SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1995 COMMISSION FILE NUMBER 1-5467
------------------ ------
VALHI, INC.
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 87-0110150
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5430 LBJ FREEWAY, SUITE 1700, DALLAS, TEXAS 75240-2697
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 233-1700
--------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.
YES X NO
--- ---
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON OCTOBER 31, 1995: 113,971,414.
-----------
VALHI, INC. AND SUBSIDIARIES
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - December 31, 1994
and September 30, 1995 3-4
Consolidated Statements of Income - Three
months ended September 30, 1994 and 1995 5
Consolidated Statements of Income - Nine
months ended September 30, 1994 and 1995 6
Consolidated Statements of Cash Flows - Nine
months ended September 30, 1994 and 1995 7-8
Consolidated Statement of Stockholders' Equity -
Nine months ended September 30, 1995 9
Notes to Consolidated Financial Statements 10-17
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 18-26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 27-28
Item 6. Exhibits and Reports on Form 8-K. 28
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 170,747 $ 171,337
Marketable securities 49,233 -
Accounts and notes receivable 200,985 264,861
Refundable income taxes 1,187 8,736
Receivable from affiliates 5,411 23,446
Inventories 498,097 324,099
Prepaid expenses 8,198 12,739
Deferred income taxes 2,276 2,354
---------- ----------
Total current assets 936,134 807,572
---------- ----------
Other assets:
Marketable securities 115,527 145,970
Investment in joint ventures 187,480 185,863
Natural resource properties 93,400 91,770
Prepaid pension cost 24,496 26,844
Goodwill 248,097 254,865
Deferred income taxes 2,827 792
Other 65,011 59,399
---------- ----------
Total other assets 736,838 765,503
---------- ----------
Property and equipment:
Land 38,393 42,875
Buildings 184,009 205,881
Equipment 809,758 867,703
Construction in progress 18,267 51,756
---------- ----------
1,050,427 1,168,215
Less accumulated depreciation 242,696 294,178
---------- ----------
Net property and equipment 807,731 874,037
---------- ----------
$2,480,703 $2,447,112
========== ==========
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ -------------
<S>
Current liabilities: <C> <C>
Notes payable $ 124,893 $ 76,707
Current long-term debt 62,625 73,448
Accounts payable 267,047 165,926
Accrued liabilities 157,646 164,501
Payable to affiliates 11,358 9,676
Income taxes 24,192 14,351
Deferred income taxes 8,461 2,051
---------- ----------
Total current liabilities 656,222 506,660
---------- ----------
Noncurrent liabilities:
Long-term debt 1,086,654 1,083,383
Accrued pension cost 76,344 75,391
Accrued OPEB cost 83,300 80,270
Accrued environmental costs 93,655 105,112
Deferred income taxes 226,789 285,555
Other 56,890 50,890
---------- ----------
Total noncurrent liabilities 1,623,632 1,680,601
---------- ----------
Minority interest 2,425 2,830
---------- ----------
Stockholders' equity:
Common stock 1,245 1,246
Additional paid-in capital 33,341 34,583
Retained earnings 209,071 242,217
Adjustments:
Currency translation (12,128) (5,838)
Marketable securities 37,669 55,973
Pension liabilities (506) (506)
Treasury stock (70,268) (70,654)
---------- ----------
Total stockholders' equity 198,424 257,021
---------- ----------
$2,480,703 $2,447,112
========== ==========
</TABLE>
[FN]
Commitments and contingencies (Note 13)
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA*
1994 1994 1995
-------- ---------- --------
<S>
Revenues and other income: <C> <C> <C>
Net sales $232,549 $457,749 $494,429
Other, net 1,960 10,268 9,903
-------- -------- --------
234,509 468,017 504,332
-------- -------- --------
Costs and expenses:
Cost of sales 177,978 348,719 363,086
Selling, general and administrative 32,270 81,646 84,888
Interest 8,146 29,069 30,782
-------- -------- --------
218,394 459,434 478,756
-------- -------- --------
Income of consolidated companies
before income taxes 16,115 8,583 25,576
Equity in losses of NL prior to
consolidation (5,533) - -
-------- -------- --------
Income before income taxes 10,582 8,583 25,576
Provision for income taxes 3,286 3,023 11,988
Minority interest - 124 (140)
-------- -------- --------
Income from continuing operations 7,296 $ 5,436 13,728
========
Discontinued operations (2,608) -
-------- --------
Net income $ 4,688 $ 13,728
======== ========
Earnings per common share:
Continuing operations $ .06 $.05 $.12
====
Discontinued operations (.02) -
----- ----
Net income $ .04 $.12
===== ====
Cash dividends per share $ .02 $.02 $.03
===== ==== ====
Average common shares outstanding 114,318 114,318 114,438
======= ======= =======
</TABLE>
[FN]
* Assuming the Company had consolidated NL Industries effective at the
beginning of 1994. See Note 1.
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRO FORMA*
1994 1994 1995
--------- ---------- ---------
<S> <C> <C> <C>
Revenues and other income:
Net sales $632,295 $1,296,457 $1,475,589
Other, net 6,653 43,191 24,581
-------- ---------- ----------
638,948 1,339,648 1,500,170
-------- ---------- ----------
Costs and expenses:
Cost of sales 481,353 983,064 1,073,407
Selling, general and administrative 91,003 255,023 247,012
Interest 25,988 89,047 95,989
-------- ---------- ----------
598,344 1,327,134 1,416,408
-------- ---------- ----------
Income of consolidated companies
before income taxes 40,604 12,514 83,762
Equity in losses of NL prior to
consolidation (23,491) - -
-------- ---------- ----------
Income before income taxes 17,113 12,514 83,762
Provision for income taxes 5,643 9,555 39,916
Minority interest - 620 346
-------- ---------- ----------
Income from continuing operations 11,470 $ 2,339 43,500
==========
Discontinued operations (4,531) -
-------- ----------
Net income $ 6,939 $ 43,500
======== ==========
Earnings per common share:
Continuing operations $ .10 $.02 $.38
====
Discontinued operations (.04) -
----- ----
Net income $ .06 $.38
===== ====
Cash dividends per share $ .06 $.06 $.09
===== ==== ====
Average common shares outstanding 114,299 114,299 114,407
======= ======= =======
</TABLE>
[FN]
* Assuming the Company had consolidated NL Industries effective at the
beginning of 1994. See Note 1.
