STAMFORD, Conn., Feb. 25, 2020 /PRNewswire/ --
Fourth Quarter 2019 Highlights (Reported Basis):
- Revenue of $693 million
- Income from operations of $44
million; Adjusted EBITDA of $156
million; Adjusted EBITDA margin of 23 percent
(Non-GAAP)
- GAAP diluted EPS of $0.00;
Adjusted diluted EPS of $0.14
(Non-GAAP)
- TiO2 local selling prices 1 percent lower benefiting
from margin stability initiatives and sales volumes down within
seasonally typical range, 9 percent, versus third quarter 2019
- Zircon continues to deliver strong profitability and margin
enhancement despite softer market conditions as revenue up 4
percent versus third quarter 2019 driven by 7 percent sales volume
increase partially offset by 3 percent lower selling prices
Full Year 2019 Highlights (Reported Basis):
- Revenue of $2,642 million
- Income from operations of $95
million; Adjusted EBITDA of $615
million within previously issued guidance range; Adjusted
EBITDA margin of 23 percent (Non-GAAP)
- GAAP diluted loss per share from continuing operations of
($0.81); Adjusted diluted EPS of
$0.47 above top-end of previously
issued guidance range (Non-GAAP)
- Total acquisition synergies of $89
million achieved, exceeding increased guidance issued in the
third quarter of $65 million by
$24 million
- Free Cash Flow of $214 million
exceeded top-end of previously issued guidance by $79 million (Non-GAAP)
- Returned $315 million to
shareholders through share repurchases and regular dividend
payments
- $100 million discretionary debt
repayment made in December 2019
Dividend Increase; Raising Synergy Targets; Full Year 2020
Outlook:
- Board declared increase in quarterly dividend of 56%, which
equates to a $0.28 per share annual
dividend, up from $0.18 per share,
reinforcing confidence in our business model and ability to
generate strong free cash flow throughout cycles
- Raising total synergies targets for 2020 to $190 million, 2021 to $275
million, and 2022 to $325
million
- Full Year 2020 Outlook:
-
- Revenue of $3.0 – $3.3 billion
- Adjusted EBITDA of $700 –
$800 million (Non-GAAP)
- Adjusted diluted EPS of $0.55 –
$1.10 (Non-GAAP)
- Capex of $260 – $290 million
- Free Cash Flow over $200 million
(Non-GAAP)
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the
world's leading integrated manufacturer of titanium dioxide
pigment, today reported its financial results for the quarter
ending December 31, 2019, as
follows:
Summary of Financial Results for the Quarter Ending
December 31, 2019
Reported Basis
(Millions of
dollars)
|
Q4
2019
|
Q4
2018
|
Y-o-Y %
∆
|
Q3
2019
|
Q-o-Q %
∆
|
Revenue
|
$
693
|
$
429
|
62%
|
$
768
|
(10%)
|
TiO2
|
544
|
252
|
116%
|
603
|
(10%)
|
Zircon
|
71
|
82
|
(13%)
|
68
|
4%
|
Feedstock and
other products
|
78
|
95
|
(18%)
|
97
|
(20%)
|
Net (Loss) Income
from Continuing Ops
|
$
(5)
|
$
6
|
(183%)
|
$
(12)
|
58%
|
Adjusted
EBITDA
|
$
156
|
$
120
|
30%
|
$
184
|
(15%)
|
Adjusted
EBITDA Margin %
|
23%
|
28%
|
|
24%
|
|
|
|
|
|
|
|
|
Y-o-Y %
∆
|
|
Q-o-Q %
∆
|
|
Volume
|
Price
|
|
Volume
|
Price
|
TiO2
|
125%
|
(5%)
|
|
(9%)
|
(1%)
|
Local Currency
Basis
|
-
|
(4%)
|
|
-
|
(1%)
|
Zircon
|
(8%)
|
(6%)
|
|
7%
|
(3%)
|
Pro Forma Basis
(Millions of
dollars)
|
Q4
2019
|
Q4
2018
|
Y-o-Y %
∆
|
Q3
2019
|
Q-o-Q %
∆
|
Revenue
|
$
693
|
$
728
|
(5%)
|
$
768
|
(10%)
|
TiO2
|
544
|
550
|
(1%)
|
603
|
(10%)
|
Zircon
|
71
|
107
|
(34%)
|
68
|
4%
|
Feedstock and
other products
|
78
|
71
|
10%
|
97
|
(20%)
|
Net Income from
Continuing Ops
|
$
1
|
$
62
|
(98%)
|
$
26
|
(96%)
|
Adjusted
EBITDA
|
$
156
|
$
216
|
(28%)
|
$
184
|
(15%)
|
Adjusted
EBITDA Margin %
|
23%
|
30%
|
|
24%
|
|
|
|
|
|
|
|
|
Y-o-Y %
∆
|
|
Q-o-Q %
∆
|
|
Volume
|
Price
|
|
Volume
|
Price
|
TiO2
|
3%
|
(5%)
|
|
(9%)
|
(1%)
|
Local Currency
Basis
|
-
|
(4%)
|
|
-
|
(1%)
|
Zircon
|
(29%)
|
(6%)
|
|
7%
|
(3%)
|
Jeffry Quinn, Chairman and Chief
Executive Officer commented:
"2019 marked a transformative year for Tronox with the close of
the Cristal acquisition. As the world's largest vertically
integrated TiO2 producer with an unmatched global
footprint, we continue to grow with our customers as they grow
anywhere in the world and benefit from our alignment with customers
growing faster than the overall market. The success of our bespoke
win-win margin stability initiative continues to enhance the
stability of our top line relative to historical industry
patterns. We are well-positioned to create significant value
for our shareholders.
"Our financial performance in 2019 was driven by strong
execution on the many operating and commercial initiatives that
were within our control, such as delivering synergies through our
accelerated acquisition integration program, optimizing our global
vertically integrated footprint, managing our cost structure and
wisely allocating capital. Despite macro-economic challenges,
our Adjusted EBITDA margin remained strong at 23 percent, we
generated free cash flow of $214
million and returned $315
million to shareholders through share repurchases and our
dividend. We also achieved total acquisition synergies of
$89 million during the year,
exceeding our Investor Day target by $44
million and third quarter increased guidance by $24 million. Every day we are finding
additional value-creating opportunities in the new Tronox. As
a result, we are significantly increasing our synergy targets for
2020 and beyond.
