Rockwood Reports Strong Third-Quarter 2005 Results; Net Sales and Adjusted EBITDA Up Over Prior Year.PRINCETON Princeton, borough (1990 pop. 12,016) and surrounding township (1990 pop. 13,198), Mercer co., W central N.J.; settled late 1600s, borough inc. 1813, township est. 1838. A leading education center, it is the seat of Princeton Univ. , N.J. -- In financial: Reconciliation of Net Income before Taxes to Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become by Segment, Third Quarter: Pro-Forma, Systems/organization establishment expenses & Inventory write-up Write-Up An increase made to the book value of an asset because it is undervalued compared to market values. Notes: A write-up will increase a company's accounting book value without any expenditures. reversal reversal n. the decision of a court of appeal ruling that the judgment of a lower court was incorrect and is reversed. The result is that the lower court which tried the case is instructed to dismiss the original action, retry the case, or is ordered to change its should read: Systems /organization establishment expenses - - - - - Inventory write-up reversal 0.5 - - 12.7 4.3 The corrected release reads: ROCKWOOD Rock´wood` n. 1. (Min.) Ligniform asbestus; also, fossil wood. REPORTS STRONG THIRD-QUARTER 2005 RESULTS; NET SALES Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight AND ADJUSTED EBITDA UP OVER PRIOR YEAR Rockwood Holdings, Inc. (NYSE NYSE See: New York Stock Exchange : ROC), a global producer of specialty chemicals A Specialty chemical is a chemical produced for a specialized use. They are produced in lower volume than bulk chemicals, of which petrochemicals, made from oil feedstocks, are the most common. However, both are produced in a chemical plant. and advanced materials Advanced Materials is a leading peer-reviewed materials science journal published every two weeks. Advanced Materials includes Communications, Reviews, and Feature Articles from the cutting edge of materials science, including topics in chemistry, physics, , today announced third quarter 2005 results as follows: Consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: Results: 2005 versus As Reported 2004 Third quarter 2005 net sales were $771.7 million and Adjusted EBITDA was $140.0 million compared to third quarter 2004 net sales of $533.6 million and Adjusted EBITDA of $95.1 million; an increase of 44.6% and 47.2%, respectively. Net loss in the third quarter of 2005 was $13.3 million compared to a net loss of $59.6 million in the third quarter of 2004. Net loss in the third quarter of 2005 included $31.8 million of net after tax charges, primarily charges related to our initial public offering (IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. ). Net loss in the third quarter of 2004 included $52.8 million of net after tax charges, primarily acquisition related inventory write-up reversals. Year to date 2005 net sales were $2,358.8 million and Adjusted EBITDA was $433.7 million compared to year to date 2004 net sales of $1,027.9 million and Adjusted EBITDA of $194.3 million; an increase of 129.5% and 123.2%, respectively. Year to date 2005 net income was $113.6 million compared to a year to date 2004 net loss of $46.2 million. Year to date 2005 net income included $58.4 million of net after tax gains, primarily related to foreign exchange gains on euro denominated debt partially offset by the IPO charges. Year to date 2004 net loss included $50.6 million of net after tax charges, primarily acquisition related inventory write-up reversals and foreign exchange losses on euro denominated debt. Actual results in 2004 do not include the results of the businesses acquired in the Dynamit Nobel Nobel monetary awards for outstanding contributions benefiting mankind. [World. Hist.: Wheeler, 718] See : Prize acquisition prior to the acquisition date of July July: see month. 31, 2004, the Johnson Matthey Johnson Matthey plc (LSE: JMAT) is a British chemical company which has its headquarters near Holborn in central London. It is traded on the London Stock Exchange and is a constituent of the FTSE 100 Index. business prior to September September: see month. 2, 2004 and any results from Groupe Novasep which was acquired on December December: see month. 31, 2004. Consolidated Results: 2005 versus Pro Forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma 2004 Third quarter 2005 net sales and Adjusted EBITDA of $771.7 million and $140.0 million, respectively, compares to third quarter 2004 pro forma net sales of $713.9 million and pro forma Adjusted EBITDA of $133.6 million; an increase of 8.1% and 4.8%, respectively. (The pro forma results include the results from the acquisitions as if they had occurred at the beginning of the period presented.) Year to date 2005 net sales and Adjusted EBITDA of $2,358.8 million and $433.7 million, respectively, compares to year to date 2004 pro forma net sales of $2,157.9 million and pro forma Adjusted EBITDA of $402.7 million; an increase of 9.3% and 7.7%, respectively. The increase in our consolidated results over prior year pro forma results was primarily driven by strong performance in our Advanced Ceramics ceramics (sərăm`ĭks), materials made of nonmetallic minerals that have been permanently hardened by firing at a high temperature, or objects made of such materials. and Specialty Chemicals segments. Seifi Ghasemi, Chairman and Chief Executive Officer said "We are pleased with our third quarter results, particularly within our new businesses acquired in the Dynamit Nobel acquisition, which continue to show very strong momentum. Our Advanced Ceramics and Specialty Chemicals segments had very solid results. We are very excited about growth opportunities in our new businesses, in general, and in specific applications such as ceramic This article is about ceramic materials. For the fine art, see Ceramic art. The word ceramic is derived from the Greek word κεραμικός (keramikos). hip replacement components and lithium lithium (lĭth`ēəm) [Gr.,=stone], metallic chemical element; symbol Li; at. no. 3; at. wt. 6.941; m.p. about 180.54°C;; b.p. about 1,342°C;; sp. gr. .534 at 20°C;; valence +1. Lithium is a soft, silver-white metal. applications." Mr. Ghasemi added "Overall, our results continue to prove the value of our diverse portfolio of world-class world-class adj. 1. Ranking among the foremost in the world; of an international standard of excellence; of the highest order: a world-class figure skater. 