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA*
1994 1994 1995
--------- ---------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 6,939 $ 2,339 $ 43,500
Depreciation, depletion and
amortization 18,779 59,925 65,922
Noncash interest expense 8,117 21,532 23,224
Deferred income taxes (11,598) 18,030 28,401
Equity in NL prior to consolidation 23,491 - -
Other, net 7,818 (1,571) (9,939)
--------- --------- ---------
53,546 100,255 151,108
Change in assets and liabilities:
Accounts and notes receivable (36,433) (61,154) (55,574)
Inventories 181,659 219,264 184,461
Accounts payable/accrued liabilities:
Sugarbeet purchases (82,396) (82,396) (108,117)
Other, net 1,659 6,134 8,557
Income taxes (1,651) 87,634 (18,749)
Other, net 2,170 21,417 (8,406)
Trading securities:
Sale proceeds 29,375 44,507 51,283
Purchases (25,000) (25,870) (762)
--------- --------- ---------
Net cash provided by operating
activities 122,929 309,791 203,801
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures (58,052) (83,113) (83,147)
Purchases of:
NL common stock (1,356) (1,356) (13,168)
Business unit - - (5,982)
Loans to affiliates:
Loans (13,050) (13,050) (51,800)
Collections 3,050 3,050 33,300
Other, net 3,887 7,050 789
--------- --------- ---------
Net cash used by investing
activities (65,521) (87,419) (120,008)
--------- --------- ---------
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA*
1994 1994 1995
--------- ---------- ---------
<S> <C> <C> <C>
Cash flows from financing activities:
Indebtedness:
Borrowings $ 278,032 $ 322,537 $ 555,968
Principal payments (329,578) (459,131) (636,391)
Dividends paid (6,859) (6,859) (10,354)
Other, net 229 27 3,929
--------- --------- ---------
Net cash used by financing
activities (58,176) (143,426) (86,848)
--------- --------- ---------
Net increase (decrease) (768) 78,946 (3,055)
Currency translation (36) 7,743 3,645
Cash and equivalents, beginning of period 22,189 128,782 170,747
--------- --------- ---------
Cash and equivalents, end of period $ 21,385 $ 215,471 $ 171,337
========= ========= =========
Supplemental disclosures - cash paid for:
Interest, net of amounts capitalized $ 15,090 $ 58,341 $ 60,056
Income taxes (refund) 16,420 (95,646) 35,908
</TABLE>
[FN]
* Assuming the Company had consolidated NL Industries effective at the
beginning of 1994. See Note 1.
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS
------- ----------- --------
<S> <C> <C> <C>
Balance at December 31, 1994 $1,245 $33,341 $209,071
Net income - - 43,500
Dividends - - (10,354)
Adjustments, net - - -
Other, net 1 1,242 -
------ ------- --------
Balance at September 30, $1,246 $34,583 $242,217
1995 ====== ======= ========
</TABLE>
<TABLE>
<CAPTION>
ADJUSTMENTS TOTAL
-----------------------------------------
CURRENCY MARKETABLE PENSION TREASURY STOCKHOLDERS'
TRANSLATION SECURITIES LIABILITIES STOCK EQUITY
----------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $(12,128) $37,669 $(506) $(70,268) $198,424
Net income - - - - 43,500
Dividends - - - - (10,354)
Adjustments, net 6,290 18,304 - - 24,594
Other, net - - - (386) 857
-------- ------- ----- -------- --------
Balance at September 30, $ (5,838) $55,973 $(506) $(70,654) $257,021
1995 ======== ======= ===== ======== ========
</TABLE>
VALHI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -BASIS OF PRESENTATION:
The consolidated balance sheet of Valhi, Inc. and Subsidiaries
(collectively, the "Company") at December 31, 1994 has been condensed from the
Company's audited consolidated financial statements at that date. The
consolidated balance sheet at September 30, 1995 and the consolidated statements
of income, cash flows and stockholders' equity for the interim periods ended
September 30, 1994 and 1995 have been prepared by the Company, without audit.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the consolidated financial
position, results of operations and cash flows have been made. The results of
operations for the interim periods are not necessarily indicative of the
operating results for a full year or of future operations.
Valhi increased its ownership of NL Industries, Inc. (Commission File
No. 1-640) from approximately 49% to more than 50% in December 1994 and,
accordingly, consolidated NL's financial position effective December 31, 1994
and commenced consolidating NL's results of operations and cash flows effective
January 1, 1995. The consolidated financial statements include, for comparative
purposes, certain 1994 pro forma financial information as if the Company had
consolidated NL as of the beginning of 1994.
Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted and certain prior year amounts have been reclassified to conform to the
1995 presentation. The accompanying consolidated financial statements should be
read in conjunction with the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 (the "1994 Annual Report").
Contran Corporation holds, directly or through subsidiaries, approximately
91% of Valhi's outstanding common stock.
NOTE 2 -EARNINGS PER COMMON SHARE:
Earnings per share is based on the weighted average number of common shares
outstanding. Common stock equivalents are excluded from the computation because
they are either antidilutive or the dilutive effect is not material.
