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Valhi Stockholder's Equity
12 Months Ended
Dec. 31, 2020
Stockholders Equity Note [Abstract]  
Valhi Stockholders' Equity

Note 16—Valhi stockholders’ equity:

 

Shares of common stock

 

 

Issued

 

 

Treasury

 

 

Outstanding

 

 

(In millions)

 

Balance at December 31, 2018, 2019 and 2020

 

29.6

 

 

 

(1.1

)

 

 

28.5

 

 

Reverse stock split. On May 28, 2020 following stockholder approval at our annual meeting, our board of directors approved a reverse stock split of our common stock at a ratio of 1-for-12, which was effective on June 1, 2020. All share and per-share disclosures for all periods presented in our consolidated financial statements have been adjusted to give effect to the reverse stock split (except where otherwise indicated) and we have adjusted our stockholders’ equity at December 31, 2017, 2018 and 2019 to reflect the split by reclassifying $3.3 million from common stock to additional paid-in capital representing $.01 per share par value of each share of common stock eliminated as a result of the reverse stock split. 

 

Valhi common stock. We issued a nominal number of shares of Valhi common stock during 2018, 2019 and 2020, associated with annual stock awards to members of our board of directors.

Valhi share repurchases and cancellations. Prior to 2018, our board of directors authorized the repurchase of shares of our common stock in open market transactions, including block purchases, or in privately negotiated transactions, which may include transactions with our affiliates or subsidiaries. As adjusted for the 1-for-12 reverse stock split of our common stock effected in June 2020, the aggregate number of shares authorized for repurchase is 833,333, and we have approximately 334,000 shares available for repurchase at December 31, 2020.  We may purchase the 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, we may terminate the program prior to completion. We will use cash on hand to acquire the shares. Repurchased shares could be retired and cancelled or may be added to our treasury stock and used for employee benefit plans, future acquisitions or other corporate purposes. We did not make any such purchases under the plan in 2018, 2019 or 2020.

Treasury stock. At December 31, 2019 and 2020, NL and Kronos held approximately 1.2 million and .1 million shares of our common stock, respectively. The treasury stock we reported for financial reporting purposes at December 31, 2019 and 2020 represents our proportional interest in these shares of our common stock held by NL and Kronos, at NL’s and Kronos’ historical cost basis. The remaining portion of these shares of our common stock, which are attributable to the noncontrolling interest of NL and Kronos, are reflected in our consolidated balance sheet at fair value and are classified as part of other noncurrent assets. Under Delaware Corporation Law, 100% (and not the proportionate interest) of a parent company’s shares held by a majority-owned subsidiary of the parent is considered to be treasury stock for voting purposes. As a result, our common shares outstanding for financial reporting purposes differ from those outstanding for legal purposes.  Any unrealized gains or losses on the shares of our common stock attributable to the noncontrolling interest of Kronos and NL are recognized in the determination of each of Kronos and NL’s respective net income or loss. Under the principles of consolidation we eliminate any gains or losses associated with our common stock to the extent of our proportional ownership interest in each subsidiary.  We recognized losses of $12.2 million in 2018, $.2 million in 2019 and $1.7 million in 2020 in our Consolidated Statement of Income which represents the unrealized loss in respect of these shares attributable to the noncontrolling interest of Kronos and NL.  See Note 2.

