Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
 
 
x
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
For the Quarterly Period Ended March 31, 2019
Or
o
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
For the Transition Period from                  to                  .
Commission file number 001-10716
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
 
38-2687639
(IRS Employer
Identification No.)
38505 Woodward Avenue, Suite 200
Bloomfield Hills, Michigan 48304
(Address of principal executive offices, including zip code)
(248) 631-5450
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such 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 o.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x    No o.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o
 
Smaller reporting company
o
 
 
 
 
 
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x
As of April 23, 2019, the number of outstanding shares of the Registrant's common stock, $0.01 par value, was 45,686,317 shares.

Table of Contents

TriMas Corporation
Index
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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Forward-Looking Statements
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about our financial condition, results of operations and business. These forward-looking statements can be identified by the use of forward-looking words, such as “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties which could materially affect our business, financial condition or future results including, but not limited to: general economic and currency conditions; material and energy costs; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; competitive factors; future trends; our ability to realize our business strategies; our ability to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of such acquisitions; information technology and other cyber-related risks; the performance of our subcontractors and suppliers; supply constraints; market demand; intellectual property factors; litigation; government and regulatory actions, including, without limitation, the impact of tariffs, quotas and surcharges; our leverage; liabilities imposed by our debt instruments; labor disputes; changes to fiscal and tax policies; contingent liabilities relating to acquisition activities; the disruption of operations from catastrophic or extraordinary events, including natural disasters; the potential impact of Brexit; tax considerations relating to the Cequent spin-off; our future prospects; and other risks that are discussed in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2018. The risks described in our Annual Report on Form 10-K and elsewhere in this report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows.
The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We caution readers not to place undue reliance on the statements, which speak only as of the date of this report. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.
We disclose important factors that could cause our actual results to differ materially from our expectations implied by our forward-looking statements under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributed to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other conditions, results of operations, prospects and ability to service our debt.

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PART I. FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements
TriMas Corporation
Consolidated Balance Sheet
(Dollars in thousands)


 
March 31,
2019

December 31,
2018
Assets
 
(unaudited)
 

Current assets:
 

 

Cash and cash equivalents
 
$
84,410


$
108,150

Receivables, net of reserves of approximately $3.6 million and $3.4 million as of March 31, 2019 and December 31, 2018, respectively
 
139,360


123,110

Inventories
 
179,170


173,120

Prepaid expenses and other current assets
 
7,020


7,430

Total current assets
 
409,960

 
411,810

Property and equipment, net
 
197,090


187,800

Operating lease right-of-use assets
 
38,190

 
—

Goodwill
 
325,520


316,650

Other intangibles, net
 
173,680


174,530

Deferred income taxes
 
380

 
1,080

Other assets
 
12,260


8,650

Total assets
 
$
1,157,080

 
$
1,100,520

Liabilities and Shareholders' Equity
 

 

Current liabilities:
 

 

Current maturities, long-term debt
 
$
90


$
—

Accounts payable
 
96,720


93,430

Accrued liabilities
 
38,830


48,300

Operating lease liabilities, current portion
 
7,950

 
—

Total current liabilities
 
143,590

 
141,730

Long-term debt, net
 
293,840


293,560

Operating lease liabilities
 
30,680

 
—

Deferred income taxes
 
10,600


5,560

Other long-term liabilities
 
37,860


39,220

Total liabilities
 
516,570

 
480,070

Preferred stock, $0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None
 
—

 
—

Common stock, $0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 45,686,317 shares at March 31, 2019 and 45,527,993 shares at December 31, 2018
 
460

 
460

Paid-in capital
 
814,530

 
816,500

Accumulated deficit
 
(159,380
)
 
(179,660
)
Accumulated other comprehensive loss
 
(15,100
)
 
(16,850
)
Total shareholders' equity
 
640,510

 
620,450

Total liabilities and shareholders' equity
 
$
1,157,080

 
$
1,100,520



The accompanying notes are an integral part of these financial statements.

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TriMas Corporation
Consolidated Statement of Income
(Unaudited—dollars in thousands, except for per share amounts)

 
 
Three months ended
March 31,
 
 
2019
 
2018
Net sales
 
$
221,290

 
$
217,100

Cost of sales
 
(161,470
)
 
(156,720
)
Gross profit
 
59,820

 
60,380

Selling, general and administrative expenses
 
(33,970
)
 
(25,170
)
Operating profit
 
25,850

 
35,210

Other expense, net:
 
 
 
 
Interest expense
 
(3,440
)
 
(3,700
)
Other expense, net
 
(680
)
 
(560
)
Other expense, net
 
(4,120
)
 
(4,260
)
Income before income tax expense
 
21,730

 
30,950

Income tax expense
 
(2,640
)
 
(6,630
)
Net income
 
$
19,090

 
$
24,320

Basic earnings per share:
 
 
 
 
Net income per share
 
$
0.42

 
$
0.53

Weighted average common shares—basic
 
45,578,815

 
45,779,966

Diluted earnings per share:
 
 
 
 
Net income per share
 
$
0.42

 
$
0.53

Weighted average common shares—diluted
 
45,992,182

 
46,229,337



The accompanying notes are an integral part of these financial statements.

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TriMas Corporation
Consolidated Statement of Comprehensive Income
(Unaudited—dollars in thousands)

 
 
Three months ended
March 31,
 
 
2019
 
2018
Net income
 
$
19,090

 
$
24,320

Other comprehensive income (loss):
 
 
 
 
Defined benefit plans (Note 15)
 
100

 
200

Foreign currency translation
 
700

 
2,360

Derivative instruments (Note 9)
 
2,220

 
(4,040
)
Total other comprehensive income (loss)
 
3,020

 
(1,480
)
Total comprehensive income
 
$
22,110

 
$
22,840



The accompanying notes are an integral part of these financial statements.



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TriMas Corporation
Consolidated Statement of Cash Flows
(Unaudited—dollars in thousands)
 
 
Three months ended March 31,
 
 
2019
 
2018
Cash Flows from Operating Activities:
 
 
 
 
Net income
 
$
19,090

 
$
24,320

Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact:
 

 

(Gain) loss on dispositions of assets
 
50

 
(10
)
Depreciation
 
6,230

 
6,330

Amortization of intangible assets
 
4,930

 
4,910

Amortization of debt issue costs
 
280

 
470

Deferred income taxes
 
2,300

 
5,010

Non-cash compensation expense
 
1,320

 
1,220

Increase in receivables
 
(11,490
)
 
(16,160
)
Increase in inventories
 
(4,770
)
 
(840
)
(Increase) decrease in prepaid expenses and other assets
 
(50
)
 
5,330

Decrease in accounts payable and accrued liabilities
 
(10,010
)
 
(15,140
)
Other operating activities
 
200

 
800

Net cash provided by operating activities, net of acquisition impact
 
8,080

 
16,240

Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(6,640
)
 
(3,170
)
Acquisition of businesses, net of cash acquired
 
(22,270
)
 
—

Net proceeds from disposition of property and equipment
 
—

 
250

Net cash used for investing activities
 
(28,910
)
 
(2,920
)
Cash Flows from Financing Activities:
 
 
 
 
Proceeds from borrowings on revolving credit facilities
 
26,250

 
32,040

Repayments of borrowings on revolving credit facilities
 
(25,870
)
 
(33,970
)
Shares surrendered upon exercise and vesting of equity awards to cover taxes
 
(2,620
)
 
(2,300
)
Payments to purchase common stock
 
(670
)
 
—

Net cash used for financing activities
 
(2,910
)
 
(4,230
)
Cash and Cash Equivalents:
 

 

Increase (decrease) for the period
 
(23,740
)
 
9,090

At beginning of period
 
108,150

 
27,580

At end of period
 
$
84,410

 
$
36,670

Supplemental disclosure of cash flow information:
 

 

Cash paid for interest
 
$
300

 
$
470

Cash paid for taxes
 
$
1,870

 
$
970



The accompanying notes are an integral part of these financial statements.

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TriMas Corporation
Consolidated Statement of Shareholders' Equity
Three Months Ended March 31, 2019 and 2018
(Unaudited—dollars in thousands)

 
 
Common
Stock
 
Paid-in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total
Balances, December 31, 2018
 
$
460

 
$
816,500

 
$
(179,660
)
 
$
(16,850
)
 
$
620,450

Net income
 
—

 
—

 
19,090

 
—

 
19,090

Other comprehensive income
 
—

 
—

 
—

 
3,020

 
3,020

Purchase of common stock
 
—

 
(670
)
 
—

 
—

 
(670
)
Shares surrendered upon exercise and vesting of equity awards to cover taxes
 
—

 
(2,620
)
 
—

 
—

 
(2,620
)
Non-cash compensation expense
 
—

 
1,320

 
—

 
—

 
1,320

Impact of accounting standards adoption
(Note 2)
 
—

 
—

 
1,190

 
(1,270
)
 
(80
)
Balances, March 31, 2019
 
$
460

 
$
814,530

 
$
(159,380
)
 
$
(15,100
)
 
$
640,510


 
 
Common
Stock
 
Paid-in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total
Balances, December 31, 2017
 
$
460

 
$
823,850

 
$
(262,960
)
 
$
(17,330
)
 
$
544,020

Net income
 
—

 
—

 
24,320

 
—

 
24,320

Other comprehensive loss
 
—

 
—

 
—

 
(1,480
)
 
(1,480
)
Shares surrendered upon exercise and vesting of equity awards to cover taxes
 
—

 
(2,300
)
 
—

 
—

 
(2,300
)
Non-cash compensation expense
 
—

 
1,220

 
—

 
—

 
1,220

Balances, March 31, 2018
 
$
460

 
$
822,770

 
$
(238,640
)
 
$
(18,810
)
 
$
565,780


The accompanying notes are an integral part of these financial statements.


