COMPX INTERNATIONAL INC
For the period ended Dec 31, 2025. Filed Mar 4, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 4, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Consolidated Financial Statements
December 31, 2025
Note 1– Summary of significant accounting policies:
Organization. We (NYSE American: CIX) are approximately 87% owned by NL Industries, Inc. (NYSE: NL) at December 31, 2025. We manufacture and sell component products (security products and recreational marine components). At December 31, 2025, Valhi, Inc. (NYSE: VHI) owns approximately 83% of NL’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation owns approximately 91% of Valhi’s outstanding common stock. A majority of Contran’s outstanding voting stock is held directly by Lisa K. Simmons and by family stockholders (Thomas C. Connelly (the husband of Ms. Simmons’ late sister), a family-owned entity and various family trusts established for the benefit of Ms. Simmons, Mr. Connelly and their children) who are required to vote their shares of Contran voting stock in the same manner as Ms. Simmons. Such voting rights are personal to Ms. Simmons and last through April 22, 2030. The remainder of Contran’s outstanding voting stock is held by another trust (the “Family Trust”), which was established for the benefit of Ms. Simmons and her late sister and their children and for which a third-party financial institution serves as trustee. Consequently, at December 31, 2025 Ms. Simmons and the Family Trust may be deemed to control Contran, and therefore may be deemed to indirectly control the wholly-owned subsidiary of Contran, Valhi, NL and us.
Unless otherwise indicated, references in this report to “we,” “us,” or “our” refer to CompX International Inc. and its subsidiaries, taken as a whole.
Management estimates. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at each balance sheet date and the reported amounts of our revenues and expenses during each reporting period. Actual results may differ significantly from previously estimated amounts under different assumptions or conditions.
Principles of consolidation**.**Our Consolidated Financial Statements include the accounts of CompX International Inc. and our wholly-owned subsidiaries. We eliminate all material intercompany accounts and balances.
Fiscal year. Our fiscal year end is always the Sunday closest to December 31, and our operations are reported on a 52 or 53-week fiscal year. For presentation purposes, annual information in the Consolidated Financial Statements and accompanying notes is presented as ended on December 31. The actual date of our fiscal years ended December 31, 2023, 2024 and 2025 are December 31, 2023, December 29, 2024 and December 28, 2025, respectively. Each of the years ending December 31, 2023, 2024 and 2025 consisted of 52 weeks.
Cash and cash equivalents**.**We classify bank time deposits and highly liquid investments, including government and commercial notes and bills, with original maturities of three months or less as cash equivalents.
Accounts receivable. We provide an allowance for doubtful accounts for known and estimated potential losses arising from our sales to customers based on a periodic review of these accounts.
Inventories and cost of sales**.**We state inventories at the lower of cost or net realizable value. We record a provision for obsolete and slow-moving inventories. We generally base inventory costs for all inventory categories on average cost that approximates the first-in, first-out method. Inventories include the costs for raw materials, the cost to manufacture the raw materials into finished goods and overhead. Depending on the inventory’s stage of completion, our manufacturing costs can include the costs of packing and finishing, utilities, maintenance and depreciation, shipping and handling, and salaries and benefits associated with our manufacturing process. We allocate fixed manufacturing overhead costs based on normal production capacity. Unallocated overhead costs resulting from periods with abnormally low production levels are charged to expense as incurred. As inventory is sold to third parties, we recognize the cost of sales in the same period that the sale occurs. We periodically review our inventory for estimated obsolescence or instances when inventory is no longer marketable for its intended use, and we record any write-down, equal to the difference between the
cost of inventory and its estimated net realizable value, based on assumptions about alternative uses, market conditions and other factors.
