Business Overview



We are a leading manufacturer of engineered components utilized in a variety of
applications and industries. Through our Security Products segment we
manufacture mechanical and electrical cabinet locks and other locking mechanisms
used in recreational transportation, postal, office and institutional furniture,
cabinetry, tool storage and healthcare applications. We also manufacture
stainless steel exhaust systems, gauges, throttle controls, wake enhancement
systems and trim tabs for the recreational marine and other industries through
our Marine Components segment.

Operating Income Overview

We reported operating income of $17.7 million in 2019 compared to operating income of $17.8 million in 2018 and $15.2 million in 2017. Operating income in 2019 was comparable to operating income in 2018. The increase in operating income in 2018 over 2017 is primarily due to higher sales at both Security Products and Marine Components.



Our product offerings consist of a large number of products that have a wide
variation in selling price and manufacturing cost, which results in certain
practical limitations on our ability to quantify the impact of changes in
individual product sales quantities and selling prices on our net sales, cost of
sales and gross margin. In addition, small variations in period-to-period net
sales, cost of sales and gross margin can result from changes in the relative
mix of our products sold.

Results of Operations - 2019 Compared to 2018 and 2018 Compared to 2017





                                    Years ended December 31,                  % Change
                                  2017         2018        2019         2017-18      2018-19
                                          (In millions)
   Net sales                    $   112.0     $ 118.2     $ 124.2             6   %         5   %
   Cost of sales                     77.2        79.9        85.2             4             7

   Gross margin                      34.8        38.3        39.0            10             2

Operating costs and expenses 19.6 20.5 21.3

   4             4

   Operating income             $    15.2     $  17.8     $  17.7            17            (1 )

   Percent of net sales:
   Cost of sales                     68.9   %    67.6   %    68.6   %
   Gross margin                      31.1        32.4        31.4
   Operating costs and expenses      17.5        17.3        17.1
   Operating income                  13.6        15.1        14.2


Net Sales. Net sales increased approximately $6.0 million in 2019 compared to
2018 primarily due to higher Marine Components sales to the towboat market.
Relative changes in selling prices did not have a material impact on net sales
comparisons.

Net sales increased approximately $6.2 million in 2018 compared to 2017
primarily due to higher Marine Components sales volumes to manufacturers of
ski/wakeboard boats and larger center-console boats, and to a lesser extent
higher Security Products sales to certain markets, particularly transportation
and office furniture. Relative changes in selling prices did not have a material
impact on net sales comparisons.

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Cost of Sales and Gross Margin. Cost of sales increased in 2019 compared to 2018
due to the effects of increased sales volumes for both Security Products and
Marine Components and increased labor costs at Security Products. As a result,
gross margin as a percentage of sales decreased over the same period. The
decrease in gross margin percentage is the result of the decline in Security
Products gross margin percentage in 2019 as compared to 2018.

Cost of sales increased from 2017 to 2018 primarily due to increased sales
volumes for both the Security Products and Marine Components segments. Gross
margin dollars and gross margin as a percentage of sales increased from 2017 to
2018 primarily due to greater fixed cost leverage facilitated by higher
production volumes for each of our business segments.

Operating Costs and Expenses. Operating costs and expenses consist primarily of
sales and administrative-related personnel costs, sales commissions and
advertising expenses directly related to product sales and administrative costs
relating to business unit and corporate management activities, as well as gains
and losses on sales of property and equipment. Operating costs and expenses as a
percentage of sales were comparable in 2017, 2018 and 2019.

Operating Income. As a percentage of net sales, operating income decreased from
2018 to 2019 while operating income increased from 2017 to 2018. Operating
margins were primarily impacted by the factors impacting cost of sales, gross
margin and operating costs discussed above.

