Supplemental Guarantor Condensed Consolidating Financial Information

6 Months Ended

Jun. 30, 2012

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Guarantor Condensed Consolidating Financial Information

Supplemental Guarantor Condensed Consolidating Financial Information

Under an indenture dated December 29, 2009, TriMas Corporation, the parent company ("Parent"), issued 9¾% senior secured notes due 2017 ("Senior Notes") in a total principal amount of $250.0 million (face value). The outstanding Senior Notes are fully and unconditionally guaranteed on a joint and several basis by substantially all of the Company's domestic subsidiaries ("Guarantor Subsidiaries”). The Company's non-domestic subsidiaries and TSPC, Inc. have not guaranteed the Senior Notes ("Non-Guarantor Subsidiaries"). The Guarantor Subsidiaries have also guaranteed amounts outstanding under the Company's Credit Agreement.

The accompanying supplemental guarantor condensed, consolidating financial information is presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company's share in the subsidiaries' cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

Supplemental Guarantor

Condensed Financial Statements

Consolidating Balance Sheet

(dollars in thousands)

	June 30, 2012
	Parent		Guarantor		Non- Guarantor		Eliminations			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	—	$	8,980	$	20,300	$	—		$	29,280
Trade receivables, net	—		154,820		31,900		—			186,720
Receivables, intercompany	—		2,170		—		(2,170		)	—
Inventories	—		179,490		34,540		—			214,030
Deferred income taxes	—		17,540		970		—			18,510
Prepaid expenses and other current assets	—		9,140		2,410		—			11,550
Total current assets	—		372,140		90,120		(2,170		)	460,090
Investments in subsidiaries	484,290		144,610		—		(628,900		)	—
Property and equipment, net	—		112,450		60,760		—			173,210
Goodwill	—		203,900		45,770		—			249,670
Intangibles and other assets	4,700		208,870		6,130		(1,100		)	218,600
Total assets	$	488,990	$	1,041,970	$	202,780	$	(632,170	)	$	1,101,570
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities, long-term debt	$	—	$	2,320	$	6,040	$	—		$	8,360
Accounts payable, trade	—		138,150		31,520		—			169,670
Accounts payable, intercompany	—		—		2,170		(2,170		)	—
Accrued liabilities	850		56,580		10,240		—			67,670
Total current liabilities	850		197,050		49,970		(2,170		)	245,700
Long-term debt	196,920		215,540		—		—			412,460
Deferred income taxes	—		60,530		5,220		(1,100		)	64,650
Other long-term liabilities	—		59,070		2,980		—			62,050
Total liabilities	197,770		532,190		58,170		(3,270		)	784,860
Redeemable noncontrolling interest	—		25,490		—		—			25,490
Total shareholders' equity	291,220		484,290		144,610		(628,900		)	291,220
Total liabilities and shareholders' equity	$	488,990	$	1,041,970	$	202,780	$	(632,170	)	$	1,101,570

Supplemental Guarantor

Condensed Financial Statements

Consolidating Balance Sheet

(dollars in thousands)

	December 31, 2011
	Parent		Guarantor		Non- Guarantor		Eliminations			Consolidated Total
Assets
Current assets:
Cash and cash equivalents	$	—	$	33,820	$	55,100	$	—		$	88,920
Trade receivables, net	—		105,030		30,580		—			135,610
Receivables, intercompany	—		2,290		—		(2,290		)	—
Inventories	—		147,010		31,020		—			178,030
Deferred income taxes	—		17,280		1,230		—			18,510
Prepaid expenses and other current assets	—		8,950		1,670		—			10,620
Total current assets	—		314,380		119,600		(2,290		)	431,690
Investments in subsidiaries	412,840		169,360		—		(582,200		)	—
Property and equipment, net	—		103,880		55,330		—			159,210
Goodwill	—		169,290		46,070		—			215,360
Intangibles and other assets	7,920		169,020		6,350		(3,010		)	180,280
Total assets	$	420,760	$	925,930	$	227,350	$	(587,500	)	$	986,540
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities, long-term debt	$	—	$	7,290	$	—	$	—		$	7,290
Accounts payable, trade	—		115,150		31,780		—			146,930
Accounts payable, intercompany	—		—		2,290		(2,290		)	—
Accrued liabilities	1,080		58,660		10,400		—			70,140
Total current liabilities	1,080		181,100		44,470		(2,290		)	224,360
Long-term debt	245,890		216,720		—		—			462,610
Deferred income taxes	—		61,580		6,210		(3,010		)	64,780
Other long-term liabilities	—		53,690		7,310		—			61,000
Total liabilities	246,970		513,090		57,990		(5,300		)	812,750
Total shareholders' equity	173,790		412,840		169,360		(582,200		)	173,790
Total liabilities and shareholders' equity	$	420,760	$	925,930	$	227,350	$	(587,500	)	$	986,540

