Table of Contents

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 June 30, 2012
Commission file number 1-13905

COMPX INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)

 
 	 	 	
Delaware	 	57-0981653	
(State or other jurisdiction of
Incorporation or organization)	 	(IRS Employer
Identification No.)	
 	 	
5430 LBJ Freeway, Suite 1700,
Three Lincoln Centre, Dallas, Texas	 	75240-2697	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (972) 448-1400

Indicate by checkmark:
Whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
Whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨
Whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer	 	¨	  	Accelerated filer	 	¨	
 	 	 	 	
Non-accelerated filer	 	x	  	Smaller reporting company	 	¨	
Whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x.
Number of shares of common stock outstanding on August 3, 2012:

Class A:	  	 	2,392,107	  	
Class B:	  	 	10,000,000	  	

 

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COMPX INTERNATIONAL INC.
Index

  	  	 	  	Page	
 	 	 	
Part I.	  	FINANCIAL INFORMATION	  	 	
 	 	 	
Item 1.	  	Financial Statements	  	 	
 	 	 	
 	  	Condensed Consolidated Balance Sheets –
December 31, 2011 and June 30, 2012 (unaudited)	  	3	
 	 	 	
 	  	Condensed Consolidated Statements of Operations –
Three and six months ended June 30, 2011 and 2012 (unaudited)	  	5	
 	 	 	
 	  	Condensed Consolidated Statements of Comprehensive Income –
Six months ended June 30, 2011 and 2012 (unaudited)	  	6	
 	 	 	
 	  	Condensed Consolidated Statements of Cash Flows –
Six months ended June 30, 2011 and 2012 (unaudited)	  	7	
 	 	 	
 	  	Condensed Consolidated Statement of Stockholders’ Equity –
Six months ended June 30, 2012 (unaudited)	  	8	
 	 	 	
 	  	Notes to Condensed Consolidated Financial Statements (unaudited)	  	9	
 	 	 	
Item 2.	  	Management’s Discussion and Analysis of Financial
Condition and Results of Operations	  	15	
 	 	 	
Item 3.	  	Quantitative and Qualitative Disclosure About Market Risk	  	25	
 	 	 	
Item 4.	  	Controls and Procedures	  	26	
 	 	 	
Part II.	  	OTHER INFORMATION	  	 	
 	 	 	
Item 1A.	  	Risk Factors	  	26	
 	 	 	
Item 6.	  	Exhibits	  	27	
 	
Items 2, 3, 4 and 5 of Part II are omitted because there is no information to report.	
 
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COMPX INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 	  	December 31,
2011	 	  	June 30,
2012	 	
 	  	 	 	  	(unaudited)	 	
ASSETS	  	 	 	 	  	 	 	 	
Current assets:	  	 	 	 	  	 	 	 	
Cash and cash equivalents	  	$	10,081	  	  	$	5,178	  	
Accounts receivable, net	  	 	14,246	  	  	 	17,450	  	
Inventories, net	  	 	19,578	  	  	 	19,210	  	
Prepaid and other	  	 	1,025	  	  	 	1,987	  	
Deferred income taxes	  	 	2,495	  	  	 	2,494	  	

Total current assets	  	 	47,425	  	  	 	46,319	  	

Other assets:	  	 	 	 	  	 	 	 	
Goodwill	  	 	34,186	  	  	 	34,226	  	
Other intangible assets	  	 	2,045	  	  	 	1,719	  	
Assets held for sale	  	 	6,649	  	  	 	6,649	  	
Other assets	  	 	94	  	  	 	124	  	

Total other assets	  	 	42,974	  	  	 	42,718	  	

Property and equipment:	  	 	 	 	  	 	 	 	
Land	  	 	11,321	  	  	 	11,382	  	
Buildings	  	 	32,255	  	  	 	32,341	  	
Equipment	  	 	124,100	  	  	 	122,507	  	
Construction in progress	  	 	1,477	  	  	 	2,215	  	
 	  	 	 	 	  	 	 	 	
 	  	 	169,153	  	  	 	168,445	  	
 	 	 	
Less accumulated depreciation	  	 	118,026	  	  	 	117,236	  	

Net property and equipment	  	 	51,127	  	  	 	51,209	  	

Total assets	  	$	141,526	  	  	$	140,246	  	

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COMPX INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands)
  CONDENSED CONSOLIDATED BALANCE SHEETS
 	 	 	 	 	 	 	 	 	
 	  	December 31,
2011	 	  	June 30,
2012	 	
 	  	 	 	  	(unaudited)	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	  	 	 	 	  	 	 	 	
Current liabilities:	  	 	 	 	  	 	 	 	
Current maturities of long-term debt	  	$	1,000	  	  	$	1,000	  	
Accounts payable and accrued liabilities	  	 	16,240	  	  	 	15,998	  	
Income taxes payable to affiliate	  	 	194	  	  	 	154	  	
Income taxes	  	 	1,326	  	  	 	277	  	

Total current liabilities	  	 	18,760	  	  	 	17,429	  	

Noncurrent liabilities:	  	 	 	 	  	 	 	 	
Long-term debt	  	 	23,185	  	  	 	21,926	  	
Deferred income taxes	  	 	14,166	  	  	 	15,509	  	
Other noncurrent liabilities	  	 	705	  	  	 	2	  	

Total noncurrent liabilities	  	 	38,056	  	  	 	37,437	  	

Stockholders’ equity:	  	 	 	 	  	 	 	 	
Preferred stock	  	 	—  	  	  	 	—  	  	
Class A common stock	  	 	24	  	  	 	24	  	
Class B common stock	  	 	100	  	  	 	100	  	
Additional paid-in capital	  	 	55,125	  	  	 	55,203	  	
Retained earnings	  	 	17,967	  	  	 	18,486	  	
Accumulated other comprehensive income	  	 	11,494	  	  	 	11,567	  	

Total stockholders’ equity	  	 	84,710	  	  	 	85,380	  	

Total liabilities and stockholders’ equity	  	$	141,526	  	  	$	140,246	  	
 	  	 	 	 	  	 	 	 	
Commitments and contingencies (Note 1)
See accompanying Notes to Condensed Consolidated Financial Statements.
 
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COMPX INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

 	  	Three months ended
June 30,	 	 	Six months ended
June 30,	 	
 	  	2011	 	 	2012	 	 	2011	 	 	2012	 	
 	  	(unaudited)	 	
Net sales	  	$	35,241	  	 	$	37,598	  	 	$	70,018	  	 	$	73,129	  	
Cost of goods sold	  	 	25,406	  	 	 	27,573	  	 	 	51,502	  	 	 	53,630	  	

Gross profit	  	 	9,835	  	 	 	10,025	  	 	 	18,516	  	 	 	19,499	  	
 	 	 	 	 	
Selling, general and administrative expense	  	 	5,902	  	 	 	6,096	  	 	 	12,061	  	 	 	12,661	  	
Other operating income (expense):	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Litigation settlement gain	  	 	—  	  	 	 	—  	  	 	 	7,468	  	 	 	—  	  	
Litigation expense	  	 	—  	  	 	 	—  	  	 	 	(227	) 	 	 	—  	  	
Facility consolidation costs	  	 	(795	) 	 	 	—  	  	 	 	(1,798	) 	 	 	—  	  	

Operating income	  	 	3,138	  	 	 	3,929	  	 	 	11,898	  	 	 	6,838	  	
 	 	 	 	 	
Other non-operating income, net	  	 	128	  	 	 	6	  	 	 	257	  	 	 	9	  	
Interest expense	  	 	(187	) 	 	 	(141	) 	 	 	(399	) 	 	 	(302	) 	

Income before income taxes	  	 	3,079	  	 	 	3,794	  	 	 	11,756	  	 	 	6,545	  	
 	 	 	 	 	
Provision for income taxes	  	 	1,448	  	 	 	1,701	  	 	 	6,135	  	 	 	2,929	  	

Net income	  	$	1,631	  	 	$	2,093	  	 	$	5,621	  	 	$	3,616	  	

Basic and diluted income per common share	  	$	.13	  	 	$	.17	  	 	$	.45	  	 	$	.29	  	

Cash dividends per share	  	$	.125	  	 	$	.125	  	 	$	.25	  	 	$	.25	  	

Shares used in the calculation of basic and diluted income per share	  	 	12,381	  	 	 	12,388	  	 	 	12,378	  	 	 	12,387	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying Notes to Condensed Consolidated Financial Statements.
 
