Table of Contents‌

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

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

Dallas, Texas 75240-2620

(Address of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	CIX	NYSE American

Indicate by check mark 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 and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒    No  ☐

Indicate by check mark 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 such files).   Yes  ☒    No  ☐

Indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒.

As of November 1, 2024, the registrant had 12,318,557 shares of Class A common stock, $.01 par value per share, outstanding.

COMPX INTERNATIONAL INC.

Index

		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets – December 31, 2023 and September 30, 2024 (unaudited)	- 3 -
	Condensed Consolidated Statements of Income and Comprehensive Income (unaudited) – Three and nine months ended September 30, 2023 and 2024	- 4 -
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) – Three and nine months ended September 30, 2023 and 2024	- 5 -
	Condensed Consolidated Statements of Cash Flows (unaudited) – Nine months ended September 30, 2023 and 2024	- 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	- 18 -
Item 4.	Controls and Procedures	- 18 -
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	- 20 -
Item 1A.	Risk Factors	- 20 -
Item 6.	Exhibits	- 20 -

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,
ASSETS	2023		2024
			(unaudited)
Current assets:
Cash and cash equivalents	$	41,393	$	58,788
Marketable securities		35,354		—
Accounts receivable, net		17,061		14,458
Inventories, net		30,712		28,008
Prepaid expenses and other		2,110		2,245
Total current assets		126,630		103,499
Other assets:
Note receivable from affiliate		10,600		7,900
Goodwill		23,742		23,742
Other noncurrent assets		769		704
Total other assets		35,111		32,346
Property and equipment:
Land		5,390		5,390
Buildings		23,239		23,262
Equipment		74,315		75,334
Construction in progress		676		527
		103,620		104,513
Less accumulated depreciation		77,757		80,252
Net property and equipment		25,863		24,261
Total assets	$	187,604	$	160,106
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	15,745	$	13,074
Income taxes payable to affiliate		1,460		694
Total current liabilities		17,205		13,768
Noncurrent liabilities:
Deferred income taxes		1,509		972
Other		41		36
Total noncurrent liabilities		1,550		1,008
Stockholders' equity:
Preferred stock		—		—
Class A common stock		123		123
Additional paid-in capital		53,275		53,396
Retained earnings		115,457		91,811
Accumulated other comprehensive loss -   unrealized loss on marketable securities		(6)		—
Total stockholders' equity		168,849		145,330
Total liabilities and stockholders’ equity	$	187,604	$	160,106

Commitments and contingencies (Note 8)

See accompanying Notes to Condensed Consolidated Financial Statements.

- 3 -

COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except per share data)

	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2024		2023		2024
	(unaudited)
Net sales	$	40,355	$	33,667	$	118,122	$	107,525
Cost of sales		27,736		24,199		82,526		77,225
Gross margin		12,619		9,468		35,596		30,300
Selling, general and administrative expense		6,074		6,119		17,644		18,155
Operating income		6,545		3,349		17,952		12,145
Interest income		1,064		1,235		3,003		3,754
Income before income taxes		7,609		4,584		20,955		15,899
Provision for income taxes		1,852		1,106		5,058		3,823
Net income	$	5,757	$	3,478	$	15,897	$	12,076
Other comprehensive income (loss), marketable securities adjustment:
Unrealized income (loss) arising during year, net		30		1		(72)		6
Comprehensive income	$	5,787	$	3,479	$	15,825	$	12,082
Basic and diluted net income per common share	$	.47	$	.28	$	1.29	$	.98
Basic and diluted weighted average shares outstanding		12,314		12,319		12,310		12,316

See accompanying Notes to Condensed Consolidated Financial Statements.

- 4 -

COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

	Three months ended September 30, 2023 and 2024 (unaudited)
							Accumulated
	Class A		Additional				other		Total
	common		paid-in		Retained		comprehensive		stockholders'
	stock		capital		earnings		loss		equity
Balance at June 30, 2023	$	123	$	53,275	$	109,160	$	(119)	$	162,439
Net income		—		—		5,757		—		5,757
Cash dividends ($.25 per share)		—		—		(3,078)		—		(3,078)
Other comprehensive income		—		—		—		30		30
Balance at September 30, 2023	$	123	$	53,275	$	111,839	$	(89)	$	165,148
Balance at June 30, 2024	$	123	$	53,396	$	116,665	$	(1)	$	170,183
Net income		—		—		3,478		—		3,478
Cash dividends ($2.30 per share)		—		—		(28,332)		—		(28,332)
Other comprehensive income		—		—		—		1		1
Balance at September 30, 2024	$	123	$	53,396	$	91,811	$	—	$	145,330

