SEC Filing Html Data

cix-10q_20180930.htm

 

 

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 September 30, 2018

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

 

75240-2620

(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      No  

Whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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      No  

Whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

Large accelerated filer      Accelerated filer      Non-accelerated filer     Smaller reporting company  

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

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

Number of shares of Class A common stock outstanding on October 25, 2018: 12,435,557

      

 

 


COMPX INTERNATIONAL INC.

Index

 

Part I.

  

FINANCIAL INFORMATION

Page

Item 1.

  

Financial Statements

 

 

 

  

 

Condensed Consolidated Balance Sheets – December 31, 2017 and September 30, 2018 (unaudited)

  - 3 -

 

 

  

 

Condensed Consolidated Statements of Income (unaudited) – Three and nine months ended September 30, 2017 and 2018

  - 4 -

 

 

  

 

Condensed Consolidated Statements of Cash Flows (unaudited) - Nine months ended September 30, 2017 and 2018

  - 5 -

 

 

  

 

Condensed Consolidated Statement of Stockholders’ Equity (unaudited) – Nine months ended September 30, 2018

  - 6 -

 

 

  

 

Notes to Condensed Consolidated Financial Statements (unaudited)

  - 7 -

 

Item 2.

  

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   - 12 -

 

Item 3.

  

 

Quantitative and Qualitative Disclosure About Market Risk

   - 16 -

 

Item 4.

  

 

Controls and Procedures

   - 17 -

 

Part II.

  

 

OTHER INFORMATION

 

 

Item 1A.

  

 

Risk Factors

   - 18 -

 

Item 6.

  

 

Exhibits

   - 18 -

 

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

 

 

 

 

 

 

 

- 2 -


 

COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

December 31,

 

 

September 30,

 

 

2017

 

 

2018

 

ASSETS

 

 

 

 

(unaudited)

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

29,655

 

 

$

43,743

 

Accounts receivable, net

 

10,446

 

 

 

13,346

 

Inventories, net

 

15,382

 

 

 

17,159

 

Prepaid expenses and other

 

879

 

 

 

908

 

Total current assets

 

56,362

 

 

 

75,156

 

Other assets:

 

 

 

 

 

 

 

Note receivable from affiliate

 

38,200

 

 

 

33,000

 

Goodwill

 

23,742

 

 

 

23,742

 

Other noncurrent

 

590

 

 

 

590

 

Total other assets

 

62,532

 

 

 

57,332

 

Property and equipment:

 

 

 

 

 

 

 

Land

 

4,935

 

 

 

4,940

 

Buildings

 

22,774

 

 

 

22,698

 

Equipment

 

67,373

 

 

 

65,684

 

Construction in progress

 

569

 

 

 

994

 

 

 

95,651

 

 

 

94,316

 

Less accumulated depreciation

 

63,586

 

 

 

62,772

 

Net property and equipment

 

32,065

 

 

 

31,544

 

Total assets

$

150,959

 

 

$

164,032

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

$

10,792

 

 

$

12,037

 

Income taxes payable to affiliates

 

470

 

 

 

1,188

 

Total current liabilities

 

11,262

 

 

 

13,225

 

Noncurrent liabilities -

 

 

 

 

 

 

 

Deferred income taxes

 

3,112

 

 

 

3,293

 

Stockholders' equity:

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

Class A common stock

 

24

 

 

 

124

 

Class B common stock

 

100

 

 

 

 

Additional paid-in capital

 

55,612

 

 

 

55,751

 

Retained earnings

 

80,849

 

 

 

91,639

 

Total stockholders' equity

 

136,585

 

 

 

147,514

 

Total liabilities and stockholders’ equity

$

150,959

 

 

$

164,032

 

 

Commitments and contingencies (Note 1)

See accompanying Notes to Condensed Consolidated Financial Statements.