Net sales**.**Our sales involve single performance obligations to ship our products pursuant to customer purchase orders. In some cases, the purchase order is supported by an underlying master sales agreement, but our purchase order verification notice generally evidences the contract with our customer by specifying the key terms of product and quantity ordered, price and delivery and payment terms. In accordance with ASC Topic 606,*Revenue from Contracts with Customers,*we record revenue when we satisfy our performance obligations to our customers by transferring control of our products to them, which generally occurs at point of shipment or upon delivery. Such transfer of control is also evidenced by transfer of legal title and other risks and rewards of ownership (giving the customer the ability to direct the use of, and obtain substantially all of the benefits of, the product), and our customers becoming obligated to pay us and it is probable we will receive payment. In certain arrangements we provide shipping and handling activities after the transfer of control to our customer (e.g. when control transfers prior to delivery). In such arrangements shipping and handling are considered fulfillment activities, and accordingly, such costs are accrued when the related revenue is recognized.
Revenue is recorded in an amount that reflects the net consideration we expect to receive in exchange for our products. Prices for our products are based on terms specified in published list prices and purchase orders, which generally do not include financing components, noncash consideration or consideration paid to our customers. As our standard payment terms are less than one year, we have elected the practical expedient under ASC 606 and we have not assessed whether a contract has a significant financing component. We state sales net of price, early payment and distributor discounts as well as volume rebates (collectively, variable consideration). Variable consideration, to the extent present, is not material and is recognized as the amount to which we are most-likely to be entitled, using all information (historical, current and forecasted) that is reasonably available to us, and only to the extent that a significant reversal in the amount of the cumulative revenue recognized is not probable of occurring in a future period. Differences, if any, between estimates of the amount of variable consideration to which we will be entitled and the actual amount of such variable consideration have not been material in the past. We occasionally receive partial or full consideration from our customers prior to the completion of our performance obligation (shipment of product). We record estimated deferred revenue on the amount to which we are most-likely to be entitled and deferred revenue is recognized into revenue as our performance obligation has been satisfied. Deferred revenue has not been material in the past. We report any tax assessed by a governmental authority that we collect from our customers that is both imposed on and concurrent with our revenue-producing activities (such as sales, use, value added and excise taxes) on a net basis (meaning we do not recognize these taxes either in our revenues or in our costs and expenses).
Frequently, we receive orders for products to be delivered over dates that may extend across reporting periods. We invoice for each delivery upon shipment and recognize revenue for each distinct shipment when all sales recognition criteria for that shipment have been satisfied. As scheduled delivery dates for these orders are within a one year period, under the optional exemption provided by ASC 606, we do not disclose sales allocated to future shipments of partially completed contracts.
We have determined that our disclosure of sales by segment meets the requirements to disclose a disaggregation of our sales into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. See Note 2.
Selling, general and administrative expenses; advertising costs. Selling, general and administrative expenses include costs related to marketing, sales, distribution, research and development and administrative functions such as accounting, treasury and finance, and include costs for salaries and benefits, travel and entertainment, promotional materials and professional fees, as well as any gains and losses on property and equipment. We expense advertising and research and development costs as incurred. Advertising costs were approximately $.5 million in each of 2023, 2024 and 2025. Research and development costs were not significant in 2023, 2024 or 2025.
Goodwill. Goodwill represents the excess of cost over fair value of individual net assets acquired in business combinations. Goodwill is not subject to periodic amortization. We evaluate goodwill for impairment annually or when circumstances indicate the carrying value may not be recoverable. See Note 5.
Property and equipment; depreciation expense**.**We state property and equipment, including purchased computer software for internal use, at cost. We compute depreciation of property and equipment for financial reporting purposes principally by the straight-line method over the estimated useful lives of 15 to 40 years for buildings and 3 to 20 years for equipment and software. We use the Alternative Depreciation System (“ADS”) for income tax purposes. Upon sale or retirement of an asset, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized in income currently. Expenditures for maintenance, repairs and minor renewals are expensed; expenditures for major improvements are capitalized.
We perform impairment tests when events or changes in circumstances indicate the carrying value may not be recoverable. We consider all relevant factors. We perform the impairment test by comparing the estimated future undiscounted cash flows associated with the asset to the asset’s net carrying value to determine if impairment exists.
