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 June 30, 2005 Commission file number 1-640
-------------- -----
NL INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
New Jersey 13-5267260
- ------------------------------- ---------------------
(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
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X No
--- ---
Number of shares of the Registrant's common stock outstanding on July 29, 2005:
48,556,134.
NL INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
Page
number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
December 31, 2004; June 30, 2005 (Unaudited) 3
Consolidated Statements of Income -
Three months and six months ended
June 30, 2004 and 2005 (Unaudited) 5
Consolidated Statements of Comprehensive Income -
Six months ended June 30, 2004 and 2005 (Unaudited) 6
Consolidated Statement of Stockholders' Equity -
Six months ended June 30, 2005 (Unaudited) 7
Consolidated Statements of Cash Flows -
Six months ended June 30, 2004 and 2005 (Unaudited) 8
Notes to Consolidated Financial Statements (Unaudited) 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 24
Item 4. Controls and Procedures 38
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 41
Item 4. Submission of Matters to a Vote of Security Holders 41
Item 6. Exhibits 41
-2-
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS December 31, June 30,
2004 2005
------------ -----------
(Restated) (Unaudited)
Current assets:
Cash and cash equivalents $ 99,185 $ 101,190
Restricted cash and cash equivalents 7,810 4,691
Restricted marketable debt securities 9,446 11,538
Accounts and other receivables 24,302 23,323
Refundable income taxes 32 644
Receivable from affiliates 1,634 422
Inventories 28,781 19,945
Prepaid expenses 1,332 2,284
Deferred income taxes 13,604 5,478
--------- ----------
Total current assets 186,126 169,515
--------- ----------
Other assets:
Marketable equity securities 75,793 82,437
Restricted marketable debt securities 3,848 -
Investment in Kronos Worldwide, Inc. 175,578 180,928
Receivable from affiliate 10,000 8,000
Deferred income taxes 545 -
Goodwill 20,772 21,020
Other 3,715 7,505
--------- ----------
Total other assets 290,251 299,890
--------- ----------
Property and equipment:
Land 5,356 8,787
Buildings 26,877 26,977
Equipment 127,044 104,419
Construction in progress 2,431 5,172
--------- ----------
161,708 145,355
Less accumulated depreciation and amortization 86,490 76,511
--------- ----------
Net property and equipment 75,218 68,844
--------- ----------
$ 551,595 $ 538,249
========= ==========
-3-
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY December 31, June 30,
2004 2005
------------ -----------
(Restated) (Unaudited)
Current liabilities:
Current maturities of long-term debt $ 42 $ 41
Accounts payable 14,649 12,498
Accrued liabilities 23,134 24,520
Accrued environmental costs 16,570 16,688
Payable to affiliates 391 3,413
Income taxes 3,661 852
Deferred income taxes 23,842 -
---------- ----------
Total current liabilities 82,289 58,012
---------- ----------
Noncurrent liabilities:
Long-term debt 85 64
Accrued pension costs 7,968 7,155
Accrued postretirement benefits costs 10,572 9,939
Accrued environmental costs 51,247 48,128
Deferred income taxes 45,274 52,485
Other 4,028 3,102
---------- ----------
Total noncurrent liabilities 119,174 120,873
---------- ----------
Minority interest 58,404 49,274
---------- ----------
Stockholders' equity:
Common stock 6,054 6,069
Additional paid-in capital 417,760 425,838
Retained earnings 10,970 15,402
Accumulated other comprehensive income (loss):
Marketable securities 26,783 31,012
Currency translation (136,648) (135,040)
Pension liabilities (33,191) (33,191)
---------- ----------
Total stockholders' equity 291,728 310,090
---------- ----------
$ 551,595 $ 538,249
========== ==========
Commitments and contingencies (Notes 12 and 14)
See accompanying notes to consolidated financial statements.
-4-
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
-------------------------- ------------------------
2004 2005 2004 2005
---- ---- ---- ----
(Restated) (Restated)
Net sales $ 342,036 $ 45,730 $ 648,879 $ 92,573
Cost of sales 262,837 35,203 500,244 71,763
--------- --------- --------- ---------
Gross margin 79,199 10,527 148,635 20,810
Selling, general and administrative expense 41,096 5,808 82,406 11,930
Other operating income (expense):
Currency transaction gains (losses), net 471 39 869 (15)
Disposition of property and equipment 21 - (2) (4)
Other income 6,858 1,178 6,944 1,443
Corporate expense (4,584) (4,223) (11,292) (10,060)
--------- --------- --------- ---------
Income from operations 40,869 1,713 62,748 244
Equity in earnings of Kronos Worldwide, Inc. - 11,766 - 19,556
Other income (expense):
Trade interest income 273 23 476 44
Interest and dividend income from affiliates 815 620 1,657 1,239
Other interest income 352 794 709 1,660
Securities transactions, net (3) 118 (25) 14,696
Interest expense (8,741) (117) (18,167) (197)
--------- --------- --------- ---------
Income from continuing operations before
income taxes and minority interest 33,565 14,917 47,398 37,242
Provision (benefit) for income taxes (298,663) 4,166 (295,191) 12,255
Minority interest in after-tax earnings 142,543 785 147,825 1,516
--------- --------- --------- ---------
Income from continuing operations 189,685 9,966 194,764 23,471
Discontinued operations 185 - 190 (326)
--------- --------- --------- ---------
Net income $ 189,870 $ 9,966 $ 194,954 $ 23,145
========= ========= ========= =========
Cash dividend per share $ - $ .25 $ - $ .25
========= ========= ========= =========
Earnings per share:
Basic net income per share $ 3.93 $ .20 $ 4.04 $ .46
========= ========= ========= =========
Diluted net income per share $ 3.92 $ .20 $ 4.03 $ .46
========= ========= ========= =========
Weighted-average shares used in the calculation
of net income per share:
Basic 48,361 48,553 48,251 48,522
Dilutive impact of stock options 63 40 101 55
--------- --------- --------- ---------
48,424 48,593 48,352 48,577
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
-5-
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Six months ended June 30, 2004 and 2005
(In thousands)
(Unaudited)
2004 2005
---- ----
(Restated)
Net income $ 194,954 $ 23,145
--------- --------
Other comprehensive income (loss), net of tax:
Marketable securities adjustment -
unrealized holding gains (losses) arising
during the period (11,082) 4,229
Currency translation adjustment, net of tax (4,014) 1,608
--------- --------
Total other comprehensive income (loss) (15,096) 5,837
--------- --------
Comprehensive income $ 179,858 $ 28,982
========= ========
See accompanying notes to consolidated financial statements.
-6-
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Six months ended June 30, 2005
(In thousands)
(Unaudited)
Accumulated other
comprehensive income (loss)
Additional ----------------------------------------
Common paid-in Retained Marketable Currency Pension
stock capital deficit securities translation liabilities Total
------- ----------- ---------- ----------- ----------- ----------- ----------
(Restated)
Balance at December 31, 2004
(Restated) $6,054 $417,760 $ 10,970 $ 26,783 $(136,648) $ (33,191) $291,728
Net income - - 23,145 - - - 23,145
Issuance of common stock 15 2,490 - - - - 2,505
Dividends - - (12,139) - - - (12,139)
Distribution of shares of
Kronos Worldwide, Inc.
common stock - - (2,637) - - - (2,637)
Income tax on distribution - - (3,937) - - - (3,937)
Other comprehensive income, net - - - 4,229 1,608 - 5,837
Redemption of preferred stock
of subsidiary - 5,400 - - - - 5,400
Other - 188 - - - - 188
------ -------- -------- --------- --------- --------- --------
Balance at June 30, 2005 $6,069 $425,838 $ 15,402 $ 31,012 $(135,040) $ (33,191) $310,090
====== ======== ======== ========= ========= ========= ========
See accompanying notes to consolidated financial statements.
-7-
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, 2004 and 2005
(In thousands)
(Unaudited)
2004 2005
---- ----
(Restated)
Cash flows from operating activities:
Net income $194,954 $ 23,145
Depreciation and amortization 29,289 5,567
Deferred income taxes:
Continuing operations (306,260) (12,540)
Discontinued operations 94 (187)
Minority interest:
Continuing operations 147,919 1,515
Discontinued operations (94) (151)
Equity in earnings of Kronos Worldwide, Inc. - (19,556)
Distributions from Kronos Worldwide, Inc. - 8,835
Distributions from TiO2 manufacturing joint venture 8,300 -
Net (gains) losses from securities transactions 25 (14,696)
Other, net 1,526 (142)
Change in assets and liabilities:
Accounts and other receivables (52,976) (3,542)
Inventories 52,614 756
Prepaid expenses 933 (603)
Accrued environmental costs (4,932) (2,918)
Accounts payable and accrued liabilities (26,407) (490)
Income taxes 27,492 (6,837)
Accounts with affiliates 306 2,864
Other, net (1,166) 867
-------- --------
Net cash provided (used) by
operating activities 71,617 (18,113)
-------- --------
Cash flows from investing activities:
Capital expenditures (12,660) (7,394)
Collection of loans to affiliates 2,000 2,000
Change in restricted cash equivalents
and marketable debt securities, net 2,470 3,118
Proceeds from disposal of:
Business unit - 18,094
Kronos common stock - 19,176
Property and equipment 2,119 12
Cash of disposed business unit - (4,006)
Purchase of shares of CompX International Inc. - (572)
Other, net 84 -
-------- --------
Net cash provided (used) by investing activities (5,987) 30,428
-------- --------
-8-
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Six months ended June 30, 2004 and 2005
(In thousands)
(Unaudited)
2004 2005
---- ----
(Restated)
Cash flows from financing activities:
Indebtedness:
Borrowings $ 102,220 $ -
Principal payments (126,072) (19)
Deferred financing costs paid (28) (28)
Dividends paid - (12,139)
Distributions to minority interest (12,036) (1,203)
Proceeds from issuance of common stock:
NL common stock 8,286 2,693
CompX common stock 330 217
--------- ---------
Net cash used by financing activities (27,300) (10,479)
--------- ---------
Cash and cash equivalents - net change from:
Operating, investing and financing activities 38,330 1,836
Currency translation (481) 169
Cash and cash equivalents at beginning of period 89,525 99,185
--------- ---------
Cash and cash equivalents at end of period $ 127,374 $ 101,190
========= =========
Supplemental disclosures:
Cash paid (received) for:
Interest, net of amounts capitalized $ 17,119 $ 82
Income taxes, net (20,126) 27,764
Noncash investing activity - note receivable
received upon disposal of business unit $ - $ 4,179
See accompanying notes to consolidated financial statements.
-9-
NL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Organization and basis of presentation:
NL Industries, Inc. (NYSE: NL) is a subsidiary of Valhi, Inc. (NYSE: VHI).
At June 30, 2005, Valhi held approximately 83% of NL's outstanding common stock
and Contran Corporation and its subsidiaries held approximately 91% 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, or is
held by Mr. Simmons or persons or other entities related to Mr. Simmons.
Consequently, Mr. Simmons may be deemed to control each of such companies.
