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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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December 31, 2019
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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38-2687639
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(State or Other Jurisdiction of Incorporation or
Organization)
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(IRS Employer Identification No.)
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Title of Each Class:
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Trading symbol(s)
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Name of Each Exchange on Which Registered:
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Common stock, $0.01 par value
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TRS
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The NASDAQ Global Market LLC
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page No.
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•
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Well-Recognized and Established Brands. Our main brands include Rieke® , Taplast™ and Stolz (reported in Packaging); TriMas Aerospace™, Monogram Aerospace Fasteners™, Allfast Fastening Systems®, and Mac Fasteners™ (reported in Aerospace); and Norris Cylinder,™ Arrow® Engine Company and Martinic Engineering,™ (reported in Specialty Products). We believe each of our go-to-market brands are well-recognized and firmly established in the focused markets we serve. We believe our brands represent high standards and a commitment to quality and service that our customers rely on when they make their sourcing decisions.
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Innovative and Proprietary Manufacturing and Product Technologies. We believe each of our businesses is well-positioned through years of refined manufacturing know-how, innovative product development, application engineering and solutions design. We believe our manufacturing competencies and installed capital base would be difficult and costly to replicate, providing us an advantage. We continue to place a priority on investing in innovation to protect and enhance our product designs, brand names and manufacturing methods.
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•
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Customer-Focused Solutions and Long-Term Customer Relationships. We work collaboratively with our customers to design new product applications that help satisfy rapidly changing preferences in the consumer product marketplace. As a recognized leader in many of our markets, customers partner with us during both the product development and production life cycle. These ongoing relationships, often developed over decades, coupled with our expertise in innovation and application engineering, position us to win new and replacement business with our customers when they launch new products or programs. Customers look to TriMas’ businesses for these product innovations because of our long-standing, trusted relationships.
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•
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Well-Established, Extensive Distribution Channels. Each of our businesses provides products through established distribution channels that cater to the specific needs of our customers’ purchasing preferences. We developed many of these channels over decades, and believe they are a competitive differentiator for us across the markets we serve. In many cases, we provide products directly to our end markets through our locations, while in other cases, we supply to distribution companies that provide our customers with flexible purchasing solutions.
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•
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TriMas Business Model. We implemented the TriMas Business Model ("TBM") in late 2016 to improve the management, performance and oversight of our businesses. The TBM provides a platform to set near- and long-term performance objectives and goals, including safety, financial, and talent development, measure these against defined objectives, and utilize a reliable communication and escalation process that provides for flexibility and adjustments if market expectations change. We believe the TBM connects our operations, and allows us to benefit from sharing best practices across each of our businesses. We believe that the TBM, through a culture of Kaizen and continuous improvement, helps drive long-term improvement in our performance. Since implementation, we have rationalized manufacturing, warehousing and office locations, streamlined fixed expenses and selling, general and administrative expenses in certain of our businesses, increased our focus on optimizing inventory levels and improved certain of our manufacturing processes. We believe actions driven by the TBM have provided a benefit to us and have augmented our cash conversion characteristics and performance overall. We will continue to rely on the TBM to drive continuous improvement and to unlock TriMas’ value potential.
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•
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Leverage Our TriMas Business Model to Drive Performance. A key tenet of the TBM is our commitment to operational excellence and continuous improvement. We adopted the use of Kaizen methodology within our operations, which is predicated on engaging our employees to improve all aspects of our businesses. We believe our operating performance will continue to benefit from the use of Kaizen as a means to drive our decision-making processes. In addition to continuous improvement, the TBM is also focused on environmental, health and safety, annual goal setting and measurement, flawless launches and talent development.
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•
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Accelerate Organic Growth through Innovation. We will invest in organic growth in our most compelling market segments with the highest return potential. We intend to leverage our brands, expand our product offerings to current and new customers, and introduce innovative products to meet our customers' needs and help solve their challenges. We believe our disciplined approach will allow us to defend and expand our product offerings, and grow our business over the longer term. In addition to product innovation, we also value process innovation and believe we can solidify our customer relationships as innovative new processes and manufacturing "know-how" allow us to improve our quality, speed to market and overall competitiveness, increasing customer satisfaction, as well as our performance.
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•
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Expand our Core Platforms through Strategic Acquisitions. We believe that TriMas has opportunities to grow through strategic acquisitions that enhance the strengths of our core businesses. Our primary focus is on acquisition candidates to build out our Packaging and Aerospace platforms, as we believe the markets they serve offer the highest growth and performance profile. We typically seek "bolt-on" acquisitions, in which we acquire another industry participant or adjacent product lines that expand our existing product offerings, gain access to new customers, end markets and distribution channels, expand our geographic footprint and/or capitalize on scale and cost efficiencies.
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•
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Drive Enhanced Cash Conversion. We use the TBM to drive management’s decision-making processes to achieve our annual growth and profitability targets, as well as drive our businesses toward achieving market-leading returns and cash flow conversion. We believe our commitment to having well-defined strategies in place, setting and executing against annual goals and long-range targets, operating in a data-driven environment, and awarding our team on annual cash flow achievement will allow us to grow our businesses and enhance our cash flow and related cash conversion. We believe we have the ability to generate substantial free cash flow for reinvestment in our businesses, strategic acquisitions and other capital allocation actions consistent with our long-term financial goals.