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COMPX INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

 	  	Three months ended
June 30,	 	 	Six months ended
June 30,	 	
 	  	2011	 	 	2012	 	 	2011	 	  	2012	 	
 	  	(unaudited)	 	
 	 	 	 	 	
Net income	  	$	1,631	  	 	$	2,093	  	 	$	5,621	  	  	$	3,616	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Other comprehensive income (loss), net of tax:	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Currency translation adjustment	  	 	252	  	 	 	(541	) 	 	 	417	  	  	 	30	  	
 	 	 	 	 	
Impact from cash flow hedges, net	  	 	(68	) 	 	 	(251	) 	 	 	64	  	  	 	43	  	

Total other comprehensive income (loss), net	  	 	184	  	 	 	(792	) 	 	 	481	  	  	 	73	  	

Comprehensive income	  	$	1,815	  	 	$	1,301	  	 	$	6,102	  	  	$	3,689	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
See accompanying Notes to Condensed Consolidated Financial Statements.
 
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COMPX INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 	  	Six months ended
June 30,	 	
 	  	2011	 	 	2012	 	
 	  	(unaudited)	 	
Cash flows from operating activities:	  	 	 	 	 	 	 	 	
Net income	  	$	5,621	  	 	$	3,616	  	
Depreciation and amortization	  	 	3,416	  	 	 	2,864	  	
Deferred income taxes	  	 	2,556	  	 	 	1,376	  	
Other, net	  	 	319	  	 	 	207	  	
Change in assets and liabilities:	  	 	 	 	 	 	 	 	
Accounts receivable, net	  	 	(2,946	) 	 	 	(3,159	) 	
Inventories, net	  	 	(2,329	) 	 	 	150	  	
Accounts payable and accrued liabilities	  	 	(2,777	) 	 	 	(1,471	) 	
Accounts with affiliates	  	 	(804	) 	 	 	(40	) 	
Income taxes	  	 	876	  	 	 	(1,576	) 	
Other, net	  	 	(1,102	) 	 	 	(404	) 	

Net cash provided by operating activities	  	 	2,830	  	 	 	1,563	  	

Cash flows from investing activities:	  	 	 	 	 	 	 	 	
Capital expenditures	  	 	(1,271	) 	 	 	(2,164	) 	
Proceeds from sale of fixed assets	  	 	100	  	 	 	30	  	

Net cash used in investing activities	  	 	(1,171	) 	 	 	(2,134	) 	

Cash flows from financing activities:	  	 	 	 	 	 	 	 	
Dividends paid	  	 	(3,095	) 	 	 	(3,097	) 	
Repayment of loan from affiliate	  	 	(4,500	) 	 	 	(1,250	) 	
Repayment of long-term debt	  	 	(3,000	) 	 	 	—  	  	
Other, net	  	 	171	  	 	 	(57	) 	

Net cash used in financing activities	  	 	(10,424	) 	 	 	(4,404	) 	

Cash and cash equivalents – net change from:	  	 	 	 	 	 	 	 	
Operating, investing and financing activities	  	 	(8,765	) 	 	 	(4,975	) 	
Currency translation	  	 	(5	) 	 	 	72	  	
Cash and cash equivalents at beginning of period	  	 	13,919	  	 	 	10,081	  	

Cash and cash equivalents at end of period	  	$	5,149	  	 	$	5,178	  	

Supplemental disclosures – cash paid for:	  	 	 	 	 	 	 	 	
Interest	  	$	1,243	  	 	$	161	  	
Income taxes paid, net	  	 	3,531	  	 	 	3,168	  	
 	 	 	
Non-cash investing and financing activity – Accrual for capital expenditures	  	$	146	  	 	$	510	  	
See accompanying Notes to Condensed Consolidated Financial Statements.
 
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COMPX INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Six months ended June 30, 2012
(In thousands)
(unaudited)

 	  	Common Stock	 	  	Additional
paid-in
capital	 	  	Retained
earnings	 	 	Accumulated other
comprehensive income	 	  	Total
stockholders’
equity	 	 	
 	  	Class A	 	  	Class B	 	  	 	 	  	 	 	 	Currency
translation	 	  	Hedging
derivatives	 	  	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2011	  	$	24	  	  	$	100	  	  	$	55,125	  	  	$	17,967	  	 	$	11,490	  	  	$	4	  	  	$	84,710	  	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	3,616	  	 	 	—  	  	  	 	—  	  	  	 	3,616	  	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income, net	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	 	 	30	  	  	 	43	  	  	 	73	  	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issuance of common stock	  	 	—  	  	  	 	—  	  	  	 	78	  	  	 	—  	  	 	 	—  	  	  	 	—  	  	  	 	78	  	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	(3,097	) 	 	 	—  	  	  	 	—  	  	  	 	(3,097	) 	 	 	 	 	 	 	

Balance at June 30, 2012	  	$	24	  	  	$	100	  	  	$	55,203	  	  	$	18,486	  	 	$	11,520	  	  	$	47	  	  	$	85,380	  	 	 	 	 	 	 	
 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	
See accompanying Notes to Condensed Consolidated Financial Statements.
 
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COMPX INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(unaudited)
Note 1 – Organization and basis of presentation:
Organization. We (NYSE MKT: CIX) are 87% owned by NL Industries, Inc. (NYSE: NL) at June 30, 2012. We manufacture and sell component products (security products, precision ball bearing slides, ergonomic computer support systems, and performance marine components). At June 30, 2012, (i) Valhi, Inc. (NYSE: VHI) held approximately 83% of NL’s outstanding common stock and (ii) subsidiaries of Contran Corporation (“Contran”) held approximately 95% of Valhi’s outstanding common stock. Substantially all of Contran’s outstanding voting stock is held by trusts established for the benefit of certain children and grandchildren of Harold C. Simmons (of which Mr. Simmons is sole trustee), or is held directly by Mr. Simmons or other persons or companies related to Mr. Simmons. Consequently, Mr. Simmons may be deemed to control each of the companies and us.
Basis of presentation. Consolidated in this Quarterly Report are the results of CompX International Inc. and its subsidiaries. The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011 that we filed with the Securities and Exchange Commission (“SEC”) on March 2, 2012 (the “2011 Annual Report”). In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments) in order to state fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. We have condensed the Consolidated Balance Sheet at December 31, 2011 contained in this Quarterly Report as compared to our audited Consolidated Financial Statements at that date, and we have omitted certain information and footnote disclosures (including those related to the Consolidated Balance Sheet at December 31, 2011) normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results of operations for the interim periods ended June 30, 2012 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our 2011 Consolidated Financial Statements contained in our 2011 Annual Report.
Unless otherwise indicated, references in this report to “we”, “us” or “our” refer to CompX International Inc. and its subsidiaries, taken as a whole.
 
