Business combinations, discontinued operations and related transactions

12 Months Ended

Dec. 31, 2012

Business combinations, discontinued operations and related transactions

Note 3—Business combinations, discontinued operations and related transactions:

Kronos Worldwide, Inc.

In November 2010, Kronos completed a secondary public offering of 17.94 million shares of its common stock in an underwritten offering for net proceeds of $337.6 million. The price to the public was $20.00 per share, and the underwriting discount was 5.75% (or $1.15 per share). Costs of the offering (exclusive of the underwriting discount) were approximately $.7 million. The shares of Kronos common stock issued in the secondary offering are identical to the previously-issued outstanding shares in all respects, including par value, liquidation and dividend preference. All shares were sold to third-party investors, none of our affiliated companies purchased any shares in the offering. Upon completion of the offering, our aggregate ownership of Kronos was reduced to 80% (50% held directly by us and 30% held directly by NL). Under the provisions of ASC Topic 810, changes in parent control that do not lead to deconsolidation are considered equity transactions recognized through additional paid-in capital and noncontrolling interest, accordingly no gain or loss was recognized on this transaction. See Note 13.

In December 2010, Kronos’ board of directors authorized the repurchase of up to 2.0 million shares of its common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. Kronos may repurchase its common stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, Kronos may terminate the program prior to its completion. Kronos will use cash on hand to acquire the shares. Repurchased shares will be added to Kronos’ treasury and cancelled. Through December 31, 2012, Kronos has not made any repurchases under the plan, and at December 31, 2012 all 2.0 million shares are available for repurchase.

In May 2011, Kronos implemented a 2-for-1 split of its common stock. We have adjusted all share and per-share disclosures related to our investment in Kronos for all periods presented to give effect to the stock split. The stock split had no financial statement impact to us, and our ownership interest in Kronos did not change as a result of the split.

CompX International Inc.

Prior to 2010, CompX’s board of directors authorized various repurchases of its Class A common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. CompX may repurchase its common stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, CompX may terminate the program prior to its completion. CompX will generally use cash on hand to acquire the shares. Repurchased shares will be added to CompX’s treasury and cancelled. CompX did not make any repurchases under the plan during 2010, 2011 and 2012, and at December 31, 2012 approximately 678,000 shares were available for purchase under these authorizations.

Discontinued operations—On December 28, 2012, CompX completed the sale of its furniture components operations to a competitor of that business for proceeds, net of expenses, of approximately $58.0 million in cash. We recognized a pre-tax gain of $23.7 million on the disposal of these operations ($15.7 million, or $.05 per basic and diluted share, net of income taxes and noncontrolling interest, as shown in the table below). Such pre-tax gain includes income of $10.4 million associated with the reclassification out of accumulated other comprehensive income related to foreign currency translation. The income taxes associated with the pre-tax gain on disposal is less than the U.S. statutory income tax rate of 35% principally due to the utilization of foreign tax credits, the benefit of which had previously not been recognized in part because such benefit did not meet the “more-likely-than-not” recognition criteria and in part because we have not previously elected to claim a credit with respect to foreign income taxes paid because our tax elections are consistent with the elections of Contran and Contran had not previously elected to claim credit. The furniture components operations primarily sold products with lower average margins and higher commodity raw material content than other operations of CompX’s business. We believe disposing of this business will enable us to focus more effort on continuing to develop the remaining portion of CompX’s business that we believe has greater opportunity for higher returns and with less volatility in the cost of commodity raw materials.

Selected financial data for the operations of the disposed furniture Components business is presented below:

	Years ended December 31,
	2010			2011		2012
	(In millions)
Income statement:
Net sales	$	59.1		$	59.0	$	60.7
Operating income	$	3.4		$	9.1	$	7.4
Income (loss) from discontinued operations:
Income before taxes	$	3.5		$	9.1	$	7.2
Income tax expense		4.0			5.0		3.5
Income (loss) from discontinued operations, net of tax		(.5	)		4.1		3.7
Gain on sale of discontinued operations:
Gain on sale		—			—		23.7
Income tax expense		—			—		1.9
Gain on sale discontinued operations, net of tax		—			—		21.8
Total discontinued operations, net of tax		(.5	)		4.1		25.5
Noncontrolling interest in income from discontinued operations		.1			1.1		1.0
Noncontrolling interest in gain on sale of discontinued operations		—			—		6.1
Total noncontrolling interest in discontinued operations		.1			1.1		7.1
Total discontinued operations, net of tax and noncontrolling interest	$	(.4	)	$	3.0	$	18.4

In accordance with generally accepted accounting principles, the assets and liabilities relating to the furniture components business were eliminated from the 2012 Consolidated Balance Sheet at the date of sale. We have reclassified our Consolidated Income Statements to reflect the disposed business as discontinued operations for all periods presented. We have not reclassified our Consolidated Balance Sheet or our Consolidated Statement of Cash Flows to reflect discontinued operations.

Major classes of assets and liabilities of discontinued operations included in our Consolidated Balance Sheet at December 31, 2011 are as follows (in millions):

Cash	$	6.3
Accounts receivables		6.1
Inventory		7.6
Other current assets		.6
Goodwill		13.6
Property and equipment, net		17.4
Other noncurrent assets		.3
Total assets	$	51.9
Current liabilities	$	7.9
Noncurrent liabilities		3.3
Total liabilities	$	11.2

In conjunction with the sale of CompX’s Furniture Components business, the buyer was not interested in retaining certain undeveloped land located in Taiwan owned by our Taiwanese furniture component subsidiary. We had no additional use for the undeveloped land in Taiwan and therefore expected the land to be sold to a third party with CompX receiving the net proceeds. Based on the legal form of how we completed the disposal transaction, our interest in such land is represented by a $3.0 million promissory note receivable at December 31, 2012, issued to CompX by its former Taiwanese subsidiary which retained legal ownership in the land to facilitate the future sale of the land to a third party. The proceeds from a future sale of the land are required to be used to settle the note receivable. During the first quarter of 2013, CompX entered into an agreement with a third party to sell the land which is expected to be substantially completed by the end of the first quarter. The value of the note receivable as of December 31, 2012 represents the expected net proceeds less disposal costs based on the land sale agreement with the third party which represents a Level 2 input as defined by ASC 820-10-35. Such note receivable is classified as part of other current assets in our Consolidated Balance Sheet at December 31, 2012.