STAMFORD, Conn., Nov. 7, 2019 /PRNewswire/ --
Third Quarter 2019 Highlights:
- 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
Other Highlights:
- 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
Full Year 2019 Outlook on Reported Basis:
- 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)
Full Year 2019 Outlook on Pro Forma Basis:
- 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)
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
- 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
Pro Forma Basis
- 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
Third Quarter 2019 vs. Second Quarter 2019
Reported Basis
- 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
Pro Forma Basis
- 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
Other Financial Information
- 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
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:
- 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
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:
- 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.
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