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Strong Product Innovation. Through its Global Innovation Centers located in India, the United Kingdom and the United States, Rieke is focused on driving innovation across a broad range of dispensing and closure solutions for its customers. Rieke has focused product development capabilities on consumer applications requiring special packaging forms, stylized containers and dispensing systems requiring a high degree of functionality and engineering, as well as evolving its industrial applications to include child resistant closures and other applications. Rieke has a consistent pipeline of new products ready for launch and continues to innovate to make products more environmentally friendly. Rieke’s product development programs have provided innovative and proprietary product solutions, such as the all-plastic, environmentally safe, self-venting FlexSpout® flexible pouring spout. Rieke, partnering with Amazon, also developed a range of products designed to meet the requirements of the high-growth e-commerce retail channel, including a proprietary dispenser locking mechanism to protect the integrity of packages and prevent liquids from leaking during shipment, such as the E-Commerce Trigger Sprayer, that meets consumers' demands and meets ISTA 6 standards as required by Amazon. Other developments include a measured-dose dispenser that provides exact doses of highly-concentrated liquids for the health and beauty market. Rieke’s emphasis on highly-engineered solutions and product development has yielded numerous issued and enforceable patents, with many other patent applications pending. For example, 59 patents were filed and 26 patents were issued in 2019.
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•
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Customized Solutions that Enhance Customer Loyalty and Relationships. A significant portion of Rieke’s products are customized designs that are developed and engineered to address specific customer technical, marketing and sustainability needs, helping to distinguish our customers’ products from that of their competitors. For example, the customization of specialty plastic caps, closures and dispensers including branding, unique colors, collar sizes, lining and venting results in substantial customer loyalty. The substantial investment in flexible manufacturing cells allows Rieke to offer both short lead-times for high volume products and customization for more moderate volume orders, which provides significant advantages to our consumer packaged goods customer base. In addition, Rieke provides customized dispensing solutions including unique pump designs, precision metering, unique colors and special collar sizes to fit the customer’s bottles. Rieke has also been successful in promoting the sale of complementary products in an effort to achieve preferred supplier status with several customers.
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•
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Global Sales and Manufacturing Footprint. Rieke maintains a global network of sales, manufacturing and distribution sites, to serve our global customer base. Rieke’s global customers often desire supply chain capability and a flexible manufacturing footprint close to their end markets which result in shorter supply chains, reduced carbon footprint and better sustainability. To serve our customers in Asia, we have design and manufacturing capacity and offer highly engineered dispensing solutions through locations in China, India and Vietnam, and increased our Asian market sales coverage. Additionally, Rieke opened a facility in San Miguel de Allende, Mexico during 2017, to replace an older, smaller facility in Mexico City, and provide additional manufacturing capacity to support growth. We have also increased our sales coverage in Europe and Asia, and in 2019, closed on the acquisitions of Plastic Srl and Taplast which provide us with additional sales, design and manufacturing capacity in Europe. We believe this flexible footprint provides Rieke with multiple alternatives for production to best meet customer requirements and helps mitigate the impacts of potential trade disruption. The majority of Rieke’s manufacturing facilities around the world have advanced injection molding machines required to manufacture precision engineered dispensing and closure components, as well as automated, high-speed assembly equipment for multi-component products.
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Monogram Aerospace Fasteners (“Monogram”). The product offering includes permanent threaded blind bolts, including high-strength, rotary-actuated blind bolts that allow sections of aircraft to be joined together when access is limited to only one side of the airframe, providing cost efficiencies over conventional two piece fastening devices. Monogram also provides collars and temporary fasteners used in aircraft construction and assembly.
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•
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Allfast Fastening Systems (“Allfast”). The product offering includes solid and blind rivets, blind bolts, temporary fasteners and installation tools for the aerospace industry.
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•
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Mac Fasteners. The product offering consists of high-volume, standard aerospace screws and bolts, including NAS, MS, AN and AS standards.
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Broad Product Portfolio of Established Brands. We believe that TriMas Aerospace is a leading designer and manufacturer of engineered fasteners for the aerospace industry. The combination of the Monogram, Allfast and Mac Fasteners brands enables TriMas Aerospace to offer a wide range of fastener products which address a broad scope of customer requirements, providing scale to customers who continue to rationalize their supply base. In several of the product categories, including rotary-actuated blind bolts and blind and solid rivets, TriMas Aerospace has a meaningful market share with well-known and established brands. The combined product sets of the Monogram, Allfast and Mac Fasteners brands uniquely position us to benefit from platform-wide supply opportunities.
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•
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Product Innovation. We believe that TriMas Aerospace’s engineering, research and development capability and new product focus are competitive advantages. For many years, TriMas Aerospace’s product development programs have provided innovative and proprietary product solutions. The close working relationship between our sales and engineering teams and our customers’ engineering teams is key to developing future products desired and required by our customers. Our innovation team adds value by working directly with our customers to address assembly and manufacturing process challenges to increase productivity, quality, speed and efficiency, while reducing overall installed cost. TriMas Aerospace has developed new fastener products that offer a flush break upon installation and is developing and testing other fastener designs which offer improved clamping characteristics on composite structures, improved aerodynamics and enhanced installed aesthetics. An example of such would include the newer Composi-Lok4® fastener evolution, affording installed weight savings in concert with fuel efficient aircraft designs. TriMas Aerospace has also designed the next generation temporary fastener with an 800% increase in clamping force called Fastack® SC (Super Clamp). TriMas Aerospace has also expanded its fastener offerings to include other fastening product applications on current aircraft, including the expansion of its suite of collar families used in traditional two-sided assembly. We believe our customer-focused approach to provide cost-effective technical solutions will drive the development of new products and create new opportunities for growth.
