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 MARCH 31, 1998 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: (972) 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 APRIL 30, 1998: 114,453,314.
VALHI, INC. AND SUBSIDIARIES
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - December 31, 1997
and March 31, 1998 3-4
Consolidated Statements of Operations -
Three months ended March 31, 1997 and 1998 5-6
Consolidated Statements of Comprehensive Income -
Three months ended March 31, 1997 and 1998 7
Consolidated Statement of Stockholders' Equity -
Three months ended March 31, 1998 8
Consolidated Statements of Cash Flows -
Three months ended March 31, 1997 and 1998 9-10
Notes to Consolidated Financial Statements 11-21
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 22-31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 32
Item 6. Exhibits and Reports on Form 8-K. 32
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, MARCH 31,
1997 1998
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 360,369 $ 544,309
Accounts and other receivables 172,378 192,985
Refundable income taxes 1,941 6,369
Receivable from affiliates 104 137
Inventories 204,718 184,601
Prepaid expenses 3,607 5,039
Deferred income taxes 7,541 5,220
Total current assets 750,658 938,660
Other assets:
Marketable securities 273,616 286,943
Investment in and advances to joint 192,239 193,549
ventures
Loan to affiliate - 99,000
Other loans and notes receivable 82,556 82,432
Mining properties 30,363 15,487
Prepaid pension cost 24,111 24,469
Goodwill 256,539 256,365
Deferred income taxes 110 -
Other 26,267 25,742
Total other assets 885,801 983,987
Property and equipment:
Land 17,100 15,531
Buildings 145,599 140,377
Equipment 506,402 472,232
Construction in progress 3,284 5,007
672,385 633,147
Less accumulated depreciation 130,731 127,214
Net property and equipment 541,654 505,933
$2,178,113 $2,428,580
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY DECEMBER 31, MARCH 31,
1997 1998
<S>
Current liabilities: <C> <C>
Notes payable $ 13,968 $ 33,233
Current long-term debt 76,854 23,142
Accounts payable 71,559 55,227
Accrued liabilities 114,721 120,366
Payable to affiliates 30,996 13,085
Income taxes 15,103 91,375
Deferred income taxes 891 600
Total current liabilities 324,092 337,028
Noncurrent liabilities:
Long-term debt 1,008,087 861,545
Accrued pension cost 45,641 41,986
Accrued OPEB cost 51,273 46,650
Accrued environmental costs 128,246 127,512
Deferred income taxes 207,403 302,884
Other 28,180 47,223
Total noncurrent liabilities 1,468,830 1,427,800
Minority interest 257 76,790
Stockholders' equity:
Common stock 1,253 1,254
Additional paid-in capital 38,355 42,112
Retained earnings 315,977 513,583
Adjustments:
Marketable securities 127,731 130,358
Currency translation (24,440) (24,957)
Pension liabilities (2,533) (1,520)
Treasury stock (71,409) (73,868)
Total stockholders' equity 384,934 586,962
$2,178,113 $2,428,580
</TABLE>
Commitments and contingencies (Note 1)
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1998
<S>
Revenues and other income: <C> <C>
Net sales $265,305 $267,388
Gain on:
Disposal of business unit - 330,217
Reduction in interest in CompX - 67,902
Other, net 16,701 20,628
282,006 686,135
Costs and expenses:
Cost of sales 204,767 187,579
Selling, general and administrative 77,652 49,177
Interest 30,659 25,450
313,078 262,206
(31,072) 423,929
Equity in losses of Waste Control Specialist (2,758) (3,171)
Income (loss) before income taxes (33,830) 420,758
Provision for income taxes (benefit) (10,698) 181,641
Minority interest in after-tax earnings 8 34,450
Income (loss) from continuing operations (23,140) 204,667
Discontinued operations 15,671 -
Extraordinary item - (1,269)
Net income (loss) $ (7,469) $203,398
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1998
<S>
<C> <C>
Basic earnings per common share:
Continuing operations $ (.20) $ 1.78
Discontinued operations .13 -
Extraordinary item - (.01)
Net income (loss) $ (.07) $ 1.77
Diluted earnings per share:
Continuing operations $ (.20) $ 1.76
Discontinued operations .13 -
Extraordinary item - (.01)
Net income (loss) $ (.07) $ 1.75
Cash dividends per share $ .05 $ .05
Shares used in the calculation of earnings
per share:
Basic earnings per common share 114,792 115,135
Dilutive impact of stock options - 969
Diluted earnings per share 114,792 116,104
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1998
<S>
<C> <C>
Net income (loss) $(7,469) $203,398
Other comprehensive income, net of tax:
Marketable securities adjustment:
Unrealized gains arising during the 19,526 2,706
period
Less reclassification for gains included
in net income
(86) (79)
19,440 2,627
Currency translation adjustment (3,345) (517)
Pension liabilities adjustment - 1,013
Total other comprehensive income, net 16,095 3,123
Comprehensive income $ 8,626 $206,521
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS
<S> <C> <C> <C>
Balance at December 31, $1,253 $38,355 $315,977
1997
Net income - - 203,398
Other comprehensive - - -
income, net
Dividends - - (5,792)
Common stock reacquired - - -
Other, net 1 3,757 -
Balance at March 31, $1,254 $42,112 $513,583
1998
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADJUSTMENTS TOTAL
MARKETABLE CURRENCY PENSION TREASURY
SECURITIES STOCKHOLDERS'
<S> <C> <C> <C> <C> <C>
Balance at December 31,
1997 $127,731 $(24,440) $(2,533) $(71,409) $384,934
Net income - - - - 203,398
Other comprehensive
income, net 2,627 (517) 1,013 - 3,123
Dividends - - - - (5,792)
Common stock reacquired - - - (2,301) (2,301)
Other, net - - - (158) 3,600
Balance at March 31, 199 $130,358 $(24,957) $(1,520) $(73,868) $586,962
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (7,469) $ 203,398
Depreciation, depletion and amortization 15,937 14,385
Noncash interest expense 8,929 7,931
Gain on:
Disposal of business unit - (330,217)
Reduction in interest in CompX - (67,902)
Change in accounting principle 30,000 -
Deferred income taxes (12,226) 95,402
Minority interest 8 34,450
Other, net (2,794) (2,285)
Equity in:
Waste Control Specialists 2,758 3,171
Discontinued operations (15,671) -
19,472 (41,667)
Discontinued operations, net (36,534) -
Change in assets and liabilities:
Accounts and notes receivable (33,211) (37,047)
Inventories 28,464 1,315
Accounts payable and accrued liabilities (292) (96)
Income taxes 5,787 71,290
Other, net 5,560 5,222
Net cash used by operating
activities (983)
(10,754)
Cash flows from investing activities:
Capital expenditures (9,646) (4,027)
Purchase of:
NL common stock - (7,955)
Marketable securities - (9,200)
Business unit - (33,053)
Investment in Waste Control Specialists (3,000) -
Proceeds from disposal of business unit - 435,080
Loans to affiliates:
Loans (28,250) (114,550)
Collections 14,250 9,550
Other loans and notes receivable:
Loans (200,600) -
Collections 12,586 -
