Acquisitions

2015 Acquisitions

During 2015, the Company completed two acquisitions for an aggregate amount of approximately $10.0 million, net of cash acquired. The largest acquisition was the November 2015 acquisition of certain business assets of Parker-Hannifin Corporation ("Parker Hannifin"), located in Tolleson, AZ, within the Company's Aerospace reportable segment.

2014 Acquisitions

Allfast Fastening Systems

On October 17, 2014, the Company acquired 100% of the equity interest in Allfast Fastening Systems, Inc. ("Allfast") for the purchase price of approximately $351.2 million, net of cash acquired, with an additional $15.7 million of deferred purchase price related to certain tax related and other reimbursements in accordance with the purchase agreement. Allfast is a global manufacturer of solid and blind rivets, blind bolts, temporary fasteners and installation tools for the aerospace industry. The acquisition strengthens the Company's specialty product offering and is strategically aligned with its growing aerospace businesses. Allfast is included in the Company's Aerospace segment.

The following table summarizes the fair value of consideration paid for Allfast, and the assets acquired and liabilities assumed:



	October 17, 2014
	(dollars in thousands)
Consideration
Cash paid, net of cash acquired	$	351,220
Deferred purchase price^(a)	15,730
Total consideration	$	366,950
Recognized amounts of identifiable assets acquired and liabilities assumed
Receivables	$	8,950
Inventories	19,850
Intangible assets other than goodwill^(b)	165,000
Prepaid expenses and other assets	340
Property and equipment, net	26,490
Accounts payable and accrued liabilities	(2,620		)
Total identifiable net assets	218,010
Goodwill^(c)	148,940
	$	366,950

___________________________

^(a)Of the deferred purchase price, approximately $8.7 million, represents the Company's best estimate of the underlying obligations for certain tax amounts the Company has agreed to reimburse the previous owner in order to acquire additional tax attributes. During 2015, the Company paid $5.2 million of such amount and the remaining $3.5 million liability was removed, with a corresponding reduction to goodwill, due to the finalization of the Seller's tax liability. In addition, deferred purchase price includes approximately $7.0 million of other liabilities which the Company has agreed to pay on behalf of the previous owner, of which approximately $4.9 million was paid through December 31, 2015.

^(b) Consists of approximately $83.0 million of customer relationships with an estimated useful life of 18 years, $33.0 million of technology and other intangible assets with an estimated useful life of 15 years and $49.0 million of trademark/trade name with an indefinite useful life.

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

The results of operations of Allfast are included in the Company's results beginning October 17, 2014. The actual amounts of net sales and operating profit of Allfast included in the accompanying consolidated statement of operations for the year ended December 31, 2014 are $9.1 million and $1.3 million, respectively.

The following table summarizes the supplemental pro forma results of the combined entity as if the acquisition had occurred on January 1, 2013. 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, 2013:



	Pro forma Combined ^(a)
	Year ended December 31,
	2014		2013
	(dollars in thousands)
Net sales	$	936,440	$	853,590
Net income attributable to TriMas Corporation	$	49,590	$	56,550

___________________________

^(a)The supplemental pro forma results reflect certain material adjustments, as follows:


1.	Pre-tax pro forma adjustments for amortization expense of $6.0 million and $6.8 million for the years ended December 31, 2014 and December 31, 2013 on the intangible assets associated with the acquisition.


2.	Pre-tax pro forma adjustments of $4.9 million and $7.1 million for the years ended December 31, 2014 and December 31, 2013, respectively, to reflect interest expense incurred on the incremental term loan A and revolver borrowings incurred in order to fund the acquisition.

Total acquisition costs incurred by the Company in connection with its purchase of Allfast, primarily related to third party legal, accounting and tax diligence fees, were approximately $2.2 million, all of which were incurred during 2014. These costs are recorded in selling, general and administrative expenses in the accompanying consolidated statement of operations.

Other Acquisitions

In July 2014, the Company completed the acquisition of Lion Holdings PVT. Ltd. ("Lion Holdings") within the Company's Packaging reportable segment for the amount of approximately $27.5 million, net of cash acquired. Located in both India and Vietnam, Lion Holdings specializes in the manufacture of highly engineered dispensing solutions and generated approximately $10 million in revenue for the twelve months ended June 30, 2014.

