NL 8-K
Nli Holdings, Inc. (NL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02Results of Operations and Financial Condition.
The registrant hereby furnishes the information set forth in its press release entitled “NL Reports Second Quarter 2025 Results” issued on August 6, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The press release the registrant furnishes as Exhibit 99.1 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 7.01 | Regulation FD Disclosure. |
The registrant hereby furnishes the information set forth in its press release entitled “Press release dated August 6, 2025 entitled “NL Industries Announces a Special Dividend of 21 Cents Per Share Payable in August 2025, and a Quarterly Dividend for the Third Quarter of 2025 at 9 Cents Per Share” that the registrant also issued on August 6, 2025, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The press release the registrant furnishes as Exhibit 99.2 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 9.01Financial Statements and Exhibits.
(d) | Exhibits | ||
Item No. |
| Description | |
99.1 | |||
99.2 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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 hereunto duly authorized.
NL INDUSTRIES, INC. | |
(Registrant) | |
Date: August 6, 2025 | By: /s/Amy A. Samford |
Amy A. Samford Executive Vice President and |
NL REPORTS SECOND QUARTER 2025 RESULTS
DALLAS, TEXAS – August 6, 2025 – NL Industries, Inc. (NYSE: NL) today reported net income attributable to NL stockholders of $.3 million, or $.01 per share, in the second quarter of 2025 compared to $7.9 million, or $.16 per share, in the second quarter of 2024. NL’s results include an unrealized loss of $.1 million in the second quarter of 2025 related to the change in value of marketable equity securities compared to an unrealized gain of $.8 million in the second quarter of 2024. For the first six months of 2025, NL reported net income attributable to NL stockholders of $1.0 million, or $.02 per share, compared to $14.7 million, or $.30 per share for the first six months of 2024. NL results include an unrealized loss of $8.6 million in the first six months of 2025 related to the change in value of marketable equity securities compared to an unrealized gain of $3.2 million in the first six months of 2024.
CompX’s net sales were $40.3 million for the second quarter of 2025 compared to $35.9 million in the second quarter of 2024 and $80.6 million for the first six months of 2025 compared to $73.9 million for the same prior year period. The increase in sales for both periods is due to higher Security Products sales primarily to the government security market and higher Marine Components sales primarily to the government and towboat markets. CompX’s segment profit was $6.3 million for the second quarter of 2025 compared to $5.1 million for the second quarter of 2024 and $12.2 million for the first six months of 2025 compared to $8.8 million for the same prior year period. CompX’s segment profit increased in the second quarter and for the first six months of 2025 compared to the same periods in 2024 due to higher sales and gross margin at each of the Security Products and Marine Components segments.
NL recognized equity in losses of Kronos of $2.8 million in the second quarter of 2025 compared to equity in earnings of $6.0 million in the second quarter of 2024. NL recognized equity in earnings of $2.7 million in the first six months of 2025 compared to $8.5 million in the same period of 2024. As previously reported, effective July 16, 2024, Kronos acquired the 50% joint venture interest in Louisiana Pigment Company, L.P. (“LPC”) previously held by Venator Investments, Ltd. Prior to the acquisition, Kronos held a 50% joint venture interest in LPC. Following the acquisition, LPC became a wholly-owned subsidiary of Kronos. The results of operations of LPC have been included in Kronos’ results of operations beginning as of the acquisition date.