2. businesses, well positioned with leading technology and market positions and significant geographic geographic /geo·graph·ic/ (je?o-graf´ik) in pathology, of or referring to a pattern that is well demarcated, resembling outlines on a map. geographic pertaining to geography. , customer, end market and raw material sourcing diversity." Segment Results: 2005 versus As Reported 2004 Adjusted EBITDA changes year on year were generally due to the same reasons discussed below on a pro forma basis along with the impact of the actual results in 2004 not including the results of the businesses acquired in the Dynamit Nobel acquisition prior to the acquisition date of July 31, 2004, the Johnson Matthey business prior to September 2, 2004 and any results from Groupe Novasep. Segment Results: 2005 versus Pro Forma 2004 Performance Additives Net sales increased 0.7% and Adjusted EBITDA was unchanged in the third quarter year on year. We had volume increases in our Pool and Spa chemicals' business and lower selling, general and administrative expenses in our Timber timber: see lumber; wood. Treatment and Color Pigments and Services businesses. This was offset by lower volume in our Timber Treatment business on soft demand in the treated wood treated wood Toxicology Wood impregnated with preservatives–eg, chromium-copper-arsenate, creosote, inorganic arsenicals, pentachlorophenol, to ↑ its useful life, thwarting insects, fungi, etc; chronic exposure to the fumes of burning wood or skin market and lower volume in our Clay-based Additives business following a slowdown For articles with similar titles, see Slow Down (disambiguation). A slowdown is an industrial action in which employees perform their duties but seek to reduce productivity or efficiency in their performance of these duties. in oilfield production after Hurricanes Katrina KATRINA Keeping All the Resources in New Orleans Alive KATRINA Krewe Aiding Trash Removal In the New Orleans Area and Rita. Raw material price increases were offset by selling price increases. Year to date net sales increased 1.1% while Adjusted EBITDA decreased 1.5% primarily due to selling price increases offset by raw material price increases as well as lower volume in the Timber Treatment, Color Pigments and Services and Clay-based Additives businesses. Specialty A contract under seal. A specialty is a written document that has been sealed and delivered and is given as security for the payment of a specifically indicated debt. Compounds Net sales increased 10.8% while Adjusted EBITDA decreased 9.6% in the third quarter year on year as higher selling prices were offset by rapidly rising raw material costs. Year to date net sales increased 16.6% while Adjusted EBITDA decreased 4.5% as compared to prior year as increased volume in wire and cable products and higher selling prices were offset by rising raw material costs. Electronics Net sales and Adjusted EBITDA increased 8.6% and 1.3%, respectively, in the third quarter primarily due to increased sales volumes in our Electronics Chemicals business. Strong volume growth occurred particularly in printed circuit board chemicals due to our expansion in China as well as increased demand for cell phone and personal computer products. These improvements were partially offset by continued selling price declines in our Wafer (1) A small, thin continuous-loop magnetic tape cartridge that has been used from time to time for data storage and specialized applications. (2) The base unit of chip making. It is a slice taken from a salami-like silicon crystal ingot up to 12" (300mm) in diameter. Reclaim RECLAIM. To demand again, to insist upon a right; as, when a defendant for a consideration received from the plaintiff, has covenanted to do an act, and fails to do it, the plaintiff may bring covenant for the breach, or assumpsit to reclaim the consideration. 1 Caines, 47. business and higher general manufacturing costs. On a year to date basis, net sales increased 7.9% while Adjusted EBITDA declined 5.1% as the Electronics Chemicals' volume increases were insufficient in·suf·fi·cient adj. 1. Not sufficient. 2. Incapable of proper functioning. to offset the Wafer Reclaim selling price declines and higher manufacturing costs. Specialty Chemicals Net sales and Adjusted EBITDA increased 13.6% and 23.3%, respectively, in the third quarter primarily due to volume increases in aerospace, automotive and lithium applications. Year to date net sales and Adjusted EBITDA increased 15.7% and 27.6%, respectively, due to volume increases and selling price increases partially offset by raw material price increases. Also, currency changes favorably fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. impacted year to date results. Titanium titanium (tītā`nēəm, tĭ–) [from Titan], metallic chemical element; symbol Ti; at. no. 22; at. wt. 47.88; m.p. 1,675°C;; b.p. 3,260°C;; sp. gr. 4.54 at 20°C;; valence +2, +3, or +4. Dioxide dioxide /di·ox·ide/ (-ok´sid) an oxide with two oxygen atoms. di·ox·ide n. A compound containing two oxygen atoms per molecule. Pigments Net sales and Adjusted EBITDA improved 4.2% and 2.4%, respectively, over prior year primarily due to sales of certain recycling recycling, the process of recovering and reusing waste products—from household use, manufacturing, agriculture, and business—and thereby reducing their burden on the environment. products and cost reduction measures offset by weaker demand in the synthetic fiber Noun 1. synthetic fiber - fiber created from natural materials or by chemical processes man-made fiber fiber, fibre - a slender and greatly elongated substance capable of being spun into yarn acrylic, acrylic fiber - polymerized from acrylonitrile market, primarily due to historically low cotton prices. Net sales and Adjusted EBITDA improved 1.7% and 5.2%, respectively, on a year to date basis as cost reduction measures and currency changes offset weaker synthetic fiber demand. Advanced Ceramics Net sales and Adjusted EBITDA increased 10.0% and 20.1%, respectively, in the third quarter year on year as a result of increased volumes of medical products and a favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. mix of Piezo "Piezo", derived from the Greek piezein, which means to squeeze or press, is a prefix used in:
