $128 | $459 | $393 | ||||
(a) | Represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | |||||||
(b) | Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
(c) | Represents a pre-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our unaudited Condensed Consolidated Statements of Operations. | |||||||
(d) | Represents non-cash share-based compensation. | |||||||
(e) | Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
(f) | Represents amounts for employee-related costs. | |||||||
(g) | Represents integration costs associated with the Cristal Integration after the acquisition which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
(h) | 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due 2022. | |||||||
(i) | Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. Prior to the first quarter of 2019, realized gains and losses associated with third party receivables and liabilities had been included in Adjusted EBITDA. Commencing with 2019, we are now excluding these amounts from Adjusted EBITDA and prior period amounts have been revised for comparability purposes. The exclusion of all of the realized and unrealized gains and losses is consistent with the reporting of Adjusted EBITDA we make to our lenders. | |||||||
(j) | Represents settlement gain related to former U.S. postretirement medical plan. | |||||||
(k) | Represents the potential payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in and "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
(l) | Includes noncash pension and postretirement costs, accretion expense and other items included in "Selling general and administrative expenses", "Cost of goods sold" and "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
TRONOX HOLDINGS PLC | |||||
SEGMENT INFORMATION | |||||
REVENUE, OPERATING INCOME | |||||
AND | |||||
FREE CASH FLOW (NON-U.S. GAAP) | |||||
(UNAUDITED) | |||||
(Millions of U.S. dollars) | |||||
The following tables reconciles net sales and sales growth excluding Electrolytic: | |||||
Three Months Ended September 30, | |||||
2019 | 2018 | % variance | |||
Net sales | $ 768 | $456 | 68% | ||
Electrolytic sales | - | (10) | -100% | ||
Net sales, excluding Electrolytic sales | $ 768 | $446 | 72% | ||
The following tables reconciles Pro Forma net sales and sales growth excluding Electrolytic: | |||||
Three Months Ended September 30, | |||||
2019 | 2018 | % variance | |||
Net sales | $ 768 | $832 | -8% | ||
Electrolytic sales | - | (10) | -100% | ||
Net sales, excluding Electrolytic sales | $ 768 | $822 | -7% | ||
The following table reconciles Cash provided by operating activities, to free cash flow for the three months ended September 30, 2019: | |||||
Consolidated | |||||
Cash provided by operating activities, continuing operations | $ 237 | ||||
Capital expenditures | (140) | ||||
Free cash flow (non-U.S. GAAP) | $ 97 | ||||
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three months Ended September 30, | Nine months Ended September 30, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net sales | $ 768 | $ 832 | $ 2,315 | $ 2,611 | ||||
Cost of goods sold | 595 | 620 | 1,825 | 2,049 | ||||
Gross profit | 173 | 212 | 490 | 562 | ||||
Selling, general, and administrative expenses | 82 | 91 | 260 | 225 | ||||
Restructuring | 3 | - | - | - | ||||
Impairment loss | - | 6 | 13 | 31 | ||||
Income from operations | 88 | 115 | 217 | 306 | ||||
Interest expense | (51) | (53) | (160) | (157) | ||||
Interest income | 4 | 3 | 10 | 9 | ||||
Loss on extinguishment of debt | - | - | (2) | (30) | ||||
Other (expense) income, net | (1) | (2) | (10) | 9 | ||||
Income from continuing operations before income taxes | 40 | 63 | 55 | 137 | ||||
Income tax provision | (14) | (22) | (26) | - | ||||
Net income from continuing operations | 26 | 41 | 29 | 137 | ||||
Net income attributable to noncontrolling interest | 7 | 12 | 18 | 32 | ||||
Net income from continuing operations attributable to Tronox Holdings plc | $ 19 | $ 29 | $ 11 | $ 105 | ||||
Net income from continuing operations per share, diluted | $ 0.13 | $ 0.18 | $ 0.07 | $ 0.64 | ||||
Weighted average shares outstanding, diluted (in thousands) | 142,984 | 163,882 | 153,916 | 163,451 | ||||
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
RECONCILIATION OF PRO FORMA NET (LOSS) INCOME FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | ||||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net income from continuing operations attributable to Tronox Holdings plc (U.S. GAAP) | $ 19 | $ 29 | $ 11 | $ 105 | ||||
Inventory step-up | $ - | $ - | $ - | $ 88 | ||||
Impairment loss | - | 6 | - | 31 | ||||
Restructuring | 3 | - | 13 | - | ||||
Integration costs | 4 | 8 | ||||||
Tax valuation allowance reversal | - | - | - | (48) | ||||
Loss on extinguishment of debt | - | - | 2 | 30 | ||||
Share-based compensation modification | - | - | - | (6) | ||||
Settlement gain | - | (3) | - | (3) | ||||
Charge for potential capital gains tax payment to Exxaro | 4 | - | 6 | - | ||||
Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) (1) | $ 30 | $ 32 | $ 40 | $ 197 | ||||
Diluted net income per share from continuing operations (U.S. GAAP) | $ 0.13 | $ 0.18 | $ 0.07 | $ 0.64 | ||||
Inventory step-up, per share | - | - | - | 0.54 | ||||
Impairment loss, per share | - | 0.04 | - | 0.20 | ||||
Restructuring, per share | 0.02 | - | 0.08 | - | ||||
Integration costs, per share | 0.03 | - | 0.05 | - | ||||
Tax valuation allowance reversal, per share | - | - | - | (0.29) | ||||
Loss on extinguishment of debt, per share | - | - | 0.01 | 0.18 | ||||
Share-based compensation modification, per share | - | - | - | (0.04) | ||||
Settlement gain | - | (0.02) | - | (0.02) | ||||
Charge for potential capital gains tax payment to Exxaro, per share | 0.03 | - | 0.04 | - | ||||
Diluted adjusted net income per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.21 | $ 0.20 | $ 0.25 | $ 1.21 | ||||
Weighted average shares outstanding, diluted (in thousands) | 142,984 | 163,882 | 153,916 | 163,451 | ||||
(1) Only the inventory step-up for the nine months of 2018 has been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisictions with full valuation allowances. |
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net income from continuing operations (U.S. GAAP) | $ 26 | $ 41 | $ 29 | $137 | ||||
Interest expense | 51 | 53 | 160 | 157 | ||||
Interest income | (4) | (3) | (10) | (9) | ||||
Income tax provision | 14 | 22 | 26 | - | ||||
Depreciation, depletion and amortization expense | 74 | 92 | 249 | 262 | ||||
EBITDA (non-U.S. GAAP) | 161 | 205 | 454 | 547 | ||||
Inventory step-up | - | - | - | 95 | ||||
Impairment loss | - | 6 | - | 31 | ||||
Share based compensation | 9 | 7 | 24 | 16 | ||||
Restructuring | 3 | - | 13 | - | ||||
Integration costs | 4 | - | 8 | - | ||||
Loss on extinguishment of debt | - | - | 2 | 30 | ||||
Foreign currency remeasurement | (1) | (2) | (5) | (18) | ||||
Settlement gain | - | (3) | - | (3) | ||||
Charge for potential capital gains tax payment to Exxaro | 4 | - | 6 | - | ||||
Other items | 4 | 2 | 23 | 8 | ||||
Adjusted EBITDA (non-U.S. GAAP) | $184 | $215 | $525 | $706 | ||||
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-reports-third-quarter-2019-financial-results-300954452.html
SOURCE Tronox Holdings plc
Article Date
11/7/201910/15/2019 - Tronox Announces Dates For Third Quarter 2019 Earnings Release & Webcast Conference Call
Tronox Announces Dates For Third Quarter 2019 Earnings Release & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., Oct. 15, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) announced today the following schedule for its third quarter 2019 earnings release and webcast conference call:
Earnings Release: Thursday, November 7, 2019, after the market close via PR Newswire and the Tronox Holdings plc website: tronox.com
Webcast Conference Call: Friday, November 8, 2019, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 4496552
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on November 8, 2019, 11:30 a.m. ET (New York), until November 15, 2019, 11:30 a.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 4496552
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-third-quarter-2019-earnings-release--webcast-conference-call-300938964.html
SOURCE Tronox Holdings plc
Article Date
10/15/20198/19/2019 - Tronox Declares Quarterly Dividend
Tronox Declares Quarterly Dividend
Source: PR Newswire
STAMFORD, Conn., Aug. 19, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX), the world's leading integrated manufacturer of titanium dioxide pigment, announced today that its Board of Directors declared a regular quarterly cash dividend of $0.045 per ordinary share. The dividend is payable on September 13, 2019 to shareholders of record at the close of business on September 3, 2019.
About Tronox
Tronox Holdings plc (NYSE:TROX) is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.646.960.6598
View original content:http://www.prnewswire.com/news-releases/tronox-declares-quarterly-dividend-300903440.html
SOURCE Tronox Holdings plc
Article Date
8/19/2019Tronox Reports Second Quarter 2019 Financial Results
Source: PR Newswire
STAMFORD, Conn., Aug. 6, 2019 /PRNewswire/ --
Second Quarter 2019 Highlights
Reported Basis:
Pro Forma Basis versus First Quarter 2019
Other Highlights:
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, today reported its financial results for the quarter ending June 30, 2019, as follows:
Summary of Financial Results for the Quarter Ending June 30, 2019 | |||||
Reported Basis | |||||
(Millions of dollars) | Q2 2019 | Q2 2018 | Y-o-Y % ∆ | Q1 2019 | Q-o-Q % ∆ |
Revenue | $ 791 | $ 492 | 61% | $ 390 | 103% |
TiO2 | 625 | 346 | 81% | 277 | 126% |
Zircon | 88 | 78 | 13% | 64 | 38% |
Feedstock and other products | 78 | 53 | 47% | 49 | 59% |
Electrolytic | 0 | 15 | (100%) | 0 | NM |
Net (Loss) Income from Continuing Ops | $ (55) | $ 50 | NM | $ (30) | NM |
Adjusted EBITDA | $ 195 | $ 148 | 32% | $ 80 | 144% |
Adjusted EBITDA Margin % | 25% | 30% | 21% | ||
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | 90% | (5%) | 126% | (1%) | |
Local Currency Basis | - | (4%) | - | (1%) | |
Zircon | (2%) | 15% | 39% | (1%) | |
Pro Forma Basis | |||||
(Millions of dollars) | Q2 2019 | Q2 2018 | Y-o-Y % ∆ | Q1 2019 | Q-o-Q % ∆ |
Revenue | $ 827 | $ 903 | (8%) | $ 720 | 15% |
TiO2 | 657 | 703 | (7%) | 570 | 15% |
Zircon | 89 | 108 | (18%) | 83 | 7% |
Feedstock and other products | 81 | 77 | 5% | 68 | 19% |
Electrolytic | 0 | 15 | (100%) | 0 | NM |
Net (Loss) Income from Continuing Ops | $ 42 | $ 120 | 65% | $ 37 | NM |
Adjusted EBITDA | $ 200 | $ 257 | (22%) | $ 141 | 42% |
Adjusted EBITDA Margin % | 24% | 28% | 20% | ||
Y-o-Y % ∆ | Q-o-Q % ∆ | ||||
Volume | Price | Volume | Price | ||
TiO2 | 3% | (8%) | 17% | (1%) | |
Local Currency Basis | - | (6%) | - | 0% | |
Zircon | (27%) | 12% | 8% | (1%) | |
CEO Commentary
Commenting on the second quarter results, Jeffry Quinn, chairman and chief executive officer of Tronox said, "We delivered strong performance in our initial quarter following the closing of the game-changing Cristal TiO2 acquisition on April 10, 2019. On a pro forma basis, second quarter revenue of $827 million increased 15 percent from the first quarter 2019 on higher sales volumes for TiO2 and zircon, up 17 percent and 8 percent, respectively, while selling prices for TiO2 were level on a local currency basis and zircon selling prices were 1 percent lower due to customer and product mix. Adjusted EBITDA of $200 million increased 42 percent from the first quarter 2019 reflecting the sales volume growth, the early capture of synergies and the margin benefits from our shift to fully integrated operations. We are off to a good start to delivering our targeted synergies, with $12 million realized in the second quarter."
Commentary on Full Year 2019 Outlook
Regarding the company's outlook for the second half 2019, Quinn commented, "As we anticipated, TiO2 pigment markets in Europe and Asia have stabilized as inventory destocking has run its course and North American market conditions remain resilient. We continue to successfully work with our pigment customers on our bespoke win-win margin stability initiative and now serve a customer base that has more than doubled in size with the ability to offer the broadest, category leading product portfolio in the industry. Though global macro-economic conditions remain uncertain and we have recently seen some softness in the zircon market, we are maintaining our outlook for the full year 2019 within the previously provided ranges and narrowing our guidance on a reported basis to:
_________________________________________
Note: for the company's guidance with respect to the full-year 2019 Adjusted EBITDA, Adjusted diluted EPS and Free Cash Flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain, out of our control or cannot be reasonable predicted.
Financial Summary for the Quarter Ending June 30, 2019
Tronox reported revenue of $791 million for the second quarter 2019, an increase of 61 percent from $492 million in the second quarter 2018. Excluding revenue of $15 million in the year-ago quarter from the Electrolytic business sold in September 2018, revenue increased 66 percent versus the prior-year quarter. Loss from operations of ($13) million compared to income from operations of $65 million in the year-ago quarter. Net loss from continuing operations attributable to Tronox of $61 million, or ($0.41) per diluted share, compared to net income from continuing operations attributable to Tronox of $36 million, or $0.29 per diluted share, in the year-ago quarter. Net loss from continuing operations attributable to Tronox in the second quarter 2019 included transaction costs primarily related to the Cristal acquisition, restructuring and integration costs, amortization of inventory step-up, and a loss on a contract that, combined, totaled $100 million or $0.67 per diluted share. Excluding these items, adjusted net income attributable to Tronox (Non-GAAP) was $39 million, or $0.26 per diluted share. Adjusted EBITDA of $195 million increased 32 percent compared to $148 million in the prior-year quarter.
_________________________________________
Note: Since Tronox and Cristal combined their respective businesses on April 10, 2019 and to assist in the following discussion of second quarter 2019 performance compared to the second quarter 2018 and the first quarter 2019, we have provided the results on both a reported basis and a pro forma basis.
Second Quarter 2019 vs. Second Quarter 2018
Reported Basis
Pro Forma Basis
Second Quarter 2019 vs. First Quarter 2019
Reported Basis
Pro Forma Basis
Other Financial Information
Share Repurchase
Webcast Conference Call
Tronox will conduct a webcast conference call on Wednesday, August 7, 2019, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 7473939
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on August 7, 2019, 11:30 a.m. ET (New York), until August 14, 2019, 11:30 a.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 7473939
Upcoming Conferences and Investor Meetings
During the third quarter 2019, a member of management is scheduled to present at the following conferences:
Accompanying conference and meeting materials will be available at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K/A for the year ended December 31, 2018.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox, including its presentation on a per share basis, and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. Beginning with the reporting of our first quarter of 2019 results, we modified our definition of the Adjusted EBITDA metric to exclude all realized and unrealized gains and losses caused by foreign currency re-measurement to be more consistent with how we report this metric to our lenders. We have revised the comparable periods for consistency. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
For the company's guidance with respect to full year 2019 Adjusted EBITDA, Adjusted diluted earnings per share and Free Cash Flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted.
Unaudited Pro Forma Financial Information
On April 10, 2019, we announced the completion of the acquisition of the TiO2 business of Cristal which impacts the comparability of the reported results for 2019 compared to 2018 and the second quarter of 2019 compared to the first quarter of 2019. Since Tronox and Cristal have combined their respective businesses effective with the merger date of April 10, 2019, the three months ended June 30, 2019 reflect the results of the combined business from April 10, 2019, while the three months ended June 30, 2018 include only the results of the legacy Tronox business. To assist with a discussion of the 2019 and 2018 results on a comparable basis, certain supplemental unaudited pro forma income statement and adjusted EBITDA information is provided on a consolidated basis and is referred to as "pro forma information." The pro forma information has been prepared on a basis consistent with Article 11 of Regulation S-X, assuming the merger and merger-related divestitures of Cristal's North American TiO2 business and the 8120 paper laminate grade had been consummated on January 1, 2018. In preparing this pro forma information, the historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the business combination and other transactions presented herein, such as the merger-related divestitures, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined entity's consolidated results. The pro forma information is based on management's assumptions and is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination and merger-related divestitures had occurred as of the dates indicated or what the results would be for any future periods. Also, the pro forma information does not include the impact of any revenue, cost or other operating synergies in the periods prior to the acquisition that may result from the business combination or any related restructuring costs.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.646.960.6598
TRONOX HOLDINGS PLC | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | |||||||||
(UNAUDITED) | |||||||||
(Millions of U.S. dollars, except share and per share data) | |||||||||
Three Months Ended | Six Months Ended | ||||||||
2019 | 2018 | 2019 | 2018 | ||||||
Net sales | $ 791 | $ 492 | $ 1,181 | $ 934 | |||||
Cost of goods sold | 672 | 348 | 979 | 675 | |||||
Contract loss | 19 | - | 19 | - | |||||
Gross profit | 100 | 144 | 183 | 259 | |||||
Selling, general, and administrative expenses | 103 | 79 | 170 | 155 | |||||
Restructuring | 10 | - | 10 | - | |||||
Impairment loss | - | - | - | 25 | |||||
Income from operations | (13) | 65 | 3 | 79 | |||||
Interest expense | (54) | (48) | (103) | (97) | |||||
Interest income | 3 | 7 | 12 | 15 | |||||
Loss on extinguishment of debt | - | (30) | (2) | (30) | |||||
Other income (expense), net | 5 | 29 | 3 | 20 | |||||
(Loss) income from continuing operations before income taxes | (59) | 23 | (87) | (13) | |||||
Income tax benefit | 4 | 27 | 2 | 22 | |||||
Net (loss) income from continuing operations | (55) | 50 | (85) | 9 | |||||
Net loss from discontinued operations, net of tax | (1) | - | (1) | - | |||||
Net (loss) income | (56) | 50 | (86) | 9 | |||||
Net income attributable to noncontrolling interest | 6 | 14 | 10 | 17 | |||||
Net (loss) income attributable to Tronox Holdings plc | $ (62) | $ 36 | $ (96) | $ (8) | |||||
Net (loss) income per share, basic: | |||||||||
Continuing operations | $ (0.41) | $ 0.30 | $ (0.69) | $ (0.07) | |||||
Discontinued operations | $ - | $ - | $ - | $ - | |||||
Net (loss) income per share, basic | $ (0.41) | $ 0.30 | $ (0.69) | $ (0.07) | |||||
Net (loss) income per share, diluted: | |||||||||
Continuing operations | $ (0.41) | $ 0.29 | $ (0.69) | $ (0.07) | |||||
Discontinued operations | $ - | $ - | $ - | $ - | |||||
Net (loss) income per share, diluted: | $ (0.41) | $ 0.29 | $ (0.69) | $ (0.07) | |||||
Weighted average shares outstanding, basic (in thousands) | 150,686 | 123,063 | 137,569 | 122,699 | |||||
Weighted average shares outstanding, diluted (in thousands) | 150,686 | 126,716 | 137,569 | 122,699 | |||||
Other Operating Data: | |||||||||
Capital expenditures | $ 56 | $ 27 | $ 81 | $ 55 | |||||
Depreciation, depletion and amortization expense | $ 84 | $ 49 | $ 131 | $ 97 | |||||
TRONOX HOLDINGS PLC | ||||||||
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
RECONCILIATION OF NET (LOSS) INCOME FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | ||||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | ||||||||
Three Months Ended | Six Months Ended | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP) | $ (62) | $ 36 | $ (96) | $ (8) | ||||
Net loss from discontinued operations, net of tax (U.S. GAAP) | (1) | - | (1) | - | ||||
Net (loss) income from continuing operations attributable to Tronox Limited (U.S. GAAP) | $ (61) | $ 36 | $ (95) | $ (8) | ||||
Inventory step-up (a) | $ 50 | $ - | $ 50 | $ - | ||||
Impairment loss (b) | - | - | - | 25 | ||||
Contract loss (c) | 14 | 14 | ||||||
Transaction costs (d) | 21 | 27 | 29 | 47 | ||||
Restructuring (e) | 10 | - | 10 | - | ||||
Integration costs (f) | 4 | 4 | ||||||
Tax valuation allowance reversal (g) | - | (48) | - | (48) | ||||
Loss on extinguishment of debt (h) | - | 30 | 2 | 30 | ||||
Share-based compensation modification (i) | - | (6) | - | (6) | ||||
Charge for potential capital gains tax payment to Exxaro (j) | 1 | - | 2 | - | ||||
Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP) (1) | $ 39 | $ 39 | $ 16 | $ 40 | ||||
Diluted net income (loss) per share from continuing operations (U.S. GAAP) | $ (0.41) | $ 0.29 | $ (0.69) | $ (0.07) | ||||
Inventory step-up, per share | 0.33 | - | 0.36 | - | ||||
Impairment loss, per share | - | - | - | 0.20 | ||||
Contract loss, per share | 0.09 | - | 0.10 | - | ||||
Transaction costs, per share | 0.14 | 0.21 | 0.21 | 0.38 | ||||
Restructuring, per share | 0.07 | - | 0.07 | - | ||||
Integration costs, per share | 0.03 | - | 0.03 | - | ||||
Tax valuation allowance reversal, per share | - | (0.38) | - | (0.38) | ||||
Loss on extinguishment of debt, per share | - | 0.24 | 0.02 | 0.24 | ||||
Share-based compensation modification, per share | - | (0.05) | - | (0.05) | ||||
Charge for potential capital gains tax payment to Exxaro, per share | 0.01 | - | 0.02 | - | ||||
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.26 | $ 0.31 | $ 0.12 | $ 0.32 | ||||
Weighted average shares outstanding, diluted (in thousands) | 151,538 | 126,716 | 138,915 | 126,583 | ||||
(1) | Only the inventory step-up and contract loss amounts for both the three and six months of 2019 have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full valuation allowances. | ||||||||
(a) | Represents a net-of-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | ||||||||
(b) | Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
(c) | Represents a net-of-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our unaudited Condensed Consolidated Statements of Operations. | ||||||||
(d) | Represents transaction costs primarily associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
(e) | Represents amounts for employee-related costs, including severance. | ||||||||
(f) | Represents Integration costs associated with the Cristal acquisition after the acquisition which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
(g) | Represents the reversal of the tax valuation allowance attributable to our operating subsidiary in the Netherlands. | ||||||||
(h) | 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due 2022. | ||||||||
(i) | Represents the reversal of previously recorded expense due to a modification to the Integration Incentive Award. | ||||||||
(j) | Represents the potential payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holding plc included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
TRONOX HOLDINGS PLC | ||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
(UNAUDITED) | ||||||
(Millions of U.S. dollars, except share and per share data) | ||||||
June 30, | December 31, | |||||
2019 | 2018 | |||||
ASSETS | ||||||
Current Assets | ||||||
Cash and cash equivalents | $ 397 | $ 1,034 | ||||
Restricted cash | 9 | 662 | ||||
Accounts receivable, net of allowance for doubtful accounts | 599 | 317 | ||||
Inventories, net | 1,097 | 479 | ||||
Prepaid and other assets | 156 | 50 | ||||
Income taxes receivable | 4 | 2 | ||||
Total current assets | 2,262 | 2,544 | ||||
Noncurrent Assets | ||||||
Property, plant and equipment, net | 1,635 | 1,004 | ||||
Mineral leaseholds, net | 834 | 796 | ||||
Intangible assets, net | 231 | 176 | ||||
Goodwill | 68 | - | ||||
Lease right of use assets, net | 93 | - | ||||
Deferred tax assets | 123 | 37 | ||||
Other long-term assets | 170 | 85 | ||||
Total assets | $ 5,416 | $ 4,642 | ||||
LIABILITIES AND EQUITY | ||||||
Current Liabilities | ||||||
Accounts payable | $ 297 | $ 133 | ||||
Accrued liabilities | 330 | 140 | ||||
Short-term lease liabilities | 30 | - | ||||
Long-term debt due within one year | 58 | 22 | ||||
Income taxes payable | 3 | 5 | ||||
Total current liabilities | 718 | 300 | ||||
Noncurrent Liabilities | ||||||
Long-term debt, net | 3,136 | 3,139 | ||||
Pension and postretirement healthcare benefits | 146 | 93 | ||||
Asset retirement obligations | 163 | 68 | ||||
Environmental Liabilities | 36 | 1 | ||||
Long-term lease liabilities | 59 | - | ||||
Long-term deferred tax liabilities | 175 | 163 | ||||
Other long-term liabilities | 54 | 16 | ||||
Total liabilities | 4,487 | 3,780 | ||||
Commitments and Contingencies | ||||||
Shareholders' Equity | ||||||
Tronox Holdings plc ordinary shares, par value $0.01 — 144,377,289 shares issued and outstanding at June 30, 2019 and 123,015,301 shares issued and 122,933,845 shares outstanding at December 31, 2018 | 1 | 1 | ||||
Capital in excess of par value | 1,860 | 1,579 | ||||
Accumulated deficit | (466) | (357) | ||||
Accumulated other comprehensive loss | (616) | (540) | ||||
Total Tronox Holdings plc shareholders' equity | 779 | 683 | ||||
Noncontrolling interest | 150 | 179 | ||||
Total equity | 929 | 862 | ||||
Total liabilities and equity | $ 5,416 | $ 4,642 | ||||
TRONOX HOLDINGS PLC | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(UNAUDITED) | |||
(Millions of U.S. dollars) | |||
Six Months Ended June 30, | |||
2019 | 2018 | ||
Cash Flows from Operating Activities: | |||
Net (loss) income | $ (86) | $ 9 | |
Net loss from discontinued operations, net of tax | (1) | - | |
Net (loss) income from continuing operations | $ (85) | $ 9 | |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities, continuing operations: | |||
Depreciation, depletion and amortization | 131 | 97 | |
Deferred income taxes | (13) | (30) | |
Share-based compensation expense | 15 | 9 | |
Amortization of deferred debt issuance costs and discount on debt | 4 | 7 | |
Contract loss | 19 | - | |
Impairment loss | - | 25 | |
Acquired inventory step up recognized in earnings | 55 | - | |
Loss on extinguishment of debt | 2 | 30 | |
Other non-cash affecting net loss | 17 | (3) | |
Changes in assets and liabilities: | |||
Increase in accounts receivable, net | (43) | (33) | |
Decrease (increase) in inventories, net | 31 | (14) | |
Increase in prepaid and other assets | (8) | (27) | |
Increase (decrease) in accounts payable and accrued liabilities | 32 | (36) | |
Net changes in income tax payables and receivables | (8) | 6 | |
Changes in other non-current assets and liabilities | (16) | (9) | |
Cash provided by operating activities- continuing operations | 133 | 31 | |
Cash Flows from Investing Activities: | |||
Capital expenditures | (81) | (55) | |
Cristal Acquisition | (1,603) | - | |
Proceeds from sale of Ashtabula | 707 | - | |
Insurance proceeds | 10 | - | |
Loans | (25) | (14) | |
Proceeds from sale of assets | 1 | - | |
Cash used in investing activities-continuing operations | (991) | (69) | |
Cash Flows from Financing Activities: | |||
Repayments of long-term debt | (215) | (595) | |
Proceeds from short-term debt | - | - | |
Proceeds from long-term debt | 222 | 615 | |
Repurchase of common stock | (252) | - | |
Acquisition of noncontrolling interest | (148) | - | |
Call premium paid | - | (22) | |
Debt issuance costs | (4) | (10) | |
Proceeds from the exercise of options and warrants | - | 6 | |
Dividends paid | (14) | (12) | |
Restricted stock and performance-based shares settled in cash for withholding taxes | (6) | (6) | |
Cash used in financing activities-continuing operations | (417) | (24) | |
Discontinued Operations: | |||
Cash used in operating activities | (15) | - | |
Cash used in investing activities | (1) | - | |
Net cash flows used by discontinued operations | (16) | - | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 1 | (15) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (1,290) | (77) | |
Cash, cash equivalents and restricted cash at beginning of period | 1,696 | 1,769 | |
Cash, cash equivalents and restricted cash at end of period | $ 406 | $1,692 | |
TRONOX HOLDINGS PLC | ||||||||
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
Three Months Ended | Six Months Ended | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net income (loss) (U.S. GAAP) | $ (56) | $ 50 | $ (86) | $ 9 | ||||
Income from discontinued operations, net of tax (see Note 2) (U.S. GAAP) | (1) | - | (1) | - | ||||
Net income (loss) from continuing operations (U.S. GAAP) | $ (55) | $ 50 | $ (85) | $ 9 | ||||
Interest expense | 54 | 48 | 103 | 97 | ||||
Interest income | (3) | (7) | (12) | (15) | ||||
Income tax benefit | (4) | (27) | (2) | (22) | ||||
Depreciation, depletion and amortization expense | 84 | 49 | 131 | 97 | ||||
EBITDA (non-U.S. GAAP) | 76 | 113 | 135 | 166 | ||||
Inventory step-up (a) | 55 | 55 | ||||||
Impairment loss (b) | - | - | - | 25 | ||||
Contract Loss (c) | 19 | - | 19 | - | ||||
Share based compensation (d) | 7 | 2 | 15 | 9 | ||||
Transaction costs (e) | 21 | 27 | 29 | 47 | ||||
Restructuring (f) | 10 | - | 10 | - | ||||
Integration costs (g) | 4 | - | 4 | - | ||||
Loss on extinguishment of debt (h) | - | 30 | 2 | 30 | ||||
Foreign currency remeasurement (i) | (3) | (28) | (4) | (18) | ||||
Other items (j) | 6 | 4 | 10 | 6 | ||||
Adjusted EBITDA (non-U.S. GAAP) | $195 | $148 | $275 | $265 | ||||
(a) | Represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting. | |||||||
(b) | Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
(c) | Represents a pre-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our unaudited Condensed Consolidated Statements of Operations. | |||||||
(d) | Represents non-cash share-based compensation. | |||||||
(e) | Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
(f) | Represents amounts for employee-related costs. | |||||||
(g) | Represents integration costs associated with the Cristal Integration after the acquisition which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
(h) | 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due 2022. | |||||||
(i) | Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. Prior to the first quarter of 2019, realized gains and losses associated with third party receivables and liabilities had been included in Adjusted EBITDA. Commencing with 2019, we are now excluding these amounts from Adjusted EBITDA and prior period amounts have been revised for comparability purposes. The exclusion of all of the realized and unrealized gains and losses is consistent with the reporting of Adjusted EBITDA we make to our lenders. | |||||||
(j) | Includes noncash pension and postretirement costs, accretion expense and other items included in "Selling general and administrative expenses", "Cost of goods sold" and "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. Amounts for 2019 also include the potential payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holding plc included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
TRONOX HOLDINGS PLC | |||||||
SEGMENT INFORMATION | |||||||
REVENUE, OPERATING INCOME | |||||||
AND | |||||||
FREE CASH FLOW (NON-U.S. GAAP) | |||||||
(UNAUDITED) | |||||||
(Millions of U.S. dollars) | |||||||
The following table reconciles net sales and sales growth excluding Electrolytic: | |||||||
Three Months Ended | |||||||
2019 | 2018 | % variance | |||||
Net sales | $ 791 | $492 | 61 | % | |||
Electrolytic sales | - | (15) | -100 | % | |||
Net sales, excluding Electrolytic sales | $ 791 | $477 | 66 | % | |||
The following table reconciles Pro Forma net sales and sales growth excluding Electrolytic: | |||||||
Three Months Ended | |||||||
2019 | 2018 | % variance | |||||
Net sales | $ 827 | $903 | -8 | % | |||
Electrolytic sales | - | (15) | -100 | % | |||
Net sales, excluding Electrolytic sales | $ 827 | $888 | -7 | % | |||
The following table reconciles Cash provided by operating activities, to free cash flow for the three months ended June 30, 2019: | |||||||
Consolidated | |||||||
Cash provided by operating activities, continuing operations | $ 133 | ||||||
Capital expenditures | (81) | ||||||
Free cash flow (non-U.S. GAAP) | $ 52 | ||||||
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three Months Ended | Six Months Ended | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net sales | $ 827 | $ 903 | $ 1,547 | $ 1,779 | ||||
Cost of goods sold | 648 | 685 | 1,238 | 1,409 | ||||
Contract loss | - | - | - | - | ||||
Gross profit | 179 | 218 | 309 | 370 | ||||
Selling, general, and administrative expenses | 85 | 60 | 178 | 134 | ||||
Restructuring | 10 | - | 10 | - | ||||
Impairment loss | - | - | - | 25 | ||||
Income from operations | 84 | 158 | 121 | 211 | ||||
Interest expense | (54) | (53) | (109) | (104) | ||||
Interest income | 3 | 2 | 6 | 6 | ||||
Loss on extinguishment of debt | - | (30) | (2) | (30) | ||||
Other income (expense), net | 5 | 19 | (9) | 11 | ||||
Income from continuing operations before income taxes | 38 | 96 | 7 | 94 | ||||
Income tax benefit (provision) | 4 | 24 | (2) | 15 | ||||
Net income from continuing operations | 42 | 120 | 5 | 109 | ||||
Net income attributable to noncontrolling interest | 6 | 15 | 11 | 20 | ||||
Net income (loss) from continuing operations attributable to Tronox Holdings plc | $ 36 | $ 105 | $ (6) | $ 89 | ||||
Net (loss) income from continuing operations per share, diluted | $ 0.23 | $ 0.64 | $ (0.04) | $ 0.54 | ||||
Weighted average shares outstanding, diluted (in thousands) | 155,254 | 164,296 | 158,124 | 164,163 | ||||
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
RECONCILIATION OF PRO FORMA NET (LOSS) INCOME FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | ||||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three Months Ended | Six Months Ended | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net income (loss) from continuing operations attributable to Tronox Limited (U.S. GAAP) | $ 36 | $ 105 | $ (6) | $ 89 | ||||
Inventory step-up | $ - | $ 5 | $ - | $ 50 | ||||
Impairment loss | - | - | - | 25 | ||||
Restructuring | 10 | - | 10 | - | ||||
Integration costs | 4 | 4 | ||||||
Tax valuation allowance reversal | - | (48) | - | (48) | ||||
Loss on extinguishment of debt | - | 30 | 2 | 30 | ||||
Share-based compensation modification | - | (6) | - | (6) | ||||
Charge for potential capital gains tax payment to Exxaro | 1 | - | 2 | - | ||||
Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) (1) | $ 51 | $ 86 | $ 12 | $ 140 | ||||
Diluted net income (loss) per share from continuing operations (U.S. GAAP) | $ 0.23 | $ 0.64 | $ (0.04) | $ 0.54 | ||||
Inventory step-up, per share | - | 0.03 | - | 0.30 | ||||
Impairment loss, per share | - | - | - | 0.16 | ||||
Restructuring, per share | 0.06 | - | 0.06 | - | ||||
Integration costs, per share | 0.03 | - | 0.03 | - | ||||
Tax valuation allowance reversal, per share | - | (0.29) | - | (0.29) | ||||
Loss on extinguishment of debt, per share | - | 0.18 | 0.01 | 0.18 | ||||
Share-based compensation modification, per share | - | (0.04) | - | (0.04) | ||||
Charge for potential capital gains tax payment to Exxaro, per share | 0.01 | - | 0.01 | - | ||||
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ 0.33 | $ 0.52 | $ 0.07 | $ 0.85 | ||||
Weighted average shares outstanding, diluted (in thousands) | 155,254 | 164,296 | 159,470 | 164,163 | ||||
(1) | Only the inventory step-up for both the three and six months of 2018 have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisictions with full valuation allowances. | ||||||||
TRONOX HOLDINGS PLC | ||||||||
PRO FORMA RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
Pro forma amounts | Pro forma amounts | |||||||
Three Months Ended | Six Months Ended | |||||||
2019 | 2018 | 2019 | 2018 | |||||
Net income from continuing operations (U.S. GAAP) | $ 42 | $120 | $ 5 | $109 | ||||
Interest expense | 54 | 53 | 109 | 104 | ||||
Interest income | (3) | (2) | (6) | (6) | ||||
Income tax benefit | (4) | (24) | 2 | (15) | ||||
Depreciation, depletion and amortization expense | 87 | 93 | 183 | 184 | ||||
EBITDA (non-U.S. GAAP) | 176 | 240 | 293 | 376 | ||||
Inventory step-up | - | 6 | - | 61 | ||||
Impairment loss | - | - | - | 25 | ||||
Share based compensation | 7 | 2 | 15 | 9 | ||||
Restructuring | 10 | - | 10 | - | ||||
Integration costs | 4 | - | 4 | - | ||||
Loss on extinguishment of debt | - | 30 | 2 | 30 | ||||
Foreign currency remeasurement | (3) | (26) | (4) | (16) | ||||
Other items | 6 | 5 | 21 | 6 | ||||
Adjusted EBITDA (non-U.S. GAAP) | $200 | $257 | $341 | $491 | ||||
TRONOX HOLDINGS PLC | ||
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||
(UNAUDITED) | ||
(Millions of U.S. dollars, except share and per share data) | ||
Pro forma amounts | ||
Three Months Ended | ||
2019 | ||
Net sales | $ 720 | |
Cost of goods sold | 590 | |
Gross profit | 130 | |
Selling, general, and administrative expenses | 93 | |
Income from operations | 37 | |
Interest expense | (55) | |
Interest income | 3 | |
Loss on extinguishment of debt | (2) | |
Other income (expense), net | (14) | |
Loss from continuing operations before income taxes | (31) | |
Income tax provision | (6) | |
Net loss from continuing operations | (37) | |
Net loss attributable to noncontrolling interest | 5 | |
Net loss from continuing operations attributable to Tronox Holdings plc | $ (42) | |
Net loss from continuing operations per share, diluted | $ (0.26) | |
Weighted average shares outstanding, diluted (in thousands) | 161,876 | |
TRONOX HOLDINGS PLC | ||
PRO FORMA RECONCILIATION OF NET LOSS FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||
(UNAUDITED) | ||
(Millions of U.S. dollars) | ||
Pro forma amounts | ||
Three Months Ended | ||
2019 | ||
Net loss from continuing operations (U.S. GAAP) | $ (37) | |
Interest expense | 55 | |
Interest income | (3) | |
Income tax benefit | 6 | |
Depreciation, depletion and amortization expense | 96 | |
EBITDA (non-U.S. GAAP) | 117 | |
Inventory step-up | - | |
Impairment loss | - | |
Share based compensation | 8 | |
Loss on extinguishment of debt | 2 | |
Foreign currency remeasurement | (1) | |
Other items | 15 | |
Adjusted EBITDA (non-U.S. GAAP) | $141 | |
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SOURCE Tronox Holdings plc
Article Date
8/6/2019Tronox to Hold Investor Call to Discuss Legacy Cristal Business Performance and Reiterate Outlook for 2019 and 2020
Source: PR Newswire
STAMFORD, Conn., June 3, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX), a global mining and inorganic chemicals company, will conduct a webcast conference call on Thursday, June 6, 2019, at 7:30 a.m. ET (New York) to discuss and provide additional information regarding legacy Cristal's historical business performance and its expected contribution to Tronox's business performance through 2020. The call was rescheduled at the request of multiple investors and analysts with conflicting industry commitments during the week.
Webcast Conference Call
Tronox will conduct the webcast conference call on Thursday, June 6, 2019, at 7:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 8757827
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on June 6, 2019, 10:30 a.m. ET (New York), until June 13, 2019, 10:30 a.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 8757827
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K/A for the year ended December 31, 2018.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-to-hold-investor-call-to-discuss-legacy-cristal-business-performance-and-reiterate-outlook-for-2019-and-2020-300860999.html
SOURCE Tronox Holdings plc
Article Date
6/3/2019Tronox Announces $100 Million Share Repurchase Program
Source: PR Newswire
Company to hold investor call to further discuss legacy Cristal business performance
STAMFORD, Conn., June 3, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's largest vertically integrated producer of titanium dioxide pigment, today announced its Board of Directors has authorized the repurchase of up to $100 million of the company's stock.
"This authorization to repurchase shares is consistent with our long-term capital allocation priorities of deleveraging, investing in high-return organic projects to lower our costs and opportunistically returning capital to shareholders," said Jeffry N. Quinn, chairman and chief executive officer of Tronox. "We believe our shares are drastically undervalued and repurchasing shares at the current price is a high-return use of a portion of our discretionary capital that will not impact our ability to achieve our deleveraging commitments or our timeline to deliver the substantial synergies resulting from the Cristal acquisition."
Webcast Conference Call to Discuss Legacy Cristal Business Performance
Tronox will conduct a webcast conference call on Tuesday, June 4, 2019, at 8:30 a.m. ET (New York) to discuss and provide additional information regarding legacy Cristal's historical business performance and its expected future contribution to Tronox's business performance through 2020.
The live call will be open to the public via internet broadcast and telephone. Webcast details will be shared post-market close on June 3, 2019.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 646.960.6598
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K/A for the year ended December 31, 2018.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-100-million-share-repurchase-program-300860513.html
SOURCE Tronox Holdings plc
Article Date
6/3/2019Tronox Announces Webcast Details for Investor Day Event
Source: PR Newswire
STAMFORD, Conn., May 30, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX), a global mining and inorganic chemicals company, will conduct its first Investor Day event today. The onsite event is at capacity and only pre-registered attendees will be allowed entry. A live webcast is available to the public at http://investor.tronox.com/events-and-presentations, commencing at 1:00 p.m. ET (speakers will begin at approximately 1:10 p.m.). As part of the event, the company will provide an update with respect to certain financial information, including its 2019 and 2020 financial outlook, as well as expected synergies arising from the Cristal acquisition.
Presentations used during the event will be made available at www.tronoxinvestorday2019.com and via the Tronox website at the beginning of the webcast.
Internet Replay: available for 90 days following the live event, via http://investor.tronox.com/events-and-presentations.
About Tronox
Tronox Holdings plc is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 646.960.6598
View original content:http://www.prnewswire.com/news-releases/tronox-announces-webcast-details-for-investor-day-event-300859158.html
SOURCE Tronox Holdings plc
Article Date
5/30/2019Tronox Reports First Quarter 2019 Financial Results
Source: PR Newswire
STAMFORD, Conn., May 9, 2019 /PRNewswire/ --
First Quarter 2019 Highlights:
Strategic Developments:
1) | For the Company's guidance with respect to second quarter 2019 Adjusted EBITDA, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonable predicted. | |||
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, reported revenue of $390 million for the first quarter 2019, down 12 percent from $442 million in the prior-year quarter and down 9 percent from $429 million in the prior quarter. Excluding revenue of $12 million in the year-ago quarter from the Electrolytic business sold in September 2018, revenue declined 9 percent versus the prior-year quarter. Income from operations of $16 million compared to $14 million in the year-ago quarter and $68 million in the prior quarter. Net loss attributable to Tronox of $34 million, or ($0.27) per diluted share, compared to a net loss attributable to Tronox of $44 million, or ($0.36) per diluted share, in the year-ago quarter and a net loss attributable to Tronox of $5 million, or ($0.05) per diluted share in the prior quarter. Net loss attributable to Tronox in the first quarter 2019 included transaction costs primarily related to the Cristal acquisition, debt modification costs and a charge to indemnify Exxaro Resources for capital gains tax pursuant to the Mineral Sands Completion Agreement that, combined, totaled $11 million or $0.09 per diluted share. Excluding these items, adjusted net loss attributable to Tronox (Non-GAAP) was $23 million, or ($0.18) per diluted share. Adjusted EBITDA of $80 million compared to $117 million in the prior-year quarter and $120 million in the prior quarter.
The Board of Directors declared a quarterly dividend of $0.045 per share payable on May 31, 2019, to shareholders of record of the company's ordinary shares at the close of business on May 20, 2019.
Jeffry Quinn, chairman and chief executive officer of Tronox commented on the recent developments by noting, "The closing of the game-changing Cristal acquisition comes at an opportune time, as pigment markets in Europe and Asia are stabilizing, inventories are normalizing as destocking runs its course, and North American market conditions remain resilient. We continue to successfully work with our pigment customers on our unique win-win margin stability initiative and now with the closing of the Cristal transaction, we will accelerate our work on this important initiative."
Discussing the unique positioning of Tronox as an integrated pigment producer in favorable feedstock conditions, Quinn stated, "Furthermore, we are in an advantaged position to benefit from both zircon and feedstock integration. We expect zircon to continue to deliver significant profitability and margin enhancement," Quinn continued, "and we expect to fully derive the benefits of vertical integration in future quarters that were substantially muted in the first quarter."
Finally, because of these positive developments, Quinn stated, "For the second quarter of 2019, we expect Adjusted EBITDA (Non-GAAP) to range between $125 million to $135 million for legacy Tronox, a substantial increase from the first quarter."
First Quarter 2019
First Quarter 2019 versus First Quarter 2018
Revenue of $390 million was 12 percent lower than $442 million in the year-ago quarter primarily due to lower pigment sales volumes, the absence of revenue from the Electrolytic business sold in September 2018 and unfavorable Euro translation, partially offset by higher zircon selling prices. Revenue was 9 percent lower excluding $12 million of revenue from the Electrolytic business in the prior-year quarter.
Pigment sales of $286 million compared to $333 million in the year-ago quarter. Sales volumes were 10 percent lower as customer destocking in Europe and Asia continued in the first quarter. Selling prices were 2 percent lower on a local currency basis and 5 percent lower on a U.S. dollar basis, as translation of the Euro was a $6 million headwind on revenue.
Titanium feedstock and co-products sales of $104 million increased 7 percent from $97 million in the year-ago quarter. Zircon sales of $64 million increased 5 percent from $61 million in the year-ago quarter driven by 17 percent higher selling prices, partially offset by 10 percent lower sales volumes due to the timing of shipments. Pig iron sales of $19 million were level to the year-ago quarter, as 2 percent higher selling prices were offset by 2 percent lower sales volumes. Feedstock and other products sales of $21 million increased from $17 million in the year-ago quarter primarily driven by higher synthetic rutile and slag fines sales volumes. There were no ilmenite sales in the first quarter compared to $5 million in the year-ago quarter, as we were not actively selling ilmenite in the market in preparation for increased internal requirements following the closing of the Cristal acquisition.
Adjusted EBITDA of $80 million was 32 percent lower than $117 million in the year-ago quarter. Higher zircon selling prices and favorable foreign exchange on costs were more than offset by lower pigment and zircon sales volumes, unfavorable overhead absorption related to planned maintenance in South Africa, higher costs for coke, electrodes, anthracite and labor, higher one-time SG&A costs associated with re-domiciliation and other initiatives, and a $9 million royalty refund received in the year-ago quarter.
First Quarter 2019 versus Fourth Quarter 2018
Revenue of $390 million decreased 9 percent from $429 million in the prior quarter, as higher pigment sales volumes were more than offset by lower sales volumes for feedstock, zircon and pig iron due to the timing of shipments.
Pigment sales of $286 million increased 9 percent from $263 million in the prior quarter. Sales volumes increased 10 percent driven by the normal seasonal increase coupled with positive momentum in March in European and Asian markets as destocking runs its course. Selling prices were 1 percent lower on a local currency basis and 2 percent lower on a U.S. dollar basis. The impact of translation of the Euro on pigment sales was negligible compared to the prior quarter.
Titanium feedstock and co-products sales of $104 million decreased 37 percent from $166 million in the prior quarter, driven by lower sales volumes for CP slag, zircon and pig iron due to the timing of shipments. Zircon sales of $64 million were 22 percent lower than $82 million in the prior quarter, as 3 percent higher selling prices were more than offset by a 24 percent decline in sales volumes due to shipment timing. Pig iron sales of $19 million decreased 24 percent from $25 million in the prior quarter on 24 percent lower sales volumes, also due to shipment timing, while selling prices were level. Feedstock and other products sales of $21 million decreased 64 percent from $59 million in the prior quarter. There were no ilmenite sales in the current or prior quarter, and there were no CP slag sales in the current quarter in preparation for increased internal requirements following the closing of the Cristal acquisition, compared to $29 million of sales in the prior quarter.
Adjusted EBITDA of $80 million was 33 percent lower than $120 million in the prior quarter, driven primarily by lower sales volumes for feedstock and zircon due to shipment timing, unfavorable foreign exchange on costs and higher pigment unit costs related to planned maintenance undertaken in the fourth quarter 2018 that reduced margins on pigment products sold in the first quarter.
Other Financial Information
Selling, general and administrative expenses were $67 million compared to $76 million in the year-ago quarter and $50 million in the prior quarter. Selling, general and administrative expenses primarily attributable to the Cristal acquisition were $8 million in the first quarter 2019 compared to $20 million in the year-ago quarter and $7 million in the prior quarter. Interest expense of $49 million was level to the year-ago quarter and prior quarter. On March 31, 2019, debt was $3,375 million and debt, net of cash and cash equivalents, was $1,641 million, including $666 million of cash restricted for the Cristal transaction. Liquidity was $1,947 million comprised of cash and cash equivalents of $1,734 million, including $666 million of restricted cash, and $213 million available under revolving credit agreements. In the first quarter 2019, capital expenditures were $25 million and depreciation, depletion and amortization expense was $47 million.