Kronos’ net sales of $494.4 million in the second quarter of 2025 were $6.1 million, or 1%, lower than in the second quarter of 2024. Kronos’ net sales of $984.2 million in the first six months of 2025 were $4.9 million, or 1%, higher than in the first six months of 2024. Kronos’ net sales decreased in the second quarter of 2025 compared to the second quarter of 2024 primarily due to the effects of lower average TiO2 selling prices, changes in product mix and lower sales volumes in its export markets somewhat offset by higher sales volumes in its North American market. Kronos’ net sales increased in the first six months of 2025 compared to the same period in 2024 due to net effects of higher sales volumes in its North American and European markets somewhat offset by lower sales volumes in its export markets and changes in product mix. During the first six months of 2025, Kronos and the TiO2 industry have been operating in a market impacted by global uncertainty related to U.S. trade policies, geopolitical tensions and general hesitancy by customers to build inventories which have deferred any anticipated market recovery and which have also impacted Kronos’ sales volumes and pricing momentum. Kronos started 2025 with average TiO2 selling prices 2% higher than at the beginning of 2024 but its average TiO2 selling prices declined 4% during the first six months of 2025. Kronos’ average TiO2 selling prices were 1% lower in the second quarter of 2025 as compared to the second quarter of 2024 and comparable in the first six months of 2025 as compared to the first six months of 2024. Fluctuations in currency exchange rates (primarily the euro) also affected net sales comparisons, increasing net sales by approximately $8 million in the second quarter of 2025 and decreasing net sales by approximately $3 million in the first six months of 2025 as compared to the same prior year periods in 2024. The table at the end of this press release shows how each of these items impacted Kronos’ net sales.
Kronos’ income from operations in the second quarter of 2025 was $7.4 million as compared to $35.9 million in the second quarter of 2024. For the first six months of 2025, the Kronos’ income from operations was $45.8 million as compared to $55.4 million in the first six months of 2024. Income from operations decreased in the second quarter of 2025 compared to the second quarter of 2024 primarily due to the effects of unfavorable fixed cost absorption due to reduced operating
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rates at certain of Kronos’ manufacturing facilities, higher cost inventory produced in the first quarter and included in cost of sales in the second quarter and currency fluctuations (primarily the euro). Kronos’ unabsorbed fixed production costs related to decreased production volumes in the second quarter of 2025 were approximately $20 million. Kronos’ income from operations decreased in the first six months of 2025 compared to the first six months of 2024 primarily due to the net effects of approximately $18 million in additional unabsorbed fixed production costs Kronos recognized as a result of operating its production facilities at reduced rates and higher production costs (primarily raw materials) and a 2% increase in TiO2 sales volumes. Kronos’ income from operations in both the second quarter and first six months of 2024 includes a charge of approximately $2 million related to workforce reductions and approximately $10 million in non-cash charges primarily related to accelerated depreciation in connection with the closure of its sulfate process line in Canada in the second quarter of 2024. Kronos operated its production facilities at overall average capacities of 87% of practical capacity utilization in the first six months of 2025 (93% and 81% in the first and second quarters of 2025, respectively) compared to 93% in the first six months of 2024 (87% and 99% in the first and second quarters of 2024, respectively). Fluctuations in currency exchange rates (primarily the euro) increased Kronos’ income from operations by approximately $14 million in the second quarter of 2025 and approximately $9 million in the first six months of 2025 as compared to the same prior year periods.
Corporate expenses decreased $.8 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to lower litigation fees and related costs and lower environmental remediation and related costs. Corporate expenses decreased $.5 million in the first six months of 2025 compared to the same period of 2024 primarily due to lower litigation fees and related costs, partially offset by higher environmental remediation and related costs. Interest and dividend income decreased in the second quarter and for the first six months of 2025 compared to the same periods of 2024 primarily due to lower average interest rates and decreased cash balances. Marketable equity securities represent the change in unrealized gains (losses) on our portfolio of marketable equity securities during the periods.
Net income attributable to NL stockholders for the first six months of 2024 includes a loss of $.3 million ($.01 per share, net of tax) due to Kronos’ recognition of an aggregate charge related to a write-off of deferred financing costs.