Year to date net sales and Adjusted EBITDA increased 9.2% and 18.6%, respectively, due to the same reasons and, to a lesser extent, currency changes. Groupe Novasep Net sales increased 12.3% while Adjusted EBITDA decreased 18.0% in the third quarter. Sales increases resulted from acquisitions consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. in late 2004 by Novasep prior to the combination with our business as well as sales generated in lower margin yielding applications. However, losses continue to be incurred at the Rohner facility due to continued capacity utilization Capacity Utilization measures the rate at which a firm makes use of their capital productive capacities, such as factories and machinery. Capacity Utilization generally rises when the economy is healthy and falls when demand softens. issues. Year to date net sales increased 18.5% while Adjusted EBITDA decreased 14.3% due to the above reasons. Other income (expense) Interest expense, net. For the third quarter of 2005, interest expense, net, increased $1.6 million. The third quarter of 2005 and 2004 included a gain of $6.4 million and a loss of $1.8 million, respectively, representing the movement in the mark-to-market Mark-to-market Adjustment of the book value or collateral value of a security to reflect current market value. valuation of our interest rate and cross-currency hedging hedging, in commerce, method by which traders use two counterbalancing investment strategies so as to minimize any losses caused by price fluctuations. It is generally used by traders on the commodities market. instruments. The remaining increase of $9.8 million was primarily due to higher debt levels from the acquisitions, partially offset by lower interest due to debt repaid from the IPO proceeds (see below). Foreign exchange gain (loss), net. In the third quarter of 2005 and 2004, we had foreign exchange gains (losses) of $2.1 million and $(43.9) million, respectively. The euro strengthened from the beginning of the third quarter of 2004 to the end of the third quarter of 2004 causing a significant loss related to our euro-denominated debt when re-measured into U.S. dollars in the prior year. The euro weakened weak·en tr. & intr.v. weak·ened, weak·en·ing, weak·ens To make or become weak or weaker. weak  en·er n. slightly from the
beginning of the third quarter of 2005 to the end of the third quarter
of 2005, causing a small gain related to the same euro-denominated debt.Loss on early extinguishment The destruction or cancellation of a right, a power, a contract, or an estate. Extinguishment is sometimes confused with merger, though there is a clear distinction between them. of debt. In connection with the IPO, $13.2 million of the proceeds was used to pay redemption premiums redemption premium See call premium. on certain debt repaid with IPO proceeds. In addition, we wrote off $13.4 million of deferred financing costs in the third quarter of 2005 associated with debt repaid with IPO proceeds. Refinancing Refinancing An extension and/or increase in amount of existing debt. expenses. In the third quarter of 2004, we recorded a charge of $2.8 million primarily related to a write-off Write-Off A reduction in the value of an asset or earnings by the amount of an expense or loss. Companies are able to write off certain expenses that are required to run the business, or have been incurred in the operation of the business and detract from retained revenues. of deferred financing costs on long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. that was repaid as part of the Dynamit Nobel acquisition. Income tax provision We recorded an income tax provision of $10.8 million in the third quarter of 2005 on a pre-tax pre-tax adj → anterior al impuesto pre-tax adj → avant impôt(s) pre-tax adj → al lordo d'imposta loss of $3.1 million. Included in the tax provision was the recording of a valuation allowance of $8.3 million on deferred tax assets for U.S. net operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. carry-forwards. This valuation allowance was recorded due to losses incurred in the third quarter of 2005 in the U.S. primarily due to the IPO related charges. The effective income tax rate for the third quarter of 2004 was 21.7%. The effective tax rate in both periods was impacted by the recording of valuation allowances in certain other jurisdictions as well as the impact of foreign tax rate differentials. Net (loss) income and earnings per share (a) Net loss in the third quarter of 2005 was $13.3 million compared to a net loss of $59.6 million in the third quarter of 2004. Loss per share was $0.25 per share in the third quarter of 2005 on a basic and diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis. Basic and diluted loss per share was $1.50 per share in the third quarter of 2004. Net loss per share in the third quarter of 2005 using the actual net loss of $13.3 million and pro forma diluted shares of 74,674 thousand (see (a)) was $(0.18) per share. Net loss in the third quarter of 2005 includes IPO related charges of $36.6 million, or $22.5 million after tax and $(0.30) per share on a pro forma diluted basis. This amount consists of the $26.6 million of loss on early extinguishment of debt described above as well as $10.0 million of termination fees termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. on the management services agreement with affiliates of Kohlberg Kravis Roberts Kohlberg Kravis Roberts & Co (commonly referred to as KKR) is a New York City-based private equity firm that focuses primarily on late-stage leveraged buyouts. It was founded in 1976 by Jerome Kohlberg, Jr., and cousins Henry Kravis and George R. & Co. L.P. ("KKR KKR Korringa-Kohn-Rostoker (method) KKR Kohlberg, Kravis & Roberts & Co. KKR Kalkara (postal locality, Malta) KKR Kramers-Kronig Relations KKR Komarappa Gounder Ramalingam (hospital in India) ") and DLJ Merchant Banking Partners DLJ Merchant Banking Partners (DLJMB) is a LBO-focused private equity firm of Credit Suisse. DLJMB has offices in New York, London and Los Angeles. External links
Year to date 2005 net income was $113.6 million compared to year to date 2004 net loss of $46.2 million. Year to date 2005 basic and diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of were $2.02 and $1.98 per share, respectively. Year to date 2004 basic and diluted loss per share was $1.80 per share. Year to date 2005 net income per share using the actual net income of $113.6 million and the pro forma diluted shares of 74,674 thousand (see (a)) was $1.52 per share. Year to date 2005 net income includes the IPO related charges of $36.6 million, or $22.5 million after tax and $(0.30) per share; foreign exchange gains on euro denominated debt of $116.1 million, or $71.4 million after tax and $0.96 per share; restructuring and related charges of $9.2 million, or $5.8 million after tax and $(0.08) per share; inventory write-up reversals of $3.1 million, or $2.0 million after tax and $(0.03) per share; other special charges and non-recurring items of $4.8 million, or $3.0 million after tax and $(0.04) per share and $20.3 million, or $0.27 per share of valuation allowance decreases on US deferred tax assets related to net operating loss carry-forwards. Year to date 2005 interest expense related to debt repaid with IPO proceeds was $33.2 million, or $20.4 million after tax and $(0.27) per share.
(a) The per share calculations for individual net income
components have been computed on a pro forma diluted basis
using the average shares and common stock equivalents
outstanding (78,616 thousand) from the date of our IPO
through September 30, 2005. Under the treasury stock
method used in calculating diluted earnings per share this
equates to 74,674 thousand diluted shares. These
calculations also tax affect individual components at the
applicable statutory tax rate versus the effective tax
rate.
