Exhibt 99.1
TRONOX INCORPORATED, et al,
Case No. 09-10156 (ALG)
(Debtors in possession)
Monthly Disbursements by Debtor
For the month of January 2009 (1/12-1/31)
| | | | | | | | |
| | | | | | Month |
| | | | | | | | |
Tronox Luxembourg S.ar.l | | | | | | $ | 1,889.82 | |
Tronox Incorporated | | | (1 | ) | | | | |
Tronox Worldwide LLC | | | | | | $ | 6,098.11 | |
Tronox Finance Corporation | | | (1 | ) | | | | |
Transworld Drilling Company | | | (1 | ) | | | | |
Triple S Minerals Resources Corp. | | | (1 | ) | | | | |
Trx Env Mgmt-(W.C.)-Rare Earths Facility | | | (1 | ) | | | | |
Cimarron Corporation | | | (1 | ) | | | | |
Triple S | | | (1 | ) | | | | |
Triple S Refining Corporation | | | (1 | ) | | | | |
Tronox LLC | | | | | | $ | 33,578,175.17 | |
Tronox Pigments (Savannah), Inc. | | | | | | $ | 1,594,215.09 | |
Tronox Holdings, Inc. | | | (1 | ) | | | | |
Southwestern Refining Company, Inc. | | | (1 | ) | | | | |
Triangle Refineries, Inc. | | | (1 | ) | | | | |
| | |
(1) | | These entities do not make disbursements. The Company’s integrated cash management system disburses funds from Tronox LLC, Tronox Worldwide LLC and Tronox Pigments (Savannah) Inc. on behalf of such entities.” |
TRONOX INCORPORATED, et al,
Case No. 09-10156 (ALG)
(Debtors in possession)
TRONOX INCORPORATED CHAPTER 11 DEBTORS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share data)
(Unaudited)
| | | | |
| | Month Ended | |
| | January 31, 2009 | |
Net sales | | $ | 50.4 | |
Cost of goods sold | | | 41.7 | |
| | | |
Gross margin | | | 8.7 | |
Selling, general and administrative expenses | | | 5.0 | |
| | | |
| | | 3.7 | |
Interest and debt expense | | | 3.2 | |
Other (income) expense, net | | | 1.4 | |
Reorganization items | | | 14.9 | |
| | | |
Loss from continuing operations before income taxes | | | (15.8 | ) |
Income tax benefit (provision) | | | — | |
| | | |
Loss from continuing operations | | | (15.8 | ) |
Income (loss) from discontinued operations, net of tax | | | 0.4 | |
| | | |
Net loss | | $ | 16.2 | |
| | | |
See Note 1
2
TRONOX INCORPORATED, et al,
Case No. 09-10156 (ALG)
(Debtors in possession)
TRONOX INCORPORATED CHAPTER 11 DEBTORS
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
| | | | |
| | January 31, 2009 | |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 15.0 | |
Notes and accounts receivable intercompany | | | 306.8 | |
Accounts receivable, third parties | | | 99.2 | |
Inventories, net | | | 175.0 | |
Prepaid and other assets | | | 14.4 | |
Income tax receivable | | | 0.5 | |
Deferred income taxes | | | 1.2 | |
| | | |
Total current assets | | | 612.1 | |
Property, plant and equipment, net | | | 363.2 | |
Intercompany advances | | | 108.5 | |
Other long-term assets | | | 421.6 | |
| | | |
Total Assets | | $ | 1,505.4 | |
| | | |
| | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
Current liabilities: | | | | |
Accounts payable, third parties | | $ | 23.7 | |
Accrued liabilities | | | 68.1 | |
Long-term debt due within one year | | | 61.3 | |
Income taxes payable | | | 3.1 | |
Long-term debt classified as current | | | 211.2 | |
| | | |
Total current liabilities | | | 367.4 | |
| | | |
Noncurrent liabilities: | | | | |
Deferred income taxes | | | 5.4 | |
Environmental remediation and/or restoration | | | 129.0 | |
Notes and advances payable, intercompany | | | 8.2 | |
Other | | | 118.9 | |
| | | |
Total liabilities not subject to compromise | | | 628.9 | |
| | | |
| | | | |
Minority Interest | | | 3.4 | |
| | | | |
Liabilities subject to compromise | | | 438.3 | |
| | | | |
Commitments and contingencies | | | — | |
| | | | |
Stockholders’ equity | | | | |
Common stock | | | 0.4 | |
Capital in excess of par value | | | 495.4 | |
3
| | | | |
| | January 31, 2009 | |
Retained earnings (accumulated deficit) | | | (19.8 | ) |
Accumulated other comprehensive income (loss) | | | (34.5 | ) |
Treasury stock, at cost | | | (6.7 | ) |
| | | |
Total stockholders’ equity | | | 434.8 | |
| | | |
Total liabilities and stockholders’ equity | | $ | 1,505.4 | |
| | | |
See Note 1
4
TRONOX INCORPORATED, et al,
Case No. 09-10156 (ALG)
(Debtors in possession)
Note 1
The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the U.S. Debtors in accordance with GAAP, and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the Bankruptcy Code and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the 2007 Form 10-K and the 2008 Forms 10-Q.