Pre-close dividend from Amalgamated Sugar 11,518 -
Company
Discontinued operations, net 33,998 -
Other, net 2,443 94
Net cash provided (used) by investin
activities
(166,701) 275,939
</TABLE>
VALHI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
THREE MONTHS ENDED MARCH 31, 1997 AND 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
Cash flows from financing activities:
Indebtedness:
Borrowings $ 390,000 $ 30,491
Principal payments (189,414) (216,111)
Deferred financing costs paid (3,434) (220)
Proceeds from issuance of CompX common - 110,378
stock
Repayment of loan from affiliate (7,244) -
Valhi dividends paid (5,778) (5,792)
Common stock reacquired - (2,301)
Discontinued operations, net (5) -
Other, net 1,755 664
Net cash provided (used) by financing
activities
185,880 (82,891)
Cash and cash equivalents - net change from:
Operating, investing and financing 8,425 192,065
activities
Currency translation (1,622) (495)
Business unit sold - (7,630)
Cash and equivalents at beginning of period 255,679 360,369
Cash and equivalents at end of period $ 262,482 $544,309
Supplemental disclosures:
Cash paid for:
Interest, net of amounts capitalized $ 11,449 $ 10,957
Income taxes, net 26,862 29,807
Business unit acquired - net assets
consolidated:
Cash and cash equivalents $
Goodwill - 19,947
Other intangible assets - 3,133
Other non-cash assets - 17,782
Liabilities - (7,809)
Cash paid $ - $ 33,053
</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, 1997 has been condensed from the
Company's audited consolidated financial statements at that date. The
consolidated balance sheet at March 31, 1998 and the consolidated statements of
operations, comprehensive income, stockholders' equity and cash flows for the
interim periods ended March 31, 1997 and 1998 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. Certain
information normally included in financial statements prepared in accordance
with generally accepted accounting principles has been condensed or omitted.
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,
1997 (the "1997 Annual Report").
The extraordinary item, stated net of allocable income tax benefit and
minority interest, relates to the prepayment of certain indebtedness at 58%-
owned NL Industries. See Notes 8 and 12.
Basic earnings per share of common stock is based upon the weighted average
number of common shares actually outstanding during each period. Diluted
earnings per share of common stock includes the impact of outstanding dilutive
stock options.
In January 1998, the Company's board of directors authorized the Company to
purchase up to 2 million shares of its common stock in open market or privately-
negotiated transactions over an unspecified period of time. As of March 31,
1998, the Company had purchased approximately 240,000 shares for an aggregate of
$2.3 million pursuant to such authorization. Other commitments and
contingencies are discussed in Notes 7 and 12, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Legal Proceedings"
and the 1997 Annual Report.
Contran Corporation holds, directly or through subsidiaries, approximately
93% of Valhi's outstanding common stock. Substantially all of Contran's
outstanding voting stock is held by trusts established for the benefit of
certain children and grandchildren of Harold C. Simmons, of which Mr. Simmons is
sole trustee. Mr. Simmons, the Chairman of the Board and Chief Executive
Officer of Valhi and Contran, may be deemed to control such companies.
NOTE 2 - BUSINESS SEGMENT INFORMATION:
% OWNED
OPERATIONS PRINCIPAL ENTITIES AT MARCH 31, 1998
Chemicals NL Industries, Inc. 58%
Component products CompX International Inc. 62%
Waste management Waste Control Specialists 58%
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
(IN MILLIONS)
<S> <C> <C>
Net sales:
Chemicals $239.5 $235.3
Component products 25.8 32.1
$265.3 $267.4
Operating income:
Chemicals $ 13.5 $ 37.4
Component products 6.3 4.3
19.8 41.7
Gain on:
Disposal of business unit - 330.2
Reduction in interest in CompX - 67.9
General corporate items:
Securities earnings 14.7 17.3
Expenses, net (34.9) (7.8)
Interest expense (30.7) (25.4)
(31.1) 423.9
Equity in losses of Waste Control Specialists (2.7) (3.2)
Income (loss) before income taxes $(33.8) $420.7
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
DEPRECIATION,
DEPLETION AND CAPITAL
AMORTIZATION EXPENDITURES
1997 1998 1997 1998
(IN MILLIONS)
<S> <C> <C> <C> <C>
Chemicals $15.0 $13.3 $8.9 $2.4
Component products .8 1.0 .5 1.6
Other .1 .1 .2 -
$15.9 $14.4 $9.6 $4.0
</TABLE>
NL's chemicals operations are conducted through its subsidiaries Kronos,
Inc. (titanium dioxide pigments or "TiO2") and Rheox, Inc. (specialty
chemicals). In January 1998, NL sold its specialty chemicals business unit
conducted by Rheox. See Note 12. The Company's component products subsidiary
(CompX) is owned by Valcor, Inc., a wholly-owned subsidiary of Valhi. In March
1998, CompX completed an initial public offering of shares of its common stock
which, along with the award of certain shares of its common stock in connection
with the offering, reduced the Company's ownership interest in CompX to 62%.
See Note 13. Both NL (NYSE: NL) and CompX (NYSE: CIX) file periodic reports
pursuant to the Securities Exchange Act of 1934, as amended. The Company has
not consolidated its majority-owned subsidiary, Waste Control Specialists,
because the Company is not deemed to control Waste Control Specialists. In April
1998, Valhi contributed $10 million to Waste Control Specialists' equity,
thereby increasing its membership interest to 64%. Approximately $7 million of
such equity contribution was used by Waste Control Specialists to reduce the
outstanding balance of its revolving borrowings from the Company. The Company
also holds an option to make an additional $10 million equity contribution to
Waste Control Specialists which, if contributed, would increase its membership
interest to approximately 69%. See Note 6. The results of the Company's former
building products and fast food operations are presented as discontinued
operations. See Note 14. In March 1998, CompX completed the acquisition of a
lock competitor for approximately $33 million cash consideration.
NOTE 3 - MARKETABLE SECURITIES:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Noncurrent assets (available-for-sale):
The Amalgamated Sugar Company LLC $170,000 $170,000
Dresser Industries common stock 87,823 89,641
Other securities 15,793 27,302
$273,616 $286,943
</TABLE>
At March 31, 1998, Valhi held 3.1 million shares of Dresser common stock
(aggregate cost of $25 million) with a quoted market price of $48.06 per share,
or an aggregate market value of $148 million. Valhi's LYONs are exchangeable at
any time, at the option of the LYON holder, for such Dresser shares, and the
carrying value of the Dresser stock is limited to the accreted LYONs obligation.