Initial Public Offering Rockwood's shares of common stock began trading on August 17, 2005 on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors "ROC." Net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of $435.7 million were used primarily to redeem redeem v. to buy back, as when an owner who had mortgaged his/her real property pays off the debt. The term also refers to paying the amount due and all charges after a foreclosure (due to failure to make payments when due) has begun. certain of the Company's debt and redeemable Redeemable Eligible for redemption under the terms of an indenture. convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". . We had net debt of $2,703.6 million as of September 30, 2005. This press release includes "non-GAAP financial measures", specifically, a discussion of Adjusted EBITDA (net income plus interest expense, net, income tax provision (benefit) and depreciation and amortization). Adjusted EBITDA is not intended to be an alternative to net income (loss) as an indicator Indicator Anything used to predict future financial or economic trends. Notes: In the context of technical analysis, an indicator is a mathematical calculation based on a securities price and/or volume. The result is used to predict future prices. of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. We use Adjusted EBITDA on a consolidated basis to assess our operating performance, to calculate performance-based cash bonuses and determine whether certain performance-based options vest (as targets for both are tied to Adjusted EBITDA), and as a liquidity measure. In addition, we use Adjusted EBITDA to determine compliance with the Company's debt covenants. Adjusted EBITDA on a segment basis is also the primary measure used by our chief operating decision maker to evaluate the ongoing performance of our business segments and reporting units. A reconciliation of Adjusted EBITDA to net income (loss) is contained in the press release. We strongly urge you to review the reconciliation information. In addition, the Company discusses sales growth in terms of nominal Trifling, token, or slight; not real or substantial; in name only. Nominal capital, for example, refers to extremely small or negligible funds, the use of which in a particular business is incidental. NOMINAL. Relating to a name. (actual) and organic (nominal less foreign currency and acquisition/divestiture/ merger/joint venture impacts), net income per share on a pro forma diluted basis and certain other charges and non-recurring costs on a pro forma diluted per share basis. These non-GAAP measures should not be viewed as an alternative to GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies. Rockwood Holdings, Inc. is the ultimate parent company of Rockwood Specialties Group, Inc., a leading global specialty chemicals and advanced materials company. Rockwood has a worldwide employee base of approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 10,200 people and net revenue of approximately $2.9 billion in 2004 on a pro forma basis. The company focuses on global niche niche: see ecology. niche Smallest unit of a habitat that is occupied by an organism. A habitat niche is the physical space occupied by the organism; an ecological niche is the role the organism plays in the community of organisms found in the segments of the specialty chemicals and advanced materials markets, including specialty chemicals, performance additives, titanium dioxide pigments, advanced ceramics, custom synthesis A combination, derivation or compilation. See logic synthesis. (programming, specification) synthesis - The process of deriving (efficient) programs from (clear) specifications. See also program transformation. , specialty compounds and electronics. For more information on Rockwood, please visit www.rocksp.com. The information set forth in this press release contains certain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries and affiliates ("Rockwood"). Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "predicts" and variations of such words or expressions are intended to identify forward-looking statements. Although Rockwood believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. "Forward-looking statements" consist of all non-historical information, including the statements referring to the prospects and future performance of Rockwood. Actual results could differ materially from those projected in Rockwood's forward-looking statements due to numerous known and unknown risks and uncertainties, including, among other things, the "Risk Factors" described in Rockwood's Registration Statement on Form S-1 (Amendment No. 6) dated August 8, 2005 on file with the Securities and Exchange Commission. Rockwood does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
Rockwood Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Dollars in millions except per share amounts; shares in thousands)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2005 2004 2005 2004
---------- -------- --------- ---------
NET SALES $ 771.7 $ 533.6 $2,358.8 $1,027.9
COST OF PRODUCTS SOLD 538.2 403.0 1,636.7 756.3
---------- -------- --------- ---------
GROSS PROFIT 233.5 130.6 722.1 271.6
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 143.8 106.1 451.5 177.2
RESTRUCTURING CHARGES, net 2.9 0.1 8.7 0.1
MANAGEMENT SERVICES AGREEMENT
TERMINATION FEE 10.0 - 10.0 -
---------- -------- --------- ---------
OPERATING INCOME 76.8 24.4 251.9 94.3
---------- -------- --------- ---------