General. Our profitability primarily depends on our ability to utilize our
production capacity effectively, which is affected by, among other things, the
demand for our products and our ability to control our manufacturing costs,
primarily comprised of labor costs and materials. The materials used in our
products consist of purchased components and raw materials some of which are
subject to fluctuations in the commodity markets such as zinc, brass and
stainless steel. Total material costs represented approximately 45% of our cost
of sales in 2019, with commodity-related raw materials accounting for
approximately 13% of our cost of sales. During 2018, markets for the primary
commodity-related raw materials used in the manufacture of our locking
mechanisms, primarily zinc and brass, generally strengthened, but moderated at
the end of 2018 and remained relatively stable through 2019. Over that same
period, the market for stainless steel, the primary raw material used for the
manufacture of marine exhaust headers and pipes and wake enhancement systems,
remained relatively stable. While we expect the markets for our primary
commodity-related raw materials to remain stable during 2020, we recognize that
economic conditions could introduce renewed volatility on these and other
manufacturing materials.

We occasionally enter into short-term commodity-related raw material supply arrangements to mitigate the impact of future increases in commodity related raw material costs. See Item 1 - "Business- Raw Materials."



 Interest Income. Interest income in 2019 increased compared to 2018 primarily
due to higher average loan balances and higher interest rates on our loan to an
affiliate as well as higher average investment balances and higher interest
rates on our cash investments. Interest income in 2018 increased compared to
2017 primarily due to higher interest rates on our loan to an affiliate as well
as our cash investments. See Note 9 to the Consolidated Financial Statements.

Provision for income taxes. A tabular reconciliation of our actual tax provision
to the U.S. federal statutory income tax rate is included in Note 7 to the
Consolidated Financial Statements. As a member of the group of companies
consolidated for U.S. federal income tax purposes with Contran, the parent of
our consolidated U.S. federal income tax group, we compute our provision for
income taxes on a separate company basis, using the tax elections made by
Contran.

Our effective income tax rate was 23% in 2017, 25% in 2018 and 24% in 2019. On
December 22, 2017, H.R.1, formally known as the "Tax Cuts and Jobs Act" ("2017
Tax Act") was enacted into law. This tax legislation, among other changes, (i)
reduced the U.S Federal corporate income tax rate from 35% to 21% effective
January 1, 2018; (ii) eliminated the domestic production activities deduction
beginning in 2018; and (iii) allowed the expensing of certain capital
expenditures. Following the enactment of the 2017 Tax Act, the Securities and
Exchange Commission issued Staff Accounting Bulletin (SAB) 118 to provide
guidance on the accounting and reporting impacts of the 2017 Tax Act. SAB 118
required that companies account for changes related to the 2017 Tax Act in

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the period of enactment unless the impact of such changes could not be
reasonably estimated. Such revaluation resulted in a non-cash deferred income
tax benefit of $1.9 million recognized in continuing operations for the period
ended December 31, 2017, reducing our net deferred income tax liability as of
that date. During 2018 we finalized our analysis of the 2017 Tax Act and
recorded an immaterial adjustment within the defined measurement period. See
Notes 7 and 10 to our Consolidated Financial Statements.

While our effective income tax rate for 2018 was favorably impacted by the
reduction in the U.S. federal statutory income tax rate from 35% to 21%, our
effective income tax rate was higher in 2018 as compared to 2017 due to the $1.9
million non-cash deferred income tax benefit recognized in 2017 resulting from
the revaluation of our net deferred income tax liability discussed above. Our
effective income tax rate was lower in 2019 as compared to 2018 primarily due to
recognizing a current cash tax benefit of $0.2 million in 2019 resulting from a
deduction under the foreign derived intangible income provisions ($0.1 million
of such current cash tax benefit is related to 2018).

Segment Results



The key performance indicator for our segments is the level of their operating
income (see discussion below). For additional information regarding our segments
refer to Note 2 to our Consolidated Financial Statements.



