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Form 10Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2012

Commission file number 1-13905

COMPX INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)


Delaware		57-0981653
(State or other jurisdiction of Incorporation or organization)		(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1700, Three Lincoln Centre, Dallas, Texas		75240-2697
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (972) 448-1400

Indicate by checkmark:

Whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

Number of shares of common stock outstanding on May 3, 2012:


Class A:			2,386,107
Class B:			10,000,000

COMPX INTERNATIONAL INC.

Index


		Page

Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – December 31, 2011 and March 31, 2012 (unaudited)	3

	Condensed Consolidated Statements of Income - Three months ended March 31, 2011 and 2012 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income - Three months ended March 31, 2011 and 2012 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows - Three months ended March 31, 2011 and 2012 (unaudited)	7

	Condensed Consolidated Statement of Stockholders’ Equity Three months ended March 31, 2012 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	21

Item 4.	Controls and Procedures	21

Part II.	OTHER INFORMATION

Item 1A.	Risk Factors	23

Item 6.	Exhibits	23

Items 2, 3, 4 and 5 of Part II are omitted because there is no information to report.

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COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	December 31, 2011		March 31, 2012
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	10,081	$	4,155
Accounts receivable, net		14,246		15,527
Inventories, net		19,578		19,661
Deferred income taxes		2,495		2,495
Prepaid expenses and other		1,025		2,063


Total current assets		47,425		43,901


Other assets:
Goodwill		34,186		34,380
Other intangible assets		2,045		1,924
Assets held for sale		6,649		6,649
Other assets		94		129


Total other assets		42,974		43,082


Property and equipment:
Land		11,321		11,465
Buildings		32,255		32,542
Equipment		124,100		124,576
Construction in progress		1,477		1,350

		169,153		169,933

Less accumulated depreciation		118,026		118,875


Net property and equipment		51,127		51,058


Total assets	$	141,526	$	138,041

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COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands)


	December 31, 2011		March 31, 2012
			(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of note payable to affiliate	$	1,000	$	1,000
Accounts payable and accrued liabilities		16,240		13,075
Income taxes payable to affiliate		194		239
Income taxes		1,326		448


Total current liabilities		18,760		14,762


Noncurrent liabilities:
Long-term debt		23,185		22,233
Deferred income taxes		14,166		14,749
Other		705		747


Total noncurrent liabilities		38,056		37,729


Stockholders’ equity:
Preferred stock		—		—
Class A common stock		24		24
Class B common stock		100		100
Additional paid-in capital		55,125		55,125
Retained earnings		17,967		17,942
Accumulated other comprehensive income		11,494		12,359


Total stockholders’ equity		84,710		85,550


Total liabilities and stockholders’ equity	$	141,526	$	138,041

Commitments and contingencies (Note 1)

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)


	Three months ended March 31,
	2011			2012
	(unaudited)
Net sales	$	34,777		$	35,531
Cost of goods sold		26,096			26,057


Gross profit		8,681			9,474

Selling, general and administrative expense		6,156			6,565
Other operating income (expense):
Litigation settlement gain		7,468			—
Litigation expense		(227	)		—
Facility consolidation costs		(1,006	)		—


Operating income		8,760			2,909

Other non-operating income, net		130			5
Interest expense		(212	)		(162	)


Income before income taxes		8,678			2,752

Provision for income taxes		4,687			1,229


Net income	$	3,991		$	1,523


Basic and diluted income per common share	$	.32		$	.12


Cash dividends per share	$	.125		$	.125


Shares used in the calculation of basic and diluted Income per share		12,375			12,386

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)


	Three months ended March 31,
	2011		2012
	(unaudited)

Net income	$	3,991	$	1,523

Other comprehensive income, net of tax:
Currency translation adjustment		165		571

Impact from cash flow hedges, net		132		294


Total other comprehensive income, net		297		865


Comprehensive income	$	4,288	$	2,388

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Three months ended March 31,
	2011			2012
	(unaudited)
Cash flows from operating activities:
Net income	$	3,991		$	1,523
Depreciation and amortization		1,748			1,434
Deferred income taxes		1,833			381
Other, net		147			70
Change in assets and liabilities:
Accounts receivable, net		(1,126	)		(1,079	)
Inventories, net		(992	)		(9	)
Accounts payable and accrued liabilities		(4,877	)		(3,633	)
Accounts with affiliates		(187	)		45
Income taxes		832			(1,264	)
Other, net		(1,224	)		(330	)