Webcast Conference Call
Tronox will conduct a webcast conference call on Friday, May 10, 2019, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 3492939
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on May 10, 2019, 1:30 p.m. ET (New York), until May 16, 2019, 11:59 p.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 3492939
Upcoming Conferences and Investor Meetings
During the second quarter of 2019 a member of management is scheduled to present at the following conferences:
Accompanying conference and meeting materials will be available at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K/A for the year ended December 31, 2018.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. With these first quarter of 2019 results, we have modified our definition of the Adjusted EBITDA metric to now exclude all realized and unrealized gains and losses caused by foreign currency re-measurement to be more consistent with how we report this metric to our lenders. We have revised the comparable periods for consistency. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
For the Company's guidance with respect to second quarter 2019 Adjusted EBITDA, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.646.960.6598
TRONOX HOLDINGS PLC | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||||||
(UNAUDITED) | ||||||
(Millions of U.S. dollars, except share and per share data) | ||||||
Three Months Ended | ||||||
2019 | 2018 | |||||
Net sales | $ 390 | $ 442 | ||||
Cost of goods sold | 307 | 327 | ||||
Gross profit | 83 | 115 | ||||
Selling, general, and administrative expenses | 67 | 76 | ||||
Impairment loss | - | 25 | ||||
Income from operations | 16 | 14 | ||||
Interest expense | (49) | (49) | ||||
Interest income | 9 | 8 | ||||
Loss on extinguishment of debt | (2) | - | ||||
Other expense, net | (2) | (9) | ||||
Loss before income taxes | (28) | (36) | ||||
Income tax provision | (2) | (5) | ||||
Net loss | (30) | (41) | ||||
Net income attributable to noncontrolling interest | 4 | 3 | ||||
Net loss attributable to Tronox Holdings plc | $ (34) | $ (44) | ||||
Net loss per share, basic and diluted | $ (0.27) | $ (0.36) | ||||
Weighted average shares outstanding, basic and diluted (in thousands) | 124,296 | 122,327 | ||||
Other Operating Data: | ||||||
Capital expenditures | $ 25 | $ 28 | ||||
Depreciation, depletion and amortization expense | $ 47 | $ 48 | ||||
TRONOX HOLDINGS PLC | |||||
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | |||||
(UNAUDITED) | |||||
(Millions of U.S. dollars, except share and per share data) | |||||
RECONCILIATION OF NET LOSS | |||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) | |||||
TO ADJUSTED NET INCOME (LOSS) FROM OPERATIONS | |||||
ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) | |||||
Three Months Ended | |||||
2019 | 2018 | ||||
Net loss attributable to Tronox Holdings plc (U.S. GAAP) | $ (34) | $ (44) | |||
Impairment loss (a) | - | 25 | |||
Transaction costs (b) | 8 | 20 | |||
Loss on extinguishment of debt (c) | 2 | - | |||
Charge for potential capital gains tax payment to Exxaro (d) | 1 | - | |||
Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP) | $ (23) | $ 1 | |||
Diluted net loss per share (U.S. GAAP) | $ (0.27) | $ (0.36) | |||
Impairment loss, per share | - | 0.21 | |||
Transaction costs, per share | 0.06 | 0.16 | |||
Loss on extinguishment of debt, per share | 0.02 | - | |||
Charge for potential capital gains tax payment to Exxaro | 0.01 | - | |||
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) | $ (0.18) | $ 0.01 | |||
Weighted average shares outstanding, diluted (in thousands) | 124,296 | 126,117 | |||
(a) | Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(b) | Represents transaction costs primarily associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||
(c) | Represents the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. | |||||
(d) | Represents the potential payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holding plc included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. | |||||
TRONOX HOLDINGS PLC | ||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
(UNAUDITED) | ||||||
(Millions of U.S. dollars, except share and per share data) | ||||||
March 31, | December 31, | |||||
2019 | 2018 | |||||
ASSETS | ||||||
Current Assets | ||||||
Cash and cash equivalents | $ 1,068 | $ 1,034 | ||||
Restricted cash | 666 | 662 | ||||
Accounts receivable, net of allowance for doubtful accounts | 300 | 317 | ||||
Inventories, net | 486 | 479 | ||||
Prepaid and other assets | 49 | 50 | ||||
Income taxes receivable | 2 | 2 | ||||
Total current assets | 2,571 | 2,544 | ||||
Noncurrent Assets | ||||||
Property, plant and equipment, net | 992 | 1,004 | ||||
Mineral leaseholds, net | 787 | 796 | ||||
Intangible assets, net | 169 | 176 | ||||
Lease right of use assets | 62 | - | ||||
Deferred tax assets | 35 | 37 | ||||
Other long-term assets | 110 | 85 | ||||
Total assets | $ 4,726 | $ 4,642 | ||||
LIABILITIES AND EQUITY | ||||||
Current Liabilities | ||||||
Accounts payable | $ 150 | $ 133 | ||||
Accrued liabilities | 119 | 140 | ||||
Short-term lease liabilities | 19 | - | ||||
Short-term debt | 94 | - | ||||
Long-term debt due within one year | 58 | 22 | ||||
Income taxes payable | 2 | 5 | ||||
Total current liabilities | 442 | 300 | ||||
Noncurrent Liabilities | ||||||
Long-term debt, net | 3,223 | 3,139 | ||||
Pension and postretirement healthcare benefits | 91 | 93 | ||||
Asset retirement obligations | 70 | 68 | ||||
Long-term lease liabilities | 44 | - | ||||
Long-term deferred tax liabilities | 159 | 163 | ||||
Other long-term liabilities | 17 | 17 | ||||
Total liabilities | 4,046 | 3,780 | ||||
Commitments and Contingencies | ||||||
Shareholders' Equity | ||||||
Tronox Holdings plc ordinary shares, par value $0.01 — 125,738,462 shares issued and outstanding at March 31, 2019 and 123,015,301 shares issued and 122,933,845 shares outstanding at December 31, 2018 | 1 | 1 | ||||
Capital in excess of par value | 1,584 | 1,579 | ||||
Accumulated deficit | (397) | (357) | ||||
Accumulated other comprehensive loss | (612) | (540) | ||||
Total Tronox Holdings plc shareholders' equity | 576 | 683 | ||||
Noncontrolling interest | 104 | 179 | ||||
Total equity | 680 | 862 | ||||
Total liabilities and equity | $ 4,726 | $ 4,642 | ||||
TRONOX HOLDINGS PLC | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(UNAUDITED) | |||
(Millions of U.S. dollars) | |||
Three Months Ended | |||
2019 | 2018 | ||
Cash Flows from Operating Activities: | |||
Net loss | $ (30) | $ (41) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation, depletion and amortization | 47 | 48 | |
Deferred income taxes | (3) | 3 | |
Share-based compensation expense | 8 | 7 | |
Amortization of deferred debt issuance costs and discount on debt | 2 | 5 | |
Impairment loss | - | 25 | |
Loss on extinguishment of debt | 2 | - | |
Other non-cash affecting net loss | 6 | 10 | |
Changes in assets and liabilities: | |||
Decrease in accounts receivable, net | 19 | 1 | |
Increase in inventories, net | (10) | (9) | |
Increase in prepaid and other assets | (1) | (1) | |
Increase (decrease) in accounts payable and accrued liabilities | 8 | (47) | |
Net changes in income tax payables and receivables | (3) | (2) | |
Changes in other non-current assets and liabilities | (6) | (3) | |
Cash provided by (used in) operating activities | 39 | (4) | |
Cash Flows from Investing Activities: | |||
Capital expenditures | (25) | (28) | |
Loans | (25) | - | |
Cash used in investing activities | (50) | (28) | |
Cash Flows from Financing Activities: | |||
Repayments of long-term debt | (101) | (6) | |
Proceeds from short-term debt | 94 | - | |
Proceeds from long-term debt | 222 | - | |
Acquisition of noncontrolling interest | (148) | - | |
Debt issuance costs | (4) | (1) | |
Proceeds from the exercise of warrants | - | 2 | |
Dividends paid | (7) | (6) | |
Restricted stock and performance-based shares settled in cash for withholding taxes | (6) | (4) | |
Cash provided by (used in) financing activities | 50 | (15) | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (1) | 7 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 38 | (40) | |
Cash, cash equivalents and restricted cash at beginning of period | 1,696 | 1,769 | |
Cash, cash equivalents and restricted cash at end of period | $1,734 | $1,729 | |
TRONOX HOLDINGS PLC | |||||
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | |||||
(UNAUDITED) | |||||
(Millions of U.S. dollars) | |||||
Three Months Ended | |||||
2019 | 2018 | ||||
Net loss (U.S. GAAP) | $(30) | $ (41) | |||
Interest expense | 49 | 49 | |||
Interest income | (9) | (8) | |||
Income tax provision | 2 | 5 | |||
Depreciation, depletion and amortization expense | 47 | 48 | |||
EBITDA (non-U.S. GAAP) | 59 | 53 | |||
Impairment loss (a) | - | 25 | |||
Share based compensation (b) | 8 | 7 | |||
Transaction costs (c) | 8 | 20 | |||
Loss on extinguishment of debt (d) | 2 | - | |||
Foreign currency remeasurement (e) | (1) | 10 | |||
Other items (f) | 4 | 2 | |||
Adjusted EBITDA (non-U.S. GAAP) | $ 80 | $117 | |||
(a) | Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | ||||
(b) | Represents non-cash share-based compensation. | ||||
(c) | Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||
(d) | Represents the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. | ||||
(e) | Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. Prior to the first quarter of 2019, realized gains and losses associated with third party receivables and liabilities had been included in Adjusted EBITDA. Commencing with 2019, we are now excluding these amounts from Adjusted EBITDA and prior period amounts have been revised for comparability purposes. The exclusion of all of the realized and unrealized gains and losses is consistent with the reporting of Adjusted EBITDA we make to our lenders | ||||
(f) | Includes noncash pension and postretirement costs, accretion expense and other items included in "Selling general and administrative expenses", "Cost of goods sold" and "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. Amounts for 2019 also include the potential payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holding plc included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. | ||||
TRONOX HOLDINGS PLC | |||||||
SEGMENT INFORMATION | |||||||
REVENUE, OPERATING INCOME | |||||||
AND | |||||||
FREE CASH FLOW (NON-U.S. GAAP) | |||||||
(UNAUDITED) | |||||||
(Millions of U.S. dollars) | |||||||
The following table reconciles net sales and sales growth excluding Electrolytic: | |||||||
Three Months Ended | |||||||
2019 | 2018 | % variance | |||||
Net sales | $ 390 | $442 | -12 | % | |||
Electrolytic sales | - | (12) | -100 | % | |||
Net sales, excluding Electrolytic sales | $ 390 | $430 | -9 | % | |||
The following table reconciles Cash provided by operating activities, to free cash flow for the three months ended March 31, 2019: | |||||||
Consolidated | |||||||
Cash provided by operating activities, continuing operations | $ 39 | ||||||
Capital expenditures | (25) | ||||||
Free cash flow (non-U.S. GAAP) | $ 14 | ||||||
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SOURCE Tronox Holdings plc
Article Date
5/10/2019Tronox Announces Repurchase of 14 Million Shares of its Common Stock from Exxaro
Source: PR Newswire
STAMFORD, Conn., May 9, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's largest vertically integrated producer of titanium dioxide pigment, today announced the repurchase of 14 million shares of its common stock from Exxaro Resources Limited ("Exxaro") for an aggregate purchase price of approximately $200 million or $14.32 per share. The purchase price per share represented a five percent discount to the 10-day volume weighted average price as of the day that Exxaro exercised its right to sell the shares, as agreed in the Mineral Sands Transaction Completion Agreement (the "Completion Agreement") announced in November 2018. Exxaro announced its intention to divest its ownership interest in Tronox in 2017, and it intends to continue the orderly sell down of its ownership in accordance with the terms of the Completion Agreement. Following the transaction, Exxaro will own approximately 14.7 million shares representing 9.9 percent of Tronox's outstanding equity. Tronox's ability to buy these shares was enabled by its re-domiciliation from Australia to the United Kingdom on March 27, 2019. The Company funded the share repurchase by using a portion of the approximately $700 million in proceeds it received on May 1, 2019, from the divestiture of Cristal's North American titanium dioxide business to INEOS Enterprises, a division of INEOS ("INEOS").
"The repurchase of shares from Exxaro is a value-creating use of a portion of the proceeds from the INEOS transaction and represents an excellent investment," said Jeffry N. Quinn, chairman and chief executive officer of Tronox. "We are pleased to be able to allocate capital for share repurchases as we embark on integrating Cristal to achieve substantial synergies, thereby creating long-term, sustainable value for our shareholders."
Due to the share repurchase transaction, Exxaro's ownership interest in Tronox has fallen below 10 percent and pursuant to the terms of the Exxaro Shareholders Agreement, Mxolisi Mgojo, chairman and chief executive officer of Exxaro, who was Exxaro's sole remaining nominee on the Tronox Board of Directors, will resign from the Company's Board with immediate effect. "The entire Board and management has benefited from Mxolisi's excellent business acumen and judgment, as well as his insights into how to successfully operate in South Africa," added Quinn. "It has been a privilege to work alongside Mxolisi for so many years."
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 646.960.6598
About Tronox
Tronox Holding plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-repurchase-of-14-million-shares-of-its-common-stock-from-exxaro-300847172.html
SOURCE Tronox Holdings plc
Article Date
5/9/2019Tronox Completes Sale of Former Cristal North American Titanium Dioxide Business
Source: PR Newswire
STAMFORD, Conn., May 1, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's largest vertically integrated producer of titanium dioxide pigment, today announced it has completed the sale of the North American titanium dioxide ("TiO2") business of The National Titanium Dioxide Company Limited ("Cristal") to INEOS Enterprises, a division of INEOS, for the purchase price of approximately $700 million. The sale was required by the Federal Trade Commission's decision and order issued on April 10, 2019, which permitted Tronox's acquisition of Cristal's global TiO2 business.
"We are pleased to have completed the last of the two remedy transactions we agreed to with antitrust authorities in the U.S. and Europe that enabled us to close our acquisition of Cristal's TiO2 business," said Jeffry N. Quinn, chairman and chief executive officer of Tronox. "We remain focused on unlocking the substantial value created by our transformative acquisition of Cristal for the benefit of our shareholders, customers and employees."
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 646.960.6598
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With nearly 7,000 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit Tronox.com.
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-completes-sale-of-former-cristal-north-american-titanium-dioxide-business-300841978.html
SOURCE Tronox Holdings plc
Article Date
5/1/20194/15/2019 - Tronox Announces Dates For First Quarter 2019 Earnings Release & Webcast Conference Call
Tronox Announces Dates For First Quarter 2019 Earnings Release & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., April 15, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) announced today the following schedule for its first quarter 2019 earnings release and webcast conference call:
Earnings Release: Thursday, May 9, 2019, after the market close via PR Newswire and the Tronox Holdings plc website: tronox.com
Webcast Conference Call: Friday, May 10, 2019, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 3492939
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on May 10, 2019, 1:30 p.m. ET (New York), until May 16, 2019, 11:59 p.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 3492939
About Tronox
Tronox Holdings plc is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-first-quarter-2019-earnings-release--webcast-conference-call-300832324.html
SOURCE Tronox Holdings plc
Article Date
4/15/20194/11/2019 - Tronox to Discuss Cristal Acquisition
Tronox to Discuss Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., April 11, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX), a global mining and inorganic chemicals company, will conduct a webcast today at 8:30 a.m. EDT (New York) to discuss its acquisition of the titanium dioxide ("TiO2") business of The National Titanium Dioxide Company Limited ("Cristal"). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. and Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 4292033
Conference Call Presentation Slides will be used during the conference and made available on tronox.com
Conference Call Replay: Available via the internet and telephone beginning on Thursday, April 11, 2019 at 11:30 a.m. EDT (New York) until Wednesday, April 17, 2019 at 11:30 a.m. EDT (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. and Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 4292033
About Tronox
Tronox Holdings plc is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
About INEOS
INEOS Enterprises is comprised of a portfolio of businesses manufacturing and distributing chemical products from its facilities and offices in Europe, USA, Canada, and Asia with global sales of more than €1bn. INEOS Enterprises is focused on meeting the developing needs of its customers and rapid growth both through acquisition and through investment in new manufacturing facilities/products.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018.
Specifically, there can be no assurance that we will be able to integrate Cristal's TiO2 business and realize any expected synergies or achieve any expected financial or other results of the acquisition. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-to-discuss-cristal-acquisition-300830448.html
SOURCE Tronox Holdings plc
Article Date
4/11/20194/10/2019 - Tronox Completes Cristal Acquisition
Tronox Completes Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., April 10, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced it has completed its acquisition of the titanium dioxide ("TiO2") business of The National Titanium Dioxide Company Limited ("Cristal"). The FTC issued an Order and Decision today, allowing the transaction to proceed with the divestiture of Cristal's North American TiO2 business to INEOS Enterprises, a division of INEOS ("INEOS"). The divestiture transaction is scheduled to close on May 1, 2019. The previously announced divestiture of the 8120 paper laminate grade to Venator Materials PLC (NYSE: VNTR), which was approved by the European Commission in August 2018, is expected to close imminently.
"I am pleased this transformative acquisition has finally been completed and I greatly admire the resiliency both organizations have shown throughout this process. I also appreciate the professionalism and collaborative mindset applied by the FTC Bureau of Competition and the staff of the FTC in working with Tronox, Cristal and INEOS to reach this resolution," said Jeffry N. Quinn, chairman and chief executive officer of Tronox. "We look forward to getting to the business of creating value for our shareholders, serving the needs of our global customers and creating opportunities for our employees."
Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, April 11, 2019, at 8:30 a.m. EDT (New York) to discuss the transaction. The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. and Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 4292033
Conference Call Presentation Slides will be used during the conference and made available on tronox.com
Conference Call Replay: Available via the internet and telephone beginning on Thursday, April 11, 2019 at 11:30 a.m. EDT (New York) until Wednesday, April 17, 2019 at 8:30 a.m. EDT (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. and Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 4292033
About Tronox
Tronox Holdings plc is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
About INEOS
INEOS Enterprises is comprised of a portfolio of businesses manufacturing and distributing chemical products from its facilities and offices in Europe, USA, Canada, and Asia with global sales of more than €1bn. INEOS Enterprises is focused on meeting the developing needs of its customers and rapid growth both through acquisition and through investment in new manufacturing facilities/products.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018.
Specifically, there can be no assurance that we will be able to integrate Cristal's TiO2 business and realize any expected synergies or achieve any expected financial or other results of the acquisition. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-completes-cristal-acquisition-300830329.html
SOURCE Tronox Holdings plc
Article Date
4/10/2019Tronox Appoints Vanessa Guthrie and Stephen Jones to Board of Directors
Source: PR Newswire
STAMFORD, Conn., March 28, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced it has completed its re-domiciliation to the United Kingdom from Australia. The name of the new NYSE-listed parent company is Tronox Holdings plc. Immediately upon completion of the re-domiciliation, the Company expanded its Board of Directors to ten members, accepted the retirement of Daniel Blue, and appointed two new independent members, Dr. Vanessa Guthrie and Mr. Stephen Jones. The new directors will stand for direct election by shareholders for the first time at the annual general meeting of shareholders on May 22, 2019.
Dr. Guthrie is a highly accomplished executive and board director with a career spanning 30 years in the resources sector across diverse roles in operations, environment, community and indigenous affairs, corporate development and sustainability. She is currently a non-executive director of Santos Limited (ASX: STO), an independent oil and gas producer, Adelaide Brighton Ltd. (ASX: ABC), an integrated construction materials and lime producer, and the Australian Broadcasting Corporation. In addition, she is chair of the Minerals Council of Australia, deputy chair of the Western Australia Cricket Association and a council member of Curtin University. She previously served as the managing director and chief executive officer of Toro Energy Limited, an Australian uranium mining company. Dr. Guthrie has qualifications in geology, environment, law and business management, including a PhD in Geology, and an Honorary Doctor of Science from Curtin University for her contribution to sustainability, innovation and policy leadership in the resources industry. Dr. Guthrie will serve on the Audit and Corporate Governance Committees.
Mr. Jones is president and chief executive officer of Covanta Holding Corporation (NYSE: CVA) and a member of Coventa's Board of Directors. Prior to joining Covanta in 2015, Mr. Jones was employed for more than 20 years by Air Products and Chemicals, Inc. ("Air Products"), a global supplier of industrial gases, equipment and services. He served as senior vice president and general manager, Tonnage Gases, Equipment and Energy of Air Products, from April 2009 through September 2014, Air Products' China president in Shanghai from June 2011 to September 2014, and was also a member of Air Products' Corporate Executive Committee from 2007 to September 2014. He joined Air Products as an attorney representing various business areas and functions in 1992, and was appointed senior vice president, general counsel and secretary in 2007. Mr. Jones will serve as a member of the Audit and Human Resources and Compensation Committees.
The Board also named Tronox Chief Executive Officer, Mr. Jeffry N. Quinn, Chairman of the Board and Mr. Ilan Kaufthal, Lead Independent Director.
"We appreciate the years of service and leadership Dan Blue has brought to the Board, allowing Tronox to be best positioned to become the preeminent TiO2 producer in the world. His insight and counsel will be missed," said Quinn.
"The accomplished and diverse backgrounds of Vanessa and Steve will allow them to provide critical and valuable counsel to our management team," added Quinn. "We believe their addition to our Board will refresh our perspective and better showcase the diversity of our organization. The management team and the Board of Directors look forward to working with our new colleagues to continue creating value for our shareholders."
About Tronox
Tronox Holdings plc is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-appoints-vanessa-guthrie-and-stephen-jones-to-board-of-directors-300820200.html
SOURCE Tronox Holdings plc
Article Date
3/28/2019Federal Trade Commission Withdraws Tronox-Cristal Transaction from Adjudication
Source: PR Newswire
STAMFORD, Conn., March 25, 2019 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today confirmed that the Federal Trade Commission has withdrawn the Company's proposed acquisition of the titanium dioxide ("TiO2") business of The National Titanium Dioxide Company Limited ("Cristal") from adjudication for the purpose of considering the related proposed Consent Agreement. Should the proposed Consent Agreement receive final approval by the Commission, the transaction would then be able to be consummated. The transaction, modified to include the proposed divestiture of Cristal's North American TiO2 business to INEOS Enterprises, a division of INEOS, has garnered widespread support from Cristal and Tronox's North American pigment customers.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
About INEOS
INEOS Enterprises is comprised of a portfolio of businesses manufacturing and distributing chemical products from its facilities and offices in Europe, USA, Canada, and Asia with global sales of more than €1bn. INEOS Enterprises is focused on meeting the developing needs of its customers and rapid growth both through acquisition and through investment in new manufacturing facilities/products.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018.
Specifically, there can be no assurance that the proposed remedy transaction will be accepted by the FTC Commissioners and that our proposed acquisition of Cristal's TiO2 business will be consummated. There can also be no assurance that we will be able to complete the re-domicile transaction from Australia to the United Kingdom and that we will be able to complete the transaction with Exxaro. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 646.960.6598
View original content to download multimedia:http://www.prnewswire.com/news-releases/federal-trade-commission-withdraws-tronox-cristal-transaction-from-adjudication-300817480.html
SOURCE Tronox Limited
Article Date
3/25/2019Tronox Shareholders Approve Re-Domiciliation Transaction
Source: PR Newswire
STAMFORD, Conn., March 8, 2019 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced that the shareholders of the Company overwhelmingly approved the transaction to re-domicile to the United Kingdom from Australia. Re-domiciling will be effected by "top-hatting" Tronox Limited with a new holding company incorporated under the laws of England and Wales called Tronox Holdings plc. Each Tronox shareholder will receive one share in the newly incorporated English company in exchange for each share held in the Australian-incorporated Tronox Limited, which shares are proposed to be listed on the New York Stock Exchange.
The final Australian court hearing is scheduled for Friday, March 22, 2019, and assuming Court approval and other customary conditions are satisfied, the Company expects to complete such transaction on Wednesday, March 27, 2019. The final tabulated results of the vote will be made available in a Form 8-K that the Company expects to file next week.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-shareholders-approve-re-domiciliation-transaction-300809448.html
SOURCE Tronox Limited
Article Date
3/8/2019Tronox Reports Fourth Quarter 2018 Financial Results
Source: PR Newswire
STAMFORD, Conn., Feb. 27, 2019 /PRNewswire/ --
Fourth Quarter Highlights:
Strategic Developments:
Tronox Limited (NYSE:TROX) reported revenue of $429 million for the fourth quarter 2018, down 8 percent from $464 million in the fourth quarter 2017 and down 6 percent from $456 million in the third quarter 2018. Excluding revenue from the Electrolytic business sold in September 2018, revenue declined 5 percent from the year-ago quarter and 4 percent from the prior quarter. Income from operations of $68 million increased 13 percent from $60 million in the year-ago quarter and 28 percent from $53 million in the prior quarter. Net loss from continuing operations attributable to Tronox Limited of $5 million, or ($0.05) per diluted share, compared to net income from continuing operations attributable to Tronox Limited of breakeven, or $0.00 per diluted share, in the year-ago quarter and net income from continuing operations attributable to Tronox Limited of $6 million, or $0.05 per diluted share in the prior quarter. Net income from continuing operations attributable to Tronox Limited in the fourth quarter 2018 included transaction costs primarily related to the Cristal acquisition and tax-related items that, combined, totaled $13 million or $0.11 per diluted share. Excluding these items, adjusted net income attributable to Tronox Limited (Non-GAAP) was $8 million, or $0.06 per diluted share. Adjusted EBITDA of $125 million compared to $135 million in the year-ago quarter and $128 million in the prior quarter.
The Board of Directors declared a quarterly dividend of $0.045 per share payable on March 20, 2019, to shareholders of record of the company's Class A and Class B ordinary shares at the close of business on March 11, 2019.
Jeffry Quinn, president and chief executive officer of Tronox commented on the company's results in the fourth quarter delivered in the midst of a dynamic market environment by noting:
Fourth Quarter 2018
Tronox TiO2
Revenue of $429 million decreased 8 percent from $464 million in the year-ago quarter as higher zircon, CP slag and pig iron selling prices were more than offset by lower pigment sales volumes and the absence of revenue from the Electrolytic business sold in September 2018. Revenue declined 5 percent excluding $14 million of Electrolytic revenue in the year-ago quarter.
Pigment sales of $263 million compared to $316 million in the year-ago quarter. Selling prices were up 1 percent on a local currency basis and level on a U.S. dollar basis. Sales volumes were 16 percent lower than record sales volumes in the year-ago quarter primarily due to customer destocking in certain sales channels in Europe and Asia. Translation of the Euro was a $2 million headwind on revenue in the fourth quarter.
Titanium feedstock and co-products sales of $166 million increased 24 percent from $134 million in the year-ago quarter, driven by higher zircon, CP slag and pig iron selling prices coupled with higher CP slag sales volumes. Zircon sales of $82 million increased 21 percent from $68 million in the year-ago quarter driven by 28 percent higher selling prices partially offset by 5 percent lower sales volumes. Pig iron sales of $25 million increased 19 percent from $21 million in the year-ago quarter, as selling prices increased 14 percent and sales volumes increased 9 percent. Feedstock and other products sales of $59 million increased from $45 million in the year-ago quarter driven by 18 percent higher selling prices and a doubling of sales volumes for CP slag. There were no ilmenite sales in the fourth quarter compared to $5 million in the year-ago quarter, as we are not actively selling ilmenite in the market in preparation for increased internal requirements following the anticipated closing of the Cristal acquisition.
Compared sequentially to the third quarter 2018, TiO2 revenue of $429 million decreased 6 percent from $456 million as higher zircon, CP slag and pig iron sales volumes were more than offset by lower pigment sales volumes and the absence of revenue from the Electrolytic business sold in September 2018. Revenue declined 4 percent excluding $10 million of revenue in the third quarter from the Electrolytic business.
Pigment sales of $263 million were 17 percent lower than $315 million in the seasonally stronger third quarter. Selling prices were 1 percent lower on a local currency basis and 2 percent lower on a U.S. dollar basis. Sales volumes were 15 percent lower driven by the normal seasonal decline coupled with continued destocking by customers in certain sales channels in Europe and Asia. Translation of the Euro was a $1 million headwind on pigment sales in the fourth quarter.
Titanium feedstock and co-products sales of $166 million increased 27 percent from $131 million in the prior quarter, driven primarily by higher sales volumes for zircon, CP slag and pig iron. Zircon sales of $82 million were 14 percent higher than $72 million in the prior quarter, as sales volumes increased 15 percent while selling prices were 1 percent lower due to product mix. Pig iron sales of $25 million increased 9 percent from $23 million in the prior quarter, as sales volumes increased 10 percent while selling prices were 1 percent lower. Feedstock and other products sales of $59 million increased 64 percent from $36 million in the prior quarter driven primarily by a doubling of CP slag sales volumes.
TiO2 adjusted EBITDA of $152 million decreased 3 percent from $156 million in the year-ago quarter, as higher selling prices for zircon and CP slag and favorable foreign exchange were more than offset by lower pigment sales volumes and higher costs for process chemicals, anthracite and graphite electrodes. Compared sequentially, TiO2 adjusted EBITDA of $152 million increased 1 percent from $150 million in the prior quarter, as higher zircon and CP slag sales volumes and favorable foreign exchange more than the impact of lower sales volumes on fixed costs. TiO2 income from operations of $83 million decreased from $94 million in the year-ago quarter and increased from $80 million in the prior quarter.
Consolidated
Selling, general and administrative expenses were $50 million compared to $65 million in the year-ago quarter and $62 million in the prior quarter. Selling, general and administrative expenses primarily attributable to the Cristal acquisition were $7 million in the fourth quarter 2018 compared to $15 million in the year-ago quarter and $12 million in the prior quarter. Interest expense of $49 million compared to $48 million in the year-ago quarter and $47 million in the prior quarter. On December 31, 2018, debt was $3,161 million and debt, net of cash and cash equivalents, was $1,465 million, including $662 million of cash restricted for the Cristal transaction. Liquidity was $1,945 million comprised of cash and cash equivalents of $1,696 million, including $662 million of restricted cash, and $249 million available under revolving credit agreements. In the fourth quarter 2018, capital expenditures were $34 million and depreciation, depletion and amortization expense was $50 million.
Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, February 28, 2019, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 5061369
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on February 28, 2019, 11:30 a.m. ET (New York), until March 6, 2019, 11:30 a.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 5061369
Upcoming Conferences and Investor Meetings
During the first half of 2019 a member of management is scheduled to present at the following conferences and hold investor meetings in the following cities:
Accompanying conference and meeting materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's financial results, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.203.705.3730
TRONOX LIMITED | |||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | |||||||||
(UNAUDITED) | |||||||||
(Millions of U.S. dollars, except share and per share data) | |||||||||
Three months Ended | Year Ended | ||||||||
2018 | 2017 | 2018 | 2017 | ||||||
Net sales | $ 429 | $ 464 | $ 1,819 | $ 1,698 | |||||
Cost of goods sold | 311 | 339 | 1,321 | 1,309 | |||||
Gross profit | 118 | 125 | 498 | 389 | |||||
Selling, general, and administrative expenses | 50 | 65 | 267 | 249 | |||||
Restructuring | - | - | - | (1) | |||||
Impairment loss | - | - | 31 | - | |||||
Income from operations | 68 | 60 | 200 | 141 | |||||
Interest expense | (49) | (48) | (193) | (188) | |||||
Interest income | 10 | 5 | 33 | 10 | |||||
Loss on extinguishment of debt | - | - | (30) | (28) | |||||
Other income (expense), net | 6 | (19) | 33 | (22) | |||||
Income (loss) from continuing operations before income taxes | 35 | (2) | 43 | (87) | |||||
Income tax (provision) benefit | (29) | 4 | (13) | (6) | |||||
Net income (loss) from continuing operations | 6 | 2 | 30 | (93) | |||||
Loss from discontinued operations, net of tax | - | - | - | (179) | |||||
Net income (loss) | 6 | 2 | 30 | (272) | |||||
Net income attributable to noncontrolling interest | 11 | 2 | 37 | 13 | |||||
Net loss attributable to Tronox Limited | $ (5) | $ - | $ (7) | $ (285) | |||||
Net loss per share, basic and diluted: | |||||||||
Continuing operations | $ (0.05) | - | $ (0.06) | $ (0.89) | |||||
Discontinued operations | $ - | - | $ - | $ (1.50) | |||||
Net loss per share, basic and diluted | $ (0.05) | $ - | $ (0.06) | $ (2.39) | |||||
Weighted average shares outstanding, basic (in thousands) | 123,079 | 120,939 | 122,881 | 119,502 | |||||
Weighted average shares outstanding, diluted (in thousands) | 123,079 | 120,939 | 122,881 | 119,502 | |||||
Other Operating Data: | |||||||||
$ 34 | $ 28 | $ 117 | $ 91 | ||||||
$ 50 | $ 46 | $ 195 | $ 182 | ||||||
TRONOX LIMITED | ||||||||
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||
RECONCILIATION OF NET INCOME (LOSS) | ||||||||
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
Three Months Ended | Year Ended | |||||||
2018 | 2017 | 2018 | 2017 | |||||
Net loss attributable to Tronox Limited (U.S. GAAP) | $ (5) | $ - | $ (7) | $ (285) | ||||
Loss from discontinued operations, net of tax (U.S. GAAP) | - | - | - | (179) | ||||
Net loss from continuing operations attributable to Tronox Limited (U.S. GAAP) | $ (5) | $ - | $ (7) | $ (106) | ||||
Impairment loss (a) | - | - | 31 | - | ||||
Transaction costs (b) | 7 | 15 | 66 | 48 | ||||
Restructuring (c) | - | - | - | (1) | ||||
Tax valuation allowance reversal (d) | - | - | (48) | - | ||||
Share-based compensation modification (e) | - | - | (6) | - | ||||
Settlement gain (f) | - | - | (3) | - | ||||
Loss on extinguishment of debt (g) | - | - | 30 | 28 | ||||
Reversal of accrual related to tax settlement (h) | (11) | - | (11) | - | ||||
Income tax settlement for prior years (i) | 11 | - | 11 | - | ||||
Income tax expense- deferred tax assets (j) | 6 | - | 6 | - | ||||
Adjusted net income (loss) from continuing operations attributable to Tronox Limited (non-U.S. GAAP) | $ 8 | $ 15 | $ 69 | $ (31) | ||||
Diluted net loss per share from continuing operations (U.S. GAAP) | $ (0.05) | $ - | $ (0.06) | $ (0.89) | ||||
Impairment loss, per share | - | - | 0.25 | - | ||||
Transaction costs, per share | 0.06 | 0.12 | 0.53 | 0.40 | ||||
Restructuring, per share | - | - | - | (0.01) | ||||
Tax valuation allowance reversal | - | - | (0.38) | - | ||||
Share-based compensation modification | - | - | (0.05) | - | ||||
Settlement gain | - | - | (0.02) | - | ||||
Loss on debt extinguishment, per share | - | - | 0.24 | 0.23 | ||||
Reversal of accrual related to tax settlement | (0.09) | - | (0.09) | - | ||||
Income tax settlement for prior years | 0.09 | - | 0.09 | - | ||||
Income tax expense- deferred tax assets | 0.05 | - | 0.05 | - | ||||
Diluted adjusted net income (loss) from continuing operations per share attributable to Tronox Limited (non-U.S. GAAP) | $ 0.06 | $ 0.12 | $ 0.56 | $ (0.27) | ||||
Weighted average shares outstanding, diluted (in thousands) | 125,134 | 126,113 | 125,279 | 119,502 | ||||
(a) Represents a charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Consolidated Statements of Operations. | ||||||||
(b) Represents transaction costs primarily associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Consolidated Statements of Operations. | ||||||||
(c) Represents the reversal of restructuring expense pursuant to the settlement of claims previously filed relating to a prior restructure which was recorded in "Restructuring" in the unaudited Consolidated Statements of Operations. | ||||||||
(d) Represents the reversal of the tax valuation allowance attributable to our operating subsidiary in the Netherlands. | ||||||||
(e) Represents the reversal of previously recorded expense related to the modification of the Integration Incentive Award. | ||||||||
(f) Represents settlement gain related to the former U.S. postretirement medical plan. | ||||||||
(g) 2018 amount represents the loss in connection with the redemption of senior notes, including a call premium of $22 million. 2017 amount represents the loss associated with the redemption of the outstanding balance of senior notes, repayment of a Revolver, and debt issuance costs from the refinancing activities associated with the term loans. | ||||||||
(h) Represents the reversal of an accrual as a result of a tax settlement. | ||||||||
(i) Represents a charge to tax expense for the settlement of prior year tax returns with a foreign tax authority. | ||||||||
(j) Represents a charge to tax expense for the impact on deferred tax assets from a change in tax rates in a foreign tax jurisdiction. |
TRONOX LIMITED | ||||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||||
(UNAUDITED) | ||||||||||
(Millions of U.S. dollars, except share and per share data) | ||||||||||
December 31, | December 31 | |||||||||
ASSETS | 2018 | 2017 | ||||||||
Current Assets | ||||||||||
Cash and cash equivalents | $ 1,034 | $ 1,116 | ||||||||
Restricted cash | 662 | 653 | ||||||||
Accounts receivable (net of allowance of less than $1 in 2018 and $1 in 2017) | 317 | 328 | ||||||||
Inventories, net | 479 | 473 | ||||||||
Prepaid and other assets | 50 | 61 | ||||||||
Income taxes receivable | 2 | 8 | ||||||||
Total current assets | 2,544 | 2,639 | ||||||||
Noncurrent Assets | ||||||||||
Property, plant and equipment, net | 1,004 | 1,115 | ||||||||
Mineral leaseholds, net | 796 | 885 | ||||||||
Intangible assets, net | 176 | 198 | ||||||||
Inventories, net | - | 3 | ||||||||
Deferred tax assets | 37 | 1 | ||||||||
Other long-term assets | 85 | 23 | ||||||||
Total assets | $ 4,642 | $ 4,864 | ||||||||
LIABILITIES AND EQUITY | ||||||||||
Current Liabilities | ||||||||||
Accounts payable | $ 133 | $ 165 | ||||||||
Accrued liabilities | 140 | 163 | ||||||||
Long-term debt due within one year | 22 | 22 | ||||||||
Income taxes payable | 5 | 3 | ||||||||
Total current liabilities | 300 | 353 | ||||||||
Noncurrent Liabilities | ||||||||||
Long-term debt, net | 3,139 | 3,125 | ||||||||
Pension and postretirement healthcare benefits | 93 | 103 | ||||||||
Asset retirement obligations | 68 | 79 | ||||||||
Long-term deferred tax liabilities | 163 | 171 | ||||||||
Other long-term liabilities | 17 | 18 | ||||||||
Total liabilities | 3,780 | 3,849 | ||||||||
Commitments and Contingencies | ||||||||||
Shareholders' Equity | ||||||||||
Tronox Limited Class A ordinary shares, par value $0.01 — 94,286,021 shares issued and 94,204,565 shares outstanding at December 31, 2018 and 92,717,935 shares issued and 92,541,463 shares outstanding at December 31, 2017 | 1 | 1 | ||||||||
Tronox Limited Class B ordinary shares, par value $0.01 — 28,729,280 shares issued and outstanding at December 31, 2018 and December 31, 2017. | - | - | ||||||||
Capital in excess of par value | 1,579 | 1,558 | ||||||||
Accumulated deficit | (357) | (327) | ||||||||
Accumulated other comprehensive loss | (540) | (403) | ||||||||
Total Tronox Limited shareholders' equity | 683 | 829 | ||||||||
Noncontrolling interest | 179 | 186 | ||||||||
Total equity | 862 | 1,015 | ||||||||
Total liabilities and equity | $ 4,642 | $ 4,864 | ||||||||
TRONOX LIMITED | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(UNAUDITED) | |||
(Millions of U.S. dollars) | |||
Year Ended December 31, | |||
2018 | 2017 | ||
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 30 | $ (272) | |
Loss from discontinued operations, net of tax | - | (179) | |
Net income (loss) from continuing operations | $ 30 | $ (93) | |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities, continuing operations: | |||
Depreciation, depletion and amortization | 195 | 182 | |
Deferred income taxes | (21) | 2 | |
Share-based compensation expense | 21 | 31 | |
Amortization of deferred debt issuance costs and discount on debt | 11 | 15 | |
Loss on extinguishment of debt | 30 | 28 | |
Impairment loss | 31 | - | |
Other non-cash affecting net income (loss) | (9) | 34 | |
Changes in assets and liabilities: | |||
Increase in accounts receivable, net | (11) | (50) | |
(Increase) decrease in inventories, net | (47) | 57 | |
Decrease (increase) in prepaid and other assets | 4 | (20) | |
(Decrease) increase in accounts payable and accrued liabilities | (51) | 7 | |
Net changes in income tax payables and receivables | 10 | (7) | |
Changes in other non-current assets and liabilities | (23) | (21) | |
Cash provided by operating activities - continuing operations | 170 | 165 | |
Cash Flows from Investing Activities: | |||
Capital expenditures | (117) | (91) | |
Proceeds from the sale of businesses | 6 | 1,325 | |
Loans | (64) | - | |
Proceeds from the sale of assets | 1 | - | |
Cash (used in) provided by investing activities - continuing operations | (174) | 1,234 | |
Cash Flows from Financing Activities: | |||
Repayments of short-term debt | - | (150) | |
Repayments of long-term debt | (606) | (2,342) | |
Proceeds from long-term debt | 615 | 2,589 | |
Debt issuance costs | (10) | (37) | |
Call premium paid | (22) | (14) | |
Dividends paid | (23) | (23) | |
Restricted stock and performance-based shares settled in cash for taxes | (6) | (12) | |
Proceeds from the exercise of warrants and options | 6 | 13 | |
Cash (used in) provided by financing activities - continuing operations | (46) | 24 | |
Discontinued Operations: | |||
Cash provided by operating activities | - | 107 | |
Cash used in investing activities | - | (25) | |
Net cash flows provided by discontinued operations | - | 82 | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (23) | 13 | |
Net (decrease) increase in cash and cash equivalents and restricted cash | (73) | 1,518 | |
Cash and cash equivalents and restricted cash at beginning of period | 1,769 | 251 | |
Cash and cash equivalents and restricted cash at end of period - continuing operations | $1,696 | $1,769 | |
TRONOX LIMITED | ||||||||
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
Three Months Ended | Year Ended | |||||||
2018 | 2017 | 2018 | 2017 | |||||
Net income (loss) (U.S. GAAP) | $ 6 | $ 2 | $ 30 | $(272) | ||||
Income from discontinued operations, net of tax (U.S. GAAP) | - | - | - | (179) | ||||
Net income (loss) from continuing operations (U.S. GAAP) | 6 | 2 | 30 | (93) | ||||
Interest expense | 49 | 48 | 193 | 188 | ||||
Interest income | (10) | (5) | (33) | (10) | ||||
Income tax provision (benefit) | 29 | (4) | 13 | 6 | ||||
Depreciation, depletion and amortization expense | 50 | 46 | 195 | 182 | ||||
EBITDA (non-U.S. GAAP) | 124 | 87 | 398 | 273 | ||||
Transaction costs (a) | 7 | 15 | 66 | 48 | ||||
Share-based compensation (b) | 5 | 5 | 21 | 31 | ||||
Restructuring (c) | - | - | - | (1) | ||||
Loss on extinguishment of debt (d) | - | - | 30 | 28 | ||||
Foreign currency remeasurement (gain) loss (e) | (1) | 24 | (29) | 25 | ||||
Impairment loss (f) | - | - | 31 | - | ||||
Settlement gain (g) | - | - | (3) | - | ||||
Reversal of accrual related to tax settlement (h) | (11) | - | (11) | - | ||||
Other items (i) | 1 | 4 | 10 | 16 | ||||
Adjusted EBITDA (non-U.S. GAAP) | $125 | $135 | $513 | $ 420 | ||||
(a) | Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Consolidated Statements of Operations. | |||||||
(b) | Represents non-cash share-based compensation. | |||||||
(c) | Represents the reversal of restructuring expense pursuant to the settlement of claims previously filed relating to a prior restructure which was recorded in "Restructuring " in the unaudited Consolidated Statements of Operations. | |||||||
(d) | 2018 amount represents the $30 million loss in connection with the redemption of senior notes, including a call premium of $22 million. 2017 amount represents the $28 million loss, which includes a $22 million loss associated with the redemption of the outstanding balance of senior notes, $1 million of unamortized original debt issuance costs from the repayment of a Revolver, and $5 million of debt issuance costs from the refinancing activities associated with the term loans. | |||||||
(e) | Represents foreign currency remeasurement related to third-party unrealized gains and losses and intercompany realized and unrealized gains and losses , which is included in "Other income (expense), net" in the unaudited Consolidated Statements of Operations. | |||||||
(f) | Represents a charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Consolidated Statements of Operations | |||||||
(g) | Represents settlement gain related to the former U.S. postretirement medical plan. | |||||||
(h) | Represents the reversal of an accrual as a result of a tax settlement. | |||||||
(i) | Includes noncash pension and postretirement costs, accretion expense, severance expense and other items included in "Selling general and administrative expenses" and "Cost of goods sold" in the unaudited Consolidated Statements of Operations. | |||||||
TRONOX LIMITED | ||||||||
SEGMENT INFORMATION | ||||||||
REVENUE, OPERATING INCOME, ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
AND | ||||||||
FREE CASH FLOW (NON-U.S. GAAP) | ||||||||
(UNAUDITED) | ||||||||
(Millions of U.S. dollars) | ||||||||
The following tables reconciles net sales and sales growth excluding Electrolytic: | ||||||||
Three Months Ended | ||||||||
2018 | 2017 | % variance | ||||||
Net sales | $ 429 | $ 464 | -8% | |||||
Electrolytic sales | - | (14) | -100% | |||||
Net sales, excluding Electrolytic sales | $ 429 | $ 450 | -5% | |||||
Three Months Ended | ||||||||
December 31, 2018 | September 30, 2018 | % variance | ||||||
Net sales | $ 429 | $ 456 | -6% | |||||
Electrolytic sales | - | (10) | -100% | |||||
Net sales, excluding Electrolytic sales | $ 429 | $ 446 | -4% | |||||
The following table reconciles income from operations: | ||||||||
Three Months Ended | Year Ended | |||||||
2018 | 2017 | 2018 | 2017 | |||||
TiO2segment | $ 83 | $ 94 | $ 323 | 262 | ||||
Unallocated Corporate | (15) | (34) | (123) | (121) | ||||
Income from operations (U.S. GAAP) | $ 68 | $ 60 | $ 200 | 141 | ||||
The following table provides Adjusted EBITDA for TiO2segment and Corporate for the periods presented: | ||||||||
Three Months Ended | Year Ended | |||||||
2018 | 2017 | 2018 | 2017 | |||||
TiO2segment | $ 152 | $ 156 | $ 609 | $ 500 | ||||
Unallocated Corporate | (27) | (21) | (96) | (80) | ||||
Adjusted EBITDA (non-U.S. GAAP) | $ 125 | $ 135 | $ 513 | $ 420 | ||||
Adjusted EBITDA as a % of Net Sales (non-U.S. GAAP) | 29% | 29% | 28% | 25% | ||||
Adjusted TiO2EBITDA as a % of Net Sales (non-U.S. GAAP) | 35% | 34% | 33% | 29% | ||||
The following table provides a reconciliation of TiO2income from operations to Adjusted EBITDA for our TiO2segment: | ||||||||
Three Months Ended | Year Ended | |||||||
2018 | 2017 | 2018 | 2017 | |||||
TiO2segment operating income (1) | $ 83 | $ 94 | $ 323 | $ 262 | ||||
Depreciation, depletion and amortization expense | 48 | 45 | 188 | 177 | ||||
Other income (expense), net | 12 | (17) | 44 | (36) | ||||
TiO2EBITDA (non-U.S. GAAP) | 143 | 122 | 555 | 403 | ||||
Allocated corporate expenses | 12 | 10 | 51 | 38 | ||||
Share-based compensation | 1 | 3 | 8 | 11 | ||||
Foreign currency remeasurement (gain) loss | (7) | 19 | (45) | 39 | ||||
Impairment loss | - | - | 31 | - | ||||
Other items (2) | 3 | 2 | 9 | 9 | ||||
Adjusted TiO2EBITDA (non-U.S. GAAP) | $ 152 | $ 156 | $ 609 | $ 500 | ||||
(1) TiO2segment operating income includes an allocation of costs managed by Corporate. | ||||||||
(2) Other items added back to TiO2EBITDA includes accretion expense, asset write-offs and noncash pension and postretirement costs. |
The following table reconciles Cash provided by (used in) operating activities, continuing operations, the comparable measure for segment reporting under U.S. GAAP, to free cash flow by segment for the periods presented: | ||||||||
Three Months Ended | Year Ended | |||||||
TiO2 | Corporate | Consolidated | TiO2 | Corporate | Consolidated | |||
Cash provided by (used in) operating activities, continuing operations | $ 124 | $ (97) | $ 27 | $ 471 | $ (301) | $ 170 | ||
Capital expenditures | (34) | - | (34) | (116) | (1) | (117) | ||
Free cash flow (non-U.S. GAAP) | $ 90 | $ (97) | $ (7) | $ 355 | $ (302) | $ 53 | ||
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SOURCE Tronox Limited
Article Date
2/27/2019Tronox Announces Redemption of Exxaro's 26 Percent Ownership in UK Subsidiary
Source: PR Newswire
STAMFORD, Conn., Feb. 15, 2019 /PRNewswire/ -- Tronox Limited (NYSE:TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced the redemption of Exxaro's 26 percent ownership interest in Tronox Sands LLP, a U.K. limited liability partnership ("Tronox Sands"), for consideration of approximately ZAR 2.06 billion (or approximately $148 million) in cash. The transaction is the first step in a series of transactions contemplated by the Mineral Sands Transaction Completion Agreement (the "Completion Agreement") announced on November 26, 2018, which addresses several legacy issues related to Tronox's 2012 acquisition of Exxaro's mineral sands business and its ongoing relationship with Exxaro. The redemption is being wholly funded by cash currently held in Tronox's 74 percent owned South African subsidiaries and will enable future cash generated in South Africa to be repatriated for general corporate purposes.
"We are pleased to be moving forward with the transactions provided for in the Completion Agreement that will allow us to conclude matters from the 2012 mineral sands transaction in a manner that benefits both Exxaro and Tronox," said Jeffry N. Quinn, president and chief executive officer of Tronox. "The Completion Agreement enables Tronox to proceed with its re-domiciliation to the UK, ensures an orderly sale of Exxaro's Tronox shares, including the option to directly repurchase any shares Exxaro elects to sell, and facilitates our ability to purchase Exxaro's 26 percent ownership interest in our South African subsidiaries. With the new South African mining charter in the process of being implemented, acquiring full control of our South African operations will increase our earnings from these valuable assets to the benefit of our shareholders."
The disposal by Exxaro of its 26 percent ownership interest in Tronox Sands was originally agreed as part of the 2012 acquisition by Tronox of Exxaro's mineral sands business. The redemption price is equal to Exxaro's indirect share of the loan accounts in Tronox's South African subsidiaries, as of February 15, 2019. Tronox Sands holds intercompany loans that Exxaro held prior to the 2012 acquisition of Exxaro's mineral sands business.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-redemption-of-exxaros-26-percent-ownership-in-uk-subsidiary-300796526.html
SOURCE Tronox Limited
Article Date
2/15/2019Tronox Provides Update Regarding Pending Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., Jan. 8, 2019 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today commented on the status of its ongoing discussions with the Federal Trade Commission seeking approval of a proposed remedy related to the acquisition of the titanium dioxide (TiO2) business of The National Titanium Dioxide Company Limited (Cristal). Throughout the duration of the partial shutdown of the U.S. government, agency personnel are not allowed to work on the Tronox matter, including any further consideration of the proposed remedy, since the pending acquisition is not considered an essential matter under the agency's shutdown guidelines. In addition, existing deadlines for filing motions in the matter are extended to five business days after the shutdown ends.
"We continue to work diligently with our partners at Cristal, Tasnee and the prospective purchaser of the Ashtabula complex, INEOS Enterprises A.G., to reach a resolution with the FTC, and we remain optimistic one will be reached once discussions resume," said Jeffry N. Quinn, president and chief executive officer of Tronox.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
About INEOS
INEOS Enterprises is comprised of a portfolio of businesses manufacturing and distributing chemical products from its facilities and offices in Europe, USA, Canada, and Asia with global sales of more than €1bn. INEOS Enterprises is focused on meeting the developing needs of its customers and rapid growth both through acquisition and through investment in new manufacturing facilities/products.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Specifically, there can be no assurance that the proposed remedy transaction will be accepted by the FTC Commissioners and that our proposed acquisition of Cristal's TiO2 business will be consummated. There can also be no assurance that we will be able to complete the re-domicile transaction from Australia to the United Kingdom and that we will be able to complete the transaction with Exxaro. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 203.705.3730
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-provides-update-regarding-pending-cristal-acquisition-300775082.html
SOURCE Tronox Limited
Article Date
1/8/201912/10/2018 - Tronox Confirms Administrative Law Judge Initial Decision Regarding Pending Cristal Acquisition
Tronox Confirms Administrative Law Judge Initial Decision Regarding Pending Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., Dec. 10, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today confirmed receipt of an Initial Decision by the Federal Trade Commission's chief administrative law judge (ALJ) that the proposed acquisition of the titanium dioxide (TiO2) business of The National Titanium Dioxide Company Limited (Cristal) may substantially lessen competition for the sale of chloride-based TiO2 in North America. Tronox, Cristal and INEOS Enterprises A.G. (INEOS) will continue to work with FTC staff to advocate for the proposed remedy transaction of divesting the two-plant Ashtabula TiO2 complex to INEOS. The companies will be allowed to engage directly with the FTC Commissioners, if necessary. Pursuant to Part 3 of the FTC's rules and regulations, the parties have not yet been able to present the proposed remedy transaction directly to the FTC Commissioners.
"Although Tronox is disappointed by the ALJ's decision, we continue to believe this output-enhancing combination will benefit TiO2 consumers in the U.S. and around the world. We look forward to working with the FTC staff on the proposed remedy, and we appreciate that we are now able, if necessary, to request approval of the remedy from the FTC Commissioners," said Jeffry N. Quinn, president and chief executive officer of Tronox. "As the owner of Ashtabula, INEOS would be a strong competitor with the expertise to increase output and efficiency, bringing a new energy to the TiO2 industry in a way that would benefit consumers."
Under the Company's proposed remedy, the Ashtabula complex and all of its associated assets –research and development, sales, intellectual property and operations expertise – would be divested to INEOS and held separate during an interim period while the proposed divestiture is pending. Tronox and Cristal's North American TiO2 production assets would continue to be operated by two different companies, meaning there would be no increase in industry concentration. This would eliminate the risks of anticompetitive effects alleged in the FTC's original complaint that initiated the Part 3 proceeding. The proposed remedy transaction would preserve the rest of Tronox's global acquisition of Cristal, enabling Tronox to increase global manufacturing output and efficiency from Cristal's non-North American manufacturing assets, while entirely divesting Cristal's North American business to a new market entrant.
Regulators in eight non-U.S. jurisdictions, including the European Union, have approved Tronox's proposed acquisition of Cristal.
