UNITED STATES | OMB APPROVAL | |
SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0060 Expires: March 31, 2014 Estimated average burden hours per response. . . 5.0 | |
Washington, D.C. 20549 | ||
FORM 8-K |
Delaware | 001-10716 | 38-2687639 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan | 48304 | |
(Address of principal executive offices) | (Zip Code) |
Exhibit No. | Description | |||
99.1 | Press Release | |||
99.2 | The Corporation's visual presentation titled "First Quarter 2012 Earnings Presentation" |
TRIMAS CORPORATION | ||||||
Date: | April 26, 2012 | By: | /s/ David M. Wathen | |||
Name: | David M. Wathen | |||||
Title: | Chief Executive Officer |
CONTACT: | |||
Sherry Lauderback | |||
VP, Investor Relations & Communications | |||
(248) 631-5506 | |||
sherrylauderback@trimascorp.com |
• | Reported record first quarter 2012 net sales of $297.6 million, an increase of 15.1% as compared to first quarter 2011, due to the successful execution of numerous growth initiatives and the positive results from bolt-on acquisitions. |
• | Broadened the Packaging product portfolio to include additional specialty foamers, pumps, sprayers and other packaging solutions via the acquisition of 70% of Arminak & Associates. |
• | Won more than $10 million in new specialty dispensing systems product awards with Packaging customers, as a result of providing innovative customer solutions on a global scale. |
• | Increased market share of specialty bolts and engineered products due to additional capabilities as a result of the South Texas Bolt & Fitting acquisition in 2010 and enhanced competencies of Energy's global branch network. |
• | Increased sales and backlog in aerospace business, and achieved significant productivity gains due to the implementation of additional process automation. |
• | Continued to invest in flexible manufacturing footprint to reduce costs long-term, increase productivity, enhance customer service and drive future growth. |
• | TriMas reported record first quarter net sales of $297.6 million, an increase of 15.1% as compared to $258.6 million in first quarter 2011. During first quarter, net sales increased in the Packaging, Energy, Engineered Components and Cequent Asia Pacific segments, primarily as a result of additional sales from bolt-on acquisitions, market share gains, new product introductions, geographic expansion and general economic improvement as compared to first quarter 2011. |
• | The Company reported operating profit of $28.7 million in first quarter 2012. Excluding Special Items(1), first quarter 2012 operating profit would have been $30.4 million, as compared to $28.4 million during first quarter 2011, primarily as a result of higher sales levels. First quarter 2012 operating profit margin was unfavorably impacted by a sales mix shift, as reportable segments with lower margins, Energy and Engineered Components, comprised a greater percentage of sales in first quarter 2012, as well as purchase accounting adjustments for the first quarter 2012 Arminak acquisition and increased selling, general and administrative expenses related to acquisitions and in support of growth initiatives.The Company continued to generate significant savings from productivity and lean initiatives that funded investment in growth initiatives and offset economic cost increases. |
• | Excluding noncontrolling interests related to Arminak, first quarter 2012 income from continuing operations was $12.5 million(1), or $0.36 per diluted share, compared to income from continuing operations of $10.7 million, or $0.31 per diluted share, during first quarter 2011. Excluding Special Items(1), first quarter 2012 income from continuing operations would have been $13.6 million, or $0.39 per diluted share, a 25.8% improvement from first quarter 2011. |
• | The Company reported a Free Cash Flow use (defined as Cash Flow from Operating Activities less Capital Expenditures) of $50.8 million for first quarter 2012, compared to a use of $33.8 million in first quarter 2011. The Company expects to generate between $40 million and $50 million in Free Cash Flow for 2012. |
(1) | Appendix I provides income and diluted earnings per share from continuing operations attributable to TriMas Corporation. The Company acquired 70% of Arminak & Associates on February 24, 2012. Appendix I also details certain costs, expenses and other charges, collectively described as “Special Items,” that are included in the determination of net income (loss) under GAAP, but that management considers important in evaluating the Company's performance, including the quality of the Company's operating results. |