The consolidated balance sheet of NL Industries, Inc. and Subsidiaries
(collectively, the "Company") as of December 31, 2004 has been derived from the
Company's audited consolidated financial statements at that date included in its
Annual Report on Form 10-K for the year ended December 31, 2004, as amended,
filed with the Securities and Exchange Commission ("SEC") on May 31, 2005 (the
"2004 Annual Report"). As noted in such 2004 Annual Report, the Company and its
audit committee concluded that the Company would restate its consolidated
financial statements as of December 31, 2004, and for the year then ended, to
reflect an additional $4.2 million, or $.08 per diluted share, noncash income
tax benefit in its results of operations for such year. Such $4.2 million
relates to recognition of an additional deferred income tax benefit related to
discontinued operations, recognized in the fourth quarter of 2004.
On September 24, 2004, the Company completed the acquisition of 10,374,000
shares of CompX International Inc. (NYSE: CIX) common stock, representing
approximately 68% of the outstanding shares of CompX common stock. NL's
acquisition was accounted for under accounting principles generally accepted in
the United States of America ("GAAP") as a transfer of net assets among entities
under common control, and accordingly resulted in a change in reporting entity.
The Company has retroactively restated its consolidated financial statements to
reflect the consolidation of CompX for all periods presented.
During the fourth quarter of 2004, Kronos determined that it should have
recognized an additional $17.3 million net deferred income tax benefit during
the second quarter of 2004, primarily related to the amount of the valuation
allowance related to Kronos' German operations which should have been reversed.
While the additional tax benefit is not material to the Company's second quarter
2004 results, the Company's quarterly results of operations for 2004, as
presented herein, reflects this additional income tax benefit, which aggregated
$8.7 million, or $.18 per diluted share, net of minority interest.
The consolidated balance sheet at June 30, 2005, and the consolidated
statements of income, comprehensive income (loss), stockholders' equity and cash
flows for the interim periods ended June 30, 2004 and 2005, have been prepared
by the Company, without audit, in accordance with GAAP. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to state 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 GAAP has been condensed or
omitted. The accompanying consolidated financial statements should be read in
conjunction with the 2004 Annual Report.
-10-
Prior to July 2004, Kronos Worldwide, Inc. (NYSE: KRO) was a majority-owned
subsidiary of the Company. Following the Company's July 2004 dividend in the
form of shares of Kronos common stock distributed to NL shareholders, the
Company's ownership of Kronos was reduced to less than 50%. Consequently,
effective July 1, 2004 the Company ceased to consolidate Kronos' financial
position, results of operations and cash flows and the Company commenced
accounting for its interest in Kronos by the equity method. The Company
continues to report Kronos as a consolidated subsidiary through June 30, 2004,
including the consolidation of Kronos' results of operations and cash flows for
the second quarter and first six months of 2004.
As disclosed in the 2004 Annual Report, the Company accounts for
stock-based employee compensation in accordance with Accounting Principles Board
Opinion ("APBO") No. 25, "Accounting for Stock Issued to Employees," and its
various interpretations. See Note 16. Under APBO No. 25, no compensation cost is
generally recognized for fixed stock options in which the exercise price is
greater than or equal to the market price on the grant date. Prior to 2004, and
following the cash settlement of certain stock options held by employees of NL,
the Company commenced accounting for its stock options using the variable
accounting method of APBO No. 25 because NL could not overcome the presumption
that it would not similarly cash settle its remaining stock options. Under the
variable accounting method, the intrinsic value of all unexercised stock options
(including stock options with an exercise price at least equal to the market
price on the date of grant) is accrued as an expense, with subsequent increases
(decreases) in the Company's market price resulting in the recognition of
additional compensation expense (income). Net compensation cost recognized by
the Company in accordance with APBO No. 25 was nil in the second quarter of
2004, and approximately $1.1 million in the first six months of 2004. Net
compensation income recognized by the Company was approximately $400,000 in both
the second quarter and first six months of 2005.
The following table presents what the Company's consolidated net income,
and related per share amounts, would have been in the second quarter and first
six months of 2004 and 2005 if the Company and its subsidiaries and affiliates
had each elected to account for their respective stock-based employee
compensation related to stock options in accordance with the fair value-based
recognition provisions of Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation," for all awards granted
subsequent to January 1, 1995.
Three months Six months
ended June 30, ended June 30,
-------------------- --------------------
2004 2005 2004 2005
---- ---- ---- ----
(In millions, except per share amounts)
Net income as reported $189.9 $ 10.0 $195.0 $ 23.1
Adjustments, net of applicable income
tax effects and minority interest:
Stock-based employee compensation
expense determined under APBO No. 25 - (.3) .6 (.2)
Stock-based employee compensation expense
determined under SFAS No. 123 (.2) - (.3) -
------ ------ ------ ------
Pro forma net income $189.7 $ 9.7 $195.3 $ 22.9
====== ====== ====== ======
Diluted net income per share:
As reported $ 3.92 $ .20 $ 4.03 $ .46
Pro forma $ 3.92 $ .19 $ 4.04 $ .46
-11-
Note 2 - Business segment information:
% owned at
Business segment Entity June 30, 2005
- --------------------- ------------------------ ---------------
Component products CompX International Inc. 68%
Chemicals Kronos Worldwide, Inc. 36%
The Company's ownership of CompX is directly held principally by CompX
Group, Inc., an 82.4%-owned subsidiary of the Company. An affiliate of Valhi
owns the remaining 17.6% of CompX Group. CompX Group's sole asset consists of
shares of CompX common stock representing approximately 83% of the total number
of CompX shares outstanding, and the percentage ownership of CompX shown above
includes NL's ownership interest in CompX Group multiplied by CompX Group's
ownership interest in CompX. During the second quarter of 2005, NL purchased
approximately 39,000 shares of CompX common stock in open market transactions,
representing approximately .3% of CompX's outstanding common stock for an
aggregate amount of approximately $572,000.
In March 2005, NL paid its $.25 per share regular quarterly dividend in the
form of shares of Kronos common stock in which approximately 266,000 shares, or
approximately .5% of Kronos' outstanding common stock, were distributed to NL
shareholders in the form of a pro-rata dividend. NL's distribution of such
shares of Kronos common stock is taxable to NL, and NL is required to recognize
a taxable gain equal to the difference between the fair market value of the
shares of Kronos common stock distributed and NL's adjusted tax basis in such
stock at the date of distribution. The Company recognized a $3.9 million tax
liability in the first quarter of 2005 related to the Kronos shares distributed,
which in accordance with GAAP has been recognized as a direct charge to retained
earnings.
During the first six months of 2005, NL sold approximately 470,000 shares
of Kronos common stock in market transactions for an aggregate of $19.2 million.
The Company recognized a $14.7 million pre-tax securities transaction gain
related to such sales.
CompX (NYSE: CIX) and Kronos (NYSE: KRO) each file periodic reports with
the SEC pursuant to the Securities Exchange Act of 1934, as amended.
-12-
Three months Six months
ended June 30, ended June 30,
-------------------- --------------------
2004 2005 2004 2005
---- ---- ---- ----
(In millions)
Net sales:
Chemicals $295.8 $ - $559.1 $ -
Component products 46.2 45.8 89.8 92.6
------ ------ ------ ------
Total net sales $342.0 $ 45.8 $648.9 $ 92.6
====== ====== ====== ======
Segment profit:
Chemicals $ 40.1 $ - $ 66.3 $ -
Component products 5.1 4.7 7.6 8.9
------ ------ ------ ------
Total segment profit 45.2 4.7 73.9 8.9
General corporate items:
Interest and dividend income
from affiliates .8 .6 1.7 1.2
Other interest income .4 .8 .7 1.7
Securities transactions, net - .1 - 14.7
Insurance recoveries .5 1.2 .5 1.2
Other income .1 .1 .1 .2
General corporate expenses, net (4.6) (4.3) (11.3) (10.1)
Interest expense (8.8) (.1) (18.2) (.2)
------ ------ ------ ------
33.6 3.1 47.4 17.6
Equity in earnings of Kronos - 11.8 - 19.6
------ ------ ------ ------
Income from continuing operations
before income taxes and
minority interest $ 33.6 $ 14.9 $ 47.4 $ 37.2
====== ====== ====== ======
Component products segment profit, as presented above, may differ from
amounts separately reported by CompX because the Company defines segment profit
differently than CompX.
Note 3 - Accounts and other receivables:
December 31, June 30,
2004 2005
------------ ----------
(In thousands)
Trade receivables $ 24,759 $ 21,577
Recoverable VAT and other receivables 551 2,001
Allowance for doubtful accounts (1,008) (255)
-------- --------
$ 24,302 $ 23,323
======== ========
-13-
Note 4 - Inventories:
December 31, June 30,
2004 2005
------------ ----------
(In thousands)
Raw materials $ 8,193 $ 4,286
Work in process 10,827 9,560
Finished products 9,696 6,029
Supplies 65 70
-------- --------
$ 28,781 $ 19,945
======== ========
Note 5 - Marketable equity securities:
December 31, June 30,
2004 2005
------------ ----------
(In thousands)
Valhi common stock $ 75,770 $ 82,410
Other 23 27
-------- --------
$ 75,793 $ 82,437
======== ========
At June 30, 2005, the Company owned approximately 4.7 million shares of
Valhi common stock with a quoted market price of $17.50 per share (December 31,
2004 quoted market price - $16.09 per share).
Note 6 - Investment in Kronos:
At June 30, 2005, the Company held 17.5 million shares of Kronos with a
quoted market price of $30.19 per share, or an aggregate market value of $529
million.
Securities transaction gains in the first six months of 2005 relate
primarily to NL's $14.7 million pre-tax gain from the sale of approximately
470,000 shares of Kronos common stock in market transactions for aggregate
proceeds of $19.2 million.
At June 30, 2005, Kronos reported total assets of $1.3 billion and
stockholders' equity of $505.4 million. Kronos' total assets at June 30, 2005
include current assets of $484.0 million, net property and equipment of $414.3
million and an investment in a TiO2 manufacturing joint venture of $119.6
million. Kronos' total liabilities at June 30, 2005 include current liabilities
of $173.3 million, long-term debt of $461.2 million, accrued postretirement
benefits and pension costs aggregating $67.1 million and deferred income taxes
of $58.2 million.
During the three months ended June 30, 2005, Kronos reported net sales of
$311.7 million, income from operations of $57.7 million and net income of $32.9
million. During the six months ended June 30, 2005, Kronos reported net sales of
$603.6 million, income from operations of $104.1 million and net income of $54.3
million.
-14-
Note 7 - Other noncurrent assets:
December 31, June 30,
2004 2005
------------ ----------
(In thousands)
Intangible assets $ 3,190 $ 2,892
Note receivable - 4,179
Other 525 434
-------- --------
$ 3,715 $ 7,505
======== ========
The note receivable relates to part of the consideration received by CompX
from the January 2005 sale of its Thomas Regout operations in Europe. See Note
15.
