Exhibit 99.1
| MEDIA CONTACT: | | IR CONTACT: | | FOR IMMEDIATE RELEASE |
| | | | | |
| Karen Fenwick | | Kate Robertson | | November 14, 2022 |
| Direct: +44 (0) 1740 608076 | | Direct: +1 (832) 663-4656 | | |
Venator Announces Third Quarter 2022 Results and
Signs Agreement to Sell its Iron Oxide Business
Third Quarter 2022 Highlights
| · | Net loss attributable to Venator of $50 million compared to $47 million in the prior year period |
| · | Adjusted EBITDA of $(8) million compared to $48 million in the prior year period |
| · | Net cash used in operating activities of $74 million and free cash flow of $(90) million |
| · | Diluted earnings per share of $(0.46) and adjusted diluted earnings per share of $(0.33) |
| · | Titanium Dioxide (TiO2) sales volumes declined 25% compared to the prior quarter and 29% compared to the prior year period |
| · | Implements a $50 million cost reduction program |
| · | Closed a sale-leaseback transaction for Color Pigments manufacturing facility in Los Angeles, California for $51 million on October 7, 2022 |
| · | On November 14, 2022 entered into a definitive agreement to divest the iron oxide business from within the Color Pigments business to Cathay Industries for an enterprise value of $140 million |
| | | Three months ended | | | Nine months ended | |
| | | September 30, | | | | | | September 30, | |
| (In millions, except per share amounts) | | 2022 | | | 2021 | | | June 30 | | | 2022 | | | 2021 | |
| Revenues | | $ | 506 | | | $ | 557 | | | $ | 642 | | | $ | 1,807 | | | $ | 1,677 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net (loss) income attributable to Venator | | $ | (50 | ) | | $ | (47 | ) | | $ | 93 | | | $ | 40 | | | $ | (91 | ) |
| Adjusted net (loss) income attributable to Venator(1) | | $ | (36 | ) | | $ | 3 | | | $ | 14 | | | $ | (15 | ) | | $ | 4 | |
| Adjusted EBITDA(1) | | $ | (8 | ) | | $ | 48 | | | $ | 61 | | | $ | 110 | | | $ | 140 | |
| | | | | | | | | | | | | | | | | | | | | |
| Diluted (loss) earnings per share (4) | | $ | (0.46 | ) | | $ | (0.44 | ) | | $ | 0.86 | | | $ | 0.37 | | | $ | (0.85 | ) |
| Adjusted diluted (loss) earnings per share(1) | | $ | (0.33 | ) | | $ | 0.03 | | | $ | 0.13 | | | $ | (0.14 | ) | | $ | 0.04 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net cash (used in) provided by operating activities | | $ | (74 | ) | | $ | 7 | | | $ | 73 | | | $ | (87 | ) | | $ | 2 | |
| Free cash flow(3) | | $ | (90 | ) | | $ | (13 | ) | | $ | 58 | | | $ | (135 | ) | | $ | (45 | ) |
See end of press release for footnote explanations
WYNYARD, UK - Venator Materials PLC (“Venator”) (NYSE: VNTR) today reported third quarter 2022 results with revenues of $506 million, net loss attributable to Venator of $50 million, adjusted net loss attributable to Venator of $36 million and adjusted EBITDA of $(8) million.
Simon Turner, President and CEO of Venator, commented:
“Throughout the third quarter, macro-economic uncertainty increased. While earnings from our Performance Additives segment were more resilient, we experienced a 25% decline in sales volumes for our Titanium Dioxide products compared to the second quarter. The decline occurred primarily in Europe and APAC and accelerated throughout the quarter, primarily as a result of low consumer confidence and China’s zero-COVID policy.
“Weak demand has continued into the fourth quarter, and we are starting to see softening in North America. As visibility into future periods remains limited, we have implemented a range of actions, including moderation of production at our manufacturing facilities. We are also implementing cost reduction measures that we expect to deliver $50 million in annualized savings by the end of 2024. Our priorities are focused on cost reduction, improvement of our liquidity profile and optimization of our manufacturing network.