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Note 2 – Business segment information:

 	  	Three months ended
June 30,	 	 	Six months ended
June 30,	 	
 	  	2011	 	 	2012	 	 	2011	 	 	2012	 	
 	  	(In thousands)	 	
Net sales:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Security Products	  	$	18,396	  	 	$	19,248	  	 	$	36,185	  	 	$	37,442	  	
Furniture Components	  	 	14,146	  	 	 	15,452	  	 	 	29,041	  	 	 	30,555	  	
Marine Components	  	 	2,699	  	 	 	2,898	  	 	 	4,792	  	 	 	5,132	  	

Total net sales	  	$	35,241	  	 	$	37,598	  	 	$	70,018	  	 	$	73,129	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Security Products	  	$	3,788	  	 	$	3,669	  	 	$	7,361	  	 	$	7,141	  	
Furniture Components	  	 	765	  	 	 	1,771	  	 	 	7,640	  	 	 	3,096	  	
Marine Components	  	 	(57	) 	 	 	102	  	 	 	(412	) 	 	 	(148	) 	
Corporate operating expense	  	 	(1,358	) 	 	 	(1,613	) 	 	 	(2,691	) 	 	 	(3,251	) 	

Total operating income	  	 	3,138	  	 	 	3,929	  	 	 	11,898	  	 	 	6,838	  	
 	 	 	 	 	
Other non-operating income, net	  	 	128	  	 	 	6	  	 	 	257	  	 	 	9	  	
Interest expense	  	 	(187	) 	 	 	(141	) 	 	 	(399	) 	 	 	(302	) 	

Income before income taxes	  	$	3,079	  	 	$	3,794	  	 	$	11,756	  	 	$	6,545	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Intersegment sales are not material.
Furniture Components net sales in the second quarter and first six months of 2012 include sales of approximately $1.1 million and $2.3 million, respectively, related to the Furniture Components ergonomics healthcare product line acquired in July 2011. The impact on operating income for the 2012 periods relating to the acquisition was not significant.
Furniture Components operating income for the second quarter of 2011 includes $795,000 of facility consolidation costs. Furniture Components operating income for the first six months of 2011 includes (i) a patent litigation settlement gain of $7.5 million, (ii) patent litigation expenses of $227,000, and (iii) facility consolidation costs of approximately $1.8 million, for a total net positive impact of $5.4 million.
Note 3 – Accounts receivable, net:

 	  	December 31,
2011	 	 	June 30,
2012	 	
 	  	(In thousands)	 	
Account receivable, net:	  	 	 	 	 	 	 	 	
Security Products	  	$	7,637	  	 	$	8,853	  	
Furniture Components	  	 	6,208	  	 	 	7,806	  	
Marine Components	  	 	802	  	 	 	1,122	  	
Allowance for doubtful accounts	  	 	(401	) 	 	 	(331	) 	

Total accounts receivable, net	  	$	14,246	  	 	$	17,450	  	

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Note 4 – Inventories, net:

 	  	December 31,
2011	 	  	June 30,
2012	 	
 	  	(In thousands)	 	
Raw materials:	  	 	 	 	  	 	 	 	
Security Products	  	$	2,510	  	  	$	2,220	  	
Furniture Components	  	 	3,314	  	  	 	3,647	  	
Marine Components	  	 	933	  	  	 	1,005	  	

Total raw materials	  	 	6,757	  	  	 	6,872	  	
 	  	 	 	 	  	 	 	 	
Work-in-process:	  	 	 	 	  	 	 	 	
Security Products	  	 	5,778	  	  	 	5,602	  	
Furniture Components	  	 	1,260	  	  	 	1,406	  	
Marine Components	  	 	399	  	  	 	423	  	

Total work-in-process	  	 	7,437	  	  	 	7,431	  	

Finished goods:	  	 	 	 	  	 	 	 	
 	  	 	 	 	  	 	 	 	
Security Products	  	 	1,700	  	  	 	1,500	  	
Furniture Components	  	 	2,994	  	  	 	2,813	  	
Marine Components	  	 	690	  	  	 	594	  	

Total finished goods	  	 	5,384	  	  	 	4,907	  	

Total inventories, net	  	$	19,578	  	  	$	19,210	  	
 	  	 	 	 	  	 	 	 	
Note 5 – Accounts payable and accrued liabilities:

 	  	December 31,
2011	 	  	June 30,
2012	 	
 	  	(In thousands)	 	
Accounts payable	  	$	6,203	  	  	$	6,426	  	
Accrued liabilities:	  	 	 	 	  	 	 	 	
Employee benefits	  	 	7,764	  	  	 	6,412	  	
Contingent consideration	  	 	—  	  	  	 	732	  	
Taxes other than on income	  	 	401	  	  	 	563	  	
Customer tooling	  	 	425	  	  	 	375	  	
Insurance	  	 	372	  	  	 	366	  	
Other	  	 	1,075	  	  	 	1,124	  	

Total	  	$	16,240	  	  	$	15,998	  	
 	  	 	 	 	  	 	 	 	
The accrued contingent consideration is discussed in Note 8.
Note 6 – Long-term debt:

 	  	December 31,
2011	 	  	June 30,
2012	 	
 	  	(In thousands)	 	
Revolving bank credit facility	  	$	1,955	  	  	$	1,946	  	
Promissory note payable to affiliate	  	 	22,230	  	  	 	20,980	  	

Total debt	  	 	24,185	  	  	 	22,926	  	
Less current maturities	  	 	1,000	  	  	 	1,000	  	

Total long-term debt	  	$	23,185	  	  	$	21,926	  	

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We repaid an aggregate of $1.25 million on the promissory note payable to affiliate during the first six months of 2012, including a principal prepayment of $1.0 million. The average interest rate on the promissory note payable to affiliate as of and for the six-month period ended June 30, 2012 was 1.5%. The average interest rate on the revolving bank credit facility for the six month period ended June 30, 2012 was 3.8% and at June 30, 2012 the rate was 3.4%.
Note 7 – Provision for income taxes:

 	  	Six months ended
June 30,	 	
 	  	2011	 	 	2012	 	
 	  	(In thousands)	 	
Expected tax expense, at the U.S. federal statutory income tax rate of 35%	  	$	4,115	  	 	$	2,291	  	
Non–U.S. tax rates	  	 	(876	) 	 	 	(407	) 	
Incremental tax on earnings of non-U.S. companies	  	 	2,742	  	 	 	878	  	
State income taxes and other, net	  	 	154	  	 	 	167	  	

Total income tax expense	  	$	6,135	  	 	$	2,929	  	
 	  	 	 	 	 	 	 	 	
In the first six months of 2011, we recognized a $2.1 million provision for deferred income taxes related to the undistributed earnings of our Canadian subsidiary attributable to the 2011 $7.5 million patent litigation settlement gain.
Note 8 – Financial instruments and fair value measurements:
The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure:

 	  	December 31,
2011	 	  	June 30,
2012	 	
 	  	Carrying
amount	 	  	Fair
value	 	  	Carrying
amount	 	  	Fair
value	 	
 	  	(In thousands)	 	
Cash and cash equivalents	  	$	10,081	  	  	$	10,081	  	  	$	5,178	  	  	$	5,178	  	
Accounts receivable, net	  	 	14,246	  	  	 	14,246	  	  	 	17,450	  	  	 	17,450	  	
 	 	 	 	 	