Net cash provided by (used in) operating activities		145			(2,862	)


Cash flows from investing activities -
Capital expenditures		(575	)		(600	)


Cash flows from financing activities:
Dividends paid		(1,547	)		(1,548	)
Repayment of long-term debt		(3,000	)		—
Repayment of loan from affiliate		(4,250	)		(1,000	)
Other, net		—			(27	)


Net cash used in financing activities		(8,797	)		(2,575	)


Cash and cash equivalents – net change from:
Operating, investing and financing activities		(9,227	)		(6,037	)
Currency translation		(28	)		111
Cash and cash equivalents at beginning of period		13,919			10,081


Cash and cash equivalents at end of period	$	4,664		$	4,155


Supplemental disclosures – cash paid for:
Interest	$	1,072		$	55
Income taxes paid, net		2,263			2,067

Non-cash investing and financing activity – Accrual for capital expenditures	$	133		$	311

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three months ended March 31, 2012

(In thousands)

(unaudited)


	Common Stock				Additional paid-in capital		Retained earnings			Accumulated other comprehensive income				Total stockholders’ equity
	Class A		Class B		Additional paid-in capital		Retained earnings			Currency translation		Hedging derivatives		Total stockholders’ equity

Balance at December 31, 2011	$	24	$	100	$	55,125	$	17,967		$	11,490	$	4	$	84,710

Net income		—		—		—		1,523			—		—		1,523

Other comprehensive income, net		—		—		—		—			571		294		865

Cash dividends		—		—		—		(1,548	)		—		—		(1,548	)


Balance at March 31, 2012	$	24	$	100	$	55,125	$	17,942		$	12,061	$	298	$	85,550

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMPX INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

(unaudited)

Note 1 – Organization and basis of presentation:

Organization. We (AMEX: CIX) are 87% owned by NL Industries, Inc. (NYSE: NL) at March 31, 2012. We manufacture and sell component products (security products, precision ball bearing slides, ergonomic computer support systems, and performance marine components). At March 31, 2012, (i) Valhi, Inc. (NYSE: VHI) held approximately 83% of NL’s outstanding common stock and (ii) Contran Corporation (“Contran”) and its subsidiaries held an aggregate of approximately 95% of Valhi’s outstanding common stock. Substantially all of Contran’s outstanding voting stock is held by trusts established for the benefit of certain children and grandchildren of Harold C. Simmons (of which Mr. Simmons is sole trustee), or is held directly by Mr. Simmons or other persons or companies related to Mr. Simmons. Consequently, Mr. Simmons may be deemed to control each of the companies and us.

Basis of presentation. Consolidated in this Quarterly Report are the results of CompX International Inc. and its subsidiaries. The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011 that we filed with the Securities and Exchange Commission (“SEC”) on March 2, 2012 (the “2011 Annual Report”). In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to state fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. We have condensed the Consolidated Balance Sheet at December 31, 2011 contained in this Quarterly Report as compared to our audited Consolidated Financial Statements at that date, and we have omitted certain information and footnote disclosures (including those related to the Consolidated Balance Sheet at December 31, 2011) normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results of operations for the interim period ended March 31, 2012 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our 2011 Consolidated Financial Statements contained in our 2011 Annual Report.

Unless otherwise indicated, references in this report to “we”, “us” or “our” refer to CompX International Inc. and its subsidiaries, taken as a whole.

- 9 -

Note 2 – Business segment information:


	Three months ended March 31,
	2011			2012
	(In thousands)
Net sales:
Security Products	$	17,788		$	18,195
Furniture Components		14,895			15,103
Marine Components		2,094			2,233


Total net sales	$	34,777		$	35,531


Operating income:
Security Products	$	3,574		$	3,471
Furniture Components		6,874	^(a)		1,325
Marine Components		(355	)		(250	)
Corporate operating expenses		(1,333	)		(1,637	)


Total operating income		8,760			2,909

Other non-operating income, net		130			5
Interest expense		(212	)		(162	)


Income before income taxes	$	8,678		$	2,752

Intersegment sales are not material.

(a)	Furniture Components operating income in 2011 includes: (i) a patent litigation settlement gain of $7.5 million, (ii) patent litigation expenses of $227,000, and (iii) facility consolidation costs of approximately $1.0 million for a total net positive impact of $6.2 million.