“In addition to the recently announced $51 million sale-leaseback transaction, we have entered into a definitive agreement to sell our iron oxide business from within our Color Pigments business to Cathay Industries for an enterprise value of $140 million. The average EBITDA of this business in 2020 and 2021 proforma adjusted for the impact of the sale-leaseback was $16 million. We believe Cathay will be an excellent long-term strategic owner of the business going forward. The transaction is expected to close by the end of the first quarter in 2023.”
Segment Analysis for 3Q22 Compared to 3Q21
Titanium Dioxide
The Titanium Dioxide segment generated revenues of $361 million for the three months ended September 30, 2022, a decrease of $69 million, or 16%, compared to the same period in 2021. The decrease was primarily due to a 29% decrease in sales volumes compared to the same period in the prior year which was driven by decreased demand in Europe and APAC, and a 7% unfavorable impact from foreign currency translation, primarily as a result of the Euro weakening against the U.S. Dollar. This decrease was partially offset by a 19% increase in average local currency selling prices, which we implemented to recover higher costs of energy, raw materials, and shipping.
Adjusted EBITDA for the Titanium Dioxide segment was $(5) million for the three months ended September 30, 2022, a decrease of $59 million compared to the same period in 2021. The decrease was primarily attributable to a decline in demand for our products in Europe and APAC as well as an increase in costs of energy, raw materials, and shipping.
Performance Additives
The Performance Additives segment generated revenues of $145 million for the three months ended September 30, 2022, an increase of $18 million, or 14%, compared to the same period in 2021. The increase primarily resulted from a 31% increase in average local currency selling price, which we implemented to recover higher costs of energy, raw materials and shipping. These increases were partially offset by an 8% decrease in sales volumes, a 6% unfavorable impact from foreign currency translation, primarily as a result of the Euro weakening against the U.S. Dollar, and a 3% decrease due to mix and other.
Adjusted EBITDA for the Performance Additives segment was $9 million for the three months ended September 30, 2022, an increase of $4 million compared to the same period in 2021. The increase in adjusted EBITDA was primarily related to the increase in average selling price outpacing the increase in costs of energy, raw materials, and shipping.
Corporate and other
Corporate and other represents expenses which are not allocated to our segments. Expenses from Corporate and other were $12 million in the three months ended September 30, 2022, which was an increase of $1 million compared to the same period in 2021.
Tax Items
We recorded income tax expense of $4 million and $4 million for the three months ended September 30, 2022 and 2021, respectively. $9 million of tax expense was recognized in the third quarter of 2022 in connection with recognizing a valuation allowance against certain net deferred tax assets. Our adjusted effective tax rate was 35% for both the three months ended September 30, 2022 and the same period in 2021.
Our income taxes are significantly affected by the mix of income and losses in the tax jurisdictions and valuation allowances in certain jurisdictions in which we operate. In 2022, we expect to see an adjusted effective tax rate of approximately 35%. We continue to expect our adjusted effective tax rate in the long-term will be approximately 15% to 20%.
Liquidity and Capital Resources
As of September 30, 2022, we had $278 million of total liquidity, including cash and cash equivalents of $45 million and $233 million of availability under our existing asset-based revolving credit facility. At the end of the third quarter, net debt was $926 million compared to $798 million as of December 31, 2021.
Primary working capital was a cash use of $30 million in the third quarter 2022. This was attributable to higher inventory levels due to lower than expected demand.
During the third quarter as a result of further weakening of the Euro against the U.S. Dollar, we opportunistically monetized our interest rate cross-currency swaps and received $16 million. On October 7, we received proceeds of $42 million, net of $9 million of taxes and other expenses, as a result of the $51 million sale-leaseback transaction for our Color Pigments facility located in Los Angeles, California.
Year to date, capital expenditures totaled $48 million. We expect total capital expenditures in 2022 to be approximately $70 million, which represents a reduction of $20 million compared to our prior estimate.
External Advisor Engagement
Citi are acting as financial advisor and Latham & Watkins as legal advisor on the sale of our iron oxide business. Separately, we have engaged Alvarez & Marsal Europe LLP to advise us on a range of operational and financial actions and objectives.