Accounts payable	  	 	6,203	  	  	 	6,203	  	  	 	6,426	  	  	 	6,426	  	
Long-term debt (including current maturities)	  	 	24,185	  	  	 	24,185	  	  	 	22,926	  	  	 	22,926	  	
Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. The fair value of our variable-rate long-term debt is deemed to approximate book value and is a Level 2 input as defined by ASC Topic 820-10-35.
We periodically use currency forward contracts to manage a portion of currency exchange rate market risk associated with receivables, or similar exchange rate risk associated with future sales, denominated in a currency other than the holder's functional currency. We have not entered into these contracts for trading or speculative purposes in the past, nor do we anticipate entering into such contracts for trading or speculative purposes in the future. Most of our currency forward contracts meet the criteria for hedge accounting under GAAP and are designated as cash flow hedges. For these currency forward contracts, gains and losses representing the effective portion of our hedges are deferred as a component of accumulated other
 
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comprehensive income, and are subsequently recognized in earnings at the time the hedged item affects earnings. Occasionally, we enter into currency forward contracts which do not meet the criteria for hedge accounting. For these contracts, we mark-to-market the estimated fair value of the contracts at each balance sheet date based on quoted market prices for the forward contracts, with any resulting gain or loss recognized in income currently as part of net currency transactions. The quoted market prices for the forward contracts are a Level 1 input .
At June 30, 2012, we held a series of contracts to exchange an aggregate of U.S. $8.8 million for an equivalent value of Canadian dollars at an exchange rate of Cdn. $1.03 per U.S. dollar. These contracts qualified for hedge accounting and mature through December 2012. The exchange rate was Cdn. $1.02 per U.S. dollar at June 30, 2012. The estimated fair value of the contracts was an asset of approximately $62,000 at June 30, 2012. At December 31, 2011, we held a series of contracts to exchange an aggregate of U.S. $17.9 million for an equivalent value of Canadian dollars at exchange rates ranging from Cdn. $1.03 to Cdn. $0.99 per U.S. dollar. These contracts qualified for hedge accounting and mature through December 2012. The exchange rate was Cdn. $1.02 per U.S. dollar at December 31, 2011. The estimated fair value of the contracts based on quoted market prices was a liability of approximately $19,000 at December 31, 2011.
As discussed in our 2011 Annual Report, potential additional cash consideration related to the Furniture Components ergonomics healthcare product line acquired in July 2011, in an amount ranging from nil to approximately $1.5 million, is payable in the first quarter of 2013. The payment is contingent upon the achievement of certain acquired product line sales targets during 2012. The estimated fair value of such accrued contingent consideration has been determined using a probability-weighted discounted cash flow methodology (Level 3 inputs), using a discount rate of approximately 4%. During the first six months of 2012, the amount of the accrued contingent consideration increased only for interest, which was not material.
Note 9 – Recent Accounting Pronouncements:
In June 2011 the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income . ASU 2011-05 eliminates the option of presenting comprehensive income as a component of the Consolidated Statement of Stockholders’ Equity and instead requires comprehensive income to be presented as a component of the Consolidated Statement of Income or in a separate Consolidated Statement of Comprehensive Income immediately following the Consolidated Statement of Income. In accordance with ASU 2011-05, we now present our comprehensive income in a separate Condensed Consolidated Statement of Comprehensive Income. Additionally, ASU 2011-05 would have required us to present on the face of our financial statements the effect of reclassifications out of accumulative other comprehensive income on the components of net income and other comprehensive income. However, in December 2011 the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 . ASU 2011-12 defers the effective date for the requirement to present on the face of our financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. Adoption of ASU 2011-05, as amended by ASU 2011-12, did not have a material effect on our Condensed Consolidated Financial Statements.
In December 2011 the FASB issued ASU 2011-11 Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires entities to disclose
 
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both gross information and net information about both instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement.
This standard will be effective for annual and interim periods beginning with our first quarter 2013 report. We do not believe the adoption of this standard will have a material effect on our Consolidated Financial Statements.
 
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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a leading manufacturer of engineered components utilized in a variety of applications and industries. Through our Security Products Segment we manufacture mechanical and electronic cabinet locks and other locking mechanisms used in postal, office and institutional furniture, transportation, vending, tool storage and general cabinetry applications. Our Furniture Components Segment manufactures precision ball bearing slides and ergonomic computer support systems used in office and institutional furniture, home appliances, tool storage, healthcare and a variety of other applications. We also manufacture stainless steel exhaust systems, gauges and electronic and mechanical throttle controls for the performance boat industry through our Marine Components Segment.
We reported operating income of $3.9 million in the second quarter of 2012 compared to $3.1 million in the same period of 2011. Our operating income increased in the second quarter of 2012 primarily due to relocation costs incurred in the second quarter of 2011 for the consolidation of our precision slides facilities.
We reported operating income of $6.8 million for the six month period ended June 30, 2012 compared to $11.9 million for the comparable period in 2011. Our operating income decreased for the six month period in 2012 primarily due to the net effects of:
 
 	•	 	A 2011 litigation settlement gain;	
 
 	•	 	2011 relocation costs related to the consolidation of our precision slides facilities;	
 
 	•	 	Improved 2012 production efficiencies as a result of the consolidation of our precision slides manufacturing facilities; and	
 
 	•	 	An increase in customer order rates across most business segments due to improved economic conditions in North America.	
Our product offerings consist of 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
June 30,	 	
 	  	2011	 	  	%	 	 	2012	 	  	%	 	
 	  	(Dollars in thousands)	 	
Net sales	  	$	35,241	  	  	 	100	% 	 	$	37,598	  	  	 	100	% 	
Cost of goods sold	  	 	25,406	  	  	 	72	  	 	 	27,573	  	  	 	73	  	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Gross profit	  	 	9,835	  	  	 	28	  	 	 	10,025	  	  	 	27	  	
Operating costs and expenses	  	 	5,902	  	  	 	17	  	 	 	6,096	  	  	 	16	  	
Facility consolidation costs	  	 	795	  	  	 	2	  	 	 	—  	  	  	 	—  	  	
 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Operating income	  	$	3,138	  	  	 	9	% 	 	$	3,929	  	  	 	10	% 	