	Nine months ended September 30, 2023 and 2024 (unaudited)
							Accumulated
	Class A		Additional				other		Total
	common		paid-in		Retained		comprehensive		stockholders'
	stock		capital		earnings		loss		equity
Balance at December 31, 2022	$	123	$	53,155	$	105,175	$	(17)	$	158,436
Net income		—		—		15,897		—		15,897
Issuance of common stock		—		120		—		—		120
Cash dividends ($.75 per share)		—		—		(9,233)		—		(9,233)
Other comprehensive loss		—		—		—		(72)		(72)
Balance at September 30, 2023	$	123	$	53,275	$	111,839	$	(89)	$	165,148
Balance at December 31, 2023	$	123	$	53,275	$	115,457	$	(6)	$	168,849
Net income		—		—		12,076		—		12,076
Issuance of common stock		—		121		—		—		121
Cash dividends ($2.90 per share)		—		—		(35,722)		—		(35,722)
Other comprehensive income		—		—		—		6		6
Balance at September 30, 2024	$	123	$	53,396	$	91,811	$	—	$	145,330

See accompanying Notes to Condensed Consolidated Financial Statements.

- 5 -

COMPX INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine months ended
	September 30,
	2023		2024
	(unaudited)
Cash flows from operating activities:
Net income	$	15,897	$	12,076
Depreciation and amortization		2,996		2,763
Deferred income taxes		(556)		(539)
Noncash interest income		(1,397)		(639)
Other, net		332		339
Change in assets and liabilities:
Accounts receivable, net		(1,900)		2,595
Inventories, net		(3,199)		2,494
Accounts payable and accrued liabilities		(526)		(2,634)
Accounts with affiliates		316		(766)
Prepaids and other, net		(194)		(78)
Net cash provided by operating activities		11,769		15,611
Cash flows from investing activities:
Capital expenditures		(564)		(1,194)
Marketable securities:
Purchases		(36,325)		—
Proceeds from maturities		24,000		36,000
Note receivable from affiliate:
Collections		21,900		20,400
Advances		(20,700)		(17,700)
Net cash provided by (used in) investing activities		(11,689)		37,506
Cash flows from financing activities -
Dividends paid		(9,233)		(35,722)
Cash and cash equivalents - net change from:
Operating, investing and financing activities		(9,153)		17,395
Balance at beginning of period		26,748		41,393
Balance at end of period	$	17,595	$	58,788
Supplemental disclosures -
Cash paid for income taxes	$	5,315	$	5,154

See accompanying Notes to Condensed Consolidated Financial Statements.

- 6 -

COMPX INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited)

Note 1 – Organization and basis of presentation:

Organization. We (NYSE American: CIX) were approximately 87% owned by NL Industries, Inc. (NYSE: NL) at September 30, 2024. At September 30, 2024, Valhi, Inc. (NYSE: VHI) owned approximately 83% of NL’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation owned approximately 91% of Valhi’s outstanding common stock. A majority of Contran’s outstanding voting stock is held directly by Lisa K. Simmons, and by family stockholders (Thomas C. Connelly (the husband of Ms. Simmons’ late sister), a family-owned entity and various family trusts established for the benefit of Ms. Simmons, Mr. Connelly and their children) who are required to vote their shares of Contran voting stock in the same manner as Ms. Simmons. Such voting rights are personal to Ms. Simmons and last through April 22, 2030. The remainder of Contran’s outstanding voting stock is held by another trust (the “Family Trust”), which was established for the benefit of Ms. Simmons and her late sister and their children and for which a third-party financial institution serves as trustee. Consequently, at September 30, 2024 Ms. Simmons and the Family Trust may be deemed to control Contran, and therefore may be deemed to indirectly control the wholly-owned subsidiary of Contran, Valhi, NL 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, 2023 that we filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024 (the “2023 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, 2023 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, 2023) 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, 2024 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 2023 Consolidated Financial Statements contained in our 2023 Annual Report.

Cash dividends in 2024 include a $2.00 per share special dividend.