Note 8 - Accrued liabilities:
December 31, June 30,
2004 2005
------------ ----------
(In thousands)
Employee benefits $ 14,775 $ 11,899
Other 8,359 12,621
-------- --------
$ 23,134 $ 24,520
======== ========
Note 9 - Other noncurrent liabilities:
December 31, June 30,
2004 2005
------------ ----------
(In thousands)
Insurance $ 2,507 $ 2,587
Other 1,521 515
-------- --------
$ 4,028 $ 3,102
======== ========
Note 10 - Minority interest:
December 31, June 30,
2004 2005
------------ ----------
(In thousands)
Minority interest in net assets:
CompX International Inc. $ 49,154 $ 49,274
NL Environmental Management Services, Inc. 9,250 -
-------- --------
$ 58,404 $ 49,274
======== ========
-15-
Three months ended Six months ended
June 30, June 30,
--------------------- --------------------
2004 2005 2004 2005
---- ---- ---- ----
(In thousands)
Minority interest in net earnings:
Kronos Worldwide, Inc. $141,051 $ - $145,837 $ -
CompX International Inc. 943 753 1,431 1,454
NL Environmental Management Services, Inc. 537 32 537 62
Subsidiary of Kronos Worldwide, Inc. 12 - 20 -
-------- ------ -------- -------
$142,543 $ 785 $147,825 $ 1,516
======== ====== ======== =======
In June 2005, NL's majority-owned subsidiary, NL Environmental Management
Services, Inc. ("EMS"), received notices from the three minority shareholders of
EMS indicating they were each exercising their right, which became exercisable
on June 1, 2005, to require EMS to purchase their shares in EMS as of June 30,
2005 for a formula-determined amount as provided in EMS' certificate of
incorporation. In accordance with the certificate of incorporation, EMS
determined the amount payable to the three former minority shareholders to
purchase their shares of EMS stock, which aggregated approximately $3.9 million.
In accordance with EMS' certificate of incorporation, EMS' determination of the
amount payable to the former minority shareholders may be subject to review by a
third party. EMS has set aside such funds as payment for the shares of EMS, but
the former minority shareholders have not tendered their shares, and accordingly
the liability owed to these former minority shareholders has not been
extinguished for financial reporting purposes as of June 30, 2005. In accordance
with GAAP, the $3.9 million amount payable to the former minority shareholders
has been classified as a current liability at June 30, 2005, and the funds which
have been set aside are classified as a current asset at such date. The
difference between the $3.9 million amount payable to the former minority
shareholders of EMS and the $9.3 million carrying value of the minority interest
in EMS as reflected in the Company's consolidated financial statements
immediately prior to such June 30, 2005 purchase date (or $5.4 million) has been
classified as a capital contribution in accordance with GAAP, increasing
additional paid-in capital. The numerator used in calculating basic and diluted
earnings per share in the second quarter and first six months of 2005, as
presented herein, is comprised of net income for such periods, less $336,000 and
$642,000, respectively, related to accretion of such stock.
Note 11 - Other income:
Six months ended
June 30,
------------------------
2004 2005
---- ----
(In millions)
Insurance recoveries $ 495 $ 1,200
Contract dispute settlement 6,289 -
Other 160 243
------- -------
$ 6,944 $ 1,443
======= =======
Insurance recoveries in the first six months of 2005 relate to NL's
expected recovery from certain insolvent former insurance carriers relating to
settlement of excess insurance coverage claims.
-16-
Note 12 - Provision for income taxes:
Six months ended
June 30,
------------------------
2004 2005
---- ----
(In millions)
Expected tax expense $ 16.6 $ 13.0
Non-U.S. tax rates (.2) (.1)
Incremental U.S. tax and rate differences on (2.2)
equity in earnings of non-tax group companies .9
Change in deferred income tax valuation -
allowance, net (308.4)
Nondeductible expenses 1.9 .2
U.S. state income taxes, net .3 .1
Refund of prior year German income taxes (3.1) -
Excess of book basis over tax basis of Kronos 1.5
common stock sold -
Tax contingency reserve adjustment, net (12.9) -
Other, net 9.7 (.2)
------- -------
$(295.2) $ 12.3
======= =======
Certain U.S. and non-U.S. tax returns of the Company and Kronos are being
examined and tax authorities have or may propose tax deficiencies, including
penalties and interest. For example:
o Kronos has received a preliminary tax assessment related to 1993 from the
Belgian tax authorities proposing tax deficiencies, including related
interest, of approximately euro 6 million ($7 million at June 30, 2005).
Kronos has filed a protest to this assessment, and believes that a
significant portion of the assessment is without merit. The Belgian tax
authorities have filed a lien on the fixed assets of Kronos' Belgian TiO2
operations in connection with this assessment. In April 2003, Kronos
received a notification from the Belgian tax authorities of their intent to
assess a tax deficiency related to 1999 that, including interest, is
expected to be approximately euro 9 million ($11 million). Kronos believes
the proposed assessment is substantially without merit, and Kronos has
filed a written response.
o The Norwegian tax authorities have notified Kronos of their intent to
assess tax deficiencies of approximately kroner 12 million ($2 million)
relating to the years 1998 through 2000. Kronos has objected to this
proposed assessment.
o Kronos has received a preliminary tax assessment from the Canadian tax
authorities related to the years 1998 and 1999 proposing tax deficiencies,
including interest, of Cdn. $5 million ($4 million). Kronos has filed a
protest and believes a significant portion of the assessment is without
merit.
No assurance can be given that these unresolved tax matters will be
resolved in the Company's or Kronos' favor in view of the inherent uncertainties
involved in settlement initiatives, and court and tax proceedings. The Company
believes that it has provided adequate 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.
-17-
Note 13 - Employee benefit plans:
The components of net periodic defined benefit pension cost (income) are
presented in the table below.
Three months ended Six months ended
June 30, June 30,
--------------------- --------------------
2004 2005 2004 2005
---- ---- ---- ----
(In thousands)
Service cost $ 1,459 $ - $ 3,128 $ -
Interest cost 4,989 758 10,020 1,518
Expected return on plan assets (4,678) (1,014) (9,400) (2,031)
Amortization of prior service cost 140 - 281 -
Amortization of net transition obligations 147 (18) 290 (35)
Recognized actuarial losses 966 98 1,928 198
-------- ------ -------- -------
$ 3,023 $ (176) $ 6,247 $ (350)
======== ====== ======== =======
The components of net periodic postretirement benefits other than pensions
("OPEB") cost are presented in the table below.
Three months ended Six months ended
June 30, June 30,
--------------------- --------------------
2004 2005 2004 2005
---- ---- ---- ----
(In thousands)
Service cost $ 56 $ - $ 113 $ -
Interest cost 469 211 940 422
Amortization of prior service credit (256) (71) (511) (143)
Recognized actuarial losses 70 - 141 -
-------- ------ -------- -------
$ 339 $ 140 $ 683 $ 279
======== ====== ======== =======
Note 14 - Commitments and contingencies:
Lead pigment litigation. NL's former operations included the manufacture of
lead pigments for use in paint and lead-based paint. NL, other former
manufacturers of lead pigments for use in paint and lead-based paint (together,
the "former pigment manufacturers"), and the Lead Industries Association
("LIA"), which discontinued business operations in 2002, have been named as
defendants in various legal proceedings seeking damages for personal injury,
property damage and governmental expenditures allegedly caused by the use of
lead-based paints. Certain of these actions have been filed by or on behalf of
states, large U.S. cities or their public housing authorities and school
districts, and certain others have been asserted as class actions. These
lawsuits seek recovery under a variety of theories, including public and private
nuisance, negligent product design, negligent failure to warn, strict liability,
breach of warranty, conspiracy/concert of action, aiding and abetting,
enterprise liability, market share or risk contribution liability, intentional
tort, fraud and misrepresentation, violations of state consumer protection
statutes, supplier negligence and similar claims.
The plaintiffs in these actions generally seek to impose on the defendants
responsibility for lead paint abatement and health concerns associated with the
use of lead-based paints, including damages for personal injury, contribution
and/or indemnification for medical expenses, medical monitoring expenses and
costs for educational programs. A number of cases are inactive or have been
dismissed or withdrawn. Most of the remaining cases are in various pre-trial
-18-
stages. Some are on appeal following dismissal or summary judgment rulings in
favor of the defendants. In addition, various other cases are pending (in which
NL is not a defendant) seeking recovery for injury allegedly caused by lead
pigment and lead-based paint. Although NL is not a defendant in these cases, the
outcome of these cases may have an impact on cases that might be filed against
NL in the future.
NL believes these actions are without merit, intends to continue to deny
all allegations of wrongdoing and liability and to defend against all actions
vigorously. NL has neither lost nor settled any of these cases. NL has not
accrued any amounts for pending lead pigment and lead-based paint litigation.
Liability that may result, if any, cannot reasonably be estimated. There can be
no assurance that NL will not incur liability in the future in respect of this
pending litigation in view of the inherent uncertainties involved in court and
jury rulings in pending and possible future cases. If any such future liability
were to be incurred, it could have a material adverse effect on the Company's
consolidated financial position, results of operations and liquidity.
NL has reached an agreement with one of its former insurance carriers in
which such carrier would reimburse NL for a portion of its past and future lead
pigment litigation defense costs, although the amount which NL will ultimately
recover from such carrier with respect to such defense costs incurred by NL is
not yet determinable. NL is also continuing discussions with another former
insurance carrier with respect to recovery of past and future defense costs. In
addition, during the second quarter of 2005, NL recognized $1.2 million of
expected recoveries from certain insolvent former insurance carriers relating to
settlement of excess insurance claims. While NL continues to seek additional
recoveries of past defense costs as well as an agreement related to future
defense costs, there can be no assurance that NL will be successful in obtaining
reimbursement for either defense costs or indemnity. NL has not considered any
potential insurance recoveries in determining related accruals for lead pigment
litigation matters. Any such additional insurance recoveries would be recognized
when their receipt is deemed probable and the amount is determinable.
Environmental matters and litigation. The Company's operations are governed
by various environmental laws and regulations. Certain of the Company's
businesses are and have been engaged in the handling, manufacture or use of
substances or compounds that may be considered toxic or hazardous within the
meaning of applicable environmental laws. As with other companies engaged in
similar businesses, certain past and current operations and products of the
Company have the potential to cause environmental or other damage. The Company
has implemented and continues to implement various policies and programs in an
effort to minimize these risks. The Company's policy is to maintain compliance
with applicable environmental laws and regulations at all of its plants and to
strive to improve environmental performance. From time to time, the Company may
be subject to environmental regulatory enforcement under U.S. and foreign
statutes, resolution of which typically involves the establishment of compliance
programs. It is possible that future developments, such as stricter requirements
of environmental laws and enforcement policies thereunder, could adversely
affect the Company's production, handling, use, storage, transportation, sale or
disposal of such substances. The Company believes all of its plants are in
substantial compliance with applicable environmental laws.
Certain properties and facilities used in the Company's former businesses,
including divested primary and secondary lead smelters and former mining
locations of NL, are the subject of civil litigation, administrative proceedings
or investigations arising under federal and state environmental laws.
Additionally, in connection with past disposal practices, the Company has been
named as a defendant, potential responsible party ("PRP") or both, pursuant to
the Comprehensive Environmental Response, Compensation and Liability Act, as
-19-
amended by the Superfund Amendments and Reauthorization Act ("CERCLA"), and
similar state laws in various governmental and private actions associated with
waste disposal sites, mining locations, and facilities currently or previously
owned, operated or used by the Company or its subsidiaries, or their
predecessors, certain of which are on the U.S. EPA's Superfund National
Priorities List or similar state lists. These proceedings seek cleanup costs,
damages for personal injury or property damage and/or damages for injury to
natural resources. Certain of these proceedings involve claims for substantial
amounts. Although the Company may be jointly and severally liable for such
costs, in most cases it is only one of a number of PRPs who may also be jointly
and severally liable.