Leases. We enter into various arrangements (or leases) that convey the rights to use and control identified underlying assets for a period of time in exchange for consideration. We lease various facilities and equipment. From time to time, we may also enter into an arrangement in which the right to use and control an identified underlying asset is embedded in another type of contract. We determine if an arrangement is a lease (including leases embedded in another type of contract) at inception. All of our leases are classified as operating leases under ASC Topic 842,Leases. Operating leases were not material in any year presented.
Employee benefit plans. We maintain various defined contribution plans in which we make contributions based on matching or other formulas. Defined contribution plan expense approximated $3.9 million in 2023, $3.5 million in 2024 and $4.0 million in 2025.
Self-insurance. We are partially self-insured for workers’ compensation and certain employee health benefits and self-insured for most environmental issues. We purchase coverage in order to limit our exposure to significant workers’ compensation or employee health benefit claims. We accrue self-insured losses based upon estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry and our own historical claims experience.
Income taxes**.**We, and our parent NL, are members of the Contran Tax Group. We have been and currently are a part of the consolidated tax returns filed by Contran for U.S. federal purposes as well as for certain U.S. state jurisdictions. As a member of the Contran Tax Group, we are jointly and severally liable for the federal income tax liability of Contran and the other companies included in the Contran Tax Group for all periods in which we are included in the Contran Tax Group. See Note 10.
As a member of the Contran Tax Group, we are a party to a tax sharing agreement which provides that we compute our provision for U.S. income taxes on a separate-company basis. Pursuant to the tax sharing agreement, we make payments to or receive payments from NL in amounts we would have paid to or received from the U.S. Internal Revenue Service or the applicable state tax authority had we not been a member of the Contran Tax Group. The separate company provisions and payments are computed using the tax elections made by Contran. We made net cash payments for income taxes to NL of $7.3 million in 2023, $6.2 million in 2024 and $6.1 million in 2025.
Deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amounts of assets and liabilities. Deferred income tax assets and liabilities for each tax-paying jurisdiction in which we operate are netted and presented as either a noncurrent deferred income tax asset or liability, as applicable. We periodically evaluate our deferred tax assets in the various taxing jurisdictions in which we operate and adjust any related valuation allowance based on the estimate of the amount of deferred tax assets which we believe do not meet the more-likely-than-not recognition criteria. See Notes 7 and 10.
We record a reserve for uncertain tax positions for tax positions where we believe it is more-likely-than-not our position will not prevail with the applicable tax authorities. We did not have a reserve for uncertain tax positions in 2023, 2024 or 2025.
Note 2– Business and geographic segments:
We are organized intotwo operating segments based on the nature of the products offered. Our chief operating decision maker (“CODM”) is our Vice Chairman of the Board. Our CODM is responsible for determining how to allocate resources and assessing performance. Our CODM evaluates segment performance based on segment operating income, which is defined as income before income taxes, exclusive of certain general corporate income and expense items (primarily interest income) and certain non-recurring items (such as gains or losses on the disposition of long-lived assets outside the ordinary course of business). The CODM considers current-period segment operating income compared to plan and prior-period on a monthly and/or quarterly basis for evaluating performance of each segment and making decisions about allocating capital and other resources. Our CODM is not regularly provided financial information related to the assets of the reportable segments, including capital expenditures, and he does not evaluate the reportable segments’ performance or allocate resources to them based on assets. Therefore, total assets by reportable segment are not included in our segment disclosure. The accounting policies of the reportable operating segments are the same as those described in Note 1. Ourtwo reportable operating segments are Security Products and Marine Components.
The Security Products segment, with a facility in South Carolina and a facility shared with Marine Components in Illinois, manufactures locking mechanisms and other security products for sale to the postal, transportation, office and institutional furniture, cabinetry, tool storage, healthcare applications and other industries.
The Marine Components segment, with a facility in Wisconsin and a facility shared with Security Products in Illinois, manufactures and distributes wake enhancement systems, stainless steel exhaust systems, custom metal fabricated parts, gauges, throttle controls, trim tabs and related hardware and accessories primarily for recreational marine and other industries.
