UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

August 2, 2018

Date of Report (Date of Earliest Event Reported)

 

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

 

 

1007 Market Street

Wilmington, Delaware, 19899

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (302) 773-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

 

---

 

 

Item 2.02Results of Operations and Financial Condition.

 

On August 2, 2018, The Chemours Company (the “Company”) issued a press release regarding its second quarter 2018 financial results. A copy of the press release is furnished hereto as Exhibit 99.1.

 

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it will not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01Other Events.

 

On August 2, 2018, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.25 per share on the Company’s common stock for the third quarter of 2018. The dividend will be paid on September 14, 2018 to the stockholders of record as of the close of business on August 17, 2018.

 

The Company also announced that its Board of Directors authorized the repurchase of up to $750 million in shares of its common stock. The new authorization extends through the end of 2020 and repurchases may be suspended or discontinued at any time. Under the authorization, the Company may repurchase its common stock through open market purchases, including under a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act, or private transactions, in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The timing of purchases and the exact number of shares to be purchased will be determined by the Company’s management, in its discretion, or pursuant to a Rule 10b5-1 trading plan, and will depend upon market conditions and other factors.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1Press release dated August 2, 2018.

 

 

 

 

---

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

EXHIBIT 99.1

 

 

 

 

The Chemours Company Reports Second Quarter 2018 Results,

Double Digit Growth Across All Key Financial Metrics,

EPS up 82 Percent with Adjusted EPS up 99 Percent

 

Second Quarter 2018 Highlights

 

Wilmington, Del., August 2, 2018 – The Chemours Company (Chemours) (NYSE: CC), a global chemistry company with leading market positions in fluoroproducts, chemical solutions and titanium technologies, today announced its financial results for the second quarter 2018.

 

“Our performance this quarter was truly a team effort, resulting in broad-based growth across our segments,” said President and CEO Mark Vergnano. “Continued momentum in Opteon™ refrigerants adoption, increased price and sustained demand for our Fluoropolymers products, higher average global prices for Ti-Pure™ pigment, and demand for our Mining Solutions products led to double-digit growth across our key financial metrics.”

 

Second quarter net sales rose 14 percent from the prior year quarter to $1.8 billion, driven by volume growth in Fluoroproducts and Chemical Solutions, and higher global average selling prices in Titanium Technologies and Fluoroproducts. Second quarter net income was $281 million, or $1.53 per diluted share, up 75 percent and 82 percent, respectively. Net income in the quarter reflects the impact of extinguishment of debt and refinancing actions taken during the second quarter of 2018. Adjusted EBITDA for the second quarter 2018 increased 38 percent to $497 million. This improvement was primarily a result of increased sales partially offset by higher distribution and raw material costs.

 

Fluoroproducts

Fluoroproducts segment sales in the second quarter were $801 million, a 13 percent increase in comparison to the prior-year quarter. Volume increased versus last year’s second quarter driven by continued Opteon™ refrigerant adoption. Price was higher on a year-over-year basis across all businesses. Segment Adjusted EBITDA of $230 million improved 17 percent versus the prior-year quarter of $197 million, a result of Opteon™ adoption and improved prices, partially offset by raw material costs, distribution expenses, and process water treatment costs.

 

Chemical Solutions

In the second quarter 2018, Chemical Solutions segment sales were $153 million, a 3 percent increase versus the prior-year quarter. Improved demand in comparison to last year’s second quarter resulted in higher volume across the segment. Price impact was modestly lower in the quarter due to mix. Second quarter 2018 segment Adjusted EBITDA was $16 million, versus $7 million in the prior year quarter, reflecting increased sales and lower costs.

 

Titanium Technologies

Titanium Technologies segment sales in the second quarter were $862 million, an 18 percent increase versus the prior-year quarter. Volume was slightly lower in comparison to robust demand in the prior-year quarter. Global average selling prices increased in comparison to last year’s second quarter. Segment Adjusted EBITDA was $295 million, a 53 percent year-over-year increase versus last year’s second quarter of $193 million. Results were driven by higher global average selling prices for Ti-Pure™ titanium dioxide, partially offset by higher raw material costs and increased distribution costs.

 

---

EXHIBIT 99.1

 

 

 

 

Corporate and Other

Corporate and Other represented a $44 million offset to Adjusted EBITDA. Expenses in the second quarter of 2018 increased $8 million versus the prior-year quarter, primarily related to ongoing environmental remediation efforts and legal costs.

 

The company realized an effective tax rate of approximately 13 percent in the quarter. The company expects its effective tax rate for the full-year 2018 to be approximately 20 percent, reflecting the company’s anticipated geographic mix of earnings and US tax reform impacts.

