-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DlX/04Og8iEoAYN1VhAn0PCipt5nCYExF/cIQUQDXoe0bmn9aGnO1vsup3V5qX/u yIrMYc4TrL9e7QBnkBnIrw== 0000842633-94-000002.txt : 19940525 0000842633-94-000002.hdr.sgml : 19940525 ACCESSION NUMBER: 0000842633-94-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMAS CORP CENTRAL INDEX KEY: 0000842633 STANDARD INDUSTRIAL CLASSIFICATION: 3452 IRS NUMBER: 382687639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10716 FILM NUMBER: 94528195 BUSINESS ADDRESS: STREET 1: 315 E EISENHOWER PKWY CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 3137477025 MAIL ADDRESS: STREET 1: 315 E EISENHOWER PKWY CITY: ANN ARBOR STATE: MI ZIP: 48108 10-Q 1 1ST QUARTER 1994 TRIMAS CORPORATION 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1994 Commission file number 1-10716 TRIMAS CORPORATION (Exact name of registrant as specified in its charter) Delaware 38-2687639 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 315 East Eisenhower Parkway, Ann Arbor, Michigan 48108 (Address of principal executive offices) (Zip Code) (313) 747-7025 (Telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares Outstanding at Class April 29, 1994 Common Stock, $.01 Par Value 36,645,901 TRIMAS CORPORATION INDEX Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets - March 31, 1994 and December 31, 1993 1 Consolidated Condensed Statements of Income for the Three Months Ended March 31, 1994 and 1993 2 Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 1994 and 1993 3 Notes to Consolidated Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis 5 of Financial Condition and Results of Operations Part II. Other Information and Signature 9 PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements TRIMAS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS March 31, December 31, 1994 1993 (Unaudited) Assets Current assets: Cash and cash equivalents $ 56,480,000 $ 69,770,000 Receivables 85,050,000 58,710,000 Inventories 79,850,000 76,700,000 Prepaid expenses 9,870,000 9,790,000 Total current assets 231,250,000 214,970,000 Property and equipment 164,160,000 162,230,000 Excess of cost over net assets of acquired companies 151,680,000 152,210,000 Notes receivable 8,180,000 8,160,000 Other assets 25,550,000 26,560,000 Total assets $580,820,000 $564,130,000 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 24,110,000 $ 20,330,000 Accrued liabilities 33,440,000 30,550,000 Current portion of long-term debt 320,000 320,000 Total current liabilities 57,870,000 51,200,000 Deferred income taxes and other 29,560,000 29,190,000 Long-term debt 238,660,000 238,890,000 Total liabilities 326,090,000 319,280,000 Shareholders' equity: Common stock, $.01 par value, authorized 100 million shares, outstanding 36.6 million shares 370,000 370,000 Paid-in capital 154,090,000 154,190,000 Retained earnings 101,430,000 91,700,000 Cumulative translation adjustments (1,160,000) (1,410,000) Total shareholders' equity 254,730,000 244,850,000 Total liabilities and shareholders' equity $580,820,000 $564,130,000 The accompanying notes are an integral part of the consolidated financial statements. 1 PAGE TRIMAS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1994 1993 Net sales $134,460,000 $106,920,000 Cost of sales (93,200,000) (74,150,000) Selling, general and administrative expenses (20,860,000) (17,260,000) Operating profit 20,400,000 15,510,000 Interest expense (2,840,000) (2,290,000) Other income (expense), net 630,000 860,000 (2,210,000) (1,430,000) Income before income taxes 18,190,000 14,080,000 Income taxes 7,360,000 5,660,000 Net income $ 10,830,000 $ 8,420,000 Preferred stock dividends, MascoTech, Inc. $ 1,750,000 Earnings available for common stock $ 10,830,000 $ 6,670,000 Earnings per common share: Primary $.29 $.23 Fully diluted $.28 $.23 Dividends declared per common share $.03 $.025 The accompanying notes are an integral part of the consolidated condensed financial statements. 2 PAGE TRIMAS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1994 1993 CASH FROM (USED FOR): OPERATIONS: Net income $10,830,000 $ 8,420,000 Adjustments to reconcile net income to net cash from operations: Depreciation and amortization 5,300,000 4,500,000 Deferred income taxes 300,000 100,000 (Increase) decrease in receivables (26,360,000) (18,490,000) (Increase) decrease in inventories (3,150,000) 490,000 Increase (decrease) in accounts payable and accrued liabilities 6,670,000 5,460,000 Other, net 920,000 (1,560,000) Net cash from (used for) operations (5,490,000) (1,080,000) INVESTMENTS: Capital expenditures (6,470,000) (4,550,000) Net cash from (used for) investments (6,470,000) (4,550,000) FINANCING: Long-term debt: Issuance Retirement (230,000) (20,000) Preferred stock dividends paid to MascoTech, Inc. (7,000,000) Common stock dividends paid (1,100,000) (720,000) Net cash from (used for) financing (1,330,000) (7,740,000) CASH AND CASH EQUIVALENTS: Increase (decrease) for the period (13,290,000) (13,370,000) At beginning of period 69,770,000 64,770,000 At end of period $56,480,000 $51,400,000 The accompanying notes are an integral part of the consolidated condensed financial statements. 