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, 2023, December 31, 2023 and September 30, 2024. The actual dates of our annual and quarterly periods are October 1, 2023, December 31, 2023 and September 29, 2024, 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,
	2023		2024		2023		2024
	(In thousands)
Net sales:
Security Products	$	31,376	$	26,567	$	84,390	$	84,667
Marine Components		8,979		7,100		33,732		22,858
Total net sales	$	40,355	$	33,667	$	118,122	$	107,525
Operating income:
Security Products	$	6,496	$	4,553	$	16,009	$	15,445
Marine Components		1,693		603		6,953		2,024
Corporate operating expenses		(1,644)		(1,807)		(5,010)		(5,324)
Total operating income		6,545		3,349		17,952		12,145
Interest income		1,064		1,235		3,003		3,754
Income before income taxes	$	7,609	$	4,584	$	20,955	$	15,899

Intersegment sales are not material.

n

Note 3 – Marketable securities:

			Amortized		Unrealized
	Market value		cost basis		loss, net
	(In thousands)
December 31, 2023:
Current assets	$	35,354	$	35,359	$	(5)
September 30, 2024:
Current assets	$	—	$	—	$	—

Our marketable securities consist of investments in debt securities. We classify our marketable securities as available-for-sale. The fair value of our marketable securities is generally determined using Level 2 inputs because although these securities are traded, in many cases the market is not active and the quarter-end valuation is generally based on the last trade of the quarter, which may be several days prior to quarter end. We accumulate unrealized gains and losses on marketable debt securities as part of accumulated other comprehensive income (loss), net of related deferred income taxes.

Note 4 – Accounts receivable, net:

	December 31,		September 30,
	2023		2024
	(In thousands)
Accounts receivable, net:
Security Products	$	14,950	$	11,653
Marine Components		2,181		2,875
Allowance for doubtful accounts		(70)		(70)
Total accounts receivable, net	$	17,061	$	14,458

- 8 -

Note 5 – Inventories, net:

	December 31,		September 30,
	2023		2024
	(In thousands)
Raw materials:
Security Products	$	3,569	$	4,178
Marine Components		2,169		1,522
Total raw materials		5,738		5,700
Work-in-process:
Security Products		13,879		12,880
Marine Components		5,163		4,550
Total work-in-process		19,042		17,430
Finished goods:
Security Products		3,175		2,801
Marine Components		2,757		2,077
Total finished goods		5,932		4,878
Total inventories, net	$	30,712	$	28,008

Note 6 – Accounts payable and accrued liabilities:

	December 31,		September 30,
	2023		2024
	(In thousands)
Accounts payable:
Security Products	$	2,514	$	2,550
Marine Components		634		586
Corporate		—		13
Payable to affiliate - Contran		—		142
Employee benefits		10,712		7,834
Deferred revenue		559		98
Insurance		289		311
Taxes other than on income		285		512
Advances from customers		267		97
Customer tooling		145		255
Professional services		—		270
Other		340		406
Total accounts payable and accrued liabilities	$	15,745	$	13,074

Note 7 – Provision for income taxes:

	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2024		2023		2024
	(In thousands)
Expected tax expense, at the U.S. federal statutory   income tax rate of 21%	$	1,598	$	963	$	4,401	$	3,339
State income taxes		230		134		631		467
Other, net		24		9		26		17
Total provision for income taxes	$	1,852	$	1,106	$	5,058	$	3,823
Comprehensive provision for income taxes allocable to:
Net income	$	1,852	$	1,106	$	5,058	$	3,823
Other comprehensive income (loss) - marketable securities		8		(1)		(23)		(1)
Total	$	1,860	$	1,105	$	5,035	$	3,822

- 9 -

Note 8 – Commitments and contingencies:

From time to time, we may be involved in various environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our business. At least quarterly our management discusses and evaluates the status of any pending litigation to which we are a party. The factors considered in such evaluation include, among other things, the nature of such pending cases, the status of such pending cases, the advice of legal counsel and our experience in similar cases (if any). Based on such evaluation, we make a determination as to whether we believe (i) it is probable a loss has been incurred, and if so if the amount of such loss (or a range of loss) is reasonably estimable, or (ii) it is reasonably possible but not probable a loss has been incurred, and if so if the amount of such loss (or a range of loss) is reasonably estimable, or (iii) the probability a loss has been incurred is remote. We have not accrued any amounts for litigation matters because it is not reasonably possible we have incurred a loss that would be material to our consolidated financial statements, results of operations or liquidity.

Note 9 – Financial instruments:

See Note 3 for information on how we determine the fair value of our marketable securities.