NOTE 3 -BUSINESS SEGMENT INFORMATION:
% OWNED AT
BUSINESS SEGMENT PRINCIPAL ENTITIES SEPTEMBER 30, 1995
- ------------------- -------------------------------- -------------------
Chemicals NL Industries, Inc. 53%
Refined sugar The Amalgamated Sugar Company 100%
Building products Medite Corporation 100%
Hardware products National Cabinet Lock, Inc. 100%
Fast food Sybra, Inc. 100%
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30,
--------------------------
PRO FORMA
1994 1994 1995
---- --------- ----
(IN MILLIONS)
<S> <C> <C> <C>
Net sales:
Chemicals $ - $ 664.2 $ 789.7
Refined sugar 353.9 353.9 387.8
Building products 143.0 143.0 154.2
Hardware products 52.5 52.5 58.8
Fast food 82.9 82.9 85.1
------ -------- --------
$632.3 $1,296.5 $1,475.6
====== ======== ========
Operating income:
Chemicals $ - $ 61.2 $ 134.2
Refined sugar 25.0 25.0 18.7
Building products 27.5 27.5 23.1
Hardware products 14.7 14.7 15.1
Fast food 6.1 6.1 4.9
------ -------- --------
73.3 134.5 196.0
General corporate items:
Securities earnings 2.5 4.6 9.9
General expenses, net (9.2) (37.5) (26.2)
Interest expense (26.0) (89.1) (96.0)
------ -------- --------
Income of consolidated companies
before income taxes 40.6 12.5 83.7
Equity in NL prior to consolidation (23.5) - -
------ -------- --------
Income before income taxes $ 17.1 $ 12.5 $ 83.7
====== ======== ========
</TABLE>
NL's chemicals operations are conducted through Kronos, Inc. (titanium
dioxide pigments or "TiO2") and Rheox, Inc. (specialty chemicals). The
Company's building products (Medite), hardware products (National Cabinet Lock)
and fast food (Sybra) subsidiaries are owned by Valcor, Inc., a wholly-owned
subsidiary of Valhi.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------
DEPRECIATION,
DEPLETION AND CAPITAL
AMORTIZATION EXPENDITURES
---------------- -----------------
PRO FORMA PRO FORMA
1994 1995 1994 1995
--------- ---- --------- ----
(IN MILLIONS)
<S> <C> <C> <C> <C>
Chemicals $40.9 $45.0 $25.0 $42.5
Refined sugar 5.6 6.0 20.1 21.5
Building products 7.2 8.5 26.8 7.8
Fast food and other 6.2 6.4 11.2 11.3
----- ----- ----- -----
$59.9 $65.9 $83.1 $83.1
===== ===== ===== =====
</TABLE>
NOTE 4 -MARKETABLE SECURITIES:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Current assets (trading securities):
U.S. Treasury securities $ 25,165 $ -
Global bond investments 24,068 -
-------- --------
$ 49,233 $ -
======== ========
Noncurrent assets (available-for-sale):
Dresser Industries common stock $103,243 $127,434
Other common stocks 12,284 18,536
-------- --------
$115,527 $145,970
======== ========
</TABLE>
Valhi holds 5.5 million shares of Dresser common stock with a quoted market
price of $23.88 at September 30, 1995, or an aggregate market value of
approximately $131 million (cost $44 million). Such Dresser stock is
exchangeable for Valhi's LYONs, at the option of the LYONs holder, and the
carrying value of the Dresser stock is limited to the accreted LYONs obligation.
At September 30, 1995, the aggregate cost of other available-for-sale securities
was approximately $16 million.
NOTE 5 -INVENTORIES:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ --------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials:
Chemicals $ 30,118 $ 32,195
Sugarbeets 86,868 2,422
Other 15,789 17,624
-------- --------
132,775 52,241
-------- --------
In process products:
Chemicals 7,654 8,541
Refined sugar and by-products 54,700 4,059
Other 5,918 6,640
-------- --------
68,272 19,240
-------- --------
Finished products:
Chemicals 113,276 132,893
Refined sugar and by-products 107,236 31,866
Other 5,221 10,362
-------- --------
225,733 175,121
-------- --------
Supplies 71,317 77,497
-------- --------
$498,097 $324,099
======== ========
</TABLE>
NOTE 6 - OTHER NONCURRENT ASSETS:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ --------------
(IN THOUSANDS)
<S> <C> <C>
Natural resource properties:
Timber and timberlands $53,114 $ 53,172
Mining properties 40,286 38,598
------- --------
$93,400 $ 91,770
======= ========
Franchise fees and other intangible assets $27,831 $ 25,531
Deferred financing costs 23,102 20,698
Other 14,078 13,170
------- --------
$65,011 $ 59,399
======= ========
</TABLE>
NOTE 7 -ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ --------------
(IN THOUSANDS)
<S> <C> <C>
Accounts payable:
Sugarbeet purchases $146,638 $ 38,521
Other 120,409 127,405
-------- --------
$267,047 $165,926
======== ========
Accrued liabilities:
Employee benefits $ 50,929 $ 54,638
Sugar processing costs 20,132 554
Environmental costs 13,276 11,045
Interest 11,363 23,833
LIFO inventory replacement reserve - 5,019
Miscellaneous taxes 9,080 7,016
Other 52,866 62,396
-------- --------
$157,646 $164,501
======== ========
</TABLE>
NOTE 8 - OTHER NONCURRENT LIABILITIES:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Insurance claims and expenses $18,155 $18,162
Employee benefits 15,440 17,061
Deferred technology fee income 18,305 11,112
Other 4,990 4,555
------- -------
$56,890 $50,890
======= =======
</TABLE>
NOTE 9 - NOTES PAYABLE AND LONG-TERM DEBT:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1994 1995
------------ --------------
(IN THOUSANDS)
<S> <C> <C>
Notes payable:
Amalgamated:
United States Government loans $ 79,893 $ -
Bank credit agreements 45,000 55,000
---------- ----------
124,893 55,000
Kronos - non-U.S. bank credit agreements - 21,707
---------- ----------
$ 124,893 $ 76,707
========== ==========
Long-term debt:
Valhi:
LYONs $ 119,096 $ 127,434
Bank revolver - 5,000
---------- ----------
119,096 132,434
---------- ----------
Valcor Senior Notes 100,000 99,000
Amalgamated bank term loan 26,000 24,000
NL Industries:
Senior Secured Notes 250,000 250,000
Senior Secured Discount Notes 116,409 127,897
Deutsche mark bank credit facility
(DM 397,610 and DM 397,610) 255,703 276,498
Joint venture term loan 88,715 77,143
Rheox bank term loan 67,500 45,263
Other 11,322 15,031
---------- ----------
789,649 791,832
---------- ----------
Medite:
Bank term loans 89,411 73,770
Bank working capital facilities 8,802 10,906
Other 4,360 4,204
---------- ----------
102,573 88,880
---------- ----------
Other:
Sybra bank credit agreements 5,500 15,003
Sybra capital leases 6,321 5,574
National Cabinet Lock 140 108
---------- ----------
11,961 20,685
---------- ----------
1,149,279 1,156,831
Less current maturities 62,625 73,448
---------- ----------
$1,086,654 $1,083,383
========== ==========
</TABLE>
Valcor Senior Notes at September 30, 1995 are stated net of $1 million
principal amount held by Valhi.