3 PAGE TRIMAS CORPORATION AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements A. Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and such adjustments are of a normal recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1993. Certain amounts in the 1993 financial statements have been reclassified to conform with the current presentation. B. Inventories by component are as follows: March 31, December 31, 1994 1993 Finished goods $43,900,000 $41,950,000 Work in process 12,920,000 12,230,000 Raw material 23,030,000 22,520,000 $79,850,000 $76,700,000 C. Property and equipment reflects accumulated depreciation of $95.4 million and $92.3 million as of March 31, 1994 and December 31, 1993, respectively. 4 PAGE Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net sales during the first quarter of 1994 equalled $134.5 million, a new first quarter record, and represented a 25.8 percent increase over the first quarter of 1993. First quarter 1994 results include those of Lamons Metal Gasket Co. acquired in November, 1993. Net sales of the Towing Systems segment increased 17.7 percent to $41.7 million, compared to $35.4 million in the first quarter of 1993. This increase was due in part to increasing sales of new products introduced in the last two years, strengthening of segment sales to mass merchandisers and increased sales of marine aftermarket products. Sales of this segment, which follow seasonal patterns reflecting strong market demand in the second and third quarters, were also aided by a mix of new vehicle sales which continue to trend toward light trucks and sport utility vehicles. First quarter 1994 sales for the Specialty Fasteners segment were $35.3 million, a 15.6 percent increase over the same quarter in 1993. Increased sales to heavy-duty truck, distribution, and other original equipment industrial markets continue to favorably impact the performance of this segment. During the first quarter of 1994 the Company's new TriMas Fasteners, Inc. operation in central Indiana commenced first-stage production. 5 First quarter 1994 sales by the Specialty Container segment grew 67.0 percent over the prior year's first quarter results to $41.2 million. In addition to the impact of the Lamons Metal Gasket acquisition, sales of specialty container closures and compressed gas cylinders also improved as the industrial markets requiring these products continued to strengthen along with the general economy. The Corporate Companies segment first quarter sales of $16.3 million equalled last year's first quarter. The Company's consolidated gross margin percentage for the first quarter 1994 was 30.7 percent compared to 30.6 percent during last year's first quarter. Because of the seasonal factors relating to the Towing Systems segment and the volume sensitive nature of the Company's operations, gross margin recorded in the first quarter is typically less than that which is realized for the year. Maintaining high gross margins is an important operating strategy of the Company as it helps maximize earnings growth as a result of sales increases. Selling, general and administrative expense as a percentage of net sales decreased in the first quarter to 15.5 percent as compared to 16.1 percent in the prior year, reflecting the Company's volume sensitivity, ongoing cost containment efforts and higher overall sales. The Company's consolidated operating profit for the first quarter 1994 represented a 31.5 percent increase over operating profit for the first quarter of 1993. Operating profit for the first quarter 1994 equalled $20.4 million, or 15.2 percent of net sales compared to $15.5 million or 14.5 6 percent of net sales for the comparable period in 1993. Each of the four segments experienced an increase in operating profit over the first quarter of last year. Earnings available for common stock of $10.8 million equalled primary earnings per common share of $.29 on 37.0 million shares, compared to first quarter 1993 primary earnings per common share of $.23 on 29.1 million shares. The increase in common shares outstanding was the result of the conversion of the Company's $100 Convertible Participating Preferred Stock in December, 1993. Fully diluted earnings per common share were $.28 on 42.1 million shares in the first