Quinn added, "While we advocate for the proposed remedial divestiture, we will move forward with our previously announced initiatives to enhance shareholder value: redomiciling to the United Kingdom to facilitate share repurchases and executing on our agreement to purchase Exxaro's ownership interest in our South African operations. We will also continue to demonstrate, in our operations and financial performance, the significant benefits of our vertical integration, the differentiator that gives Tronox's portfolio of pigment, feedstocks and co-products strength, despite market fluctuation."
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
About INEOS
INEOS Enterprises is comprised of a portfolio of businesses manufacturing and distributing chemical products from its facilities and offices in Europe, USA, Canada, and Asia with global sales of more than €1bn. INEOS Enterprises is focused on meeting the developing needs of its customers and rapid growth both through acquisition and through investment in new manufacturing facilities/products.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Specifically, there can be no assurance that the proposed remedy transaction will be accepted by the FTC Commissioners and that our proposed acquisition of Cristal's TiO2 business will be consummated. There can also be no assurance that we will be able to complete the re-domicile transaction from Australia to the United Kingdom and that we will be able to complete the transaction with Exxaro. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 203.705.3730
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SOURCE Tronox Limited
Article Date
12/10/2018Tronox Seeks Permission to Present Proposed Divestiture of Ashtabula Complex to FTC Commissioners as Remedy for its Pending Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., Dec. 4, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced it has filed a motion with the Honorable D. Michael Chappell, the chief administrative law judge overseeing the Part 3 administrative proceeding with respect to its proposed acquisition of the TiO2 business of The National Titanium Dioxide Company Limited (Cristal), seeking permission to present a proposed remedy transaction to the Federal Trade Commission (FTC). The motion outlines a proposed $700 million divestiture of the two-plant Ashtabula TiO2 complex to INEOS Enterprises A.G. (INEOS), a unit of INEOS, one of the world's largest chemicals companies and the 50th largest business in the world, with a focus on serving the developing needs of its customers from its 171 sites in 24 countries. Under the Company's proposed remedy, the Ashtabula complex, along with all of its associated assets – including research and development, sales, intellectual property and operations expertise – would be held separate during a short interim period while the proposed divestiture is pending.
"INEOS is an experienced and sophisticated purchaser of chemical operating assets, with dozens of successful acquisitions in the last two decades, particularly in chemical carve-out acquisitions. I believe this ideally positions the Ashtabula complex and INEOS to flourish as a stable and competitive new entrant into the TiO2 market," said Jeffry N. Quinn, president and chief executive officer of Tronox. "The proposed consent decree eliminates the competitive concerns alleged in the FTC's original complaint and it does so while providing the necessary foundation for the divested assets to be commercially successful."
Regulators in eight non-U.S. jurisdictions, including the European Union, have approved Tronox's proposed acquisition of Cristal. Approval by the FTC would allow Tronox and Cristal to close the transaction. Because the FTC took the unusual step of challenging the merger in its own administrative court, pursuant to "Part 3" of the FTC's rules and regulations, Tronox is unable to present the proposed remedy transaction to the FTC Commissioners unless consent is granted by the FTC's administrative law judge.
The motion asks the Court to make a written determination, within the five-day period provided by Rule 3.25(c), that there is a reasonable possibility of settlement and certify the proposed consent decree for the FTC Commissioners' consideration with a recommendation that the FTC Commissioners accept the proposed resolution of the case. Tronox's filing also requests that the FTC withdraw this matter from the Part 3 adjudication for the purpose of considering the proposed consent decree.
Under the proposed acquisition of the Ashtabula complex by INEOS, the competitive dynamics in North America would remain unchanged. Tronox's and Cristal's North American TiO2 production assets would continue to be operated by two different companies. There would be no increase in industry concentration, thereby eliminating the risks of anticompetitive effects alleged in the FTC's original complaint that initiated the Part 3 proceeding. The proposed remedy transaction would preserve the rest of Tronox's global acquisition of Cristal, which would enable Tronox to increase global manufacturing output and efficiency from Cristal's non-North American manufacturing assets, while entirely divesting Cristal's North American business to a new market entrant. Staff at the FTC have indicated that they would not recommend the proposed remedy transaction to the FTC Commissioners.
If the administrative law judge grants Tronox's motion, Tronox, Cristal and INEOS would be able to engage in direct discussions with the FTC Commissioners as to the merits of the proposal. The granting of the motion does not in and of itself extend the period for the administrative law judge to render his decision in the Part 3 proceeding by December 19, 2018. If the FTC grants the request to remove the matter from the Part 3 adjudication, such period would be stayed, pending the FTC Commissioners' consideration of the proposal.
Quinn added, "Our priority continues to be to close the Cristal acquisition as soon as possible so we can immediately get to the business of unlocking value for our shareholders and better serving our global customer base. I am confident this proposed remedy benefits U. S. consumers, while resolving allegations in the FTC's complaint."
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
About INEOS
INEOS Enterprises is comprised of a portfolio of businesses manufacturing and distributing chemical products from its facilities and offices in Europe, USA, Canada, and Asia with global sales of more than €1bn. INEOS Enterprises is focused on meeting the developing needs of its customers and rapid growth both through acquisition and through investment in new manufacturing facilities/products.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Specifically, there can be no assurance that consent referred to in this release will be granted by the FTC's administrative law judge pursuant to 16 C.F.R. § 3.25 (Rule 3.25) and even if such consent is granted there can be no assurance that the proposed remedy transaction will be accepted by the FTC and that our proposed acquisition of Cristal's TiO2 business will be consummated. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Tronox Media Contact: Melissa Zona
+1 636.751.4057
Tronox Investor Contact: Brennen Arndt
+1 203.705.3730
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-seeks-permission-to-present-proposed-divestiture-of-ashtabula-complex-to-ftc-commissioners-as-remedy-for-its-pending-cristal-acquisition-300760257.html
SOURCE Tronox Limited
Article Date
12/4/201811/15/2018 - Tronox Limited Declares Quarterly Dividend
Tronox Limited Declares Quarterly Dividend
Source: PR Newswire
STAMFORD, Conn., Nov. 15, 2018 /PRNewswire/ -- Tronox Limited (NYSE:TROX) announced today that its Board of Directors declared a regular quarterly cash dividend of $0.045 per share payable on December 7, 2018 to shareholders of record of the Company's Class A and Class B ordinary shares at the close of business on November 26, 2018.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.203.705.3730
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-limited-declares-quarterly-dividend-300751349.html
SOURCE Tronox Limited
Article Date
11/15/2018Tronox Announces Dates For Third Quarter Earnings Release & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., Oct. 8, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its third quarter 2018 earnings release and webcast conference call:
Earnings Release: Monday, November 5, 2018, after the market close via PR Newswire and the Tronox Limited website: tronox.com
Webcast Conference Call: Tuesday, November 6, 2018, at 10:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 2648037
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on November 6, 2018, 1:30 p.m. ET (New York), until November 12, 2018, 1:30 p.m. ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 2648037
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.203.705.3730
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-third-quarter-earnings-release--webcast-conference-call-300726949.html
SOURCE Tronox Limited
Article Date
10/8/2018Tronox Provides Update on Potential Sale of Cristal's Ashtabula, Ohio Complex
Source: PR Newswire
STAMFORD, Conn., Oct. 1, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced that the 75-day exclusivity period under its Memorandum of Understanding ("MOU") with Venator Materials PLC (NYSE: VNTR) ("Venator") has expired without the two companies agreeing on definitive terms of a potential divestiture by Tronox to Venator of the Ashtabula, Ohio, titanium dioxide ("TiO2") production complex. On July 16, 2018, Venator and Tronox announced they had entered into the MOU, which contemplated the possible sale of the Ashtabula, Ohio facility to Venator if a divestiture of the facility would be required to secure U.S. Federal Trade Commission ("FTC") approval of the Company's proposed acquisition of the TiO2 business of The National Titanium Dioxide Company Limited ("Cristal"), a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. Tronox continues to discuss the possible divestiture of the Ashtabula TiO2 complex as a settlement and potential remedy to allow completion of its acquisition of Cristal to be consummated.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-provides-update-on-potential-sale-of-cristals-ashtabula-ohio-complex-300721837.html
SOURCE Tronox Limited
Article Date
10/1/2018European Commission Issues Final Approval of Tronox's Proposed Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., Aug. 20, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced that it has received final approval from the European Commission to close its proposed acquisition of the titanium dioxide ("TiO2") business of The National Titanium Dioxide Company Limited ("Cristal"), a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. The final approval was issued following the European Commission's conclusion that Venator Materials PLC (NYSE: VNTR) ("Venator") is a suitable purchaser of Tronox's 8120 paper-laminate product grade currently supplied to European customers from Tronox's Botlek facility in the Netherlands. Divesture of this product grade was the condition set forth in the conditional approval granted to Tronox by the European Commission on July 4, 2018. Consummation of the divestiture of the 8120 paper-laminate product grade will occur following approval of the overall Cristal acquisition transaction by the U.S. regulatory authorities, which Tronox is vigorously pursuing in the U.S. District Court of the District of Columbia.
"We are pleased to receive the European Commission's final approval and look forward to consummating this highly synergistic combination designed to increase asset utilization, lower our cost position, unlock incremental product volumes to serve growing global markets, and create significant long-term value for our customers and shareholders," said Jeffry N. Quinn, president and chief executive officer of Tronox. "With the post-trial briefing in the administrative proceeding before the U.S. Federal Trade Commission and the preliminary injunction hearing in U.S. District Court recently completed, we are focused on securing approval to complete the acquisition and transforming Tronox into the industry's premier TiO2 company."
In addition to receiving final approval from the European Commission, Australia, China, New Zealand, Turkey, South Korea, Colombia and Saudi Arabia have also approved the proposed acquisition. The United States Federal Trade Commission remains the final regulatory authority reviewing the transaction.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
View original content with multimedia:http://www.prnewswire.com/news-releases/european-commission-issues-final-approval-of-tronoxs-proposed-cristal-acquisition-300699250.html
SOURCE Tronox Limited
Article Date
8/20/2018Tronox Reports Second Quarter 2018 Financial Results
Source: PR Newswire
STAMFORD, Conn., Aug. 1, 2018 /PRNewswire/ --
Second Quarter Highlights:
Cristal TiO2 acquisition:
|
1) |
Free cash flow equals cash flow provided by (used in) operating activities less capital expenditures (Non-GAAP) |
Tronox Limited (NYSE:TROX) reported revenue of $492 million for the second quarter 2018, an increase of 17 percent compared to $421 million in the second quarter 2017 and 11 percent compared to $442 million in the first quarter 2018. Income from operations of $65 million increased from $32 million in the year-ago quarter and $14 million in the prior quarter. Net income from continuing operations attributable to Tronox Limited of $36 million, or $0.29 per diluted share, increased from a net loss from continuing operations attributable to Tronox Limited of $19 million, or ($0.16) per diluted share, in the year-ago quarter and a net loss from continuing operations attributable to Tronox Limited of $44 million, or ($0.36) per diluted share in the prior quarter. Net income from continuing operations attributable to Tronox Limited in the second quarter 2018 included transaction costs primarily related to the Cristal acquisition, the release of tax valuation allowances, a share-based compensation reversal and a debt extinguishment loss that, combined, totaled $3 million or $0.02 per diluted share. Excluding these items, adjusted net income from continuing operations attributable to Tronox Limited (Non-GAAP) was $39 million, or $0.31 per diluted share. Adjusted EBITDA of $147 million increased 48 percent from $99 million in the year-ago quarter and 30 percent from $113 million in the prior quarter.
Jeffry Quinn, president and chief executive officer of Tronox said: "Our TiO2 business once again delivered strong results, posting revenue growth of 17 percent, adjusted EBITDA growth of 37 percent, an adjusted EBITDA margin of 34 percent and free cash flow of $93 million. This high level of performance clearly reflected the benefits of vertical integration with all our assets in full operation and favorable market conditions across pigment, feedstock and co-products. We continue to see balanced supply and demand and favorable market conditions across the entire value chain of our business. In pigment, we believe producers globally continue to run at high utilization rates and, though there may be transient inventory builds in some sales channels, we believe inventories, in aggregate, are at normal and not excessive levels across the industry. In addition, we are working successfully with our pigment customers on value stabilization initiatives with the intent to dampen margin volatility across the cycle. In feedstock and co-products, we see tightening supply-demand balances, particularly in zircon and high-grade feedstock. As a fully integrated producer, we expect to benefit at both feedstock and pigment levels.
Quinn continued, "The last several weeks have seen significant progress toward closing the Cristal TiO2 acquisition. We received approval from the European Commission conditional upon divestiture of a paper laminate product grade we supply from our facility in the Netherlands. We submitted to the Commission an executed definitive agreement with Venator Materials PLC to divest the paper laminate product grade and are awaiting final approval. We also entered into a binding Memorandum of Understanding with Venator for the negotiation of a definitive agreement to sell Cristal's Ashtabula, Ohio, TiO2 production complex to Venator if a divestiture of Ashtabula is required to secure final regulatory approval in the United States. This agreement enables us to vigorously defend the merits of the Cristal transaction in U.S. District Court, while ensuring we are prepared to move swiftly with a remedy transaction at a reasonable valuation if a divestiture of Ashtabula is required. We look forward to the opportunity to demonstrate at the preliminary injunction hearing in U.S. District Court, as we did in the recent Part 3 Hearing before the FTC's Administrative Law Judge, how this pro-competitive, output-enhancing combination will benefit customers throughout North America and around the world and position us to succeed in a fiercely competitive global market."
Second Quarter 2018
Tronox TiO2
TiO2 segment revenue of $492 million increased 17 percent compared to $421 million in the year-ago quarter, driven primarily by higher pigment and zircon selling prices. Foreign currency translation benefitted revenue growth by approximately 2 percent, or $8 million, due to strengthening of the Euro. Pigment sales of $354 million increased 16 percent compared to $306 million in the year-ago quarter, as average selling prices increased 17 percent (15 percent on a local currency basis) while sales volumes were 1 percent lower. Pigment selling prices were higher in all regions. Titanium feedstock and co-products sales of $123 million increased 23 percent from $100 million in the year-ago quarter, driven primarily by favorable zircon market conditions. Zircon sales of $78 million more than doubled from $38 million in the year-ago quarter, as selling prices increased 47 percent and sales volumes increased 39 percent. Pig iron sales of $20 million increased 54 percent from $13 million in the year-ago quarter, as selling prices increased 4 percent and sales volumes increased 52 percent. Feedstock and other products sales of $25 million declined from $49 million in the year-ago quarter due to the timing of shipments, as CP titanium slag sales were $4 million lower than in the year-ago quarter and there were no ilmenite sales in the second quarter compared to $11 million of ilmenite sales in the year-ago quarter.
Compared sequentially, TiO2 revenue of $492 million increased 11 percent from $442 million in the first quarter, driven primarily by higher pigment, zircon and CP titanium slag sales volumes. Pigment sales of $354 million increased 6 percent from $333 million in the prior quarter, as selling prices were level (1 percent higher on a local currency basis) and sales volumes increased 7 percent. Translation of the Euro was a $3 million headwind on pigment sales in the second quarter. Titanium feedstock and co-products sales of $123 million increased 27 percent from $97 million in the prior quarter, driven by higher zircon and CP titanium slag shipments. Zircon sales of $78 million increased 28 percent from $61 million in the first quarter, as selling prices were level and sales volumes increased 27 percent. Pig iron sales of $20 million increased 5 percent from $19 million in the prior quarter, as selling prices were 3 percent lower due to product mix and sales volumes increased 10 percent. Feedstock and other products sales of $25 million increased 47 percent from $17 million in the prior quarter, as CP titanium slag sales in the second quarter totaled $14 million compared to no sales in the prior quarter and, conversely, there were no ilmenite sales in the second quarter compared to $5 million in the prior quarter.
TiO2 adjusted EBITDA of $169 million increased 37 percent from $123 million in the year-ago quarter. Higher pigment and zircon selling prices were the primary drivers, partially offset by higher input costs which have since moderated and, to a lesser extent, unfavorable foreign exchange. Compared sequentially, TiO2 adjusted EBITDA of $169 million increased 22 percent from $138 million in the prior quarter, driven by higher pigment and zircon sales volumes and favorable foreign exchange, primarily the South African Rand. TiO2 income from operations of $108 million improved from $61 million in the year-ago quarter and $52 million in the prior quarter. TiO2 delivered free cash flow of $93 million in the second quarter, as cash provided by operating activities was $120 million and capital expenditures were $27 million.
Consolidated
Selling, general and administrative expenses were $79 million, which included $27 million of transaction costs primarily related to the Cristal acquisition, compared to $63 million in the year-ago quarter, which included $9 million of transaction costs primarily related to the Cristal acquisition, and $76 million in the prior quarter, which included $20 million related to the Cristal acquisition. Other income (expense), net, of $29 million benefited from significant foreign currency gains due to the strengthening of the U.S. dollar versus the South African Rand, compared to an expense of $3 million in the year ago quarter and an expense of $9 million in the first quarter. Interest expense of $48 million compared to $47 million in the year-ago quarter and $49 million in the prior quarter. On June 30, 2018, debt was $3,169 million and debt, net of cash and cash equivalents, was $1,477 million, including $656 million of cash restricted for the Cristal transaction. Liquidity was $2,004 million comprised of cash and cash equivalents of $1,692 million, including $656 million of restricted cash, and $312 million available under revolving credit agreements. Capital expenditures were $27 million and depreciation, depletion and amortization expense was $49 million.
Webcast Conference Call
Tronox will conduct a conference call on Thursday, August 2, 2018, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 1074658
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on August 2, 2018, at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), August 8, 2018.
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 1074658
Upcoming Conferences
During the third quarter 2018 a member of management is scheduled to present at the following conferences:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's financial results, we have disclosed in this press release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net loss attributable to Tronox and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.203.705.3730
|
TRONOX LIMITED |
||||||||||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) |
||||||||||||||
|
(UNAUDITED) |
||||||||||||||
|
(Millions of U.S. dollars, except share and per share data) |
||||||||||||||
|
Three months Ended June 30, |
Six months Ended June 30, | |||||||||||||
|
2018 |
2017 |
2018 |
2017 | |||||||||||
|
Net sales |
$ 492 |
$ 421 |
$ 934 |
$ 799 | ||||||||||
|
Cost of goods sold |
348 |
326 |
675 |
641 | ||||||||||
|
Gross profit |
144 |
95 |
259 |
158 | ||||||||||
|
Selling, general, and administrative expenses |
(79) |
(63) |
(155) |
(130) | ||||||||||
|
Restructuring |
- |
- |
- |
1 | ||||||||||
|
Impairment loss |
- |
- |
(25) |
- | ||||||||||
|
Income from operations |
65 |
32 |
79 |
29 | ||||||||||
|
Interest expense |
(48) |
(47) |
(97) |
(93) | ||||||||||
|
Interest income |
7 |
1 |
15 |
2 | ||||||||||
|
Loss on extinguishment of debt |
(30) |
- |
(30) |
- | ||||||||||
|
Other income (expense), net |
29 |
(3) |
20 |
(11) | ||||||||||
|
Income (loss) from continuing operations before income taxes |
23 |
(17) |
(13) |
(73) | ||||||||||
|
Income tax benefit |
27 |
- |
22 |
3 | ||||||||||
|
Net income (loss) from continuing operations |
50 |
(17) |
9 |
(70) | ||||||||||
|
Income from discontinued operations, net of tax |
- |
22 |
- |
37 | ||||||||||
|
Net income (loss) |
50 |
5 |
9 |
(33) | ||||||||||
|
Net income attributable to noncontrolling interest |
14 |
2 |
17 |
5 | ||||||||||
|
Net income (loss) attributable to Tronox Limited |
$ 36 |
$ 3 |
$ (8) |
$ (38) | ||||||||||
|
Net income (loss) per share, basic: |
||||||||||||||
|
Continuing operations |
$ 0.30 |
$ (0.16) |
$ (0.07) |
$ (0.63) | ||||||||||
|
Discontinued operations |
$ - |
$ 0.18 |
$ - |
$ 0.31 | ||||||||||
|
Net income (loss) per share, basic |
$ 0.30 |
$ 0.02 |
$ (0.07) |
$ (0.32) | ||||||||||
|
Net income (loss) per share, diluted: |
||||||||||||||
|
Continuing operations |
$ 0.29 |
$ (0.16) |
$ (0.07) |
$ (0.63) | ||||||||||
|
Discontinued operations |
$ - |
$ 0.18 |
$ - |
$ 0.31 | ||||||||||
|
Net income (loss) per share, diluted |
$ 0.29 |
$ 0.02 |
$ (0.07) |
$ (0.32) | ||||||||||
|
Weighted average shares outstanding, basic (in thousands) |
123,063 |
119,188 |
122,699 |
118,804 | ||||||||||
|
Weighted average shares outstanding, diluted (in thousands) |
126,716 |
124,301 |
122,699 |
118,804 | ||||||||||
|
Other Operating Data: |
||||||||||||||
|
Capital expenditures |
$ 27 |
$ 20 |
$ 55 |
$ 40 | ||||||||||
|
Depreciation, depletion and amortization expense |
$ 49 |
$ 46 |
$ 97 |
$ 91 | ||||||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||
|
2018 |
2017 |
2018 |
2017 | |||||
|
Net income (loss) attributable to Tronox Limited (U.S. GAAP) |
$ 36 |
$ 3 |
$ (8) |
$ (38) | ||||
|
Income from discontinued operations, net of tax (U.S. GAAP) |
- |
22 |
- |
37 | ||||
|
Net income (loss) from continuing operations attributable to Tronox Limited |
$ 36 |
$ (19) |
$ (8) |
$ (75) | ||||
|
Impairment loss (a) |
- |
- |
25 |
- | ||||
|
Acquisition related matters (b) |
27 |
9 |
47 |
20 | ||||
|
Restructuring (c) |
- |
- |
- |
(1) | ||||
|
Tax valuation allowance reversal (d) |
(48) |
- |
(48) |
- | ||||
|
Share-based compensation modification (e) |
(6) |
- |
(6) |
- | ||||
|
Loss on extinguishment of debt (f) |
30 |
- |
30 |
- | ||||
|
Adjusted net income (loss) from continuing operations attributable to Tronox Limited (non-U.S. GAAP) (g) |
$ 39 |
$ (10) |
$ 40 |
$ (56) | ||||
|
Diluted net income (loss) per share from continuing operations (U.S. GAAP) |
$ 0.29 |
$ (0.16) |
$ (0.07) |
$ (0.63) | ||||
|
Impairment loss, per share |
- |
- |
0.21 |
- | ||||
|
Acquisition related matters, per share |
0.21 |
0.08 |
0.39 |
0.17 | ||||
|
Restructuring, per share |
- |
- |
- |
(0.01) | ||||
|
Tax valuation allowance reversal |
(0.38) |
- |
(0.39) |
- | ||||
|
Share-based compensation modification |
(0.05) |
- |
(0.05) |
- | ||||
|
Loss on debt extinguishment, per share |
0.24 |
- |
0.24 |
- | ||||
|
Diluted adjusted net income (loss) from continuing operations per share attributable to Tronox Limited (non-U.S. GAAP) |
$ 0.31 |
$ (0.08) |
$ 0.33 |
$ (0.47) | ||||
|
Weighted average shares outstanding, diluted (in thousands) |
126,716 |
124,301 |
122,699 |
118,804 | ||||
|
(a) |
Represents a pre-tax charge for the impairment and expected loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(b) |
Represents transaction costs primarily associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(c) |
Represents the reversal of restructuring expense pursuant to the settlement of claims previously filed relating to a prior restructure which was recorded in "Restructuring" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(d) |
Represents the reversal of the tax valuation allowance attributable to our operating subsidiary in the Netherlands. |
||||||||
|
(e) |
Represents the reversal of previously recorded expense related to the modification of the Integration Incentive Award. |
||||||||
|
(f) |
Represents debt extinguishment costs of $30 million including a call premium of $22 million associated with the issuance of the 2026 Senior Notes and redemption of our Senior Notes due 2022. | ||||||||
|
(g) |
No income tax impact given full valuation allowance. | ||||||||
|
TRONOX LIMITED | ||||||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
June 30, |
December 31 | |||||||
|
2018 |
2017 | |||||||
|
ASSETS |
||||||||
|
Current Assets |
||||||||
|
Cash and cash equivalents |
$ 1,036 |
$ 1,116 | ||||||
|
Restricted cash |
656 |
653 | ||||||
|
Accounts receivable, net of allowance for doubtful accounts |
341 |
329 | ||||||
|
Inventories, net |
451 |
473 | ||||||
|
Prepaid and other assets |
81 |
60 | ||||||
|
Income taxes receivable |
8 |
8 | ||||||
|
Assets held for sale |
32 |
- | ||||||
|
Total current assets |
2,605 |
2,639 | ||||||
|
Noncurrent Assets |
||||||||
|
Property, plant and equipment, net |
1,033 |
1,115 | ||||||
|
Mineral leaseholds, net |
828 |
885 | ||||||
|
Intangible assets, net |
188 |
198 | ||||||
|
Inventories, net |
- |
3 | ||||||
|
Deferred tax assets |
43 |
1 | ||||||
|
Other long-term assets |
36 |
23 | ||||||
|
Total assets |
$ 4,733 |
$ 4,864 | ||||||
|
LIABILITIES AND EQUITY |
||||||||
|
Current Liabilities |
||||||||
|
Accounts payable |
$ 131 |
$ 165 | ||||||
|
Accrued liabilities |
165 |
163 | ||||||
|
Long-term debt due within one year |
22 |
22 | ||||||
|
Income taxes payable |
9 |
3 | ||||||
|
Liabilities held for sale |
8 |
- | ||||||
|
Total current liabilities |
335 |
353 | ||||||
|
Noncurrent Liabilities |
||||||||
|
Long-term debt, net |
3,147 |
3,125 | ||||||
|
Pension and postretirement healthcare benefits |
94 |
103 | ||||||
|
Asset retirement obligations |
76 |
79 | ||||||
|
Long-term deferred tax liabilities |
165 |
171 | ||||||
|
Other long-term liabilities |
19 |
18 | ||||||
|
Total liabilities |
3,836 |
3,849 | ||||||
|
Commitments and Contingencies |
||||||||
|
Shareholders' Equity |
||||||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 94,251,907 shares issued and 94,170,451 shares outstanding at June 30, 2018 and 92,717,935 shares issued and 92,541,463 shares outstanding at December 31, 2017 |
1 |
1 | ||||||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 28,729,280 shares issued and outstanding at June 30, 2018 and December 31, 2017. |
- |
- | ||||||
|
Capital in excess of par value |
1,567 |
1,558 | ||||||
|
Accumulated deficit |
(347) |
(327) | ||||||
|
Accumulated other comprehensive loss |
(496) |
(403) | ||||||
|
Total Tronox Limited shareholders' equity |
725 |
829 | ||||||
|
Noncontrolling interest |
172 |
186 | ||||||
|
Total equity |
897 |
1,015 | ||||||
|
Total liabilities and equity |
$ 4,733 |
$ 4,864 | ||||||
|
TRONOX LIMITED | |||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Six Months Ended June 30, | |||
|
2018 |
2017 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net income (loss) |
$ 9 |
$ (33) | |
|
Income from discontinued operations, net of tax |
- |
37 | |
|
Net income (loss) from continuing operations |
$ 9 |
$ (70) | |
|
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities, continuing operations: |
|||
|
Depreciation, depletion and amortization |
97 |
91 | |
|
Deferred income taxes |
(30) |
2 | |
|
Share-based compensation expense |
9 |
21 | |
|
Amortization of deferred debt issuance costs and discount on debt |
7 |
6 | |
|
Pension and postretirement healthcare benefit expense |
1 |
1 | |
|
Loss on debt extinguishment |
30 |
- | |
|
Impairment loss |
25 |
- | |
|
Other non-cash affecting net loss |
3 |
6 | |
|
Contributions to employee pension and postretirement plans |
(11) |
(9) | |
|
Changes in assets and liabilities: |
|||
|
Increase in accounts receivable, net |
(33) |
(35) | |
|
(Increase) decrease in inventories, net |
(14) |
36 | |
|
Increase in prepaid and other assets |
(27) |
(9) | |
|
(Decrease) increase in accounts payable and accrued liabilities |
(37) |
10 | |
|
Increase (decrease) in income taxes payable |
6 |
(6) | |
|
Other,net |
(4) |
1 | |
|
Cash provided by operating activities, continuing operations |
31 |
45 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(55) |
(40) | |
|
Loan to Advanced Metal Industries Cluster Company Limited |
(14) |
- | |
|
Cash used in investing activities, continuing operations |
(69) |
(40) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of long-term debt |
(595) |
(8) | |
|
Proceeds from long-term debt |
615 |
- | |
|
Call premium paid |
(22) |
- | |
|
Debt issuance costs |
(10) |
- | |
|
Proceeds from the exercise of options and warrants |
6 |
- | |
|
Dividends paid |
(12) |
(12) | |
|
Restricted stock and performance-based shares settled in cash for withholding taxes |
(6) |
(11) | |
|
Cash used in financing activities, continuing operations |
(24) |
(31) | |
|
Discontinued Operations: |
|||
|
Cash provided by operating activities |
- |
91 | |
|
Cash used in investing activities |
- |
(16) | |
|
Net cash flows provided by discontinued operations |
- |
75 | |
|
Effects of exchange rate changes on cash, cash equivalents and restricted cash |
(15) |
5 | |
|
Net (decrease) increase in cash and cash equivalents |
(77) |
54 | |
|
Cash, cash equivalents and restricted cash at beginning of period |
1,769 |
251 | |
|
Cash, cash equivalents and restricted cash at end of period, continuing operations |
$1,692 |
$305 | |
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||
|
2018 |
2017 |
2018 |
2017 | |||||
|
Net income (loss) (U.S. GAAP) |
$ 50 |
$ 5 |
$ 9 |
$ (33) | ||||
|
Income from discontinued operations, net of tax (U.S. GAAP) |
- |
22 |
- |
37 | ||||
|
Net income (loss) from continuing operations (U.S. GAAP) |
50 |
(17) |
9 |
(70) | ||||
|
Interest expense |
48 |
47 |
97 |
93 | ||||
|
Interest income |
(7) |
(1) |
(15) |
(2) | ||||
|
Income tax benefit |
(27) |
- |
(22) |
(3) | ||||
|
Depreciation, depletion and amortization expense |
49 |
46 |
97 |
91 | ||||
|
EBITDA (non-U.S. GAAP) |
113 |
75 |
166 |
109 | ||||
|
Impairment loss (a) |
- |
- |
25 |
- | ||||
|
Share-based compensation (b) |
2 |
8 |
9 |
21 | ||||
|
Transaction costs (c) |
27 |
9 |
47 |
20 | ||||
|
Restructuring (d) |
- |
- |
- |
(1) | ||||
|
Loss on extinguishment of debt (e) |
30 |
- |
30 |
- | ||||
|
Foreign currency remeasurement (f) |
(30) |
3 |
(24) |
6 | ||||
|
Other items (g) |
5 |
4 |
7 |
7 | ||||
|
Adjusted EBITDA (non-U.S. GAAP) (h) |
$147 |
$ 99 |
$260 |
$162 | ||||
|
(a) |
Represents a pre-tax charge for the impairment and expected loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in "Impairment loss" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(b) |
Represents non-cash share-based compensation. |
|||||||
|
(c) |
Represents transaction costs primarily associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(d) |
Represents the reversal of restructuring expense pursuant to the settlement of claims previously filed relating to a prior restructure which was recorded in "Restructuring" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(e) |
Represents debt extinguishment costs of $30 million including a call premium of $22 million associated with the issuance of the 2026 Senior Notes and redemption of our Senior Notes due 2022. | |||||||
|
(f) |
Represents foreign currency remeasurement comprised of all unrealized gains and losses as well as realized gains or losses associated with nonfunctional currency intercompany receivables and payables and related derivative instruments. These amounts are included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(g) |
Includes non-cash pension and postretirement costs, severance expense, accretion expense and other items included in "Selling, general and administrative expenses", "Cost of goods sold" and "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(h) |
No income tax impact given full valuation allowance. |
|||||||
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
OPERATING INCOME AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
AND | ||||||||
|
FREE CASH FLOW (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
The following table reconciles income from operations: | ||||||||
|
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||
|
2018 |
2017 |
2018 |
2017 | |||||
|
TiO2segment |
$ 108 |
$ 61 |
$ 160 |
$ 93 | ||||
|
Unallocated Corporate |
(43) |
(29) |
(81) |
(64) | ||||
|
Income from operations (U.S. GAAP) |
$ 65 |
$ 32 |
$ 79 |
$ 29 | ||||
|
The following table provides Adjusted EBITDA for TiO2segment and Corporate for the periods presented: |
||||||||
|
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||
|
2018 |
2017 |
2018 |
2017 | |||||
|
TiO2segment |
$ 169 |
$ 123 |
$ 307 |
$ 208 | ||||
|
Unallocated Corporate |
(22) |
(24) |
(47) |
(46) | ||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 147 |
$ 99 |
$ 260 |
$ 162 | ||||
|
Adjusted EBITDA as a % of Net Sales (non-U.S. GAAP) |
30% |
24% |
28% |
20% | ||||
|
TiO2Adjusted EBITDA as a % of Net Sales (non-U.S. GAAP) |
34% |
29% |
33% |
26% | ||||
|
The following table provides a reconciliation of TiO2income from operations to Adjusted EBITDA for our TiO2segment: |
||||||||
|
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||
|
2018 |
2017 |
2018 |
2017 | |||||
|
TiO2segment operating income (U.S. GAAP) |
$ 108 |
$ 61 |
$ 160 |
$ 93 | ||||
|
Depreciation, depletion and amortization expense |
47 |
44 |
94 |
88 | ||||
|
Other income (expense), net |
29 |
(3) |
23 |
(49) | ||||
|
EBITDA (non-U.S. GAAP) |
184 |
102 |
277 |
132 | ||||
|
Nonrecurring and other items |
(15) |
21 |
30 |
76 | ||||
|
TiO2segment Adjusted EBITDA (non-U.S. GAAP) |
$ 169 |
$ 123 |
$ 307 |
$ 208 | ||||
|
The following table reconciles Cash provided by (used in) operating activities, continuing operations, the comparable measure for segment reporting under U.S. GAAP, to free cash flow by segment for the periods presented: | ||||||||
|
Three Months Ended June 30, 2018 |
Six Months Ended June 30, 2018 | |||||||
|
TiO2 |
Corporate |
Consolidated |
TiO2 |
Corporate |
Consolidated | |||
|
Cash provided by (used in) operating activities, continuing operations |
$ 120 |
$ (85) |
$ 35 |
$ 199 |
$ (168) |
$ 31 | ||
|
Capital expenditures |
(27) |
- |
(27) |
(54) |
(1) |
(55) | ||
|
Free cash flow (non-U.S. GAAP) |
$ 93 |
$ (85) |
$ 8 |
$ 145 |
$ (169) |
$ (24) | ||
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-reports-second-quarter-2018-financial-results-300690596.html
SOURCE Tronox Limited
Article Date
8/1/20187/16/2018 - Tronox Submits Definitive Agreement to the European Commission Required for Approval of Cristal Acquisition
Tronox Submits Definitive Agreement to the European Commission Required for Approval of Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., July 16, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced it has submitted to the European Commission definitive agreements with Venator Materials PLC (NYSE: VNTR) ("Venator") to divest its 8120 paper-laminate product grade currently supplied to European customers from Tronox's Botlek facility in the Netherlands. Divesture of this product grade is the condition set forth in the conditional approval granted to Tronox by the European Commission on July 4, 2018, with respect to Tronox's proposed acquisition of the titanium dioxide ("TiO2") business of The National Titanium Dioxide Company Limited ("Cristal"), a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. If the European Commission approves the definitive agreement, the European Commission's approval of the Cristal transaction will be final.
In addition, Tronox entered into a binding Memorandum of Understanding ("MOU") with Venator providing for the negotiation of a definitive agreement to sell Cristal's Ashtabula, Ohio, two-plant TiO2 production complex to Venator if a divestiture of Ashtabula is required to consummate the Cristal acquisition. The MOU grants Venator exclusivity for a period of 75 days to negotiate a definitive agreement for the sale of the Ashtabula complex, while Tronox continues to vigorously defend the merits of the transaction in a preliminary injunction hearing in U.S. District Court. Basic terms of the MOU contemplate that the definitive agreements will include:
Tronox has agreed to pay Venator a $75 million break fee if Tronox is able to consummate the Cristal transaction without divesting Ashtabula to Venator and the paper-laminate grade divestiture is completed to obtain final European Commission approval. The divestiture of Ashtabula would be subject to customary conditions, including regulatory approvals.
On July 10, 2018, the FTC filed a complaint against Tronox with the U.S. District Court in the District of Columbia alleging that Tronox's pending acquisition of the TiO2 business of Cristal would violate antitrust laws by significantly reducing competition in the North American market for chloride-process TiO2. Tronox believes the FTC's allegations are substantively wrong, and the lawsuit is the latest in a series of unprecedented procedural tactics employed by the FTC in an attempt to prevent the Company from completing the acquisition of Cristal within a reasonable timeframe.
"The Memorandum of Understanding with Venator enables Tronox to vigorously defend the merits of the Cristal transaction in U.S. District Court, while ensuring we are prepared to move swiftly with a remedy transaction at a reasonable valuation if the Ashtabula divestiture is required," said Jeffry N. Quinn, president and chief executive officer of Tronox. "We believe the Venator MOU, together with the filing of the 8120 divestiture agreements with the European Commission, demonstrates our commitment to completing the Cristal transaction and preserving shareholder value."
Quinn added, "Tronox welcomes the opportunity to demonstrate in District Court, as it did in the recent Part 3 Hearing before the FTC's Administrative Law Judge, how the pro-competitive, output-enhancing combination will benefit customers throughout North America and around the world."
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-submits-definitive-agreement-to-the-european-commission-required-for-approval-of-cristal-acquisition-300681121.html
SOURCE Tronox Limited
Article Date
7/16/2018Tronox Responds to Complaint from the U.S. Federal Trade Commission
Source: PR Newswire
STAMFORD, Conn., July 10, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, has received notice that the U.S. Federal Trade Commission ("FTC") has filed a complaint today against Tronox in the U.S. District Court in the District of Columbia. The complaint alleges that Tronox's pending acquisition of the titanium dioxide ("TiO2") business of Cristal would violate antitrust laws by significantly reducing competition in the North American market for chloride-process TiO2. Tronox has made repeated attempts to prompt this action by the FTC, which allows for the legality of the proposed acquisition to be decided expeditiously on its merits. It also provides the Company a forum to demonstrate how the proposed acquisition enhances the Company's competitiveness on a global scale. The FTC's decision to file a complaint against Tronox follows closely upon the receipt of conditional approval from the European Commission ("EC") for the Cristal acquisition. The EC's approval is conditional only on Tronox divesting a paper-laminate grade of TiO2, which Tronox is expeditiously seeking to complete.
"This output-enhancing acquisition positions Tronox to become a leading TiO2 producer capable of succeeding in a fiercely competitive global market," said Jeffry N. Quinn, president and chief executive officer of Tronox. "For months, we have urged the FTC to follow its ordinary procedure to determine the merits of the acquisition, the same procedure the Department of Justice uses for challenging unconsummated acquisitions and mergers. Instead, the FTC chose to challenge our transaction in a Part 3 Procedure before the FTC's Administrative Law Judge, which would not result in a timely decision. Even so, during the Part 3 Procedure, I believe we convincingly demonstrated that the FTC's objections to the Cristal transaction are entirely misplaced and that the transaction will benefit consumers through significantly increased production of TiO2 and efficiencies arising from our post-merger increased vertical integration. We now look forward to our long-awaited day in court and the opportunity to demonstrate how this transaction will benefit customers throughout North America and around the world."
The transaction's compelling economic rationale rests on the combined company's ability to capture significant synergies and increase production, enabling it to better compete with global market leaders and lower-cost Chinese producers that continue to increase their presence in the global market, including North America.
Tronox first filed its Hart-Scott-Rodino notification form on March 14, 2017. The waiting period has been extended several times by agreement of the parties, including after the Company had fully complied with the FTC's Second Request. Tronox has fully and completely cooperated with the FTC, diligently responding to all questions and information requests, including producing more than one million pages of documents for its review.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
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SOURCE Tronox Limited
Article Date
7/10/2018Tronox Announces Dates For Second Quarter Earnings Release & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., July 9, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its second quarter 2018 earnings release and webcast conference call:
Earnings Release: Tuesday, August 7, 2018, after the market close via PR Newswire and the Tronox Limited website: tronox.com
Webcast Conference Call: Wednesday, August 8, 2018, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 1074658
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on August 8, 2018, at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), August 14, 2018.
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 1074658
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.203.705.3730
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-second-quarter-earnings-release--webcast-conference-call-300677852.html
SOURCE Tronox Limited
Article Date
7/9/2018Tronox Receives European Commission Conditional Approval of Proposed Cristal Acquisition
Source: PR Newswire
STAMFORD, Conn., July 4, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced that it has received conditional approval from the European Commission for its proposed acquisition of the titanium dioxide ("TiO2") business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. The approval is contingent upon the divestiture of the paper-laminate product grade currently supplied to European customers from the Company's Botlek facility in the Netherlands. Tronox is working expeditiously to submit to the Commission a definitive agreement with a counterparty for the divestiture to satisfy the remedial requirement.
"Given our ability to meet the European Commission's narrow condition, I anticipate we will quickly receive final approval of the proposed remedy. It is our intent to proceed immediately to closing the Cristal acquisition as soon as we receive final approval from the European authorities," said Jeffry N. Quinn, president and chief executive officer of Tronox. "We see no reason to further delay this highly synergistic combination that is designed to increase asset utilization, lower our cost position, unlock incremental product volumes to serve growing global markets and create significant long-term value for our customers and shareholders."
In addition to approval from the European Commission, Australia, China, New Zealand, Turkey, South Korea, Colombia and Saudi Arabia have also approved the proposed acquisition. The United States Federal Trade Commission remains the final regulatory authority reviewing the transaction.
Quinn added, "We intend to close this output-enhancing transaction that positions our U.S.-based company to become a leading TiO2 producer, capable of succeeding in a fiercely competitive global market. We look forward to completing the acquisition and focusing our attention on transforming Tronox into the industry's premier TiO2 company."
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
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SOURCE Tronox Limited
Article Date
7/4/2018Tronox Names Jeffrey N. Neuman Senior Vice President, Secretary and General Counsel
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., April 4, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced it has named Jeffrey N. Neuman senior vice president, corporate secretary and general counsel, effective April 5, 2018. Neuman replaces Richard L. Muglia, who has announced his retirement from the Company, effective May 31, 2018. Muglia will remain with the Company in an advisory role until his retirement date.
"Jeff's legal experience and business acumen will make him a valuable member of our executive management team," said Jeffry N. Quinn, president and chief executive officer of Tronox. "His record of accomplishment with a highly regarded global company in the areas of corporate law, governance, capital markets, transactions and legal function management make him extremely well qualified to serve as our next general counsel."
"I appreciate the years Rich Muglia has dedicated to Tronox and wish him the best in his retirement," Quinn added. "He has been a trusted advisor to the executive management team and board of directors during a time of transformation and challenge."
Neuman most recently served as vice president, corporate secretary and deputy general counsel of Honeywell International Inc. In that capacity, he oversaw many aspects of Honeywell's corporate law department, including corporate governance, SEC and NYSE compliance, shareholder relations, corporate transactions, including mergers and acquisitions, treasury operations, and company-wide intellectual property and trademark functions. Neuman joined Honeywell in 2002, and during his time there held various roles of increasing responsibility. Earlier in his career, he worked as an M&A attorney with the New York law firm of Davis Polk & Wardwell. Prior to becoming an attorney, Neuman was an investment banker at Merrill Lynch.
Neuman earned his Bachelor of Arts in history from Wesleyan University, a Master of Arts in regional studies of East Asia from Harvard University and a Juris Doctorate from Northwestern University School of Law.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Media Contact: Melissa Zona
Direct: +1 636.751.4057
Investor Contact: Brennen Arndt
Direct: +1 203.705.3730
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SOURCE Tronox Limited
Article Date
4/4/20183/27/2018 - Tronox Announces Offering of $615 Million Aggregate Principal Amount of 6.50 Percent Senior Notes
Tronox Announces Offering of $615 Million Aggregate Principal Amount of 6.50 Percent Senior Notes
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., March 27, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX; the "Company") today announced that Tronox Incorporated (the "Issuer"), a wholly owned subsidiary of the Company, has priced its offering of $615 million aggregate principal amount of 6.50 percent Senior Notes due 2026 (the "Notes"). The offering was made to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The closing of the offering is anticipated to take place on or about April 6, 2018, subject to customary closing conditions.
The Notes were offered at par and will bear interest semiannually at a rate equal to 6.50 percent. The Notes will be fully and unconditionally guaranteed on a senior, unsecured basis by Tronox Limited and certain of its subsidiaries.
The proceeds of the offering are expected to be used to fund the redemption of the approximately $584 million aggregate principal amount of 7.50 percent senior notes due 2022 issued by Tronox Finance LLC.
The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon management's current beliefs and expectations and are subject to uncertainty and changes in circumstances and contain words such as "believe," "intended," "expect," and "anticipate," and include statements about expectations for future results.
The forward-looking statements involve risks that may affect the Company's operations, markets, products, services, prices and other risk factors discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017. Significant risks and uncertainties may relate to, but are not limited to, the risk that the transaction (the "Cristal Transaction") contemplated by the transaction agreement, by and among the Company, The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (as amended, the "Amended Transaction Agreement") will not close, including by failure to obtain any necessary financing or the failure to satisfy other closing conditions under the Amended Transaction Agreement or by the termination of the Amended Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction. Neither the Company's investors and securityholders nor any other person should place undue reliance on these forward-looking statements. Unless otherwise required by applicable laws, the Company undertakes no obligations to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: Melissa Zona
Direct: +1 636.751.4057
Investor Contact: Brennen Arndt
Direct: +1 203.705.3730
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SOURCE Tronox Limited
Article Date
3/27/2018Tronox Enters into Purchase Agreement to Sell Electrolytic Operations
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., March 21, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced Tronox LLC, its indirect wholly owned subsidiary, has entered into a purchase agreement with EMD Acquisition LLC to sell certain assets and liabilities of its Electrolytic Operations based in Henderson, Nev. for $13 million in cash, subject to certain working capital adjustments. The transaction is subject to customary closing conditions and expected to close mid-2018.
"As we focus on our evolution into a leading global producer of titanium dioxide, we are pleased to find a long-term investor to purchase this non-core business," said Jeffry N. Quinn, president and chief executive officer of Tronox.
SunTrust Robinson Humphrey, Inc. acted as the Company's financial advisor for the transaction.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper and other everyday products. For more information, visit tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
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SOURCE Tronox Limited
Article Date
3/21/2018Tronox Receives Statement of Objections from the European Commission Regarding the Cristal TiO2 Acquisition Agreement
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., March 20, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced it has received a Statement of Objections from the European Commission (the "Commission") regarding the previously announced agreement to acquire the titanium dioxide ("TiO2") business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. The Statement of Objections reflects the preliminary assessment of the Commission and does not prejudge the outcome of the investigation and/or the need to offer any particular remedy. Tronox must respond to the Statement of Objections by early April 2018.
"The Statement of Objections further details and clarifies the Commission's position, and receipt of it establishes a defined framework to move forward," said Jeffry N. Quinn, president and chief executive officer of Tronox. "We continue in constructive dialogue and I am confident we can determine an appropriate and proportionate resolution to any valid concerns of the Commission."
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
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SOURCE Tronox Limited
Article Date
3/20/2018Tronox Announces Extension to Cristal TiO2 Acquisition Agreement
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., March 1, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced the parties have agreed to an extension of the previously announced agreement to acquire the titanium dioxide ("TiO2") business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. Pursuant to the amendment, the parties agreed to extend the end date for the transaction from May 21, 2018 to June 30, 2018 with automatic three-month extensions until March 31, 2019, if necessary based on the status of outstanding regulatory approvals. Tronox paid no extension fee for the amendment and has the right to terminate the agreement if it determines regulatory approval of the transaction is not reasonably likely to be obtained, with no fee payable for such a termination of the agreement prior to January 1, 2019. However, Tronox would be required to pay a termination fee of $60 million if either party terminates the agreement on or after March 31, 2019 due to failure to obtain regulatory approval or Tronox terminates the agreement after December 31, 2018 if it determines regulatory approval is not likely to be obtained.
"The extension reflects the commitment of Tronox, Cristal, and its parent company, Tasnee, to this transaction. Although we do not anticipate needing the full extension to consummate the transaction, the amendment provides adequate time to optimize the outcome for the benefit of our collective stakeholders -- our shareholders, customers and employees," said Jeffry N. Quinn, president and chief executive officer of Tronox. "This is a highly synergistic transaction that will lower our cost position and increase supply. While this amendment provides more time for the competition-enhancing nature of this transaction to be determined on its merits, our goal remains to consummate the transaction as quickly as possible. We will continue to work with regulatory authorities in the United States and Europe to find an appropriate and proportionate resolution to any valid concerns."
Webcast/Conference Call
Tronox will discuss the amended agreement as part of its previously announced fourth-quarter and full-year 2017 earnings webcast conference call scheduled for today, Thursday, March 1, 2018, at 8:30 a.m. Eastern Time (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 1097888
Conference Call Presentation Slides will be used during the conference call and are available on the Company's website: tronox.com
Conference Call Replay will be available via the internet and telephone beginning today, March 1, 2018 at 11:30 a.m. Eastern Time (New York), until 11:30 p.m. Eastern Time (New York), March 7, 2018.
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 1097888
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Media Contact: Melissa Zona
+1 636.751.4057
Investor Contact: Brennen Arndt
+1 203.705.3730
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SOURCE Tronox Limited
Article Date
3/1/2018Tronox Reports Fourth Quarter and Full Year 2017 Financial Results
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., March 1, 2018 /PRNewswire/ -- Tronox Limited (NYSE:TROX) reported revenue of $464 million for the fourth quarter 2017, up 32 percent from $352 million in the year-ago quarter and up 7 percent from $435 million in the prior quarter. Income from operations of $60 million increased from $1 million in the year-ago quarter and $51 million in the prior quarter. Net income from continuing operations attributable to Tronox Limited was breakeven, or $0.00 per diluted share, compared to net income from continuing operations attributable to Tronox Limited of $97 million, or $0.81 per diluted share, in the year-ago quarter, which included a corporate reorganization tax benefit and restructuring benefit of $138 million, or $1.14 per diluted share, and a net loss from continuing operations attributable to Tronox Limited of $31 million, or ($0.26) per diluted share in the prior quarter. Net income from continuing operations attributable to Tronox Limited in the fourth quarter included Cristal acquisition-related expenses of $15 million. Excluding acquisition expenses, adjusted net income from continuing operations attributable to Tronox Limited (Non-GAAP) was $15 million, or $0.12 per diluted share. Adjusted EBITDA of $135 million increased 125 percent compared to $60 million in the year-ago quarter and 10 percent compared to $123 million in the prior quarter.
The Board of Directors declared a quarterly dividend of $0.045 per share payable on March 26, 2018, to shareholders of record of the company's Class A and Class B ordinary shares at the close of business on March 12, 2018.
Jeffry Quinn, president and chief executive officer of Tronox, said: "The fourth quarter provided a strong finish to a very successful year for us strategically, financially and operationally. We continued to build on the momentum generated in earlier quarters – momentum that we see continuing in 2018. Our TiO2 business delivered robust performance in the quarter, posting revenue growth of 32 percent, a more than five-fold increase in income from operations, adjusted EBITDA growth of 95 percent and an adjusted EBITDA margin of 34 percent. This high level of performance clearly reflects the benefits of our vertical integration, as both our pigment and mineral sands operations delivered strong revenue and profit growth. Our results also reflect the extraordinary work by our global TiO2 team to reduce costs through the successful implementation of their Operational Excellence program. We are confident that 2018 will be another year of strong performance and a transformational one for us as we look forward to closing the Cristal TiO2 acquisition and unlocking for our shareholders the significant value inherent in the combination."