Earnings Conference Call Information
We will hold a conference call to discuss our third quarter 2022 results on Monday, November 14, 2022 at 8:00 a.m. ET.
| Call-in numbers for the conference call: |
| U.S. participants | 1-833-366-1118 |
| International participants | 1-412-902-6770 |
| (No passcode required) | |
In order to facilitate the registration process, you may use the following link to pre-register for the conference call. Callers who pre-register will be given a unique PIN and separate call-in number to gain immediate access to the call and bypass the live operator. To pre-register, please go to:
https://dpregister.com/sreg/10171846/f4af61c878
Webcast Information
The conference call will be available via webcast and can be accessed from the company’s website at venatorcorp.com/investor-relations.
Replay Information
The conference call will be available for replay beginning November 14, 2022 and ending November 21, 2022.
| Call-in numbers for the replay: |
| U.S. participants | 1-877-344-7529 |
| International participants | 1-412-317-0088 |
| Passcode | 6008355 |
Table 1 — Results of Operations
| | | Three months ended | | | Nine months ended | |
| | | September 30, | | | September 30, | |
| (In millions, except per share amounts) | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Revenues | | $ | 506 | | | $ | 557 | | | $ | 1,807 | | | $ | 1,677 | |
| Cost of goods sold | | | 508 | | | | 511 | | | | 1,677 | | | | 1,529 | |
| Operating expenses | | | 23 | | | | 42 | | | | 95 | | | | 129 | |
| Restructuring, impairment and plant closing and transition costs | | | 5 | | | | 35 | | | | 21 | | | | 60 | |
| Operating (loss) income | | | (30 | ) | | | (31 | ) | | | 14 | | | | (41 | ) |
| Interest expense, net | | | (16 | ) | | | (15 | ) | | | (44 | ) | | | (44 | ) |
| Other income, net | | | 2 | | | | 3 | | | | 93 | | | | 10 | |
| (Loss) Income before income taxes | | | (44 | ) | | | (43 | ) | | | 63 | | | | (75 | ) |
| Income tax expense | | | (4 | ) | | | (4 | ) | | | (18 | ) | | | (14 | ) |
| Net (loss) income | | | (48 | ) | | | (47 | ) | | | 45 | | | | (89 | ) |
| Net income attributable to noncontrolling interests | | | (2 | ) | | | — | | | | (5 | ) | | | (2 | ) |
| Net (loss) income attributable to Venator | | $ | (50 | ) | | $ | (47 | ) | | $ | 40 | | | $ | (91 | ) |
| | | | | | | | | | | | | | | | | |
| Adjusted EBITDA(1) | | $ | (8 | ) | | $ | 48 | | | $ | 110 | | | $ | 140 | |
| Adjusted net income attributable to Venator(1) | | $ | (36 | ) | | $ | 3 | | | $ | (15 | ) | | $ | 4 | |
| | | | | | | | | | | | | | | | | |
| Basic (loss) income per share | | $ | (0.46 | ) | | $ | (0.44 | ) | | $ | 0.37 | | | $ | (0.85 | ) |
| Diluted (loss) income per share(4) | | $ | (0.46 | ) | | $ | (0.44 | ) | | $ | 0.37 | | | $ | (0.85 | ) |
| Adjusted (loss) earnings per share(1) | | $ | (0.33 | ) | | $ | 0.03 | | | $ | (0.14 | ) | | $ | 0.04 | |
| Adjusted diluted (loss) earnings per share(1),(4) | | $ | (0.33 | ) | | $ | 0.03 | | | $ | (0.14 | ) | | $ | 0.04 | |
| | | | | | | | | | | | | | | | | |
| Ordinary share information: | | | | | | | | | | | | | | | | |
| Basic shares outstanding | | | 108.0 | | | | 107.3 | | | | 107.8 | | | | 107.2 | |
| Diluted shares(4) | | | 108.0 | | | | 107.5 | | | | 107.9 | | | | 107.5 | |
See end of press release for footnote explanations
Table 2 — Results of Operations by Segment
| | | Three months ended | | | | | | Nine months ended | | | | |
| | | September 30, | | | Favorable / | | | September 30, | | | Favorable / | |
| (In millions) | | 2022 | | | 2021 | | | (Unfavorable) | | | 2022 | | | 2021 | | | (Unfavorable) | |