For geographic information, the point of origin (place of manufacture) for all net sales is the U.S., the point of destination for net sales is based on the location of the customer, and property and equipment are attributable to their physical location. Intersegment sales are not material.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Years ended December 31, | |||||||||
| · · 2023 · · 2024 · · 2025 | |||||||||
| · · (In thousands) | |||||||||
| Net sales: · · · · · · · | |||||||||
| Security Products | | $121,182 | | $115,243 | | $120,703 | |||
| Marine Components | | 40,105 | | 30,698 | | 37,582 | |||
| Total | | $161,287 | | $145,941 | | $158,285 | |||
| | | | | | | | | | |
| Cost of sales: | | | | | | | | | |
| Security Products | | $82,781 | | $80,509 | | $83,777 | |||
| Marine Components | | | 29,287 | | | 24,069 | | | 26,329 |
| Total | | $112,068 | | $104,578 | | $110,106 | |||
| | | | | | | | | | |
| Gross margin: | | | | | | | | | |
| Security Products | | $38,401 | | $34,734 | | $36,926 | |||
| Marine Components | | | 10,818 | | | 6,629 | | | 11,253 |
| Total | | $49,219 | | $41,363 | | $48,179 | |||
| | | | | | | | | | |
| Segment selling, general and administrative expense: | | | | | | | | | |
| Security Products | | $13,460 | | $13,894 | | $14,423 | |||
| Marine Components | | | 3,600 | | | 3,327 | | | 3,800 |
| Total | | $17,060 | | $17,221 | | $18,223 | |||
| | | | | | | | | | |
| Operating income: | | | | | | | |||
| Security Products | | $24,941 | | $20,840 | | $22,503 | |||
| Marine Components | | 7,218 | | 3,302 | | 7,453 | |||
| Segment operating income | | | 32,159 | | | 24,142 | | | 29,956 |
| Corporate operating expenses | | (6,724) | | (7,119) | | (7,352) | |||
| Operating income | | 25,435 | | 17,023 | | 22,604 | |||
| Interest income | | 4,168 | | 4,714 | | 3,229 | |||
| Income before income taxes | | $29,603 | | $21,737 | | $25,833 | |||
| | | | | | | | | | |
| Depreciation and amortization: | | | | | | | |||
| Security Products | | $2,748 | | $2,489 | | $2,462 | |||
| Marine Components | | 1,217 | | 1,202 | | 1,190 | |||
| Corporate | | 8 | | — | | — | |||
| Total | | $3,973 | | $3,691 | | $3,652 | |||
| | | | | | | | | | |
| Net sales point of destination: | | | | | | | | | |
| United States | | $155,092 | | $141,328 | | $154,175 | |||
| Canada | | 3,153 | | 1,860 | | 1,569 | |||
| Mexico | | 829 | | 774 | | 794 | |||
| Other | | 2,213 | | 1,979 | | 1,747 | |||
| Total | | $161,287 | | $145,941 | | $158,285 | |||
Note 3– Accounts receivable, net:
| · · · · · · | ||||
|---|---|---|---|---|
| | | December 31, | | December 31, |
| | | 2024 | | 2025 |
| | | (In thousands) | ||
| Accounts receivable, net: | | | | |
| Security Products | | $12,149 | | $11,474 |
| Marine Components | | 2,034 | | 2,362 |
| Allowance for doubtful accounts | | (70) | | (70) |
| Total | | $14,113 | | $13,766 |
Note 4– Inventories, net:
| · · · · · · | ||||
|---|---|---|---|---|
| | | December 31, | | December 31, |
| | | 2024 | | 2025 |
| | | (In thousands) | ||
| Raw materials: | | | | |
| Security Products | | $4,063 | | $3,979 |
| Marine Components | | 1,589 | | 1,641 |
| Total raw materials | | 5,652 | | 5,620 |
| Work-in-process: | | | | |
| Security Products | | 13,241 | | 14,313 |
| Marine Components | | 4,397 | | 5,594 |
| Total work-in-process | | 17,638 | | 19,907 |
| Finished goods: | | | | |
| Security Products | | 2,895 | | 3,002 |
| Marine Components | | 2,181 | | 1,881 |
| Total finished goods | | 5,076 | | 4,883 |
| Total | | $28,366 | | $30,410 |
Note 5– Goodwill:
We assign goodwill based onreporting unit(as that term is defined in ASC Topic 350-20-20,Goodwill) which corresponds to our operating segments. All of our net goodwill relates to our Security Products segment and was generated from acquisitions relating to our Security Products segment prior to 2001. We test for goodwill impairment at the reporting unit level. In accordance with the requirements of ASC Topic 350-20-20, we review goodwill for each of our reporting units for impairment during the third quarter of each year or when circumstances arise that indicate an impairment might be present.
