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Business Combinations, Dispositions and Related Transactions | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Business Combinations, Dispositions and Related Transactions | Note 3—Business combinations, dispositions and related transactions: Kronos Worldwide, Inc. Prior to 2016, Kronos’ board of directors authorized the repurchase of up to 2.0 million shares of its common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. Kronos may repurchase its common stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, Kronos may terminate the program prior to its completion. Kronos would use cash on hand to acquire the shares. Repurchased shares will be added to Kronos’ treasury and cancelled. Kronos did not make any repurchases under the plan during 2016, 2017 or 2018, and at December 31, 2018 approximately 1.95 million shares are available for repurchase under these authorizations. CompX International Inc. Prior to 2016, CompX’s board of directors authorized various repurchases of its Class A common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. CompX may repurchase its common stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, CompX may terminate the program prior to its completion. CompX would generally use cash on hand to acquire the shares. Repurchased shares will be added to CompX’s treasury and cancelled. CompX did not make any repurchases under the plan during 2016, 2017 or 2018, and at December 31, 2018 approximately 678,000 shares were available for purchase under these authorizations. Discontinued Operations —Waste Control Specialists LLC Pursuant to an agreement we entered into in December 2017, on January 26, 2018 we completed the sale of our Waste Management Segment to JFL-WCS Partners, LLC ("JFL Partners"), an entity sponsored by certain investment affiliates of J.F. Lehman & Company, for consideration consisting of the assumption of all of WCS' third-party indebtedness and other liabilities. We recognized a pre-tax gain of approximately $58 million primarily in the first quarter of 2018 on the transaction ($34.7 million, or $.10 per diluted share, net of tax) because the carrying value of the liabilities of the business assumed by the purchaser exceeded the carrying value of the assets sold at the time of the sale in large part due to the previously-reported long-lived asset impairment of $170.6 million recognized in the second quarter of 2017 as discussed below. The net assets of the disposed Waste Management Segment at the time we completed the sale on January 26, 2018 were not materially different as compared to December 31, 2017. Our Waste Management Segment, which operated in the low-level radioactive, hazardous, toxic and other waste disposal industry historically struggled to generate sufficient recurring disposal volumes to generate positive operating results or cash flows. We believe the sale enables us to focus more effort on continuing to develop our remaining segments which we believe have greater opportunity for higher returns. In accordance with GAAP, the Waste Management Segment has been reclassified as discontinued operations in our Consolidated Balance Sheets and Consolidated Statements of Operations for all periods presented. Also in accordance with GAAP, we have not reclassified our Consolidated Statement of Cash Flows to reflect the Waste Management Segment as discontinued operations. Selected financial data for the operations of the disposed Waste Management Segment is presented below. Current assets consist principally of trade accounts receivable.
|  |  | December 31, |  |
|  |  | 2017 |  |
|  |  | (In millions) |  |
ASSETS |  |  |  |  |
Current assets |  | $ | 11.2 |  |
Restricted cash |  |  | 27.2 |  |
Property and equipment, net |  |  | 6.0 |  |
Other noncurrent assets |  |  | 7.6 |  |
Total noncurrent assets |  |  | 40.8 |  |
Total assets |  | $ | 52.0 |  |
LIABILITIES |  |  |  |  |
Current portion of long-term debt |  | $ | 3.0 |  |
Payable to Contran |  |  | 36.1 |  |
Other current liabilities |  |  | 8.2 |  |
Total current liabilities |  |  | 47.3 |  |
Long-term debt |  |  | 65.0 |  |
Deferred income taxes |  |  | (43.8 | ) |
Accrued noncurrent closure and post closure costs |  |  | 31.7 |  |
Total noncurrent liabilities |  |  | 52.9 |  |
Total liabilities |  | $ | 100.2 |  |
|  | Years ended December 31, |
|  | 2016 |  |  | 2017 |  |  | 2018 |
|  | (In millions) |
Net sales |  | $ | 47.4 |  |  | $ | 75.4 |  |  | $ | 4.6 |
Operating loss |  | $ | (26.2 | ) |  | $ | (167.1 | ) |  | $ | (.4 | )
Termination fee |  |  | — |  |  |  | 4.0 |  |  |  | — |
Other income (expense), net |  |  | (5.3 | ) |  |  | (8.4 | ) |  |  | — |
Interest expense, net |  |  | (5.1 | ) |  |  | (4.8 | ) |  |  | (.3 | )
Loss before taxes |  |  | (36.6 | ) |  |  | (176.3 | ) |  |  | (.7 | )
Income tax benefit |  |  | (12.6 | ) |  |  | (67.1 | ) |  |  | (.1 | )
Net loss |  | $ | (24.0 | ) |  | $ | (109.2 | ) |  | $ | (.6 | )
Pre-tax gain on disposal |  |  | — |  |  |  | — |  |  |  | 58.4 |
