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
6, 2009
NL
Industries, Inc.
(Exact
name of registrant as specified in its charter)
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New Jersey
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1-640
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13-5267260
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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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||
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
233-1700
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(Former
name or former address, if changed since last report.)
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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):
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o
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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
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Results
of Operations and Financial
Condition.
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Item
7.01
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Regulation
FD Disclosure.
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The
registrant hereby furnishes the information set forth in its press release
issued on May 6, 2009, 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
U.S. Securities and Exchange Commission shall not incorporate this information
by reference, except as otherwise expressly stated in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Item
No.
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Exhibit
Index
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99.1
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Press
release dated May 6, 2009 issued by the
registrant.
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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.
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NL
Industries, Inc.
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(Registrant)
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By: /s/ Gregory M. Swalwell
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Date: May
6, 2009
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Gregory
M. Swalwell, Vice President, Finance and Chief Financial
Officer
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INDEX
TO EXHIBITS
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Item
No.
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Exhibit
Index
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99.1
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Press
release dated May 6, 2009 issued by the
registrant.
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NL
Industries, Inc.
Three
Lincoln Centre
5430
LBJ Freeway, Suite 1700
Dallas,
TX 75240-2697
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Contact: Gregory
M. Swalwell
Vice
President, Finance andChief Financial Officer
(972)
233-1700
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|
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News
Release
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||
FOR IMMEDIATE
RELEASE
NL
REPORTS FIRST QUARTER RESULTS
DALLAS,
TEXAS - May 6, 2009 - NL Industries, Inc. (NYSE:NL) today reported a net loss
attributable to NL stockholders of $11.8 million, or $.24 per share, in the
first quarter of 2009 compared to a net loss attributable to NL stockholders of
$.3 million, or $.01 per share, in the first quarter of 2008.
Net
sales decreased
$12.0 million, or 30%, to $28.5 million in the first quarter of 2009 as compared
to $40.5 million in the first quarter of 2008. Net sales decreased
due to lower order rates from CompX’s customers resulting from unfavorable
economic conditions in North America. Income from operations
attributable to CompX decreased in the first quarter of 2009 as compared to the
first quarter of 2008 primarily due to the effects of the lower order rates and
reduced coverage of overhead and fixed manufacturing costs from the resulting
under-utilization of production capacity, partially offset by the positive
effects of cost reductions implemented in response to the lower order rates and
the favorable impact of relative changes in currency exchange
rates.
Kronos’
net sales of $248.0 million decreased 25% or $84.5 million compared to the first
quarter of 2008 primarily due to a 24% decrease in sales volumes. A
5% increase in average TiO2 selling
prices over 2008 was mostly offset by the negative impact of currency exchange
rates. Kronos estimates the unfavorable effect of changes in currency
exchange rates decreased net sales by approximately $13 million, or 4%, as
compared to the same period in 2008. Kronos expects average selling
prices in the second quarter of 2009 to be lower than the average selling prices
in the first quarter of 2009. Kronos’ sales volumes in the first
quarter of 2009 were 24% lower compared to 2008 due to the impact of lower
demand in its markets resulting from the current economic
conditions. Kronos expects demand will continue to remain below 2008
levels for the remainder of the year. The table at the end of this
press release shows how each of these items impacted the overall decrease in
Kronos’ sales.
Kronos’
income from operations declined by $36 million from operating income of $9.7
million in the first quarter of 2008 to an operating loss of $26.3 million in
the first quarter of 2009. Kronos’ income (loss) from operations as a
percentage of net sales declined to (10)% in the first quarter of 2009 from 3%
in the same period for 2008. This decrease was driven by the decline
in gross margin, which fell to 2% for the first quarter of 2009 compared to 17%
for the first quarter of 2008. Gross margin decreased primarily
because of lower sales volumes and higher manufacturing costs resulting from
lower production volumes as a result of temporary plant curtailments during the
first quarter.
Changes
in currency rates have positively affected Kronos’ gross margin and income
(loss) from operations by approximately $28 million in the first quarter of 2009
as compared to the same period in 2008.
Corporate
expenses were higher in the first quarter of 2009 as compared to the first
quarter of 2008 primarily due to higher defined benefit pension expense,
partially offset by lower litigation and related costs in 2009.