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•
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Leading Manufacturing Capabilities and Processes. We believe that TriMas Aerospace is a leading manufacturer of precision engineered components for the aerospace industry. Given industry regulatory requirements, as well as customer requirements, it is required that these products need to be manufactured within tight tolerances and specifications, often out of hard-to-work-with and exotic materials including titanium, inconel and specialty steels. Many of TriMas Aerospace’s products, facilities and manufacturing processes are required to be qualified and/or certified. Key certifications in TriMas Aerospace include: AS9100:2009 Revision D; ISO9001:2008; TSO; and NADCAP for non-destructive testing, heat treatment, wet processes and materials testing. While proprietary products and patents are important, having proprietary manufacturing processes and capabilities makes TriMas Aerospace’s products difficult to replicate. In addition, TriMas Aerospace is focused on continuously improving its processes and manufacturing operations by using the tools of Kaizen and automation, as applicable. The aerospace industry has strict requirements for quality and delivery, making process innovation and continuous improvement vital to TriMas Aerospace's success. We believe TriMas Aerospace’s manufacturing processes, capabilities and quality focus create a competitive strength for the business.
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•
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Norris Cylinder. We believe Norris Cylinder is a leading designer, manufacturer and distributor of highly-engineered steel cylinders for use in industrial, heating, ventilation and air conditioning ("HVAC"), construction, health care and defense end markets. We believe that Norris Cylinder is a leading provider of a complete line of large, intermediate and small size, high and low-pressure steel cylinders for the transportation, storage and dispensing of compressed gases. Norris Cylinder’s large high-pressure seamless gas cylinders are used principally for shipping, storing and dispensing oxygen, nitrogen, argon, helium and other compressed gases. In addition, Norris Cylinder offers a complete line of steel cylinders used to contain and dispense acetylene gas for the welding and cutting industries. Norris Cylinder's products meet the rigorous standards required by the Department of Transportation ("DOT") or International Standards Organization ("ISO"), which certifies a cylinder's adequacy to perform in specific applications. Norris Cylinder markets cylinders primarily to domestic and international industrial gas producers and distributors, welding equipment distributors and equipment manufacturers. Given this customer base, Norris Cylinder tends to grow in times of increased industrial and infrastructure investment.
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•
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Arrow Engine. Arrow Engine is a provider of natural gas powered wellhead engines, compressors and replacement parts, all engineered for use in oil and natural gas production and other industrial and commercial markets. As Arrow's engines can operate from the natural gas produced at the wellhead, we believe Arrow is uniquely positioned to provide its products for remote pump jack installations. Arrow Engine distributes its products through a worldwide distribution network with a particularly strong presence in the United States and Canada. Arrow Engine manufactures its own engine line and also offers a wide variety of spare parts for various industrial engines not manufactured by Arrow Engine, including selected engines manufactured and sold under the Caterpillar®, Waukesha® and Ajax® brands. Arrow Engine has expanded its product line to include compressors and compressor packaging, as well as certain gas production equipment.
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•
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Martinic Engineering. Martinic Engineering offers highly-engineered, precision machined, complex machine-to-print parts for aerospace applications, including auxiliary power units, as well as electrical, hydraulic and pneumatic systems. Martinic is capable of advanced precision CNC milling, high performance CNC turning and assembly. Martinic Engineering can work with a variety of metals including super alloys, stainless steel, aircraft steel alloys, carbon steel alloys and aluminum alloys.
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•
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Leading Market Positions and Strong Brand Names. Norris Cylinder, with more than 70 years of experience, is one of the worlds' largest manufacturers of high- and low-pressure steel cylinders, and the only manufacturer in the United States. We believe that Norris has a reputation for high-quality cylinders used in a variety of applications, including industrial gas, welding and cutting, government, medical, laboratories, food and beverage technology, breathing air, fire protection and aviation. We believe that Arrow Engine has also built a reputation for quality equipment, parts and accessories used in oil and natural gas production, and has a leading market position in the niche it serves. Martinic Engineering has a reputation, with more than 40 years of experience, of specializing in the high complexity machining of castings, forgings and bar stock for leading tier-one commercial and defense aerospace original equipment manufacturers.
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Comprehensive Product Offering. Norris Cylinder offers a complete line of large, intermediate and small size, high and low-pressure steel cylinders to its customers across a variety of end markets. Arrow Engine also provides a comprehensive product offering, including engines, compressors, chemical pumps, generator sets, electronics and replacement parts to a variety of oilfield and industrial markets. Martinic Engineering has the capability of manufacturing and assembling a broad number of components as a result of state-of-the-art machinery that provides a high level of operational precision during the machining and assembly processes. As a result, Martinic Engineering can manufacture a wide range of products, including air inlets, auxiliary power units, cabin pressure control systems, fuel controls, manifolds, pneumatic systems, valve bodies and a variety of other components.