| Segment Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
| Titanium Dioxide | | $ | 361 | | | $ | 430 | | | | (16 | )% | | $ | 1,357 | | | $ | 1,259 | | | | 8 | % |
| Performance Additives | | | 145 | | | | 127 | | | | 14 | % | | | 450 | | | | 418 | | | | 8 | % |
| Total | | $ | 506 | | | $ | 557 | | | | (9 | )% | | $ | 1,807 | | | $ | 1,677 | | | | 8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Segment Adjusted EBITDA(1): | | | | | | | | | | | | | | | | | | | | | | | | |
| Titanium Dioxide | | $ | (5 | ) | | $ | 54 | | | | (109 | )% | | $ | 93 | | | $ | 130 | | | | (28 | )% |
| Performance Additives | | | 9 | | | | 5 | | | | 80 | % | | | 48 | | | | 46 | | | | 4 | % |
| Corporate and other | | | (12 | ) | | | (11 | ) | | | (9 | )% | | | (31 | ) | | | (36 | ) | | | 14 | % |
| Total | | $ | (8 | ) | | $ | 48 | | | | (117 | )% | | $ | 110 | | | $ | 140 | | | | (21 | )% |
See end of press release for footnote explanations
Table 3 — Factors Impacting Sales Revenue
| | | Three months ended | |
| | | September 30, 2022 vs. 2021 | |
| | | Average Selling Price(a) | | | | | | | | | | |
| | | Local
Currency | | | Exchange
Rate | | | Sales Mix
& Other | | | Sales
Volume(b) | | | Total | |
| Titanium Dioxide | | | 19 | % | | | (7 | )% | | | 1 | % | | | (29 | )% | | | (16 | )% |
| Performance Additives | | | 31 | % | | | (6 | )% | | | (3 | )% | | | (8 | )% | | | 14 | % |
| Total Company | | | 22 | % | | | (6 | )% | | | — | % | | | (25 | )% | | | (10 | )% |
| | | Nine months ended | |
| | | September 30, 2022 vs. 2021 | |
| | | Average Selling Price(a) | | | | | | | | | | | | | |
| | | Local
Currency | | | Exchange
Rate | | | Sales Mix
& Other | | | Sales
Volume(b) | | | Divestitures
(c) | | | Total | |
| Titanium Dioxide | | | 26 | % | | | (7 | )% | | | 1 | % | | | (12 | )% | | | — | % | | | 8 | % |
| Performance Additives | | | 26 | % | | | (5 | )% | | | (1 | )% | | | (10 | )% | | | (2 | )% | | | 8 | % |
| Total Company | | | 26 | % | | | (7 | )% | | | — | % | | | (12 | )% | | | (1 | )% | | | 6 | % |
| (a) | Excludes revenues from tolling arrangements, by-products and raw materials |
| (b) | Excludes sales volumes of by-products and raw materials |
| (c) | Our water treatment business was disposed of in the second quarter of 2021 |
Table 4 — Reconciliation of U.S. GAAP to Non-GAAP Measures
| | | EBITDA | | | Net Income (Loss) | | | Diluted Earnings
(Loss) Per
Share(1),(4) | |
| | | Three months
ended | | | Three months
ended | | | Three months
ended | |
| | | September 30, | | | September 30, | | | September 30, | |
| (In millions, except per share amounts) | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Net loss | | $ | (48 | ) | | $ | (47 | ) | | $ | (48 | ) | | $ | (47 | ) | | $ | (0.44 | ) | | $ | (0.44 | ) |
| Net income attributable to noncontrolling interests | | | (2 | ) | | | — | | | | (2 | ) | | | — | | | | (0.02 | ) | | | — | |
| Net loss attributable to Venator | | | (50 | ) | | | (47 | ) | | | (50 | ) | | | (47 | ) | | | (0.46 | ) | | | (0.44 | ) |
| Interest expense, net | | | 16 | | | | 15 | | | | | | | | | | | | | | | | | |
| Income tax expense | | | 4 | | | | 4 | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 27 | | | | 29 | | | | | | | | | | | | | | | | | |
| Certain legal expenses/settlements | | | — | | | | 3 | | | | — | | | | 3 | | | | — | | | | 0.03 | |
| Amortization of pension and postretirement actuarial losses | | | 1 | | | | 3 | | | | 1 | | | | 3 | | | | 0.01 | | | | 0.03 | |
| Net plant incident (credits) costs | | | (11 | ) | | | 6 | | | | (11 | ) | | | 6 | | | | (0.10 | ) | | | 0.06 | |
| Restructuring, impairment, plant closing and transition costs | | | 5 | | | | 35 | | | | 5 | | | | 35 | | | | 0.05 | | | | 0.33 | |
