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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

 

July 29, 2021

Date of Report (Date of Earliest Event Reported)

The Chemours Company

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-36794		46-4845564
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
Of Incorporation)		File Number)		Identification No.)

 

1007 Market Street

Wilmington, Delaware 19801

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock ($0.01 par value)		CC		New York Stock Exchange

 

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).

Emerging growth company

☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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Item 2.02Results of Operations and Financial Condition.

 

On July 29, 2021, The Chemours Company (the “Company”) issued a press release regarding its second quarter 2021 financial results. A copy of the press release is furnished hereto as Exhibit 99.1.

 

The information furnished with this report on Form 8-K, 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 9.01Financial Statements and Exhibits.

 

(d) Exhibits

99.1Press release dated July 29, 2021.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

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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.

 

 

THE CHEMOURS COMPANY
By:		/s/ Sameer Ralhan
		Sameer Ralhan
		Senior Vice President, Chief Financial Officer
Date:		July 29, 2021

 

 

 

EXHIBIT 99.1

 

 

The Chemours Company Reports Strong Second Quarter Results

Recovery momentum continues across all segments

 

WILMINGTON, Del., July 29, 2021 -- The Chemours Company (Chemours) (NYSE: CC), a global chemistry company with leading market positions in Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions today announces its financial results for the second quarter 2021.

 

Second Quarter 2021 Results

 

 

Other Highlights

 

 

“We continue to execute well against our strategy and are driving improved performance across the portfolio. This quarter we have achieved multi-year highs for several key metrics on the back of improving demand,” said Chemours President and CEO Mark E. Newman. “I am particularly proud of the work our teams are doing to mitigate persistent supply chain challenges while continuing to prioritize the safety of our people during the ongoing pandemic. Strong operating performance, focus and accountability is a strength of this company. Our customers increasingly value Chemours as a trusted partner, especially in this period of strong demand.”

 

Second quarter 2021 Net Sales were $1.7 billion, 51% higher than the prior-year quarter. 46% volume growth was the primary driver of the better year-over-year sales performance with positive contributions from every segment. 2% higher pricing and 4% favorable currency translation more than offset a 1% portfolio headwind stemming from the exit of our Aniline business in the fourth quarter 2020. The 15% sequential sales improvement was driven by our ability to meet demand from the continuing global macro recovery and favorable seasonal trends that drove sales higher in Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions.

 

Second quarter Net Income was $66 million, or EPS of $0.39. Adjusted Net Income was $205 million, which excludes a $169 million charge associated with onsite remediation at our Fayetteville site and a $25 million charge associated with the settlement of natural resource damage claims with the State of Delaware, resulting in Adjusted EPS of $1.20, up $1.02 vs. the prior-year quarter. Adjusted EBITDA for the second quarter 2021 was $366 million in comparison to $166 million in the prior-year second quarter, a result of higher volume, pricing and a favorable currency impact, partially offset by incremental cost headwinds associated with higher plant fixed costs to increase production to meet higher demand, higher legacy environmental and legal costs, and higher performance-related compensation expense.

* For information on our non-GAAP measures, please refer to the attached “Reconciliation of GAAP Financial Measures to GAAP Financial Measures (Unaudited)”

 

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EXHIBIT 99.1

 

 

Titanium Technologies
Titanium Technologies (TT) segment Net Sales in the second quarter were $859 million in comparison to $488 million in the prior-year quarter. Volume increased 66% vs. the prior-year second quarter, a result of solid demand in all regions and end-markets with strength across all selling channels. The 15% quarter-over-quarter volume increase reflected strong customer demand for Ti-Pure™ product and normalizing seasonal consumption. Our relationship with contracted customers is at the core of our TVS strategy; we continue to serve contracted customers at the highest level while maximizing production levels to support overall demand. Price was a 5% year-over-year benefit driven by gains in all selling channels. Sequentially, price improved 3% supported by strong market conditions and contractual increases.  Currency was a 5% year-over-year benefit in the quarter. Adjusted EBITDA increased by 133% to $219 million, in comparison to $94 million in the prior-year second quarter. Adjusted EBITDA margins of 25% improved 600bps year-over-year driven by the volume led sales recovery, which more than offset higher year-over-year costs stemming from increased plant fixed costs to support demand growth, higher ore costs, and incremental expense associated with supply chain disruptions.