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Established and Extensive Distribution Channels. Norris Cylinder has long-standing customer relationships and distributes directly to major gas companies, as well as distributing to domestic buying groups, OEMs, medium and small independent gas companies, and independent gas and welding distributors. Arrow Engine sells through a combination of a direct sales team and an established network of independent distributors. Martinic Engineering has long-standing customer relationships with tier one aerospace suppliers.
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•
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should our leverage increase, it may place us at a competitive disadvantage as compared with our less leveraged competitors and make us more vulnerable in the event of a downturn in general economic conditions or in any of our businesses;
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•
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our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate may be limited;
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•
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a substantial portion of our cash flow from operations will be dedicated to the payment of annual interest and future principal obligations on our indebtedness, thereby reducing the funds available to us for operations, capital expenditures, acquisitions, future business opportunities or obligations to pay rent in respect of our operating leases; and
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•
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our operations are restricted by our debt instruments, which contain certain financial and operating covenants, and those restrictions may limit, among other things, our ability to borrow money in the future for working capital, capital expenditures, acquisitions, rent expense or other purposes.
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•
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pay dividends or redeem or repurchase capital stock;
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•
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incur additional indebtedness and grant liens;
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•
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make acquisitions and joint venture investments; and
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•
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sell assets.
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•
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volatility of currency exchange between the U.S. dollar and currencies in international markets;
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•
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changes in local government regulations and policies including, but not limited to, foreign currency exchange controls or monetary policy, governmental embargoes, repatriation of earnings, expropriation of property, duty or tariff restrictions, investment limitations and tax policies;
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•
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political and economic instability and disruptions, including labor unrest, civil strife, public health crises (including viral outbreaks such as the coronavirus), acts of war, guerrilla activities, insurrection and terrorism;
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•
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legislation that regulates the use of chemicals;
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•
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disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act ("FCPA");
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•
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compliance with international trade laws and regulations, including export control and economic sanctions, such as anti-dumping duties;
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•
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difficulties in staffing and managing multi-national operations;
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•
|
limitations on our ability to enforce legal rights and remedies;
|
•
|
tax inefficiencies in repatriating cash flow from non-U.S. subsidiaries that could affect our financial results and reduce our ability to service debt;
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•
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reduced protection of intellectual property rights; and
|
•
|
other risks arising out of foreign sovereignty over the areas where our operations are conducted.
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Packaging
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Aerospace
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Specialty Products
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United States:
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Alabama
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Huntsville
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Arkansas
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Atkins(1)
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Arizona
|
|
|
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Tempe(1)
|
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Tolleson
|
|
California
|
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Irwindale(1)
Rohnert Park(1) |
|
City of Industry
Commerce(1) |
|
Stanton(1)
|
|
Indiana
|
|
Auburn
Hamilton(1) |
|
|
|
|
|
Kansas
|
|
|
|
Ottawa
|
|
|
|
Ohio
|
|
New Albany(1)
|
|
|
|
|
|
Oklahoma
|
|
|
|
|
|
Tulsa
|
|
Texas
|
|
|
|
|
|
Longview
|
|
|
|
|
|
|
|
|
International:
|
|
|
|
|
|
|
|
|
China
|
|
Haining City(1)
Hangzhou(1)
|
|
|
|
|
|
Germany
|
|
Neunkirchen
|
|
|
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|
India
|
|
Baddi
New Delhi(1)
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Italy
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Forli
Povolaro
|
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Mexico
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San Miguel de Allende(1)
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Slovakia
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Levice(1)
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United Kingdom
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Leicester
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Vietnam
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Thu Dau Mot(1)
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(1)
|
Represents a leased facility. All such leases are operating leases.
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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
|
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(1)
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In February 2019, the Company announced its Board of Directors had authorized the Company to increase the purchase of its common stock up to $75 million in the aggregate from its previous authorization of $50 million. In November 2019, the Company announced its Board of Directors further increased the Company's common stock share repurchase authorization to $150 million in the aggregate. The increased authorization includes the value of shares already purchased under the previous authorization. The share repurchase program is effective and has no expiration date. Pursuant to this share repurchase program, during the three months ended December 31, 2019, the Company repurchased 506,522 shares of its common stock at a cost of approximately $15.7 million.
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|
|
Year ended December 31,
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||||||||||||||||||
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2019
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2018
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2017
|
|
2016
|
|
2015
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
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||||||||||
Net sales
|
|
$
|
723,530
|
|
|
$
|
705,030
|
|
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$
|
656,160
|
|
|
$
|
635,030
|
|
|
$
|
670,590
|
|
Gross profit
|
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193,900
|
|
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200,110
|
|
|
189,280
|
|
|
181,110
|
|
|
212,390
|
|
|||||
Operating profit (loss) (a)
|
|
91,220
|
|
|
108,810
|
|
|
92,720
|
|
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(29,430
|
)
|
|
91,560
|
|
|||||
Income (loss) from continuing operations (a)
|
|
61,940
|
|
|
73,710
|
|
|
35,960
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|
|
(27,600
|
)
|
|
45,570
|
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations (a)
|
|
$
|
1.37
|
|
|
$
|
1.61
|
|
|
$
|
0.79
|
|
|
$
|
(0.61
|
)
|
|
$
|
1.01
|
|
Weighted average shares
|
|
45,304
|
|
|
45,825
|
|
|
45,683
|
|
|
45,407
|
|
|
45,124
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations (a)
|
|
$
|
1.36
|
|
|
$
|
1.60
|
|
|
$
|
0.78
|
|
|
$
|
(0.61
|
)
|
|
$
|
1.00
|
|
Weighted average shares
|
|
45,595
|
|
|
46,170
|
|
|
45,990
|
|
|
45,407
|
|
|
45,483
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,192,700
|
|
|
$
|
1,100,520
|
|
|
$
|
1,033,200
|
|
|
$
|
1,051,650
|
|
|
$
|
1,170,300
|
|
Total debt
|
|
294,690
|
|
|
293,560
|
|
|
303,080
|
|
|
374,650
|
|
|
419,630
|
|
|||||
Goodwill and other intangibles (a)
|
|
496,030
|
|
|
484,540
|
|
|
505,780
|
|
|
519,800
|
|
|
641,490
|
|
(a)
|
During 2016, we recorded goodwill and indefinite-lived intangible asset impairment charges totaling approximately $98.9 million.
