-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RvKQjYkb6FWMj4N4UNF8cPqwwcP9sz/IHRP+XEnp1UcXmJT3KRTsbfRcQUN+yMEL Kj45lDJYnBHO+ZKKYvYi6A== 0000842633-95-000008.txt : 19950508 0000842633-95-000008.hdr.sgml : 19950508 ACCESSION NUMBER: 0000842633-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950505 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMAS CORP CENTRAL INDEX KEY: 0000842633 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 382687639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10716 FILM NUMBER: 95535003 BUSINESS ADDRESS: STREET 1: 315 E EISENHOWER PKWY CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 3137477025 MAIL ADDRESS: STREET 1: 315 E EISENHOWER PKWY CITY: ANN ARBOR STATE: MI ZIP: 48108 10-Q 1 TRIMAS 1ST QUARTER 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1995 Commission file number 1-10716 TRIMAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 38-2687639 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 315 East Eisenhower Parkway, Ann Arbor, Michigan 48108 (Address of principal executive offices) (Zip Code) (313) 747-7025 (Telephone number) 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares Outstanding at Class April 28, 1995 Common Stock, $.01 Par Value 36,652,152 TRIMAS CORPORATION INDEX Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets - March 31, 1995 and December 31, 1994 1 Consolidated Condensed Statements of Income for the Three Months Ended March 31, 1995 and 1994 2 Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994 3 Notes to Consolidated Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Part II. Other Information and Signature 8 PART I. FINANCIAL INFORMATION Item 1. Financial Statements TRIMAS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS March 31, December 31, 1995 1994 (Unaudited) Assets Current assets: Cash and cash equivalents $102,750,000 $107,670,000 Receivables 89,180,000 64,190,000 Inventories 80,670,000 79,560,000 Other current assets 3,300,000 3,590,000 Total current assets 275,900,000 255,010,000 Property and equipment 168,410,000 168,380,000 Excess of cost over net assets of acquired companies 148,100,000 149,160,000 Notes receivable 9,490,000 9,960,000 Other assets 32,610,000 32,630,000 Total assets $634,510,000 $615,140,000 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 28,970,000 $ 21,590,000 Accrued liabilities 34,480,000 34,370,000 Current portion of long-term debt 250,000 280,000 Total current liabilities 63,700,000 56,240,000 Deferred income taxes and other 31,050,000 29,700,000 Long-term debt 238,400,000 238,600,000 Total liabilities 333,150,000 324,540,000 Shareholders' equity: Common stock, $.01 par value, authorized 100 million shares, outstanding 36.6 million shares 370,000 370,000 Paid-in capital 155,120,000 155,210,000 Retained earnings 148,280,000 136,310,000 Cumulative translation adjustments (2,410,000) (1,290,000) Total shareholders' equity 301,360,000 290,600,000 Total liabilities and shareholders' equity $634,510,000 $615,140,000 The accompanying notes are an integral part of the consolidated financial statements. 1 TRIMAS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1995 1994 Net sales $147,600,000 $134,460,000 Cost of sales (100,000,000) (93,200,000) Selling, general and administrative expenses (23,130,000) (20,860,000) Operating profit 24,470,000 20,400,000 Interest expense (3,740,000) (2,840,000) Other income (expense), net 1,480,000 630,000 (2,260,000) (2,210,000) Income before income taxes 22,210,000 18,190,000 Income taxes 8,770,000 7,360,000 Net income $ 13,440,000 $ 10,830,000 Earnings per common share: Primary $.36 $.29 Fully diluted $.34 $.28 Dividends declared per common share $.04 $.03 Weighted average number of common and common equivalent shares outstanding: Primary 36,996,000 37,040,000 Fully diluted 42,090,000 42,123,000 The accompanying notes are an integral part of the consolidated condensed financial statements. 2 TRIMAS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1995 1994 CASH FROM (USED FOR): OPERATIONS: Net income $13,440,000 $10,830,000 Adjustments to reconcile net income to net cash from operations: Depreciation and amortization 5,410,000 5,300,000 Deferred income taxes 700,000 300,000 (Increase) decrease in receivables (24,520,000) (26,360,000) (Increase) decrease in inventories (1,110,000) (3,150,000) Increase (decrease) in accounts payable and accrued liabilities 7,490,000 7,600,000 Other, net 20,000 (10,000) Net cash from (used for) operations 1,430,000 (5,490,000) INVESTMENTS: Capital expenditures (4,650,000) (6,470,000) Net cash from (used for) investments (4,650,000) (6,470,000) FINANCING: Retirement of long-term debt (230,000) (230,000) Common stock dividends paid (1,470,000) (1,100,000) Net cash from (used for) financing (1,700,000) (1,330,000) CASH AND CASH EQUIVALENTS: Increase (decrease) for the period (4,920,000) (13,290,000) At beginning of period 107,670,000 69,770,000 At end of period $102,750,000 $56,480,000 The accompanying notes are an integral part of the consolidated condensed financial statements. 