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

	December 31, 2023				September 30, 2024
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
	(In thousands)
Cash and cash equivalents	$	41,393	$	41,393	$	58,788	$	58,788

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

Note 10 – 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 under which, as amended, we agreed to loan Valhi up to $25 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, 2025. Loans made to Valhi at any time under the agreement are at our discretion. At September 30, 2024, the outstanding principal balance receivable from Valhi under the promissory note was $7.9 million. Interest income (including unused commitment fees) on our loan to Valhi was $.9 million and $.8 million for the nine months ended September 30, 2023 and 2024, respectively.

Note 11 – Recent Accounting Pronouncements:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires public companies to disclose significant segment expenses and other segment items on an annual and interim basis. The ASU also mandates public companies to provide all annual segment disclosures currently required annually in interim periods. Public companies will also be required to disclose the title and position of the chief operating decision maker (“CODM”) and explain how the CODM uses the reported measure of segment profit or loss in assessing segment performance and allocation of resources. The ASU is effective for us beginning with our 2024 Annual Report, and for interim reporting, in the first quarter of 2025, with retrospective application required. We are in the process of evaluating the additional disclosure requirements across all segments.

- 10 -

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires additional annual disclosure and disaggregation for the rate reconciliation, income taxes paid and income tax expense by federal, state and foreign tax jurisdictions. In addition, the standard increases the disclosure requirements for items included in the rate reconciliation that meet a quantitative threshold. The ASU is effective for us beginning with our 2025 Annual Report. The ASU may be applied prospectively; however, entities have the option to apply it retrospectively. We are in the process of evaluating the additional disclosure requirements.

- 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 electrical cabinet locks and other locking mechanisms used in postal, recreational transportation, office and institutional furniture, cabinetry, tool storage and healthcare applications. We also manufacture wake enhancement systems, stainless steel exhaust systems, gauges, throttle controls, trim tabs and related hardware and accessories for the recreational marine and other industries through our Marine Components segment.

General

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements in this Quarterly Report that are not historical facts are forward-looking in nature and represent management’s beliefs and assumptions based on currently available information. In some cases, you can identify forward-looking statements by the use of words such as “believes,” “intends,” “may,” “should,” “could,” “anticipates,” “expects” or comparable terminology, or by discussions of strategies or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we do not know if these expectations will be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results. Actual future results could differ materially from those predicted. The factors that could cause actual future results to differ materially from those described herein are the risks and uncertainties discussed in this Quarterly Report and those described from time to time in our other filings with the SEC and include, but are not limited to, the following:

● Future demand for our products,

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

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

● The impact of pricing and production decisions,

● Customer and competitor strategies including substitute products,

● Uncertainties associated with the development of new products and product features,

● Pending or possible 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,

● Government laws and regulations and possible changes therein, including new environmental, health and safety, sustainability or other regulations,

● General global economic and political conditions that disrupt our supply chain, reduce demand or perceived demand for component products 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),

- 12 -

● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises);

● Technology related disruptions (including, but not limited to, cyber attacks; software implementation, upgrades or improvements; technology processing failures; or other events) related to our technology infrastructure that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders; 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.

Operating Income Overview

Operating income in the third quarter of 2024 was $3.3 million compared to $6.6 million in the third quarter of 2023. The decrease in operating income in the third quarter of 2024 compared to 2023 is due to lower sales and gross margin at both Security Products and Marine Components. Operating income for the first nine months of 2024 was $12.1 million compared to $18.0 million in the first nine months of 2023. The decrease in operating income in the first nine months of 2024 compared to 2023 is primarily due to lower Marine Components sales and gross margin.

We sell a large number of products that have a wide variation in selling price and manufacturing cost, which results in certain practical limitations on our ability to quantify the impact of changes in individual product sales quantities and selling prices on our net sales, cost of sales and gross margin. In addition, small variations in period-to-period net sales, cost of sales and gross margin can result from changes in the relative mix of our products sold.

