Acquisitions

Arminak & Associates

On February 24, 2012, the Company acquired 70% of the membership interests of Arminak & Associates, LLC ("Arminak") for the purchase price of approximately $67.7 million. Arminak is in the business of designing, manufacturing and supplying foamers, lotion pumps, fine mist sprayers and other packaging solutions for the cosmetic, personal care and household product markets. The acquisition of Arminak enhances the Company's highly-engineered product offering and provides access to large global customers in the cosmetic and personal care markets. Arminak is included in the Company's Packaging reportable segment.

The purchase agreement provides the Company an option to purchase, and the Sellers an option to sell, the remaining 30% noncontrolling interest at specified dates in the future based on a multiple of future earnings, as defined. The put and call options become exercisable during the first quarters of 2014, 2015 and 2016. During the first exercise period, in 2014, TriMas and Arminak's previous owners ("Sellers") have the opportunity to put or call a 10% interest in Arminak. During the second exercise period, in 2015, TriMas and the Sellers have the opportunity to put or call an additional 10%, or up to all remaining interests held by Sellers per joint agreement, as defined in the purchase agreement. Finally, during the third exercise period, in 2016, a call or put may be exercised for all or any portions of the remaining interests held by the Sellers.

The combination of a noncontrolling interest and a redemption feature resulted in a redeemable noncontrolling interest, which is classified outside of permanent equity on the accompanying consolidated balance sheet. In order to estimate the fair value of the redeemable noncontrolling interest in Arminak, the Company utilized the Monte Carlo valuation method, using variations of estimated future discounted cash flows given certain significant assumptions including expected revenue growth, minimum and maximum estimated levels of gross profit margin, future expected cash flows, amounts transferred during each put and call exercise period and appropriate discount rates. As these assumptions are not observable in the market, the calculation represents a Level 3 fair value measurement. The Company recorded the redeemable noncontrolling interest at fair value at the date of acquisition.

Each reporting period, the Company adjusts the carrying amount of the noncontrolling interest to the greater of (1) the initial carrying amount, increased or decreased for the noncontrolling interest's share of Arminak's net income or loss and its share of comprehensive income or loss and dividends and (2) the redemption value as determined by the specified multiple of earnings, as defined. This method views the end of the reporting period as if it were also the redemption date for the redeemable noncontrolling interest. If the fair value of the redeemable noncontrolling interest is less than the redemption value, there may be a charge to earnings per share attributable to TriMas Corporation. At September 30, 2012, the estimated fair value of the redeemable noncontrolling interest exceeded the redemption value.

Changes in the carrying amount of redeemable noncontrolling interest are summarized as follows:



	Nine months ended September 30, 2012
	(dollars in thousands)
Beginning balance, February 24, 2012	$	25,630
Distributions to noncontrolling interests	(820		)
Net income attributable to noncontrolling interests	1,560
Ending balance, September 30, 2012	$	26,370

The following table summarizes the fair value of consideration paid for Arminak, and the assets acquired and liabilities assumed, as well as the fair value of the noncontrolling interest in Arminak at the acquisition date. During the third quarter of 2012, the Company finalized the net working capital adjustment, which increased the total consideration by approximately $0.3 million, and made certain other insignificant measurement period adjustments to provisional amounts recognized at the acquisition date.



	(dollars in thousands)
Consideration
Initial cash paid net of working capital adjustment	$	59,200
Contingent consideration ^(a)	8,490
Total consideration	$	67,690
Recognized amounts of identifiable assets acquired and liabilities assumed
Receivables	$	8,760
Inventories	4,200
Intangible assets other than goodwill ^(b)	48,400
Other assets	2,450
Accounts payable and accrued liabilities	(4,270		)
Long-term liabilities	(1,610		)
Total identifiable net assets	57,930
Redeemable noncontrolling interests	(25,630		)
Goodwill ^(c)	35,390
	$	67,690

__________________________

^(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 and third quarters of 2012, the Company paid $3.7 million of additional purchase price related to the contingent consideration. The remaining liability range of $4.3 million to $5.3 million continues to represent the Company's best estimate of the remaining potential obligation at September 30, 2012.

^(b)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.

^(c)All of the goodwill was assigned to the Company's Packaging reportable segment and is expected to be deductible for tax purposes.

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 September 30, 2012		Nine months ended September 30, 2012
	(dollars in thousands)
Net sales	$	23,640	$	45,000
Net income	$	4,310	$	5,210

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 September 30,				Nine months ended September 30,
	2012		2011		2012		2011
	(dollars in thousands)
Net sales	$	335,870	$	295,080	$	979,900	$	867,310
Net income attributable to TriMas Corporation	$	18,670	$	19,390	$	49,790	$	45,420

___________________________

^(a)The supplemental pro forma results from continuing operations 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.

Total acquisition costs incurred by the Company in connection with its purchase of Arminak, primarily related to third-party legal, accounting and tax diligence fees, were approximately $1.3 million, of which approximately $0.3 million were incurred during the fourth quarter of 2011 and $1.0 million were incurred during the first quarter of 2012. These costs are recorded in selling, general and administrative expenses in the accompanying consolidated statement of operations.

Other Acquisitions

During the third quarter of 2012, the Company completed acquisitions for approximately $22 million in cash, in aggregate, with an additional estimated $12 million of deferred purchase price and contingent consideration, based primarily on post-acquisition operating results, payable over the next five years. Within its Energy reportable segment, the Company acquired CIFAL Industrial e Comercial Ltda ("CIFAL"), a Brazilian manufacturer and supplier of specialty fasteners and stud bolts, primarily to the oil and gas industry. CIFAL generated approximately $9 million in revenue for the twelve months ended June 30, 2012. Within its Cequent Americas reportable segment, the Company acquired Engetran Engenharia, Industria, e Comericio de Pecas e Accesorios Veiculares Ltda ("Engetran"), a Brazilian manufacturer of trailering and towing products including trailer hitches, skid plates and related accessories. Engetran generated approximately $6 million in revenue for the twelve months ended June 30, 2012. Lastly, within its Cequent Asia Pacific reportable segment, the Company acquired Trail Com Limited ("Trail Com"). Trail Com, with locations in New Zealand and Australia, is a distributor of towing accessories and trailer components. Trail Com generated approximately $12 million in revenue for the twelve months ended June 30, 2012.

During the third quarter of 2011, the Company completed acquisitions for an aggregate amount of approximately $29.1 million. Within its Packaging reportable segment, the Company acquired the stock of Innovative Molding ("Innovative"), a manufacturer of specialty plastic closures for bottles and jars for the food and nutrition industries located in California, for the purchase price of $27.0 million. Within its Energy reportable segment, the Company purchased substantially all of the assets of a standard ring type joint gasket manufacturer located in Faridabad, India for the purchase price of approximately $2.1 million.

The results of operations of these other acquisitions are not significant compared to the overall results of operations of the Company.