Environmental obligations are difficult to assess and estimate for numerous
reasons including the complexity and differing interpretations of governmental
regulations, the number of PRPs and the PRPs' ability or willingness to fund
such allocation of costs, their financial capabilities and the allocation of
costs among PRPs, the solvency of other PRPs, the multiplicity of possible
solutions, and the years of investigatory, remedial and monitoring activity
required. In addition, the imposition of more stringent standards or
requirements under environmental laws or regulations, new developments or
changes respecting site cleanup costs or allocation of such costs among PRPs,
solvency of other PRPs, the results of future testing and analysis undertaken
with respect to certain sites or a determination that the Company is potentially
responsible for the release of hazardous substances at other sites, could result
in expenditures in excess of amounts currently estimated by the Company to be
required for such matters. In addition, with respect to other PRPs and the fact
that the Company may be jointly and severally liable for the total remediation
cost at certain sites, the Company could ultimately be liable for amounts in
excess of its accruals due to, among other things, reallocation of costs among
PRPs or the insolvency of one or more PRPs. 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. Further, there can be no assurance that additional
environmental matters will not arise in the future. If any such future liability
were to be incurred, it could have a material adverse effect on the Company's
consolidated financial statements, results of operations and liquidity.
The Company records liabilities related to environmental remediation
obligations when estimated future expenditures are probable and reasonably
estimable. Such accruals are adjusted as further information becomes available
or circumstances change. Estimated future expenditures are generally not
discounted to their present value. Recoveries of remediation costs from other
parties, if any, are recognized as assets when their receipt is deemed probable.
At June 30, 2005, no receivables for recoveries had been recognized.
The exact time frame over which the Company makes payments with respect to
its accrued environmental costs is unknown and is dependent upon, among other
things, the timing of the actual remediation process which in part depends on
factors outside the control of the Company. At each balance sheet date, the
Company makes an estimate of the amount of its accrued environmental costs which
will be paid out over the subsequent 12 months, and the Company classifies such
amount as a current liability. The remainder of the accrued environmental costs
is classified as a noncurrent liability.
A summary of the activity in the Company's accrued environmental costs
during the first six months of 2005 is presented in the table below.
-20-
Amount
(In thousands)
Balance at the beginning of the period $ 67,817
Additions charged to expense 2,976
Payments (5,977)
--------
Balance at the end of the period $ 64,816
========
Amounts recognized in the balance sheet at the end of the period:
Current liability $ 16,688
Noncurrent liability 48,128
--------
$ 64,816
========
On a quarterly basis, the Company evaluates the potential range of its
liability at sites where it has been named as a PRP or defendant, including
sites for which EMS has contractually assumed the Company's obligation. At June
30, 2005, the Company had accrued $64.8 million for those environmental matters
which the Company believes are reasonably estimable. The Company believes it is
not possible to estimate the range of costs for certain sites. The upper end of
the range of reasonably possible costs to the Company for sites for which the
Company believes it is possible to estimate costs is approximately $99 million.
The Company's estimates of such liabilities have not been discounted to present
value.
At June 30, 2005, there are approximately 20 sites for which the Company is
unable to estimate a range of costs. For these sites, generally the
investigation is in the early stages, and it is either unknown as to whether or
not the Company actually had any association with the site, or if the Company
had association with the site, the nature of its responsibility, if any, for the
contamination at the site and the extent of contamination. The timing on when
information would become available to the Company to allow the Company to
estimate a range of loss is unknown and dependent on events outside the control
of the Company, such as when the party alleging liability provides information
to the Company.
At June 30, 2005, the Company had $3 million in restricted cash, restricted
cash equivalents and restricted marketable debt securities held by special
purpose trusts, the assets of which can only be used to pay for certain of the
Company's future environmental remediation and other environmental expenditures
(December 31, 2004 - $8 million). Use of such restricted balances does not
affect the Company's consolidated net cash flows.
Other litigation. Reference is made to the 2004 Annual Report for a
discussion of certain other legal proceedings to which the Company is a party.
NL has been named as a defendant in various lawsuits in a variety of
jurisdictions, alleging personal injuries as a result of occupational exposure
primarily to products manufactured by formerly-owned operations of NL containing
asbestos, silica and/or mixed dust. Approximately 490 of these types of cases
involving a total of approximately 14,500 plaintiffs and their spouses remain
pending. NL has not accrued any amounts for this litigation because liability
that might result to NL, if any, cannot be reasonably estimated. In addition,
from time to time, NL has received notices regarding asbestos or silica claims
purporting to be brought against former subsidiaries of NL, including notices
provided to insurers with which NL has entered into settlements extinguishing
certain insurance policies. These insurers may seek indemnification from NL.
-21-
In addition to the litigation described above, the Company and its
affiliates are also involved in various other environmental, contractual,
product liability, patent (or intellectual property), employment and other
claims and disputes incidental to its present and former businesses. In certain
cases, the Company has insurance coverage for such items; however the Company
does not currently expect additional material insurance coverage for
environmental claims.
The Company currently believes that 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.
Note 15 - Discontinued operations:
As discussed in the 2004 Annual Report, in December 2004 CompX's board of
directors committed to a formal plan to dispose of its Thomas Regout operations
in the Netherlands. Such operations, which previously were included in the
Company's component products operating segment (see Note 2), met all of the
criteria under GAAP to be classified as an asset held for sale at December 31,
2004, and accordingly the results of operations of Thomas Regout have been
classified as discontinued operations for all periods presented. The Company has
not reclassified its consolidated balance sheet as of December 31, 2004 or its
2004 statement of cash flows. In classifying the net assets of the Thomas Regout
operations as an asset held for sale, the Company concluded that the carrying
amount of the net assets of such operations exceeded the estimated fair value
less costs to sell of such operations, and accordingly in the fourth quarter of
2004 the Company recognized a $6.5 million impairment charge to write-down its
investment in the Thomas Regout operations to its estimated net realizable
value. Such charge represented an impairment of goodwill.
In January 2005, CompX completed the sale of such operations for proceeds
(net of expenses) of approximately $22.3 million. The net proceeds consisted of
approximately $18.1 million in cash at the date of sale and a $4.2 million
principal amount note receivable from the purchaser bearing interest at a fixed
rate of 7% and payable over four years. The note receivable is collateralized by
a secondary lien on the assets sold and is subordinated to certain third-party
indebtedness of the purchaser. Accordingly, the Company no longer includes the
results of operations or cash flows of Thomas Regout subsequent to December 31,
2004 in its consolidated financial statements. The net proceeds from the January
2005 sale of Thomas Regout were approximately $860,000 less than the net
realizable value estimated at the time of the goodwill impairment charge
(primarily due to higher expenses associated with the disposal of the Thomas
Regout operations), and discontinued operations in the first quarter of 2005
includes a charge related to such differential ($326,000 loss, net of income tax
benefit and minority interest). During the first six months of 2004, the Thomas
Regout operations reported net sales of $20.6 million, income from operations of
$1.2 million, interest expense of $800,000 and net income of $300,000
(approximately $200,000 to NL, net of minority interest).
Note 16 - Accounting principles not yet implemented:
Inventory costs. The Company will adopt SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4," for inventory costs incurred on or after
January 1, 2006. SFAS No. 151 requires that the allocation of fixed production
overhead costs to inventory shall be based on normal capacity. Normal capacity
is not defined as a fixed amount; rather, normal capacity refers to a range of
production levels expected to be achieved over a number of periods under normal
circumstances, taking into account the loss of capacity resulting from planned
maintenance shutdowns. The amount of fixed overhead allocated to each unit of
production is not increased as a consequence of idle plant or production levels
below the low end of normal capacity, but instead a portion of fixed overhead
costs is charged to expense as incurred. Alternatively, in periods of production
-22-
above the high end of normal capacity, the amount of fixed overhead costs
allocated to each unit of production is decreased so that inventories are not
measured above cost. SFAS No. 151 also clarifies existing GAAP to require that
abnormal freight and wasted materials (spoilage) are to be expensed as incurred.
The Company believes its production cost accounting already complies with the
requirements of SFAS No. 151, and the Company does not expect adoption of SFAS
No. 151 will have a material effect on its consolidated financial statements.
Stock options. As permitted by regulations of the SEC the Company will
adopt SFAS No. 123R, "Share-Based Payment," as of January 1, 2006. SFAS No.
123R, among other things, eliminates the alternative in existing GAAP to use the
intrinsic value method of accounting for stock-based employee compensation under
APBO No. 25. Upon adoption of SFAS No. 123R, the Company will generally be
required to recognize the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award,
with the cost recognized over the period during which an employee is required to
provide services in exchange for the award (generally, the vesting period of the
award). No compensation cost will be recognized in the aggregate for equity
instruments for which the employee does not render the requisite service
(generally, the instrument is forfeited before it has vested). The grant-date
fair value will be estimated using option-pricing models (e.g. Black-Scholes or
a lattice model). Under the transition alternatives permitted under SFAS No.
123R, the Company will apply the new standard to all new awards granted on or
after January 1, 2006, and to all awards existing as of December 31, 2005 which
are subsequently modified, repurchased or cancelled. Additionally, as of January
1, 2006, the Company will be required to recognize compensation cost for the
portion of any non-vested award existing as of December 31, 2005 over the
remaining vesting period. Because the number of non-vested awards as of December
31, 2005 with respect to options granted by NL is not expected to be material,
and because the Company has not granted any options and does not expect to grant
any options prior to January 1, 2006, the effect of adopting SFAS No. 123R is
not expected to be significant in so far as it relates to existing stock
options. Should NL or its subsidiaries and affiliates, however, either grant a
significant number of options or modify, repurchase or cancel existing options
in the future, the effect on the Company's consolidated financial statements
could be material.
-23-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS:
General
The Company reported net income of $10.0 million, or $.20 per diluted
share, in the second quarter of 2005 compared to net income of $189.9 million,
or $3.92 per diluted share, in the second quarter of 2004. For the first six
months of 2005, the Company reported net income of $23.1 million, or $.46 per
diluted share, compared to net income of $195.0 million, or $4.03 per diluted
share, in the first six months of 2004.
The decrease in the Company's diluted earnings per share from the second
quarter and first six months of 2004 to the second quarter and first six months
of 2005 is due primarily to the net effects of (i) higher component products
segment profit, (ii) higher earnings attributable to Kronos' income from
operations, (iii) security transactions gains from the sale of shares of Kronos
common stock in 2005 and (iv) a significant second quarter 2004 income tax
benefit related to Kronos. The Company currently believes its net income in 2005
will be lower than 2004 due primarily to the effect of such second quarter 2004
income tax benefits related to Kronos.
As discussed in Note 1 to the Consolidated Financial Statements, on
September 24, 2004, the Company purchased 10,374,000 shares of CompX common
stock, representing approximately 68% of the outstanding shares of CompX common
stock, from Valhi and a wholly-owned subsidiary of Valhi. Because Valhi, NL and
CompX are all entities under the common control of Contran, the Company's
acquisition of the shares of CompX common stock results in a change in reporting
entity and the Company has retroactively restated its consolidated financial
statements to reflect the consolidation of CompX for all periods presented.
Also discussed in Note 1, prior to July 2004, Kronos was a majority-owned
subsidiary of the Company. Following the Company's July 2004 dividend in the
form of shares of Kronos common stock distributed to NL shareholders, the
Company's ownership of Kronos was reduced to less than 50%. Consequently,
effective July 1, 2004 the Company ceased to consolidate Kronos' financial
position, results of operations and cash flows and the Company commenced
accounting for its interest in Kronos by the equity method. The Company
continues to report Kronos as a consolidated subsidiary through June 30, 2004,
including the consolidation of Kronos' results of operations and cash flows for
the second quarter and first six months of 2004.