Fourth Quarter 2017
Tronox TiO2
TiO2 segment revenue of $464 million increased 32 percent compared to $352 million in the year-ago quarter, driven primarily by higher selling prices for pigment, zircon and pig iron. Pigment sales of $316 million increased 28 percent compared to $246 million in the year-ago quarter, as sales volumes increased 2 percent and average selling prices increased 26 percent (23 percent on a local currency basis). Pigment selling prices were higher in all regions. Titanium feedstock and co-products sales of $133 million increased 45 percent from $92 million in the year-ago quarter, as sales volume gains and higher selling prices were broad-based. Zircon sales volumes were 4 percent lower while selling prices increased 38 percent. Natural rutile sales benefited from 15 percent higher sales volumes and 10 percent higher selling prices. Pig iron sales volumes increased 87 percent and selling prices increased 32 percent. CP titanium slag sales volumes and selling prices were essentially level compared to the year-ago quarter. Ilmenite sales volumes increased 33 percent while selling prices were 14 percent lower due to product mix.
Compared sequentially, TiO2 segment revenue of $464 million increased 7 percent versus $435 million in the prior quarter, driven by sales volume increases for zircon, natural rutile, pig iron and ilmenite, coupled with higher pigment, zircon and natural rutile selling prices. Pigment sales of $316 million were essentially level to $317 million in the seasonally stronger third quarter. Sales volumes were 5 percent lower, reflecting a normal seasonally lighter fourth quarter, while selling prices increased 5 percent (5 percent on a local currency basis). Selling prices were higher in all regions. Titanium feedstock and co-products sales of $133 million increased 23 percent from $108 million in the third quarter, driven by broad-based sales volume gains and higher selling prices. Zircon sales volumes increased 10 percent and selling prices increased 16 percent. Natural rutile sales volumes increased 15 percent and selling prices increased 10 percent. Pig iron sales volumes increased 19 percent while selling prices were 6 percent lower. Sales volumes for CP titanium slag were level to the third quarter and selling prices increased 6 percent. Ilmenite sales volumes increased 37 percent while selling prices were 9 percent lower due to product mix.
TiO2 segment adjusted EBITDA of $156 million increased 95 percent from $80 million in the year-ago quarter, driven by higher sales for pigment, zircon, natural rutile and pig iron, coupled with the benefit of higher production efficiency across our integrated operations. Compared sequentially, segment adjusted EBITDA of $156 million improved by 15 percent from $136 million in the prior quarter, driven by higher pigment selling prices, as well as higher sales volumes and selling prices for zircon and natural rutile. TiO2 segment income from operations of $93 million increased from $18 million in the year-ago quarter and $75 million in the prior quarter. TiO2 delivered free cash flow of $68 million in the fourth quarter, as cash provided by operating activities was $96 million and capital expenditures were $28 million.
Corporate
Corporate loss from operations was $33 million, compared to a loss from operations of $17 million in the year-ago quarter and a loss from operations of $24 million in the prior quarter. The loss from operations in the fourth quarter included expenses of $15 million related to the Cristal acquisition. Corporate adjusted EBITDA of ($21) million compared to ($20) million in the year-ago quarter and ($13) million in the prior quarter which reflects the impact of reclassifying $5 million of Alkali transactional costs to discontinued operations. Corporate cash used in operations was $24 million.
Consolidated
Selling, general and administrative expenses were $65 million, which included $15 million related to the Cristal acquisition, compared to $54 million in the year-ago quarter and $55 million in the prior quarter. Interest and debt expense of $48 million compared to $47 million in the year-ago quarter and $47 million in the prior quarter. On December 31, 2017, gross consolidated debt was $3,147 million, and debt net of cash and cash equivalents was $1,381 million, including $650 million of cash restricted for the Cristal transaction. Liquidity was $2,059 million comprised of cash and cash equivalents of $1,766 million, including the $650 million of restricted cash, and $293 million available under revolving credit agreements. Capital expenditures were $28 million and depreciation, depletion and amortization expense was $46 million.
Full Year 2017
Revenue of $1,698 million increased 30 percent from $1,309 million in 2016. Income from operations of $138 million improved significantly from a loss from operations of ($56) million in the prior year. Net loss from continuing operations attributable to Tronox Limited of $106 million, or ($0.89) per diluted share, which included Cristal acquisition-related expenses, restructuring income and a loss on the extinguishment of debt of $75 million, or $0.62 per diluted share, compared to a net loss from continuing operations attributable to Tronox Limited of $140 million, or ($1.20) per diluted share, which included a corporate reorganization tax benefit, restructuring expense and a gain on the extinguishment of debt of $110 million, or $0.94 per diluted share, in the prior year. Adjusted net loss from continuing operations attributable to Tronox Limited of $31 million, or ($0.27) per diluted share improved from an adjusted net loss from continuing operations attributable to Tronox Limited of $250 million, or ($2.14) per diluted share, in the prior year. Adjusted EBITDA of $420 million increased 153 percent compared to adjusted EBITDA of $166 million in prior year.
Tronox TiO2
TiO2 segment revenue of $1,698 million increased 30 percent compared to $1,309 million in the prior year, driven by higher sales for pigment and all titanium feedstock and co-products. Pigment sales volumes increased 4 percent and selling prices increased 20 percent. Selling prices were higher in all regions. Titanium feedstock and co-products sales volumes increased 40 percent and selling prices increased 9 percent. Income from operations of $261 million improved significantly from income from operations of $6 million in the prior year. Adjusted EBITDA of $500 million increased 112 percent from $236 million in the prior year. With cash provided by operating activities of $434 million and capital expenditures of $89 million, TiO2 delivered free cash flow of $345 million.
Corporate
Corporate loss from operations was $123 million, compared to a loss from operations of $62 million in the prior year. Corporate loss from operations included Cristal acquisition-related expenses of $48 million. Corporate adjusted EBITDA was ($80) million compared to adjusted EBITDA of ($70) million in the prior year.
Consolidated
Selling, general and administrative expenses for the year were $251 million compared to $189 million in the prior year. Selling, general and administrative expenses included Cristal acquisition-related expenses of $48 million. Interest and debt expense of $188 million compared to $185 million last year. Capital expenditures for the year were $91 million compared to $86 million in the prior year. Depreciation, depletion and amortization expense was $182 million compared to $177 million in the prior year.
Webcast Conference Call
Tronox will conduct a conference call today, Thursday, March 1, 2018, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 1097888
Conference Call Presentation Slides will be used during the conference call and are available on our website: http://www.tronox.com
Webcast Conference Call Replay: Available via the internet and telephone beginning today, March 1, 2018, at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), March 7, 2018.
Internet Replay: http://www.tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 1097888
Upcoming Conferences
During the first quarter 2018, a member of management is scheduled to present at the following conference:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Form 10-Q for the periods ended June 30, 2017 and September 30, 2017, and our Annual Report on Form 10-K for the year ended December 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different from non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.203.705.3730
|
TRONOX LIMITED | ||||||||||
|
CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | ||||||||||
|
(UNAUDITED) | ||||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||||
|
Three Months Ended |
Year Ended | |||||||||
|
2017 |
2016 |
2017 |
2016 | |||||||
|
Net sales |
$ 464 |
$ 352 |
$ 1,698 |
$ 1,309 | ||||||
|
Cost of goods sold |
339 |
298 |
1,310 |
1,175 | ||||||
|
Gross profit |
125 |
54 |
388 |
134 | ||||||
|
Selling, general, and administrative expenses |
(65) |
(54) |
(251) |
(189) | ||||||
|
Restructuring income (expense) |
- |
1 |
1 |
(1) | ||||||
|
Income (loss) from operations |
60 |
1 |
138 |
(56) | ||||||
|
Interest and debt expense, net |
(48) |
(47) |
(188) |
(185) | ||||||
|
Gain (loss) on extinguishment of debt |
- |
- |
(28) |
4 | ||||||
|
Other income (expense), net |
(14) |
(5) |
(9) |
(27) | ||||||
|
Income (loss) from continuing operations before income taxes |
(2) |
(51) |
(87) |
(264) | ||||||
|
Income tax (provision) benefit |
4 |
150 |
(6) |
125 | ||||||
|
Net income (loss) from continuing operations |
2 |
99 |
(93) |
(139) | ||||||
|
Net income (loss) from discontinued operations, net of tax |
- |
24 |
(179) |
79 | ||||||
|
Net income (loss) |
2 |
123 |
(272) |
(60) | ||||||
|
Net income (loss) attributable to noncontrolling interest |
2 |
2 |
13 |
1 | ||||||
|
Net income (loss) attributable to Tronox Limited |
$ - |
$ 121 |
$ (285) |
$ (61) | ||||||
|
Net income (loss) per share, basic: |
||||||||||
|
Continuing operations |
$ - |
$ 0.84 |
$ (0.89) |
$ (1.20) | ||||||
|
Discontinued operations |
$ - |
$ 0.21 |
$ (1.50) |
$ 0.68 | ||||||
|
Net income (loss) per share, basic |
$ - |
$ 1.05 |
$ (2.39) |
$ (0.52) | ||||||
|
Net income (loss) per share, diluted: |
||||||||||
|
Continuing operations |
$ - |
$ 0.81 |
$ (0.89) |
$ (1.20) | ||||||
|
Discontinued operations |
$ - |
$ 0.20 |
$ (1.50) |
$ 0.68 | ||||||
|
Net income (loss) per share, diluted |
$ - |
$ 1.01 |
$ (2.39) |
$ (0.52) | ||||||
|
Weighted average shares outstanding, basic (in thousands) |
120,939 |
116,319 |
119,502 |
116,161 | ||||||
|
Weighted average shares outstanding, diluted (in thousands) |
120,939 |
120,881 |
119,502 |
116,161 | ||||||
|
Other Operating Data: |
||||||||||
|
Capital expenditures |
$ 28 |
$ 27 |
$ 91 |
$ 86 | ||||||
|
Depreciation, depletion and amortization expense |
$ 46 |
$ 46 |
$ 182 |
$ 177 | ||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net income (loss) attributable to Tronox Limited (U.S. GAAP) |
$ - |
$ 121 |
$ (285) |
$ (61) | ||||
|
Net income (loss) from discontinued operations, net of tax (U.S. GAAP) |
- |
24 |
(179) |
79 | ||||
|
Net income (loss) from continuing operations attributable to Tronox Limited (U.S. GAAP) |
$ - |
$ 97 |
$ (106) |
$ (140) | ||||
|
Acquisition related matters (a) |
15 |
- |
48 |
- | ||||
|
Restructuring (income) expense (b) |
- |
(1) |
(1) |
1 | ||||
|
(Gain) loss on extinguishment of debt (c) |
- |
- |
28 |
(4) | ||||
|
Tax impact of reorganization (d) |
- |
(137) |
- |
(107) | ||||
|
Adjusted net income (loss) from continuing operations attributable to Tronox Limited (non-U.S. GAAP) (e) |
$ 15 |
$ (41) |
$ (31) |
$ (250) | ||||
|
Diluted net income (loss) per share from continuing operations (U.S. GAAP) |
$ - |
$ 0.81 |
$ (0.89) |
$ (1.20) | ||||
|
Acquisition related expense, per share |
0.12 |
- |
0.40 |
- | ||||
|
Restructuring (income) expense, per share |
- |
(0.01) |
(0.01) |
0.01 | ||||
|
(Gain) loss on extinguishment of debt, per share |
- |
- |
0.23 |
(0.03) | ||||
|
Tax impact of reorganization, per share |
- |
(1.13) |
- |
(0.92) | ||||
|
Diluted adjusted net income (loss) from continuing operations per share attributable to Tronox Limited (non-U.S. GAAP) |
$ 0.12 |
$ (0.33) |
$ (0.27) |
$ (2.14) | ||||
|
Weighted average shares outstanding, diluted (in thousands) |
120,939 |
120,881 |
119,502 |
116,161 | ||||
|
(a) Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Consolidated Statements of Operations during the year ended December 31, 2017. | ||||||||
|
(b) Represents severance and other costs associated with the shutdown of our sodium chlorate plant and other global restructuring efforts, which was recorded in "Restructuring income (expense)" in the unaudited Consolidated Statements of Operations. | ||||||||
|
(c) Represents a $28 million loss which includes a $22 million loss associated with the redemption of the outstanding balance of our Senior Notes due 2020, $1 million of unamortized original debt issuance costs from the repayment of the UBS Revolver, and $5 million of debt issuance costs from the refinancing activities associated with the term loans. During 2016, the $4 million gain was associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes due 2022. These amounts were recorded in "Gain (loss) on extinguishment of debt" in the unaudited Consolidated Statements of Operations. | ||||||||
|
(d) Represents the benefit of corporate reorganization recorded in the unaudited Consolidated Statements of Operations. For the three months ended December 31, 2016 we recorded a tax benefit of $139 million offset by a foreign currency remeasurement loss of $2 million. For the year ended December 31, 2016 we recorded a tax benefit of $110 million offset by a foreign currency remeasurement loss of $3 million. | ||||||||
|
(e) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. |
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net sales (TiO2) |
$ 464 |
$ 352 |
$ 1,698 |
$ 1,309 | ||||
|
TiO2segment |
$ 93 |
$ 18 |
$ 261 |
$ 6 | ||||
|
Corporate |
(33) |
(17) |
(123) |
(62) | ||||
|
Income (loss) from operations |
60 |
1 |
138 |
(56) | ||||
|
Interest and debt expense, net |
(48) |
(47) |
(188) |
(185) | ||||
|
Gain (loss) on extinguishment of debt |
- |
- |
(28) |
4 | ||||
|
Other income (expense), net |
(14) |
(5) |
(9) |
(27) | ||||
|
Income (loss) from continuing operations before income taxes |
(2) |
(51) |
(87) |
(264) | ||||
|
Income tax provision |
4 |
150 |
(6) |
125 | ||||
|
Net income (loss) from continuing operations |
2 |
99 |
(93) |
(139) | ||||
|
Net income (loss) from discontinued operations, net of tax |
- |
24 |
(179) |
79 | ||||
|
Net income (loss) |
2 |
123 |
(272) |
(60) | ||||
|
Net income (loss) attributable to noncontrolling interest |
2 |
2 |
13 |
1 | ||||
|
Net income (loss) attributable to Tronox Limited |
$ - |
$ 121 |
$ (285) |
$ (61) | ||||
|
TRONOX LIMITED | ||||||
|
CONSOLIDATED BALANCE SHEETS | ||||||
|
(UNAUDITED) | ||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||
|
December 31 |
December 31 | |||||
|
2017 |
2016 | |||||
|
ASSETS |
||||||
|
Current Assets |
||||||
|
Cash and cash equivalents |
$ 1,116 |
$ 248 | ||||
|
Restricted cash |
653 |
3 | ||||
|
Accounts receivable, net of allowance for doubtful accounts |
336 |
278 | ||||
|
Inventories, net |
473 |
499 | ||||
|
Prepaid and other assets |
53 |
28 | ||||
|
Income taxes receivable |
8 |
11 | ||||
|
Total assets of discontinued operations |
- |
1,671 | ||||
|
Total current assets |
2,639 |
2,738 | ||||
|
Noncurrent Assets |
||||||
|
Property, plant and equipment, net |
1,115 |
1,092 | ||||
|
Mineral leaseholds, net |
885 |
877 | ||||
|
Intangible assets, net |
198 |
223 | ||||
|
Inventories, net |
3 |
14 | ||||
|
Other long-term assets |
24 |
20 | ||||
|
Total assets |
$ 4,864 |
$ 4,964 | ||||
|
LIABILITIES AND EQUITY |
||||||
|
Current Liabilities |
||||||
|
Accounts payable |
$ 165 |
$ 136 | ||||
|
Accrued liabilities |
163 |
150 | ||||
|
Short-term debt |
- |
150 | ||||
|
Long-term debt due within one year |
17 |
16 | ||||
|
Income taxes payable |
3 |
1 | ||||
|
Total liabilities of discontinued operations |
- |
111 | ||||
|
Total current liabilities |
348 |
564 | ||||
|
Noncurrent Liabilities |
||||||
|
Long-term debt, net |
3,130 |
2,888 | ||||
|
Pension and postretirement healthcare benefits |
103 |
115 | ||||
|
Asset retirement obligations |
79 |
73 | ||||
|
Long-term deferred tax liabilities |
171 |
151 | ||||
|
Other long-term liabilities |
18 |
20 | ||||
|
Total liabilities |
3,849 |
3,811 | ||||
|
Commitments and Contingencies |
||||||
|
Shareholders' Equity |
||||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 92,717,935 shares issued and 92,541,463 shares outstanding at December 31, 2017 and 65,998,306 shares issued and 65,165,672 shares outstanding at December 31, 2016 |
1 |
1 | ||||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 28,729,280 and 51,154,280 shares issued and outstanding at December 31, 2017 and 2016, respectively. |
- |
- | ||||
|
Capital in excess of par value |
1,558 |
1,524 | ||||
|
Accumulated deficit |
(327) |
(19) | ||||
|
Accumulated other comprehensive loss |
(403) |
(497) | ||||
|
Total Tronox Limited shareholders' equity |
829 |
1,009 | ||||
|
Noncontrolling interest |
186 |
144 | ||||
|
Total equity |
1,015 |
1,153 | ||||
|
Total liabilities and equity |
$ 4,864 |
$ 4,964 | ||||
|
TRONOX LIMITED | |||
|
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Year Ended | |||
|
2017 |
2016 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net income (loss) |
$ (272) |
$ (60) | |
|
Net income (loss) from discontinued operations, net of tax |
(179) |
79 | |
|
Net income (loss) from continuing operations |
(93) |
(139) | |
|
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities, continuing operations: |
|||
|
Depreciation, depletion and amortization |
182 |
177 | |
|
Corporate Reorganization |
- |
(107) | |
|
Deferred income taxes |
2 |
(9) | |
|
Share-based compensation expense |
31 |
24 | |
|
Amortization of deferred debt issuance costs and discount on debt |
15 |
11 | |
|
Pension and postretirement healthcare benefit (income) expense |
3 |
2 | |
|
(Gain) loss on extinguishment of debt |
28 |
(4) | |
|
Other, net |
37 |
50 | |
|
Contributions to employee pension and postretirement plans |
(23) |
(19) | |
|
Changes in assets and liabilities: |
|||
|
(Increase) decrease in accounts receivable, net |
(50) |
(21) | |
|
(Increase) decrease in inventories, net |
60 |
107 | |
|
(Increase) decrease in prepaid and other assets |
(28) |
(5) | |
|
Increase (decrease) in accounts payable and accrued liabilities |
1 |
17 | |
|
Increase (decrease) in income taxes payable |
1 |
2 | |
|
Cash provided by operating activities - continuing operations |
166 |
86 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(91) |
(86) | |
|
Debt proceeds restricted for Cristal acquisition |
(651) |
- | |
|
Proceeds from the sale of business |
1,325 |
- | |
|
Proceeds from the sale of assets |
- |
2 | |
|
Cash provided by (used in) investing activities - continuing operations |
583 |
(84) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of short-term debt |
(150) |
- | |
|
Repayments of long-term debt |
(2,342) |
(31) | |
|
Proceeds from long-term debt |
2,589 |
- | |
|
Debt issuance costs |
(37) |
- | |
|
Call premium paid |
(14) |
- | |
|
Dividends paid |
(23) |
(46) | |
|
Restricted stock and performance-based shares settled in cash for taxes |
(12) |
(1) | |
|
Proceeds from the exercise of warrants and options |
13 |
- | |
|
Cash provided by (used in) financing activities - continuing operations |
24 |
(78) | |
|
Discontinued Operations: |
|||
|
Cash provided by operating activities |
107 |
126 | |
|
Cash used in investing activities |
(25) |
(33) | |
|
Net cash flows provided by discontinued operations |
82 |
93 | |
|
Effects of exchange rate changes on cash and cash equivalents |
13 |
2 | |
|
Net increase (decrease) in cash and cash equivalents |
868 |
19 | |
|
Cash and cash equivalents at beginning of period - continuing operations |
248 |
229 | |
|
Cash and cash equivalents at end of period - continuing operations |
$1,116 |
$248 | |
|
TRONOX LIMITED | |||||||||||
|
STATEMENT OF FREE CASH FLOWS (NON-U.S. GAAP) | |||||||||||
|
(UNAUDITED) | |||||||||||
|
(Millions of U.S. dollars) | |||||||||||
|
Three Months Ended |
Year Ended | ||||||||||
|
TiO2 |
Corporate |
Consolidated |
TiO2 |
Corporate |
Consolidated | ||||||
|
Income (loss) from operations (U.S. GAAP) |
$ 93 |
$ (33) |
$ 60 |
$ 261 |
$ (123) |
$ 138 | |||||
|
Depreciation, depletion and amortization expense |
45 |
1 |
46 |
177 |
5 |
182 | |||||
|
Other |
18 |
11 |
29 |
62 |
38 |
100 | |||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 156 |
$ (21) |
$ 135 |
$ 500 |
$ (80) |
$ 420 | |||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 156 |
$ (21) |
$ 135 |
$ 500 |
$ (80) |
$ 420 | |||||
|
Interest paid, net of capitalized interest and interest income |
- |
(20) |
(20) |
- |
(177) |
(177) | |||||
|
Income tax benefit (provision) |
- |
4 |
4 |
- |
(6) |
(6) | |||||
|
Transaction costs |
- |
(15) |
(15) |
- |
(48) |
(48) | |||||
|
Contributions to employee pension and postretirement plans |
(5) |
- |
(5) |
(23) |
- |
(23) | |||||
|
Deferred income taxes |
- |
(6) |
(6) |
- |
2 |
2 | |||||
|
Other |
(43) |
14 |
(29) |
(41) |
55 |
14 | |||||
|
Changes in assets and liabilities |
|||||||||||
|
(Increase) decrease in accounts receivable, net |
(21) |
- |
(21) |
(50) |
- |
(50) | |||||
|
(Increase) decrease in inventories, net |
12 |
- |
12 |
60 |
- |
60 | |||||
|
(Increase) decrease in prepaid and other assets |
(8) |
(4) |
(12) |
(20) |
(8) |
(28) | |||||
|
Increase (decrease) in accounts payable and accrued liabilities |
5 |
23 |
28 |
8 |
(7) |
1 | |||||
|
Increase (decrease) in income taxes payable |
- |
1 |
1 |
- |
1 |
1 | |||||
|
Subtotal |
(12) |
20 |
8 |
(2) |
(14) |
(16) | |||||
|
Cash provided by (used in) operating activities, continuing operations |
96 |
(24) |
72 |
434 |
(268) |
166 | |||||
|
Capital expenditures |
(28) |
- |
(28) |
(89) |
(2) |
(91) | |||||
|
Free cash flow (non-U.S. GAAP) |
$ 68 |
$ (24) |
$ 44 |
$ 345 |
$ (270) |
$ 75 | |||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net income (loss) (U.S. GAAP) |
$ 2 |
$ 123 |
$ (272) |
$ (60) | ||||
|
Income (loss) from discontinued operations, net of tax (U.S. GAAP) |
- |
24 |
(179) |
79 | ||||
|
Net income (loss) from continuing operations (U.S. GAAP) |
2 |
99 |
(93) |
(139) | ||||
|
Interest and debt expense, net |
48 |
47 |
188 |
185 | ||||
|
Interest income |
(5) |
(1) |
(10) |
(3) | ||||
|
Income tax provision (benefit) |
(4) |
(150) |
6 |
(125) | ||||
|
Depreciation, depletion and amortization expense |
46 |
46 |
182 |
177 | ||||
|
EBITDA (non-U.S. GAAP) |
87 |
41 |
273 |
95 | ||||
|
Transaction costs (a) |
15 |
- |
48 |
- | ||||
|
Share-based compensation (b) |
5 |
6 |
31 |
24 | ||||
|
Restructuring (income) expense (c) |
- |
(1) |
(1) |
1 | ||||
|
(Gain) loss on extinguishment of debt (d) |
- |
- |
28 |
(4) | ||||
|
Foreign currency remeasurement (gain) loss (e) |
24 |
- |
25 |
32 | ||||
|
Other items (f) |
4 |
14 |
16 |
18 | ||||
|
Adjusted EBITDA (non-U.S. GAAP) (g) |
$ 135 |
$ 60 |
$ 420 |
$ 166 | ||||
|
(a) |
Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Consolidated Statements of Operations. | |||||||
|
(b) |
Represents non-cash share-based compensation. | |||||||
|
(c) |
Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global restructuring efforts which was recorded in "Restructuring income (expense)" in the unaudited Consolidated Statements of Operations. | |||||||
|
(d) |
Represents a $28 million loss which includes a $22 million loss associated with the redemption of the outstanding balance of our Senior Notes due 2020, $1 million of unamortized original debt issuance costs from the repayment of the UBS Revolver, and $5 million of debt issuance costs from the refinancing activities associated with the term loans. During 2016, the $4 million gain was associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes due 2022. These amounts were recorded in "Gain (loss) on extinguishment of debt" in the unaudited Consolidated Statements of Operations. | |||||||
|
(e) |
Represents foreign currency remeasurement which is included in "Other income (expense), net" in the unaudited Consolidated Statements of Operations. | |||||||
|
(f) |
Includes noncash pension and postretirement costs, severance expense, accretion expense, insurance settlement gain and other items included in "Selling, general and administrative expenses" and "Cost of goods sold" in the unaudited Consolidated Statements of Operations. | |||||||
|
(g) |
No income tax impact given full valuation allowance except for South Africa related restructuring costs. | |||||||
|
The following table reconciles income (loss) from operations, the comparable measure for segment reporting under U.S. GAAP, to Adjusted EBITDA by segment for the periods presented: | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
TiO2 segment |
$ 93 |
$ 18 |
$ 261 |
$ 6 | ||||
|
Corporate |
(33) |
(17) |
(123) |
(62) | ||||
|
Income (loss) from operations (U.S. GAAP) |
60 |
1 |
138 |
(56) | ||||
|
TiO2 segment |
45 |
44 |
177 |
171 | ||||
|
Corporate |
1 |
2 |
5 |
6 | ||||
|
Depreciation, depletion and amortization expense |
46 |
46 |
182 |
177 | ||||
|
TiO2 segment |
18 |
18 |
62 |
59 | ||||
|
Corporate |
11 |
(5) |
38 |
(14) | ||||
|
Other |
29 |
13 |
100 |
45 | ||||
|
TiO2 segment |
156 |
80 |
500 |
236 | ||||
|
Corporate |
(21) |
(20) |
(80) |
(70) | ||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 135 |
$ 60 |
$ 420 |
$ 166 | ||||
|
TRONOX LIMITED | |||||||||||||
|
REVISION OF PREVIOUSLY ISSUED | |||||||||||||
|
CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||||
|
(UNAUDITED) | |||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||
|
Unaudited Consolidated Statement of Operations | |||||||||||||
|
Three Months Ended |
Year Ended | ||||||||||||
|
As |
Adjustment |
Revised |
As |
Adjustment |
Revised | ||||||||
|
Net sales |
$ 352 |
$ - |
$ 352 |
$ 1,309 |
$ - |
$ 1,309 | |||||||
|
Cost of goods sold |
298 |
- |
298 |
1,175 |
- |
1,175 | |||||||
|
Gross profit |
54 |
- |
54 |
134 |
- |
134 | |||||||
|
Selling, general and administrative expenses |
(54) |
- |
(54) |
(185) |
(4) |
(189) | |||||||
|
Income (loss) from operations |
1 |
- |
1 |
(52) |
(4) |
(56) | |||||||
|
Other income (expense), net |
(5) |
- |
(5) |
(27) |
- |
(27) | |||||||
|
Income (loss) from continuing operations before income taxes |
(51) |
- |
(51) |
(260) |
(4) |
(264) | |||||||
|
Net income (loss) from continuing operations |
100 |
(1) |
99 |
(135) |
(4) |
(139) | |||||||
|
Income (loss) from discontinued operations, net of tax |
24 |
- |
24 |
77 |
2 |
79 | |||||||
|
Net income (loss) attributable to Tronox Limited |
122 |
(1) |
121 |
(59) |
(2) |
(61) | |||||||
|
Net income (loss) per share from continuing operations, basic |
0.84 |
- |
0.84 |
(1.17) |
(0.03) |
(1.20) | |||||||
|
Net income (loss) per share from discontinued operations, basic |
0.21 |
- |
0.21 |
0.67 |
0.01 |
0.68 | |||||||
|
Net income (loss) per share from continuing operations, diluted |
0.81 |
- |
0.81 |
(1.17) |
(0.03) |
(1.20) | |||||||
|
Net income (loss) per share from discontinued operations, diluted |
0.20 |
- |
0.20 |
0.67 |
0.01 |
0.68 | |||||||
|
Weighted average shares outstanding, basic (in thousands) |
116,319 |
116,319 |
116,319 |
116,161 |
116,161 |
116,161 | |||||||
|
Weighted average shares outstanding, diluted (in thousands) |
120,881 |
120,881 |
120,881 |
116,161 |
116,161 |
116,161 | |||||||
|
Unaudited Consolidated Balance Sheet |
|||||||||||||
|
December 31, 2016 |
|||||||||||||
|
As |
Adjustment |
Revised |
|||||||||||
|
Current assets of continuing operations |
$ 1,067 |
$ - |
$ 1,067 |
||||||||||
|
Total assets of discontinued operations |
1,668 |
3 |
1,671 |
||||||||||
|
Total current assets |
2,735 |
3 |
2,738 |
||||||||||
|
Total assets |
4,961 |
3 |
4,964 |
||||||||||
|
Accrued liabilities |
138 |
11 |
149 |
||||||||||
|
Current liabilities of continuing operations |
443 |
10 |
453 |
||||||||||
|
Total liabilities of discontinued operations |
110 |
1 |
111 |
||||||||||
|
Total current liabilities |
553 |
11 |
564 |
||||||||||
|
Total liabilities |
3,800 |
11 |
3,811 |
||||||||||
|
Accumulated deficit |
(13) |
(6) |
(19) |
||||||||||
|
Accumulated other comprehensive loss |
(495) |
(2) |
(497) |
||||||||||
|
Total Tronox Limited shareholders' equity |
1,017 |
(8) |
1,009 |
||||||||||
|
Total equity |
1,161 |
(8) |
1,153 |
||||||||||
|
Total liabilities and equity |
4,961 |
3 |
4,964 |
||||||||||
|
(1)Amounts reflect the results of Alkali as discontinued operations. | |||||||||||||
|
Unaudited Consolidated Statement of Cash Flows | |||||||||||||
|
There was no net impact to operating, investing and financing cash flows from the revisions for continuing operations for the year ended December 31, 2016. | |||||||||||||
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-reports-fourth-quarter-and-full-year-2017-financial-results-300606261.html
SOURCE Tronox Limited
Article Date
3/1/20182/15/2018 - Tronox Reschedules Dates For Fourth Quarter And Full Year 2017 Earnings Release & Webcast Conference Call
Tronox Reschedules Dates For Fourth Quarter And Full Year 2017 Earnings Release & Webcast Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Feb. 15, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced that it has rescheduled its fourth quarter and full year 2017 earnings release and webcast conference call to the following dates:
Earnings Release: Thursday, March 1, 2018, before the market opens via PR Newswire and the Tronox Limited website: tronox.com
Webcast Conference Call: Thursday, March 1, 2018, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 1097888
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning March 1, 2018, at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), March 7, 2018.
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 1097888
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt
+1.203.705.3730
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-reschedules-dates-for-fourth-quarter-and-full-year-2017-earnings-release--webcast-conference-call-300599447.html
SOURCE Tronox Limited
Article Date
2/15/20181/29/2018 - Tronox Announces Dates For Fourth Quarter And Full-Year 2017 Earnings Release & Webcast Conference Call
Tronox Announces Dates For Fourth Quarter And Full-Year 2017 Earnings Release & Webcast Conference Call
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Jan. 29, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its fourth quarter and full-year 2017 earnings release and webcast conference call:
Earnings Release: Tuesday, February 20, 2018, after the market close via PR Newswire and the Tronox Limited website: tronox.com
Webcast Conference Call: Wednesday, February 21, 2018, at 8:30 a.m. ET (New York). The live call is open to the public via internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 1097888
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the internet and telephone beginning on February 21, 2018, at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), February 27, 2018.
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 1097888
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com
Media Contact: Melissa Zona
Direct: +1.636.751.4057
Investor Contact: Brennen Arndt
Direct: +1.203.705.3730
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-fourth-quarter-and-full-year-2017-earnings-release--webcast-conference-call-300589679.html
SOURCE Tronox Limited
Article Date
1/29/20181/29/2018 - Tronox's Acquisition of Cristal Cleared by Saudi Arabia's General Authority for Competition
Tronox's Acquisition of Cristal Cleared by Saudi Arabia's General Authority for Competition
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Jan. 29, 2018 /PRNewswire/ -- Tronox Limited (NYSE: TROX) ("Tronox" or the "Company"), a global mining and inorganic chemicals company, today announced the Kingdom of Saudi Arabia's General Authority for Competition has approved the Company's proposed acquisition of the titanium dioxide business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. To date, Australia, China, New Zealand, Turkey, South Korea, and Colombia have also approved the proposed acquisition.
"We are pleased the Saudi General Authority for Competition has approved our proposed pro-competition, output-enhancing combination with Cristal," said Jeffry N. Quinn, president and chief executive officer of Tronox. "This approval is an important step toward completion of this strategic acquisition. We are confident the significant synergies we have identified will enable us to increase production and lower our cost position to the benefit of our customers around the world."
Tronox intends to consummate the transaction promptly following the satisfaction of all remaining conditions to closing the acquisition.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal A. Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Media Contact: Melissa Zona
Direct: +1 636.751.4057
Investor Contact: Brennen Arndt
Direct: +1 203.705.3730
View original content with multimedia:http://www.prnewswire.com/news-releases/tronoxs-acquisition-of-cristal-cleared-by-saudi-arabias-general-authority-for-competition-300589408.html
SOURCE Tronox Limited
Article Date
1/29/201812/20/2017 - Tronox to Continue Engagement with the European Commission Regarding the Planned Acquisition of Cristal TiO2
Tronox to Continue Engagement with the European Commission Regarding the Planned Acquisition of Cristal TiO2
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Dec. 20, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) today confirmed that the European Commission has initiated a Phase II review of the company's planned acquisition of the titanium dioxide (TiO2) business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. The commission would have up to 90 working days, a period that may be extended or shortened, to make a final decision on whether the proposed transaction would significantly impede effective competition in the European Economic Area.
Tronox Chief Executive Officer Jeffry N. Quinn said: "We remain actively engaged with representatives of the European Commission as they continue their analysis of our planned acquisition of Cristal's TiO2 business. We believe this highly synergistic acquisition will enhance competition in the global TiO2 industry and benefit our customers around the world. We look forward to our ongoing engagement with the Commission to secure approval for this transaction in a timely manner."
The transaction has been unconditionally cleared in Australia, China, New Zealand, Turkey, South Korea and Colombia. Reviews in the U.S. and Saudi Arabia are ongoing.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3730
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-to-continue-engagement-with-the-european-commission-regarding-the-planned-acquisition-of-cristal-tio2-300573908.html
SOURCE Tronox Limited
Article Date
12/20/2017Tronox To Hold Webcast Conference Call To Discuss FTC Complaint
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Dec. 6, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) today said it will conduct a webcast conference call to discuss the complaint filed on December 5, 2017 by the U.S. Federal Trade Commission (FTC) seeking to block the company's proposed acquisition of the titanium dioxide (TiO2) business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia.
Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, December 7, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 9897957
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Thursday, December 7, 2017 at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), on Wednesday, December 13, 2017.
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 9897957
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-to-hold-webcast-conference-call-to-discuss-ftc-complaint-300567817.html
SOURCE Tronox Limited
Article Date
12/6/201712/6/2017 - Tronox To Vigorously Fight FTC Lawsuit
Tronox To Vigorously Fight FTC Lawsuit
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Dec. 5, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) today said it would vigorously fight a lawsuit filed December 5, 2017 by the U.S. Federal Trade Commission (FTC) seeking to block the company's proposed acquisition of the titanium dioxide (TiO2) business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia.
Tronox maintains that the FTC's complaint is based on an erroneous view of the global TiO2 market and a flawed analysis of the Tronox/Cristal transaction.
"It is extremely disappointing that the FTC has taken this unmerited action to try to block a highly synergistic acquisition which will enhance competition in the TiO2 industry and benefit our customers around the world," said Tronox Chief Executive Officer Jeffry N. Quinn. "Our combination with Cristal is an important part of our strategy to build a vertically integrated company that will deliver a low-cost, secure supply of TiO2 pigment to a global customer base."
In brief, the company maintains that the FTC has made significant errors in its analysis of the transaction, including:
Tronox first filed its Hart-Scott-Rodino notification form on March 14, 2017. The waiting period has been extended several times by agreement of the parties, including after the company had fully complied with the FTC's Second Request. During such time, Tronox fully and completely cooperated with the FTC, diligently responding to all questions and information requests, including producing over one million pages of documents for its review. In its press release earlier today, the FTC attempted to refute Tronox's prior public announcement that the waiting period in the United States under the Hart-Scott-Rodino Act expired at 11:59 p.m. EST on December 1, 2017 by suggesting that the FTC and Tronox are parties to a written agreement not to close the transaction until Tronox provided FTC staff with 10 business days' advance notice. In fact, on October 25, 2017 (26 business days prior to December 1), Tronox provided the FTC with an unambiguous notice of its intent to close the transaction at the end of the statutory waiting period (which was extended to December 1 by agreement of Tronox and Cristal), assuming all other conditions to closing were satisfied as of that date.
Mr. Quinn stated: "The FTC bears the burden of proving to a court that this transaction violates the law. While we are always willing to consider appropriate remedial action to address the commission's concerns, we maintain the transaction should be allowed to proceed and are fully prepared to defend our position in court."
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Mobile: +1.203.219.5222
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-to-vigorously-fight-ftc-lawsuit-300567442.html
SOURCE Tronox Limited
Article Date
12/6/2017Tronox Limited's Acquisition of Cristal TiO2 Progresses
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Dec. 3, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) today announced that, in connection with its planned acquisition of the titanium dioxide (TiO2) business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia, the waiting period in the United States under the Hart-Scott-Rodino Act expired at 11:59 p.m. EST on December 1, 2017 without further action by or communication from the U.S. Federal Trade Commission.
Jeffry Quinn, Tronox's chief executive officer, stated: "Based on consultation with counsel, we believe that expiration of the waiting period means that we can proceed toward completion of the transaction once all closing conditions are met. However, we have not been informed that the Federal Trade Commission has formally concluded its investigation. The Commission could conceivably seek to enjoin the transaction at a later time, but we believe such action would be unprecedented and contrary to the rationale of the pre-merger notification system that is the framework of the U.S. regulatory process."
Tronox intends to consummate the transaction promptly following the satisfaction of all remaining conditions to the acquisition, including antitrust clearance by the European Commission and the Kingdom of Saudi Arabia.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-limiteds-acquisition-of-cristal-tio2-progresses-300565678.html
SOURCE Tronox Limited
Article Date
12/4/2017Tronox Limited Names Jeffry N. Quinn As Chief Executive Officer
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Nov. 16, 2017 /PRNewswire/ -- Tronox Limited (NYSE:TROX) announced today that its board of directors has appointed Jeffry N. Quinn as president and chief executive officer, effective December 1, 2017. Quinn has served as a member of the company's board of directors since 2011, and will continue in that position. Quinn brings more than 30 years of experience in the mining, refining, and chemicals industries to the role. He previously served as chairman and chief executive officer of Solutia Inc., a publicly listed global specialty chemical company, from 2004 until its acquisition by Eastman Chemical Company in 2012.
"Tronox is in a period of great transition with the planned acquisition of the titanium dioxide assets of Cristal, and the untimely passing of Tom Casey last May," said Ilan Kaufthal, chairman of the Tronox board of directors. "I am delighted Jeff has accepted the CEO role. I am confident he will be a strong leader and he is the right person to take the company through its next phase of growth."
Quinn succeeds Peter Johnston, a member of Tronox's board of directors, who has held the role of interim CEO since May 15, 2017. The board appointed Johnston to that role after Thomas J. Casey announced his retirement as CEO for health reasons. Johnston will remain a member of the company's board of directors.
"On behalf of his fellow board members, we thank Peter for his leadership as interim CEO during this period of transition. As a member of the board, he will continue to guide and help position Tronox for future success," Kaufthal added.
"It is an honor to assume the role of president and chief executive officer of Tronox," Quinn said. "I look forward to working with our board, a talented senior management team, and Tronox employees worldwide to fulfill our mission of creating value for our shareholders, providing high-quality materials and superior service to our customers, and operating safe, environmentally responsible facilities."
Quinn, 58, joined Solutia in 2003 and was chairman and chief executive officer from 2004 through 2012. In 2012, he founded Quinpario Partners LLC, a private investment company that was also the sponsor of two publicly listed special-purpose acquisition corporations, and served as its chairman, chief executive officer and managing member. Earlier in his career, Quinn was a member of the executive management team of Premcor Inc., a large, publicly traded independent refiner, from 2000 through 2003, and of Arch Coal Inc., the second-largest domestic coal producer, from 1986 through 2000. Prior to joining Arch, Quinn engaged in the private practice of law. Quinn serves on the boards of directors of Jason Industries, Inc., a diversified general industrial company, and W.R. Grace, a global specialty chemical company. He holds a bachelor's degree and a law degree from the University of Kentucky.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-limited-names-jeffry-n-quinn-as-chief-executive-officer-300558006.html
SOURCE Tronox Limited
Article Date
11/16/2017Tronox Reports Third Quarter 2017 Financial Results
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
STAMFORD, Conn., Nov. 8, 2017 /PRNewswire/ -- Tronox Limited (NYSE:TROX) reported revenue of $435 million for the third quarter 2017, up 28 percent from $339 million in the year-ago quarter and up 3 percent from $421 million in the prior quarter. Income from operations of $51 million compared to nil in the year-ago quarter and $31 million in the prior quarter. Net loss from continuing operations attributable to Tronox Limited was $31 million, or ($0.26) per diluted share, compared to a net loss from continuing operations attributable to Tronox Limited of $60 million, or ($0.53) per diluted share in the year-ago quarter and net loss from continuing operations attributable to Tronox Limited of $19 million, or ($0.16) per diluted share in the prior quarter. Loss from continuing operations attributable to Tronox Limited included Cristal acquisition-related expenses of $13 million and a loss on the extinguishment of debt of $28 million. Excluding acquisition expenses and the loss on the extinguishment of debt, adjusted net income from continuing operations attributable to Tronox Limited (Non-GAAP) was $10 million, or $0.08 per diluted share. Net loss from discontinued operations, net of tax, was $216 million or ($1.81) per diluted share, including a loss on the sale of Alkali Chemicals of $233 million. Adjusted EBITDA of $123 million was 112 percent higher than the $58 million reported in the year-ago quarter and 24 percent higher than the $99 million reported in the prior quarter.
The Board of Directors declared a quarterly dividend of $0.045 per share payable on December 1, 2017, to shareholders of record of the company's Class A and Class B ordinary shares at the close of business on November 20, 2017.
Peter Johnston, chief executive officer of Tronox, said: "The third quarter was a very successful one for us - strategically, financially and operationally. Our TiO2 business continued to deliver strong results, posting revenue growth of 28 percent, adjusted EBITDA growth of 79 percent and free cash flow of $120 million. TiO2 adjusted EBITDA margin was 31 percent. The last time a 31 percent adjusted EBITDA margin was achieved was the third quarter of 2012, when TiO2 pigment selling prices were 33 percent higher. This level of performance clearly reflects the benefits of our vertical integration with all our assets in full operation and the extraordinary work by our global TiO2 team to reduce costs through the successful implementation of their Operational Excellence program.
"We also made great progress on our strategic developments", said Johnston. "We completed the sale of Alkali Chemicals for $1.325 billion. We refinanced a significant portion of our balance sheet that lowered our cost of debt, extended maturities, increased liquidity and provided additional pay-down flexibility. All funds are now assembled to complete the planned Cristal transaction. Shareholder approval was received to issue 37.58 million Class A Shares to Cristal in connection with the transaction. A secondary offering of 22.425 million of our Class A shares was successfully completed by Exxaro Resources Limited. Most importantly, our Cristal TiO2 acquisition integration planning continues to proceed on schedule so that we can from day one begin to realize the substantial value creation enabled by our combination. We are confident that 2017 will be a year of strong performance and that 2018 will be a transformational one for Tronox."
Third Quarter 2017
Tronox TiO2
TiO2 segment revenue of $435 million increased 28 percent compared to $339 million in the year-ago quarter, driven primarily by higher selling prices for pigment, zircon and pig iron. Pigment sales of $317 million increased 22 percent compared to $260 million in the year-ago quarter, as sales volumes increased 1 percent and average selling prices increased 21 percent (20 percent on a local currency basis). Pigment selling prices were higher in all regions. Titanium feedstock and co-products sales of $108 million increased 69 percent from $64 million in the year-ago quarter, driven by higher selling prices for zircon, natural rutile and pig iron, as well as higher sales volumes for zircon, pig iron and CP titanium slag. Zircon sales volumes increased 10 percent and selling prices increased 19 percent. Natural rutile sales volumes were 3 percent lower while selling prices increased 5 percent. Pig iron sales volumes increased 148 percent and selling prices increased 33 percent. CP titanium slag sales occurred in the third quarter, whereas there were no sales in the prior-year quarter. Ilmenite sales volumes increased 77 percent while selling prices decreased 5 percent due to product mix.
Compared sequentially, TiO2 segment revenue of $435 million increased 3 percent versus $421 million in the prior quarter, driven primarily by higher zircon and pig iron sales volumes and higher pigment and zircon selling prices. Pigment sales of $317 million were 4 percent higher than sales of $306 million in the prior quarter, as sales volumes were 5 percent lower, reflecting a normal seasonally lighter third quarter, while selling prices increased 9 percent (7 percent on a local currency basis). Selling prices were higher in all regions. Titanium feedstock and co-products sales of $108 million increased 9 percent from $99 million in the second quarter. Zircon sales volumes increased 23 percent, as a shipment made in the quarter moved from the second quarter, while selling prices increased 13 percent. Natural rutile sales volumes were 27 percent lower, while selling prices were level to the prior quarter. Pig iron sales volumes increased 39 percent and selling prices were 2 percent higher. Sales volumes for CP titanium slag were 33 percent lower than the second quarter, when a larger shipment was made and selling prices decreased 5 percent. Ilmenite sales volumes decreased 66 percent, also due to shipment timing, while selling prices improved 3 percent.
TiO2 segment adjusted EBITDA of $136 million was 79 percent higher than $76 million in the year-ago quarter, driven primarily by higher selling prices for pigment and zircon and the benefit of higher production efficiency across our integrated operations. Compared sequentially, segment adjusted EBITDA of $136 million improved by 11 percent, from $123 million in the prior quarter, driven by higher pigment selling prices, higher zircon sales volumes and selling prices, and the benefit of higher production efficiency across our integrated operations. TiO2 segment income from operations of $75 million increased from $17 million in the year-ago quarter and $61 million in the prior quarter. TiO2 delivered free cash flow of $120 million in the third quarter, as cash provided by operating activities was $142 million and capital expenditures were $22 million.
Corporate
Corporate loss from operations was $24 million, compared to a loss from operations of $17 million in the year-ago quarter and a loss from operations of $30 million in the prior quarter. The loss from operations in the third quarter included professional fees of $13 million related to the Cristal transaction, offset by $5 million of Alkali transactional expenses that were reclassified to discontinued operations. Corporate adjusted EBITDA of ($13) million compared to ($18) million in the year-ago quarter and ($24) million in the prior quarter. Corporate cash used in operations was $105 million and capital expenditures were $1 million. The $105 million of cash use includes $50 million related to semi-annual bond interest payments, made in the first and third quarters each year, $21 million of transaction costs related to the sale of Alkali Chemicals, and $13 million of transaction costs related to the Cristal acquisition.
Consolidated
Selling, general and administrative expenses were $55 million in the third quarter, compared to $47 million in the year-ago quarter and $63 million in the prior quarter. The selling, general and administrative expenses in the third quarter included the net $8 million of professional fees related to the Cristal and Alkali transactions described above. Interest and debt expense of $47 million compares to $46 million in the year-ago quarter and $47 million in the prior quarter. On September 30, 2017, gross consolidated debt was $3,140 million, and debt net of cash and cash equivalents was $2,082 million. Liquidity was $1,296 million, cash and cash equivalents were $1,058 million, and we had an additional $650 million of restricted cash for the planned Cristal acquisition. Capital expenditures were $23 million and depreciation, depletion and amortization expense was $45 million.
Webcast Conference Call
Tronox will conduct a conference call on Thursday, November 9, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 98785994
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Thursday, November 9, 2017 at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), on Tuesday, November 14, 2017.
