EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 - For the fiscal year ended December 31, 2003
Commission file number 1-13905
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
COMPX CONTRIBUTORY RETIREMENT PLAN
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
COMPX INTERNATIONAL INC.
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Administrator has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
COMPX CONTRIBUTORY RETIREMENT PLAN
By: ADMINISTRATIVE COMMITTEE OF THE
COMPX CONTRIBUTORY RETIREMENT PLAN
By: /s/ Raymond S. Staton
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Raymond S. Staton
Committee Member
June 25, 2004
COMPX CONTRIBUTORY RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December 31, 2003
with
REPORT OF INDEPENDENT registered public
accounting firm
COMPX CONTRIBUTORY RETIREMENT PLAN
Index of Financial Statements and Supplemental Schedule
Page
Report of Independent Registered Public Accounting Firm 2
Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 2002 and 2003 3
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2003 4
Notes to Financial Statements 5-8
Supplemental Schedule
Schedule H, line 4i - Schedule of Assets (Held at End of Year) -
December 31, 2003 9
Exhibit A
Consent of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Administrative Committee of
CompX Contributory Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of CompX Contributory Retirement Plan (the "Plan") at December 31, 2002 and
2003, and the changes in net assets available for benefits for the year ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Dallas, Texas
June 24, 2004
COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2002 and 2003
2002 2003
---- ----
Assets:
Investments at fair value .................... $12,613,840 $15,543,274
Contributions receivable - employer .......... 536,559 538,091
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Net assets available for benefits ........ $13,150,399 $16,081,365
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COMPX CONTRIBUTORY RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2003
Additions:
Investment income:
Net appreciation in fair value of investments ............ $ 2,020,777
Interest and dividends ................................... 327,896
-----------
2,348,673
Contributions:
Employer ................................................. 538,814
Participants ............................................. 1,268,072
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1,806,886
Total additions ........................................ 4,155,559
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Deductions:
Benefits to participants ................................... 1,222,508
Administrative expenses .................................... 2,085
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Total deductions ....................................... 1,224,593
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Net increase in net assets available for benefits ............ 2,930,966
Net assets available for benefits:
Beginning of year .......................................... 13,150,399
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End of year ................................................ $16,081,365
COMPX CONTRIBUTORY RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of Plan and significant accounting policies:
General. The following description of the Compx Contributory Retirement
Plan (the "Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
The Plan is a defined contribution plan which covers eligible salaried and
hourly U.S. employees of CompX International Inc. and its U.S. subsidiaries
(collectively, the "Employer"). Employees are eligible to participate in the
Plan as of the first entry date, as defined, concurrent with or next following
the completion of 90 days of eligible service and attaining 20 years of age. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").
The Employer is a 69%-owned subsidiary of Valhi, Inc. at December 31, 2003.
Valhi is a 90%-owned subsidiary of Contran Corporation at December 31, 2003.
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 by Mr. Simmons or
persons or other entities related to Mr. Simmons. Mr. Simmons, the Chairman of
the Board of each of Contran and Valhi, may be deemed to control each of such
companies and the Employer.
Contributions. The Plan permits participants to defer 1% to 100% of their
annual compensation as pre-tax contributions, not to exceed a deferral of
$12,000 in 2003 (subject to adjustment in future years), through payroll
deductions. Participants who will be at least age 50 by the end of the Plan year
may elect to make "catch-up" contributions, not to exceed an additional deferral
of $2,000 in 2003 (subject to adjustments in future years) through payroll
deductions. The Employer's contribution is based upon a profit-sharing formula
and the Employer's profit, as defined, during the Plan year. The Employer's
contribution is allocated to participants' accounts on a percentage or matching
basis relative to the participants' contributions (excluding catch-up
contributions) for the year. The Employer's contribution is reduced, as provided
by the Plan, by nonvested amounts forfeited by participants who withdraw from
the Plan. At December 31, 2002 and 2003, unallocated forfeited nonvested
accounts were $45,501 and $73,250 respectively. No forfeitures were used to
reduce employer contributions for the year ended December 31, 2003.