See Note 8. See the 1997 Annual Report for a discussion of the Company's
investment in The Amalgamated Sugar Company LLC. The aggregate cost of other
available-for-sale securities (primarily common stocks) is approximately $20
million at March 31, 1998.
NOTE 4 - INVENTORIES:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Raw materials:
Chemicals $ 45,844 $ 40,416
Component products 2,057 5,465
47,901 45,881
In process products:
Chemicals 8,018 7,375
Component products 5,193 6,188
13,211 13,563
Finished products:
Chemicals 108,292 90,502
Component products 3,775 4,151
112,067 94,653
Supplies 31,539 30,504
$204,718 $184,601
</TABLE>
NOTE 5 - ACCRUED LIABILITIES:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Current:
Employee benefits $ 44,457 $ 38,572
Environmental costs 11,118 10,881
Plant closure costs 3,289 2,836
Interest 7,019 13,919
Deferred income 915 4,502
Miscellaneous taxes 571 1,084
Other 47,352 48,572
$114,721 $120,366
Noncurrent:
Insurance claims and expenses $ 13,674 $ 13,944
Employee benefits 11,490 11,330
Deferred income 1,480 16,783
Other 1,536 5,166
$ 28,180 $ 47,223
</TABLE>
NOTE 6 - OTHER NONCURRENT ASSETS:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Investment in joint ventures:
TiO2 manufacturing joint venture $170,830 $171,202
Waste Control Specialists LLC 15,518 12,347
Other 1,891 -
188,239 183,549
Loan to Waste Control Specialists LLC 4,000 10,000
$192,239 $193,549
Loans and notes receivable:
Snake River Sugar Company $ 80,000 $ 80,000
Other 12,183 12,272
92,183 92,272
Less current portion 9,627 9,840
Noncurrent portion $ 82,556 $ 82,432
Deferred financing costs $ 11,646 $ 9,475
Intangible assets 4,487 6,688
Other 10,134 9,579
$ 26,267 $ 25,742
</TABLE>
In April 1998, the maturity of the Company's $10 million revolving loan to
Waste Control Specialists was extended one year to December 31, 1999.
NOTE 7 - ACCOUNTS WITH AFFILIATES:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Current receivable from affiliates $ 104 $ 137
Noncurrent loan to Contran Corporation $ - $99,000
Current payable to affiliates:
Income taxes payable to Contran $19,472 $ 2,618
Tremont Corporation 3,354 3,364
Louisiana Pigment Company 8,513 7,371
Other, net (343) (268)
$30,996 $13,085
</TABLE>
In February 1998, Valhi entered into a $120 million revolving credit
facility with Contran ($99 million outstanding at March 31, 1998). Borrowings
by Contran bear interest at the prime rate (8.5% at March 31, 1998) and are
collateralized by substantially all of Contran's assets, including 8 million
Valhi shares held by Contran and shares in certain other Contran subsidiaries
which, in the aggregate, hold a controlling interest in Valhi. The facility
matures no later than August 10, 1998. Approximately $25 million of such
borrowings repaid certain demand loans owed by Contran to Valhi which was
collateralized by Contran's borrowing availability under a third-party credit
facility. Such third-party credit facility was terminated by Contran in
February 1998 in order to, among other things, allow Contran to pledge certain
of the collateral to Valhi described above. Contran has used substantially all
of the remaining amount borrowed from Valhi to fund the settlement of a lawsuit
that had unsuccessfully sought to remove Mr. Simmons as trustee of two of the
family trusts described in Note 1.
In March 1998, Contran offered to sell approximately 2.9 million shares of
Tremont Corporation common stock held by Contran and certain of its subsidiaries
to Valhi in a privately-negotiated transaction. Such shares represent
approximately 44% of Tremont's outstanding common stock. Valhi's board of
directors has formed a special committee comprised of two of its members who
are not officers of affiliated companies and has authorized such special
committee to review and act on the proposal. Such directors have retained their
own legal and financial advisors, and such directors will act on behalf of Valhi
to negotiate mutually acceptable terms and conditions of the sale. Contran has
advised the Company that it intends to first utilize the proceeds resulting from
the proposed transaction, if consummated, to repay the outstanding balance under
the $120 million revolving credit facility. There can be no assurance that any
such transaction will be completed. If the proposed transaction is consummated,
the Company would account for its interest in Tremont by the equity method. At
March 31, 1998, the quoted market price of Tremont's common stock was $58.13 per
share.
Because Contran intends to first utilize the proceeds from the proposed
sale of Tremont common stock to Valhi, if consummated, to repay the outstanding
balance under the $120 million revolving credit facility, the Company has
classified the outstanding principal amount of such facility as a noncurrent
asset at March 31, 1998.
NOTE 8 - NOTES PAYABLE AND LONG-TERM DEBT:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Notes payable -
Kronos - non-U.S. bank credit agreement
(DM 25,000 and DM 60,500)
$ 13,968 $ 33,233
Long-term debt:
Valhi: LYONs $ 87,823 $ 89,641
Snake River Sugar Company 250,000 250,000
Valcor Senior Notes 2,431 2,431
NL Industries:
Senior Secured Notes 250,000 250,000
Senior Secured Discount Notes 169,857 164,229
Deutsche mark bank credit facility
(DM 288,322 and DM 227,322) 161,085 124,868
Rheox bank credit facility 117,500 -
Joint venture term loan 42,429 -
Other 3,282 2,629
Total NL Industries 744,153 541,726
Other 534 889
1,084,941 884,687
Less current maturities 76,854 23,142
$1,008,087 $861,545
</TABLE>
NL used a portion of the net proceeds from the January 1998 sale of its
specialty chemicals business unit to prepay and terminate Rheox's bank credit
facility, and in March 1998 NL prepaid and terminated the joint venture term
loan. In February 1998, CompX obtained a new $100 million unsecured revolving
bank credit facility (nil outstanding at March 31, 1998). See Note 12 and
"Management's Discussion and Analysis of Financial Position and Results of
Operations."