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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1. Basis of Presentation
TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, is a diversified industrial manufacturer of products for customers in the consumer products, aerospace, industrial, petrochemical, refinery and oil and gas end markets.
In the first quarter of 2019, TriMas began reporting its machined components operations, located in Stanton, California and Tolleson, Arizona, in its Specialty Products reportable segment. This change was made in connection with the transition of leadership responsibilities out of TriMas Aerospace to Specialty Products, allowing the Company to better leverage the machining competencies and resources of these operations with the other businesses within the Specialty Products reportable segment, as well as provide the Company with the opportunity to expand sales of these products to customers outside of the aerospace market. In addition, this change enables the Company's Aerospace reportable segment to better focus on driving growth and innovation in its aerospace fastener and related product lines. See Note 12, "Segment Information," for further information on each of the Company's reportable segments.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and, in the opinion of management, contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year amounts have been reclassified to conform with current year presentation. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the Company's 2018 Annual Report on Form 10-K.
2. New Accounting Pronouncements
Recently Issued Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)" ("ASU 2018-14"), which modifies the disclosure requirements for employers who sponsor defined benefit pension or other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020, with early adoption permitted. ASU 2018-14 is to be applied retrospectively to all periods presented. The Company is in the process of assessing the impact of adoption on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies the test for goodwill impairment by eliminating the requirement to perform a hypothetical purchase price allocation to measure the amount of goodwill impairment. ASU 2017-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. The Company is in the process of assessing the impact of adoption on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which provides for the option to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act ("Tax Reform Act") classified within accumulated other comprehensive income (loss) ("AOCI") to retained earnings. ASU 2018-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU 2018-02 on January 1, 2019, and elected to reclassify approximately $1.3 million in stranded tax effects from accumulated other comprehensive loss to accumulated deficit on the accompanying consolidated balance sheet. The Company's accounting policy is to release the income tax effects from accumulated other comprehensive income when a defined benefit plan or a derivative instrument is liquidated and/or settled.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" (“ASU 2016-02”) (the “New Lease Standard"), which requires lessees to recognize a lease liability and right-of-use (ROU) asset on its balance sheet for operating leases. Accounting for finance leases is substantially unchanged. Since the issuance of ASU 2016-02, the FASB has issued several subsequent updates to the New Lease Standard. The New Lease Standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The Company adopted the New Lease Standard on January 1, 2019 using a modified retrospective transition, with the cumulative-effect adjustment to the opening balance of retained earnings as of the effective date (the effective date method). Under the effective date method, financial results reported in periods prior to 2019 are unchanged. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to forgo reassessing: (1) whether expired or existing contracts contain leases; (2) lease classification of any existing or expired leases; and, (3) initial direct costs for any existing leases.
As a result of the adoption, the Company recognized approximately $40 million of right-of-use assets and lease liabilities on its consolidated balance sheet. Additionally, the Company recognized an approximate $0.1 million cumulative effective adjustment debit, net of tax, to accumulated deficit related to unamortized deferred losses for certain sale-leaseback transactions. The standard did not have an impact on the Company's Consolidated Statement of Income.
3. Revenue
The following table presents the Company’s disaggregated net sales by primary end market served (dollars in thousands):
 
 
Three months ended March 31,
Customer End Markets
 
2019
 
2018
Consumer
 
$
67,490

 
$
64,730

Aerospace
 
45,580

 
45,810

Industrial
 
54,230

 
54,350

Oil and gas
 
53,990

 
52,210

Total net sales
 
$
221,290

 
$
217,100

The Company’s Packaging reportable segment earns revenues from the consumer and industrial end markets. The Aerospace reportable segment earns revenues from the aerospace end market. The Specialty Products reportable segment earns revenues from the industrial, oil and gas and aerospace end markets.
4. Acquisitions
In January 2019, the Company acquired Plastic Srl, a manufacturer of single-bodied and assembled polymeric caps and closures for use in home care product applications, for an aggregate amount of approximately $22.3 million, net of cash acquired. Located in Forli, Italy, Plastic Srl serves the home care market in Italy and other European countries and generates approximately $12 million in annual revenue. Plastic Srl is included in the Company's Packaging reportable segment.
In connection with the acquisition, the Company recorded approximately $1.0 million of non-cash purchase accounting-related expenses during the three months ended March 31, 2019, of which approximately $0.9 million was recognized within selling, general and administrative expenses primarily related to the write-off of the trade name acquired that will not be used, and approximately $0.1 million was recognized within cost of sales related to the step-up in value and subsequent sale of inventory.
5. Goodwill and Other Intangible Assets
During the three months ended March 31, 2019, in an effort to better align the Company's machining competencies and resources, the Company began reporting its machined products operations within the Specialty Products reportable segment. These operations were previously reported in the Company's Aerospace reportable segment. As a result of the reporting structure change, the Company's previous Aerospace reporting unit was split into two new reporting units, Machined Products and Aerospace. The Company reallocated the goodwill attributed to the previous Aerospace reporting unit on a relative fair value basis between the Machined Products and the new Aerospace reporting units, resulting in an allocation of goodwill of $12.7 million and $133.7 million, respectively.

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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

After the reallocation of goodwill, the Company performed a Step I quantitative assessment for both the Machined Products and the new Aerospace reporting units utilizing income and market-based approaches. Significant management assumptions used under the income approach for purposes of the Step I assessment were a discount rate of 9.5% for Aerospace and 10.5% for Machined Products and an estimated residual growth rate of 3%. In determining the discount rate, management considered the level of risk inherent in the cash flow projections based on sales growth and margin expansion assumptions, as well as historical attainment of its projections and current market conditions. The use of these unobservable inputs resulted in the fair value estimate being classified as a Level 3 measurement within the fair value hierarchy. Upon completion of the Step I test, the Company determined that the fair value of the Aerospace reporting unit exceeded its carrying value by more than 34% and the fair value of the Machined Products reporting unit exceeded its carrying value by more than 13%.
Changes in the carrying amount of goodwill for the three months ended March 31, 2019 are summarized as follows (dollars in thousands):
 
Packaging
 
Aerospace
 
Specialty Products
 
Total
Balance, December 31, 2018
$
163,660

 
$
146,430

 
$
6,560

 
$
316,650

Goodwill from acquisitions
9,100

 
—

 
—

 
9,100

Goodwill reassigned in segment realignment
—

 
(12,740
)
 
12,740

 
—

Foreign currency translation and other
(230
)
 
—

 
—

 
(230
)
Balance, March 31, 2019
$
172,530

 
$
133,690

 
$
19,300

 
$
325,520

The Company amortizes its other intangible assets over periods ranging from one to 30 years. The gross carrying amounts and accumulated amortization of the Company's other intangibles are summarized below (dollars in thousands):
 
 
As of March 31, 2019
 
As of December 31, 2018
Intangible Category by Useful Life
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Finite-lived intangible assets:
 

 

 

 

   Customer relationships, 5 – 12 years
 
$
77,540

 
$
(50,420
)
 
$
73,450

 
$
(48,410
)
   Customer relationships, 15 – 25 years
 
132,230

 
(60,520
)
 
132,230

 
(58,790
)
Total customer relationships
 
209,770

 
(110,940
)
 
205,680

 
(107,200
)
   Technology and other, 1 – 15 years
 
57,030

 
(32,310
)
 
57,020

 
(31,600
)
   Technology and other, 17 – 30 years
 
43,300

 
(36,100
)
 
43,300

 
(35,600
)
Total technology and other
 
100,330

 
(68,410
)
 
100,320

 
(67,200
)
Indefinite-lived intangible assets:
 

 

 

 

 Trademark/Trade names
 
42,930

 
—

 
42,930

 
—

Total other intangible assets
 
$
353,030

 
$
(179,350
)
 
$
348,930

 
$
(174,400
)
Amortization expense related to intangible assets as included in the accompanying consolidated statement of income is summarized as follows (dollars in thousands):
 
 
Three months ended March 31,
 
 
2019
 
2018
Technology and other, included in cost of sales
 
$
1,200

 
$
1,240

Customer relationships, included in selling, general and administrative expenses
 
3,730

 
3,670

Total amortization expense
 
$
4,930

 
$
4,910


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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

6. Inventories
Inventories consist of the following components (dollars in thousands):
 
 
March 31,
2019
 
December 31,
2018
Finished goods
 
$
91,180

 
$
91,780

Work in process
 
30,300

 
29,080

Raw materials
 
57,690

 
52,260

Total inventories
 
$
179,170

 
$
173,120

7. Property and Equipment, Net
Property and equipment consists of the following components (dollars in thousands):
 
 
March 31,
2019
 
December 31,
2018
Land and land improvements
 
$
16,260

 
$
15,580

Buildings
 
78,690

 
74,110

Machinery and equipment
 
326,220

 
318,860

 
 
421,170

 
408,550

Less: Accumulated depreciation
 
224,080

 
220,750

Property and equipment, net
 
$
197,090

 
$
187,800

Depreciation expense as included in the accompanying consolidated statement of income is as follows (dollars in thousands):
 
 
Three months ended March 31,
 
 
2019
 
2018
Depreciation expense, included in cost of sales
 
$
5,890

 
$
5,810

Depreciation expense, included in selling, general and administrative expenses
 
340

 
520

Total depreciation expense
 
$
6,230

 
$
6,330

8. Long-term Debt
The Company's long-term debt consists of the following (dollars in thousands):
 
 
March 31,
2019
 
December 31,
2018
4.875% Senior Notes due October 2025
 
$
300,000

 
$
300,000

Other debt
 
90

 
—

Debt issuance costs
 
(6,160
)
 
(6,440
)
 