3 TRIMAS CORPORATION AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements A. Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and such adjustments are of a normal recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1994. Certain amounts in the 1994 financial statements have been reclassified to conform with the current presentation. B. Inventories by component are as follows: March 31, December 31, 1995 1994 Finished goods $43,780,000 $44,860,000 Work in process 11,460,000 10,440,000 Raw material 25,430,000 24,260,000 $80,670,000 $79,560,000 C. Property and equipment reflects accumulated depreciation of $106.4 million and $103.3 million as of March 31, 1995 and December 31, 1994, respectively. 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Consolidated net sales during the first quarter of 1995 equaled $147.6 million, a new first quarter record, and represented a 9.8 percent increase over the first quarter of 1994. Each of the Company's reporting segments recorded record first quarter sales during the 1995 quarter. Net sales of the Towing Systems segment increased 15.5 percent to $48.2 million, compared to $41.7 million in the first quarter of 1994. Demand remains strong from many of the markets served by this segment including the marine aftermarket, the automobile and recreational vehicle aftermarket and both the marine and industrial OEM markets. New product introductions continue to be a key element of this segment's growth. Sales of this segment, which follow seasonal patterns reflecting strong market demand in the second quarter, have also been aided by the trend of new vehicle sales toward light trucks and sport utility vehicles. First quarter 1995 sales for the Specialty Fasteners segment were $39.0 million, a 10.5 percent increase over the same quarter in 1994. Volume with heavy-duty truck-related and other OEM and distribution markets continues to grow as those customers continue to experience strong domestic and international demand for their products. Sales of aerospace fasteners and related products increased primarily as a result of new product development and market share gains. First quarter 1995 sales by the Specialty Container Products segment grew to $42.7 million compared to the prior year's first quarter results of $41.2 million. Sales of specialty container closures and compressed gas cylinders improved as the industrial markets requiring these products 5 continued to strengthen. The Corporate Companies segment first quarter sales of $17.7 million increased 8.8 percent over last year's first quarter sales of $16.3 million. The Company's consolidated gross margin percentage for the first quarter 1995 was 32.2 percent compared to 30.7 percent during last year's first quarter, reflecting the volume sensitive nature of the Company's operations. Maintaining high gross margins is an important operating strategy of the Company as it helps maximize earnings growth as a result of sales increases. The Company's consolidated operating profit for the first quarter 1995 of $24.5 million represented a 20.0 percent increase over operating profit for the first quarter of 1994. Each of the Company's reporting segments experienced an increase in operating profit over the first quarter of last year. Consolidated operating profit for the first quarter 1995 equaled 16.6 percent of net sales compared to 15.2 percent of net sales for the comparable period in 1994. The improvement in profit was primarily the result of the previously mentioned increased sales volumes, as well as successful cost reduction programs. Interest expense increased in the 1995 first quarter because of higher prevailing interest rates. Higher interest rates and increased average cash balances resulted in more interest income, the major component of other income, in the 1995 period. Net income of $13.4 million resulted in primary earnings per common share of $.36, compared to first quarter 1994 primary earnings per common share of $.29, both based on 37.0 million shares outstanding. Fully diluted earnings per common share were $.34 compared to $.28 in the first quarter of 1994, both based on 42.1 million shares outstanding. 