Income tax expense |  |  | — |  |  |  | — |  |  |  | 23.7 |
After-tax gain on disposal |  |  | — |  |  |  | — |  |  |  | 34.7 |
Total |  | $ | (24.0 | ) |  | $ | (109.2 | ) |  | $ | 34.1 |
Net cash provided by (used in) operating activities |  | $ | (10.7 | ) |  | $ | 18.1 |  |  | $ | 2.3 |
Net cash provided by (used in) investing activities |  |  | (2.7 | ) |  |  | (3.4 | ) |  |  | (.1 | )
The Waste Management Segment’s operating loss in 2017 includes a $170.6 million long-lived asset impairment which is included in the determination of its operating income. As previously reported, in November 2015 we entered into an agreement with Rockwell Holdco, Inc. ("Rockwell"), for the sale of WCS to Rockwell. The agreement, as amended, was for $270 million in cash plus the assumption of all of WCS’ third-party indebtedness incurred prior to the date of the agreement. Additionally, Rockwell and its affiliates would have assumed all financial assurance obligations related to the WCS business. Rockwell is the parent company of EnergySolutions, Inc. Completion of the sale was subject to certain customary closing conditions, including the receipt of U.S. anti-trust approval. The U.S. Department of Justice (“DOJ”) did not give the parties anti-trust clearance, and on November 16, 2016, the DOJ filed an anti-trust action in the U.S. federal district court for the District of Delaware styled United States of America vs. Energy Solutions, Inc., et al (Case No. 1:16-cv-01056-UNA), seeking an injunction to enjoin completion of the sale of WCS. Trial was held in late April and early May 2017. On June 21, 2017, the court issued an order enjoining the sale of WCS. While we disagreed with the court’s decision, the parties determined that they would not appeal the decision to the Third Circuit Court of Appeals, and on June 22, 2017, we provided written notice to Rockwell terminating the purchase agreement for the sale of WCS to Rockwell effective June 22, 2017. The Court’s decision and resulting termination of the purchase agreement with Rockwell constituted triggering events under ASC 360-10-35-21, requiring WCS’ long-lived assets to be tested for recoverability. Given the challenges facing WCS’ disposal operations we concluded that the long-lived assets associated with WCS’ operations were impaired at June 30, 2017, concurrent with the termination of the purchase agreement with Rockwell. Accordingly, we recognized an aggregate $170.6 million impairment charge as of June 30, 2017, to reduce the carrying value of WCS’ long-lived assets recognized for financial reporting purposes to their estimated fair value. Such $170.6 million impairment charge relates to the following long-lived assets of WCS: net property and equipment - $127.5 million; waste disposal site operating permits, net - $42.0 million; and other assets - $1.1 million. With respect to the operating permits, we concluded such long-lived assets were fully impaired, as these permits are specific to WCS’ land and facility in Andrews County and have no salvage value as there is no alternative use for permits. Similarly, with respect to the net property and equipment, we concluded such long-lived assets were fully impaired except to the extent certain items of property and equipment had an alternate use outside of WCS’ operations; for those items of property and equipment, they were written down to estimated salvage value, primarily using dealer or auction-site quotes (Level 3 inputs) as the basis for salvage value. At June 30, 2017, the time the impairment was recognized, the salvage value for such items of property and equipment aggregated $5.7 million. As part of the terms of the fourth amendment to the purchase agreement with Rockwell, in the event of termination of the purchase agreement for any reason (including termination of the purchase agreement if completion of the sale of WCS is enjoined on anti-trust grounds), we would be entitled to receive a termination fee from Rockwell. Such termination fee (net of applicable expenses) aggregated $4 million, was received in June 2017 and is recognized as part of loss from discontinued operations in 2017 (classified as part of other income (expense), net in the table above). Other income (expense), net in the table above also includes expenses aggregating $5.8 million in 2016 and $8.7 million in 2017 related to efforts to sell WCS (principally legal fees). In connection with the January 2018 sale, JFL Partners did not assume WCS’ trade payable owed to Contran, which consisted primarily of intercorporate service fees charged to WCS by Contran for which WCS did not pay Contran for several years. Immediately prior to the closing of the sale of WCS, Contran transferred its associated receivable from WCS to Valhi, in return for a deemed borrowing by Valhi under its revolving credit facility with Contran. Valhi subsequently contributed such receivable from WCS to WCS’s equity, and the trade payable obligation of WCS was deemed paid in full.

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