(Mark One) | ||
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the Quarterly Period Ended March 31, 2015 | ||
Or | ||
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the Transition Period from to . |
Delaware (State or other jurisdiction of incorporation or organization) | 38-2687639 (IRS Employer Identification No.) |
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
March 31, 2015 | December 31, 2014 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 23,730 | $ | 24,420 | ||||
Receivables, net of reserves of approximately $5.4 million as of March 31, 2015 and December 31, 2014, respectively | 220,380 | 196,320 | ||||||
Inventories | 301,440 | 294,630 | ||||||
Deferred income taxes | 28,720 | 28,870 | ||||||
Prepaid expenses and other current assets | 17,630 | 14,380 | ||||||
Total current assets | 591,900 | 558,620 | ||||||
Property and equipment, net | 228,170 | 232,650 | ||||||
Goodwill | 461,700 | 466,660 | ||||||
Other intangibles, net | 354,840 | 363,930 | ||||||
Other assets | 37,130 | 39,890 | ||||||
Total assets | $ | 1,673,740 | $ | 1,661,750 | ||||
Liabilities and Shareholders' Equity | ||||||||
Current liabilities: | ||||||||
Current maturities, long-term debt | $ | 23,590 | $ | 23,860 | ||||
Accounts payable | 174,710 | 185,010 | ||||||
Accrued liabilities | 90,730 | 101,050 | ||||||
Total current liabilities | 289,030 | 309,920 | ||||||
Long-term debt | 647,910 | 615,470 | ||||||
Deferred income taxes | 54,250 | 55,290 | ||||||
Other long-term liabilities | 84,030 | 90,440 | ||||||
Total liabilities | 1,075,220 | 1,071,120 | ||||||
Preferred stock, $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None | — | — | ||||||
Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 45,290,149 shares at March 31, 2015 and 45,280,385 shares at December 31, 2014 | 450 | 450 | ||||||
Paid-in capital | 807,400 | 806,810 | ||||||
Accumulated deficit | (212,870 | ) | (226,850 | ) | ||||
Accumulated other comprehensive income | 3,540 | 10,220 | ||||||
Total shareholders' equity | 598,520 | 590,630 | ||||||
Total liabilities and shareholders' equity | $ | 1,673,740 | $ | 1,661,750 |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
Net sales | $ | 366,490 | $ | 365,390 | ||||
Cost of sales | (268,270 | ) | (269,450 | ) | ||||
Gross profit | 98,220 | 95,940 | ||||||
Selling, general and administrative expenses | (70,720 | ) | (63,670 | ) | ||||
Operating profit | 27,500 | 32,270 | ||||||
Other expense, net: | ||||||||
Interest expense | (4,670 | ) | (3,470 | ) | ||||
Other expense, net | (2,570 | ) | (950 | ) | ||||
Other expense, net | (7,240 | ) | (4,420 | ) | ||||
Income from continuing operations before income tax expense | 20,260 | 27,850 | ||||||
Income tax expense | (6,280 | ) | (8,620 | ) | ||||
Income from continuing operations | 13,980 | 19,230 | ||||||
Income from discontinued operations, net of income tax expense | — | 150 | ||||||
Net income | 13,980 | 19,380 | ||||||
Less: Net income attributable to noncontrolling interests | — | 810 | ||||||
Net income attributable to TriMas Corporation | $ | 13,980 | $ | 18,570 | ||||
Basic earnings per share attributable to TriMas Corporation: | ||||||||
Continuing operations | $ | 0.31 | $ | 0.41 | ||||
Discontinued operations | — | — | ||||||
Net income per share | $ | 0.31 | $ | 0.41 | ||||
Weighted average common shares—basic | 44,997,961 | 44,768,594 | ||||||
Diluted earnings per share attributable to TriMas Corporation: | ||||||||
Continuing operations | $ | 0.31 | $ | 0.41 | ||||
Discontinued operations | — | — | ||||||
Net income per share | $ | 0.31 | $ | 0.41 | ||||
Weighted average common shares—diluted | 45,400,843 | 45,186,114 |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
Net income | $ | 13,980 | $ | 19,380 | ||||
Other comprehensive income: | ||||||||
Defined benefit pension and postretirement plans (net of tax of $0.1 million for each of the three months ended March 31, 2015 and 2014) (Note 13) | 250 | 180 | ||||||
Foreign currency translation | (6,540 | ) | 1,880 | |||||
Derivative instruments (net of tax of $0.1 million for each of the three months ended March 31, 2015 and 2014) (Note 8) | (390 | ) | 310 | |||||
Total other comprehensive income (loss) | (6,680 | ) | 2,370 | |||||
Total comprehensive income | 7,300 | 21,750 | ||||||
Less: Net income attributable to noncontrolling interests | — | 810 | ||||||
Total comprehensive income attributable to TriMas Corporation | $ | 7,300 | $ | 20,940 |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 13,980 | $ | 19,380 | ||||
Adjustments to reconcile net income to net cash used for operating activities: | ||||||||
Loss on dispositions of property and equipment | 50 | 70 | ||||||
Depreciation | 7,620 | 8,030 | ||||||
Amortization of intangible assets | 7,220 | 5,480 | ||||||
Amortization of debt issue costs | 510 | 480 | ||||||
Deferred income taxes | (490 | ) | (2,820 | ) | ||||
Non-cash compensation expense | 2,520 | 2,280 | ||||||
Excess tax benefits from stock based compensation | (200 | ) | (760 | ) | ||||
Increase in receivables | (29,080 | ) | (44,960 | ) | ||||
(Increase) decrease in inventories | (10,210 | ) | 1,800 | |||||
(Increase) decrease in prepaid expenses and other assets | (3,480 | ) | 100 | |||||
Decrease in accounts payable and accrued liabilities | (9,560 | ) | (13,910 | ) | ||||
Other, net | (2,150 | ) | 160 | |||||
Net cash used for operating activities | (23,270 | ) | (24,670 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Capital expenditures | (8,010 | ) | (9,030 | ) | ||||
Net proceeds from disposition of property and equipment | 640 | 240 | ||||||
Net cash used for investing activities | (7,370 | ) | (8,790 | ) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from borrowings on term loan facilities | 29,930 | 46,750 | ||||||
Repayments of borrowings on term loan facilities | (35,760 | ) | (46,340 | ) | ||||
Proceeds from borrowings on revolving credit and accounts receivable facilities | 289,440 | 331,120 | ||||||
Repayments of borrowings on revolving credit and accounts receivable facilities | (246,020 | ) | (239,900 | ) | ||||
Payments for deferred purchase price | (5,710 | ) | — | |||||
Distributions to noncontrolling interests | — | (580 | ) | |||||
Payment for noncontrolling interests | — | (51,000 | ) | |||||
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | (2,560 | ) | (2,670 | ) | ||||
Proceeds from exercise of stock options | 430 | 140 | ||||||
Excess tax benefits from stock based compensation | 200 | 760 | ||||||
Net cash provided by financing activities | 29,950 | 38,280 | ||||||
Cash and Cash Equivalents: | ||||||||
Increase (decrease) for the period | (690 | ) | 4,820 | |||||
At beginning of period | 24,420 | 27,000 | ||||||
At end of period | $ | 23,730 | $ | 31,820 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | 4,710 | $ | 3,010 | ||||
Cash paid for taxes | $ | 8,340 | $ | 2,660 |
Common Stock | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | ||||||||||||||||
Balances, December 31, 2014 | $ | 450 | $ | 806,810 | $ | (226,850 | ) | $ | 10,220 | $ | 590,630 | |||||||||
Net income attributable to TriMas Corporation | — | — | 13,980 | — | 13,980 | |||||||||||||||
Other comprehensive loss | — | — | — | (6,680 | ) | (6,680 | ) | |||||||||||||
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations | — | (2,560 | ) | — | — | (2,560 | ) | |||||||||||||
Stock option exercises and restricted stock vestings | — | 430 | — | — | 430 | |||||||||||||||