| Income tax adjustments(2) | | | — | | | | — | | | | 19 | | | | 3 | | | | 0.18 | | | | 0.03 | |
| Adjusted(1) | | $ | (8 | ) | | $ | 48 | | | $ | (36 | ) | | $ | 3 | | | $ | (0.33 | ) | | $ | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted income tax (benefit) expense(2) | | | | | | | | | | $ | (15 | ) | | $ | 1 | | | | | | | | | |
| Net income attributable to noncontrolling interests, net of tax | | | | | | | | | | | 2 | | | | — | | | | | | | | | |
| Adjusted pre-tax (loss) income | | | | | | | | | | $ | (49 | ) | | $ | 4 | | | | | | | | | |
| Adjusted effective tax rate | | | | | | | | | | | 35 | % | | | 35 | % | | | | | | | | |
| | | EBITDA | | | Net Income
(Loss) | | | Diluted
Earnings (Loss)
Per Share(1),(4) | |
| | | Three months
ended June 30, | | | Three months
ended June 30, | | | Three months
ended June 30, | |
| (In millions, except per share amounts) | | 2022 | | | 2022 | | | 2022 | |
| Net income | | $ | 95 | | | $ | 95 | | | $ | 0.88 | |
| Net income attributable to noncontrolling interests | | | (2 | ) | | | (2 | ) | | | (0.02 | ) |
| Net income attributable to Venator | | | 93 | | | | 93 | | | | 0.86 | |
| Interest expense, net | | | 13 | | | | | | | | | |
| Income tax expense | | | 14 | | | | | | | | | |
| Depreciation and amortization | | | 26 | | | | | | | | | |
| Certain legal expenses/settlements | | | (85 | ) | | | (85 | ) | | | (0.79 | ) |
| Amortization of pension and postretirement actuarial losses | | | 1 | | | | 1 | | | | 0.01 | |
| Net plant incident costs | | | (6 | ) | | | (6 | ) | | | (0.06 | ) |
| Restructuring, impairment, plant closing and transition costs | | | 5 | | | | 5 | | | | 0.05 | |
| Income tax adjustments(2) | | | — | | | | 6 | | | | 0.06 | |
| Adjusted(1) | | $ | 61 | | | $ | 14 | | | $ | 0.13 | |
| | | | | | | | | | | | | |
| Adjusted income tax expense(2) | | | | | | $ | 8 | | | | | |
| Net income attributable to noncontrolling interests, net of tax | | | | | | | 2 | | | | | |
| Adjusted pre-tax income | | | | | | $ | 24 | | | | | |
| Adjusted effective tax rate | | | | | | | 35 | % | | | | |
| | | EBITDA | | | Net Income (Loss) | | | Diluted Earnings
(Loss) Per
Share(1),(4) | |
| | | Nine months
ended | | | Nine months
ended | | | Nine months
ended | |
| | | September 30, | | | September 30, | | | September 30, | |
| (In millions, except per share amounts) | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Net income (loss) | | $ | 45 | | | $ | (89 | ) | | $ | 45 | | | $ | (89 | ) | | $ | 0.42 | | | $ | (0.83 | ) |
| Net income attributable to noncontrolling interests | | | (5 | ) | | | (2 | ) | | | (5 | ) | | | (2 | ) | | | (0.05 | ) | | | (0.02 | ) |
| Net income (loss) attributable to Venator | | | 40 | | | | (91 | ) | | | 40 | | | | (91 | ) | | | 0.37 | | | | (0.85 | ) |
| Interest expense, net | | | 44 | | | | 44 | | | | | | | | | | | | | | | | | |
| Income tax expense | | | 18 | | | | 14 | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 84 | | | | 89 | | | | | | | | | | | | | | | | | |
| (Gain) loss on disposal of businesses/assets | | | (1 | ) | | | 2 | | | | (1 | ) | | | 2 | | | | (0.01 | ) | | | 0.02 | |
| Certain legal expenses/settlements | | | (83 | ) | | | 4 | | | | (83 | ) | | | 4 | | | | (0.77 | ) | | | 0.04 | |
| Amortization of pension and postretirement actuarial losses | | | 2 | | | | 9 | | | | 2 | | | | 9 | | | | 0.02 | | | | 0.08 | |
| Net plant incident (credits) costs | | | (15 | ) | | | 9 | | | | (15 | ) | | | 9 | | | | (0.14 | ) | | | 0.08 | |
| Restructuring, impairment, plant closing and transition costs | | | 21 | | | | 60 | | | | 21 | | | | 60 | | | | 0.20 | | | | 0.57 | |