Note 3 – Inventories, net:


	December 31, 2011		March 31, 2012
	(In thousands)
Raw materials:
Security Products	$	2,510	$	2,353
Furniture Components		3,314		3,553
Marine Components		933		886


Total raw materials		6,757		6,792


Work-in-process:
Security Products		5,778		5,778
Furniture Components		1,260		1,351
Marine Components		399		432


Total work-in-process		7,437		7,561


Finished goods:
Security Products		1,700		1,602
Furniture Components		2,994		3,076
Marine Components		690		630


Total finished goods		5,384		5,308


Total inventories, net	$	19,578	$	19,661

- 10 -

Note 4 – Accounts payable and accrued liabilities:


	December 31, 2011		March 31, 2012
	(In thousands)
Accounts payable	$	6,203	$	5,789
Accrued liabilities:
Employee benefits		7,764		4,791
Taxes other than on income		401		569
Insurance		372		366
Customer tooling		425		346
Professional		242		254
Other		833		960


Total	$	16,240	$	13,075

Note 5 – Long-term debt:


	December 31, 2011		March 31, 2012
	(In thousands)
Revolving bank credit facility	$	1,955	$	2,003
Promissory note payable to affiliate		22,230		21,230


Total debt		24,185		23,233
Less current maturities		1,000		1,000


Total long-term debt	$	23,185	$	22,233

During the first quarter of 2012, we prepaid $1.0 million of principal on the promissory note payable to affiliate. The average interest rates on the promissory note and the revolving bank credit facility for the first quarter of 2012 were 1.6% and 3.4%, respectively.

Note 6 – Provision for income taxes:


	Three months ended March 31,
	2011			2012
	(In thousands)
Expected tax expense, at the U.S. federal statutory income tax rate of 35%	$	3,037		$	963
Non–U.S. tax rates		(711	)		(166	)
Incremental tax on earnings of non-U.S. companies		2,318			378
State income taxes and other, net		43			54


Total income tax expense	$	4,687		$	1,229

In the first quarter of 2011, we recognized a $2.1 million provision for deferred income taxes related to the undistributed earnings of our Canadian subsidiary attributable to the 2011 $7.5 million patent litigation settlement gain.

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Note 7 – Financial instruments:

The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure:

December 31,
2011

March 31,
2012

Carrying
amount

Fair
value

Carrying
amount

Fair
value

(In thousands)

Cash and cash equivalents

10,081

4,155

Accounts receivable, net

14,246

15,527

Accounts payable

6,203

5,789

Long-term debt – (including current maturities)

24,185

23,233

Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. The fair value of our variable-rate long-term debt is deemed to approximate book value and is a Level 2 input as defined by ASC Topic 820-10-35.

We periodically use currency forward contracts to manage a portion of currency exchange rate market risk associated with receivables, or similar exchange rate risk associated with future sales, denominated in a currency other than the holder’s functional currency. We have not entered into these contracts for trading or speculative purposes in the past, nor do we anticipate entering into such contracts for trading or speculative purposes in the future. Most of our currency forward contracts meet the criteria for hedge accounting under GAAP and are designated as cash flow hedges. For these currency forward contracts, gains and losses representing the effective portion of our hedges are deferred as a component of accumulated other comprehensive income, and are subsequently recognized in earnings at the time the hedged item affects earnings. Occasionally, we enter into currency forward contracts which do not meet the criteria for hedge accounting. For these contracts, we mark-to-market the estimated fair value of the contracts at each balance sheet date based on quoted market prices for the forward contracts, with any resulting gain or loss recognized in income currently as part of net currency transactions. The quoted market prices for the forward contracts are a Level 1 input as defined by ASC Topic 820-10-35.

At March 31, 2012, we held a series of contracts to exchange an aggregate of U.S. $13.3 million for an equivalent value of Canadian dollars at exchange rates ranging from Cdn. $1.03 to Cdn. $0.99. per U.S. dollar. These contracts qualified for hedge accounting and mature through December 2012. The exchange rate was Cdn. $1.00 per U.S. dollar at March 31, 2012. The estimated fair value of the contracts based on quoted market prices was an asset of approximately $315,000 at March 31, 2012. At December 31, 2011, we held a series of contracts to exchange an aggregate of U.S. $17.9 million for an equivalent value of Canadian dollars at exchange rates ranging from Cdn. $1.03 to Cdn. $0.99 per U.S. dollar. These contracts qualified for hedge accounting and mature through December 2012. The exchange rate was Cdn. $1.02 per U.S. dollar at December 31, 2011. The estimated fair value of the contracts based on quoted market prices was a liability of approximately $19,000 at December 31, 2011.