NOTE 10 - OTHER INCOME:
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
PRO FORMA
1994 1994 1995
------ --------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Securities earnings:
Interest and dividends $ 4,479 $ 7,844 $ 8,685
Securities transactions (2,057) (3,366) 1,222
------- ------- -------
2,422 4,478 9,907
Technology fee income - 7,781 7,990
Currency transactions, net 514 1,259 (259)
Litigation settlement gains, net - 21,240 -
Other, net 3,717 8,433 6,943
------- ------- -------
$ 6,653 $43,191 $24,581
======= ======= =======
</TABLE>
NOTE 11 - PROVISION FOR INCOME TAXES - CONTINUING OPERATIONS:
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
PRO FORMA
1994 1994 1995
---- --------- ----
(IN MILLIONS)
<S> <C> <C> <C>
Expected tax expense $ 6.0 $ 4.4 $29.3
Non-U.S. tax rates (1.4) (5.6) (4.7)
Incremental tax and rate differences on
equity in earnings of non-tax group
companies 1.5 (10.6) 17.2
Change in NL's deferred income tax
valuation allowance - 19.0 (3.2)
Other, net (.5) 2.4 1.3
----- ------ -----
$ 5.6 $ 9.6 $39.9
===== ====== =====
</TABLE>
NOTE 12 - OTHER:
Investment in joint ventures consists principally of Kronos' 50% interest
in a TiO2 manufacturing joint venture.
Receivable from affiliates at September 30, 1995 includes demand loans to
Contran of $18.5 million. Such loans, made principally for overall cash
management purposes, are supported by Contran's unused revolving credit
availability.
NOTE 13 - COMMITMENTS AND CONTINGENCIES:
At September 30, 1995, the estimated cost to complete capital projects in
process approximated $57 million, most of which relates to NL's capacity
additions and environmental protection and improvement programs.
Medite has entered into interest rate swaps to mitigate the impact of
changes in interest rates for $26 million of its U.S. bank term loan due in
1998-2000 that results in a weighted average interest rate of 7.6% for such
borrowings. At September 30, 1995, the fair value of the interest rate swaps,
based upon quotes obtained from the counter party financial institution, is a
$.7 million receivable, representing the estimated amount Medite would receive
if it were to terminate the swap agreements at that date.
Certain foreign subsidiaries have entered into the equivalent of
approximately $5 million of forward currency contracts to mitigate certain
exchange rate fluctuation risk for a portion of their future sales denominated
in European Currency Units and U.S. dollars. These contracts expire throughout
1995 and the counter parties are major international financial institutions. At
September 30, 1995, the aggregate fair value of these contracts, based upon
quotes obtained from the counter party institutions, approximated the aggregate
contract amount.
For information concerning certain legal proceedings, income tax and other
commitments and contingencies see (i) Item 2 -- "Management's Discussion and
Analysis of Financial Condition and Results of Operations," (ii) Part II, Item 1
- -- "Legal Proceedings", (iii) Valhi's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995 and (iv) the 1994 Annual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS:
Net income was $13.7 million, or $.12 per share, for the third quarter of
1995, up from net income of $4.6 million, or $.04 per share, in the third
quarter of 1994. For the first nine months of 1995, net income was $43.5
million, or $.38 per share, compared to net income of $6.9 million, or $.06 per
share, in 1994.
Operating income for the first nine months of 1995 increased 46% to $196
million on a 14% sales increase to $1.5 billion (% comparisons to 1994 pro forma
results). Overall operating income margins were 13% in the first nine months of
1995 compared to 10% in 1994 as chemicals improvements, driven by higher TiO2
selling prices, more than offset other declines.
CHEMICALS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1994 1995 % CHANGE 1994 1995 % CHANGE
---- ---- -------- ---- ---- --------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales:
Kronos $194.1 $222.8 + 15% $574.8 $689.5 + 20%
Rheox 31.1 32.6 + 5% 89.4 100.2 + 12%
------ ------ ------ ------
$225.2 $255.4 + 13% $664.2 $789.7 + 19%
====== ====== ====== ======
Operating income:
Kronos $ 14.1 $ 35.8 +153% $ 38.4 $105.7 +175%
Rheox 8.0 9.4 + 17% 22.8 28.5 + 25%
------ ------ ------ ------
$ 22.1 $ 45.2 +104% $ 61.2 $134.2 +119%
====== ====== ====== ======
Operating income margins:
Kronos 7% 16% 7% 15%
Rheox 26% 29% 26% 28%
Aggregate margin 10% 18% 9% 17%
</TABLE>
The improvement in Kronos' 1995 TiO2 results was primarily due to higher
average selling prices, partially offset by lower sales volume and slightly
higher production costs. In billing currency terms, average TiO2 selling prices
in the first nine months of 1995 were approximately 16% higher than in the same
period of 1994 as prices increased in all of NL's major markets. Kronos' 1995
third quarter prices were 2% higher than in the second quarter of 1995 with
increases in all major markets except the U.S., where prices remained flat.
TiO2 sales volume in the third quarter of 1995 was 6% below third quarter 1994
volume, and year-to-date volume was slightly lower than last year. Economies
worldwide have continued to grow in 1995, but at a slower pace than last year,
which Kronos believes contributed to the somewhat lower TiO2 sales volume in
1995 compared to 1994. Rheox's operating results improved primarily as a result
of higher sales volume and higher average selling prices. A significant amount
of NL's sales are denominated in currencies other than the U.S. dollar, and
fluctuations in the value of the U.S. dollar relative to other currencies
increased the dollar value of sales in the first nine months of 1995 by $46
million compared to the 1994 period.
