Attached files
Valhi, Inc. and Subsidiaries | |||||||
Index to Pro Forma Condensed Consolidated Financial Statements
|
|||||||
Page
|
|||||||
Pro Forma Condensed Consolidated Balance Sheet -
|
|||||||
September 30, 2017
|
F-2 / F-3
|
||||||
Notes to Pro Forma Condensed Consolidated Balance Sheet
|
F-4/F-5
|
||||||
Pro Forma Condensed Consolidated Statements of Operations:
|
|||||||
Year ended December 31, 2014
|
F-6
|
||||||
Year ended December 31, 2015
|
F-7
|
||||||
Year ended December 31, 2016
|
F-8
|
||||||
Nine months ended September 30, 2017
|
F-9
|
||||||
Notes to Pro Forma Condensed Consolidated Statements
|
|||||||
of Operations
|
F-10
|
||||||
These Pro Forma Condensed Consolidated Financial Statements should be
|
|||||||
read in conjunction with the historical consolidated financial statements of
|
|||||||
Valhi, Inc. These Pro Forma Condensed Consolidated Financial Statements
|
|||||||
have been prepared based upon currently available information and
|
|||||||
assumptions that are deemed appropriate by the Company's management.
|
|||||||
These Pro Forma Condensed Consolidated Financial Statements are for
|
|||||||
informational purposes only, are not intended to be indicative of what
|
|||||||
Valhi's consolidated financial position or results of operations would have
|
|||||||
been, nor do they purport to represent and be indicative of
|
|||||||
Valhi's consolidated financial position or results of operations as they
|
|||||||
may be in the future.
|
|||||||
F-1
|
Valhi, Inc. and Subsidiaries
|
||||||
Pro Forma Condensed Consolidated Balance Sheet
|
||||||
September 30, 2017
|
||||||
(Unaudited)
|
||||||
(In $ millions)
|
||||||
Total
|
||||||
pro forma
|
||||||
ASSETS
|
Historical
|
adjustments
|
Pro forma
|
|||
Current assets:
|
||||||
Cash and cash equivalents
|
$424.4
|
($0.1)
|
$424.3
|
|||
Restricted cash equivalents
|
13.9
|
-
|
13.9
|
|||
Marketable and other securities
|
0.8
|
-
|
0.8
|
|||
Accounts and notes receivables:
|
367.1
|
(11.0)
|
356.1
|
|||
Receivables from affiliates:
|
||||||
Income taxes, net
|
1.5
|
43.3
|
44.8
|
|||
Trade items
|
12.8
|
-
|
12.8
|
|||
Refundable income taxes
|
2.3
|
-
|
2.3
|
|||
Inventories
|
352.7
|
(1.2)
|
351.5
|
|||
Land held for development
|
21.6
|
-
|
21.6
|
|||
Prepaid expense
|
20.4
|
(1.2)
|
19.2
|
|||
Total current assets
|
1,217.5
|
29.8
|
1,247.3
|
|||
Other assets:
|
||||||
Marketable and other securities
|
256.7
|
-
|
256.7
|
|||
Investment in affiliates
|
75.1
|
-
|
75.1
|
|||
Goodwill
|
379.7
|
-
|
379.7
|
|||
Deferred income taxes
|
120.3
|
(1.2)
|
119.1
|
|||
Other noncurrent assets
|
194.3
|
(32.1)
|
162.2
|
|||
Property, plant and equipment, net
|
574.8
|
(5.6)
|
569.2
|
|||
$2,818.4
|
($9.1)
|
$2,809.3
|
||||
F-2
|
Valhi, Inc. and Subsidiaries | ||||||
Pro Forma Condensed Consolidated Balance Sheet (continued)
|
||||||
September 30, 2017
|
||||||
(Unaudited)
|
||||||
(In $ millions)
|
||||||
Total
|
||||||
pro forma
|
||||||
LIABILITIES AND EQUITY
|
Historical
|
adjustments
|
Pro forma
|
|||
Current liabilities:
|
||||||
Current maturities of long-term debt
|
$3.9
|
($2.9)
|
$1.0
|
|||
Accounts payable and accrued liabilities
|
277.3
|
(9.5)
|
267.8
|
|||
Payable to affiliates
|
50.0
|
(34.7)
|
15.3
|
|||
Income taxes
|
22.9
|
-
|
22.9
|
|||