Excess tax benefits from stock based compensation | — | 200 | — | — | 200 | |||||||||||||||
Non-cash compensation expense | — | 2,520 | — | — | 2,520 | |||||||||||||||
Balances, March 31, 2015 | $ | 450 | $ | 807,400 | $ | (212,870 | ) | $ | 3,540 | $ | 598,520 |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(dollars in thousands) | ||||||||
Net sales | $ | — | $ | 2,350 | ||||
Income from discontinued operations, before income taxes | $ | — | $ | 250 | ||||
Income tax expense | — | (100 | ) | |||||
Income from discontinued operations, net of income taxes | $ | — | $ | 150 |
Packaging | Energy | Aerospace | Engineered Components | Cequent APEA | Cequent Americas | Total | |||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||||||
Balance, December 31, 2014 | $ | 169,350 | $ | 73,180 | $ | 210,130 | $ | 7,420 | $ | — | $ | 6,580 | $ | 466,660 | |||||||||||||
Foreign currency translation and other | (2,810 | ) | (1,040 | ) | — | — | — | (1,110 | ) | (4,960 | ) | ||||||||||||||||
Balance, March 31, 2015 | $ | 166,540 | $ | 72,140 | $ | 210,130 | $ | 7,420 | $ | — | $ | 5,470 | $ | 461,700 |
As of March 31, 2015 | As of December 31, 2014 | |||||||||||||||
Intangible Category by Useful Life | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||
(dollars in thousands) | ||||||||||||||||
Finite-lived intangible assets: | ||||||||||||||||
Customer relationships, 5 – 12 years | $ | 108,530 | $ | (46,380 | ) | $ | 109,460 | $ | (44,370 | ) | ||||||
Customer relationships, 15 – 25 years | 237,610 | (106,600 | ) | 237,610 | (103,390 | ) | ||||||||||
Total customer relationships | 346,140 | (152,980 | ) | 347,070 | (147,760 | ) | ||||||||||
Technology and other, 1 – 15 years | 72,560 | (33,840 | ) | 71,830 | (32,250 | ) | ||||||||||
Technology and other, 17 – 30 years | 43,300 | (27,670 | ) | 44,120 | (27,560 | ) | ||||||||||
Total technology and other | 115,860 | (61,510 | ) | 115,950 | (59,810 | ) | ||||||||||
Indefinite-lived intangible assets: | ||||||||||||||||
Trademark/Trade names | 107,330 | — | 108,480 | — | ||||||||||||
Total other intangible assets | $ | 569,330 | $ | (214,490 | ) | $ | 571,500 | $ | (207,570 | ) |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(dollars in thousands) | ||||||||
Technology and other, included in cost of sales | $ | 1,660 | $ | 1,230 | ||||
Customer relationships, included in selling, general and administrative expenses | 5,560 | 4,250 | ||||||
Total amortization expense | $ | 7,220 | $ | 5,480 |
March 31, 2015 | December 31, 2014 | |||||||
(dollars in thousands) | ||||||||
Finished goods | $ | 196,950 | $ | 194,690 | ||||
Work in process | 30,010 | 30,790 | ||||||
Raw materials | 74,480 | 69,150 | ||||||
Total inventories | $ | 301,440 | $ | 294,630 |
March 31, 2015 | December 31, 2014 | |||||||
(dollars in thousands) | ||||||||
Land and land improvements | $ | 14,760 | $ | 15,000 | ||||
Buildings | 68,440 | 69,820 | ||||||
Machinery and equipment | 380,180 | 383,440 | ||||||
463,380 | 468,260 | |||||||
Less: Accumulated depreciation | 235,210 | 235,610 | ||||||
Property and equipment, net | $ | 228,170 | $ | 232,650 |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(dollars in thousands) | ||||||||
Depreciation expense, included in cost of sales | $ | 6,510 | $ | 6,740 | ||||
Depreciation expense, included in selling, general and administrative expense | 1,110 | 1,280 | ||||||
Total depreciation expense | $ | 7,620 | $ | 8,020 |
March 31, 2015 | December 31, 2014 | |||||||
(dollars in thousands) | ||||||||
Credit Agreement | $ | 580,040 | $ | 559,530 | ||||
Receivables facility and other | 91,460 | 79,800 | ||||||
671,500 | 639,330 | |||||||
Less: Current maturities, long-term debt | 23,590 | 23,860 | ||||||
Long-term debt | $ | 647,910 | $ | 615,470 |
Asset / (Liability) Derivatives | ||||||||||
Balance Sheet Caption | March 31, 2015 | December 31, 2014 | ||||||||
(dollars in thousands) | ||||||||||
Derivatives designated as hedging instruments | ||||||||||
Interest rate swap | Other assets | $ | 860 | $ | 1,270 | |||||
Interest rate swap | Accrued liabilities | (550 | ) | (180 | ) | |||||
Foreign currency forward contracts | Other assets | 290 | — | |||||||
Foreign currency forward contracts | Accrued liabilities | (210 | ) | (150 | ) | |||||
Total derivatives designated as hedging instruments | $ | 390 | $ | 940 |
Amount of Income (Loss) Recognized in AOCI on Derivative (Effective Portion, net of tax) | Amount of Income (Loss) Reclassified from AOCI into Earnings | ||||||||||||||||
Three months ended March 31, | |||||||||||||||||
As of March 31, 2015 | As of December 31, 2014 | Location of Income (Loss) Reclassified from AOCI into Earnings (Effective Portion) | 2015 | 2014 | |||||||||||||
(dollars in thousands) | (dollars in thousands) | ||||||||||||||||
Derivatives designated as hedging instruments | |||||||||||||||||
Interest rate swap | $ | 190 | $ | 680 | Interest expense | $ | (220 | ) | $ | (240 | ) | ||||||
Foreign currency forward contracts | $ | 30 | $ | (70 | ) | Cost of sales | $ | (190 | ) | $ | 40 |
Frequency | Asset / (Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
(dollars in thousands) | ||||||||||||||||||
March 31, 2015 | ||||||||||||||||||
Interest rate swap | Recurring | $ | 310 | $ | — | $ | 310 | $ | — | |||||||||
Foreign currency forward contracts | Recurring | $ | 80 | $ | — | $ | 80 | $ | — | |||||||||
December 31, 2014 | ||||||||||||||||||
Interest rate swap | Recurring | $ | 1,090 | $ | — | $ | 1,090 | $ | — | |||||||||
Foreign currency forward contracts | Recurring | $ | (150 | ) | $ | — | $ | (150 | ) | $ | — |
Claims pending at beginning of period | Claims filed during period | Claims dismissed during period | Claims settled during period | Average settlement amount per claim during period | Total defense costs during period | |||||||||||||||
Fiscal Year Ended December 31, 2014 | 7,975 | 210 | 155 | 38 | $ | 18,734 | $ | 2,800,000 | ||||||||||||
Three Months Ended March 31, 2015 | 7,992 | 83 | 338 | 4 | $ | 6,875 | $ | 718,800 |
Compensatory & Punitive | Compensatory Only | Punitive Only | ||||||||||||||||
Range of damages sought (in millions) | $0.0 to $5.0 | $5.0 to $10.0 | $10.0+ | $0.0 to $0.6 | $0.6 to $5.0 | $5.0+ | $0.0 to $2.5 | $2.5 to $5.0 | $5.0+ | |||||||||
Number of claims | 75 | 30 | 21 | 22 | 58 | 46 | 120 | 5 | 1 |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(dollars in thousands) | ||||||||
Net Sales | ||||||||
Packaging | $ | 78,960 | $ | 81,430 | ||||
Energy | 51,160 | 52,780 | ||||||
Aerospace | 45,740 | 27,190 | ||||||
Engineered Components | 48,270 | 55,430 | ||||||
Cequent APEA | 35,820 | 39,470 | ||||||
Cequent Americas | 106,540 | 109,090 | ||||||
Total | $ | 366,490 | $ | 365,390 | ||||
Operating Profit (Loss) | ||||||||
Packaging | $ | 17,510 | $ | 18,360 | ||||
Energy | 340 | 2,600 | ||||||
Aerospace | 8,080 | 4,860 | ||||||
Engineered Components | 5,970 | 7,880 | ||||||
Cequent APEA | 2,250 | 2,500 | ||||||
Cequent Americas | 5,910 | 5,710 | ||||||
Corporate expenses | (8,960 | ) | (9,640 | ) | ||||
Cequent separation costs | (3,600 | ) | — | |||||
Total | $ | 27,500 | $ | 32,270 |
Number of Stock Options | Weighted Average Option Price | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||
Outstanding at January 1, 2015 | 251,667 | $ | 6.39 | ||||||||||
Exercised | (27,720 | ) | 15.46 | ||||||||||
Cancelled | — | — | |||||||||||
Expired | (2,500 | ) | 23.00 | ||||||||||