OTHER INCOME (EXPENSES)
Interest expense, net (55.4) (53.8) (177.6) (100.0)
Loss on early extinguishment
of debt (26.6) - (26.6) -
Refinancing expenses - (2.8) - (2.8)
Foreign exchange gain (loss),
net 2.1 (43.9) 116.1 (35.3)
Other, net - - - (4.0)
---------- -------- --------- ---------
Net (79.9) (100.5) (88.1) (142.1)
(LOSS) INCOME BEFORE TAXES
AND MINORITY INTEREST (3.1) (76.1) 163.8 (47.8)
INCOME TAX PROVISION (BENEFIT) 10.8 16.5 52.5 (1.6)
---------- -------- --------- ---------
NET (LOSS) INCOME BEFORE
MINORITY INTEREST (13.9) (59.6) 111.3 (46.2)
MINORITY INTEREST 0.6 - 2.3 -
---------- -------- --------- ---------
NET (LOSS) INCOME $ (13.3) $ (59.6) $ 113.6 $ (46.2)
========== ======== ========= =========
Per share data:
BASIC (LOSS) EARNINGS PER
COMMON SHARE $ (0.25) $ (1.50) $ 2.02 $ (1.80)
========== ======== ========= =========
DILUTED (LOSS) EARNINGS PER
COMMON SHARE $ (0.25) $ (1.50) $ 1.98 $ (1.80)
========== ======== ========= =========
Weighted average number of
basic shares outstanding 61,845 40,354 54,197 27,326
========== ======== ========= =========
Weighted average number of
diluted shares outstanding 61,845 40,354 55,092 27,326
========== ======== ========= =========
Rockwood Holdings, Inc. and Subsidiaries
Third Quarter Results As Reported
Net Sales Adj. EBITDA
------------------------- -------------------------
($M) Q3 2004 Q3 2005 % Change Q3 2004 Q3 2005 % Change
------------------------- -------------------------
Performance
Additives $158.3 $170.7 7.8% $ 35.5 $ 36.9 3.9%
Specialty
Compounds 52.0 57.6 10.8% 7.3 6.6 -9.6%
Electronics 43.2 46.9 8.6% 7.6 7.7 1.3%
Specialty
Chemicals 116.6 202.6 73.8% 21.1 40.8 93.4%
Titanium
Dioxide
Pigments 68.9 106.6 54.7% 14.1 21.5 52.5%
Advanced
Ceramics 56.6 95.3 68.4% 13.3 24.5 84.2%
Groupe
Novasep 38.0 92.0 142.1% 5.2 12.3 136.5%
Corporate - - (9.0) (10.3) 14.4%
---------------------------------------------------
Total
Rockwood $533.6 $771.7 44.6% $ 95.1 $140.0 47.2%
Adj. EBITDA
Margin 17.8% 18.1% 0.3 ppt
Year-to-Date Nine Months Results As Reported
Net Sales
--------------------------------
($M) YTD 2004 YTD 2005 % Change
--------------------------------
Performance Additives $ 470.5 $ 520.3 10.6%
Specialty Compounds 152.5 177.8 16.6%
Electronics 124.8 134.6 7.9%
Specialty Chemicals 116.6 642.3 450.9%
Titanium Dioxide Pigments 68.9 320.3 364.9%
Advanced Ceramics 56.6 283.6 401.1%
Groupe Novasep 38.0 279.9 636.6%
Corporate - -
--------------------------------
Total Rockwood $ 1,027.9 $ 2,358.8 129.5%
Adj. EBITDA Margin
Adj. EBITDA
--------------------------------
($M) YTD 2004 YTD 2005 % Change
--------------------------------
Performance Additives $ 114.2 $ 118.3 3.6%
Specialty Compounds 22.3 21.3 -4.5%
Electronics 21.6 20.5 -5.1%
Specialty Chemicals 21.1 133.2 531.3%
Titanium Dioxide Pigments 14.1 64.5 357.4%
Advanced Ceramics 13.3 70.0 426.3%
Groupe Novasep 5.2 35.3 578.8%
Corporate (17.5) (29.4) 68.0%
--------------------------------
Total Rockwood $ 194.3 $ 433.7 123.2%
Adj. EBITDA Margin 18.9% 18.4% -0.5 ppt
Rockwood Holdings, Inc. and Subsidiaries
Third Quarter Results Pro-forma
---------------------------------
Net Sales Adj. EBITDA
------------------------- -------------------------
($M) Q3 2004 Q3 2005 % Change Q3 2004 Q3 2005 % Change
------------------------- -------------------------
Performance
Additives $169.5 $170.7 0.7% $ 36.9 $ 36.9 0.0%
Specialty
Compounds 52.0 57.6 10.8% 7.3 6.6 -9.6%
Electronics 43.2 46.9 8.6% 7.6 7.7 1.3%
Specialty
Chemicals 178.4 202.6 13.6% 33.1 40.8 23.3%
Titanium
Dioxide
Pigments 102.3 106.6 4.2% 21.0 21.5 2.4%
Advanced
Ceramics 86.6 95.3 10.0% 20.4 24.5 20.1%
Groupe
Novasep 81.9 92.0 12.3% 15.0 12.3 -18.0%
Corporate - - (7.7) (10.3) 33.8%
---------------------------------------------------
Total
Rockwood $713.9 $771.7 8.1% $133.6 $140.0 4.8%
Adj. EBITDA
Margin 18.7% 18.1% -0.6 ppt
Year-to-Date Nine Months Results Pro-forma
Net Sales
--------------------------------
($M) YTD 2004 YTD 2005 % Change
--------------------------------
Performance Additives $ 514.4 $ 520.3 1.1%
Specialty Compounds 152.5 177.8 16.6%
Electronics 124.8 134.6 7.9%
Specialty Chemicals 555.1 642.3 15.7%
Titanium Dioxide Pigments 315.1 320.3 1.7%
Advanced Ceramics 259.8 283.6 9.2%
Groupe Novasep 236.2 279.9 18.5%
Corporate - -
--------------------------------
Total Rockwood $ 2,157.9 $ 2,358.8 9.3%
Adj. EBITDA Margin
Adj. EBITDA
--------------------------------
($M) YTD 2004 YTD 2005 % Change
--------------------------------
Performance Additives $ 120.1 $ 118.3 -1.5%
Specialty Compounds 22.3 21.3 -4.5%
Electronics 21.6 20.5 -5.1%
Specialty Chemicals 104.4 133.2 27.6%
Titanium Dioxide Pigments 61.3 64.5 5.2%
Advanced Ceramics 59.0 70.0 18.6%
Groupe Novasep 41.2 35.3 -14.3%
Corporate (27.2) (29.4) 8.1%
--------------------------------
Total Rockwood $ 402.7 $ 433.7 7.7%
Adj. EBITDA Margin 18.7% 18.4% -0.3 ppt
Rockwood Holdings, Inc. and Subsidiaries
Reconciliation of Segment Sales and Adjusted EBITDA:
2004 Pro-forma to 2005
------------------------
Third Quarter
---------------
Three Months Ended
----------------------
(millions) September 30,
----------------------
2005 2004 Total Total
---------- ----------- ------------ ------------
(Actual) (Pro-Forma) Change in $ Change in %
---------- ----------- ------------ ------------
Net Sales:
Performance
Additives $ 170.70 $ 169.5 $ 1.2 0.7 %
Specialty Compounds 57.6 52.0 5.6 10.8
Electronics 46.9 43.2 3.7 8.6
Specialty Chemicals 202.6 178.4 24.2 13.6
Titanium Dioxide
Pigments 106.6 102.3 4.3 4.2
