COMPX INTERNATIONAL INC
For the period ended Sep 30, 2024. Filed Nov 6, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 6, 2024
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Notes to Condensed Consolidated Financial Statements (unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
(unaudited)
Note 1 – Organization and basis of presentation:
Organization. We (NYSE American: CIX) were approximately 87% owned by NL Industries, Inc. (NYSE: NL) at September 30, 2024. At September 30, 2024, Valhi, Inc. (NYSE: VHI) owned approximately 83% of NL’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation owned 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 September 30, 2024 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.
Basis of presentation. Consolidated in this Quarterly Report are the results of CompX International Inc. and its subsidiaries. The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 that we filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024 (the “2023 Annual Report”). In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to state fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. We have condensed the Consolidated Balance Sheet at December 31, 2023 contained in this Quarterly Report as compared to our audited Consolidated Financial Statements at that date, and we have omitted certain information and footnote disclosures (including those related to the Consolidated Balance Sheet at December 31, 2023) normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results of operations for the interim periods ended September 30, 2024 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our 2023 Consolidated Financial Statements contained in our 2023 Annual Report.
Cash dividends in 2024 include a $2.00 per share special dividend.
Our operations are reported on a 52 or 53-week year. For presentation purposes, annual and quarterly information in the Condensed Consolidated Financial Statements and accompanying notes are presented as ended September 30, 2023, December 31, 2023 and September 30, 2024. The actual dates of our annual and quarterly periods are October 1, 2023, December 31, 2023 and September 29, 2024, respectively. Unless otherwise indicated, references in this report to “we”, “us” or “our” refer to CompX International Inc. and its subsidiaries, taken as a whole.
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Note 2 – Business segment information:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Nine months ended | ||||||||||||
| · · September 30, · · September 30, | ||||||||||||
| · 2023 · 2024 · 2023 · 2024 | ||||||||||||
| · · (In thousands) | ||||||||||||
| Net sales: · · · · · | ||||||||||||
| Security Products | | $31,376 | | $26,567 | | $84,390 | | $84,667 | ||||
| Marine Components | | 8,979 | | 7,100 | | 33,732 | | 22,858 | ||||
| Total net sales | | $40,355 | | $33,667 | | $118,122 | | $107,525 | ||||
| | | | | | | | | | | | | |
| Operating income: | | | | | ||||||||
| Security Products | | $6,496 | | $4,553 | | $16,009 | | $15,445 | ||||
| Marine Components | | 1,693 | | 603 | | 6,953 | | 2,024 | ||||
| Corporate operating expenses | | (1,644) | | (1,807) | | (5,010) | | (5,324) | ||||
| Total operating income | | 6,545 | | 3,349 | | 17,952 | | 12,145 | ||||
| Interest income | | 1,064 | | 1,235 | | 3,003 | | 3,754 | ||||
| Income before income taxes | | $7,609 | | $4,584 | | $20,955 | | $15,899 | ||||
Intersegment sales are not material.
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Note 3 – Marketable securities:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · Unrealized | |||||||||
| · Market value · cost basis · loss, net | |||||||||
| · · (In thousands) | |||||||||
| December 31, 2023: · · · | |||||||||
| Current assets | | $35,354 | | $35,359 | | $(5) | |||
| | | | | | | | |||
| September 30, 2024: | | | | | | | | | |
| Current assets | | $— | | $— | | $— | |||
Our marketable securities consist of investments in debt securities. We classify our marketable securities as available-for-sale. The fair value of our marketable securities is generally determined using Level 2 inputs because although these securities are traded, in many cases the market is not active and the quarter-end valuation is generally based on the last trade of the quarter, which may be several days prior to quarter end. We accumulate unrealized gains and losses on marketable debt securities as part of accumulated other comprehensive income (loss), net of related deferred income taxes.
