TriMas (TRS) - 2019 Q4 - Annual Report

Forward-Looking Statements The report's forward-looking statements are identified by specific terminology and are subject to numerous risks and uncertainties - Forward-looking statements are identified by words such as 'may,' 'could,' 'should,' 'estimate,' 'project,' 'forecast,' 'intend,' 'expect,' 'anticipate,' 'believe,' 'target,' 'plan' or other comparable words[10] - Key risks and uncertainties include general economic and currency conditions, material and energy costs, intangible asset impairment, competitive factors, ability to realize business strategies, acquisition risks, information technology and cyber-related risks, supply constraints, market demand, intellectual property factors, litigation, government and regulatory actions (including tariffs), leverage, debt liabilities, labor disputes, changes to fiscal and tax policies, contingent liabilities, catastrophic events, Brexit, and tax considerations related to the Cequent spin-off[11] - The company cautions readers not to place undue reliance on these statements and does not undertake any obligation to review or confirm analysts' expectations or to release publicly any revisions, except as required by law[12] Trademarks and Service Marks The company asserts its ownership or rights to various trademarks, service marks, and trade names used in its business operations - The company owns or has rights to trademarks, service marks, or trade names used in connection with its business operations[14] - The company will assert its rights to copyrights, trademarks, service marks, trade names, and domain names to the fullest extent under applicable law[14] PART I Item 1. Business TriMas is a diversified global manufacturer for consumer, aerospace, and industrial markets, focusing on its Packaging and Aerospace segments 2019 Financial Highlights | Metric | Amount (Millions) | | :----------------------- | :---------------- | | Net Sales | $723.5 | | Operating Profit | $91.2 | | Net Cash from Operations | $95.7 | - Completed the divestiture of the Lamons business on December 20, 2019, for approximately $135 million in cash, reducing exposure to the oil and gas end market and allowing for greater focus on Packaging and Aerospace segments[19][141] - Competitive strengths include well-recognized and established brands (e g, Rieke, TriMas Aerospace, Norris Cylinder), innovative and proprietary manufacturing and product technologies, customer-focused solutions and long-term relationships, well-established distribution channels, and the TriMas Business Model (TBM) for continuous improvement[20][21] - Core growth strategy components include leveraging the TriMas Business Model, accelerating organic growth through innovation, expanding core platforms through strategic acquisitions (primarily Packaging and Aerospace), and driving enhanced cash conversion[22] Our Reportable Segments 2019 Segment Net Sales and Operating Profit | Segment | Net Sales (Millions) | Operating Profit (Millions) | | :----------------- | :------------------- | :------------------------ | | Packaging | $392.3 | $80.8 | | Aerospace | $164.8 | $28.4 | | Specialty Products | $166.4 | $16.6 | - Effective with the first quarter of 2020, the Martinic Engineering business will be reported in the Aerospace segment, moving from Specialty Products, to leverage machining competencies and achieve synergies from the RSA Engineered Products acquisition[23] Packaging Segment - The Packaging segment accounted for 54% of 2019 net sales, consisting primarily of the Rieke, Taplast, and Stolz brands[25] - Product offerings include specialty, highly-engineered polymeric and steel closure and dispensing systems for consumer packaging (cosmetic, personal care, pharmaceutical, household, food, beverage) and industrial markets[25][26] - In 2019, the company acquired Plastic Srl and Taplast S p A to expand its packaging platform, adding manufacturing and engineering capacity in Europe[27] - Competitive strengths include strong product innovation (e g, FlexSpout®, E-Commerce Trigger Sprayer, 59 patents filed in 2019), customized solutions for customer loyalty, and a global sales and manufacturing footprint across North America, Europe, and Asia[29][36] Aerospace Segment - The Aerospace segment accounted for 23% of 2019 net sales, comprising TriMas Aerospace, Monogram Aerospace Fasteners, Allfast Fastening Systems, and Mac Fasteners brands[37] - Products include highly-engineered fasteners, collars, blind bolts, and rivets for commercial, MRO, and military aerospace applications, often customer-specific and meeting rigorous industry standards[37][39] - Competitive strengths include a broad product portfolio of established brands, continuous product innovation (e g, Composi-Lok4®, Fastack® SC), and leading manufacturing capabilities with key certifications (AS9100, ISO9001, TSO, NADCAP)[39][40] Specialty Products Segment - The Specialty Products segment accounted for 23% of 2019 net sales, including Norris Cylinder, Arrow Engine Company, and Martinic Engineering brands[44] - Product offerings include highly-engineered steel cylinders (industrial, HVAC, healthcare, defense), natural gas powered wellhead engines/compressors (oil & gas, industrial), and precision machined parts (aerospace)[45][46] - Competitive strengths include leading market positions and strong brand names (Norris Cylinder is the only steel cylinder manufacturer in the U S ), comprehensive product offerings, and established distribution channels[50] TriMas' Acquisition Strategy - Capital allocation priorities include reinvesting in organic growth, executing treasury actions (share buybacks), and accelerating product and geographic expansion through strategic acquisitions[52] - Primary focus is on 'bolt-on' acquisitions to build out Packaging and Aerospace platforms, aiming to expand product offerings, gain new customers/markets, extend geographic footprint, and achieve scale/cost efficiencies[52] Materials and Supply Arrangements - Largest raw material purchases are for steel, polypropylene, polyethylene, other resins, aluminum, titanium, and copper, which are normally available from a variety of competing global suppliers[53][54] - The company manages raw material cost volatility through supplier relationships and pricing programs, generally able to recover increased costs from customers[55] Employees and Labor Relations - As of December 31, 2019, the company employed approximately 3,500 people, with about 50% located outside the