Total current liabilities
|
354.1
|
(47.1)
|
307.0
|
|||
Other liabilities:
|
||||||
Long-term debt
|
1,102.8
|
(65.9)
|
||||
34.7
|
1,071.6
|
|||||
Deferred income taxes
|
259.9
|
65.0
|
324.9
|
|||
Accrued pension cost
|
265.8
|
-
|
265.8
|
|||
Accrued environmental remedication
|
||||||
and related costs
|
107.9
|
-
|
107.9
|
|||
Accrued postretirement benefit costs
|
11.3
|
-
|
11.3
|
|||
Other liabilities
|
110.4
|
(31.1)
|
79.3
|
|||
Total liabilities
|
2,212.2
|
(44.4)
|
2,167.8
|
|||
Equity:
|
||||||
Valhi stockholders' equity:
|
||||||
Common stock and additional
|
||||||
paid-in capital
|
3.6
|
-
|
3.6
|
|||
Preferred stock
|
667.3
|
-
|
667.3
|
|||
Retained deficit
|
(151.4)
|
35.3
|
(116.1)
|
|||
Accumulated other comprehensive loss
|
(182.9)
|
-
|
(182.9)
|
|||
Treasury stock
|
(49.6)
|
-
|
(49.6)
|
|||
Total Valhi stockholders' equity
|
287.0
|
35.3
|
322.3
|
|||
Noncontrolling interest in subsidiaries
|
319.2
|
-
|
319.2
|
|||
Total equity
|
606.2
|
35.3
|
641.5
|
|||
$2,818.4
|
($9.1)
|
$2,809.3
|
||||
See accompanying notes to Pro Forma Condensed Consolidated Balance Sheet.
|
||||||
F-3
|
||||||
Valhi, Inc. and Subsidiaries
|
|||||||||
Notes to Pro Forma Condensed Consolidated Balance Sheet
|
|||||||||
(Unaudited)
|
|||||||||
Note 1 - Basis of presentation:
|
|||||||||
The Pro Forma Condensed Consolidated Balance Sheet assumes the sale of Waste Control
|
|||||||||
Specialists LLC ("WCS") to JFL-WCS Partners, LLC ("Purchaser"), more fully described in Item
|
|||||||||
2.01 to this Current Report on Form 8-K dated January 26, 2018, occurred on
|
|||||||||
September 30, 2017
|
|||||||||
Note 2 - Pro forma adjustments:
|
|||||||||
Reflect the sale of WCS as follows:
|
|||||||||
Amount
|
|||||||||
(In $ millions)
|
|||||||||
Carrying value of assets sold and liabilities assumed:
|
|||||||||
Cash and cash equivalents
|
$0.1
|
||||||||
Accounts and notes receivables
|
11.0
|
||||||||
Inventories
|
1.2
|
||||||||
Prepaid expense
|
1.2
|
||||||||
Noncurrent deferred income tax asset
|
1.2
|
||||||||
Other noncurrent assets
|
32.1
|
||||||||
Property, plant and equipment, net
|
5.6
|
||||||||
Current maturities of long-term debt
|
(2.9)
|
||||||||
Accounts payable and accrued liabilities
|
(9.5)
|
||||||||
Long-term debt
|
(65.9)
|
||||||||
Other liabilities
|
(31.1)
|
||||||||
(57.0)
|
|||||||||
Pre-tax gain
|
57.0
|
||||||||
Income tax expense (benefit), at combined U.S. statutory federal and state
|
|||||||||
effective income tax rate of approximately 38%
|
|||||||||
Current income taxes refundable
|
(43.3)
|
||||||||
Deferred income taxes
|
65.0
|
||||||||
Total income tax expense
|
21.7
|
||||||||
Net-of-tax gain
|
$35.3
|
||||||||
F-4
|
|||||||||
Valhi, Inc. and Subsidiaries
|
||||||||
Notes to Pro Forma Condensed Consolidated Balance Sheet (continued)
|
||||||||
(Unaudited)
|
||||||||
The actual net-of-tax gain on the sale of WCS reported by Valhi, Inc. ("Valhi) will differ from
|
||||||||
the amounts shown in the table above due to , among other things, differences in the
|
||||||||
carrying value of the assets sold and liabilities assumed as of the actual date the sale of WCS
|
||||||||
is completed, and differences in the provision for income taxes attributable to such pre-tax
|
||||||||
gain from the sale.