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
As a Percentage of Net Sales
|
|
2018
|
|
As a Percentage of Net Sales
|
|
2017
|
|
As a Percentage of Net Sales
|
|||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
392,340
|
|
|
54.2
|
%
|
|
$
|
368,200
|
|
|
52.2
|
%
|
|
$
|
344,570
|
|
|
52.5
|
%
|
Aerospace
|
|
164,840
|
|
|
22.8
|
%
|
|
156,380
|
|
|
22.2
|
%
|
|
154,050
|
|
|
23.5
|
%
|
|||
Specialty Products
|
|
166,350
|
|
|
23.0
|
%
|
|
180,450
|
|
|
25.6
|
%
|
|
157,540
|
|
|
24.0
|
%
|
|||
Total
|
|
$
|
723,530
|
|
|
100.0
|
%
|
|
$
|
705,030
|
|
|
100.0
|
%
|
|
$
|
656,160
|
|
|
100.0
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
116,180
|
|
|
29.6
|
%
|
|
$
|
119,620
|
|
|
32.5
|
%
|
|
$
|
116,620
|
|
|
33.8
|
%
|
Aerospace
|
|
49,960
|
|
|
30.3
|
%
|
|
45,210
|
|
|
28.9
|
%
|
|
45,060
|
|
|
29.3
|
%
|
|||
Specialty Products
|
|
27,760
|
|
|
16.7
|
%
|
|
35,280
|
|
|
19.6
|
%
|
|
27,600
|
|
|
17.5
|
%
|
|||
Total
|
|
$
|
193,900
|
|
|
26.8
|
%
|
|
$
|
200,110
|
|
|
28.4
|
%
|
|
$
|
189,280
|
|
|
28.8
|
%
|
Selling, General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
35,340
|
|
|
9.0
|
%
|
|
$
|
35,030
|
|
|
9.5
|
%
|
|
$
|
38,310
|
|
|
11.1
|
%
|
Aerospace
|
|
21,540
|
|
|
13.1
|
%
|
|
20,280
|
|
|
13.0
|
%
|
|
19,970
|
|
|
13.0
|
%
|
|||
Specialty Products
|
|
11,150
|
|
|
6.7
|
%
|
|
11,840
|
|
|
6.6
|
%
|
|
10,060
|
|
|
6.4
|
%
|
|||
Corporate expenses
|
|
34,500
|
|
|
N/A
|
|
|
24,060
|
|
|
N/A
|
|
|
31,560
|
|
|
N/A
|
|
|||
Total
|
|
$
|
102,530
|
|
|
14.2
|
%
|
|
$
|
91,210
|
|
|
12.9
|
%
|
|
$
|
99,900
|
|
|
15.2
|
%
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
80,770
|
|
|
20.6
|
%
|
|
$
|
84,590
|
|
|
23.0
|
%
|
|
$
|
80,610
|
|
|
23.4
|
%
|
Aerospace
|
|
28,400
|
|
|
17.2
|
%
|
|
24,930
|
|
|
15.9
|
%
|
|
24,960
|
|
|
16.2
|
%
|
|||
Specialty Products
|
|
16,550
|
|
|
9.9
|
%
|
|
23,350
|
|
|
12.9
|
%
|
|
17,280
|
|
|
11.0
|
%
|
|||
Corporate
|
|
(34,500
|
)
|
|
N/A
|
|
|
(24,060
|
)
|
|
N/A
|
|
|
(30,130
|
)
|
|
N/A
|
|
|||
Total
|
|
$
|
91,220
|
|
|
12.6
|
%
|
|
$
|
108,810
|
|
|
15.4
|
%
|
|
$
|
92,720
|
|
|
14.1
|
%
|
Capital Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
16,400
|
|
|
4.2
|
%
|
|
$
|
13,590
|
|
|
3.7
|
%
|
|
$
|
17,140
|
|
|
5.0
|
%
|
Aerospace
|
|
6,280
|
|
|
3.8
|
%
|
|
820
|
|
|
0.5
|
%
|
|
2,800
|
|
|
1.8
|
%
|
|||
Specialty Products
|
|
6,920
|
|
|
4.2
|
%
|
|
4,120
|
|
|
2.3
|
%
|
|
4,310
|
|
|
2.7
|
%
|
|||
Corporate(a)
|
|
70
|
|
|
N/A
|
|
|
4,890
|
|
|
N/A
|
|
|
9,460
|
|
|
N/A
|
|
|||
Total
|
|
$
|
29,670
|
|
|
4.1
|
%
|
|
$
|
23,420
|
|
|
3.3
|
%
|
|
$
|
33,710
|
|
|
5.1
|
%
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
15,070
|
|
|
3.8
|
%
|
|
$
|
12,510
|
|
|
3.4
|
%
|
|
$
|
12,240
|
|
|
3.6
|
%
|
Aerospace
|
|
5,680
|
|
|
3.4
|
%
|
|
5,790
|
|
|
3.7
|
%
|
|
5,170
|
|
|
3.4
|
%
|
|||
Specialty Products
|
|
3,840
|
|
|
2.3
|
%
|
|
3,650
|
|
|
2.0
|
%
|
|
4,180
|
|
|
2.7
|
%
|
|||
Corporate
|
|
280
|
|
|
N/A
|
|
|
280
|
|
|
N/A
|
|
|
180
|
|
|
N/A
|
|
|||
Total
|
|
$
|
24,870
|
|
|
3.4
|
%
|
|
$
|
22,230
|
|
|
3.2
|
%
|
|
$
|
21,770
|
|
|
3.3
|
%
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
9,580
|
|
|
2.4
|
%
|
|
$
|
9,110
|
|
|
2.5
|
%
|
|
$
|
9,390
|
|
|
2.7
|
%
|
Aerospace
|
|
8,020
|
|
|
4.9
|
%
|
|
8,110
|
|
|
5.2
|
%
|
|
8,120
|
|
|
5.3
|
%
|
|||
Specialty Products
|
|
1,030
|
|
|
0.6
|
%
|
|
1,040
|
|
|
0.6
|
%
|
|
1,030
|
|
|
0.7
|
%
|
|||
Corporate
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|||
Total
|
|
$
|
18,630
|
|
|
2.6
|
%
|
|
$
|
18,260
|
|
|
2.6
|
%
|
|
$
|
18,540
|
|
|
2.8
|
%
|
•
|