NOTE 9 - OTHER INCOME:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Securities earnings:
Interest and dividends $14,605 $ 17,172
Securities transactions 133 122
14,738 17,294
Currency transactions, net 496 478
Other, net 1,467 2,856
$16,701 $20,628
</TABLE>
NOTE 10 - PROVISION FOR INCOME TAXES (BENEFIT):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
(IN MILLIONS)
<S> <C> <C>
Continuing operations:
Expected tax expense (benefit) $(11.8) $147.3
Incremental tax and rate differences on
equity in (12.7) 71.1
earnings of non-tax group companies
Change in NL's deferred income tax
valuation allowance 12.9 (42.7)
State income taxes, net .4 8.5
Excess of tax basis over book basis of the
common stock of foreign subsidiaries sold - (12.1)
No tax benefit for goodwill amortization .8 9.8
Non-U.S. tax rates (.2) -
Other, net (.1) (.3)
$(10.7) $181.6
Comprehensive provision (benefit) for income
taxes
allocated to:
Continuing operations $(10.7) $181.6
Discontinued operations 9.3 -
Extraordinary item - (1.3)
Equity adjustment components:
Marketable securities 12.2 1.6
Currency translation (1.8) (.2)
Pension liabilities - .6
$ 9.0 $182.3
</TABLE>
NOTE 11 - MINORITY INTEREST:
The components of minority interest in net assets and net earnings are
presented in the following tables.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Minority interest in net assets:
NL Industries $ - $33,377
CompX - 43,025
Foreign subsidiaries of NL 257 266
Foreign subsidiaries of CompX - 122
$ 257 $76,790
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1998
(IN THOUSANDS)
<S> <C> <C>
Minority interest in net earnings (losses) -
continuing operations:
NL Industries $ - $33,925
CompX - 526
Foreign subsidiaries of NL 8 15
Foreign subsidiaries of CompX - (16
)
$ 8 $34,450
</TABLE>
NL Industries. At December 31, 1997, NL's separate financial statements
reflected a stockholders' deficit of approximately $222 million and,
accordingly, no minority interest in NL was reported in the Company's
consolidated balance sheet at that date. Until such time as NL reported
positive stockholders' equity, all undistributed income or loss and other
undistributed changes in NL's reported stockholders' equity accrued to the
Company for financial reporting purposes. Beginning in the first quarter of
1998, NL resumed reporting positive stockholders' equity, and consequently the
Company resumed reporting minority interest in NL's net earnings and net assets
in 1998.
CompX. In March 1998, CompX completed an initial public offering of shares
of its common stock which, along with the award of certain shares of its common
stock in connection with the offering, reduced the Company's ownership interest
in CompX from 100% to 62%. See Note 13. Following CompX's public offering, the
Company commenced reporting minority interest in CompX's net earnings and net
assets.
NOTE 12 - DISPOSAL OF BUSINESS UNIT:
In January 1998, NL sold its specialty chemicals business unit conducted by
Rheox for $465 million cash consideration (before fees and expenses), including
$20 million attributable to a five-year agreement by NL not to compete in the
rheological products business. The Company reported a $330.2 million pre-tax
gain on the disposal of this business unit in the first quarter of 1998. The
Company's first quarter 1997 results include net sales of $35.1 million and
operating income of $9.7 million related to this business unit (1998 prior to
the sale - $12.7 million and $2.7 million, respectively).
A portion of the net proceeds from the disposal of this business unit was
used to prepay and terminate Rheox's bank credit facility. The remaining net
proceeds are available for NL's general corporate purposes as permitted by the
indentures governing NL's publicly-traded Senior Notes. Under the terms of such
indentures, NL is required to make an offer to purchase a pro rata portion of
the NL Notes, at par value for the 11.75% Senior Secured Notes and at accreted
value for the 13% Senior Secured Discount Notes, to the extent that a specified
amount of these net proceeds are not used to either permanently paydown certain
indebtedness of NL or its subsidiaries or invest in additional productive
assets, both as defined in the indentures, within nine months of the
disposition. In this regard, NL has advised the other 50%-owner of the TiO2
manufacturing joint venture of its interest in acquiring the portion of the Ti02
manufacturing joint venture NL does not currently own, and NL prepaid and
terminated the joint venture term loan in March 1998. The Senior Secured
Discount Notes can first be redeemed, at the option of NL, in October 1998 at a
price of 106% of their principal amount. NL may elect to redeem the Senior
Secured Discount Notes depending on market conditions, availability of resources
and other factors. NL may acquire the Senior Secured Notes or Senior Secured
Discount Notes in the open market, including $11 million accreted value of the
Senior Secured Discount Notes acquired in open market transactions in the first
quarter of 1998.
NOTE 13 - REDUCTION IN INTEREST IN COMPX:
In March 1998, CompX completed an initial public offering of shares of its
common stock for net proceeds to CompX of approximately $110.4 million. Such
net proceeds are available for CompX's general corporate purposes. CompX used
$75 million of such net proceeds to repay outstanding borrowings under its new
bank credit facility, of which $50 million was incurred in connection with the
repayment of certain intercompany indebtedness owed by CompX to Valcor and $25
million which was incurred in connection with CompX's acquisition of a lock
competitor. As a result of the public offering of shares of CompX common stock
and CompX's award of certain shares of its common stock in connection with the
offering, the Company's ownership interest in CompX was reduced to 62%. The
Company reported a $67.9 million pre-tax gain on the Company's reduction in
interest in CompX in the first quarter of 1998. Deferred income taxes were
provided on this gain on reduction in interest in CompX.
NOTE 14 - DISCONTINUED OPERATIONS:
The components of discontinued operations for the first three months of
1997 are presented in the following table.
<TABLE>
<CAPTION>
AMOUNT
(IN THOUSANDS)
<S> <C>
Medite Corporation (building products) $15,148
Sybra, Inc. (fast food) 523
$15,671
</TABLE>
Condensed income statement and cash flow data for Medite and Sybra for the
first three months of 1997 is presented below.
<TABLE>
<CAPTION>
MEDITE SYBRA
(IN MILLIONS)
<S> <C> <C>
Income statement data:
Operations:
Net sales $ 12.9 $27.8
Operating income $ 1.7 $ 1.4
Interest expense and other, net (.1) (.6)
Pre-tax income 1.6 .8
Income tax expense .6 .3
1.0 .5
Net gain on disposal:
Pre-tax gain 22.5 -
Income tax expense 8.4 -
14.1 -
$ 15.1 $ .5
Cash flow data:
Cash flows from operating activities $(36.5) $ (.1)
Cash flows from investing activities:
Capital expenditures (.4) (1.1)
Proceeds from disposal of assets 35.1 .4
34.7 (.7)
$ (1.8) $ (.8)
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS:
The Company reported income from continuing operations of $204.7 million,
or $1.76 per diluted share, in the first quarter of 1998 compared to a loss from
continuing operations of $23.1 million, or $.20 per diluted share, in the first
quarter of 1997. The 1998 results of operations include a $330 million pre-tax
gain ($152 million, or $1.31 per diluted share, net of income taxes and minority
interest) related to the sale of NL's specialty chemicals business unit and a
$68 million pre-tax gain ($44 million, or $.38 per diluted share, net of income
taxes) related to the Company's reduction in interest in CompX. See Notes 12
and 13 to the Consolidated Financial Statements, respectively. The 1997 results
of operations include a $30 million pre-tax charge ($19.5 million, or $.17 per
diluted share, net of income taxes) related to adoption of a new accounting
standard regarding accounting for environmental remediation liabilities at NL.