United States and 22% unionized[56] - Employee relations are considered good, and there are no active union organizing activities at any facilities[57] Seasonality and Backlog - The company does not experience significant seasonal fluctuation, except for the fourth quarter, which typically has the lowest net sales due to holiday shutdowns and deferred capital spending[58] - Sales order backlog is not considered a material factor in the businesses due to their shorter-cycle nature[58] Environmental Matters - The company is subject to increasingly stringent environmental laws and regulations, including those related to air emissions, wastewater discharges, and chemical/hazardous waste management[59] - Costs of complying with environmental, health, and safety requirements have not been material to date, but future events, such as climate change regulations, could require significant expenses[59][60] Intangible Assets - Identified intangible assets totaled approximately $161.4 million at December 31, 2019, net of accumulated amortization, consisting of customer relationships, trademarks/trade names, and technology[61] - Customer relationship intangibles have useful lives ranging from five to 25 years, technology intangibles from one to 30 years, and trademarks/trade names are generally considered indefinite-lived assets[62][63][64] International Operations - Approximately 18.2% of net sales and 23.9% of long-lived assets for the year ended December 31, 2019, were derived from or located in international operations[65] - The company operates manufacturing facilities in China, Germany, India, Italy, Mexico, Slovakia, the United Kingdom, and Vietnam, in addition to its U S operations[65] - Export sales from the U S approximated $74.1 million in 2019[65] Item 1A. Risk Factors The company faces material risks from economic conditions, competition, strategic execution, trade policies, and operational disruptions - The company's financial performance is highly dependent on general economic conditions and exposure to competitive and cyclical industries, including industrial (oil and gas), aerospace, and consumer products[69][70] - Risks include the inability to successfully implement business strategies (acquisitions/divestitures), disruptions to manufacturing facilities (e g, natural disasters, cyber-attacks), significant developments in U S trade policies (e g, tariffs), increases in raw material or energy costs, and an increasingly concentrated customer base[71][76][78][79][80] - Other significant risks involve potential information system failures and cyber-attacks, dependence on subcontractors and suppliers, future impairment of significant goodwill and intangible assets ($496.0 million at Dec 31, 2019), compliance with and changes in tax laws, and substantial debt principal and interest payment requirements ($294.7 million outstanding debt at Dec 31, 2019) with restrictive covenants[82][84][86][87][89][91] - The company faces liabilities from product liability, recall, and warranty claims, including retained asbestos-related liability from the former Lamons business (4,759 claims pending at Dec 31, 2019, with $9.4 million in settlement costs to date)[94][95][96] - International operations (18.2% of 2019 net sales) expose the company to risks such as currency volatility, changes in government regulations, political/economic instability, public health crises (e g, coronavirus), and compliance with anti-bribery laws (FCPA)[107][109] Item 1B. Unresolved Staff Comments There are no unresolved staff comments from the Securities and Exchange Commission - Not applicable, indicating no unresolved staff comments[117] Item 2. Properties The company operates owned and leased manufacturing facilities globally, which are considered adequate for current production needs - Principal manufacturing facilities range in size from approximately 10,000 square feet to 255,000 square feet, with most being owned and generally well maintained[118] - Leases for manufacturing facilities expire from 2020 through 2029 and are generally renewable[118] - Substantially all owned U S real properties are subject to liens in connection with the company's credit facility[118] - The company has manufacturing and other facilities in the United States (Alabama, Arkansas, Arizona, California, Indiana, Kansas, Ohio, Oklahoma, Texas) and internationally (China, Germany, India, Italy, Mexico, Slovakia, United Kingdom, Vietnam)[119] Item 3. Legal Proceedings Detailed information regarding the company's legal proceedings is provided in Note 14, 'Commitments and Contingencies' - Information regarding legal proceedings is provided in Note 14, 'Commitments and Contingencies,' within Item 8, 'Financial Statements and Supplementary Data'[120] Item 4. Mine Safety Disclosures This item states that there are no mine safety disclosures applicable to the company - Not applicable, indicating no mine safety disclosures[121] Supplementary Item. Information about our Executive Officers This section provides brief biographical information for TriMas Corporation's key executive officers as of December 31, 2019 - Thomas A Amato, age 56, was appointed President and Chief Executive Officer in July 2016[122] - Robert J Zalupski, age 60, was appointed Chief Financial Officer in January 2015[123] - Joshua A Sherbin, age 56, was appointed General Counsel and Corporate Secretary in 2005 and Senior Vice President in March 2016[124] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ, with earnings retained for operations and a share repurchase program in place - TriMas common stock is listed for trading on the NASDAQ Global Select Market under the symbol 'TRS'[127] - As of February 21, 2020, there were 192 holders of record of the company's common stock[127] - The company did not pay dividends in 2019 or 2018, with a policy to retain earnings for debt repayment and to finance operations and acquisitions[128] Issuer Purchases of Equity Securities (Q4 2019) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) | | :-------------------------------- | :----------------------- | :---------------------- | :---------------------------------------------- | :------------------------------------------------ | | October 1, 2019 to October 31, 2019 | 3,872 | $29.01 | 3,872 | $41,653,214 | | November 1, 2019 to November 30, 2019 | 302,650 | $30.89 | 302,650 | $107,304,356 | | December 1, 2019 to December 31, 2019 | 200,000 | $30.96 | 200,000 | $101,112,683 | | Total | 506,522 | $30.90 | 506,522 | $101,112,683 | - In November 2019, the Board of Directors increased the common stock share repurchase authorization to $150 million in aggregate; during 2019, the company repurchased 1,230,050 shares for approximately $36.7 million[135][156] Item 6. Selected Financial Data This item presents a five-year summary of selected historical financial data from continuing operations derived from audited statements Selected Financial Data (Continuing Operations, 2015-2019) | Metric | 2019 | 2018 | 2017 | 2016 | 2015 | | :-------------------------------- | :--------- | :--------- | :--------- | :--------- | :--------- | | Statement of Operations Data: | | | | | | | Net sales (in thousands) | $723,530 | $705,030 | $656,160 | $635,030 | $670,590 | | Gross profit (in thousands) | $193,900 | $200,110 | $189,280 | $181,110 | $212,390 | | Operating profit (loss) (in thousands) | $91,220 | $108,810 | $92,720 | $(29,430) | $91,560 | | Income (loss) from continuing operations (in thousands) | $61,940 | $73,710 | $35,960 | $(27,600) | $45,570 | | Basic EPS (Continuing operations) | $1.37 | $1.61 | $0.79 | $(0.61) | $1.01 | | Diluted EPS (Continuing operations) | $1.36 | $1.60 | $0.78 | $(0.61) | $1.00 | | Balance Sheet Data: | | | | | | | Total assets (in thousands) | $1,192,700 | $1,100,520 | $1,033,200 | $1,051,650 | $1,170,300 | | Total debt (in thousands) | $294,690 | $293,560 | $303,080 | $374,650 | $419,630 | | Goodwill and other intangibles (in thousands) | $496,030 | $484,540 | $505,780 | $519,800 | $641,490 | - During 2016, the company recorded goodwill and indefinite-lived intangible asset impairment charges totaling approximately $98.9 million[137] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Management provides a detailed analysis of financial condition and results, covering segment performance, liquidity, and market risks Introduction - TriMas is a diversified global manufacturer of products for customers primarily in the consumer products, aerospace, and industrial end markets[140] - In December 2019, the company completed the sale of its Lamons division, a strategic step to simplify its portfolio, significantly reduce exposure to the oil and gas end market, and focus on Packaging and Aerospace segments[141] Key Factors and Risks Affecting Our Reported Results - Net sales increased by approximately $18.5 million in 2019, primarily driven by acquisitions in the Packaging segment, partially offset by declines in North American industrial, food and beverage, and oil and gas-related products[143][161] - Gross profit and operating profit decreased in 2019 compared to 2018 due to a less favorable product sales mix (including lower-margin acquisition sales), higher freight costs, and non-operating liabilities[143][162][163] - Significant drivers of change in 2019 included the impact of two acquisitions (Plastic Srl and Taplast) contributing $35.3 million in sales, a decline in industrial end market sales, and non-cash settlements of previously recorded liabilities (e g, $8.2 million Metaldyne liability termination in 2018 not repeating, $3.9 million contingent liability reversal in Packaging in 2019)[144][145][146][147][148] - The company purchased 1,230,050 shares of common stock for approximately $36.7 million in 2019 and 442,632 shares for $12.1 million in 2018, following increased share repurchase authorizations[156] Segment Information and Supplemental Analysis Segment Financial Performance (2017-2019, in thousands) | Metric | 2019 | 2018 | 2017 | | :-------------------------------- | :--------- | :--------- | :--------- | | Net Sales: | | | | | Packaging | $392,340 | $368,200 | $344,570 | | Aerospace | $164,840 | $156,380 | $154,050 | | Specialty Products | $166,350 | $180,450 | $157,540 | | Total Net Sales | $723,530 | $705,030 | $656,160 | | Gross Profit: | | | | | Packaging | $116,180 | $119,620 | $116,620 | | Aerospace | $49,960 | $45,210 | $45,060 | | Specialty Products | $27,760 | $35,280 | $27,600 | | Total Gross Profit | $193,900 | $200,110 | $189,280 | | Operating Profit (Loss): | | | | | Packaging | $80,770 | $84,590 | $80,610 | | Aerospace | $28,400 | $24,930 | $24,960 | | Specialty Products | $16,550 | $23,350 | $17,280 | | Corporate | $(34,500) | $(24,060) | $(30,130) | | Total Operating Profit | $91,220 | $108,810 | $92,720 | | Capital Expenditures: | | | | | Packaging | $16,400 | $13,590 | $17,140 | | Aerospace | $6,280 | $820 | $2,800 | | Specialty Products | $6,920 | $4,120 | $4,310 | | Corporate | $70 | $4,890 | $9,460 | | Total Capital Expenditures | $29,670 | $23,420 | $33,710 | | Depreciation and Amortization: | | | | | Packaging | $24,650 | $21,620 | $21,630 | | Aerospace | $13,700 | $13,900 | $13,290 | | Specialty Products | $4,870 | $4,690 | $5,210 | | Corporate | $280 | $280 | $180 | | Total Depreciation and Amortization | $43,500 | $40,490 | $40,310 | Results of Operations Year Ended December 31, 2019 Compared with Year Ended December 31, 2018 - Net sales increased by approximately $18.5 million (2.6%) to $723.5 million in 2019, driven by $35.3 million from Packaging acquisitions and $12.2 million higher sales in health, beauty, and home care, and $8.4 million higher sales in Aerospace; these increases were partially offset by a $19.8 million decline in industrial-related products, $11.8 million lower food and beverage sales, and $5.8 million unfavorable currency exchange[161] - Gross profit margin decreased from 28.4% in 2018 to 26.8% in 2019, primarily due to a less favorable product sales mix (including lower-margin acquisition sales), higher freight and conversion costs, and unfavorable currency exchange[162] - Operating profit decreased by $17.6 million to $91.2 million in 2019 (12.6% margin) from $108.8 million in 2018 (15.4% margin), largely due to the non-recurrence of an $8.2 million non-cash reduction in corporate SG&A from a legacy liability termination in 2018, increased purchase accounting expenses, and professional fees, partially offset by a $3.9 million non-cash reversal of a contingent liability in Packaging[163] - Income from continuing operations decreased by $11.8 million to $61.9 million in 2019[166] Packaging Segment Performance (2019 vs. 2018) - Net sales increased by $24.1 million (6.6%) to $392.3 million, driven by the Taplast and Plastic Srl acquisitions ($35.3 million) and higher demand in health, beauty, and home care, but offset by declines in food and beverage and industrial markets, and unfavorable currency exchange[168] - Gross profit decreased by $3.4 million to $116.2 million (29.6% of sales), impacted by higher freight costs ($3.2 million), unfavorable currency exchange ($2.0 million), and a less favorable product sales mix from acquired businesses[169] - Operating profit decreased by $3.8 million to $80.8 million (20.6% of sales)[171] Aerospace Segment Performance (2019 vs. 2018) - Net sales increased by $8.4 million (5.4%) to $164.8 million, driven by steady demand for fastener products and improved production throughput[172] - Gross profit increased by $4.8 million to $50.0 million (30.3% of sales), benefiting from higher sales, production efficiencies, and a favorable product sales mix of highly-engineered fasteners[173] - Operating profit increased by $3.5 million to $28.4 million (17.2% of sales)[175] Specialty Products Segment Performance (2019 vs. 2018) - Net sales decreased by $14.1 million (7.8%) to $166.4 million, primarily due to lower demand for oil and gas applications ($7.1 million decrease) and industrial cylinder products ($6.7 million decrease)[177] - Gross profit decreased by $7.5 million to $27.8 million (16.7% of sales), mainly due to lower sales, reduced fixed cost absorption, and higher conversion costs[178] - Operating profit decreased by $6.8 million to $16.6 million (9.9% of sales)[180] Corporate Expenses (2019 vs. 2018) - Corporate expenses increased by approximately $10.4 million to $34.5 million in 2019, primarily due to the non-recurrence of an $8.2 million non-cash reduction in legacy expenses from the Metaldyne liability termination in 2018, and increased professional fees for corporate development activities[181] Discontinued Operations (2019 vs. 2018) - Income from discontinued operations (Lamons business), net of income taxes, was $36.7 million for 2019, a significant increase from $9.6 million in 2018, primarily due to a pre-tax gain on sale of approximately $38.9 million[182][345] Year Ended December 31, 2018 Compared with Year Ended December 31, 2017 - Net sales increased by approximately $48.9 million (7.4%) to $705.0 million in 2018, driven by increases across all three reportable segments, particularly industrial cylinder products ($16.2 million), oil and gas applications ($7.4 million), and health, beauty, and home care products ($15.6 million)[183] - Operating profit increased by $16.1 million to $108.8 million in 2018 (15.4% margin) from $92.7 million in 2017 (14.1% margin), primarily due to higher sales levels and an $8.2 million reduction of the Metaldyne liability[185] - Income tax expense decreased by $15.3 million to $18.7 million in 2018, with the effective income tax rate decreasing to 20.2% (from 48.5% in 2017) due to the Tax Reform Act and related adjustments[188] - Income from continuing operations increased by $37.8 million to $73.7 million in 2018[189] Packaging Segment Performance (2018 vs. 2017) - Net sales increased by $23.6 million (6.9%) to $368.2 million, driven by health, beauty, and home care products, industrial closures, and favorable currency exchange[191] - Gross profit increased by $3.0 million to $119.6 million (32.5% of sales), benefiting from higher sales and lower facility exit costs, despite higher steel and resin-based material costs and pricing pressures[192] - Operating profit increased by $4.0 million to $84.6 million (23.0% of sales)[194] Aerospace Segment Performance (2018 vs. 2017) - Net sales increased by $2.3 million (1.5%) to $156.4 million, driven by higher fastener sales consistent with new aircraft build rates[195] - Operating profit remained relatively flat at $24.9 million (15.9% of sales), as higher sales were offset by lower profit from a standard fastener product facility and increased selling, general, and administrative expenses[198] Specialty Products Segment Performance (2018 vs. 2017) - Net sales increased by $22.9 million (14.5%) to $180.5 million, driven by higher extraction activity in oil and gas applications ($7.4 million increase) and increased demand for steel cylinders ($16.2 million increase)[200] - Gross profit increased by $7.7 million to $35.3 million (19.6% of sales), benefiting from higher sales, leveraged fixed costs, and improved margins for machined components, partially offset by $2 million higher input costs[201] - Operating profit increased by $6.1 million to $23.4 million (12.9% of sales)[203] Corporate Expenses (2018 vs. 2017) - Corporate expenses decreased by $6.0 million to $24.1 million in 2018, primarily due to an $8.2 million non-cash reduction in legacy expenses from the Metaldyne liability termination, partially offset by increased professional fees and incentive compensation[204] Discontinued Operations (2018 vs. 2017) - Income from discontinued operations (Lamons business), net of income taxes, was $9.6 million for 2018, a significant improvement from a $5.0 million loss in 2017[205] Liquidity and Capital Resources - Cash flows provided by operating activities of continuing operations were approximately $95.7 million in 2019, down from $110.8 million in 2018[206] - Net cash provided by investing activities was $31.3 million in 2019, primarily due to $128.1 million from the disposition of assets (mainly Lamons sale), offset by $67.1 million for acquisitions and $29.7 million in capital expenditures[209] - Net cash used for financing activities was $40.4 million in 2019, primarily for $36.7 million in common stock purchases[210] - The company has $300.0 million in 4 875% Senior Notes due October 2025 and a $300.0 million senior secured revolving credit facility, which had no amounts outstanding at December 31, 2019, with $283.9 million potentially available[211][213][222] Debt Covenants Compliance (Dec 31, 2019) | Covenant | Requirement | Actual | | :----------------------------- | :---------- | :--------- | | Maximum Total Net Leverage Ratio | 4.00 to 1.00 | 1.31 to 1.00 | | Maximum Senior Secured Net Leverage Ratio | 3.50 to 1.00 | n/m | | Minimum Interest Expense Coverage Ratio | 3.00 to 1.00 | 12.99 to 1.00 | - The company was in compliance with all financial and other covenants contained in the Credit Agreement as of December 31, 2019[216] Market Risk - The company is exposed to market risk from fluctuations in commodity prices, foreign currency exchange rates, and interest rates[229][231] - Derivative financial instruments, such as cross-currency swap agreements, are used to manage currency risks associated with foreign currency-denominated cash flows and net investments in foreign subsidiaries[230] - Historically, interest rate swap agreements were used to manage