In 2023, 2024 and 2025, our goodwill was reviewed for impairment only in the third quarter of each year in connection with our annual testing date. No impairment was indicated as part of such annual reviews of goodwill. As permitted by GAAP, during each of 2023, 2024 and 2025 we used the qualitative assessment of ASC 350-20-35 for our annual impairment test.
Our gross goodwill at December 31, 2025 is $33.6 million. Prior to 2023, werecorded a $9.9 million goodwill impairment in our Marine Components segment resulting in a net consolidated carrying amount of $23.7 million. There have beenno changes in the carrying amount of our goodwill during the past three years.
Note 6– Accounts payable and accrued liabilities:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, · · December 31, | ||||||
| · · 2024 · · 2025 | ||||||
| · · (In thousands) | ||||||
| Accounts payable: · · · · | ||||||
| Security Products | | $3,016 | | $2,153 | ||
| Marine Components | | 671 | | 538 | ||
| Corporate | | | — | | | 6 |
| Accrued liabilities: | | | | | ||
| Employee benefits | | 9,794 | | 11,186 | ||
| Taxes other than on income | | 295 | | 371 | ||
| Professional services | | | 263 | | | 263 |
| Insurance | | 280 | | 224 | ||
| Utilities | | | 95 | | | 120 |
| Customer tooling | | 147 | | 90 | ||
| Advances from customers | | | 100 | | | 61 |
| Deferred revenue | | | 97 | | | 50 |
| Other | | 213 | | 258 | ||
| Total | | $14,971 | | $15,320 | ||
Note 7– Income taxes:
The provision for income taxes and the difference between such provision for income taxes and the amount that would be expected using the U.S. federal statutory income tax rate of 21% are presented below. All of our pre-tax income relates to operations in the United States.
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Years ended December 31, | ||||||||||||||||||
| · · 2023 · · 2024 · · 2025 | ||||||||||||||||||
| · · (In thousands) | ||||||||||||||||||
| · · Amount · · Percent · · Amount · Percent · · Amount · Percent | ||||||||||||||||||
| U.S. federal statutory tax rate | | $6,217 | | 21.0% | | $4,565 | 21.0% | | $5,425 | 21.0% | ||||||||
| State income taxes, net of federal income tax effect* | | | 786 | | 2.7 | | | | 571 | | 2.6 | | | | 892 | | 3.5 | |
| Other adjustments | | | 7 | | — | | | | 14 | | .1 | | | | 38 | | .1 | |
| Income tax expense | | $7,010 | | 23.7 | | | $5,150 | | 23.7 | | | $6,355 | | 24.6% | ||||
- The majority of state income taxes relate to Illinois.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Years ended December 31, | |||||||||
| · · 2023 · · 2024 · · 2025 | |||||||||
| · · (In thousands) | |||||||||
| Components of income tax expense: · · · · · · · | |||||||||
| Current income tax expense: | | | | | | | | | |
| U.S. federal | | $6,627 | | $4,827 | | $5,824 | |||
| State | | 1,103 | | 763 | | 1,225 | |||
| | | | 7,730 | | | 5,590 | | | 7,049 |
| | | | | | | | | | |
| Deferred income tax benefit: | | | | | | | | | |
| U.S. federal | | | (609) | | | (398) | | | (597) |
| State | | | (111) | | | (42) | | | (97) |
| | | | (720) | | | (440) | | | (694) |
| | | | | | | | | | |
| Income tax expense | | $7,010 | | $5,150 | | $6,355 | |||
The components of the net deferred tax liability are summarized below.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, | ||||||
| · · 2024 · · 2025 | ||||||
| · · (In thousands) | ||||||
| Tax effect of temporary differences related to: · · · · | ||||||
| Inventories | | $394 | | $417 | ||
| Property and equipment | | (1,005) | | (529) | ||
| Accrued liabilities and other deductible differences | | 47 | | 62 | ||
| Accrued employee benefits | | 1,225 | | 1,402 | ||