Results of Operations

	Three months ended
	September 30,
	2023		%		2024		%
	(Dollars in thousands)
Net sales	$	40,355	100.0	%	$	33,667	100.0	%
Cost of sales		27,736	68.7			24,199	71.9
Gross margin		12,619	31.3			9,468	28.1
Operating costs and expenses		6,074	15.1			6,119	18.2
Operating income	$	6,545	16.2	%	$	3,349	9.9	%

	Nine months ended
	September 30,
	2023		%		2024		%
	(Dollars in thousands)
Net sales	$	118,122	100.0	%	$	107,525	100.0	%
Cost of sales		82,526	69.9			77,225	71.8
Gross margin		35,596	30.1			30,300	28.2
Operating costs and expenses		17,644	14.9			18,155	16.9
Operating income	$	17,952	15.2	%	$	12,145	11.3	%

Net sales. Net sales decreased $6.7 million in the third quarter of 2024 compared to the same period in 2023 primarily due to lower Security Products sales to a government security customer and to a lesser extent lower Marine Components sales primarily to the towboat market. Net sales decreased $10.6 million for the first nine months of 2024

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compared to the same period in 2023 primarily due to lower Marine Components sales to the towboat market. See segment discussion below.

Cost of sales and gross margin. Cost of sales as a percentage of sales increased 3.2% in the third quarter of 2024 compared to the same period in 2023. As a result, gross margin as a percentage of sales decreased over the same period. Gross margin percentage decreased in the third quarter of 2024 compared to the same period in 2023 primarily due to lower gross margin percentages at both Security Products and Marine Components. Cost of sales as a percentage of sales increased 1.9% for the first nine months of 2024 compared to the same period in 2023. As a result, gross margin as a percentage of sales declined over the same period. The decline in gross margin percentage for the nine-month comparative period is primarily due to lower gross margin percentage at Marine Components. See segment discussion below.

Operating costs and expenses. Operating costs and expenses consist primarily of sales and administrative-related personnel costs, sales commissions and advertising expenses directly related to product sales and administrative costs relating to business unit and corporate management activities, as well as any gains and losses on property and equipment. Operating costs and expenses for the third quarter of 2024 were comparable to the same period in 2023. For the first nine months of 2024, operating costs and expenses increased $.6 million compared to the same period in 2023 primarily due to higher employee salaries and benefits at Security Products during the first half of the year. Operating costs and expenses as a percentage of net sales increased for the third quarter of 2024 compared to the same period in 2023 due to decreased coverage of operating costs and expenses as a result of lower sales. Operating costs and expenses as a percentage of net sales increased for the first nine months of 2024 compared to the same period in 2023 due to decreased coverage of operating costs and expenses as a result of lower sales and higher operating costs as noted above.

Operating income. As a percentage of net sales, operating income for the third quarter and the first nine months of 2024 compared to the same periods of 2023 was primarily impacted by the factors affecting sales, cost of sales, gross margin and operating costs and expenses. See segment discussion below.

Interest income. Interest income increased $.2 million and $.8 million in the third quarter and for the first nine months of 2024, respectively, compared to the same periods in 2023 primarily due to higher average interest rates and higher average investment balances, somewhat offset by lower average balances on the revolving promissory note receivable from Valhi. See Notes 3 and 10 to our Condensed Consolidated Financial Statements.

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

Key performance indicators for our segments are gross margin and operating income.

	Three months ended								Nine months ended
	September 30,						%		September 30,						%
	2023			2024			Change		2023			2024			Change
	(Dollars in thousands)								(Dollars in thousands)
Security Products:
Net sales	$	31,376		$	26,567		(15)	%	$	84,390		$	84,667		—	%
Cost of sales		21,347			18,486		(13)			58,475			58,862		1
Gross margin		10,029			8,081		(19)			25,915			25,805		—
Operating costs and expenses		3,533			3,528		—			9,906			10,360		5
Operating income	$	6,496		$	4,553		(30)		$	16,009		$	15,445		(4)
Gross margin		32.0	%		30.4	%				30.7	%		30.5	%
Operating income margin		20.7			17.1					19.0			18.2

Security Products. Security Products net sales decreased 15% in the third quarter of 2024 compared to the same period in 2023 primarily due to lower sales for a government security customer related to a pilot project that began shipping in the third quarter of 2023 for which there were no related sales in the third quarter of 2024. Relative to prior year, sales

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were $5.0 million lower to the government security market and $1.4 million lower to the transportation market, partially offset by $1.2 million higher sales to the healthcare market. Security Products net sales in the first nine months of 2024 were comparable to the same period in 2023, as $1.5 million higher sales to the healthcare market and $.6 million higher sales to the tool storage market were offset by $1.1 million lower sales to the transportation market, $.7 million lower sales to distributors and $.4 million lower sales to the government security market.