Note 8 – Recent accounting pronouncements:

In June 2011 the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income. ASU 2011-05 eliminates the option of presenting comprehensive income

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as a component of the Consolidated Statement of Stockholders’ Equity and instead requires comprehensive income to be presented as a component of the Consolidated Statement of Income or in a separate Consolidated Statement of Comprehensive Income immediately following the Consolidated Statement of Income. In accordance with ASU 2011-05, we now present our comprehensive income in a separate Condensed Consolidated Statement of Comprehensive Income. Additionally, ASU 2011-05 would have required us to present on the face of our financial statements the effect of reclassifications out of accumulative other comprehensive income on the components of net income and other comprehensive income. However, in December 2011 the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers the effective date for the requirement to present on the face of our financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. Adoption of ASU 2011-05, as amended by ASU 2011-12, did not have a material effect on our Condensed Consolidated Financial Statements.

In December 2011 the FASB issued ASU 2011-11 Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. This standard will be effective for annual and interim periods beginning with our first quarter 2013 report. We do not believe the adoption of this standard will have a material effect on our Consolidated Financial Statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 postal, office and institutional furniture, transportation, vending, tool storage and general cabinetry applications. Our Furniture Components Segment manufactures precision ball bearing slides and ergonomic computer support systems used in office and institutional furniture, healthcare, home appliances, tool storage and a variety of other applications. We also manufacture stainless steel exhaust systems, gauges and electronic and mechanical throttle controls for the performance boat industry through our Marine Components Segment.

We reported operating income of $2.9 million in the first quarter of 2012 compared to $8.8 million in the same period of 2011. Our operating income decreased in 2012 primarily due to the net effects of:

•

A 2011 litigation settlement gain;

•

2011 relocation costs related to the consolidation of our precision slides facilities;

•

Improved 2012 production efficiencies as a result of the consolidation of precision slides manufacturing facilities; and

•

Higher sales in 2012 from new sales relating to a business acquired in 2011 and an increase in customer order rates across most business segments due to improved economic conditions in North America.

Results of Operations


	Three months ended March 31,
	2011			%			2012			%
	(Dollars in thousands)
Net sales	$	34,777			100.0	%	$	35,531			100.0	%
Cost of goods sold		26,096			75.0			26,057			73.3

Gross profit		8,681			25.0			9,474			26.7
Operating costs and expenses		(6,156	)		(17.7	)		(6,565	)		(18.5	)
Litigation settlement gain		7,468			21.5			—			—
Litigation expenses		(227	)		(0.7	)		—			—
Facility consolidation costs		(1,006	)		(2.9	)		—			—

Operating income	$	8,760			25.2	%	$	2,909			8.2	%

Net sales. Net sales increased 2% in the first quarter of 2012 compared to the same period of 2011. Net sales increased in 2012 principally due to $1.1 million in new sales during the quarter from the Furniture Components ergonomics healthcare product line acquired in 2011 and from growth in customer demand within our Security Products and Marine segments resulting from improving economic conditions in North America, partially offset by lower other Furniture Component sales.

Cost of goods sold and gross profit. Cost of goods sold as a percentage of sales decreased by 2% in the first quarter of 2012 compared to the same period in 2011. As a result, gross profit and related margin increased over the same period. The increase in gross profit is primarily due to improved

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production efficiencies principally within our Furniture Components segment as a result of the consolidation of precision slides manufacturing facilities completed in 2011. The gross margin percentage impact relating to the above noted July 2011 acquisition of a Furniture Components products business was not significant.

Operating costs and expenses. Operating costs and expenses consist primarily of sales and administrative related personnel costs, sales commissions and advertising expenses, as well as gains and losses on plant, property and equipment and currency transaction gains and losses. As a percentage of net sales, operating costs and expenses increased less than 1% in the first quarter of 2012 compared to the same period in 2011.

Litigation. We recognized a litigation settlement gain of approximately $7.5 million in the first quarter of 2011.

Facility consolidation costs. In the first quarter of 2011, our Furniture Components segment recorded approximately $1.0 million in relocation costs as a result of consolidating two of our precision slides facilities.