 

Thermal & Specialized Solutions

Thermal & Specialized Solutions (TSS) segment Net Sales in the second quarter were $340 million, a 47% increase vs. the prior-year quarter. Segment volume improved 48% year-over-year driven by demand recovery in all markets and all regions. Opteon™ low global warming potential (GWP) refrigerant adoption was a driver of the better quarterly performance with strength across stationary and automotive OEM markets, despite constrained automotive production from the ongoing semiconductor chip shortages.   During the quarter we announced partnerships with select HVAC producers and stationary refrigerant customers to further promote the market transition to our low GWP solutions. Segment price declined 3% vs. the prior-year quarter, primarily due to contractual price adjustments for refrigerants as well as product and customer mix but improved 5% sequentially reflecting favorable market conditions. Segment Adjusted EBITDA of $117 million increased 113% vs. the prior-year quarter and Adjusted EBITDA margins of 34% improved 1000bps year-over-year driven by the recovery in key markets and improved product mix.    

 

Advanced Performance Materials

Advanced Performance Materials (APM) segment Net Sales in the second quarter were $362 million – the highest quarterly segment Net Sales in Chemours history. Strong year-over-year sales growth was driven by demand recovery across nearly all end-markets and regions, despite challenging logistics and raw materials availability. Volume and price contributed 19% and 1% respectively to the strong year-over-year sales performance with an additional 4% contribution from currency. Customer level pricing actions supported the increased year-over-year segment pricing, partially offset by customer and product mix. Segment Adjusted EBITDA of $74 million increased 76% vs. the prior-year quarter and Adjusted EBITDA margins of 20% improved 600bps year-over-year driven by improved operating leverage.  

 

Chemical Solutions
Chemical Solutions (CS) segment Net Sales in the second quarter were $94 million, 15% higher vs. the prior-year quarter inclusive of a 17% headwind due to portfolio changes. The net year-over-year sales increase was driven by 6% higher price and a 26% volume increase led by strong Mining Solutions and Glycolic performance. Adjusted EBITDA was $19 million, flat with the prior-year period. Adjusted EBITDA margins of 20% declined 300 bps vs. the prior-year as the benefits from improved volumes and pricing were offset by higher fixed and variable costs.

 

Corporate and Other
Corporate and Other in the second quarter 2021 represented a $63 million offset to Adjusted EBITDA vs. $44 million in the prior-year quarter. This year-over-year increase was primarily attributable to higher costs associated with legacy environmental remediation matters, primarily related to Fayetteville, legacy legal matters, higher performance-related compensation expenses, and cost deferral activities in the prior year related to COVID-19.

 

Liquidity
As of June 30, 2021, consolidated gross debt was $4.0 billion. Debt, net of $1.1 billion cash, was $2.9 billion, resulting in a net leverage ratio of approximately 2.6 times on a trailing twelve-month Adjusted EBITDA basis. Total liquidity was $1.8 billion comprised of $1.1 billion of cash and $0.7 billion of revolving credit facility capacity.

 

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EXHIBIT 99.1

 

 

Cash provided by operating activities for the second quarter of 2021 was $256 million, up $145 million from $111 million in the prior-year quarter. Capital expenditures for the second quarter 2021 were $67 million, vs. $61 million in last year’s second quarter. Free Cash Flow for the second quarter of 2021 was $189 million, a $139 million improvement vs. the prior-year Free Cash Flow of $50 million. We repurchased a total of $13 million of our issued and outstanding common stock and $20 million of our senior secured term loans in the second quarter.

 

Outlook

Newman commented, “As I reflect on this quarter’s solid results, I wish to thank all 6,500 members of the Chemours team for their tireless work managing through a truly challenging and unprecedented time. I am confident that we have the right people and strategy to build upon our current strength. Given strong second quarter results and continued business momentum, we now expect 2021 Adjusted EBITDA and Adjusted EPS to be in the top end of our guidance ranges.”