the impact of our two acquisitions, Plastic Srl and Taplast, acquired in January 2019 and April 2019, respectively, which drove the overall sales growth but at lower operating margins;
|
•
|
a decline in North American industrial end market sales and related operating profit, primarily in our Specialty Products and Packaging reportable segments;
|
•
|
the termination of a Corporate liability, resulting in an approximate $8.2 million reduction in selling, general and administrative expenses during 2018 which did not repeat in 2019;
|
•
|
an approximate $3.9 million non-cash reversal of a contingent liability in our Packaging reportable segment, for which the underlying obligation expired in 2019; and
|
•
|
the settlement of defined benefit obligations in 2018, which resulted in an approximate $2.5 million non-cash settlement charge that did not repeat in 2019.
|
|
|
Year ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Corporate operating expenses
|
|
$
|
25.4
|
|
|
$
|
22.3
|
|
Non-cash stock compensation
|
|
5.8
|
|
|
7.2
|
|
||
Legacy (income) expenses, net
|
|
3.3
|
|
|
(5.4
|
)
|
||
Corporate expenses
|
|
$
|
34.5
|
|
|
$
|
24.1
|
|
•
|
increased sales levels across our end markets, primarily driven by higher demand for our industrial products within our Specialty Products reportable segment and from growth in our health, beauty and home care end market within our Packaging reportable segment;
|
•
|
benefits of leveraging the TBM, as we continue to drive operating improvements, as well as evaluate, realign and streamline fixed costs and selling, general and administrative expenses;
|
•
|
the impact of the Tax Reform Act, contributing to a lower overall effective tax rate;
|
•
|
higher commodity costs, primarily related to oil and steel-based raw materials, primarily impacting our Packaging reportable segment;
|
•
|
the termination of the liability to Metaldyne, resulting in an approximate $8.2 million reduction in selling, general and administrative expenses;
|
•
|
the impact of fees and expenses related to our issuance of our 4.875% senior unsecured notes due October 2025 ("Senior Notes") and other refinancing activities in 2017; and
|
•
|
the settlement of defined benefit obligations in 2018, wherein a one time settlement charge was recognized.
|
|
|
Year ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Corporate operating expenses
|
|
$
|
22.3
|
|
|
$
|
20.9
|
|
Non-cash stock compensation
|
|
7.2
|
|
|
6.8
|
|
||
Legacy expenses
|
|
(5.4
|
)
|
|
2.4
|
|
||
Corporate expenses
|
|
$
|
24.1
|
|
|
$
|
30.1
|
|
•
|
In 2019, the Company generated $148.1 million in cash flows, based on the reported net income of $61.9 million and after considering the effects of non-cash items related to gains and losses on dispositions of assets, depreciation, amortization, changes in deferred income taxes, debt financing and related expenses, stock-based compensation and other operating activities. In 2018, the Company generated $138.2 million in cash flows based on the reported net income of $73.7 million and after considering the effects of similar non-cash items.
|
•
|
Decreases in accounts receivable resulted in a source of cash of approximately $3.3 million in 2019, primarily due to timing of cash collections. Increases in accounts receivable resulted in a use of cash of approximately $9.6 million in 2018. Days sales outstanding of receivables increased by 3 days, primarily as a result of an increase in sales in Europe following our Italian acquisitions during 2019, where standard terms are typically longer than in North America.