Operating income. Operating income decreased to $2.9 million for the first quarter of 2012 compared to $8.8 million for the first quarter of 2011. Operating income decreased in 2012 primarily due to the net effects of the litigation settlement gain recorded in the first quarter of 2011, facility consolidation costs incurred in 2011, improved production efficiencies in 2012 as a result of the Furniture Components facility consolidation and slightly increased sales in 2012 across all business segments.

Currency. Our Furniture Components Segment has substantial operations and assets which are all located outside the United States (in Canada and Taiwan). The majority of sales generated from our non-U.S. operations are denominated in the U.S. dollar, with the remainder denominated in foreign currencies, principally the Canadian dollar and the New Taiwan dollar. Most raw materials, labor and other production costs for our non-U.S. operations are denominated in local currencies. Consequently, the translated U.S. dollar values of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings and may affect comparability of period-to-period operating results. In addition to the impact of the translation of sales and expenses over time, our non-U.S. operations also generate currency transaction gains and losses which primarily relate to the difference between the currency exchange rates in effect when non-local currency sales or operating costs are initially accrued and when such amounts are settled. However, the impact of relative changes in foreign currency exchange rates on sales and operating income in 2012 was not significant.

Provision for income taxes. A tabular reconciliation between our effective income tax rates and the U.S. federal statutory income tax rate of 35% is included in Note 6 to the Condensed Consolidated Financial Statements. Our income tax rates vary by jurisdiction (country and/or state), and relative changes in the geographic mix of our pre-tax earnings can result in fluctuations in the effective income tax rate. Generally, the effective tax rate on income derived from our U.S. operations, including the effect of U.S. state income taxes, is lower than the effective tax rate on income derived from our non-U.S. operations, in part due to the deferred tax on our foreign earnings that are not permanently reinvested and an election not to claim a credit with respect to foreign income taxes paid but instead to claim a tax deduction, consistent with the election made by Contran, the parent of our consolidated U.S. federal income tax group.

Our geographic mix of pre-tax earnings and the U.S. deferred tax related to our foreign earnings that are not permanently reinvested, without offset by foreign tax credits where available, are the primary reasons our effective income tax rate in 2011 and 2012 is higher than the 35% U.S. federal statutory income tax rate. In the first quarter of 2011, we recognized a $2.1 million provision for deferred income taxes related to the undistributed earnings of our Canadian subsidiary attributable to the 2011 $7.5 million patent litigation settlement gain. See Notes 6 to the Condensed Consolidated Financials Statements.

– 15 –

Segment Results

The key performance indicator for our segments is their operating income.


	Three months ended March 31,						% Change
	2011			2012			% Change
	(In thousands)
Net sales:
Security Products	$	17,788		$	18,195			2	%
Furniture Components		14,895			15,103			1	%
Marine Components		2,094			2,233			7	%

Total net sales	$	34,777		$	35,531			2	%


Gross profit:
Security Products	$	5,844		$	5,690			(3	%)
Furniture Components		2,588			3,461			34	%
Marine Components		249			323			30	%

Total gross profit	$	8,681		$	9,474			9	%


Operating income:
Security Products	$	3,574		$	3,471			(3	%)
Furniture Components		6,874			1,325			(81	%)
Marine Components		(355	)		(250	)		30	%
Corporate operating expenses		(1,333	)		(1,637	)		(23	%)

Total operating income	$	8,760		$	2,909			(67	%)

Security Products. Security Products net sales increased 2% in the first quarter of 2012 compared to the same period last year. The increase in sales is primarily due to improved economic conditions in North America. Gross margin decreased 2 percentage points on net sales in the first quarter of 2012 compared to the same period in 2011 due to slightly higher raw material costs and a slightly less favorable product mix in 2012. As a result, operating income for the Security Products segment decreased 1 percentage point on net sales for the first quarter of 2012 compared to the first quarter of 2011.

Furniture Components. Furniture Components net sales increased 1% in the first quarter of 2012 compared to the same period last year. Net sales were positively impacted by $1.1 million in sales relating to the July 2011 acquisition of an ergonomics healthcare component products business. This increase in sales was partially offset by a decrease in overall demand for other Furniture Components products due to a decrease in customer office furniture projects. Gross margin increased from 17% in the first three months of 2011 to 23% in the first three months of 2012. The increase in gross margin was primarily the result of a 3 percentage point reduction in fixed manufacturing costs primarily as a result of the 2011 precision slides facility consolidation. The impact of the acquired ergonomics component business on gross margin percentage for 2012 was not significant. Furniture Components 2011 operating income includes: (i) a patent litigation settlement gain of $7.5 million, (ii) patent litigation expenses of $227,000, and

– 16 –

(iii) facility consolidation costs of approximately $1.0 million. Excluding the patent litigation settlement gain, patent litigation expenses and facility consolidation costs, operating income percentage increased 4 percentage points in the first quarter of 2012 compared to the first quarter of 2011 primarily due to the increase in gross margin as noted above.

