SEC Filing Html Data
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of the earliest event reported)
March
3, 2010
CompX
International Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-13905
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57-0981653
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5430
LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
448-1400
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(Former
name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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Item
7.01
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Regulation
FD Disclosure.
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Pursuant
to Items 2.02 and 7.01 of this current report, the registrant hereby furnishes
the information set forth in its press release issued on March 3, 2010, a copy
of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
The
information, including the exhibit, the registrant furnishes in this report 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 information by
reference, except as otherwise expressly stated in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(c) Exhibits.
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Item
No.
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Exhibit
Index
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99.1
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Press
Release dated March 3, 2010 issued by the
registrant.
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SIGNATURE
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 hereunto
duly authorized.
COMPX
INTERNATIONAL INC.
(Registrant)
By: /s/ A. Andrew R.
Louis
A. Andrew
R. Louis
Secretary
Date: March
3, 2010
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Press
Release dated March 3, 2010 issued by the
registrant.
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PRESS
RELEASE
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FOR
IMMEDIATE RELEASE:
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CONTACT:
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CompX
International Inc.
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David
A. Bowers
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5430
LBJ Freeway, Suite 1700
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President
& CEO
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Dallas,
Texas 75240
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Tel.
864-286-1122
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COMPX
REPORTS FOURTH QUARTER 2009 RESULTS
DALLAS,
TEXAS …March 3, 2010 … CompX International Inc. (NYSE: CIX) announced today
sales of $29.0 million for the fourth quarter of 2009 compared to $37.4 million
in the same period of 2008. Net sales for the year ended December 31,
2009, were $116.1 million compared to $165.5 million in the previous
year. CompX reported an operating loss of $2.0 million in the fourth
quarter of 2009 compared to operating income of $3.1 million in the same period
in 2008, and reported an operating loss of $4.0 million for the year ended
December 31, 2009 compared to operating income of $6.2 million for
2008. The 2008 operating results include a non-cash goodwill
impairment charge of $9.9 million, as discussed below. The 2009
operating results for the fourth quarter include charges relating to litigation
expenses of $2.1 million. The 2009 operating loss for the year
includes aggregate charges relating to litigation expenses and a valuation
adjustment for assets held for sale of $5.3 million.
For the
fourth quarter of 2009, we reported a net loss of $300,000, or $0.03 per share,
compared to net income of $700,000, or $0.06 per share, for the same period of
2008. Net loss for the year ended December 31, 2009 was $2.0 million,
or $0.16 per diluted share, compared to a net loss of $3.1 million, or $0.25 per
diluted share, in 2008. The year ended December 31, 2008 includes the
non-cash goodwill impairment charge noted above which was $0.80 per share,
relating to the Marine Components segment. Excluding the goodwill
impairment charge, 2008 operating income would have been $16.1
million.
Net sales
decreased principally due to lower requirements from our customers across all
business segments as a result of general unfavorable economic conditions in
North America. Excluding the impact of the 2008 goodwill impairment
charge, decreases in operating income are primarily due to the negative effects
of the lower order rates, reduced coverage of overhead and fixed manufacturing
costs from the resulting under-utilization of production capacity, higher legal
expense associated with certain patent related litigation and the assets held
for sale charge in the second quarter of 2009, partially offset by the positive
effects of cost reductions implemented in response to the lower order
rates.
- 1
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“I am
pleased with the efforts of our people in the face of the difficult market
conditions during 2009,” commented David A. Bowers, President &
CEO. “Our operations team did an excellent job of responding to the
decrease in demand by reducing operating costs by $6.4 million and generating
$15.3 million in cash flow from operations for the year. In addition
to focusing on improving the efficiency of our cost structure during 2009, we
continued to invest in new product offerings and identifying new markets for our
products. As a result, we feel that we are well positioned to take
advantage of demand growth as it returns.”
CompX is
a leading manufacturer of security products, furniture components and
performance marine components. It operates from six locations in the
U.S., Canada and Taiwan and employs approximately 800 people.
Forward-Looking
Statements
Statements
in this release relating to matters that are not historical facts are
forward-looking statements based upon management’s belief and assumptions using
currently available information. Although CompX believes the
expectations reflected in such forward-looking statements are reasonable, it
cannot give any assurances that these 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. While it is not possible to identify all
factors, CompX continues to face many risks and uncertainties. Among
the factors that could cause actual future results to differ materially include,
but are not limited to, general economic and political conditions, changes in
raw material and other operating costs, demand for office furniture, service
industry employment levels, competitive products and prices, fluctuations in
currency exchange rates, the introduction of trade barriers, potential
difficulties in integrating completed acquisitions, the ability to sustain or
increase operating income improvement resulting from cost control initiatives,
uncertainties associated with the development of new product features and other
risks and uncertainties detailed in CompX’s Securities and Exchange Commission
filings. 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. CompX disclaims any intention or obligation to publicly
update or revise such statements whether as a result of new information, future
events or otherwise.