 

- 3 -


COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2018

 

 

2017

 

 

2018

 

 

(unaudited)

 

 

(unaudited)

 

Net sales

$

26,992

 

 

$

30,029

 

 

$

86,943

 

 

$

90,827

 

Cost of goods sold

 

18,794

 

 

 

20,435

 

 

 

59,552

 

 

 

60,494

 

Gross profit

 

8,198

 

 

 

9,594

 

 

 

27,391

 

 

 

30,333

 

Selling, general and administrative expense

 

4,830

 

 

 

5,074

 

 

 

14,897

 

 

 

15,454

 

Operating income

 

3,368

 

 

 

4,520

 

 

 

12,494

 

 

 

14,879

 

Interest income

 

546

 

 

 

697

 

 

 

1,363

 

 

 

1,908

 

Income before taxes

 

3,914

 

 

 

5,217

 

 

 

13,857

 

 

 

16,787

 

Provision for income taxes

 

1,418

 

 

 

1,286

 

 

 

4,906

 

 

 

4,132

 

Net income

$

2,496

 

 

$

3,931

 

 

$

8,951

 

 

$

12,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income per common share

$

0.20

 

 

$

0.32

 

 

$

0.72

 

 

$

1.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

$

0.05

 

 

$

0.05

 

 

$

0.15

 

 

$

0.15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average shares outstanding

 

12,426

 

 

 

12,436

 

 

 

12,422

 

 

 

12,431

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

- 4 -


COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

Nine months ended

 

 

September 30,

 

 

2017

 

 

2018

 

 

(unaudited)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

$

8,951

 

 

$

12,655

 

Depreciation and amortization

 

2,747

 

 

 

2,588

 

Deferred income taxes

 

62

 

 

 

181

 

Other, net

 

252

 

 

 

316

 

Change in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

(1,386

)

 

 

(2,910

)

Inventories, net

 

(475

)

 

 

(1,935

)

Accounts payable and accrued liabilities

 

(599

)

 

 

1,211

 

Accounts with affiliates

 

(584

)

 

 

718

 

Prepaids and other, net

 

(40

)

 

 

(29

)

Net cash provided by operating activities

 

8,928

 

 

 

12,795

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

(2,127

)

 

 

(2,042

)

Note receivable from affiliate:

 

 

 

 

 

 

 

Collections

 

40,400

 

 

 

44,200

 

Advances

 

(49,700

)

 

 

(39,000

)

Net cash provided by (used in) investing activities

 

(11,427

)

 

 

3,158

 

Cash flows from financing activities -

 

 

 

 

 

 

 

Dividends paid

 

(1,864

)

 

 

(1,865

)

Cash and cash equivalents - net change from:

 

 

 

 

 

 

 

Operating, investing and financing activities

 

(4,363

)

 

 

14,088

 

Balance at beginning of period

 

33,153

 

 

 

29,655

 

Balance at end of period

$

28,790

 

 

$

43,743

 

Supplemental disclosures -

 

 

 

 

 

 

 

Cash paid for income taxes

$

5,431

 

 

$

3,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

- 5 -


COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Nine months ended September 30, 2018

(In thousands)

(unaudited)

 

 

 

 

 

Additional

 

 

 

 

 

 

Total

 

 

Common stock

 

 

paid-in

 

 

Retained

 

 

stockholders'

 

 

Class A

 

 

Class B

 

 

capital

 

 

earnings

 

 

equity

 

Balance at December 31, 2017

$

24

 

 

$

100

 

 

$

55,612

 

 

$

80,849

 

 

$

136,585

 

Net income

 

 

 

 

 

 

 

 

 

 

12,655

 

 

 

12,655

 

Share conversion

 

100

 

 

 

(100

)

 

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

 

 

 

 

 

139

 

 

 

 

 

 

139

 

Cash dividends

 

 

 

 

 

 

 

 

 

 

(1,865

)

 

 

(1,865

)

Balance at September 30, 2018

$

124

 

 

$

 

 

$

55,751

 

 

$

91,639

 

 

$

147,514

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

- 6 -


COMPX INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

(unaudited)

 

Note 1 – Organization and basis of presentation:

Organization. We (NYSE American: CIX) are 87% owned by NL Industries, Inc. (NYSE: NL) at September 30, 2018.  We manufacture and sell component products (security products and recreational marine components).  At September 30, 2018, Valhi, Inc. (NYSE: VHI) owns 83% of NL’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation owns 92% of Valhi’s outstanding common stock.  All of Contran’s outstanding voting stock is held by a family trust established for the benefit of Lisa K. Simmons and Serena Simmons Connelly and their children, for which Ms. Simmons and Ms. Connelly are co-trustees, or is held directly by Ms. Simmons and Ms. Connelly or entities related to them.  Consequently, Ms. Simmons and Ms. Connelly may be deemed to control Contran, Valhi, NL and us.