2013 Acquisitions

During 2013, the Company completed various 100%-owned acquisitions for an aggregate amount of approximately $84.8 million, net of cash acquired, with an additional $4.3 million of deferred purchase price and contingent consideration, based primarily on a fixed date and payment schedule over the next five years. Of these acquisitions, the most significant, in chronological order of acquisition date, are as follows:

•

Martinic Engineering, Inc. ("Martinic"), acquired in January, located in the United States and included in the Company's Aerospace reportable segment, is a manufacturer of highly-engineered, precision machined, complex parts for commercial and military aerospace applications, including auxiliary power units, as well as electrical, hydraulic and pneumatic systems and generated approximately $13 million in revenue for the 12 months ended December 31, 2012.

•

Wulfrun Specialised Fasteners Limited ("Wulfrun"), acquired in March, located in the United Kingdom and included in the Company's Energy reportable segment, is a manufacturer and distributor of specialty bolting and CNC machined components for use in critical oil and gas, pipeline and power generation applications, and generated approximately $10 million in revenue for the 12 months ended December 31, 2012.

•

Mac Fasteners, Inc. ("Mac Fasteners"), acquired in October, located in the United States and included in the Company's Aerospace reportable segment, is in the business of manufacturing and distribution of stainless steel aerospace fasteners, globally utilized by OEMs, aftermarket repair companies, and commercial and military aircraft producers, and generated approximately $17 million in revenue for the 12 months ended September 30, 2013.

While the individual and aggregate historical and current year revenue and earnings associated with the Company's 2013 acquisitions is not significant compared to the Company's total results of operations, the following information has been provided to summarize the aggregate fair value of consideration paid for the acquisitions, the assets acquired and liabilities assumed.



	Year ended December 31, 2013
	(dollars in thousands)
Consideration
Initial cash paid net of cash acquired	$	84,790
Deferred/contingent consideration^(a)	4,280
Total consideration	$	89,070
Recognized amounts of identifiable assets acquired and liabilities assumed
Receivables	$	7,240
Inventories	16,630
Intangible assets other than goodwill^(b)	29,020
Prepaid expenses and other assets	8,420
Property and equipment, net	10,080
Accounts payable and accrued liabilities	(6,950		)
Deferred income taxes	(4,260		)
Other long-term liabilities	(8,410		)
Total identifiable net assets	51,770
Goodwill	37,300
	$	89,070

__________________________

^(a)Deferred/contingent consideration included approximately $2.6 million of both short-term and long-term deferred purchase price, based on set amounts and fixed payment schedules per the purchase agreement, and an additional $1.7 million of contingent consideration to be paid, if earned, based on a multiple of future earnings, as defined.

^(b) Consists of approximately $23.1 million of customer relationships with an estimated weighted average useful life of 10 years, $1.4 million of technology and other intangible assets with an estimated weighted average useful life of four years and $4.5 million of trademark/trade names with an indefinite useful life.

Arminak & Associates

During the first quarter of 2012, the Company acquired 70% of the membership interests of Arminak & Associates, LLC ("Arminak") for the purchase price of approximately $67.7 million, which is included in the Company's Packaging reportable segment. The original purchase agreement provided the Company an option to purchase, and Arminak's previous owners an option to sell, the remaining 30% noncontrolling interest at specified dates in the future based on a multiple of earnings, as defined in the purchase agreement. The original combination of a noncontrolling interest and a redemption feature resulted in a redeemable noncontrolling interest, which was 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 upon acquisition, 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.

On March 11, 2014, in lieu of the put call option in the original purchase agreement, the Company entered into a new agreement to purchase the entire 30% noncontrolling interest in Arminak for a cash purchase price of $51.0 million. The purchase agreement also included additional contingent consideration of up to $7.0 million, with the amount to be earned based on the achievement of certain levels of 2015 financial performance. As of December 31, 2015, there is no estimated liability for the payout of contingent consideration as no amounts were earned.

As part of purchasing the remaining membership interest, the Company finalized the calculation of the redeemable noncontrolling interest as of March 11, 2014. Changes in the carrying amount of redeemable noncontrolling interest are summarized as follows:



	Redeemable Noncontrolling interest
	(dollars in thousands)
Balance, December 31, 2012	$	26,780
Distributions to noncontrolling interests	(2,710		)
Net income attributable to noncontrolling interests	4,520
Redemption value adjustments for noncontrolling interests	890
Balance, December 31, 2013	$	29,480
Distributions to noncontrolling interests	(580		)
Net income attributable to noncontrolling interests	810
Balance, March 11, 2014	$	29,710

The difference between the cash purchase price and final redeemable noncontrolling interest as of March 11, 2014 was recorded as a reduction in paid in capital, net of tax, as included in the accompanying consolidated statement of shareholders' equity.