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 NL believes that
the expectations reflected in such forward-looking statements are reasonable, we
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, we continue to face many risks and uncertainties. Among the
factors that could cause actual future results to differ materially include, but
are not limited to:
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·
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Future
supply and demand for the Company’s
products,
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·
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The
extent of the dependence of the Company’s businesses on certain market
sectors,
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·
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The
cyclicality of certain of the Company's
businesses,
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·
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The
impact of certain long-term contracts on certain of the Company's
businesses,
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·
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Customer
inventory levels,
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·
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Changes
in raw material and other operating
costs,
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·
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General
global economic and political
conditions,
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·
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Competitive
products and substitute products,
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·
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Possible
disruption of 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
consolidation or solvency of
competitors,
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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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Service
industry employment levels,
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·
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Demand
for high performance marine
components,
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·
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The
introduction of trade barriers,
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·
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Fluctuations
in currency exchange rates,
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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
and transportation interruptions),
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·
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The
timing and amount of insurance
recoveries,
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·
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The
ability of the Company to renew or refinance credit
facilities,
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·
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The
ability of the Company to maintain sufficient
liquidity,
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·
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The
extent to which the Company’s subsidiaries were to become unable to pay
dividends to the Company,
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·
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Uncertainties
associated with new product
development,
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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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The
ultimate ability to utilize income tax attributes or changes in income tax
rates related to such attributes, the benefit of which has been recognized
under the more-likely-than-not recognition
criteria,
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·
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Potential
difficulties in integrating completed or future
acquisitions,
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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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Environmental
matters,
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·
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Government
laws and regulations and possible changes
therein,
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·
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The
ultimate resolution of pending litigation,
and
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·
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Possible
future litigation.
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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 currently forecasted or
expected. We disclaim any intention or obligation to update or revise
any forward-looking statement whether as a result of changes in information,
future events or otherwise.
NL
Industries, Inc. is engaged in the component products (security products,
furniture components and performance marine components), chemicals (TiO2) and other
businesses.
NL
INDUSTRIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
millions, except earnings per share)
(Unaudited)
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Three
months ended
March
31,
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||||||||
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2008
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2009
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Net
sales
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$ | 40.5 | $ | 28.5 | ||||
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Cost
of sales
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31.1 | 23.7 | ||||||
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Gross
margin
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9.4 | 4.8 | ||||||
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Selling,
general and administrative expense
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6.4 | 5.7 | ||||||
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Other
operating income (expense):
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||||||||
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Insurance
recoveries
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.1 | .7 | ||||||
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General
corporate expenses, net
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(3.8 | ) | (4.4 | ) | ||||
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Loss
from operations
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(.7 | ) | (4.6 | ) | ||||
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Equity
in net loss of Kronos Worldwide, Inc.
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(.1 | ) | (9.5 | ) | ||||
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General
corporate items:
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||||||||
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Interest
and dividends
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1.0 | .7 | ||||||
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Interest
expense
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(.8 | ) | (.3 | ) | ||||
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Loss
before income taxes
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(.6 | ) | (13.7 | ) | ||||
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Income
tax benefit
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(.5 | ) | (1.8 | ) | ||||
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Net
loss
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(.1 | ) | (11.9 | ) | ||||
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Noncontrolling
interest in net income (loss) of subsidiary
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.2 | (.1 | ) | |||||
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Net
loss attributable to NL stockholders
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$ | (.3 | ) | $ | (11.8 | ) | ||
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Basic
and diluted net loss per share
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$ | (.01 | ) | $ | (.24 | ) | ||
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Basic
and diluted average shares outstanding
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48.6 | 48.6 | ||||||
NL
INDUSTRIES, INC.
COMPONENTS
OF LOSS FROM OPERATIONS
(In
millions)
(Unaudited)
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Three
months ended
March
31,
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||||||||
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2008
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2009
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|||||||
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CompX
– component products
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$ | 3.0 | $ | (.9 | ) | |||
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Insurance
recoveries
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.1 | .7 | ||||||
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Corporate
expense
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(3.8 | ) | (4.4 | ) | ||||
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Loss from operations
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$ | (.7 | ) | $ | (4.6 | ) | ||
CHANGE
IN KRONOS’ TiO2
SALES
(Unaudited)
|
Three
months ended
March
31,
2009 vs. 2008
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||||
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Percentage
change in sales:
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||||
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TiO2
product pricing
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5 | % | ||
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TiO2
sales volume
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(24 | ) | ||
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TiO2
product mix
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(2 | ) | ||
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Changes
in currency exchange rates
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(4 | ) | ||
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Total
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(25 | )% | ||