| Income tax adjustments(2) | | | — | | | | — | | | | 21 | | | | 11 | | | | 0.19 | | | | 0.10 | |
| Adjusted(1) | | $ | 110 | | | $ | 140 | | | $ | (15 | ) | | $ | 4 | | | $ | (0.14 | ) | | $ | 0.04 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted income tax (benefit) expense(2) | | | | | | | | | | $ | (3 | ) | | $ | 3 | | | | | | | | | |
| Net income attributable to noncontrolling interests, net of tax | | | | | | | | | | | 5 | | | | 2 | | | | | | | | | |
| Adjusted pre-tax income | | | | | | | | | | $ | (13 | ) | | $ | 9 | | | | | | | | | |
| Adjusted effective tax rate | | | | | | | | | | | 35 | % | | | 35 | % | | | | | | | | |
See end of press release for footnote explanations
Table 5 — Selected Balance Sheet Items
| | | September 30, | | | December 31, | |
| (In millions) | | 2022 | | | 2021 | |
| Cash and cash equivalents | | $ | 45 | | | $ | 156 | |
| Accounts and notes receivable, net | | | 340 | | | | 371 | |
| Inventories | | | 596 | | | | 478 | |
| Prepaid expenses and other current assets | | | 101 | | | | 84 | |
| Property, plant and equipment, net | | | 693 | | | | 848 | |
| Other assets | | | 369 | | | | 427 | |
| Total assets | | $ | 2,144 | | | $ | 2,364 | |
| | | | | | | | | |
| Accounts payable | | $ | 352 | | | $ | 377 | |
| Other current liabilities | | | 113 | | | | 131 | |
| Current portion of debt | | | 24 | | | | 5 | |
| Long-term debt | | | 947 | | | | 949 | |
| Non-current payable to affiliates | | | 21 | | | | 21 | |
| Other non-current liabilities | | | 262 | | | | 313 | |
| Total equity | | | 425 | | | | 568 | |
| Total liabilities and equity | | $ | 2,144 | | | $ | 2,364 | |
Table 6 — Outstanding Debt
| | | September 30, | | | December 31, | |
| (In millions) | | 2022 | | | 2021 | |
| Debt: | | | | | | | | |
| Term Loan Facility | | $ | 354 | | | $ | 356 | |
| Senior Secured Notes | | | 219 | | | | 217 | |
| Senior Unsecured Notes | | | 373 | | | | 372 | |
| Other debt | | | 25 | | | | 9 | |
| Total debt - excluding affiliates | | | 971 | | | | 954 | |
| Total cash | | | 45 | | | | 156 | |
| Net debt - excluding affiliates (5) | | $ | 926 | | | $ | 798 | |
Table 7 — Summarized Statement of Cash Flows
| | | Three months ended | | | Nine months ended | |
| | | September 30, | | | September 30, | |
| (In millions) | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Total cash at beginning of period | | $ | 109 | | | $ | 182 | | | $ | 156 | | | $ | 220 | |
| Net cash (used in) provided by operating activities | | | (74 | ) | | | 7 | | | | (87 | ) | | | 2 | |
| Net cash used in investing activities | | | (19 | ) | | | (26 | ) | | | (55 | ) | | | (47 | ) |
| Net cash provided by (used in) financing activities | | | 32 | | | | (1 | ) | | | 37 | | | | (12 | ) |
| Effect of exchange rate changes on cash | | | (3 | ) | | | (1 | ) | | | (6 | ) | | | (2 | ) |
| Total cash at end of period | | $ | 45 | | | $ | 161 | | | $ | 45 | | | $ | 161 | |
| | | | | | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | | | | | |
| Cash paid for interest | | $ | (27 | ) | | $ | (27 | ) | | $ | (57 | ) | | $ | (58 | ) |
| Cash paid for income taxes | | | (1 | ) | | | (1 | ) | | | (5 | ) | | | (5 | ) |
| Capital expenditures | | | (16 | ) | | | (20 | ) | | | (48 | ) | | | (47 | ) |
| Depreciation and amortization | | | 27 | | | | 29 | | | | 84 | | | | 89 | |
| Restructuring | | | (2 | ) | | | (2 | ) | | | (16 | ) | | | (7 | ) |
| Net cash flows associated with Pori | | | 7 | | | | (3 | ) | | | (9 | ) | | | (10 | ) |
| | | | | | | | | | | | | | | | | |
| Changes in primary working capital: | | | | | | | | | | | | | | | | |