Gross margin as a percentage of net sales decreased for the third quarter of 2024 compared to the same period in 2023 primarily due to lower sales, higher materials costs (primarily brass and electronics), higher labor costs and decreased coverage of fixed costs as a result of lower sales. Operating income as a percentage of net sales decreased in the third quarter of 2024 compared to the same period in 2023 due to the factors impacting gross margin as well as decreased coverage of operating costs and expenses on lower sales. Gross margin as a percentage of net sales for the first nine months of 2024 is comparable to the same period in 2023. Operating income as a percentage of net sales decreased in the first nine months of 2024 compared to the same period in 2023 due to increased operating costs and expenses including higher employee salaries and benefits of $.4 million, primarily in the first half of the year.

	Three months ended								Nine months ended
	September 30,						%		September 30,						%
	2023			2024			Change		2023			2024			Change
	(Dollars in thousands)								(Dollars in thousands)
Marine Components:
Net sales	$	8,979		$	7,100		(21)	%	$	33,732		$	22,858		(32)	%
Cost of sales		6,389			5,713		(11)			24,051			18,363		(24)
Gross margin		2,590			1,387		(46)			9,681			4,495		(54)
Operating costs and expenses		897			784		(13)			2,728			2,471		(9)
Operating income	$	1,693		$	603		(64)		$	6,953		$	2,024		(71)
Gross margin		28.8	%		19.5	%				28.7	%		19.7	%
Operating income margin		18.9			8.5					20.6			8.9

Marine Components. Marine Components net sales decreased 21% in the third quarter of 2024 compared to the same period in 2023. Relative to prior year, the decrease in third quarter sales was primarily due to $1.3 million lower sales to the towboat market and $.5 million lower sales to the industrial market. Marine Components net sales decreased 32% in the first nine months of 2024 compared to the same period in 2023. Relative to prior year, the decrease in sales for the first nine months was primarily due to $8.7 million lower sales to the towboat market, $1.1 million lower sales to the industrial market and $.6 million lower sales to each the engine builder market and distributors.

Gross margin as a percentage of sales decreased in the third quarter of 2024 compared to the same period in 2023 primarily due to lower sales and decreased coverage of fixed costs as a result of lower sales, partially offset by a more favorable customer and product mix as well as lower employee salaries and benefits of approximately $.5 million related to headcount reductions. Operating income as a percentage of net sales decreased in the third quarter of 2024 compared to the same period in 2023 due to the factors impacting gross margin as well as decreased coverage of operating costs and expenses on lower sales, partially offset by slightly reduced operating costs and expenses, including lower employee salaries and benefits of approximately $.1 million. For the first nine months of 2024, gross margin as a percentage of net sales declined compared to the same period in 2023 primarily due to higher cost inventory produced during the fourth quarter of 2023 and sold in the first quarter of 2024 and decreased coverage of fixed costs as a result of lower sales, partially offset by a more favorable customer and product mix as well as lower employee salaries and benefits of approximately $1.7 million related to headcount reductions. Operating income as a percentage of net sales decreased in the first nine months of 2024 compared to the same period in 2023 due to the factors impacting gross margin as well as decreased coverage of operating costs and expenses on lower sales, partially offset by reduced operating costs and expenses, including lower employee salaries and benefits of $.2 million.

Outlook. As previously noted, beginning in the third quarter of 2023 Security Products had significant sales from a pilot project to a government security customer. Excluding these sales in 2023, sales would have increased in the first nine months of 2024 as compared to the first nine months of 2023 due to increased sales across a variety of markets, particularly increased sales of mechanical locks to the government security market. At Marine Components, the decline in sales to the towboat market as a result of the contraction in the recreational marine industry that began late in the first quarter of 2023 has continued. We are focused on aligning our resources with current demand levels, and particularly at

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Marine Components, we are adjusting inventory levels, operating expenses and labor resources to align with current orders while also preserving our ability to respond quickly when demand increases. Raw material prices have been relatively stable during the first nine months of 2024; however, we are beginning to experience price increases in certain raw materials. Our supply chains are stable and transportation and logistical delays are minimal. We have adjusted our order patterns in response to our customer demand levels and the stability of our raw materials supplies.