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Operations

(dollars in thousands)

	Three Months Ended June 30, 2012
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated Total
Net sales	$	—		$	288,070		$	66,450		$	(16,090	)	$	338,430
Cost of sales	—			(207,690		)	(50,940		)	16,090			(242,540		)
Gross profit	—			80,380			15,510			—			95,890
Selling, general and administrative expenses	—			(44,910		)	(7,800		)	—			(52,710		)
Gain on dispositions of property and equipment	—			10			10			—			20
Operating profit	—			35,480			7,720			—			43,200
Other expense, net:
Interest expense	(6,200		)	(3,660		)	(440		)	—			(10,300		)
Debt extinguishment costs	(6,560		)	—			—			—			(6,560		)
Other, net	—			(590		)	(320		)	—			(910		)
Income (loss) from continuing operations before income tax (expense) benefit and equity in net income of subsidiaries	(12,760		)	31,230			6,960			—			25,430
Income tax (expense) benefit	4,480			(11,150		)	(1,590		)	—			(8,260		)
Equity in net income of subsidiaries	25,450			5,370			—			(30,820		)	—
Net income	17,170			25,450			5,370			(30,820		)	17,170
Less: Net income attributable to noncontrolling interests	—			510			—			—			510
Net income attributable to TriMas Corporation	$	17,170		$	24,940		$	5,370		$	(30,820	)	$	16,660

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Operations

(dollars in thousands)

	Three Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated Total
Net sales	$	—		$	240,790		$	59,410		$	(12,110	)	$	288,090
Cost of sales	—			(168,380		)	(43,530		)	12,110			(199,800		)
Gross profit	—			72,410			15,880			—			88,290
Selling, general and administrative expenses	—			(39,790		)	(7,680		)	—			(47,470		)
Gain (loss) on dispositions of property and equipment	—			(60		)	20			—			(40		)
Operating profit	—			32,560			8,220			—			40,780
Other income (expense), net:
Interest expense	(6,410		)	(4,600		)	(610		)	—			(11,620		)
Debt extinguishment costs	—			(3,970		)	—			—			(3,970		)
Other, net	—			(1,840		)	1,290			—			(550		)
Income (loss) from continuing operations before income tax (expense) benefit and equity in net income of subsidiaries	(6,410		)	22,150			8,900			—			24,640
Income tax (expense) benefit	2,240			(8,840		)	(2,030		)	—			(8,630		)
Equity in net income of subsidiaries	21,260			6,870			—			(28,130		)	—
Income from continuing operations	17,090			20,180			6,870			(28,130		)	16,010
Income from discontinued operations, net of income taxes	—			1,080			—			—			1,080
Net income	$	17,090		$	21,260		$	6,870		$	(28,130	)	$	17,090

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Operations

(dollars in thousands)

	Six Months Ended June 30, 2012
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated Total
Net sales	$	—		$	537,430		$	127,650		$	(29,080	)	$	636,000
Cost of sales	—			(391,580		)	(98,700		)	29,080			(461,200		)
Gross profit	—			145,850			28,950			—			174,800
Selling, general and administrative expenses	—			(87,130		)	(16,050		)	—			(103,180		)
Gain on dispositions of property and equipment	—			320			—			—			320
Operating profit	—			59,040			12,900			—			71,940
Other income (expense), net:
Interest expense	(12,610		)	(7,510		)	(850		)	—			(20,970		)
Debt extinguishment costs	(6,560		)	—			—			—			(6,560		)
Other, net	—			(3,630		)	1,080			—			(2,550		)
Income (loss) from continuing operations before income tax (expense) benefit and equity in net income of subsidiaries	(19,170		)	47,900			13,130			—			41,860
Income tax (expense) benefit	6,710			(16,100		)	(3,050		)	—			(12,440		)
Equity in net income of subsidiaries	41,880			10,080			—			(51,960		)	—
Net income	29,420			41,880			10,080			(51,960		)	29,420
Less: Net income attributable to noncontrolling interests	—			270			—			—			270
Net income attributable to TriMas Corporation	$	29,420		$	41,610		$	10,080		$	(51,960	)	$	29,150