The statements in this Quarterly Report on Form 10-Q relating to matters
that are not historical facts, including, but not limited to, statements found
in this "Management's Discussion and Analysis of Financial Condition and Results
of Operations," are forward-looking statements that involve a number of risks
and uncertainties. Factors that could cause actual future results to differ
materially from those expressed in such forward-looking statements include, but
are not limited to, future supply and demand for the Company's products
(including cyclicality thereof), general economic conditions, competitive
products and substitute products, customer and competitor strategies, the impact
of pricing and production decisions, potential difficulties in integrating
acquisitions, environmental matters, government regulations and possible changes
therein, the ultimate resolution of pending litigation and possible future
litigation, and other risks and uncertainties as discussed in this Quarterly
Report and the 1997 Annual Report.
CHEMICALS
As discussed above, in January 1998 NL sold its specialty chemicals
business unit conducted by Rheox.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, %
1997 1998 CHANGE
(IN MILLIONS)
<S> <C> <C> <C>
Net sales:
Kronos $204.4 $222.6 +9%
Rheox 35.1 12.7
$239.5 $235.3
Operating income:
Kronos $ 3.8 $ 34.7 +804%
Rheox 9.7 2.7
$ 13.5 $ 37.4
</TABLE>
Kronos' TiO2 sales and operating income increased in the first quarter of
1998 compared to the first quarter of 1997 due primarily to higher average Ti02
selling prices, improved production volumes and record sales volumes. Kronos'
average TiO2 selling prices have generally been increasing since early 1997, and
Kronos' average TiO2 selling prices in the first quarter of 1998 were 17% higher
than the first quarter of 1997 and 5% higher than the fourth quarter of 1997.
NL expects further increases in its TiO2 selling prices during the remainder of
1998. Kronos achieved record TiO2 sales volumes in the first quarter of 1998.
Kronos' first quarter 1998 sales volumes increased 2% compared with the first
quarter of 1997 as increased volumes in Europe more than offset lower volumes in
other regions. NL expects its TiO2 operating income and margins will continue
to improve in 1998 compared to 1997 due primarily to expected higher average
Ti02 selling prices. Calendar 1998 Ti02 sales volumes are expected to
approximate calendar 1997 volumes.
A significant amount of NL's sales generated from its non-U.S. operations
are denominated in currencies other than the U.S. dollar, primarily major
European currencies and the Canadian dollar. Consequently, the translated U.S.
dollar value of NL's foreign sales and operating results are subject to currency
exchange rate fluctuations which may favorably or adversely impact reported
earnings and affect the comparability of period to period operating results. In
addition, a portion of NL's sales generated from its non-U.S. operations are
denominated in the U.S. dollar, and exchange rate fluctuations do not impact the
reported amount of such net sales. Certain raw materials, primarily titanium-
containing feedstocks, are purchased in U.S. dollars, while labor and other
production costs are denominated primarily in the local currencies.
Fluctuations in the value of the U.S. dollar relative to other currencies
decreased NL's sales in the first quarter of 1998 by $15 million compared to the
first quarter of 1997. Fluctuations in the value of the U.S. dollar relative to
other currencies similarly impacted NL's foreign currency-denominated operating
expenses, and the net impact of currency exchange rate fluctuations on NL's
operating income comparisons was not significant.
The Company's purchase accounting adjustments made in conjunction with the
acquisitions of its interest in NL result in additional depreciation, depletion
and amortization expense beyond amounts separately-reported by NL. Such
additional non-cash expenses reduce chemicals operating income, as reported by
Valhi, by approximately $21 million annually as compared to amounts separately
reported by NL (approximately $19 million related to TiO2 and approximately $2
million related to the disposed specialty chemicals business unit).
COMPONENT PRODUCTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, %
1997 1998 CHANGE
(IN MILLIONS)
<S> <C> <C> <C>
Net sales $25.8 $32.1 +24%
Operating income 6.3 4.3 -31%
</TABLE>
Component products net sales increased in the first quarter of 1998
compared to the first quarter of 1997 due to higher sales volumes in all three
major product lines (ergonomic computer support systems, precision ball bearing
slides and locks). The higher sales volumes of locks resulted primarily from
the March 1998 acquisition of a lock competitor, which acquisition generated
approximately $2 million of net sales subsequent to the acquisition. Component
products operating income in the first quarter of 1998 includes a $3.3 million
non-cash charge related to the award of certain shares of CompX's common stock
in connection with the completion of its initial public offering in March 1998.
Excluding the stock award charge, operating income margins in both periods were
approximately 24%. Also excluding the effect of the March 1998 acquisition,
operating income margins increased by approximately 1% in the first quarter of
1998 compared to the first quarter of 1997.
WASTE MANAGEMENT
Waste Control Specialists reported a loss of $3.2 million during the first
quarter of 1998 compared to a loss of $2.7 million during the first quarter of
1997. Waste Control Specialists reported net sales of $1.9 million in the first
quarter of 1998 compared to a nominal amount of net sales in the first quarter
of 1997. Operating losses in both periods include expenditures in connection
with the pursuit of permits covering the processing, treatment, storage and
disposal of low-level and mixed radioactive waste.
OTHER
Gains on disposal of business unit and reduction in interest in CompX. See
Notes 12 and 13, respectively, to the Consolidated Financial Statements. The
pre-tax gain on disposal of NL's specialty chemicals business unit differs from
the amount separately-reported by NL due to the write-off of a portion of the
Company's purchase accounting adjustments which were related to the net assets
sold, including an allocated portion of goodwill associated with the Company's
investment in NL.
General corporate items. Securities earnings increased in the first quarter
of 1998 compared to the first quarter of 1997 due primarily to a higher level of
funds available for investment. Securities earnings in both periods also
include a nominal amount of securities transaction gains related to the
disposition of a portion of the shares of Dresser Industries common stock held
by the Company when certain holders of the Company's LYONs debt obligation
exercised their right to exchange their LYONs for such Dresser shares. Any
additional exchanges in 1998 or beyond would similarly result in additional
securities transaction gains.
Net general corporate expenses in the first quarter of 1997 included NL's
$30 million pre-tax charge related to adoption of a new accounting standard
regarding environmental remediation liabilities. Such charge is included in
selling, general and administrative expenses in 1997. NL's $20 million of
proceeds from the disposal of its specialty chemicals business unit related to
its agreement not to compete in the rheological products business will be
recognized as a component of general corporate income (expense) ratably over the
five-year non-compete period.