Outstanding at March 31, 2015 | 221,447 | $ | 5.07 | 3.5 | $ | 5,696,237 |
• | granted 1,100 restricted shares of common stock to certain employees that are subject only to a service condition and vest on the first anniversary date of the award so long as the employee remains with the Company; |
• | granted 174,874 restricted shares of common stock to certain employees which are subject only to a service condition and vest ratably over three years so long as the employee remains with the Company; |
• | granted 35,813 restricted shares of common stock to certain employees which are subject only to a service condition and vest on the first anniversary date of the award. The awards were made to participants in the Company's short-term incentive compensation plan ("STI"), where all STI participants whose target annual award exceeds $20 thousand receive 80% of the value in earned cash and 20% in the form of a restricted stock award upon finalization of the award amount in the first quarter each year following the previous plan year; and |
• | granted 26,704 restricted shares of common stock to its non-employee independent directors, which vest one year from date of grant so long as the director and/or Company does not terminate their service prior to the vesting date. |
Number of Unvested Restricted Shares | Weighted Average Grant Date Fair Value | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||
Outstanding at January 1, 2015 | 725,459 | $ | 29.59 | ||||||||||
Granted | 241,250 | 29.98 | |||||||||||
Vested | (260,343 | ) | 29.08 | ||||||||||
Cancelled | (32,949 | ) | 25.35 | ||||||||||
Outstanding at March 31, 2015 | 673,417 | $ | 30.13 | 1.4 | $ | 20,734,509 |
Pension Plans | Other Postretirement Benefits | |||||||||||||||
Three months ended March 31, | Three months ended March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Service costs | $ | 240 | $ | 190 | $ | — | $ | — | ||||||||
Interest costs | 420 | 440 | 10 | 10 | ||||||||||||
Expected return on plan assets | (520 | ) | (520 | ) | — | — | ||||||||||
Amortization of net (gain)/loss | 380 | 280 | (10 | ) | (20 | ) | ||||||||||
Net periodic benefit cost | $ | 520 | $ | 390 | $ | — | $ | (10 | ) |
Defined Benefit Plans | Derivative Instruments | Foreign Currency Translation | Total | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Balance, December 31, 2014 | $ | (14,180 | ) | $ | 610 | $ | 23,790 | $ | 10,220 | |||||||
Net unrealized (losses) arising during the period (a) | — | (710 | ) | (6,540 | ) | (7,250 | ) | |||||||||
Less: Net realized (losses) reclassified to net income (b) | (250 | ) | (320 | ) | — | (570 | ) | |||||||||
Net current-period change | 250 | (390 | ) | (6,540 | ) | (6,680 | ) | |||||||||
Balance, March 31, 2015 | $ | (13,930 | ) | $ | 220 | $ | 17,250 | $ | 3,540 |
Defined Benefit Plans | Derivative Instruments | Foreign Currency Translation | Total | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Balance, December 31, 2013 | $ | (10,840 | ) | $ | 1,060 | $ | 37,610 | $ | 27,830 | |||||||
Net unrealized gains arising during the period (a) | — | 200 | 1,880 | 2,080 | ||||||||||||
Less: Net realized (losses) reclassified to net income (b) | (180 | ) | (110 | ) | — | (290 | ) | |||||||||
Net current-period change | 180 | 310 | 1,880 | 2,370 | ||||||||||||
Balance, March 31, 2014 | $ | (10,660 | ) | $ | 1,370 | $ | 39,490 | $ | 30,200 |
Three months ended March 31, | |||||||||||||
2015 | As a Percentage of Net Sales | 2014 | As a Percentage of Net Sales | ||||||||||
(dollars in thousands) | |||||||||||||
Net Sales | |||||||||||||
Packaging | $ | 78,960 | 21.5 | % | $ | 81,430 | 22.3 | % | |||||
Energy | 51,160 | 13.9 | % | 52,780 | 14.4 | % | |||||||
Aerospace | 45,740 | 12.5 | % | 27,190 | 7.4 | % | |||||||
Engineered Components | 48,270 | 13.2 | % | 55,430 | 15.2 | % | |||||||
Cequent APEA | 35,820 | 9.8 | % | 39,470 | 10.8 | % | |||||||
Cequent Americas | 106,540 | 29.1 | % | 109,090 | 29.9 | % | |||||||
Total | $ | 366,490 | 100.0 | % | $ | 365,390 | 100.0 | % | |||||
Gross Profit | |||||||||||||
Packaging | $ | 27,680 | 35.1 | % | $ | 28,140 | 34.6 | % | |||||
Energy | 9,700 | 19.0 | % | 12,170 | 23.1 | % | |||||||
Aerospace | 16,000 | 35.0 | % | 8,730 | 32.1 | % | |||||||
Engineered Components | 9,540 | 19.8 | % | 11,400 | 20.6 | % | |||||||
Cequent APEA | 7,170 | 20.0 | % | 7,990 | 20.2 | % | |||||||
Cequent Americas | 28,130 | 26.4 | % | 27,510 | 25.2 | % | |||||||
Total | $ | 98,220 | 26.8 | % | $ | 95,940 | 26.3 | % | |||||
Selling, General and Administrative Expenses | |||||||||||||
Packaging | $ | 10,170 | 12.9 | % | $ | 9,780 | 12.0 | % | |||||
Energy | 9,360 | 18.3 | % | 9,570 | 18.1 | % | |||||||
Aerospace | 7,920 | 17.3 | % | 3,870 | 14.2 | % | |||||||
Engineered Components | 3,570 | 7.4 | % | 3,520 | 6.4 | % | |||||||
Cequent APEA | 4,920 | 13.7 | % | 5,490 | 13.9 | % | |||||||
Cequent Americas | 22,220 | 20.9 | % | 21,800 | 20.0 | % | |||||||
Corporate expenses | 8,960 | N/A | 9,640 | N/A | |||||||||
Cequent separation costs | 3,600 | N/A | — | N/A | |||||||||
Total | $ | 70,720 | 19.3 | % | $ | 63,670 | 17.4 | % | |||||
Operating Profit (Loss) | |||||||||||||
Packaging | $ | 17,510 | 22.2 | % | $ | 18,360 | 22.5 | % | |||||
Energy | 340 | 0.7 | % | 2,600 | 4.9 | % | |||||||
Aerospace | 8,080 | 17.7 | % | 4,860 | 17.9 | % | |||||||
Engineered Components | 5,970 | 12.4 | % | 7,880 | 14.2 | % | |||||||
Cequent APEA | 2,250 | 6.3 | % | 2,500 | 6.3 | % | |||||||
Cequent Americas | 5,910 | 5.5 | % | 5,710 | 5.2 | % | |||||||
Corporate expenses | (8,960 | ) | N/A | (9,640 | ) | N/A | |||||||
Cequent separation costs | (3,600 | ) | N/A | — | N/A | ||||||||
Total | $ | 27,500 | 7.5 | % | $ | 32,270 | 8.8 | % | |||||
Depreciation and Amortization | |||||||||||||
Packaging | $ | 5,210 | 6.6 | % | $ | 4,990 | 6.1 | % | |||||
Energy | 1,030 | 2.0 | % | 1,160 | 2.2 | % | |||||||
Aerospace | 3,010 | 6.6 | % | 1,400 | 5.1 | % | |||||||
Engineered Components | 1,090 | 2.3 | % | 1,100 | 2.0 | % | |||||||
Cequent APEA | 1,660 | 4.6 | % | 1,840 | 4.7 | % | |||||||
Cequent Americas | 2,720 | 2.6 | % | 2,940 | 2.7 | % | |||||||
Corporate expenses | 120 | N/A | 70 | N/A | |||||||||
Total | $ | 14,840 | 4.0 | % | $ | 13,500 | 3.7 | % |
• | the planned spin-off of our Cequent Americas and Cequent APEA reportable segments, for which we incurred approximately $3.6 million of costs during the first quarter of 2015. No such costs were incurred during the prior year period; |
• | the impact of our 2014 acquisitions (see below for impact by segment); |
• | manufacturing and distribution footprint consolidation and relocation projects within our Energy reportable segment, under which we incurred approximately $1.4 million of costs during the first quarter of 2015; and |
• | our fourth quarter 2014 amendment to our credit agreement ("Credit Agreement") to add $275.0 million incremental senior secured term loan A facility. |
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(in millions) | ||||||||
Corporate operating expenses | $ | 3.1 | $ | 3.6 | ||||
Employee costs and related benefits | 5.9 | 6.0 | ||||||
Corporate expenses | $ | 9.0 | $ | 9.6 |
• | For the three months ended March 31, 2015, the Company generated $29.1 million of cash, based on the reported net income of $14.0 million and after considering the effects of non-cash items related to losses on dispositions of property and equipment, depreciation, amortization, stock-based compensation and related changes in excess tax benefits, changes in deferred income taxes, and other, net. For the three months ended March 31, 2014, the Company generated $32.3 million in cash flows based on the reported net income of $19.4 million and after considering the effects of similar non-cash items. |