Advanced Ceramics 95.3 86.6 8.7 10.0
Groupe Novasep 92.0 81.9 10.1 12.3
---------------------- ------------ ------------
Total $ 771.7 $ 713.9 $ 57.8 8.1 %
====================== ============ ============
Foreign
(millions) Exchange Organic Organic
Effect in $ Change in $ Change in %
-------------- ------------ ------------
Net Sales:
Performance Additives (0.2) $ 1.4 $ 0.8 %
Specialty Compounds - 5.6 10.8
Electronics 0.6 3.1 7.2
Specialty Chemicals 1.3 22.9 12.8
Titanium Dioxide Pigments (0.2) 4.5 4.4
Advanced Ceramics (0.2) 8.9 10.3
Groupe Novasep 1.7 8.4 10.3
-------------- ------------ ------------
Total $ 3.0 $ 54.8 $ 7.7 %
============== ============ ============
Three Months Ended
----------------------
(millions) September 30,
----------------------
2005 2004 Total Total
---------- ----------- ------------ ------------
(Actual) (Pro-Forma) Change in $ Change in %
---------- ----------- ------------ ------------
Adjusted EBITDA:
Performance
Additives $ 36.9 $ 36.9 $ - - %
Specialty Compounds 6.6 7.3 (0.7) (9.6)
Electronics 7.7 7.6 0.1 1.3
Specialty Chemicals 40.8 33.1 7.7 23.3
Titanium Dioxide
Pigments 21.5 21.0 0.5 2.4
Advanced Ceramics 24.5 20.4 4.1 20.1
Groupe Novasep 12.3 15.0 (2.7) (18.0)
Corporate (10.3) (7.7) (2.6) 33.8
---------------------- ------------ ------------
Totals $ 140.0 $ 133.6 $ 6.4 4.8 %
====================== ============ ============
Foreign
(millions) Exchange Organic Organic
Effect in $ Change in $ Change in %
-------------- ------------ ------------
Adjusted EBITDA:
Performance Additives $ 0.5 $ (0.5) (1.4)%
Specialty Compounds - (0.7) (9.6)
Electronics 0.1 - -
Specialty Chemicals 0.2 7.5 22.7
Titanium Dioxide Pigments (0.1) 0.6 2.9
Advanced Ceramics (0.1) 4.2 20.6
Groupe Novasep - (2.7) (18.0)
Corporate 0.1 (2.7) 35.1
-------------- ------------ ------------
Totals $ 0.7 $ 5.7 4.3 %
============== ============ ============
Year-to-Date
--------------
Nine Months Ended
----------------------
(millions) September 30,
----------------------
2005 2004 Total Total
---------- ----------- ------------ ------------
(Actual) (Pro-Forma) Change in $ Change in %
---------- ----------- ------------ ------------
Net Sales:
Performance
Additives $ 520.3 $ 514.4 $ 5.9 1.1 %
Specialty Compounds 177.8 152.5 25.3 16.6
Electronics 134.6 124.8 9.8 7.9
Specialty Chemicals 642.3 555.1 87.2 15.7
Titanium Dioxide
Pigments 320.3 315.1 5.2 1.7
Advanced Ceramics 283.6 259.8 23.8 9.2
Groupe Novasep 279.9 236.2 43.7 18.5
---------------------- ------------ ------------
Total $ 2,358.8 $ 2,157.9 $ 200.9 9.3 %
====================== ============ ============
Foreign
(millions) Exchange Organic Organic
Effect in $ Change in $ Change in %
-------------- ------------ ------------
Net Sales:
Performance Additives $ 3.6 $ 2.3 0.4 %
Specialty Compounds 1.5 23.8 15.6
Electronics 3.0 6.8 5.4
Specialty Chemicals 17.6 69.6 12.5
Titanium Dioxide Pigments 9.3 (4.1) (1.3)
Advanced Ceramics 7.5 16.3 6.3
Groupe Novasep 8.3 35.4 15.0
-------------- ------------ ------------
Total $ 50.8 $ 150.1 7.0 %
============== ============ ============
Nine Months Ended
----------------------
(millions) September 30,
----------------------
2005 2004 Total Total
---------- ----------- ------------ ------------
(Actual) (Pro-Forma) Change in $ Change in %
---------- ----------- ------------ ------------
Adjusted EBITDA:
Performance
Additives $ 118.3 $ 120.1 $ (1.8) (1.5)%
Specialty Compounds 21.3 22.3 (1.0) (4.5)
Electronics 20.5 21.6 (1.1) (5.1)
Specialty Chemicals 133.2 104.4 28.8 27.6
Titanium Dioxide
Pigments 64.5 61.3 3.2 5.2
Advanced Ceramics 70.0 59.0 11.0 18.6
Groupe Novasep 35.3 41.2 (5.9) (14.3)
Corporate (29.4) (27.2) (2.2) 8.1
---------------------- ------------ ------------
Total $ 433.7 $ 402.7 $ 31.0 7.7 %
====================== ============ ============
Foreign
(millions) Exchange Organic Organic
Effect in $ Change in $ Change in %
-------------- ------------ ------------
Adjusted EBITDA:
Performance Additives $ 1.6 $ (3.4) (2.8)%
Specialty Compounds 0.2 (1.2) (5.4)
Electronics 0.1 (1.2) (5.6)
Specialty Chemicals 3.8 25.0 23.9
Titanium Dioxide Pigments 1.9 1.3 2.1
Advanced Ceramics 1.9 9.1 15.4
Groupe Novasep 0.8 (6.7) (16.3)
Corporate (1.1) (1.1) 4.0
-------------- ------------ ------------
Total $ 9.2 $ 21.8 5.4 %
============== ============ ============
Rockwood Holdings, Inc. and Subsidiaries
Reconciliation of Net Income before Taxes to Adjusted EBITDA by
Segment
---------
Third Quarter: As Reported
----------------------------
Titanium
Performance Specialty Electronics Specialty Dioxide
($ in millions) Additives Compounds Chemicals Pigments
--------------- ----------- --------- ----------- ---------- ---------
Three months
ended
September 30,
2005
Income (loss)
before taxes
and minority
interest $ 19.2 $ 5.3 $ 2.9 $ 25.0 $ 4.9
Interest, net 6.9 (0.7) 1.5 5.2 7.8
Depreciation
and
amortization 7.9 1.4 4.2 9.8 8.8
Restructuring
and related
charges 1.5 - 0.1 0.5 -
CCA litigation
defense costs - - - - -
Systems
/organization
establishment
expenses 0.3 - - - -
Management
services
agreement
termination
fee - - - - -
Loss on early
extinguishment
of debt 1.1 0.6 0.3 - -
Foreign
exchange
(gain) loss - - (1.3) 0.3 -
Other - - - - -
------------------------------------------------------
Total
Adjusted
EBITDA $ 36.9 $ 6.6 $ 7.7 $ 40.8 $ 21.5
======================================================
Advanced Groupe Corporate Consolidated
($ in millions) Ceramics Novasep
------------------- -------- ------- --------- ------------
Three months ended
September 30, 2005