Preferred stock. At December 31, 2017, our outstanding preferred stock consisted of 5,000 shares of our Series A Preferred Stock having a liquidation preference of $133,466.75 per share, or an aggregate liquidation preference of $667.3 million. The outstanding shares of Series A Preferred Stock were held by Contran and represented all of the shares of Series A Preferred Stock we were authorized to issue. The preferred stock had a par value of $.01 per share and paid a non-cumulative cash dividend at an annual rate of 6% of the aggregate liquidation preference only when authorized and declared by our board of directors. The shares of Series A Preferred Stock were non-convertible, and the shares did not carry any redemption or call features (either at our option or the option of the holder). A holder of the Series A shares did not have any voting rights, except in limited circumstances, and was not entitled to a preferential dividend right that is senior to our shares of common stock. We had not declared any dividends on the Series A Preferred Stock since its issuance. Effective August 10, 2020, we, Contran and a wholly owned subsidiary of Contran entered into a contribution agreement pursuant to which, on August 10, 2020, the 6% Series A Preferred Stock was voluntarily contributed to our capital for no consideration and without the issuance of additional securities by us. Our independent directors approved acceptance of such contribution and entering into the contribution agreement.  The contribution has no impact on our consolidated financial position, results of operations or liquidity and the contribution did not have any tax consequences to us.  On August 10, 2020, following the contribution of the 6% Series A Preferred Stock to us, we filed a Certificate of Elimination with the Secretary of State of Delaware and, as a result, the 5,000 shares that were designated as 6% Series A Preferred Stock have been returned to the status of authorized but unissued shares of the preferred stock, $.01 par value per share, without designation as to series.

Valhi long-term incentive compensation plan. Prior to 2018, our board of directors adopted a plan that provides for the award of stock to our board of directors, and up to a maximum of 200,000 shares could be awarded. Under the plan, we awarded  14,500 shares in 2018 and 50,000 shares in each of 2019 and 2020, and at December 31, 2020, 24,000 shares are available for future award under this new plan. The share numbers under the plan have not been adjusted for the reverse stock split in 2020.

 

Stock plans of subsidiaries. Kronos, NL and CompX each maintain plans which provide for the award of their common stock to their board of directors. At December 31, 2020, Kronos, NL and CompX had 127,400, 79,900 and 149,050 shares of their respective common stock available for future award under respective plans.

 Accumulated other comprehensive income (loss).  Accumulated other comprehensive income (loss) attributable to Valhi stockholders comprises changes in equity as presented in the table below.

 

 

 

Years ended December 31,

 

 

2018

 

 

2019

 

 

2020

 

 

(In millions)

 

Accumulated other comprehensive income (loss) (net

  of tax and noncontrolling interest):

 

 

 

 

 

 

 

 

 

 

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

$

1.7

 

 

$

1.7

 

 

$

1.7

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain arising during the year

 

-

 

 

 

-

 

 

 

.1

 

Balance at end of year

$

1.7

 

 

$

1.7

 

 

$

1.8

 

Currency translation:

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

$

(54.1

)

 

$

(75.6

)

 

$

(76.8

)

Other comprehensive gain (loss) arising during the year

 

(21.5

)

 

 

(1.2

)

 

 

9.4

 

Balance at end of year

$

(75.6

)

 

$

(76.8

)

 

$

(67.4

)

Defined benefit pension plans:

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

$

(129.0

)

 

$

(134.0

)

 

$

(146.6

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service cost and

  net losses included in net periodic

  pension cost

 

7.6

 

 

 

7.2

 

 

 

9.8

 

Net actuarial loss arising during the year

 

(12.6

)

 

 

(19.8

)

 

 

(17.3

)

Balance at end of year

$

(134.0

)

 

$

(146.6

)

 

$

(154.1

)

OPEB plans:

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

$

2.4

 

 

$

1.7

 

 

$

1.0

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service credit and net

  losses included in net periodic OPEB cost

 

(.8

)

 

 

(.8

)

 

 

(.8

)

Net actuarial gain arising during the year

 

.1

 

 

 

.1

 

 

 

.1

 

Balance at end of year

$

1.7

 

 

$

1.0

 

 

$

.3

 

Total accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

$

(179.0

)

 

$

(206.2

)

 

$

(220.7

)

Other comprehensive income (loss)

 

(27.2

)

 

 

(14.5

)

 

 

1.3

 

Balance at end of year

$

(206.2

)

 

$

(220.7

)

 

$

(219.4

)

 

See Note 11 for amounts related to our defined benefit pension plans and Note 10 for amounts related to our OPEB plans.