SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 - For the quarter ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-640
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NL INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 13-5267260
- -------------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
16825 Northchase Drive, Suite 1200, Houston, Texas 77060-2544
- -------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 423-3300
-------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) had been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
Number of shares of common stock outstanding on May 13, 2002: 48,824,884
NL INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - March 31, 2002
and December 31, 2001 3-4
Consolidated Statements of Income - Three months
ended March 31, 2002 and 2001 5
Consolidated Statements of Comprehensive Income
- Three months ended March 31, 2002 and 2001 6
Consolidated Statement of Shareholders' Equity
- Three months ended March 31, 2002 7
Consolidated Statements of Cash Flows - Three
months ended March 31, 2002 and 2001 8-9
Notes to Consolidated Financial Statements 10-26
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 27-34
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 35
Item 4. Submission of Matters to a Vote of Security Holders 36
Item 6. Exhibits and Reports on Form 8-K 36
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS March 31, December 31,
2002 2001
---------- ------------
Current assets:
Cash and cash equivalents ........................ $ 76,384 $ 116,037
Restricted cash equivalents ...................... 54,771 63,257
Restricted marketable debt securities ............ 8,663 3,583
Accounts and notes receivable .................... 139,238 125,721
Receivable from affiliates ....................... 3,301 3,698
Refundable income taxes .......................... 1,181 1,530
Inventories ...................................... 187,209 231,056
Prepaid expenses ................................. 4,144 3,193
Deferred income taxes ............................ 10,601 11,011
---------- ----------
Total current assets ......................... 485,492 559,086
---------- ----------
Other assets:
Marketable equity securities ..................... 42,705 45,227
Receivable from affiliate ........................ 31,400 31,650
Investment in TiO2 manufacturing joint venture ... 137,528 138,428
Prepaid pension cost ............................. 18,384 18,411
Restricted marketable debt securities ............ 11,219 16,121
Restricted cash equivalents ...................... 5,640 --
Unrecognized net pension obligations ............. 5,901 5,901
Other ............................................ 13,781 6,517
---------- ----------
Total other assets ........................... 266,558 262,255
---------- ----------
Property and equipment:
Land ............................................. 24,355 24,579
Buildings ........................................ 129,968 130,710
Machinery and equipment .......................... 536,238 537,958
Mining properties ................................ 68,691 67,649
Construction in progress ......................... 8,643 5,071
---------- ----------
767,895 765,967
Less accumulated depreciation and depletion ...... 442,357 436,217
---------- ----------
Net property and equipment ................... 325,538 329,750
---------- ----------
$1,077,588 $1,151,091
========== ==========
- 3 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY March 31, December 31,
2002 2001
----------- ------------
Current liabilities:
Notes payable .............................. $ 46,382 $ 46,201
Current maturities of long-term debt ....... 1,038 1,033
Accounts payable and accrued liabilities ... 142,542 176,223
Payable to affiliates ...................... 8,130 6,919
Accrued environmental costs ................ 52,472 59,891
Income taxes ............................... 6,515 7,277
Deferred income taxes ...................... 1,501 1,530
----------- -----------
Total current liabilities .............. 258,580 299,074
----------- -----------
Noncurrent liabilities:
Long-term debt ............................. 170,246 195,465
Deferred income taxes ...................... 143,432 143,256
Accrued environmental costs ................ 51,412 47,589
Accrued pension cost ....................... 26,206 26,985
Accrued postretirement benefits cost ....... 29,536 29,842
Other ...................................... 14,488 14,729
----------- -----------
Total noncurrent liabilities ........... 435,320 457,866
----------- -----------
Minority interest .............................. 7,388 7,208
----------- -----------
Shareholders' equity:
Common stock ............................... 8,355 8,355
Additional paid-in capital ................. 777,597 777,597
Retained earnings .......................... 219,342 222,722
Accumulated other comprehensive loss ....... (210,483) (206,351)
Treasury stock ............................. (418,511) (415,380)
----------- -----------
Total shareholders' equity ............. 376,300 386,943
----------- -----------
$ 1,077,588 $ 1,151,091
=========== ===========
Commitments and contingencies (Note 16)
See accompanying notes to consolidated financial statements.
- 4 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three months ended March 31, 2002 and 2001
(In thousands, except per share data)
2002 2001
--------- ---------
Revenues and other income:
Net sales ................................................ $ 202,357 $ 226,060
Litigation settlement gains, net ......................... 1,920 10,582
Other income, net ........................................ 3,075 4,849
--------- ---------
207,352 241,491
--------- ---------
Costs and expenses:
Cost of sales ............................................ 156,253 149,902
Selling, general and administrative ...................... 34,845 32,322
Interest ................................................. 6,442 6,976
--------- ---------
197,540 189,200
--------- ---------
Income before income taxes, minority interest and
extraordinary item ................................. 9,812 52,291
Income tax expense ........................................... 3,184 17,146
--------- ---------
Income before minority interest and extraordinary item 6,628 35,145
Minority interest ............................................ 184 586
--------- ---------
Income before extraordinary item ..................... 6,444 34,559
Extraordinary item - early extinguishment of debt, net of tax
benefit of $32 ............................................. (60) --
--------- ---------
Net income ............................................... $ 6,384 $ 34,559
========= =========
Basic earnings per share:
Income before extraordinary item ......................... $ .13 $ .69
Extraordinary item ....................................... -- --
--------- ---------
Net income ........................................... $ .13 $ .69
========= =========
Diluted earnings per share:
Income before extraordinary item ......................... $ .13 $ .69
Extraordinary item ....................................... -- --
--------- ---------
Net income ........................................... $ .13 $ .69
========= =========
Weighted average shares used in the calculation of earnings
per share:
Basic .................................................. 48,870 50,079
Dilutive impact of stock options ....................... 68 270
--------- ---------
Diluted ................................................ 48,938 50,349
========= =========
See accompanying notes to consolidated financial statements.
- 5 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three months ended March 31, 2002 and 2001
(In thousands)
2002 2001
-------- --------
Net income .............................................. $ 6,384 $ 34,559
-------- --------
Other comprehensive loss, net of tax:
Marketable securities adjustment .................... (1,523) (3,802)
Currency translation adjustment ..................... (2,609) (15,898)
-------- --------
Total other comprehensive loss .................. (4,132) (19,700)
-------- --------
Comprehensive income ........................ $ 2,252 $ 14,859
======== ========
See accompanying notes to consolidated financial statements.
- 6 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three months ended March 31, 2002
(In thousands)
Accumulated other
comprehensive income (loss)
Additional -------------------------------------
Common paid-in Retained Currency Pension Marketable Treasury
stock capital earnings translation liabilities securities stock Total
--------- ---------- --------- ----------- ----------- ---------- --------- ---------
Balance at December 31, 2001 $ 8,355 $ 777,597 $ 222,722 $(208,349) $ (6,352) $ 8,350 $(415,380) $ 386,943
Net income .................. -- -- 6,384 -- -- -- -- 6,384
Other comprehensive loss, net
of tax -- -- -- (2,609) -- (1,523) -- (4,132)
Dividends ................... -- -- (9,764) -- -- -- -- (9,764)
Treasury stock:
Acquired (228 shares) ... -- -- -- -- -- -- (3,271) (3,271)
Reissued (12 shares) .... -- -- -- -- -- -- 140 140
--------- --------- --------- --------- --------- --------- --------- ---------
Balance at March 31, 2002 ... $ 8,355 $ 777,597 $ 219,342 $(210,958) $ (6,352) $ 6,827 $(418,511) $ 376,300
========= ========= ========= ========= ========= ========= ========= =========
See accompanying notes to consolidated financial statements.
- 7 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2002 and 2001
(In thousands)
2002 2001
-------- --------
Cash flows from operating activities:
Net income ........................................... $ 6,384 $ 34,559
Depreciation, depletion and amortization ............. 7,782 7,511
Deferred income taxes ................................ 718 7,555
Distributions from TiO2 manufacturing joint venture .. 900 1,500
Litigation settlement gain, net included in ..........
restricted cash .................................... -- (10,307)
Extraordinary item ................................... 60 --
Other, net ........................................... (669) (1,606)
-------- --------
15,175 39,212
Change in assets and liabilities:
Accounts and notes receivable .................... (25,282) (25,788)
Insurance receivable ............................. 10,909 1,000
Inventories ...................................... 43,049 11,928
Prepaid expenses ................................. (845) (1,348)
Accounts payable and accrued liabilities ......... (36,161) (14,578)
Income taxes ..................................... (629) (2,404)
Other, net ....................................... 6,580 1,248
-------- --------
Net cash provided by operating activities .... 12,796 9,270
-------- --------
Cash flows from investing activities:
Capital expenditures ................................. (5,461) (5,913)
Loans to affiliates:
Loans ............................................ -- (13,400)
Collections ...................................... 250 --
Acquisition of business .............................. (9,149) --
Change in restricted cash equivalents and restricted
marketable debt securities, net .................... 110 615
Other, net ........................................... 36 280
-------- --------
Net cash used by investing activities ............ (14,214) (18,418)
-------- --------
- 8 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Three months ended March 31, 2002 and 2001
(In thousands)
2002 2001
--------- ---------
Cash flows from financing activities:
Dividends paid ................................... $ (9,764) $ (10,017)
Treasury stock:
Purchased .................................... (3,271) --
Reissued ..................................... 140 593
Principal payments of debt ....................... (25,263) (177)
--------- ---------
Net cash used by financing activities ............ (38,158) (9,601)
--------- ---------
Cash and cash equivalents:
Net change from:
Operating, investing and financing activities (39,576) (18,749)
Currency translation ......................... (273) (1,920)
Acquisition of business ...................... 196 --
--------- ---------
(39,653) (20,669)
Balance at beginning of period ................... 116,037 120,378
--------- ---------
Balance at end of period ......................... $ 76,384 $ 99,709
========= =========
Supplemental disclosures - cash paid for:
Interest ......................................... $ 1,976 $ 1,160
Income taxes, net ................................ $ 3,095 $ 12,319
Acquisition of business:
Cash and cash equivalents .................... $ 196 $ --
Restricted cash .............................. 2,685 --
Goodwill and other intangible assets ......... 9,007 --
Other noncash assets ......................... 1,259 --
Liabilities .................................. (3,998) --
--------- ---------
Cash paid ................................ $ 9,149 $ --
========= =========
See accompanying notes to consolidated financial statements.