• | Increases in accounts receivable resulted in a use of cash of approximately $29.1 million and $45.0 million for the three months ended March 31, 2015 and 2014, respectively. The increase in accounts receivable is due primarily to the increase in year-over-year sales and the timing of sales and collection of cash within the period. Days sales outstanding of receivables remained relatively flat period-over-period. |
• | For the three months ended March 31, 2015, we used approximately $10.2 million for investment in our inventories. Inventory levels increased primarily to support our increased sales volumes as compared to year end. For the three months ended March 31, 2014 we reduced our investment in inventory, which resulted in a cash source of $1.8 million, as we did not need to make significant investments in additional inventory during the three months ended March 31, 2014 despite the increase in sales. |
• | Prepaid expenses and other assets resulted in a use of cash of approximately $3.5 million for the three months ended March 31, 2015, as compared to a cash source of approximately $0.1 million for the three months ended March 31, 2014, primarily due to the timing of prepayments made. |
• | Decreases in accounts payable and accrued liabilities resulted in a use of cash of approximately $9.6 million and $13.9 million for the three months ended March 31, 2015 and 2014, respectively. The change in cash used for accounts payable and accrued liabilities is primarily a result of the timing of payments made to suppliers and mix of vendors and related terms. Our days accounts payable on hand increased from approximately 53 days for the three months ended March 31, 2014 to approximately 59 days for the three months ended March 31, 2015. |
Less: | Add: | |||||||||||||||
Year Ended December 31, 2014 | Three Months Ended March 31, 2014 | Three Months Ended March 31, 2015 | Twelve Months Ended March 31, 2015 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Net income | $ | 69,280 | $ | 19,380 | $ | 13,980 | $ | 63,880 | ||||||||
Bank stipulated adjustments: | ||||||||||||||||
Interest expense, net (as defined)(1) | 15,900 | 3,650 | 4,840 | 17,090 | ||||||||||||
Income tax expense | 34,360 | 8,720 | 6,280 | 31,920 | ||||||||||||
Depreciation and amortization | 56,480 | 13,510 | 14,840 | 57,810 | ||||||||||||
Non-cash compensation expense(2) | 7,440 | 2,280 | 2,520 | 7,680 | ||||||||||||
Other non-cash expenses or losses | 13,240 | 930 | 3,290 | 15,600 | ||||||||||||
Non-recurring expenses or costs in connection with acquisition integration(3) | 7,320 | 910 | 4,180 | 10,590 | ||||||||||||
Acquisition integration costs(4) | 9,600 | 610 | 800 | 9,790 | ||||||||||||
Debt extinguishment costs(5) | 3,360 | — | — | 3,360 | ||||||||||||
Permitted dispositions(6) | 930 | (250 | ) | — | 1,180 | |||||||||||
Permitted acquisitions(7) | 23,980 | 8,350 | — | 15,630 | ||||||||||||
Negative EBITDA from discontinued operations | 1,760 | — | — | 1,760 | ||||||||||||
Consolidated Bank EBITDA, as defined | $ | 243,650 | $ | 58,090 | $ | 50,730 | $ | 236,290 |
March 31, 2015 | ||||
(dollars in thousands) | ||||
Total Consolidated Indebtedness, as defined(8) | $ | 685,980 | ||
Consolidated Bank EBITDA, as defined | 236,290 | |||
Actual leverage ratio | 2.90 | x | ||
Covenant requirement | 3.50 | x |
Less: | Add: | |||||||||||||||
Year Ended December 31, 2014 | Three Months Ended March 31, 2014 | Three Months Ended March 31, 2015 | Twelve Months Ended March 31, 2015 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Interest expense, net (as defined)(1) | $ | 15,900 | $ | 3,650 | $ | 4,840 | $ | 17,090 | ||||||||
Bank stipulated adjustments: | ||||||||||||||||
Interest income | (350 | ) | (90 | ) | (50 | ) | (310 | ) | ||||||||
Non-cash amounts attributable to amortization of financing costs | (1,940 | ) | (480 | ) | (510 | ) | (1,970 | ) | ||||||||
Pro forma adjustment for acquisitions and dispositions | 5,100 | 1,670 | — | 3,430 | ||||||||||||
Total Consolidated Cash Interest Expense, as defined | $ | 18,710 | $ | 4,750 | $ | 4,280 | $ | 18,240 |
March 31, 2015 | ||||
(dollars in thousands) | ||||
Consolidated Bank EBITDA, as defined | $ | 236,290 | ||
Total Consolidated Cash Interest Expense, as defined | 18,240 | |||
Actual interest expense coverage ratio | 12.95 | x | ||
Covenant requirement | 3.00 | x |
(2) | Non-cash compensation expenses resulting from the grant of restricted shares of common stock and common stock options. |
(3) | Non-recurring costs and expenses relating to cost savings projects, including restructuring and severance expenses, not to exceed $15 million in any fiscal year and $40 million in aggregate, subsequent to January 1, 2013. |
(4) | Costs and expenses arising from the integration of any business acquired not to exceed $15 million in any fiscal year $40.0 million in the aggregate. |
(5) | Costs incurred with refinancing our credit facilities. |
(6) | EBITDA from permitted dispositions, as defined. |
(7) | EBITDA from permitted acquisitions, as defined. |
(8) | Includes $14.5 million of acquisition deferred purchase price. |
3.1(a) | Fourth Amended and Restated Certificate of Incorporation of TriMas Corporation. |
3.2(b) | Second Amended and Restated By-laws of TriMas Corporation. |
10.1(c) | Settlement Agreement dated as of February 24, 2015, among TriMas Corporation, Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital II, LP, Engaged Capital I Offshore, Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC, Glenn W. Welling and Herbert Parker. |
10.2 | Amendment No. 5, effective as of February 28, 2015, to the Amended and Restated Receivables Purchase Agreement, dated as of December 29, 2009, as amended, among TriMas Corporation, the subsidiaries of TriMas Corporation identified as Sellers, and TSPC, Inc., as Purchaser. |
10.3 | Amendment No. 5, effective as of February 28, 2015, to the Amended and Restated Receivables Transfer Agreement, dated as of September 15, 2011, as amended, among TSPC, Inc., as Transferor, TriMas Corporation, as Collection Agent, TriMas Company LLC, as Guarantor, the persons from time to time party thereto as Purchasers, and Wells Fargo Bank, National Association, as LC Issuer and Administrative Agent. |
10.4 | Form of Restricted Stock Unit Agreement - 2015 (One-Year Vest) - under the 2006 Long Term Equity Incentive Plan. |
10.5 | Form of Restricted Stock Unit Agreement - 2015 (Board of Directors) - under the 2011 Omnibus Incentive Compensation Plan. |
10.6 | Form of Restricted Stock Unit Agreement - 2015 (One-Year Vest) - under the 2011 Omnibus Incentive Compensation Plan. |
10.7 | Form of Restricted Stock Unit Agreement - 2015 (Three-Year Vest) - under the 2011 Omnibus Incentive Compensation Plan. |
31.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS | XBRL Instance Document. |
101.SCH | XBRL Taxonomy Extension Schema Document. |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
(a) | Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 3, 2007 (File No. 001-10716). | |
(b) | Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on February 18, 2011 (File No. 001-10716). | |
(c) | Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on February 25, 2015 (File No. 001-10716). |
