-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qwqpjku2pRilf55FO7nN/45m5V2K3mCoIYfHqTxQ59PfkBK6Md5bz42QNuFegrO0 P4E4OeH2TdpSp8/Ty7jgag== 0000059255-05-000030.txt : 20050511 0000059255-05-000030.hdr.sgml : 20050511 20050510173157 ACCESSION NUMBER: 0000059255-05-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALHI INC /DE/ CENTRAL INDEX KEY: 0000059255 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 870110150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-48391 FILM NUMBER: 05818164 BUSINESS ADDRESS: STREET 1: 5430 LBJ FRWY STREET 2: STE 1700 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9722331700 MAIL ADDRESS: STREET 1: THREE LINCOLN CENTER STREET 2: 5430 LBJ FREEWAY SUITE 1700 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: LLC CORP DATE OF NAME CHANGE: 19870329 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY LOAN CORP DATE OF NAME CHANGE: 19800414 8-K 1 vipr8k0305.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of the earliest event reported) May 10, 2005 ---------------- Valhi, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 1-5467 87-0110150 - ----------------- ------------------ ----------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) 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 -------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. Pursuant to Items 2.02 and 7.01 of this current report, the registrant hereby furnishes the information set forth in its press release issued on May 10, 2005, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information, including the exhibit, the registrant furnishes in this report is not deemed "filed" for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Item No. Exhibit Index ---------- --------------------------------- 99.1 Press Release dated May 10, 2005 issued by the registrant. SIGNATURE 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 hereunto duly authorized. VALHI, INC. (Registrant) By:/s/ Gregory M. Swalwell ---------------------------- Gregory M. Swalwell Vice President Date: May 10, 2005 INDEX TO EXHIBITS Exhibit No. Description - ----------- -------------------------------------------------- 99.1 Press Release dated May 10, 2005 issued by the registrant. EX-99.1 2 vipr0305.txt [LOGO GOES HERE] FOR IMMEDIATE RELEASE: CONTACT: Valhi, Inc. Bobby D. O'Brien Three Lincoln Centre Vice President 5430 LBJ Freeway (972) 233-1700 Suite, 1700 Dallas, Texas 75240-2697 VALHI REPORTS FIRST QUARTER RESULTS DALLAS, TEXAS . . May 10, 2005. Valhi, Inc. (NYSE: VHI) reported income from continuing operations of $30.3 million, or $.25 per diluted share, in the first quarter of 2005 compared to income of $3.6 million, or $.03 per diluted share, in the first quarter of 2004. Chemicals sales increased $28.6 million in the first quarter of 2005 compared to the first quarter of 2004 due to net effects of higher average TiO2 selling prices, lower TiO2 sales volumes as well as the favorable effect of fluctuations in foreign currency exchange rates, which increased chemicals sales by approximately $11 million. 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 first quarter of 2005 were 8% higher as compared to the first quarter 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 first quarter of 2005 increased 13% compared to the first quarter of 2004. Kronos' TiO2 sales volumes in the first quarter of 2005 decreased 3% compared to the first quarter of 2004, due primarily to lower volumes in export markets. Kronos' operating income comparisons were favorably impacted by higher production levels, which increased 4% in the first quarter of 2005 as compared to the same period in 2004. Kronos' operating rates were near full capacity in both periods, and Kronos' production volumes in the first quarter of 2005 were a new record for Kronos for a first quarter. Fluctuations in foreign currency exchange rates did not have a significant effect on chemicals operating income comparisons. Component products operating income comparisons in 2005 were favorably impacted by the effect of certain cost reduction initiatives previously undertaken. Component products operating income comparisons were also favorably impacted by the net effects of increases in the cost of steel (the primary raw material for CompX's products) and a favorable change in product mix of security products. Waste management sales increased, and its operating loss declined, in the first quarter of 2005 as compared to the first quarter of 2004 due to higher utilization of waste management services, offset in part by higher operating costs. Effective January 1, 2005, TIMET changed its method of accounting for approximately 40% of its inventories from the last-in, first-out ("LIFO") method to the specific identification cost method, representing all of its inventories previously accounted for under the LIFO method. In accordance with accounting principles generally accepted in the United States of America ("GAAP"), the Company has retroactively restated its consolidated financial statements to reflect its results of operations as if TIMET had accounted for such inventories under the new method for all periods presented. As a result, the Company's income from continuing operations in the first quarter of 2004 is approximately $200,000, or nil per diluted share, higher than previously reported. TIMET's sales increased from $120.5 million in the first quarter of 2004 to $155.2 million in the first quarter of 2005, and TIMET's operating income increased from $3.3 million to $19.4 million. The improvement in TIMET's operating results