"Our global team is moving forward in 2020 together as one new
Tronox. We remain focused on execution and delivery of our
vertical integration strategy, which is creating an enterprise that
displays greater stability in financial performance and cash
generation throughout the cycle. We will continue to manage
what we can control – achieving the increased synergy targets,
investing in our business through well-conceived, well-executed
high return projects, deleveraging the balance sheet, and returning
capital to shareholders through an increased dividend.
"Certainly, economic and global macro uncertainty remain as we
have entered 2020, but we believe the outlook for the
TiO2 sector is strong. As we emerge from a prolonged,
but shallow industry trough, we have seen the beginning of an
uptick in volumes and believe that historically this has been a
precursor to an improving price environment. Due to our competitive
advantage of vertical integration through a global footprint, we
are confident that we will continue to outperform our industry
peers in terms of EBITDA margin and free cash flow generation
irrespective of the economic environment. We will deliver on
our financial targets while remaining committed to employee
development, safety and sustainability."
The Board of Directors declared a quarterly dividend
of $0.07 per share payable on Friday, March 20, 2020, to
shareholders of record of the Company's ordinary shares at the
close of business on Monday, March 9, 2020.
Full Year 2020 Outlook
Regarding the Company's outlook for the full year 2020, Quinn
commented, "Balancing global macro-economic uncertainty and
near-term softness in zircon demand with the beginning of an uptick
in the TiO2 sector and our confidence in our ability to
deliver our increased synergy target, we are issuing the following
outlook for 2020:
- Full Year 2020 Outlook:
- Revenue of $3.0 – $3.3 billion
- Adjusted EBITDA of $700 –
$800 million (Non-GAAP)
- Adjusted diluted EPS of $0.55 –
$1.10 (Non-GAAP)
- Capex of $260 – $290 million
- Free Cash Flow over $200 million
(Non-GAAP)
_________________________________________
|
Note: for the
Company's guidance with respect to full-year 2020 Adjusted EBITDA,
Adjusted Diluted EPS and Free Cash Flow, we are not able to provide
without unreasonable effort the most directly comparable GAAP
financial measure, or reconciliation to such GAAP financial
measure, because certain items that impact such measures are
uncertain, out of the Company's control or cannot be reasonably
predicted.
|
Financial Summary for the Quarter Ending December 31, 2019 (Reported Basis)
Tronox reported revenue of $693
million for the fourth quarter 2019, an increase of 62
percent from $429 million in the
fourth quarter 2018. Income from operations of $44 million compared to $68 million in the year-ago quarter. Net
income from continuing operations attributable to Tronox was nil,
or $0.00 per diluted share, compared
to net loss from continuing operations attributable to Tronox of
$5 million, or $0.05 per diluted share, in the year-ago
quarter. Net loss from continuing operations attributable to
Tronox in the fourth quarter 2019 included an inventory step-up
charge, transaction costs, restructuring and integration costs,
loss on extinguishment of debt, a pension settlement gain and a
charge for a capital gains tax payment that, combined, totaled
$19 million or $0.14 per diluted share. Excluding these
items, adjusted net income attributable to Tronox (Non-GAAP) was
$19 million, or $0.14 per diluted share. Adjusted EBITDA of
$156 million increased 30 percent
compared to $120 million in the
prior-year quarter.
_________________________________________
|
Note: Since Tronox
and Cristal combined their respective businesses on April 10, 2019
and to assist in the following discussion of fourth quarter 2019
performance compared to the fourth quarter 2018, we have provided
the results on both a pro forma basis and a reported
basis.
|
Fourth Quarter 2019 vs. Fourth Quarter 2018
Reported Basis
- Revenue of $693 million,
increased 62 percent from $429
million
- TiO2 sales of $544
million, including revenue from the acquired Cristal
operations, increased 116 percent compared to $252 million
- Zircon sales of $71 million,
including revenue from the acquired Cristal operations, decreased
13 percent from $82 million
- Feedstock and other products sales of $78 million, including revenue from the acquired
Cristal operations, decreased 18 percent from $95 million
- Adjusted EBITDA of $156 million
increased 30 percent compared to $120
million
Pro Forma Basis
- Revenue of $693 million was 5
percent lower than $728 million in
the year-ago quarter
- TiO2 sales of $544
million were 1 percent lower compared to $550 million; sales volumes increased 3 percent;
selling prices were 4 percent lower on a local currency basis and 5
percent lower on a U.S. dollar basis
- Zircon sales of $71 million were
34 percent lower than $107 million in
the year-ago quarter; sales volumes were 29 percent lower when
compared to a very strong prior-year quarter of shipments, as well
as softer market conditions, primarily in China, with continued impacts felt by the
trade war, environmental regulations and generally slower
growth
- Feedstock and other products sales of $78 million increased 10 percent from
$71 million on higher CP slag
sales
- Adjusted EBITDA of $156 million
was 28 percent lower than $216
million in the year-ago quarter, due to lower
TiO2 selling prices, lower zircon sales volumes and
selling prices and higher production costs, partially offset by
favorable foreign exchange on costs, primarily the South African
rand and Australian dollar, and acquisition synergies
Fourth Quarter 2019 vs. Third Quarter 2019
Reported Basis
- Revenue of $693 million decreased
10 percent compared to $768
million
- TiO2 sales of $544
million were 10 percent lower than $603 million; sales volumes declined within the
seasonally typical range – 9 percent – and selling prices were 1
percent lower on a local currency basis and on a U.S. dollar
basis
- Zircon sales of $71 million
increased 4 percent from $68 million,
driven by a 7 percent increase in sales volumes benefiting from
shipment timing, partially offset by 3 percent lower selling
prices
- Feedstock and other products sales of $78 million decreased 20 percent from
$97 million driven by lower CP slag
and pig iron sales volumes
- Adjusted EBITDA of $156 million
decreased 15 percent compared to $184
million, primarily due to seasonally normal lower sales
volumes for TiO2, lower feedstock and other sales
volumes, higher production costs and the absence of integration
margin benefits, partially offset by favorable foreign exchange on
costs, primarily the South African rand and Australian dollar, and
acquisition synergies
Other Financial Information
- On December 31, 2019, debt was
$3,026 million and debt, net of cash
and cash equivalents was $2,724
million, excluding restricted cash
- As of December 31, 2019,
liquidity was $648 million comprised
of cash and cash equivalents of $302
million and $346 million
available under revolving credit agreements
- In the fourth quarter 2019, capital expenditures were
$58 million and depreciation,
depletion and amortization expense was $75
million
- Tronox returned approximately $315
million to shareholders in 2019 through share repurchases
and regular dividend payments
Financial Summary for the Year Ending December 31, 2019 (Reported Basis)
Tronox reported revenue of $2,642
million for 2019, an increase of 45 percent from
$1,819 million in 2018. Income
from operations of $95 million
compared to $200 million in the
year-ago period. Net loss from continuing operations
attributable to Tronox of $114
million, or $0.81 per diluted
share, compared to a net loss from continuing operations
attributable to Tronox of $7 million,
or $0.06 per diluted share, in the
year-ago period. Net loss from continuing operations
attributable to Tronox in 2019 included an inventory step-up
charge; transaction, restructuring and integration costs; loss on
extinguishment of debt; a pension settlement gain; and a charge for
a capital gains tax payment that, combined, totaled $180 million or $1.28 per diluted share. Excluding these
items, adjusted net income from continuing operations attributable
to Tronox (Non-GAAP) was $66 million,
or $0.47 per diluted share.