At our 2018 annual meeting of stockholders held May 23, 2018, our stockholders approved our second amended and restated certificate of incorporation, which among other things added a right for each holder of shares of our Class B common stock, at its option, to convert any or all of those shares into the same number of shares of our Class A common stock.  The shares of our Class A and Class B common stock are identical in all respects, except for certain voting rights and certain conversion rights in respect of the shares of Class B common stock.  Holders of our shares of Class B common stock were entitled to ten votes per share for election of our directors, and one vote per share on all other matters presented to our stockholders for their approval.  Holders of our shares of Class A common stock are entitled to one vote per share on all matters presented to our stockholders for their approval. Our second amended and restated certificate of incorporation became effective on July 17, 2018 when we filed such certificate with the Delaware Secretary of State.  Immediately after such effectiveness, NL, which owned all of the 10,000,000 issued and outstanding shares of our Class B common stock, converted such Class B shares into 10,000,000 shares of our Class A common stock.  This conversion eliminated the dual-class voting structure with respect to election of our directors, providing for equal voting rights with respect to the election of directors for all shares of common stock and providing for uniform and equivalent corporate governance rights to all holders of our common stock.  The rights of holders of Class A common stock were not otherwise affected, and the conversion does not affect the calculation of our earnings per share and has no impact on our consolidated financial position, results of operations or liquidity.  Following such conversion, our authorized capital stock consists of 20,000,000 shares of Class A common stock (of which 12,435,557 shares are issued and outstanding), 10,000,000 shares of Class B common stock (none of which are issued and outstanding) and 1,000 shares of preferred stock (none of which are issued and outstanding).  The second amended and restated certificate of incorporation does not permit the reissuance or resale of any of the shares of Class B common stock which were converted, and on October 31, 2018, our board of directors approved the retirement of the 10,000,000 shares of Class B common stock.

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, 2017 that we filed with the Securities and Exchange Commission (“SEC”) on February 28, 2018 (the “2017 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, 2017 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, 2017) 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 periods ended September 30, 2018 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 2017 Consolidated Financial Statements contained in our 2017 Annual Report.  

Our operations are reported on a 52 or 53-week year.  For presentation purposes, annual and quarterly information in the Condensed Consolidated Financial Statements and accompanying notes are presented as ended September 30, 2017, December 31, 2017 and September 30, 2018.  The actual dates of our annual and quarterly periods are October 1, 2017, December 31, 2017 and September 30, 2018, respectively.  Unless otherwise indicated, references in this report to “we”, “us” or “our” refer to CompX International Inc. and its subsidiaries, taken as a whole.

 

 

- 7 -


Note 2 – Business segment information:

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

September 30,

 

 

2017

 

 

2018

 

 

2017

 

 

2018

 

 

(In thousands)

 

 

(In thousands)

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Products

$

22,854

 

 

$

24,541

 

 

$

74,903

 

 

$

75,845

 

Marine Components

 

4,138

 

 

 

5,488

 

 

 

12,040

 

 

 

14,982

 

Total net sales

$

26,992

 

 

$

30,029

 

 

$

86,943

 

 

$

90,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Products

$

4,249

 

 

$

5,335

 

 

$

15,301

 

 

$

17,761

 

Marine Components

 

417

 

 

 

812

 

 

 

1,284

 

 

 

2,335

 

Corporate operating expenses

 

(1,298

)

 

 

(1,627

)

 

 

(4,091

)

 

 

(5,217

)

Total operating income

 

3,368

 

 

 

4,520

 

 

 

12,494

 

 

 

14,879

 

Interest income

 

546

 

 

 

697

 

 

 

1,363

 

 

 

1,908

 

Income before taxes

$

3,914

 

 

$

5,217

 

 

$

13,857

 

 

$

16,787

 

 

Intersegment sales are not material.