|
•
|
We decreased our investment in inventory by approximately $0.7 million in 2019, while we increased our investment in inventory by approximately $14.7 million in 2018 to buy-ahead on certain China-sourced products that were subject to tariffs, or where the tariff rate would increase, to avoid the higher cost and to ensure we had sufficient inventory supply. Our days sales in inventory remained relatively flat in 2019 as compared to 2018, as we have been moderating inventory levels in line with sales levels.
|
•
|
Increases in prepaid expenses and other assets resulted in a use of cash of approximately $6.9 million in 2019. Decreases in prepaid expenses and other assets resulted in a source of cash of approximately $8.8 million in 2018. The changes in both 2019 and 2018 are primarily as a result of the timing of payments made for income taxes and certain operating expenses.
|
•
|
Decreases in accounts payable and accrued liabilities resulted in a use of cash of approximately $12.8 million and $2.3 million in 2019 and 2018, respectively. Our days accounts payable on hand increased by approximately 9 days year-over-year due to the timing and mix of payment terms in 2019 compared to 2018. The decrease in accounts payable and accrued liabilities was further impacted by net non-cash reductions of obligations of approximately $3.9 million in 2019 and $8.2 million in 2018.
|
|
|
Year ended
December 31, 2019 |
||
Net income
|
|
$
|
98,620
|
|
Bank stipulated adjustments:
|
|
|
||
Interest expense, net (as defined)
|
|
13,950
|
|
|
Income tax expense
|
|
30,760
|
|
|
Depreciation and amortization
|
|
46,890
|
|
|
Non-cash compensation expense(1)
|
|
6,450
|
|
|
Other non-cash expenses or losses
|
|
5,150
|
|
|
Non-recurring expenses or costs(2)
|
|
6,600
|
|
|
Extraordinary, non-recurring or unusual gains or losses
|
|
1,790
|
|
|
Business and asset dispositions
|
|
160
|
|
|
Permitted acquisitions
|
|
1,150
|
|
|
Permitted dispositions(3)
|
|
(58,750
|
)
|
|
Consolidated Bank EBITDA, as defined
|
|
$
|
152,770
|
|
|
|
December 31, 2019
|
|||
Total Indebtedness, as defined
|
|
$
|
200,000
|
|
|
Consolidated Bank EBITDA, as defined
|
|
152,770
|
|
|
|
Actual total net leverage ratio
|
|
1.31
|
|
x
|
|
Covenant requirement
|
|
4.00
|
|
x
|
|
|
December 31, 2019
|
|||
Total senior secured indebtedness(4)
|
|
$
|
(100,000
|
)
|
|
Consolidated Bank EBITDA, as defined
|
|
152,770
|
|
|
|
Senior secured net leverage ratio
|
|
n/m
|
|
x
|
|
Covenant requirement
|
|
3.50
|
|
x
|
|
|
December 31, 2019
|
||
Interest expense, as defined
|
|
$
|
13,950
|
|
Bank stipulated adjustments:
|
|
|
||
Interest income
|
|
(1,000
|
)
|
|
Non-cash amounts attributable to amortization of financing costs
|
|
(1,190
|
)
|
|
Total Consolidated Cash Interest Expense, as defined
|
|
$
|
11,760
|
|
|
|
December 31, 2019
|
|
||
Consolidated Bank EBITDA, as defined
|
|
$
|
152,770
|
|
|
Total Consolidated Cash Interest Expense, as defined
|
|
11,760
|
|
|
|
Actual interest expense coverage ratio
|
|
12.99
|
|
x
|
|
Covenant requirement
|
|
3.00
|
|
x
|
(1)
|
Non-cash compensation expenses resulting from the grant of equity awards.
|
(2)
|
Non-recurring costs and expenses relating to severance, relocation, restructuring and curtailment expenses.
|
(3)
|
EBITDA from permitted dispositions, as defined.
|
(4)
|
Senior secured indebtedness is negative at December 31, 2019 due to the deduction of certain unrestricted cash and unrestricted permitted investments as allowed under the Credit Agreement.
|
|
|
Payments Due by Periods
|
||||||||||||||||||
|
|
Total
|
|
Less than
One Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years
|
||||||||||
Contractual cash obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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 (a)
|
|
87,760
|
|
|
14,630
|
|
|
29,250
|
|
|
29,250
|
|
|
14,630
|
|
|||||
Total contractual obligations
|
|
$
|
438,070
|
|
|
$
|
23,280
|
|
|
$
|
43,710
|
|
|
$
|
39,300
|
|
|
$
|
331,780
|
|
(a)
|
Our Senior Notes bear interest at 4.875%. There were no outstanding borrowings under our senior secured revolving credit facility at December 31, 2019. The future interest obligations calculation excludes the impact of our cross-currency swap agreements. See Note 12, "Derivative Instruments," included in Item 8, "Financial Statements and Supplementary Data," within this Form 10-K for additional information.
|
•
|
We tested the effectiveness of controls over goodwill, including those over management's judgments and assumptions related to macroeconomic conditions, industry and market considerations, overall financial performance, entity and reporting unit specific events, capital markets pricing, recent fair value estimates and carrying amounts, as well as legal, regulatory, and contractual factors.