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 	  	Six months ended
June 30,	 	
 	  	2011	 	 	%	 	 	2012	 	  	%	 	
 	  	(Dollars in thousands)	 	
Net sales	  	$	70,018	  	 	 	100	% 	 	$	73,129	  	  	$	100	% 	
Cost of goods sold	  	 	51,502	  	 	 	74	  	 	 	53,630	  	  	 	73	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Gross profit	  	 	18,516	  	 	 	26	  	 	 	19,499	  	  	 	27	  	
Operating costs and expenses	  	 	12,061	  	 	 	17	  	 	 	12,661	  	  	 	17	  	
Litigation settlement gain	  	 	(7,468	)	 	 	(11	) 	 	 	—  	  	  	 	—  	  	
Litigation expense	  	 	227	  	 	 	—  	  	 	 	—  	  	  	 	—  	  	
Facility consolidation costs	  	 	1,798	 	 	 	3	  	 	 	—  	  	  	 	—  	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Operating income	  	$	11,898	  	 	 	17	% 	 	$	6,838	  	  	 	9	% 	
 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net sales. Net sales increased 7% in the second quarter of 2012 and increased 4% in the first six months of 2012 as compared to the same periods in 2011. Net sales increased in 2012 principally due to $1.1 million and $2.3 million in new ergonomic healthcare product line sales during the quarter and the six month period, respectively, related to the Furniture Components business acquired in 2011, as well as from growth in customer demand (or higher sales volumes) within our Security Products and Marine Components segments resulting from improving economic conditions in North America. 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 increased $2.2 million, or 9%, in the second quarter of 2012 as compared to the second quarter of 2012, and increased by $2.1 million, or 4%, in the year-to-date period. The increase in cost of goods sold was primarily due to the increase in sales over the comparative periods although certain other items noted below impacted cost of goods sold resulting in a decrease in our gross profit margin percentage of 1% for the quarter and an increase of less than 1% for the year-to-date period.
The gross profit comparison for the quarter was primarily impacted by higher medical self-insurance costs. The gross profit comparison for the six month period was impacted by the net effects of (i) lower fixed manufacturing costs (mostly in the first quarter), including lower depreciation expense, primarily as a result of the 2011 facility consolidation, (ii) a net positive impact relating to relative changes in currency exchange rates, (iii) higher raw material costs (primarily in the first quarter of 2012) and (iv) higher medical self-insurance costs. See our segment discussion below for quantification of the impact of these items on the quarter and six month periods.
Operating costs and expenses. Operating costs and expenses consist primarily of sales and administrative related personnel costs, sales commissions and marketing expenses, as well as gains and losses on disposals of plant, property and equipment and currency transaction gains and losses. As a percentage of net sales, operating costs and expenses were comparable for the second quarter and the six month period of 2012 in relation to the same periods in 2011.
Litigation. We recognized a litigation settlement gain of approximately $7.5 million in the first quarter of 2011.
 
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Facility consolidation costs. In the second quarter and first six months of 2011, our Furniture Components segment recorded approximately $795,000 and $1.8 million in relocation costs as a result of consolidating two of our precision slides facilities.
Operating income. Operating income increased to $3.9 million for the second quarter of 2012 compared to $3.1 million for the second quarter of 2011. Operating income for the second quarter of 2012 increased primarily due to the facility consolidation costs incurred during the second quarter of 2011, as discussed above.
Operating income decreased to $6.8 million for the six month period of 2012 compared to $11.9 million for the six month period of 2011. Operating income for the six month comparative period decreased primarily due to the net effects of the litigation settlement gain recorded in the first quarter of 2011, and facility consolidation costs incurred in 2011.
Currency. Our Furniture Components Segment has substantial operations and assets which are all located outside the United States (in Canada and Taiwan). The majority of sales generated from our non-U.S. operations are denominated in the U.S. dollar, with the remainder denominated in foreign currencies, principally the Canadian dollar and the New Taiwan dollar. Most raw materials, labor and other production costs for our non-U.S. operations are denominated in local currencies. Consequently, the translated U.S. dollar values of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings and may affect comparability of period-to-period operating results. In addition to the impact of the translation of sales and expenses over time, our non-U.S. operations also generate currency transaction gains and losses which primarily relate to the difference between the currency exchange rates in effect when non-local currency sales or operating costs are initially accrued and when such amounts are settled. Our Furniture Component segment’s net sales were negatively impacted while its operating income was positively impacted by currency exchange rates in the following amounts as compared to the impact of currency exchange rates during the corresponding periods in the prior year:

Three months ended June 30, 2012 vs. 2011 (in thousands)	 	 	
 	  	Transaction gains/(losses)	 	 	Translation
gain/loss-
impact of rate
changes	 	 	Total currency
impact
2012 vs. 2011	 	 	
 	  	2011	 	  	2012	 	 	Change	 	 	 	 	 	 	 	 	 	
Impact on:	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Sales	  	$	—  	  	  	$	—  	  	 	$	—  	  	 	$	(110	) 	 	$	(110	) 	 	 	
Operating income	  	 	89	  	  	 	56	  	 	 	(33	) 	 	 	331	  	 	 	298	  	 	 	
 	 	 	
Six months ended June 30, 2012 vs. 2011 (in thousands)	 	 	 	
 	  	Transaction gains/(losses)	 	 	Translation
gain/loss-
impact of rate
changes	 	 	Total currency
impact
2012 vs. 2011	 	 	 	
 	  	2011	 	  	2012	 	 	Change	 	 	 	 	 	 	 	 	 	
Impact on:	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Sales	  	$	—  	  	  	$	—  	  	 	$	—  	  	 	$	(158	) 	 	$	(158	) 	 	 	
Operating income	  	 	43	  	  	 	(51	) 	 	 	(94	) 	 	 	432	  	 	 	338	  	 	 	
 
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The negative impact on sales relates to sales denominated in non-U.S. dollar currencies translated into lower U.S. dollar sales due to a weakening of the local currency in relation to the U.S. dollar. The positive impact on operating income results from the U.S. dollar denominated sales of non-U.S. operations converted into higher local currency amounts due to the strengthening of the U.S. dollar. This positively impacted our gross margin as it results in more local currency generated from sales to cover the costs of non-U.S. operations which are denominated in local currency.
Provision for income taxes. A tabular reconciliation between our effective income tax rates and the U.S. federal statutory income tax rate of 35% is included in Note 7 to the Condensed Consolidated Financial Statements. Our income tax rates vary by jurisdiction (country and/or state), and relative changes in the geographic mix of our pre-tax earnings can result in fluctuations in the effective income tax rate. Generally, the effective tax rate on income derived from our U.S. operations, including the effect of U.S. state income taxes, is lower than the effective tax rate on income derived from our non-U.S. operations, in part due to the deferred tax on our foreign earnings that are not permanently reinvested and an election to not claim a credit with respect to foreign income taxes paid but instead to claim a tax deduction, consistent with the election made by Contran, the parent of our consolidated U.S. federal income tax group.
Our geographic mix of pre-tax earnings and the U.S. deferred tax related to our foreign earnings that are not permanently reinvested without offset by foreign tax credits where available are the primary reasons our effective income tax rate in 2011 and 2012 is higher than the 35% U.S. federal statutory income tax rate. In the first quarter of 2011, we recognized a $2.1 million provision for deferred income taxes related to the undistributed earnings of our Canadian subsidiary attributable to the $7.5 million patent litigation settlement gain. See Notes 7 to the Condensed Consolidated Financial Statements.
 
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Segment Results
The key performance indicator for our segments is their operating income.