 

Note 3 – Accounts receivable, net:

 

 

December 31,

 

 

September 30,

 

 

2017

 

 

2018

 

 

(In thousands)

 

Accounts receivable, net:

 

 

 

 

 

 

 

Security Products

$

9,341

 

 

$

10,857

 

Marine Components

 

1,175

 

 

 

2,559

 

Allowance for doubtful accounts

 

(70

)

 

 

(70

)

Total accounts receivable, net

$

10,446

 

 

$

13,346

 

 

 

Note 4 – Inventories, net:

 

 

December 31,

 

 

September 30,

 

 

2017

 

 

2018

 

 

(In thousands)

 

Raw materials:

 

 

 

 

 

 

 

Security Products

$

2,156

 

 

$

2,236

 

Marine Components

 

574

 

 

 

765

 

Total raw materials

 

2,730

 

 

 

3,001

 

Work-in-process:

 

 

 

 

 

 

 

Security Products

 

8,290

 

 

 

8,760

 

Marine Components

 

1,546

 

 

 

2,104

 

Total work-in-process

 

9,836

 

 

 

10,864

 

Finished goods:

 

 

 

 

 

 

 

Security Products

 

2,079

 

 

 

2,362

 

Marine Components

 

737

 

 

 

932

 

Total finished goods

 

2,816

 

 

 

3,294

 

Total inventories, net

$

15,382

 

 

$

17,159

 

 

- 8 -


Note 5 – Accounts payable and accrued liabilities:

 

 

December 31,

 

 

September 30,

 

 

2017

 

 

2018

 

 

(In thousands)

 

Accounts payable:

 

 

 

 

 

 

 

Security Products

$

1,897

 

 

$

2,624

 

Marine Components

 

375

 

 

$

653

 

Accrued liabilities:

 

 

 

 

 

 

 

Employee benefits

 

7,413

 

 

 

7,037

 

Customer tooling

 

290

 

 

 

421

 

Taxes other than on income

 

289

 

 

 

638

 

Other

 

528

 

 

 

664

 

Total accounts payable and accrued liabilities

$

10,792

 

 

$

12,037

 

 

 

Note 6 – Revenue Recognition

 

Our sales involve single performance obligations to ship our products pursuant to customer purchase orders.  In some cases, the purchase order is supported by an underlying master sales agreement, but our purchase order verification notice generally evidences the contract with our customer by specifying the key terms of product and quantity ordered, price and delivery and payment terms. Effective January 1, 2018 with the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606)(see Note 10), we record revenue when we satisfy our performance obligations to our customers by transferring control of our products to them, which generally occurs at point of shipment or upon delivery.  Such transfer of control is also evidenced by transfer of legal title and other risks and rewards of ownership (giving the customer the ability to direct the use of, and obtain substantially all of the benefits of, the product), and our customers becoming obligated to pay us and such payment being probable of occurring.  In certain arrangements we provide shipping and handling activities after the transfer of control to our customer (e.g. when control transfers prior to delivery). In such arrangements shipping and handling are considered fulfillment activities, and accordingly, such costs are accrued when the related revenue is recognized.

 

Revenue is recorded in an amount that reflects the net consideration we expect to receive in exchange for our products.  Prices for our products are based on terms specified in published list prices and purchase orders, which generally do not include financing components, noncash consideration or consideration paid to our customers.  As our standard payment terms are less than one year, we have elected the practical expedient under ASC 606 and we have not assessed whether a contract has a significant financing component.  We state sales net of price, early payment and distributor discounts as well as volume rebates (collectively, variable consideration).   Variable consideration, to the extent present, is not material and is recognized as the amount to which we are most-likely to be entitled, using all information (historical, current and forecasted) that is reasonably available to us, and only to the extent that a significant reversal in the amount of the cumulative revenue recognized is not probable of occurring in a future period.   Differences, if any, between estimates of the amount of variable consideration to which we will be entitled and the actual amount of such variable consideration have not been material in the past. We report any tax assessed by a governmental authority that we collect from our customers that is both imposed on and concurrent with our revenue-producing activities (such as sales, use, value added and excise taxes) on a net basis (meaning we do not recognize these taxes either in our revenues or in our costs and expenses).