Adjusted EBITDA of $615 million
increased 20 percent compared to $513
million in the prior year.
Webcast Conference Call
Tronox will conduct a webcast conference call on Wednesday, February 26, 2020, at 8:30 a.m. ET (New
York). The live call is open to the public via
internet broadcast and telephone.
Internet Broadcast: tronox.com
Dial-in Telephone Numbers:
U.S. / Canada: +1.877.831.3840
International: +1.224.633.1393
Conference ID: 2287089
Conference Call Presentation Slides will be used during
the conference call and will be available on our website:
tronox.com
Conference Call Replay: Available via the internet
and telephone beginning on February 26,
2020, 11:30 a.m. ET
(New York), until March 4, 2020, 11:30 a.m.
ET (New York)
Internet Replay: tronox.com
Replay Dial-in Telephone Numbers:
U.S. / Canada: +1.855.859.2056
International: +1.404.537.3406
Conference ID: 2287089
Upcoming Conferences
During the first quarter 2020, a member of management is
scheduled to present at the following conference:
- Alembic Global Advisors Conference, Deer Valley, UT,
February 27-28, 2020
Accompanying conference and meeting materials will be available
at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of
high-quality titanium products, including titanium dioxide pigment,
specialty-grade titanium dioxide products and high-purity titanium
chemicals; and zircon. We mine titanium-bearing mineral sands and
operate upgrading facilities that produce high-grade titanium
feedstock materials, pig iron and other minerals. With nearly 7,000
employees across six continents, our rich diversity, unmatched
vertical integration model, and unparalleled operational and
technical expertise across the value chain,
position Tronox as the preeminent titanium dioxide
producer in the world. For more information about how our products
add brightness and durability to paints, plastics, paper and other
everyday products, visit Tronox.com.
Forward Looking Statements
Statements in this release that are not historical are
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements, which are subject to known and unknown risks,
uncertainties and assumptions about us, may include projections of
our future financial performance, including anticipated synergies,
based on our growth and other strategies and anticipated trends in
our business. These statements are only predictions based on our
current expectations and projections about future events. There are
important factors that could cause our actual results, level of
activity, performance, actual synergies, or achievements to differ
materially from the results, level of activity, performance,
anticipated synergies or achievements expressed or implied by the
forward-looking statements. Significant risks and uncertainties may
relate to, but are not limited to, market conditions and price
volatility for titanium dioxide, zircon and other feedstock
materials, as well as global and regional economic downturns, that
adversely affect the demand for our end-use products; disruptions
in production at our mining and manufacturing facilities; and other
financial, economic, competitive, environmental, political, legal
and regulatory factors. These and other risk factors are discussed
in the Company's filings with the Securities and Exchange
Commission (SEC).
Moreover, we operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time,
and it is not possible for our management to predict all risks and
uncertainties, nor can management assess the impact of all factors
on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Although we
believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
level of activity, performance, synergies or achievements. Neither
we nor any other person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements. You should
not rely upon forward-looking statements as predictions of future
events. Unless otherwise required by applicable laws, we undertake
no obligation to update or revise any forward-looking statements,
whether because of new information or future developments.
Use of Non-U.S. GAAP Financial Information
To provide investors and others with additional information
regarding the financial results of Tronox Holdings plc, we have
disclosed in this press release certain non-U.S. GAAP operating
performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA
margin and Adjusted net loss attributable to Tronox, including its
presentation on a per share basis, and a non-U.S. GAAP liquidity
measure of Free Cash Flow. These non-U.S. GAAP financial
measures are a supplement to and not a substitute for or superior
to, the Company's results presented in accordance with U.S.
GAAP. The non-U.S. GAAP financial measures presented by the
Company may be different from non-U.S. GAAP financial measures
presented by other companies. Specifically, the Company believes
the non-U.S. GAAP information provides useful measures to investors
regarding the Company's financial performance by excluding certain
costs and expenses that the Company believes are not indicative of
its core operating results. Beginning with the reporting of
our first quarter of 2019 results, we modified our definition of
the Adjusted EBITDA metric to exclude all realized and unrealized
gains and losses caused by foreign currency re-measurement to be
more consistent with how we report this metric to our
lenders. We have revised the comparable periods for
consistency. The presentation of these non-U.S. GAAP
financial measures is not meant to be considered in isolation or as
a substitute for results or guidance prepared and presented in
accordance with U.S. GAAP. A reconciliation of the non-U.S.
GAAP financial measures to U.S. GAAP results is included
herein.
Management believes these non-U.S. GAAP financial measures:
- 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 2020
Adjusted EBITDA, Adjusted diluted earnings per share and Free Cash
Flow, we are not able to provide without unreasonable effort the
most directly comparable GAAP financial measure, or reconciliation
to such GAAP financial measure, because certain items that impact
such measure are uncertain or out of our control, or cannot be
reasonably predicted.
