SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 1997
NL INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
New Jersey 1-640 13-5267260
(State or other (Commission File No.) (Employer ID No.)
jurisdiction of
incorporation)
16825 Northchase Dr., Suite 1200, Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 423-3300
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 22, 1997, the Registrant issued the press release attached hereto
as Exhibit 99.1 and incorporated herein in its entirety by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
(i) Exhibit 99.1. Press Release dated April 22, 1997.
* * * * *
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NL INDUSTRIES, INC.
(Registrant)
/s/ Dennis G. Newkirk
Dennis G. Newkirk
Vice President & Controller
Dated: April 25, 1997
Dennis G. Newkirk
(281) 423-3332
FOR IMMEDIATE RELEASE
NL REPORTS FIRST QUARTER RESULTS
HOUSTON, TEXAS -- April 22, 1997 -- NL Industries, Inc. (NYSE:NL) reported a net
loss for the first quarter of 1997 of $35.7 million, or $.70 per share, on sales
of $239 million compared to net income for the first quarter of 1996 of $13.4
million, or $.26 per share. The 1997 results include a $30 million noncash
charge, or $.59 per share, related to NL's adoption of the AICPA's Statement of
Position No. 96-1, "Environmental Remediation Liabilities."
Operating income of Kronos' TiO2 business in the first quarter of 1997 was $8.7
million, a $20.8 million decrease compared to 1996 as lower selling prices were
partially offset by higher production and sales volumes. Average TiO2 selling
prices for the first quarter of 1997 were 16% lower than the first quarter of
1996 and 2% lower than the fourth quarter of 1996. Kronos continued to
experience strong TiO2 demand in the first quarter, reporting record
first-quarter sales volumes that were 22% higher than the first quarter of 1996.
Rheox's operating income for the first quarter of 1997 rose slightly from the
first quarter of 1996, excluding a first-quarter 1996 $2.7 million gain related
to the reduction of certain U.S. employee pension benefits.
Corporate expense, net increased in the first quarter of 1997 due to the $30
million noncash charge related to the Statement of Position mentioned above.
Upon adoption, the Company changed its method of estimating environmental
remediation liabilities to include certain additional estimated costs of
managing and monitoring existing environmental remediation sites. Previously,
these costs were expensed as incurred.
In January 1997 the Company restructured its Deutsche mark-denominated credit
facility by prepaying $127 million of the term loan portion and $26 million of
the revolving credit portion. Proceeds from a new U.S. long-term financing were
used for the prepayment. As a result of the prepayment and new U.S. financing,
the Company's aggregate scheduled debt payments for 1997 and 1998 decreased by
$103 million.
NL Industries, Inc. is a major international producer of titanium dioxide
pigments and specialty chemicals.
The statements in this release relating to matters that are not historical facts
are forward-looking statements that involve risks and uncertainties, including,
but not limited to, future global economic and political conditions, global TiO2
productive capacity and the amount and timing of capacity changes, competitive
products and prices, and other risks and uncertainties detailed in the Company's
Securities and Exchange Commission filings.
NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
Quarter ended
March 31,
1996 1997
Net sales
Kronos ............................................. $ 206.3 $ 204.4
Rheox .............................................. 34.1 35.1
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$ 240.4 $ 239.5
Operating income
Kronos ............................................. $ 29.5 $ 8.7
Rheox .............................................. 12.4 10.1
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Operating income ................................. 41.9 18.8
General corporate expense:
Expenses, net ...................................... (3.7) (33.3)
Interest expense ................................... (19.1) (18.9)
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Income (loss) before income taxes ................ 19.1 (33.4)
Income tax expense ................................... (5.7) (2.3)
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Net income (loss) ................................ $ 13.4 $ (35.7)
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Per share of common stock ............................ $ .26 $ (.70)
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Weighted average common shares and common share
equivalents outstanding 51.1 51.1
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