interest rate risk on long-term debt, though no variable-rate borrowings were outstanding at December 31, 2019[231] Contractual Obligations and Off-Balance Sheet Arrangements Contractual Cash Obligations (Dec 31, 2019, in thousands) | Obligation | Total | Less than One Year | 1 - 3 Years | 3 - 5 Years | More than 5 Years | | :------------------------ | :---------- | :----------------- | :---------- | :---------- | :---------------- | | Long-term debt | $300,000 | $— | $— | $— | $300,000 | | Operating lease obligations | $36,500 | $7,600 | $12,160 | $7,420 | $9,320 | | Benefit obligations | $13,810 | $1,050 | $2,300 | $2,630 | $7,830 | | Interest obligations | $87,760 | $14,630 | $29,250 | $29,250 | $14,630 | | Total | $438,070 | $23,280 | $43,710 | $39,300 | $331,780 | - As of December 31, 2019, the company had a $300.0 million revolving credit facility with no outstanding balance[236] - The company was contingently liable for standby letters of credit totaling $16.1 million as of December 31, 2019[237] Credit Rating - Moody's affirmed a Ba3 rating for the company's Senior Notes and a Ba2 Corporate Family Rating with a stable outlook on June 7, 2019[239] - Standard & Poor's affirmed a BB- rating for senior unsecured debt and a BB corporate credit rating with a stable outlook on February 12, 2020[239] - A decline in credit ratings could limit access to financial markets, increase borrowing costs, and negatively impact perception among stakeholders[239] Outlook - Despite challenging macroeconomic and industrial end market conditions in 2019, the company mitigated impacts through its TriMas Business Model, achieving sales increases from Packaging acquisitions and strong Aerospace demand[240] - The sale of Lamons reduced exposure to highly cyclical energy-related end markets, allowing for a greater focus on core Packaging and Aerospace platforms[240] - The company plans to prioritize growth programs in Packaging and Aerospace, align cost structures with customer demand (especially in Specialty Products), leverage the TBM for continuous improvement, and seek lower-cost input sources[243] - The company is not anticipating significant improvements in its end markets, particularly given economic uncertainty around foreign trade policies[242] Impact of New Accounting Standards - Information regarding the impact of new accounting standards is detailed in Note 2, 'New Accounting Pronouncements,' within Item 8, 'Financial Statements and Supplementary Data'[244] Critical Accounting Policies - Critical accounting policies involve significant management judgment and assumptions for receivables, depreciation and amortization, impairment of long-lived assets and definite-lived intangible assets, goodwill and indefinite-lived intangibles, pension benefits, income taxes, and other loss reserves[245] - Goodwill and indefinite-lived intangible assets are assessed for impairment annually (October 1) at the reporting unit level through qualitative and, if necessary, quantitative assessments; no impairment indications were found in 2019 or 2018[249][253] - Other loss reserves, including those for environmental, asbestos, and litigation claims, are accrued based on estimates of ultimate liability and actuarial assumptions, with the company generally participating in high deductible insurance programs[258] Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risks from commodity prices, currency rates, and interest rates, which it manages using derivatives - The company is exposed to market risk associated with fluctuations in commodity prices, insurable risks (property damage, employee and liability claims), and other uncertainties in the financial and credit markets[260] - Foreign currency risk is managed using derivative financial instruments, such as cross-currency swap agreements, to mitigate the impact of currency rate volatility on cash flows and net investments in foreign subsidiaries[261] - The company may also be subject to interest rate risk related to long-term debt and has historically employed derivative instruments like interest rate swaps to mitigate variable interest rate risk, though no variable-rate borrowings were outstanding at December 31, 2019[262] Item 8. Financial Statements and Supplementary Data This item presents the company's audited consolidated financial statements and the independent auditor's unqualified opinion Report of Independent Registered Public Accounting Firm - Deloitte & Touche LLP issued an unqualified opinion on the company's consolidated financial statements for the three years ended December 31, 2019, and on the effectiveness of its internal control over financial reporting as of December 31, 2019[264][265] - Goodwill for the Aerospace Reporting Unit ($134 million as of December 31, 2019) was identified as a critical audit matter due to the significant subjective judgments involved in management's qualitative assessment of impairment[269][271][272] Consolidated Financial Statements Consolidated Balance Sheet (Dec 31, 2019 vs. 2018, in thousands) | Metric | 2019 | 2018 | | :-------------------------------- | :--------- | :--------- | | Cash and cash equivalents | $172,470 | $108,150 | | Receivables, net | $108,860 | $97,170 | | Inventories | $132,660 | $127,160 | | Total current assets | $434,040 | $411,810 | | Property and equipment, net | $214,330 | $171,950 | | Operating lease right-of-use assets | $27,850 | $— | | Goodwill | $334,640 | $316,650 | | Other intangibles, net | $161,390 | $167,890 | | Total assets | $1,192,700 | $1,100,520 | | Accounts payable | $72,670 | $67,420 | | Accrued liabilities | $42,020 | $43,890 | | Total current liabilities | $119,790 | $141,730 | | Long-term debt, net | $294,690 | $293,560 | | Operating lease liabilities | $23,100 | $— | | Total liabilities | $495,220 | $480,070 | | Total shareholders' equity | $697,480 | $620,450 | Consolidated Statement of Income (Years Ended Dec 31, 2019, 2018, 2017, in thousands) | Metric | 2019 | 2018 | 2017 | | :------------------------------------------------ | :--------- | :--------- | :--------- | | Net sales | $723,530 | $705,030 | $656,160 | | Gross profit | $193,900 | $200,110 | $189,280 | | Operating profit | $91,220 | $108,810 | $92,720 | | Income from continuing operations | $61,940 | $73,710 | $35,960 | | Income (loss) from discontinued operations, net of income taxes | $36,680 | $9,590 | $(5,000) | | Net income | $98,620 | $83,300 | $30,960 | | Basic earnings (loss) per share: Net income per share | $2.18 | $1.82 | $0.68 | | Diluted earnings (loss) per share: Net income per share | $2.16 | $1.80 | $0.67 | Consolidated Statement of Cash Flows (Years Ended Dec 31, 2019, 2018, 2017, in thousands) | Metric | 2019 | 2018 | 2017 | | :------------------------------------------------ | :--------- | :--------- | :--------- | | Net cash provided by operating activities of continuing operations | $95,710 | $110,780 | $118,810 | | Net cash provided by (used for) investing activities of continuing operations | $31,320 | $(23,360) | $(29,290) | | Net cash used for financing activities of continuing operations | $(40,360) | $(23,950) | $(80,840) | | Cash and Cash Equivalents at end of year | $172,470 | $108,150 | $27,580 | Notes to Consolidated Financial Statements Basis of Presentation (Note 1) - TriMas Corporation is a diversified industrial manufacturer of products for customers primarily in the consumer products, aerospace, and industrial end markets[292] - In the first quarter of 2019, the company reclassified its Stanton, California, and Tolleson, Arizona, machined components operations from the Aerospace segment to the Specialty Products segment[293] - The sale of the Lamons business was completed on December 20, 2019, and its financial results are presented as discontinued operations for all periods[294] New Accounting Pronouncements (Note 2) - The company is assessing the impact of ASU 2019-12 (Income Taxes) and ASU 2018-14 (Defined Benefit Plans), both effective for fiscal years beginning after December 15, 2020[296][297] - ASU 2017-04 (Goodwill Impairment) will be adopted effective January 1, 2020, with no significant impact expected[298] - The company adopted ASU 2018-02 (Reclassification of Certain Tax Effects from AOCI) and ASU 2016-02 (Leases) on January 1, 2019; adoption of ASU 2016-02 resulted in the recognition of approximately $32 million of right-of-use assets and lease liabilities[299][301] Summary of Significant Accounting Policies (Note 3) - The preparation of financial statements requires management to make significant estimates and assumptions, including for property and equipment, goodwill and other intangibles, receivables, inventories, deferred income tax assets, derivatives, and various loss reserves[303] - Goodwill and indefinite-lived intangible assets are assessed for impairment annually (October 1 test date) through qualitative and, if necessary, quantitative assessments[310][314][317] - Revenue is recognized when control of promised goods is transferred to customers, generally upon shipment, based on observed stand-alone selling prices less estimates for returns, trade discounts, and customer allowances[322] - Income taxes are computed using the asset and liability method, with deferred income taxes provided for temporary differences and valuation allowances determined based on the likelihood of realization[327] Acquisitions (Note 4) - In April 2019, the company acquired Taplast S p A for approximately $44.7 million, a designer and manufacturer of dispensers, closures, and containers for beauty, personal care, household, and food and beverage packaging end markets[339] - In January 2019, the company acquired Plastic Srl for approximately $22.4 million, a manufacturer of single-bodied and assembled polymeric caps and closures for home care product applications[340] - These acquisitions contributed $35.3 million of sales to the Packaging segment during 2019 and resulted in approximately $1.2 million of non-cash purchase accounting-related expenses[145][341] Discontinued Operations (Note 5) - On December 20, 2019, the company completed the sale of its Lamons business for a purchase price of $135 million, resulting in net cash proceeds of approximately $110.9 million[342][345] - The company recorded a pre-tax gain on sale of approximately $38.9 million, which included the recognition of previously deferred non-cash foreign currency translation losses of approximately $12.4 million[345] - The financial results of Lamons are presented as discontinued operations for all periods, with income from discontinued operations, net of income taxes, of $36.7 million in 2019, $9.6 million in 2018, and a loss of $5.0 million in 2017[346][347] Assets and Liabilities of Discontinued Operations (Dec 31, 2018, in thousands) | Metric | 2018 | | :-------------------------------- | :--------- | | Total current assets | $72,430 | | Property and equipment, net | $15,850 | | Other intangibles, net | $6,640 | | Total assets | $95,370 | | Total current liabilities | $30,420 | | Deferred income taxes | $2,230 | | Total liabilities | $32,650 | Revenue (Note 6) Disaggregated Net Sales by Customer End Market (in thousands) | Customer End Markets | 2019 | 2018 | 2017 | | :------------------- | :--------- | :--------- | :--------- | | Consumer | $307,640 | $276,740 | $259,470 | | Aerospace | $194,110 | $185,920 | $184,310 | | Industrial | $221,780 | $242,370 | $212,380 | | Total net sales | $723,530 | $705,030 | $656,160 | - The Packaging segment earns revenues from the consumer and industrial end markets, the Aerospace segment from the aerospace end market, and the Specialty Products segment from the industrial and aerospace end markets[350] Goodwill and Other Intangible Assets (Note 7) - The company performed qualitative assessments for goodwill impairment in 2019, 2018, and 2017, concluding no indications that the fair value of a reporting unit was less than its carrying amount, thus quantitative assessments were not required for most units[351][357] - During the three months ended March 31, 2019, goodwill was reallocated due to the movement of machined products operations from the Aerospace reporting unit to the Specialty Products reporting unit, resulting in an allocation of $12.7 million and $133.7 million, respectively[353] Changes in Goodwill Carrying Amount (in thousands) | Segment | Dec 31, 2019 | Dec 31, 2018 | Dec 31, 2017 | | :----------------- | :----------- | :----------- | :----------- | | Packaging | $181,650 | $163,660 | $166,400 | | Aerospace | $133,690 | $146,430 | $146,430 | | Specialty Products | $19,300 | $6,560 | $6,560 | | Total | $334,640 | $316,650 | $319,390 | Other Intangible Assets (Dec 31, 2019, in thousands) | Intangible Category | Gross Carrying Amount | Accumulated Amortization | | :-------------------------------- | :-------------------- | :----------------------- | | Customer relationships | $196,140 | $(105,920) | | Technology and other | $95,730 | $(67,410) | | Trademark/Trade names (indefinite-lived) | $42,850 | $— | | Total