Unaudited Pro Forma Financial Information
On April 10, 2019, we announced
the completion of the acquisition of the TiO2 business
of Cristal which impacts the comparability of the reported results
for 2019 compared to 2018 and the fourth quarter of 2019 compared
to the fourth quarter of 2018. Since Tronox and Cristal have
combined their respective businesses effective with the merger date
of April 10, 2019, the three and
twelve months ended December 31, 2019
reflect the results of the combined business from April 10, 2019, while the three and twelve months
ended December 31, 2018 include only
the results of the legacy Tronox business. To assist with a
discussion of the 2019 and 2018 results on a comparable basis,
certain supplemental unaudited pro forma income statement and
Adjusted EBITDA information is provided on a consolidated basis and
is referred to as "pro forma information." The pro forma
information has been prepared on a basis consistent with Article 11
of Regulation S-X, assuming the merger and merger-related
divestitures of Cristal's North American TiO2 business
and the 8120 paper laminate grade had been consummated on
January 1, 2018. In preparing this
pro forma information, the historical financial information has
been adjusted to give effect to pro forma adjustments that are (i)
directly attributable to the business combination and other
transactions presented herein, such as the merger-related
divestitures, (ii) factually supportable, and (iii) expected to
have a continuing impact on the combined entity's consolidated
results. The pro forma information is based on management's
assumptions and is presented for illustrative purposes and does not
purport to represent what the results of operations would actually
have been if the business combination and merger-related
divestitures had occurred as of the dates indicated or what the
results would be for any future periods. Also, the pro forma
information does not include the impact of any revenue, cost or
other operating synergies in the periods prior to the acquisition
that may result from the business combination or any related
restructuring costs.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Brennen Arndt /
Jennifer Guenther
+1.646.960.6598
|
TRONOX HOLDINGS
PLC
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS (U.S. GAAP)
|
|
(UNAUDITED)
|
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Net
sales
|
|
|
|
$
693
|
|
$
429
|
|
$
2,642
|
|
$
1,819
|
|
Cost of goods
sold
|
|
545
|
|
311
|
|
2,159
|
|
1,321
|
|
Contract
loss
|
|
|
-
|
|
-
|
|
19
|
|
-
|
|
Gross
profit
|
|
|
|
148
|
|
118
|
|
464
|
|
498
|
|
Selling, general, and
administrative expenses
|
|
95
|
|
50
|
|
347
|
|
267
|
|
Restructuring
|
|
|
9
|
|
-
|
|
22
|
|
-
|
|
Impairment
loss
|
|
-
|
|
-
|
|
-
|
|
31
|
|
Income from
operations
|
|
44
|
|
68
|
|
95
|
|
200
|
|
Interest
expense
|
|
(47)
|
|
(49)
|
|
(201)
|
|
(193)
|
|
Interest
income
|
|
|
2
|
|
10
|
|
18
|
|
33
|
|
Loss on
extinguishment of debt
|
|
(1)
|
|
-
|
|
(3)
|
|
(30)
|
|
Other income
(expense), net
|
|
1
|
|
6
|
|
3
|
|
33
|
|
(Loss) income from
continuing operations before income taxes
|
|
(1)
|
|
35
|
|
(88)
|
|
43
|
|
Income tax
(provision) benefit
|
|
(4)
|
|
(29)
|
|
(14)
|
|
(13)
|
|
Net (loss) income
from continuing operations
|
|
(5)
|
|
6
|
|
(102)
|
|
30
|
|
Net income from
discontinued operations, net of tax
|
|
-
|
|
-
|
|
5
|
|
-
|
|
Net (loss)
income
|
|
(5)
|
|
6
|
|
(97)
|
|
30
|
|
Net (loss) income
attributable to noncontrolling interest
|
|
(5)
|
|
11
|
|
12
|
|
37
|
|
Net income (loss)
attributable to Tronox Holdings plc
|
|
$
-
|
|
$
(5)
|
|
$
(109)
|
|
$
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
per share, basic:
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
-
|
|
$
(0.05)
|
|
$
(0.81)
|
|
$
(0.06)
|
|
Discontinued
operations
|
|
$
-
|
|
$
-
|
|
$
0.03
|
|
$
-
|
|
Net (loss) income
per share, basic
|
|
$
-
|
|
$
(0.05)
|
|
$
(0.78)
|
|
$
(0.06)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
per share, diluted:
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
-
|
|
$
(0.05)
|
|
$
(0.81)
|
|
$
(0.06)
|
|
Discontinued
operations
|
|
$
-
|
|
$
-
|
|
$
0.03
|
|
$
-
|
|
Net (loss) income
per share, diluted:
|
|
$
-
|
|
$
(0.05)
|
|
$
(0.78)
|
|
$
(0.06)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, basic (in thousands)
|
|
141,923
|
|
123,079
|
|
139,859
|
|
122,881
|
|
Weighted average
shares outstanding, diluted (in thousands)
|
|
141,923
|
|
123,079
|
|
139,859
|
|
122,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating
Data:
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
|
$
58
|
|
$
34
|
|
$
198
|
|
$
117
|
|
|
Depreciation,
depletion and amortization expense
|
|
$
75
|
|
$
50
|
|
$
280
|
|
$
195
|
TRONOX HOLDINGS
PLC
|
RECONCILIATION OF
NON-U.S. GAAP FINANCIAL MEASURES
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
RECONCILIATION OF
NET (LOSS) INCOME FROM CONTINUING OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (U.S. GAAP)
|
TO ADJUSTED NET
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (NON-U.S. GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Net (loss) income
attributable to Tronox Holdings plc (U.S. GAAP)
|
|
$
-
|
|
$
(5)
|
|
$
(109)
|
|
$
(7)
|
Net income from
discontinued operations, net of tax (U.S. GAAP)