Interest expense. Interest expense decreased in the first quarter of 1998
compared to the first quarter of 1997 due primarily to a lower average level of
outstanding indebtedness (primarily Valhi's LYONs, Valcor Senior Notes and
indebtedness related to NL's specialty chemicals business unit which was prepaid
in January 1998).
Minority interest. See Note 11 to the Consolidated Financial Statements.
Provision for income taxes. The principal reasons for the difference
between the Company's effective income tax rates and the U.S. federal statutory
income tax rates are explained in Note 10 to the Consolidated Financial
Statements. 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. Also, certain
subsidiaries, including NL and, beginning in March 1998, CompX, are not members
of the consolidated U.S. tax group, and the Company provides incremental income
taxes on such earnings. In addition, in the first quarter of 1998 NL reduced its
deferred income tax valuation allowance by approximately $42.7 million primarily
as a result of utilization of certain tax attributes for which the benefit had
not been previously recognized under the "more-likely-than-not" recognition
criteria.
Discontinued operations and extraordinary item. See Notes 14 and 1,
respectively, to the Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES:
Cash flows from operating activities. Trends in cash flows from operating
activities (excluding the impact of significant asset dispositions and relative
changes in assets and liabilities) are generally similar to trends in the
Company's earnings. Changes in assets and liabilities generally result from the
timing of production, sales, purchases and income tax payments. NL will pay cash
income taxes later in 1998 as a result of the sale of its specialty chemicals
business unit. At the time of payment, such cash income taxes will be shown as
a reduction in cash flows from operating activities even though the pre-tax
proceeds from such disposal are shown as a component of cash flows from
investing activities.
Cash flows from investing and financing activities. NL's and CompX's
aggregate capital expenditures for 1998 are expected to approximate the $37
million spent in 1997. Capital expenditures in 1998 are expected to be financed
primarily from operations or existing cash resources and credit facilities.
During the first quarter of 1998, (i) Valhi loaned a net $99 million to
Contran pursuant to the terms of the $120 million revolving credit facility,
(ii) Valhi loaned $6 million to Waste Control Specialists, (iii) Valhi purchased
$8 million of additional shares of NL common stock and $9 million of certain
marketable securities and (iv) CompX purchased a lock competitor for $33
million. In addition, in January 1998 NL sold its specialty chemicals business
unit conducted by Rheox for $465 million cash consideration (before fees and
expenses), including $20 million attributable to a five-year agreement by NL not
to compete in the rheological products business.
Net repayments of indebtedness in the first quarter of 1998 include the
prepayment and termination of the Rheox bank credit facility and the joint
venture term loan. In accordance with the terms of the DM credit facility, NL
also prepaid DM 81 million ($44 million when paid) of the DM term loan, of which
DM 49 million fully satisfied the September 1998 scheduled term loan payment and
DM 32 million reduced the March 1998 scheduled term loan payment. A portion of
the funds for such prepayment of the DM credit facility was provided by a DM 35
million ($19 million when borrowed) increase in outstanding borrowings under
NL's short-term non-U.S. credit facilities.
At March 31, 1998, unused credit available under existing credit facilities
approximated $189 million, which was comprised of $100 million available to
CompX under its new revolving senior credit facility discussed below, $74
million available to NL under non-U.S. credit facilities and $15 million
available to Valhi.
In March 1998, CompX completed an initial public offering of shares of its
common stock for net proceeds to CompX of approximately $110.4 million. Such
net proceeds are available for CompX's general corporate purposes. CompX used
$75 million of such net proceeds to repay outstanding borrowings under its new
bank credit facility, $50 million of which were incurred to repay certain
intercompany indebtedness owed by CompX to Valcor and $25 million of which was
used to fund the acquisition of the lock competitor.
In January 1998, the Company's board of directors authorized the Company to
purchase up to 2 million shares of its common stock in open market or privately-
negotiated transactions over an unspecified period of time. As of March 31,
1998, the Company had purchased approximately 240,000 shares for an aggregate of
$2.3 million pursuant to such authorization.
CHEMICALS - NL INDUSTRIES
Pricing within the TiO2 industry is cyclical, and changes in industry
economic conditions can significantly impact NL's earnings and operating cash
flows. Average TiO2 selling prices began a downward trend in the last half of
1995, and continued to decline throughout 1996 and the first quarter of 1997.
NL's average TiO2 prices began to increase during the second quarter of 1997 and
continued to increase throughout the remainder of 1997 and the first quarter of
1998. NL expects further increases in its TiO2 selling prices during the
remainder of 1998. However, no assurance can be given that price trends will
conform to NL's expectations and future cash flows could be adversely affected
should prices trend downward.
In January 1998, NL sold its specialty chemicals business unit conducted by
Rheox for $465 million cash consideration (before fees and expenses), including
$20 million attributable to a five-year agreement by NL not to compete in the
rheological products business. A portion of the net proceeds was used to prepay
and terminate Rheox's bank credit facility. The remaining net proceeds of
approximately $262 million are available for NL's general corporate purposes,
subject to compliance with the terms of the indentures governing its publicly-
traded debt. NL intends to use the remaining net proceeds to invest in
additional TiO2 production capacity or to reduce its debt. In this regard, NL
has advised the other 50%-owner of the TiO2 manufacturing joint venture of its
interest in acquiring the portion of the Ti02 manufacturing joint venture NL
does not currently own, and NL prepaid and terminated its joint venture term
loan in March 1998. Under the terms of such indentures, NL is required to make
an offer to purchase a pro rata portion of such notes, at par value for the
11.75% Senior Secured Notes and at accreted value for the 13% Senior Secured
Discount Notes, to the extent that a specified amount of these net proceeds are
not used to either permanently paydown certain indebtedness of NL or its
subsidiaries or invest in additional productive assets (including additional
Ti02 production capacity), both as defined in the indentures, within nine months
of the disposition. The Senior Secured Discount Notes can first be redeemed, at
the option of NL, in October 1998 at a price of 106% of their principal amount.
NL may elect to redeem the Senior Secured Discount Notes depending on market
conditions, availability of resources and other factors it deems relevant. NL
may acquire the Senior Secured Notes or Senior Secured Discount Notes in the
open market, including $11 million accreted value of the Senior Secured Discount
Notes acquired in open market transactions in the first quarter of 1998.
Based upon NL's expectations for the TiO2 industry and anticipated demands
on NL's cash resources, NL expects to have sufficient liquidity to meet its
near-term obligations including operations, capital expenditures and debt
service. To the extent that actual developments differ from NL's expectations,
NL's liquidity could be adversely affected.
