STAMFORD, Conn., Aug. 6, 2019 /PRNewswire/ --
Second Quarter 2019 Highlights
Reported Basis:
- 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)
Pro Forma Basis versus First Quarter 2019
- 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)
Other Highlights:
- 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)
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:
- 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)
_________________________________________
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
- 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
Pro Forma Basis
- 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
Second Quarter 2019 vs. First Quarter 2019
Reported Basis
- 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
Pro Forma Basis
- 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
Other Financial Information
- 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
Share Repurchase
- 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
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:
- Credit Suisse Basic Materials Conference, New York, September 10,
2019
- Deutsche Bank Leveraged Finance Conference, Phoenix, September
24-25, 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 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:
- 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 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
June 30,
|
|
Six Months
Ended
June 30,
|
|
|
|
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
June 30,
|
|
Six Months
Ended
June 30,
|
|
|
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
June 30,
|
|
Six Months
Ended
June 30,
|
|
|
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
June 30,
|
|
|
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
June 30,
|
|
|
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
June 30,
|
|
Six Months
Ended
June 30,
|
|
|
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
June 30,
|
|
Six Months
Ended
June 30,
|
|
|
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
June 30,
|
|
Six Months
Ended
June 30,
|
|
|
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
March 31,
|
|
|
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
March 31,
|
|
|
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