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 experienced normal sales volumes and operations during the first quarter of
2020. Beginning in late March 2020 as a result of the COVID-19 pandemic, we
began receiving requests from certain customers of both our Security Products
and Marine Components segments to postpone shipments, in some cases because our
customers' production facilities were 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 enhanced
cleaning and sanitization procedures, mandated social distancing and implemented
other health and safety protocols. In late April, we closed our Chicago area
location for one week due to COVID-19 activity in the area. The temporary
closure of our Illinois facility had a minimal negative impact on our ability to
manufacture and ship during the second quarter due to the decline in demand
during the same period.

Second quarter 2020 net sales and operating income were significantly impacted
by reduced demand for our products as a result of orders postponed at the
request of our original equipment manufacturing customers and distributors. We
reported operating income of $2.4 million in the second quarter of 2020 compared
to $5.6 million in the same period of 2019. Operating income for the first six
months of 2020 was $7.4 million compared to $9.9 million for the comparable
period in 2019.

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.

Results of Operations



                                          Three months ended
                                               June 30,
                               2019          %          2020          %
                                        (Dollars in thousands)
Net sales                    $ 33,730       100.0 %   $ 23,800       100.0 %
Cost of sales                  22,791        67.6       16,434        69.1
Gross margin                   10,939        32.4        7,366        30.9
Operating costs and expenses    5,317        15.7        4,997        20.9
Operating income             $  5,622        16.7 %   $  2,369        10.0 %

                                           Six months ended
                                               June 30,
                               2019          %          2020          %
                                        (Dollars in thousands)

Net sales                    $ 64,907       100.0 %   $ 56,111       100.0 %
Cost of goods sold             44,344        68.3       38,314        68.3
Gross margin                   20,563        31.7       17,797        31.7

Operating costs and expenses 10,650 16.4 10,408 18.5 Operating income

$  9,913        15.3 %   $  7,389        13.2 %




Net sales. Net sales decreased $9.9 million and $8.8 million in the second
quarter and for the first six months of 2020, respectively, compared to the same
periods in 2019. The significant decrease in sales is due to lower sales volumes
at both of our segments in the second quarter of 2020 as many of our customers
were temporarily closed or reduced production during the quarter due to
government ordered closures or reduced demand resulting from the COVID-19
pandemic. 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 for the
second quarter of 2020 was 1.5% higher than the same period in 2019. 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 both
Security Products and Marine Components gross margin percentage for the second
quarter. See segment discussion below. Cost of sales and gross margin as a
percentage of sales for the first six months of 2020 is comparable to the same
period in 2019.

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

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the second quarter and first six months of 2020 were lower than the same periods
last year, particularly travel and advertising costs which declined by $0.2
million for the second quarter compared to the same prior year period. Operating
costs and expenses as a percentage of net sales increased in both periods due to
the lower sales.

Operating income. As a percentage of net sales, operating income for the second
quarter and first six months of 2020 decreased compared to the same periods of
2019 and was primarily impacted by the factors impacting cost of goods sold,
gross margin and operating costs. See segment discussion below.

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.

Segment Results

The key performance indicator for our segments is operating income.





                                  Three months ended                             Six months ended
                                       June 30,                                      June 30,
                                                                 %                                             %
                                 2019             2020         Change          2019             2020         Change
                                (Dollars in thousands)                        (Dollars in thousands)

Security Products:
Net sales                    $      26,927      $  18,573          -31 %   $     51,631       $  44,042          -15 %
Cost of sales                       18,000         12,679          -30           34,733          29,590          -15
Gross margin                         8,927          5,894          -34           16,898          14,452          -14
Operating costs and expenses         2,879          2,533          -12            5,774           5,378           -7
Operating income             $       6,048      $   3,361          -44     $     11,124       $   9,074          -18


Gross margin                          33.2 %         31.7 %                        32.7 %          32.8 %
Operating income margin               22.5           18.1                          21.5 %          20.6




Security Products. Security Products net sales in the second quarter of 2020
decreased 31% compared to the same period in 2019 due to reduced demand
attributed to COVID-19 as discussed above. Relative to prior year, we
experienced $2.5 million lower sales to the government security market, $2.4
million in lower sales to the transportation market, and $1.4 million in lower
sales to distribution customers during the quarter. Security Products net sales
decreased 15% in the first six months of 2020 compared to the same period last
year due to the lower second quarter 2020 sales. Gross margin as a percentage of
net sales for the second quarter declined as compared to the same period last
year due to less favorable customer and product mix and reduced fixed cost
coverage from lower production and sales volumes. Gross margin as a percentage
of net sales for the first six months of 2020 is comparable to the same period
last year. Operating costs and expenses decreased in the second quarter and the
first six months of 2020 compared to the same periods last year predominantly
due to decreased second quarter expenses related to travel, certain employee
benefits expenses, and cancelled or postponed advertising expenses which were
$0.3 million lower in aggregate for the second quarter of 2020 compared to the
same period in 2019. Operating income as a percentage of net sales for the
second quarter and first six months of 2020 decreased compared to the same
periods of 2019 as a result of the factors impacting gross margin for the second
quarter as well as reduced coverage of operating costs and expenses from lower
sales for both comparative periods.