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Operations

(dollars in thousands)

	Six Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor			Eliminations			Consolidated Total
Net sales	$	—		$	457,740		$	111,090		$	(22,180	)	$	546,650
Cost of sales	—			(326,280		)	(82,440		)	22,180			(386,540		)
Gross profit	—			131,460			28,650			—			160,110
Selling, general and administrative expenses	—			(75,810		)	(15,200		)	—			(91,010		)
Gain on dispositions of property and equipment	—			10			20			—			30
Operating profit	—			55,660			13,470			—			69,130
Other income (expense), net:
Interest expense	(12,830		)	(9,660		)	(1,150		)	—			(23,640		)
Debt extinguishment costs	—			(3,970		)	—			—			(3,970		)
Other, net	—			(4,410		)	2,700			—			(1,710		)
Income (loss) from continuing operations before income tax (expense) benefit and equity in net income of subsidiaries	(12,830		)	37,620			15,020			—			39,810
Income tax (expense) benefit	4,490			(12,480		)	(5,120		)	—			(13,110		)
Equity in net income of subsidiaries	37,180			9,900			—			(47,080		)	—
Income from continuing operations	28,840			35,040			9,900			(47,080		)	26,700
Income from discontinued operations, net of income taxes	—			2,140			—			—			2,140
Net income	$	28,840		$	37,180		$	9,900		$	(47,080	)	$	28,840

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Comprehensive Income

(dollars in thousands)

	Three Months Ended June 30, 2012
	Parent		Guarantor			Non-Guarantor			Eliminations			Consolidated Total
Net income	$	17,170	$	25,450		$	5,370		$	(30,820	)	$	17,170
Other comprehensive income:
Amortization of defined benefit plan deferred losses, net of tax	—		60			30			—			90
Foreign currency translation	—		—			(4,870		)	—			(4,870		)
Net changes in unrealized loss on derivative instruments, net of tax	—		(450		)	(60		)	—			(510		)
Total other comprehensive loss	—		(390		)	(4,900		)	—			(5,290		)
Total comprehensive income	17,170		25,060			470			(30,820		)	11,880
Less: Net income attributable to noncontrolling interests	—		510			—			—			510
Total comprehensive income attributable to TriMas Corporation	$	17,170	$	24,550		$	470		$	(30,820	)	$	11,370

	Three Months Ended June 30, 2011
	Parent		Guarantor		Non-Guarantor		Eliminations			Consolidated Total
Net income	$	17,090	$	21,260	$	6,870	$	(28,130	)	$	17,090
Other comprehensive income:
Amortization of defined benefit plan deferred losses, net of tax	—		30		30		—			60
Foreign currency translation	—		—		2,510		—			2,510
Net changes in unrealized loss on derivative instruments, net of tax	—		80		—		—			80
Total other comprehensive income	—		110		2,540		—			2,650
Total comprehensive income	$	17,090	$	21,370	$	9,410	$	(28,130	)	$	19,740

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Comprehensive Income

(dollars in thousands)

	Six Months Ended June 30, 2012
	Parent		Guarantor			Non-Guarantor			Eliminations			Consolidated Total
Net income	$	29,420	$	41,880		$	10,080		$	(51,960	)	$	29,420
Other comprehensive income
Amortization of defined benefit plan deferred losses, net of tax	—		120			90			—			210
Foreign currency translation	—		—			(360		)	—			(360		)
Net changes in unrealized loss on derivative instruments, net of tax	—		(860		)	(60		)	—			(920		)
Total other comprehensive loss	—		(740		)	(330		)	—			(1,070		)
Total comprehensive income	29,420		41,140			9,750			(51,960		)	28,350
Less: Net income attributable to noncontrolling interests	—		270			—			—			270
Total comprehensive income attributable to TriMas Corporation	$	29,420	$	40,870		$	9,750		$	(51,960	)	$	28,080

