Delaware
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1-5467
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87-0110150
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5430 LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 |
Results of Operations and Financial Condition.
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Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Item No.
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Description
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99.1*
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Press release dated August 8, 2017 entitled "Valhi Reports Second Quarter 2017 Results" and issued by the registrant.
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99.2*
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Press release dated August 8, 2017 entitled "Valhi Declares Quarterly Dividend" and issued by the registrant.
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* |
Filed herewith
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Valhi, Inc.
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(Registrant)
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By: /s/ Gregory M. Swalwell
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Date: August 8, 2017
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Gregory M. Swalwell
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
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Item No.
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Description
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||
99.1*
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Press release dated August 8, 2017 entitled "Valhi Reports Second Quarter 2017 Results" and issued by the registrant.
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||
99.2*
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Press release dated August 8, 2017 entitled "Valhi Declares Quarterly Dividend" and issued by the registrant.
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* |
Filed herewith
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·
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Future supply and demand for our products;
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·
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The extent of the dependence of certain of our businesses on certain market sectors;
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·
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The cyclicality of certain of our businesses (such as Kronos' TiO2 operations);
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·
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Customer and producer inventory levels;
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·
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Unexpected or earlier-than-expected industry capacity expansion (such as the TiO2 industry);
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·
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Changes in raw material and other operating costs (such as energy, ore, zinc and brass costs) and our ability to pass those costs on to our customers or offset them with reductions in other operating costs;
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·
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Changes in the availability of raw materials (such as ore);
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·
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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, among other things, TiO2 and component products);
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·
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Competitive products and prices and substitute products, including increased competition from low-cost manufacturing sources (such as China);
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·
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Possible disruption of our business or increases in the cost of doing business resulting from terrorist activities or global conflicts;
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·
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Customer and competitor strategies;
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·
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Potential difficulties in integrating future acquisitions;
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·
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Potential difficulties in upgrading or implementing new accounting and manufacturing software systems;
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·
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Potential consolidation of our competitors;
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·
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Potential consolidation of our customers;
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·
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The impact of pricing and production decisions;
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·
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Competitive technology positions;
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·
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The introduction of trade barriers;
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·
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The ability of our subsidiaries to pay us dividends;
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·
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The impact of current or future government regulations (including employee healthcare benefit related regulations);
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·
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Uncertainties associated with new product development and the development of new product features;
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·
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Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar) or possible disruptions to our business resulting from potential instability resulting from uncertainties associated with the euro or other currencies;
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·
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Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions and cyber attacks);
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·
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Decisions to sell operating assets other than in the ordinary course of business;
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·
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The timing and amounts of insurance recoveries;
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·
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Our ability to renew, amend, refinance or establish credit facilities;
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·
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Our ability to maintain sufficient liquidity;
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·
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The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters;
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·
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Our ultimate ability to utilize income tax attributes, the benefits of which may or may not presently have been recognized under the more-likely-than-not recognition criteria;
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·
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Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities, or new developments regarding environmental remediation at sites related to our former operations);
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·
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Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including NL, with respect to asserted health concerns associated with the use of such products);
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·
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The ultimate resolution of pending litigation (such as NL's lead pigment litigation, environmental and other litigation and Kronos' class action litigation);
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·
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Our ability to comply with covenants contained in our revolving bank credit facilities;
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·
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Our ability to complete and comply with the conditions of our licenses and permits;
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·
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Our ability to successfully defend against any possible future challenge to WCS' operating licenses and permits;
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·
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Unexpected delays in the operational start-up of shipping containers procured by WCS;
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·
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Our ability to increase disposal volumes and obtain new business at WCS;
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·
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Our ability to generate positive operating results or cash flows at WCS;
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·
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The impact of our inability to complete the previously-reported sale of WCS;
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·
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Changes in real estate values and construction costs in Henderson, Nevada;
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·
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Water levels in Lake Mead; and
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·
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Possible future litigation.
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·
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The Company discloses operating income (loss) before the long-lived asset impairment charge related to our Waste Management Segment, which is used by the Company's management to assess the performance of the Company's Waste Management Segment's operations. The Company believes disclosure of operating income (loss) before the impact of the long-lived asset impairment charge provides useful information to investors because it allows investors to analyze the performance of the Company's Waste Management Segment's operations in the same way that the Company's management assesses performance.