other intangible assets | $334,720 | $(173,330) | Total Amortization Expense (in thousands) | Year | Amount | | :--- | :--------- | | 2019 | $18,630 | | 2018 | $18,260 | | 2017 | $18,540 | Inventories (Note 8) - Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (FIFO) method[306] Inventories Components (Dec 31, in thousands) | Component | 2019 | 2018 | | :-------------- | :--------- | :--------- | | Finished goods | $68,350 | $64,560 | | Work in process | $30,560 | $28,420 | | Raw materials | $33,750 | $34,180 | | Total inventories | $132,660 | $127,160 | Property and Equipment, Net (Note 9) - Property and equipment additions and significant improvements are recorded at cost, and depreciation is computed principally using the straight-line method[307][308] Property and Equipment, Net (Dec 31, in thousands) | Component | 2019 | 2018 | | :-------------------------- | :--------- | :--------- | | Land and land improvements | $19,110 | $15,580 | | Building and building improvements | $84,880 | $69,800 | | Machinery and equipment | $326,990 | $287,260 | | Less: Accumulated depreciation | $(216,650) | $(200,690) | | Property and equipment, net | $214,330 | $171,950 | Total Depreciation Expense (in thousands) | Year | Amount | | :--- | :--------- | | 2019 | $24,870 | | 2018 | $22,230 | | 2017 | $21,770 | Accrued Liabilities (Note 10) Accrued Liabilities Components (Dec 31, in thousands) | Component | 2019 | 2018 | | :---------------------- | :--------- | :--------- | | Accrued payroll | $16,390 | $17,950 | | High deductible insurance | $5,720 | $6,080 | | Other | $19,910 | $19,860 | | Total accrued liabilities | $42,020 | $43,890 | Long-term Debt (Note 11) - The company's long-term debt primarily consists of $300.0 million aggregate principal amount of 4 875% Senior Notes due October 15, 2025[369][370] - The company has a $300.0 million senior secured revolving credit facility, maturing September 20, 2022, which permits borrowings denominated in specific foreign currencies; no amounts were outstanding under this facility at December 31, 2019[375][378] - As of December 31, 2019, the company was in compliance with all financial covenants contained in the Credit Agreement[381] Long-term Debt Maturities (Dec 31, 2019, in thousands) | Year Ending December 31: | Future Maturities | | :----------------------- | :---------------- | | Thereafter | $300,000 | | Total | $300,000 | - The fair value of the Senior Notes was $309.0 million at December 31, 2019, compared to a carrying amount of $300.0 million[384] Derivative Instruments (Note 12) - In October 2018, the company entered into cross-currency swap agreements to hedge its net investment in Euro-denominated assets against future exchange rate volatility, designated as net investment hedges[388] - The fair value carrying amount of cross-currency swaps designated as hedging instruments was an asset of $4.46 million at December 31, 2019[392] - The company historically used interest rate swap agreements as cash flow hedges for its long-term debt, which were de-designated and terminated in September 2017, resulting in a cash payment of approximately $4.7 million[390][391] - As of December 31, 2019, the company was party to foreign currency exchange forward contracts with notional amounts of approximately $104.2 million to economically hedge foreign currency rates, which are not designated as hedging instruments[395] Leases (Note 13) - The company adopted the New Lease Standard (ASU 2016-02) on January 1, 2019, recognizing approximately $32 million of right-of-use assets and lease liabilities from continuing operations[301] - Total lease cost for the year ended December 31, 2019, was approximately $7.52 million[400] Maturities of Lease Liabilities (Dec 31, 2019, in thousands) | Year ended December 31, | Operating Leases | | :---------------------- | :--------------- | | 2020 | $7,600 | | 2021 | $6,520 | | 2022 | $5,640 | | 2023 | $4,210 | | 2024 | $3,210 | | Thereafter | $9,320 | | Total lease payments | $36,500 | | Less: Imputed interest | $(8,300) | | Present value of lease liabilities | $28,200 | - The weighted-average remaining term of operating leases was approximately 6.0 years, and the weighted-average discount rate was approximately 5.0% as of December 31, 2019[403] Commitments and Contingencies (Note 14) - The company is subject to increasingly stringent environmental laws and regulations; costs of compliance have not been material to date, but future events could result in material environmental liabilities[406][407] - As of December 31, 2019, the company was a party to 346 pending cases involving 4,759 claimants primarily alleging personal injury from asbestos-containing materials from its former Lamons business[408] - Total settlement costs (exclusive of defense costs) for asbestos cases have been approximately $9.4 million to date; the company's primary insurance exhausted in November 2018, and it now relies on a coverage-in-place agreement with excess carriers[414] - The company believes that asbestos cases will not have a material adverse effect on its financial position, results of operations, or cash flows[415] - The liability to Metaldyne Corporation, assumed in 2002, was terminated in January 2018, resulting in an approximate $8.2 million non-cash reduction in selling, general and administrative expenses[420] Employee Benefit Plans (Note 15) - The company provides a defined contribution profit sharing plan for most domestic employees, with aggregate charges of approximately $4.6 million in 2019[422] - Certain non-U S and union hourly employees participate in defined benefit pension plans, with net periodic pension benefit expense of $1.3 million in 2019[422][423] - During 2018, the company recognized one-time settlement and curtailment charges of approximately $2.6 million, including $2.5 million for the purchase of an annuity contract to transfer certain U S retiree defined benefit obligations[424] - The funded status of defined benefit pension plans at December 31, 2019, was a net liability of $(6.32) million[430] Plan Assets Allocation (Dec 31, 2019) | Asset Class | Domestic Pension (Actual) | Foreign Pension (Actual) | | :---------------- | :------------------------ | :----------------------- | | Equity securities | 62% | 30% | | Fixed income | 34% | 46% | | Diversified growth | —% | 23% | | Cash and other | 4% | 1% | | Total | 100% | 100% | Equity Awards (Note 16) - The company did not grant any stock options during 2019, 2018, and 2017; 150,000 stock options