 	  	Three months ended
June 30,	 	 	%
Change	 	 	Six months ended
June 30,	 	 	%
Change	 	 	
 	  	2011	 	 	2012	 	 	 	 	 	2011	 	 	2012	 	 	 	 	 	 	 	
 	  	(Dollars in thousands)	 	 	 	 	
Net sales:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Security Products	  	$	18,396	  	 	$	19,248	  	 	 	5	% 	 	$	36,185	  	 	$	37,442	  	 	 	3	% 	 	 	 	
Furniture Components	  	 	14,146	  	 	 	15,452	  	 	 	9	% 	 	 	29,041	  	 	 	30,555	  	 	 	5	% 	 	 	 	
Marine Components	  	 	2,699	  	 	 	2,898	  	 	 	7	% 	 	 	4,792	  	 	 	5,132	  	 	 	7	% 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales	  	$	35,241	 	 	$	37,598	  	 	 	7	% 	 	$	70,018	  	 	$	73,129	  	 	 	4	% 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Security Products	  	$	5,971	  	 	$	5,912	  	 	 	(1	%) 	 	$	11,816	  	 	$	11,601	  	 	 	(2	%) 	 	 	 	
Furniture Components	  	 	3,340	  	 	 	3,517	  	 	 	5	% 	 	 	5,927	  	 	 	6,979	  	 	 	18	% 	 	 	 	
Marine Components	  	 	524	  	 	 	596	  	 	 	14	% 	 	 	773	  	 	 	919	  	 	 	19	% 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total gross profit	  	$	9,835	  	 	$	10,025	  	 	 	2	% 	 	$	18,516	  	 	$	19,499	  	 	 	5	% 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Security Products	  	$	3,788	  	 	$	3,669	  	 	 	(3	%) 	 	$	7,361	  	 	$	7,141	  	 	 	(3	%) 	 	 	 	
Furniture Components	  	 	765	  	 	 	1,771	  	 	 	132	% 	 	 	7,640	  	 	 	3,096	  	 	 	(59	%) 	 	 	 	
Marine Components	  	 	(57	) 	 	 	102	  	 	 	279	% 	 	 	(412	) 	 	 	(148	) 	 	 	64	% 	 	 	 	
Corporate operating expense	  	 	(1,358	) 	 	 	(1,613	) 	 	 	(19	%) 	 	 	(2,691	) 	 	 	(3,251	) 	 	 	(21	%) 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating income	  	$	3,138	  	 	$	3,929	  	 	 	25	% 	 	$	11,898	  	 	$	6,838	  	 	 	(43	%) 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit margin:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Security Products	  	 	32	% 	 	 	31	% 	 	 	 	 	 	 	33	% 	 	 	31	% 	 	 	 	 	 	 	 	
Furniture Components	  	 	24	% 	 	 	23	% 	 	 	 	 	 	 	20	% 	 	 	23	% 	 	 	 	 	 	 	 	
Marine Components	  	 	19	% 	 	 	21	% 	 	 	 	 	 	 	16	% 	 	 	18	% 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
Total gross margin	  	 	28	% 	 	 	27	% 	 	 	 	 	 	 	26	% 	 	 	27	% 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
Operating income margin:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Security Products	  	 	21	% 	 	 	19	% 	 	 	 	 	 	 	20	% 	 	 	19	% 	 	 	 	 	 	 	 	
Furniture Components	  	 	5	% 	 	 	11	% 	 	 	 	 	 	 	26	% 	 	 	10	% 	 	 	 	 	 	 	 	
Marine Components	  	 	(2	%) 	 	 	4	% 	 	 	 	 	 	 	(9	%) 	 	 	(3	%) 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
Total operating income margin	  	 	9	% 	 	 	10	% 	 	 	 	 	 	 	17	% 	 	 	9	% 	 	 	 	 	 	 	 	
Security Products. Security Products net sales increased 5% in the second quarter and 3% in the first six months of 2012 compared to the same periods last year. The increase in sales is primarily due to improved economic conditions in North America.
As a percentage of net sales, 2012 gross margin decreased approximately 1 percentage point for the second quarter and 2 percentage points for the six month period of 2012 as compared to the prior year. The decrease in gross margin percentage for the three month period was primarily the result of higher medical self-insurance claims in 2012 of $244,000. The decrease in gross margin percentage for the six month period was primarily the result of higher raw material costs of $380,000 (primarily in the first quarter 2012) and higher medical self-insurance claims of $179,000 in 2012.
 
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As a percentage of net sales, operating income margin decreased in both periods of 2012 as compared to the same periods in the prior year primarily due to the items noted above that impacted gross margin.
Furniture Components. Furniture Components net sales increased 9% in the second quarter of 2012 compared to the same period last year, and increased 5% in the first six months of 2012 in relation to the same period in the prior year. Net sales were positively impacted by $1.1 million and $2.3 million in the second quarter and first six months of 2012, respectively, relating to the July 2011 acquisition of an ergonomics healthcare component products business. This increase in sales was partially offset by a decrease in overall demand for other Furniture Components products due to a decrease in customer office furniture related projects.
As a percentage of net sales, 2012 gross margin decreased approximately 1 percentage point for the second quarter and improved 3 percentage points for the six month period as compared to the prior year. The impact of the decrease in gross margin percentage for the second quarter of 2012 compared to the second quarter of 2011 was not significant. The improvement in gross margin percentage for the six month period was primarily the result of a $430,000 reduction in fixed manufacturing costs, including lower depreciation expense, relating to higher fixed manufacturing costs in the first quarter of 2011 associated with the facility consolidation and a positive $350,000 net impact of relative changes in currency exchange rates. The impact of the acquired ergonomics component business on gross margin percentage for the second quarter and for the six month period of 2012 was not significant.
Furniture Components operating income for the second quarter of 2011 includes $795,000 of facility consolidation costs. Excluding the 2011 facility consolidation costs, the operating income margins for the second quarters of 2012 and 2011 are comparable at 11%. Furniture Components 2011 operating income for the six month period includes: (i) a patent litigation settlement gain of $7.5 million, (ii) patent litigation expenses of $227,000, and (iii) facility consolidation costs of approximately $1.8 million. Excluding the patent litigation settlement gain, patent litigation expenses and facility consolidation costs, operating income percentage increased 3 percentage points in the first six months of 2012 compared to the first six months of 2011 primarily due to the items noted above that impacted gross margin.
Marine Components. Marine Components net sales increased $199,000, or 7%, and increased $340,000, or 7%, for the second quarter and six month periods in 2012 compared to the same periods in the prior year, respectively. As a percentage of net sales, gross margin and operating income increased for the second quarter and six month periods of 2012 compared to the respective 2011 periods primarily due to increased leverage of fixed costs as a result of the higher sales and lower intangible amortization expense due to intangibles that became fully amortized in 2011.
Outlook. Consistent with the current state of the North American economy, overall demand from our customers continues to be subject to instability. While we experienced an increase in demand across most of our markets during the first six months of 2012, demand from several of our significant office furniture industry customers was weak but was more than offset by $2.3 million in sales during the first six months from the ergonomic healthcare components business acquired in July 2011. Due to the current economic situation, it is uncertain (i) whether sales to our office furniture industry customers will improve during the remainder of 2012, (ii) what the ongoing impact on sales of the acquired ergonomics components business will be or (iii) the extent that sales will grow across our other customers during the remainder of 2012. While changes in market demand are not within our control, we are focused on the areas we can impact. Staffing levels are continuously
 
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evaluated in relation to sales order rates which may result in headcount adjustments, to the extent possible, to match staffing levels with demand. We expect our continuous lean manufacturing and cost improvement initiatives, such as the 2011 consolidation of our Furniture Components facilities, to positively impact our productivity and result in a more efficient infrastructure. Additionally, we continue to seek opportunities to gain market share in markets we currently serve, to expand into new markets and to develop new product features in order to mitigate the impact of changes in demand as well as broaden our sales base.
Volatility in the costs of commodity raw materials is ongoing. Our primary commodity raw materials are steel, brass, alloyed zinc and stainless steel, which together represent approximately 18% of our total cost of goods sold. We generally seek to mitigate the impact of fluctuations in commodity raw material costs on our margins through improvements in production efficiencies or other operating cost reductions as well as occasionally executing larger quantity strategic purchases of these raw materials, which may result in higher inventory balances for a period of time. In the event we are unable to offset commodity raw material cost increases with other cost reductions, it may be difficult to recover those cost increases through increased product selling prices or surcharges due to the competitive nature of the markets served by our products. Additionally, significant surcharges may negatively affect our margins as they typically only recover the increased cost of the raw material without adding margin dollars resulting in a lower margin percentage. Consequently, overall operating margins may be negatively affected by commodity raw material cost pressures.
During the first six months of 2012, the value of the U.S. dollar did not change significantly in comparison to the Canadian dollar or the New Taiwan dollar, which are the primary currencies of our non-U.S. operations. However, the U.S. dollar could weaken during the remainder of 2012, which may have a negative impact on our 2012 results in comparison to 2011. When practical, we will seek to mitigate the negative impact of changes in currency exchange rates on our results by entering into currency hedging contracts. However, such strategies cannot fully mitigate the negative impact of changes in currency exchange rates. See Note 8 to the Condensed Consolidated Financial Statements for currency hedging contracts in place at June 30, 2012.
Liquidity and Capital Resources
Consolidated cash flows –
Operating activities. Trends in cash flows from operating activities, excluding changes in assets and liabilities have generally been similar to the trends in operating earnings. Changes in assets and liabilities result primarily from the timing of production, sales and purchases. Changes in assets and liabilities generally tend to even out over time. However, period-to-period relative changes in assets and liabilities can significantly affect the comparability of cash flows from operating activities. Our cash provided by operating activities for the first six months of 2012 decreased by $1.3 million as compared to the first six months of 2011 primarily due to the net effects of:
 