| Goodwill | | (1,693) | | (1,693) | ||
| Other taxable differences | | (35) | | (35) | ||
| Net noncurrent deferred tax liability | | $(1,067) | | $(376) | ||
| | | | | | | |
| Noncurrent deferred tax asset | | $— | | $29 | ||
| Noncurrent deferred tax liability | | (1,067) | | (405) | ||
| Net noncurrent deferred tax liability | | $(1,067) | | $(376) | ||
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA, among other provisions, provides for bonus depreciation of qualified property, permanently modifies the interest expense deduction to use an adjusted taxable income based on a calculation similar to EBITDA, and makes changes to international tax provisions including Foreign-Derived Intangible Income (“FDII”) (renamed Foreign-Derived Deduction Eligible Income (“FDDEI”)). The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA did not have a material impact on our 2025 consolidated financial statements, and we are in the process of evaluating the impact to future years as additional provisions take effect.
We and Contran file income tax returns in U.S. federal and various state and local jurisdictions. Our income tax returns prior to 2022 are generally considered closed to examination by applicable tax authorities.
The following table shows our net tax payments made in 2023, 2024 and 2025 disaggregated by taxing jurisdiction.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Years ended December 31, | |||||||||
| · · 2023 · · 2024 · · 2025 | |||||||||
| · · (In thousands) | |||||||||
| U.S. federal | | $6,102 | | $5,159 | | $5,349 | |||
| State | | | | | | | | | |
| Illinois | | | 635 | | | 507 | | | 671 |
| Other | | | 570 | | | 587 | | | 95 |
| Income tax payments | | $7,307 | | $6,253 | | $6,115 | |||
Note 8– Stockholders’ equity:
| · · | |
|---|---|
| · · Shares of common stock | |
| · · Issued and Outstanding | |
| · · | |
| Balance at December 31, 2022 | 12,307,157 |
| Issued | 6,600 |
| Balance at December 31, 2023 | 12,313,757 |
| Issued | 4,800 |
| Balance at December 31, 2024 | 12,318,557 |
| Issued | 4,500 |
| Balance at December 31, 2025 | 12,323,057 |
*Share repurchases and cancellations.*Prior to 2023, our board of directors authorized various repurchases of shares of our 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. We may repurchase our 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, we may terminate the program prior to its completion. We will generally use cash on hand to acquire the shares. Repurchased shares will be added to our treasury and cancelled. We didnot repurchase any shares of our common stock during 2023, 2024 or 2025. At December 31, 2025,523,647 shares were available for purchase under these authorizations.
*Incentive compensation plan.*We have a share-based incentive compensation plan pursuant to which an aggregate of up to 200,000 shares of our Class A common stock can be awarded to non-employee members of our board of directors. All of the Class A common shares we issued in 2023, 2024 and 2025 were issued under this plan. At December 31, 2025,115,150 shares were available for award under this plan.
*Dividends.*We paid regular quarterly dividends of $.25 per share during 2023 and $.30 per share during each of 2024 and 2025. Additionally, cash dividends also include a $2.00 per share special dividend in 2024 and a $1.00 per share special dividend in 2025. Declaration and payment of future dividends and the amount thereof, if any, is discretionary and dependent upon our results of operations, financial condition, cash requirements for our businesses, contractual requirements and restrictions and other factors deemed relevant by our board of directors.