The Company's chemicals operating income differs from that separately
reported by NL due to amortization of basis differences (principally
depreciation, depletion and amortization expense) arising from purchase
accounting adjustments made in conjunction with the Company's acquisition of NL.
Such additional non-cash expense reduces operating income by approximately $20
million per year compared to amounts separately reported by NL.
REFINED SUGAR
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1994 1995 % CHANGE 1994 1995 % CHANGE
---- ---- -------- ---- ---- --------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales:
Refined sugar $134.6 $139.2 + 3% $330.5 $358.4 + 8%
By-products and other 2.8 4.8 +75% 23.4 29.4 +26%
------ ------ ------ ------
$137.4 $144.0 + 5% $353.9 $387.8 +10%
====== ====== ====== ======
Operating income:
FIFO basis $ 9.0 $ 5.4 -41% $ 22.1 $ 15.7 -29%
LIFO adjustment (.5) .6 2.9 3.0
------- ------ ------ ------
LIFO (reporting) basis $ 8.5 $ 6.0 -29% $ 25.0 $ 18.7 -25%
====== ====== ====== ======
Operating income margin:
FIFO accounting method 7% 4% 6% 4%
LIFO accounting method 6% 4% 7% 5%
</TABLE>
Refined sugar sales increased in the 1995 year-to-date period primarily due
to a 7% increase in volume. To help reduce the relatively high level of sugar
inventories resulting from the combined effects of a record crop and the
marketing allotments imposed by the U.S. government on domestic processors for
the crop year which ended September 30, 1995, Amalgamated made limited sales
into foreign markets, which were excluded from the allotments. Foreign sales
are typically at lower prices than domestic sales. The U.S. Department of
Agriculture has announced that there will be no marketing allotments imposed
during the first quarter (October to December) of the new crop year which began
on October 1, 1995. Unless there is an industry-wide larger-than-expected
production of sugar from this year's crop, it is expected that allotments will
not be imposed at anytime during the crop year.
Due primarily to an abnormally high yield per acre, Amalgamated's sugar
production from the crop harvested in the fall of 1994 was approximately 10%
higher than its previous record crop. The large sugarbeet crop and adverse
weather conditions resulted in the longest and most difficult processing
campaign in recent years. These factors, along with a lower sugar content of
the beets, contributed to a 10% increase in per hundredweight (`cwt'')
processing costs. The extreme difficulties encountered with processing that
crop are not expected to recur, and per cwt processing costs for the new crop
should be reduced. By-product sales increased due primarily to higher pulp
volume, reflecting the larger crop.
Harvesting and processing of the crop planted in the spring of 1995 is in
process. Based on limited harvest results, yield per acre is lower than last
year and aggregate refined sugar production from the new crop is expected to be
more in line with historical levels of the past few years, or about 6% to 10%
lower than the last crop.
Sugar is included in the Budget Reconciliation legislation currently being
considered by the U.S. Congress. While there can be no assurance, the Company
currently believes the new sugar provisions will be relatively similar to the
current sugar program.
BUILDING PRODUCTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, % SEPTEMBER 30, %
------------------- ------------------
1994 1995 CHANGE 1994 1995 CHANGE
---- ---- ------ ---- ---- ------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales:
Medium density fiberboard $34.2 $31.8 - 7% $ 97.7 $114.8 +17%
Traditional timber products 15.7 15.3 - 2% 46.2 41.1 -11%
Eliminations (.3) (.9) (.9) (1.7)
----- ----- ------ ------
$49.6 $46.2 - 7% $143.0 $154.2 + 8%
===== ===== ====== ======
Operating income:
Medium density fiberboard $ 7.2 $ 2.1 -71% $ 20.2 $ 18.9 - 6%
Traditional timber products 3.6 2.4 -31% 7.3 4.2 -42%
----- ----- ------ ------
$10.8 $ 4.5 -58% $ 27.5 $ 23.1 -16%
===== ===== ====== ======
Operating income margins:
Medium density fiberboard 21% 7% 21% 17%
Traditional timber products 23% 16% 16% 10%
Aggregate margin 22% 10% 19% 15%
</TABLE>
Average MDF selling prices for the first nine months of 1995 were 18% above
year-ago levels (16% in billing currency terms) with aggregate volume down
nominally. For the quarter, MDF prices were up 4% with volume down 11% compared
to 1994. Compared to the second quarter of 1995, third quarter 1995 MDF sales
volume was down 8% with average prices down 7%. Increases in industry capacity,
particularly in Europe, and slower economic growth in North America and Europe
contributed to lower MDF prices and operating rates.
MDF margins declined in 1995 as a 25% increase in per-unit costs, due to
higher material costs and lower capacity utilization, more than offset higher
selling prices. Increased wood costs have been influenced in part by competing
demand from paper and pulp producers while higher resin costs have moderated
slightly. Fluctuations in the value of the U.S. dollar relative to other
currencies accounted for about two percentage points of the 1995 increases in
both MDF selling prices and per-unit MDF costs.
Traditional timber products results declined in 1995 as significantly lower
log sales volume and lower lumber selling prices more than offset higher veneer
volume and selling prices and the favorable effect on costs of using a higher
mix of lower-cost fee timber.
Due to uncertainty regarding near-term economic conditions in both North
America and Europe and additional new MDF industry capacity expected later this
year, the Company does not expect significant near-term improvement in the MDF
market.
HARDWARE PRODUCTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- ------------------
1994 1995 % CHANGE 1994 1995 % CHANGE
---- ---- -------- ---- ---- --------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales $17.0 $19.4 +14% $52.5 $58.8 +12%
Operating income 4.6 4.5 - 1% 14.7 15.1 + 3%
Operating income margin 27% 24% 28% 26%
</TABLE>
Volumes have continued to increase in workstation and drawer slide product
lines while lock volume from a government contract completed earlier this year
has been only partially replaced. Operating margins were impacted by certain
higher costs not fully recovered by responsive selling price increases as well
as costs associated with integrating the operations of a Canadian competitor
acquired in August 1995. The acquired operations generated approximately $1
million of sales in the third quarter.