| Accounts receivable | | | 112 | | | | 2 | | | | (11 | ) | | | (79 | ) |
| Inventories | | | (94 | ) | | | (5 | ) | | | (198 | ) | | | 8 | |
| Accounts payable | | | (48 | ) | | | 19 | | | | 38 | | | | 64 | |
| Total cash (used in) provided by primary working capital | | $ | (30 | ) | | $ | 16 | | | $ | (171 | ) | | $ | (7 | ) |
| | | Three months ended | | | Nine months ended | |
| | | September 30, | | | September 30, | |
| (In millions) | | 2022 | | | 2021 | | | 2022 | | | 2021 | |
| Free cash flow(3): | | | | | | | | | | | | | | | | |
| Net cash provided by (used in) operating activities | | $ | (74 | ) | | $ | 7 | | | $ | (87 | ) | | $ | 2 | |
| Capital expenditures | | | (16 | ) | | | (20 | ) | | | (48 | ) | | | (47 | ) |
| Free cash flow(3) | | $ | (90 | ) | | $ | (13 | ) | | $ | (135 | ) | | $ | (45 | ) |
See end of press release for numbered footnote explanations
Footnotes
| (1) | Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income/loss before interest income/expense, net, income tax expense/benefit, depreciation and amortization, and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) loss/gain on disposition of businesses/assets; (b) certain legal expenses/settlements; (c) amortization of pension and postretirement actuarial losses/gains; (d) net plant incident costs/credits; and (e) restructuring, impairment, and plant closing and transition costs/credits. We believe that net income is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to adjusted EBITDA. |
We believe adjusted EBITDA is useful to investors in assessing our ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of our operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income or other measures of performance determined in accordance with U.S. GAAP. Moreover, adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.
Nevertheless, our management recognizes that there are limitations associated with the use of adjusted EBITDA in the evaluation of us as compared to net income. Our management compensates for the limitations of using adjusted EBITDA by using this measure to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the business rather than U.S. GAAP results alone.
In addition to the limitations noted above, adjusted EBITDA excludes items that may be recurring in nature and should not be disregarded in the evaluation of performance. However, we believe it is useful to exclude such items to provide a supplemental analysis of current results and trends compared to other periods because certain excluded items can vary significantly depending on specific underlying transactions or events, and the variability of such items may not relate specifically to ongoing operating results or trends and certain excluded items, while potentially recurring in future periods, may not be indicative of future results.
Adjusted net income (loss) attributable to Venator Materials PLC ordinary shareholders is computed by eliminating the after-tax amounts related to the following from net income/loss attributable to Venator Materials PLC ordinary shareholders: (a) loss/gain on disposition of businesses/assets; (b) certain legal expenses/settlements; (c) amortization of pension and postretirement actuarial losses/gains; (d) net plant incident costs/credits; (e) restructuring, impairment, and plant closing and transition costs/credits and (f) income tax adjustments. Basic adjusted net income per share excludes dilution and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period. Adjusted diluted net income per share reflects all potential dilutive ordinary shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities.