- 9 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and basis of presentation:
NL Industries, Inc. conducts its titanium dioxide pigments ("TiO2")
operations through its wholly owned subsidiary, Kronos, Inc. At March 31, 2002,
Valhi, Inc. and Tremont Corporation, each affiliates of Contran Corporation,
held approximately 62% and 21%, respectively, of NL's outstanding common stock.
At March 31, 2002, Contran and its subsidiaries held approximately 94% of
Valhi's outstanding common stock, and a company 80% owned by Valhi and 20% owned
by NL held approximately 80% of Tremont's outstanding common stock.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee. Mr. Simmons, the Chairman of the
Board of NL and the Chairman of the Board and Chief Executive Officer of Contran
and Valhi and a director of Tremont, may be deemed to control each of such
companies. See Note 8.
The consolidated balance sheet of NL Industries, Inc. and Subsidiaries
(collectively, the "Company") at December 31, 2001 has been condensed from the
Company's audited consolidated financial statements at that date. The
consolidated balance sheet at March 31, 2002 and the consolidated statements of
income, comprehensive income, shareholders' equity and cash flows for the
interim periods ended March 31, 2002 and 2001 have been prepared by the Company
without audit. In the opinion of management all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the consolidated
financial position, results of operations and cash flows have been made. The
results of operations for the interim periods are not necessarily indicative of
the operating results for a full year or of future operations.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles in the U.S. ("GAAP") have been condensed or omitted. Certain
prior-year amounts have been reclassified to conform to the current year
presentation. The accompanying consolidated financial statements should be read
in conjunction with the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001 (the
"2001 Annual Report").
The Company adopted SFAS No. 142, "Goodwill and Other Intangible
Assets," effective January 1, 2002. Under SFAS No. 142, goodwill, including
goodwill arising from the difference between the cost of an investment accounted
for by the equity method and the amount of the underlying equity in net assets
of such equity method investee ("equity method goodwill"), will not be amortized
on a periodic basis. Instead, goodwill (other than equity method goodwill) will
be subject to an impairment test to be performed at least on an annual basis,
and impairment reviews may result in future periodic write-downs charged to
earnings. Equity method goodwill will not be tested for impairment in accordance
with SFAS No. 142; rather, the overall carrying amount of an equity method
investee will continue to be reviewed for impairment in accordance with existing
GAAP. There is currently no equity method goodwill associated with the Company's
equity method investee. All goodwill arising in a purchase business combination
(including step acquisitions) completed on or after July 1, 2001 would not be
periodically amortized from the date of such combination. The Company had
goodwill of $6.4 million at March 31, 2002. See Note 3.
- 10 -
The Company adopted SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective January 1, 2002. SFAS No. 144 retains
the fundamental provisions of existing GAAP with respect to the recognition and
measurement of long-lived asset impairment contained in SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." However, SFAS No. 144 provides new guidance intended to address
certain significant implementation issues associated with SFAS No. 121,
including expanded guidance with respect to appropriate cash flows to be used to
determine whether recognition of any long-lived asset impairment is required,
and if required how to measure the amount of the impairment. SFAS No. 144 also
requires that any net assets to be disposed of by sale to be reported at the
lower of carrying value or fair value less cost to sell, and expands the
reporting of discontinued operations to include any component of an entity with
operations and cash flows that can be clearly distinguished from the rest of the
entity. The adoption of SFAS No. 144 effective January 1, 2002 did not have a
material effect on the Company's consolidated financial position, results of
operations or liquidity.
Note 2 - Earnings per share:
Basic earnings per share is based on the weighted average number of
common shares outstanding during each period. Diluted earnings per share is
based on the weighted average number of common shares outstanding and the
dilutive impact of outstanding stock options.
Note 3 - Business combination
In January 2002, the Company acquired all of the stock and limited
liability company units of EWI RE, Inc. and EWI RE, Ltd. (collectively "EWI"),
respectively, for an aggregate of $9.2 million in cash, including acquisition
costs of $.2 million. An entity controlled by one of Harold C. Simmons'
daughters owned a majority of EWI, and a wholly owned subsidiary of Contran
owned the remainder of EWI. EWI provides reinsurance brokerage services for
insurance policies of the Company, its joint venture and other affiliates of
Contran as well as external third-party customers. In addition, EWI expects to
obtain new third-party customers in the future. The purchase was approved by a
special committee of the Company's Board of Directors consisting of two of its
independent directors, and the purchase price was negotiated by the special
committee based upon its consideration of relevant factors, including but not
limited to due diligence performed by independent consultants and an appraisal
of EWI conducted by an independent third party selected by the special
committee.
EWI's results of operations and cash flows are included in the Company's
consolidated results of operations and cash flows beginning January 2002. The
pro forma effect on the Company's results of operations in the first quarter of
2001, assuming the acquisition of EWI had occurred as of January 1, 2001, is not
material. The aggregate cash purchase price of $9.2 million (including
acquisition costs of $.2 million) has been allocated to the assets acquired and
liabilities assumed, consisting of a definite-lived, customer list intangible
asset of $2.6 million and goodwill of $6.4 million, based upon preliminary
estimates of fair value. Such identifiable intangible asset and goodwill were
included in other noncurrent assets at March 31, 2002. The actual allocation may
be different from the preliminary allocation due to refinements in the estimates
of fair values of the net assets acquired. The identifiable intangible asset
will be amortized on a straight-line basis over a period of seven years with no
assumed residual value. Goodwill will not be amortized on a periodic basis but
instead will subject to periodic impairment tests in accordance with the
requirements of SFAS No. 142. See Note 1.
- 11 -
Note 4 - Business segment information:
The Company's operations are conducted by Kronos in one operating
business segment - the production and sale of TiO2.
Three months ended
March 31,
----------------------
2002 2001
--------- ---------
(In thousands)
Net sales ............................................... $ 202,357 $ 226,060
Other income, excluding corporate ....................... 783 1,242
--------- ---------
203,140 227,302
Cost of sales ........................................... 156,253 149,902
Selling, general and administrative, excluding corporate 24,728 25,484
--------- ---------
Operating income ................................ 22,159 51,916
General corporate income (expense):
Securities earnings, net ............................ 1,280 2,606
Litigation settlement gains, net and other income .. 2,932 11,583
Corporate expenses .................................. (10,117) (6,838)
Interest expense .................................... (6,442) (6,976)
--------- ---------
Income before income taxes and minority interest $ 9,812 $ 52,291
========= =========
Note 5 - Accounts and notes receivable:
March 31, December 31,
2002 2001
--------- ------------
(In thousands)
Trade receivables .............................. $ 129,098 $ 99,989
Insurance claims receivable .................... 596 11,505
Recoverable VAT and other receivables .......... 11,915 16,585
Allowance for doubtful accounts ................ (2,371) (2,358)
--------- ---------
$ 139,238 $ 125,721
========= =========
- 12 -
Note 6 - Inventories:
March 31, December 31,
2002 2001
-------- ------------
(In thousands)
Raw materials ............................ $ 43,589 $ 79,162
Work in process .......................... 9,408 9,675
Finished products ........................ 108,711 117,201
Supplies ................................. 25,501 25,018
-------- --------
$187,209 $231,056
======== ========
Note 7 - Marketable equity securities:
March 31, December 31,
2002 2001
--------- ------------
(In thousands)
Available-for-sale marketable equity securities:
Unrealized gains ................................. $ 12,855 $ 14,917
Unrealized losses ................................ (2,530) (2,070)
Cost ............................................. 32,380 32,380
-------- --------
Aggregate fair value ......................... $ 42,705 $ 45,227
======== ========
Note 8 - Receivable from affiliates:
A majority-owned subsidiary of the Company, NL Environmental Management
Services, Inc. ("EMS"), loaned $13.4 million to Tremont under a reducing
revolving loan agreement in the first quarter of 2001. See Note 1. The loan was
approved by special committees of the Company's and EMS's Boards of Directors.
The loan bears interest at prime plus 2% (6.75% at March 31, 2002), is due March
31, 2003 and is collateralized by 10.2 million shares of NL common stock owned
by Tremont. The creditworthiness of Tremont is dependent in part on the value of
the Company as Tremont's interest in the Company is one of Tremont's more
substantial assets. The maximum amount available for borrowing by Tremont
reduces by $250,000 per quarter. In each of the first quarter 2002 and the
second, third and fourth quarters of 2001, Tremont repaid $250,000 of the loan.
At March 31, 2002, the outstanding loan balance was $12.4 million and no amounts
were available for additional borrowings by Tremont. The Company understands
that Tremont may find it necessary to seek amendment of the terms of the
revolving loan agreement and seek, among other things, extension of the maturity
date and to increase the amount of borrowings available to Tremont in order for
Tremont to meet its projected near term obligations and continue the payment of
dividends at the present quarterly rate. The merits of Tremont's proposal will
be considered once received. If the loan is extended, the Company does not
expect a material impact on its liquidity. The current loan receivable balance
of $1.0 million was included in receivable from affiliates at March 31, 2002.
The remaining loan balance of $11.4 million was classified as noncurrent at
March 31, 2002 as the Company does not expect repayment within one year.
In May 2001, a wholly owned subsidiary of EMS loaned $20 million to the
Harold C. Simmons Family Trust No. 2 ("Family Trust"), one of the trusts
described in Note 1, under a $25 million revolving credit agreement. The loan
was approved by special committees of the Company's and EMS's Boards of
- 13 -
Directors. The loan bears interest at prime (4.75% at March 31, 2002), is due on
demand with sixty days notice and is collateralized by 13,749 shares, or
approximately 35%, of Contran's outstanding Class A voting common stock and
5,000 shares, or 100%, of Contran's Series E Cumulative preferred stock, both of
which are owned by the Family Trust. The value of this collateral is dependent
in part on the value of the Company as Contran's interest in the Company,
through its beneficial ownership of Valhi, is one of Contran's more substantial
assets. At March 31, 2002, $5 million was available for additional borrowing by
the Family Trust. The loan was classified as noncurrent at March 31, 2002, as
the Company does not expect to demand repayment within one year.