 
293,930

 
293,560

Less: Current maturities, long-term debt
 
90

 
—

Long-term debt, net
 
$
293,840

 
$
293,560


11
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Senior Notes
In September 2017, the Company issued $300.0 million aggregate principal amount of 4.875% senior notes due October 15, 2025 ("Senior Notes") at par value in a private placement under Rule 144A of the Securities Act of 1933, as amended. The Senior Notes accrue interest at a rate of 4.875% per annum, payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2018. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis, by certain subsidiaries of the Company (each a "Guarantor" and collectively the "Guarantors"). The Senior Notes are pari passu in right of payment with all existing and future senior indebtedness and subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.
Prior to October 15, 2020, the Company may redeem up to 35% of the principal amount of the Senior Notes at a redemption price of 104.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more equity offerings provided that each such redemption occurs within 90 days of the date of closing of each such equity offering. In addition, the Company may redeem all or part of the Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium. On or after October 15, 2020, the Company may redeem all or part of the Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on October 15 of the years indicated below:
Year
 
Percentage
2020
 
102.438
%
2021
 
101.219
%
2022 and thereafter
 
100.000
%
Credit Agreement
The Company is a party to a credit agreement ("Credit Agreement") consisting of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit, matures on September 20, 2022 and is subject to interest at London Interbank Offered Rate ("LIBOR") plus 1.50%. The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date.
The Credit Agreement also provides incremental revolving credit facility commitments in an amount not to exceed the greater of $200.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined, is no greater than 3.00 to 1.00. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.
The Company's revolving credit facility allows for the issuance of letters of credit, not to exceed $40.0 million in aggregate. At March 31, 2019 and December 31, 2018, the Company had no amounts outstanding under its revolving credit facility and had approximately $284.9 million potentially available after giving effect to approximately $15.1 million of letters of credit issued and outstanding. However, after consideration of leverage restrictions contained in the Credit Agreement, the Company had approximately $284.9 million of borrowing capacity available for general corporate purposes at March 31, 2019 and December 31, 2018.

12
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The debt under the Credit Agreement is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties. Borrowings under the $125.0 million (equivalent) foreign currency sub limit of the $300.0 million senior secured revolving credit facility are secured by a cross-guarantee amongst, and a pledge of the assets of, the foreign subsidiary borrowers that are a party to the agreement.  The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including the ability to, subject to certain exceptions and limitations, incur debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, assets dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of the Credit Agreement also require the Company and its restricted subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum total net leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined), a maximum senior secured net leverage ratio (total consolidated senior secured indebtedness, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined). At March 31, 2019, the Company was in compliance with its financial covenants contained in the Credit Agreement.
Fair Value of Debt
The valuations of the Senior Notes and other debt were determined based on Level 2 inputs under the fair value hierarchy, as defined. The carrying amounts and fair values were as follows (dollars in thousands):
 
 
March 31, 2019
 
December 31, 2018
 
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Senior Notes
 
$
300,000

 
$
295,130

 
$
300,000

 
$
282,750

Other debt
 
90

 
90

 
—

 
—

9. Derivative Instruments
In October 2018, the Company entered into cross-currency swap agreements to hedge its net investment in Euro-denominated assets against future volatility in the exchange rate between the U.S. dollar and the Euro. By doing so, the Company synthetically converted a portion of its U.S. dollar-based long-term debt into Euro-denominated long-term debt. The agreements have a five year tenor at notional amounts declining from $125.0 million to $75.0 million over the contract period. Under the terms of the swap agreements, the Company is to receive net interest payments at a fixed rate of approximately 2.9% of the notional amount. At inception, the cross-currency swaps were designated as net investment hedges.
As of March 31, 2019 and December 31, 2018, the fair value carrying amount of the Company's derivative instruments are recorded as follows (dollars in thousands):
 
 
 
 
Asset / (Liability) Derivatives
Derivatives designated as hedging instruments
 
Balance Sheet Caption
 
March 31,
2019
 
December 31,
2018
Net Investment Hedges
 
 
 
 
 
 
Cross-currency swaps
 
Other assets
 
$
3,050

 
$
130


13
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The following table summarizes the loss recognized in AOCI on derivative contracts designated as hedging instruments as of March 31, 2019 and December 31, 2018, and the amounts reclassified from AOCI into earnings for the three months ended March 31, 2019 and 2018 (dollars in thousands):
 
Amount of Income Recognized
in AOCI on Derivative
(Effective Portion, net of tax)
 
 
 
Amount of Income (Loss) Reclassified
from AOCI into Earnings
 
 
 
 
Three months ended
March 31,
 
As of
March 31,
2019
 
As of December 31, 2018
 
Location of Income (Loss) Reclassified from AOCI into Earnings (Effective Portion)
 
2019
 
2018
Net Investment Hedges
 
 
 
 
 
 
 
 
 
Cross-currency swaps
$
3,150

 
$
940

 
Other expense, net
 
$
—

 
$
—

Over the next 12 months, the Company does not expect to reclassify any pre-tax deferred losses from AOCI into earnings.
The fair value of the Company's derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company's cross-currency swaps use observable inputs such as interest rate yield curves and forward currency exchange rates. Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018 are shown below (dollars in thousands):  
 
Description
 
Frequency
 
Asset / (Liability)
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
March 31, 2019
Cross-currency swaps
 
Recurring
 
$
3,050

 
$
—

 
$
3,050

 
$
—

December 31, 2018
Cross-currency swaps
 
Recurring
 
$
130

 
$
—

 
$
130

 
$
—

10. Leases
The Company leases certain equipment and facilities under non-cancelable operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet; expense related to these leases is recognized on a straight-line basis over the lease term.
The components of lease expense are as follows (dollars in thousands):
 
 
Three Months Ended March 31, 2019
Operating lease cost
 
$
2,470

Short-term, variable and other lease costs
 
600

Total lease cost
 
$
3,070


14
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TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Maturities of lease liabilities are as follows (dollars in thousands):
Year ended December 31,
 
Operating Leases(a)
2019 (excluding the three months ended March 31, 2019)
 
$
7,310

2020
 
9,060

2021
 
7,440

2022
 
4,920

2023
 
4,000

Thereafter
 
12,450

Total lease payments
 
45,180

Less: Imputed interest
 
(6,550
)
Present value of lease liabilities
 
$
38,630

__________________________
(a)  
The maturity table excludes cash flows associated with exited lease facilities. Liabilities for exited lease facilities are included in Accrued liabilities and Other long-term liabilities in the accompanying consolidated balance sheet.
The weighted-average remaining lease term of the Company's operating leases as of March 31, 2019 is approximately 6.4 years. The weighted-average discount rate as of March 31, 2019 is approximately 5.0%.
Cash paid for amounts included in the measurement of operating lease liabilities during the three months ended March 31, 2019 was approximately $2.5 million and is included in cash flows provided by operating activities in the consolidated statement of cash flows.
Right-of-use assets obtained in exchange for lease liabilities during the three months ended March 31, 2019 was approximately $0.1 million.
11. Commitments and Contingencies
Asbestos
As of March 31, 2019, the Company was a party to 370 pending cases involving an aggregate of 4,811 claims primarily alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of its subsidiaries for use primarily in the petrochemical, refining and exploration industries. The following chart summarizes the number of claims, number of claims filed, number of claims dismissed, number of claims settled, the average settlement amount per claim and the total defense costs, excluding amounts reimbursed under the Company's primary insurance, at the applicable date and for the applicable periods:
 
 
Claims
pending at
beginning of
period
 
Claims filed
during
period
 
Claims
dismissed
during
period
 
Claims
settled
during
period
 
Claims
pending at
end of
period
 
Average
settlement
amount per
claim during
period
 
Total defense
costs during
period
Three Months Ended March 31, 2019
 
4,820

 
32

 
38

 
3

 
4,811

 
$
59,300

 
$
590,000

Fiscal Year Ended December 31, 2018
 
5,256

 
171

 
564

 
43

 
4,820

 
$
7,191

 
$
2,260,000

In addition, the Company acquired various companies to distribute its products that had distributed gaskets of other manufacturers prior to acquisition. The Company believes that many of its pending cases relate to locations at which none of its gaskets were distributed or used.

15
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The Company may be subjected to significant additional asbestos-related claims in the future, the cost of settling cases in which product identification can be made may increase, and the Company may be subjected to further claims in respect of the former activities of its acquired gasket distributors. The Company is unable to make a meaningful statement concerning the monetary claims made in the asbestos cases given that, among other things, claims may be initially made in some jurisdictions without specifying the amount sought or by simply stating the requisite or maximum permissible monetary relief, and may be amended to alter the amount sought. The large majority of claims do not specify the amount sought. Of the 4,811 claims pending at March 31, 2019, 54 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). At March 31, 2019, of the 54 claims that set forth specific amounts, there were no claims seeking specific amounts for punitive damages. Below is a breakdown of the amount sought for those claims seeking specific amounts:
 
 
Compensatory
Range of damages sought (dollars in millions)
 
