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 electronic 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.

General



This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, as amended.
Statements in this Quarterly Report that are not historical facts are
forward-looking in nature and represent management's beliefs and assumptions
based on currently available information. In some cases, you can identify
forward-looking statements by the use of words such as "believes," "intends,"
"may," "should," "could," "anticipates," "expects" or comparable terminology, or
by discussions of strategies or trends. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we do
not know if these expectations will be correct. Such statements by their nature
involve substantial risks and uncertainties that could significantly impact
expected results. Actual future results could differ materially from those
predicted. The factors that could cause actual future results to differ
materially from those described herein are the risks and uncertainties discussed
in this Quarterly Report and those described from time to time in our other
filings with the SEC and include, but are not limited to, the following:

• Future demand for our products,




    •   Changes in our raw material and other operating costs (such as zinc,
        brass, aluminum, steel and energy costs) and our ability to pass those
        costs on to our customers or offset them with reductions in other
        operating costs,

• Price and product competition from low-cost manufacturing sources (such as

China),


  • The impact of pricing and production decisions,


  • Customer and competitor strategies including substitute products,

• Uncertainties associated with the development of new products and product


        features,


  • Future litigation,


  • Our ability to protect or defend our intellectual property rights,


  • Potential difficulties in integrating future acquisitions,

• Decisions to sell operating assets other than in the ordinary course of

business,

• Environmental matters (such as those requiring emission and discharge

standards for existing and new facilities),

• The ultimate outcome of income tax audits, tax settlement initiatives or

other tax matters, including future tax reform,

• The impact of current or future government regulations (including employee

healthcare benefit related regulations),

• General global economic and political conditions that disrupt or introduce


        instability into our supply chain, impact our customers' level of demand
        or our customers' perception regarding demand or impair our ability to

operate our facilities (including changes in the level of gross domestic

product in various regions of the world, natural disasters, terrorist

acts, global conflicts and public health crises such as COVID-19),

• Operating interruptions (including, but not limited to labor disputes,


        hazardous chemical leaks, natural disasters, fires, explosions,
        unscheduled or unplanned downtime, transportation interruptions,
        cyber-attacks and public health crises such as COVID-19); and

• Possible disruption of our business or increases in the cost of doing

business resulting from terrorist activities or global conflicts.

Should one or more of these risks materialize or if the consequences worsen, or if 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.


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Operating Income Overview



We reported operating income of $5.0 million in the first quarter of 2020
compared to $4.3 million in the same period of 2019. The increase in operating
income from 2019 to 2020 primarily resulted from higher Security Products sales
volumes to existing government security customers and to a lesser extent higher
Marine Components sales to the towboat and center console boat markets.

We sell 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 goods sold and gross profit. In
addition, small variations in period-to-period net sales, cost of goods sold and
gross profit can result from changes in the relative mix of our products sold.

Results of Operations



                                                   Three months ended
                                                        March 31,
                                        2019          %          2020          %
                                                 (Dollars in thousands)
         Net sales                    $ 31,176       100.0 %   $ 32,311       100.0 %
         Cost of sales                  21,552        69.1       21,880        67.7
         Gross margin                    9,624        30.9       10,431        32.3
         Operating costs and expenses    5,334        17.1        5,411        16.8
         Operating income             $  4,290        13.8 %   $  5,020        15.5 %





Net sales. Net sales increased $1.1 million in the first quarter of 2020
compared to the same period in 2019 primarily due to higher Security Products
sales and to a lesser extent higher Marine Components sales. Relative changes in
selling prices did not have a material impact on net sales comparisons.

Cost of sales and gross margin. Cost of sales as a percentage of sales decreased
1.4% in the first quarter of 2020 compared to the same period in 2019 due to the
favorable effects of customer and product mix, partially offset by increased
medical costs for both Security Products and Marine Components. As a result,
gross margin as a percentage of sales increased over the same period. Gross
margin dollars increased due to higher sales for both 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 plant, property and equipment. Operating costs and expenses for
first quarter of 2020 were comparable to the same period in 2019.

Operating income. As a percentage of net sales, operating income for the first
quarter of 2020 increased compared to the same period of 2019 and was primarily
impacted by the factors impacting cost of sales, gross margin and operating
costs discussed above.

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 6 to the
Condensed Consolidated Financial Statements. Our operations are wholly within
the U.S. and therefore our effective income tax rate is primarily reflective of
the U.S. federal statutory rate and applicable state taxes.

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Segment Results

The key performance indicator for our segments is operating income.