|
|
-
|
|
-
|
|
5
|
|
-
|
Net (loss) income
from continuing operations attributable to Tronox Holdings plc
(U.S. GAAP)
|
|
$
-
|
|
$
(5)
|
|
$
(114)
|
|
$
(7)
|
Inventory step-up
(a)
|
|
2
|
|
-
|
|
91
|
|
-
|
Impairment loss
(b)
|
|
-
|
|
-
|
|
-
|
|
31
|
Contract loss
(c)
|
|
-
|
|
-
|
|
14
|
|
-
|
Transaction costs
(d)
|
|
3
|
|
7
|
|
32
|
|
66
|
Restructuring
(e)
|
|
8
|
|
-
|
|
21
|
|
-
|
Integration costs
(f)
|
|
8
|
|
-
|
|
16
|
|
-
|
Tax valuation
allowance reversal (g)
|
|
-
|
|
-
|
|
-
|
|
(48)
|
Loss on
extinguishment of debt (h)
|
|
1
|
|
-
|
|
3
|
|
30
|
Share-based
compensation modification (i)
|
|
-
|
|
-
|
|
-
|
|
(6)
|
Pension settlement
gain (j)
|
|
(1)
|
|
-
|
|
(1)
|
|
(3)
|
Charge for capital
gains tax payment to Exxaro (k)
|
|
(2)
|
|
-
|
|
4
|
|
-
|
Reversal of accrual
related to tax settlement (l)
|
|
-
|
|
(11)
|
|
-
|
|
(11)
|
Income tax settlement
for prior years (m)
|
|
-
|
|
11
|
|
-
|
|
11
|
Income tax expense -
deferred tax assets (n)
|
|
-
|
|
6
|
|
-
|
|
6
|
Adjusted net income
from continuing operations attributable to Tronox Holdings plc
(non-U.S. GAAP) (1)
|
|
$
19
|
|
$
8
|
|
$
66
|
|
$
69
|
|
|
|
|
|
|
|
|
|
Diluted net income
(loss) per share from continuing operations (U.S. GAAP)
|
|
$
-
|
|
$
(0.05)
|
|
$
(0.81)
|
|
$
(0.06)
|
|
|
|
|
|
|
|
|
|
Inventory step-up,
per share
|
|
0.01
|
|
-
|
|
0.65
|
|
-
|
Impairment loss, per
share
|
|
-
|
|
-
|
|
-
|
|
0.25
|
Contract loss, per
share
|
|
-
|
|
-
|
|
0.10
|
|
-
|
Transaction costs,
per share
|
|
0.02
|
|
0.06
|
|
0.23
|
|
0.53
|
Restructuring, per
share
|
|
0.06
|
|
-
|
|
0.15
|
|
-
|
Integration costs,
per share
|
|
0.06
|
|
-
|
|
0.11
|
|
-
|
Tax valuation
allowance reversal, per share
|
|
-
|
|
-
|
|
-
|
|
(0.38)
|
Loss on
extinguishment of debt, per share
|
|
0.01
|
|
-
|
|
0.02
|
|
0.24
|
Share-based
compensation modification, per share
|
|
-
|
|
-
|
|
-
|
|
(0.05)
|
Pension settlement
gain
|
|
(0.01)
|
|
-
|
|
(0.01)
|
|
(0.02)
|
Charge for capital
gains tax payment to Exxaro, per share
|
|
(0.01)
|
|
-
|
|
0.03
|
|
-
|
Reversal of accrual
related to tax settlement, per share
|
|
-
|
|
(0.09)
|
|
-
|
|
(0.09)
|
Income tax settlement
for prior years, per share
|
|
-
|
|
0.09
|
|
-
|
|
0.09
|
Income tax expense -
deferred tax assets, per share
|
|
-
|
|
0.05
|
|
-
|
|
0.05
|
Diluted adjusted net
(loss) income from continuing operations per share
attributable to Tronox Holdings plc (non-U.S. GAAP)
|
|
$
0.14
|
|
$
0.06
|
|
$
0.47
|
|
$
0.56
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, diluted (in thousands)
|
|
143,124
|
|
125,134
|
|
140,961
|
|
125,279
|
|
(1) Only the
inventory step-up, contract loss and restructuring amounts for both
the three and twelve months of 2019 have been tax impacted.
No income tax impacts have been given to other items as they were
recorded in jurisdictions with full valuation
allowances.
|
|
|
|
|
|
|
|
|
|
(a) Represents a
net-of-tax charge related to the recognition of a step-up in value
of inventories as a result of purchase accounting.
|
(b) Represents a
pre-tax charge for the impairment and loss on sale of the assets of
our Tronox Electrolytic Operations which was recorded in
"Impairment loss" in the Consolidated Statements of
Operations.
|
(c) Represents a
net-of-tax charge for the estimated losses we expect to incur under
the supply agreement with Venator which was recorded in "Contract
loss" in our Consolidated Statements of
Operations.
|
(d) Represents
transaction costs primarily associated with the Cristal Transaction
which were recorded in "Selling, general and administrative
expenses" in the Consolidated Statements of
Operations.
|
(e) Represents
amounts for employee-related costs, including severance, net of tax
.
|
(f)
Represents Integration costs associated with the Cristal
acquisition after the acquisition which were recorded in "Selling,
general and administrative expenses" in the Consolidated Statements
of Operations.
|
(g)
Represents the reversal of the tax valuation allowance attributable
to our operating subsidiary in the Netherlands.
|
(h) 2019 amounts
represent the loss in connection with the modification of the Wells
Fargo Revolver and termination of the ABSA Revolver and a voluntary
prepayment made on the Term Loan Facility. 2018 amounts represent
debt extinguishment costs associated with the issuance of our 2026
Senior Notes and redemption of our Senior Notes due
2022.
|
(i)
Represents the reversal of previously recorded expense due to a
modification to the Integration Incentive Award.
|
(j) 2019
amount represents settlement gain related to the U.S. Pension Plan
(acquired as part of the Cristal Transaction). 2018 amount
represents settlement gain related to former U.S. postretirement
medical plan.
|
(k)
Represents the payment to Exxaro for capital gains tax on the
disposal of its ordinary shares in Tronox Holdings plc included in
"Other expense, net" in the Consolidated Statements of
Operations.
|
(l)
Represents the reversal of an accrual as a result of a tax
settlement.
|
(m)
Represents a charge to tax expense for the settlement of prior year
tax returns with a foreign tax authority.
|
(n)
Represents a charge to tax expense for the impact on deferred tax
assets from a change in tax rates in a foreign tax
jurisdiction.