TRIMAS CORPORATION (Registrant) | ||||
/s/ ROBERT J. ZALUPSKI | ||||
Date: | April 28, 2015 | By: | Robert J. Zalupski Chief Financial Officer |
a. | the New Seller hereby sells, assigns, transfers and conveys to the Purchaser, and the Purchaser hereby purchases from the New Seller, all of the New Seller’s right, title and interest, whether now owned or hereafter acquired and wherever located, in, to and under the Receivables outstanding on the Effective Date and thereafter owned by the New Seller, through any Purchase Termination Date, together with all Related Security and Collections with respect thereto (to the extent that such right, title and interest was not already purchased by the Purchaser) and all Proceeds of the foregoing. Such interest in the Receivables, expressed as a dollar amount, shall be equal to the aggregate unpaid balance of the Receivables from time to time. Any sale, assignment, transfer and conveyance hereunder does not constitute an |
b. | the New Seller agrees to be bound by all of the provisions of the Agreement applicable to a Seller thereunder and agrees that it shall become a Seller for all purposes of the Receivables Purchase Agreement to the same extent as if originally a party thereto |
a. | Legal Existence and Power. Such Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate or limited liability company power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted except where the failure to have such licenses, authorizations, consents and approvals would not have a Material Adverse Effect. Such Seller is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. |
b. | Entity and Governmental Authorization; Contravention. The execution, delivery and performance by such Seller of this Amendment are within such Seller’s corporate or limited liability company powers, have been duly authorized by all necessary corporate or limited liability company action, require no action by or in respect of, or filing with, any Official Body or official thereof, and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of the Certificate of Incorporation or the By-Laws (or other organizational documents) of such Seller or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Seller or result in the creation or imposition of any Adverse Claim on the assets of such Seller (except those created by the Agreement and the Receivables Transfer Agreement). |
c. | Binding Effect. The Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding in equity or at law). |
d. | Solvency. Such Seller is not insolvent, does not have unreasonably small capital with which to carry on its business, is able to pay its debts generally as they become due and payable, and its liabilities do not exceed its assets. TriMas Corp. is, and TriMas Corp. and its Subsidiaries are, on a consolidated basis, solvent. |
e. | Consents, Licenses, Approvals, Etc. No consents, including, without limitation, consents under loan agreements and indentures to which any Seller or its Affiliates are parties, licenses or approvals are required in connection with the execution, delivery and performance by such Seller of this Amendment, its Additional Seller Supplement, if applicable, or the validity and enforceability against such Seller of this Amendment or its Additional Seller Supplement, if applicable, except such consents, licenses and approvals as have already been obtained and that remain in full force and effect on the date hereof. |
f. | No Litigation. There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting such Seller or any of its Subsidiaries before any Official Body that could reasonably be expected to have a Material Adverse Effect. |
a. | Same Line of Business. The New Seller is in the same or a related line of business as the existing Sellers. |
b. | Disaster Recovery Systems, Etc. The New Seller maintains disaster recovery systems or back-up computer or other information management systems that are, in the judgment of the undersigned, sufficient to protect the New Seller’s business against material interruption or loss or destruction of its primary computer and information management systems. |
c. | Record Keeping. The New Seller’s systems, procedures and record keeping relating to the Receivables remain in all material respects sufficient and satisfactory in order to permit the purchase and administration of the Receivables in accordance with the terms and intent of the Agreement. |
d. | Specified Bankruptcy Provisions. The Specified Bankruptcy Provisions are true and correct as to the New Seller as of the date hereof. |
a. | The Administrative Agent shall have received: (i) counterparts of this Amendment, duly executed by each of the parties hereto and consented to by the Administrative Agent and the LC Issuer, (ii) an amended and restated Subordinated Note in the form of Exhibit A to this Amendment, duly executed by the Maker (as defined therein), (iii) each of the documents specified in Section 7.02 of the Agreement other than the documents described in Sections 7.02(a), (c), (f), (g), (l), (m) and (n)(ii), and (iv) payment of legal fees incurred in connection with the Agreement and this Amendment; |
b. | Each of the representations and warranties contained in Section 2 of this Amendment shall be true and correct in all material respects, it being understood that the foregoing materiality qualifier shall not apply to any representation that itself contains a materiality threshold; and |
c. | The parties to the Receivables Transfer Agreement shall have entered into Amendment No. 5 thereto. |
Date | Amount of Advance | Amount of Principal Payment | Outstanding Balance | Initials of Person Making This Notation |
(1) | any Senior Indebtedness is or becomes due and payable (whether at maturity, for an installment of principal or interest, upon acceleration, for mandatory prepayment, or otherwise) and remains unpaid; or |
(2) | any Senior Indebtedness Default (as defined below) has occurred and has not been cured or waived in conformity with the terms of the instrument, indenture or agreement governing such Senior Indebtedness; or |
(3) | a payment by the Maker with respect to this Note would, immediately after giving effect thereto, result in a Senior Indebtedness Default. |
Corporate Name | Address of Chief Executive Office | County |
Allfast Fastening Systems, LLC | 15200 Don Julian Road, City of Industry, CA 91745 | Los Angeles |
Arrow Engine Company | 2301 E. Independence, Tulsa, OK 74110 | Tulsa |
Cequent Consumer Products, Inc. | 29000-2 Aurora Road, Solon, OH 44139 | Cuyahoga |
Lamons Gasket Company | 7300 Airport Boulevard, Houston, TX 77061 | Fort Bend |
Monogram Aerospace Fasteners, Inc. | 3423 S. Garfield Ave., City of Commerce, CA 90040 | Los Angeles |
Norris Cylinder Company | 1535 FM 1845 S., P.O. Box 7486, Longview, TX 75603 | Gregg |
Rieke Corporation | 500 W. Seventh St., Auburn, IN 46706 | De Kalb |
Cequent Performance Products, Inc. | 47774 Anchor Court West, Plymouth, MI 48170 | Wayne |
Arminak & Associates, LLC | 1350 Mountain View Circle, Azusa, CA 91702 | Los Angeles |
Innovative Molding | 1200 Valley House Drive, #100, Rohnert Park, CA 94928 | Sonoma |
Martinic Engineering, Inc. | 10932 Chestnut Ave, Stanton, CA 90680 | Orange |
1.1 | Schedule A to the Agreement is hereby amended to amend and restate in its entirety the definition of “LIBOR Market Index Rate” to read as follows: |