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Explanation
of CompX’s Use of Non-GAAP Financial Measures
In
addition to results presented in accordance with GAAP, this news release
includes non-GAAP financial measures related to excluding the 2008 goodwill
impairment charge from GAAP operating income. CompX believes this
non-GAAP financial measure provides information useful to investors in
understanding the underlying operational performance of the company, its
business and performance trends. Specifically, the Company believes the
exclusion of goodwill impairment permits evaluation and a comparison of results
for on-going business operations, and it is on this basis that CompX’s
management internally assesses the company's performance. The goodwill
impairment is excluded from CompX’s segment measures used internally to evaluate
segment performance in accordance with GAAP because management does not consider
the impairment particularly relevant or useful in evaluating the operating
performance of our business segments. Although CompX believes the
above non-GAAP financial measure enhances investors' understanding of its
business and performance, this non-GAAP financial measure should not be
considered an alternative to GAAP basis financial measures.
Reconciliation
of GAAP to non-GAAP financial measures:
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Year
Ended
December 31, 2008
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||||
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(in
millions)
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||||
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Operating
income (GAAP)
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$ | 6.2 | ||
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Goodwill
impairment charge
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9.9 | |||
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Operating
income excluding goodwill impairment charge
(Non-GAAP)
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$ | 16.1 | ||
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COMPX
INTERNATIONAL INC.
SUMMARY
OF CONSOLIDATED OPERATIONS
(In
millions, except per share amounts)
(Unaudited)
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Three
months ended
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Year
ended
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|||||||||||||||
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December
31,
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December
31,
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|||||||||||||||
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2008
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2009
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2008
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2009
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(Unaudited)
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Net
sales
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$ | 37.4 | $ | 29.0 | $ | 165.5 | $ | 116.1 | ||||||||
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Cost
of goods sold
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29.3 | 23.2 | 125.2 | 92.3 | ||||||||||||
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Gross
margin
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8.1 | 5.8 | 40.3 | 23.8 | ||||||||||||
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Selling,
general and administrative expense
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5.6 | 5.5 | 24.8 | 22.5 | ||||||||||||
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Litigation
expense
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- | 2.1 | - | 4.6 | ||||||||||||
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Goodwill
impairment
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- | - | 9.9 | - | ||||||||||||
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Assets
held for sale write-down
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- | - | - | 0.7 | ||||||||||||
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Other
operating income (expense), net
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0.6 | (0.2 | ) | 0.6 | (0.4 | ) | ||||||||||
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Operating
income (loss)
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3.1 | (2.0 | ) | 6.2 | (4.0 | ) | ||||||||||
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Interest
expense
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(0.5 | ) | (0.2 | ) | (2.4 | ) | (1.1 | ) | ||||||||
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Other
non-operating income, net
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- | - | 0.3 | - | ||||||||||||
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Income
(loss) before income taxes
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2.6 | (2.2 | ) | 4.1 | (5.1 | ) | ||||||||||
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Provision
(benefit) for income taxes
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1.9 | (1.9 | ) | 7.2 | (3.1 | ) | ||||||||||
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Net
income (loss)
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$ | 0.7 | $ | (0.3 | ) | $ | (3.1 | ) | $ | (2.0 | ) | |||||
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Net
income (loss) per diluted common share
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$ | 0.06 | $ | (0.03 | ) | $ | (0.25 | ) | $ | (0.16 | ) | |||||
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Weighted
average diluted common shares
outstanding
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12.4 | 12.4 | 12.4 | 12.4 | ||||||||||||
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COMPX
INTERNATIONAL INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
millions)
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December
31,
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December
31,
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|||||||
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2008
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2009
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Assets
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Current
assets:
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Cash
and equivalents
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$ | 14.4 | $ | 20.8 | ||||
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Accounts
receivable, net
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16.8 | 11.7 | ||||||
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Inventories,
net
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22.7 | 16.3 | ||||||
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Deferred
income taxes and other
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4.7 | 6.3 | ||||||
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Note
receivable
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0.9 | - | ||||||
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Total
current assets
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59.5 | 55.1 | ||||||
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Intangibles
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32.9 | 32.4 | ||||||
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Net
property and equipment
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67.4 | 63.6 | ||||||
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Assets
held for sale
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3.5 | 2.8 | ||||||
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Other
assets
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0.1 | 0.1 | ||||||
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Total
assets
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$ | 163.4 | $ | 154.0 | ||||
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Liabilities
and Stockholders’ Equity
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Current
liabilities:
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Current
maturities of note payable to affiliate
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$ | 1.0 | $ | - | ||||
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Accounts
payable and accrued liabilities
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14.3 | 14.6 | ||||||
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Interest
payable to affiliate
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0.5 | - | ||||||
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Income
taxes
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1.2 | - | ||||||
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Total
current liabilities
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17.0 | 14.6 | ||||||
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Note
payable to affiliate
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42.0 | 42.2 | ||||||
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Deferred
income taxes and other
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13.1 | 12.2 | ||||||
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Stockholders’
equity
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91.3 | 85.0 | ||||||
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Total
liabilities and stockholders’ equity
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$ | 163.4 | $ | 154.0 | ||||
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