FAST FOOD
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- ------------------
1994 1995 % CHANGE 1994 1995 % CHANGE
---- ---- -------- ---- ---- --------
(IN MILLIONS) (IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Net sales $28.6 $29.5 +3% $82.9 $85.1 + 3%
Operating income 2.2 2.0 -8% 6.1 4.9 -19%
Operating income margin 7% 7% 7% 6%
</TABLE>
Comparable store sales were up 1% in the third quarter, reversing the
downward comparisons of the first half of 1995 and resulting in year-to-date
comparable sales approximating 1994. Despite stable to lower food costs,
competitive promotions and discounts along with higher labor costs continue to
hamper operating results.
During the first nine months of 1995, Sybra opened six new stores and
closed twelve stores and at September 30, 1995 operated 156 Arby's restaurants.
Sybra opened one store in October, has three other stores under construction and
may close three to five more under-performing restaurants by year-end. Sybra
also intends to test dual branding by adding the ZUZU Mexican concept to two of
its larger Arby's restaurants by early 1996.
OTHER
General corporate items. Securities earnings increased primarily because
the first quarter of 1994 included a market value decline of fixed-income
investments. Year-to-date net general expenses decreased compared to the 1994
pro forma amount as lower environmental remediation and other expenses more than
offset NL's $20 million first quarter 1994 litigation settlement gain related to
settlement of a lawsuit.
Interest expense. Interest expense increased compared to 1994 pro forma
expense as lower borrowing levels associated with NL's DM and other bank loans
were more than offset by changes in currency exchange rates, higher average U.S.
variable interest rates and higher borrowing levels associated with facilities
expansion. At September 30, 1995, approximately $655 million of consolidated
indebtedness, principally publicly-traded debt, bears interest at fixed rates
averaging 10.9%. The weighted average interest rate on $579 million of
outstanding variable rate borrowings at September 30, 1995 was 6.9%, down from
7.4% at December 31, 1994 but up from 4.4% at year-end 1993.
Minority interest. Minority interest relates to certain partially-owned
foreign subsidiaries of NL. At September 30, 1995, NL separately reported a
shareholders' deficit of approximately $237 million and, as a result, no
minority interest related to the Company's interest in NL Industries is recorded
in the Company's consolidated financial statements. Until such time as NL
reports positive shareholders' equity in its separate financial statements,
future changes in NL's equity, including all undistributed earnings, will accrue
to the Company for financial reporting purposes.
Provision for income taxes. Income tax rates vary by jurisdiction (country
and/or state), and relative changes in the geographic mix of the Company's pre-
tax earnings can result in fluctuations in the effective income tax rate. In
1994, such geographic mix included losses in certain of NL's tax jurisdictions
for which no current refund was available and for which recognition of a
deferred tax asset was not considered appropriate. In addition, because certain
subsidiaries, including NL, are not members of the consolidated U.S. tax group,
Valhi's incremental income taxes on its after-tax earnings or losses
attributable to such subsidiaries can also increase the Company's overall
effective tax rate. See Note 11 to the Consolidated Financial Statements.
Equity in earnings of NL prior to consolidation. The Company's interest in
NL was reported by the equity method during 1994.
Discontinued operations. Discontinued operations represents the Company's
former interest in Tremont Corporation's titanium metals operations.
LIQUIDITY AND CAPITAL RESOURCES:
Cash flow from operating activities. Cash flow from operating activities
before changes in assets and liabilities of $151 million in the first nine
months of 1995 was $51 million higher than the comparable 1994 pro forma amount
reflecting improved earnings. Changes in assets and liabilities include the
impact of significant seasonal fluctuations related to Amalgamated's seasonal
purchase and processing of sugarbeets, as discussed below. Cash flow from
operating activities in the 1994 year-to-date pro forma period includes NL's
receipt of DM 211 million ($127 million) of tentative German income tax refunds,
including interest. Relative changes in the size of the Company's portfolio of
trading securities also impacted cash flow from operating activities
comparisons.
Cash flow from investing and financing activities. Capital spending for
all of 1995 is estimated at approximately $120 million, up about 9% from 1994
pro forma of $110 million, and includes facility expansion, productivity
programs and environmental programs. During the first nine months of 1995,
Valhi purchased an additional 1.1 million shares (2%) of NL common stock at an
average price of $12 per share.
Borrowings include DM 75 million ($45 million) under NL's DM credit
facility in the 1994 pro forma period and $22 million of net short-term
borrowings under NL non-U.S. bank credit facilities in 1995. Repayments of
indebtedness include payments aggregating DM 168 million ($103 million) on NL's
DM credit facility in the 1994 pro forma period, and seasonal decreases in
Amalgamated's short-term borrowings in both periods.
Credit facilities. At September 30, 1995, unused revolving credit
facilities aggregated $297 million, including $212 million attributable to
NL. Of such amount, $87 million is available only for (i) permanently reducing
NL's DM term loan or (ii) paying future NL German income tax assessments, as
discussed below. Valhi has not guaranteed any subsidiary indebtedness. During
the third quarter of 1995, Valhi increased its revolving bank facility from $20
million to $50 million, extended the maturity to August 1996 and Medite extended
the maturity of its $15 million U.S. bank revolver one year to September 1997.
NL Industries. The TiO2 industry is cyclical, with the previous peak in
selling prices in early 1990 and the latest trough in the third quarter of 1993.
Reflecting the improvement in Kronos' operating results, NL generated $105
million in cash from operating activities before changes in assets and
liabilities in 1995 compared to $47 million in the 1994 period.
Certain of NL's U.S. and non-U.S. income tax returns, including Germany,
are being examined and tax authorities have proposed tax deficiencies.
Additional substantial German proposed tax deficiency assessments are expected.