As provided by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions that the statements in this
Quarterly Report on Form 10-Q relating to matters that are not historical facts,
are forward-looking statements that represent management's beliefs and
assumptions based on currently available information. Forward-looking statements
can be identified by the use of words such as "believes," "intends," "may,"
"should," "could," "anticipates," "expected" or comparable terminology, or by
discussions of strategies or trends. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
cannot give any assurances that these expectations will prove to be correct.
Such statements by their nature involve substantial risks and uncertainties that
could significantly impact expected results, and actual future results could
differ materially from those described in such forward-looking statements. While
it is not possible to identify all factors, the Company continues to face many
-24-
risks and uncertainties. The factors that could cause actual future results to
differ materially from those described herein are the risks and uncertainties
discussed in this Quarterly Report and those described from time to time in the
Company's other filings with the SEC include, but are not limited to, the
following:
o Future supply and demand for the Company's products,
o The extent of the dependence of certain of the Company's businesses on
certain market sectors,
o The cyclicality of the Company's businesses (such as Kronos' TiO2
operations),
o Customer inventory levels (such as the extent to which Kronos' customers
may, from time to time, accelerate purchases of TiO2 in advance of
anticipated price increases or defer purchases of TiO2 in advance of
anticipated price decreases),
o Changes in raw material and other operating costs (such as energy and steel
costs),
o The possibility of labor disruptions,
o General global economic and political conditions (such as changes in the
level of gross domestic product in various regions of the world and the
impact of such changes on demand for TiO2 and component products),
o Demand for office furniture,
o Competitive products and substitute products, including increased
competition from low-cost manufacturing sources (such as China),
o Customer and competitor strategies,
o The impact of pricing and production decisions,
o Competitive technology positions,
o Service industry employment levels,
o Fluctuations in currency exchange rates (such as changes in the exchange
rate between the U.S. dollar and each of the euro, the Norwegian kroner,
the New Taiwan dollar and the Canadian dollar),
o Operating interruptions (including, but not limited to, labor disputes,
leaks, fires, explosions, unscheduled or unplanned downtime and
transportation interruptions),
o The ability of the Company to renew or refinance credit facilities,
o The ultimate outcome of income tax audits, tax settlement initiatives or
other tax matters,
o The introduction of trade barriers,
o Potential difficulties in integrating completed or future acquisitions,
o Decisions to sell operating assets other than in the ordinary course of
business,
o Uncertainties associated with new product development,
o The ultimate ability to utilize income tax attributes, the benefit of which
has been recognized under the "more-likely-than-not" recognition criteria,
o Environmental matters (such as those requiring emission and discharge
standards for existing and new facilities),
o Government laws and regulations and possible changes therein (such as
changes in government regulations which might impose various obligations on
present and former manufacturers of lead pigment and lead-based paint,
including NL, with respect to asserted health concerns associated with the
use of such products),
o The ultimate resolution of pending litigation (such as NL's lead pigment
litigation and litigation surrounding environmental matters), and
o Possible future litigation.
Should one or more of these risks materialize (or the consequences of such
a development worsen), or should the underlying assumptions prove incorrect,
actual results could differ materially from those forecasted or expected. The
Company disclaims any intention or obligation to update or revise any
forward-looking statement whether as a result of changes in information, future
events or otherwise.
-25-
Component products
Three months ended Six months ended
June 30, June 30,
-------------------------------- -------------------------------
2004 2005 % Change 2004 2005 % Change
---- ---- -------- ---- ---- --------
(In millions, except percentages and volumes)
Net sales $ 46.2 $ 45.8 -1% $ 89.8 $ 92.6 +3%
Segment profit 5.1 4.7 -8% 7.6 8.9 +17%
Component product sales and operating income were lower in the second
quarter of 2005 as compared to the second quarter of 2004 due primarily to the
net effect of lower sales volumes partially offset by higher selling prices for
certain products. Component product sales and operating income were higher in
the first six months of 2005 as compared to the same period in 2004 as the
effect of higher selling prices for certain products more than offset the impact
of lower sales volumes for certain products. During the second quarter of 2005,
sales of precision slide products were 2% higher than the second quarter of
2004, while sales of security products declined 5%. Sales of ergonomic products
in the second quarter of 2005 approximated ergonomic product sales in the second
quarter of 2004. For the first six months of 2005, sales of precision slide and
ergonomic products increased 9% and 5%, respectively, compared to the first six
months of 2004, while sales of security products declined 3%. The percentage
changes in both precision slide and ergonomic products include the impact
resulting from changes in foreign currency exchange rates. Sales of security
products are generally denominated in U.S. dollars.
CompX has substantial operations and assets located outside the United
States in Canada and Taiwan. A portion of CompX's sales generated from its
non-U.S. operations are denominated in currencies other than the U.S. dollar,
principally the Canadian dollar and the New Taiwan dollar. In addition, a
portion of CompX's sales generated from its non-U.S. operations (principally in
Canada) are denominated in the U.S. dollar. Most raw materials, labor and other
production costs for such non-U.S. operations are denominated primarily in local
currencies. Consequently, the translated U.S. dollar values of CompX's foreign
sales and operating results are subject to currency exchange rate fluctuations
which may favorably or unfavorably impact reported earnings and may affect
comparability of period-to-period operating results. During the first six months
of 2005, currency exchange rate fluctuations did not significantly affect
comparisons with 2004.
While demand has stabilized across most of CompX's product segments,
certain customers continue to seek lower priced cost Asian sources as
alternatives to CompX's products. CompX believes the impact of this will be
mitigated through its ongoing initiatives to expand both new products and new
market opportunities. Asian-sourced competitive pricing pressures are expected
to continue to be a challenge. CompX's strategy in responding to the competitive
pricing pressure has included reducing production cost through product
reengineering, improvement in manufacturing processes or moving production to
lower-cost facilities including CompX's Asian-based manufacturing facilities.
CompX has also emphasized and focused on opportunities where it can provide
value-added customer support services that Asian-based manufacturers are
generally unable to provide. CompX believes its combination of cost control
initiatives together with its value-added approach to development and marketing
of products helps to mitigate the impact of pricing pressures from Asian
competitors.
-26-
CompX will continue to focus on cost improvement initiatives, utilizing
lean manufacturing techniques and prudent balance sheet management in order to
minimize the impact of lower sales, particularly to the office furniture
industry, and to develop value-added customer relationships with an additional
focus on sales of CompX's higher-margin ergonomic computer support systems and
security products to improve operating results. These actions, along with other
activities to eliminate excess capacity, have been designed to position CompX to
expand more effectively on both new product and new market opportunities to
improve CompX's profitability.
Chemicals
Relative changes in Kronos' TiO2 sales and operating income during the 2004
and 2005 periods presented are primarily due to the net effects of (i) higher
average TiO2 selling prices, (ii) lower TiO2 selling volumes and (iii) relative
changes in foreign currency exchange rates. Selling prices (in billing
currencies) for TiO2, Kronos' principal product, were generally decreasing
during the first half of 2004 and increasing in the last half of 2004 and the
first six months of 2005.
Three months ended Six months ended
June 30, June 30,
------------------------------ -----------------------------
2004 2005 % Change 2004 2005 % Change
---- ---- -------- ---- ---- --------
(In millions, except percentages and volumes)
Net sales $295.8 $311.7 +5% $559.1 $603.5 +8%
Segment profit 40.1 59.2 +48% 66.3 107.2 +62%
TiO2 operating
statistics:
Sales volumes* 136 122 -10% 255 237 - 7%
Production volumes* 122 127 + 4% 240 249 + 4%
Percentage change in
Ti02 average selling
prices:
Using actual foreign currency
exchange rates +15% +14%
Impact of changes in foreign
currency exchange rates - 4% - 4%
---- ----
In billing currencies +11% +10%
==== ====
_______________________________
* Thousands of metric tons
Kronos' sales increased $15.9 million (5%) in the second quarter of 2005
compared to the second quarter of 2004 and increased $44.4 million (8%) in the
first six months of 2005 as compared to the same period in 2004 due to the net
effects of higher average TiO2 selling prices, lower TiO2 selling volumes and
the favorable effect of fluctuations in foreign currency exchange rates, which
increased sales by approximately $10 million and $21 million, respectively, as
further discussed below. Excluding the effect of fluctuations in the value of
the U.S. dollar relative to other currencies, Kronos' average TiO2 selling
prices in billing currencies in the second quarter and first six months of 2005
were 11% higher as compared to the second quarter of 2004 and 10% higher as
compared to the first six months of 2004. When translated from billing
currencies to U.S. dollars using actual foreign currency exchange rates
prevailing during the respective periods, Kronos' average TiO2 selling prices in
the second quarter of 2005 increased 15% compared to the second quarter of 2004
and increased 14% for the first six months of 2005 compared to the first six
months of 2004. Reflecting the implementation of prior price increase
announcements, Kronos' average TiO2 selling prices in the second quarter of 2005
increased 2% compared to the first quarter of 2005.
-27-
Kronos' sales are denominated in various currencies, including the U.S.
dollar, the euro, other major European currencies and the Canadian dollar. The
disclosure of the percentage change in Kronos' average TiO2 selling prices in
billing currencies (which excludes the effects of fluctuations in the value of
the U.S. dollar relative to other currencies) is considered a "non-GAAP"
financial measure under regulations of the SEC. The disclosure of the percentage
change in Kronos' average TiO2 selling prices using actual foreign currency
exchange rates prevailing during the respective periods is considered the most
directly comparable financial measure presented in accordance with GAAP ("GAAP
measure"). Kronos discloses percentage changes in its average TiO2 prices in
billing currencies because Kronos believes such disclosure provides useful
information to investors to allow them to analyze such changes without the
impact of changes in foreign currency exchange rates, thereby facilitating
period-to-period comparisons of the relative changes in average selling prices
in the actual various billing currencies. Generally, when the U.S. dollar either
strengthens or weakens against other currencies, the percentage change in
average selling prices in billing currencies will be higher or lower,
respectively, than such percentage changes would be using actual exchange rates
prevailing during the respective periods. The difference between the 15% and 14%
increases in Kronos' average TiO2 selling prices during the second quarter and
first six months of 2005 as compared to the second quarter and first six months
of 2004 using actual foreign currency exchange rates prevailing during the
respective periods (the GAAP measure), and the 11% and 10% increases in Kronos'
average TiO2 selling prices in billing currencies (the non-GAAP measure) during
each of such periods is due to the effect of changes in foreign currency
exchange rates. The above table presents in a tabular format (i) the percentage
change in Kronos' average TiO2 selling prices using actual foreign currency
exchange rates prevailing during the respective periods (the GAAP measure), (ii)
the percentage change in Kronos' average TiO2 selling prices in billing
currencies (the non-GAAP measure) and (iii) the percentage change due to changes
in foreign currency exchange rates (or the reconciling item between the non-GAAP
measure and the GAAP measure).
Kronos' TiO2 sales volumes in the second quarter and first six months of
2005 decreased 10% and 7%, respectively, compared to the corresponding periods
in 2004, with volumes lower in all regions of the world and with the largest
decline in Europe. Kronos' income from operations comparisons were favorably
impacted by higher production levels, which increased 4% in each of the second
quarter and first six months of 2005 as compared to the same periods in 2004.