We expect Security Products sales comparisons for the remainder of the year will be challenged by lower government security sales as the 2023 pilot project to a government security customer will not repeat. We expect our recurring Security Products sales for the remainder of the year to continue to be strong relative to the prior year. Overall, we expect Security Products gross margin and operating income margin for 2024 will be lower than 2023 primarily due to reduced coverage of fixed, selling, general and administrative costs as a result of lower expected sales as well as a less favorable product mix and higher materials and labor costs in the current economic environment. We expect Marine Components net sales for the full year of 2024 will be lower as compared to 2023 due to decreased demand in the towboat market. The recreational marine industry faces strong headwinds due to higher interest rates and broader market weakness. Overall, we expect Marine Components gross margin as a percentage of net sales for 2024 to be lower than 2023 due to lower coverage of fixed overhead as a result of lower expected sales, and operating income as a percentage of net sales to be similarly lower as a result of reduced coverage of selling, general and administrative expenses due to lower expected sales. We ended 2023 with elevated inventory balances at our Marine Components segment as a result of increased orders of certain raw materials due to previously long lead times coupled with the rapidly changing towboat demand which created a misalignment of our raw materials with near term demand. We made significant progress in aligning our Marine Components inventory balances with current demand in the first nine months of 2024; however, we expect further reduction of inventory quantities will be offset by higher raw materials costs for certain projects in the industrial and other marine components markets, outside of the towboat market, which in many instances are more expensive than the stainless steel inventory used in towboat products.

Our expectations for our operations and the markets we serve are based on a number of factors outside our control. We have experienced global and domestic supply chain challenges, and any future impacts on our operations will depend on, among other things, any future disruption in our operations or our suppliers’ operations, the impact of economic conditions and geopolitical events on demand for our products or our customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.

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 net cash provided by operating activities for the first nine months of 2024 increased by $3.8 million as compared to the first nine months of 2023.  The increase in net cash provided is primarily due to the net effects of:

● A $8.2 million increase in the amount of net cash provided by relative changes in our inventories, receivables, prepaids, payables and non-tax related accruals in 2024;

● A $5.9 million decrease in operating income in 2024; and

● A $1.4 million increase in interest received in 2024 due to higher interest rates and increased investment balances, partially offset by lower average balances on our loan to an affiliate.

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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, 2023 to September 30, 2024 varied by segment primarily as a result of relative changes in the timing of sales and collections relative to the end of the quarter. For comparative purposes, we have provided December 31, 2022 and September 30, 2023 numbers below.

	December 31,	September 30,	December 31,	September 30,
Days Sales Outstanding:	2022	2023	2023	2024
Security Products	45 Days	48 Days	37 Days	40 Days
Marine Components	30 Days	33 Days	31 Days	37 Days
Consolidated CompX	41 Days	45 Days	36 Days	39 Days

Our average number of days in inventory increased from December 31, 2023 to September 30, 2024 primarily due to the increase at Security Products somewhat offset by the decline at Marine Components. Security Products days in inventory at December 31, 2023 is lower than usual due to the fulfillment and shipping of a significant order during the fourth quarter of 2023 and September 30, 2024 is more favorable to September 30, 2023 balances due to planned inventory reductions. The average number of days in inventory for Marine Components declined from December 31, 2023 to September 30, 2024 as a result of planned inventory reductions. For comparative purposes, we have provided December 31, 2022 and September 30, 2023 numbers below.

	December 31,	September 30,	December 31,	September 30,
Days in Inventory:	2022	2023	2023	2024
Security Products	101 Days	103 Days	77 Days	98 Days
Marine Components	95 Days	144 Days	175 Days	130 Days
Consolidated CompX	99 Days	112 Days	95 Days	105 Days

Investing activities. Our capital expenditures were $1.2 million and $.6 million in the first nine months of 2024 and 2023, respectively. During the first nine months of 2024, Valhi repaid a net $2.7 million under the promissory note ($17.7 million of gross borrowings and $20.4 million of gross repayments). During the first nine months of 2023, Valhi repaid a net $1.2 million under the promissory note ($20.7 million of gross borrowings and $21.9 million of gross repayments). See Note 10 to our Condensed Consolidated Financial Statements.

During the first nine months of 2024, we received gross proceeds totaling $36.0 million related to U.S. treasury bill maturities. During the first nine months of 2023, we had gross purchases of U.S. treasury marketable securities aggregating $36.3 million and received gross proceeds totaling $24.0 million related to U.S. treasury bill maturities. See Note 3 to our Condensed Consolidated Financial Statements.

Financing activities. Financing activities consisted only of cash dividends. In February 2024, our board of directors increased our regular quarterly dividend from $.25 per share to $.30 per share beginning in the first quarter of 2024. During the first nine months of 2024 and 2023, we paid aggregate quarterly dividends to CompX stockholders of $11.1 million and $9.2 million, respectively. Additionally, in August 2024 our board of directors declared a special dividend on our Class A common stock of $2.00 per share ($24.6 million). The declaration and payment of future dividends and the amount thereof, if any, is discretionary and is dependent upon our results of operations, financial condition, cash requirements for our businesses, contractual requirements and restrictions and other factors deemed relevant by our board of directors. The amount and timing of past dividends is not necessarily indicative of the amount or timing of any future dividends which we might pay.