1.2 | Exhibit A to the Agreement is hereby amended by inserting behind the last page of Exhibit A the Credit and Collection Policy of Allfast Fastening Systems, LLC, as set forth in Annex I to this Amendment. |
1.3 | Exhibit B to the Agreement is hereby amended and restated in its entirety to read as set forth in Annex II to this Amendment. |
1.4 | Exhibit H to the Agreement is hereby amended and restated in its entirety to read as set forth in Annex III to this Amendment. |
(a) | The Administrative Agent shall have received counterparts of this Amendment, duly executed by each of the parties hereto; |
(b) | The Administrative Agent shall have received counterparts of Amendment No. 5 to Amended and Restated Receivables Purchase Agreement, duly executed by each of the parties thereto, together with all closing documents required thereunder; |
(c) | The Administrative Agent’s counsel shall have received payment in full of its reasonable fees and disbursements in connection with the preparation, negotiation, and closing of this Amendment and the other documents required to be delivered to it hereunder; and |
(d) | Each of the representations and warranties contained in Section 2 of this Amendment shall be true and correct in all material respects, it being understood that the foregoing materiality qualifier shall not apply to any representation that itself contains a materiality threshold. |
4.0 | Miscellaneous. |
Department: Finance | Policy Number: AF-01 | ||
Date Issued: March 17, 2015 | Supersedes Number: Original | ||
Prepared By: Finance | |||
Approved By: | |||
Title: CREDIT & COLLECTION POLICY | |||
Purpose | The purpose of this policy is to ensure that sales and collection practices of Allfast Fastening Systems, LLC (the “Company”) are consistent with the Company’s goals of (i) maximizing profitable sales, (ii) minimizing its bad debt loss, (iii) minimizing the Company’s carrying costs with respect to accounts receivable and (iv) complying with the terms of the accounts receivable securitization program to which the Company is a party. This policy is the minimum requirement. Policies that exceed these requirements are acceptable so long as such additional requirements are not inconsistent with this policy. | ||
Credit Extension | The Company will extend trade credit in the normal course of business, based on a customer’s financial strength, history of payments, industry practice and other objective and subjective criteria. | ||
Miscellaneous | Procedures governing new account applications, credit files, obtaining historical payment information and reviewing payment trends should be conducted in a manner consistent with past business practices and designed to ensure the collectability of receivables. | ||
Description of Credit Terms | The Company shall extend terms to its customers consistent with past business practices and as required to support strategies and goals with respect to sales growth and minimizing the write-offs of uncollectible accounts as well as the Company’s overall investment in accounts receivable. | ||
Collection Efforts | Collection efforts shall include the following consistent with past practices: A. The reports should include, but are not limited to, the following: 1. Monthly - Aged trial balance by customer. 2. Weekly - Similar information sufficient to assist credit and collection efforts. B. In some instances, past due accounts will be turned over to a collection agency or attorney. Strong collection efforts should be initiated immediately when the account ceases to be a customer. When all collection efforts have been exhausted, the account should be turned over to a collection agency or an attorney. C. Bankruptcies 1. Appropriate procedures should be in place to segregate receivables arising prior to a customer bankruptcy from those arising after a bankruptcy. 2. A Proof of Claim should be filed and other actions considered where appropriate. D. Non-Sufficient Funds (N.S.F.) Checks N.S.F. checks should be automatically redeposited whenever possible. If a check is returned for a second time, a prompt evaluation of the customer should be conducted by appropriate Company management, a decision should be made concerning terms and payment of the check. E. Write-Off of Uncollectible Accounts Write-off of uncollectible accounts should occur when all reasonable efforts and means of collection have been exhausted. Requests for the write-off of uncollectible accounts should be documented and reviewed and approved by the business unit controller. All accounts that have filed for bankruptcy protection or that have been turned over for collection should be considered for write-off. |
Reserves for Uncollectible Accounts and Accounts Receivable Write-Offs | The Controller is responsible for recording and maintaining on behalf of the business unit an adequate level of reserves for uncollectible accounts based on historical performance of the collection of receivables, general economic conditions and customer specific financial conditions and other factors affecting the collectability of receivables. These assessments and analysis of reserve requirements are required to be prepared and documented at least quarterly in a manner consistent with past business practices. After a write-off of an accounts receivable has occurred, the debts should continue to be monitored if there is future possibility of partial or full recovery. Claims or bankruptcies need to be tracked to ensure receipt of any recoveries. Once an account receivable is approved for write-off, the balance will be removed from accounts receivable. | ||
Deductions/ Discrepancies | An individual at each business unit designated by the General Manager, referred to herein as the Credit Manager/Controller will have the responsibility for establishing policies, controls, and procedures with respect to resolving customer deductions. The Controller also has the responsibility of reviewing deductions on a regular basis to ensure that all members of management are aware of problem areas and that steps are taken to resolve and eliminate their future occurrence. The Controller also has the responsibility for addressing deductions in a timely manner. This includes determining the reason for the discrepancy, notifying the appropriate departments, following up to ensure that the discrepancy is being researched and resolved, and authorizing adjustments to be recorded in the accounts receivable sub-ledger and related general ledger control account. Each business unit should establish a policy relating to the identification of, accounting for, and resolving discrepancies in payments from amounts invoiced. Such policy should include the following minimum requirements: 1. Circumstances in which an automatic write-off would occur, e.g., due to the size of the discrepancy, etc.; 2. The procedures to follow relating to other discrepancies for the prompt resolution of such discrepancies. This would include calling the customer to resolve discrepancies, working with other departments regarding the discrepancy, and prompt provision of additional documentation or copies of paperwork to the customer; and 3. Appropriate policies regarding approval of adjustments to accounts receivable amounts. | ||