Kronos' operating rates were near full capacity in those periods, and Kronos'
production volume in the first six months of 2005 was a new record for Kronos.
Kronos' segment profit in the second quarter of 2004 includes income of
$6.3 million ($4.1 million, or $.08 per diluted share, net of income taxes)
related to settlement of a contract dispute with a customer.
Kronos has substantial operations and assets located outside the United
States (particularly in Germany, Belgium, Norway and Canada). A significant
amount of Kronos' sales generated from its non-U.S. operations are denominated
in currencies other than the U.S. dollar, principally the euro, other major
European currencies and the Canadian dollar. A portion of Kronos' sales
generated from its non-U.S. operations are denominated in the U.S. dollar.
Certain raw materials, primarily titanium-containing feedstocks, are purchased
in U.S. dollars, while labor and other production costs are denominated
primarily in local currencies. Consequently, the translated U.S. dollar value of
Kronos' foreign sales and operating results are subject to currency exchange
rate fluctuations which may favorably or adversely impact reported earnings and
-28-
may affect the comparability of period-to-period operating results. Overall,
fluctuations in the value of the U.S. dollar relative to other currencies,
primarily the euro, increased TiO2 sales by approximately a net $10 million in
the second quarter of 2005 as compared to the same period in 2004 and increased
TiO2 sales in the first six months of 2005 by approximately $21 million compared
to the same period in 2004. Fluctuations in the value of the U.S. dollar
relative to other currencies similarly impacted Kronos' foreign
currency-denominated operating expenses. Kronos' operating costs that are not
denominated in the U.S. dollar, when translated into U.S. dollars, were higher
in the second quarter and first six months of 2005 as compared to the second
quarter and first six months of 2004. Overall, the net impact of currency
exchange rate fluctuations on Kronos' operating income comparisons resulted in
approximately a net $2 million increase and a net $3 million increase in Kronos'
income from operations in the second quarter and first six months of 2005,
respectively, as compared to the corresponding periods in 2004.
Kronos expects its segment profit in 2005 will be significantly higher than
2004, due primarily to higher average selling prices. The quarterly price
improvements in average selling prices since the third quarter of 2004 are the
key to Kronos' anticipation that second half segment profit in 2005 will be
significantly higher than the second half of 2004. Average prices in the second
half of 2005 as compared to the second quarter of 2005 will likely rise modestly
in North America, reflecting the expected partial implementation of prior
selling price announcements. In Europe and export markets, average prices in the
second half of 2005 will likely decline from the second quarter of 2005.
Production volumes in the second half of 2005 will likely be similar to those
achieved in the second half of 2004 and are expected to be below the production
volumes in the first half of 2005, due primarily to certain finishing capacity
being taken temporarily offline in order to complete debottlenecking projects at
Kronos' Leverkusen, Germany facility. Sales volumes in the second half of 2005
are expected to be lower than those in the second half of 2004, and are likely
to be similar to the sales volumes in the first half of 2005. While Kronos
expects its segment profit in calendar 2005 will be higher than calendar 2004,
Kronos expects its segment profit in the second half of 2005 will be below the
first half of 2005. Kronos' expectations as to the future prospects of Kronos
and the TiO2 industry are based upon a number of factors beyond Kronos' control,
including worldwide growth of gross domestic product, competition in the
marketplace, unexpected or earlier-than-expected capacity additions and
technological advances. If actual developments differ from Kronos' expectations,
Kronos' results of operations could be unfavorably affected.
Kronos' efforts to debottleneck its production facilities to meet long-term
demand continue to prove successful. Such debottlenecking efforts included,
among other things, the addition of back-end finishing capacity to be able to
process a larger quantity of the base TiO2 produced and equipment upgrades and
enhancements to allow for reduced downtime for maintenance activities. Kronos'
production capacity has increased by approximately 30% over the past ten years
due to debottlenecking programs, with only moderate capital expenditures. Kronos
believes its annual attainable production capacity for 2005 is approximately
500,000 metric tons, with approximately 10,000 metric tons additional capacity
available in 2006 through its continued debottlenecking efforts.
-29-
Equity in earnings of Kronos - 2005
Three months ended Six months ended
June 30, June 30,
2005 2005
------------------- ------------------
(In millions)
Kronos historical:
Net sales $311.7 $603.5
====== ======
Segment profit 59.2 107.2
Security transaction gain 5.4 5.4
Other general corporate, net (1.1) (2.2)
Interest expense (11.6) (23.4)
------ ------
51.9 87.0
Income tax expense 19.0 32.7
------ ------
Net income $ 32.9 $ 54.3
====== ======
Equity in earnings of Kronos Worldwide, Inc. $ 11.8 $ 19.6
====== ======
See the preceding discussion relating to Kronos' segment profit for the
second quarter and first six months of 2005. The security transaction gain in
the second quarter of 2005 relates to Kronos' sale of its passive interest in a
Norwegian smelting operation, which had a nominal carrying value for financial
reporting purposes, for approximately $5.4 million ($1.3 million or $.03 per
diluted share, net of income taxes and minority interest to the Company).
Kronos' interest expense in the second quarter and first six months of 2005
relates principally to Kronos International, Inc.'s ("KII") Senior Secured
Notes.
General corporate items
Securities transactions. Securities transactions in the second quarter and
first six months of 2005 relate principally to a $14.7 million pre-tax gain
($8.0 million, or $.17 per diluted share, net of income taxes) related to NL's
sale of approximately 470,000 shares of Kronos common stock in market
transactions during the six months ended June 30, 2005. See Note 2 to the
Consolidated Financial Statements.
Interest expense. Substantially all of the interest expense in the second
quarter and first six months of 2004 relates to Kronos. Interest expense related
to CompX declined by approximately $100,000 and $200,000 in the second quarter
and first six months of 2005, respectively compared to the corresponding periods
in 2004 due primarily to lower average levels of outstanding debt. CompX expects
interest expense will continue to be lower during the remainder of 2005 as
compared to the last half of 2004 due to lower average levels of outstanding
debt.
Insurance recoveries. NL has reached an agreement with one of its former
insurance carriers in which such carrier would reimburse NL for a portion of its
past and future lead pigment litigation defense costs, although the amount which
NL will ultimately recover from such carrier with respect to such defense costs
incurred by NL is not yet determinable. NL is also continuing discussions with
another former insurance carrier with respect to recovery of past and future
defense costs. In addition, during the second quarter of 2005, NL recognized
$1.2 million of expected recoveries from certain insolvent former insurance
carriers relating to settlement of excess insurance coverage claims. See Note 11
to the Consolidated Financial Statements. While NL continues to seek additional
recoveries of past defense costs as well as an agreement related to future
defense costs, there can be no assurance that NL will be successful in obtaining
-30-
reimbursement for either defense costs or indemnity. NL has not considered any
potential insurance recoveries in determining related accruals for lead pigment
litigation matters. Any such additional insurance recoveries would be recognized
when their receipt is deemed probable and the amount is determinable.
General corporate expenses. Net general corporate expenses in the second
quarter and first six months of 2005 were lower than the same periods of 2004
due primarily to lower environmental remediation and legal expenses of NL. Net
general corporate expenses in calendar 2005 are currently expected to be higher
than 2004, primarily due to higher expected legal expenses of NL resulting from
an increase in litigation and related expenses for the remainder of 2005.
However, obligations for environmental remediation are difficult to assess and
estimate and no assurance can be given that actual costs will not exceed accrued
amounts or that costs will not be incurred with respect to sites for which no
estimate of liability can presently be made. See Note 14 to the Consolidated
Financial Statements.
Provision for income taxes
The principal reasons for the difference between the Company's effective
income tax rate and the U.S. federal statutory income tax rates are explained in
Note 12 to the Consolidated Financial Statements.
As previously reported, the Company's income tax benefit in the second
quarter of 2004 includes (i) a $268.6 million income tax benefit ($135.7
million, or $2.80 per diluted share, net of minority interest) related to the
reversal of a deferred income tax asset valuation allowance attributable to
Kronos' income tax attributes in Germany (principally net operating loss
carryforwards) and (ii) a $43.7 million income tax benefit ($.90 per diluted
share) related to income tax attributes of a subsidiary of NL.
Minority interest
See Note 10 to the Consolidated Financial Statements.
Discontinued operations.
See Note 15 to the Consolidated Financial Statements.
Accounting principles not yet implemented.
See Note 16 to the Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES:
Consolidated cash flows
Summary
The Company's primary source of liquidity on an ongoing short-term (defined
as the twelve-month period ending June 30, 2006) and long-term (defined as the
five-year period ending December 31, 2009, the time period for which the Company
generally does long-term budgeting) basis is its cash flows from operating
activities, which is generally used to (i) fund capital expenditures, (ii) repay
any short-term indebtedness incurred primarily for working capital purposes and
(iii) provide for the payment of dividends. In addition, from time-to-time the
Company may incur indebtedness, generally to (i) fund short-term working capital
needs, (ii) refinance existing indebtedness or (iii) fund major capital
expenditures or the acquisition of other assets outside the ordinary course of
business. Also, the Company may from time-to-time sell assets outside the
ordinary course of business, the proceeds of which are generally used to (i)
-31-
repay existing indebtedness (including indebtedness which may have been
collateralized by the assets sold), (ii) make investments in marketable and
other securities, (iii) fund major capital expenditures or the acquisition of
other assets outside the ordinary course of business or (iv) pay dividends.
Operating activities
Cash flows from operating activities decreased from $71.6 million provided
by operating activities in the first six months of 2004 to $18.1 million of cash
used by operating activities in the first six months of 2005. This $89.7 million
decrease was due primarily to the deconsolidation of Kronos, effective July 1,
2004. As such, cash from operating activities in the first six months of 2005 is
not comparable to the corresponding period in 2004. Relative changes in accounts
receivable are affected by, among other things, the timing of sales and the
collection of the resulting receivables. Relative changes in inventories and
accounts payable and accrued liabilities are affected by, among other things,
the timing of raw material purchases and the payment for such purchases and the
relative difference between production volumes and sales volumes. Relative
changes in accrued environmental costs are affected by, among other things, the
period in which recognition of the environmental accrual is recognized and the
period in which the remediation expenditure is actually made.
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. However, certain
items included in the determination of net income are non-cash, and therefore
such items have no impact on cash flows from operating activities. Non-cash
items included in the determination of net income include depreciation and
amortization expense, deferred income taxes and non-cash interest expense.
Non-cash interest expense relates principally to Kronos in 2004 and consists of
amortization of original issue discount or premium on certain indebtedness and
amortization of deferred financing costs.
Certain other items included in the determination of net income may have an
impact on cash flows from operating activities, but the impact of such items on
cash flows from operating activities will differ from their impact on net
income. For example, equity in earnings of affiliates will generally differ from
the amount of distributions received from such affiliates, and equity in losses
of affiliates does not necessarily result in current cash outlays paid to such
affiliates. The amount of periodic defined benefit pension plan expense and
periodic OPEB expense depends upon a number of factors, including certain
actuarial assumptions, and changes in such actuarial assumptions will result in
a change in the reported expense. In addition, the amount of such periodic
expense generally differs from the outflows of cash required to be currently
paid for such benefits.
