Acquisitions (Tables)

9 Months Ended

Sep. 30, 2012

Business Combinations [Abstract]

Redeemable Noncontrolling Interest

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

Schedule of Purchase Price Allocation

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.

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

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 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.