Note 4 – Accounts receivable, net:
| · · · · · · | ||||
|---|---|---|---|---|
| | | December 31, | | September 30, |
| · 2023 · 2024 | ||||
| · · (In thousands) | ||||
| Accounts receivable, net: · · | ||||
| Security Products | | $14,950 | | $11,653 |
| Marine Components | | 2,181 | | 2,875 |
| Allowance for doubtful accounts | | (70) | | (70) |
| Total accounts receivable, net | | $17,061 | | $14,458 |
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Note 5 – Inventories, net:
| · · · · · · | ||||
|---|---|---|---|---|
| | | December 31, | | September 30, |
| · 2023 · 2024 | ||||
| · · (In thousands) | ||||
| Raw materials: · · | ||||
| Security Products | | $3,569 | | $4,178 |
| Marine Components | | 2,169 | | 1,522 |
| Total raw materials | | 5,738 | | 5,700 |
| Work-in-process: | | | ||
| Security Products | | 13,879 | | 12,880 |
| Marine Components | | 5,163 | | 4,550 |
| Total work-in-process | | 19,042 | | 17,430 |
| Finished goods: | | | ||
| Security Products | | 3,175 | | 2,801 |
| Marine Components | | 2,757 | | 2,077 |
| Total finished goods | | 5,932 | | 4,878 |
| Total inventories, net | | $30,712 | | $28,008 |
Note 6 – Accounts payable and accrued liabilities:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, · · September 30, | ||||||
| · 2023 · 2024 | ||||||
| · · (In thousands) | ||||||
| Accounts payable: · · | ||||||
| Security Products | | $2,514 | | $2,550 | ||
| Marine Components | | 634 | | 586 | ||
| Corporate | | | — | | | 13 |
| Payable to affiliate - Contran | | — | | 142 | ||
| Employee benefits | | 10,712 | | 7,834 | ||
| Deferred revenue | | | 559 | | | 98 |
| Insurance | | 289 | | 311 | ||
| Taxes other than on income | | 285 | | 512 | ||
| Advances from customers | | | 267 | | | 97 |
| Customer tooling | | 145 | | 255 | ||
| Professional services | | | — | | | 270 |
| Other | | 340 | | 406 | ||
| Total accounts payable and accrued liabilities | | $15,745 | | $13,074 | ||
Note 7 – Provision for income taxes:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Nine months ended | ||||||||||||
| · · September 30, · · September 30, | ||||||||||||
| · 2023 · 2024 · 2023 · 2024 | ||||||||||||
| · · (In thousands) | ||||||||||||
| Expected tax expense, at the U.S. federal statutory income tax rate of 21% | | $1,598 | | $963 | | $4,401 | | $3,339 | ||||
| State income taxes | | 230 | | 134 | | 631 | | 467 | ||||
| Other, net | | 24 | | 9 | | 26 | | 17 | ||||
| Total provision for income taxes | | $1,852 | | $1,106 | | $5,058 | | $3,823 | ||||
| | | | | | | | | | | | | |
| Comprehensive provision for income taxes allocable to: | | | | | | | | | | | | |
| Net income | | $1,852 | | $1,106 | | $5,058 | | $3,823 | ||||
| Other comprehensive income (loss) - marketable securities | | | 8 | | | (1) | | | (23) | | | (1) |
| Total | | $1,860 | | $1,105 | | $5,035 | | $3,822 | ||||
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Note 8 – Commitments and contingencies:
From time to time, we may be involved 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 evaluation, 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 a 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 a 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 statements, results of operations or liquidity.
Note 9 – Financial instruments:
See Note 3 for information on how we determine the fair value of our marketable securities.
The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · December 31, 2023 · · September 30, 2024 | ||||||||
| | | Carrying | | Fair | | Carrying | | Fair |
| · amount · value · amount · value | ||||||||
| · · (In thousands) | ||||||||
| Cash and cash equivalents | | $41,393 | | $41,393 | | $58,788 | | $58,788 |
Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value.
Note 10 – Related party transactions:
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, and when we borrow from related parties, we are generally able to pay a lower rate of interest than we would pay if we had incurred third-party indebtedness. While certain of these loans to affiliates may be of a lesser credit quality than cash equivalent instruments otherwise available to us, we believe we have considered the credit risks in the terms of the applicable loans. In this regard, we have an unsecured revolving demand promissory note with Valhi under which, as amended, we 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, 2025. Loans made to Valhi at any time under the agreement are at our discretion. At September 30, 2024, the outstanding principal balance receivable from Valhi under the promissory note was $7.9 million. Interest income (including unused commitment fees) on our loan to Valhi was $.9 million and $.8 million for the nine months ended September 30, 2023 and 2024, respectively.
Note 11 – Recent Accounting Pronouncements:
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures. The ASU requires public companies to disclose significant segment expenses and other segment items on an annual and interim basis. The ASU also mandates public companies to provide all annual segment disclosures currently required annually in interim periods. Public companies will also be required to disclose the title and position of the chief operating decision maker (“CODM”) and explain how the CODM uses the reported measure of segment profit or loss in assessing segment performance and allocation of resources. The ASU is effective for us beginning with our 2024 Annual Report, and for interim reporting, in the first quarter of 2025, with retrospective application required. We are in the process of evaluating the additional disclosure requirements across all segments.
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In December 2023, the 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 foreign tax jurisdictions. In addition, the standard increases the disclosure requirements for items included in the rate reconciliation that meet a quantitative threshold. The ASU is effective for us beginning with our 2025 Annual Report. The ASU may be applied prospectively; however, entities have the option to apply it retrospectively. We are in the process of evaluating the additional disclosure requirements.
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