 	•	 	The negative impact of lower operating income in the first six months of 2012 of $5.1 million (primarily as a result of a $7.5 million litigation settlement gain recognized in the first quarter of 2011, partially offset by $1.8 million in 2011 facility consolidation costs);	
 
 	•	 	The positive impact of lower net cash used from relative changes in our inventories in 2012 of $2.5 million due to an increase in inventory balances in 2011 relating to the facility consolidation; and	
 
 	•	 	The positive impact of lower cash paid for interest of $1.1 million in 2012 due to the interest payment on our note payable to affiliate in March 2011 which included deferred interest from July 1, 2009 to December 31, 2010.	
 
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Relative changes in working capital can have a significant effect on cash flows from operating activities. As shown below, the change in our average days sales outstanding from December 31, 2011 to June 30, 2012 varied by segment. Generally, we expect our average days sales outstanding to increase from December to June as the result of a seasonal increase in sales during the second quarter as compared to the fourth quarter. For comparative purposes, we have provided December 31, 2010 and June 30, 2011 numbers below. Overall, our June 30, 2012 days sales outstanding compared to December 31, 2011 is in line with our expectations.

Days Sales Outstanding:	  	December 31,
2010	 	  	June 30,
2011	 	  	December 31,
2011	 	  	June 30,
2012	 	
Security Products	  	 	40 Days	  	  	 	42 Days	  	  	 	39 Days	  	  	 	41 Days	  	
Furniture Components	  	 	44 Days	  	  	 	51 Days	  	  	 	38 Days	  	  	 	46 Days	  	
Marine Components	  	 	34 Days	  	  	 	40 Days	  	  	 	44 Days	  	  	 	33 Days	  	
Consolidated CompX	  	 	41 Days	  	  	 	46 Days	  	  	 	39 Days	  	  	 	42 Days	  	
As shown below, our consolidated average number of days in inventory decreased from December 31, 2011 to June 30, 2012. The decrease in days in inventory was the result of an increase in sales volume in the first six months of 2012 without a significant change in inventory value due to our operational focus on continuously improving our inventory management. The variability in days in inventory among our segments primarily relates to the differences in the complexity of the production processes and therefore the length of time it takes to produce end products. For comparative purposes, we have provided December 31, 2010 and June 30, 2011 numbers below.

Days in Inventory:	  	December 31,
2010	 	  	June 30,
2011	 	  	December 31,
2011	 	  	June 30,
2012	 	
Security Products	  	 	73 Days	  	  	 	71 Days	  	  	 	79 Days	  	  	 	64 Days	  	
Furniture Components	  	 	58 Days	  	  	 	73 Days	  	  	 	59 Days	  	  	 	60 Days	  	
Marine Components	  	 	143 Days	  	  	 	94 Days	  	  	 	114 Days	  	  	 	80 Days	  	
Consolidated CompX	  	 	70 Days	  	  	 	74 Days	  	  	 	71 Days	  	  	 	63 Days	  	
Investing activities. Net cash used in investing activities totaled $2.1 million in the first six months of 2012 compared to net cash used of $1.2 million in the first six months of 2011. The increase is primarily the result of increased capital expenditures related to new Furniture Component products including the ergonomics healthcare product line acquired in 2011 and the upgrading of our Security Products and Marine Components manufacturing and accounting systems.
Financing activities. Net cash used by financing activities was $4.4 million in the first six months of 2012 compared to net cash used of $10.4 in the first six months of 2011.
During 2012:
 
 	•	 	we paid $3.1 million, or $.25 per share, in dividends, and	
 
 	•	 	we repaid $1.3 million in principal payments on our promissory note payable to affiliate.	
 
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During 2011:
 
 	•	 	we paid $3.1 million, or $.25 per share, in dividends,	
 
 	•	 	we repaid $4.5 million in principal payments on our promissory note payable to affiliate, and	
 
 	•	 	we repaid $3.0 million that was outstanding under our credit facility at December 31, 2010.	
See Note 6 to the Condensed Consolidated Financial Statements.
Debt obligations. At June 30, 2012, there was approximately $1.9 million outstanding under our $30 million revolving credit facility that matures in January 2015, and $21.0 million outstanding under our note payable to affiliate. At June 30, 2012 we could borrow the full amount of the remaining capacity of our credit facility without violating any debt covenants. We were in compliance with all of our financial covenants at June 30, 2012.
Provisions contained in our revolving credit facility could result in the acceleration of any outstanding indebtedness prior to its stated maturity for reasons other than defaults from failing to comply with typical financial covenants. For example, our revolving credit facility allows the lender to accelerate the maturity of the indebtedness upon a change of control (as defined) of the borrower. The terms of our revolving credit facility could result in the acceleration of all or a portion of the indebtedness following a sale of assets outside of the ordinary course of business. Although there are no current expectations to further borrow on the revolving credit facility, lower future operating results could reduce or eliminate our amount available to borrow and restrict future dividends. See also Note 6 to the Condensed Consolidated Financial Statements.
Future cash requirements –
Liquidity. Our primary source of liquidity on an on-going basis is our cash flow from operating activities, which is generally used to (i) fund capital expenditures, (ii) repay short-term or long-term indebtedness incurred primarily for capital expenditures, investment activities or reducing our outstanding stock and (iii) provide for the payment of dividends (if declared). From time-to-time, we will incur indebtedness, primarily to fund capital expenditures or business combinations. In addition, from time-to-time, we may also sell assets outside the ordinary course of business, the proceeds of which are generally used to repay indebtedness (including indebtedness which may have been collateralized by the assets sold) or to fund capital expenditures or business combinations.
Periodically, we evaluate liquidity requirements, alternative uses of capital, capital needs and available resources in view of, among other things, our capital expenditure requirements, dividend policy and estimated future operating cash flows. As a result of this process, we have in the past and may in the future seek to raise additional capital, refinance or restructure indebtedness, issue additional securities, modify our dividend policy or take a combination of such steps to manage our liquidity and capital resources. In the normal course of business, we may review opportunities for acquisitions, joint ventures or other business combinations in the component products industry. In the event of any such transaction, we may consider using available cash, issuing additional equity securities or increasing our indebtedness or that of our subsidiaries.
 