Note 9 – Related party transactions:
We may be deemed to be controlled by Ms. Lisa Simmons and the Family Trust. See Note 1. Corporations that may be deemed to be controlled by or affiliated with these individuals sometimes engage in (a) intercorporate transactions such as guarantees, management and expense sharing arrangements, shared fee arrangements, joint ventures, partnerships, loans, options, advances of funds on open account, and sales, leases and exchanges of assets, including securities issued by both related and unrelated parties and (b) common investment and acquisition strategies, business combinations, reorganizations, recapitalizations, securities repurchases, and purchases and sales (and other acquisitions and dispositions) of subsidiaries, divisions or other business units, which transactions have involved both related and unrelated parties and have included transactions that resulted in the acquisition by one related party of a publicly-held minority equity interest in another related party. We continuously consider, review and evaluate, and understand that Contran and related entities consider, review and evaluate such transactions. Depending upon the business, tax and other objectives then relevant, it is possible that we might be a party to one or more such transactions in the future.
From time to time, we may have loans and advances outstanding between us and various related parties pursuant to term and demand notes. We generally enter into these loans and advances for cash management purposes. When we loan funds to related parties, we are generally able to earn a higher rate of return on the loan than we would earn if we invested the funds in other instruments. While certain of these loans may be of a lesser credit quality than cash equivalent instruments otherwise available to us, we believe we have evaluated the credit risks in the terms of the applicable loans. In this regard, prior to 2023, we entered into an unsecured revolving demand promissory note with Valhi under which, as amended, we have agreed to loan Valhi up to $25 million. Our loan to Valhi, as amended, bears interest at prime plus 1.00%, payable quarterly, with all principal due on demand, but in any event no earlier than December 31, 2027. Loans
made to Valhi at any time under the agreement are at our discretion. At the end of our fiscal year in 2024 and 2025, the outstanding principal balance receivable from Valhi under the promissory note was $9.3 million and $8.0 million, respectively. Interest income (including unused commitment fees) on our loan to Valhi was $1.2 million in 2023, $1.0 million in 2024 and $.9 million in 2025.
Under the terms of an Intercorporate Service Agreement (“ISA”) with Contran, employees of Contran perform certain management, tax planning, financial, legal and administrative services for us on a fee basis. Such fees are based upon the compensation of individual Contran employees providing services for us and/or estimates of time devoted to our affairs by such persons. Because of the number of companies affiliated with Contran, we believe we benefit from cost savings and economies of scale gained by not having certain management, financial and administrative staffs duplicated at each entity, thus allowing certain individuals to provide services to multiple companies but only be compensated by one entity. We negotiate ISA fees annually and agreements renew quarterly. Fees pursuant to these agreements aggregated $3.1 million 2023, $3.2 million in 2024 and $3.4 million in 2025.
Contran and certain of its subsidiaries and affiliates, including us, purchase certain of their insurance policies and risk management services as a group, with the costs of the jointly-owned policies and services being apportioned among the participating companies. Tall Pines Insurance Company (“Tall Pines”), a subsidiary of Valhi, underwrites certain insurance policies for Contran and certain of its subsidiaries and affiliates, including us. Tall Pines purchases reinsurance from highly rated (as determined by A.M. Best or other internationally recognized ratings agency) third-party insurance carriers for substantially all of the risks it underwrites. Consistent with insurance industry practices, Tall Pines receives commissions from the reinsurance underwriters and/or assesses fees for certain of the policies that it underwrites. We paid $3.4 million in each of 2023 and 2024 and $3.2 million in 2025 under the group insurance program, which amounts principally represent insurance premiums, including $1.1 million in each of 2023 and 2024 and $.8 million in 2025, respectively, for policies written by Tall Pines. Amounts paid under the group insurance program also include payments to insurers or reinsurers for the reimbursement of claims within our applicable deductible or retention ranges that such insurers and reinsurers paid to third parties on our behalf, as well as amounts for claims and risk management services and various other third-party fees and expenses incurred by the program. We expect these relationships will continue in 2026.