 

Liquidity

As of June 30, 2018, gross consolidated debt was $4.0 billion. Debt, net of $1.2 billion cash, was $2.8 billion, resulting in a net debt-to-EBITDA ratio of approximately 1.6 times on a trailing twelve-month basis.

 

During the quarter, Chemours raised €450 million via senior unsecured notes. The proceeds from these notes, plus cash on hand, were used to redeem existing Euro 2023 notes as well as $250 million of USD 2023 notes. The redemption of the Euro 2023 and partial redemption of the USD 2023 notes resulted in a debt extinguishment payment of approximately $29 million. These transactions are expected to reduce interest expense by approximately $16 million annually. Including the amended and restated credit facility announced in the previous quarter, the transactions are expected to reduce interest expense by approximately $28 million annually.

Operating cash flow for the second quarter was $343 million, versus $184 million in the previous year quarter. Working capital for the quarter was a use of $44 million of cash, consistent with normal seasonal patterns.

 

Capital expenditures for the second quarter 2018 were $126 million, versus $69 million in last year’s second quarter. The company expects its capital expenditures for the full-year 2018 to be within a range of $475 to $525 million. Free Cash Flow for the second quarter was $217 million, an 89 percent improvement versus the previous-year quarter of $115 million.

 

In the first half of 2018, cash provided by operating activities was $539 million, versus $225 million in the first half of 2017. Year-to-date 2018 Free Cash Flow of $311 million represents a $224 million improvement versus the prior-year’s first half.

 

Capital Allocation

The Board of Directors of Chemours declared a quarterly cash dividend of $0.25 per share on the company's common stock for the third quarter of 2018, a 47 percent increase per share from the previous level of $0.17 per share. The dividend will be paid on September 14, 2018 to stockholders of record as of the close of business on August 17, 2018.

 

The company also announced today that the Chemours Board of Directors authorized a $750 million share repurchase plan. The authorization extends through the end of 2020. Repurchases may be made at management's discretion, subject to market conditions and other factors, and may be suspended or discontinued at any time.

 

“Chemours is committed to the capital allocation priorities set forth at our December investor day, including returning higher levels of cash to shareholders,” said Chemours CFO Mark Newman. “Following our increased first quarter 2018 dividend, we are continuing to grow our quarterly dividend to a level that we believe is not only sustainable, but provides a platform to reward shareholders in line with our earnings growth over time. Paired with our new share repurchase authorization, we now expect to return the majority of our Free Cash Flow generation to shareholders through 2020.”

 

---

EXHIBIT 99.1

 

 

 

 

Outlook

Vergnano concluded, “Given our strong first half results and visibility into the rest of 2018, we believe that earnings will be in the top end of our previously announced range. As we look over the longer term, we remain confident in our ability to meet or exceed our three-year financial targets, supported by our commitment to Ti-Pure™ Value Stabilization, assisting our fluorochemicals customers through the transition to Opteon™ refrigerants, and further investment in application development to meet growing needs for fluoropolymers. The Board of Directors authorization of an increased dividend and new share repurchase plan underscore our expectations for long-term growth.”

 

Conference Call

As previously announced, Chemours will hold a conference call and webcast on Friday, August 3, 2018 at 8:30 AM EDT. The webcast and additional presentation materials can be accessed by visiting the Events & Presentations page of Chemours’ investor website, investors.chemours.com. A webcast replay of the conference call will be available on the Chemours investor website.

 

About The Chemours Company

The Chemours Company (NYSE: CC) helps create a colorful, capable and cleaner world through the power of chemistry.  Chemours is a global leader in fluoroproducts, chemical solutions, and titanium technologies, providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations.  Chemours ingredients are found in refrigeration and air conditioning, mining and general industrial manufacturing, plastics and coatings.  Our flagship products include prominent brands such as Teflon™, Ti-Pure™, Krytox™, Viton™, Opteon™, Freon™ and Nafion™.  Chemours has approximately 7,000 employees and 26 manufacturing sites serving approximately 4,000 customers in North America, Latin America, Asia-Pacific and Europe. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.  For more information please visit chemours.com, or follow us on Twitter @Chemours, or LinkedIn.  

 

Non-GAAP Financial Measures

We prepare our financial statements in accordance with Generally Accepted Accounting Principles (GAAP). Within this press release, we may make reference to Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Return on Invested Capital (ROIC) and Net Leverage Ratio which are non-GAAP financial measures. The company includes these non-GAAP financial measures because management believes they are useful to investors in that they provide for greater transparency with respect to supplemental information used by management in its financial and operational decision making.