|
TRONOX HOLDINGS
PLC
|
CONSOLIDATED
BALANCE SHEETS
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31,
|
|
December
31,
|
|
|
|
|
2019
|
|
2018
|
ASSETS
|
|
|
|
Current
Assets
|
|
|
|
|
Cash and cash
equivalents
|
$
302
|
|
$
1,034
|
|
Restricted
cash
|
9
|
|
662
|
|
Accounts receivable,
net of allowance for doubtful accounts
|
482
|
|
317
|
|
Inventories,
net
|
1,131
|
|
479
|
|
Prepaid and other
assets
|
166
|
|
50
|
|
Income taxes
receivable
|
6
|
|
2
|
|
|
Total current
assets
|
2,096
|
|
2,544
|
|
|
|
|
|
|
|
Noncurrent
Assets
|
|
|
|
|
Property, plant and
equipment and mineral leaseholds, net
|
2,614
|
|
1,800
|
|
Intangible assets,
net
|
208
|
|
176
|
|
Lease right of use
assets, net
|
101
|
|
-
|
|
Deferred tax
assets
|
110
|
|
37
|
|
Other long-term
assets
|
162
|
|
85
|
|
|
Total
assets
|
$
5,291
|
|
$
4,642
|
|
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
Liabilities
|
|
|
|
|
Accounts
payable
|
$
356
|
|
$
133
|
|
Accrued
liabilities
|
291
|
|
140
|
|
Short-term lease
liabilities
|
38
|
|
-
|
|
Long-term debt due
within one year
|
38
|
|
22
|
|
Income taxes
payable
|
1
|
|
5
|
|
|
Total current
liabilities
|
724
|
|
300
|
|
|
|
|
|
|
|
Noncurrent
Liabilities
|
|
|
|
|
Long-term debt,
net
|
2,988
|
|
3,139
|
|
Pension and
postretirement healthcare benefits
|
160
|
|
93
|
|
Asset retirement
obligations
|
142
|
|
68
|
|
Environmental
Liabilities
|
65
|
|
1
|
|
Long-term lease
liabilities
|
62
|
|
-
|
|
Long-term deferred
tax liabilities
|
184
|
|
163
|
|
Other long-term
liabilities
|
50
|
|
16
|
|
|
Total
liabilities
|
4,375
|
|
3,780
|
|
|
|
|
|
|
|
Commitments and
Contingencies
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
Tronox Holdings plc
ordinary shares, par value $0.01 — 141,900,459 shares issued
and outstanding at December 31, 2019 and 123,015,301 shares issued
and 122,933,845 shares outstanding at December 31, 2018
|
1
|
|
1
|
|
Capital in excess of
par value
|
1,846
|
|
1,579
|
|
Accumulated
deficit
|
(493)
|
|
(357)
|
|
Accumulated other
comprehensive loss
|
(606)
|
|
(540)
|
|
|
Total Tronox
Holdings plc shareholders' equity
|
748
|
|
683
|
|
Noncontrolling
interest
|
168
|
|
179
|
|
|
Total
equity
|
916
|
|
862
|
|
|
Total liabilities
and equity
|
$
5,291
|
|
$
4,642
|
TRONOX HOLDINGS
PLC
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
2019
|
|
2018
|
Cash Flows from
Operating Activities:
|
|
|
|
Net (loss)
income
|
$
(97)
|
|
$
30
|
Net income from
discontinued operations, net of tax
|
5
|
|
-
|
Net (loss) income
from continuing operations
|
$
(102)
|
|
$
30
|
Adjustments to
reconcile net (loss) income from continuing operations to net cash
provided by operating activities, continuing operations:
|
|
|
|
Depreciation,
depletion and amortization
|
280
|
|
195
|
Deferred income
taxes
|
(9)
|
|
(21)
|
Share-based
compensation expense
|
32
|
|
21
|
Amortization of
deferred debt issuance costs and discount on debt
|
8
|
|
11
|
Loss on
extinguishment of debt
|
3
|
|
30
|
Contract
loss
|
19
|
|
-
|
Impairment
loss
|
-
|
|
31
|
Acquired inventory
step-up recognized in earnings
|
98
|
|
-
|
Other non-cash
affecting net (loss) income from continuing operations
|
25
|
|
(9)
|
Changes in assets and
liabilities:
|
|
|
|
Increase in accounts
receivable, net
|
78
|
|
(11)
|
Decrease (increase)
in inventories, net
|
(59)
|
|
(47)
|
Decrease (increase)
in prepaid and other assets
|
(2)
|
|
4
|
Increase (decrease)
in accounts payable and accrued liabilities
|
89
|
|
(51)
|
Net changes in income
tax payables and receivables
|
(13)
|
|
10
|
Changes in other
non-current assets and liabilities
|
(35)
|
|
(23)
|
Cash provided by
operating activities- continuing operations
|
412
|
|
170
|
|
|
|
|
Cash Flows from
Investing Activities:
|
|
|
|
Capital
expenditures
|
(198)
|
|
(117)
|
Cristal
Acquisition
|
(1,675)
|
|
-
|
Proceeds from sale of
Ashtabula
|
701
|
|
-
|
Insurance
proceeds
|
10
|
|
-
|
Proceeds from sale of
business
|
-
|
|
6
|
Loans
|
(25)
|
|
(64)
|
Proceeds from sale of
assets
|
2
|
|
1
|
Cash used in
investing activities-continuing operations
|
(1,185)
|
|
(174)
|
|
|
|
|
Cash Flows from
Financing Activities:
|
|
|
|
Repayments of
long-term debt
|
(387)
|
|
(606)
|
Proceeds from
long-term debt
|
222
|
|
615
|
Repurchase of common
stock
|
(288)
|
|
-
|
Acquisition of
noncontrolling interest
|
(148)
|
|
-
|
Call premium
paid
|
-
|
|
(22)
|
Debt issuance
costs
|
(4)
|
|
(10)
|
Proceeds from the
exercise of options and warrants
|
-
|
|
6
|
Dividends
paid
|
(27)
|
|
(23)
|
Restricted stock and
performance-based shares settled in cash for withholding
taxes
|
(6)
|
|
(6)
|
Cash used in
financing activities-continuing operations
|
(638)
|
|
(46)
|
|
|
|
|
Discontinued
Operations:
|
|
|
|
Cash provided by
operating activities
|
29
|
|
-
|
Cash used in
investing activities
|
(1)
|
|
-
|
Net cash flows
provided by discontinued operations
|
28
|
|
-
|
|
|
|
|
Effects of
exchange rate changes on cash, cash equivalents and restricted
cash
|
(2)
|
|
(23)
|
Net increase
(decrease) in cash and cash equivalents and restricted
cash
|
(1,385)
|
|
(73)
|
Cash, cash
equivalents and restricted cash at beginning of
period
|
1,696
|
|
1,769
|
Cash, cash
equivalents and restricted cash at end of period
|
$
311
|
|
$ 1,696
|
TRONOX HOLDINGS
PLC
|
RECONCILIATION OF
NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S.
GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Net (loss) income
(U.S. GAAP)
|
$
(5)
|
|
$
6
|
|
$
(97)
|
|
$
30
|
Income from
discontinued operations, net of tax (see Note 2) (U.S.
GAAP)
|
-
|
|
-
|
|
5
|
|
-
|
Net (loss) income
from continuing operations (U.S. GAAP)
|
$
(5)
|
|
$
6
|
|
$ (102)
|
|
$
30
|
|
Interest
expense
|
47
|
|
49
|
|
201
|
|
193
|
|
Interest
income
|
(2)
|
|
(10)
|
|
(18)
|
|
(33)
|
|
Income tax provision
(benefit)
|
4
|
|
29
|
|
14
|
|
13
|
|
Depreciation,
depletion and amortization expense
|
75
|
|
50
|
|
280
|
|
195
|
EBITDA (non-U.S.