Note 9 - Accounts payable and accrued liabilities:
March 31, December 31,
2002 2001
--------- ------------
(In thousands)
Accounts payable ......................... $ 66,461 $ 99,358
-------- --------
Accrued liabilities:
Employee benefits .................... 26,013 29,722
Interest ............................. 9,331 4,980
Deferred income ...................... 3,333 4,000
Other ................................ 37,404 38,163
-------- --------
76,081 76,865
-------- --------
$142,542 $176,223
======== ========
Note 10 - Other noncurrent liabilities:
March 31, December 31,
2002 2001
--------- ------------
(In thousands)
Insurance claims and expenses .................. $ 8,998 $ 8,789
Employee benefits .............................. 3,397 3,476
Deferred income ................................ -- 333
Other .......................................... 2,093 2,131
------- -------
$14,488 $14,729
======= =======
- 14 -
Note 11 - Notes payable and long-term debt:
March 31, December 31,
2002 2001
--------- ------------
(In thousands)
Notes payable - Kronos ............................... $ 46,382 $ 46,201
======== ========
Long-term debt:
NL Industries, Inc. - 11.75% Senior Secured Notes
(See Note 15) .................................. $169,000 $194,000
Kronos ........................................... 2,284 2,498
-------- --------
171,284 196,498
Less current maturities .............................. 1,038
1,033
-------- --------
$170,246 $195,465
======== ========
In March 2002 the Company redeemed $25 million principal amount of the
11.75% Senior Secured Notes due October 2003 at the current call price of 100%.
The extraordinary item for early extinguishment of debt related to the write-off
of the unamortized deferred financing costs associated with the redemption.
Notes payable consists of (euro)27 million ($23.7 million and $24.0
million at March 31, 2002 and December 31, 2001, respectively) and NOK 200
million ($22.7 million and $22.2 million at March 31, 2002 and December 31,
2001, respectively,) at both March 31, 2002 and December 31, 2001.
Note 12 - Income taxes:
The difference between the provision for income tax expense attributable
to income before income taxes and minority interest and the amount that would be
expected using the U.S. federal statutory income tax rate of 35% is presented
below.
Three months ended
March 31,
--------------------
2002 2001
-------- --------
(In thousands)
Expected tax expense ...................................... $ 3,436 $ 18,302
Non-U.S. tax rates ........................................ (346) (1,443)
Incremental tax on income of companies not included in NL's
consolidated U.S. federal income tax return ............. 130 180
Valuation allowance ....................................... (67) (653)
U.S. state income taxes ................................... (17) 195
Other, net ................................................ 48 565
-------- --------
Income tax expense ................................ $ 3,184 $ 17,146
======== ========
- 15 -
Note 13 - Litigation settlement gains, net and other income, net:
Litigation settlement gains, net
In the first quarter of 2002 and 2001, the Company recognized litigation
settlement gains with former insurance carrier groups of $1.9 million and $10.6
million, respectively, to settle certain insurance coverage claims related to
environmental remediation. A majority of the proceeds from the 2001 settlement
was transferred to special-purpose trusts established by the insurance carrier
group to pay future remediation and other environmental expenditures of the
Company. No further material settlements relating to litigation concerning
environmental remediation coverage are expected.
Other income, net
Three months ended
March 31,
-----------------------
2002 2001
------- -------
(In thousands)
Corporate interest and dividend income ........... $ 1,280 $ 2,606
Currency transactions, net ....................... 598 1,067
Noncompete agreement income ...................... 1,000 1,000
Disposition of property and equipment ............ (46) (361)
Trade interest income ............................ 222 593
Other, net ....................................... 21 (56)
------- -------
$ 3,075 $ 4,849
======= =======
Note 14 - Leverkusen fire and insurance claim:
A fire on March 20, 2001 damaged a section of the Company's Leverkusen,
Germany 35,000 metric ton sulfate-process TiO2 plant ("Sulfate Plant") and, as a
result, production of TiO2 at the Leverkusen facility was halted. The fire did
not enter the Company's adjacent 125,000 metric ton chloride-process TiO2 plant
("Chloride Plant"), but did damage certain support equipment necessary to
operate that plant. The damage to the support equipment resulted in a temporary
shutdown of the Chloride Plant. The Chloride Plant became fully operational in
April 2001 and the Sulfate Plant became approximately 50% operational in
September 2001 and fully operational in late October 2001.
The Company settled its insurance claim involving the Leverkusen fire
for $56.4 million during the fourth quarter of 2001 ($46.9 million received as
of December 31, 2001, with the remaining $9.5 million received in January 2002),
of which $27.3 million related to business interruption and $29.1 million
related to property damage, clean-up costs and other extra expenses. The Company
recognized a $17.5 million pre-tax gain in fourth quarter 2001 related to the
property damage recovery after deducting $11.6 million of clean-up costs and
other extra expenses incurred and the carrying value of assets destroyed in the
fire. The gain was excluded from the determination of operating income. The
$27.3 million of business interruption proceeds recognized in 2001 were
allocated between other income, excluding corporate, which reflects recovery of
lost margin ($7.2 million) and as a reduction of cost of sales to offset
unallocated period costs ($20.1 million). No additional insurance recoveries
related to the Leverkusen fire are expected to be received and there was no
impact on the results of operations of the Company in the first quarter 2002.
- 16 -
Note 15 - Condensed consolidating financial information:
The Company's 11.75% Senior Secured Notes (the "Notes") are
collateralized by a series of intercompany notes to NL (the "Parent Issuer").
The Notes are also collateralized by a first priority lien on the stock of
Kronos.
In the event of foreclosure, the holders of the Notes would have access
to the consolidated assets, earnings and equity of the Company. The Company
believes the collateralization of the Notes, as described above, is the
functional economic equivalent of a joint and several, full and unconditional
guarantee of the Notes by Kronos.
Management believes that separate financial statements would not provide
additional material information that would be useful in assessing the financial
position of Kronos (the "Guarantor Subsidiaries"). In lieu of providing separate
financial statements of the Guarantor Subsidiaries, the Company has included
condensed consolidating financial information of the Parent Issuer, Guarantor
Subsidiaries and non-guarantor subsidiaries in accordance with Rule 3-10(e) of
the SEC's Regulation S-X. The Guarantor Subsidiaries and the non-guarantor
subsidiaries comprise all of the direct and indirect subsidiaries of the Parent
Issuer.
Investments in subsidiaries are accounted for by NL under the equity
method, wherein the parent company's share of earnings is included in net
income. Elimination entries eliminate (i) the parent's investments in
subsidiaries and the equity in earnings of subsidiaries, (ii) intercompany
payables and receivables and (iii) other transactions between subsidiaries.
- 17 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheet
March 31, 2002
(In thousands)
Combined
NL Industries Non-Guarantor
ASSETS Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Current assets:
Cash and cash equivalents ............ $ 8,464 $ 52,262 $ 15,658 $ -- $ 76,384
Restricted cash equivalents .......... 50,683 -- 4,088 -- 54,771
Restricted marketable debt securities 8,663 -- -- -- 8,663
Accounts and notes receivable ........ 1,675 137,325 238 -- 139,238
Receivable from affiliates ........... 13,843 44 1,513 (12,099) 3,301
Refundable income taxes .............. -- 1,168 13 -- 1,181
Inventories .......................... -- 187,209 -- -- 187,209
Prepaid expenses ..................... 574 3,514 56 -- 4,144
Deferred income taxes ................ 6,161 4,440 -- -- 10,601
----------- ----------- ----------- ----------- -----------
Total current assets ............. 90,063 385,962 21,566 (12,099) 485,492
----------- ----------- ----------- ----------- -----------
Other assets:
Investment in subsidiaries ........... 1,081,453 -- 288 (1,081,741) --
Marketable equity securities ......... 368 -- 42,337 -- 42,705
Receivable from affiliates ........... 169,000 629,798 66,400 (833,798) 31,400
Investment in TiO2 manufacturing joint
venture ............................ -- 137,528 -- -- 137,528
Prepaid pension cost ................. 2,432 15,952 -- -- 18,384
Restricted cash equivalents .......... 5,640 -- -- -- 5,640
Restricted marketable debt securities 11,219 -- -- -- 11,219
Other ................................ 1,131 9,630 8,921 -- 19,682
----------- ----------- ----------- ----------- -----------
Total other assets ............... 1,271,243 792,908 117,946 (1,915,539) 266,558
----------- ----------- ----------- ----------- -----------
Property and equipment, net .............. 3,546 321,981 11 -- 325,538
----------- ----------- ----------- ----------- -----------
$ 1,364,852 $ 1,500,851 $ 139,523 $(1,927,638) $ 1,077,588
=========== =========== =========== =========== ===========
- 18 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheet, (Continued)
March 31, 2002
(In thousands)
Combined
NL Industries Non-Guarantor
LIABILITIES AND SHAREHOLDERS' EQUITY Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Current liabilities:
Notes payable .......................... $ -- $ 46,382 $ -- $ -- $ 46,382
Current maturities of long-term debt ... -- 1,038 -- -- 1,038
Accounts payable and accrued liabilities 25,383 112,464 4,695 -- 142,542
Payable to affiliates .................. 9,667 9,930 632 (12,099) 8,130
Accrued environmental costs ............ 7,975 -- 44,497 -- 52,472
Income taxes ........................... 183 6,203 129 -- 6,515
Deferred income taxes .................. -- 1,501 -- -- 1,501
----------- ----------- ----------- ----------- -----------
Total current liabilities .......... 43,208 177,518 49,953 (12,099) 258,580
----------- ----------- ----------- ----------- -----------
Noncurrent liabilities:
Long-term debt ......................... 169,000 1,246 -- -- 170,246
Notes payable to affiliate ............. 664,798 169,000 -- (833,798) --
Deferred income taxes .................. 77,005 66,099 328 -- 143,432
Accrued environmental costs ............ 8,934 6,566 35,912 -- 51,412
Accrued pension cost ................... 1,431 24,775 -- -- 26,206
Accrued postretirement benefits cost ... 16,817 12,719 -- -- 29,536
Other .................................. 7,359 7,129 -- -- 14,488
----------- ----------- ----------- ----------- -----------
Total noncurrent liabilities ....... 945,344 287,534 36,240 (833,798) 435,320
----------- ----------- ----------- ----------- -----------
Minority interest .......................... -- 290 7,098 -- 7,388
----------- ----------- ----------- ----------- -----------
Shareholders' equity ....................... 376,300 1,035,509 46,232 (1,081,741) 376,300
----------- ----------- ----------- ----------- -----------
$ 1,364,852 $ 1,500,851 $ 139,523 $(1,927,638) $ 1,077,588
=========== =========== =========== =========== ===========
- 19 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheet
December 31, 2001
(In thousands)
Combined
NL Industries Non-Guarantor
ASSETS Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Current assets:
Cash and cash equivalents ............ $ 10,413 $ 54,717 $ 50,907 $ -- $ 116,037
Restricted cash equivalents .......... 63,257 -- -- -- 63,257
Restricted marketable debt securities 3,583 -- -- -- 3,583
Accounts and notes receivable ........ 1,621 123,870 230 -- 125,721
Receivable from affiliates ........... 8,106 47 1,514 (5,969) 3,698
Refundable income taxes .............. -- 1,528 2 -- 1,530
Inventories .......................... -- 231,056 -- -- 231,056
Prepaid expenses ..................... 551 2,642 -- -- 3,193
Deferred income taxes ................ 6,371 4,640 -- -- 11,011
----------- ----------- ----------- ----------- -----------
Total current assets ............. 93,902 418,500 52,653 (5,969) 559,086
----------- ----------- ----------- ----------- -----------
Other assets:
Investment in subsidiaries ........... 1,072,551 -- 288 (1,072,839) --
Marketable equity securities ......... 216 -- 45,011 -- 45,227
Receivable from affiliates ........... 194,000 655,918 31,650 (849,918) 31,650
Investment in TiO2 manufacturing joint
venture ............................ -- 138,428 -- -- 138,428
Prepaid pension cost ................. 2,368 16,043 -- -- 18,411
Restricted marketable debt securities 16,121 -- -- -- 16,121
Other ................................ 1,318 11,100 -- -- 12,418
----------- ----------- ----------- ----------- -----------
Total other assets ............... 1,286,574 821,489 76,949 (1,922,757) 262,255
----------- ----------- ----------- ----------- -----------
Property and equipment, net .............. 3,725 326,025 -- -- 329,750
----------- ----------- ----------- ----------- -----------
$ 1,384,201 $ 1,566,014 $ 129,602 $(1,928,726) $ 1,151,091
=========== =========== =========== =========== ===========
- 20 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheet, (Continued)
December 31, 2001
(In thousands)
Combined
NL Industries Non-Guarantor
LIABILITIES AND SHAREHOLDERS' EQUITY Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Current liabilities:
Notes payable .......................... $ -- $ 46,201 $ -- $ -- $ 46,201
Current maturities of long-term debt ... -- 1,033 -- -- 1,033
Accounts payable and accrued liabilities 23,544 152,633 46 -- 176,223
Payable to affiliates .................. 1,083 11,365 440 (5,969) 6,919
Accrued environmental costs ............ 10,529 -- 49,362 -- 59,891
Income taxes ........................... 96 7,181 -- -- 7,277
Deferred income taxes .................. -- 1,530 -- -- 1,530
----------- ----------- ----------- ----------- -----------
Total current liabilities .......... 35,252 219,943 49,848 (5,969) 299,074
----------- ----------- ----------- ----------- -----------
Noncurrent liabilities:
Long-term debt ......................... 194,000 1,465 -- -- 195,465
Notes payable to affiliate ............. 655,918 194,000 -- (849,918) --
Deferred income taxes .................. 78,708 64,163 385 -- 143,256
Accrued environmental costs ............ 7,489 6,732 33,368 -- 47,589
Accrued pension cost ................... 1,427 25,558 -- -- 26,985
Accrued postretirement benefits cost ... 16,806 13,036 -- -- 29,842
Other .................................. 7,658 7,071 -- -- 14,729
----------- ----------- ----------- ----------- -----------
Total noncurrent liabilities ....... 962,006 312,025 33,753 (849,918) 457,866
----------- ----------- ----------- ----------- -----------
Minority interest .......................... -- 284 6,924 -- 7,208
----------- ----------- ----------- ----------- -----------
Shareholders' equity ....................... 386,943 1,033,762 39,077 (1,072,839) 386,943
----------- ----------- ----------- ----------- -----------
$ 1,384,201 $ 1,566,014 $ 129,602 $(1,928,726) $ 1,151,091
=========== =========== =========== =========== ===========
- 21 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Income
Three months ended March 31, 2002
(In thousands)
Combined
NL Industries Non-Guarantor
Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Revenues and other income:
Net sales .................................... $ -- $ 202,357 $ -- $ -- $ 202,357
Interest and dividends ....................... 6,115 8,741 871 (14,225) 1,502
Equity in income of subsidiaries ............. 16,783 -- -- (16,783) --
Litigation settlement gains, net ............. 1,920 -- -- -- 1,920
Other income (expense), net .................. 1,012 561 -- -- 1,573
--------- --------- --------- --------- ---------
25,830 211,659 871 (31,008) 207,352
--------- --------- --------- --------- ---------
Costs and expenses:
Cost of sales ................................ -- 156,253 -- -- 156,253
Selling, general and administrative .......... 8,164 25,710 971 -- 34,845
Interest ..................................... 14,300 6,367 -- (14,225) 6,442
--------- --------- --------- --------- ---------
22,464 188,330 971 (14,225) 197,540
--------- --------- --------- --------- ---------
Income before income taxes, minority
interest and extraordinary item ........ 3,366 23,329 (100) (16,783) 9,812
Income tax expense (benefit) ..................... (3,078) 6,281 (19) -- 3,184
--------- --------- --------- --------- ---------
Income before minority interest and
extraordinary item ..................... 6,444 17,048 (81) (16,783) 6,628
Minority interest ................................ -- 10 174 -- 184
--------- --------- --------- --------- ---------
Income before extraordinary item ........ 6,444 17,038 (255) (16,783) 6,444
Extraordinary item - early extinguishment of debt,
net of tax benefit of $32 ...................... (60) -- -- -- (60)
--------- --------- --------- --------- ---------
Net income ............................... $ 6,384 $ 17,038 $ (255) $ (16,783) $ 6,384
========= ========= ========= ========= =========
- 22 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Income
Three months ended March 31, 2001
(In thousands)
Combined
NL Industries Non-Guarantor
Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Revenues and other income:
Net sales ......................... $ -- $ 226,060 $ -- $ -- $ 226,060
Interest and dividends ............ 7,140 6,595 1,559 (12,095) 3,199
Equity in income of subsidiaries .. 37,477 -- -- (37,477) --
Litigation settlement gains, net .. 10,582 -- -- -- 10,582
Other income, net ................. 1,001 649 -- -- 1,650
--------- --------- --------- --------- ---------
56,200 233,304 1,559 (49,572) 241,491
--------- --------- --------- --------- ---------
Costs and expenses:
Cost of sales ..................... -- 149,902 -- -- 149,902
Selling, general and administrative 6,641 26,215 (534) -- 32,322
Interest .......................... 12,162 6,909 -- (12,095) 6,976
--------- --------- --------- --------- ---------
18,803 183,026 (534) (12,095) 189,200
--------- --------- --------- --------- ---------
Income before income taxes and
minority interest ........... 37,397 50,278 2,093 (37,477) 52,291
Income tax expense .................... 2,838 14,308 -- -- 17,146
--------- --------- --------- --------- ---------
Income before minority interest 34,559 35,970 2,093 (37,477) 35,145
Minority interest ..................... -- 5 581 -- 586
--------- --------- --------- --------- ---------
Net income .................... $ 34,559 $ 35,965 $ 1,512 $ (37,477) $ 34,559
========= ========= ========= ========= =========
- 23 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Three months ended March 31, 2002
(In thousands)
Combined
NL Industries Non-Guarantor
Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Net cash provided (used) by operating activities $ (6,385) $ 12,665 $ (464) $ 6,980 $ 12,796
--------- --------- --------- --------- ---------
Cash flows from investing activities:
Capital expenditures ....................... -- (5,461) -- -- (5,461)
Acquisition of business .................... -- (9,149) -- -- (9,149)
Change in restricted cash equivalents and
restricted marketable debt securities, net 7,322 -- (232) (6,980) 110
Loans to affiliates, net ................... -- -- (34,750) 35,000 250
Other, net ................................. 9 27 -- -- 36
--------- --------- --------- --------- ---------
Net cash provided (used) by investing
activities ........................... 7,331 (14,583) (34,982) 28,020 (14,214)
--------- --------- --------- --------- ---------
Cash flows from financing activities:
Principal payments of debt ................. (25,000) (263) -- -- (25,263)
Treasury stock purchased, net .............. (3,131) -- -- -- (3,131)
Dividends, net ............................. (9,764) -- -- -- (9,764)
Loans from affiliates ...................... 35,000 -- -- (35,000) --
--------- --------- --------- --------- ---------
Net cash used by financing activities .. (2,895) (263) -- (35,000) (38,158)
--------- --------- --------- --------- ---------
Cash and cash equivalents:
Net change from:
Operating, investing and financing
activities ........................... (1,949) (2,181) (35,446) -- (39,576)
Currency translation ................... -- (274) 1 -- (273)
Acquisition of business ................ -- -- 196 -- 196
--------- --------- --------- --------- ---------
(1,949) (2,455) (35,249) -- (39,653)
Balance at beginning of year ............... 10,413 54,717 50,907 -- 116,037
--------- --------- --------- --------- ---------
Balance at end of year ..................... $ 8,464 $ 52,262 $ 15,658 $ -- $ 76,384
========= ========= ========= ========= =========
- 24 -
NL INDUSTRIES, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Three months ended March 31, 2001
(In thousands)
Combined
NL Industries Non-Guarantor
Inc. Kronos, Inc. Subsidiaries Eliminations Consolidated
------------- ------------ ------------- ------------ ------------
Net cash provided by operating activities ... $ 6,896 $ 10,608 $ 124 $ (8,358) $ 9,270
--------- --------- --------- --------- ---------
Cash flows from investing activities:
Capital expenditures .................... -- (5,913) -- -- (5,913)
Loan to Tremont Corporation ............. -- -- (13,400) -- (13,400)
Change in restricted cash equivalents ... 2,257 -- -- (1,642) 615
Other, net .............................. -- 280 -- -- 280
--------- --------- --------- --------- ---------
Net cash provided (used) by investing
activities ........................ 2,257 (5,633) (13,400) (1,642) (18,418)
--------- --------- --------- --------- ---------
Cash flows from financing activities:
Principal payments of debt .............. -- (177) -- -- (177)
Treasury stock reissued ................. 593 -- -- -- 593
Dividends, net .......................... (10,017) (10,000) -- 10,000 (10,017)
--------- --------- --------- --------- ---------
Net cash used by financing activities (9,424) (10,177) -- 10,000 (9,601)
--------- --------- --------- --------- ---------
Cash and cash equivalents:
Net change from:
Operating, investing and financing
activities ........................ (271) (5,202) (13,276) -- (18,749)
Currency translation ................ -- (1,917) (3) -- (1,920)
--------- --------- --------- --------- ---------
(271) (7,119) (13,279) -- (20,669)
Balance at beginning of year ............ 3,632 52,979 63,767 -- 120,378
--------- --------- --------- --------- ---------
Balance at end of year .................. $ 3,361 $ 45,860 $ 50,488 $ -- $ 99,709
========= ========= ========= ========= =========
- 25 -
Note 16 - Commitments and contingencies:
For descriptions of certain legal proceedings, income tax and other
commitments and contingencies related to the Company, reference is made to (i)
Management's Discussion and Analysis of Financial Condition and Results of
Operations, (ii) Part II, Item 1 - "Legal Proceedings," and (iii) the 2001
Annual Report.