$0.0 to $0.6
 
$0.6 to $5.0
 
$5.0+
Number of claims
 
—
 
12
 
42
In addition, relatively few of the claims have reached the discovery stage and even fewer claims have gone past the discovery stage.
Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 25 years ago, have been approximately $9.0 million. All relief sought in the asbestos cases is monetary in nature. To date, approximately 40% of the Company's costs related to settlement and defense of asbestos litigation have been covered by its primary insurance. Effective February 14, 2006, the Company entered into a coverage-in-place agreement with its first level excess carriers regarding the coverage to be provided to the Company for asbestos-related claims when the primary insurance is exhausted. The coverage-in-place agreement makes asbestos defense costs and indemnity insurance coverage available to the Company that might otherwise be disputed by the carriers and provides a methodology for the administration of such expenses. The Company's primary insurance exhausted in November 2018, and the Company will be solely responsible for defense costs and indemnity payments prior to the commencement of coverage under this agreement, the duration of which would be subject to the scope of damage awards and settlements paid.
Based on the settlements made to date and the number of claims dismissed or withdrawn for lack of product identification, the Company believes that the relief sought (when specified) does not bear a reasonable relationship to its potential liability. Based upon the Company's experience to date, including the trend in annual defense and settlement costs incurred to date, and other available information (including the availability of excess insurance), the Company does not believe these cases will have a material adverse effect on its financial position and results of operations or cash flows.
Metaldyne Corporation
Prior to 2002, the Company was wholly-owned by Metaldyne Corporation ("Metaldyne"). In connection with the reorganization between TriMas and Metaldyne in 2002, TriMas assumed certain liabilities and obligations of Metaldyne, mainly comprised of contractual obligations to former TriMas employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne of normal course payments to be made on TriMas' behalf.
In 2007, Metaldyne merged into a subsidiary of Asahi Tec Corporation (“Asahi”) whereby Metaldyne became a wholly-owned subsidiary of Asahi, and in 2009, Metaldyne and its U.S. subsidiaries filed voluntary petitions in the United States Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code.
In January 2018, the U.S. Bankruptcy Court entered a final decree to close all remaining cases and finalize the Metaldyne bankruptcy distribution trust, effectively terminating any potential obligation by TriMas to Metaldyne. In consideration of the final decree, the Company removed the obligation from its balance sheet during the first quarter of 2018, resulting in an approximate $8.2 million non-cash reduction in selling, general and administrative expenses in the accompanying consolidated statement of income.
Claims and Litigation
The Company is subject to other claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation will have a material adverse effect on its financial position and results of operations or cash flows.

16
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

12. Segment Information
TriMas reports three segments: Packaging, Aerospace, and Specialty Products. Each of these segments has discrete financial information that is regularly evaluated by TriMas' president and chief executive officer (chief operating decision maker) in determining resource, personnel and capital allocation, as well as assessing strategy and performance. The Company utilizes its proprietary TriMas Business Model as a standardized set of processes to manage and drive results and strategy across its multi-industry businesses.
Within the Company's reportable segments, there are no individual products or product families for which reported net sales accounted for more than 10% of the Company's consolidated net sales. See below for more information regarding the types of products and services provided within each reportable segment:
Packaging – The Packaging segment, which consists primarily of the Rieke® brand, develops and manufactures specialty dispensing and closure products for the health, beauty and home care, food and beverage, and industrial markets.
Aerospace – The Aerospace segment, which includes the Monogram Aerospace Fasteners™, Allfast Fastening Systems® and Mac Fasteners™ brands, develops, qualifies and manufactures highly-engineered, precision fasteners to serve the aerospace market.
Specialty Products – The Specialty Products segment, which includes the Norris Cylinder™, Lamons®, Arrow® Engine and Martinic Engineering™ brands, designs, manufactures and distributes highly-engineered steel cylinders, sealing and fastener products, wellhead engines and compression systems and machined products for use within the industrial, petrochemical, oil and gas exploration and refining and aerospace markets.
Segment activity is as follows (dollars in thousands):
 
 
Three months ended
March 31,
 
 
2019
 
2018
Net Sales
 
 
 
 
Packaging
 
$
88,840

 
$
88,200

Aerospace
 
38,330

 
37,790

Specialty Products
 
94,120

 
91,110

Total
 
$
221,290

 
$
217,100

Operating Profit (Loss)
 
 
 
 
Packaging
 
$
17,640

 
$
19,580

Aerospace
 
5,740

 
4,590

Specialty Products
 
10,860

 
10,140

Corporate(a)
 
(8,390
)
 
900

Total
 
$
25,850

 
$
35,210

__________________________
(a)
During the first quarter of 2018, the Company removed an obligation from its balance sheet, resulting in an approximate $8.2 million non-cash reduction in selling, general and administrative expenses. See Note 11, "Commitments and Contingencies," for further details.

17
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

13. Equity Awards
Stock Options
The Company did not grant any stock option awards during the three months ended March 31, 2019. Information related to stock options at March 31, 2019 is as follows:
 
 
Number of
Stock Options
 
Weighted Average Option Price
 
Average  Remaining Contractual Life (Years)
 
Aggregate Intrinsic Value
Outstanding at January 1, 2019
 
206,854

 
$
13.19

 

 

Granted
 
—

 
—

 
 
 
 
  Exercised
 
(56,854
)
 
0.86

 

 

  Cancelled
 
—

 
—

 

 

  Expired
 
—

 
—

 
 
 
 
Outstanding at March 31, 2019
 
150,000

 
$
17.87

 
7.3
 
$
1,854,000

As of March 31, 2019, 100,000 stock options outstanding were exercisable under the Company's long-term equity incentive plans. As of March 31, 2019, there was approximately $0.1 million of unrecognized compensation cost related to stock options that is expected to be recorded over a weighted average period of 0.3 years.
The Company recognized approximately $0.1 million and $0.1 million of stock-based compensation expense related to stock options during the three months ended March 31, 2019 and 2018, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statement of income.
Restricted Stock Units
The Company issued 1,781 restricted stock units ("RSUs") related to director fee deferrals for the three months ended March 31, 2019. The Company allows for its non-employee independent directors to make an annual election to defer all or a portion of their directors fees and to receive the deferred amount in cash or equity. Certain of the Company's directors have elected to defer all or a portion of their directors fees and to receive the amount in Company common stock at a future date.
During 2016, the Company awarded performance-based RSUs to certain Company key employees which were earned based upon the Company's total shareholder return ("TSR") relative to the TSR of the common stock of a pre-defined industry peer-group and measured over a period beginning January 1, 2016 and ending on December 31, 2018. Depending on the performance achieved, the amount of shares earned could vary from 0% of the target award to a maximum of 200% of the target award. The Company attained 139.0% of the target on a weighted average basis, resulting in an increase of 38,315 shares during the three months ended March 31, 2019.
Information related to RSUs at March 31, 2019 is as follows:
 
 
Number of Unvested RSUs
 
Weighted Average Grant Date Fair Value
 
Average Remaining Contractual Life (Years)
 
Aggregate Intrinsic Value
Outstanding at January 1, 2019
 
663,128

 
$
26.67

 

 

  Granted
 
40,096

 
21.01

 

 

  Vested
 
(210,793
)
 
20.77

 

 

  Cancelled
 
(2,649
)
 
26.43

 

 

Outstanding at March 31, 2019
 
489,782

 
$
28.75

 
1.0
 
$
14,806,110

As of March 31, 2019, there was approximately $5.8 million of unrecognized compensation cost related to unvested RSUs that is expected to be recorded over a weighted average period of 1.9 years.

18
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The Company recognized stock-based compensation expense related to RSUs of approximately $1.3 million and $1.1 million during the three months ended March 31, 2019 and 2018, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statement of income.
14. Earnings per Share
Net income is divided by the weighted average number of common shares outstanding during the period to calculate basic earnings per share. Diluted earnings per share is calculated to give effect to stock options and RSUs. The following table summarizes the dilutive effect of RSUs and options to purchase common stock for the three months ended March 31, 2019 and 2018:
 
 
Three months ended
March 31,
 
 
2019
 
2018
Weighted average common shares—basic
 
45,578,815

 
45,779,966

Dilutive effect of restricted stock units
 
333,020

 
358,583

Dilutive effect of stock options
 
80,347

 
90,788

Weighted average common shares—diluted
 
45,992,182

 
46,229,337

In February 2019, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $75 million in the aggregate.  The previous authorization, approved in November 2015, authorized up to $50 million in share repurchases. In the three months ended March 31, 2019, the Company purchased 24,900 of its outstanding common stock for approximately $0.7 million. The Company did not purchase any shares of its outstanding common stock in the three months ended March 31, 2018.
15. Defined Benefit Plans
Net periodic pension benefit costs for the Company's defined benefit pension plans cover certain foreign employees, union hourly employees and salaried employees. The components of net periodic pension cost are as follows (dollars in thousands):
 
 
Pension Plans
 
 
Three months ended
March 31,
 
 
2019
 
2018
Service costs
 
$
260

 
$
300

Interest costs
 
270

 
300

Expected return on plan assets
 
(350
)
 
(430
)
Amortization of net loss
 
140

 
250

Net periodic benefit cost
 
$
320

 
$
420

The service cost component of net periodic benefit cost is recorded in cost of goods sold and selling, general and administrative expenses, while non-service cost components are recorded in other expense, net in the accompanying consolidated statement of income.
The Company contributed approximately $0.5 million to its defined benefit pension plans during the three months ended March 31, 2019. The Company expects to contribute approximately $1.9 million to its defined benefit pension plans for the full year 2019.

19
Table of Contents

TRIMAS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

16. Other Comprehensive Income (Loss)
Changes in AOCI by component for the three months ended March 31, 2019 are summarized as follows, net of tax (dollars in thousands):
 
 
Defined Benefit Plans
 
 Derivative Instruments
 
Foreign Currency Translation
 
Total
Balance, December 31, 2018
 
$
(7,200
)
 
$
940

 
$
(10,590
)
 
$
(16,850
)
Net unrealized gains arising during the period (a)
 
—

 
2,220

 
700

 
2,920

Less: Net realized losses reclassified to net income
 
(100
)
 
—

 
—

 
(100
)
Net current-period other comprehensive income
 
100

 
2,220

 
700

 
3,020

Reclassification of stranded tax effects
 
(1,260
)
 
(10
)
 
—

 
(1,270
)
Balance, March 31, 2019
 
$
(8,360
)
 
$
3,150

 
$
(9,890
)
 
$
(15,100
)
__________________________
(a)  
Derivative instruments, net of income tax of approximately $0.7 million. See Note 9, "Derivative Instruments," for further details.
Changes in AOCI by component for the three months ended March 31, 2018 are summarized as follows, net of tax (dollars in thousands):
 
 
Defined Benefit Plans
 
 Derivative Instruments
 
Foreign Currency Translation
 
Total
Balance, December 31, 2017
 
$
(10,450
)
 
$
(3,170
)
 
$
(3,710
)
 
$
(17,330
)
Net unrealized gains (losses) arising during the period (a)
 
—

 
(4,040
)
 
2,360

 
(1,680
)
Less: Net realized losses reclassified to net income (b)
 
(200
)
 
—

 
—

 
(200
)
Net current-period other comprehensive income (loss)
 
200

 
(4,040
)
 
2,360

 
(1,480
)
Balance, March 31, 2018
 
$
(10,250
)
 
$
(7,210
)
 
$
(1,350
)
 
$
(18,810
)
__________________________
(a)  
Derivative instruments, net of income tax of approximately $1.2 million. See Note 9, "Derivative Instruments," for further details.
(b)  
Defined benefit plans, net of income tax of approximately $0.1 million. See Note 15, "Defined Benefit Plans," for further details.
17. Subsequent Event
On April 29, 2019, the Company acquired Taplast S.p.A., a designer and manufacturer of dispensers, closures and containers for the beauty and personal care, household, and food and beverage packaging end markets in Europe and North America, for a purchase price of approximately $46 million. Taplast S.p.A. generated approximately $32 million in net sales in 2018 and will be included in the Company's Packaging reportable segment.