 

Frequently, we receive orders for products to be delivered over dates that may extend across reporting periods. We invoice for each delivery upon shipment and recognize revenue for each distinct shipment when all sales recognition criteria for that shipment have been satisfied. As scheduled delivery dates for these orders are within a one year period, under the optional exemption provided by ASC 606, we do not disclose sales allocated to future shipments of partially completed contracts.

 

ASU 2014-09 requires a disaggregation of our sales into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.  We have determined such disaggregation of our sales is the same as the disclosure of our sales by segment.  See Note 2.

 

- 9 -


Note 7 – Provision for income taxes:

 

 

Nine months ended

 

 

September 30,

 

 

2017

 

 

2018

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

Expected tax expense, at the U.S. federal statutory

   income tax rate of 35% in 2017 and 21% in 2018

$

4,850

 

 

$

3,525

 

Domestic production activities deduction

 

(420

)

 

 

 

State income taxes

 

400

 

 

 

576

 

Other, net

 

76

 

 

 

31

 

Total income tax expense

$

4,906

 

 

$

4,132

 

 

As discussed in the 2017 Annual Report, on December 22, 2017, H.R.1, formally known as the “Tax Cuts and Jobs Act” (“2017 Tax Act”) was enacted into law. This new tax legislation, among other changes, (i) reduced the U.S. Federal corporate income tax rate from 35% to 21% effective January 1, 2018; (ii) eliminated the domestic production activities deduction beginning in 2018; and (iii) allows for the expensing of certain capital expenditures. Following the enactment of the 2017 Tax Act, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) 118 to provide guidance on the accounting and reporting impacts of the 2017 Tax Act.  SAB 118 states that companies should account for changes related to the 2017 Tax Act in the period of enactment if all information is available and the accounting can be completed. In situations where companies do not have enough information to complete the accounting in the period of enactment, a company must either 1) record an estimated provisional amount if the impact of the change can be reasonably estimated; or 2) continue to apply the accounting guidance that was in effect immediately prior to the 2017 Tax Act if the impact of the change cannot be reasonably estimated.  If estimated provisional amounts are recorded, SAB 118 provides a measurement period of no longer than one year during which companies should adjust those amounts as additional information becomes available in the reporting period within the measurement period in which such adjustment is determined.

 

Under GAAP, we were required to revalue our net deferred tax liability associated with our U.S. net taxable temporary differences in the period in which the new tax legislation was enacted based on deferred tax balances as of the enactment date, to reflect the effect of such reduction in the corporate income tax rate.  Our temporary differences as of December 31, 2017 were not materially different from our temporary differences as of the enactment date, accordingly revaluation of our net taxable temporary differences was based on our net deferred tax liability as of December 31, 2017. Such revaluation resulted in a non-cash deferred income tax benefit of $1.9 million recognized as of December 31, 2017 in continuing operations, reducing our net deferred income tax liability.   The amounts recorded as of December 31, 2017 as a result of the 2017 Tax Act represented estimates based on information currently available. We did not make any additional measurement-period adjustments to the provisional amounts recorded for this item during the first six months of 2018, as we were still waiting on additional guidance that might impact the income tax effects of the new legislation recognized at December 31, 2017.  During the third quarter of 2018, in conjunction with finalizing our federal income tax return, we were able to obtain, prepare and analyze the necessary information to complete the accounting under ASC 740 related to the revaluation of our net deferred tax liability associated with our U.S. net taxable temporary differences as of December 31, 2017, which resulted in the recognition of an immaterial adjustment to the provisional amount recognized at December 31, 2017.  Accordingly, we have completed our analysis related to such revaluation as of September 30, 2018.

 

 

 

Note 8 – Financial instruments:

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

 

 

December 31,

 

 

September 30,

 

 

2017

 

 

2018

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

amount

 

 

value

 

 

amount

 

 

value

 

 

(In thousands)

 

Cash and cash equivalents

$

29,655

 

 

$

29,655

 

 

$

43,743

 

 

$

43,743

 

Accounts receivable, net

 

10,446

 

 

 

10,446

 

 

 

13,346

 

 

 

13,346

 

Accounts payable

 

2,272

 

 

 

2,272

 

 

 

3,277

 

 

 

3,277

 

 

Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value.