quarter 1994. Convertible securities did not have a dilutive effect in the first quarter of 1993. Liquidity, Working Capital and Cash Flows The Company's financial strategies include maintaining a relatively high level of liquidity. Historically, TriMas Corporation on an annual basis has generated sufficient cash flows from operating activities to fund capital expenditures, debt service and dividends, while maintaining its strategic level of liquidity. At March 31, 1994 the current ratio was 4.0 to 1 and working capital equalled $173.4 million, including $56.5 million of cash and cash equivalents. At December 31, 1993 the current ratio was 4.2 to 1 and working capital equalled $163.8 million. At March 31, 1994, the Company had available credit of $228.0 million under its revolving credit facility. 7 Cash and cash equivalents decreased $13.3 million and $13.4 million during the first quarter of 1994 and 1993, respectively. As a result of the seasonality of the Towing Systems segment, the Company's operating activities used $5.5 million during the first quarter 1994 and $1.1 million during the same quarter of 1993. An increase in first quarter sales compared to the preceding fourth quarter contributed to an increase in receivables of $26.4 million in the first quarter 1994 and $18.5 million in the first quarter of 1993. The cash flow resulting from these increased receivables is historically realized later in the year. Inventory levels increased $3.2 million during 1994's first quarter as Towing Systems segment businesses increased production in anticipation of 1994's peak selling season, during the second and third quarters. Capital expenditures equalled $6.5 million in the first quarter of 1994 and $4.6 million in the first quarter of 1993. Common stock dividends paid totalled $1.1 million for the first quarter of 1994 compared to $.7 million for the first quarter of 1993. Due to the conversion of the Company's Preferred Stock, no preferred dividends were paid during the 1994 first quarter, as compared to $7.0 million paid in 1993's first quarter. The Company believes its cash flows from operations, along with its borrowing capacity and access to financial markets, are adequate to fund its strategies for future growth, including working capital, expenditures for manufacturing expansion and efficiencies, market share initiatives, and corporate development activities. 8 PAGE PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 11 Computation of Earnings Per Common Share 12 Computation of Ratios of Earnings to Fixed Charges (b) Reports on Form 8-K: None were filed during the quarter ended March 31, 1994. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRIMAS CORPORATION Date: May 13, 1994 By: /s/William E. Meyers William E. Meyers Vice President - Controller (Chief accounting officer and authorized signatory) 9 EX-11 2 1ST QUARTER 1994 TRIMAS CORPORATION 10-Q EX 11 EXHIBIT INDEX Exhibit Number Description of Document 11 Computation of Earnings Per Common Share 12 Computation of Ratios of Earnings to Fixed Charges PAGE Exhibit 11 TRIMAS CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON SHARE (In Thousands, Except Per Share Amounts) Three Months Ended March 31, 1994 1993 Primary: Net income $10,830 $8,420 Preferred stock dividend requirement (1,750) Earnings available for common stock $10,830 $6,670 Weighted average common shares outstanding 36,644 28,867 Dilution of stock options 396 264 Weighted average common and common equivalent shares outstanding after assumed exercise of options 37,040 29,131 Primary earnings per common share $.29 $.23 Fully diluted: Net income $10,830 $8,420 Add after tax convertible debenture related expenses 920 Net income as adjusted $11,750 $8,420 Weighted average common shares outstanding 36,644 28,867 Dilution of stock options 396 281 Addition from assumed conversion of convertible preferred stock 7,778 Addition from assumed conversion of convertible debentures 5,083 Weighted average common and common equivalent shares outstanding on a fully diluted basis 42,123 36,926 Fully diluted earnings per common share $.28 $.23(A) (A) Assumed conversion of potentially dilutive securities has no effect on the primary earnings per share calculation. EX-12 3 1ST QUARTER 1994 TRIMAS CORPORATION 10-Q EX 12 Exhibit 12 TRIMAS CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Thousands) Three Months Ended March 31, 1994 1993 Earnings: Income before income taxes $18,190 $14,080 Fixed charges 3,090 2,480 Earnings before fixed charges $21,280 $16,560 Fixed Charges: Interest $2,900 $2,350 Portion of rental expense 220 160 Fixed charges $3,120 $2,510 Ratios of earnings to fixed charges 6.8 6.6 -----END PRIVACY-ENHANCED MESSAGE-----