Certain of NL's U.S. and non-U.S. tax returns are being examined and tax
authorities have or may propose tax deficiencies. NL has previously reached an
agreement with the German tax authorities, and paid certain tax deficiencies of
approximately DM 44 million ($28 million when paid), including interest, which
resolved certain significant tax contingencies for years through 1990. During
1997, NL reached a tentative agreement with the German tax authorities regarding
the years 1991 through 1994, and NL expects to pay DM 9 million ($5 million at
March 31, 1998) during 1998 in settlement of certain tax issues. Certain other
significant German tax contingencies remain outstanding for the years 1990
through 1996 and will continue to be litigated. With respect to these
contingencies, NL has received certain tax assessments aggregating DM 119
million ($65 million), including non-income tax related items and interest, for
the years through 1996. NL expects to receive tax assessments for an additional
DM 20 million ($11 million), including non-income tax related items and
interest, for 1991 through 1994. No payments of tax or interest deficiencies
related to these assessments are expected to be required until the litigation is
resolved.
A 1997 German tax court proceeding involving a tax issue substantially the
same as that involved in NL's primary remaining German tax contingency was
decided in favor of the taxpayer. The German tax authorities have appealed the
decision to the German Supreme Court; NL believes that the decision by the
German Supreme Court will be rendered within two years and will become a legal
precedent which will likely determine the outcome of NL's primary dispute with
the German tax authorities which aggregates DM 121 million. Although NL believes
that it will ultimately prevail in the litigation, NL has granted a DM 94
million ($52 million) lien on its Nordenham, Germany TiO2 plant in favor of the
City of Leverkusen, and a DM 5 million lien in favor of the German tax
authorities.
During 1997, NL received a tax assessment from the Norwegian tax
authorities proposing tax deficiencies of NOK 51 million ($7 million at March
31, 1998) relating to 1994. NL has appealed this assessment and expects to
litigate this issue.
No assurance can be given that these tax matters will be resolved in NL's
favor in view of the inherent uncertainties involved in court proceedings. NL
believes that it has adequately provided accruals for additional 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, mining locations and facilities currently or
previously owned, operated or used by NL, certain of which are on the U.S. EPA's
Superfund National Priorities List or similar state lists. On a quarterly
basis, NL evaluates the potential range of its liability at sites where it has
been named as a PRP or defendant. NL believes it has provided adequate accruals
($134 million at March 31, 1998) for reasonably estimable costs of such matters,
but NL's ultimate liability may be affected by a number of factors, including
changes in remedial alternatives and costs and the allocation of such costs
among PRPs. It is not possible to estimate the range of costs for certain
sites. The upper end of the range of reasonably possible costs to NL for sites
for which it is possible to estimate costs is approximately $175 million. NL's
estimates of such liabilities have not been discounted to present value, and NL
has not recognized any potential insurance recoveries. No assurance can be
given that actual costs will not exceed accrued amounts or the upper end of the
range for sites for which estimates have been made and no assurance can be given
that costs will not be incurred with respect to sites as to which no estimate
presently can be made. NL is also a defendant in a number of legal proceedings
seeking damages for personal injury and property damage arising from the sale of
lead pigments and lead-based paints. NL has not accrued any amounts for the
pending lead pigment and lead-based paint litigation. There is no assurance
that NL will not incur future liability in respect of this pending litigation in
view of the inherent uncertainties involved in court and jury rulings in pending
and possible future cases. However, based on, among other things, the results
of such litigation to date, NL believes that the pending lead pigment and lead-
based paint litigation is without merit. Liability that may result, if any,
cannot reasonably be estimated. In addition, various legislation and
administrative regulations have, from time to time, been enacted or proposed
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.
Examples of such proposed legislation include bills which would permit civil
liability for damages on the basis of market share, rather than requiring
plaintiffs to prove that the defendant's product caused the alleged damage. NL
currently believes the disposition of all claims and disputes, individually or
in the aggregate, should not have a material adverse effect on its 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.
NL periodically evaluates its liquidity requirements, alternative uses of
capital, capital needs and availability of resources in view of, among other
things, its capital resources, 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, repurchase or
restructure indebtedness, raise additional capital, issue additional securities,
modify its dividend policy, 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, divestiture, joint
venture or other business combinations in the chemicals industry. In the event
of any such transaction, NL may consider using its available cash, issuing its
equity securities or refinancing or increasing its indebtedness to the extent
permitted by the agreements governing NL's existing debt. In this regard, the
Indentures governing NL's publicly-traded debt contain provisions which limit
the ability of NL and its subsidiaries to incur additional indebtedness or hold
noncontrolling interests in business units.
COMPONENT PRODUCTS - COMPX INTERNATIONAL
In February 1998, CompX entered into a new $100 million revolving senior
credit facility and used a portion of the net proceeds to repay a $50 million
demand note to Valcor which CompX had distributed to Valcor in December 1997.
The new credit facility is unsecured and is due in 2003. Borrowings are
available for CompX's general corporate purposes, including potential
acquisitions. The new credit facility contains provisions which, among other
things, require the maintenance of minimum levels of net worth, require the
maintenance of certain financial ratios, limit dividends and additional
indebtedness and contain other provisions and restrictive covenants customary in
lending transactions of this type. In March 1998, CompX completed the
acquisition of a lock competitor for approximately $33 million cash
consideration, using available cash on hand and $25 million of borrowings under
the new credit facility.
Also, in March 1998, CompX completed an initial public offering of shares
of its common stock. The net proceeds to CompX were approximately $110.4
million. Of such net proceeds, $75 million was used to completely repay the
outstanding balance of CompX's new $100 million credit facility discussed above.
CompX believes that the net proceeds to CompX from the offering, after repayment
of borrowings under the new credit facility, together with cash generated from
operations and borrowing availability under the new credit facility will be
sufficient to meet CompX's liquidity needs for working capital, capital
expenditures, debt service and future acquisitions for the foreseeable future.
GENERAL CORPORATE - VALHI
Valhi's operations are conducted primarily through subsidiaries and
affiliates (NL Industries, CompX and Waste Control Specialists). Accordingly,
Valhi's long-term ability to meet its parent company level corporate obligations
is dependent in large measure on the receipt of dividends or other distributions
from its subsidiaries. NL, which paid dividends in the first three quarters of
1996, suspended its dividend in the fourth quarter of 1996. Suspension of NL's
dividend did not materially adversely impact Valhi's financial position or
liquidity. In May 1998, NL resumed regular quarterly dividends at a rate of $.03
per NL share starting in the second quarter of 1998. At that rate, and based on
the 29.8 million NL shares held by Valhi at March 31, 1998, Valhi would receive
aggregate annual dividends from NL of approximately $3.6 million. Various
credit agreements to which certain 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 Valhi's
ability to service its parent company level obligations. Valhi has not
guaranteed any indebtedness of its subsidiaries. At March 31, 1998, Valhi had
$142 million of parent level cash and cash equivalents, including $7 million
held by Valcor which could be distributed to Valhi.