 

- 10 -


Note 9 – Related party transactions:

From time to time, we may have loans and advances outstanding between us and various related parties pursuant to term and demand notes.  We generally enter into these loans and advances for cash management purposes.  When we loan funds to related parties, we are generally able to earn a higher rate of return on the loan than we would earn if we invested the funds in other instruments, and when we borrow from related parties, we are generally able to pay a lower rate of interest than we would pay if we had incurred third-party indebtedness.  While certain of these loans to affiliates may be of a lesser credit quality than cash equivalent instruments otherwise available to us, we believe we have considered the credit risks in the terms of the applicable loans.  In this regard, we have an unsecured revolving demand promissory note with Valhi whereby we agreed to loan Valhi up to $40 million.  Our loan to Valhi, as amended,  bears interest at prime plus 1.00%, payable quarterly, with all principal due on demand, but in any event no earlier than December 31, 2019.  Loans made to Valhi at any time under the agreement are at our discretion.  At September 30, 2018, the outstanding principal balance receivable from Valhi under the promissory note was $33.0 million. Interest income (including unused commitment fees) on our loan to Valhi was $0.5 million for each of the three month periods ended September 30, 2017 and 2018, and $1.3 million and $1.6 million for the nine months ended September 30, 2017 and 2018, respectively.

 

Note 10 – Recent accounting pronouncements:

Adopted

On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) for all contracts which were not completed as of January 1, 2018 using the modified retrospective method.  Prior to adoption of this standard, we recorded sales when our products were shipped and title and other risks and rewards of ownership had passed to our customer, which was generally at the time of shipment (although in some instances shipping terms were FOB destination point, for which we did not recognize revenue until the product was received by our customer).  Following adoption of this standard, we record sales when we satisfy our performance obligations to our customers by transferring control of our products to them, which we have determined is at the same point in time that we recognized revenue prior to adoption of this new standard.  Accordingly, the adoption of Topic 606 as of January 1, 2018 did not have a material impact on our consolidated financial statements, and we believe adoption of this standard will have a minimal effect on our revenues on an ongoing basis.  See Note 6.  

Pending Adoption

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive rewriting of the lease accounting guidance which aims to increase comparability and transparency with regard to lease transactions.   The primary change will be the recognition of lease assets for the right-of–use of the underlying asset and lease liabilities for the obligation to make payments by lessees on the balance sheet for leases currently classified as operating leases.   The ASU also requires increased qualitative disclosure about leases in addition to quantitative disclosures currently required.  Companies are currently required to use a modified retrospective approach to adoption with a practical expedient which will allow companies to continue to account for existing leases under the prior guidance unless a lease is modified, other than the requirement to recognize the right-of-use asset and lease liability for all operating leases. The changes indicated above will be effective for us beginning in the first quarter of 2019, with early adoption permitted. We are in the process of completing our evaluation of the effect this ASU will have on our Consolidated Financial Statements, and we do not expect the adoption of this standard to have a material effect on our Consolidated Balance Sheet.

 

 

- 11 -


 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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 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 product features,

 

Future litigation,

 

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 introduce instability into the U.S. economy (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, transportation interruptions and cyber-attacks); 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.


- 12 -


Operations Overview

We reported operating income of $4.5 million in the third quarter of 2018 compared to $3.4 million in the same period of 2017. Operating income for the first nine months of 2018 was $14.9 million compared to $12.5 million for the comparable period in 2017. The increase in operating income in 2018 over 2017 is primarily due to higher sales at both Security Products and Marine Components as well as the impact of favorable changes in customer and product mix in Security Products for the first nine months of 2018.  