Note 17 - Accounting principles not yet adopted:
The Company will adopt SFAS No. 143, Accounting for Asset Retirement
Obligations, no later than January 1, 2003. Under SFAS No. 143, the fair value
of a liability for an asset retirement obligation covered under the scope of
SFAS No. 143 would be recognized in the period in which the liability is
incurred, with an offsetting increase in the carrying amount of the related
long-lived asset. Over time, the liability would be accreted to its present
value, and the capitalized cost would be depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity would either settle
the obligation for its recorded amount or incur a gain or loss upon settlement.
The Company is still studying this newly-issued standard to determine, among
other things, whether it has any asset retirement obligations which are covered
under the scope of SFAS No. 143, and the effect, if any, to the Company of
adopting this standard has not yet been determined.
- 26 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Three months ended %
March 31, Change
----------------------- ------
2002 2001
----- -----
(In millions, except percentages and metric tons)
Net sales and operating income
Net sales ....................... $202.4 $226.1 -10%
Operating income ................ $ 22.2 $ 51.9 -57%
Operating income margin ......... 11% 23%
percentage
TiO2 operating statistics
Percent change in average selling -15%
price (in billing currencies)
Sales volume (metric tons in .... 112 103 +9%
thousands)
Production volume (metric tons .. 106 108 -2%
in thousands)
Kronos' operating income in the first quarter of 2002 decreased $29.7
million or 57% from the first quarter of 2001 due to lower average selling
prices partially offset by higher sales volume.
Kronos' average selling price in billing currencies (which excludes the
effects of foreign currency translation) during the first quarter of 2002 was
15% lower than the first quarter of 2001 and 5% lower than the fourth quarter of
2001. Compared with the fourth quarter of 2001, prices in billing currencies
were lower in all major markets. The average selling price in billing currencies
in March was slightly lower than the average selling price during the first
quarter. Average selling prices in billing currencies continued to decline
throughout the first quarter, however, the rate of decline slowed during the
first quarter. The Company expects a lower average selling price for full-year
2002 compared to full-year 2001.
First-quarter 2002 sales volume was a record first quarter for Kronos
and first quarter 2002 sales volume increased 9% from the first quarter of 2001
and increased 23% from the fourth quarter of 2001. Sales volume in the first
quarter of 2002 was 9% and 15% higher in Europe and North America, respectively,
compared with the first quarter of 2001, while export volume decreased 6%.
Compared with the fourth quarter of 2001, sales volume increased 29% and 25% in
Europe and North America, respectively, while export sales volume decreased
moderately. Kronos anticipates its sales volume for full-year 2002 will be
higher than full-year 2001. Finished goods inventory decreased approximately
6,300 metric tons during the quarter and inventory levels at the end of March
represented about two months of sales.
First-quarter 2002 production volume was 2% lower than the comparable
2001 period with operating rates at 96% in the first quarter of 2002 compared
with near full capacity in the first quarter of 2001. Kronos anticipates its
production volume for full-year 2002 will be higher than that of full-year 2001,
due in part to the Leverkusen fire.
- 27 -
A fire on March 20, 2001 damaged a section of the Company's Leverkusen,
Germany 35,000 metric ton sulfate-process TiO2 plant ("Sulfate Plant") and, as a
result, production of TiO2 at the Leverkusen facility was halted. The fire did
not enter the Company's adjacent 125,000 metric ton chloride-process TiO2 plant
("Chloride Plant"), but did damage certain support equipment necessary to
operate that plant. The damage to the support equipment resulted in a temporary
shutdown of the Chloride Plant. The Chloride Plant became fully operational in
April 2001 and the Sulfate Plant became approximately 50% operational in
September 2001 and fully operational in late October 2001.
The Company settled its insurance claim involving the Leverkusen fire
for $56.4 million during the fourth quarter of 2001 ($46.9 million received as
of December 31, 2001, with the remaining $9.5 million received in January 2002),
of which $27.3 million related to business interruption and $29.1 million
related to property damage, clean-up costs and other extra expenses. The Company
recognized a $17.5 million pre-tax gain in 2001 related to the property damage
recovery after deducting $11.6 million of clean-up costs and other extra
expenses incurred and the carrying value of assets destroyed in the fire. The
gain was excluded from the determination of operating income. The $27.3 million
of business interruption proceeds recognized in 2001 were allocated between
other income, excluding corporate, which reflected recovery of lost margin ($7.2
million) and as a reduction of cost of sales to offset unallocated period costs
($20.1 million). No additional insurance recoveries related to the Leverkusen
fire are expected to be received and there was no impact on the results of
operations of the Company in the first quarter of 2002.
The Company expects TiO2 industry demand in 2002 to continue to improve
over 2001 levels, because it expects worldwide economic conditions to improve
and customer inventory levels to increase. Kronos' TiO2 production volume in
2002 is expected to approximate Kronos' 2002 TiO2 sales volume. In January 2002,
Kronos announced price increases in all major markets of approximately 5% to 8%
above existing December 2001 prices, scheduled to be implemented during the
second quarter of 2002. Kronos is hopeful that it will realize a portion of the
announced price increases, but the extent to which Kronos can realize these and
possibly other price increases during 2002 will depend on improving market
conditions and global economic recovery. However, because TiO2 prices were
declining in 2001 and the first quarter of 2002, the Company believes that its
average 2002 prices in billing currencies will be significantly below its
average 2001 prices, even if price increases are realized. Overall, the Company
expects its TiO2 operating income in 2002 will be significantly lower than 2001,
primarily due to lower average TiO2 selling prices. The Company's expectations
as to the future prospects of the Company and the TiO2 industry are based upon a
number of factors beyond the Company's control, including worldwide growth of
gross domestic product, competition in the marketplace, unexpected or
earlier-than-expected capacity additions and technological advances. If actual
developments differ from the Company's expectations, the Company's results of
operations could be unfavorably affected.
Compared to the year-earlier period, cost of sales as a percentage of
net sales increased in the first quarter of 2002 primarily due to lower average
selling prices in billing currencies and lower production volume, partially
offset by lower energy costs. Excluding the effects of foreign currency
translation, which decreased the Company's expenses in the first quarter of 2002
compared to year-earlier period, the Company's selling, general and
administrative expenses, excluding corporate expenses, in the first quarter of
2002 were comparable to the first quarter of 2001.
A significant amount of Kronos' sales and operating costs are
denominated in currencies other than the U.S. dollar. Fluctuations in the value
of the U.S. dollar relative to other currencies, primarily a stronger U.S.
dollar compared to the euro in the first quarter of 2002 versus the year-earlier
period, decreased the dollar value of sales in the first quarter of 2002 by a
- 28 -
net $6.0 million when compared to the year-earlier period. When translated from
billing currencies to U.S. dollars using currency exchange rates prevailing
during the respective periods, Kronos' first-quarter 2002 average selling price
in U.S. dollars was 18% lower than in the first quarter of 2001 and 6% lower
than the fourth quarter of 2001. The effect of the stronger U.S. dollar on
Kronos' operating costs that are not denominated in U.S. dollars reduced
operating costs in the first quarter of 2002 compared to the year-earlier
period. In addition, sales to export markets are typically denominated in U.S.
dollars and a stronger U.S. dollar improves margins on these sales at the
Company's non-U.S. subsidiaries. The favorable margin on export sales tends to
offset the unfavorable effect of translating local currency profits to U.S.
dollars when the dollar is stronger. As a result, the net impact of currency
exchange rate fluctuations on operating income in the first quarter of 2002 was
not significant when compared to the first quarter of 2001.
General corporate
The following table sets forth certain information regarding general
corporate income (expense).
Three months ended
March 31, Difference
--------------------------- ----------
2002 2001
---- ----
(In millions)
Securities earnings ............ $ 1.3 $ 2.6 $ (1.3)
Corporate income ............... 2.9 11.6 (8.7)
Corporate expense .............. (10.1) (6.8) (3.3)
Interest expense ............... (6.4) (7.0) .6
------- ------- -------
$ (12.3) $ .4 $ (12.7)
======= ======= =======
Securities earnings in the first three months of 2002 declined from the
comparable period in 2001 primarily due to lower levels of funds invested and
lower average yields. The Company expects securities earnings to be lower in
2002 compared with 2001 due to lower average yields and lower average levels of
funds available for investment.
Corporate income in the first quarter of 2002 and 2001 included
litigation settlement gains with former insurance carrier groups of $1.9 million
and $10.6 million, respectively. See Note 13 to the Consolidated Financial
Statements. No further material settlements relating to litigation concerning
environmental remediation coverage are expected.
Corporate expense in the first three months of 2002 was higher than the
year-earlier period, primarily due to higher environmental remediation expenses
and higher legal fees. The Company expects corporate expense in 2002 to be
higher than full year 2001.
Interest expense in the first quarter of 2002 decreased 9% primarily due
to reduced levels of outstanding non-U.S. dollar denominated variable rate debt.
Assuming no significant change in interest rates, interest expense in 2002 is
expected to be lower than full year 2001 due to lower levels of outstanding
indebtedness, including the effect of the $25 million in principal amount
redemption of the 11.75% Senior Secured Notes in March 2002.
- 29 -
Provision for income taxes
The Company reduced its deferred income tax valuation allowance by $.1
million in the first quarter of 2002 and $.7 million in the first quarter of
2001 primarily as a result of utilization of certain tax attributes for which
the benefit had not been previously recognized under the "more-likely-than-not"
recognition criteria.
Accounting principles not yet adopted
See Note 17 to the Consolidated Financial Statements.
Other
Minority interest primarily relates to the Company's majority-owned
environmental management subsidiary, NL Environmental Management Services, Inc.
("EMS").
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated cash flows from operating, investing and
financing activities for the three months ended March 31, 2002 and 2001 are
presented below.