(2) | Business Segment Results include Operating Profit that excludes the impact of Special Items. For a complete schedule of Special Items by segment, see Appendix “Company and Business Segment Financial Information - Continuing Operations.” |
March 31, 2012 | December 31, 2011 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 14,960 | $ | 88,920 | ||||
Receivables, net | 179,820 | 135,610 | ||||||
Inventories | 198,500 | 178,030 | ||||||
Deferred income taxes | 18,510 | 18,510 | ||||||
Prepaid expenses and other current assets | 13,390 | 10,620 | ||||||
Total current assets | 425,180 | 431,690 | ||||||
Property and equipment, net | 165,900 | 159,210 | ||||||
Goodwill | 251,330 | 215,360 | ||||||
Other intangibles, net | 201,540 | 155,670 | ||||||
Other assets | 23,310 | 24,610 | ||||||
Total assets | $ | 1,067,260 | $ | 986,540 | ||||
Liabilities and Shareholders' Equity | ||||||||
Current liabilities: | ||||||||
Current maturities, long-term debt | $ | 12,980 | $ | 7,290 | ||||
Accounts payable | 144,580 | 146,930 | ||||||
Accrued liabilities | 71,910 | 70,140 | ||||||
Total current liabilities | 229,470 | 224,360 | ||||||
Long-term debt | 486,160 | 462,610 | ||||||
Deferred income taxes | 65,370 | 64,780 | ||||||
Other long-term liabilities | 62,690 | 61,000 | ||||||
Total liabilities | 843,690 | 812,750 | ||||||
Redeemable noncontrolling interest | 25,390 | — | ||||||
Total shareholders' equity | 198,180 | 173,790 | ||||||
Total liabilities and shareholders' equity | $ | 1,067,260 | $ | 986,540 |
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
Net sales | $ | 297,570 | $ | 258,560 | ||||
Cost of sales | (218,660 | ) | (186,740 | ) | ||||
Gross profit | 78,910 | 71,820 | ||||||
Selling, general and administrative expenses | (50,470 | ) | (43,540 | ) | ||||
Net gain on dispositions of property and equipment | 300 | 70 | ||||||
Operating profit | 28,740 | 28,350 | ||||||
Other expense, net: | ||||||||
Interest expense | (10,670 | ) | (12,020 | ) | ||||
Other expense, net | (1,640 | ) | (1,160 | ) | ||||
Other expense, net | (12,310 | ) | (13,180 | ) | ||||
Income from continuing operations before income tax expense | 16,430 | 15,170 | ||||||
Income tax expense | (4,180 | ) | (4,480 | ) | ||||
Income from continuing operations | 12,250 | 10,690 | ||||||
Income from discontinued operations, net of income tax expense | — | 1,060 | ||||||
Net income | $ | 12,250 | $ | 11,750 | ||||
Less: Net loss attributable to noncontrolling interests | (240 | ) | — | |||||
Net income attributable to TriMas Corporation | 12,490 | 11,750 | ||||||
Basic earnings per share attributable to TriMas Corporation: | ||||||||
Continuing operations | $ | 0.36 | $ | 0.32 | ||||
Discontinued operations | — | 0.03 | ||||||
Net income per share | $ | 0.36 | $ | 0.35 | ||||
Weighted average common shares—basic | 34,592,267 | 33,913,610 | ||||||
Diluted earnings per share attributable to TriMas Corporation: | ||||||||
Continuing operations | $ | 0.36 | $ | 0.31 | ||||
Discontinued operations | — | 0.03 | ||||||
Net income per share | $ | 0.36 | $ | 0.34 | ||||
Weighted average common shares—diluted | 35,027,899 | 34,599,076 |
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 12,250 | $ | 11,750 | ||||
Adjustments to reconcile net income to net cash used for operating activities, net of acquisition impact: | ||||||||
Gain on dispositions of property and equipment | (300 | ) | (60 | ) | ||||
Depreciation | 6,450 | 6,230 | ||||||
Amortization of intangible assets | 4,200 | 3,500 | ||||||
Amortization of debt issue costs | 910 | 760 | ||||||
Deferred income taxes | 670 | 9,530 | ||||||
Non-cash compensation expense | 1,410 | 860 | ||||||
Excess tax benefits from stock based compensation | (1,770 | ) | (1,510 | ) | ||||
Increase in receivables | (33,260 | ) | (41,710 | ) | ||||
Increase in inventories | (15,040 | ) | (2,760 | ) | ||||
Increase in prepaid expenses and other assets | (1,000 | ) | (3,240 | ) | ||||
Decrease in accounts payable and accrued liabilities | (15,550 | ) | (11,550 | ) | ||||
Other, net | 1,630 | 1,200 | ||||||
Net cash used for operating activities, net of acquisition impact | (39,400 | ) | (27,000 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Capital expenditures | (11,370 | ) | (6,810 | ) | ||||