Income (loss) before
taxes and minority
interest $ 8.2 $ (0.8) $ (67.8) $ (3.1)
Interest, net 8.3 4.0 22.4 55.4
Depreciation and
amortization 7.4 9.1 0.9 49.5
Restructuring and
related charges 0.6 0.2 - 2.9
CCA litigation defense
costs - - (0.1) (0.1)
Systems/organization
establishment
expenses - - 1.1 1.4
Management services
agreement
termination fee - - 10.0 10.0
Loss on early
extinguishment of
debt - - 24.6 26.6
Foreign exchange
(gain) loss - (0.2) (0.9) (2.1)
Other - - (0.5) (0.5)
Total Adjusted EBITDA $ 24.5 $ 12.3 $ (10.3) $ 140.0
Titanium
Performance Specialty Electronics Specialty Dioxide
($ in millions) Additives Compounds Chemicals Pigments
--------------- ----------- --------- ----------- ---------- ---------
Three months
ended
September 30,
2004
Income (loss)
before taxes
and minority
interest $ 19.9 $ 6.1 $ 0.2 $ (1.9) $ 5.2
Interest, net 6.8 (0.1) 1.2 2.7 1.1
Depreciation
and
amortization 7.7 1.3 5.2 6.3 3.5
Restructuring and
related
charges 0.2 - - (0.1) -
Systems
/organization
establishment
expenses - - - - -
Inventory
write-up
reversal 0.5 - - 12.7 4.3
Refinancing
expenses - - - - -
Loss from
disposed
businesses - - - - -
Foreign
exchange
(gain) loss 0.4 - 1.0 - -
Other - - - 1.4 -
------------------------------------------------------
Total
Adjusted
EBITDA $ 35.5 $ 7.3 $ 7.6 $ 21.1 $ 14.1
======================================================
Advanced Groupe Corporate Consolidated
($ in millions) Ceramics Novasep
------------------- -------- ------- --------- ------------
Three months ended
September 30, 2004
Income (loss) before
taxes and minority
interest $ (5.7) $ (4.6) $ (95.3) $ (76.1)
Interest, net 0.8 2 39.3 53.8
Depreciation and
amortization 3.8 4.2 0.2 32.2
Restructuring and
related charges - - - 0.1
Systems/organization
establishment
expenses - - 1.5 1.5
Inventory write-up
reversal 14.4 2.8 - 34.7
Refinancing expenses - - 2.8 2.8
Loss from disposed
businesses - 0.8 - 0.8
Foreign exchange
(gain) loss - - 42.5 43.9
Other - - - 1.4
Total Adjusted EBITDA $ 13.3 $ 5.2 $ (9.0) $ 95.1
Year-to-Date: As Reported
Titanium
Performance Specialty Electronics Specialty Dioxide
($ in millions) Additives Compounds Chemicals Pigments
----------------- ----------- --------- ----------- --------- --------
Nine months
ended
September 30,
2005
Income (loss)
before taxes
and minority
interest $ 66.3 $ 17.2 $ 4.4 $ 69.0 $ 12.9
Interest, net 20.6 (0.8) 4.0 27.0 24.1
Depreciation
and
amortization 24.6 4.3 12.5 33.8 27.5
Restructuring and
related
charges 4.7 - 2.1 1.6 -
CCA litigation
defense costs 1.3 - - - -
Systems
/organization
establishment
expenses 0.3 - - - -
Cancelled
acquisition
and disposal
costs 0.2 - - - -
Inventory
write-up
reversal - - - - -
Management
services
agreement
termination
fee - - - - -
Loss on early
extinguishment
of debt 1.1 0.6 0.3 - -
Foreign
exchange
(gain) loss (0.8) - (2.8) 1.8 -
Other - - - - -
----------- --------- ----------- --------- --------
Total Adjusted
EBITDA $ 118.3 $ 21.3 $ 20.5 $ 133.2 $ 64.5
=========== ========= =========== ========= ========
Advanced Groupe Corporate Consolidated
($ in millions) Ceramics Novasep
--------------------- -------- ------- --------- ------------
Nine months ended
September 30, 2005
Income (loss) before
taxes and minority
interest $ 20.7 $ (7.0) $ (19.7) $ 163.8
Interest, net 26.4 11.8 64.5 177.6
Depreciation and
amortization 22.2 27.1 2.7 154.7
Restructuring and
related charges 0.6 0.2 - 9.2
CCA litigation defense
costs - - 0.1 1.4
Systems/organization
establishment
expenses - - 3.0 3.3
Cancelled acquisition
and disposal costs - - 0.4 0.6
Inventory write-up
reversal - 3.1 - 3.1
Management services
agreement
termination fee - - 10.0 10.0
Loss on early
extinguishment of
debt - - 24.6 26.6
Foreign exchange
(gain) loss 0.1 (0.1) (114.5) (116.1)
Other - - (0.5) (0.5)
Total
Adjusted EBITDA $ 70.0 $ 35.5 $ (29.4) $ 433.7
Titanium
Performance Specialty Electronics Specialty Dioxide
($ in millions) Additives Compounds Chemicals Pigments
----------------- ----------- --------- ----------- --------- --------
Nine months
ended
September 30,
2004
Income (loss)
before taxes
and minority
interest $ 71.1 $ 18.5 $ 3.0 $ (1.9) $ 5.2
Interest
expense, net 21.4 (0.3) 4.1 2.7 1.1
Depreciation
and
amortization 21.8 4.1 15.5 6.3 3.5
Restructuring and
related
charges 0.2 - - (0.1) -
Systems
/organization
establishment
expenses - - - - -
Cancelled
acquisition
and disposal
costs - - - - -
Stamp duty
tax - - - - -
Inventory
write-up
reversal 0.5 - - 12.7 4.3
Refinancing
expenses - - - - -
Loss from
disposed
businesses - - - - -
Foreign
exchange
(gain) loss (0.8) - (1.0) - -
Other - - - 1.4 -
----------- --------- ----------- --------- --------
Total Adjusted
EBITDA $ 114.2 $ 22.3 $ 21.6 $ 21.1 $ 14.1
=========== ========= =========== ========= ========
Advanced Groupe Corporate Consolidated
($ in millions) Ceramics Novasep
--------------------- -------- ------- --------- ------------
Three months ended
September 30, 2004
Income (loss) before
taxes and minority
interest $ (5.7) $ (4.6) $ (133.4) $ (47.8)
Interest
expense, net 0.8 2.0 68.2 100.0
Depreciation and
amortization 3.8 4.2 1.2 60.4
Restructuring and
related charges - - - 0.1
Systems/organization
establishment
expenses - - 2.5 2.5
Cancelled acquisition
and disposal costs - - 0.1 0.1
Stamp duty tax - - 4.0 4.0
Inventory write-up
reversal 14.4 2.8 - 34.7
Refinancing expenses - - 2.8 2.8
Loss from disposed
businesses - 0.8 - 0.8
Foreign exchange
(gain) loss - - 37.1 35.3
Other - - - 1.4
Total Adjusted EBITDA $ 13.3 $ 5.2 $ (17.5) $ 194.3