We sell a significantly 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

 

 

September 30,

 

 

2017

 

 

%

 

 

2018

 

 

%

 

 

(Dollars in thousands)

 

Net sales

$

26,992

 

 

 

100.0

%

 

$

30,029

 

 

 

100.0

%

Cost of goods sold

 

18,794

 

 

 

69.6

%

 

 

20,435

 

 

 

68.1

%

Gross profit

 

8,198

 

 

 

30.4

%

 

 

9,594

 

 

 

31.9

%

Operating costs and expenses

 

4,830

 

 

 

17.9

%

 

 

5,074

 

 

 

16.8

%

Operating income

$

3,368

 

 

 

12.5

%

 

$

4,520

 

 

 

15.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

September 30,

 

 

2017

 

 

%

 

 

2018

 

 

%

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

86,943

 

 

 

100.0

%

 

$

90,827

 

 

 

100.0

%

Cost of goods sold

 

59,552

 

 

 

68.5

%

 

 

60,494

 

 

 

66.6

%

Gross profit

 

27,391

 

 

 

31.5

%

 

 

30,333

 

 

 

33.4

%

Operating costs and expenses

 

14,897

 

 

 

17.1

%

 

 

15,454

 

 

 

17.0

%

Operating income

$

12,494

 

 

 

14.4

%

 

$

14,879

 

 

 

16.4

%

 

Net sales. Net sales increased $3.0 million in the third quarter of 2018 compared to the same period in 2017 due to higher sales of security products across the majority of our markets including transportation, government security, office furniture and distribution as well as continued strong growth in sales of marine components to various marine and industrial markets.  Net sales increased $3.9 million in the first nine months of 2018 compared to the same period in 2017 due to the higher Marine Components sales volumes, and to a lesser extent Security Products sales across the majority of our markets, particularly transportation, office furniture and distribution. Relative changes in selling prices did not have a material impact on net sales comparisons.

Cost of goods sold and gross profit. Cost of goods sold as a percentage of sales decreased 1.5% in the third quarter of 2018 compared to the same period in 2017 primarily due to improved coverage of fixed costs over increased production volumes. As a result, gross profit increased over the same period. As a percentage of net sales, cost of goods sold for the first nine months of 2018 decreased 1.9% compared to the same period in 2017 due to favorable changes in customer and product mix in Security Products as well as improved manufacturing efficiencies and fixed cost leverage facilitated by higher production volumes for each of our business segments. Gross profit for the third quarter and first nine months of 2018 increased over the same periods in the prior year due to the aforementioned factors.

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.  Operating costs and expenses for the third quarter and first nine months of 2018 were comparable to the same periods in 2017.

- 13 -


Operating income. As a percentage of net sales, operating income for the third quarter and first nine months of 2018 increased compared to the same periods of 2017 and was primarily impacted by the factors impacting cost of goods sold, gross margin and operating costs discussed above.

Provision for income taxes. A tabular reconciliation of our actual tax provision to the U.S. federal statutory income tax rate is included in Note 7 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

 

 

 

 

 

 

Nine months ended

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

2017

 

 

2018

 

 

%

Change

 

 

2017

 

 

2018

 

 

%

Change

 

 

(Dollars in thousands)

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Products

$

22,854

 

 

$

24,541

 

 

 

7

%

 

$

74,903

 

 

$

75,845

 

 

 

1

%

Marine Components

 

4,138

 

 

 

5,488

 

 

 

33

%

 

 

12,040

 

 

 

14,982

 

 

 

24

%

Total net sales

$

26,992

 

 

$

30,029

 

 

 

11

%

 

$

86,943

 

 

$

90,827

 

 

 

4

%

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Products

$

7,216

 

 

$

8,113

 

 

 

12

%

 

$

24,380

 

 

$

26,082

 

 

 

7

%

Marine Components

 

982

 

 

 

1,481

 

 

 

51

%

 

 

3,011

 

 

 

4,251

 

 

 

41

%

Total gross profit

$

8,198

 

 

$

9,594

 

 

 

17

%

 

$

27,391

 

 

$

30,333

 

 

 

11

%

Operating income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Products

$

4,249

 

 

$

5,335

 

 

 

26

%

 

$

15,301

 

 

$

17,761

 

 

 

16

%

Marine Components

 

417

 

 

 

812

 

 

 

95

%

 

 

1,284

 

 

 

2,335

 

 

 

82

%

Corporate operating expenses

 

(1,298

)

 

 

(1,627

)

 

 

-25

%

 

 

(4,091

)

 

 

(5,217

)

 

 

-28

%

Total operating income

$

3,368

 

 

$

4,520

 

 

 

34

%

 

$

12,494

 

 

$

14,879

 

 

 

19

%

Gross profit margin: