|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
|
|
||
(Address of principal executive offices)
|
(Zip Code)
|
(Former name or former address, if changed since last report.)
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on which registered
|
||
($.01 par value per share)
|
|
|
Item 2.02 |
Results of Operations and Financial Condition.
|
Item 3.03 |
Material Modification to Rights of Security Holders.
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
•
|
the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, the federal district court of the
State of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the registrant, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or
former director, officer, other employee, agent or stockholder of the registrant to the registrant or the registrant’s stockholders, (iii) any action asserting a claim against the registrant or any current or former director, officer,
employee, agent or stockholder of the registrant arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”) or the certificate of incorporation or bylaws or as to which the DGCL confers jurisdiction on the Court of
Chancery of the State of Delaware, or (iv) any action asserting a claim related to or involving the registrant that is governed by the internal affairs doctrine.
|
•
|
the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
||
Item No.
|
Description
|
||
3.1
|
|||
99.1*
|
|||
99.2*
|
|||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
||
* |
Filed herewith
|
CompX International Inc.
|
|
(Registrant)
|
|
By: /s/ Amy A. Samford
|
|
Date: March 3, 2021
|
Amy A. Samford
Vice President and Chief Financial Officer
|
FOR IMMEDIATE RELEASE:
|
CONTACT:
|
CompX International Inc.
|
Janet G. Keckeisen
|
5430 LBJ Freeway, Suite 1700
|
Investor Relations
|
Dallas, Texas 75240
|
Tel. 972-233-1700
|
•
|
Future demand for our products,
|
•
|
Changes in our raw material and other operating costs (such as zinc, brass, aluminum, steel and energy costs) and our ability to
pass those costs on to our customers or offset them with reductions in other operating costs,
|
•
|
Price and product competition from low-cost manufacturing sources (such as China),
|
•
|
The impact of pricing and production decisions,
|
•
|
Customer and competitor strategies including substitute products,
|
•
|
Uncertainties associated with the development of new products and product features,
|
•
|
Future litigation,
|
•
|
Our ability to protect or defend our intellectual property rights,
|
•
|
Potential difficulties in integrating future acquisitions,
|
•
|
Decisions to sell operating assets other than in the ordinary course of business,
|
•
|
Environmental matters (such as those requiring emission and discharge standards for existing and new facilities),
|
•
|
The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform,
|
•
|
The impact of current or future government regulations (including employee healthcare benefit related regulations),
|
•
|
General global economic and political conditions that disrupt or introduce instability into our supply chain, impact our
customers’ level of demand or our customers’ perception regarding demand or impair our ability to operate our facilities (including changes in the level of gross domestic product in various regions of the world, natural disasters, terrorist
acts, global conflicts and public health crises such as COVID-19),
|
•
|
Operating interruptions (including, but not limited to labor disputes, hazardous chemical leaks, natural disasters, fires,
explosions, unscheduled or unplanned downtime, transportation interruptions, cyber-attacks and public health crises such as COVID-19); and
|
•
|
Possible disruption of our business or increases in the cost of doing business resulting from terrorist activities or global
conflicts.
|
Three months ended
|
Year ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2019
|
2020
|
2019
|
2020
|
|||||||||||||
(Unaudited)
|
||||||||||||||||
Net sales
|
$
|
29.6
|
$
|
30.0
|
$
|
124.2
|
$
|
114.5
|
||||||||
Cost of sales
|
20.7
|
22.3
|
85.2
|
81.7
|
||||||||||||
Gross margin
|
8.9
|
7.7
|
39.0
|
32.8
|
||||||||||||
Selling, general and administrative expense
|
5.4
|
5.4
|
21.3
|
21.0
|
||||||||||||
Operating income
|
3.5
|
2.3
|
17.7
|
11.8
|
||||||||||||
Interest income
|
0.7
|
0.4
|
3.2
|
1.7
|
||||||||||||
Income before taxes
|
4.2
|
2.7
|
20.9
|
13.5
|
||||||||||||
Provision for income taxes
|
1.0
|
0.4
|
4.9
|
3.2
|
||||||||||||
Net income
|
$
|
3.2
|
$
|
2.3
|
$
|
16.0
|
$
|
10.3
|
||||||||
Basic and diluted net income
|
||||||||||||||||
per common share
|
$
|
0.26
|
$
|
0.17
|
$
|
1.29
|
$
|
0.83
|
||||||||
Weighted average diluted common
|
||||||||||||||||
shares outstanding
|
12.4
|
12.5
|
12.4
|
12.4
|
FOR IMMEDIATE RELEASE:
|
CONTACT:
|
CompX International Inc.
|
Janet G. Keckeisen
|
Three Lincoln Centre
|
Investor Relations
|
5430 LBJ Freeway, Suite 1700
|
Tel. 972-233-1700
|
Dallas, Texas 75240
|