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Business Combinations, Dispositions and Related Transactions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Combinations, Dispositions and Related Transactions

Note 3—Business combinations, dispositions and related transactions:

Kronos Worldwide, Inc.

Prior to 2018, 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 uses cash on hand or other sources of liquidity to acquire the shares. Repurchased shares are added to Kronos’ treasury shares and subsequently cancelled upon approval of the Kronos board of directors. Kronos did not make any repurchases under the plan during 2018.  In 2019 and 2020, Kronos acquired 264,992 and 122,489 shares, respectively, of its common stock in market transactions for an aggregate purchase price of $3.0 million and $1.0 million, respectively, and subsequently cancelled all of such shares. At December 31, 2020 approximately 1.56 million shares are available for repurchase under these authorizations.

CompX International Inc.

Prior to 2018, 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 would 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 2018, 2019 or 2020, and at December 31, 2020 approximately 678,000 shares were available for purchase under these authorizations.

Discontinued Operations Waste Control Specialists LLC

Pursuant to an agreement we entered into in December 2017, on January 26, 2018 we completed the sale of our Waste Management Segment to JFL-WCS Partners, LLC ("JFL Partners"), an entity sponsored by certain investment affiliates of J.F. Lehman & Company, for consideration consisting of the assumption of all of WCS' third-party indebtedness and other liabilities.  We recognized a pre-tax gain of approximately $58 million primarily in the first quarter of 2018 on the transaction ($34.7 million, or $1.22 per diluted share, net of tax) because the carrying value of the liabilities of the business assumed by the purchaser exceeded the carrying value of the assets sold at the time of the sale in large part due to the previously-reported long-lived asset impairment of $170.6 million recognized in the second quarter of 2017.  We recognized a pre-tax gain of $4.9 million ($4.3 million or $.15 per diluted share, net of tax) in the fourth quarter of 2020 related to proceeds received from JFL Partners in final settlement of an earn-out provision in the sale agreement. Our Waste Management Segment, which operated in the low-level radioactive, hazardous, toxic and other waste disposal industry historically struggled to generate sufficient recurring disposal volumes to generate positive operating results or cash flows.  The sale enabled us to focus more effort on continuing to develop our remaining segments which we believe have greater opportunity for higher returns.

In accordance with GAAP, the Waste Management Segment has been reclassified as discontinued operations in our Consolidated Statements of Income.  Also in accordance with GAAP, we have not reclassified our Consolidated Statement of Cash Flows to reflect the Waste Management Segment as discontinued operations.

Selected financial data for the operations of the disposed Waste Management Segment for the period prior to completing the sale is presented below.  

 

 

 

Year ended

 

 

December 31,

 

 

2018

 

 

(In millions)

 

 

 

 

 

Net sales:

$

4.6

 

 

 

 

 

Operating loss

$

(.4

)

Termination fee

 

-

 

Other expense, net

 

-

 

Interest expense, net

 

(.3

)

Loss before taxes

 

(.7

)

Income tax benefit

 

(.1

)

Net loss

$

(.6

)

 

 

 

 

Pre-tax gain on disposal

$

58.4

 

Income tax expense

 

23.7

 

After-tax gain on disposal

 

34.7

 

 

 

 

 

Total

$

34.1

 

 

 

 

 

Net cash provided by operating activities

$

2.3

 

 

 

 

 

Net cash used in investing activities

 

(.1

)