Cash Procedures | All payments (lock boxes, in-house deposits, wire transfers, etc.) should be posted on a prompt basis, consistent with past practices, to the accounts receivable sub-ledger. All customers should be instructed to make deposits to a lockbox. Customer payments not received through the lockbox will be deposited in the lockbox within one business day of receipt consistent with past practice. Cash items other than collections of receivables will not be deposited in lockbox accounts except in de minimus amounts consistent with past practice. Payments made by wire transfer or EDI methods may be made directly to the bank account associated with the lockbox. Changes to lockbox banks and related accounts will be made only at the direction of the Treasurer. | ||
Other | The company will maintain adequate records of customer credit limit decisions, including but not limited to, initial extension of Credit, increases (decreases) in credit limits, periodic evaluation of a customer’s credit worthiness, etc., and back-ups of essential computer data. | ||
Summary | This policy represents Allfast Fastening Systems, LLC’s Credit and Collection Policy. |
Bank Name | Account Number | Lockbox Number | Account Name |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4019957786 | 843834 | Allfast Fastening Systems, LLC |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521154 | 203065 | Arrow Engine Company |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521162 | 774624 | Cequent Consumer Products, Inc. |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521188 | 774615 | Cequent Performance Products, Inc. |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521196 | 774609 | Hi-Vol Products LLC |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521204 | 774657 | Keo Cutters, Inc. |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521212 | 203061 | Lamons Gasket Company |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4000130013 | N/A | Martinic Engineering, Inc. |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521220 | 3272 | Monogram Aerospace Fasteners, Inc. |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521279 | 203069 | Norris Cylinder Company |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521287 | 774633 | Richards Micro-Tool, Inc. |
Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 | 4124521295 | 774640 | Rieke Corporation |
Corporate Name | Trade and Other Names Since 05/04 |
Allfast Fastening Systems, LLC | Allfast Fastening Systems, Inc. |
Arrow Engine Company | None |
Cequent Performance Products, Inc. | Cequent Electrical Products, Inc. Cequent Trailer Products, Inc. Cequent Towing Products, Inc. Hidden Hitch Acquisition Company Hitch ‘N Post, Inc. |
Cequent Consumer Products, Inc. | Highland Group Corporation |
Hi-Vol Products LLC | Fittings Products LLC |
KEO Cutters, Inc. | None |
Lamons Gasket Company | None |
Martinic Engineering, Inc. | None |
Monogram Aerospace Fasteners, Inc. | None |
Norris Cylinder Company | None |
Richards Micro-Tool, Inc. | None |
Rieke Corporation | None |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [grant date] |
Grant Date: | [grant date] |
Number of Restricted Stock Units: | [number of Restricted Stock Units] |
Dated: [grant date] | By: /s/ Joshua A. Sherbin Name: Joshua A. Sherbin Title: Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
(i) | any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 35% or more of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; |
(ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent Board”); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; |
(iii) | there is consummated a merger, consolidation, wind-up, reorganization or restructuring of the Corporation with or into any other entity, or a similar event or series of such events, other than (A) any such event or series of events which results in (1) the voting securities of the Corporation outstanding immediately prior to such event or series of events continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation, at least 51% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (2) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors |
(iv) | the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Corporation of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Corporation’s stockholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Corporation and any other Person or an Affiliate of the Corporation and any other Person), other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity (A) at least 51% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or disposition and (B) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto. |
(i) | A material and permanent diminution in Grantee’s duties or responsibilities; |
(ii) | A material reduction in the aggregate value of base salary and bonus opportunity provided to Grantee by the Corporation; or |
(iii) | A permanent reassignment of Grantee to another primary office more than 50 miles from the current office location. |
(i) | any amount of income tax for which the Corporation, Grantee’s employer or any other person is obliged to account under the Pay-As-You-Earn system and any amounts of employee’s national insurance contributions arising from the vesting of the Award (or which would not otherwise have arisen but for the grant of the Award to Grantee); and |
(ii) | any amount of income tax for which the Corporation, Grantee’s employer or any other person is obliged to account under the Pay-As-You-Earn system and any amounts of employee’s national insurance contributions arising in respect of, or in connection with the holding or disposal by Grantee of the shares of Common Stock acquired pursuant to the Award or the conversion of such shares of Common Stock into securities of another description whilst such shares of Common Stock are held by Grantee, |
(a) | administering and maintaining records relating to Grantee; |
(b) | providing information to (i) trustees of any employee benefit trust or (ii) other third party administrators involved directly or indirectly in the operation of the Plan; |
(c) | providing information relating to the Grantee in connection with the operation of the Plan to HM Revenue and Customs; |
(d) | providing information to potential purchasers of one or more of the Data Processors; and |
(e) | allowing any personal data provided by Grantee to be sent to and kept and used by any third party engaged by the Corporation to administer the Plan, including but not limited to the maintenance by such a third party of a database of Participants in the Plan. |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [grant date] |
Grant Date: | [grant date] |
Number of Restricted Stock Units: | [number of Restricted Stock Units] |
Dated: [grant date] | By: /s/ Joshua A. Sherbin Name: Joshua A. Sherbin Title: Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [grant date] |
Grant Date: | [grant date] |
Number of Restricted Stock Units: | [number of Restricted Stock Units] |
Dated: [grant date] | By: /s/ Joshua A. Sherbin Name: Joshua A. Sherbin Title: Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
(i) | any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 35% or more of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; |
(ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent Board”); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; |