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 98785994
Upcoming Conferences
During the fourth quarter 2017, a member of management is scheduled to present at the following conferences:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Form 10-Q for the period ended June 30, 2017 and our Annual Report on Form 10-K for the year ended December 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different from non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
|
TRONOX LIMITED | |||||||||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) | |||||||||||||
|
(UNAUDITED) | |||||||||||||
|
(Millions of U.S. dollars, except share and per share data) | |||||||||||||
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||||||
|
Net sales |
$ 435 |
$ 339 |
$ 1,234 |
$ 957 | |||||||||
|
Cost of goods sold |
329 |
291 |
971 |
877 | |||||||||
|
Gross profit |
106 |
48 |
263 |
80 | |||||||||
|
Selling, general, and administrative expenses |
(55) |
(47) |
(186) |
(135) | |||||||||
|
Restructuring income (expense) |
- |
(1) |
1 |
(2) | |||||||||
|
Income (loss) from operations |
51 |
- |
78 |
(57) | |||||||||
|
Interest and debt expense, net |
(47) |
(46) |
(140) |
(138) | |||||||||
|
Gain (loss) on extinguishment of debt |
(28) |
- |
(28) |
4 | |||||||||
|
Other income (expense), net |
12 |
(10) |
5 |
(22) | |||||||||
|
Income (loss) from continuing operations before income taxes |
(12) |
(56) |
(85) |
(213) | |||||||||
|
Income tax provision |
(13) |
(6) |
(10) |
(25) | |||||||||
|
Net income (loss) from continuing operations |
(25) |
(62) |
(95) |
(238) | |||||||||
|
Income (loss) from discontinued operations, net of tax |
(216) |
23 |
(179) |
55 | |||||||||
|
Net income (loss) |
(241) |
(39) |
(274) |
(183) | |||||||||
|
Net income (loss) attributable to noncontrolling interest |
6 |
(2) |
11 |
(1) | |||||||||
|
Net income (loss) attributable to Tronox Limited |
$ (247) |
$ (37) |
$ (285) |
$ (182) | |||||||||
|
Net income (loss) per share, basic and diluted: |
|||||||||||||
|
Continuing operations |
$ (0.26) |
$ (0.53) |
$ (0.89) |
$ (2.04) | |||||||||
|
Discontinued operations |
$ (1.81) |
$ 0.20 |
$ (1.51) |
$ 0.47 | |||||||||
|
Net income (loss) per share, basic and diluted |
$ (2.07) |
$ (0.33) |
$ (2.40) |
$ (1.57) | |||||||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
119,405 |
116,219 |
118,908 |
116,108 | |||||||||
|
Other Operating Data: |
|||||||||||||
|
Capital expenditures |
$ 23 |
$ 24 |
$ 63 |
$ 59 | |||||||||
|
Depreciation, depletion and amortization expense |
$ 45 |
$ 45 |
$ 136 |
$ 131 | |||||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net income (loss) attributable to Tronox Limited (U.S. GAAP) |
$ (247) |
$ (37) |
$ (285) |
$ (182) | ||||
|
Income (loss) from discontinued operations, net of tax (U.S. GAAP) |
(216) |
23 |
(179) |
55 | ||||
|
Net income (loss) from continuing operations attributable to Tronox Limited (U.S. GAAP) |
$ (31) |
$ (60) |
$ (106) |
$ (237) | ||||
|
Acquisition related matters (a) |
13 |
- |
33 |
- | ||||
|
Restructuring (income) expense (b) |
- |
1 |
(1) |
2 | ||||
|
(Gain) loss on extinguishment of debt (c) |
28 |
- |
28 |
(4) | ||||
|
Adjusted net income (loss) from continuing operations attributable to Tronox Limited (non-U.S. GAAP) (d) |
$ 10 |
$ (59) |
$ (46) |
$ (239) | ||||
|
Basic and diluted net income (loss) per share from continuing operations (U.S. GAAP) |
$ (0.26) |
$ (0.53) |
$ (0.89) |
$ (2.04) | ||||
|
Acquisition related expense, per share |
0.11 |
- |
0.28 |
- | ||||
|
Restructuring (income) expense, per share |
- |
0.02 |
(0.02) |
0.02 | ||||
|
(Gain) loss on extinguishment of debt, per share |
0.23 |
- |
0.24 |
(0.04) | ||||
|
Diluted adjusted net income (loss) from continuing operations per share attributable to Tronox Limited (non-U.S. GAAP) |
$ 0.08 |
$ (0.51) |
$ (0.39) |
$ (2.06) | ||||
|
Weighted average shares outstanding, diluted (in thousands) |
119,405 |
116,219 |
118,908 |
116,108 | ||||
|
(a) Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2017. | ||||||||
|
(b) Represents severance costs associated with the shutdown of our sodium chlorate plant and other global restructuring efforts, which was recorded in "Restructuring (income) expense" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(c) Represents a $28 million loss which includes a $22 million loss associated with the redemption of the outstanding balance of the Senior Notes due 2020, $1 million of unamortized original debt issuance costs from the repayment of the UBS Revolver, and $5 million of debt issuance costs from the refinancing activities associated with the term loans. During 2016, the $4 million gain was associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes 2022. These amounts were recorded in "Gain (loss) on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(d) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. |
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net sales (TiO2) |
$ 435 |
$ 339 |
$ 1,234 |
$ 957 | ||||
|
TiO2 segment |
$ 75 |
$ 17 |
$ 168 |
$ (12) | ||||
|
Corporate |
(24) |
(17) |
(90) |
(45) | ||||
|
Income (loss) from operations |
51 |
- |
78 |
(57) | ||||
|
Interest and debt expense, net |
(47) |
(46) |
(140) |
(138) | ||||
|
Gain (loss) on extinguishment of debt |
(28) |
- |
(28) |
4 | ||||
|
Other income (expense), net |
12 |
(10) |
5 |
(22) | ||||
|
Income (loss) from continuing operations before income taxes |
(12) |
(56) |
(85) |
(213) | ||||
|
Income tax provision |
(13) |
(6) |
(10) |
(25) | ||||
|
Net income (loss) from continuing operations |
(25) |
(62) |
(95) |
(238) | ||||
|
Income (loss) from discontinued operations, net of tax |
(216) |
23 |
(179) |
55 | ||||
|
Net income (loss) |
(241) |
(39) |
(274) |
(183) | ||||
|
Net income (loss) attributable to noncontrolling interest |
6 |
(2) |
11 |
(1) | ||||
|
Net income (loss) attributable to Tronox Limited |
$ (247) |
$ (37) |
$ (285) |
$ (182) | ||||
|
TRONOX LIMITED | |||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
|
(UNAUDITED) | |||||
|
(Millions of U.S. dollars, except share and per share data) | |||||
|
September 30, |
December 31 | ||||
|
2017 |
2016 | ||||
|
ASSETS |
|||||
|
Current Assets |
|||||
|
Cash and cash equivalents |
$ 1,058 |
$ 248 | |||
|
Restricted cash |
653 |
3 | |||
|
Accounts receivable, net of allowance for doubtful accounts |
309 |
278 | |||
|
Inventories, net |
459 |
499 | |||
|
Prepaid and other assets |
44 |
28 | |||
|
Income taxes receivable |
1 |
11 | |||
|
Total assets of discontinued operations |
- |
1,671 | |||
|
Total current assets |
2,524 |
2,738 | |||
|
Noncurrent Assets |
|||||
|
Property, plant and equipment, net |
1,069 |
1,092 | |||
|
Mineral leaseholds, net |
859 |
877 | |||
|
Intangible assets, net |
203 |
223 | |||
|
Inventories, net |
14 |
14 | |||
|
Other long-term assets |
22 |
20 | |||
|
Total assets |
$ 4,691 |
$ 4,964 | |||
|
LIABILITIES AND EQUITY |
|||||
|
Current Liabilities |
|||||
|
Accounts payable |
$ 155 |
$ 136 | |||
|
Accrued liabilities |
131 |
150 | |||
|
Short-term debt |
- |
150 | |||
|
Long-term debt due within one year |
11 |
16 | |||
|
Income taxes payable |
2 |
1 | |||
|
Total liabilities of discontinued operations |
- |
111 | |||
|
Total current liabilities |
299 |
564 | |||
|
Noncurrent Liabilities |
|||||
|
Long-term debt, net |
3,129 |
2,888 | |||
|
Pension and postretirement healthcare benefits |
100 |
114 | |||
|
Asset retirement obligations |
78 |
73 | |||
|
Long-term deferred tax liabilities |
161 |
151 | |||
|
Other long-term liabilities |
18 |
21 | |||
|
Total liabilities |
3,785 |
3,811 | |||
|
Commitments and Contingencies |
|||||
|
Shareholders' Equity |
|||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 68,767,566 shares issued and 68,591,094 shares outstanding at September 30, 2017 and 65,998,306 shares issued and 65,165,672 shares outstanding at December 31, 2016 |
1 |
1 | |||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at September 30, 2017 and December 31, 2016. |
- |
- | |||
|
Capital in excess of par value |
1,542 |
1,524 | |||
|
Accumulated deficit |
(321) |
(19) | |||
|
Accumulated other comprehensive loss |
(474) |
(497) | |||
|
Total Tronox Limited shareholders' equity |
748 |
1,009 | |||
|
Noncontrolling interest |
158 |
144 | |||
|
Total equity |
906 |
1,153 | |||
|
Total liabilities and equity |
$ 4,691 |
$ 4,964 | |||
|
TRONOX LIMITED | |||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Nine Months Ended September 30, | |||
|
2017 |
2016 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net income (loss) |
$ (274) |
$ (183) | |
|
Income (loss) from discontinued operations, net of tax |
(179) |
55 | |
|
Net income (loss) from continuing operations |
$ (95) |
$ (238) | |
|
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities, continuing operations: |
|||
|
Depreciation, depletion and amortization |
136 |
131 | |
|
Deferred income taxes |
8 |
(5) | |
|
Share-based compensation expense |
26 |
18 | |
|
Amortization of deferred debt issuance costs and discount on debt |
9 |
8 | |
|
Pension and postretirement healthcare benefit expense |
2 |
- | |
|
(Gain) loss on extinguishment of debt |
28 |
(4) | |
|
Other, net |
22 |
35 | |
|
Contributions to employee pension and postretirement plans |
(18) |
(15) | |
|
Changes in assets and liabilities: |
|||
|
(Increase) decrease in accounts receivable, net |
(29) |
(3) | |
|
(Increase) decrease in inventories, net |
48 |
94 | |
|
(Increase) decrease in prepaid and other assets |
(16) |
(3) | |
|
Increase (decrease) in accounts payable and accrued liabilities |
(27) |
(33) | |
|
Increase (decrease) in income taxes payable |
- |
28 | |
|
Cash provided by operating activities, continuing operations |
94 |
13 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(63) |
(59) | |
|
Debt proceeds restricted for Cristal acquisition |
(650) |
- | |
|
Proceeds from the sale of business |
1,325 |
- | |
|
Proceeds from the sale of assets |
- |
1 | |
|
Cash provided by (used in) investing activities, continuing operations |
612 |
(58) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of long-term debt |
(2,342) |
(27) | |
|
Repayments of short-term debt |
(150) |
- | |
|
Proceeds from long-term debt |
2,589 |
- | |
|
Debt issuance costs |
(36) |
- | |
|
Call premium paid |
(14) |
- | |
|
Proceeds from options and warrants |
1 |
- | |
|
Dividends paid |
(17) |
(40) | |
|
Restricted stock and performance-based shares settled in cash for taxes |
(11) |
(1) | |
|
Cash provided by (used in) financing activities, continuing operations |
20 |
(68) | |
|
Discontinued Operations: |
|||
|
Cash provided by operating activities |
107 |
112 | |
|
Cash used in investing activities |
(25) |
(29) | |
|
Net cash flows provided by discontinued operations |
82 |
83 | |
|
Effects of exchange rate changes on cash and cash equivalents |
2 |
3 | |
|
Net increase (decrease) in cash and cash equivalents |
810 |
(27) | |
|
Cash and cash equivalents at beginning of period |
248 |
229 | |
|
Cash and cash equivalents at end of period, continuing operations |
$ 1,058 |
$ 202 | |
|
TRONOX LIMITED | |||||||||||
|
CONDENSED STATEMENT OF FREE CASH FLOWS (NON-U.S. GAAP) | |||||||||||
|
(UNAUDITED) | |||||||||||
|
(Millions of U.S. dollars) | |||||||||||
|
Three Months Ended September 30, 2017 |
Nine Months Ended September 30, 2017 | ||||||||||
|
TiO2 |
Corporate |
Consolidated |
TiO2 |
Corporate |
Consolidated | ||||||
|
Income (loss) from operations (U.S. GAAP) |
$ 75 |
$ (24) |
$ 51 |
$ 168 |
$ (90) |
$ 78 | |||||
|
Depreciation, depletion and amortization expense |
44 |
1 |
45 |
132 |
4 |
136 | |||||
|
Other |
17 |
10 |
27 |
44 |
27 |
71 | |||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 136 |
$ (13) |
$ 123 |
$ 344 |
$ (59) |
$ 285 | |||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 136 |
$ (13) |
$ 123 |
$ 344 |
$ (59) |
$ 285 | |||||
|
Interest paid, net of capitalized interest and interest income |
- |
(73) |
(73) |
- |
(157) |
(157) | |||||
|
Income tax provision |
- |
(13) |
(13) |
- |
(10) |
(10) | |||||
|
Transaction costs |
- |
(13) |
(13) |
- |
(33) |
(33) | |||||
|
Contributions to employee pension and postretirement plans |
(9) |
- |
(9) |
(18) |
- |
(18) | |||||
|
Deferred income taxes |
- |
6 |
6 |
- |
8 |
8 | |||||
|
Other |
3 |
40 |
43 |
3 |
40 |
43 | |||||
|
Changes in assets and liabilities |
|||||||||||
|
(Increase) decrease in accounts receivable, net |
6 |
- |
6 |
(29) |
- |
(29) | |||||
|
(Increase) decrease in inventories, net |
11 |
- |
11 |
48 |
- |
48 | |||||
|
(Increase) decrease in prepaid and other assets |
(2) |
(4) |
(6) |
(12) |
(4) |
(16) | |||||
|
Increase (decrease) in accounts payable and accrued liabilities |
(3) |
(34) |
(37) |
3 |
(30) |
(27) | |||||
|
Increase (decrease) in income taxes payable |
- |
(1) |
(1) |
- |
- |
- | |||||
|
Subtotal |
12 |
(39) |
(27) |
10 |
(34) |
(24) | |||||
|
Cash provided by (used in) operating activities, continuing operations |
142 |
(105) |
37 |
339 |
(245) |
94 | |||||
|
Capital expenditures |
(22) |
(1) |
(23) |
(61) |
(2) |
(63) | |||||
|
Free cash flow (non-U.S. GAAP) |
$ 120 |
$ (106) |
$ 14 |
$ 278 |
$ (247) |
$ 31 | |||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net income (loss) (U.S. GAAP) |
$(241) |
$(39) |
$(274) |
$(183) | ||||
|
Income (loss) from discontinued operations, net of tax (U.S. GAAP) |
(216) |
23 |
(179) |
55 | ||||
|
Net income (loss) from continuing operations (U.S. GAAP) |
(25) |
(62) |
(95) |
(238) | ||||
|
Interest and debt expense, net |
47 |
46 |
140 |
138 | ||||
|
Interest income |
(3) |
- |
(5) |
(2) | ||||
|
Income tax provision |
13 |
6 |
10 |
25 | ||||
|
Depreciation, depletion and amortization expense |
45 |
45 |
136 |
131 | ||||
|
EBITDA (non-U.S. GAAP) |
77 |
35 |
186 |
54 | ||||
|
Share-based compensation (a) |
5 |
8 |
26 |
18 | ||||
|
Transaction costs (b) |
13 |
- |
33 |
- | ||||
|
Restructuring (income) expense (c) |
- |
1 |
(1) |
2 | ||||
|
(Gain) loss on extinguishment of debt (d) |
28 |
- |
28 |
(4) | ||||
|
Foreign currency remeasurement (e) |
(5) |
14 |
1 |
32 | ||||
|
Other items (f) |
5 |
- |
12 |
4 | ||||
|
Adjusted EBITDA (non-U.S. GAAP) (g) |
$ 123 |
$ 58 |
$ 285 |
$ 106 | ||||
|
(a) |
Represents non-cash share-based compensation. | |||||||
|
(b) |
Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(c) |
Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global restructuring efforts which was recorded in "Restructuring income (expense)" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(d) |
Represents a $28 million loss which includes a $22 million loss associated with the redemption of the outstanding balance of the Senior Notes due 2020, $1 million of unamortized original debt issuance costs from the repayment of the UBS Revolver, and $5 million of debt issuance costs from the refinancing activities associated with the term loans. During 2016, the $4 million gain was associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes 2022. These amounts were recorded in "Gain (loss) on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(e) |
Represents foreign currency remeasurement which is included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(f) |
Includes noncash pension and postretirement costs, severance expense, accretion expense, insurance settlement gain and other items included in "Selling, general and administrative expenses" and "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(g) |
No income tax impact given full valuation allowance except for South Africa related restructuring costs. | |||||||
The following table reconciles income (loss) from operations, the comparable measure for segment reporting under U.S. GAAP, to Adjusted EBITDA by segment for the periods presented:
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
TiO2 segment |
$ 75 |
$ 17 |
$ 168 |
$ (12) | ||||
|
Corporate |
(24) |
(17) |
(90) |
(45) | ||||
|
Income (loss) from operations (U.S. GAAP) |
51 |
- |
78 |
(57) | ||||
|
TiO2 segment |
44 |
44 |
132 |
127 | ||||
|
Corporate |
1 |
1 |
4 |
4 | ||||
|
Depreciation, depletion and amortization expense |
45 |
45 |
136 |
131 | ||||
|
TiO2 segment |
17 |
15 |
44 |
41 | ||||
|
Corporate |
10 |
(2) |
27 |
(9) | ||||
|
Other |
27 |
13 |
71 |
32 | ||||
|
TiO2 segment |
136 |
76 |
344 |
156 | ||||
|
Corporate |
(13) |
(18) |
(59) |
(50) | ||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 123 |
$ 58 |
$ 285 |
$ 106 | ||||
|
TRONOX LIMITED | |||||||||||||
|
REVISION OF PREVIOUSLY ISSUED INTERIM UNAUDITED CONDENSED | |||||||||||||
|
CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||
|
Unaudited Condensed Consolidated Statement of Operations | |||||||||||||
|
Three Months Ended September 30, 2016 |
Nine Months Ended September 30, 2016 | ||||||||||||
|
As |
Adjustment |
Revised |
As |
Adjustment |
Revised | ||||||||
|
Net sales |
$ 339 |
$ - |
$ 339 |
$ 957 |
$ - |
$ 957 | |||||||
|
Cost of goods sold |
290 |
1 |
291 |
877 |
- |
877 | |||||||
|
Gross profit |
49 |
(1) |
48 |
80 |
- |
80 | |||||||
|
Selling, general and administrative expenses |
(47) |
- |
(47) |
(131) |
(4) |
(135) | |||||||
|
Income (loss) from operations |
1 |
(1) |
- |
(53) |
(4) |
(57) | |||||||
|
Other income (expense), net |
(13) |
3 |
(10) |
(22) |
- |
(22) | |||||||
|
Income (loss) from continuing operations before income taxes |
(58) |
2 |
(56) |
(209) |
(4) |
(213) | |||||||
|
Net income (loss) from continuing operations |
(64) |
2 |
(62) |
(235) |
(3) |
(238) | |||||||
|
Income (loss) from discontinued operations, net of tax |
22 |
1 |
23 |
53 |
2 |
55 | |||||||
|
Net income (loss) attributable to Tronox Limited |
(40) |
3 |
(37) |
(181) |
(1) |
(182) | |||||||
|
Net income (loss) per share from continuing operations, basic and diluted |
(0.54) |
0.01 |
(0.53) |
(2.02) |
(0.02) |
(2.04) | |||||||
|
Net income (loss) per share from discontinued operations, basic and diluted |
0.19 |
0.01 |
0.20 |
0.46 |
0.01 |
0.47 | |||||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
116,219 |
116,219 |
116,219 |
116,108 |
116,108 |
116,108 | |||||||
|
Unaudited Condensed Consolidated Balance Sheet | |||||||
|
December 31, 2016 | |||||||
|
As |
Adjustment |
Revised | |||||
|
Current assets of continuing operations |
$ 1,067 |
$ - |
$ 1,067 | ||||
|
Total assets of discontinued operations |
1,668 |
3 |
1,671 | ||||
|
Total current assets |
2,735 |
3 |
2,738 | ||||
|
Total assets |
4,961 |
3 |
4,964 | ||||
|
Accrued liabilities |
138 |
11 |
149 | ||||
|
Current liabilities of continuing operations |
443 |
10 |
453 | ||||
|
Total liabilities of discontinued operations |
110 |
1 |
111 | ||||
|
Total current liabilities |
553 |
11 |
564 | ||||
|
Total liabilities |
3,800 |
11 |
3,811 | ||||
|
Accumulated deficit |
(13) |
(6) |
(19) | ||||
|
Accumulated other comprehensive loss |
(495) |
(2) |
(497) | ||||
|
Total Tronox Limited shareholders' equity |
1,017 |
(8) |
1,009 | ||||
|
Total equity |
1,161 |
(8) |
1,153 | ||||
|
Total liabilities and equity |
4,961 |
3 |
4,964 | ||||
|
(1)Amounts reflect the results of Alkali as discontinued operations. | ||||
|
Unaudited Condensed Consolidated Statement of Cash Flows | |||||||||||||
|
There was no net impact to operating, investing and financing cash flows from the revisions for continuing operations for the nine months ended September 30, 2016. |
View original content:http://www.prnewswire.com/news-releases/tronox-reports-third-quarter-2017-financial-results-300552451.html
SOURCE Tronox Limited
Article Date
11/8/2017Tronox Announces Dates For Third Quarter Financial Results & Webcast Conference Call
Source: PR Newswire
STAMFORD, Conn., Oct. 11, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its third quarter 2017 financial results and webcast conference call:
Financial Results Release: Wednesday, November 8, 2017, after the market close via PR Newswire and the Tronox Limited website: tronox.com.
Webcast Conference Call: Thursday, November 9, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 98785994
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com.
Conference Call Replay: Available via the Internet and telephone beginning on November 9, 2017 at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), November 14, 2017.
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 98785994
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit tronox.com.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-third-quarter-financial-results--webcast-conference-call-300535027.html
SOURCE Tronox Limited
Article Date
10/11/201710/5/2017 - Tronox Limited Announces the Pricing of an Upsized Secondary Public Offering by Exxaro Resources Limited
Tronox Limited Announces the Pricing of an Upsized Secondary Public Offering by Exxaro Resources Limited
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Oct. 4, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX; the "Company") announced today that the previously announced underwritten registered offering by Exxaro Resources Limited (the "selling shareholder") of 19.5 million Class A ordinary shares of the Company was priced to the public at $22.00 per share. In connection with the offering, the selling shareholder has granted the underwriters a 30-day option to purchase up to 2.925 million additional shares. The selling shareholder will receive all of the net proceeds from the offering. No shares are being sold by the Company in the offering.
The offering is expected to close on October 10, 2017, subject to satisfactory completion of customary closing conditions.
The proposed offering is being made only by means of a prospectus. When available, copies of the final prospectus supplement for the offering may be obtained by visiting the website of the Securities and Exchange Commission (the "SEC") at www.sec.gov, or by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (866) 803-9204, email: prospectus-eq_fi@jpmchase.com; Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (888) 603-5847, email: Barclaysprospectus@broadridge.com; Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
The Class A ordinary shares described above are being offered by the selling shareholder pursuant to an effective shelf registration statement on Form S-3 previously filed by the Company with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About TRONOX
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Report on Form 10-Q for the period ended June 30, 2017.
Significant risks and uncertainties may relate to, but are not limited to, the risk that the Cristal Transaction will not close, including by failure to satisfy closing conditions or by the termination of the Cristal Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-limited-announces-the-pricing-of-an-upsized-secondary-public-offering-by-exxaro-resources-limited-300531491.html
SOURCE Tronox Limited
Article Date
10/5/2017Tronox Limited Announces Secondary Public Offering by Exxaro Resources Limited
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Oct. 2, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX; the "Company") announced today that Exxaro Resources Limited (the "selling shareholder") intends to offer for sale 16 million shares of the Company's Class A ordinary shares in an underwritten secondary offering pursuant to the Company's automatic shelf registration statement filed today with the Securities and Exchange Commission ("SEC"). The selling shareholder expects to grant the underwriters a 30-day option to purchase up to 2.4 million additional shares. The selling shareholder will receive all of the net proceeds from the offering. No shares are being sold by the Company in the offering.
Prospective investors should read the prospectus included in the registration statement, the preliminary prospectus supplement and other documents that the Company has filed with the SEC for more information. The registration statement, the preliminary prospectus supplement and the documents incorporated by reference therein are available at the SEC's website at www.sec.gov. Alternatively, a copy of the prospectus and related preliminary prospectus supplement may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (866) 803-9204, email: prospectus-eq_fi@jpmchase.com; Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (888) 603-5847, email: Barclaysprospectus@broadridge.com; Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About TRONOX
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Report on Form 10-Q for the period ended June 30, 2017.
Significant risks and uncertainties may relate to, but are not limited to, the risk that the Cristal Transaction will not close, including by failure to satisfy closing conditions or by the termination of the Cristal Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-limited-announces-secondary-public-offering-by-exxaro-resources-limited-300529404.html
SOURCE Tronox Limited
Article Date
10/2/2017Tronox Shareholders Approve Issuance of Shares for Cristal Acquisition
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Oct. 2, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX; the "Company") announced today that the shareholders of the Company approved the issuance of shares in connection with the Company's previously announced agreement to acquire the TiO2 business of The National Titanium Dioxide Company Limited ("Cristal"). The final tabulated results of the vote will be made available in a Form 8-K that the Company expects to file by the end of this week.
This approval satisfies a condition to closing of the acquisition of Cristal's TiO2 business. The closing of the acquisition remains subject to receipt of regulatory approvals in the U.S., EU, Saudi Arabia, and South Korea, as well as other customary closing conditions. The transaction is expected to close by the first quarter of 2018.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit www.tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Report on Form 10-Q for the period ended June 30, 2017.
Significant risks and uncertainties may relate to, but are not limited to, the risk that the Cristal Transaction does not close due to failure of a closing condition or termination of the Cristal Transaction Agreement in accordance with its terms, causing the Company to seek alternative financing for the Cristal Transaction; the risk that the Cristal Transaction will not close, including by failure to obtain shareholder approval, failure to obtain any necessary financing or the failure to satisfy other closing conditions under the Cristal Transaction Agreement or by the termination of the Cristal Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-shareholders-approve-issuance-of-shares-for-cristal-acquisition-300529046.html
SOURCE Tronox Limited
Article Date
10/2/20179/25/2017 - Tronox Redeems Its Outstanding $900 Million Aggregate Principal Amount of 6.375 Percent Senior Notes
Tronox Redeems Its Outstanding $900 Million Aggregate Principal Amount of 6.375 Percent Senior Notes
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Sept. 25, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX; the "Company") announced today that it redeemed the remaining outstanding balance of the $900 million aggregate principal amount of 6.375 percent senior notes due 2020 issued by its wholly owned subsidiary, Tronox Finance LLC (the "2020 Notes"). The 2020 Notes were issued in a private placement offering. The optional redemption occurred in accordance with the provisions of the Indenture, dated as of August 20, 2012, between Tronox Finance LLC, the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee, as supplemented from time to time. The total cash payment to redeem the 2020 Notes was approximately $917.1 million including a make-whole payment and accrued interest.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products.
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval. In connection with the Transaction Agreement (the "Cristal Transaction Agreement"), by and between Tronox, The National Titanium Dioxide Company ("Cristal") and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (the "Cristal Transaction"), the Company has filed, and intends to file, relevant materials with the U.S. Securities and Exchange Commission ("SEC"). The Company filed a definitive proxy statement regarding the Cristal Transaction with the SEC on August 31, 2017. Investors and Securityholders are urged to read the proxy statement (including all amendments and supplements thereto) and all other relevant documents regarding the proposed Cristal Transaction filed with the SEC or sent to shareholders as they become available as they will contain important information about the Cristal Transaction. You may obtain a free copy of the proxy statement and other relevant documents filed by the Company with the SEC at the SEC's website at www.sec.gov. Copies of documents filed by the Company with the SEC will be available free of charge on the Company's website at www.tronox.com or by contacting the Company's Investor Relations at +1.203.705.3722.
Certain Information Regarding Participants
The Company, Cristal and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Cristal Transaction. You can find information about the Company's directors and executive officers in the Company's definitive annual proxy statement filed with the SEC on March 16, 2017. Additional information regarding the interests of such potential participants is included in the definitive proxy statement regarding the Cristal Transaction filed with the SEC on August 31, 2017, and will be included in other relevant documents filed with the SEC.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the period ended June 30, 2017.
Significant risks and uncertainties may relate to, but are not limited to, the risk that the Cristal Transaction does not close due to failure of a closing condition or termination of the Cristal Transaction Agreement in accordance with its terms, causing the Company to seek alternative financing for the Cristal Transaction; the risk that the Cristal Transaction will not close, including by failure to obtain shareholder approval, failure to obtain any necessary financing or the failure to satisfy other closing conditions under the Cristal Transaction Agreement or by the termination of the Cristal Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction.
Media Contact: Bud Grebey
Direct: 203.705.3721
Investor Contact: Brennen Arndt
Direct: 203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-redeems-its-outstanding-900-million-aggregate-principal-amount-of-6375-percent-senior-notes-300525297.html
SOURCE Tronox Limited
Article Date
9/25/2017Tronox Completes Senior Notes Offering and Announces Closing of New Credit Facilities
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Sept. 22, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX; the "Company") announced today that (i) it completed its offering by its wholly owned subsidiary, Tronox Finance plc, of 5.750% senior notes due 2025 for an aggregate principal amount of $450,000,000, the net proceeds of which, together with borrowings under the Company's New Credit Facilities (defined below) will fund the redemption of the remaining outstanding balance of the $900 million aggregate principal amount of 6.375% senior notes due 2020 issued by Tronox Finance LLC and (ii) it paid off the remaining outstanding balance of the $1.5 billion senior secured term loan entered into by Tronox Pigments (Netherlands) B.V.
In addition, the Company announced the closing of the Company's first lien term loan credit facility (the "New Term Loan") and asset-based revolving syndicated facility (the "New ABL Facility" and, together with the New Term Loan, the "New Credit Facilities"). Pursuant to the New Term Loan, the Company's wholly owned subsidiaries Tronox Finance LLC and Tronox Blocked Borrower LLC borrowed $2,150,000,000 of first lien term loans. Pursuant to the New ABL Facility, the lenders thereunder have agreed to make available up to $550,000,000 of revolving credit loans and letters of credit to one or more of the Company's wholly owned subsidiaries in the United States, Australia and the Netherlands.
"This refinancing lowers our overall cost of debt, extends our debt portfolio's weighted average years to maturity, improves our mix of secured and unsecured debt, and provides additional pay down flexibility," said Tim Carlson, senior vice president and chief financial officer. "We believe we are now well-positioned to not only complete the transformational combination of Tronox and Cristal's TiO2 business but also, following closing, to rapidly deleverage our balance sheet as a result of the substantial free cash flow we believe our combination will generate."
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products.
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval. In connection with the Transaction Agreement (the "Cristal Transaction Agreement"), by and between Tronox, The National Titanium Dioxide Company ("Cristal") and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (the "Cristal Transaction"), the Company has filed, and intends to file, relevant materials with the U.S. Securities and Exchange Commission ("SEC"). The Company filed a definitive proxy statement regarding the Cristal Transaction with the SEC on August 31, 2017. Investors and Securityholders are urged to read the proxy statement (including all amendments and supplements thereto) and all other relevant documents regarding the proposed Cristal Transaction filed with the SEC or sent to shareholders as they become available, as they will contain important information about the Cristal Transaction. You may obtain a free copy of the proxy statement and other relevant documents filed by the Company with the SEC at the SEC's website at www.sec.gov. Copies of documents filed by the Company with the SEC will be available free of charge on the Company's website at www.tronox.com or by contacting the Company's Investor Relations at +1.203.705.3800.
Certain Information Regarding Participants
The Company, Cristal and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Cristal Transaction. You can find information about the Company's directors and executive officers in the Company's definitive annual proxy statement filed with the SEC on March 16, 2017. Additional information regarding the interests of such potential participants is included in the definitive proxy statement regarding the Cristal Transaction filed with the SEC on August 31, 2017, and will be included in other relevant documents filed with the SEC.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the period ended June 30, 2017.
Significant risks and uncertainties may relate to, but are not limited to, the risk that the Cristal Transaction does not close due to failure of a closing condition or termination of the Cristal Transaction Agreement in accordance with its terms, causing the Company to seek alternative financing for the Cristal Transaction; the risk that the Cristal Transaction will not close, including by failure to obtain shareholder approval, failure to obtain any necessary financing or the failure to satisfy other closing conditions under the Cristal Transaction Agreement or by the termination of the Cristal Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction.
Media Contact: Bud Grebey
Direct: 203.705.3721
Investor Contact: Brennen Arndt
Direct: 203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-completes-senior-notes-offering-and-announces-closing-of-new-credit-facilities-300524564.html
SOURCE Tronox Limited
Article Date
9/22/20179/15/2017 - Tronox Announces Offering of $450 Million Aggregate Principal Amount of 5.750% Senior Notes
Tronox Announces Offering of $450 Million Aggregate Principal Amount of 5.750% Senior Notes
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Sept. 14, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX; the "Company") announced today that it has priced its offering of $450 million aggregate principal amount of 5.750% Senior Notes due 2025 (the "Notes") through its subsidiary, Tronox Finance plc. The offering was made to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The closing of the offering is anticipated to take place on or about September 22, 2017, subject to customary closing conditions.
The Notes were offered at par and will bear interest semiannually at a rate equal to 5.750%. The Notes will be fully and unconditionally guaranteed on a senior, unsecured basis by Tronox Limited and certain of its subsidiaries.
The proceeds of the Notes are expected to be used, together with borrowings under the proposed new credit facilities, to fund the redemption of the outstanding amount of $900 million aggregate principal amount of 6.375% senior notes due 2020 issued by Tronox Finance LLC.
The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The Company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products.
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval. In connection with the Transaction Agreement (the "Cristal Transaction Agreement"), by and between Tronox, The National Titanium Dioxide Company ("Cristal") and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (the "Cristal Transaction"), the Company has filed, and intends to file, relevant materials with the U.S. Securities and Exchange Commission ("SEC"). The Company filed a definitive proxy statement regarding the Cristal Transaction with the SEC on August 31, 2017. Investors and Securityholders are urged to read the proxy statement (including all amendments and supplements thereto) and all other relevant documents regarding the proposed Cristal Transaction filed with the SEC or sent to shareholders as they become available as they will contain important information about the Cristal Transaction. You may obtain a free copy of the proxy statement and other relevant documents filed by the Company with the SEC at the SEC's website at www.sec.gov. Copies of documents filed by the Company with the SEC will be available free of charge on the Company's website at www.tronox.com or by contacting the Company's Investor Relations at +1.203.705.3722.
Certain Information Regarding Participants
The Company, Cristal and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Cristal Transaction. You can find information about the Company's directors and executive officers in the Company's definitive annual proxy statement filed with the SEC on March 16, 2017. Additional information regarding the interests of such potential participants is included in the definitive proxy statement regarding the Cristal Transaction filed with the SEC on August 31, 2017, and will be included in other relevant documents filed with the SEC.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the period ended June 30, 2017.
Significant risks and uncertainties may relate to, but are not limited to, the risk that the Cristal Transaction does not close due to failure of a closing condition or termination of the Cristal Transaction Agreement in accordance with its terms, causing the Company to seek alternative financing for the Cristal Transaction; the risk that the Cristal Transaction will not close, including by failure to obtain shareholder approval, failure to obtain any necessary financing or the failure to satisfy other closing conditions under the Cristal Transaction Agreement or by the termination of the Cristal Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction.
Media Contact: Bud Grebey
Direct: 203.705.3721
Investor Contact: Brennen Arndt
Direct: 203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-announces-offering-of-450-million-aggregate-principal-amount-of--5750-senior-notes-300520216.html
SOURCE Tronox Limited
Article Date
9/15/2017Tronox Limited Completes Sale of its Alkali Chemicals Business
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Sept. 1, 2017 /PRNewswire/ -- Tronox Limited (NYSE:TROX) today announced that it has completed the sale of its Alkali Chemicals business to Genesis Energy, L.P. (NYSE: GEL) previously announced on August 2, 2017. The purchase price was approximately $1.325 billion inclusive of approximately $106 million of non-cash net working capital.
"The sale of Alkali Chemicals is an important step in positioning Tronox as the global leader in the titanium dioxide (TiO2) industry. The proceeds will be used to fund the majority portion of the cash consideration for the acquisition of the TiO2 assets of Cristal, which is expected to close by the first quarter of 2018," said Tronox chief executive officer Peter Johnston.
Credit Suisse is acting as financial advisor to Tronox for both the Cristal and Alkali transactions and Kirkland & Ellis LLP and Willkie Farr & Gallagher LLP are Tronox's legal advisors.
About Tronox
Tronox Limited is a vertically integrated mining and inorganic chemical business. The company mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. For more information, visit www.tronox.com.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-limited-completes-sale-of-its-alkali-chemicals-business-300512946.html
SOURCE Tronox Limited
Article Date
9/1/2017Tronox Reports Second Quarter 2017 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Aug. 8, 2017 /PRNewswire/ -- Tronox Limited (NYSE:TROX) reported revenue of $622 million for the second quarter 2017, up 16 percent compared to $538 million in the second quarter 2016 and up 9 percent compared to $569 million in the first quarter 2017. Income from operations of $55 million in the quarter increased from $9 million in the year-ago quarter and $16 million in the prior quarter. Net income attributable to Tronox Limited of $3 million, or $0.02 per diluted share, which included acquisition related expenses of $9 million, or $0.07 per diluted share, improved from a net loss attributable to Tronox Limited of $52 million, or ($0.44) per diluted share in the year-ago quarter and a net loss attributable to Tronox Limited of $41 million, or ($0.35) per diluted share in the prior quarter. Excluding the acquisition related expenses, adjusted net income attributable to Tronox Limited (Non-GAAP) was $12 million, or $0.09 per diluted share. Adjusted EBITDA of $140 million was 97 percent higher than the $71 million reported in the year-ago quarter and 39 percent higher than the $101 million reported in the prior quarter.
Peter Johnston, chief executive officer of Tronox, said: "As we pre-released last week, our performance in the second quarter was strong with revenue up 16 percent over prior year, adjusted EBITDA of $140 million and adjusted EPS of $0.09. Our TiO2 business led the way with revenue growth of 26 percent and adjusted EBITDA growth of 116 percent versus prior year. TiO2 achieved an adjusted EBITDA margin of 29 percent, a clear indication of the benefits of vertical integration with all our assets in full operation. Driving this performance in TiO2 were higher pigment sales volumes and selling prices, up 7 percent sequentially and 18 percent versus prior year, higher selling prices for titanium feedstock and co-products, as well as higher production efficiency and strong cost performance. Alkali Chemicals delivered adjusted EBITDA of $41 million, up 41 percent versus prior year, benefiting from higher production volumes and lower operating costs. Our cash generation performance further strengthened our balance sheet, as we closed the quarter with $303 million of cash on hand and liquidity of $484 million.
"We are making great progress toward reaching our goal of positioning Tronox as the global leader in TiO2. Last week, we signed a definitive agreement to sell Alkali Chemicals with closing expected in the second half of 2017. The proceeds will be used to fund the majority portion of the cash consideration for the Cristal TiO2 acquisition, which is expected to close by the end of the first quarter of 2018. We also announced our intent to refinance a portion of our capital structure with the expectation of lowering our overall cost of debt, extending the portfolio's weighted average years to maturity, improving our mix of secured and unsecured debt and providing additional pay down flexibility. We expect to complete this refinancing by mid-October. Cristal TiO2 integration planning is proceeding on schedule so that we can from day one begin to realize the substantial value creation enabled by our combination. We are confident that 2017 will continue to be a year of strong performance and that 2018 will be a transformational one for Tronox."
Second Quarter 2017
Tronox TiO2
TiO2 segment revenue of $421 million increased 26 percent compared to $333 million in the year-ago quarter, driven by higher pigment selling prices and sales volumes coupled with higher titanium feedstock and co-products selling prices. Pigment sales of $306 million increased 25 percent compared to $244 million in the year-ago quarter, as average selling prices increased 18 percent (19 percent on a local currency basis) and sales volumes increased 6 percent. Pigment selling prices were higher in all regions. Titanium feedstock and co-products sales of $99 million increased 36 percent from $73 million in the year-ago quarter, driven by higher selling prices in all major products and higher feedstock volumes. CP titanium slag selling prices increased 4 percent and sales volumes increased 144 percent. llmenite selling prices increased 20 percent and sales volumes increased 201 percent. Zircon selling prices increased 4 percent while sales volumes were 11 percent lower due to timing as a shipment originally scheduled for the second quarter shipped in the third quarter. Natural rutile selling prices increased 8 percent and sales volumes increased 34 percent. Pig iron selling prices increased 38 percent while sales volumes were 14 percent lower as a shipment moved from the second quarter to the third quarter.
Compared sequentially, TiO2 segment revenue of $421 million increased 11 percent versus $378 million in the first quarter, driven by higher pigment selling prices and sales volumes, higher feedstock and co-products selling prices, as well as higher CP titanium slag and ilmenite sales volumes. Pigment sales of $306 million were 12 percent higher than sales of $272 million in the prior quarter, as selling prices increased 7 percent (6 percent on a local currency basis) and sales volumes increased 6 percent. Selling prices were higher in all regions. Titanium feedstock and co-products sales of $99 million increased from $92 million in the first quarter. CP titanium slag sales were up 50 percent as selling prices increased 6 percent and sales volumes increased 47 percent. Ilmenite selling prices improved 9 percent and sales volumes increased 55 percent. Zircon selling prices increased 4 percent while sales volumes were 26 percent lower due to the timing of shipments. Natural rutile selling prices improved by 4 percent and sales volumes increased 36 percent. Pig iron selling prices were 10 percent higher and sales volumes increased 2 percent.
TiO2 segment adjusted EBITDA of $123 million was 116 percent, or $66 million, higher than $57 million in the year-ago quarter driven by higher selling prices and sales volumes for both pigment and feedstock and co-products coupled with the benefit of higher production efficiency and strong cost performance. Compared sequentially, segment adjusted EBITDA of $123 million improved by 45 percent from $85 million in the first quarter, driven by the same factors as the year-on-year performance. TiO2 segment income from operations of $61 million improved from $7 million in the year-ago quarter and $32 million in the prior quarter. TiO2 delivered free cash flow of $67 million in the second quarter, as cash provided by operating activities was $86 million and capital expenditures were $19 million.
Tronox Alkali
Alkali segment revenue of $201 million in the second quarter compared to $205 million in the year-ago quarter as sales volumes were level and selling prices were 1 percent lower. In the domestic market, selling prices were 1 percent higher than the prior-year quarter while sales volumes were 6 percent lower due to timing of shipments and lower demand in container glass and detergent markets. In export markets, sales volumes increased 5 percent driven by higher demand in Asia-Pacific and Latin America and selling prices were level to the year-ago quarter.
Compared sequentially, Alkali revenue of $201 million increased 5 percent from $191 million in the first quarter, as sales volumes increased 5 percent and selling prices increased 1 percent. Domestic sales volumes increased 5 percent while selling prices were 1 percent higher. Export sales volumes increased 4 percent with selling prices also 1 percent higher.
Alkali segment adjusted EBITDA of $41 million increased from $29 million in the year-ago quarter driven by higher production volumes and lower operating costs. The prior-year quarter included items totaling approximately $9 million that did not occur in the current quarter, which were the move of our longwall mining machine, the transition from a shared services agreement to a Tronox system and labor agreement supply reliability planning costs. Compared sequentially, Alkali segment adjusted EBITDA of $41 million increased from $38 million in the first quarter driven by higher sales volumes and selling prices. Alkali segment income from operations of $23 million compared to $12 million in the year-ago quarter and $19 million in the prior quarter. Alkali delivered free cash flow of $31 million in the second quarter, as cash provided by operating activities was $35 million and capital expenditures were $4 million.
Corporate
Corporate loss from operations was $29 million compared to a loss from operations of $10 million in the year-ago quarter and a loss from operations of $35 million in the first quarter. The loss from operations in the second quarter included professional fees of $11 million primarily related to the Cristal transaction and the process to market our Alkali business, as well as higher employee stock-based and other compensation costs of $5 million. Corporate adjusted EBITDA was ($24) million compared to adjusted EBITDA of ($15) million in the year-ago quarter and adjusted EBITDA of ($22) million in the prior quarter. Corporate cash used in operations was $44 million and capital expenditures were $1 million.
Consolidated
Selling, general and administrative expenses were $69 million in the second quarter compared to $51 million in the year-ago quarter and $74 million in the prior quarter. The selling, general and administrative expenses in the second quarter included professional fees of $11 million primarily related to the Cristal transaction and the process to market our Alkali business, as well as higher employee stock-based and other compensation costs of $7 million. Interest and debt expense of $46 million was level to the year-ago quarter and the prior quarter. On June 30, 2017, gross consolidated debt was $3,052 million, and debt, net of cash and cash equivalents, was $2,749 million. Liquidity was $484 million and cash and cash equivalents were $303 million. Capital expenditures were $24 million and depreciation, depletion and amortization expense was $62 million.
Webcast Conference Call
Tronox will conduct a conference call on Wednesday, August 9, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 54296385
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Wednesday, August 9, 2017 at 10:30 a.m. ET (New York), until 1:00 p.m. ET (New York), on Monday, August 14, 2017.
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 54296385
Upcoming Conferences
During the third quarter 2017 a member of management is scheduled to present at the following conferences:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO2 mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, caustic soda, and other compounds which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA, free cash flow and adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different than non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures are not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
|
TRONOX LIMITED | |||||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (US GAAP) | |||||||||
|
(UNAUDITED) | |||||||||
|
(Millions of U.S. dollars, except share and per share data) | |||||||||
|
Three Months Ended |
Six Months Ended | ||||||||
|
2017 |
2016 |
2017 |
2016 | ||||||
|
Net sales |
$ 622 |
$ 538 |
$ 1,191 |
$ 1,014 | |||||
|
Cost of goods sold |
498 |
479 |
977 |
934 | |||||
|
Gross profit |
124 |
59 |
214 |
80 | |||||
|
Selling, general, and administrative expenses |
(69) |
(51) |
(143) |
(101) | |||||
|
Restructuring income (expense) |
- |
1 |
- |
(1) | |||||
|
Income (loss) from operations |
55 |
9 |
71 |
(22) | |||||
|
Interest and debt expense, net |
(46) |
(46) |
(92) |
(92) | |||||
|
Gain on extinguishment of debt |
- |
- |
- |
4 | |||||
|
Other expense, net |
(1) |
(3) |
(7) |
(12) | |||||
|
Income (loss) before income taxes |
8 |
(40) |
(28) |
(122) | |||||
|
Income tax provision |
(3) |
(10) |
(5) |
(22) | |||||
|
Net income (loss) |
5 |
(50) |
(33) |
(144) | |||||
|
Net income (loss) attributable to noncontrolling interest |
2 |
2 |
5 |
1 | |||||
|
Net income (loss) attributable to Tronox Limited |
$ 3 |
$ (52) |
$ (38) |
$ (145) | |||||
|
Net income (loss) per share, basic and diluted |
$ 0.02 |
$ (0.44) |
$ (0.32) |
$ (1.24) | |||||
|
Weighted average shares outstanding (in thousands): |
|||||||||
|
Basic |
119,188 |
116,184 |
118,804 |
116,052 | |||||
|
Diluted |
124,301 |
116,184 |
118,804 |
116,052 | |||||
|
Other Operating Data: |
|||||||||
|
Capital expenditures |
$ 24 |
$ 22 |
$ 56 |
$ 55 | |||||
|
Depreciation, depletion and amortization expense |
$ 62 |
$ 60 |
$ 123 |
$ 115 | |||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET INCOME (LOSS) | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net income (loss) attributable to Tronox Limited (U.S. GAAP) |
$ 3 |
$ (52) |
$ (38) |
$ (145) | ||||
|
Acquisition related matters (a) |
9 |
- |
20 |
- | ||||
|
Restructuring (income) expense (b) |
- |
(1) |
- |
1 | ||||
|
Gain on extinguishment of debt (c) |
- |
- |
- |
(4) | ||||
|
Adjusted net income (loss) attributable to Tronox Limited (non-U.S. GAAP) (d) |
$ 12 |
$ (53) |
$ (18) |
$ (148) | ||||
|
Diluted net income (loss) per share attributable to Tronox Limited (U.S. GAAP) |
$ 0.02 |
$ (0.44) |
$ (0.32) |
$ (1.24) | ||||
|
Acquisition related expense, per share |
0.07 |
- |
0.17 |
- | ||||
|
Restructuring (income) expense, per share |
- |
(0.01) |
- |
0.01 | ||||
|
Gain on extinguishment of debt, per share |
- |
- |
- |
(0.03) | ||||
|
Diluted adjusted income (loss) per share attributable to Tronox Limited (non-U.S. GAAP) |
$ 0.09 |
$ (0.45) |
$ (0.15) |
$ (1.26) | ||||
|
Weighted average shares outstanding, diluted (in thousands) |
124,301 |
116,184 |
118,804 |
116,052 | ||||
|
(a) |
Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2017. | |||||||
|
(b) |
Represents severance costs associated with the shutdown of our sodium chlorate plant and other global TiO2 restructuring efforts, which was recorded in "Restructuring expense" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(c) |
Represents the gain associated with the repurchase of $20 million face value of the $900 million aggregate principal amount of senior notes ("Senior Notes due 2020") and $600 million aggregate principal amount of senior notes ("Senior Notes 2022"), which was recorded in "Gain on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(d) |
No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. | |||||||
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
TiO2 segment |
$ 421 |
$ 333 |
$ 799 |
$ 618 | ||||
|
Alkali segment |
201 |
205 |
392 |
396 | ||||
|
Net sales |
$ 622 |
$ 538 |
$ 1,191 |
$ 1,014 | ||||
|
TiO2 segment |
$ 61 |
$ 7 |
$ 93 |
$ (29) | ||||
|
Alkali segment |
23 |
12 |
42 |
33 | ||||
|
Corporate |
(29) |
(10) |
(64) |
(26) | ||||
|
Income (loss) from operations |
55 |
9 |
71 |
(22) | ||||
|
Interest and debt expense, net |
(46) |
(46) |
(92) |
(92) | ||||
|
Gain on extinguishment of debt |
- |
- |
- |
4 | ||||
|
Other expense, net |
(1) |
(3) |
(7) |
(12) | ||||
|
Income (loss) before income taxes |
8 |
(40) |
(28) |
(122) | ||||
|
Income tax provision |
(3) |
(10) |
(5) |
(22) | ||||
|
Net income (loss) |
5 |
(50) |
(33) |
(144) | ||||
|
Net income (loss) attributable to noncontrolling interest |
2 |
2 |
5 |
1 | ||||
|
Net income (loss) attributable to Tronox Limited |
$ 3 |
$ (52) |
$ (38) |
$ (145) | ||||
|
TRONOX LIMITED | ||||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
|
(UNAUDITED) | ||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||
|
June 30, |
December 31, | |||||
|
ASSETS |
2017 |
2016 | ||||
|
Current Assets |
||||||
|
Cash and cash equivalents |
$ 303 |
$ 248 | ||||
|
Restricted cash |
2 |
3 | ||||
|
Accounts receivable, net of allowance for doubtful accounts |
457 |
424 | ||||
|
Inventories, net |
506 |
532 | ||||
|
Prepaid and other assets |
54 |
49 | ||||
|
Total current assets |
1,322 |
1,256 | ||||
|
Noncurrent Assets |
||||||
|
Property, plant and equipment, net |
1,816 |
1,831 | ||||
|
Mineral leaseholds, net |
1,608 |
1,607 | ||||
|
Intangible assets, net |
210 |
223 | ||||
|
Inventories, net |
15 |
14 | ||||
|
Other long-term assets |
23 |
22 | ||||
|
Total assets |
$ 4,994 |
$ 4,953 | ||||
|
LIABILITIES AND EQUITY |
||||||
|
Current Liabilities |
||||||
|
Accounts payable |
$ 201 |
$ 180 | ||||
|
Accrued liabilities |
181 |
186 | ||||
|
Short-term debt |
150 |
150 | ||||
|
Long-term debt due within one year |
16 |
16 | ||||
|
Income taxes payable |
2 |
1 | ||||
|
Total current liabilities |
550 |
533 | ||||
|
Noncurrent Liabilities |
||||||
|
Long-term debt, net |
2,886 |
2,888 | ||||
|
Pension and postretirement healthcare benefits |
116 |
122 | ||||
|
Asset retirement obligations |
76 |
73 | ||||
|
Long-term deferred tax liabilities |
161 |
152 | ||||
|
Other long-term liabilities |
30 |
32 | ||||
|
Total liabilities |
3,819 |
3,800 | ||||
|
Commitments and Contingencies |
||||||
|
Shareholders' Equity |
||||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 67,903,699 shares issued and 67,727,227 shares outstanding at June 30, 2017 and 65,998,306 shares issued and 65,165,672 shares outstanding at December 31, 2016 |
1 |
1 | ||||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at June 30, 2017 and December 31, 2016. |
- |
- | ||||
|
Capital in excess of par value |
1,535 |
1,524 | ||||
|
Accumulated deficit |
(69) |
(19) | ||||
|
Accumulated other comprehensive loss |
(454) |
(497) | ||||
|
Total Tronox Limited shareholders' equity |
1,013 |
1,009 | ||||
|
Noncontrolling interest |
162 |
144 | ||||
|
Total equity |
1,175 |
1,153 | ||||
|
Total liabilities and equity |
$ 4,994 |
$ 4,953 | ||||
|
TRONOX LIMITED | |||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Six Months Ended | |||
|
2017 |
2016 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net loss |
$(33) |
$(144) | |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||
|
Depreciation, depletion and amortization |
123 |
115 | |
|
Deferred income taxes |
2 |
(3) | |
|
Share-based compensation expense |
22 |
10 | |
|
Amortization of deferred debt issuance costs and discount on debt |
6 |
5 | |
|
Pension and postretirement healthcare benefit expense |
4 |
3 | |
|
Gain on extinguishment of debt |
- |
(4) | |
|
Other, net |
9 |
20 | |
|
Contributions to employee pension and postretirement plans |
(11) |
(9) | |
|
Changes in assets and liabilities: |
|||
|
(Increase) decrease in accounts receivable, net |
(28) |
(13) | |
|
(Increase) decrease in inventories, net |
36 |
87 | |
|
(Increase) decrease in prepaid and other assets |
(6) |
(2) | |
|
Increase (decrease) in accounts payable and accrued liabilities |
12 |
(16) | |
|
Increase (decrease) in income taxes payable |
1 |
20 | |
|
Cash provided by operating activities |
137 |
69 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(56) |
(55) | |
|
Proceeds from the sale of assets |
- |
1 | |
|
Cash used in investing activities |
(56) |
(54) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of debt |
(8) |
(23) | |
|
Proceeds from debt |
- |
- | |
|
Dividends paid |
(12) |
(35) | |
|
Restricted stock and performance-based shares settled in cash for taxes |
(11) |
- | |
|
Cash used in financing activities |
(31) |
(58) | |
|
Effects of exchange rate changes on cash and cash equivalents |
5 |
2 | |
|
Net increase (decrease) in cash and cash equivalents |
55 |
(41) | |
|
Cash and cash equivalents at beginning of period |
248 |
229 | |
|
Cash and cash equivalents at end of period |
$303 |
$188 | |
|
TRONOX LIMITED | |||||||||||||||
|
CONDENSED STATEMENT OF FREE CASH FLOWS (NON-U.S. GAAP) | |||||||||||||||
|
(UNAUDITED) | |||||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||||
|
Three Months Ended |
Six Months Ended | ||||||||||||||
|
TiO2 |
Alkali |
Corporate |
Consolidated |
TiO2 |
Alkali |
Corporate |
Consolidated | ||||||||
|
Operating income (loss) (U.S. GAAP) |
$ 61 |
$ 23 |
$ (29) |
$ 55 |
$ 93 |
$ 42 |
$ (64) |
$ 71 | |||||||
|
Depreciation, depletion and amortization expense |
44 |
16 |
2 |
62 |
88 |
32 |
3 |
123 | |||||||
|
Other |
18 |
2 |
3 |
23 |
27 |
5 |
15 |
47 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 123 |
$ 41 |
$ (24) |
$ 140 |
$ 208 |
$ 79 |
$ (46) |
$ 241 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 123 |
$ 41 |
$ (24) |
$ 140 |
$ 208 |
$ 79 |
$ (46) |
$ 241 | |||||||
|
Interest paid, net of capitalized interest and |
- |
- |
(16) |
(16) |
- |
- |
(84) |
(84) | |||||||
|
Income tax provision |
- |
- |
(3) |
(3) |
- |
- |
(5) |
(5) | |||||||
|
Transaction costs |
- |
- |
(9) |
(9) |
- |
- |
(20) |
(20) | |||||||
|
Contributions to employee pension and |
(5) |
(1) |
- |
(6) |
(9) |
(2) |
- |
(11) | |||||||
|
Deferred income taxes |
- |
- |
3 |
3 |
- |
- |
2 |
2 | |||||||
|
Other |
(3) |
(1) |
(26) |
(30) |
- |
(1) |
- |
(1) | |||||||
|
Changes in assets and liabilities |
|||||||||||||||
|
(Increase) decrease in accounts receivable, net |
(25) |
- |
- |
(25) |
(35) |
7 |
- |
(28) | |||||||
|
(Increase) decrease in inventories, net |
10 |
- |
- |
10 |
37 |
(1) |
- |
36 | |||||||
|
(Increase) decrease in prepaid and other assets |
(15) |
(1) |
1 |
(15) |
(10) |
4 |
- |
(6) | |||||||
|
Increase (decrease) in accounts payable and |
1 |
(3) |
31 |
29 |
6 |
2 |
4 |
12 | |||||||
|
Increase (decrease) in income taxes payable |
- |
- |
(1) |
(1) |
- |
- |
1 |
1 | |||||||
|
Subtotal |
(29) |
(4) |
31 |
(2) |
(2) |
12 |
5 |
15 | |||||||
|
Cash provided by (used in) operating activities |
86 |
35 |
(44) |
77 |
197 |
88 |
(148) |
137 | |||||||
|
Capital expenditures |
(19) |
(4) |
(1) |
(24) |
(39) |
(16) |
(1) |
(56) | |||||||
|
Free cash flow (non-U.S. GAAP) |
$ 67 |
$ 31 |
$ (45) |
$ 53 |
$ 158 |
$ 72 |
$ (149) |
$ 81 | |||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
Net income (loss) (U.S. GAAP) |
$ 5 |
$(50) |
$ (33) |
$(144) | ||||
|
Interest and debt expense, net |
46 |
46 |
92 |
92 | ||||
|
Interest income |
(1) |
(1) |
(2) |
(2) | ||||
|
Income tax provision |
3 |
10 |
5 |
22 | ||||
|
Depreciation, depletion and amortization expense |
62 |
60 |
123 |
115 | ||||
|
EBITDA (non-U.S. GAAP) |
115 |
65 |
185 |
83 | ||||
|
Share-based compensation (a) |
8 |
5 |
22 |
10 | ||||
|
Transaction costs (b) |
9 |
- |
20 |
- | ||||
|
Restructuring (income) expense (c) |
- |
(1) |
- |
1 | ||||
|
Gain on extinguishment of debt (d) |
- |
- |
- |
(4) | ||||
|
Foreign currency remeasurement (e) |
3 |
4 |
6 |
18 | ||||
|
Other items (f) |
5 |
(2) |
8 |
3 | ||||
|
Adjusted EBITDA (non-U.S. GAAP) (g) |
$140 |
$ 71 |
$241 |
$ 111 | ||||
|
(a) |
Represents non-cash share-based compensation. | |||||||
|
(b) |
Represents transaction costs associated with the Cristal Transaction which were recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(c) |
Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global restructuring efforts which was recorded in "Restructuring income (expense)" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(d) |
During 2016, we recognized $4 million of gain associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes due 2022, which was recorded in "Gain on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(e) |
Represents foreign currency remeasurement which is included in "Other expense, net" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(f) |
Includes noncash pension and postretirement costs, severance expense, insurance settlement gain and other items included in "Selling, general and administrative expenses" and "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | |||||||
|
(g) |
No income tax impact given full valuation allowance except for South Africa related restructuring costs. | |||||||
|
The following table reconciles income (loss) from operations, the comparable measure for segment reporting under U.S. GAAP, to Adjusted EBITDA by segment for the periods presented: | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2017 |
2016 |
2017 |
2016 | |||||
|
TiO2 segment |
$61 |
$7 |
$93 |
$(29) | ||||
|
Alkali segment |
23 |
12 |
42 |
33 | ||||
|
Corporate |
(29) |
(10) |
(64) |
(26) | ||||
|
Income (loss) from operations (U.S. GAAP) |
55 |
9 |
71 |
(22) | ||||
|
TiO2 segment |
44 |
43 |
88 |
83 | ||||
|
Alkali segment |
16 |
15 |
32 |
29 | ||||
|
Corporate |
2 |
2 |
3 |
3 | ||||
|
Depreciation, depletion and amortization expense |
62 |
60 |
123 |
115 | ||||
|
TiO2 segment |
18 |
7 |
27 |
25 | ||||
|
Alkali segment |
2 |
2 |
5 |
3 | ||||
|
Corporate |
3 |
(7) |
15 |
(10) | ||||
|
Other |
23 |
2 |
47 |
18 | ||||
|
TiO2 segment |
123 |
57 |
208 |
79 | ||||
|
Alkali segment |
41 |
29 |
79 |
65 | ||||
|
Corporate |
(24) |
(15) |
(46) |
(33) | ||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$140 |
$71 |
$241 |
$111 | ||||
|
TRONOX LIMITED | |||||||||||||
|
REVISION OF PREVIOUSLY ISSUED INTERIM UNAUDITED CONDENSED | |||||||||||||
|
CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||
|
Unaudited Condensed Consolidated Statement of Operations |
|||||||||||||
|
Three Months Ended |
Six Months Ended | ||||||||||||
|
As Reported |
Adjustment |
Revised |
As Reported |
Adjustment |
Revised | ||||||||
|
Net sales |
$ 537 |
$ 1 |
$ 538 |
$ 1,012 |
$ 2 |
$ 1,014 | |||||||
|
Cost of goods sold |
480 |
(1) |
479 |
935 |
(1) |
934 | |||||||
|
Gross profit |
57 |
2 |
59 |
77 |
3 |
80 | |||||||
|
Selling, general and administrative expenses |
(50) |
(1) |
(51) |
(97) |
(4) |
(101) | |||||||
|
Income (loss) from operations |
8 |
1 |
9 |
(21) |
(1) |
(22) | |||||||
|
Other expense, net |
- |
(3) |
(3) |
(9) |
(3) |
(12) | |||||||
|
Loss before income taxes |
(38) |
(2) |
(40) |
(118) |
(4) |
(122) | |||||||
|
Net loss |
(48) |
(2) |
(50) |
(140) |
(4) |
(144) | |||||||
|
Net loss attributable to Tronox Limited |
(50) |
(2) |
(52) |
(141) |
(4) |
(145) | |||||||
|
Loss per share, basic and diluted |
(0.42) |
(0.02) |
(0.44) |
(1.21) |
(0.03) |
(1.24) | |||||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
116,184 |
116,184 |
116,184 |
116,052 |
116,052 |
116,052 | |||||||
|
Unaudited Condensed Consolidated Balance Sheet |
|||||||||||||
|
December 31, 2016 |
|||||||||||||
|
As Reported |
Adjustment |
Revised |
|||||||||||
|
Accounts receivable, net of allowance for |
$ 421 |
$ 3 |
$ 424 |
||||||||||
|
Total current assets |
1,253 |
3 |
1,256 |
||||||||||
|
Total assets |
4,950 |
3 |
4,953 |
||||||||||
|
Accrued liabilities |
174 |
11 |
185 |
||||||||||
|
Total current liabilities |
522 |
11 |
533 |
||||||||||
|
Total liabilities |
3,789 |
11 |
3,800 |
||||||||||
|
Accumulated deficit |
(13) |
(6) |
(19) |
||||||||||
|
Accumulated other comprehensive loss |
(495) |
(2) |
(497) |
||||||||||
|
Total Tronox Limited shareholders' equity |
1,017 |
(8) |
1,009 |
||||||||||
|
Total equity |
1,161 |
(8) |
1,153 |
||||||||||
|
Total liabilities and equity |
4,950 |
3 |
4,953 |
||||||||||
|
Unaudited Condensed Consolidated Statement of Cash Flows |
|||||||||||||
|
The corresponding amounts have been revised within the statement of cash flows for the six months ended June 30, 2016 with no net impact to operating, investing, and financing cash flows. | |||||||||||||
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-reports-second-quarter-2017-financial-results-300501555.html
SOURCE Tronox Limited
Article Date
8/8/2017Tronox Signs Definitive Agreement to Sell Alkali Chemicals Business
Source: PR Newswire
STAMFORD, Conn., Aug. 2, 2017 /PRNewswire/ -- Tronox Limited (NYSE:TROX) announced today that it has signed a definitive agreement to sell its Alkali Chemicals business to Genesis Energy, L.P. (NYSE:GEL), a diversified midstream energy master limited partnership headquartered in Houston, Texas, for $1.325 billion in cash. The transaction is expected to close in the second half of 2017, subject to customary regulatory approvals and closing conditions.
Alkali Chemicals is the world's largest producer of natural soda ash with its mining and processing facilities located in Green River, Wyo. Alkali's products are used in glass manufacturing, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products.
Peter Johnston, chief executive officer of Tronox, said: "We were pleased to have received significant interest in our Alkali business from multiple potential buyers. Genesis' proposal was the most compelling for its overall value, with its combination of price, favorable contract terms, speed to closing, committed financing, and expected ease of regulatory approvals. These considerations, in aggregate, provided the highest level of certainty to Tronox. We anticipate being able to close this transaction prior to our planned closing of the Cristal TiO2 acquisition.
"Alkali Chemicals has consistently delivered strong operational and financial performance. The caliber of the Alkali workforce and their commitment to safe, high-quality production are unmatched in the natural soda ash industry. I thank the leadership team and all Alkali employees for their contributions to Tronox," said Johnston.
The sale of Alkali Chemicals is the next step in positioning Tronox as the global leader in TiO2. The proceeds will be used to fund the majority portion of the cash consideration for the Cristal TiO2 acquisition, which is expected to close by the first quarter of 2018. As an integral part of this strategy, the company announced its intention to refinance a portion of its capital structure. Net debt leverage of approximately 4.5x trailing twelve months pro forma EBITDA before synergies is expected at the closing of the Cristal transaction.
Credit Suisse is acting as financial advisor to Tronox for both the Cristal and Alkali transactions and Kirkland & Ellis LLP and Willkie Farr & Gallagher LLP are Tronox's legal advisors.
Second Quarter 2017 Selected Preliminary Financial Results
"We are also very pleased to report strong preliminary results for the second quarter of 2017 with revenue up 16 percent over prior year, adjusted EBITDA of $140 million and adjusted EPS of $0.09," said Johnston.
Johnston concluded: "We see the momentum in our TiO2 business continuing across the balance of this year and expect to benefit from additional pigment selling price increases, favorable market conditions for titanium feedstock and co-products, and continued strong cost performance. We are confident that 2017 will be a year of strong performance and that 2018 will be a transformational one for Tronox. Cristal TiO2 integration planning is proceeding on schedule so that we can from day one begin to realize the substantial value creation enabled by our combination."
Tronox plans to report its full second quarter 2017 financial results on the schedule previously announced with a press release issued on Tuesday, August 8, 2017, after the market close and a webcast conference call held on Wednesday, August 9, 2017, at 8:30 a.m. ET (New York). Call-in details are provided later in this release.
Tronox has not yet finalized its financial statement close process for the quarter ended June 30, 2017. As a result, the information in this statement is preliminary and based upon information available to the Company as of the date of the statement. In connection with the finalization process, Tronox may identify items that would require adjustments to its preliminary financial results announced herein. The company's financial results could be different, and those differences could be material. The preliminary financial results have been prepared by and are the responsibility of Tronox management. Our auditors, PricewaterhouseCoopers LLP, have not audited the accompanying preliminary financial data.
Capital Structure Refinancing
Tronox also announced its intent to refinance a portion of its capital structure with the expectation of lowering its overall cost of debt while extending the portfolio's weighted average years to maturity. The company expects to improve its mix of secured and unsecured debt and achieve more favorable covenants. The company also expects the new debt will provide additional pay down flexibility as the combination of Tronox's and Cristal's TiO2 businesses is expected to generate substantial additional free cash flow. Net debt leverage of approximately 4.5x trailing twelve months pro forma EBITDA before synergies is expected at the closing of the Cristal transaction. Further decreases in net leverage are anticipated during the period following the Cristal closing.
The Company anticipates completing the refinancing by mid-October. The proposed refinancing is subject to market conditions, and there can be no assurances that the proposed refinancing will be completed.
Second Quarter 2017 Financial Results Release and Webcast Conference Call
Financial Results Release: Tuesday, August 8, 2017, after the market close via PR Newswire and the Tronox Limited website: tronox.com
Webcast Conference Call: Wednesday, August 9, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 54296385
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Wednesday, August 9, 2017 at 10:30 a.m. ET (New York), until 1:00 p.m. ET (New York), on Monday, August 14, 2017.
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 54296385
About Tronox
Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO2 mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, caustic soda, and other compounds which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. For more information, visit www.tronox.com
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval. In connection with the Transaction Agreement (the "Cristal Transaction Agreement"), by and between Tronox Limited (the "Company"), The National Titanium Dioxide Company ("Cristal") and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (the "Cristal Transaction"), the Company has filed, and intends to file, relevant materials with the U.S. Securities and Exchange Commission ("SEC"). The Company filed a preliminary proxy statement with the SEC on June 30, 2017. Investors and Security holders are urged to read the proxy statement (including all amendments and supplements thereto) and all other relevant documents regarding the proposed Cristal Transaction filed with the SEC or sent to shareholders as they become available as they will contain important information about the Cristal Transaction. You may obtain a free copy of the proxy statement and other relevant documents filed by the Company with the SEC at the SEC's website at www.sec.gov. Copies of documents filed by the Company with the SEC will be available free of charge on the Company's website at www.tronox.com or by contacting the Company's Investor Relations at +1.203.705.3800.
Certain Information Regarding Participants
The Company, Cristal and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Cristal Transaction. You can find information about the Company's directors and executive officers in the Company's definitive annual proxy statement filed with the SEC on March 16, 2017. Additional information regarding the interests of such potential participants is included in the preliminary proxy statement regarding the Cristal Transaction, and will be included in other relevant documents filed with the SEC.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016.
Significant risks and uncertainties may relate to, but are not limited to, the risk that the Alkali sale transaction does not close due to a failure of a closing condition or termination of the Alkali purchase agreement in accordance with its terms causing the Company to seek alternative financing for the Cristal Transaction, the risk that the Cristal Transaction will not close, including by failure to obtain shareholder approval, failure to obtain any necessary financing or the failure to satisfy other closing conditions under the Cristal Transaction Agreement or by the termination of the Cristal Transaction Agreement; failure to plan and manage the Cristal Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Cristal Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Cristal Transaction.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-signs-definitive-agreement-to-sell-alkali-chemicals-business-300498860.html
SOURCE Tronox Limited
Article Date
8/3/2017Tronox Announces Dates For Second Quarter Financial Results & Webcast Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., July 12, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its second quarter 2017 financial results and webcast conference call:
Financial Results Release: Tuesday, August 8, 2017, after the market close via PR Newswire and the Tronox Limited website: tronox.com
Webcast Conference Call: Wednesday, August 9, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 54296385
Conference Call Presentation Slides will be used during the conference call and are available on our website: tronox.com
Conference Call Replay: Available via the Internet and telephone beginning on August 9, 2017 at 10:30 a.m. ET (New York), until 1:00 p.m. ET (New York), Monday, August 14, 2017.
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 54296385
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
View original content with multimedia:http://www.prnewswire.com/news-releases/tronox-announces-dates-for-second-quarter-financial-results--webcast-conference-call-300487307.html
SOURCE Tronox Limited
Article Date
7/12/20177/5/2017 - Tronox Increases Soda Ash Prices
Tronox Increases Soda Ash Prices
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., July 5, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today that, effective immediately or as contract terms permit, Tronox Alkali will increase soda ash prices by $6.00 per short ton for all grades of soda ash. The increase applies to both bulk and packaged products.
Tronox Alkali freight policy remains unchanged with all agreements on a freight collect (FOB Westvaco) basis. On customer request, Tronox will prepay all transportation charges – inclusive of fuel surcharges – and add these charges to the invoice with a $1.00 per short ton service charge. Tronox Alkali's current energy surcharge program remains in effect.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: David Caplan
Direct: + 1.307.872.2273
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
SOURCE Tronox Limited
Article Date
7/5/2017Tronox Reports The Passing Of Board Chairman And Former CEO Tom Casey
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., May 26, 2017 /PRNewswire/ -- It is with deep sadness to report the death of Tom Casey, chairman of the board of Tronox Limited (NYSE:TROX).
Mr. Casey was a remarkable leader who will be missed by his colleagues at Tronox, as well as the company's shareholders and business partners. Our thoughts and prayers are with his family during this difficult time.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Mobile: +1.203.219.5222
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
SOURCE Tronox Limited
Article Date
5/26/2017Tronox Commences Implementation Of Executive Leadership Transition Plan
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., May 10, 2017 /PRNewswire/ -- Tronox Limited (NYSE:TROX) announced today that Tom Casey will retire from his position as chief executive officer, for health reasons, effective May 15, 2017. Mr. Casey will remain as chairman of the board, where he will support the management transition and oversee the transaction processes for the acquisition of Cristal Chemicals' titanium dioxide (TiO2) assets, the marketing of the Tronox Alkali business, and related matters. The company has begun the implementation of the executive leadership transition plan, which was previously announced by the company's board of directors on March 29, 2016.
In accordance with the board's executive leadership transition plan, Peter Johnston, formerly head of Glencore Corporation's global nickel business and CEO of Minara Resources Limited, will assume the role of interim chief executive officer during the period in which the company identifies a successor to Mr. Casey. Mr. Johnston has been a director of the company since August 1, 2012 and will continue to serve as a director of the company.
The board has retained Korn Ferry to conduct the CEO search and will consider both internal and external candidates.
The Tronox Board of Directors has issued the following statement:
"Tom has informed us of his decision to step down as CEO of Tronox to devote more time and energy to his health. Tom is a remarkable leader who has been at the helm of Tronox since the company's emergence from receivership in 2011 through the recent announcement of the Cristal acquisition. In the process, Tronox has positioned itself as a world leader in the TiO2 industry. As an executive, and as a person, Tom is admired by the entire Tronox family, and the board fully understands and respects his decision. We have asked him to continue as chairman and we are thankful that he has agreed to do so."
Mr. Casey issued the following statement:
"Unfortunately, I am spending more time and energy on my health issues. My ability to deliver the commitment that my colleagues, our customers, our shareholders and other stakeholders deserve in the role of CEO of Tronox is no longer reasonable to expect, and so I have decided to retire from that role.
"I am confident that the company is well-situated to move forward through the necessary transition that we will now undertake. The board has had a plan for this transition for some time, and the team is ready to implement it.
"Our TiO2 business is performing extremely well and is in a very strong position – as our first quarter 2017 results demonstrated. We are still at the beginning of a significant, sustained recovery throughout this year and into an even bigger 2018. Our operational excellence initiatives have significantly improved our efficiency and cost basis, our cash generation performance has improved dramatically, our pigment and mineral sands markets are improving globally with pigment production and sales volumes at all-time highs. In fact, we anticipate that our improved performance will accelerate now that the first quarter's one-time items are behind us and that we will achieve industry-leading profitability.
"Global demand for soda ash is increasing and Chinese supply is both increasing in costs and diminishing in amount through the effects of more vigorous environmental enforcement and reduced domestic capacity. We are producing at 100 percent of available capacity at a structurally advantaged cost and continue to sell everything we make.
"Our TiO2 integration planning effort is fully active and making good progress on identifying concrete steps to accelerate the benefits of our combination with Cristal's TiO2 business. While we have received the expected second request for information from the U.S. Federal Trade Commission under the Hart-Scott-Rodino Act, we have discovered no significant obstacles to our completing this transaction and we are even more confident of the strategic value the transaction will enable. Similarly, our Alkali process is progressing well.
"All of these positive conditions allow me to be confident that the time is right to concentrate my energy on our Cristal, Alkali, and related strategic matters. Our performance is proof that our existing leadership team is deep and strong. I know that with Peter's oversight and my support, Tronox will continue on the positive course we are on today."
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Mobile: +1.203.219.5222
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
SOURCE Tronox Limited
Article Date
5/10/20174/6/2017 - Tronox Announces Dates For First Quarter 2017 Financial Results & Webcast Conference Call
Tronox Announces Dates For First Quarter 2017 Financial Results & Webcast Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., April 6, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its first quarter 2017 financial results and webcast conference call:
Financial Results Release: Wednesday, May 3, 2017, after the market close via PRNewswire and the Tronox Limited website at tronox.com.
Webcast Conference Call: Thursday, May 4, 2017, at 8:30 a.m. EDT (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 4010868
Conference Call Presentation Slides used during the conference call will be available on our website: tronox.com.
Conference Call Replay: Available via the Internet and telephone beginning on Thursday, May 4, 2017, at 11:30 a.m. EDT (New York), until 11:30 p.m. EDT (New York), Tuesday, May 9, 2017.
Internet Replay: tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 4010868
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit tronox.com.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
SOURCE Tronox Limited
Article Date
4/6/2017Tronox Reports Fourth Quarter and Full Year 2016 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Feb. 21, 2017 /PRNewswire/ -- Tronox Limited (NYSE:TROX) reported revenue of $548 million for the fourth quarter 2016, more than both the $535 million reported in the fourth quarter 2015 and $533 million reported in the third quarter 2016. Income from operations of $32 million improved from an operating loss of $38 million in the year-ago quarter and income from operations of $25 million in the prior quarter. Net income attributable to Tronox Limited of $122 million, or $1.00 per diluted share, which included a corporate reorganization tax benefit and restructuring benefit of $138 million, or $1.14 per diluted share, improved from a net loss attributable to Tronox Limited of $90 million, or ($0.78) per diluted share in the year-ago quarter and a net loss attributable to Tronox Limited of $40 million, or ($0.35) per diluted share in the prior quarter. Adjusted net loss attributable to Tronox Limited (Non-GAAP) was $16 million, or ($0.14) per diluted share. Adjusted EBITDA of $105 million improved by $45 million from $60 million in the year-ago quarter by $7 million from $98 million in the prior quarter.
Tom Casey, chairman and CEO of Tronox, said: "Our fourth quarter performance provided a strong finish to 2016. Our revenue increased both year-on-year and compared to the seasonally stronger third quarter. Our adjusted EBITDA increased 75 percent from the fourth quarter 2015 and exceeded our third quarter performance by 7 percent. Our TiO2 and Alkali businesses combined to deliver $126 million of adjusted EBITDA and $100 million of free cash flow. Driving the performance in TiO2 were our highest fourth quarter and month of December pigment sales volumes on record, higher selling prices, which increased 1 percent sequentially and 7 percent above prior year and continued substantial cost reductions resulting from its Operational Excellence program. Alkali's performance was driven by higher production volumes, lower operating costs and increased production efficiencies. Our cash generation performance further strengthened our balance sheet, as we closed the quarter with $248 million of cash on hand and liquidity of $533 million."
Casey continued, "We have said that 2016 marked the recovery in global TiO2 markets. Our strong performance in the fourth quarter continued to provide strong evidence of that. We expect the momentum generated last year to continue in 2017 based on our belief that pigment inventories, in the aggregate, are at or below normal levels at both customer and producer locations across the globe resulting in a continued tight supply-demand balance."
The Tronox Board of Directors declared quarterly dividend of $0.045 per share payable on March 17, 2017 to shareholders of record of company's Class A and Class B ordinary shares at close of business on March 6, 2017
Fourth Quarter 2016
Tronox TiO2
TiO2 segment revenue of $352 million was 5 percent higher than $336 million in the year-ago quarter, driven primarily by higher pigment selling prices and sales volumes. Pigment sales of $246 million increased 11 percent compared to $221 million in the year-ago quarter, as record fourth quarter sales volumes increased 4 percent and average selling prices increased 7 percent (8 percent on a local currency basis). Pigment sales volumes and selling prices increased in all regions. Titanium feedstock and co-products sales of $92 million compare to $93 million in the year-ago quarter. CP titanium slag sales volumes increased 50 percent above the year-ago quarter while selling prices were 1 percent lower. Zircon sales volumes increased 17 percent and selling prices were 11 percent lower than year-ago levels. Sales volumes for natural rutile were 29 percent lower while selling prices increased 6 percent. Pig iron sales volumes were 24 percent lower and selling prices increased 3 percent.
Compared sequentially, TiO2 segment revenue of $352 million increased 4 percent versus $339 million in the third quarter, driven by higher pigment selling prices and higher sales volumes for CP titanium slag, zircon and pig iron. Pigment sales of $246 in the seasonally lighter fourth quarter were 5 percent lower than sales of $260 million in the third quarter. Sales volumes were 6 percent lower while selling prices improved 1 percent sequentially (2 percent on a local currency basis). Selling prices were sequentially higher in Asia-Pacific, Europe and Latin America and level in North America. Titanium feedstock and co-products sales of $92 million increased 44 percent compared to $64 million in the third quarter led by higher sales volumes for CP titanium slag, zircon and pig iron. There were CP titanium slag sales to third parties in the fourth quarter whereas there were no sales in the prior quarter. Zircon sales volumes increased 26 percent and selling prices were level to the prior quarter. Natural rutile sales volumes were 3 percent lower while selling prices increased 5 percent. Pig iron sales volumes increased 57 percent and selling prices were 6 percent lower.
TiO2 segment adjusted EBITDA of $80 million more than doubled from $36 million in the year-ago quarter driven by higher pigment sales volumes and selling prices, significant cost reductions resulting from its Operational Excellence program and the benefit of higher pigment production efficiency and plant utilization. Compared sequentially, adjusted EBITDA of $80 million improved by 7 percent from $75 million in the third quarter, driven by higher feedstock and co-products sales volumes coupled with higher pigment selling prices.
TiO2 segment income from operations of $18 million improved from a loss of $65 million in the year-ago quarter and compares to income from operations of $18 million in the prior quarter. With cash provided by operating activities of $98 million and capital expenditures of $26 million, TiO2 delivered free cash flow of $72 million in the fourth quarter.
Tronox Alkali
Alkali segment revenue of $196 million compared to $199 million in the year-ago quarter as sales volumes were level to the year-ago quarter and selling prices were 2 percent lower. In the domestic market, sales volumes declined 2 percent due to the timing of sales while selling prices remained level. In export markets, sales volumes increased 3 percent driven by strong demand in Asia-Pacific and Latin America. Selling prices in export markets were 3 percent lower, primarily due to lower Asia-Pacific selling prices. However, Chinese soda ash producers' input costs, such as for coal, increased in the fourth quarter resulting in significant increases in Chinese domestic selling prices in the quarter. Chinese export selling price increases typically lag price increases in its domestic market.
Compared sequentially, Alkali revenue of $196 million increased 1 percent from $194 million in the third quarter, as sales volumes increased 3 percent driven by higher production while selling prices were 2 percent lower. Domestic sales volumes declined 1 percent due to the timing of sales while selling prices declined 2 percent due to customer mix. Export sales volumes increased 7 percent driven by strong demand in Asia-Pacific while selling prices were 1 percent lower than the third quarter.
Alkali segment adjusted EBITDA of $46 million increased from $38 million in the year-ago quarter driven by higher production volumes, lower operating costs and higher plant efficiencies. Compared sequentially, Alkali segment adjusted EBITDA of $46 million improved from $40 million in the third quarter, benefiting from higher production volumes and lower operating costs.
Alkali segment income from operations of $30 million improved from $23 million in the year-ago quarter and $23 million in the prior quarter. With cash provided by operating activities of $33 million and capital expenditures of $5 million, Alkali delivered free cash flow of $28 million in the fourth quarter.
Corporate
Corporate loss from operations was $16 million in the fourth quarter compared to income from operations of $4 million in the year-ago quarter and a loss from operations of $16 million in the third quarter. The $4 million income from operations in the year-ago quarter resulted from a change in segment allocation booked in that quarter. Corporate adjusted EBITDA was ($21) million compared to adjusted EBITDA of ($14) million in the year-ago quarter and adjusted EBITDA of ($17) million in the prior quarter. Corporate cash used in operations was $43 million and capital expenditures were $1 million in the quarter.
Consolidated
Selling, general and administrative expenses were $59 million in the fourth quarter compared to $46 million in the year-ago quarter and $54 million in the prior quarter. Interest and debt expense was $46 million in the fourth quarter compared to $45 million in the year-ago quarter and $46 million in the prior quarter. On December 31, 2016, gross consolidated debt was $3,054 million, and debt, net of cash and cash equivalents, was $2,806 million. Liquidity was $533 million and cash and cash equivalents on the balance sheet were $248 million. Capital expenditures were $32 million and depreciation, depletion and amortization expense was $61 million.
Full Year 2016
For the full-year 2016, revenue was $2,093 million compared to revenue of $2,112 million in 2015. Income from operations of $36 million improved significantly from a loss from operations of $118 million in the prior year. Net loss attributable to Tronox Limited of $59 million, or ($0.50) per diluted share, which included a corporate reorganization tax benefit, restructuring expense and a gain on the extinguishment of debt of $110 million, or $0.94 per diluted share, improved from a net loss attributable to Tronox Limited of $318 million, or ($2.75) per diluted share, which included acquisition related expense and restructuring expense of $57 million, or $0.49 per diluted share, in the prior year. Adjusted net loss attributable to Tronox Limited of $169 million, or ($1.44) per diluted share improved from an adjusted net loss attributable to Tronox Limited of $261 million, or ($2.26) per diluted share. Adjusted EBITDA was $314 million compared to adjusted EBITDA of $272 million in prior year.
Tronox TiO2
TiO2 segment revenue of $1,309 million was 13 percent lower than $1,510 million in the prior year, primarily the result of lower sales volumes and selling prices for titanium feedstock and co-products and lower pigment selling prices, partially offset by higher pigment sales volumes. Income from operations of $6 million improved from a loss from operations of $123 million in the prior year driven primarily by $73 million of cost reductions from its Operational Excellence program, higher pigment sales volumes and increased pigment plant efficiencies. Adjusted EBITDA of $236 million improved from $215 million in the prior year. Cash provided by operating activities of $343 million benefited from $156 million of aggregate cost reductions and $142 million of aggregate working capital reductions. With cash provided by operating activities of $343 million and capital expenditures of $84 million, TiO2 delivered free cash flow of $259 million.
Tronox Alkali
Alkali segment revenue of $784 million increased from $602 million in the prior year due to a full year of revenue in 2016, as compared to nine months in 2015, coupled with higher domestic selling prices, partially offset by lower export selling prices. Income from operations of $84 million increased from $69 million in the prior year also primarily due to an additional quarter of operating results in the current year. Alkali segment adjusted EBITDA of $149 million improved from $129 million in prior year due to an additional quarter of EBITDA and lower overhead spending, partially offset by lower export selling prices and one-time costs, including a second quarter shared services agreement transition. With cash provided by operating activities of $144 million and capital expenditures of $33 million, Alkali delivered free cash flow of $111 million.
Corporate
Corporate loss from operations was $54 million, down from a loss from operations of $64 million in the prior year. Corporate adjusted EBITDA was ($71) million compared to adjusted EBITDA of ($72) million in the prior year.
Consolidated
Selling, general and administrative expenses for the year were $210 million compared to $217 million in the prior year. Interest and debt expense of $184 million compared to $176 million last year. On December 31, 2016, gross consolidated debt was $3,054 million, and debt, net of cash and cash equivalents, was $2,806 million. Liquidity was $533 million including cash and cash equivalents on the balance sheet of $248 million. Capital expenditures for the year were $119 million compared to $191 million in the prior year. Depreciation, depletion and amortization expense was $236 million compared to $294 million in the prior year.
Webcast Conference Call
Tronox will conduct a conference call on Tuesday, February 21, at 8:30 a.m. ET (New York) to discuss the announced agreement for the acquisition of Cristal's TiO2 business and review its fourth quarter 2016 financial performance. The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 60414852
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Tuesday, February 21, at 11:30 a.m. ET (New York), until 10:30 p.m. ET (New York), on Sunday, February 26, 2017
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 60414852
Upcoming Conferences
During the first quarter 2017 a member of management is scheduled to present at the following conferences:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO2 mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, caustic soda, and other compounds which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA, free cash flow and adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different than non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures are not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
|
TRONOX LIMITED | |||||||||||||
|
CONSOLIDATED STATEMENTS OF OPERATIONS (US GAAP) | |||||||||||||
|
(UNAUDITED) | |||||||||||||
|
(Millions of U.S. dollars, except share and per share data) | |||||||||||||
|
Three Months Ended |
Year Ended | ||||||||||||
|
2016 |
2015 |
2016 |
2015 | ||||||||||
|
Net sales |
$ 548 |
$ 535 |
$ 2,093 |
$ 2,112 | |||||||||
|
Cost of goods sold |
458 |
513 |
1,846 |
1,992 | |||||||||
|
Gross profit |
90 |
22 |
247 |
120 | |||||||||
|
Selling, general, and administrative expenses |
(59) |
(46) |
(210) |
(217) | |||||||||
|
Restructuring expense |
1 |
(14) |
(1) |
(21) | |||||||||
|
Income (loss) from operations |
32 |
(38) |
36 |
(118) | |||||||||
|
Interest and debt expense, net |
(46) |
(45) |
(184) |
(176) | |||||||||
|
Gain on extinguishment of debt |
- |
- |
4 |
- | |||||||||
|
Other income (expense), net |
(6) |
6 |
(29) |
28 | |||||||||
|
Loss before income taxes |
(20) |
(77) |
(173) |
(266) | |||||||||
|
Income tax benefit (provision) |
144 |
(12) |
115 |
(41) | |||||||||
|
Net income (loss) |
124 |
(89) |
(58) |
(307) | |||||||||
|
Net income attributable to noncontrolling interest |
2 |
1 |
1 |
11 | |||||||||
|
Net income (loss) attributable to Tronox Limited |
$ 122 |
$ (90) |
$ (59) |
$ (318) | |||||||||
|
Income (loss) per share: |
|||||||||||||
|
Basic |
$ 1.04 |
$ (0.78) |
$ (0.50) |
$ (2.75) | |||||||||
|
Diluted |
$ 1.00 |
$ (0.78) |
$ (0.50) |
$ (2.75) | |||||||||
|
Weighted average shares outstanding (in thousands): |
|||||||||||||
|
Basic |
116,319 |
115,673 |
116,161 |
115,566 | |||||||||
|
Diluted |
120,881 |
115,673 |
116,161 |
115,566 | |||||||||
|
Other Operating Data: |
|||||||||||||
|
Capital expenditures |
$ 32 |
$ 50 |
$ 119 |
$ 191 | |||||||||
|
Depreciation, depletion and amortization expense |
$ 61 |
$ 72 |
$ 236 |
$ 294 | |||||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Net income (loss) attributable to Tronox Limited (U.S. GAAP) |
$ 122 |
$ (90) |
$ (59) |
$ (318) | ||||
|
Acquisition related matters (a) |
- |
- |
- |
36 | ||||
|
Restructuring expense (b) |
(1) |
14 |
1 |
21 | ||||
|
Gain on extinguishment of debt (c) |
- |
- |
(4) |
- | ||||
|
Tax impact of reorganization (d) |
(137) |
- |
(107) |
- | ||||
|
Adjusted net loss attributable to Tronox Limited (non-U.S. GAAP)(e) |
$ (16) |
$ (76) |
$ (169) |
$ (261) | ||||
|
Diluted income (loss) per share attributable to Tronox Limited (U.S. GAAP) |
$ 1.00 |
$ (0.78) |
$ (0.50) |
$ (2.75) | ||||
|
Acquisition related expense, per share |
- |
- |
- |
0.31 | ||||
|
Restructuring expense, per share |
(0.01) |
0.12 |
0.01 |
0.18 | ||||
|
Gain on extinguishment of debt, per share |
- |
- |
(0.03) |
- | ||||
|
Tax impact of reorganization, per share |
(1.13) |
- |
(0.92) |
- | ||||
|
Diluted adjusted loss per share attributable to Tronox Limited (non-U.S. GAAP) |
$ (0.14) |
$ (0.66) |
$ (1.44) |
$ (2.26) | ||||
|
Weighted average shares outstanding, diluted (in thousands) |
120,881 |
115,673 |
116,161 |
115,566 | ||||
|
(a) One-time non-operating items and the effect of acquisition. During 2015, transaction costs consist of costs associated with the acquisition of the Alkali business, including banking, legal and professional fees. During the year ended December 31, 2015, $9 million, $19 million and $8 million was recorded in "Cost of goods sold", "Selling, general and administrative expenses" and "Interest and debt expense, net", respectively, in the unaudited Consolidated Statements of Operations. | ||||||||
|
(b) Represents severance costs associated with the shutdown of our sodium chlorate plant and other global TiO2 restructuring efforts, which was recorded in "Restructuring expense" in the unaudited Consolidated Statements of Operations. | ||||||||
|
(c) Represents the gain associated with the repurchase of $20 million face value of the Senior Notes due 2020 and Senior Notes 2022, which was recorded in "Gain on extinguishment of debt" in the unaudited Consolidated Statements of Operations. | ||||||||
|
(d) Represents the benefit of corporate reorganization recorded in the unaudited Consolidated Statements of Operations. For the three months ended December 31, 2016 we recorded a tax benefit of $139 million offset by a foreign currency remeasurement loss of $2 million. For the year ended December 31, 2016 we recorded a tax benefit of $110 million offset by a foreign currency remeasurement loss of $3 million. | ||||||||
|
(e) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. |
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
TiO2segment |
$ 352 |
$ 336 |
$ 1,309 |
$ 1,510 | ||||
|
Alkali segment |
196 |
199 |
784 |
602 | ||||
|
Net sales |
$ 548 |
$ 535 |
$ 2,093 |
$ 2,112 | ||||
|
TiO2segment |
$ 18 |
$ (65) |
$ 6 |
$ (123) | ||||
|
Alkali segment |
30 |
23 |
84 |
69 | ||||
|
Corporate |
(16) |
4 |
(54) |
(64) | ||||
|
Income (loss) from operations |
32 |
(38) |
36 |
(118) | ||||
|
Interest and debt expense, net |
(46) |
(45) |
(184) |
(176) | ||||
|
Gain on extinguishment of debt |
- |
- |
4 |
- | ||||
|
Other income (expense), net |
(6) |
6 |
(29) |
28 | ||||
|
Loss before income taxes |
(20) |
(77) |
(173) |
(266) | ||||
|
Income tax benefit (provision) |
144 |
(12) |
115 |
(41) | ||||
|
Net income (loss) |
124 |
(89) |
(58) |
(307) | ||||
|
Net income attributable to noncontrolling interest |
2 |
1 |
1 |
11 | ||||
|
Net income (loss) attributable to Tronox Limited |
$ 122 |
$ (90) |
$ (59) |
$ (318) | ||||
|
TRONOX LIMITED | ||||||||
|
CONSOLIDATED BALANCE SHEETS | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
December 31 |
December 31 | |||||||
|
ASSETS |
2016 |
2015 | ||||||
|
Current Assets |
||||||||
|
Cash and cash equivalents |
$ 248 |
$ 229 | ||||||
|
Restricted cash |
3 |
5 | ||||||
|
Accounts receivable, net of allowance for doubtful accounts |
421 |
391 | ||||||
|
Inventories, net |
532 |
630 | ||||||
|
Prepaid and other assets |
49 |
46 | ||||||
|
Total current assets |
1,253 |
1,301 | ||||||
|
Noncurrent Assets |
||||||||
|
Property, plant and equipment, net |
1,831 |
1,843 | ||||||
|
Mineral leaseholds, net |
1,607 |
1,604 | ||||||
|
Intangible assets, net |
223 |
244 | ||||||
|
Inventories, net |
14 |
12 | ||||||
|
Other long-term assets |
22 |
23 | ||||||
|
Total assets |
$ 4,950 |
$ 5,027 | ||||||
|
LIABILITIES AND EQUITY |
||||||||
|
Current Liabilities |
||||||||
|
Accounts payable |
$ 181 |
$ 159 | ||||||
|
Accrued liabilities |
174 |
180 | ||||||
|
Short-term debt |
150 |
150 | ||||||
|
Long-term debt due within one year |
16 |
16 | ||||||
|
Income taxes payable |
1 |
43 | ||||||
|
Total current liabilities |
522 |
548 | ||||||
|
Noncurrent Liabilities |
||||||||
|
Long-term debt |
2,888 |
2,910 | ||||||
|
Pension and postretirement healthcare benefits |
122 |
141 | ||||||
|
Asset retirement obligations |
73 |
77 | ||||||
|
Long-term deferred tax liabilities |
152 |
143 | ||||||
|
Other long-term liabilities |
32 |
98 | ||||||
|
Total liabilities |
3,789 |
3,917 | ||||||
|
Contingencies and Commitments |
||||||||
|
Shareholders' Equity |
||||||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 65,998,306 shares issued and 65,165,672 shares outstanding at December 31, 2016 and 65,443,363 shares issued and 64,521,851 shares outstanding at December 31, 2015 |
1 |
1 | ||||||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at December 31, 2016 and December 31, 2015. |
- |
- | ||||||
|
Capital in excess of par value |
1,524 |
1,500 | ||||||
|
Accumulated deficit / retained earnings |
(13) |
93 | ||||||
|
Accumulated other comprehensive loss |
(495) |
(596) | ||||||
|
Total shareholders' equity |
1,017 |
998 | ||||||
|
Noncontrolling interest |
144 |
112 | ||||||
|
Total equity |
1,161 |
1,110 | ||||||
|
Total liabilities and equity |
$ 4,950 |
$ 5,027 | ||||||
|
TRONOX LIMITED | |||
|
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Year Ended | |||
|
2016 |
2015 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net loss |
$ (58) |
$ (307) | |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||
|
Depreciation, depletion and amortization |
236 |
294 | |
|
Tax impact of reorganization |
(107) |
- | |
|
Deferred income taxes |
(9) |
- | |
|
Share-based compensation expense |
25 |
22 | |
|
Amortization of deferred debt issuance costs and discount on debt |
11 |
11 | |
|
Pension and postretirement healthcare benefit expense |
8 |
5 | |
|
Gain on extinguishment of debt |
(4) |
- | |
|
Amortization of fair value inventory step-up |
- |
9 | |
|
Other |
55 |
(4) | |
|
Contributions to employee pension and postretirement plans |
(25) |
(17) | |
|
Changes in assets and liabilities: |
|||
|
(Increase) decrease in accounts receivable |
(27) |
20 | |
|
(Increase) decrease in inventories |
111 |
157 | |
|
(Increase) decrease in prepaid and other assets |
(9) |
18 | |
|
Increase (decrease) in accounts payable and accrued liabilities |
8 |
(12) | |
|
Increase (decrease) in income taxes payable |
(4) |
20 | |
|
Cash provided by operating activities |
211 |
216 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(119) |
(191) | |
|
Proceeds from the sale of assets |
2 |
1 | |
|
Acquisition of business |
- |
(1,650) | |
|
Cash used in investing activities |
(117) |
(1,840) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of debt |
(31) |
(18) | |
|
Proceeds from debt |
- |
750 | |
|
Debt issuance costs |
- |
(15) | |
|
Dividends paid |
(46) |
(117) | |
|
Proceeds from the exercise of warrants and options |
- |
3 | |
|
Cash provided by (used in) financing activities |
(77) |
603 | |
|
Effects of exchange rate changes on cash and cash equivalents |
2 |
(26) | |
|
Net increase (decrease) in cash and cash equivalents |
19 |
(1,047) | |
|
Cash and cash equivalents at beginning of period |
229 |
1,276 | |
|
Cash and cash equivalents at end of period |
$248 |
$ 229 | |
|
TRONOX LIMITED | |||||||||||||||
|
CONDENSED STATEMENT OF FREE CASH FLOWS (NON-U.S. GAAP) | |||||||||||||||
|
(UNAUDITED) | |||||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||||
|
Three Months Ended |
Year Ended | ||||||||||||||
|
TiO2 |
Alkali |
Corporate |
Consolidated |
TiO2 |
Alkali |
Corporate |
Consolidated | ||||||||
|
Operating income (loss) (U.S. GAAP) |
$ 18 |
$ 30 |
$ (16) |
$ 32 |
$ 6 |
$ 84 |
$ (54) |
$ 36 | |||||||
|
Depreciation, depletion and amortization expense |
44 |
15 |
2 |
61 |
171 |
59 |
6 |
236 | |||||||
|
Other |
18 |
1 |
(7) |
12 |
59 |
6 |
(23) |
42 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 80 |
$ 46 |
$ (21) |
$ 105 |
$ 236 |
$ 149 |
$ (71) |
$ 314 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 80 |
$ 46 |
$ (21) |
$ 105 |
$ 236 |
$ 149 |
$ (71) |
$ 314 | |||||||
|
Interest paid, net of capitalized interest and interest income |
- |
- |
(16) |
(16) |
- |
- |
(170) |
(170) | |||||||
|
Income tax benefit |
- |
- |
144 |
144 |
- |
- |
115 |
115 | |||||||
|
Contributions to employee pension and postretirement plans |
(4) |
(1) |
- |
(5) |
(19) |
(6) |
- |
(25) | |||||||
|
Tax impact of reorganization |
- |
- |
(137) |
(137) |
- |
- |
(107) |
(107) | |||||||
|
Deferred income taxes |
- |
- |
(5) |
(5) |
- |
- |
(9) |
(9) | |||||||
|
Other |
8 |
10 |
(31) |
(13) |
28 |
10 |
(24) |
14 | |||||||
|
Changes in assets and liabilities |
|||||||||||||||
|
(Increase) decrease in accounts receivable |
(18) |
(10) |
- |
(28) |
(21) |
(6) |
- |
(27) | |||||||
|
(Increase) decrease in inventories |
13 |
- |
- |
13 |
107 |
4 |
- |
111 | |||||||
|
(Increase) decrease in prepaid and other assets |
(3) |
(1) |
- |
(4) |
(8) |
(4) |
3 |
(9) | |||||||
|
Increase (decrease) in accounts payable and accrued liabilities |
22 |
(11) |
25 |
36 |
20 |
(3) |
(9) |
8 | |||||||
|
Increase (decrease) in income taxes payable |
- |
- |
(2) |
(2) |
- |
- |
(4) |
(4) | |||||||
|
Subtotal |
14 |
(22) |
23 |
15 |
98 |
(9) |
(10) |
79 | |||||||
|
Cash provided by (used in) operating activities (U.S. GAAP) |
98 |
33 |
(43) |
88 |
343 |
144 |
(276) |
211 | |||||||
|
Capital expenditures |
(26) |
(5) |
(1) |
(32) |
(84) |
(33) |
(2) |
(119) | |||||||
|
Free cash flow (non-U.S. GAAP) |
$ 72 |
$ 28 |
$ (44) |
$ 56 |
$ 259 |
$ 111 |
$ (278) |
$ 92 | |||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Net income (loss) (U.S. GAAP) |
$124 |
$(89) |
$ (58) |
$(307) | ||||
|
Interest and debt expense, net |
46 |
45 |
184 |
176 | ||||
|
Interest income |
(1) |
(2) |
(3) |
(7) | ||||
|
Income tax benefit (provision) |
(144) |
12 |
(115) |
41 | ||||
|
Depreciation, depletion and amortization expense |
61 |
72 |
236 |
294 | ||||
|
EBITDA (non-U.S. GAAP) |
86 |
38 |
244 |
197 | ||||
|
Amortization of inventory step-up from purchase accounting (a) |
- |
- |
- |
9 | ||||
|
Alkali transaction costs (b) |
- |
- |
- |
29 | ||||
|
Share-based compensation (c) |
6 |
5 |
25 |
22 | ||||
|
Restructuring expense (d) |
(1) |
14 |
1 |
21 | ||||
|
Gain on extinguishment of debt (e) |
- |
- |
(4) |
- | ||||
|
Foreign currency remeasurement (f) |
- |
(5) |
32 |
(21) | ||||
|
Other items (g) |
14 |
8 |
16 |
15 | ||||
|
Adjusted EBITDA (non-U.S. GAAP) (h) |
$105 |
$ 60 |
$314 |
$ 272 | ||||
|
(a) Amortization of inventory step-up from purchase accounting related to the acquisition of the Alkali business which is included in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(b) One-time non-operating items and the effect of acquisition which is included in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(c) Represents non-cash share-based compensation. | ||||||||
|
(d) Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global TiO2 restructuring efforts, and the Alkali Transaction which was recorded in "Restructuring expense" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(e) Represents the gain associated with the repurchase of $20 million face value of the our Senior Notes due 2020 and Senior Notes 2022, which was recorded in "Gain on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(f) Represents foreign currency remeasurement which is included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(g) Includes noncash pension and postretirement costs, severance expense, adjustment of transfer tax related to the Exxaro Transaction, insurance settlement gain, and other items included in "Selling general and administrative expenses" and "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(h) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. | ||||||||
|
The following table reconciles income (loss) from operations, the comparable measure for segment reporting under U.S. GAAP, to Adjusted EBITDA by segments for the periods presented: | ||||||||
|
Three Months Ended |
Year Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Tio2 segment |
18 |
(65) |
6 |
(123) | ||||
|
Alkali segment |
30 |
23 |
84 |
69 | ||||
|
Corporate |
(16) |
4 |
(54) |
(64) | ||||
|
Income (loss) from operations (U.S. GAAP) |
32 |
(38) |
36 |
(118) | ||||
|
Tio2 segment |
44 |
57 |
171 |
246 | ||||
|
Alkali segment |
15 |
14 |
59 |
42 | ||||
|
Corporate |
2 |
1 |
6 |
6 | ||||
|
Depreciation, depletion and amortization expense |
61 |
72 |
236 |
294 | ||||
|
Tio2 segment |
18 |
44 |
59 |
92 | ||||
|
Alkali segment |
1 |
1 |
6 |
18 | ||||
|
Corporate |
(7) |
(19) |
(23) |
(14) | ||||
|
Other |
12 |
26 |
42 |
96 | ||||
|
Tio2 segment |
80 |
36 |
236 |
215 | ||||
|
Alkali segment |
46 |
38 |
149 |
129 | ||||
|
Corporate |
(21) |
(14) |
(71) |
(72) | ||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$105 |
$ 60 |
$314 |
$ 272 | ||||
SOURCE Tronox Limited
Article Date
2/21/2017Tronox Announces Definitive Agreement to Acquire Cristal TiO(2) Business
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Feb. 21, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced a definitive agreement to acquire the TiO2 business of Cristal, a privately held global chemical and mining company, for $1.673 billion of cash and Class A ordinary shares representing 24 percent ownership in pro forma Tronox. Concurrently with this announcement, the company announced its intent to begin a process to sell its Alkali business. The cash portion of the purchase consideration is expected to be funded through proceeds from the sale of assets, including the sale of Alkali and selected other non-core assets if appropriate, and cash on hand.
The combination of the TiO2 businesses of Tronox and Cristal creates the world's largest and most highly integrated TiO2 pigment producer with assets and operations on six continents. The combined company will operate 11 TiO2 pigment plants in eight countries with a total capacity of 1.3 million metric tons per annum and will have titanium feedstock operations in three countries with a total capacity of 1.5 million metric tons per annum.
"We are pleased to announce the highly synergistic combination of the TiO2 businesses of Tronox and Cristal that will bring significant value to our shareholders, our customers and our employees," said Tom Casey, Tronox Chairman and CEO. Because we don't expect to take on new debt, we project a 50 percent reduction in our net leverage ratio. EPS accretion of more than 100 percent is expected in year one and we believe that between 2018 to 2021 our projected pro forma EPS, EBITDA and free cash flow growth rates will improve by approximately 70 percent, 30 percent and 60 percent, respectively, versus Tronox standalone. We believe this combination presents an extraordinary opportunity to build a global leader that will offer the best results to customers, shareholders, creditors and employees."
"Our intent to sell Alkali comes at an attractive time as the global market for natural soda ash is recovering and prices are improving. Alkali has continually sold every ton of product it produces. The caliber of the Alkali workforce and their commitment to safe, high-quality production are unmatched in the natural soda ash industry. I thank the leadership team and all Alkali employees for their contributions to Tronox," added Casey.
Tasnee CEO Mutlaq Al-Morished commented, "This transaction enables Cristal and Tronox to position the combined businesses for long-term success in the TiO2 industry. This also allows Tasnee to focus on its petrochemical assets, downstream business and other strategic business development opportunities, while substantially deleveraging its balance sheet."
"This agreement will create the most diverse manufacturing platform of any titanium dioxide company. The resulting global network and synergies arising from consolidation of businesses will allow us to better meet customer needs worldwide and provide a more sustainable business. The success of the new company will come from its people, and I have no doubt that they will take the knowledge, skill, commitment and passion that they have shown in the past to help in building a new world-class company," said Dr. Talal Al-Shair, Vice Chairman, Tasnee and Chairman of Cristal.
The acquisition has received the unanimous approval of the Tronox and Cristal boards of directors. The transaction is subject to the approval by Tronox Class A and B shareholders, voting as a single class, as well as regulatory approvals and customary closing conditions. Closing is expected to occur before the first quarter 2018. Tronox anticipates completing the sale of its Alkali business in the second half of 2017.
Tom Casey will remain chairman and chief executive officer of the company. The size of the company's board of directors will remain unchanged at nine members. Cristal's owners will receive two of the nine existing Board seats. Exxaro Mineral Resources will remain on the Board with its three seats. The company's corporate offices will remain in Stamford, Conn., and it will continue as a public company listed on the New York Stock Exchange and remain incorporated in the state of Western Australia, Australia.
Credit Suisse is acting as financial advisor to Tronox for both the Cristal and Alkali transactions and Kirkland & Ellis LLP and Willkie Farr & Gallagher LLP are Tronox's legal advisors.
Webcast/Conference Call
Tronox will conduct a webcast conference call to discuss this transaction on Tuesday, February 21, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 60414852
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Tuesday, February 21, at 11:30 a.m. ET (New York), until 10:30 p.m. ET (New York), on Sunday, February 26, 2017
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 60414852
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company's TiO2 business operates four chemical manufacturing plants in three countries, and operates mines in South Africa and Australia. Tronox Alkali operates two trona ore mines and seven inorganic chemical manufacturing sites in the United States.
About Cristal
Cristal (also known as The National Titanium Dioxide Company Limited) operates eight manufacturing plants in seven countries on five continents and employs approximately 4,100 people worldwide. Cristal is owned 79 percent by Tasnee (a listed Saudi joint-stock company) and 20 percent by Gulf Investment Corporation (GIC), a company equally owned by the six states of the Gulf Cooperation Council (GCC), headquartered in Kuwait. One percent of the company is owned by Dr. Talal Al-Shair, who also serves as vice chairman, Tasnee and chairman of Cristal.
Tasnee (also known as The National Industrialization Company of Saudi Arabia) was established in 1985 as Saudi Arabia's first joint-stock industrial company fully owned by the private sector. Tasnee erects, manages, operates and owns petrochemical, chemical, plastic, engineering and metal projects and provides industrial services and markets its products in five major sectors.
GIC is an investment company incorporated in the State of Kuwait in 1983 as a Gulf Shareholding Company. It is equally owned by the governments of the six member states of the GCC, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates.
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval. In connection with the Transaction Agreement, by and between Tronox Limited (the "Company"), The National Titanium Dioxide Company ("Cristal") and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (the "Transaction"), the Company intends to file relevant materials with the U.S. Securities and Exchange Commission ("SEC"), including a proxy statement. Investors and Securityholders are urged to read the proxy statement (including all amendments and supplements thereto) and all other relevant documents regarding the proposed Transaction filed with the SEC or sent to shareholders as they become available as they will contain important information about the Transaction. You may obtain a free copy of the proxy statement (if and when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC's website at www.sec.gov. Copies of documents filed by the Company with the SEC will be available free of charge on the Company's website at www.tronox.com or by contacting the Company's Investor Relations at +1.203.705.3722.
Certain Information Regarding Participants
The Company, Cristal and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Transaction. You can find information about the Company's directors and executive officers in the Company's definitive annual proxy statement filed with the SEC on April 8, 2016. Additional information regarding the interests of such potential participants will be included in the proxy statement regarding the Transaction and other relevant documents filed with the SEC.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon management's current beliefs and expectations and are subject to uncertainty and changes in circumstances and contain words such as "believe," "intended," "expect," and "anticipate," and include statements about expectations for future results.
The forward-looking statements involve risks that may affect the company's operations, markets, products, services, prices and other risk factors discussed in the Company's filings with the SEC, including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the period ended March 31, 2016. Significant risks and uncertainties may relate to, but are not limited to, the risk that the Transaction will not close, including by failure to obtain shareholder approval, failure to obtain any necessary financing or the failure to satisfy other closing conditions under the Transaction Agreement or by the termination of the Transaction Agreement; failure to plan and manage the Transaction effectively and efficiently; the risk that a regulatory approval that may be required for the Transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the risk that expected synergies will not be realized or will not be realized within the expected time period; unanticipated increases in financing and other costs, including a rise in interest rates; reduced access to unrestricted cash; compliance with our bank facility covenants; the price of our shares; general market conditions; our customers potentially reducing their demand for our products; more competitive pricing from our competitors or increased supply from our competitors; operating efficiencies and other benefits expected from the Transaction. Neither the Company's investors and securityholders nor any other person should place undue reliance on these forward-looking statements. Unless otherwise required by applicable laws, the Company undertakes no obligations to update or revise any forward-looking statements, whether as a result of new information or future developments.
Tronox Corporate Media Contact: Bud Grebey
Direct: +1.203.705.3721
Tronox Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
Tronox Alkali Media Contact: David Caplan
Direct: +1.307.872.2273
SOURCE Tronox Limited
Article Date
2/21/2017Tronox to Make Material Announcement and Release Fourth Quarter 2016 Results Today
Source: PR Newswire
STAMFORD, Conn., Feb. 21, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced that it will be making a material announcement and concurrently releasing its fourth quarter 2016 results today, Tuesday, February 21, 2017, at approximately 7:30 a.m. ET (New York).
Tronox will conduct a webcast conference call today, Tuesday, February 21, 2017, at 8:30 a.m. ET (New York) to discuss this material announcement and review its fourth quarter 2016 results.
The company will not have any communications until this webcast conference call.
Webcast/Conference Call
The webcast conference call will be held on Tuesday, February 21, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 60414852
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Tuesday, February 21, at 11:30 a.m. ET (New York), until 10:30 p.m. ET (New York), on Sunday, February 26, 2017
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 60414852
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company's TiO2 business operates four chemical manufacturing plants in three countries, and operates mines in South Africa and Australia. Tronox Alkali operates two trona ore mines and seven inorganic chemical manufacturing sites in the United States.
Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Tronox Media Contact: Bud Grebey
Direct: +1.203.705.3721
Tronox Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
SOURCE Tronox Limited
Article Date
2/21/20171/26/2017 - Tronox Announces Dates For Fourth Quarter - Year-End 2016 Financial Results & Webcast Conference Call
Tronox Announces Dates For Fourth Quarter - Year-End 2016 Financial Results & Webcast Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Jan. 26, 2017 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its fourth quarter and year-end 2016 financial results and webcast conference call:
Financial Results Release: Wednesday, February 22, 2017, after the market close via PR Newswire and the Tronox Limited website at tronox.com
Webcast Conference Call: Thursday, February 23, 2017, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 60414852
Conference Call Presentation Slides will be used during the conference call and are available on our website at: tronox.com
Conference Call Replay: Available via the Internet and telephone beginning on Thursday, February 23, 2017 at 11:30 a.m. ET (New York), until 10:30 p.m. ET (New York), Tuesday, February 28, 2017.
Internet Replay: tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 60414852
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
SOURCE Tronox Limited
Article Date
1/26/2017Tronox Raising Price of USP and Industrial Grade Sodium Bicarbonate
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Nov. 7, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today, effective January 1, 2017 or as contract terms permit, its Tronox Alkali business will increase list and off-list prices for all U.S. Pharmacopeia (USP) and Industrial grade sodium bicarbonate products by $15 per ton, Free On Board, Green River, Wyo., USA.
This price increase is necessary to cover increased manufacturing and regulatory compliance costs.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com.
|
Media Contacts: |
Bud Grebey, +1.203.705.3721 |
|
David Caplan, +1 307 872 2273 | |
|
Investor Contact: |
Brennen Arndt, +1.203.705.3722 |
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
11/7/2016Tronox Reports Third Quarter 2016 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Nov. 2, 2016 /PRNewswire/ -- Tronox Limited (NYSE:TROX) today reported third quarter 2016 revenue of $533 million compared to $575 million in the third quarter 2015 and $537 million in the second quarter 2016. Income from operations of $25 million improved from an operating loss of $21 million in the year-ago quarter and income from operations of $8 million in the prior quarter. Net loss attributable to Tronox Limited of $40 million, or $0.35 per diluted share, which included restructuring expense of $1 million, or $0.01 per diluted share, improved from a net loss attributable to Tronox Limited of $60 million, or $0.52 per diluted share in the year-ago quarter and a net loss attributable to Tronox Limited of $50 million, or $0.42 per diluted share in the prior quarter. Adjusted net loss attributable to Tronox Limited (Non-GAAP) was $39 million, or $0.34 per diluted share. Adjusted EBITDA of $98 million improved from $81 million in the year-ago quarter and $71 million in the prior quarter.
Tom Casey, chairman and CEO of Tronox, said: "We delivered strong adjusted EBITDA and free cash flow performance in the third quarter. Our TiO2 business generated additional momentum in the quarter to that generated in the second quarter, driven by higher pigment sales volumes and selling prices on both year-on-year and sequential bases coupled with continued strong operating cost performance. Our Alkali business returned to adjusted EBITDA and free cash flow levels that overcame and exceeded the series of one-off items that impacted results in the second quarter. In TiO2, pigment selling prices increased by 6 percent sequentially and were 1 percent above the prior-year quarter. This increase marks the first time since the third quarter of 2012 that pigment prices were higher on a year-on-year basis. We continue to match pigment production volumes to sales volumes and keep inventory at or below normal levels. Moreover, we believe pigment inventories, in the aggregate, are at or below normal levels at both customer and producer locations across the globe resulting in a continued tight supply-demand balance. Our cash generation performance in the quarter further strengthened our balance sheet, as we closed the quarter with $202 million of cash on hand and liquidity of $470 million."
Third Quarter 2016
Tronox TiO2
TiO2 segment revenue of $339 million was 11 percent lower than $380 million in the year-ago quarter, primarily the result of lower sales volumes for CP titanium slag and pig iron. Pigment sales of $260 million increased 7 percent compared to $244 million in the year-ago quarter, as sales volumes increased 6 percent and average selling prices increased 1 percent (1 percent on a local currency basis). Higher sales volumes were realized in North America and Asia-Pacific, while sales volumes in EMEA and Latin America were modestly lower than those in the year-ago quarter. Selling prices were higher in Asia-Pacific and EMEA, level in Latin America and lower in North America compared to the year-ago quarter. Titanium feedstock and co-products sales of $64 million were 38 percent lower than $103 million in the year-ago quarter, driven by lower sales volumes for CP titanium slag and pig iron and, to a lesser extent, lower zircon selling prices. There were no sales of CP titanium slag to third parties in the third quarter compared to significant sales in the year-ago quarter. Sales volumes for natural rutile were 5 percent lower and selling prices were 8 percent lower. Zircon sales volumes were 1 percent lower and selling prices were 13 percent lower than the year-ago quarter. Pig iron sales volumes declined 68 percent and selling prices were 13 percent lower. Lower pig iron sales can be attributed to lower production as last year we suspended the operation of two of our four furnaces in South Africa that produced titanium slag and pig iron. We continued to operate at these reduced rates during the third quarter. Pig iron is a by-product of making titanium slag and its selling prices are correlated to market pricing for iron ore.
Compared sequentially, TiO2 segment revenue of $339 million increased 2 percent versus $333 million in the second quarter, driven by higher pigment selling prices. Pigment sales of $260 million increased 7 percent compared to $244 million in the second quarter, as sales volumes increased 1 percent and selling prices increased 6 percent (6 percent on a local currency basis). Sales volumes were higher in Europe and Latin America, level in Asia-Pacific and lower in North America. Selling prices were higher in all regions. Titanium feedstock and co-products sales of $64 million declined 12 percent compared to $73 million in the second quarter due to lower CP titanium slag sales and lower pig iron sales volumes. There were no CP titanium slag sales to third parties in the third quarter whereas there were sales in the second quarter. Zircon sales volumes and selling prices were level to the prior quarter. We expect zircon sales volumes in 2016 to exceed those of 2015 as we continue to ramp up production at our Fairbreeze mine to match market demand. Natural rutile sales volumes increased 2 percent and selling prices also increased 2 percent. Pig iron sales volumes declined 51 percent due to the timing of sales and selling prices increased 6 percent.
TiO2 segment income from operations of $18 million improved from an operating loss of $26 million in the year-ago quarter and income from operations of $6 million in the prior quarter. With cash provided by operating activities of $117 million and capital expenditures of $23 million, TiO2 delivered free cash flow of $94 million in the third quarter.
TiO2 segment adjusted EBITDA of $75 million increased 29 percent from $58 million in the year-ago quarter driven by higher pigment sales volumes, significant cost reductions resulting from its Operational Excellence program and the favorable impact of foreign exchange on production costs, partially offset by the impact of feedstock production curtailments. Compared sequentially, adjusted EBITDA of $75 million improved by 27 percent from $59 million in the second quarter, driven by pigment selling price increases, production cost reductions and the benefit of higher pigment production efficiency and plant utilization.
Tronox Alkali
Alkali segment revenue of $194 million compared to $195 million in the year-ago quarter as 3 percent higher sales volumes were offset by 3 percent lower selling prices. In the domestic market, sales volumes declined 3 percent due to the timing of sales while selling prices increased 1 percent. In export markets, sales volumes increased 9 percent driven by strong demand in Asia-Pacific and Latin America. Selling prices in export markets were 7 percent lower, primarily due to lower Asia-Pacific selling prices. Chinese soda ash producers lowered domestic and export prices in the fourth quarter last year as raw material, shipping and energy cost deflation and currency devaluation lowered their costs. However, Chinese input costs, such as for coal, have now begun to move upward and there are indications that domestic pricing has also moved upward. As a result, we anticipate that the pricing environment in Asia will remain level through the rest of the year.
Compared sequentially, Alkali revenue of $194 million decreased 5 percent from $204 million in the second quarter due to the timing of sales in both domestic and export markets. Sales volumes declined 5 percent and selling prices were level to the second quarter. Domestic sales volumes declined 6 percent while selling prices were level to the prior quarter. Export sales volumes declined 4 percent and selling prices were also level to the second quarter.
Alkali segment income from operations of $23 million improved from $21 million in the year-ago quarter and $11 million in the prior quarter. With cash provided by operating activities of $45 million and capital expenditures of $8 million, Alkali delivered free cash flow of $37 million in the third quarter.
Alkali segment adjusted EBITDA of $40 million compared to $41 million in the year-ago quarter as higher sales volumes, lower production costs and higher production efficiencies essentially offset lower export selling prices. Compared sequentially, Alkali segment adjusted EBITDA of $40 million improved from $28 million in the second quarter. Second quarter performance was impacted by items totaling approximately $9 million that did not occur in the third quarter.
Corporate
Corporate loss from operations was $16 million in the third quarter compared to a loss from operations of $16 million in the year-ago quarter and a loss from operations of $9 million in the second quarter.
Corporate adjusted EBITDA was ($17) million compared to adjusted EBITDA of ($18) million in the year-ago quarter and adjusted EBITDA of ($16) million in the prior quarter. Corporate cash used in operations was $108 million, which included a semi-annual bond interest payment of $50 million. Capital expenditures were $1 million in the quarter.
Consolidated
Selling, general and administrative expenses were $54 million in the third quarter compared to $55 million in the year-ago quarter and $50 million in the prior quarter. Interest and debt expense was $46 million in the third quarter compared to $45 million in the year-ago quarter and $46 million in the prior quarter. On September 30, 2016, gross consolidated debt was $3,055 million, and debt, net of cash and cash equivalents, was $2,853 million. Liquidity was $470 million including cash and cash equivalents on the balance sheet of $202 million. Capital expenditures were $32 million and depreciation, depletion and amortization expense was $60 million.
Third Quarter 2016 Webcast Conference Call
Webcast Conference Call: Thursday, November 3, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 95832661
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Thursday November 3, 2016 at 11:30 a.m. ET (New York) until 10:30 p.m. ET (New York) on Tuesday November 8, 2016
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: : 95832661
Upcoming Conferences
During the fourth quarter 2016 a member of management is scheduled to present at the following conferences:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO2 mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, caustic soda, and other compounds which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA, free cash flow and adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different than non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures are not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
|
TRONOX LIMITED | ||||||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (US GAAP) | ||||||||||
|
(UNAUDITED) | ||||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||||
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||
|
2016 |
2015 |
2016 |
2015 |
|||||||
|
Net sales |
$ 533 |
$ 575 |
$ 1,545 |
$ 1,577 |
||||||
|
Cost of goods sold |
453 |
536 |
1,388 |
1,479 |
||||||
|
Gross profit |
80 |
39 |
157 |
98 |
||||||
|
Selling, general, and administrative expenses |
(54) |
(55) |
(151) |
(171) |
||||||
|
Restructuring expense |
(1) |
(5) |
(2) |
(7) |
||||||
|
Income (loss) from operations |
25 |
(21) |
4 |
(80) |
||||||
|
Interest and debt expense, net |
(46) |
(45) |
(138) |
(131) |
||||||
|
Gain on extinguishment of debt |
- |
- |
4 |
- |
||||||
|
Other income (expense), net |
(14) |
23 |
(23) |
22 |
||||||
|
Loss before income taxes |
(35) |
(43) |
(153) |
(189) |
||||||
|
Income tax provision |
(7) |
(11) |
(29) |
(29) |
||||||
|
Net loss |
(42) |
(54) |
(182) |
(218) |
||||||
|
Net income (loss) attributable to noncontrolling interest |
(2) |
6 |
(1) |
10 |
||||||
|
Net loss attributable to Tronox Limited |
$ (40) |
$ (60) |
$ (181) |
$ (228) |
||||||
|
Loss per share, basic and diluted |
$ (0.35) |
$ (0.52) |
$ (1.56) |
$ (1.97) |
||||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
116,219 |
115,642 |
116,108 |
115,529 |
||||||
|
Other Operating Data: |
||||||||||
|
Capital expenditures |
$ 32 |
$ 48 |
$ 87 |
$ 141 |
||||||
|
Depreciation, depletion and amortization expense |
$ 60 |
$ 82 |
$ 175 |
$ 222 |
||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Net loss attributable to Tronox Limited (U.S. GAAP) |
$ (40) |
$ (60) |
$ (181) |
$ (228) | ||||
|
Acquisition related matters (a) |
- |
2 |
- |
36 | ||||
|
Restructuring expense (b) |
1 |
5 |
2 |
7 | ||||
|
Gain on extinguishment of debt (c) |
- |
- |
(4) |
- | ||||
|
Adjusted net loss attributable to Tronox Limited (non-U.S. GAAP)(d) |
$ (39) |
$ (53) |
$ (183) |
$ (185) | ||||
|
Basic and diluted loss per share attributable to Tronox Limited (U.S. GAAP) |
$ (0.35) |
$ (0.52) |
$ (1.56) |
$ (1.97) | ||||
|
Acquisition related expense, per share |
- |
0.02 |
- |
0.31 | ||||
|
Restructuring expense, per share |
0.01 |
0.04 |
0.02 |
0.06 | ||||
|
Gain on extinguishment of debt, per share |
- |
- |
(0.03) |
- | ||||
|
Basic and diluted adjusted income (loss) per share attributable to Tronox Limited (non-U.S. GAAP) |
$ (0.34) |
$ (0.46) |
$ (1.57) |
$ (1.60) | ||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
116,219 |
115,642 |
116,108 |
115,529 | ||||
|
(a) One-time non-operating items and the effect of acquisition. During 2015, transaction costs consist of costs associated with the acquisition of the Alkali business, including banking, legal and professional fees. During the three months ended September 30, 2015, $2 million was recorded in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2015, $9 million, $19 million and $8 million was recorded in "Cost of goods sold", "Selling, general and administrative expenses" and "Interest and debt expense, net", respectively, in the unaudited Condensed Consolidated Statements of Operations. | |
|
(b) Represents severance costs associated with the shutdown of our sodium chlorate plant and other global TiO2 restructuring efforts, which was recorded in "Restructuring expense" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(c) Represents the gain associated with the repurchase of $20 million face value of the Senior Notes due 2020 and Senior Notes 2022, which was recorded in "Gain on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(d) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. |
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
TiO2 segment |
$ 339 |
$ 380 |
$ 957 |
$ 1,174 | ||||
|
Alkali segment |
194 |
195 |
588 |
403 | ||||
|
Net sales |
$ 533 |
$ 575 |
$ 1,545 |
$ 1,577 | ||||
|
TiO2 segment |
$ 18 |
$ (26) |
$ (12) |
$ (58) | ||||
|
Alkali segment |
23 |
21 |
54 |
46 | ||||
|
Corporate |
(16) |
(16) |
(38) |
(68) | ||||
|
Income (loss) from operations |
25 |
(21) |
4 |
(80) | ||||
|
Interest and debt expense, net |
(46) |
(45) |
(138) |
(131) | ||||
|
Gain on extinguishment of debt |
- |
- |
4 |
- | ||||
|
Other income (expense), net |
(14) |
23 |
(23) |
22 | ||||
|
Loss before income taxes |
(35) |
(43) |
(153) |
(189) | ||||
|
Income tax provision |
(7) |
(11) |
(29) |
(29) | ||||
|
Net loss |
(42) |
(54) |
(182) |
(218) | ||||
|
Net income (loss) attributable to noncontrolling interest |
(2) |
6 |
(1) |
10 | ||||
|
Net loss attributable to Tronox Limited |
$ (40) |
$ (60) |
$ (181) |
$ (228) | ||||
|
TRONOX LIMITED | ||||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
|
(UNAUDITED) | ||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||
|
September 30, |
December 31, | |||||
|
ASSETS |
2016 |
2015 | ||||
|
Current Assets |
||||||
|
Cash and cash equivalents |
$ 202 |
$ 229 | ||||
|
Restricted cash |
3 |
5 | ||||
|
Accounts receivable, net of allowance for doubtful accounts |
394 |
391 | ||||
|
Inventories, net |
558 |
630 | ||||
|
Prepaid and other assets |
45 |
46 | ||||
|
Total current assets |
1,202 |
1,301 | ||||
|
Noncurrent Assets |
||||||
|
Property, plant and equipment, net |
1,850 |
1,843 | ||||
|
Mineral leaseholds, net |
1,617 |
1,604 | ||||
|
Intangible assets, net |
226 |
244 | ||||
|
Inventories, net |
6 |
12 | ||||
|
Other long-term assets |
24 |
23 | ||||
|
Total assets |
$ 4,925 |
$ 5,027 | ||||
|
LIABILITIES AND EQUITY |
||||||
|
Current Liabilities |
||||||
|
Accounts payable |
$ 162 |
$ 159 | ||||
|
Accrued liabilities |
148 |
180 | ||||
|
Short-term debt |
150 |
150 | ||||
|
Long-term debt due within one year |
16 |
16 | ||||
|
Income taxes payable |
57 |
43 | ||||
|
Total current liabilities |
533 |
548 | ||||
|
Noncurrent Liabilities |
||||||
|
Long-term debt |
2,889 |
2,910 | ||||
|
Pension and postretirement healthcare benefits |
151 |
141 | ||||
|
Asset retirement obligations |
78 |
77 | ||||
|
Long-term deferred tax liabilities |
156 |
143 | ||||
|
Other long-term liabilities |
111 |
98 | ||||
|
Total liabilities |
3,918 |
3,917 | ||||
|
Contingencies and Commitments |
||||||
|
Shareholders' Equity |
||||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 65,982,604 shares issued and 65,149,970 shares outstanding at September 30, 2016 and 65,443,363 shares issued and 64,521,851 shares outstanding at December 31, 2015 |
1 |
1 | ||||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at September 30, 2016 and December 31, 2015. |
- |
- | ||||
|
Capital in excess of par value |
1,518 |
1,500 | ||||
|
Accumulated deficit / retained earnings |
(129) |
93 | ||||
|
Accumulated other comprehensive loss |
(525) |
(596) | ||||
|
Total shareholders' equity |
865 |
998 | ||||
|
Noncontrolling interest |
142 |
112 | ||||
|
Total equity |
1,007 |
1,110 | ||||
|
Total liabilities and equity |
$ 4,925 |
$ 5,027 | ||||
|
TRONOX LIMITED | |||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Nine Months Ended
September 30, | |||
|
2016 |
2015 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net loss |
$(182) |
$ (218) | |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||
|
Depreciation, depletion and amortization |
175 |
222 | |
|
Deferred income taxes |
(4) |
(4) | |
|
Share-based compensation expense |
19 |
17 | |
|
Amortization of deferred debt issuance costs and discount on debt |
8 |
8 | |
|
Pension and postretirement healthcare benefit expense |
4 |
4 | |
|
Gain on extinguishment of debt |
(4) |
- | |
|
Other noncash items affecting net loss |
12 |
(4) | |
|
Contributions to employee pension and postretirement plans |
(20) |
(16) | |
|
Changes in assets and liabilities: |
|||
|
(Increase) decrease in accounts receivable |
1 |
(36) | |
|
(Increase) decrease in inventories |
98 |
90 | |
|
(Increase) decrease in prepaid and other assets |
(5) |
4 | |
|
Increase (decrease) in accounts payable and accrued liabilities |
(28) |
(35) | |
|
Increase (decrease) in income taxes payable |
28 |
12 | |
|
Other, net |
21 |
1 | |
|
Cash provided by operating activities |
123 |
45 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(87) |
(141) | |
|
Proceeds from the sale of assets |
1 |
- | |
|
Acquisition of business |
- |
(1,653) | |
|
Cash used in investing activities |
(86) |
(1,794) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of debt |
(27) |
(13) | |
|
Proceeds from debt |
- |
750 | |
|
Debt issuance costs |
- |
(15) | |
|
Dividends paid |
(40) |
(88) | |
|
Proceeds from the exercise of warrants and options |
- |
3 | |
|
Cash provided by (used in) financing activities |
(67) |
637 | |
|
Effects of exchange rate changes on cash and cash equivalents |
3 |
(19) | |
|
Net decrease in cash and cash equivalents |
(27) |
(1,131) | |
|
Cash and cash equivalents at beginning of period |
229 |
1,276 | |
|
Cash and cash equivalents at end of period |
$ 202 |
$ 145 | |
|
TRONOX LIMITED | |||||||||||||||
|
CONDENSED STATEMENT OF FREE CASH FLOWS (NON-U.S. GAAP) | |||||||||||||||
|
(UNAUDITED) | |||||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||||
|
Three Months Ended
September 30, 2016 |
Nine Months Ended
September 30, 2016 | ||||||||||||||
|
TiO2 |
Alkali |
Corporate |
Consolidated |
TiO2 |
Alkali |
Corporate |
Consolidated | ||||||||
|
Operating income (loss) (U.S. GAAP) |
$ 18 |
$ 23 |
$ (16) |
$ 25 |
$ (12) |
$ 54 |
$ (38) |
$ 4 | |||||||
|
Depreciation, depletion and amortization expense |
44 |
15 |
1 |
60 |
127 |
44 |
4 |
175 | |||||||
|
Other |
13 |
2 |
(2) |
13 |
41 |
5 |
(16) |
30 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 75 |
$ 40 |
$ (17) |
$ 98 |
$ 156 |
$ 103 |
$ (50) |
$ 209 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 75 |
$ 40 |
$ (17) |
$ 98 |
$ 156 |
$ 103 |
$ (50) |
$ 209 | |||||||
|
Interest paid, net of capitalized interest and interest income |
- |
- |
(68) |
(68) |
- |
- |
(154) |
(154) | |||||||
|
Income tax provision |
- |
- |
(7) |
(7) |
- |
- |
(29) |
(29) | |||||||
|
Contributions to employee pension and postretirement plans |
(7) |
(4) |
- |
(11) |
(15) |
(5) |
- |
(20) | |||||||
|
Deferred income taxes |
- |
- |
(1) |
(1) |
- |
- |
(4) |
(4) | |||||||
|
Other |
6 |
2 |
5 |
13 |
(2) |
- |
8 |
6 | |||||||
|
Changes in assets and liabilities |
|||||||||||||||
|
(Increase) decrease in accounts receivable |
3 |
10 |
- |
13 |
(3) |
4 |
- |
1 | |||||||
|
(Increase) decrease in inventories |
10 |
2 |
- |
12 |
94 |
4 |
- |
98 | |||||||
|
(Increase) decrease in prepaid and other assets |
(2) |
(3) |
2 |
(3) |
(5) |
(3) |
3 |
(5) | |||||||
|
Increase (decrease) in accounts payable and accrued liabilities |
17 |
- |
(25) |
(8) |
(2) |
8 |
(34) |
(28) | |||||||
|
Increase (decrease) in income taxes payable |
- |
- |
8 |
8 |
- |
- |
28 |
28 | |||||||
|
Other, net |
15 |
(2) |
(5) |
8 |
22 |
- |
(1) |
21 | |||||||
|
Subtotal |
43 |
7 |
(20) |
30 |
106 |
13 |
(4) |
115 | |||||||
|
Cash provided by (used in) operating activities |
117 |
45 |
(108) |
54 |
245 |
111 |
(233) |
123 | |||||||
|
Capital expenditures |
(23) |
(8) |
(1) |
(32) |
(58) |
(28) |
(1) |
(87) | |||||||
|
Free cash flow (non-U.S. GAAP) |
$ 94 |
$ 37 |
$ (109) |
$ 22 |
$ 187 |
$ 83 |
$ (234) |
$ 36 | |||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Net loss (U.S. GAAP) |
$(42) |
$(54) |
$(182) |
$(218) | ||||
|
Interest and debt expense, net |
46 |
45 |
138 |
131 | ||||
|
Interest income |
- |
(1) |
(2) |
(5) | ||||
|
Income tax provision |
7 |
11 |
29 |
29 | ||||
|
Depreciation, depletion and amortization expense |
60 |
82 |
175 |
222 | ||||
|
EBITDA (non-U.S. GAAP) |
71 |
83 |
158 |
159 | ||||
|
Amortization of inventory step-up from purchase accounting (a) |
- |
- |
- |
9 | ||||
|
Alkali transaction costs (b) |
- |
2 |
- |
29 | ||||
|
Restructuring expense (c) |
1 |
5 |
2 |
7 | ||||
|
Gain on extinguishment of debt (d) |
- |
- |
(4) |
- | ||||
|
Foreign currency remeasurement (e) |
14 |
(20) |
32 |
(16) | ||||
|
Other items (f) |
12 |
11 |
21 |
24 | ||||
|
Adjusted EBITDA (non-U.S. GAAP) (g) |
$ 98 |
$ 81 |
$ 209 |
$ 212 | ||||
|
(a) Amortization of inventory step-up from purchase accounting related to the acquisition of the Alkali business which is included in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(b) One-time non-operating items and the effect of acquisition which is included in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(c) Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global TiO2 restructuring efforts, and the Alkali Transaction which was recorded in "Restructuring expense" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(d) Represents the gain associated with the repurchase of $20 million face value of the our Senior Notes due 2020 and Senior Notes 2022, which was recorded in "Gain on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(e) Represents foreign currency remeasurement which is included in "Other income (expense), net" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(f) Includes noncash pension and postretirement costs, share-based compensation, severance expense, adjustment of transfer tax related to the Exxaro Transaction, insurance settlement gain, and other items included in "Selling general and administrative expenses" and "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | |
|
(g) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. | |
|
The following table reconciles income (loss) from operations, the comparable measure for segment reporting under U.S. GAAP, to Adjusted EBITDA by segments for the periods presented: | |
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Tio2 segment |
18 |
(26) |
(12) |
(58) | ||||
|
Alkali segment |
23 |
21 |
54 |
46 | ||||
|
Corporate |
(16) |
(16) |
(38) |
(68) | ||||
|
Income (loss) from operations (U.S. GAAP) |
25 |
(21) |
4 |
(80) | ||||
|
Tio2 segment |
44 |
64 |
127 |
189 | ||||
|
Alkali segment |
15 |
16 |
44 |
28 | ||||
|
Corporate |
1 |
2 |
4 |
5 | ||||
|
Depreciation, depletion and amortization expense |
60 |
82 |
175 |
222 | ||||
|
Tio2 segment |
13 |
20 |
41 |
48 | ||||
|
Alkali segment |
2 |
4 |
5 |
17 | ||||
|
Corporate |
(2) |
(4) |
(16) |
5 | ||||
|
Other |
13 |
20 |
30 |
70 | ||||
|
Tio2 segment |
75 |
58 |
156 |
179 | ||||
|
Alkali segment |
40 |
41 |
103 |
91 | ||||
|
Corporate |
(17) |
(18) |
(50) |
(58) | ||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 98 |
$ 81 |
$ 209 |
$ 212 | ||||
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
11/2/201610/21/2016 - Tronox Alkali to Raise Off-List Prices For Animal Nutrition Products: S-Carb® and Feed-Grade Sodium Bicarbonate
Tronox Alkali to Raise Off-List Prices For Animal Nutrition Products: S-Carb® and Feed-Grade Sodium Bicarbonate
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Oct. 21, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today, effective immediately or as contract terms permit, its Tronox Alkali business will increase off-list prices for S-Carb® purified sodium sesquicarbonate and feed-grade sodium bicarbonate as follows:
|
• S-Carb® |
US$7/ton FOB Westvaco, Wyo., USA |
|
• Feed-Grade Sodium Bicarbonate |
US$10/ton FOB Westvaco, Wyo., USA |
This price increase is necessary to compensate for the continuing increased costs of required regulatory compliance and rising manufacturing costs at the company's Green River, Wyo., USA location.
Tronox remains committed to safely producing high-quality animal nutrition products and meeting its customers' needs as a reliable supplier.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com.
|
Media Contacts: |
Bud Grebey, +1.203.705.3721 |
|
David Caplan, +1 307 872 2273 | |
|
Investor Contact: |
Brennen Arndt, +1.203.705.3722 |
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
10/21/201610/17/2016 - Tronox Names Tim Carlson As Chief Financial Officer
Tronox Names Tim Carlson As Chief Financial Officer
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Oct. 17, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today that it has named Timothy C. Carlson as senior vice president and chief financial officer.
Carlson, 51, will join Tronox on October 31, 2016. He will lead the company's global finance group, including treasury, financial planning, accounting, controller, risk management, compliance & audit, and investor relations.
Carlson will also serve as a company officer and as a member of the Tronox executive management team. He will report to Chairman and Chief Executive Officer Tom Casey, and will be based at the company's corporate offices in Stamford, Conn.
"We're excited to have Tim join Tronox, where he will play an important role in spearheading our previously announced business goals of improving costs and profitability, and advancing efficiencies within our finance organization and across the company worldwide. He brings to Tronox strong leadership experience in global publicly traded enterprises, with a steadfast eye toward maximizing value for shareholders, customers, employees, and other stakeholders," said Tom Casey.
Carlson most recently served as the chief financial officer of Precision Valve Corporation, a private equity-owned business based in Rye Brook, N.Y. The company is a global manufacturer and supplier of aerosol valves, actuators, and other dispensing products used in industrial, personal care, food, and pharmaceutical markets. In his role, he led EBITDA improvement activities, improved internal controls, and standardized the company's financial reporting and operating metrics. He joined the company in July 2015.
From September 2007 to May 2014, Carlson was the executive vice president, chief financial officer, and treasurer of ATMI, Inc., headquartered in Danbury, Conn. A publicly traded company, ATMI was a global supplier of semiconductor materials and materials packaging and delivery systems used in the manufacturing of microelectronics devices. The company had operations in seven countries around the world and generated the majority of its revenue through its international operations. ATMI was sold to Entegris, Inc. in 2014.
Earlier in his career Carlson held a series of finance, strategic planning, and auditing roles at various divisions of Campbell Soup Company, including sites in Camden, N.J., Norwalk, Conn., and Sydney, Australia. He holds a Bachelor of Science degree in economics from the University of Pennsylvania, Wharton School of Business and is a certified public accountant.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com
Media Contact: Bud Grebey, 203-705-3721, Bud.Grebey@tronox.com
Investor Contact: Brennen Arndt, 203-705-3722
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
10/17/201610/6/2016 - Tronox Announces Dates For Third Quarter 2016 Financial Results & Webcast Conference Call
Tronox Announces Dates For Third Quarter 2016 Financial Results & Webcast Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Oct. 6, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its third quarter 2016 financial results and webcast conference call:
Financial Results Release: Wednesday, November 2, 2016, after the market close via PR Newswire and the Tronox Limited website at http://www.tronox.com.
Webcast Conference Call: Thursday, November 3, 2016, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 95832661
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/.
Conference Call Replay: Available via the Internet and telephone beginning on Thursday, November 3, 2016 at 11:30 a.m. ET (New York), until 10:30 p.m. ET (New York), Tuesday, November 8, 2016.
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 95832661
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com.
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
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SOURCE Tronox Limited
Article Date
10/6/20168/24/2016 - Tronox Announces TiO2 Price Increases
Tronox Announces TiO2 Price Increases
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Aug. 24, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today on behalf of its subsidiary companies price increases for all Tronox titanium dioxide (TiO2) grades of: US$0.07 per pound in North America, effective September 1, 2016, or as contracts allow; €150 per metric ton in European, Middle Eastern, and African markets, effective October 1, 2016, or as contracts allow; and, US$150 per metric ton in Asia Pacific and Latin American markets, effective October 1, 2016, or as contracts allow.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
8/24/2016Tronox Reports Second Quarter 2016 Financial Results
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Aug. 3, 2016 /PRNewswire/ -- Tronox Limited (NYSE:TROX) today reported second quarter 2016 revenue of $537 million compared to $617 million in the second quarter 2015 and $475 million in the first quarter 2016. Income from operations of $8 million improved from an operating loss of $50 million in the year-ago quarter and an operating loss of $29 million in the prior quarter. Net loss attributable to Tronox Limited was $50 million, or $0.42 per diluted share, which included restructuring income of $1 million, or $0.01 per diluted share, compared to a net loss attributable to Tronox Limited of $119 million, or $1.03 per diluted share in the year-ago quarter and a net loss attributable to Tronox Limited of $91 million, or $0.78 per diluted share in the prior quarter. Adjusted net loss attributable to Tronox Limited was $51 million, or $0.43 per diluted share. Adjusted EBITDA was $71 million compared to $67 million in the year-ago quarter and $40 million in the prior quarter.
Tom Casey, chairman and CEO of Tronox, said: "Our TiO2 business generated considerable momentum in the second quarter, reporting adjusted EBITDA of $59 million, which represents a 168 percent improvement over our first quarter result. We benefited from pigment selling price increases, healthy demand growth and our continued strong operating cost performance. Pigment selling prices increased sequentially for the first time since 2012 and we expect to see another sequential improvement in the third quarter as announced price increases roll across our global customer base. We continue to match pigment production volumes to robust sales volumes and keep inventory at or below normal levels, even though our utilization rate increased to the mid-90s percent range in the quarter. We believe pigment inventories are normal or below normal at both customer and producer levels across the globe. Our Alkali business continues to operate in a sold-out mode and deliver significant free cash flow to the company. Both TiO2 and Alkali ratified new multi-year labor contracts for our operations in South Africa and Green River, Wyo, respectively."
Casey concluded: "We believe that the second quarter marked the turn in pigment pricing and we expect feedstock prices to follow within a few quarters. It also marked the halfway point of our three-year Operational Excellence program in TiO2 to generate more than $600 million of aggregate cash from cost and working capital reductions over the period 2015-2017. We are ahead of schedule in meeting our targets. Cash generated from annual cost reduction totals $220 million through the first half of 2016. 2015 initiatives generated $90 million in 2015 and, after an additional $3 million of costs to achieve the 2015 savings that were paid in 2016, we sustained $87 million of these savings in the first half of 2016. 2016 initiatives generated an additional $43 million in the first half. Cash delivered from working capital reductions totals $202 million through the first half of 2016. In 2015, $98 million was delivered and an additional $104 million was delivered in the first half of 2016. Total Operational Excellence aggregate cash generation totals $422 million through the first half 2016."
Second Quarter 2016
Tronox TiO2
TiO2 segment revenue of $333 million was 19 percent lower than $409 million in the year-ago quarter, primarily the result of lower pigment selling prices and lower titanium slag sales volumes. Pigment products sales of $244 million declined 8 percent compared to $266 million in the year-ago quarter, as sales volumes increased 3 percent and average selling prices declined 11 percent (11 percent on a local currency basis). Higher sales volumes were realized in North America and Asia-Pacific, while sales volumes in EMEA and Latin America were lower than year-ago levels. Selling prices were lower in all regions. Titanium feedstock and co-products sales of $73 million were 37 percent lower than $116 million in the year-ago quarter, driven primarily by lower sales for titanium slag and pig iron and lower zircon selling prices. Titanium slag sales volumes in the quarter were one-third the level of those in the year-ago quarter and selling prices were 23 percent lower. Sales volumes for natural rutile increased 58 percent while selling prices declined 14 percent. Zircon sales volumes increased 3 percent and selling prices were 16 percent lower than the year-ago quarter. Pig iron sales volumes declined 27 percent and selling prices were 24 percent lower. Lower pig iron sales can be attributed to lower production as production was curtailed at two furnaces starting in the second quarter of last year. Pig iron is a by-product of making titanium slag in our furnaces in South Africa. Pig iron selling prices are correlated to market pricing for iron ore.
Compared sequentially, TiO2 segment revenue of $333 million increased 17 percent versus $285 million in the first quarter, driven by higher pigment sales and feedstock and co-products sales volumes. Pigment products sales of $244 million increased 13 percent compared to $216 million in the first quarter, as sales volumes increased 8 percent and selling prices increased 5 percent (4 percent on a local currency basis). Sales volumes were higher in North America and Asia-Pacific and lower in EMEA and Latin America. Selling prices were higher in all regions. Titanium feedstock and co-products sales of $73 million increased 28 percent compared to $57 million in the first quarter, led by higher titanium slag and zircon sales volumes. Zircon sales volumes increased 56 percent, including a shipment that was rescheduled from the first quarter to the second quarter, while selling prices were 10 percent lower than the prior quarter. In the second quarter, our first shipment of zircon was made from our new Fairbreeze mine. We expect zircon sales volumes in 2016 to exceed those of 2015 by approximately 5 percent as we ramp up production to match market demand. Natural rutile sales volumes and selling prices were level to the first quarter. Pig iron sales volumes increased 9 percent and selling prices remained level.
TiO2 segment operating income of $6 million improved from an operating loss of $41 million in the year-ago quarter and an operating loss of $36 million in the prior quarter. With cash provided by operating activities of $67 million and capital expenditures of $18 million, TiO2 delivered free cash flow of $49 million in the second quarter.
Despite lower selling prices in all major products in the segment, TiO2 segment adjusted EBITDA of $59 million increased 64 percent from $36 million in the year-ago quarter, driven by significant cost reductions resulting from the Operational Excellence program and the favorable impact of foreign exchange on production costs, partially offset by the impact of feedstock production curtailments.
Compared sequentially, adjusted EBITDA of $59 million improved by 168 percent from $22 million in the first quarter, driven by significant pigment price increases and production cost reductions, higher sales volumes across the segment and the benefit of higher pigment production efficiency and plant utilization.
TiO2 successfully negotiated a new two-year labor agreement for its South Africa operations. The new agreement, which expires on June 30, 2018, was negotiated and ratified without any work stoppages.
Tronox Alkali
Alkali segment revenue of $204 million was 2 percent lower than $208 million in the year-ago quarter, as sales volumes and selling prices were both 1 percent lower. In the domestic market, sales volumes increased 5 percent, driven by continued strong demand growth, particularly in flat glass and chemicals markets. Domestic selling prices were level, as price increases in the low single-digit percent range implemented in annual contracts at the beginning of the year were offset by customer mix in the quarter. In export markets, sales volumes were 6 percent lower, as a higher portion of production volumes was allocated to domestic markets to meet strong demand growth. Selling prices in export markets declined 6 percent primarily due to lower prices in Asia. Chinese soda ash producers lowered domestic and export prices in the fourth quarter last year as raw material, shipping and energy cost deflation and currency devaluation lowered their costs.
Compared sequentially, Alkali revenue of $204 million increased 7 percent from $190 million in the first quarter. Sales volumes increased 10 percent driven by broad-based domestic and export demand growth. Domestic sales volumes increased 8 percent and export sales volumes increased 12 percent. Selling prices were 2 percent lower, as domestic selling prices declined 2 percent due to customer mix while export selling prices were level to the prior quarter.
Alkali segment operating income of $11 million declined from $25 million in the year-ago quarter and $20 million in the prior quarter. With cash provided by operating activities of $21 million and capital expenditures of $4 million, Alkali delivered free cash flow of $17 million in the second quarter.
Alkali segment adjusted EBITDA of $28 million declined from a record $50 million in the year-ago quarter, driven primarily by items in the current quarter totaling approximately $9 million that did not occur in the year-ago quarter, as well as by lower export sales, higher inflation-driven operating costs and unplanned maintenance. These items were the move of our longwall mining machine, the transition from a shared services agreement with the business' prior owner to a Tronox system and labor agreement supply reliability planning costs. Compared sequentially, Alkali adjusted EBITDA of $28 million declined from $35 million, as higher sales volumes were more than offset by the same items totaling approximately $9 million that also did not occur in the prior quarter.
Alkali successfully negotiated a new three-year labor agreement with employees at its Green River, Wyo. production facility. The new agreement, which expires June 30, 2019, was negotiated and ratified without work stoppage.
Corporate
Corporate loss from operations was $9 million in the second quarter compared to a loss from operations of $34 million in the year-ago quarter, which included $21 million of professional fees incurred for the Alkali acquisition, and a loss from operations of $13 million in the prior quarter. Corporate adjusted EBITDA was ($16) million compared to adjusted EBITDA of ($19) million in the year-ago quarter and adjusted EBITDA of ($17) million in the prior quarter. Corporate cash used in operations was $20 million in the quarter.
Consolidated
Selling, general and administrative expenses in the second quarter were $50 million, compared to $72 million in the year-ago quarter, which included $21 million of professional fees incurred for the Alkali acquisition, and $47 million in the prior quarter. Interest and debt expense of $46 million compares to $52 million in the year-ago quarter, which included an $8 million bridge financing fee related to the Alkali acquisition, and $46 million in the prior quarter. On June 30, 2016, gross consolidated debt was $3,055 million, and debt, net of cash and cash equivalents, was $2,867 million. Liquidity was $460 million including cash and cash equivalents on the balance sheet of $188 million as of June 30, 2016. Capital expenditures were $22 million and depreciation, depletion and amortization was $60 million.