Although NL believes it will ultimately prevail, NL has granted a DM 100 million
($70 million at September 30, 1995) lien on its Nordenham, Germany TiO2 plant
and may be required to provide additional security in favor of the German tax
authorities until the assessments proposing tax deficiencies are resolved. NL
believes that it has adequately provided accruals for additional income taxes
and related interest expense which may ultimately result from all such
examinations and believes that the ultimate disposition of such examinations
should not have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
NL has been named as a defendant, potentially responsible party, or both,
in a number of legal proceedings associated with environmental matters,
including waste disposal sites currently or formerly owned, operated or used by
NL, many of which disposal sites or facilities are on the U.S. Environmental
Protection Agency's Superfund National Priorities List or similar state lists.
NL believes it has provided adequate accruals ($95 million at September 30,
1995) for reasonably estimable costs of such matters, and has estimated that the
upper end of the range of reasonably possible costs to NL for sites for which it
is possible to estimate costs is approximately $168 million. NL is also a
defendant in a number of legal proceedings seeking damages for personal injury
and property damage arising out of the sale of lead pigments and lead-based
paints. Based on, among other things, the results of such litigation to date,
NL believes that the pending lead pigment litigation is without merit and has
not accrued any amounts for the pending lead pigment litigation. NL currently
believes the disposition of all claims and disputes, individually and in the
aggregate, should not have a material adverse effect on NL's consolidated
financial position, results of operations or liquidity. There can be no
assurance that additional matters of these types will not arise in the future or
that actual costs will not exceed accrued amounts or the upper end of the range
for sites for which estimates have been made. In addition, various legislation
and administrative regulations have, from time to time, been enacted or proposed
at the state, local and federal levels that seek to impose various obligations
on present and former manufacturers of lead pigment and lead-based paint with
respect to asserted health concerns associated with the use of such products and
to effectively overturn court decisions in which NL and other pigment
manufacturers have been successful.
NL periodically evaluates its liquidity requirements, alternative uses of
capital, capital needs and availability of resources in view of, among other
things, its debt service and capital expenditure requirements and estimated
future operating cash flows. As a result of this process, NL has in the past
and may in the future seek to reduce, refinance or restructure indebtedness,
raise additional capital, restructure ownership interests, sell interests in
subsidiaries or other assets, or take a combination of such steps or other steps
to manage its liquidity and capital resources. In the normal course of its
business, NL may review opportunities for the acquisition of businesses and
assets in the chemicals industry. In the event of any future acquisition, NL
may consider using its available cash, issuing its equity securities or
increasing its indebtedness to the extent permitted by the agreement's governing
NL's existing debt.
Amalgamated. Amalgamated's cash requirements are seasonal in that a major
portion of the total payments for sugarbeets is made, and the cost of processing
the sugarbeets are incurred, in the fall and winter of each year. Accordingly,
Amalgamated's operating activities typically use significant amounts of cash in
the first and fourth calendar quarters and provide significant cash flow in the
second and third quarters of each year. Amalgamated's seasonal cash
requirements are financed with short-term borrowings under the government sugar
price support loan program and bank credit agreements.
The Company's previously-reported discussions with an agricultural
cooperative of sugarbeet growers in Amalgamated's area of operation regarding
the co-op's possible acquisition of the Company's controlling interest in
Amalgamated's sugar business have been terminated pending resolution of the
sugar program legislation.
Other subsidiaries. In addition to the 1994 completion of the second MDF
production line in Ireland, Medite intends to continue the upgrading and
debottlenecking of its existing facilities. The Company also continues to
explore additional expansion and/or acquisition opportunities for its hardware
products business and, in this regard, in August 1995 acquired the assets of a
Canadian competitor for approximately $6 million. Sybra's Consolidated
Development Agreement with Arby's, Inc. requires it to open another 14 stores
through 1997 in order to retain its exclusive development rights in the
Dallas/Ft. Worth, Texas areas.
Valhi general corporate. Valhi's operations are conducted principally
through subsidiaries (NL, Amalgamated and Valcor). Valcor is an intermediate
parent company with operations conducted through its subsidiaries (Medite,
National Cabinet Lock and Sybra). Accordingly, the Company's long-term ability
to meet its corporate level obligations is dependent in large measure on the
receipt of dividends or other distributions from subsidiaries. Various credit
agreements to which subsidiaries are parties contain customary limitations on
the payment of dividends, typically a percentage of net income or cash flow;
however, such restrictions have not significantly impacted the Company's ability
to service parent company obligations.
The Company has acquired a 50% interest in Waste Control Specialists L.L.C.
WCS intends to construct and operate a hazardous and toxic waste treatment,
storage and disposal facility at a site in West Texas. The facility is expected
to be operational in 1996. The Company will invest $25 million in WCS for its
50% interest, including $5 million contributed at closing in the fourth quarter
of 1995 with the remainder to be contributed over the construction period.
The Company routinely compares its liquidity requirements and alternative
uses of capital against the estimated future cash flows to be received from its
subsidiaries, and the estimated sales value of those units. As a result of this
process, the Company has in the past and may in the future seek to raise
additional capital, refinance or restructure indebtedness, modify its dividend
policy, consider the sale of interests in subsidiaries, business units,
marketable securities or other assets, or take a combination of such steps or
other steps, to increase liquidity, reduce indebtedness and fund future
activities. Such activities have in the past and may in the future involve
related companies. The Company routinely evaluates acquisitions of interests
in, or combinations with, companies, including related companies, perceived by
management to be undervalued in the marketplace. These companies may or may not
be engaged in businesses related to the Company's current businesses. The
Company intends to consider such acquisition activities in the future and, in
connection with this activity, may consider issuing additional equity securities
and increasing the indebtedness of the Company, its subsidiaries and related
companies. From time to time, the Company and related entities also evaluate
the restructuring of ownership interests among their respective subsidiaries and
related companies.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to the 1994 Annual Report and the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 for
descriptions of certain legal proceedings.