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                                  Three months ended                              Six months ended
                                       June 30,                                       June 30,
                                                                  %                                             %
                                 2019              2020         Change          2019             2020         Change
                                (Dollars in thousands)                         (Dollars in thousands)

Marine Components:
Net sales                    $       6,803       $   5,227          -23 %   $     13,276       $  12,069           -9 %
Cost of sales                        4,791           3,755          -22            9,611           8,724           -9
Gross margin                         2,012           1,472          -27            3,665           3,345           -9
Operating costs and expenses           732             673           -8            1,484           1,464           -1
Operating income             $       1,280       $     799          -38     $      2,181       $   1,881          -14


Gross margin                          29.6 %          28.2 %                        27.6 %          27.7 %
Operating income margin               18.8            15.3                          16.4            15.6


Marine Components. Marine Components net sales in the second quarter of 2020
decreased 23% compared to the same period in 2019 due to COVID-19 related
reduced demand as discussed above. During the quarter, we experienced $0.8
million lower sales to the towboat market, $0.4 million in lower sales to the
engine manufacturing market, and $0.3 million in lower sales to the industrial
market as compared to 2019. Marine Components net sales decreased 9% in the
first six months of 2020 compared to the same period last year due to the lower
second quarter 2020 sales. As a percentage of net sales, gross margin and
operating income decreased in the second quarter of 2020 compared to the same
period in 2019 due to reduced overhead coverage from lower production and sales
volumes. Gross margin percentage for the first six months of 2020 is comparable
to the same period last year. Operating income as a percentage of net sales
decreased in the first six months of 2020 compared to the same periods in the
prior year due to reduced coverage of operating cost and expenses on lower
sales.

Outlook. In the second quarter of 2020, the COVID-19 pandemic created multiple
challenges, both in our operations and from the reduced demand for our products.
Both global and domestic supply chains remain intact and we have experienced
minimal supply chain disruptions. We continue to work closely with all of our
customers and monitor their progress as they continue to adjust their
operations. While some of our customers expect to recover quickly, others expect
to take longer to recover, including transportation, office furniture and
cabinetry manufacturers.



Considerable effort continues at all of our locations to manage current COVID-19
conditions including, enhanced health and safety protocols and additional
cleaning and disinfecting efforts. After the temporary closure in late April
2020 at our manufacturing facility outside of Chicago, Illinois, we have been
able to operate the facility at normal operating rates. Throughout the course of
the COVID-19 pandemic, we have focused our efforts on maintaining efficient
operations, while closely managing our expenses and capital projects. In this
regard we are constantly evaluating our staffing levels and have recently
reduced production staffing levels to adjust to anticipated levels of demand for
the second half of 2020.

The advance of the COVID-19 pandemic and the global efforts to mitigate its
spread have 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 have
generally permitted the gradual resumption of commercial activities following
various regional shutdowns, but further government action restricting economic
activity is possible in an effort to mitigate increases in COVID-19 cases in
certain regions. The success and timing of these mitigating actions will depend
in part on deployment of effective tools to fight COVID-19, including increased
testing, enhanced monitoring, data analysis, effective treatments and a safe
vaccine, before economic growth is likely to return to pre-pandemic levels. 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 in 2020 compared to 2019. We believe the second quarter of 2020 will be
the period most impacted by COVID-19 but the severity of the impact on the
remainder of the year will depend on customer demand for our products, including
the timing and extent to which our customers operations continue to be impacted,
on our customers' perception as to when consumer demand for their products will
return to pre-pandemic levels 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 taking appropriate actions to maintain a safe
working environment for all of our employees, minimize operational disruptions
and manage inventory levels. We increased inventory at both of our segments
during the second quarter of 2020 to keep our workforce productive by focusing
on high-demand products and components. We expect inventory balances will
decline over the

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remainder of the year as we align our production to current demand 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 $62.5 million at June 30, 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.

Net cash provided by operating activities for the first six months of 2020
decreased by $1.0 million as compared to the first six months of 2019. Changes
in working capital were not material. The decrease is primarily due to the net
effects of:

• A $2.5 million decrease in operating income in 2020,

• A $0.7 million decrease in interest received in 2020 due to the relative

timing of interest received, and

• A $2.1 million decrease in cash paid for taxes in 2020 due to the relative

timing of payments and lower operating income.




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 June 30, 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 June 30, 2019 numbers.



  Days Sales Outstanding:      December 31, 2018   June 30, 2019   December 31, 2019   June 30, 2020
Security Products                   43 Days           42 Days           38 Days           44 Days
Marine Components                   30 Days           31 Days           27 Days           40 Days
Consolidated CompX                  40 Days           40 Days           36 Days           43 Days


Our total average number of days in inventory increased from December 31, 2019
to June 30, 2020 as a result of an intentional inventory build during the second
quarter of 2020 to keep trained and tenured employees productive. 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 June 30, 2019
numbers below.



     Days in Inventory:        December 31, 2018   June 30, 2019   December 31, 2019   June 30, 2020
Security Products                   77 Days           70 Days           76 Days          120 Days
Marine Components                   91 Days           75 Days          100 Days          125 Days
Consolidated CompX                  80 Days           71 Days           81 Days          121 Days




Investing activities. Our capital expenditures were $0.9 million in the first
six months of 2020 compared to $1.8 million in the first six months of 2019 as
we have limited expenditures to those required to meet our expected customer
demand and those required to properly maintain our facilities and technology
infrastructure as a result of the COVID-19 pandemic. During the first six months
of 2020, Valhi borrowed a net $2.4 million under the promissory note ($23.0
million of gross borrowings and $20.6 million of gross repayments). During the
first six months of 2019, Valhi borrowed a net $6.0 million under the promissory
note ($28.1 million of gross borrowings and $22.1 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.

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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 $62.5 million aggregate cash and cash equivalents at June 30, 2020 were held in the U.S.



Capital Expenditures. Firm purchase commitments for capital projects in process
at June 30, 2020 totaled $0.4 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. It
is possible we will curtail or eliminate planned capital projects based on
market conditions.

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.

Critical accounting policies -



There have been no changes in the first six 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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