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We believe that cash generated from operations together with cash on hand, as well as, our ability to obtain additional external financing, will be sufficient to meet our liquidity needs for working capital, capital expenditures, debt service and dividends (if declared) for both the next twelve 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.
Of the $5.2 million aggregate cash and cash equivalents at June 30, 2012, $4.7 million was held by our non-U.S. subsidiaries.
Capital Expenditures. Firm purchase commitments for capital projects in process at June 30, 2012 totaled $1.2 million. Our 2012 capital investments are limited to those expenditures required to meet our expected customer demand and those required to properly maintain or improve our facilities and technology infrastructure.
Commitments and Contingencies. There have been no material changes in our contractual obligations since we filed our 2011 Annual Report, and we refer you to that report for a complete description of these commitments.
Off-balance sheet financing arrangements –
We do not have any off-balance sheet financing agreements other than the operating leases discussed in our 2011 Annual Report.
Recent accounting pronouncements –
See Note 9 to our Condensed Consolidated Financial Statements.
Critical accounting policies –
There have been no changes in the first six months of 2012 with respect to our critical accounting policies presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2011 Annual Report.
Forward-looking information –
As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we caution that the statements in this Quarterly Report on Form 10-Q relating to matters that are not historical facts are forward-looking statements that represent our beliefs and assumptions based on currently available information. Forward-looking statements can be identified by the use of words such as “believes,” “intends,” “may,” “should,” “anticipates,” “expects” or comparable terminology, or by discussions of strategies or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we do not know if our expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such forward-looking statements. Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this Quarterly Report and those described from time to time in our other filings with the Securities and Exchange Commission. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to the following:
 
 	•	 	Future demand for our products,	
 
 	•	 	Changes in our raw material and other operating costs (such as steel and energy costs) and our ability to pass those costs on to our customers or offset them with reductions in other operating costs,	
 
 	•	 	Demand for office furniture,	
 
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 	•	 	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,	
 
 	•	 	Fluctuations in the value of the U.S. dollar relative to other currencies (such as the Canadian dollar and New Taiwan dollar),	
 
 	•	 	Future litigation,	
 
 	•	 	Potential difficulties in integrating completed or future acquisitions,	
 
 	•	 	Actual demand relating to new products or products associated with an acquisition,	
 
 	•	 	Decisions to sell operating assets other than in the ordinary course of business,	
 
 	•	 	Potential difficulties in implementing new operational and accounting systems,	
 
 	•	 	Environmental matters (such as those requiring emission and discharge standards for existing and new facilities),	
 
 	•	 	Our ability to comply with covenants contained in our revolving bank credit facility,	
 
 	•	 	The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters,	
 
 	•	 	The impact of current or future government regulations,	
 
 	•	 	General global economic and political conditions (such as changes in the level of gross domestic product in various regions of the world),	
 
 	•	 	Operating interruptions (including, but not limited to labor disputes, hazardous chemical leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime and transportation interruptions); and	
 
 	•	 	Possible disruption of our business or increases in the cost of doing business resulting from terrorist activities or global conflicts.	
Should one or more of these risks materialize or if the consequences worsen, or if the underlying assumptions prove incorrect, actual results could differ materially from those currently forecasted or expected. We disclaim any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.
 
ITEM 3.	QUANTITATIVE AND QUALITATITVE DISCLOSURES ABOUT MARKET RISK.	
We are exposed to market risk, including foreign currency exchange rates, interest rates and security prices. There have been no material changes in these market risks since we filed our 2011 Annual Report. For a discussion of these market risk items, refer to Part I, Item 7A – “Quantitative and Qualitative Disclosure About Market Risk” in our 2011 Annual Report. See also Note 8 to the Condensed Consolidated Financial Statements.
We have substantial operations located outside the United States for which the functional currency is not the U.S. dollar. As a result, the reported amounts of our assets and liabilities related to our non-U.S. operations, and therefore our consolidated net assets, will fluctuate based upon changes in currency exchange rates.
 
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ITEM 4.	CONTROLS AND PROCEDURES.	
Evaluation of Disclosure Controls and Procedures. We maintain a system of disclosure controls and procedures. The term “disclosure controls and procedures,” as defined by regulations of the SEC, means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Each of David A. Bowers, our Vice Chairman of the Board, President and Chief Executive Officer, and Darryl R. Halbert, our Vice President, Chief Financial Officer and Controller, have evaluated the design and operating effectiveness of our disclosure controls and procedures as of June 30, 2012. Based upon their evaluation, these executive officers have concluded that our disclosure controls and procedures are effective as of the date of such evaluation.
Internal Control Over Financial Reporting. We also maintain internal control over financial reporting. The term “internal control over financial reporting,” as defined by regulations of the SEC, means a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that:
 
 	•	 	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets,	
 
 	•	 	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and	
 
 	•	 	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our Condensed Consolidated Financial Statements.	
Changes in Internal Control Over Financial Reporting. There has been no change to our internal control over financial reporting during the quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
 
ITEM 1A.	Risk Factors.	
Reference is made to the 2011 Annual Report for a discussion of the risk factors related to our businesses. There have been no material changes in such risk factors during the first six months of 2012.
 
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ITEM 6.	Exhibits.	

Item No.	  	Exhibit Index	
 	 	
31.1*  	  	Certification	
 	 	
31.2*  	  	Certification	
 	 	
32.1*  	  	Certification	
 	 	
101.INS*	  	XBRL Instance Document	
 	 	
101.SCH*	  	XBRL Taxonomy Extension Schema	
 	 	
101.CAL*	  	XBRL Taxonomy Extension Calculation Linkbase	
 	 	
101.DEF*	  	XBRL Taxonomy Extension Definition Linkbase	
 	 	
101.LAB*	  	XBRL Taxonomy Extension Label Linkbase	
 	 	
101.PRE*	  	XBRL Taxonomy Extension Presentation Linkbase	
 
*	Filed herewith.	
We have retained a signed original of any of the above exhibits that contains signatures, and we will provide such exhibit to the Commission or its staff upon request. We will also furnish, without charge, a copy of our Code of Business Conduct and Ethics, and Audit Committee Charter, each as adopted by our board of directors on February 22, 2012 and March 2, 2011 respectively, upon request. Such requests should be directed to the attention of our Corporate Secretary at our corporate offices located at 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
 
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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: August 8, 2012 	 	 	 	By:	 	/s/ Darryl R. Halbert 	
 	 	 	 	 	 	Darryl R. Halbert	
 	 	 	 	 	 	Vice President, Chief Financial Officer and Controller	
 
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Exhibit 31.1
CERTIFICATION
I, David A. Bowers, certify that:
 
1)	I have reviewed this quarterly report on Form 10-Q of CompX International Inc.;	
 
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):	
 
 	a)	All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: August 8, 2012

By: /s/ David A. Bowers	
David A. Bowers	
Vice Chairman of the Board, President	
  and Chief Executive Officer	

Exhibit 31.2
CERTIFICATION
I, Darryl R. Halbert, certify that:
 
1)	I have reviewed this quarterly report on Form 10-Q of CompX International Inc.;	
 
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 
4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 13d-15(f)) for the registrant and have:	
 
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 
5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):	
 
 	a)	All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: August 8, 2012

By: /s/ Darryl R. Halbert	
Darryl R. Halbert	
Vice President, Chief Financial Officer	
  and Controller	
(Principal Accounting and Financial Officer)	

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CompX International Inc. (the Company) on Form 10-Q for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, David A. Bowers, Vice Chairman of the Board, President and Chief Executive Officer of the Company and I, Darryl R. Halbert, Vice President, Chief Financial Officer and Controller of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By: /s/ David A. Bowers	
David A. Bowers	
Vice Chairman of the Board, President and Chief   Executive Officer	
 	
By: /s/ Darryl R. Halbert	
Darryl R. Halbert	
Vice President, Chief Financial Officer and   Controller	
Date: August 8, 2012
Note: The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.