With respect to certain of such jointly-owned insurance policies, it is possible that unusually large losses incurred by one or more insureds during a given policy period could leave the other participating companies without adequate coverage under that policy for the balance of the policy period. As a result, and in the event that the available coverage under a particular policy would become exhausted by one or more claims, Contran and certain of its subsidiaries and affiliates, including us, have entered into a loss sharing agreement under which any uninsured loss arising because the available coverage had been exhausted by one or more claims will be shared ratably amongst those entities that had submitted claims under the relevant policy. We believe the benefits, in the form of reduced premiums and broader coverage associated with the group coverage for such policies, justifies the risk associated with the potential for any uninsured loss.
We are a party to a tax sharing agreement with Contran and NL providing for the allocation of tax liabilities and tax payments as described in Note 1. Under applicable law, we, as well as every other member of the Contran Tax Group, are each jointly and severally liable for the aggregate federal income tax liability of Contran and the other companies included in the Contran Tax Group for all periods in which we are included in the Contran Tax Group. NL has agreed, however, to indemnify us for any liability for income taxes of the Contran Tax Group in excess of our tax liability in accordance with the tax sharing agreement.
Note 10– Commitments and contingencies:
Legal proceedings. We are involved, from time to time, in various environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our business. At least quarterly our management discusses and evaluates the status of any pending litigation to which we are a party. The factors considered in such evaluation include, among other things, the nature of such pending cases, the status of such pending cases, the advice of legal counsel and our experience in similar cases (if any). Based on such evaluations, we make a determination as to whether we believe (i) it is probable a loss has been incurred, and if so if the amount of such loss (or range of loss) is reasonably estimable, or (ii) it is reasonably possible but not probable a loss has been incurred, and if so if the amount of such loss (or range of loss) is reasonably estimable, or (iii) the probability a loss has been incurred is remote. We have
not accrued any amounts for litigation matters because it is not reasonably possible we have incurred a loss that would be material to our consolidated financial position, results of operations or liquidity.
Environmental matters and litigation. Our operations are governed by various federal, state and local environmental laws and regulations. Our policy is to comply with environmental laws and regulations at all of our facilities and to continually strive to improve environmental performance in association with applicable industry initiatives. From time to time, we may be subject to environmental regulatory enforcement under various statutes, resolution of which typically involves the establishment of compliance programs. We believe our operations are in substantial compliance with applicable requirements of environmental laws.
*Income taxes.*From time to time, we undergo examinations of our income tax returns, and tax authorities have or may propose tax deficiencies. We believe we have adequately provided accruals for additional income taxes and related interest expense which may ultimately result from such examinations and we believe that the ultimate disposition of all such examinations should not have a material adverse effect on our consolidated financial position, results of operations or liquidity.
Concentration of credit risk. Our products are sold primarily in North America to original equipment manufacturers. Ourten largest customers accounted for approximately 52% of consolidated sales in 2023,47% in 2024 and 52% in 2025. One customer of the Security Products segment accounted for 24% in 2023 (of which 11% related to a non-recurring pilot project),21% in 2024 and 26% in 2025.
Note 11– Financial instruments:
| | | | | | | | | | |
|---|
The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 · · December 31, 2025 | ||||||||
| | | Carrying | | Fair | | Carrying | | Fair |
| | | amount | | value | | amount | | value |
| · · (In thousands) | ||||||||
| Cash and cash equivalents | | $60,782 | | $60,782 | | $54,096 | | $54,096 |
Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. See Notes 3 and 6.
Note 12 – Recent Accounting Pronouncements:
Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):Improvements to Income Tax Disclosures. The ASU requires additional annual disclosure and disaggregation for the rate reconciliation, income taxes paid and income tax expense by federal, state and non-U.S. tax jurisdictions. In addition, the standard increases the disclosure requirements for items included in the rate reconciliation that meet a quantitative threshold. We adopted the ASU during the year ended December 31, 2025 on a retrospective basis. See Note 7.
Pending Adoption
In November 2024, the FASB issued ASU No. 2024-03,Reporting Comprehensive Income - Expense Disaggregation Disclosures. The ASU requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. The ASU is effective for us beginning with our 2027 Annual Report, and for interim reporting, in the first quarter of 2028, with early adoption permitted. We are in the process of evaluating the additional disclosure requirements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.