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, trim tabs and related hardware and accessories 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



In the first quarter of 2021 operating income increased to $5.8 million compared
to $5.0 million in the first quarter of 2020, before our sales volumes and
operations had been significantly affected by the COVID-19 pandemic. The
increase in operating income in the first quarter of 2021 compared to 2020
primarily resulted from higher Marine Components sales to the towboat market. We
sustained the greatest negative operating impact from COVID-19 in the second
quarter of 2020 to both of our business segments. Beginning in the third quarter
of 2020 and continuing through the first quarter of 2021, Marine Components
experienced a significant recovery in sales, while Security Products sales
generally improved sequentially, though not to pre-pandemic levels.

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,
                               2020          %          2021          %
                                        (Dollars in thousands)
Net sales                    $ 32,311       100.0 %   $ 35,924       100.0 %
Cost of sales                  21,880        67.7       24,889        69.3
Gross margin                   10,431        32.3       11,035        30.7

Operating costs and expenses 5,411 16.8 5,218 14.5 Operating income

$  5,020        15.5 %   $  5,817        16.2 %




Net sales. Net sales increased $3.6 million in the first quarter of 2021
compared to the same period in 2020 primarily due to higher Marine Component
sales and to a lesser extent higher Security Products 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 increased
1.6% in the first quarter of 2021 compared to the same period in 2020. As a
result, gross margin as a percentage of sales decreased over the same period.
Gross margin percentage decreased in the first quarter of 2021 compared to the
same period in 2020 due to the decline in the Security Products gross margin
percentage partially offset by a slight increase in the Marine Components gross
margin percentage. See segment discussion below.

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 property and equipment. Operating costs and expenses for the first
quarter of 2021 were lower than the same period in 2020 primarily due to lower
employer paid medical costs as well as lower travel related expenses. Operating
costs and expenses as a percentage of net sales decreased in 2021 due to lower
costs and higher sales.

Operating income. As a percentage of net sales, operating income for the first
quarter of 2021 increased compared to the same period of 2020 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.

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Segment Results

The key performance indicator for our segments is operating income.





                                 Three months ended
                                      March 31,
                                                                %
                                 2020             2021       Change
                               (Dollars in thousands)

Security Products:
Net sales                    $      25,469      $ 25,885           2 %
Cost of sales                       16,911        17,652           4
Gross margin                         8,558         8,233          (4 )
Operating costs and expenses         2,845         2,743          (4 )
Operating income             $       5,713      $  5,490          (4 )


Gross margin                          33.6 %        31.8 %
Operating income margin               22.4          21.2




Security Products. Security Products net sales increased 2% in the first quarter
of 2021 compared to the same period last year. This increase in sales is
primarily due to $0.7 million of higher sales to the transportation market and
$0.5 million of higher sales to the government security market, partially offset
by lower sales to markets that continue to be slower to recover from the effects
of the COVID-19 pandemic, including $0.4 million of lower sales to distribution
customers and $0.3 million of lower sales to the office furniture market. Gross
margin and operating income margin for the first quarter of 2021 declined as
compared to 2020 primarily due to higher cost inventory produced during the
fourth quarter of 2020 and sold in the first quarter of 2021. Security Products
inventory produced during the fourth quarter of 2020 had a higher carrying value
compared to the same period in 2019 due to higher cost per unit of production as
a result of lower production volumes during the fourth quarter of 2020. This
negatively impacted our gross margin and operating income margin as this higher
cost inventory was sold during the first quarter of 2021. Additionally, gross
margin and operating income margin were favorably impacted by lower employer
paid medical costs of $0.7 million during the first quarter of 2021 compared to
2020.

                                 Three months ended
                                      March 31,
                                                                %
                                 2020             2021       Change
                               (Dollars in thousands)

Marine Components:
Net sales                    $      6,842       $ 10,039          47 %
Cost of sales                       4,969          7,237          46
Gross margin                        1,873          2,802          50
Operating costs and expenses          791            859           9
Operating income             $      1,082       $  1,943          80


Gross margin                         27.4 %         27.9 %
Operating income margin              15.8           19.4


Marine Components. Marine Components net sales increased 47% in the first
quarter of 2021 compared to the same period last year primarily due to increased
sales of $2.7 million to the towboat market, primarily wake enhancements systems
and surf pipes to original equipment boat manufacturers. Marine Components
continues to benefit from an overall increase in demand in the recreational
marine market which began in late spring 2020. Gross margin and operating income
as a percentage of sales increased in the first quarter of 2021 compared to the
same period last year due to a favorable customer and product mix and increased
coverage of fixed costs on higher sales as well as decreased employer paid
medical costs.

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Outlook. We first began to feel the effects of the COVID-19 pandemic in late
March 2020 when 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. The
second quarter of 2020 sustained the greatest impact from COVID-19, but its
effects continued to be felt through most of the remainder of the year. In the
second half of 2020, our sales began to recover from the historically low levels
we experienced during the second quarter of 2020, with sales steadily improving
for the remainder of the year and through the first quarter of 2021. In the
first quarter of 2021, our manufacturing operations maintained normal production
rates in-line with improved demand, although our Security Products segment still
has some markets which continue to be slower to recover, particularly
distributors and office furniture. Our supply chains remain intact although we
have been moderately impacted by recent global and domestic supply chain
disruptions. Thus far our operations team has been able to manage through these
disruptions with minimal impact on our operations. Most of the markets we serve
continue to recover, and we communicate closely with all our customers to
monitor order levels. Marine Component segment sales outpaced prior year as
demand for recreational boats increased as people sought socially distanced,
outdoor activities. We expect this trend to continue during the remainder of
2021.