were outstanding and exercisable at December 31, 2019[444][445] - Restricted Stock Units (RSUs) are granted with service conditions (vesting ratably over three years for employees, one year for non-employee directors) and performance-based conditions (50% based on EPS CAGR, 50% on TSR relative to peers for key employees)[447][448][450] - As of December 31, 2019, there were 622,528 unvested restricted shares outstanding, with approximately $7.7 million of unrecognized compensation cost[452] - Stock-based compensation expense related to restricted shares was approximately $5.7 million in 2019, and for stock options was approximately $0.1 million[446][453] Earnings per Share (Note 17) Weighted Average Common Shares (Years Ended Dec 31) | Metric | 2019 | 2018 | 2017 | | :-------------------------------- | :----------- | :----------- | :----------- | | Weighted average common shares—basic | 45,303,659 | 45,824,555 | 45,682,627 | | Weighted average common shares—diluted | 45,595,154 | 46,170,464 | 45,990,252 | - The dilutive effect in 2019 included 224,946 shares from restricted share awards and 66,549 shares from stock options[454] - The company purchased 1,230,050 shares of its common stock for approximately $36.7 million in 2019 and 442,632 shares for $12.1 million in 2018[457] Other Comprehensive Income (Note 18) Changes in Accumulated Other Comprehensive Income (AOCI) (Year Ended Dec 31, 2019, in thousands) | Component | Defined Benefit Plans | Derivative Instruments | Foreign Currency Translation | Total | | :--------------------------------------- | :-------------------- | :--------------------- | :--------------------------- | :---------- | | Balance, December 31, 2018 | $(7,200) | $940 | $(10,590) | $(16,850) | | Net unrealized gains (losses) arising during the period | $(1,870) | $3,300 | $(2,060) | $(630) | | Less: Net realized losses reclassified to net income | $(400) | $— | $(12,350) | $(12,750) | | Net current-period other comprehensive income (loss) | $(1,470) | $3,300 | $10,290 | $12,120 | | Reclassification of stranded tax effects | $(1,260) | $(10) | $— | $(1,270) | | Balance, December 31, 2019 | $(9,930) | $4,230 | $(300) | $(6,000) | Segment Information (Note 19) - TriMas is organized into three reportable segments: Packaging, Aerospace, and Specialty Products, with no individual products or product families accounting for more than 10% of consolidated net sales[462][463] Segment Financial Performance (2017-2019, in thousands) | Metric | 2019 | 2018 | 2017 | | :-------------------------------- | :--------- | :--------- | :--------- | | Net Sales: | | | | | Packaging | $392,340 | $368,200 | $344,570 | | Aerospace | $164,840 | $156,380 | $154,050 | | Specialty Products | $166,350 | $180,450 | $157,540 | | Total Net Sales | $723,530 | $705,030 | $656,160 | | Operating Profit (Loss): | | | | | Packaging | $80,770 | $84,590 | $80,610 | | Aerospace | $28,400 | $24,930 | $24,960 | | Specialty Products | $16,550 | $23,350 | $17,280 | | Corporate | $(34,500) | $(24,060) | $(30,130) | | Total Operating Profit | $91,220 | $108,810 | $92,720 | | Total Assets: | | | | | Packaging | $546,950 | $435,140 | $431,680 | | Aerospace | $354,500 | $357,640 | $365,120 | | Specialty Products | $116,010 | $117,110 | $112,460 | | Corporate | $175,240 | $95,260 | $31,860 | | Discontinued operations | $— | $95,370 | $92,080 | | Total | $1,192,700 | $1,100,520 | $1,033,200 | Geographic Net Sales and Long-Lived Assets (2019, in thousands) | Region | Net Sales | Long-lived Assets | | :------------- | :---------- | :---------------- | | Non-U.S. Total | $131,630 | $169,680 | | U.S. Total | $591,900 | $540,680 | | Total | $723,530 | $710,360 | - Export sales from the U S approximated $74.1 million in 2019[471] Income Taxes (Note 20) Income Before Income Taxes by Jurisdiction (in thousands) | Jurisdiction | 2019 | 2018 | 2017 | | :----------- | :--------- | :--------- | :--------- | | Domestic | $52,190 | $64,670 | $46,180 | | Foreign | $26,070 | $27,690 | $23,700 | | Total | $78,260 | $92,360 | $69,880 | Income Tax Expense (in thousands) | Type | 2019 | 2018 | 2017 | | :-------------------------- | :--------- | :--------- | :--------- | | Current income tax expense | $11,880 | $12,670 | $18,640 | | Deferred income tax expense | $4,440 | $5,980 | $15,280 | | Total | $16,320 | $18,650 | $33,920 | - The effective income tax rate was 20.9% in 2019, 20.2% in 2018, and 48.5% in 2017[165][188] - The 2017 Tax Reform Act reduced the U S federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018, and imposed a one-time Transition Tax on deemed repatriated foreign earnings[478] - Unrecognized tax benefits totaled approximately $2.25 million as of December 31, 2019, which, if recognized, would reduce reported income tax expense by approximately $1.9 million[481][482] Summary Quarterly Financial Data (Note 21) Unaudited Quarterly Financial Data (2019, in thousands) | Metric | Q1 2019 | Q2 2019 | Q3 2019 | Q4 2019 | | :------------------------------------------------ | :-------- | :-------- | :-------- | :-------- | | Net sales | $173,370 | $190,830 | $188,410 | $170,920 | | Gross profit | $46,790 | $53,790 | $48,990 | $44,330 | | Income from continuing operations | $14,550 | $18,720 | $15,240 | $13,430 | | Income from discontinued operations, net of income taxes | $4,540 | $3,300 | $3,870 | $24,970 | | Net income | $19,090 | $22,020 | $19,110 | $38,400 | | Basic EPS (Net income) | $0.42 | $0.48 | $0.42 | $0.86 | | Diluted EPS (Net income) | $0.42 | $0.48 | $0.42 | $0.85 | Unaudited Quarterly Financial Data (2018, in thousands) | Metric | Q1 2018 | Q2 2018 | Q3 2018 | Q4 2018 | | :------------------------------------------------ | :-------- | :-------- | :-------- | :-------- | | Net sales | $171,150 | $181,690 | $182,100 | $170,090 | | Gross profit | $47,850 | $53,020 | $51,570 | $47,670 | | Income from continuing operations | $20,560 | $17,280 | $20,930 | $14,940 | | Income from discontinued operations, net of income taxes | $3,760 | $2,320 | $1,740 | $1,770 | | Net income | $24,320 | $19,600 | $22,670 | $16,710 | | Basic EPS (Net income) | $0.53 | $0.43 | $0.49 | $0.37 | | Diluted EPS (Net income) | $0.53 | $0.42 | $0.49 | $0.36 | Subsequent Events (Note 22) - On February 19, 2020, the company announced an agreement to acquire the Rapak® brand (bag-in-box product lines) for $12 million, with annual net sales of approximately $30 million, expected to close in the first half of 2020 and join the Packaging segment[489] - On January 30, 2020, the comp