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VALHI, INC. AND SUBSIDIARIES
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||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||||||||||
(In millions, except earnings per share)
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||||||||||||||||
Three months ended
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Six months ended
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|||||||||||||||
June 30,
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June 30,
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|||||||||||||||
2016
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2017
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2016
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2017
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|||||||||||||
(unaudited)
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(unaudited)
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|||||||||||||||
Net sales
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||||||||||||||||
Chemicals
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$
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356.0
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$
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441.4
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$
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674.5
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$
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811.2
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||||||||
Component products
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27.1
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30.1
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54.2
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60.0
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||||||||||||
Waste management
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11.1
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20.5
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16.3
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42.0
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||||||||||||
Real estate management and development
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4.4
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10.2
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7.1
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15.9
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||||||||||||
Total net sales
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$
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398.6
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$
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502.2
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$
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752.1
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$
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929.1
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||||||||
Operating income (loss)
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||||||||||||||||
Waste management:
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||||||||||||||||
Before long-lived asset impairment charge
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$
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(7.1
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)
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$
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(1.0
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)
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$
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(17.9
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)
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$
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(0.4
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)
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||||
Long-lived asset impairment charge
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-
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(170.6
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)
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-
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(170.6
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)
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||||||||||
Total Waste Management
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(7.1
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)
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(171.6
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)
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(17.9
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)
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(171.0
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)
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||||||||
Chemicals
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12.7
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73.0
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15.7
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128.0
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||||||||||||
Component products
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3.7
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4.6
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7.1
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9.1
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||||||||||||
Real estate management and development
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0.5
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1.2
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(5.4
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)
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1.8
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|||||||||||
Total operating income (loss)
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9.8
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(92.8
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)
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(0.5
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)
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(32.1
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)
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|||||||||
General corporate items:
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||||||||||||||||
Securities earnings
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6.9
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7.2
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13.7
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14.2
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||||||||||||
Insurance recoveries
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0.2
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-
|
.3
|
.1
|
||||||||||||
Termination fee
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-
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4.0
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-
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4.0
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||||||||||||
General expenses, net
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(8.6
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)
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(14.7
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)
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(20.1
|
)
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(27.1
|
)
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||||||||
Interest expense
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(15.8
|
)
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(16.0
|
)
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(31.5
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)
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(31.6
|
)
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||||||||
Loss before income taxes
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(7.5
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)
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(112.3
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)
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(38.1
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)
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(72.5
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)
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||||||||
Income tax expense (benefit)
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0.2
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(167.4
|
)
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(8.4
|
)
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(149.4
|
)
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|||||||||
Net income (loss)
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(7.7
|
)
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55.1
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(29.7
|
)
|
76.9
|
||||||||||
Noncontrolling interest in net income (loss)
|
||||||||||||||||
of subsidiaries
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0.8
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46.3
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(1.7
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)
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55.4
|
|||||||||||
Net income (loss) attributable to Valhi stockholders
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$
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(8.5
|
)
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$
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8.8
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$
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(28.0
|
)
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$
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21.5
|
||||||
Basic and diluted net loss per share:
|
||||||||||||||||
Net income (loss) per share attributable to Valhi
|
||||||||||||||||
stockholders
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$
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(.02
|
)
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$
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.03
|
$
|
(.08
|
)
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$
|
.06
|
||||||
Basic and diluted weighted average shares
|
||||||||||||||||
outstanding
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342.0
|
342.0
|
342.0
|
342.0
|
VALHI, INC. AND SUBSIDIARIES
|
|||||||
IMPACT OF PERCENTAGE CHANGE IN CHEMICAL SEGMENT'S NET SALES
|
|||||||
Three months ended
|
Six months ended
|
||||||
June 30,
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June 30,
|
||||||
2017 vs. 2016
|
2017 vs. 2016
|
||||||
(unaudited)
|
(unaudited)
|
||||||
Percentage change in TiO2 sales :
|
|||||||
TiO2 product pricing
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20
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%
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19
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%
|
|||
TiO2 sales volumes
|
6
|
5
|
|||||
TiO2 product mix
|
-
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(2)
|
|||||
Changes in currency exchange rates
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(2)
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(2)
|
|||||
Total
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24
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%
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20
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%
|
|||