The statements in this release relating to matters that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. Although we believe the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such forward-looking statements. While it is not possible to identify all factors, we continue to face many risks and uncertainties. Factors that could cause actual future results to differ materially include, but are not limited to:
| ● | Future supply and demand for our products; |
| ● | Kronos’ ability to realize expected cost savings from strategic and operational initiatives; |
| ● | Kronos’ ability to integrate acquisitions, including Louisiana Pigment Company, L.P., into its operations and realize expected synergies and innovations; |
| ● | The extent of the dependence of certain of our businesses on certain market sectors; |
| ● | The cyclicality of our businesses (such as Kronos’ TiO2 operations); |
| ● | Customer and producer inventory levels; |
| ● | Unexpected or earlier-than-expected industry capacity expansion (such as the TiO2 industry); |
| ● | Changes in raw material and other operating costs (such as energy, ore, zinc, aluminum, steel and brass costs), including as a result of additional or changed tariffs on imported raw materials, and our ability to pass those costs on to our customers or offset them with reductions in other operating costs; |
| ● | Changes in the availability of raw materials (such as ore); |
| ● | General global economic and political conditions that harm the worldwide economy, disrupt our supply chain, increase material and energy costs or reduce demand or perceived demand for TiO2 and our products or |
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| impair our ability to operate our facilities (including changes in the level of gross domestic product in various regions of the world, tariffs, natural disasters, terrorist acts, global conflicts and public health crises); |
| ● | Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises); |
| ● | Technology related disruptions (including, but not limited to, cyber-attacks; software implementation, upgrades, or improvements; technology processing failures; or other events) related to our technology infrastructure that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders; |
| ● | Competitive products and substitute products; |
| ● | Competition from Chinese suppliers with less stringent regulatory and environmental compliance requirements; |
| ● | Customer and competitor strategies; |
| ● | Potential consolidation of Kronos’ competitors; |
| ● | Potential consolidation of Kronos’ customers; |
| ● | The impact of pricing and production decisions; |
| ● | Competitive technology positions; |
| ● | Our ability to protect or defend intellectual property rights; |
| ● | Potential difficulties in integrating future acquisitions; |
| ● | Potential difficulties in upgrading or implementing accounting and manufacturing software systems; |
| ● | The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes (including tariffs imposed by the U.S. federal government on imports from Canada, where Kronos has a manufacturing facility); |
| ● | Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar and between the euro and the Norwegian krone), or possible disruptions to our business resulting from uncertainties associated with the euro or other currencies; |
| ● | Decisions to sell operating assets other than in the ordinary course of business; |
| ● | Kronos’ ability to renew or refinance credit facilities or other debt instruments in the future; |
| ● | Changes in interest rates; |
| ● | Kronos’ ability to comply with covenants contained in its revolving bank credit facility; |
| ● | Our ability to maintain sufficient liquidity; |
| ● | The timing and amounts of insurance recoveries; |
| ● | The ability of our subsidiaries or affiliates to pay us dividends; |
| ● | Uncertainties associated with CompX’s development of new products and product features; |
| ● | The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform; |
| ● | Our ability to utilize income tax attributes or changes in income tax rates related to such attributes, the benefits of which may or may not have been recognized under the more-likely-than-not recognition criteria; |
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| ● | Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities or new developments regarding environmental remediation or decommissioning obligations at sites related to our former operations); |
| ● | Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including us, with respect to asserted health concerns associated with the use of such products), including new environmental, sustainability, health and safety or other regulations (such as those seeking to limit or classify TiO2 or its use); |
| ● | The ultimate resolution of pending litigation (such as our lead pigment and environmental matters); and |
| ● | Pending or possible future litigation (such as litigation related to CompX’s use of certain permitted chemicals in its productions process) or other actions. |
Should one or more of these risks materialize (or if the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those currently forecasted or expected. We disclaim any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.
NL Industries, Inc. is engaged in component products (security products and recreational marine components) and chemicals (TiO2) businesses.