                                           Three months ended
                                                March 31,
                                                                          %
                                           2019             2020       Change
                                         (Dollars in thousands)

          Security Products:
          Net sales                    $      24,704      $ 25,469           3 %
          Cost of sales                       16,733        16,911           1
          Gross margin                         7,971         8,558           7
          Operating costs and expenses         2,895         2,845          -2
          Operating income             $       5,076      $  5,713          13


          Gross margin                          32.3 %        33.6 %
          Operating income margin               20.5          22.4




Security Products. Security Products net sales increased 3% in the first quarter
of 2020 compared to the same period last year. The increase in sales is
primarily due to higher sales to existing government security customers,
partially offset by lower sales to transportation and distribution customers.
Gross margin and operating income as a percentage of sales increased in 2020
compared to the same period in 2019 due to favorable customer and product mix on
higher sales, partially offset by increased medical costs.

                                           Three months ended
                                                March 31,
                                                                          %
                                           2019             2020       Change
                                         (Dollars in thousands)

          Marine Components:
          Net sales                    $       6,472       $ 6,842           6 %
          Cost of sales                        4,819         4,969           3
          Gross margin                         1,653         1,873          13
          Operating costs and expenses           752           791           5
          Operating income             $         901       $ 1,082          20


          Gross margin                          25.5 %        27.4 %
          Operating income margin               13.9          15.8


Marine Components. Marine Components net sales increased 6% in the first quarter
of 2020 compared to the same period last year primarily due to increased sales
to the towboat and center console boat markets, partially offset by lower sales
to distribution customers. Gross margin and operating income as a percentage of
sales increased in the first quarter of 2020 compared to the same period last
year due to a favorable customer and product mix on higher sales, partially
offset by increased medical costs.

Outlook. We experienced minimal disruptions to our supply chain or customer base
from COVID-19 during the first quarter of 2020. First quarter sales reflect
continued strong demand for our products, including high-security applications
for our existing government customers as well as our marine products. We have
been identified as an essential business in the states where we operate, and are
considered critical in supplying components to many essential and mandatory
markets. Beginning in late March 2020, we began receiving requests from certain
customers of both our Security Products and Marine Components segments to delay
or postpone shipments, in some cases because our customers' production
facilities have temporarily closed. We operate three facilities, each of which
specializes in certain manufacturing processes and is therefore dependent upon
the other facilities to some extent to manufacture finished goods. With the
onset of COVID-19, within each facility we increased sanitizing, mandated social
distancing and implemented other health and safety protocols. In late April
2020, we temporarily closed our facility that is located outside of

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Chicago, Illinois, which has been considered a COVID-19 "hotspot," due to an
increase of COVID-19 cases in the community. During the closure we completed a
deep clean and sanitization within the facility, and we successfully reopened
the plant and resumed production after a one week pause. We believe the
temporary closure of our Illinois facility will have minimal negative impact on
our ability to manufacture and ship during the second quarter, in part due to
the anticipated decline in demand during the same period.

The advance of the COVID-19 pandemic and the global efforts to mitigate its
spread have already resulted in sharp contractions of vast areas of the global
economy and are expected to continue to challenge workers, businesses and
governments for the foreseeable future. Government actions in various regions to
gradually  permit the  resumption of limited commercial activities  following
various regional shutdowns are currently in progress, but it is believed that
the success and timing of these actions  will depend in part on  deployment
of effective tools to fight COVID-19, including increased testing, enhanced
monitoring, data analysis and effective treatments, before economic growth
returns to pre-pandemic levels, particularly in service related sectors of the
economy. Even as these measures are implemented and become effective, they will
not directly address the business and employment losses already experienced. As
a result, we expect U.S. and worldwide gross domestic product to be
significantly impacted for an indeterminate period.

Based on current conditions, we expect to report reduced revenue and operating
income during the second quarter of 2020 compared to the first quarter of 2020,
but the severity of the decline will depend on customer demand for our products,
including the timing and extent to which our customers restart their operations,
on our customers' perception as to when consumer demand for their products will
return and on any future disruptions in our operations or our suppliers'
operations, all of which are difficult to predict. Our operations teams meet
daily to ensure we are maintaining a safe working environment for all of our
employees, minimizing operational disruptions and managing inventory levels. It
is possible we may temporarily close one or more of our facilities again for the
health and safety of our employees before the COVID-19 crisis is over. We have
significant cash balances of approximately $64.0 million at March 31, 2020, and
we believe we are well positioned to navigate the uncertainty ahead.

Liquidity and Capital Resources

Consolidated cash flows -



Operating activities. Trends in cash flows from operating activities, excluding
changes in assets and liabilities, have generally been similar to the trends in
operating earnings. Changes in assets and liabilities result primarily from the
timing of production, sales and purchases. Changes in assets and liabilities
generally tend to even out over time. However, period-to-period relative changes
in assets and liabilities can significantly affect the comparability of cash
flows from operating activities.