Marine Components. Marine Components net sales increased 7% in the first quarter of 2012 as compared to the same period last year. Gross margin and operating loss percentage improved in the first quarter of 2012 compared to the first quarter of 2011 primarily due to increased leverage of fixed costs as a result of higher sales and lower intangible amortization expense due to intangibles that became fully amortized during 2011.

Outlook. Consistent with the current state of the North American economy, overall demand from our customers continues to be subject to instability. While we experienced a slight increase in demand across most of our markets during the first quarter of 2012, demand from several of our significant office furniture industry customers was weak but was more than offset by $1.1 million in sales during the quarter from the ergonomic healthcare components business acquired in July 2011. Due to the current economic situation, it is uncertain (i) whether sales to our office furniture industry customers will improve during the remainder of 2012, (ii) what the ongoing impact on sales of the acquired ergonomics components business will be or (iii) the extent that sales will grow across the remainder of our customers during 2012. While changes in market demand are not within our control, we are focused on the areas we can impact. Staffing levels are continuously evaluated in relation to sales order rates which may result in headcount adjustments, to the extent possible, to match staffing levels with demand. We expect our continuous lean manufacturing and cost improvement initiatives, such as the 2011 consolidation of our Furniture Components facilities, to positively impact our productivity and result in a more efficient infrastructure. 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.

Volatility in the costs of commodity raw materials is ongoing. Our primary commodity raw materials are steel, brass, alloyed zinc and stainless steel, which together represent approximately 18% of our total cost of goods sold. Compared to 2011, the overall change in our cost of these raw materials was not significant in the first quarter of 2012. We generally seek to mitigate the impact of fluctuations in commodity raw material costs on our margins through improvements in production efficiencies or other operating cost reductions as well as occasionally executing larger quantity strategic purchases of these raw materials, which may result in higher inventory balances for a period of time. In the event we are unable to offset commodity raw material cost increases with other cost reductions, it may be difficult to recover those cost increases through increased product selling prices or surcharges due to the competitive nature of the markets served by our products. Additionally, significant surcharges may negatively affect our margins as they typically only recover the increased cost of the raw material without adding margin dollars resulting in a lower margin percentage. Consequently, overall operating margins may be negatively affected by commodity raw material cost pressures.

During the first quarter of 2012, the value of the U.S. dollar did not change significantly in comparison to the Canadian dollar or the New Taiwan dollar, which are the primary currencies of our non-U.S. operations. However, the U.S. dollar could weaken during the remainder of 2012, which may have a negative impact on our 2012 results in comparison to 2011. When practical, we will seek to mitigate the negative impact of changes in currency exchange rates on our results by entering into currency hedging contracts. However, such strategies cannot fully mitigate the negative impact of changes in currency exchange rates. See Note 7 to the Condensed Financial Statements for currency hedging contracts in place at March 31, 2012.

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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. Our cash provided by operating activities for the first three months of 2012 decreased by $3.0 million as compared to the first three months of 2011 primarily due to the net effects of:

•

The negative impact of lower operating income in the first quarter of 2012 of $5.9 million (primarily as a result of a $7.5 million litigation settlement gain recognized in the first quarter of 2011, partially offset by $1.0 million in 2011 facility consolidation costs);

•

The positive impact of lower net cash used from relative changes in our inventories in 2012 of $983,000 due to an increase in inventory balances in 2011 relating to the facility consolidation; and

•

The positive impact of lower cash paid for interest of $1.0 million in 2012 due to the interest payment on our note payable to affiliate in March 2011 which included deferred interest from July 1, 2009 to December 31, 2010.

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, 2011 to March 31, 2012 varied by segment. Generally we expect our average days sales outstanding to increase from December to March as the result of a seasonal increase in sales during the first quarter compared to the fourth quarter. Overall, our March 31, 2012 days sales outstanding compared to December 31, 2011 is in line with our expectations. For comparative purposes, we have provided December 31, 2010 and March 31, 2011 numbers below.