Adjusted net income (loss) and adjusted net income (loss) per share amounts are presented solely as supplemental information. These measures exclude similar noncash items as adjusted EBITDA in order to assist our investors in comparing our performance from period to period and as such, bear similar risks as adjusted EBITDA as documented above. For that reason, adjusted net income (loss) and the related per share amounts, should not be considered in isolation and should be considered only to supplement analysis of U.S. GAAP results.
| (2) | Income tax expense is adjusted by the amount of additional tax expense or benefit that we would accrue if we used non-GAAP results instead of GAAP results in the calculation of our tax liability, taking into consideration our tax structure. We use a normalized effective tax rate of 35%, which reflects the weighted average tax rate applicable under the various jurisdictions in which we operate. This non-GAAP tax rate eliminates the effects of non-recurring and period specific items which are often attributable to restructuring and acquisition decisions and can vary in size and frequency. This rate is subject to change over time for various reasons, including changes in the geographic business mix, valuation allowances, and changes in statutory tax rates. |
We eliminate the effect of significant changes to income tax valuation allowances from our presentation of adjusted net income to allow investors to better compare our ongoing financial performance from period to period. We do not adjust for insignificant changes in tax valuation allowances because we do not believe it provides more meaningful information than is provided under GAAP. We believe that our revised approach enables a clearer understanding of the long-term impact of our tax structure on post tax earnings.
| (3) | Management internally uses a free cash flow measure: (a) to evaluate the Company’s liquidity, (b) to evaluate strategic investments, (c) to evaluate the Company’s ability to incur and service debt. Free cash flow is not a defined term under U.S. GAAP, and it should not be inferred that the entire free cash flow amount is available for discretionary expenditures. Free cash flow is defined as cash flows provided by (used in) operating activities from continuing operations less capital expenditures. The Company updated its definition of free cash flow during the third quarter of 2021 to conform to the definition more commonly used by publicly traded companies. Prior to the third quarter of 2021, free cash flow was defined as cash flows provided by (used in) operating activities from continuing operations and used in investing activities. Prior period comparatives within this release have been restated for the updated definition. Free cash flow is typically derived directly from the Company’s consolidated statement of cash flows; however, it may be adjusted for items that affect comparability between periods. Free cash flow is presented as supplemental information. |
| (4) | The potentially dilutive impact of share-based awards was excluded from the calculation of earnings per share for the three months ended September 30, 2022 and the three and nine months ended September 30, 2021 and adjusted diluted earnings per share for the three and nine months ended September 30, 2022 because there was an anti-dilutive effect as we were in a net loss and adjusted net loss position. |
| (5) | “Net debt” is not a defined term under U.S. GAAP. We define net debt as debt (the most comparable GAAP measure, calculated as long-term obligations plus short-term borrowings) minus cash and cash equivalents. Management believes that net debt is an important measure to monitor leverage and evaluate the balance sheet. |
About Venator
Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO2 business, and Performance Additives, which consists of our functional additives, color pigments and timber treatment businesses. Based in Wynyard, U.K., Venator employs approximately 3,500 associates and sells its products in more than 110 countries.
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Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward- looking statements represent Venator’s expectations or beliefs concerning future events, and it is possible that the expected results described in this press release will not be achieved. These forward looking statements are subject to risks, uncertainties and other factors, many of which are outside of Venator’s control, that could cause actual results to differ materially from the results discussed in the forward looking statements, including volatile global economic conditions and a downturn in the worldwide economy due to inflation, geopolitics, or other factors, changes in raw material and energy prices, interruptions in raw materials and energy, economic and other impacts from the military conflict in Ukraine and the economic sanctions imposed due to the conflict, the impacts and duration of the COVID-19 pandemic and the measures put in place by governments in response, our ability to maintain sufficient working capital, our ability to access capital markets on favorable terms, the costs associated with site closures, including our Pori facility, and execution of our cost reduction programs and initiatives, our ability to realize financial and operational benefits from our operational improvement plans and initiatives, industry production capacity and operating rates, the supply demand balance for our products and that of competing products, pricing pressures, technological developments, legal claims by or against us, changes in government regulations, including increased manufacturing, labeling and waste disposal regulations and the classification of TiO2 as a carcinogen in the EU, management of materials resulting from our manufacturing process, including the ability to develop commercial markets in the regions that we manufacture and our ability to dispose of these materials if necessary, the impacts of increasing climate change regulations, geopolitical events, cyberattacks and public health crises.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Venator does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Venator to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Venator’s filings with the US Securities and Exchange Commission, including Venator’s Annual Reports on Form 20-F for the year ended December 31, 2021 and its Quarterly Report on Forms 6-K for the quarter ended March 31, 2022, June 30, 2022, and September 30, 2022. The risk factors and other factors noted therein could cause its actual results to differ materially from those contained in any forward-looking statement.