in 2005 was due in part to a 1% increase in sales volumes of melted products (ingot and slab), a 6% increase in sales volumes of mill products and 27% and 19% increases in average selling prices for melted and mill products, respectively. TIMET's operating results in the first quarter of 2004 include $1.9 million of income related to a change in TIMET's vacation policy. TIMET's operating results comparisons were favorably impacted by improved plant operating rates, which increased from 73% in the first quarter of 2004 to 80% in the first quarter of 2005, and TIMET's continued cost management efforts. In addition, TIMET's operating results comparisons were negatively impacted by higher costs for raw materials (scrap and alloys) and energy and a $1.2 million impairment charge related to certain abandoned manufacturing equipment of TIMET. TIMET's results in the first quarter of 2005 also include a $29.9 million income tax benefit ($7.9 million, or $.07 per diluted share, net of minority interest to Valhi) related to the reversal of its deferred income tax asset valuation allowances in the U.S. and the U.K. General corporate interest and dividend income is higher in the first quarter of 2005 as compared to the first quarter of 2004 due primarily to a higher level of funds available for investment. Net securities transactions gains in the first quarter of 2005 relate principally to a $14.6 million gain ($6.6 million, or $.05 per diluted share, net of income taxes and minority interest) related to NL's sale of shares of Kronos common stock in market transactions. General corporate expenses were lower in the first quarter of 2005 due primarily to lower environmental remediation and legal expenses of NL. Interest expense was higher due primarily to higher outstanding levels of debt at Kronos. As previously-reported, in January 2005 CompX completed the sale of its Thomas Regout operations in The Netherlands, and accordingly the results of operations of Thomas Regout (which reported a nominal amount of net income in the first quarter of 2004) are classified as discontinued operations for all periods presented. Discontinued operations in 2005 relate primarily to additional expenses associated with the disposal of the Thomas Regout operations. The statements in this release relating to matters that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. 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 risks and uncertainties. Among the factors that could cause actual future results to differ materially include, but are not limited to: 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 certain of the Company's businesses, o The impact of certain long-term contracts on certain of the Company's businesses, o Customer inventory levels, o Changes in raw material and other operating costs, o The possibility of labor disruptions, o General global economic and political conditions, o Competitive products and substitute products, o Customer and competitor strategies, o The impact of pricing and production decisions, o Competitive technology positions, o The introduction of trade barriers, o Fluctuations in currency exchange rates, o Operating interruptions, o The ability of the Company to renew or refinance credit facilities, o Uncertainties associated with new product development, o The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, 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, o Government laws and regulations and possible changes therein, o The ultimate resolution of pending litigation, 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. 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. Valhi, Inc. is engaged in the titanium dioxide pigments, component products (precision ball bearing slides, security products and ergonomic computer support systems), titanium metals products and waste management industries. * * * * * VALHI, INC. AND SUBSIDIARIES SUMMARY OF OPERATIONS (Unaudited) Three months ended March 31, 2004 and 2005 (In millions, except earnings per share)
2004 2005 ---- ---- Net sales Chemicals $263.3 $291.9 Component products 43.6 46.8 Waste management .8 2.5 ------ ------ $307.7 $341.2 ====== ====== Operating income Chemicals $ 22.2 $ 43.6 Component products 2.5 4.1 Waste management (3.2) (2.8) ------ ------ Total operating income 21.5 44.9 General corporate items, net Interest and dividend income 8.5 10.2 Securities transaction gains, net - 14.6 Expenses, net (9.0) (8.2) Interest expense (15.6) (17.9) ------ ------ 5.4 43.6 Equity in: TIMET .7 16.8 Other .1 .1 ------ ------ Income before income taxes 6.2 60.5 Provision for income taxes .8 25.0 Minority interest in after-tax earnings 1.8 5.2 ------ ------ Income from continuing operations 3.6 30.3 Discontinued operations - (.3) ------ ------ Net income $ 3.6 $ 30.0 ====== ====== Basic and diluted earnings per share Income from continuing operations $ .03 $ .25 Discontinued operations - - ------ ------ Net income $ .03 $ .25 ====== ====== Shares used in calculation of per share amounts Basic earnings 120.2 120.2 ====== ====== Diluted earnings 120.5 120.6 ====== ======
VALHI, INC. AND SUBSIDIARIES RECONCILIATION OF PERCENTAGE CHANGE IN KRONOS' AVERAGE TIO2 SELLING PRICES (Unaudited)
Three months ended March 31, 2005 vs. 2004 ------------------------------ Percentage change in average selling prices: Using actual foreign currency exchange rates +13% Impact of changes in foreign currency exchange rates -5% ------------------------------ In billing currencies +8% ==============================
-----END PRIVACY-ENHANCED MESSAGE-----