20
Table of Contents

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition contains forward-looking statements regarding industry outlook and our expectations regarding the performance of our business. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading "Forward-Looking Statements," at the beginning of this report. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the Company's reports on file with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2018.
Introduction
We are a diversified global manufacturer and provider of products for customers in the consumer products, aerospace, industrial, petrochemical, refinery, and oil and gas end markets. Our wide range of innovative product solutions are engineered and designed to solve application-specific challenges that our customers face. We believe our businesses share important and distinguishing characteristics, including: well-recognized and leading brand names in the focused markets we serve; innovative product technologies and features; customer approved processes and qualified products; established distribution networks; relatively low ongoing capital investment requirements; strong cash flow conversion and long-term growth opportunities. While the majority of our revenue is in the United States, we manufacture and supply products globally to a wide range of companies. We are principally engaged in three reportable segments: Packaging, Aerospace and Specialty Products.
Key Factors Affecting Our Reported Results  
Our businesses and results of operations depend upon general economic conditions. We serve customers in cyclical industries that are highly competitive and are themselves significantly impacted by changes in economic conditions.
As anticipated, our first quarter 2019 results of operations were fairly consistent with the results in first quarter 2018. Our first quarter 2019 net sales increased by 1.9%, with increases in each of our three reportable segments, driven primarily by growth in our health, beauty and home care end market within our Packaging reportable segment and increased volume of steel cylinder and oil and gas-related products within our Specialty Products reportable segment. We believe general industrial activity continues to be at a high level in 2019, particularly in the United States.
During 2018, material costs increased throughout the year, primarily related to oil and metal-based commodities. We took swift action to mitigate such cost increases, including implementing commercial pricing adjustments, resourcing to alternate suppliers and insourcing of sourced-product to better leverage our global manufacturing footprint. As a result of these actions, as well as softening of certain underlying commodity costs, we have now been able to mitigate the impact to where material costs were not a significant driver of year-over-year profit change. The two most significant drivers of net income change compared with first quarter 2018 related to our effective income tax rate and the reversal of a legacy liability in first quarter 2018 that did not repeat in 2019.
Our effective tax rate in the first quarter 2019 was 12.1%, compared to 21.4% in the first quarter of 2018. The decrease in the rate was primarily a result of discrete tax benefits that occurred during first quarter 2019, primarily related to the reversal of uncertain tax benefits due to statute of limitations expirations, excess tax benefits related to share based compensation that vested in the quarter, and a reduction in deferred tax liabilities following the implementation of state tax planning initiatives.
In first quarter 2018, we terminated a legacy liability of approximately $8.2 million, which resulted in a non-cash reduction to corporate office selling, general and administrative expenses. Prior to 2002, we were wholly-owned by Metaldyne Corporation ("Metaldyne"). In connection with the reorganization between TriMas and Metaldyne in June 2002, we assumed certain liabilities and obligations of Metaldyne, mainly comprised of contractual obligations to former TriMas employees, tax-related matters, benefit plan liabilities and reimbursements to Metaldyne of normal course payments to be made on TriMas' behalf. Metaldyne and its U.S. subsidiaries filed voluntary petitions in the United States Bankruptcy Court under Chapter 11 of the U.S. Bankruptcy Code in 2009. In January 2018, the U.S. Bankruptcy Court entered a final decree to close all remaining cases and finalize the Metaldyne bankruptcy distribution trust, effectively terminating any potential obligation by TriMas to Metaldyne.
In addition to these two items, during first quarter 2019 we completed the acquisition of Plastic Srl, a manufacturer of single-bodied and assembled polymeric caps and closures for use in home care product applications, for an aggregate amount of approximately $22.3 million, net of cash acquired. Plastic Srl serves the home care market in Italy and other European countries and contributed approximately $2.8 million of net sales during the quarter within our Packaging reportable segment. We incurred purchase accounting-related expenses during first quarter 2019 of approximately $1.0 million related to this acquisition, of which approximately $0.9 million was recognized within selling, general and administrative expenses primarily related to the write-off of the trade name acquired that will not be used, and approximately $0.1 million was recognized within cost of sales related to the step-up in value and subsequent sale of inventory.
.

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Additional Key Risks that May Affect Our Reported Results  
Critical factors affecting our ability to succeed include: our ability to create organic growth through product development, cross-selling and extending product-line offerings, and our ability to quickly and cost-effectively introduce new products; our ability to acquire and integrate companies or products that supplement existing product lines, add new distribution channels or customers, expand our geographic coverage or enable better absorption of overhead costs; our ability to manage our cost structure more efficiently via supply base management, internal sourcing and/or purchasing of materials, selective outsourcing and/or purchasing of support functions, working capital management, and greater leverage of our administrative functions.
Our overall business does not experience significant seasonal fluctuation, other than our fourth quarter, which has tended to be the lowest net sales quarter of the year due to holiday shutdowns at certain customers or other customers deferring capital spending to the following year. Given the short-cycle nature of most of our businesses, we do not consider sales order backlog to be a material factor. A growing amount of our sales is derived from international sources, which exposes us to certain risks, including currency risks.
We are sensitive to price movements in our raw materials supply base. Our largest material purchases are for resins (such as polypropylene and polyethylene), steel, aluminum and other oil and metal-based purchased components. Although we are generally able to mitigate the impact of higher commodity costs, we may experience additional material costs and disruptions in supply in the future and may not be able to pass along higher costs to our customers in the form of price increases.
Certain of our businesses in our Specialty Products reportable segment are sensitive to the demand for natural gas and crude oil in North America. For example, our Arrow Engine business is most directly impacted by these factors, as its engine, pump jack and compressor products are impacted by oil and gas rig counts and well completion activities. In addition, a portion of our Lamons business serves upstream customers at oil well sites that are impacted by fluctuating oil prices. The majority of this business provides parts for oil refineries and petrochemical plants, which may or may not decide to incur capital expenditures for their preventive maintenance or capacity expansion activities, both of which require use of our gaskets and bolts, in times of fluctuating oil prices. Separately, oil-based commodity costs are a significant driver of raw materials and purchased components used within our Packaging reportable segment. Although we have escalator/de-escalator clauses in commercial contracts with certain of our customers, or can modify prices based on market conditions to recover higher costs, we cannot be assured of full cost recovery in the open market.
Each year, as a core tenet of the TriMas Business Model ("TBM"), our businesses target cost savings from Kaizen and continuous improvement initiatives in an effort to lower input costs or increase throughput and yield rates with a goal of at least covering inflationary and market cost increases. In addition, we continuously review our costs to ensure alignment with current market demand.
We continue to evaluate strategies to redeploy the cash generated by our businesses, which, among other alternatives, includes returning capital to our shareholders and acquiring strategic bolt-on businesses. In November 2015, we announced our Board of Directors had authorized us to purchase up to $50 million in the aggregate of our common stock. In 2018, we purchased 442,632 shares of our outstanding common stock for approximately $12.1 million. The 2018 share purchases represent the first stock buyback activity under this authorization.
On February 28, 2019, we announced our Board of Directors increased this authorization to $75 million, which includes the value of shares already purchased under the previous authorization. In the three months ended March 31, 2019, we purchased 24,900 shares of our outstanding common stock for approximately $0.7 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, depending on market conditions and other factors.