We generally report a net use of cash from operating activities in the first
three months of each year due to seasonal changes in the level of our working
capital. Our net cash used by operating activities for the first three months of
2020 decreased by $1.8 million as compared to the first three months of
2019. The decrease in net cash used is primarily due to the net effects of:

• A $0.7 million increase in operating income in 2020,

• A $0.6 million decrease in interest received in 2020 due to the relative

timing of interest received,

• A $1.0 million decrease in cash paid for taxes in 2020 due to the relative

timing of payments; and

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

receivables, prepaids, payables and non-tax related accruals of

approximately $0.8 million in 2020.




Relative changes in working capital can have a significant effect on cash flows
from operating activities. As shown below, the change in our average days sales
outstanding from December 31, 2019 to March 31, 2020 varied by segment,
primarily as a result of relative changes in the timing of collections. For
comparative purposes, we have provided December 31, 2018 and March 31, 2019
numbers below.



  Days Sales Outstanding:      December 31, 2018   March 31, 2019   December 31, 2019   March 31, 2020
Security Products                   43 Days           48 Days            38 Days           46 Days
Marine Components                   30 Days           34 Days            27 Days           33 Days
Consolidated CompX                  40 Days           45 Days            36 Days           43 Days


Our total average number of days in inventory is comparable from December 31,
2019 to March 31, 2020. The variability in days in inventory among our segments
relates to the differences in the average length of time it takes to produce and
sell end-products. For comparative purposes, we have provided December 31, 2018
and March 31, 2019 numbers below. Marine Components days in inventory was
unusually low at March 31, 2019 as a result of rapid sales growth for Marine
Components which increased average days sales while temporarily limiting
opportunities to strategically restock.

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     Days in Inventory:        December 31, 2018   March 31, 2019   December 31, 2019   March 31, 2020
Security Products                   77 Days           81 Days            76 Days           78 Days
Marine Components                   91 Days           68 Days           100 Days           82 Days
Consolidated CompX                  80 Days           78 Days            81 Days           79 Days




Investing activities. Our capital expenditures were $0.4 million in the first
three months of 2020 and 2019. During the first three months of 2020, Valhi
repaid a net $2.6 million under the promissory note ($15.6 million of gross
borrowings and $18.2 million of gross repayments). During the first three months
of 2019, Valhi borrowed a net $6.0 million under the promissory note ($17.4
million of gross borrowings and $11.4 million of gross repayments). See Note 8
to the Condensed Consolidated Financial Statements.

Financing activities. Financing activities consisted only of quarterly cash
dividends. In February 2020, our board of directors increased our regular
quarterly dividend from $.07 per share to $.10 per share beginning in the first
quarter of 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 -

Liquidity. Our primary source of liquidity on an ongoing 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, investment activities or reducing our outstanding
stock, (iii) provide for the payment of dividends (if declared), and (iv) lend
to affiliates. From time-to-time, we will incur indebtedness, primarily to fund
capital expenditures or business combinations.

Periodically, we evaluate 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, 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.

We believe that cash generated from operations together with cash on hand, as
well as our ability to obtain external financing, will be sufficient to meet our
liquidity needs for working capital, capital expenditures, debt service,
dividends (if declared) and any amounts we might loan from time to time under
the terms of our revolving loan to Valhi discussed in Note 8 to our Condensed
Consolidated Financial Statements (which loans would be solely at our
discretion) for both the next 12 months and five years. To the extent that our
actual operating results or other developments differ from our expectations, our
liquidity could be adversely affected.

All of our $64.0 million aggregate cash and cash equivalents at March 31, 2020 were held in the U.S.



Capital Expenditures. Firm purchase commitments for capital projects in process
at March 31, 2020 totaled $0.5 million. Our 2020 capital investments are limited
to those expenditures required to meet our expected customer demand and those
required to properly maintain our facilities and technology infrastructure.

Commitments and Contingencies. There have been no material changes in our contractual obligations since we filed our 2019 Annual Report and we refer you to that report for a complete description of these commitments.

Off-balance sheet financing arrangements -

We do not have any off-balance sheet financing agreements.

Recent accounting pronouncements -

See Note 9 to our Condensed Consolidated Financial Statements.


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Critical accounting policies -



There have been no changes in the first three months of 2020 with respect to our
critical accounting policies presented in Management's Discussion and Analysis
of Financial Condition and Results of Operations in our 2019 Annual Report.

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