Valhi's LYONs do not require current cash debt service. At March 31, 1998,
Valhi held 3.1 million shares of Dresser common stock, which shares are held in
escrow for the benefit of holders of the LYONs. The LYONs are exchangeable at
any time, at the option of the holder, for the Dresser shares owned by Valhi.
Exchanges of LYONs for Dresser stock result in the Company reporting income
related to the disposition of the Dresser stock for both financial reporting and
income tax purposes, although no cash proceeds are generated by such exchanges.
Valhi's potential cash income tax liability that would have been triggered at
March 31, 1998, assuming exchanges of all of the outstanding LYONs for Dresser
stock at such date, was approximately $25 million. Valhi continues to receive
regular quarterly Dresser dividends (currently $.19 per share) on the escrowed
shares. At March 31, 1998, the LYONs had an accreted value equivalent to
approximately $29.20 per Dresser share, and the market price of the Dresser
common stock was $48.06 per share. The March 31, 1998 market price of Dresser
common stock is equal to the equivalent accreted LYONs obligation in September
2003.
In April 1998, Valhi contributed $10 million to Waste Control Specialists
equity, thereby increasing its membership interest to 64%. Approximately $7
million of such equity contribution was used by Waste Control Specialists to
reduce the outstanding balance of its revolving borrowings from the Company.
Also in April 1998, the maturity of the Company's $10 million revolving loan to
Waste Control Specialists was extended one year to December 31, 1999.
At March 31, 1998, Valhi's loan to Snake River Sugar Company has an
outstanding balance of $80 million. Valhi currently expects that distributions
received from the LLC, which are dependent in part upon the future operations of
the LLC, will exceed its debt service requirements under its $250 million loans
from Snake River. The cash proceeds to Valhi from the transfer of control of
Amalgamated's operations to Snake River, including amounts to be collected in
the future from Valhi's remaining $80 million loan to Snake River, are and will
be available for Valhi's general corporate purposes.
Redemption of the Company's interest in the LLC would result in the Company
reporting income related to the disposition of its LLC interest for both
financial reporting and income tax purposes, although the net cash proceeds that
would be generated from such a disposition would likely be less than the
specified redemption price due to Snake River's ability to simultaneously call
its $250 million loans to Valhi. As a result, such net cash proceeds generated
by redemption of the Company's interest in the LLC could be less than the income
taxes that would become payable as a result of the disposition.
In February 1998, Valhi entered into a new $120 million revolving credit
facility with Contran ($99 million outstanding at March 31, 1998). Borrowings
by Contran bear interest at the prime rate (8.5% at March 31, 1998), are
collateralized by, among other things, approximately 8 million shares of Valhi
common stock held by Contran and are due in August 1998. In March 1998, Contran
offered to sell approximately 2.9 million shares of Tremont Corporation common
stock to Valhi in a privately-negotiated transaction. There can be no assurance
that any such transaction will be consummated. See Note 7 to the Consolidated
Financial Statements.
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, repurchase
indebtedness in the market or otherwise, modify its dividend policy, consider
the sale of interests in subsidiaries, affiliates, 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 and related entities routinely evaluate 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. In this regard, the Indentures
governing the publicly-traded debt of NL contain provisions which limit the
ability of NL and its subsidiaries to incur additional indebtedness or hold
noncontrolling interests in business units.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to the 1997 Annual Report for descriptions of certain
legal proceedings.
In March 1998, the court (i) granted plaintiffs' motion for certification of
two plaintiff classes and (ii) granted defendants' motion for partial summary
judgment with respect to one of the counts in the previously-reported American
Federation of Grain Millers International, et al. v. Valhi, Inc. et al.
In April 1998, the previously-reported Midgard Corporation v. Medite of New
Mexico, Inc., et al. was settled. Pursuant to an executed settlement agreement,
Medite paid $975,000 to the plaintiff to settle the litigation, and Medite
withdrew its appeal.
Trial in the previously-reported Medite Corporation v. Public Service
Company of New Mexico is scheduled to begin late in the summer of 1998.
Adams v. NL Industries, et al. (No. A9701785). In March 1998, the
plaintiffs dismissed this case without prejudice.
Batavia, New York Superfund Site. In April 1998, the U.S. EPA indicated
that its claim for past costs from the PRPs, including NL, was approximately
$2.4 million.
De Leon vs. Exide Corp. and NL Industries, Inc. (No. DV98-02669-B). In
April 1998, NL was served with a complaint on behalf of 47 homeowners and their
spouses seeking damages for alleged loss of property value, repair costs, mental
anguish, environmental monitoring, punitive damages and injunctive relief in
connection with property allegedly contaminated by a secondary lead smelter
formerly owned by NL. The time for defendants to file their answer or other
response to the complaint has not yet expired. NL intends to defend the action
vigorously.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27.1 -Financial Data Schedule for the three-month period ended March
31, 1998.
(b) Reports on Form 8-K
Reports on Form 8-K for the quarter ended March 31, 1998.
January 14, 1998 - Reported Items 5 and 7.
January 27, 1998 - Reported Items 5 and 7.
January 30, 1998 - Reported Items 2 and 7.
February 6, 1998 - Reported Items 5 and 7.
February 11, 1998 - Reported Items 5 and 7.
February 12, 1998 - Reported Items 5 and 7.
March 10, 1998 - 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 May 12, 1998 By /s/ Bobby D. O'Brien
Bobby D. O'Brien
(Vice President,
Principal Financial Officer)
Date May 12, 1998 By /s/ Gregory M. Swalwell
Gregory M. Swalwell
(Controller,
Principal Accounting Officer)
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 May 12, 1998 By
Bobby D. O'Brien
(Vice President,
Principal Financial Officer)
Date May 12, 1998 By
Gregory M. Swalwell
(Controller,
Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
VALHI, INC.'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 544,309
<SECURITIES> 0
<RECEIVABLES> 189,951
<ALLOWANCES> 3,279
<INVENTORY> 184,601
<CURRENT-ASSETS> 938,660
<PP&E> 633,147
<DEPRECIATION> 127,214
<TOTAL-ASSETS> 2,428,580
<CURRENT-LIABILITIES> 337,028
<BONDS> 861,545
0
0
<COMMON> 1,254
<OTHER-SE> 585,708
<TOTAL-LIABILITY-AND-EQUITY> 2,428,580
<SALES> 267,388
<TOTAL-REVENUES> 267,388
<CGS> 187,579
<TOTAL-COSTS> 187,579
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 128
<INTEREST-EXPENSE> 25,450
<INCOME-PRETAX> 420,758
<INCOME-TAX> 181,641
<INCOME-CONTINUING> 204,667
<DISCONTINUED> 0
<EXTRAORDINARY> (1,269)
<CHANGES> 0
<NET-INCOME> 203,398
<EPS-PRIMARY> 1.77
<EPS-DILUTED> 1.75
</TABLE>