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Segment Information and Supplemental Analysis
The following table summarizes financial information for our reportable segments for the three months ended March 31, 2019 and 2018 (dollars in thousands):
 
Three months ended March 31,
 
2019
 
As a Percentage
of Net Sales
 
2018
 
As a Percentage
of Net Sales
Net Sales
 
 
 
 
 
 
 
Packaging
$
88,840

 
40.2
%
 
$
88,200

 
40.6
%
Aerospace
38,330

 
17.3
%
 
37,790

 
17.4
%
Specialty Products
94,120

 
42.5
%
 
91,110

 
42.0
%
Total
$
221,290

 
100.0
%
 
$
217,100

 
100.0
%
Gross Profit
 
 
 
 
 
 
 
Packaging
$
27,970

 
31.5
%
 
$
29,230

 
33.1
%
Aerospace
11,200

 
29.2
%
 
10,060

 
26.6
%
Specialty Products
20,650

 
21.9
%
 
21,090

 
23.1
%
Total
$
59,820

 
27.0
%
 
$
60,380

 
27.8
%
Selling, General and Administrative Expenses
 
 
 
 
 
 
 
Packaging
$
10,330

 
11.6
%
 
$
9,650

 
10.9
%
Aerospace
5,460

 
14.2
%
 
5,480

 
14.5
%
Specialty Products
9,790

 
10.4
%
 
10,940

 
12.0
%
Corporate
8,390

 
N/A

 
(900
)
 
N/A

Total
$
33,970

 
15.4
%
 
$
25,170

 
11.6
%
Operating Profit (Loss)
 
 
 
 
 
 
 
Packaging
$
17,640

 
19.9
%
 
$
19,580

 
22.2
%
Aerospace
5,740

 
15.0
%
 
4,590

 
12.1
%
Specialty Products
10,860

 
11.5
%
 
10,140

 
11.1
%
Corporate
(8,390
)
 
N/A

 
900

 
N/A

Total
$
25,850

 
11.7
%
 
$
35,210

 
16.2
%
Depreciation
 
 
 
 
 
 
 
Packaging
$
3,260

 
3.7
%
 
$
3,220

 
3.7
%
Aerospace
1,460

 
3.8
%
 
1,460

 
3.9
%
Specialty Products
1,440

 
1.5
%
 
1,580

 
1.7
%
Corporate
70

 
N/A

 
70

 
N/A

Total
$
6,230

 
2.8
%
 
$
6,330

 
2.9
%
Amortization
 
 
 
 
 
 
 
Packaging
$
2,370

 
2.7
%
 
$
2,300

 
2.6
%
Aerospace
2,010

 
5.2
%
 
2,030

 
5.4
%
Specialty Products
550

 
0.6
%
 
580

 
0.6
%
Corporate
—

 
N/A

 
—

 
N/A

Total
$
4,930

 
2.2
%
 
$
4,910

 
2.3
%
 
 
 
 
 
 
 
 
Results of Operations
The principal factors impacting us during the three months ended March 31, 2019, compared with the three months ended March 31, 2018, were:
•
increased sales levels across our end markets, primarily driven by growth in our health, beauty and home care end market within our Packaging reportable segment and increased sales of steel cylinders and oil and gas related products within our Specialty Products reportable segment;
•
a decrease in our effective tax rate from the recognition of certain discrete tax items in first quarter 2019; and
•
the termination of the liability to Metaldyne, resulting in an approximate $8.2 million reduction in selling, general and administrative expenses in first quarter 2018.


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Table of Contents

Three Months Ended March 31, 2019 Compared with Three Months Ended March 31, 2018
Overall, net sales increased approximately $4.2 million, or 1.9%, to $221.3 million for the three months ended March 31, 2019, as compared with $217.1 million in the three months ended March 31, 2018. Our organic sales increased by approximately $3.6 million, primarily driven by approximately $5.0 million higher sales within our Packaging reportable segment's health, beauty and home care products and $2.0 million higher sales in of each of the industrial products and oil and gas-related products within our Specialty Products reportable segment. In addition, sales increased approximately $2.8 million as a result of our Plastic Srl acquisition in January 2019 in the Packaging reportable segment. These increases were partially offset by approximately $5.2 million lower sales of our industrial and food and beverage products in our Packaging segment as well as $2.2 million of net unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies.
Gross profit margin (gross profit as a percentage of sales) approximated 27.0% and 27.8% for the three months ended March 31, 2019 and 2018, respectively. Gross profit dollars and margin decreased, as the impact of higher sales levels was more than offset by a less favorable overall product sales mix, higher input costs, primarily in our Specialty Products reportable segment, and as a result of unfavorable currency exchange.
Operating profit margin (operating profit as a percentage of sales) approximated 11.7% and 16.2% for the three months ended March 31, 2019 and 2018, respectively. Operating profit decreased approximately $9.4 million, or 26.6%, to $25.9 million for the three months ended March 31, 2019, from $35.2 million for the three months ended March 31, 2018. Operating profit decreased by approximately $8.2 million due to a first quarter 2018 non-cash reduction of our recorded liability to Metaldyne following the U.S. Bankruptcy Court's final decree to close all remaining cases and terminate the Metaldyne bankruptcy distribution trust. Operating profit and related margin further declined as the impact of higher sales levels was more than offset by a less favorable product sales mix, increases in purchase accounting expenses and professional fees supporting corporate development activities, and as a result of unfavorable currency exchange.
Interest expense decreased approximately $0.3 million, to $3.4 million for the three months ended March 31, 2019, as compared to $3.7 million for the three months ended March 31, 2018, as a result of a decrease in our interest rates and lower weighted average borrowings.
Other expense, net increased approximately $0.1 million, to $0.7 million for the three months ended March 31, 2019, as compared to $0.6 million for the three months ended March 31, 2018, primarily due to an increase in losses on transactions denominated in foreign currencies.
The effective income tax rate for the three months ended March 31, 2019 and 2018 was 12.1% and 21.4%, respectively. The decrease in the rate was primarily a result of significant discrete items that occurred during the first quarter of 2019, including the reversal of uncertain tax benefits for which the statute of limitations expired, excess tax benefits related to share based compensation that vested in the quarter, and a reduction in deferred tax liabilities resulting from the implementation of state tax planning initiatives.
Net income decreased approximately $5.2 million, to $19.1 million for the three months ended March 31, 2019, as compared to $24.3 million for the three months ended March 31, 2018. The decrease in net income was the result of a decrease in operating profit of approximately $9.4 million and an increase in other expense, net of approximately $0.1 million, partially offset by a decrease in income tax expense of approximately $4.0 million, and a decrease in interest expense of approximately $0.3 million.
See below for a discussion of operating results by segment.
Packaging. Net sales increased approximately $0.6 million, or 0.7%, to $88.8 million in the three months ended March 31, 2019, as compared to $88.2 million in the three months ended March 31, 2018. Sales of our health, beauty and home care products increased approximately $5.0 million, primarily due to higher demand in North America and continued sales growth in Asia. Sales also increased approximately $2.8 million due to the acquisition of Plastic Srl in the first quarter of 2019. These increases were partially offset by a decrease in sales of our food and beverage products by approximately $3.4 million, primarily due to lower sales of pumps as well as softer end market demand in North America. Sales of our industrial products declined by approximately $1.8 million due to lower end market demand in North America, in part due to the unusually cold weather in the first quarter of 2019. Additionally, net sales decreased by approximately $2.0 million due to unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies.
Packaging's gross profit decreased approximately $1.3 million to $28.0 million, or 31.5% of sales, in the three months ended March 31, 2019, as compared to $29.2 million, or 33.1% of sales, in the three months ended March 31, 2018. Gross profit declined by approximately $0.9 million due to unfavorable currency exchange, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies. In addition, we experienced a less favorable product sales mix, with our health, beauty and home care end market products comprising a larger percentage of net sales, as well as competitive pricing.

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Table of Contents

Packaging's selling, general and administrative expenses increased approximately $0.7 million to $10.3 million, or 11.6% of sales, in the three months ended March 31, 2019, as compared to $9.7 million, or 10.9% of sales, in the three months ended March 31, 2018, primarily due to non-cash purchase accounting-related expenses of approximately $0.8 million related to the write-off of the trade name acquired in the Plastic Srl acquisition that will not be used.
Packaging's operating profit decreased approximately $1.9 million to $17.6 million, or 19.9% of sales, in the three months ended March 31, 2019, as compared to $19.6 million, or 22.2% of sales, in the three months ended March 31, 2018, as the impact of foreign currency exchange, a less favorable product sales mix, competitive pricing and costs associated with our acquisition of Plastic Srl more than offset the impact of higher sales levels.
Aerospace.    Net sales for the three months ended March 31, 2019 increased approximately $0.5 million, or 1.4%, to $38.3 million, as compared to $37.8 million in the three months ended March 31, 2018, due to steady demand levels for fastener products.
Gross profit within Aerospace increased approximately $1.1 million to $11.2 million, or 29.2% of sales, in the three months ended March 31, 2019, from $10.1 million, or 26.6% of sales, in the three months ended March 31, 2018, primarily due to improved production efficiencies and a more favorable product sales mix.
Selling, general and administrative expenses remained relatively flat at approximately $5.5 million, or 14.2% of sales, in the three months ended March 31, 2019, as compared to $5.5 million, or 14.5% of sales, in the three months ended March 31, 2018, as lower ongoing selling expenses were offset by approximately $0.4 million of professional fees incurred in the first quarter of 2019 to analyze our standard fastener product line and recommend opportunities to improve.
Operating profit within Aerospace increased approximately $1.2 million to $5.7 million, or 15.0% of sales, in the three months ended March 31, 2019, as compared to $4.6 million, or 12.1% of sales in the three months ended March 31, 2018, primarily due to improved production efficiencies and a more favorable product sales mix.
Specialty Products.    Net sales for the three months ended March 31, 2019 increased approximately $3.0 million, or 3.3%, to $94.1 million, as compared to $91.1 million in the three months ended March 31, 2018. Sales of our industrial products increased by approximately $2.0 million due to increased demand for large high pressure steel and specialty steel cylinders. Sales of our oil and gas related products increased by approximately $2.0 million, primarily as a result of increased demand in North America. These increases were partially offset by an approximate $0.8 million decrease in sales of our machined components products, and net unfavorable currency exchange of approximately $0.2 million, as our reported results in U.S. dollars were negatively impacted as a result of the stronger U.S. dollar relative to foreign currencies.
Gross profit within Specialty Products decreased approximately $0.4 million to $20.7 million, or 21.9% of sales, in the three months ended March 31, 2019, as compared to $21.1 million, or 23.1% of sales, in the three months ended March 31, 2018. Increases in gross profit due to increased sales levels were more than offset by higher first quarter 2019 input costs for industrial cylinder and machined components products.
Selling, general and administrative expenses within Specialty Products decreased approximately $1.1 million to $9.8 million, or 10.4% of sales, in the three months ended March 31, 2019, as compared to $10.9 million, or 12.0% of sales, in the three months ended March 31, 2018, primarily due to our continued leverage of a lower cost footprint.
Operating profit within Specialty Products increased approximately $0.8 million to $10.9 million, or 11.5% of sales, in the three months ended March 31, 2019, as compared to $10.1 million, or 11.1% of sales, in the three months ended March 31, 2018, as increases in operating profit as a result of higher sales levels and lower selling, general and administrative expenses were partially offset by the impact of higher input costs.
Corporate.    Corporate (income) expenses, net consists of the following (dollars in millions):
 