Vesting and benefits. Salary deferrals (including earnings thereon) are
immediately vested while Employer contributions (including earnings thereon)
vest at the rate of 20% per year of service, as defined.
Upon termination of employment, retirement, death or disability, a
participant (or beneficiary, if applicable) may elect to receive either (i) a
lump sum amount equal to the vested value of the participant's accounts or (ii)
installments over a period of not more than 30 years. With the consent of the
Plan administrators, participants can borrow amounts from their vested account
balances, subject to certain limitations under the Plan.
Benefits are recorded when paid.
Participants' accounts. Participants can direct the Plan administrator to
invest, in 1% increments, their account balance in publicly-traded registered
investment companies or pooled funds administered by Putnam Investments or in
CompX International Inc. common stock (not to exceed 25% of account balances).
Below are the investment fund options available to participants at December 31,
2003:
Putnam Voyager Fund - Seeks capital appreciation. Invests primarily in
common stocks.
Putnam Vista Fund - Seeks capital appreciation. Invests primarily in
common stocks.
Putnam International Capital Opportunities - Seeks long-term capital
appreciation. Invests primarily in a diversified portfolio of stocks
of small to midsize companies located outside of the United States.
The George Putnam Fund of Boston - Seeks to provide a balanced
investment which will produce both capital growth and current income.
Invests in a diversified group of stocks and bonds.
PIMCO Total Return Fund - Seeks maximum current income and price
appreciation. Invests in fixed-income securities from all major
sectors of the bond market.
UAM ICM Small Company Portfolio Fund - Seeks maximum, long-term total
return. Invests in common stocks of smaller to midsize companies.
Putnam Stable Value Fund - This pooled fund seeks stable principal and
relatively high current income. Invests primarily in high-quality
fixed-income investments.
Putnam Asset Allocation Fund - Growth Portfolio - Seeks capital
appreciation. Invests in both stocks and bonds.
Putnam Asset Allocation Fund - Balanced Portfolio - Seeks total
return. Invests in both stocks and bonds.
Putnam Asset Allocation Fund - Conservative Portfolio - Seeks total
return with preservation of capital. Invests in both stocks and bonds.
Putnam S&P 500 Index Fund - This pooled fund seeks to mirror the
performance and composition of Standard & Poor's 500 Composite Index.
Putnam Equity Income Fund - Seeks to provide current income by
investing primarily in a diversified portfolio of income producing
equity securities.
Putnam International Equity Fund - Seeks capital appreciation. Invests
in growth and value stocks outside of the United States.
Managers Special Equity Fund - Seeks capital appreciation through
investment primarily in the equity securities of a diversified group
of companies expected to have superior earnings and growth potential.
The fund's investments will tend to be in the securities of companies
having small to medium market capitalizations.
Company Stock Fund - Invests in CompX International Inc. class A
common stock.
The above fund descriptions provide only general information. Participants
should refer to the Prospectus of each fund for a more complete description.
Each participant's account is credited with the participant's contribution
and an allocation of the Employer's contribution and Plan earnings, and charged
with an allocation of administrative expenses. Allocations are based on
participant earnings, matching or account balances, as defined in the Plan.
In addition to the investment fund options, a "Loan Fund" is maintained to
account for loans to participants, as permitted by the Plan. A participant is
able to borrow from his/her fund account an amount ranging from a minimum of
$1,000 up to a maximum that is generally equal to the lesser of $50,000 or 50%
of his/her vested account balance. A loan is collateralized by the balance in
the participant's account and bears interest at rates commensurate with local
prevailing rates. For outstanding loans at December 31, 2003, the interest rates
ranged from 5.00% to 10.5% and mature through 2017.
Plan termination. The Employer has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan, in compliance with the
provisions of ERISA. In the event the Plan is terminated, the accounts of all
participants will become fully vested.
Basis of accounting. The financial statements of the Plan are prepared in
accordance with accounting principles generally accepted in the United States of
America. Valuation of investments is more fully described in Note 2.
Management estimates. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results may, in some instances, differ
from previously estimated amounts.
Risks and uncertainties. The Plan provides for various investment options
in a variety of stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various risks, such
as interest rate, market, and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and
that such changes could materially affect participants' account balances and the
amounts reported in the Plan's statement of net assets available for benefits.
Expenses of administering the Plan. The Plan provides that the Employer
will generally reimburse the Plan for administrative expenses paid by the Plan.
The Employer paid a significant portion of the 2003 administrative expenses.
Tax status. The Plan has been notified by the Internal Revenue Service that
it is a qualified plan under Section 401(a) and Section 401(k) of the Internal
Revenue Code (the "Code"), and is therefore exempt from federal income taxes
under provisions of Section 501(a) of the Code.
The Plan has been amended since it was notified of its exempt status by the
Internal Revenue Service. Management believes the Plan currently is designed and
operates in accordance with the applicable requirements of the Code and
therefore remains exempt from federal income taxes under provisions of Section
501(a) of the Code. In February 2002, the Plan submitted the Plan's document to
the Internal Revenue Service for approval.
Note 2 - Investments:
General. The assets of the Plan are held and the related investment
transactions are executed by Putnam Fiduciary Trust Company as trustee (the
"Trustee") of the CompX Master 401(k) Plan Trust (the "Trust"). The Trust
invests in publicly-traded registered investment companies, pooled funds
administered by Putnam Investments and CompX International Inc. class A common
stock (see Note 1). The Plan's investments are stated at fair value based on
quoted market prices and net appreciation for the year is reflected in the
Plan's statement of changes in net assets available for plan benefits. The net
appreciation consists of realized gains or losses and unrealized appreciation or
depreciation on investments.
The following presents investments that represent 5 percent or more of
the Plan's net assets at year end:
December 31,
2002 2003
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Putnam Stable Value Fund (pooled fund) ......... $3,491,376 $3,724,941
Putnam Voyager Fund (class Y shares) ........... 2,138,814 2,611,650
PIMCO Total Return Fund ........................ 1,398,213 1,321,890
Putnam Vista Fund (class Y shares) ............. 1,244,218 1,776,808
Putnam S&P 500 Index Fund (pooled fund) ........ 859,583 1,183,846
Managers Special Equity Fund ................... -- 881,869
UAM ICM Small Company Portfolio Fund ........... -- 843,808
The George Putnam Fund of Boston
(class Y shares) .............................. 743,085 --
COMPX CONTRIBUTORY RETIREMENT PLAN
SCHEDULE H, line 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Fair
value
*Putnam Stable Value Fund (Common/Collective Trust) ........... $ 3,724,941
*Putnam Voyager Fund - Class Y ................................ 2,611,650
PIMCO Total Return Fund ...................................... 1,321,890
*Putnam Vista Fund - Class Y .................................. 1,776,808
*Putnam S&P 500 Index Fund (Common/Collective Trust) .......... 1,183,846
*The George Putnam Fund of Boston - Class Y ................... 790,966
*Putnam International Equity Fund - Class Y ................... 667,603
UAM ICM Small Company Portfolio Fund ......................... 843,808
*Putnam Equity Income Fund - Class Y .......................... 426,511
*Putnam Asset Allocation Fund -
Conservative Portfolio - Class Y ............................ 155,009
*Putnam Asset Allocation Fund -
Balanced Portfolio - Class Y ................................ 67,380
*Putnam Asset Allocation Fund -
Growth Portfolio - Class Y .................................. 124,333
Managers Special Equity Fund ................................. 881,869
*Putnam International Capital Opportunities - Class Y ......... 129,807
*CompX International Inc. Class A common stock ................ 172,134
*Loans to participants (with interest rates from
5.00% to 10.5%), mature through 2017 ........................ 664,719
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$15,543,274
* Investment in a "Party-in-interest" entity, as defined by ERISA.
EXHIBIT A
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-56163) of CompX International Inc. of our
report dated June 24, 2004, relating to the financial statements and
supplementary schedule of the CompX Contributory Retirement Plan, which appears
in this Form 11-K.
PricewaterhouseCoopers LLP
Dallas, Texas
June 25, 2004