(iii) | there is consummated a merger, consolidation, wind-up, reorganization or restructuring of the Corporation with or into any other entity, or a similar event or series of such events, other than (A) any such event or series of events which results in (1) the voting securities of the Corporation outstanding immediately prior to such event or series of events continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation, at least 51% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (2) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Corporation, the entity surviving such merger or consolidation or, if the Corporation or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (B) |
(iv) | the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Corporation of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Corporation’s stockholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Corporation and any other Person or an Affiliate of the Corporation and any other Person), other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity (A) at least 51% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or disposition and (B) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto. |
(i) | A material and permanent diminution in Grantee’s duties or responsibilities; |
(ii) | A material reduction in the aggregate value of base salary and bonus opportunity provided to Grantee by the Corporation; or |
(iii) | A permanent reassignment of Grantee to another primary office more than 50 miles from the current office location. |
(iv) | a termination of Service by Grantee without Good Reason (as defined above). |
(i) | any amount of income tax for which the Corporation, Grantee’s employer or any other person is obliged to account under the Pay-As-You-Earn system and any amounts of employee’s national insurance contributions arising from the vesting of the Award (or which would not otherwise have arisen but for the grant of the Award to Grantee); and |
(ii) | any amount of income tax for which the Corporation, Grantee’s employer or any other person is obliged to account under the Pay-As-You-Earn system and any amounts of employee’s national insurance contributions arising in respect of, or in connection with the holding or disposal by Grantee of the shares of Stock acquired pursuant to the Award or the conversion of such shares of Stock into securities of another description whilst such shares of Stock are held by Grantee, |
(a) | administering and maintaining records relating to Grantee; |
(b) | providing information to (i) trustees of any employee benefit trust or (ii) other third party administrators involved directly or indirectly in the operation of the Plan; |
(c) | providing information relating to the Grantee in connection with the operation of the Plan to HM Revenue and Customs; |
(d) | providing information to potential purchasers of one or more of the Data Processors; and |
(e) | allowing any personal data provided by Grantee to be sent to and kept and used by any third party engaged by the Corporation to administer the Plan, including but not limited to the maintenance by such a third party of a database of Participants in the Plan. |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [grant date] |
Grant Date: | [grant date] |
Number of Restricted Stock Units: | [number of Restricted Stock Units] |
Dated: [grant date] | By: /s/ Joshua A. Sherbin Name: Joshua A. Sherbin Title: Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
(i) | any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates) representing 35% or more of the combined voting power of the Corporation’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; |
(ii) | the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent Board”); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; |
(iii) | there is consummated a merger, consolidation, wind-up, reorganization or restructuring of the Corporation with or into any other entity, or a similar event or series of such events, other than (A) any such event or series of events which results in (1) the voting securities of the Corporation outstanding immediately prior to such event or series of events continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation, at least 51% of the combined voting power of the securities of the Corporation or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (2) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Corporation, the entity surviving such merger or consolidation or, if the Corporation or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (B) |
(iv) | the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Corporation of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Corporation’s stockholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Corporation and any other Person or an Affiliate of the Corporation and any other Person), other than a sale or disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity (A) at least 51% of the combined voting power of the voting securities of which are owned by stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale or disposition and (B) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto. |
(i) | A material and permanent diminution in Grantee’s duties or responsibilities; |
(ii) | A material reduction in the aggregate value of base salary and bonus opportunity provided to Grantee by the Corporation; or |
(iii) | A permanent reassignment of Grantee to another primary office more than 50 miles from the current office location. |
(i) | any amount of income tax for which the Corporation, Grantee’s employer or any other person is obliged to account under the Pay-As-You-Earn system and any amounts of employee’s national insurance contributions arising from the vesting of the Award (or which would not otherwise have arisen but for the grant of the Award to Grantee); and |
(ii) | any amount of income tax for which the Corporation, Grantee’s employer or any other person is obliged to account under the Pay-As-You-Earn system and any amounts of employee’s national insurance contributions arising in respect of, or in connection with the holding or disposal by Grantee of the shares of Stock acquired pursuant to the Award or the conversion of such shares of Stock into securities of another description whilst such shares of Stock are held by Grantee, |
(a) | administering and maintaining records relating to Grantee; |
(b) | providing information to (i) trustees of any employee benefit trust or (ii) other third party administrators involved directly or indirectly in the operation of the Plan; |
(c) | providing information relating to the Grantee in connection with the operation of the Plan to HM Revenue and Customs; |
(d) | providing information to potential purchasers of one or more of the Data Processors; and |
(e) | allowing any personal data provided by Grantee to be sent to and kept and used by any third party engaged by the Corporation to administer the Plan, including but not limited to the maintenance by such a third party of a database of Participants in the Plan. |
1. | I have reviewed this quarterly report on Form 10-Q of TriMas Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ DAVID M. WATHEN | |
David M. Wathen Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of TriMas Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ ROBERT J. ZALUPSKI | |
Robert J. Zalupski Chief Financial Officer |
1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ DAVID M. WATHEN | |
David M. Wathen Chief Executive Officer |
1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ ROBERT J. ZALUPSKI | |
Robert J. Zalupski Chief Financial Officer |
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