                                   Years ended December 31,                    % Change
                                 2017           2018       2019         2017-18         2018-19
                                         (In millions)
  Security Products:
  Net sales                    $    96.6       $ 98.4     $ 99.3               2   %           1   %
  Cost of sales                     65.5         65.5       67.1               -               2
  Gross margin                      31.1         32.9       32.2               6              (2 )
  Operating costs and expenses      11.9         11.0       11.2              (9 )             3
  Operating income             $    19.2       $ 21.9     $ 21.0              14              (4 )

  Gross margin                      32.2    %    33.4   %   32.5   %
  Operating income margin           19.9         22.3       21.2


Security Products. Security Products net sales increased 1% to $99.3 million in
2019 compared to $98.4 million in 2018, primarily due to higher sales to
government security and medical cart manufacturing markets, partially offset by
lower sales to the transportation, electronic control panel and distribution
markets. As a percentage of sales, gross margin and operating income for 2019
declined as compared to 2018 primarily due to increased labor rates and
associated payroll costs resulting from regional pressure on wages for certain
skilled labor positions, partially offset by favorable medical costs.

Security Products net sales increased 2% to $98.4 million in 2018 compared to
$96.6 million in 2017, primarily due to higher sales to the transportation and
office furniture markets. As a percentage of sales, gross margin for 2018
increased slightly over 2017 due to lower production costs, including headcount
reductions made during the second quarter of 2017, and improved coverage of
fixed costs over increased production volumes. Operating costs and expenses for
2018 were slightly lower than 2017. As a result, Security Products operating
income as a percentage of net sales for 2018 exceeded 2017.





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                                    Years ended December 31,                  % Change
                                  2017           2018       2019        2017-18      2018-19
                                          (In millions)
   Marine Components:
   Net sales                    $    15.4       $ 19.8     $ 24.9            29   %        26   %
   Cost of sales                     11.7         14.4       18.2            23            26
   Gross margin                       3.7          5.4        6.7            46            25

Operating costs and expenses 2.4 2.7 3.1


 13            16
   Operating income             $     1.3       $  2.7     $  3.6           104            33

   Gross margin                      24.0    %    27.2   %   27.0   %
   Operating income margin            8.7         13.8       14.6


Marine Components. Marine Components net sales increased 26% in 2019 as compared
to 2018 primarily due to increased sales to the towboat market, primarily wake
enhancement systems and surf pipes to an original equipment boat manufacturer.
Gross margin as a percentage of sales in 2019 was comparable to 2018. Operating
income as a percentage of net sales increased in 2019 compared to 2018
principally due to improved leverage on operating costs and expenses facilitated
by higher production volumes.

Marine Components net sales increased 29% in 2018 as compared to 2017 as a
result of continued strong demand for our products, particularly those sold to
the ski/wakeboard boat market as well as to manufacturers of large
center-console boats and industrial customers. Gross margin and operating income
as a percentage of net sales increased in 2018 compared to 2017 principally due
to improved fixed cost leverage facilitated by higher production volumes.

Outlook. 2019 was a breakout year for our Marine Components segment which
sustained the significant growth we experienced in the second half of 2018 for
the full year of 2019. We expect growth of this segment to be more normalized in
2020. Our Security Products segment experienced modest sales growth in 2019;
however we began to notice headwinds late in 2019 which may carry into 2020. In
2020, we plan to capitalize on the positive momentum our Marine Components
segment has experienced over the last two years while maintaining strong results
in our Security Products segment. We will continue to monitor economic
conditions and sales order rates and respond to fluctuations in customer demand
through continuous evaluation of staffing levels and consistent execution of our
lean manufacturing and cost improvement initiatives. Additionally, we continue
to seek opportunities to gain market share in markets we currently serve, to
expand into new markets and to develop new product features in order to mitigate
the impact of changes in demand as well as broaden our sales base.