Investor Relations Contact
Bryan A. Hanley
Senior Vice President and Treasurer
(972) 233-1700
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NL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except earnings per share)
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| June 30, |
| June 30, | ||||||||
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| 2024 |
| 2025 |
| 2024 |
| 2025 | ||||
| | (unaudited) | ||||||||||
Net sales | | $ | 35.9 | | $ | 40.3 | | $ | 73.9 | | $ | 80.6 |
Cost of sales | |
| 24.8 | |
| 27.4 | |
| 53.1 | |
| 55.5 |
| | | | | | | | | | | | |
Gross margin | |
| 11.1 | |
| 12.9 | |
| 20.8 | |
| 25.1 |
| | | | | | | | | | | | |
Selling, general and administrative expense | |
| 6.0 | |
| 6.6 | |
| 12.0 | |
| 12.9 |
Corporate expense | | | 4.3 | | | 3.5 | | | 6.7 | | | 6.2 |
| | | | | | | | | | | | |
Income from operations | |
| .8 | |
| 2.8 | |
| 2.1 | |
| 6.0 |
| | | | | | | | | | | | |
Equity in earnings (losses) of Kronos Worldwide, Inc. | |
| 6.0 | |
| (2.8) | |
| 8.5 | |
| 2.7 |
| | | | | | | | | | | | |
Other income (expense): | |
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| |
|
| |
|
| |
|
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Interest and dividend income | |
| 2.6 | |
| 1.5 | |
| 5.2 | |
| 3.5 |
Marketable equity securities | |
| .8 | |
| (.1) | |
| 3.2 | |
| (8.6) |
Other components of net periodic pension and OPEB cost | |
| (.3) | |
| (.3) | |
| (.6) | |
| (.6) |
Interest expense | |
| (.1) | |
| (.1) | |
| (.3) | |
| (.7) |
| | | | | | | | | | | | |
Income before income taxes | |
| 9.8 | |
| 1.0 | |
| 18.1 | |
| 2.3 |
| | | | | | | | | | | | |
Income tax expense | |
| 1.3 | |
| — | |
| 2.3 | |
| — |
| | | | | | | | | | | | |
Net income | |
| 8.5 | |
| 1.0 | |
| 15.8 | |
| 2.3 |
| | | | | | | | | | | | |
Noncontrolling interest in net income of subsidiary | |
| .6 | |
| .7 | |
| 1.1 | |
| 1.3 |
| | | | | | | | | | | | |
Net income attributable to NL stockholders | | $ | 7.9 | | $ | .3 | | $ | 14.7 | | $ | 1.0 |
| | | | | | | | | | | | |
Net income per share attributable to NL stockholders | | $ | .16 | | $ | .01 | | $ | .30 | | $ | .02 |
| | | | | | | | | | | | |
Weighted average shares used in the calculation of net income | |
| 48.8 | |
| 48.9 | |
| 48.8 | |
| 48.9 |
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NL INDUSTRIES, INC.
COMPONENTS OF INCOME FROM OPERATIONS
(In millions)
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| June 30, | | June 30, | ||||||||
| 2024 |
| 2025 |
| 2024 |
| 2025 | ||||
| (unaudited) | ||||||||||
CompX segment profit | $ | 5.1 | | $ | 6.3 | | $ | 8.8 | | $ | 12.2 |
Corporate expense |
| (4.3) | |
| (3.5) | |
| (6.7) | |
| (6.2) |
| | | | | | | | | | | |
Income from operations | $ | .8 | | $ | 2.8 | | $ | 2.1 | | $ | 6.0 |
CHANGE IN KRONOS’ NET SALES
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| Six months ended |
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| June 30, | | | June 30, | |
| 2025 vs. 2024 | | | 2025 vs 2024 | |
| (unaudited) | | |||
Percentage change in net sales: |
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TiO2 sales volume | (1) | % |
| 2 | % |
TiO2 product pricing | (1) | |
| — | |
TiO2 product mix/other | (1) | | | (1) | |
Changes in currency exchange rates | 2 |
|
| — |
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| | | | | |
Total | (1) | % |
| 1 | % |
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NL INDUSTRIES ANNOUNCES A SPECIAL DIVIDEND OF 21 CENTS PER SHARE PAYABLE IN AUGUST 2025, AND A QUARTERLY DIVIDEND FOR THE THIRD QUARTER OF 2025 AT 9 CENTS PER SHARE
DALLAS, TEXAS – August 6, 2025 – NL Industries, Inc. (NYSE: NL) today announced that its board of directors has declared a special cash dividend of twenty-one cents ($0.21) per share and a quarterly dividend of nine cents ($0.09) per share, in each case on its common stock. The special dividend, which is being funded from excess cash flows, is payable on August 28, 2025 to shareholders of record at the close of business on August 18, 2025. The quarterly dividend of $.09 per share is payable on September 23, 2025 to shareholders of record at the close of business on September 5, 2025.
NL Industries, Inc. is engaged in the component products (security products and recreational marine components) and chemicals (TiO2) businesses.
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Investor Relations Contact
Bryan A. Hanley
Senior Vice President and Treasurer
Tel. 972-233-1700