The unaudited financial statements contained in the Monthly Operating Statement have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
5
Tronox Chapter 11 Debtors
Schedule of Federal, State and Local Taxes Collected, Withheld or Paid
Month Ended January 31, 2009
| | | | | | | | | | | | |
| | Pre-Petition | | Post-Petition | | Total |
| | Amount | | Amount | | Amount |
1 Gross Salaries and Wages | | | 2,687,516.95 | | | | 2,968,302.02 | | | | 5,655,818.97 | |
2 Payroll Taxes Withheld | | | 622,203.04 | | | | 687,151.51 | | | | 1,309,354.55 | |
3 Employer Payroll Tax contributed | | | 239,927.26 | | | | 263,373.31 | | | | 503,300.57 | |
4 Use tax Paid | | | 0.00 | | | | 0.00 | | | | 0.00 | |
5 Property Taxes Paid | | | 0.00 | | | | 0.00 | | | | 0.00 | |
6 Franchise Taxes Paid | | | 0.00 | | | | 0.00 | | | | 0.00 | |
7 Other Taxes Paid | | | 0.00 | | | | 180.00 | | | | 180.00 | |
Non-Trust Fund pre-petition taxes were not paid in January 2009. The Bankruptcy court issued an order on February 6, 2009 to allow the company the discretion to begin paying these taxes. No post-petition non-trust fund taxes were due in January 2009.
6
TRONOX INCORPORATED, et al,
Case No. 09-10156 (ALG)
(Debtors in possession)
Tronox Chapter 11 Debtors
Schedule of Federal, State and Local Taxes Collected, Withheld or Paid
Month Ended January 31, 2009
| | | | | | | | | | | | | | | | | | | | |
| | | | Pre-Petition | | Post-Petition | | Total | | | | Item |
Debtor Entity | | Date | | Amount | | Amount | | Amount | | Type of Tax | | Number |
| | | | | | | | | | | | | | | | | | | | |
Tronox Pigments (Savannah) Inc. | | 1/2/2009 | | | 26,510.58 | | | | | | | | 26,510.58 | | | employer payroll taxes contributed | | | 3 | |
Tronox Pigments (Savannah) Inc. | | 1/2/2009 | | | 64,450.71 | | | | | | | | 64,450.71 | | | payroll taxes withheld | | | 2 | |
Triple S Environmental Corporation | | 1/7/2009 | | | 286.61 | | | | | | | | 286.61 | | | employer payroll taxes contributed | | | 3 | |
Triple S Environmental Corporation | | 1/7/2009 | | | 701.35 | | | | | | | | 701.35 | | | payroll taxes withheld | | | 2 | |
Tronox LLC | | 1/7/2009 | | | 195,843.43 | | | | | | | | 195,843.43 | | | employer payroll taxes contributed | | | 3 | |
Tronox LLC | | 1/7/2009 | | | 507,829.27 | | | | | | | | 507,829.27 | | | payroll taxes withheld | | | 2 | |
Tronox Pigments (Savannah) Inc. | | 1/7/2009 | | | 17,286.64 | | | | | | | | 17,286.64 | | | employer payroll taxes contributed | | | 3 | |
Tronox Pigments (Savannah) Inc. | | 1/7/2009 | | | 49,221.71 | | | | | | | | 49,221.71 | | | payroll taxes withheld | | | 2 | |