 
Three months ended March 31,
 
 
2019
 
2018
Corporate operating expenses
 
$
5.9

 
$
5.3

Non-cash stock compensation
 
1.3

 
1.2

Legacy (income) expenses, net
 
1.2

 
(7.4
)
Corporate (income) expenses, net
 
$
8.4

 
$
(0.9
)

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Table of Contents

Corporate (income) expenses, net increased approximately $9.3 million to $8.4 million for the three months ended March 31, 2019, from $0.9 million of income for the three months ended March 31, 2018. Legacy (income) expenses, net, increased approximately $8.6 million, primarily due to the termination of the liability to Metaldyne in the three months ended March 31, 2018, resulting in an approximate $8.2 million non-cash reduction in legacy (income) expenses, net. Corporate operating expenses increased approximately $0.6 million, primarily due to professional fees related to corporate development activities.
Liquidity and Capital Resources
Cash Flows
Cash flows provided by operating activities were approximately $8.1 million for the three months ended March 31, 2019, as compared to approximately $16.2 million for the three months ended March 31, 2018. Significant changes in cash flows provided by operating activities and the reasons for such changes were as follows:
•
For the three months ended March 31, 2019, the Company generated approximately $34.4 million of cash, based on the reported net income of approximately $19.1 million and after considering the effects of non-cash items related to depreciation, amortization, loss on dispositions of assets, changes in deferred income taxes, stock-based compensation and other operating activities. For the three months ended March 31, 2018, the Company generated approximately $43.1 million in cash flows based on the reported net income of approximately $24.3 million and after considering the effects of similar non-cash items.
•
Increases in accounts receivable resulted in a use of cash of approximately $11.5 million and $16.2 million for the three months ended March 31, 2019 and 2018, respectively. The increased use of cash for each of the three month periods is due primarily to the timing of sales and collection of cash related thereto within the periods. Days sales outstanding of receivables increased by approximately three days.
•
We increased our investment in inventory by approximately $4.8 million and $0.8 million for the three months ended March 31, 2019 and 2018, respectively, primarily as a result of operating at higher production levels to support sales growth.
•
Increases in prepaid expenses and other assets resulted in a use of cash of approximately $0.1 million for the three months ended March 31, 2019. Decreases in prepaid expenses and other assets resulted in a source of cash of $5.3 million for the three months ended March 31, 2018, primarily a result of the timing of payments made for income taxes and certain operating expenses.
•
Decreases in accounts payable and accrued liabilities resulted in a use of cash of approximately $10.0 million and $15.1 million for the three months ended March 31, 2019 and 2018, respectively, primarily as a result of timing of payments made to suppliers and the mix of vendors and related terms. The decrease in accounts payable and accrued liabilities for the three months ended March 31, 2018 was further impacted by an approximate $8.2 million non-cash reduction in an obligation.
Net cash used for investing activities for the three months ended March 31, 2019 and 2018 was approximately $28.9 million and $2.9 million, respectively. During the first three months of 2019, we paid approximately $22.3 million, net of cash acquired, to acquire Plastic Srl. We also incurred approximately $6.6 million in capital expenditures, as we continued our investment in growth, capacity and productivity-related capital projects. During the first three months of 2018, we incurred approximately $3.2 million in capital expenditures and received cash from the disposition of property and equipment of approximately $0.3 million.
Net cash used for financing activities for the three months ended March 31, 2019 and 2018 was approximately $2.9 million and $4.2 million, respectively. During the first three months of 2019, we had net borrowings of approximately $0.4 million on our revolving credit facilities. We also purchased approximately $0.7 million of outstanding common stock and used a net cash amount of approximately $2.6 million related to our stock compensation arrangements. During the first three months of 2018, we made net repayments of approximately $1.9 million on our revolving credit facilities. We also used a net cash amount of approximately $2.3 million related to our stock compensation arrangements.

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Table of Contents

Our Debt and Other Commitments
The $300.0 million aggregate principal amount of Senior Notes accrue interest at a rate of 4.875% per annum, payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2018. The payment of principal and interest is jointly and severally guaranteed, on a senior unsecured basis by certain named subsidiaries of the Company (each a "Guarantor" and collectively the "Guarantors"). The Senior Notes are pari passu in right of payment with all existing and future senior indebtedness and subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. For the three months ended March 31, 2019, our consolidated subsidiaries that do not guarantee the Senior Notes represented approximately 13% of the total of guarantor and non-guarantor net sales, treating each as a consolidated group and excluding intercompany transactions between guarantor and non-guarantor subsidiaries. In addition, our non-guarantor subsidiaries represented approximately 29% and 11% of the total guarantor and non-guarantor assets and liabilities, respectively, as of March 31, 2019, treating the guarantor and non-guarantor subsidiaries each as a consolidated group and excluding intercompany transactions between such groups.
Prior to October 15, 2020, we may redeem up to 35% of the principal amount of the Senior Notes at a redemption price of 104.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more equity offerings provided that each such redemption occurs within 90 days of the date of closing of each such equity offering. In addition, we may redeem all or part of the Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium.
We are party to a credit agreement ("Credit Agreement") consisting of a $300.0 million senior secured revolving credit facility, which permits borrowings denominated in specific foreign currencies, subject to a $125.0 million sub limit. The Credit Agreement matures on September 20, 2022 and is subject to interest at London Interbank Offered Rate ("LIBOR") plus 1.50%. The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date. The Credit Agreement allows issuance of letters of credit, not to exceed $40.0 million in aggregate, against revolving credit facility commitments.
The Credit Agreement also provides for incremental revolving credit commitments in an amount not to exceed the greater of $200.0 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such commitments, the senior secured net leverage ratio, as defined in the Credit Agreement, is no greater than 3.00 to 1.00. The terms and conditions of any incremental revolving credit facility commitments must be no more favorable than the existing credit facility.
Amounts drawn under our revolving credit facility fluctuate daily based upon our working capital and other ordinary course needs. Availability under our revolving credit facility depends upon, among other things, compliance with our Credit Agreement's financial covenants. Our Credit Agreement contains various negative and affirmative covenants and other requirements affecting us and our subsidiaries, including the ability to, subject to certain exceptions and limitations, incur debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, assets dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of our Credit Agreement require us and our subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum total net leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined), a maximum senior secured net leverage ratio (total consolidated senior secured indebtedness, less the aggregate amount of certain unrestricted cash and unrestricted permitted investments, as defined, over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over the sum of consolidated cash interest expense, as defined, and preferred dividends, as defined). Our permitted total net leverage ratio under the Credit Agreement is 4.00 to 1.00 as of March 31, 2019. If we were to complete an acquisition which qualifies for a Covenant Holiday Period, as defined in our Credit Agreement, then our permitted total net leverage ratio cannot exceed 4.50 to 1.00 during that period. Our actual total net leverage ratio was 1.38 to 1.00 at March 31, 2019. Our permitted senior secured net leverage ratio under the Credit Agreement is 3.50 to 1.00 as of March 31, 2019. If we were to complete an acquisition which qualifies for a Covenant Holiday Period, as defined in our Credit Agreement, then our permitted senior secured net leverage ratio cannot exceed 4.00 to 1.00 during that period. Our actual senior secured net leverage ratio was not meaningful at March 31, 2019. Our permitted interest expense coverage ratio under the Credit Agreement is 3.00 to 1.00 as of March 31, 2019. Our actual interest expense coverage ratio was 14.48 to 1.00 at March 31, 2019. At March 31, 2019, we were in compliance with our financial covenants.

27
Table of Contents

The following is a reconciliation of net income, as reported, which is a GAAP measure of our operating results, to Consolidated Bank EBITDA, as defined in our Credit Agreement, for the twelve months ended March 31, 2019 (dollars in thousands). We present Consolidated Bank EBITDA to show our performance under our financial covenants.
 
 
 
 
 
Twelve Months Ended March 31, 2019
Net income
 
$
78,070

Bank stipulated adjustments:
 
 
Interest expense
 
13,650

Income tax expense
 
18,760

Depreciation and amortization
 
43,940

Non-cash compensation expense(1)
 
7,270

Other non-cash expenses or losses
 
3,440

Non-recurring expenses or costs(2)
 
3,570

Extraordinary, non-recurring or unusual gains or losses
 
2,500

Business and asset dispositions
 
250

Permitted acquisitions
 
2,340

Casualty or business interruption expenses covered and reimbursed by insurance
 
460

Consolidated Bank EBITDA, as defined
 
$
174,250

 
March 31, 2019
 
Total Indebtedness, as defined(3)
$
240,140

 
Consolidated Bank EBITDA, as defined
174,250

 
Total net leverage ratio
1.38

x
Covenant requirement
4.00

x

 
March 31, 2019
 
Total Senior Secured Indebtedness(4)
$
(63,810
)
 
Consolidated Bank EBITDA, as defined
174,250

 
Senior secured net leverage ratio
n/m

x
Covenant requirement
3.50

x
 
 
Twelve Months Ended March 31, 2019
Interest expense
 
$
13,650

Bank stipulated adjustments:
 