Critical Accounting Policies and Estimates



Our significant accounting policies are more fully described in Note 1 to our
Consolidated Financial Statements. Our Consolidated Financial Statements have
been prepared in conformity with accounting principles generally accepted in the
United States of America (GAAP) which requires us to make estimates, judgments,
and assumptions we believe are reasonable based on our historical experience,
contract terms, observations of known trends in our company and the industry as
a whole and information available from other outside sources. Our estimates
affect the reported amounts of assets and liabilities and related disclosures of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenue and expense during the reporting period. Actual
results may differ from initial estimates.

We believe the most critical accounting policies and estimates involving
significant judgments and estimates primarily relate to the considerations in
the impairment assessments for goodwill and certain long-lived assets. We have
discussed the development, selection and disclosure of our critical accounting
estimates with the Audit Committee of our Board of Directors.

Goodwill - Our goodwill totaled $23.7 million at December 31, 2019, all


          relating to our Security Products segment. Goodwill is required to be
          tested annually or at other times whenever an event occurs or
          circumstances change that would more-likely-than-not reduce the fair
          value of a reporting unit below


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its carrying value. We perform our annual goodwill impairment test in

the third quarter of each year. In addition, adverse industry or

economic trends, lower projections of profitability, or a sustained

decline in our market capitalization, among other items, may be

indications of potential impairment issues which are triggering events

requiring the testing of an asset's carrying value for recoverability.

An entity may first assess qualitative factors to determine whether it

is necessary to complete the two-step quantitative impairment test using

a more-likely-than-not criteria. If an entity believes it is

more-likely-than-not the fair value of a reporting unit is greater than


          its carrying value, including goodwill, the two-step quantitative
          impairment test can be bypassed. Alternatively, an entity has an
          unconditional option to bypass the qualitative assessment and proceed
          directly to performing the two-step quantitative impairment test.


When performing a qualitative assessment considerable management judgment is
necessary to evaluate the qualitative impact of events and circumstances on the
fair value of a reporting unit. Events and circumstances considered in our
impairment evaluations, such as historical profits and stability of the markets
served, are consistent with factors utilized with our internal projections and
operating plan. However, future events and circumstances could result in
materially different findings which could result in the recognition of a
material goodwill impairment.

Evaluations of possible impairment utilizing the two-step quantitative
impairment test require us to estimate, among other factors: forecasts of future
operating results, revenue growth, operating margin, tax rates, capital
expenditures, depreciation, working capital, weighted average cost of capital,
long-term growth rates, risk premiums, terminal values, and fair values of our
reporting units and assets. The goodwill impairment test is subject to
uncertainties arising from such events as changes in competitive conditions, the
current general economic environment, material changes in growth rate
assumptions that could positively or negatively impact anticipated future
operating conditions and cash flows, changes in the discount rate, and the
impact of strategic decisions. If any of these factors were to materially change
such change may require revaluation of our goodwill. Changes in estimates or the
application of alternative assumptions could produce significantly different
results.

In 2019, we used the qualitative assessment for our annual impairment test and
determined it was not necessary to perform the quantitative goodwill impairment
test, as we concluded it is more-likely- than-not the fair value of the security
products reporting unit exceeded its carrying amount. See Notes 1 and 5 to our
Consolidated Financial Statements.

• Long-lived assets - The net book value of our property and equipment

totaled $31.0 million at December 31, 2019. We assess property and

equipment for impairment only when circumstances indicate an impairment


          may exist. Our determination is based upon, among other things, our
          estimates of the amount of future net cash flows to be generated by the

long-lived asset (Level 3 inputs) and our estimates of the current fair

value of the asset.

Significant judgment is required in estimating such cash flows. Adverse

changes in such estimates of future net cash flows or estimates of fair

value could result in an inability to recover the carrying value of the

long-lived asset, thereby possibly requiring an impairment charge to be

recognized in the future. We do not assess our property and equipment

for impairment unless certain impairment indicators are present. We did

not evaluate any long-lived assets for impairment during 2019 because no


          such impairment indicators were present.