Three months ended
March 31,
--------------------
2002 2001
-------- --------
(In millions)
Net cash provided (used) by:
Operating activities:
Before changes in assets and liabilities ..... $ 15.2 $ 39.2
Changes in assets and liabilities ............ (2.4) (29.9)
------- -------
12.8 9.3
Investing activities ............................. (14.2) (18.4)
Financing activities ............................. (38.2) (9.6)
------- -------
Net cash used by operating, investing,
and financing activities ..................... $ (39.6) $ (18.7)
======= =======
Operating activities
The TiO2 industry is cyclical and changes in economic conditions within
the industry significantly affect the earnings and operating cash flows of the
Company. Cash flow from operations, before changes in assets and liabilities, in
the first three months of 2002 decreased from the comparable period in 2001
primarily due to $29.7 million of lower operating income. The net cash used to
fund changes in the Company's inventories, receivables and payables (excluding
the effect of currency translation) in the first three months of 2002 was
significantly less than the first three months of 2001 with $20 million lower
inventory balances (net of raw material accruals) and the collection of $9.5
million of insurance proceeds, offset by decreases in accounts payable and
accrued liabilities in the first three months of 2002. Inventories and accounts
payable were affected by certain non-cash accruals for certain titanium ore
contracts of $31.6 million and $15.3 million at December 31, 2001 and 2000,
- 30 -
respectively. These non-cash accruals were reversed as raw materials were
received under the contracts in the amounts of $25.8 million and $15.3 million
in first quarters 2002 and 2001, respectively.
Investing activities
Capital expenditures of $5.5 million in first quarter 2002 included
approximately $1.2 million related to ongoing reconstruction of the Leverkusen,
Germany sulfate plant.
In January 2002, the Company acquired all of the stock and limited
liability company units of EWI RE, Inc. and EWI RE, Ltd. (collectively "EWI"),
respectively, for an aggregate of $9.2 million in cash, including capitalized
acquisition costs of $.2 million. See Note 3 to the Consolidated Financial
Statements.
A majority-owned subsidiary of the Company, NL Environmental Management
Services, Inc. ("EMS"), loaned $13.4 million to Tremont under a reducing
revolving loan agreement in the first quarter of 2001. See Note 1 to the
Consolidated Financial Statements. The loan was approved by special committees
of the Company's and EMS's Boards of Directors. The loan bears interest at prime
plus 2% (6.75% at March 31, 2002), is due March 31, 2003 and is collateralized
by 10.2 million shares of NL common stock owned by Tremont. The creditworthiness
of Tremont is dependent in part on the value of the Company as Tremont's
interest in the Company is one of Tremont's more substantial assets. The maximum
amount available for borrowing by Tremont reduces by $250,000 per quarter. In
the first quarter 2002 Tremont repaid $250,000 of the loan. At March 31, 2002,
the outstanding loan balance was $12.4 million and no amounts were available for
additional borrowings by Tremont. The Company understands that Tremont may find
it necessary to seek amendment of the terms of the revolving loan agreement and
seek, among other things, extension of the maturity date and to increase the
amount of borrowings available to Tremont in order for Tremont to meet its
projected near term obligations and continue the payment of dividends at the
present quarterly rate. The merits of Tremont's proposal will be considered once
received. If the loan is extended, the Company does not expect a material impact
on its liquidity. The current loan receivable balance of $1.0 million was
included in receivable from affiliates at March 31, 2002. The remaining loan
balance of $11.4 million was classified as noncurrent at March 31, 2002, as the
Company does not expect repayment within one year. See Note 8 to the
Consolidated Financial Statements.
Financing activities
In March 2002 the Company redeemed $25.0 million principal amount of the
11.75% Senior Secured Notes due October 2003 at the current call price of 100%.
The Company may redeem additional 11.75% Senior Secured Notes in 2002, however,
there is no assurance that further redemptions will occur.
In the first quarter of 2002, the Company paid a regular quarterly
dividend to shareholders of $.20 per share, aggregating $9.8 million. At March
31, 2002, the Company had $33 million available for payment of dividends,
acquisition of treasury shares, acquisition of affiliate stock and other
restricted payments as defined in the 11.75% Senior Secured Notes indenture. On
May 8, 2002, the Company's Board of Directors declared a regular quarterly
dividend of $.20 per share to shareholders of record as of June 14, 2002 to be
paid on June 24, 2002.
Pursuant to its share repurchase program, the Company purchased 228,000
shares of its common stock in the open market at an aggregate cost of $3.3
million in the first quarter of 2002. Approximately 979,000 additional shares
- 31 -
are available for purchase under the Company's repurchase program. The available
shares may be purchased over an unspecified period of time and are to be held as
treasury shares available for general corporate purposes.
Cash, cash equivalents, restricted cash and restricted marketable debt
securities and borrowing availability
At March 31, 2002, the Company had cash and cash equivalents aggregating
$76 million ($43 million held by non-U.S. subsidiaries) and an additional $80
million of restricted cash equivalents and restricted marketable debt securities
held by the Company, of which $17 million was classified as a noncurrent asset.
The Company's subsidiaries had $8 million available for borrowing at March 31,
2002 under existing non-U.S. credit facilities.
Income tax contingencies
Certain of the Company's tax returns in various U.S. and non-U.S.
jurisdictions are being examined and tax authorities have proposed or may
propose tax deficiencies, including penalties and interest.
The Company's 1998 U.S. federal income tax return is currently being
examined by the U.S. Internal Revenue Service. The Company has granted an
extension of the statute of limitations for assessment until September 30, 2003.
The Company has received preliminary tax assessments for the years 1991
to 1997 from the Belgian tax authorities proposing tax deficiencies, including
related interest, of approximately (euro)10.4 million ($9.1 million at March 31,
2002). The Company has filed protests to the assessments for the years 1991 to
1997. The Company is in discussions with the Belgian tax authorities and
believes that a significant portion of the assessments is without merit.
No assurance can be given that the Company's tax matters will be
favorably resolved due to the inherent uncertainties involved in court and tax
proceedings. The Company believes that it has provided adequate accruals for
additional taxes and related interest expense which may ultimately result from
all such examinations and believes that the ultimate disposition of such
examinations should not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.
At March 31, 2002, the Company had net deferred tax liabilities of $134
million. The Company operates in numerous tax jurisdictions, in certain of which
it has temporary differences that net to deferred tax assets (before valuation
allowance). The Company has provided a deferred tax valuation allowance of $150
million at March 31, 2002, principally related to Germany, partially offsetting
deferred tax assets which the Company believes do not currently meet the
"more-likely-than-not" recognition criteria.
Environmental matters and litigation
The Company has been named as a defendant, potentially responsible party
("PRP"), or both, in a number of legal proceedings associated with environmental
matters, including waste disposal sites, mining locations and facilities
currently or previously owned, operated or used by the Company, certain of which
are on the U.S. Environmental Protection Agency's (the "U.S. EPA") Superfund
National Priorities List or similar state lists. On a quarterly basis, the
- 32 -
Company evaluates the potential range of its liability at sites where it has
been named as a PRP or defendant, including sites for which EMS has
contractually assumed the Company's obligation. The Company believes it has
adequate accruals ($104 million at March 31, 2002) for reasonably estimable
costs of such matters, but the Company's ultimate liability may be affected by a
number of factors, including changes in remedial alternatives and costs, and the
allocations of such costs among PRPs. It is not possible to estimate the range
of costs for certain sites. The upper end of the range of reasonably possible
costs to the Company for sites for which it is possible to estimate costs is
approximately $155 million. The Company's estimates of such liabilities have not
been discounted to present value. No assurance can be given that actual costs
will not exceed either accrued amounts or the upper end of the range for sites
for which estimates have been made, and no assurance can be given that costs
will not be incurred with respect to sites as to which no estimate presently can
be made. The imposition of more stringent standards or requirements under
environmental laws or regulations, new developments or changes with respect to
site cleanup costs, or the allocation of such costs among PRPs, or a
determination that the Company is potentially responsible for the release of
hazardous substances at other sites, could result in expenditures in excess of
amounts currently estimated by the Company to be required for such matters.
Furthermore, there can be no assurance that additional environmental matters
will not arise in the future.
Lead pigment litigation
The Company is also a defendant in a number of legal proceedings seeking
damages for personal injury and property damage arising out of the sale of lead
pigments and lead-based paints. There is no assurance that the Company will not
incur future liability in respect of this pending litigation in view of the
inherent uncertainties involved in court and jury rulings in pending and
possible future cases. However, based on, among other things, the results of
such litigation to date, the Company believes that the pending lead pigment and
paint litigation is without merit. The Company has not accrued any amounts for
such pending litigation. Liability that may result, if any, cannot reasonably be
estimated. In addition, various legislation and administrative regulations have,
from time to time, been enacted or proposed that seek to (a) impose various
obligations on present and former manufacturers of lead pigment and lead-based
paint with respect to asserted health concerns associated with the use of such
products and (b) effectively overturn court decisions in which the Company and
other pigment manufacturers have been successful. Examples of such proposed
legislation include bills which would permit civil liability for damages on the
basis of market share, rather than requiring plaintiffs to prove that the
defendant's product caused the alleged damage, and bills which would revive
actions barred by the statute of limitations. The Company currently believes the
disposition of all claims and disputes, individually and in the aggregate,
should not have a material adverse effect on the Company's consolidated
financial position, results of operations or liquidity. The Company expects that
additional lead pigment and lead-based litigation may be filed against the
Company in the future asserting similar or different legal theories and seeking
similar or different types of damages and relief. See Item 1 - "Legal
Proceedings."
Other
The Company periodically evaluates its liquidity requirements,
alternative uses of capital, capital needs and availability of resources in view
of, among other things, its debt service and capital expenditure requirements
and estimated future operating cash flows. As a result of this process, the
Company in the past has sought, and in the future may seek, to reduce,
refinance, repurchase or restructure indebtedness; raise additional capital;
- 33 -
repurchase shares of its common stock; modify its dividend policy; restructure
ownership interests; sell interests in subsidiaries or other assets; or take a
combination of such steps or other steps to manage its liquidity and capital
resources. In the normal course of its business, the Company may review
opportunities for the acquisition, divestiture, joint venture or other business
combinations in the chemicals or other industries, as well as the acquisition of
interests in, and loans to, related companies. In the event of any acquisition
or joint venture transaction, the Company may consider using available cash,
issuing equity securities or increasing its indebtedness to the extent permitted
by the agreements governing the Company's existing debt.
Special note regarding forward-looking statements
The statements contained in this Report on Form 10-Q ("Quarterly
Report") which are not historical facts, including, but not limited to,
statements found under the captions "Results of Operations" and "Liquidity and
Capital Resources" above, are forward-looking statements that represent
management's beliefs and assumptions based on currently available information.
Forward-looking statements can be identified by the use of words such as
"believes," "intends," "may," "will," "should," "could," "anticipates,"
"expects," or comparable terminology or by discussions of strategy or trends.