Days Sales Outstanding:

December 31,
2010

March 31,
2011

December 31,
2011

March 31,
2012

Security Products

40 Days

37 Days

39 Days

40 Days

Furniture Components

44 Days

46 Days

38 Days

39 Days

Marine Components

34 Days

43 Days

44 Days

39 Days

Consolidated CompX

41 Days

39 Days

40 Days

As shown below, our average number of days in inventory decreased from December 31, 2011 to March 31, 2012. The decrease in days in inventory was the result of an increase in sales volume in the first quarter of 2012 without a significant change in inventory value. The variability in days in inventory among our segments primarily relates to the differences in the complexity of the production processes and therefore the length of time it takes to produce end-products. As a result, our overall March 31, 2012 days in inventory compared to December 31, 2011 is in line with our expectations. For comparative purposes, we have provided December 31, 2010 and March 31, 2011 numbers below.

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Days in Inventory:

December 31,
2010

March 31,
2011

December 31,
2011

March 31,
2012

Security Products

73 Days

79 Days

71 Days

Furniture Components

58 Days

55 Days

59 Days

62 Days

Marine Components

143 Days

118 Days

114 Days

93 Days

Consolidated CompX

70 Days

68 Days

71 Days

69 Days

Financing activities. Net cash used in financing activities was $2.6 million in the first quarter of 2012 compared to net cash used of $8.8 million in the first quarter of 2011. The change is primarily a result of a total of $7.3 million in principal repayments on long-term debt paid during the first quarter of 2011 compared to $1.0 million paid in the first quarter of 2012. See Note 5 to the Condensed Consolidated Financial Statements.

Debt obligations. At March 31, 2012, there was approximately $2.0 million outstanding under our $30 million revolving credit facility that matures in January 2015, and $21.2 million outstanding under our note payable to affiliate. At March 31, 2012 we could borrow the full amount of the remaining capacity of our revolving credit facility without violating any debt covenants. We were in compliance with all of our financial covenants at March 31, 2012.

Provisions contained in our revolving credit facility could result in the acceleration of any outstanding indebtedness prior to its stated maturity for reasons other than defaults from failing to comply with typical financial covenants. For example, our revolving credit facility allows the lender to accelerate the maturity of the indebtedness upon a change of control (as defined) of the borrower. The terms of our revolving credit facility could result in the acceleration of all or a portion of the indebtedness following a sale of assets outside of the ordinary course of business. Although there are no current expectations to further borrow on the revolving credit facility, lower future operating results could reduce or eliminate our amount available to borrow and restrict future dividends. See also Note 5 to the Condensed Consolidated Financial Statements.

Future cash requirements –

Liquidity. 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, investment activities or reducing our outstanding stock and (iii) provide for the payment of dividends (if declared). From time-to-time, we will incur indebtedness, primarily to fund capital expenditures or business combinations. 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.

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.

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We believe that cash generated from operations together with cash on hand, as well as, our ability to obtain additional external financing, will be sufficient to meet our liquidity needs for working capital, capital expenditures, debt service and dividends (if declared) 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.

Substantially all of the $4.2 million aggregate cash and cash equivalents at March 31, 2012 was held by our non-U.S. subsidiaries.

Capital Expenditures. Firm purchase commitments for capital projects in process at March 31, 2012 totaled $910,000. Our 2012 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 2011 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 other than the operating leases discussed in our 2011 Annual Report.

Recent accounting pronouncements –

See Note 8 to our Condensed Consolidated Financial Statements.

Critical accounting policies –

There have been no changes in the first quarter of 2012 with respect to our critical accounting policies presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2011 Annual Report.

Forward-looking information –

As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we caution that the statements in this Quarterly Report on Form 10-Q relating to matters that are not historical facts are forward-looking statements that represent our beliefs and assumptions based on currently available information. Forward-looking statements can be identified by the use of words such as “believes,” “intends,” “may,” “should,” “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 our expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such forward-looking statements. Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this Quarterly Report and those described from time to time in our other filings with the Securities and Exchange Commission. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to the following:

•

Future demand for our products,

•

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

•

Demand for office furniture,

•

Price and product competition from low-cost manufacturing sources (such as China),

– 20 –

•

The impact of pricing and production decisions,

•

Customer and competitor strategies including substitute products,

•

Uncertainties associated with the development of new product features,

•

Fluctuations in the value of the U.S. dollar relative to other currencies (such as the Canadian dollar and New Taiwan dollar),

•

Current and future litigation,

•

Potential difficulties in integrating completed or future acquisitions,

•

Actual demand relating to new products or products associated with an acquisition,

•

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),

•

Our ability to comply with covenants contained in our revolving bank credit facility,

•

The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters,

•

The impact of current or future government regulations,

•

General global economic and political conditions (such as changes in the level of gross domestic product in various regions of the world),

•

Operating interruptions (including, but not limited to labor disputes, hazardous chemical leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime and transportation interruptions), 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.