6 Liquidity, Working Capital and Cash Flows The Company's financial strategies include maintaining a relatively high level of liquidity. Historically, TriMas Corporation on an annual basis has generated sufficient cash flows from operating activities to fund capital expenditures, debt service and dividends while maintaining its strategic level of liquidity. At March 31, 1995 the current ratio was 4.3 to 1 and working capital equaled $212.2 million, including $102.8 million of cash and cash equivalents. The Company had available credit of $228.0 million under its revolving credit facility at March 31, 1995. Cash and cash equivalents decreased $4.9 million and $13.3 million during the first quarters of 1995 and 1994, respectively. The Company's operating activities provided $1.4 million during the first quarter 1995 and used $5.5 million during the same quarter of 1994. Increases in first quarter sales compared to the preceding year's fourth quarter contributed to increases in receivables, primarily in the Towing Systems segment, of $24.5 million in the first quarter 1995 and $26.4 million in the first quarter of 1994. The cash flow resulting from these increased receivables is historically realized later in the year. A corresponding increase in accounts payable and accrued liabilities provided $7.5 million and $7.6 million, respectively, in the 1995 and 1994 first quarters. Capital expenditures equaled $4.7 million in the first quarter of 1995 and $6.5 million in the first quarter of 1994. Common stock dividends paid totaled $1.5 million for the first quarter of 1995 compared to $1.1 million for the first quarter of 1994. The Company believes its cash flows from operations, along with its borrowing capacity and access to financial markets, are adequate to fund its strategies for future growth, including working capital, expenditures for manufacturing expansion and efficiencies, market share initiatives, and corporate development activities. 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 11 Computation of Earnings Per Common Share 12 Computation of Ratios of Earnings to Fixed Charges 27 Financial Data Schedule (b) Reports on Form 8-K: None were filed during the quarter ended March 31, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRIMAS CORPORATION Date: May 5, 1995 By: /s/William E. Meyers William E. Meyers Vice President - Controller (Chief accounting officer and authorized signatory) 8 Exhibit Index Exhibit Number Description of Document 11 Computation of Earnings Per Common Share. 12 Computation of Ratios of Earnings to Fixed Charges. 27 Financial Data Schedule EX-11 2 TRIMAS 1ST QUARTER 10-Q EXHIBIT 11 Exhibit 11 TRIMAS CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON SHARE (In Thousands, Except Per Share Amounts) Three Months Ended March 31, 1995 1994 Primary: Net income $13,440 $10,830 Weighted average common shares outstanding 36,644 36,644 Dilution of stock options 352 396 Weighted average common and common equivalent shares outstanding after assumed exercise of options 36,996 37,040 Primary earnings per common share $.36 $.29 Fully diluted: Net income $13,440 $10,830 Add after tax convertible debenture related expenses 920 920 Net income as adjusted $14,360 $11,750 Weighted average common shares outstanding 36,644 36,644 Dilution of stock options 363 396 Addition from assumed conversion of convertible debentures 5,083 5,083 Weighted average common and common equivalent shares outstanding on a fully diluted basis 42,090 42,123 Fully diluted earnings per common share $.34 $.28 EX-12 3 TRIMAS 1ST QUARTER 10-Q EXHIBIT 12 Exhibit 12 TRIMAS CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands) Three Months Ended March 31, 1995 1994 Earnings: Income before income taxes $22,210 $18,190 Fixed charges 3,990 3,090 Earnings before fixed charges $26,200 $21,280 Fixed Charges: Interest $3,790 $2,900 Portion of rental expense 220 220 Fixed charges $4,010 $3,120 Ratios of earnings to fixed charges 6.5 6.8 EX-27 4 TRIMAS 1ST QUARTER 10-Q FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TRIMAS CORPORATION'S 1ST QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1995 MAR-31-1995 102,750,000 0 91,040,000 1,860,000 80,670,000 275,900,000 274,840,000 106,430,000 634,510,000 63,700,000 238,400,000 370,000 0 0 300,990,000 634,510,000 147,600,000 147,600,000 100,000,000 100,000,000 0 0 3,740,000 22,210,000 8,770,000 13,440,000 0 0 0 13,440,000 .36 .34
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