Future cash requirements –

Liquidity. Our primary source of liquidity on an ongoing basis is our cash flow from operating activities, which is generally used to (i) fund capital expenditures, (ii) repay short-term or long-term indebtedness incurred primarily for capital expenditures, investment activities or reducing our outstanding stock, (iii) provide for the payment of dividends (if declared), and (iv) lend to affiliates. From time-to-time, we will incur indebtedness, primarily to fund capital expenditures or business combinations.

Periodically, we evaluate liquidity requirements, alternative uses of capital, capital needs and available resources in view of, among other things, our capital expenditure requirements, dividend policy and estimated future operating cash flows. As a result of this process, we have in the past and may in the future seek to raise additional capital, refinance or

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restructure indebtedness, issue additional securities, modify our dividend policy or take a combination of such steps to manage our liquidity and capital resources. In the normal course of business, we may review opportunities for acquisitions, joint ventures or other business combinations in the component products industry. In the event of any such transaction, we may consider using available cash, issuing additional equity securities or increasing our indebtedness or that of our subsidiaries.

We believe that cash generated from operations together with cash on hand, as well as our ability to obtain external financing, will be sufficient to meet our liquidity needs for working capital, capital expenditures, debt service, dividends (if declared) and any amounts we might loan from time to time under the terms of our revolving loan to Valhi discussed in Note 10 to our Condensed Consolidated Financial Statements (which loans would be solely at our discretion) for both the next 12 months and five years. To the extent that our actual operating results or other developments differ from our expectations, our liquidity could be adversely affected.

All of our $58.8 million aggregate cash and cash equivalents at September 30, 2024 were held in the U.S.

Capital expenditures. Firm purchase commitments for capital projects in process at September 30, 2024 totaled $.6 million. We expect our capital expenditures for 2024 will be approximately $2.1 million primarily to meet our existing customer demand and those required to properly maintain our facilities and technology infrastructure.

Stock repurchase program. At September 30, 2024, we have 523,647 shares available for repurchase under a stock repurchase program authorized by our board of directors.

Commitments and contingencies –

We are subject to certain commitments and contingencies, as more fully described in our 2023 Annual Report, or in Note 8 to our Condensed Consolidated Financial Statements or in Part II, Item 1 of this report, including certain legal proceedings.

Recent accounting pronouncements –

See Note 11 to our Condensed Consolidated Financial Statements.

Critical accounting policies –

There have been no changes in the first nine months of 2024 with respect to our critical accounting policies presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report.

ITEM  3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to market risk from changes in interest rates and raw material prices. There have been no material changes in these market risks since we filed our 2023 Annual Report, and we refer you to Part I, Item 7A – “Quantitative and Qualitative Disclosure About Market Risk” in our 2023 Annual Report. See also Note 9 to our Condensed Consolidated Financial Statements.

ITEM  4.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures which, as defined in Exchange Act Rule 13a-15(e), 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 performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Our management with the participation of Scott C. James, our President and Chief Executive Officer, and Amy A. Samford, our Executive Vice President and Chief Financial Officer, has evaluated the design and operating

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effectiveness of our disclosure controls and procedures as of September 30, 2024. 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. Our management is responsible for establishing and maintaining adequate internal control over financial reporting which, as defined in Exchange Act Rule 13a-15(f), 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 generally accepted accounting principles, 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 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 an 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 have been no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

ITEM  1.Legal Proceedings.

Refer to Note 8 to our Condensed Consolidated Financial Statements, our June 30, 2024 Quarterly Report on Form 10-Q and our 2023 Annual Report for descriptions of certain legal proceedings.

ITEM  1A.Risk Factors.

Reference is made to the 2023 Annual Report for a discussion of risk factors related to our businesses.

ITEM  6.Exhibits.

Item No.	Exhibit Index
31.1	Certification
31.2	Certification
32.1	Certification
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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:  November 6, 2024	By:	/s/ Amy A. Samford
		Amy A. Samford
		Executive Vice President and Chief Financial Officer
	By:	/s/ Amy E. Ruf
		Amy E. Ruf
		Vice President and Controller

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