ITEM 3.

QUANTITATIVE AND QUALITATITVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to market risk, including foreign currency exchange rates, interest rates and security prices. There have been no material changes in these market risks since we filed our 2011 Annual Report, and we refer you to Part I, Item 7A – “Quantitative and Qualitative Disclosure About Market Risk” in our 2011 Annual Report. See also Note 7 to the Condensed Consolidated Financial Statements.

We have substantial operations located outside the United States for which the functional currency is not the U.S. dollar. As a result, the reported amounts of our assets and liabilities related to our non-U.S. operations, and therefore our consolidated net assets, will fluctuate based upon changes in currency exchange rates.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. We maintain a system of disclosure controls and procedures. The term “disclosure controls and procedures,” as defined by regulations of the SEC, means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons

– 21 –

performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Each of David A. Bowers, our Vice Chairman of the Board, President and Chief Executive Officer, and Darryl R. Halbert, our Vice President, Chief Financial Officer and Controller, have evaluated the design and operating effectiveness of our disclosure controls and procedures as of March 31, 2012. Based upon their evaluation, these executive officers have concluded that our disclosure controls and procedures are effective as of the date of such evaluation.

Internal Control Over Financial Reporting. We also maintain internal control over financial reporting. The term “internal control over financial reporting,” as defined by regulations of the SEC, means a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that:

•

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets,

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our Condensed Consolidated Financial Statements.

Changes in Internal Control Over Financial Reporting. There has been no change to our internal control over financial reporting during the quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

– 22 –

Part II. OTHER INFORMATION

ITEM 1A.

Risk Factors.

Reference is made to the 2011 Annual Report for a discussion of the risk factors related to our businesses. There have been no material changes in such risk factors during the first three months of 2012.

ITEM 6.

Exhibits.


Item No.		Exhibit Index

31.1*		Certification

31.2*		Certification

32.1*		Certification

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

*	Filed herewith.

We have retained a signed original of any of the above exhibits that contains signatures, and we will provide such exhibit to the Commission or its staff upon request. We will also furnish, without charge, a copy of our Code of Business Conduct and Ethics, and Audit Committee Charter, each as adopted by our board of directors on February 22, 2012 and May 28, 2008 respectively, upon request. Such requests should be directed to the attention of our Corporate Secretary at our corporate offices located at 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.

– 23 –

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	COMPX INTERNATIONAL INC.
	(Registrant)

Date: May 8, 2012	By:	/s/ Darryl R. Halbert
		Darryl R. Halbert
		Vice President, Chief Financial Officer and Controller

– 24 –

Certification of Chief Executive Officer pursuant to Section 302

Exhibit 31.1

CERTIFICATION

I, David A. Bowers, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of CompX International Inc.;

2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2012

By: /s/ David A. Bowers

David A. Bowers

Vice Chairman of the Board, President and Chief Executive Officer

Certification of Chief Financial Officer pursuant to Section 302

Exhibit 31.2

CERTIFICATION

I, Darryl R. Halbert, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of CompX International Inc.;

2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 13d-15(f)) for the registrant and have:

5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2012

By: /s/ Darryl R. Halbert

Darryl R. Halbert

Vice President, Chief Financial Officer and Controller

(Principal Accounting and Financial Officer)

Certification of CEO and CFO pursuant to Section 906

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CompX International Inc. (the Company) on Form 10-Q for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David A. Bowers, Vice Chairman of the Board, President and Chief Executive Officer of the Company and I, Darryl R. Halbert, Vice President, Chief Financial Officer and Controller of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By: /s/ David A. Bowers

David A. Bowers

Vice Chairman of the Board, President and Chief Executive Officer

By: /s/ Darryl R. Halbert

Darryl R. Halbert

Vice President, Chief Financial Officer and Controller

Date: May 8, 2012

Note: The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company