 
Interest income
 
(520
)
Non-cash amounts attributable to amortization of financing costs
 
(1,100
)
Total Consolidated Cash Interest Expense, as defined
 
$
12,030


28
Table of Contents

 
March 31, 2019
 
Consolidated Bank EBITDA, as defined
$
174,250

 
Total Consolidated Cash Interest Expense, as defined
12,030

 
Actual interest expense coverage ratio
14.48

x
Covenant requirement
3.00

x
_____________________________
(1) 
Non-cash compensation expenses resulting from the grant of equity awards.
(2) 
Non-recurring costs and expenses relating to diligence and transaction costs, purchase accounting costs, severance, relocation, restructuring and curtailment expenses.
(3)
Includes $4.0 million of acquisition deferred purchase price.
(4) 
Senior secured indebtedness is negative at March 31, 2019 due to the deduction of certain unrestricted cash and unrestricted permitted investments as allowed under the Credit Agreement.
During the three months ended March 31, 2018, we terminated our $75.0 million accounts receivable facility, under which we had the ability to sell eligible accounts receivable to a third-party multi-seller receivables funding company.
At March 31, 2019 and December 31, 2018, we had no amounts outstanding under our revolving credit facility and had approximately $284.9 million potentially available after giving effect to approximately $15.1 million of letters of credit issued and outstanding. The letters of credit are used for a variety of purposes, including support of certain operating lease agreements, vendor payment terms and other subsidiary operating activities, and to meet various states' requirements to self-insure workers' compensation claims, including incurred but not reported claims. After consideration of leverage restrictions contained in the Credit Agreement, as of March 31, 2019 and December 31, 2018, we had approximately $284.9 million, of borrowing capacity available for general corporate purposes.
We rely upon our cash flow from operations and available liquidity under our revolving credit facility to fund our debt service obligations and other contractual commitments, working capital and capital expenditure requirements. At the end of each quarter, we use cash on hand from our domestic and foreign subsidiaries to pay down amounts outstanding under our revolving credit facility, as applicable.
Our weighted average borrowings during the first three months of 2019 approximated $320.7 million, compared to approximately $338.7 million during the first three months of 2018. The overall decrease is primarily due to repayments using cash flows from operations.
Cash management related to our revolving credit facility is centralized. We monitor our cash position and available liquidity on a daily basis and forecast our cash needs on a weekly basis within the current quarter and on a monthly basis outside the current quarter over the remainder of the year. Our business and related cash forecasts are updated monthly. The majority of our cash on hand as of March 31, 2019 is recorded as a Corporate asset and is located within the United States. We have aggregate available funding under our revolving credit facility of $284.9 million at March 31, 2019 (after consideration of the aforementioned leverage restrictions) and based on forecasted cash sources and requirements inherent in our business plans, we believe that our liquidity and capital resources, including anticipated cash flows from operations, will be sufficient to meet our debt service, capital expenditure and other short-term and long-term obligations for the foreseeable future.
We are subject to variable interest rates on our revolving credit facility. At March 31, 2019, 1-Month LIBOR approximated 2.49%. At March 31, 2019, we had no amounts outstanding on our revolving credit facility and therefore no variable rate-based borrowings outstanding.
In addition to our long-term debt, we have other cash commitments related to leases. We account for these lease transactions as operating leases, and annual rent expense for continuing operations related thereto approximated $12.3 million in 2018. We expect leasing will continue to be an available financing option to fund future capital expenditure requirements.
In February 2019, we announced our Board of Directors had authorized us to increase the purchase of our common stock up to $75 million in the aggregate.  The previous authorization, approved in November 2015, authorized up to $50 million in share repurchases.  In the three months ended March 31, 2019 we purchased 24,900 shares of our outstanding common stock for an aggregate purchase price of approximately $0.7 million. We will continue to evaluate opportunities to return capital to shareholders through the purchase of our common stock, depending on market conditions and other factors.

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Market Risk
We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies. The functional currencies of our foreign subsidiaries are primarily the local currency in the country of domicile. We manage these operating activities at the local level and revenues and costs are generally denominated in local currencies; however, results of operations and assets and liabilities reported in U.S. dollars will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.
We have historically used derivative financial instruments to manage currency risks, albeit in immaterial notional contracts, as we explored the predictability of our procurement activities denominated in currencies other than the functional currency of our subsidiaries and the impact of currency rate volatility on our earnings. We use cross-currency swap agreements to mitigate currency risks associated with the net investment in certain of our foreign subsidiaries. See Note 9, "Derivative Instruments," included in Part 1, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q for additional information.
We are also subject to interest risk as it relates to our long-term debt. We have historically used interest rate swap agreements to fix the variable portion of our debt to manage this risk. See Note 9, "Derivative Instruments," included in Part 1, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q for additional information.
Common Stock
TriMas is listed in the NASDAQ Global Select MarketSM. Our stock trades under the symbol "TRS."
Credit Rating
We and certain of our outstanding debt obligations are rated by Standard & Poor's and Moody's. On June 7, 2018, Moody's upgraded our Senior Notes rating to Ba3 from B1, as presented in Note 8, "Long-term Debt" included in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements" within this quarterly report on Form 10-Q. Moody's also upgraded our Corporate Family Rating to Ba2 from Ba3 and maintained its outlook as stable. On January 30, 2019, Standard & Poor's affirmed a BB- rating to our senior unsecured debt, affirmed a BB corporate credit rating and maintained its outlook as stable. If our credit ratings were to decline, our ability to access certain financial markets may become limited, our cost of borrowings may increase, the perception of us in the view of our customers, suppliers and security holders may worsen and as a result, we may be adversely affected.
Outlook
Our first quarter 2019 results continued our recent positive momentum, as we further improve our operating efficacy under the TriMas Business Model, which provides the standardized set of processes that we follow to drive results across our multi-industry set of businesses. We experienced year-over-year increases in sales in each of our three reportable segments, achieving anticipated first quarter 2019 profit levels in addition to a lower effective tax rate.
We expect to maintain our positive momentum throughout 2019, and believe we are well positioned to capitalize on growth opportunities, as well as have instilled a culture of Kaizen and continuous improvement to generate additional production efficiencies, cost savings and leverage available market opportunities. We remain cautiously optimistic about our growth and earnings expansion prospects for 2019, and we are not counting on significant end market improvement, particularly given economic uncertainty around direct and indirect impacts of foreign trade policies. We will continue our efforts to mitigate the impact of external factors, while focusing on those areas we can control.
We will continue to prioritize and pursue growth programs, particularly in our Packaging and Aerospace reportable segments, where we have many initiatives underway that we expect will benefit us in 2019. We will also continue to ensure our cost structures remain aligned with customer demand in the end markets we serve, most notably in our Specialty Products reportable segment. We expect to leverage the tenets of the TriMas Business Model to achieve our growth plans, execute continuous improvement initiatives to offset inflationary pressures, and seek lower-cost sources for input costs, all while continuously assessing our manufacturing footprint, productivity and fixed-cost structure.
Impact of New Accounting Standards
See Note 2, "New Accounting Pronouncements," included in Part 1, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q.

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Critical Accounting Policies
Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, our evaluation of business and macroeconomic trends, and information from other outside sources, as appropriate.
During the quarter ended March 31, 2019, there were no material changes to the items that we disclosed as our critical accounting policies in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Annual Report on Form 10-K for the year ended December 31, 2018.


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Item 3.    Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to market risk associated with fluctuations in foreign currency exchange rates. We are also subject to interest risk as it relates to long-term debt. See Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for details about our primary market risks, and the objectives and strategies used to manage these risks. Also see Note 8, "Long-term Debt," and Note 9, "Derivative Instruments," in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements," included within this quarterly report on Form 10-Q for additional information.
Item 4.    Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Evaluation of disclosure controls and procedures
As of March 31, 2019, an evaluation was carried out by management, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) pursuant to Rule 13a-15 of the Exchange Act. The Company's disclosure controls and procedures are designed only to provide reasonable assurance that they will meet their objectives. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2019, the Company's disclosure controls and procedures are effective to provide reasonable assurance that they would meet their objectives.
Changes in internal control over financial reporting
There have been no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION
TRIMAS CORPORATION
Item 1.    Legal Proceedings
See Note 11, "Commitments and Contingencies," included in Part I, Item 1, "Notes to Unaudited Consolidated Financial Statements," within this quarterly report on Form 10-Q.
Item 1A.    Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A., "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2018, which could materially affect our business, financial condition or future results. There have been no significant changes in our risk factors as disclosed in our 2018 Form 10-K.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about purchases made by the Company, or on behalf of the Company by an affiliated purchaser, of shares of the Company's common stock during the three months ended March 31, 2019.
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
January 1, 2019 to January 31, 2019
 
24,900

 
$
26.95

 
24,900

 
$
37,179,972

February 1, 2019 to February 28, 2019
 
—

 
$
—

 
—

 
$
62,179,972

March 1, 2019 to March 31, 2019
 
—

 
$
—

 
—

 
$
62,179,972

Total
 
24,900

 
$
28.96

 
24,900

 
$
62,179,972

__________________________
(1)  
Pursuant to a publicly announced share repurchase program, during the three months ended March 31, 2019, the Company repurchased 24,900 shares of its common stock at a cost of approximately $0.7 million. In February 2019, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $75 million in aggregate from its previous authorization of $50 million. The share repurchase program is effective and has no expiration date.
Item 3.    Defaults Upon Senior Securities
Not applicable.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
Not applicable.

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Item 6.    Exhibits
Exhibits Index:

3.1 (a)
3.2 (b)
10.1 (c)
31.1
31.2
32.1
32.2
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.

(a)
 
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 3, 2007 (File No. 001-10716).
(b)
 
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on December 18, 2015 (File No. 001-10716).
(c)
 
Incorporated by reference to the Exhibit filed with our Current Report on Form 8-K filed on March 7, 2019 (File No. 001-10716).

*Management contracts and compensatory plans or arrangements.


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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.
 
 
TRIMAS CORPORATION (Registrant)
 
 
 
 
 
 
 
 
 
/s/ ROBERT J. ZALUPSKI
 
 
 
 
 
Date:
April 30, 2019

By:
 
Robert J. Zalupski
Chief Financial Officer


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