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Liquidity and Capital Resources

Summary



Our primary source of liquidity on an on-going basis is our cash flow from
operating activities, which is generally used to (i) fund capital expenditures,
(ii) repay short-term or long-term indebtedness incurred primarily for capital
expenditures, business combinations or buying back shares of our outstanding
stock and (iii) provide for the payment of dividends (if declared). From
time-to-time, we may incur indebtedness to fund capital expenditures, business
combinations or other investment activities. In addition, from time-to-time, we
may also sell assets outside the ordinary course of business, the proceeds of
which are generally used to repay indebtedness (including indebtedness which may
have been collateralized by the assets sold) or to fund capital expenditures or
business combinations.

Consolidated cash flows

Operating activities. Trends in cash flows from operating activities, excluding
changes in assets and liabilities, for the last three years have generally been
similar to the trends in our earnings. Depreciation and amortization were
comparable in each of 2019, 2018 and 2017. See Note 1 to our Consolidated
Financial Statements.

Changes in assets and liabilities result primarily from the timing of
production, sales and purchases. Such changes in assets and liabilities
generally tend to even out over time. However, year-to-year relative changes in
assets and liabilities can significantly affect the comparability of cash flows
from operating activities. Cash provided by operating activities was $18.5
million in 2019 compared to $17.2 million in 2018. The $1.3 million increase in
cash provided by operating activities is primarily the net result of:

• A $1.1 million increase in interest received in 2019,




      •   A $0.7 million increase in cash paid for taxes in 2019 due to the
          relative timing of payments, and

• A lower amount of net cash used by relative changes in inventories,

receivables, payables and non-tax accruals of $0.6 million.

Cash provided by operating activities was $17.2 million in 2018 compared to $12.6 million in 2017. The $4.6 million increase in cash provided by operating activities is primarily the net result of:

• A $2.6 million increase in operating income in 2018,

• A $2.3 million decrease in cash paid for taxes in 2018 as the favorable

impact of the lower U.S. federal corporate income tax rate in 2018 more

than offset the effect of increased profits in 2018, and

• A higher amount of net cash used by relative changes in inventories,

receivables, payables and non-tax accruals of $0.4 million.




Relative changes in working capital can have a significant effect on cash flows
from operating activities. As shown below, our total average days sales
outstanding decreased from December 31, 2018 to December 31, 2019 primarily as a
result of the timing of sales and collections in the last month of 2019 as
compared to 2018. For comparative purposes, we have provided 2017 numbers below.



                                 December 31,     December 31,     December 31,
       Days Sales Outstanding:       2017             2018             2019
       Security Products              39 Days          43 Days          38 Days
       Marine Components              31 Days          30 Days          27 Days
       Total                          38 Days          40 Days          36 Days


As shown below, our average number of days in inventory at December 31, 2019 is
comparable to December 31, 2018. The variability in days in inventory among our
segments primarily relates to the complexity of

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the production processes, and therefore the length of time it takes to produce end products, as well as seasonal cycles. For comparative purposes, we have provided 2017 numbers below.





                               December 31,     December 31,     December 31,
          Days in Inventory:       2017             2018             2019
          Security Products         76 Days          77 Days          76 Days
          Marine Components         96 Days          91 Days         100 Days
          Total                     79 Days          80 Days          81 Days


Investing activities. Capital expenditures have primarily emphasized improving
our manufacturing facilities and investing in manufacturing equipment, utilizing
new technologies and increased automation of the manufacturing process, to
provide for increased productivity and efficiency in order to meet expected
customer demand and properly maintain our facilities and technology
infrastructure. Capital expenditures were $2.8 million in 2017, $3.1 million in
2018 and $3.2 million in 2019. See Note 2 to our Consolidated Financial
Statements.

Capital expenditures for 2020 are estimated at approximately $4.0 million
primarily to maintain and improve the cost-effectiveness of our facilities and
equipment. Capital spending for 2020 is expected to be funded through cash on
hand and cash generated from operations.

We have entered into an unsecured revolving demand promissory note with Valhi
whereby we have agreed to loan Valhi up to $40 million. Our loan to Valhi, as
amended, bears interest at prime rate plus 1.00%, payable quarterly, with all
principal due on demand, but in any event no earlier than December 31,
2021. Loans made to Valhi at any time under the agreement are at our discretion.
During 2018, Valhi repaid a net $4.2 million under the promissory note for an
outstanding balance of $34.0 million at December 31, 2018 ($46.8 million of
gross borrowings and $51.0 million of gross repayments). During 2019, Valhi
repaid a net $5.9 million under the promissory note for an outstanding balance
of $28.1 million at December 31, 2019 ($34.9 million of gross borrowings and
$40.8 million of gross repayments). See Note 9 to our Consolidated Financial
Statements.

Financing activities. Cash dividends paid totaled $2.5 million ($.20 per share,
or $.05 per share per quarter) in each of 2017 and 2018 and $3.5 million ($.28
per share, or $.07 per share per quarter) in 2019. On February 26, 2020 our
board of directors declared a first quarter 2020 dividend of $.10 per share, to
be paid on March 19, 2020 to CompX stockholders of record as of March 9, 2020.
The declaration and payment of future dividends and the amount thereof, if any,
is discretionary and is 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.  The
amount and timing of past dividends is not necessarily indicative of the amount
or timing of any future dividends which we might pay.

Future Cash Requirements



We believe cash generated from operations together with cash on hand will be
sufficient to meet our liquidity needs for working capital, capital
expenditures, debt service and dividends (if declared) for the next twelve
months and our long term obligations for the next five years. To the extent that
actual operating results or other developments differ materially from our
expectations, our liquidity could be adversely affected.

All of our $63.3 million aggregate cash and cash equivalents at December 31, 2019 were held in the U.S.



We periodically evaluate our liquidity requirements, alternative uses of
capital, capital needs and available resources in view of, among other things,
our capital expenditure requirements, dividend policy and estimated future
operating cash flows. As a result of this process, we have in the past and may
in the future seek to raise additional capital, refinance or restructure
indebtedness, issue additional securities, repurchase shares of our common
stock, modify our dividend policy or take a combination of such steps to manage
our liquidity and capital resources. In the normal course of business, we may
review opportunities for acquisitions, joint ventures or other business
combinations in the component products industry. In the event of any such
transaction, we may consider using available cash, issuing additional equity
securities or increasing our indebtedness or that of our subsidiaries.

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Off balance sheet financing arrangements

Neither we nor any of our subsidiaries or affiliates are parties to any off-balance sheet financing arrangements.

Commitments and contingencies



As more fully described in the notes to the Consolidated Financial Statements,
we are a party to various agreements that contractually and unconditionally
commit us to pay certain amounts in the future. See Note 10 to our Consolidated
Financial Statements. The following table summarizes such contractual
commitments as of December 31, 2019 by the type and date of payment.



                                                           Payments due by period
                                                                                               2025 and
                                    Total         2020        2021-2022       2023-2024          after
                                                               (In thousands)
Operating leases                   $    180     $    123     $        55     $          2     $         -
Purchase obligations                 12,300       12,159             141                -               -
Income taxes                            984          984               -                -               -
Fixed asset acquisitions                243          243               -                -               -

Total contractual cash obligations $ 13,707 $ 13,509 $ 196

$ 2 $ -




The timing and amount shown for our commitments related to operating leases and
fixed asset acquisitions are based upon the contractual payment amount and the
contractual payment date for those commitments. The timing and amount shown for
purchase obligations, which consist of all open purchase orders and contractual
obligations (primarily commitments to purchase raw materials), is also based on
the contractual payment amount and the contractual payment date for those
commitments. The amount shown for income taxes is the consolidated amount of
income taxes payable at December 31, 2019, which is assumed to be paid during
2020. Fixed asset acquisitions include firm purchase commitments for capital
projects.

Recent accounting pronouncements

See Note 12 to our Consolidated Financial Statements.

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