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 earnings, as defined. The call and put 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 call or put a 10% interest in Arminak. During the second exercise period, in 2015, TriMas and the Sellers have the opportunity to call or put 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 call and put 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. At December 31, 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:



	Year ended December 31, 2012
	(dollars in thousands)
Beginning balance, February 24, 2012	$	25,630
Distributions to noncontrolling interests	(1,260		)
Net income attributable to noncontrolling interests	2,410
Ending balance, December 31, 2012	$	26,780

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.



	February 24, 2012
	(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 interest	(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 2012, the Company paid $4.9 million of additional purchase price related to the contingent consideration. The remaining liability range of $3.1 million to $4.1 million continues to represent the Company's best estimate of the remaining potential obligation at December 31, 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 income are summarized as follows:



	Year ended December 31, 2012
	(dollars in thousands)
Net sales	$	65,860
Net income	$	8,030

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)
	Year ended December 31,
	2012		2011
	(dollars in thousands)
Net sales	$	1,280,940	$	1,144,020
Net income attributable to TriMas Corporation	$	35,850	$	54,540

___________________________

^(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.

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 income.

Other Acquisitions

During 2012, the Company completed other acquisitions for approximately $27 million in cash, in aggregate, with an additional estimated $14 million of deferred purchase price and contingent consideration, based primarily on post-acquisition operating results, payable over the next five years. Of these acquisitions, the most significant included CIFAL Industrial e Comercial Ltda ("CIFAL") within the Energy reportable segment, Engetran Engenharia, Industria, e Comericio de Pecas e Accesorios Veiculares Ltda ("Engetran") within the Cequent Americas reportable segment and Trail Com Limited ("Trail Com") with in the Cequent Asia Pacific reportable segment. CIFAL is a Brazilian manufacturer and supplier of specialty fasteners and stud bolts, primarily to the oil and gas industry and generated approximately $9 million in revenue for the twelve months ended June 30, 2012. Engetran is a Brazilian manufacturer of trailering and towing products including trailer hitches, skid plates and related accessories and generated approximately $6 million in revenue for the twelve months ended June 30, 2012. Lastly, Trail Com, with locations in New Zealand and Australia, is a distributor of towing accessories and trailer components and generated approximately $12 million in revenue for the twelve months ended June 30, 2012. While the Company has recorded preliminary purchase accounting adjustments for these acquisitions, the Company may refine such amounts as it finalizes these estimates during the requisite one-year measurement periods.

During 2011, the Company completed acquisitions for an aggregate amount of approximately $31.7 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. Within its Cequent Asia Pacific reportable segment, the Company acquired the stock of BTM Manufacturing Limited ("BTM"), a motor vehicle accessory manufacturer and distributor in South Africa, for the purchase price of $2.6 million, net of cash acquired.

During 2010, the Company completed acquisitions for an aggregate amount of approximately $29.1 million. The Company's Norris Cylinder subsidiary, included in the Engineered Components reportable segment, completed the acquisition of certain assets and liabilities from Taylor‑Wharton International, LLC (“TWI”) and its subsidiary, TW Cylinders, related to TWI's high and low-pressure cylinder business for $11.1 million. The acquisition was completed following approval by the United States Bankruptcy Court for the District of Delaware pursuant to Section 363 of the U.S. Bankruptcy Code. The fair value of the net assets acquired exceeded the purchase price, resulting in a bargain purchase gain of approximately $0.4 million, which is included in other expense, net in the accompanying consolidated statement of income for the year ended December 31, 2010. The Company's Lamons business, included in the Energy reportable segment, acquired the stock of South Texas Bolt & Fitting, Inc. ("STBF"), a diversified manufacturer and distributor of various types of stud bolts, industrial fasteners and specialty products to the oil field and industrial market, for the purchase price of $18.0 million, net of cash acquired.

The assets acquired, liabilities assumed and results of operations of the aforementioned "other acquisitions" are not significant individually or in aggregate compared to the overall assets, liabilities and results of operations of the Company.