Rockwood Holdings, Inc. and Subsidiaries
Reconciliation of Net Income before Taxes to Adjusted EBITDA by
Segment
Third Quarter: Pro-Forma
Titanium
Performance Specialty Electronics Specialty Dioxide
($ in millions) Additives Compounds Chemicals Pigments
--------------- ----------- --------- ----------- ---------- ---------
Three months
ended
September 30,
2004
Income (loss)
before taxes
and minority
interest $ 19.7 $ 5.5 $ (0.3) $ (8.1) $ 2.8
Interest
expense, net 7.5 (0.1) 1.7 11.3 7.2
Depreciation
and
amortization 8.6 1.9 5.2 9.5 7.1
Restructuring and
related
charges 0.2 - - - -
Systems
/organization
establishment
expenses - - - - -
Inventory
write-up
reversal 0.5 - - 12.7 4.3
Refinancing
expenses - - - - -
Loss on
disposed
businesses - - - - -
Foreign
exchange
loss 0.4 - 1.0 1.1 -
Other - - - 6.6 (0.4)
----------- --------- ----------- ---------- ---------
Total Adjusted
EBITDA $ 36.9 $ 7.3 $ 7.6 $ 33.1 $ 21.0
=========== ========= =========== ========== =========
Advanced Groupe Corporate Consolidated
($ in millions) Ceramics Novasep
--------------------- -------- ------- --------- ------------
Three months ended
September 30, 2004
Income (loss) before
taxes and minority
interest $ (5.6) $ 3.2 $ (78.3) $ (61.1)
Interest
expense, net 7.7 2.7 22.1 60.1
Depreciation and
amortization 6.3 6.0 0.2 44.8
Restructuring and
related charges - - - 0.2
Systems/organization
establishment
expenses - - 1.5 1.5
Inventory write-up
reversal 14.4 2.8 - 34.7
Refinancing expenses - - 2.8 2.8
Loss on disposed
businesses - - 0.8 0.8
Foreign exchange
loss - - 42.7 45.2
Other (2.4) 0.3 0.5 4.6
Total Adjusted EBITDA $ 20.4 $ 15.0 $ (7.7) $ 133.6
Titanium
Performance Specialty Electronics Specialty Dioxide
($ in millions) Additives Compounds Chemicals Pigments
--------------- ----------- --------- ----------- ---------- ---------
Nine months
ended
September 30,
2005
Income (loss)
before taxes
and minority
interest $ 72.0 $ 16.9 $ 2.0 $ 22.7 $ 14.3
Interest
expense, net 22.5 (0.4) 5.0 33.8 21.8
Depreciation
and
amortization 25.7 5.8 15.6 28.6 21.3
Restructuring
and related
charges 0.2 - - - -
Systems
/organization
establishment
expenses - - - - -
Cancelled
acquisition and
disposal costs - - - - -
Stamp duty tax - - - - -
Inventory
write-up
reversal 0.5 - - 12.7 4.3
Refinancing
expenses - - - - -
Loss on
disposed
businesses - - - - -
Foreign
exchange
(gain) loss (0.8) - (1.0) - -
Other - - - 6.6 (0.4)
------------------------------------------------------
Total Adjusted
EBITDA $ 120.1 $ 22.3 $ 21.6 $ 104.4 $ 61.3
======================================================
Advanced Groupe Corporate Consolidated
($ in millions) Ceramics Novasep
--------------------- -------- -------- ---------- ------------
Three months ended
September 30, 2004
Income (loss) before
taxes and minority
interest $ 4.5 $ 11.8 $ (145.6) $ (1.4)
Interest
expense, net 23.1 7.7 69.2 182.7
Depreciation and
amortization 19.1 18.1 0.7 134.9
Restructuring and
related charges 0.1 0.3 - 0.6
Systems/organization
establishment
expenses - - 2.5 2.5
Cancelled acquisition
and disposal costs - - 0.1 0.1
Stamp duty tax - - 4.0 4.0
Inventory write-up
reversal 14.4 2.8 - 34.7
Refinancing expenses - - 2.8 2.8
Loss on disposed
businesses - - 0.8 0.8
Foreign exchange
(gain) loss - - 37.3 35.5
Other (2.2) 0.5 1.0 5.5
Total Adjusted EBITDA $ 59.0 $ 41.2 $ (27.2) $ 402.7
Consolidated Reconciliation of Net Income to
Adjusted EBITDA As Reported
($in millions) Three months ended Nine months ended
September 30, September 30,
------------------- ------------------
2005 2004 2005 2004
---- ---- ---- ----
Net (loss) income $ (13.3) $ (59.6) $ 113.6 $ (46.2)
Income tax provision
(benefit) 10.8 (16.5) 52.5 (1.6)
Minority interest (0.6) - (2.3) -
------- ------- ------- -------
(Loss) income before taxes
and minority interes (3.1) (76.1) 163.8 (47.8)
Interest expense, net 55.4 53.8 177.6 100.0
Depreciation and amortization 49.5 32.2 154.7 60.4
Restructuring and related
charges 2.9 0.1 9.2 0.1
CCA litigation defense costs (0.1) - 1.4 -
Systems/organization
establishment expenses 1.4 1.5 3.3 2.5
Cancelled acquisitions and
disposition costs - - 0.6 0.1
Stamp duty tax - - - 4.0
Inventory write-up reversal - 34.7 3.1 34.7
Management services agreement
termination fee 10.0 - 10.0 -
Loss on early extinguishment
of debt 26.6 - 26.6 -
Refinancing expenses - 2.8 - 2.8
Loss from disposed businesses - 0.8 - 0.8
Foreign exchange (gain) loss (2.1) 43.9 (116.1) 35.3
Other (0.5) 1.4 (0.5) 1.4
------- ------- ------- -------
Total Adjusted EBITDA $ 140.0 $ 95.1 $ 433.7 $ 194.3
------- ------- ------- -------
Rockwood Holdings, Inc. and Subsidiaries
Consolidated Reconciliation of Net Income to Adjusted EBITDA
Pro-Forma
($ in millions) Three months ended Nine months ended
September 30, 2004 September 30, 2004
------------------ ------------------
Net loss $ (47.7) $ (8.2)
Income tax (benefit)
provision (13.4) 6.8
------------------ ------------------
Loss before taxes and
minority interest (61.1) (1.4)
Interest, net 60.1 182.7
Depreciation and amortization 44.8 134.9
Restructuring and related
charges 0.2 0.6
Systems/organization
establishment expenses 1.5 2.5
Cancelled acquisition and
disposition costs - 0.1
Stamp duty tax - 4.0
Inventory write-up reversal 34.7 34.7
Refinancing expenses 2.8 2.8
Loss from disposed businesses 0.8 0.8
Foreign exchange loss 45.2 35.5
Other 4.6 5.5
------------------ ------------------
Total Adjusted EBITDA $ 133.6 $ 402.7
------------------ ------------------
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