Certain other items included in the determination of net income have no
impact on cash flows from operating activities, but such items do impact cash
flows from investing activities (although their impact on such cash flows
differs from their impact on net income). For example, realized gains and losses
from the disposal of long-lived assets are included in the determination of net
income, although the proceeds from any such disposal are shown as part of cash
flows from investing activities.
Relative changes in working capital assets and liabilities can have a
significant effect on cash flows from operating activities. CompX's average days
sales outstanding related to its continuing operations increased from 38 days at
December 31, 2004 to 42 days at June 30, 2005, due to the timing of collection
on the slightly higher accounts receivable balance at the end of June. CompX's
average number of days in inventory related to its continuing operations was 52
days at both December 31, 2004 and June 30, 2005.
-32-
Relative changes in assets and liabilities generally result from the timing
of production, sales, purchases and income tax payments. Such relative changes
can significantly impact the comparability of cash flow from operations from
period to period, as the income statement impact of such items may occur in a
different period from when the underlying cash transaction occurs. For example,
raw materials may be purchased in one period, but the payment for such raw
materials may occur in a subsequent period. Similarly, inventory may be sold in
one period, but the cash collection of the receivable may occur in a subsequent
period.
NL does not have complete access to the cash flows of its subsidiaries and
affiliates, in part due to limitations contained in certain credit agreements as
well as the fact that certain of such subsidiaries and affiliates are not 100%
owned by NL. A detail of NL's consolidated cash flows from operating activities
is presented in the table below. Eliminations consist of intercompany dividends
(most of which are paid by Kronos to NL in 2004, and by CompX to NL in 2005).
Six months ended
June 30,
------------------------
2004 2005
---- ----
(In millions)
Cash provided (used) by operating activities:
Kronos $ 67.5 $ -
CompX 13.6 8.7
NL Parent 3.8 (7.9)
Other (.9) (16.3)
Eliminations (12.4) (2.6)
------ ------
$ 71.6 $(18.1)
====== ======
Investing and financing activities
In 2005, substantially all of the Company's consolidated capital
expenditures relate to CompX. During the first six months of 2005, (i) NL sold
shares of Kronos common stock in market transactions for $19.2 million, (ii)
CompX received a net $18.1 million from the sale of its Thomas Regout operations
(which had approximately $4.0 million of cash at the date of disposal), (iii) NL
acquired CompX common stock in market transactions for $572,000 and (iv) NL
collected $2 million on its loan to one of the Contran family trusts. See Notes
2 and 15 to the Consolidated Financial Statements.
Distributions to minority interest in 2005 consist of CompX dividends paid
to shareholders other than NL. Other cash flows from financing activities in
2005 relate primarily to proceeds from the issuance of NL and CompX common stock
upon exercise of stock options.
At June 30, 2005, unused credit available under existing credit facilities
approximated $47.5 million, all under CompX's revolving credit facility.
Provisions contained in certain of the Company's and its subsidiaries' and
affiliates' credit agreements could result in the acceleration of the applicable
indebtedness prior to its stated maturity for reasons other than defaults from
failing to comply with typical financial covenants. For example, certain credit
agreements allow the lender to accelerate the maturity of the indebtedness upon
a change of control (as defined) of the borrower. In addition, certain credit
agreements could result in the acceleration of all or a portion of the
indebtedness following a sale of assets outside the ordinary course of business,
which provision was waived in connection with CompX's sale of its Thomas Regout
-33-
operations. Other than operating leases discussed in the 2004 Annual Report,
neither NL nor any of its subsidiaries or affiliates are parties to any
off-balance sheet financing arrangements.
Component products - CompX
CompX received approximately $18.1 million cash (net of expenses) in
January 2005 upon the sale of its Thomas Regout operations in the Netherlands.
See Note 15 to the Consolidated Financial Statements. CompX believes that its
cash on hand, together with cash generated from operations and borrowing
availability under its bank credit facility, will be sufficient to meet CompX's
liquidity needs for working capital, capital expenditures and dividends. To the
extent that CompX's actual operating results or developments differ from CompX's
expectations, CompX's liquidity could be adversely affected. CompX, which had
suspended its regular quarterly dividend of $.125 per share in the second
quarter of 2003, reinstated its regular quarterly dividend at the $.125 per
share rate in the fourth quarter of 2004.
Certain of the CompX's sales generated by its non-U.S. operations are
denominated in U.S. dollars. CompX periodically uses currency forward contracts
to manage a very nominal portion of foreign exchange rate risk associated with
receivables denominated in a currency other than the holder's functional
currency or similar exchange rate risk associated with future sales. CompX has
not entered into these contracts for trading or speculative purposes in the
past, nor does CompX currently anticipate entering into such contracts for
trading or speculative purposes in the future. Derivatives used to hedge
forecasted transactions and specific cash flows associated with foreign currency
denominated financial assets and liabilities which meet the criteria for hedge
accounting are designated as cash flow hedges. Consequently, the effective
portion of gains and losses is deferred as a component of accumulated other
comprehensive income and is recognized in earnings at the time the hedged item
affects earnings. Contracts that do not meet the criteria for hedge accounting
are marked-to-market at each balance sheet date with any resulting gain or loss
recognized in income currently as part of net currency transactions. To manage
such exchange rate risk, at June 30, 2005, CompX held a series of contracts
maturing through September 2005, to exchange an aggregate of U.S. $6.5 million
for an equivalent amount of Canadian dollars at an exchange rates of Cdn. $1.25
to Cdn. $1.26 per U.S. dollar. At June 30, 2005, the actual exchange rate was
Cdn. $1.23 per U.S. dollar. The estimated fair values of such foreign currency
forward contracts at June 30, 2005 is not material.
CompX periodically evaluates its liquidity requirements, alternative uses
of capital, capital needs and available resources in view of, among other
things, its capital expenditure requirements, dividend policy and estimated
future operating cash flows. As a result of this process, CompX has in the past
and may in the future seek to raise additional capital, refinance or restructure
indebtedness, issue additional securities, modify its dividend policy,
repurchase shares of its common stock or take a combination of such steps or
other steps to manage its liquidity and capital resources. In the normal course
of business, CompX may review opportunities for acquisitions, divestitures,
joint ventures or other business combinations in the component products
industry. In the event of any such transaction, CompX may consider using cash,
issuing additional equity securities or increasing the indebtedness of CompX or
its subsidiaries.
Chemicals - Kronos
At June 30, 2005, Kronos had cash, cash equivalents and marketable debt
securities of $21.2 million, including restricted balances of $3.6 million, and
Kronos had approximately $155 million available for borrowing under its U.S.,
Canadian and European credit facilities. Based upon Kronos' expectations for the
TiO2 industry and anticipated demands on Kronos' cash resources as discussed
-34-
herein, Kronos expects to have sufficient liquidity to meet its future
obligations including operations, capital expenditures, debt service and current
dividend policy. To the extent that actual developments differ from Kronos'
expectations, Kronos' liquidity could be adversely affected.
At June 30, 2005, Kronos' outstanding debt was comprised of (i) $461.1
million related to KII's Senior Secured Notes and (ii) approximately $200,000 of
other indebtedness. During the second quarter of 2005, Kronos extended the
respective maturity dates of its European and U.S. revolving credit facilities,
each by three years to June 2008 and September 2008, respectively.
Kronos' assets consist primarily of investments in its operating
subsidiaries, and Kronos' ability to service its parent level obligations,
including the Senior Secured Notes, depends in large part upon the distribution
of earnings of its subsidiaries, whether in the form of dividends, advances or
payments on account of intercompany obligation, or otherwise. None of Kronos'
subsidiaries have guaranteed the Senior Secured Notes, although KII has pledged
65% of the common stock or other ownership interest of certain of KII's
first-tier operating subsidiaries as collateral of such Senior Secured Notes.
Pricing within the TiO2 industry is cyclical, and changes in industry
economic conditions significantly impact Kronos' earnings and operating cash
flows. Cash flows from operations is considered the primary source of liquidity
for Kronos. Changes in TiO2 pricing, production volumes and customer demand,
among other things, could significantly affect the liquidity of Kronos.
Based upon Kronos' expectations for the TiO2 industry and anticipated
demand for Kronos' cash resources as discussed herein, Kronos expects to have
sufficient short-term and long-term liquidity to meet its obligations including
operations, capital expenditures, debt service and dividends. To the extent that
actual developments differ from Kronos' expectations, Kronos' liquidity could be
adversely affected.
See Note 12 to the Consolidated Financial Statements for certain income tax
examinations currently underway with respect to certain of Kronos' income tax
returns in various non-U.S. jurisdictions, and see Note 14 to the Consolidated
Financial Statements with respect to certain legal proceedings with respect to
Kronos.
Certain of the Kronos' sales generated by its non-U.S. operations are
denominated in U.S. dollars. Kronos periodically uses currency forward contracts
to manage a very nominal portion of foreign exchange rate risk associated with
receivables denominated in a currency other than the holder's functional
currency or similar exchange rate risk associated with future sales. Kronos has
not entered into these contracts for trading or speculative purposes in the
past, nor does Kronos currently anticipate entering into such contracts for
trading or speculative purposes in the future. Derivatives used to hedge
forecasted transactions and specific cash flows associated with foreign currency
denominated financial assets and liabilities which meet the criteria for hedge
accounting are designated as cash flow hedges. Consequently, the effective
portion of gains and losses is deferred as a component of accumulated other
comprehensive income and is recognized in earnings at the time the hedged item
affects earnings. Contracts that do not meet the criteria for hedge accounting
are marked-to-market at each balance sheet date with any resulting gain or loss
recognized in income currently as part of net currency transactions. For the
periods ended June 30, 2004 and 2005, Kronos has not used hedge accounting for
any of its contracts. To manage such exchange rate risk, at June 30, 2005,
Kronos held a series of contracts, which mature through December 2005, to
exchange an aggregate of U.S. $22.5 million for an equivalent amount of Canadian
-35-
dollars at an exchange rate of Cdn. $1.23 to Cdn. $1.26 per U.S. dollar. At June
30, 2005, the actual exchange rate was Cdn. $1.23 per U.S. dollar. The estimated
fair value of such foreign currency forward contracts at June 30, 2005 was not
material.
Kronos International's assets consist primarily of investments in its
operating subsidiaries, and its ability to service its parent level obligations,
including the Senior Secured Notes, depends in large part upon the distribution
of earnings of its subsidiaries, whether in the form of dividends, advances or
payments on account of intercompany obligation, or otherwise. None of its
subsidiaries have guaranteed the Senior Secured Notes, although Kronos
International has pledged 65% of the common stock or other ownership interest of
certain of its first-tier operating subsidiaries as collateral of such Senior
Secured Notes.
Kronos periodically evaluates its liquidity requirements, alternative uses
of capital, capital needs and availability of resources in view of, among other
things, its dividend policy, its debt service and capital expenditure
requirements and estimated future operating cash flows. As a result of this
process, Kronos has in the past and may in the future seek to reduce, refinance,
repurchase or restructure indebtedness, raise additional capital, repurchase
shares of its common stock, 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, Kronos may review opportunities for the
acquisition, divestiture, joint venture or other business combinations in the
chemicals or other industries, as well as the acquisition of interests in, and
loans to, related entities. In the event of any such transaction, Kronos may
consider using available cash, issuing equity securities or increasing
indebtedness to the extent permitted by the agreements governing Kronos'
existing debt.