 

Conference Call
As previously announced, Chemours will hold a conference call and webcast on Friday, July 30, 2021, 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) is a global leader in Titanium Technologies, Thermal & Specialized Solutions, Advanced Performance Materials, and Chemical Solutions providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration, and air conditioning, transportation, semiconductor and consumer electronics, general industrial, mining and oil and gas. Our flagship products include prominent brands such as Ti-Pure™, Opteon™, Freon™, Teflon™, Viton™, Nafion™, and Krytox™. In 2019, Chemours was named to Newsweek’s list of America’s Most Responsible Companies. The company has approximately 6,500 employees and 30 manufacturing sites serving approximately 3,300 customers in approximately 120 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

 

For more information, we invite you to 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, Adjusted Effective Tax Rate, Return on Invested Capital 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, Adjusted Effective Tax Rate, Return on Invested Capital 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 GAAP Financial Measures to Non-GAAP Financial Measures" and materials posted to the company's website at investors.chemours.com.

 

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EXHIBIT 99.1

 

 

Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, 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 for our segments individually and our company as a whole, business plans, prospects, targets, goals and commitments, capital investments and projects and target capital expenditures, plans for dividends or share repurchases, sufficiency or longevity of intellectual property protection, cost reductions or 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, 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. In addition, the current COVID-19 pandemic has significantly impacted the national and global economy and commodity and financial markets, which has had and we expect will continue to have a negative impact on our financial results. The full extent and impact of the pandemic is unknown and to date has included extreme volatility in financial and commodity markets, a significant slowdown in economic activity, and increased predictions of a global recession. The public and private sector response has led to significant restrictions on travel, temporary business closures, quarantines, stock market volatility, and a general reduction in consumer and commercial activity globally. Matters outside our control have affected our business and operations and may or may continue to limit travel of employees to our business units domestically and internationally, adversely affect the health and welfare of our personnel, significantly reduce the demand for our products, hinder our ability to provide goods and services to customers, cause disruptions in our supply chains, adversely affect our business partners or cause other unpredictable events. 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and in our Annual Report on Form 10-K for the year ended December 31, 2020. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.

CONTACT:

 

INVESTORS 
Jonathan Lock 
VP, Corporate Development and Investor Relations 
+1.302.773.2263 
investor@chemours.com 

 

NEWS MEDIA 
Cassie Olszewski
Media Relations and Financial Communications Manager
+1.302.219.7140
media@chemours.com

 

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EXHIBIT 99.1

 

 

 

The Chemours Company

Interim Consolidated Statements of Operations (Unaudited)

(Dollars in millions, except per share amounts)

 

 

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EXHIBIT 99.1

 

 

 

The Chemours Company

Interim Consolidated Balance Sheets (Unaudited)

(Dollars in millions, except per share amounts)

 

 

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EXHIBIT 99.1

 

 

 

The Chemours Company

Interim Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions)

 

 

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EXHIBIT 99.1

 

 

 

The Chemours Company

Segment Financial and Operating Data (Unaudited)

(Dollars in millions)

 

 

 

 

 

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EXHIBIT 99.1

 

 

 

The Chemours Company

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

(Dollars in millions)

 

GAAP Net Income Attributable to Chemours to Adjusted Net Income and Adjusted EBITDA Reconciliation

 

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is defined as income (loss) before income taxes, excluding the following items: interest expense, depreciation, and amortization; non-operating pension and other post-retirement employee benefit costs, which represents 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; (gains) losses on sales of businesses or assets; 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, amortization, and certain provision for (benefit from) income tax amounts.

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

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

(Dollars in millions, except per share amounts)

 

GAAP Earnings per Share to Adjusted 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. Diluted Adjusted EPS accounts for the dilutive impact of stock-based compensation awards, which includes unvested restricted shares. Diluted Adjusted 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.

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

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

(Dollars in millions, except per share amounts)

 

2021 Estimated GAAP Net Income Attributable to Chemours to Estimated Adjusted Net Income, Estimated Adjusted EBITDA and Estimated Adjusted EPS Reconciliation (*)

 

 

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EXHIBIT 99.1

 

 

The Chemours Company

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

(Dollars in millions)

 

GAAP Cash Flow Provided by Operating Activities to Free Cash Flows 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.

 

 

2021 Estimated GAAP Cash Flow Provided by Operating Activities to Estimated Free Cash Flow Reconciliation (*)

 

 

Return on Invested Capital Reconciliation

 

Return on Invested Capital (“ROIC”) 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.

 

 

 

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EXHIBIT 99.1

 

 

 

The Chemours Company

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

(Dollars in millions)

 

Net Leverage Ratio Reconciliation

 

Net Leverage Ratio is defined as our total debt principal, net, or our total debt principal outstanding less cash and cash equivalents, divided by Adjusted EBITDA.