Tronox Pigments (Savannah) Inc. | | 1/16/2009 | | | | | | | 25,605.59 | | | | 25,605.59 | | | employer payroll taxes contributed | | | 3 | |
Tronox Pigments (Savannah) Inc. | | 1/16/2009 | | | | | | | 63,136.70 | | | | 63,136.70 | | | payroll taxes withheld | | | 2 | |
Triple S Environmental Corporation | | 1/23/2009 | | | | | | | 286.61 | | | | 286.61 | | | employer payroll taxes contributed | | | 3 | |
Triple S Environmental Corporation | | 1/23/2009 | | | | | | | 701.37 | | | | 701.37 | | | payroll taxes withheld | | | 2 | |
Tronox LLC | | 1/23/2009 | | | | | | | 192,538.54 | | | | 192,538.54 | | | employer payroll taxes contributed | | | 3 | |
Tronox LLC | | 1/23/2009 | | | | | | | 496,665.97 | | | | 496,665.97 | | | payroll taxes withheld | | | 2 | |
Tronox Pigments (Savannah) Inc. | | 1/23/2009 | | | | | | | 18,519.28 | | | | 18,519.28 | | | employer payroll taxes contributed | | | 3 | |
Tronox Pigments (Savannah) Inc. | | 1/23/2009 | | | | | | | 55,872.25 | | | | 55,872.25 | | | payroll taxes withheld | | | 2 | |
Tronox LLC | | 1/28/2009 | | | | | | | 90.00 | | | | 90.00 | | | City of Seattle license fee | | | 7 | |
Tronox LLC | | 1/28/2009 | | | | | | | 10.00 | | | | 10.00 | | | Rhode Island license fee | | | 7 | |
Tronox LLC | | 1/28/2009 | | | | | | | 80.00 | | | | 80.00 | | | City of Tacoma License fee | | | 7 | |
Tronox Pigments (Savannah) Inc. | | 1/30/2009 | | | | | | | 26,423.29 | | | | 26,423.29 | | | employer payroll taxes contributed | | | 3 | |
Tronox Pigments (Savannah) Inc. | | 1/30/2009 | | | | | | | 70,775.22 | | | | 70,775.22 | | | payroll taxes withheld | | | 2 | |
7
TRONOX INCORPORATED, et al,
Case No. 09-10156 (ALG)
(Debtors in possession)
PAYMENTS TO INSIDERS AND PROFESSIONALS
For the month and YTD period January 12, 2009 — January 31, 2009
INSIDERS
| | | | | | | | | | |
| | | | CURRENT PERIOD | | TOTAL AMOUNT |
NAME | | TYPE OF PAYMENT | | AMOUNT PAID | | PAID TO DATE |
Wanlass, Dennis L | | Payroll and Exp reimbursement | | | 33,174.27 | | | | 33,174.27 | |
Green, Kelly A | | Payroll | | | 10,230.76 | | | | 10,230.76 | |
Mikkelson, Mary A | | Payroll | | | 13,423.09 | | | | 13,423.09 | |
Romano, John D | | Payroll | | | 10,230.76 | | | | 10,230.76 | |
Wachnowsky, Stephen T | | Payroll | | | 10,000.00 | | | | 10,000.00 | |
TOTAL PAYMENTS TO INSIDERS | | | 43,884.61 | | | | 43,884.61 | |
PROFESSIONALS
| | | | | | | | | | | | | | | | |
| | DATE OF COURT | | | | | | | | |
| | ORDER | | | | | | | | |
| | AUTHORIZING | | AMOUNT | | CURRENT PERIOD | | TOTAL PAID | | TOTAL INCURRED |
NAME | | PAYMENT | | APPROVED | | AMOUNT PAID | | TO DATE | | & UNPAID |
| | | | | | | | | | | | | | | | |
TOTAL PAYMENTS TO PROFESSIONALS | | | | | 0.00 | | | | 0.00 | | | | 0 | |
8