 

Management uses Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, ROIC and Net Leverage Ratio to evaluate the company’s performance excluding the impact of certain noncash charges and other special items which we expect to be infrequent in occurrence in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.

 

Accordingly, the company believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing the company’s operating performance and underlying prospects. This analysis should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. This analysis, as well as the other information in this press release, should be read in conjunction with the company’s financial statements and footnotes contained in the documents that the company files with the U.S. Securities and Exchange Commission. The non-GAAP financial measures used by the company in this press release may be different from the methods used by other companies. For more information on the non-GAAP financial measures, please refer to the attached schedules or the table, “Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” and materials posted to the company’s website at investors.chemours.com.

 

---

EXHIBIT 99.1

 

 

 

 

Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words "believe," "expect," “will,” "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date such statements were made. These forward-looking statements may address, among other things, the outcome or resolution of any pending or future environmental liabilities, the commencement, outcome or resolution of any regulatory inquiry, investigation or proceeding, the initiation, outcome or settlement of any litigation, changes in environmental regulations in the U.S. or other jurisdictions that affect demand for or adoption of our products, anticipated future operating and financial performance, business plans and prospects, capital investments and projects, plans for dividends or share repurchases, sufficiency or longevity of intellectual property protection, cost savings targets, plans to increase profitability and growth, our ability to make acquisitions, integrate acquired businesses or assets into our operations, and achieve anticipated synergies or cost savings, and our outlook for net sales, Adjusted EBITDA, Adjusted EPS, Free Cash Flow, and Return on Invested Capital (ROIC), all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties that are beyond Chemours' control. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2017. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.

 

CONTACT:

 

NEWS MEDIA 

Alvenia Scarborough 

Sr. Director of Corporate Communications and Brand Marketing 

+1.302.773.4507 

media@chemours.com  

 

INVESTORS 

Jonathan Lock 

VP, Corporate Development and Investor Relations 

+1.302.773.2263 

investor@chemours.com 

 

 

 

 

 

 

 

---

 

The Chemours Company

Interim Consolidated Statements of Operations (Unaudited)

(Dollars in millions, except per share amounts)

 

 

---

 

The Chemours Company

Interim Consolidated Balance Sheets

(Dollars in millions, except per share amounts)

 

 

 

---

 

The Chemours Company

Interim Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions)

 

 

---

 

The Chemours Company

Segment Financial and Operating Data (Unaudited)

(Dollars in millions)

    

 

 

 

 

 

---

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions)

 

Adjusted EBITDA and Adjusted Net Income to GAAP Net Income Reconciliation

 

Adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) is defined as income (loss) before income taxes, excluding the following: interest expense, depreciation, and amortization; non-operating pension and other post-retirement employee benefit costs, which represent the components of net periodic pension (income) costs excluding the service cost component; exchange (gains) losses included in other income (expense), net; restructuring, asset-related, and other charges; asset impairments; (gains) losses on sales of assets and businesses; and, other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently. Adjusted Net Income is defined as net income (loss) attributable to Chemours, adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, certain amortization, and certain provision for (benefit from) income tax amounts.

 

 

---

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions, except per share amounts)

Adjusted Earnings per Share to GAAP Earnings per Share Reconciliation

Adjusted earnings per share (EPS) is calculated by dividing Adjusted Net Income by the weighted-average number of common shares outstanding. Adjusted Diluted EPS accounts for the dilutive impact of stock-based compensation awards, which includes unvested restricted shares. Adjusted Diluted EPS considers the impact of potentially-dilutive securities, except in periods in which there is a loss because the inclusion of the potentially-dilutive securities would have an anti-dilutive effect.

2018 Estimated Adjusted EBITDA and Estimated Adjusted EPS to Estimated GAAP Net Income Reconciliation (*)

 

---

 

The Chemours Company

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures (Unaudited)

(Dollars in millions)

 

Free Cash Flows to GAAP Cash Flows Provided by Operating Activities Reconciliation

 

Free Cash Flows is defined as cash flows provided by (used for) operating activities, less purchases of property, plant, and equipment as shown in the consolidated statements of cash flows.

 

 

 

2018 Estimated Free Cash Flows to GAAP Cash Flows Provided by Operating Activities Reconciliation (*)

 

 

 

Return on Invested Capital Reconciliation

 

Return on Invested Capital is defined as Adjusted EBITDA, less depreciation and amortization (Adjusted EBIT), divided by the average of invested capital, which amounts to net debt, or debt less cash and cash equivalents, plus equity.