NL Industries, Inc. v. Commercial Union Insurance Cos., et al. In
September 1995, the U.S. Court of Appeals for the Third Circuit reversed and
remanded for further consideration the previously-reported decision by the trial
court that Commercial Union was obligated to pay NL's reasonable defense costs
in certain of the lead pigment cases. The trial court had made its decision
applying New Jersey law; the appeals court concluded that New York and not New
Jersey law applied and remanded the case to the trial court for a determination
under New York law.
HANO Third-Party Complaints. The time in which plaintiffs may file an
appeal of the District Court's June 1995 grant of summary judgment in favor of
the defendants in several of the remaining cases has expired with no appeals
having been filed. Two cases remain pending.
NL has received a copy of a complaint from plaintiffs' counsel in the HANO
cases, but has not been served with the complaint. The complaint, Jefferson v.
Lead Industry Association, et al (No. 95-2835) filed in the U.S. District Court
for the Eastern District of Louisiana, asserts claims against the LIA and the
lead pigment defendants on behalf of a class of allegedly injured children in
Louisiana. The complaint purports to allege claims for strict liability,
negligence, failure to warn, breach of alleged warranties, fraud and
misrepresentation and conspiracy, and seeks actual and punitive damages. The
complaint asserts several theories of liability, including joint and several and
market share liability.
New York City, et al. v. Lead Industries Association, et al. In August
1995, the trial court denied defendants' motion for summary judgment on the
remaining fraud count. Defendants have noticed an appeal.
Skipworth v. Sherwin-Williams Co., et al. In October 1995, the Supreme
Court of Pennsylvania affirmed the previously-reported grant of defendants'
motion for summary judgment. The time in which plaintiffs my seek review by the
Pennsylvania Supreme Court has not yet expired.
Granite City: United States of America v. NL Industries, Inc., et al. In
September 1995, the U.S. EPA released its decision selecting cleanup remedies
for the Granite City site. The cost of the remedies selected by the U.S. EPA
aggregates, in its estimation, $40.8 million to $67.8 million, although its
decision states that the higher amount is not considered to be representative of
expected costs. NL believes that certain components of the U.S. EPA's estimated
costs may be erroneous and presently intends to challenge portions of the U.S.
EPA's selection of the remedy. There is no allocation among the PRPs for these
costs.
Batavia Landfill. In September 1995, the U.S. EPA and certain PRPs entered
into an administrative order on consent for the remedial design phase of the
remedy for operable unit one. NL and other PRPs entered into an interim cost
sharing arrangement for this phase of the work.
In re Asbestos III (subsequently redesignated as In re Asbestos IV). All
claims in this matter have been dismissed or settled.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.1 - Contract on Supplies and Services among Bayer AG, Kronos Titan-
Gmbh and Kronos International, Inc. dated June 30, 1995 (English
translation from German language document) - incorporated by
reference to Exhibit 10.1 of NL's Quarterly Report on Form 10-Q
(File No. 1-640) for the quarter ended September 30, 1995.
27.1 - Financial Data Schedule for the nine-month period ended
September 30, 1995.
27.2 - Reclassified Financial Data Schedule for the nine-month period
ended September 30, 1994.
(b) Reports on Form 8-K
Reports on Form 8-K for the quarter ended September 30, 1995 and the
month of October 1995:
July 24, 1995 - Reported Items 5 and 7.
August 28, 1995 - Reported Items 5 and 7.
September 19, 1995 - Reported Items 5 and 7.
October 23, 1995 - Reported Items 5 and 7.
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 thereunto duly authorized.
VALHI, INC.
---------------------------------
(Registrant)
Date November 10, 1995 By /s/ William C. Timm
--------------------- ------------------------------
William C. Timm
Vice President - Finance and
Treasurer
(Chief Financial Officer)
Date November 10, 1995 By /s/ J. Thomas Montgomery, Jr.
--------------------- -----------------------------
J. Thomas Montgomery, Jr.
Vice President and Controller
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VALHI, INC.'S
CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 171,337
<SECURITIES> 0
<RECEIVABLES> 269,539
<ALLOWANCES> 5,116
<INVENTORY> 324,099
<CURRENT-ASSETS> 807,572
<PP&E> 1,168,215
<DEPRECIATION> 294,178
<TOTAL-ASSETS> 2,447,112
<CURRENT-LIABILITIES> 506,660
<BONDS> 1,083,383
<COMMON> 1,246
0
0
<OTHER-SE> 255,775
<TOTAL-LIABILITY-AND-EQUITY> 2,447,112
<SALES> 1,475,589
<TOTAL-REVENUES> 1,475,589
<CGS> 1,073,407
<TOTAL-COSTS> 1,073,407
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 613
<INTEREST-EXPENSE> 95,989
<INCOME-PRETAX> 83,762
<INCOME-TAX> 39,916
<INCOME-CONTINUING> 43,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,500
<EPS-PRIMARY> .38
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS RECLASSIFIED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
VALHI, INC.'S CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN VALHI'S QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. SUCH
SUMMARY FINANCIAL INFORMATION HAS BEEN RECLASSIFIED TO PRESENT THE COMPANY'S
FORMER INTEREST IN TREMONT CORPORATION'S TITANIUM METALS OPERATIONS AS
DISCONTINUED OPERATIONS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<CASH> 21,385
<SECURITIES> 23,706
<RECEIVABLES> 97,447
<ALLOWANCES> 774
<INVENTORY> 94,466
<CURRENT-ASSETS> 252,494
<PP&E> 476,400
<DEPRECIATION> 234,026
<TOTAL-ASSETS> 785,625
<CURRENT-LIABILITIES> 230,789
<BONDS> 308,521
<COMMON> 1,245
0
0
<OTHER-SE> 214,705
<TOTAL-LIABILITY-AND-EQUITY> 785,625
<SALES> 632,295
<TOTAL-REVENUES> 632,295
<CGS> 481,353
<TOTAL-COSTS> 481,353
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 222
<INTEREST-EXPENSE> 25,988
<INCOME-PRETAX> 17,113
<INCOME-TAX> 5,643
<INCOME-CONTINUING> 11,470
<DISCONTINUED> (4,531)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,939
<EPS-PRIMARY> .06
<EPS-DILUTED> .0
</TABLE>