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 risks and uncertainties, including, but not limited to, the cyclicality
of the titanium dioxide industry, global economic and political conditions,
global productive capacity, customer inventory levels, changes in product
pricing, changes in product costing, changes in foreign currency exchange rates,
competitive technology positions, operating interruptions (including, but not
limited to, labor disputes, leaks, fires, explosions, unscheduled downtime,
transportation interruptions, war and terrorist activities), recoveries from
insurance claims and the timing thereof, the ultimate resolution of pending or
possible future lead pigment litigation and legislative developments related to
the lead paint litigation, the outcome of other litigation, and other risks and
uncertainties included in this Quarterly Report and in the 2001 Annual Report,
and the uncertainties set forth from time to time in the Company's filings with
the Securities and Exchange Commission. 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 publicly or revise such statements whether as a result of
new information, future events or otherwise.
- 34 -
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the 2001 Annual Report for descriptions of
certain previously reported legal proceedings.
Cofield, et. al. v. Lead Industries Association, et al. (Circuit
Court for Baltimore City, Maryland, Case No. 24-C-99-004491). The time for
plaintiffs to timely file an appeal of the previously reported dismissal of this
case has expired and with no notice of appeal having been received by the
Company.
Lewis, et al. v. Lead Industries Association, et al. (Circuit Court
of Cook County, Illinois, County Department, Chancery Division, Case No.
00CH09800). In March 2002 the trial court dismissed all claims in this
previously reported case. Plaintiffs have appealed.
Gaines, et al. v. The Sherwin-Williams Company, et al. (Circuit Court
of Jefferson County, Mississippi, Civil Action No. 2000-0604). Upon motion to
reconsider the case has been remanded to state court and local paint retailers
reinstated as defendants in this previously reported case.
In re: Lead Paint Litigation, Superior Court of New Jersey, Middlesex
County, Case Code 702. One additional municipality has filed suit in this
previously reported case.
Rainer, et al. v. E.I. du Pont de Nemours, et al. ("Rainer I"), No.
5:00CV-223-M; Rainer, et al. v. Bill Richardson, et al. ("Rainer II"), No.
5:00CV-220-M; Shaffer, et al. v. Atomic Energy Commission, et al. ("Shaffer"),
No. 5:00CV-307-M. In March 2002 the court approved the previously reported
settlement in these cases and dismissed the claims against the Company and NLO,
Inc. ("NLO") and the Department of Energy ("DOE") has agreed to pay the
settlement amount. In the previously reported case of Dew, et al. v. Bill
Richardson, et al. ("Dew"), No. 5:00CV-221-M, the Company's and NLO's motions to
dismiss plaintiffs' claims were granted in part and denied in part. Pretrial
proceedings and discovery continue in the Dew case.
Liberty Independent School District, et al. v. Lead Industries
Association, et al. (District Court of Liberty County, Texas, No. 63,332). In
May 2002 the Company was served with an amended complaint in this previously
reported case. The amended complaint adds Liberty County, the City of Liberty,
and the Dayton Independent School District as plaintiffs and drops the Lead
Industries Association as a defendant.
It is possible that other governmental entities or other plaintiffs
may file claims related to lead pigment and paint similar to those described
above and in the 2001 Annual Report.
Since the filing of the 2001 Annual Report, the Company has been
named as a defendant in asbestos cases in various jurisdictions on behalf of
approximately 150 additional personal injury claimants.
- 35 -
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on May 8, 2002. All
the nominees for director were elected with the voting results for each as
follows:
Director Shares For Shares Withheld
- ---------------------------- ------------------- --------------------
Ms. Ann Manix 47,166,757 448,386
Mr. J. Landis Martin 47,337,241 277,902
Mr. George E. Poston 47,394,487 220,656
Mr. Glenn R. Simmons 47,122,427 492,716
Mr. Harold C. Simmons 47,124,025 491,118
General Thomas P. Stafford 47,183,951 431,192
Mr. Steven L. Watson 47,116,287 498,856
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 - Intercorporate Services Agreement by and between Contran
Corporation and the Registrant effective as of January 1, 2002.
10.2 - Intercorporate Services Agreement by and between Tremont
Corporation and the Registrant effective as of January 1, 2002.
10.3 - Intercorporate Services Agreement by and between Titanium
Metals Corporation and the Registrant effective as of January 1,
2002.
(b) Reports on Form 8-K
There were no Reports on Form 8-K filed during the quarter ended
March 31, 2002 and through the date of this report.
- 36 -
SIGNATURES
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 thereunto duly authorized.
NL INDUSTRIES, INC.
-----------------------
(Registrant)
Date: May 13, 2002 By /s/ Robert D. Hardy
- ------------------- -----------------------
Robert D. Hardy
Principal Financial and
Accounting Officer
- 37 -
EXHIBIT 10.1
INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as
of January 1, 2002, amends and supersedes that certain Intercorporate Services
Agreement effective as of January 1, 2001 between CONTRAN CORPORATION, a
Delaware corporation ("Contran"), and NL INDUSTRIES, INC., a New Jersey
corporation ("NL").
Recitals
A. NL desires to have the services of certain Contran personnel and
Contran is willing to provide such services under the terms of this Agreement.
B. Contran desires to have the services of certain NL personnel and NL
is willing to provide such services under the terms of this Agreement.
C. The costs of maintaining the additional personnel necessary to
perform the functions provided for by this Agreement would exceed the amount
charged to such party that is contained in the net fee set forth in Section 4 of
this Agreement and that the terms of this Agreement are no less favorable to
each party than could otherwise be obtained from a third party for comparable
services.
D. Each party desires to continue receiving the services presently
provided by the other party and its affiliates and each party is willing to
continue to provide such services under the terms of this Agreement.
Agreement
For and in consideration of the mutual premises, representations and
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto mutually agree as follows:
Section 1. Contran Services to be Provided. Contran agrees to make
available to NL, upon request, the following services (the "Contran Services")
to be rendered by the internal staff of Contran and affiliates of Contran:
(a) Consultation and assistance in the development and
implementation of NL's corporate business strategies, plans and
objectives;
(b) Consultation and assistance in management and conduct of
corporate affairs and corporate governance consistent with the charter
and bylaws of NL;
(c) Consultation and assistance in maintenance of financial
records and controls, including preparation and review of periodic
financial statements and reports to be filed with public and regulatory
entities and those required to be prepared for financial institutions or
pursuant to indentures and credit agreements;
(d) Consultation and assistance in cash management and in
arranging financing necessary to implement the business plans of NL;
(e) Consultation and assistance in tax management and
administration, including, without limitation, preparation and filing of
tax returns, tax reporting, examinations by government authorities and
tax planning;
(f) certain administration and management services with respect
to NL's insurance and risk management needs, including, without
limitation, administration of NL's:
(i) property and casualty insurance program,
(ii) claims management program,
(iii) property loss control program; and
(g) Such other services as may be requested by NL from time to
time.
Section 2. NL Services to be Provided. NL agrees to make available to
Contran, upon request, the following services (the "NL Services," and
collectively with the Contran Services, the "Services") to be rendered by the
internal staff of NL:
(a) certain administration and support services with respect to
Contran's insurance and risk management needs; and
(b) Such other services as may be requested by Contran from time
to time.
This Agreement does not apply to, and the Services provided for herein do not
include, any services that Harold C. Simmons, Glenn R. Simmons or Steven L.
Watson may provide to NL in their roles as members of NL's board of directors or
any other activity related to such board of directors.
Section 3. Miscellaneous Services. It is the intent of the parties
hereto that each party to this Agreement provide (a "Providing Party") only such
Services as are requested by the other party (a "Receiving Party") in connection
with routine management, financial and administrative functions related to the
ongoing operations of the Receiving Party and not with respect to special
projects, including corporate investments, acquisitions and divestitures. The
parties hereto contemplate that the Services rendered by a Providing Party in
connection with the conduct of each Receiving Party's business will be on a
scale compared to that existing on the effective date of this Agreement,
adjusted for internal corporate growth or contraction, but not for major
corporate acquisitions or divestitures, and that adjustments may be required to
the terms of this Agreement in the event of such major corporate acquisitions,
divestitures or special projects. Each Receiving Party will continue to bear all
other costs required for outside services including, but not limited to, the
outside services of attorneys, auditors, trustees, consultants, transfer agents
and registrars, and it is expressly understood that each Providing Party assumes
no liability for any expenses or services other than those stated in this
-2-
Agreement to be provided by such party. In addition to the amounts charged to a
Receiving Party for Services provided pursuant to this Agreement, such Receiving
Party will pay the Providing Party the amount of out-of-pocket costs incurred by
the Providing Party in rendering such Services.
Section 4. Net Fee for Services. NL agrees to pay to Contran a net
annual fee of $1,503,000 payable in quarterly installments of $375,750 each on
the first business day of each quarter, commencing as of January 1, 2002,
pursuant to this Agreement. In addition to the net annual fee:
(a) Contran shall credit or pay to NL additional amounts plus all
related out-of-pocket costs, all as agreed to by the parties, for all NL
Services provided under Subsection 2(b); and
(b) NL shall credit or pay to Contran additional amounts plus all
related out-of-pocket costs, all as agreed to by the parties, for all
Contran Services provided under Subsection 1(f).
Section 5. Original Term. Subject to the provisions of Section 6 hereof,
the original term of this Agreement shall be from January 1, 2002 to December
31, 2002.
Section 6. Extensions. This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original term unless
written notification is given by Contran or NL thirty (30) days in advance of
the first day of each successive quarter or unless it is superseded by a
subsequent written agreement of the parties hereto.
Section 7. Limitation of Liability. In providing Services hereunder,
each Providing Party shall have a duty to act, and to cause its agents to act,
in a reasonably prudent manner, but no Providing Party nor any officer,
director, employee or agent of such party nor or its affiliates shall be liable
to a Receiving Party for any error of judgment or mistake of law or for any loss
incurred by the Receiving Party in connection with the matter to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Providing Party.
Section 8. Indemnification. Each Receiving Party shall indemnify and
hold harmless the Providing Party, its affiliates and their respective officers,
directors and employees from and against any and all losses, liabilities,
claims, damages, costs and expenses (including attorneys' fees and other
expenses of litigation) to which such Providing Party or person may become
subject arising out of the Services provided by such Providing Party to the
Receiving Party hereunder, provided that such indemnity shall not protect any
person against any liability to which such person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on the part of such
person.
Section 9. Confidentiality. Except as otherwise required by applicable
law, each of the parties agrees that it will maintain in confidence all
confidential information regarding the other party supplied to it in the course
of the performance of this Agreement.