|
||||||||
As part of the sale of WCS, certain liabilites of WCS are not being assumed by the Purchaser.
|
||||||||
These liabilites consist of, and associated amounts as of September 30, 2017, are as follows:
|
||||||||
Amount
|
||||||||
(In $ millions)
|
||||||||
Loan payable to Andrews County Holding, Inc.
|
$38.8
|
|||||||
(including accrued and unpaid interest)
|
||||||||
Trade payable to affiliates (Contran Corporation)
|
34.7
|
|||||||
$73.5
|
||||||||
These liabilities of WCS were contributed to WCS' equity prior to closing
|
||||||||
the sale of WCS, as more fully described below.
|
||||||||
Immediately prior to closing the sale of WCS, Andrews County Holdings, Inc. ("ACH")
|
||||||||
contributed its loan receivable (including accrued and unpaid interest) from WCS
|
||||||||
to WCS' equity, and the outstanding balance of such loan was deemed
|
||||||||
paid in full. WCS' loan payable to ACH (and related accrued and unpaid interest)
|
||||||||
is eliminated in the preparation of Valhi's consolidated financial statements.
|
||||||||
Accordingly, no pro forma adjustment is required to reflect the elimination of these
|
||||||||
liabilities of WCS.
|
||||||||
As part of the contribution of WCS' trade payables owed to Contran Corporation ("Contran"),
|
||||||||
Contran transfered its associated receivable from WCS to Valhi, in return for a deemed
|
||||||||
borrowing by Valhi unders its revolving loan facility with Contran. Valhi subsequently
|
||||||||
contributed such receivable from WCS to ACH, and ACH in turn contributed
|
||||||||
such receivable to WCS' equity, and the outstanding balance of such trade payable was
|
||||||||
deemed paid in full. Accordingly, included as part of the pro forma adjustments
|
||||||||
reflected in the Pro Forma Condensed Consolidated Balance Sheet is a $34.7 million
|
||||||||
increase in the outstanding balance of Valhi's loan from Contran, equal to the amount of
|
||||||||
such WCS trade payable owed to Contran which has been extinguished.
|
||||||||
F-5
|
Valhi, Inc. and Subsidiaries
|
||||||
Pro Forma Condensed Consolidated Statement of Operations
|
||||||
Year ended December 31, 2014
|
||||||
(Unaudited)
|
||||||
(In $ millions)
|
||||||
Total
|
||||||
pro forma
|
||||||
Historical
|
adjustments
|
Pro forma
|
||||
Revenues and other income:
|
||||||
Net sales
|
$1,862.6
|
($66.5)
|
(a)
|
$1,796.1
|
||
Other income, net
|
42.0
|
(0.1)
|
(a)
|
41.9
|
||
1,904.6
|
(66.6)
|
1,838.0
|
||||
Costs and expenses:
|
||||||
Cost of sales
|
1,459.8
|
(49.7)
|
(a)
|
1,410.1
|
||
Selling, general and administrative
|
276.1
|
(19.0)
|
(a)
|
257.1
|
||
Interest
|
56.7
|
(5.5)
|
(a)
|
51.2
|
||
1,792.6
|
(74.2)
|
1,718.4
|
||||
Income from continuing operations before
|
||||||
income taxes
|
112.0
|
7.6
|
119.6
|
|||
Income tax expense
|
32.5
|
1.5
|
(c)
|
34.0
|
||
Net income (loss) from continuing operations
|
79.5
|
6.1
|
85.6
|
|||
Noncontrolling interest in net income from
|
||||||
continuing operations of subsidiaries
|
25.7
|
-
|
25.7
|
|||
Net income (loss) from continuing operations
|
||||||
