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Acquisitions (Tables)
6 Months Ended
Jun. 30, 2012
Business Combinations [Abstract]  
Redeemable Noncontrolling Interest
Changes in the carrying amount of redeemable noncontrolling interest are summarized as follows:
 
 
Six months ended
June 30, 2012
 
 
(dollars in thousands)
Beginning balance, February 24, 2012
 
$
25,630

Distributions to noncontrolling interests
 
(410
)
Net income attributable to noncontrolling interests
 
270

Ending balance, June 30, 2012
 
$
25,490

Schedule of Purchase Price Allocation
The following table summarizes the fair value of consideration paid for Arminak, and the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date of the noncontrolling interest in Arminak:
 
 
February 24, 2012
 
 
(dollars in thousands)
Consideration
 
 
Cash paid plus initial estimate of working capital adjustment
 
$
58,860

Contingent consideration (a)
 
8,490

Total consideration
 
$
67,350

Recognized amounts of identifiable assets acquired and liabilities assumed (b)
 
 
Receivables
 
$
8,990

Inventories
 
4,390

Intangible assets other than goodwill (c)
 
48,400

Other assets
 
2,450

Accounts payable and accrued liabilities
 
(4,240
)
Long-term liabilities
 
(1,610
)
Total identifiable net assets
 
58,380

Redeemable noncontrolling interest
 
(25,630
)
Goodwill (d)
 
34,600

 
 
$
67,350

__________________________
(a) The contingent consideration represented the Company's best estimate, based on its review, at the time of purchase, of the underlying potential obligations estimated at a range of $8 million to $9 million, of certain Seller tax-related liabilities for which the Company has indemnified the Sellers as part of the purchase agreement. During the second quarter of 2012, the Company paid $2.6 million of additional purchase price related to the contingent consideration. The remaining liability range of $5.4 million to $6.4 million continues represents the Company's best estimate of the remaining potential obligation at June 30, 2012.
(b) These amounts represent a preliminary allocation of the purchase price subject to finalization of post-closing procedures, which may result in further adjustments to the values presented above.
(c) Consists of $33.0 million of customer relationships with an estimated 10 year useful life, $7.9 million of trademarks/trade names with an indefinite useful life and $7.5 million of technology and other intangible assets with an estimated 8 year useful life.
(d) All of the preliminary goodwill was assigned to the Company's Packaging reportable segment and is expected to be deductible for tax purposes.
Business Combination, Results Of Operations Of Acquiree Since Acquisition
The results of operations of Arminak are included in the Company's results beginning February 24, 2012. The actual amounts of net sales and net income of Arminak included in the accompanying consolidated statement of operations are summarized as follows:
 
 
Three months ended
June 30, 2012
 
Six months ended
June 30, 2012
 
 
(dollars in thousands)
Net sales
 
$
16,000

 
$
21,360

Net income
 
$
1,680

 
$
900

Business Acquisition, Pro Forma Information
The following table summarizes the supplemental pro forma results of the combined entity as if the acquisition had occurred on January 1, 2011. The supplemental pro forma information presented below is for informational purposes and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated on January 1, 2011:
 
 
Pro forma Combined (a)
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2012
 
2011
 
2012
 
2011
 
 
(dollars in thousands)
Net sales
 
$
338,430

 
$
302,490

 
$
644,030

 
$
572,230

Net income attributable to TriMas Corporation
 
$
16,660

 
$
17,290

 
$
31,120

 
$
26,040

___________________________
(a) The supplemental pro forma results reflect certain adjustments, such as adjustments for acquisition costs incurred and purchase accounting adjustments related to step-up in value and subsequent amortization of inventory and intangible assets.