Second Quarter 2016 Webcast Conference Call
Webcast Conference Call: Thursday, August 4, 2016, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 46571956
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Webcast Conference Call Replay: Available via the Internet and telephone beginning on Thursday, August 4, 2016 at 11:30 a.m. ET (New York) until 11:30 p.m. ET (New York) on Tuesday, August 9, 2016
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: : 46571956
Upcoming Conferences
During the third quarter 2016 a member of management is scheduled to present at the following conferences:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO2 mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, caustic soda, and other compounds which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including EBITDA, Adjusted EBITDA, free cash flow and adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different than non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures are not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
|
TRONOX LIMITED | ||||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (US GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Net sales |
$ 537 |
$ 617 |
$ 1,012 |
$ 1,002 | ||||
|
Cost of goods sold |
480 |
593 |
935 |
943 | ||||
|
Gross profit |
57 |
24 |
77 |
59 | ||||
|
Selling, general, and administrative expenses |
(50) |
(72) |
(97) |
(116) | ||||
|
Restructuring income (expense) |
1 |
(2) |
(1) |
(2) | ||||
|
Income (loss) from operations |
8 |
(50) |
(21) |
(59) | ||||
|
Interest and debt expense, net |
(46) |
(52) |
(92) |
(86) | ||||
|
Gain on extinguishment of debt |
- |
- |
4 |
- | ||||
|
Other income (expense), net |
- |
(5) |
(9) |
(1) | ||||
|
Loss before income taxes |
(38) |
(107) |
(118) |
(146) | ||||
|
Income tax provision |
(10) |
(11) |
(22) |
(18) | ||||
|
Net loss |
(48) |
(118) |
(140) |
(164) | ||||
|
Net income attributable to noncontrolling interest |
2 |
1 |
1 |
4 | ||||
|
Net loss attributable to Tronox Limited |
$ (50) |
$ (119) |
$ (141) |
$ (168) | ||||
|
Loss per share, basic and diluted |
$ (0.42) |
$ (1.03) |
$ (1.21) |
$ (1.45) | ||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
116,184 |
115,569 |
116,052 |
115,472 | ||||
|
Other Operating Data: |
||||||||
|
Capital expenditures |
$ 22 |
$ 61 |
$ 55 |
$ 93 | ||||
|
Depreciation, depletion and amortization expense |
$ 60 |
$ 75 |
$ 115 |
$ 140 | ||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Net loss attributable to Tronox Limited (U.S. GAAP) |
$ (50) |
$ (119) |
$ (141) |
$ (168) | ||||
|
Acquisition related matters (a) |
- |
36 |
- |
34 | ||||
|
Restructuring (income) expense (b)(d) |
(1) |
2 |
1 |
2 | ||||
|
Gain on extinguishment of debt (c) |
- |
- |
(4) |
- | ||||
|
Adjusted net loss attributable to Tronox Limited (non-U.S. GAAP) |
$ (51) |
$ (81) |
$ (144) |
$ (132) | ||||
|
Basic and diluted loss per share attributable to Tronox Limited (U.S. GAAP) |
$ (0.42) |
$ (1.03) |
$ (1.21) |
$ (1.45) | ||||
|
Acquisition related expense, per share |
- |
0.31 |
- |
0.29 | ||||
|
Restructuring (income) expense, per share |
(0.01) |
0.02 |
0.01 |
0.02 | ||||
|
Gain on extinguishment of debt, per share |
- |
- |
(0.03) |
- | ||||
|
Basic and diluted adjusted income (loss) per share attributable to Tronox Limited (non-U.S. GAAP) |
$ (0.43) |
$ (0.70) |
$ (1.23) |
$ (1.14) | ||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
116,184 |
115,569 |
116,052 |
115,472 | ||||
|
(a) One-time non-operating items and the effect of acquisition. During 2015, transaction costs consist of costs associated with the acquisition of the Alkali business, including banking, legal and professional fees. During the three months ended June 30, 2015, $9 million, $19 million and $8 million was recorded in "Cost of goods sold", "Selling, general and administrative expenses" and "Interest and debt expense, net", respectively, in the unaudited Condensed Consolidated Statements of Operations. During the six months ended June 30, 2015, $9 million, $17 million and $8 million was recorded in "Cost of goods sold", "Selling, general and administrative expenses" and "Interest and debt expense, net", respectively, in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(b) Represents severance costs associated with the shutdown of our sodium chlorate plant and other global TiO2 restructuring efforts, which was recorded in "Restructuring expense" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(c) Represents the gain associated with the repurchase of $20 million face value of the Senior Notes due 2020 and Senior Notes 2022, which was recorded in "Gain on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(d) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. |
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
TiO2segment |
$ 333 |
$ 409 |
$ 618 |
$ 794 | ||||
|
Alkali segment |
204 |
208 |
394 |
208 | ||||
|
Net sales |
$ 537 |
$ 617 |
$ 1,012 |
$ 1,002 | ||||
|
TiO2segment |
$ 6 |
$ (41) |
$ (30) |
$ (32) | ||||
|
Alkali segment |
11 |
25 |
31 |
25 | ||||
|
Corporate |
(9) |
(34) |
(22) |
(52) | ||||
|
Income (loss) from operations |
8 |
(50) |
(21) |
(59) | ||||
|
Interest and debt expense, net |
(46) |
(52) |
(92) |
(86) | ||||
|
Gain on extinguishment of debt |
- |
- |
4 |
- | ||||
|
Other income (expense), net |
- |
(5) |
(9) |
(1) | ||||
|
Loss before income taxes |
(38) |
(107) |
(118) |
(146) | ||||
|
Income tax provision |
(10) |
(11) |
(22) |
(18) | ||||
|
Net loss |
(48) |
(118) |
(140) |
(164) | ||||
|
Net income attributable to noncontrolling interest |
2 |
1 |
1 |
4 | ||||
|
Net loss attributable to Tronox Limited |
$ (50) |
$ (119) |
$ (141) |
$ (168) | ||||
|
TRONOX LIMITED | |||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
|
(UNAUDITED) | |||||
|
(Millions of U.S. dollars, except share and per share data) | |||||
|
June 30, |
December 31 | ||||
|
ASSETS |
2016 |
2015 | |||
|
Current Assets |
|||||
|
Cash and cash equivalents |
$ 188 |
$ 229 | |||
|
Restricted cash |
3 |
5 | |||
|
Accounts receivable, net of allowance for doubtful accounts |
405 |
391 | |||
|
Inventories, net |
566 |
630 | |||
|
Prepaid and other assets |
42 |
46 | |||
|
Total current assets |
1,204 |
1,301 | |||
|
Noncurrent Assets |
|||||
|
Property, plant and equipment, net |
1,832 |
1,843 | |||
|
Mineral leaseholds, net |
1,602 |
1,604 | |||
|
Intangible assets, net |
232 |
244 | |||
|
Inventories, net |
- |
12 | |||
|
Other long-term assets |
23 |
23 | |||
|
Total assets |
$ 4,893 |
$ 5,027 | |||
|
LIABILITIES AND EQUITY |
|||||
|
Current Liabilities |
|||||
|
Accounts payable |
$ 159 |
$ 159 | |||
|
Accrued liabilities |
156 |
180 | |||
|
Short-term debt |
150 |
150 | |||
|
Long-term debt due within one year |
16 |
16 | |||
|
Income taxes payable |
54 |
43 | |||
|
Total current liabilities |
535 |
548 | |||
|
Noncurrent Liabilities |
|||||
|
Long-term debt |
2,889 |
2,910 | |||
|
Pension and postretirement healthcare benefits |
137 |
141 | |||
|
Asset retirement obligations |
75 |
77 | |||
|
Long-term deferred tax liabilities |
148 |
143 | |||
|
Other long-term liabilities |
109 |
98 | |||
|
Total liabilities |
3,893 |
3,917 | |||
|
Contingencies and Commitments |
|||||
|
Shareholders' Equity |
|||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 65,878,206 shares issued and 65,030,835 shares outstanding at June 30, 2016 and 65,443,363 shares issued and 64,521,851 shares outstanding at December 31, 2015 |
1 |
1 | |||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at June 30, 2016 and December 31, 2015. |
- |
- | |||
|
Capital in excess of par value |
1,510 |
1,500 | |||
|
Accumulated deficit / retained earnings |
(84) |
93 | |||
|
Accumulated other comprehensive loss |
(553) |
(596) | |||
|
Total shareholders' equity |
874 |
998 | |||
|
Noncontrolling interest |
126 |
112 | |||
|
Total equity |
1,000 |
1,110 | |||
|
Total liabilities and equity |
$ 4,893 |
$ 5,027 | |||
|
TRONOX LIMITED | |||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Six Months Ended | |||
|
2016 |
2015 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net loss |
$(140) |
$ (164) | |
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|||
|
Depreciation, depletion and amortization |
115 |
140 | |
|
Deferred income taxes |
(3) |
(2) | |
|
Share-based compensation expense |
10 |
13 | |
|
Amortization of deferred debt issuance costs and discount on debt |
5 |
5 | |
|
Pension and postretirement healthcare benefit expense |
3 |
1 | |
|
Gain on extinguishment of debt |
(4) |
- | |
|
Other noncash items affecting net loss |
7 |
14 | |
|
Contributions to employee pension and postretirement plans |
(9) |
(8) | |
|
Changes in assets and liabilities: |
|||
|
(Increase) decrease in accounts receivable |
(12) |
(52) | |
|
(Increase) decrease in inventories |
86 |
53 | |
|
(Increase) decrease in prepaid and other assets |
(2) |
7 | |
|
Increase (decrease) in accounts payable and accrued liabilities |
(20) |
1 | |
|
Increase (decrease) in income taxes payable |
20 |
4 | |
|
Other, net |
13 |
1 | |
|
Cash provided by operating activities |
69 |
13 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(55) |
(93) | |
|
Proceeds from the sale of assets |
1 |
- | |
|
Acquisition of business |
- |
(1,653) | |
|
Cash used in investing activities |
(54) |
(1,746) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of debt |
(23) |
(9) | |
|
Proceeds from debt |
- |
750 | |
|
Debt issuance costs |
- |
(15) | |
|
Dividends paid |
(35) |
(59) | |
|
Proceeds from the exercise of warrants and options |
- |
3 | |
|
Cash provided by (used in) financing activities |
(58) |
670 | |
|
Effects of exchange rate changes on cash and cash equivalents |
2 |
(8) | |
|
Net decrease in cash and cash equivalents |
(41) |
(1,071) | |
|
Cash and cash equivalents at beginning of period |
229 |
1,276 | |
|
Cash and cash equivalents at end of period |
$ 188 |
$ 205 | |
|
TRONOX LIMITED | |||||||||||||||
|
CONDENSED STATEMENT OF FREE CASH FLOWS (NON-U.S. GAAP) | |||||||||||||||
|
(UNAUDITED) | |||||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||||
|
Three Months Ended June 30, 2016 |
Six Months Ended June 30, 2016 | ||||||||||||||
|
TiO2 |
Alkali |
Corporate |
Consolidated |
TiO2 |
Alkali |
Corporate |
Consolidated | ||||||||
|
Operating income (loss) (U.S. GAAP) |
$ 6 |
$ 11 |
$ (9) |
$ 8 |
$ (30) |
$ 31 |
$ (22) |
$ (21) | |||||||
|
Depreciation, depletion and amortization expense |
43 |
15 |
2 |
60 |
83 |
29 |
3 |
115 | |||||||
|
Other |
10 |
2 |
(9) |
3 |
28 |
3 |
(14) |
17 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 59 |
$ 28 |
$ (16) |
$ 71 |
$ 81 |
$ 63 |
$ (33) |
$ 111 | |||||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 59 |
$ 28 |
$ (16) |
$ 71 |
$ 81 |
$ 63 |
$ (33) |
$ 111 | |||||||
|
Interest paid, net of capitalized interest and interest income |
- |
- |
(18) |
(18) |
- |
- |
(86) |
(86) | |||||||
|
Income tax provision |
- |
- |
(10) |
(10) |
- |
- |
(22) |
(22) | |||||||
|
Contributions to employee pension and postretirement plans |
(4) |
(1) |
- |
(5) |
(8) |
(1) |
- |
(9) | |||||||
|
Deferred income taxes |
- |
- |
(2) |
(2) |
- |
- |
(3) |
(3) | |||||||
|
Other |
(14) |
(2) |
(12) |
(28) |
(8) |
(2) |
3 |
(7) | |||||||
|
Changes in assets and liabilities |
|||||||||||||||
|
(Increase) decrease in accounts receivable |
(31) |
(7) |
- |
(38) |
(6) |
(6) |
- |
(12) | |||||||
|
(Increase) decrease in inventories |
42 |
7 |
- |
49 |
84 |
2 |
- |
86 | |||||||
|
(Increase) decrease in prepaid and other assets |
(2) |
(3) |
- |
(5) |
(3) |
- |
1 |
(2) | |||||||
|
Increase (decrease) in accounts payable and accrued liabilities |
10 |
(3) |
27 |
34 |
(19) |
8 |
(9) |
(20) | |||||||
|
Increase (decrease) in income taxes payable |
- |
- |
9 |
9 |
- |
- |
20 |
20 | |||||||
|
Other, net |
7 |
2 |
2 |
11 |
7 |
2 |
4 |
13 | |||||||
|
Subtotal |
26 |
(4) |
38 |
60 |
63 |
6 |
16 |
85 | |||||||
|
Cash provided by (used in) operating activities |
67 |
21 |
(20) |
68 |
128 |
66 |
(125) |
69 | |||||||
|
Capital expenditures |
(18) |
(4) |
- |
(22) |
(35) |
(20) |
- |
(55) | |||||||
|
Free cash flow (non-U.S. GAAP) |
$ 49 |
$ 17 |
$ (20) |
$ 46 |
$ 93 |
$ 46 |
$ (125) |
$ 14 | |||||||
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
Net loss (U.S. GAAP) |
$(48) |
$(118) |
$(140) |
$(164) | ||||
|
Interest and debt expense, net |
46 |
52 |
92 |
86 | ||||
|
Interest income |
(1) |
(2) |
(2) |
(4) | ||||
|
Income tax provision |
10 |
11 |
22 |
18 | ||||
|
Depreciation, depletion and amortization expense |
60 |
75 |
115 |
140 | ||||
|
EBITDA (non-U.S. GAAP) |
67 |
18 |
87 |
76 | ||||
|
Amortization of inventory step-up from purchase accounting (a) |
- |
9 |
- |
9 | ||||
|
Alkali transaction costs (b) |
- |
21 |
- |
27 | ||||
|
Restructuring (income) expense (c) |
(1) |
2 |
1 |
2 | ||||
|
Gain on extinguishment of debt (d) |
- |
- |
(4) |
- | ||||
|
Foreign currency remeasurement (e) |
2 |
6 |
7 |
4 | ||||
|
Other items (f) |
3 |
11 |
20 |
13 | ||||
|
Adjusted EBITDA (non-U.S. GAAP) (g) |
$ 71 |
$ 67 |
$ 111 |
$ 131 | ||||
|
(a) Amortization of inventory step-up from purchase accounting related to the acquisition of the Alkali business which is included in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(b) One-time non-operating items and the effect of acquisition which is included in "Selling, general and administrative expenses" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(c) Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global TiO2 restructuring efforts, and the Alkali Transaction which was recorded in "Restructuring expense" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(d) Represents the gain associated with the repurchase of $20 million face value of the our Senior Notes due 2020 and Senior Notes 2022, which was recorded in "Gain on extinguishment of debt" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(e) Represents foreign currency remeasurement which is included in Other income (expense), net in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(f) Includes noncash pension and postretirement costs, adjustment of transfer tax related to the Exxaro Transaction, share-based compensation, severance expense, insurance settlement gain, and other items included in "Selling general and administrative expenses" and "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations. | ||||||||
|
(g) No income tax impact given full valuation allowance except for South Africa restructuring related costs of less than $1 million. | ||||||||
|
The following table reconciles income (loss) from operations, the comparable measure for segment reporting under U.S. GAAP, to Adjusted EBITDA by segments for the periods presented: | ||||||||
|
Three Months Ended |
Six Months Ended | |||||||
|
2016 |
2015 |
2016 |
2015 | |||||
|
TiO2 segment |
6 |
(41) |
(30) |
(32) | ||||
|
Alkali segment |
11 |
25 |
31 |
25 | ||||
|
Corporate |
(9) |
(34) |
(22) |
(52) | ||||
|
Income (loss) from operations (U.S. GAAP) |
8 |
(50) |
(21) |
(59) | ||||
|
TiO2 segment |
43 |
62 |
83 |
125 | ||||
|
Alkali segment |
15 |
12 |
29 |
12 | ||||
|
Corporate |
2 |
1 |
3 |
3 | ||||
|
Depreciation, depletion and amortization expense |
60 |
75 |
115 |
140 | ||||
|
TiO2 segment |
10 |
15 |
28 |
28 | ||||
|
Alkali segment |
2 |
13 |
3 |
13 | ||||
|
Corporate |
(9) |
14 |
(14) |
9 | ||||
|
Other |
3 |
42 |
17 |
50 | ||||
|
TiO2 segment |
59 |
36 |
81 |
121 | ||||
|
Alkali segment |
28 |
50 |
63 |
50 | ||||
|
Corporate |
(16) |
(19) |
(33) |
(40) | ||||
|
Adjusted EBITDA (non-U.S. GAAP) |
$ 71 |
$ 67 |
$ 111 |
$ 131 | ||||
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SOURCE Tronox Limited
Article Date
8/3/20167/29/2016 - Tronox Increases Soda Ash Prices
Tronox Increases Soda Ash Prices
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., July 29, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today that effective immediately, or as contract terms permit, Tronox Alkali will increase soda ash prices by $10.00 per short ton for all grades of soda ash. The increase applies to both bulk and packaged products.
Tronox Alkali freight policy remains unchanged with all agreements on a freight collect (FOB Westvaco) basis. On customer request, Tronox will prepay all transportation charges inclusive of fuel surcharges and add these charges to the invoice with a $1 per short ton service charge. Tronox Alkali's current energy surcharge program remains in effect.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: Bud Grebey
Direct: + 1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
7/29/20167/20/2016 - Tronox Limited Posts 2015 GRI Report
Tronox Limited Posts 2015 GRI Report
Source: PR Newswire
STAMFORD, Conn., July 20, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) today published its 2015 Global Reporting Initiative (GRI) Report, based on the internationally recognized GRI Framework for Sustainability Reporting. The report can be read or downloaded on the company's Web site: www.tronox.com.
"As a global leader in the inorganic chemical and mining industries, we at Tronox are aware that sustainable business practices, measured in both socio-economic and environmental terms, are essential elements of our business," said Chairman and CEO Tom Casey. "Our approach is rooted in our six Tronox Values: health & safety, responsibility, people, teamwork, customers, and results. These principles define our business, and every member of our global team seeks to live, communicate, and reinforce them every day, everywhere we work."
The GRI Report supplements the Tronox Limited 2015 Annual Report and Corporate Responsibility Report, providing additional data and information on the company's economic, environment and social performance.
In 2015, companywide, and across its supply chain, Tronox made progress in meeting its environmental targets for energy consumption, water use, carbon emissions, waste, and land rehabilitation.
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
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SOURCE Tronox Limited
Article Date
7/20/20167/7/2016 - Tronox Announces Dates For Second Quarter 2016 Financial Results & Webcast Conference Call
Tronox Announces Dates For Second Quarter 2016 Financial Results & Webcast Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., July 7, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its second quarter 2016 financial results and webcast conference call:
Financial Results Release: Wednesday, August 3, 2016, after the market close via PR Newswire and the Tronox Limited website at http://www.tronox.com
Webcast Conference Call: Thursday, August 4, 2016, at 8:30 a.m. ET (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 46571956
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Conference Call Replay: Available via the Internet and telephone beginning on Thursday, August 4, 2016 at 11:30 a.m. ET (New York), until 11:30 p.m. ET (New York), Tuesday, August 9, 2016.
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 46571956
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
7/7/2016Tronox Announces Revised Record Date For Quarterly Dividend
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., May 5, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today that the record date for its previously declared first-quarter dividend will change from Friday, May 13, 2016 to Monday, May 16, 2016. The declared dividend of $0.045 per share remains unchanged and will continue to be payable on May 27, 2016 to shareholders of record of the Company's Class A and Class B ordinary shares at the close of business on May 16, 2016.
About Tronox
Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO2 mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, and caustic soda which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Media Contact: Bud Grebey, Direct: +.203.705.3721
Investor Contact: Brennen Arndt, Direct: +.203-705-3722
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
5/5/2016Tronox Reports Fourth Quarter 2015 Financial Results
Source: PR Newswire
STAMFORD, Conn., Feb. 23, 2016 /PRNewswire/ -- Tronox Limited (NYSE:TROX) today reported fourth quarter 2015 revenue of $535 million compared to $400 million in the fourth quarter 2014 and $575 million in the third quarter 2015. Adjusted EBITDA was $60 million compared to $81 million in the year-ago quarter and $81 million in the third quarter. Adjusted net loss attributable to Tronox Limited in the quarter was $76 million, or $0.66 per diluted share, versus an adjusted net loss of $23 million, or $0.20 per diluted share, in the prior-year quarter and an adjusted net loss of $53 million, or $0.46 per diluted share, in the prior quarter.
Tom Casey, chairman and CEO of Tronox, said: "We continued to work aggressively on our previously announced cash generation initiatives and were successful in exceeding our targets. TiO2 and Alkali delivered free cash flow of $147 million to the company in the fourth quarter, with $114 million coming from TiO2 and $33 million from Alkali. For the full-year 2015, we delivered $90 million from cost reductions (after costs to achieve), exceeding our target of $60 million by 50 percent, plus an additional $98 million of cash from working capital reductions, exceeding our target of $85 million. We remain confident in our ability to deliver more than $600 million of aggregate cash over the period 2015-2017.
"This performance is particularly noteworthy, in our view, because it was accomplished despite the headwind of continued selling price declines in pigment products. TiO2 market conditions remained challenging in the fourth quarter. Compared to the year-ago quarter, pigment sales volumes were up 7 percent but average selling prices were 22 percent lower (and 5 percent lower than the third quarter). Feedstock volumes were mixed and selling prices declined. We continue to believe pigment selling prices are at unsustainably low levels. In December, we announced a price increase that we continue to push in all markets and regions."
Casey continued: "Our Alkali business is a strong complement to our TiO2 business. In the fourth quarter, Alkali generated $38 million of adjusted EBITDA and delivered free cash flow of $33 million. In the three quarters of 2015 after consolidation, Alkali generated adjusted EBITDA of $129 million and delivered free cash flow of $127 million to the company. Given Alkali's sustaining structural cost advantage, it continues to operate in a sold-out mode."
Casey concluded: "Our cash generation performance in the quarter further strengthened our balance sheet. We closed the quarter with $229 million of cash on hand, an increase of $84 million from the third quarter. As we begin 2016, our Board has decided to alter our dividend policy. Specifically, given our strong cash position, we will pay $0.25 per share for the fourth quarter 2015. Thereafter, our Board announced its intent to pay a quarterly dividend of $0.045 per share, or $0.18 per share annually. This will provide investors with a higher-than-market yield and free up approximately $100 million per year in cash."
Fourth Quarter 2015
Tronox TiO2
TiO2 segment revenue of $336 million was 16 percent lower than $400 million in the prior-year quarter, primarily the result of lower pigment selling prices. Sales of pigment products declined 16 percent compared to the year-ago quarter, as a 7 percent sales volume increase and favorable geographic mix was more than offset by 22 percent lower average selling prices (20 percent on a local currency basis). Pigment products sales volume gains were realized in North America and EMEA while Asia-Pacific sales volumes were modestly lower. Sales of titanium feedstocks and co-products declined 13 percent versus the year-ago quarter. Lower sales of co-products pig iron, rutile prime and zircon were partially offset by higher CP slag and ilmenite sales (no sales were made of either product in the year-ago quarter). Selling prices for CP titanium slag, zircon and rutile prime were lower than the year-ago quarter.
Compared sequentially to the third quarter, fourth quarter TiO2 segment revenue of $336 million was 12 percent lower than $380 million, reflecting normal seasonally lighter sales volumes and lower selling prices for pigment products. Pigment products revenue declined 10 percent, as sales volumes declined 5 percent and average selling prices declined 5 percent (5 percent on a local currency basis). Sales volumes in the Americas, EMEA and Latin America were modestly lower while sales volumes in Asia-Pacific were level to the prior quarter. Selling prices were 4-6 percent lower in North America, EMEA and Asia-Pacific. Finished pigment products inventory continued on its downward trend and ended the year slightly below normal seasonal levels. Sales of titanium feedstocks and co-products, including zircon and rutile products, were 10 percent lower than the third quarter as sales volumes were level and average selling prices declined 10 percent. Zircon, rutile prime and ilmenite sales volumes increased modestly while CP titanium slag sales were lower. Selling prices for CP titanium slag, zircon and rutile prime were lower than the prior quarter.
TiO2 segment adjusted EBITDA of $36 million in the quarter compared to $107 million in the year-ago quarter and $58 million in the prior quarter. TiO2 segment operating loss was $65 million compared to operating income of $17 million in the year-ago quarter and an operating loss of $26 million in the prior quarter. With cash provided by operating activities of $151 million, less capital expenditures of $37 million, TiO2 delivered free cash flow of $114 million in the fourth quarter.
Capital expenditures in TiO2 of $37 million in the fourth quarter included $15 million related to the Fairbreeze mine project. Fairbreeze began operations ahead of schedule in the fourth quarter and will produce feedstock to supply the slag furnaces at our KZN Sands operations and provide zircon and rutile co-products. At project commencement, total capital expenditures for the Fairbreeze mine were estimated to be approximately $225 million. Approximately $164 million has been spent from commencement through the end of 2015 with approximately $50 million planned to be spent in 2016 for project completion. We expect to complete Fairbreeze under budget and ahead of schedule. Fairbreeze is expected to be a net positive contributor to 2016 EBITDA from the sale of zircon and rutile co-products coupled with efficiency gains expected to be realized in downstream smelting and pigment operations from the mine's high quality ilmenite feedstock.
Tronox Alkali
Alkali segment revenue of $199 million was 3 percent lower than pro forma revenue of $206 million in the year-ago quarter, as selling prices increased 1 percent and sales volumes declined 4 percent. Given its sustaining structural cost advantage, Alkali remains in a sold-out mode. With sold-out conditions in both periods, the sales volume decline was the result of lower production in the quarter compared to record production in the year-ago quarter. Compared sequentially to the third quarter, Alkali revenue increased 2 percent, as sales volumes increased 6 percent, led by higher export sales volumes, partially offset by 4 percent lower selling prices.
Alkali adjusted EBITDA of $38 million in the fourth quarter compares to pro forma adjusted EBITDA of $45 million in the prior-year quarter due to higher plant spending, higher royalty payments and higher distribution costs. Compared sequentially, adjusted EBITDA declined from $41 million in the third quarter, as higher sales volumes were more than offset by lower export selling prices and higher royalty costs. Alkali segment operating income of $23 million compares to pro forma operating income of $31 million in the year-ago quarter and $21 million in the prior quarter. Capital expenditures in the fourth quarter were $13 million. With cash provided by operating activities of $46 million, less capital expenditures of $13 million, Alkali delivered cash of $33 million in the fourth quarter.
Corporate
Corporate adjusted EBITDA was ($14) million in the fourth quarter versus pro forma adjusted EBITDA of ($26) million in the year-ago quarter and adjusted EBITDA of ($18) million in the prior quarter. Corporate income from operations was $4 million in the quarter, resulting from a change in segment allocation that was booked in the fourth quarter, compared to a pro forma loss from operations of $22 million in the prior-year quarter and a loss from operations of $16 million in the third quarter.
Consolidated
Selling, general and administrative expenses in the fourth quarter were $46 million, compared to $54 million in the prior-year quarter and $55 million in the third quarter. Interest and debt expense of $45 million increased from $32 million in the year-ago quarter primarily due to a higher debt level related to the Alkali acquisition that closed in the second quarter of 2015. On December 31, 2015, gross consolidated debt was $3,121 million, and debt, net of cash, was $2,892 million. Liquidity was $530 million including cash on the balance sheet of $229 million as of December 31, 2015. Capital expenditures were $50 million and depreciation, depletion and amortization was $72 million.
Full Year 2015
For the full-year 2015, revenue was $2,112 million compared to revenue of $1,737 million in 2014. Adjusted EBITDA was $272 million compared to adjusted EBITDA of $353 million in prior year. The adjusted net loss attributable to Tronox Limited was $261 million, or $2.26 per diluted share, versus a net loss of $75 million, or $0.66 per diluted share, in the prior year.
Tronox TiO2
TiO2 segment revenue of $1,510 million was 13 percent lower than $1,737 million in the prior year, primarily the result of lower selling prices for pigment products. Sales of pigment products declined 17 percent compared to the prior-year, as sales volumes increased 1 percent and average selling prices declined 18 percent (14 percent on a local currency basis). Sales of titanium feedstocks and co-products, including zircon and rutile products, declined 4 percent versus prior year. Higher CP titanium slag sales were more than offset by lower sales of co-product pig iron and modestly lower zircon sales.
TiO2 segment adjusted EBITDA in 2015 was $269 million, excluding a net increase of $54 million of non-cash lower of cost or market (LCM) charges, compared to $440 million in the prior year. TiO2 segment operating loss of $123 million compares to operating income of $78 million in the prior year, also primarily driven by lower pigment products selling prices. Capital expenditures in TiO2 for the year were $164 million including $82 million related to the Fairbreeze mine project.
Tronox Alkali
Alkali segment pro forma revenue of $797 million increased 2 percent compared to pro forma revenue of $783 million in 2014. Selling prices increased 4 percent while sales volumes were 2 percent lower. Selling prices increased in both domestic and export markets which more than offset lower sales volumes due to lower production. Alkali segment pro forma adjusted EBITDA of $164 million increased from pro forma adjusted EBITDA of $158 million in 2014. Alkali pro forma operating income of $91 million increased from pro forma operating income of $67 million in the prior year. Capital expenditures were $33 million compared to $46 million in the prior year.
Corporate
Corporate adjusted EBITDA was ($72) million compared to adjusted EBITDA of ($84) million in the prior year. Corporate loss from operations was $64 million, down from a loss from operations of $78 million in the prior year.
Consolidated
Selling, general and administrative expenses for the year were $217 million, compared to $192 million in the prior year, primarily the result of consolidating the Alkali acquisition. Interest and debt expense of $176 million increased from $133 million in the prior year primarily due to a higher debt level related to the Alkali acquisition that closed in the second quarter of 2015. On December 31, 2015, gross consolidated debt was $3,121 million, and debt, net of cash, was $2,892 million. As of December 31, 2015, liquidity was $530 million including cash on the balance sheet of $229 million. Capital expenditures for the year were $191 million compared to $187 million in the prior year. Depreciation, depletion and amortization was $294 million compared to $295 million in the prior year.
Fourth Quarter 2015 Webcast Conference Call
Wednesday, February 24, 2016, at 10:00 a.m. EST (New York). The live call is open to the public via Internet broadcast and telephone
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 32827062
Conference Call Presentation Slides: will be used during the conference call and are available on our website at http://www.tronox.com/
Conference Call Replay: Available via the Internet and telephone beginning on Wednesday, February 24, 2016 at 1:00 p.m. EST (New York), until Monday, February 29, 2016 at 1:00 p.m. EST (New York)
Internet Replay: www.tronox.com
Dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 32827062
Upcoming Conferences
During the first and second quarters 2016 a member of management is scheduled to present at the following conferences:
Accompanying conference materials will be available at http://investor.tronox.com
About Tronox
Tronox Limited operates two vertically integrated mining and inorganic chemical businesses. Tronox TiO2 mines and processes titanium ore, zircon and other minerals, and manufactures titanium dioxide pigments that add brightness and durability to paints, plastics, paper, and other everyday products. Tronox Alkali mines trona ore and manufactures natural soda ash, sodium bicarbonate, caustic soda, and other compounds which are used in the production of glass, detergents, baked goods, animal nutrition supplements, pharmaceuticals, and other essential products. For more information, visit www.tronox.com
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. These and other risk factors are discussed in the company's filings with the Securities and Exchange Commission (SEC), including those under the heading entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014 and Form 10-Q for the six months ended June 30, 2015.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information regarding Tronox Limited's operating results, we have disclosed in this press release certain non-U.S. GAAP financial measures, including Adjusted EBITDA and adjusted net loss attributable to Tronox. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the company may be different than non-U.S. GAAP financial measures presented by other companies. The non-U.S. GAAP financial measures are provided to enhance the user's overall understanding of the company's operating performance. Specifically, the company believes the non-U.S. GAAP information provides useful measures to investors regarding the company's financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures are not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Management believes these non-U.S. GAAP financial measures:
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
|
TRONOX LIMITED | |||||||||||||
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (US GAAP) | |||||||||||||
|
(UNAUDITED) | |||||||||||||
|
(Millions of U.S. dollars, except share and per share data) | |||||||||||||
|
Three Months Ended December 31, |
Year Ended December 31, | ||||||||||||
|
2015 |
2014 |
2015 |
2014 | ||||||||||
|
Net sales |
$ 535 |
$ 400 |
$ 2,112 |
$ 1,737 | |||||||||
|
Cost of goods sold |
513 |
346 |
1,992 |
1,530 | |||||||||
|
Gross profit |
22 |
54 |
120 |
207 | |||||||||
|
Selling, general and administrative expenses |
(46) |
(54) |
(217) |
(192) | |||||||||
|
Restructuring expense |
(14) |
(5) |
(21) |
(15) | |||||||||
|
Income (loss) from operations |
(38) |
(5) |
(118) |
- | |||||||||
|
Interest and debt expense, net |
(45) |
(32) |
(176) |
(133) | |||||||||
|
Net loss on liquidation of non-operating subsidiaries |
- |
- |
- |
(35) | |||||||||
|
Loss on extinguishment of debt |
- |
- |
- |
(8) | |||||||||
|
Other income, net |
6 |
15 |
28 |
27 | |||||||||
|
Loss before income taxes |
(77) |
(22) |
(266) |
(149) | |||||||||
|
Income tax provision |
(12) |
(253) |
(41) |
(268) | |||||||||
|
Net loss |
(89) |
(275) |
(307) |
(417) | |||||||||
|
Net income attributable to noncontrolling interest |
1 |
1 |
11 |
10 | |||||||||
|
Net loss attributable to Tronox Limited |
$ (90) |
$ (276) |
$ (318) |
$ (427) | |||||||||
|
Loss per share, basic and diluted |
$ (0.78) |
$ (2.40) |
$ (2.75) |
$ (3.74) | |||||||||
|
Weighted average shares outstanding, basic and diluted (in thousands) |
115,673 |
115,036 |
115,566 |
114,281 | |||||||||
|
Other Operating Data: |
|||||||||||||
|
Capital expenditures |
$ 50 |
$ 81 |
$ 191 |
$ 187 | |||||||||
|
Depreciation, depletion and amortization expense |
$ 72 |
$ 70 |
$ 294 |
$ 295 | |||||||||
|
TRONOX LIMITED | |||||||||||||||
|
SCHEDULE OF ADJUSTED EARNINGS (NON-U.S. GAAP)* | |||||||||||||||
|
(UNAUDITED) | |||||||||||||||
|
(Millions of U.S. dollars, except share and per share data) | |||||||||||||||
|
Three Months Ended December 31, |
Year Ended December 31, | ||||||||||||||
|
2015 |
2014 |
2015 |
2014 | ||||||||||||
|
Net sales |
$ 535 |
$ 400 |
$ 2,112 |
$ 1,737 | |||||||||||
|
Cost of goods sold |
513 |
346 |
1,983 |
1,530 | |||||||||||
|
Gross profit |
22 |
54 |
129 |
207 | |||||||||||
|
Selling, general and administrative expenses |
(46) |
(51) |
(198) |
(189) | |||||||||||
|
Adjusted income (loss) from operations |
(24) |
3 |
(69) |
18 | |||||||||||
|
Interest and debt expense, net |
(45) |
(32) |
(168) |
(133) | |||||||||||
|
Loss on extinguishment of debt |
- |
- |
- |
(8) | |||||||||||
|
Other income, net |
6 |
6 |
28 |
18 | |||||||||||
|
Adjusted loss before income taxes |
(63) |
(23) |
(209) |
(105) | |||||||||||
|
Income tax benefit (provision) |
(12) |
2 |
(41) |
41 | |||||||||||
|
Adjusted net loss |
(75) |
(21) |
(250) |
(64) | |||||||||||
|
Net income attributable to noncontrolling interest |
1 |
2 |
11 |
11 | |||||||||||
|
Adjusted net loss attributable to |
|||||||||||||||
|
Tronox Limited (Non-U.S. GAAP)* |
$ (76) |
$ (23) |
$ (261) |
$ (75) | |||||||||||
|
Basic adjusted loss per share, attributable to Tronox Limited |
$ (0.66) |
$ (0.20) |
$ (2.26) |
$ (0.66) | |||||||||||
|
Diluted adjusted loss per share, attributable to Tronox Limited |
$ (0.66) |
$ (0.20) |
$ (2.26) |
$ (0.66) | |||||||||||
|
Weighted average shares outstanding, basic (in thousands) |
115,673 |
115,036 |
115,566 |
114,281 | |||||||||||
|
Weighted average shares outstanding, diluted (in thousands) |
115,673 |
115,036 |
115,566 |
114,281 | |||||||||||
|
* We believe that the non-U.S. GAAP financial measure "Adjusted net income (loss) attributable to Tronox Limited" and its presentation on a per share basis provides useful information about our operating results to investors and securities analysts. Adjusted earnings excludes the effects related to the acquisition of the Alkali business, restructuring expense, net loss on liquidation on non-operating subsidiaries and certain tax related adjustments. We also believe that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of our underlying businesses from period to period. Additionally, the above schedule is presented in a format which reflects the manner in which we manage our business, and is not in accordance with U.S. GAAP. |
|
TRONOX LIMITED | ||||||||
|
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
RECONCILIATION OF NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (U.S. GAAP) | ||||||||
|
TO ADJUSTED NET LOSS | ||||||||
|
ATTRIBUTABLE TO TRONOX LIMITED (NON-U.S. GAAP) | ||||||||
|
Three Months Ended December 31, |
Year Ended December 31, | |||||||
|
2015 |
2014 |
2015 |
2014 | |||||
|
Net loss attributable to Tronox Limited (U.S. GAAP) |
$ (90) |
$ (276) |
$ (318) |
$ (427) | ||||
|
Acquisition related expense (a) |
- |
- |
36 |
- | ||||
|
Restructuring expense (b) |
14 |
5 |
21 |
15 | ||||
|
Net loss on liquidation of non-operating subsidiaries (c) |
- |
- |
- |
35 | ||||
|
Tax valuation allowance in The Netherlands (d) |
- |
255 |
- |
311 | ||||
|
Tax and noncontrolling impact of restructuring, liquidation of non-operating subsidiaries and acquisition related items (e) |
- |
(1) |
- |
(3) | ||||
|
Contract settlements, net (f) |
- |
3 |
- |
3 | ||||
|
Pension and postretirement benefit curtailment gains (g) |
- |
(9) |
- |
(9) | ||||
|
Adjusted net loss attributable to Tronox Limited (Non-U.S. GAAP) |
$ (76) |
$ (23) |
$ (261) |
$ (75) | ||||
|
Diluted loss per share attributable to Tronox Limited (U.S. GAAP) |
$ (0.78) |
(2.40) |
$ (2.75) |
$ (3.74) | ||||
|
Acquisition related expense, per diluted share |
- |
- |
0.31 |
- | ||||
|
Restructuring expense, per diluted share |
0.12 |
0.04 |
0.18 |
0.13 | ||||
|
Net loss on liquidation of non-operating subsidiaries, per diluted share |
- |
- |
- |
0.31 | ||||
|
Tax valuation allowance in The Netherlands |
- |
2.22 |
- |
2.72 | ||||
|
Tax and noncontrolling impact of restructuring, liquidation of non-operating subsidiaries and acquisition related items, per diluted share |
- |
(0.01) |
- |
(0.03) | ||||
|
Contract settlements, net |
- |
0.03 |
- |
0.03 | ||||
|
Pension and postretirement benefit curtailment gains |
- |
(0.08) |
- |
(0.08) | ||||
|
Diluted adjusted loss per share attributable to Tronox Limited (Non-U.S. GAAP) |
$ (0.66) |
$ (0.20) |
$ (2.26) |
$ (0.66) | ||||
|
Weighted average shares outstanding, diluted (in thousands) |
115,673 |
115,036 |
115,566 |
114,281 | ||||
|
(a) One-time non-operating items and the effect of acquisitions. | ||||||||
|
(b) Represents severance costs associated with the shutdown of our sodium chlorate plant and other global TiO2 restructuring efforts. | ||||||||
|
(c) Represents the liquidation of non-operating subsidiaries, Tronox Pigments International GmbH in 2014. | ||||||||
|
(d) Represents an adjustment to account for a full valuation allowance for Netherlands deferred tax assets, which include a $42 million provision and a $14 million reversal of 2014 tax benefits. | ||||||||
|
(e) Represents the tax and noncontrolling impact on items references in notes (a) and (b) | ||||||||
|
(f) Represents various contract settlements, net of related expenses. | ||||||||
|
(g) Represents pension curtailment in the Netherlands and a postretirement benefit curtailment in the United States. |
|
TRONOX LIMITED | ||||||||
|
SEGMENT INFORMATION | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars) | ||||||||
|
Three Months Ended December 31, |
Year Ended December 31, | |||||||
|
2015 |
2014 |
2015 |
2014 | |||||
|
Sales |
||||||||
|
TiO2segment |
$ 336 |
$ 400 |
$ 1,510 |
$ 1,737 | ||||
|
Alkali segment |
199 |
- |
602 |
- | ||||
|
Net sales |
$ 535 |
$ 400 |
$ 2,112 |
$ 1,737 | ||||
|
Income (loss) from operations |
||||||||
|
TiO2segment |
$ (65) |
$ 17 |
$ (123) |
$ 78 | ||||
|
Alkali segment |
23 |
- |
69 |
- | ||||
|
Corporate |
4 |
(22) |
(64) |
(78) | ||||
|
Income (loss) from operations |
(38) |
(5) |
(118) |
- | ||||
|
Interest and debt expense, net |
(45) |
(32) |
(176) |
(133) | ||||
|
Net loss on liquidation of non-operating subsidiaries |
- |
- |
- |
(35) | ||||
|
Loss on extinguishment of debt |
- |
- |
- |
(8) | ||||
|
Other income, net |
6 |
15 |
28 |
27 | ||||
|
Loss before income taxes |
(77) |
(22) |
(266) |
(149) | ||||
|
Income tax provision |
(12) |
(253) |
(41) |
(268) | ||||
|
Net loss |
(89) |
(275) |
(307) |
(417) | ||||
|
Net income attributable to noncontrolling interest |
1 |
1 |
11 |
10 | ||||
|
Net loss attributable to Tronox Limited |
$ (90) |
$ (276) |
$ (318) |
$ (427) | ||||
|
TRONOX LIMITED | ||||||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
|
(UNAUDITED) | ||||||||
|
(Millions of U.S. dollars, except share and per share data) | ||||||||
|
December 31, |
December 31 | |||||||
|
ASSETS |
2015 |
2014 | ||||||
|
Current Assets |
||||||||
|
Cash and cash equivalents |
$ 229 |
$ 1,276 | ||||||
|
Restricted cash |
5 |
3 | ||||||
|
Accounts receivable, net of allowance for doubtful accounts |
391 |
277 | ||||||
|
Inventories, net |
630 |
770 | ||||||
|
Prepaid and other assets |
46 |
42 | ||||||
|
Deferred tax assets |
- |
13 | ||||||
|
Total current assets |
1,301 |
2,381 | ||||||
|
Noncurrent Assets |
||||||||
|
Property, plant and equipment, net |
1,843 |
1,227 | ||||||
|
Mineral leaseholds, net |
1,604 |
1,058 | ||||||
|
Intangible assets, net |
244 |
272 | ||||||
|
Inventories, net |
12 |
57 | ||||||
|
Long-term deferred tax assets |
- |
9 | ||||||
|
Other long-term assets |
68 |
61 | ||||||
|
Total assets |
$ 5,072 |
$ 5,065 | ||||||
|
LIABILITIES AND EQUITY |
||||||||
|
Current Liabilities |
||||||||
|
Accounts payable |
$ 159 |
$ 160 | ||||||
|
Accrued liabilities |
180 |
147 | ||||||
|
Short-term debt |
150 |
- | ||||||
|
Long-term debt due within one year |
16 |
18 | ||||||
|
Income taxes payable |
43 |
32 | ||||||
|
Deferred tax liabilities |
- |
9 | ||||||
|
Total current liabilities |
548 |
366 | ||||||
|
Noncurrent Liabilities |
||||||||
|
Long-term debt |
2,955 |
2,375 | ||||||
|
Pension and postretirement healthcare benefits |
141 |
172 | ||||||
|
Asset retirement obligations |
77 |
85 | ||||||
|
Long-term deferred tax liabilities |
143 |
204 | ||||||
|
Other long-term liabilities |
98 |
75 | ||||||
|
Total liabilities |
3,962 |
3,277 | ||||||
|
Shareholders' Equity |
||||||||
|
Tronox Limited Class A ordinary shares, par value $0.01 — 65,443,363 shares issued and 64,521,851 shares outstanding at December 31, 2015 and 65,152,145 shares issued and 63,968,616 shares outstanding at December 31, 2014 |
1 |
1 | ||||||
|
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at December 31, 2015 and December 31, 2014. |
- |
- | ||||||
|
Capital in excess of par value |
1,500 |
1,476 | ||||||
|
Retained earnings |
93 |
529 | ||||||
|
Accumulated other comprehensive loss |
(596) |
(396) | ||||||
|
Total shareholders' equity |
998 |
1,610 | ||||||
|
Noncontrolling interest |
112 |
178 | ||||||
|
Total equity |
1,110 |
1,788 | ||||||
|
Total liabilities and equity |
$ 5,072 |
$ 5,065 | ||||||
|
TRONOX LIMITED | |||
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
|
(UNAUDITED) | |||
|
(Millions of U.S. dollars) | |||
|
Year Ended December 31, | |||
|
2015 |
2014 | ||
|
Cash Flows from Operating Activities: |
|||
|
Net loss |
$ (307) |
$ (417) | |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|||
|
Depreciation, depletion and amortization |
294 |
295 | |
|
Deferred income taxes |
- |
237 | |
|
Share-based compensation expense |
22 |
20 | |
|
Amortization of deferred debt issuance costs and discount on debt |
11 |
10 | |
|
Pension and postretirement healthcare benefit (income) expense |
5 |
(3) | |
|
Net loss on liquidation of non-operating subsidiaries |
- |
35 | |
|
Loss on extinguishment of debt |
- |
8 | |
|
Amortization of fair value inventory step-up |
9 |
- | |
|
Other noncash items affecting net loss |
- |
3 | |
|
Contributions to employee pension and postretirement plans |
(17) |
(18) | |
|
Changes in assets and liabilities: |
|||
|
(Increase) decrease in accounts receivable |
20 |
23 | |
|
(Increase) decrease in inventories |
157 |
(101) | |
|
(Increase) decrease in prepaid and other assets |
18 |
9 | |
|
Increase (decrease) in accounts payable and accrued liabilities |
(12) |
22 | |
|
Increase (decrease) in income taxes payable |
20 |
20 | |
|
Other, net |
(4) |
(2) | |
|
Cash provided by operating activities |
216 |
141 | |
|
Cash Flows from Investing Activities: |
|||
|
Capital expenditures |
(191) |
(187) | |
|
Proceeds from the sale of assets |
1 |
- | |
|
Acquisition of business |
(1,650) |
- | |
|
Cash used in investing activities |
(1,840) |
(187) | |
|
Cash Flows from Financing Activities: |
|||
|
Repayments of debt |
(18) |
(20) | |
|
Proceeds from debt |
750 |
- | |
|
Debt issuance costs |
(15) |
(2) | |
|
Dividends paid |
(117) |
(116) | |
|
Proceeds from the exercise of warrants and options |
3 |
6 | |
|
Cash provided by (used in) financing activities |
603 |
(132) | |
|
Effects of exchange rate changes on cash and cash equivalents |
(26) |
(21) | |
|
Net decrease in cash and cash equivalents |
(1,047) |
(199) | |
|
Cash and cash equivalents at beginning of period |
1,276 |
1,475 | |
|
Cash and cash equivalents at end of period |
$ 229 |
$ 1,276 | |
|
TRONOX LIMITED | |||||||||||||||
|
CONDENSED STATEMENT OF FREE CASH FLOWS | |||||||||||||||
|
(UNAUDITED) | |||||||||||||||
|
(Millions of U.S. dollars) | |||||||||||||||
|
Three Months Ended December 31, 2015 |
Year Ended December 31, 2015 | ||||||||||||||
|
TiO2 |
Alkali |
Corporate |
Consolidated |
TiO2 |
Alkali |
Corporate |
Consolidated | ||||||||
|
Operating income (loss) |
$ (65) |
$ 23 |
$ 4 |
$ (38) |
$ (123) |
$ 69 |
$ (64) |
$ (118) | |||||||
|
Depreciation, depletion and amortization expense |
57 |
14 |
1 |
72 |
246 |
42 |
6 |
294 | |||||||
|
Other |
44 |
1 |
(19) |
26 |
92 |
18 |
(14) |
96 | |||||||
|
Adjusted EBITDA |
$ 36 |
$ 38 |
$ (14) |
$ 60 |
$ 215 |
$ 129 |
$ (72) |
$ 272 | |||||||
|
Adjusted EBITDA |
$ 36 |
$ 38 |
$ (14) |
$ 60 |
$ 215 |
$ 129 |
$ (72) |
$ 272 | |||||||
|
Interest paid, net of capitalized interest and interest income |
- |
- |
(15) |
(15) |
- |
- |
(145) |
(145) | |||||||
|
Income tax provision |
- |
- |
(12) |
(12) |
- |
- |
(41) |
(41) | |||||||
|
Alkali transaction costs |
- |
- |
- |
- |
- |
- |
(29) |
(29) | |||||||
|
Contributions to employee pension and |
(1) |
- |
- |
(1) |
(15) |
(2) |
- |
(17) | |||||||
|
Deferred income taxes |
- |
- |
4 |
4 |
- |
- |
- |
- | |||||||
|
Other |
(14) |
- |
(14) |
(28) |
(20) |
- |
(3) |
(23) | |||||||
|
Changes in assets and liabilities |
|||||||||||||||
|
(Increase) decrease in accounts receivable |
46 |
10 |
- |
56 |
11 |
9 |
- |
20 | |||||||
|
(Increase) decrease in inventories |
62 |
5 |
- |
67 |
155 |
2 |
- |
157 | |||||||
|
(Increase) decrease in prepaid and other assets |
7 |
6 |
1 |
14 |
6 |
15 |
(3) |
18 | |||||||
|
Increase (decrease) in accounts payable and accrued liabilities |
15 |
(13) |
21 |
23 |
8 |
- |
(20) |
(12) | |||||||
|
Increase (decrease) in income taxes payable |
- |
- |
8 |
8 |
- |
- |
20 |
20 | |||||||
|
Other, net |
- |
- |
(5) |
(5) |
- |
- |
(4) |
(4) | |||||||
|
Subtotal |
130 |
8 |
25 |
163 |
180 |
26 |
(7) |
199 | |||||||
|
Cash provided by (used in) operating activities |
151 |
46 |
(26) |
171 |
360 |
153 |
(297) |
216 | |||||||
|
Capital expenditures |
37 |
13 |
- |
50 |
164 |
26 |
1 |
191 | |||||||
|
Free cash flow |
$ 114 |
$ 33 |
$ (26) |
$ 121 |
$ 196 |
$ 127 |
$ (298) |
$ 25 | |||||||
|
TRONOX LIMITED | |||||||||
|
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) | |||||||||
|
(UNAUDITED) | |||||||||
|
(Millions of U.S. dollars) | |||||||||
|
Three Months Ended December 31, |
Year Ended December 31, | ||||||||
|
2015 |
2014 |
2015 |
2014 | ||||||
|
Net loss |
$ (89) |
$ (275) |
$ (307) |
$ (417) | |||||
|
Interest and debt expense, net |
45 |
32 |
176 |
133 | |||||
|
Interest income |
(2) |
(3) |
(7) |
(13) | |||||
|
Income tax provision |
12 |
253 |
41 |
268 | |||||
|
Depreciation, depletion and amortization expense |
72 |
70 |
294 |
295 | |||||
|
EBITDA |
38 |
77 |
197 |
266 | |||||
|
Amortization of inventory step-up from purchase accounting |
- |
- |
9 |
- | |||||
|
Adjustment of transfer tax due to 2012 acquisition |
- |
- |
(11) |
- | |||||
|
Alkali transaction costs (a) |
- |
- |
29 |
- | |||||
|
Share-based compensation |
5 |
5 |
22 |
22 | |||||
|
Restructuring expense |
14 |
5 |
21 |
15 | |||||
|
Net loss on liquidation of non-operating subsidiaries |
- |
- |
- |
35 | |||||
|
Loss on extinguishment of debt |
- |
- |
- |
8 | |||||
|
Pension and postretirement benefit curtailment gains |
- |
(9) |
- |
(9) | |||||
|
Foreign currency remeasurement |
(5) |
(4) |
(21) |
(4) | |||||
|
Other items (b) |
8 |
7 |
26 |
20 | |||||
|
Adjusted EBITDA |
$ 60 |
$ 81 |
$ 272 |
$ 353 | |||||
|
Adjusted EBITDA by Segment |
|||||||||
|
Tio2 segment |
$ 36 |
$ 107 |
$ 215 |
$ 437 | |||||
|
Alkali segment |
38 |
- |
129 |
- | |||||
|
Corporate |
(14) |
(26) |
(72) |
(84) | |||||
|
$ 60 |
$ 81 |
$ 272 |
$ 353 | ||||||
|
(a) |
Transaction costs consist of costs associated with the acquisition of the Alkali business, including banking fees, legal and professional fees. |
||||||||
|
(b) |
Includes noncash pension and postretirement costs, severance expense, and other items. |
||||||||
Logo - http://photos.prnewswire.com/prnh/20131106/DA11850LOGO
SOURCE Tronox Limited
Article Date
2/23/20161/19/2016 - Tronox Announces Dates for Fourth Quarter 2015 Financial Results & Webcast Conference Call
Tronox Announces Dates for Fourth Quarter 2015 Financial Results & Webcast Conference Call
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
STAMFORD, Conn., Jan. 19, 2016 /PRNewswire/ -- Tronox Limited (NYSE: TROX) announced today the following schedule for its fourth quarter 2015 financial results and webcast conference call:
Financial Results Release: Tuesday, February 23, 2016, after the market close via PR Newswire and Tronox Limited's website at http://www.tronox.com.
Webcast Conference Call: Wednesday, February 24, 2016, at 10:00 a.m. EST (New York). The live call is open to the public via Internet broadcast and telephone.
Internet Broadcast: http://www.tronox.com/
Dial-in telephone numbers:
U.S. / Canada: +1.877.831.3840
International: +1.253.237.1184
Conference ID: 32827062
Conference Call Presentation Slides will be used during the conference call and are available on our website at http://www.tronox.com/
Conference Call Replay: Available via the Internet and telephone beginning on Wednesday, February 24, 2016 at 1:00 p.m. EST (New York), until Monday, February 29, 2016 at 1:00 p.m. EST (New York).
Internet Replay: www.tronox.com
Replay dial-in telephone numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 32827062
About Tronox
Tronox Limited is a global leader in the mining, production and marketing of inorganic minerals and chemicals. The company operates two vertically integrated businesses: Tronox Titanium Dioxide (TiO2) and Tronox Alkali. For more information, visit www.tronox.com
Media Contact: Bud Grebey
Direct: +1.203.705.3721
Investor Contact: Brennen Arndt
Direct: +1.203.705.3722
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SOURCE Tronox Limited
Article Date
1/19/2016Projects & Assets
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