Kronos has substantial operations located outside the United States for
which the functional currency is not the U.S. dollar. As a result, the reported
amounts of Kronos' assets and liabilities related to its non-U.S. operations,
and therefore Kronos' net assets, will fluctuate based upon changes in currency
exchange rates.
NL Industries
At June 30, 2005, NL (exclusive of CompX) had cash, cash equivalents and
marketable debt securities of $84.3 million, including restricted balances of
$16.2 million. Of such restricted balances, $2.8 million was held by special
purpose trusts, the assets of which can only be used to pay for certain of NL's
future environmental remediation and other environmental expenditures. See Note
14 to the Consolidated Financial Statements.
See Note 12 to the Consolidated Financial Statements for certain income tax
examinations currently underway with respect to certain of NL's income tax
returns, and see Note 14 to the Consolidated Financial Statements and Part II,
Item 1, "Legal Proceedings" with respect to certain legal proceedings and
environmental matters with respect to NL.
In addition to those legal proceedings described in Note 14 to the
Consolidated Financial Statements, various legislation and administrative
regulations have, from time to time, been proposed that seek to (i) 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 (ii) 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, and bills which would revive
actions barred by the statute of limitations. While no legislation or
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regulations have been enacted to date that are expected to have a material
adverse effect on NL's consolidated financial position, results of operations or
liquidity, enactment of such legislation could have such an effect.
NL periodically evaluates its liquidity requirements, alternative uses of
capital, capital needs and availability of resources in view of, among other
things, its dividend policy 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, repurchase shares of its common stock,
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 or other industries, as
well as the acquisition of interests in, and loans to, related entities.
Because NL's operations are conducted primarily through its subsidiaries
and affiliates, NL'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 and affiliates. In the fourth
quarter of 2004, CompX reinstated its regular quarterly dividend at the $.125
per share rate. At that rate, and based on the 10.4 million shares of CompX held
directly or indirectly by NL at June 30, 2005, NL would receive aggregate annual
dividends from CompX of $5.2 million. Kronos' current quarterly dividend is $.25
per share. At that rate, and based on the 17.5 million shares of Kronos held by
NL at June 30, 2005, NL would receive aggregate annual dividends from Kronos of
$17.5 million.
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.
Non-GAAP financial measures
In an effort to provide investors with additional information regarding the
Company's results of operations as determined by GAAP, the Company has disclosed
certain non-GAAP information which the Company believes provides useful
information to investors.
o The Company discloses percentage changes in Kronos' average TiO2 selling
prices in billing currencies, which excludes the effects of foreign
currency translation. The Company believes disclosure of such percentage
changes allows investors to analyze such changes without the impact of
changes in foreign currency exchange rates, thereby facilitating
period-to-period comparisons of the relative changes in average selling
prices in the actual various billing currencies. Generally, when the U.S.
dollar either strengthens or weakens against other currencies, the
percentage change in average selling prices in billing currencies will be
higher or lower, respectively, than such percentage changes would be using
actual exchange rates prevailing during the respective periods. See page
28.
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ITEM 4. CONTROLS AND PROCEDURES
General. As discussed in Note 1 to the Consolidated Financial Statements,
the Company and its audit committee concluded that the Company should restate
its consolidated financial statements as of December 31, 2004 and for the year
then ended, to reflect an additional $4.2 million, or $.08 per diluted share,
noncash income tax benefit in its results of operations for the year ended
December 31, 2004. Such $4.2 million relates to recognition of an additional
deferred income tax benefit related to discontinued operations, to be recognized
in the fourth quarter of 2004 as a component of discontinued operations.
The guidance set forth in Auditing Standard No. 2 ("AS2") of the Public
Company Accounting Oversight Board states that restatement of previously-issued
financial statements to reflect the correction of a misstatement should be
regarded as at least a significant control deficiency and as a strong indicator
that a material weakness in internal control over financial reporting exists. In
connection with this restatement, the Company has concluded that a material
weakness existed as of December 31, 2004 which precludes the Company from
concluding that its internal control over financial reporting was effective as
of December 31, 2004. Therefore, the Company's previous conclusion, as reported
in the Company's Management Report on Internal Control Over Financial Reporting
contained in Item 9A of its Annual Report on Form 10-K for the year ended
December 31, 2004 (as filed on March 30, 2005), that it maintained effective
internal control over financial reporting as of December 31, 2004, as set forth
in its Annual Report on Form 10-K for the year ended December 31, 2004, was
restated, in which (i) the Company concluded it lacked effective controls as of
December 31, 2004 surrounding the proper consideration of the effect of
subsequent events on the evaluation of certain income tax attributes and related
deferred income tax asset valuation allowances in the preparation of its
December 31, 2004 consolidated financial statements and (ii) the Company's
independent registered public accounting firm issued an opinion stating that the
Company did not maintain effective internal control over financial reporting as
of December 31, 2004.
In order to remediate this material weakness, in May 2005, and in
connection with the Company's quarterly close process for the quarter ended
March 31, 2005, the Company enhanced its focus and instituted additional
procedures, to be performed each quarter in connection with the Company's close
process, that are designed to help ensure that subsequent events are properly
evaluated as they pertain to the evaluation of income tax attributes and related
deferred income tax asset valuation allowances in the preparation of its
consolidated financial statements. Such actions taken with respect to this
enhanced focus and additional procedures instituted include:
o The Company formed a formal committee comprised of the Company's Tax
Director and Chief Financial Officer. Immediately before the Company's
consolidated financial statements are issued each quarter, such committee
will meet and discuss events or circumstances that have arisen subsequent
to the balance sheet date, and will evaluate any such events or
circumstances to consider whether any additional evidence has arisen that
would justify (i) reversal of an existing valuation allowance or (ii)
recognizing a valuation allowance for an existing gross deferred tax asset
without any current valuation allowance, and
o Prior to such meeting, the Company's Chief Financial Officer will review
applicable resource materials regarding the evaluation of deferred income
tax asset valuation allowances and the effect on such evaluation of
subsequent events, in order to provide a proper focus in such meeting on
the effect of any subsequent events.
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In connection with the Company's quarterly close process for its quarters
ended March 31, 2005 and June 30, 2005, this committee met and discussed the
items as described above. The Company remediated this weakness as of May 10,
2005 (the date of its Form 10-Q for the quarter ended March 31, 2005).
Evaluation of Disclosure Controls and Procedures. The Company maintains a
system of disclosure controls and procedures. The term "disclosure controls and
procedures," as defined by regulations of the SEC, means controls and other
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits to the SEC under the Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized
and reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits to the SEC under the Act is
accumulated and communicated to the Company's management, including its
principal executive officer and its principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions to be
made regarding required disclosure. Each of Harold C. Simmons, the Company's
Chief Executive Officer, and Gregory M. Swalwell, the Company's Vice President,
Finance and Chief Financial Officer, has evaluated the Company's disclosure
controls and procedures as of June 30, 2005. Based upon their evaluation, these
executive officers have concluded that the Company's disclosure controls and
procedures were effective as of June 30, 2005.
Internal Control Over Financial Reporting. The Company also maintains
internal control over financial reporting. The term "internal control over
financial reporting," as defined by regulations of the SEC, means a process
designed by, or under the supervision of, the Company's principal executive and
principal financial officers, or persons performing similar functions, and
effected by the Company's board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with GAAP, and includes those policies and procedures that:
o Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Company,
o Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and
that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company,
and
o Provide reasonable assurance regarding prevention or timely detection of an
unauthorized acquisition, use or disposition of the Company's assets that
could have a material effect on the Company's Consolidated Financial
Statements.
Changes in Internal Control Over Financial Reporting. Other than the
additional procedures discussed above, instituted in May 2005 in connection with
the Company's quarterly close process for the quarter ended March 31, 2005,
there has been no change to the Company's internal control over financial
reporting during the quarter ended June 30, 2005 that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Note 14 to the Consolidated Financial Statements and
to the 2004 Annual Report for descriptions of certain previously reported legal
proceedings.
Thomas v. Lead Industries Association, et al. (Circuit Court, Milwaukee,
Wisconsin, Case No. 99-CV-6411). In July 2005, the Wisconsin Supreme Court
affirmed the appellate court's dismissal of plaintiff's civil conspiracy and
enterprise liability claims and reversed and remanded the appellate court's
dismissal of plaintiff's risk contribution claim.
State of Rhode Island v. Lead Industries Association, et al. (Superior
Court of Rhode Island, No. 99-5226). In June 2005, NL filed a motion for summary
judgment on the state's Unfair Trade Practices Act claim.
Barker, et al. v. The Sherwin-Williams Company, et al. (Circuit Court of
Jefferson County, Mississippi, Civil Action No. 2000-587, and formerly known as
Borden, et al. vs. The Sherwin-Williams Company, et al.). With respect to the
eight plaintiffs remaining in Holmes County Mississippi, three of these
plaintiffs voluntarily dismissed their claims without prejudice in May 2005.
With respect to the two plaintiffs remaining in Jefferson County, one of these
plaintiffs voluntarily dismissed his claim without prejudice in May 2005.
City of Milwaukee v. NL Industries, Inc. and Mautz Paint (Circuit Court,
Civil Division, Milwaukee County, Wisconsin, Case No. 01CV003066). In July 2005,
NL withdrew its petition to the Wisconsin Supreme Court seeking review of the
appellate court's ruling in December 2004 that reversed and remanded the trial
court's dismissal of the case.
Jackson, et al., v. Phillips Building Supply of Laurel, et al. (Circuit
Court of Jones County, Mississippi, Dkt. Co. 2002-10-CV1). In May 2005, the
court set a trial date of November 2006.
Harris County, Texas v. Lead Industries Association, et al. (District Court
of Harris County, Texas, No. 2001-21413). In May 2005, the plaintiff voluntarily
dismissed the case without prejudice.
City of Chicago vs. American Cyanamid, et al. (Circuit Court of Cook
County, Illinois, No. 02CH16212). In May 2005, the Illinois Supreme Court denied
plaintiff's petition seeking review of the appellate court's decision affirming
the dismissal of the case.
Russell v. NL Industries, Inc., et al. (Circuit Court of LeFlore County,
Mississippi, Civil Action No. No.2002-0235-CICI). In May 2005, the court
dismissed the case with prejudice.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's 2005 Annual Meeting of Shareholders was held on May 19, 2005.
Cecil H. Moore, Jr., Glenn R. Simmons, Harold C. Simmons, Thomas P. Stafford,
Steven L. Watson and Terry N. Worrell were elected as directors, each receiving
votes "For" their election from at least 93.4% of the 48.5 million common shares
eligible to vote at the Annual Meeting.
Item 6. Exhibits
31.1 - Certification
31.2 - Certification
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32.1 - Certification
The Company has retained a signed original of any of the above exhibits
that contains signatures, and the Company will provide such exhibit to the
Commission or its staff upon request. NL will also furnish, without charge, a
copy of its Code of Business Conduct and Ethics, its Audit Committee Charter and
its Corporate Governance Guidelines, each as adopted by the Company's board of
directors, upon request. Such requests should be directed to the attention of
NL's Corporate Secretary at NL's corporate offices located at 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NL INDUSTRIES, INC.
-----------------------------------
(Registrant)
Date August 3, 2005 By /s/ Gregory M. Swalwell
----------------------------------
Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
Date August 3, 2005 By /s/ James W. Brown
----------------------------------
James W. Brown
Vice President and Controller
(Principal Accounting Officer)
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