Considerable effort continues at all our locations to manage COVID-19 conditions
including enhanced health and safety protocols and cleaning and disinfecting
efforts. Throughout the course of the COVID-19 pandemic, we have focused our
efforts on maintaining efficient operations while closely managing our expenses.
The advance of the COVID-19 pandemic and the global efforts to mitigate its
spread are expected to continue to challenge workers, businesses and governments
during 2021. The success and timing of mitigating actions depends in part
on continued deployment of effective tools to fight COVID-19, including
effective treatments and vaccine distribution, before economies are likely to
return to normal. In this regard, as part of our health and safety procedures,
we are encouraging our employees to receive a COVID-19 vaccine and have offered
paid time off to hourly employees to facilitate participation.

Based on current conditions, we expect to report increased revenue and operating
income in 2021 compared to 2020, despite some markets of the Security Products
Segment that have not fully recovered to pre-pandemic levels. As a result, we
expect to continue to experience higher fixed costs per unit of production
during 2021 which will continue to challenge gross margins in the segment. The
impact of COVID-19 on 2021 will depend on customer demand for our products,
including the timing and extent to which our customers' operations may be
impacted, on our customers' perception as to consumer demand for their products
and on any future disruptions in our operations or our suppliers' operations,
all of which are difficult to predict. As noted above, there are global supply
chain disruptions and certain of our customers have experienced temporary pauses
in their operations as a result of these disruptions. Thus far these pauses have
not had a material negative effect on our sales. Our operations teams meet
frequently to ensure we are taking appropriate actions to maintain a safe
working environment for all our employees, minimize material or supply related
operational disruptions, manage inventory levels and improve operating margins.
We are constantly evaluating our staffing levels and we believe our current
staffing levels are aligned with our sales and production forecasts.


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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
2021 increased by $2.2 million as compared to the first three months of
2020. The increase in net cash used is primarily due to the net effects of:

• A $0.8 million increase in operating income in 2021,

• A $0.3 million decrease in interest received in 2021 due to lower average

interest rates and to a lesser extent a lower average affiliate receivable

balance,

• A $0.4 million increase in cash paid for taxes in 2021 due to the relative

timing of payments; and

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

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

approximately $2.2 million in 2021.




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, 2020 to March 31, 2021 varied by segment,
primarily as a result of relative changes in the timing of collections but is
consistent with prior year. For comparative purposes, we have provided
December 31, 2019 and March 31, 2020 numbers below.



  Days Sales Outstanding:      December 31, 2019   March 31, 2020   December 31, 2020   March 31, 2021
Security Products                   38 Days           46 Days            35 Days           46 Days
Marine Components                   27 Days           33 Days            24 Days           33 Days
Consolidated CompX                  36 Days           43 Days            33 Days           43 Days




Our total average number of days in inventory decreased from December 31, 2020
to March 31, 2021, particularly for Marine Components. The average number of
days in inventory for Marine Components decreased primarily as a result of rapid
sales growth in the first quarter of 2021. For comparative purposes, we have
provided December 31, 2019 and March 31, 2020 numbers below.



     Days in Inventory:        December 31, 2019   March 31, 2020   December 31, 2020   March 31, 2021
Security Products                   76 Days           78 Days            75 Days           72 Days
Marine Components                  100 Days           82 Days            75 Days           54 Days
Consolidated CompX                  81 Days           79 Days            75 Days           66 Days




Investing activities. Our capital expenditures were $0.6 million and $0.4
million in the first three months of 2021 and 2020, respectively. During the
first three months of 2021, Valhi repaid a net $0.3 million under the promissory
note ($11.6 million of gross borrowings and $11.9 million of gross repayments).
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). See Note 9 to the Condensed Consolidated Financial Statements.

Financing activities. In March 2021, our board of directors increased our
regular quarterly dividend from $.10 per share to $.20 per share beginning in
the first quarter of 2021. 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.

In addition, during the first three months of 2021, we acquired 50,000 shares of our Class A common stock in a market transaction for $0.8 million.


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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 9 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 $64.7 million aggregate cash and cash equivalents at March 31, 2021 were held in the U.S.



Capital expenditures. Firm purchase commitments for capital projects in process
at March 31, 2021 totaled $0.5 million. Our 2021 capital investments are
primarily expenditures to meet our expected customer demand, improve efficiency
and properly maintain our facilities and technology infrastructure.

Stock repurchase program. During the first quarter of 2021, we purchased 50,000
shares of our Class A common stock in a market transaction. At March 31, 2021,
we have 627,547 shares available for repurchase under a stock repurchase program
authorized by our board of directors. See Note 7 to our Condensed Consolidated
Financial Statements.

Commitments and contingencies. There have been no material changes in our contractual obligations since we filed our 2020 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 -

None.

Critical accounting policies -



There have been no changes in the first three months of 2021 with respect to our
critical accounting policies presented in Management's Discussion and Analysis
of Financial Condition and Results of Operations in our 2020 Annual Report.

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