-3-
Section 10. Further Assurances. Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents, and take all such
other actions, as the other party may reasonably request and as may reasonably
be required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
Section 11. Notices. All communications hereunder shall be in writing
and shall be addressed, if intended for Contran, to Three Lincoln Centre, 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240, Attention: President, or such
other address as it shall have furnished to NL in writing, and if intended for
NL, to Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas
77060, Attention: President, or such other address as it shall have furnished to
Contran in writing.
Section 12. Amendment and Modification. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated other than by
agreement in writing signed by the parties hereto.
Section 13. Successor and Assigns. This Agreement shall be binding upon
and inure to the benefit of Contran and NL and their respective successors and
assigns, except that neither party may assign its rights under this Agreement
without the prior written consent of the other party.
Section 14. Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the state of Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
CONTRAN CORPORATION
By:/s/ Steven L. Watson
---------------------------------------
Steven L. Watson
President
NL INDUSTRIES, INC.
By:/s/ Robert D. Hardy
---------------------------------------
Robert D. Hardy
Vice President
-4-
EXHIBIT 10.2
INTERCORPORATE SERVICES AGREEMENT
INTERCORPORATE SERVICES AGREEMENT effective as of January 1, 2002 by and
between Tremont Corporation ("Tremont"), a Delaware corporation, and NL
Industries, Inc. ("NL"), a New Jersey corporation.
WHEREAS, Tremont desires that NL provide certain tax services and use of
NL's corporate aircraft to Tremont, and NL is willing to provide such services
to Tremont pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and promises set forth
herein, the parties to this Agreement agree as follows:
1. Services Provided. NL will make available to Tremont the following
services (the "Services"):
(a) consultation and assistance in tax management and
administration, including, without limitation, preparation
and filing of tax returns, tax reporting, examinations by
government authorities and tax planning; and
(b) use of corporate aircraft.
2. Fees for Services and Reimbursement of Expenses. During the Term (as
defined below) of this Agreement, Tremont shall pay to NL an annual fee of
$81,650 (the "Annual Fee") for the Services described in paragraph 1(a) above
payable in quarterly installments of $20,412 plus all out-of-pocket expenses
incurred in connection with the performance of such Services. Regarding Services
described in Paragraph 1(b), Tremont will pay to NL within thirty (30) days
after receipt of an invoice an amount equal to Tremont's share of NL's corporate
aircraft expenses which includes Tremont's share of the monthly management fee
(computed on a per hour basis) and actual flight hour costs at a rate of $1,911
per hour (subject to annual escalation) plus fuel variable charges, segment fees
and excise taxes. Notwithstanding the foregoing, in the event that Tremont
determines, in its sole discretion, that it no longer desires certain of the
Services or NL determines, in its sole discretion, that it no longer desires to
provide certain of the Services, then Tremont or NL, as appropriate, shall
provide the other party with a thirty (30) day prior written notice of
cancellation describing the Services to be terminated or discontinued and
Tremont and NL during such ninety-day period shall agree to a pro-rata reduction
of the fees due hereunder for such terminated or discontinued Services.
3. Limitation of Liability. In providing Services hereunder, NL shall
have a duty to act, and to cause its agents to act, in a reasonably prudent
manner, but neither NL nor any officer, director, employee or agent of NL shall
be liable to Tremont or its subsidiaries for any error of judgment or mistake of
law or for any loss incurred by Tremont or its subsidiaries in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of NL or from
NL's reckless disregard of obligations and duties under this Agreement.
4. Indemnification of NL by Tremont. Tremont shall indemnify and hold
harmless NL, its subsidiaries and their respective officers, directors and
employees from and against any and all losses, liabilities, claims, damages,
costs and expenses (including reasonable attorneys' fees and other expenses of
litigation) to which such party may become subject arising out of the provision
by NL to Tremont and its subsidiaries of any of the Services, provided that such
indemnity shall not protect any such party against any liability to which such
person would otherwise by subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations and duties hereunder.
5. Further Assurance. Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents, and take all such
other actions, as the other party may reasonably request and as may reasonably
be required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
6. Notices. All communications hereunder shall be in writing and shall
be addressed to:
If to NL: NL Industries, Inc.
16825 Northchase Drive, Suite 1200
Houston, Texas 77060
Attention: General Counsel
If to Tremont: Tremont Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Attention: General Counsel
or such other address as the parties shall have specified in
writing.
7. Amendment and Modification. Neither this Agreement nor any item
hereof may be changed, waived, discharged or terminated other than by agreement
in writing signed by the parties hereto.
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8. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto,
provided that this Agreement may not be assigned by either of the parties hereto
without the prior written consent of the other party.
9. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. This Agreement shall be governed in all respects, including
validity, interpretation and affect, by the laws of the State of Texas.
10. Term of Agreement. This Agreement shall be effective as of January
1, 2002, and shall remain in effect for a term of one year until December 31,
2002 (the "Term"); provided, however, the Agreement shall be extended on a
quarter-to-quarter basis after the expiration of the Term unless written
notification is given by either party thirty (30) days in advance of the first
day of each successive quarter or unless it is terminated or superseded by a
subsequent written agreement of the parties hereto. Upon such termination or
upon the expiration of this Agreement, the parties' rights and obligations
hereunder shall cease and terminate except with respect to rights and
obligations arising on or prior to the date of expiration or termination and the
rights and obligations arising under paragraph 4 above.
11. Confidentiality. Except as otherwise required by applicable law,
each of the parties agrees that it will maintain in confidence all confidential
information regarding the other party supplied to it in the course of the
performance of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the 8th day of May, 2002, which Agreement will be deemed to be effective as of
January 1, 2002.
NL INDUSTRIES, INC.
By:/s/ Robert D. Hardy
---------------------------------
Robert D. Hardy
Vice President
TREMONT CORPORATION
By:/s/ Mark A. Wallace
---------------------------------
Mark A. Wallace
Vice President
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EXHIBIT 10.3
INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement") is made
effective as of January 1, 2002, by and between Titanium Metals Corporation
("TIMET"), a Delaware corporation, and NL Industries, Inc. ("NL"), a New Jersey
corporation.
WHEREAS, TIMET desires that NL provide certain tax services and use of
NL's corporate aircraft to TIMET, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and promises set forth
herein and for other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties to this Agreement agree as follows:
1. Services Provided. NL will make available to TIMET and its
subsidiaries the following services (the "Services"):
(a) consultation and assistance in tax management and
administration, including, without limitation, preparation
and filing of tax returns, tax reporting, examinations by
government authorities and tax planning;
(b) use of corporate aircraft.
2. Fees for Services and Reimbursement of Expenses. During the Term (as
defined below) of the Agreement, TIMET shall pay to NL an annual fee of $250,150
for the Services described in paragraph 1(a) above payable in quarterly
installments of $62,537 plus all out-of-pocket expenses incurred in connection
with the performance of such Services. Regarding Services described in Paragraph
1(b), TIMET will pay to NL within thirty (30) days after receipt of an invoice
an amount equal to TIMET's share of NL's corporate aircraft expenses which
includes TIMET's share of the monthly management fee (computed on a per hour
basis) and actual flight hour costs at a rate of $1,911 per hour (subject to
annual escalation) plus fuel variable charges, segment fees and excise taxes.
Notwithstanding the foregoing, in the event that TIMET determines, in its sole
discretion, that it no longer desires certain of the Services or NL determines,
in its sole discretion, that it no longer desires to provide certain of the
Services, then TIMET or NL, as appropriate, shall provide the other party with a
thirty (30) day prior written notice of cancellation describing the Services to
be terminated or discontinued and TIMET and NL during such ninety-day period
shall agree to a pro-rata reduction of the fees due hereunder for such
terminated or discontinued Services.
3. Limitation of Liability. In providing Services hereunder, NL shall
have a duty to act, and to cause its agents to act, in a reasonably prudent
manner, but neither NL nor any officer, director, employee or agent of NL shall
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be liable to TIMET or its subsidiaries for any error of judgment or mistake of
law or for any loss incurred by TIMET or its subsidiaries in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of NL or from NL's
reckless disregard of obligations and duties under this Agreement.
4. Indemnification of NL by TIMET. TIMET shall indemnify and hold
harmless NL, its subsidiaries and their respective officers, directors and
employees from and against any and all losses, liabilities, claims, damages,
costs and expenses (including reasonable attorneys' fees and other expenses of
litigation) to which such party may become subject arising out of the provision
by NL to TIMET and its subsidiaries of any of the Services, provided that such
indemnity shall not protect any such party against any liability to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations and duties hereunder.
5. Further Assurance. Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents, and take all such
other actions, as the other party may reasonably request and as may reasonably
by required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
6. Notices. All communications hereunder shall be in writing and shall
be addressed to:
If to NL: NL Industries, Inc.
16825 Northchase Drive, Suite 1200
Houston, Texas 77060
Attention: General Counsel
If to TIMET: Titanium Metals Corporation
1999 Broadway, Suite 4300
Denver, Colorado 80202
Attention: General Counsel
or such other address as the parties shall have specified in
writing.
7. Amendment and Modification. Neither this Agreement nor any item
hereof may be changed, waived, discharged or erminated other than by agreement
in writing signed by the parties hereto.
8. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto,
provided that this Agreement may not be assigned by either of the parties hereto
without the prior written consent of the other party.
9. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement constitutes the entire
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agreement, and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. This Agreement shall be governed in all respects, including
validity, interpretation and affect, by the laws of the State of Texas.
10. Term of Agreement. This Agreement shall be effective as of January
1, 2002, and shall remain in effect for a term of one year until December 31,
2002 (the "Term"); provided, however, the Agreement shall be extended on a
quarter-to-quarter basis after the expiration of the Term unless written
notification is given by either party thirty (30) days in advance of the first
day of each successive quarter or unless it is terminated or superseded by a
subsequent written agreement of the parties hereto. Upon such termination or
upon the expiration of this Agreement, the parties' rights and obligations
hereunder shall cease and terminate except with respect to rights and
obligations arising on or prior to the date of expiration or termination and the
rights and obligations arising under paragraph 4 above.
11. Confidentiality. Except as otherwise required by applicable law,
each of the parties agrees that it will maintain in confidence all confidential
information regarding the other party supplied to it in the course of the
performance of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective as of the 8th day of May, 2002, which Agreement will be deemed to be
effective as of January 1, 2002.
NL INDUSTRIES, INC.
By:/s/ Robert D. Hardy
------------------------------------
Robert D. Hardy
Vice President
TITANIUM METALS CORPORATION
By:/s/ Mark A. Wallace
------------------------------------
Mark A. Wallace
Executive Vice President
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