GAAP)
|
119
|
|
124
|
|
375
|
|
398
|
|
Inventory step-up
(a)
|
3
|
|
|
|
98
|
|
-
|
|
Impairment loss
(b)
|
-
|
|
-
|
|
-
|
|
31
|
|
Contract Loss
(c)
|
-
|
|
-
|
|
19
|
|
-
|
|
Share based
compensation (d)
|
8
|
|
5
|
|
32
|
|
21
|
|
Transaction costs
(e)
|
3
|
|
7
|
|
32
|
|
66
|
|
Restructuring
(f)
|
9
|
|
-
|
|
22
|
|
-
|
|
Integration costs
(g)
|
8
|
|
-
|
|
16
|
|
-
|
|
Loss on
extinguishment of debt (h)
|
1
|
|
-
|
|
3
|
|
30
|
|
Foreign currency
remeasurement (i)
|
(1)
|
|
(6)
|
|
(6)
|
|
(28)
|
|
Pension settlement
gain (j)
|
(1)
|
|
-
|
|
(1)
|
|
(3)
|
|
Charge for capital
gains tax payment to Exxaro (k)
|
(2)
|
|
-
|
|
4
|
|
-
|
|
Reversal of accrual
related to tax settlements(l)
|
-
|
|
(11)
|
|
-
|
|
(11)
|
|
Other items
(m)
|
9
|
|
1
|
|
21
|
|
9
|
Adjusted EBITDA
(non-U.S. GAAP)
|
$
156
|
|
$
120
|
|
$
615
|
|
$
513
|
|
|
|
|
|
|
|
|
|
(a)
|
Represents a pre-tax
charge related to the recognition of a step-up in value of
inventories as a result of purchase accounting.
|
(b)
|
Represents a pre-tax
charge for the impairment and loss on sale of the assets of our
Tronox Electrolytic Operations which was recorded in "Impairment
loss" in the Consolidated Statements of
Operations.
|
(c)
|
Represents a pre-tax
charge for the estimated losses we expect to incur under the supply
agreement with Venator which was recorded in "Contract loss" in our
Consolidated Statements of Operations.
|
(d)
|
Represents non-cash
share-based compensation.
|
|
|
|
(e)
|
Represents
transaction costs associated with the Cristal Transaction which
were recorded in "Selling, general and administrative expenses" in
the Consolidated Statements of Operations.
|
(f)
|
Represents amounts
for employee-related costs, including severance .
|
|
|
|
|
(g)
|
Represents
integration costs associated with the Cristal Integration after the
acquisition which were recorded in "Selling, general and
administrative expenses" in the Consolidated Statements of
Operations.
|
(h)
|
2019 amounts
represent the loss in connection with the modification of the Wells
Fargo Revolver and termination of the ABSA Revolver and a voluntary
prepayment made on the Term Loan Facility. 2018 amounts represent
debt extinguishment costs associated with the issuance of our 2026
Senior Notes and redemption of our Senior Notes due
2022.
|
(i)
|
Represents realized
and unrealized gains and losses associated with foreign currency
remeasurement related to third-party and intercompany receivables
and liabilities denominated in a currency other than the functional
currency of the entity holding them, which are included in "Other
income (expense), net" in the Consolidated Statements of
Operations. Prior to the first quarter of 2019, realized gains and
losses associated with third party receivables and liabilities had
been included in Adjusted EBITDA. Commencing with 2019, we are now
excluding these amounts from Adjusted EBITDA and prior period
amounts have been revised for comparability purposes. The exclusion
of all of the realized and unrealized gains and losses is
consistent with the reporting of Adjusted EBITDA we make to our
lenders.
|
|
|
(j)
|
2019 amount
represents settlement gain related to the U.S. Pension Plan. 2018
amount represents settlement gain related to former U.S.
postretirement medical plan.
|
(k)
|
Represents the
payment to Exxaro for capital gains tax on the disposal of its
ordinary shares in Tronox Holdings plc included in and "Other
income (expense), net" in the Consolidated Statements of
Operations.
|
(l)
|
Represents the
reversal of an accrual as a result of a tax settlement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(m)
|
Includes noncash
pension and postretirement costs, accretion expense, severance
expense and other items included in "Selling general and
administrative expenses", "Cost of goods sold" and "Other income
(expense), net" in the Consolidated Statements of
Operations.
|
TRONOX HOLDINGS
PLC
|
FREE CASH FLOW
(NON-U.S. GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table
reconciles Cash provided by operating activities, to free cash flow
for the three months ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
Cash provided by
operating activities, continuing operations
|
$
412
|
|
|
|
|
|
|
Capital
expenditures
|
(198)
|
|
|
|
|
|
|
Free cash flow (non-U.S. GAAP)
|
$
214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRONOX HOLDINGS
PLC
|
PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma
amounts
|
|
Pro forma
amounts
|
|
|
|
|
|
|
|
Three months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net
sales
|
|
|
|
$
693
|
|
$
728
|
|
$
3,008
|
|
$
3,339
|
Cost of goods
sold
|
|
542
|
|
480
|
|
2,364
|
|
2,519
|
Gross
profit
|
|
|
|
151
|
|
248
|
|
644
|
|
820
|
Selling, general, and
administrative expenses
|
|
92
|
|
125
|
|
354
|
|
354
|
Restructuring
|
|
|
9
|
|
1
|
|
22
|
|
1
|
Impairment
loss
|
|
-
|
|
-
|
|
-
|
|
31
|
Income from
operations
|
|
50
|
|
122
|
|
268
|
|
434
|
Interest
expense
|
|
(47)
|
|
(54)
|
|
(207)
|
|
(211)
|
Interest
income
|
|
|
2
|
|
4
|
|
12
|
|
13
|
Loss on
extinguishment of debt
|
|
(1)
|
|
-
|
|
(3)
|
|
(30)
|
Other (expense)
income, net
|
|
1
|
|
24
|
|
2
|
|
33
|
Income from
continuing operations before income taxes
|
|
5
|
|
96
|
|
72
|
|
239
|
Income tax
(provision) benefit
|
|
(4)
|
|
(34)
|
|
(31)
|
|
(36)
|
Net income from
continuing operations
|
|
1
|
|
62
|
|
41
|
|
203
|
Net income
attributable to noncontrolling interest
|
|
5
|
|
5
|
|
23
|
|
37
|
Net income from
continuing operations attributable to Tronox Holdings
plc
|
|
$
(4)
|
|
$
57
|
|
$
18
|
|
$
166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from
continuing operations per share, diluted
|
|
$
(0.03)
|
|
$
0.35
|
|
$
0.12
|
|
$
1.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, diluted (in thousands)
|
|
141,923
|
|
162,714
|
|
151,153
|
|
162,859
|
TRONOX HOLDINGS
PLC
|
PRO FORMA
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
RECONCILIATION OF
PRO FORMA NET (LOSS) INCOME FROM CONTINUING
OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (U.S. GAAP)
|
TO ADJUSTED NET
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (NON-U.S. GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma
amounts
|
|
Pro forma
amounts
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net income from
continuing operations attributable to Tronox Holdings plc (U.S.