attributable to Valhi stockholders
|
$53.8
|
$6.1
|
$59.9
|
|||
Amounts attributable to Valhi stockholders:
|
||||||
Net income (loss) from continuing operations
|
||||||
per share
|
$0.16
|
$0.18
|
||||
Basic and diluted weighted average shares
|
||||||
outstanding
|
342.0
|
342.0
|
||||
F-6
|
||||||
Valhi, Inc. and Subsidiaries
|
||||||
Pro Forma Condensed Consolidated Statement of Operations
|
||||||
Year ended December 31, 2015
|
||||||
(Unaudited)
|
||||||
(In $ millions)
|
||||||
Total
|
||||||
pro forma
|
||||||
Historical
|
adjustments
|
Pro forma
|
||||
Revenues and other income:
|
||||||
Net sales
|
$1,532.9
|
($45.0)
|
(a)
|
$1,487.9
|
||
Other income, net
|
32.0
|
(0.1)
|
(a)
|
31.9
|
||
1,564.9
|
(45.1)
|
1,519.8
|
||||
Costs and expenses:
|
||||||
Cost of sales
|
1,310.0
|
(50.5)
|
(a)
|
1,259.5
|
||
Selling, general and administrative
|
269.7
|
(21.1)
|
(a)
|
248.6
|
||
Interest
|
59.0
|
(5.4)
|
(a)
|
53.6
|
||
1,638.7
|
(77.0)
|
1,561.7
|
||||
Income from continuing operations before
|
||||||
income taxes
|
(73.8)
|
31.9
|
(41.9)
|
|||
Income tax expense
|
97.3
|
10.2
|
(c)
|
107.5
|
||
Net income (loss) from continuing operations
|
(171.1)
|
21.7
|
(149.4)
|
|||
Noncontrolling interest in net income from
|
||||||
continuing operations of subsidiaries
|
(37.5)
|
-
|
(37.5)
|
|||
Net income (loss) from continuing operations
|
||||||
attributable to Valhi stockholders
|
($133.6)
|
$21.7
|
($111.9)
|
|||
Amounts attributable to Valhi stockholders:
|
||||||
Net income (loss) from continuing operations
|
||||||
per share
|
($0.39)
|
($0.33)
|
||||
Basic and diluted weighted average shares
|
||||||
outstanding
|
342.0
|
342.0
|
||||
F-7
|
||||||
Valhi, Inc. and Subsidiaries
|
||||||
Pro Forma Condensed Consolidated Statement of Operations
|
||||||
Year ended December 31, 2016
|
||||||
(Unaudited)
|
||||||
(In $ millions)
|
||||||
Total
|
||||||
pro forma
|
||||||
Historical
|
adjustments
|
Pro forma
|
||||
Revenues and other income:
|
||||||
Net sales
|
$1,566.8
|
($47.4)
|
(a)
|
$1,519.4
|
||
Other income, net
|
39.4
|
(0.4)
|
(a)
|
39.0
|
||
1,606.2
|
(47.8)
|
1,558.4
|
||||
Costs and expenses:
|
||||||
Cost of sales
|
1,274.7
|
(55.5)
|
(a)
|
1,219.2
|
||
Selling, general and administrative
|
260.2
|
(18.0)
|
(a)
|
|||
(5.8)
|
(b)
|
236.4
|
||||
Contract related intangible asset impairment
|
5.1
|
-
|
5.1
|
|||
Interest
|
63.2
|
(5.1)
|
(a)
|
58.1
|
||
1,603.2
|
(84.4)
|
1,518.8
|
||||
Income from continuing operations before
|
||||||
income taxes
|
3.0
|
36.6
|
39.6
|
|||
Income tax expense
|
6.0
|
12.6
|
(c)
|
18.6
|
||
Net income (loss) from continuing operations
|
(3.0)
|
24.0
|
21.0
|
|||
Noncontrolling interest in net income from
|
||||||
continuing operations of subsidiaries
|
12.9
|
-
|
12.9
|
|||
Net income (loss) from continuing operations
|
||||||
attributable to Valhi stockholders
|
($15.9)
|
$24.0
|
$8.1
|
|||
Amounts attributable to Valhi stockholders:
|
||||||
Net income (loss) from continuing operations
|
||||||
per share
|
($0.05)
|
$0.02
|
||||
Basic and diluted weighted average shares
|
||||||
outstanding