Acquisition of businesses, net of cash acquired | (59,190 | ) | — | |||||
Net proceeds from disposition of assets | 320 | 500 | ||||||
Net cash used for investing activities | (70,240 | ) | (6,310 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from borrowings on term loan facilities | 36,420 | 1,530 | ||||||
Repayments of borrowings on term loan facilities | (31,010 | ) | (650 | ) | ||||
Proceeds from borrowings on revolving credit facilities and accounts receivable facility | 180,000 | 135,700 | ||||||
Repayments of borrowings on revolving credit facilities and accounts receivable facility | (156,000 | ) | (135,700 | ) | ||||
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | (990 | ) | (720 | ) | ||||
Proceeds from exercise of stock options | 5,490 | 180 | ||||||
Excess tax benefits from stock based compensation | 1,770 | 1,510 | ||||||
Net cash provided by financing activities | 35,680 | 1,850 | ||||||
Cash and Cash Equivalents: | ||||||||
Decrease for the period | (73,960 | ) | (31,460 | ) | ||||
At beginning of period | 88,920 | 46,370 | ||||||
At end of period | $ | 14,960 | $ | 14,910 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | 3,080 | $ | 4,730 | ||||
Cash paid for taxes | $ | 8,050 | $ | 2,600 |
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
Packaging | ||||||||
Net sales | $ | 54,310 | $ | 43,900 | ||||
Operating profit | $ | 9,890 | $ | 11,830 | ||||
Energy | ||||||||
Net sales | $ | 50,590 | $ | 40,950 | ||||
Operating profit | $ | 6,390 | $ | 5,340 | ||||
Aerospace & Defense | ||||||||
Net sales | $ | 17,860 | $ | 18,500 | ||||
Operating profit | $ | 4,860 | $ | 3,720 | ||||
Engineered Components | ||||||||
Net sales | $ | 49,680 | $ | 37,000 | ||||
Operating profit | $ | 7,710 | $ | 4,650 | ||||
Cequent Asia Pacific | ||||||||
Net sales | $ | 28,200 | $ | 19,810 | ||||
Operating profit | $ | 3,040 | $ | 2,530 | ||||
Special Items to consider in evaluating operating profit: | ||||||||
Severance and business restructuring costs | $ | 720 | $ | — | ||||
Excluding Special Items, operating profit would have been | $ | 3,760 | $ | 2,530 | ||||
Cequent North America | ||||||||
Net sales | $ | 96,930 | $ | 98,400 | ||||
Operating profit | $ | 4,160 | $ | 6,680 | ||||
Special Items to consider in evaluating operating profit: | ||||||||
Severance and business restructuring costs | $ | 950 | $ | — | ||||
Excluding Special Items, operating profit would have been | $ | 5,110 | $ | 6,680 | ||||
Corporate Expenses | ||||||||
Operating loss | $ | (7,310 | ) | $ | (6,400 | ) | ||
Total Company | ||||||||
Net sales | $ | 297,570 | $ | 258,560 | ||||
Operating profit | $ | 28,740 | $ | 28,350 | ||||
Total Special Items to consider in evaluating operating profit: | $ | 1,670 | $ | — | ||||
Excluding Special Items, operating profit would have been | $ | 30,410 | $ | 28,350 |
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
Income from continuing operations, as reported | $ | 12,250 | $ | 10,690 | ||||
Less: Net loss attributable to noncontrolling interests | (240 | ) | — | |||||
Income from continuing operations attributable to TriMas Corporation | 12,490 | 10,690 | ||||||
After-tax impact of Special Items to consider in evaluating quality of income from continuing operations: | ||||||||
Severance and business restructuring costs | 1,120 | — | ||||||
Excluding Special Items, income from continuing operations attributable to TriMas Corporation would have been | $ | 13,610 | $ | 10,690 | ||||
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
Diluted earnings per share from continuing operations attributable to TriMas Corporation, as reported | $ | 0.36 | $ | 0.31 | ||||
After-tax impact of Special Items to consider in evaluating quality of EPS from continuing operations: | ||||||||
Severance and business restructuring costs | 0.03 | — | ||||||
Excluding Special Items, EPS from continuing operations would have been | $ | 0.39 | $ | 0.31 | ||||
Weighted-average shares outstanding for the three months ended March 31, 2012 and 2011 | 35,027,899 | 34,599,076 | ||||||
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
Operating profit from continuing operations, as reported | $ | 28,740 | $ | 28,350 | ||||
Special Items to consider in evaluating quality of earnings: | ||||||||
Severance and business restructuring costs | 1,670 | — | ||||||
Excluding Special Items, operating profit from continuing operations would have been | $ | 30,410 | $ | 28,350 |
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