	Six Months Ended June 30, 2011
	Parent		Guarantor		Non-Guarantor		Eliminations			Consolidated Total
Net income	$	28,840	$	37,180	$	9,900	$	(47,080	)	$	28,840
Other comprehensive income
Amortization of defined benefit plan deferred losses, net of tax	—		60		50		—			110
Foreign currency translation	—		—		7,350		—			7,350
Net changes in unrealized loss on derivative instruments, net of tax	—		230		—		—			230
Total other comprehensive income	—		290		7,400		—			7,690
Total comprehensive income	$	28,840	$	37,470	$	17,300	$	(47,080	)	$	36,530

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Cash Flows

(dollars in thousands)

	Six Months Ended June 30, 2012
	Parent			Guarantor			Non-Guarantor			Eliminations		Consolidated Total
Cash Flows from Operating Activities:
Net cash provided by (used for) operating activities	$	(41,000	)	$	23,810		$	12,310		$	—	(4,880		)
Cash Flows from Investing Activities:
Capital expenditures	—			(17,340		)	(9,300		)	—		(26,640		)
Acquisition of businesses, net of cash acquired	—			(61,820		)	—			—		(61,820		)
Net proceeds from disposition of assets	—			2,770			—			—		2,770
Net cash used for investing activities	—			(76,390		)	(9,300		)	—		(85,690		)
Cash Flows from Financing Activities:
Proceeds from sale of common stock in connection with the Company's equity offering, net of issuance costs	79,040			—			—			—		79,040
Proceeds from borrowings on term loan facilities	—			—			69,530			—		69,530
Repayments of borrowings on term loan facilities	—			(6,160		)	(62,990		)	—		(69,150		)
Proceeds from borrowings on revolving credit facilities and accounts receivable facility	—			412,900			—			—		412,900
Repayments of borrowings on revolving credit facilities and accounts receivable facility	—			(412,900		)	—			—		(412,900		)
Retirement of 9¾% senior secured notes	(50,000		)	—			—			—		(50,000		)
Senior secured notes redemption premium	(4,880		)	—			—			—		(4,880		)
Distributions to noncontrolling interests	—			(410		)	—			—		(410		)
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations	(990		)	—			—			—		(990		)
Proceeds from exercise of stock options	5,660			—			—			—		5,660
Excess tax benefits from stock based compensation	—			2,130			—			—		2,130
Intercompany transfers (to) from subsidiaries	12,170			32,180			(44,350		)	—		—
Net cash provided by (used for) financing activities	41,000			27,740			(37,810		)	—		30,930
Cash and Cash Equivalents:
Decrease for the period	—			(24,840		)	(34,800		)	—		(59,640		)
At beginning of period	—			33,820			55,100			—		88,920
At end of period	$	—		$	8,980		$	20,300		$	—	$	29,280

Supplemental Guarantor

Condensed Financial Statements

Consolidating Statement of Cash Flows

(dollars in thousands)

	Six Months Ended June 30, 2011
	Parent			Guarantor			Non-Guarantor			Eliminations		Consolidated Total
Cash Flows from Operating Activities:
Net cash provided by (used for) operating activities	$	(12,190	)	$	(840	)	$	8,370		$	—	(4,660		)
Cash Flows from Investing Activities:
Capital expenditures	—			(9,490		)	(4,530		)	—		(14,020		)
Net proceeds from disposition of assets	—			1,640			20			—		1,660
Net cash used for investing activities	—			(7,850		)	(4,510		)	—		(12,360		)
Cash Flows from Financing Activities:
Proceeds from borrowings on term loan facilities	—			225,000			1,520			—		226,520
Repayments of borrowings on term loan facilities	—			(248,950		)	—			—		(248,950		)
Proceeds from borrowings on revolving credit facilities and accounts receivable facility	—			303,520			—			—		303,520
Repayments of borrowings on revolving credit facilities and accounts receivable facility	—			(297,600		)	—			—		(297,600		)
Debt financing fees	—			(6,570		)	—			—		(6,570		)
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations	(830		)	—			—			—		(830		)
Proceeds from exercise of stock options	830			—			—			—		830
Excess tax benefits from stock based compensation	—			3,800			—			—		3,800
Intercompany transfers (to) from subsidiaries	12,190			14,630			(26,820		)	—		—
Net cash provided by (used for) financing activities	12,190			(6,170		)	(25,300		)	—		(19,280		)
Cash and Cash Equivalents:
Decrease for the period	—			(14,860		)	(21,440		)	—		(36,300		)
At beginning of period	—			15,070			31,300			—		46,370
At end of period	$	—		$	210		$	9,860		$	—	$	10,070