GAAP)
|
|
$
(4)
|
|
$
57
|
|
$
18
|
|
$
166
|
|
|
|
|
|
|
|
|
|
Inventory
step-up
|
|
$
-
|
|
$
-
|
|
$
-
|
|
$
91
|
Impairment
loss
|
|
-
|
|
-
|
|
-
|
|
31
|
Restructuring
|
|
8
|
|
-
|
|
21
|
|
-
|
Integration
costs
|
|
8
|
|
-
|
|
16
|
|
-
|
Tax valuation
allowance reversal
|
|
-
|
|
-
|
|
-
|
|
(48)
|
Loss on
extinguishment of debt
|
|
1
|
|
-
|
|
3
|
|
30
|
Share-based
compensation modification
|
|
-
|
|
-
|
|
-
|
|
(6)
|
Settlement
gain
|
|
(1)
|
|
-
|
|
(1)
|
|
(3)
|
Charge for capital
gains tax payment to Exxaro
|
|
(2)
|
|
-
|
|
4
|
|
-
|
Reversal of accrual
related to tax settlement
|
|
-
|
|
(11)
|
|
-
|
|
(11)
|
Income tax settlement
for prior years
|
|
-
|
|
11
|
|
-
|
|
11
|
Income tax expense -
deferred tax assets
|
|
-
|
|
6
|
|
-
|
|
6
|
Adjusted net income
from continuing operations attributable to Tronox Holdings plc
(non-U.S. GAAP) (1)
|
|
$
10
|
|
$
63
|
|
$
61
|
|
$
267
|
|
|
|
|
|
|
|
|
|
Diluted net income
per share from continuing operations (U.S. GAAP)
|
|
$
(0.03)
|
|
$
0.35
|
|
$
0.12
|
|
$
1.02
|
|
|
|
|
|
|
|
|
|
Inventory step-up,
per share
|
|
-
|
|
-
|
|
-
|
|
0.56
|
Impairment loss, per
share
|
|
-
|
|
-
|
|
-
|
|
0.19
|
Restructuring, per
share
|
|
0.06
|
|
-
|
|
0.13
|
|
-
|
Integration costs,
per share
|
|
0.06
|
|
-
|
|
0.10
|
|
-
|
Tax valuation
allowance reversal, per share
|
|
-
|
|
-
|
|
-
|
|
(0.29)
|
Loss on
extinguishment of debt, per share
|
|
0.01
|
|
-
|
|
0.02
|
|
0.18
|
Share-based
compensation modification, per share
|
|
-
|
|
-
|
|
-
|
|
(0.04)
|
Settlement
gain
|
|
(0.01)
|
|
-
|
|
(0.01)
|
|
(0.02)
|
Charge for capital
gains tax payment to Exxaro, per share
|
|
(0.02)
|
|
-
|
|
0.03
|
|
-
|
Reversal of accrual
related to tax settlement, per share
|
|
-
|
|
(0.07)
|
|
-
|
|
(0.07)
|
Income tax settlement
for prior years, per share
|
|
-
|
|
0.07
|
|
-
|
|
0.07
|
Income tax expense -
deferred tax assets, per share
|
|
-
|
|
0.04
|
|
-
|
|
0.04
|
Diluted adjusted net
income from continuing operations per share attributable to Tronox
Holdings plc (non-U.S. GAAP)
|
|
$
0.07
|
|
$
0.39
|
|
$
0.39
|
|
$
1.64
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, diluted (in thousands)
|
|
143,124
|
|
162,714
|
|
151,153
|
|
162,859
|
|
|
|
|
|
|
|
|
|
|
(1) Only the
restructuring for the three months and year ended 2019 and
inventory step-up for the year ended 2018 have been tax
impacted. No income tax impacts have been given to other
items as they were recorded in jurisdictions with full valuation
allowances.
|
TRONOX HOLDINGS
PLC
|
PRO FORMA
RECONCILIATION OF NET INCOME (LOSS) FROM CONTINUING OPERATIONS TO
EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma
amounts
|
|
Pro forma
amounts
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
Net income
(loss) from continuing operations (U.S. GAAP)
|
$
1
|
|
$
62
|
|
$
41
|
|
$
203
|
|
Interest
expense
|
47
|
|
54
|
|
207
|
|
211
|
|
Interest
income
|
(2)
|
|
(4)
|
|
(12)
|
|
(13)
|
|
Income tax
provision
|
4
|
|
34
|
|
31
|
|
36
|
|
Depreciation,
depletion and amortization expense
|
75
|
|
81
|
|
323
|
|
334
|
EBITDA (non-U.S.
GAAP)
|
125
|
|
227
|
|
590
|
|
771
|
|
Inventory
step-up
|
-
|
|
-
|
|
-
|
|
98
|
|
Impairment
loss
|
-
|
|
-
|
|
-
|
|
31
|
|
Share based
compensation
|
8
|
|
5
|
|
32
|
|
21
|
|
Restructuring
|
9
|
|
-
|
|
22
|
|
-
|
|
Integration
costs
|
8
|
|
-
|
|
16
|
|
-
|
|
Loss on
extinguishment of debt
|
1
|
|
-
|
|
3
|
|
30
|
|
Foreign currency
remeasurement
|
(1)
|
|
(3)
|
|
(6)
|
|
(21)
|
|
Settlement
gain
|
(1)
|
|
-
|
|
(1)
|
|
(3)
|
|
Charge for capital
gains tax payment to Exxaro
|
(2)
|
|
-
|
|
4
|
|
-
|
|
Reversal of accrual
related tax
|
-
|
|
(11)
|
|
|
|
(11)
|
|
Other
items
|
9
|
|
(2)
|
|
21
|
|
6
|
Adjusted EBITDA
(non-U.S. GAAP)
|
$
156
|
|
$
216
|
|
$
681
|
|
$
922
|
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SOURCE Tronox Holdings plc