|
342.0
|
342.0
|
||||
F-8
|
Valhi, Inc. and Subsidiaries
|
||||||
Pro Forma Condensed Consolidated Statement of Operations (continued)
|
||||||
Nine months ended September 30, 2017
|
||||||
(Unaudited)
|
||||||
(In $ millions)
|
||||||
Total
|
||||||
pro forma
|
||||||
Historical
|
adjustments
|
Pro forma
|
||||
Revenues and other income:
|
||||||
Net sales
|
$1,444.0
|
($60.4)
|
(a)
|
$1,383.6
|
||
Other income, net
|
19.8
|
(0.2)
|
(a)
|
19.6
|
||
1,463.8
|
(60.6)
|
1,403.2
|
||||
Costs and expenses:
|
||||||
Cost of sales
|
1,012.7
|
(45.9)
|
(a)
|
966.8
|
||
Selling, general and administrative
|
218.9
|
(11.1)
|
(a)
|
|||
(8.2)
|
(b)
|
199.6
|
||||
Long-lived asset impairment
|
170.6
|
(170.6)
|
(a)
|
0.0
|
||
Loss on prepaymnet of debt
|
7.1
|
-
|
7.1
|
|||
Interest
|
47.9
|
(3.7)
|
(a)
|
44.2
|
||
1,457.2
|
(239.5)
|
1,217.7
|
||||
Income from continuing operations before
|
||||||
income taxes
|
6.6
|
178.9
|
185.5
|
|||
Income tax expense (benefit)
|
(134.2)
|
68.2
|
(c)
|
(66.0)
|
||
Net income from continuing operations
|
140.8
|
110.7
|
251.5
|
|||
Noncontrolling interest in net income from
|
||||||
continuing operations of subsidiaries
|
73.4
|
-
|
73.4
|
|||
Net income from continuing operations
|
||||||
attributable to Valhi stockholders
|
$67.4
|
$110.7
|
$178.1
|
|||
Amounts attributable to Valhi stockholders:
|
||||||
Net income from continuing operations
|
||||||
per share
|
$0.20
|
$0.52
|
||||
Basic and diluted weighted average shares
|
||||||
outstanding
|
342.0
|
342.0
|
||||
See accompanying notes to Pro Forma Condensed
|
||||||
Consolidated Statements of Operations
|
||||||
F-9
|
||||||
Valhi, Inc. and Subsidiaries
|
|||||||||
Notes to Pro Forma Condensed Consolidated Statements of Operations
|
|||||||||
(Unaudited)
|
|||||||||
Note 1 - Basis of presentation:
|
|||||||||
The Pro Forma Condensed Consolidated Statements of Operations assume the sale of
|
|||||||||
Waste Control Specialists LLC, more fully described in Item 2.01 to this Current Report
|
|||||||||
on Form 8-K dated January 26, 2018, occurred as of the beginning of 2014.
|
|||||||||
Note 2 - Pro forma adjustments:
|
|||||||||
(a)
|
Eliminate Waste Control Specialists' historical results of operations included in Valhi's
|
||||||||
consolidated statements of operations.
|
|||||||||
(b)
|
Eliminate expenses incurred by Valhi related to efforts to sell Waste Control
|
||||||||
Specialists LLC, included in Valhi's historical consolidated
|
|||||||||
statements of operations. Such expenses were charged to expense as incurred.
|
|||||||||
(c)
|
Aggregate current and deferred income tax impact of all pro forma adjustments,
|
||||||||
at the combined U.S. statutory federal and state effective income tax rate
|
|||||||||
of approximately 20% for the year ended December 31, 2014,
|
|||||||||
approximately 32% for the year ended December 31, 2015,
|
|||||||||
approximately 34% for the year ended December 31, 2016 and
|
|||||||||
approximately 38% for the nine months ended September 30, 2017.
|
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F-10
|