|
•
|
We evaluated management’s ability to accurately forecast future revenues and operating margins by comparing actual results to management’s historical forecasts.
|
•
|
We evaluated the reasonableness of management’s qualitative assessment of factors affecting revenue and operating margin forecasts by comparing the forecasts to:
|
•
|
Historical revenues and operating margins.
|
•
|
Internal communications to management and the Board of Directors.
|
•
|
Forecasted information included in Company press releases as well as in analyst and industry reports for the Company and certain of its peer companies.
|
•
|
We evaluated the impact of changes in management’s forecasts from the October 1, 2019, annual measurement date to December 31, 2019.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of management’s qualitative assessment of current factors that may affect the (1) comparable company trading multiples and (2) weighted average cost of capital as used in the most recent quantitative fair value estimate by:
|
•
|
Testing independent source information underlying the determination of the comparable company trading multiples and weighted average cost of capital.
|
•
|
Developing a range of independent estimates and comparing those to management’s assumptions.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
172,470
|
|
|
$
|
108,150
|
|
Receivables, net
|
|
108,860
|
|
|
97,170
|
|
||
Inventories
|
|
132,660
|
|
|
127,160
|
|
||
Prepaid expenses and other current assets
|
|
20,050
|
|
|
6,900
|
|
||
Current assets, discontinued operations
|
|
—
|
|
|
72,430
|
|
||
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
|
|
||
Deferred income taxes
|
|
500
|
|
|
1,080
|
|
||
Other assets
|
|
19,950
|
|
|
8,200
|
|
||
Non-current assets, discontinued operations
|
|
—
|
|
|
22,940
|
|
||
Total assets
|
|
$
|
1,192,700
|
|
|
$
|
1,100,520
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
72,670
|
|
|
$
|
67,420
|
|
Accrued liabilities
|
|
42,020
|
|
|
43,890
|
|
||
Operating lease liabilities, current portion
|
|
5,100
|
|
|
—
|
|
||
Current liabilities, discontinued operations
|
|
—
|
|
|
30,420
|
|
||
Total current liabilities
|
|
119,790
|
|
|
141,730
|
|
||
Long-term debt, net
|
|
294,690
|
|
|
293,560
|
|
||
Operating lease liabilities
|
|
23,100
|
|
|
—
|
|
||
Deferred income taxes
|
|
16,830
|
|
|
3,330
|
|
||
Other long-term liabilities
|
|
40,810
|
|
|
39,220
|
|
||
Non-current liabilities, discontinued operations
|
|
—
|
|
|
2,230
|
|
||
Total liabilities
|
|
495,220
|
|
|
480,070
|
|
||
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: 44,562,679 shares at December 31, 2019 and 45,527,993 shares at December 31, 2018 |
|
450
|
|
|
460
|
|
||
Paid-in capital
|
|
782,880
|
|
|
816,500
|
|
||
Accumulated deficit
|
|
(79,850
|
)
|
|
(179,660
|
)
|
||
Accumulated other comprehensive loss
|
|
(6,000
|
)
|
|
(16,850
|
)
|
||
Total shareholders' equity
|
|
697,480
|
|
|
620,450
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
1,192,700
|
|
|
$
|
1,100,520
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
723,530
|
|
|
$
|
705,030
|
|
|
$
|
656,160
|
|
Cost of sales
|
|
(529,630
|
)
|
|
(504,920
|
)
|
|
(466,880
|
)
|
|||
Gross profit
|
|
193,900
|
|
|
200,110
|
|
|
189,280
|
|
|||
Selling, general and administrative expenses
|
|
(102,530
|
)
|
|
(91,210
|
)
|
|
(99,900
|
)
|
|||
Net gain (loss) on dispositions of assets
|
|
(150
|
)
|
|
(90
|
)
|
|
3,340
|
|
|||
Operating profit
|
|
91,220
|
|
|
108,810
|
|
|
92,720
|
|
|||
Other expense, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(13,950
|
)
|
|
(13,910
|
)
|
|
(14,390
|
)
|
|||
Other income (expense), net
|
|
990
|
|
|
(2,540
|
)
|
|
(8,450
|
)
|
|||
Other expense, net
|
|
(12,960
|
)
|
|
(16,450
|
)
|
|
(22,840
|
)
|
|||
Income before income taxes
|
|
78,260
|
|
|
92,360
|
|
|
69,880
|
|
|||
Income tax expense
|
|
(16,320
|
)
|
|
(18,650
|
)
|
|
(33,920
|
)
|
|||
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:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.37
|
|
|
$
|
1.61
|
|
|
$
|
0.79
|
|
Discontinued operations
|
|
0.81
|
|
|
0.21
|
|
|
(0.11
|
)
|
|||
Net income per share
|
|
$
|
2.18
|
|
|
$
|
1.82
|
|
|
$
|
0.68
|
|
Weighted average common shares - basic
|
|
45,303,659
|
|
|
45,824,555
|
|
|
45,682,627
|
|
|||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.36
|
|
|
$
|
1.60
|
|
|
$
|
0.78
|
|
Discontinued operations
|
|
0.80
|
|
|
0.20
|
|
|
(0.11
|
)
|
|||
Net income per share
|
|
$
|
2.16
|
|
|
$
|
1.80
|
|
|
$
|
0.67
|
|
Weighted average common shares - diluted
|
|
45,595,154
|
|
|
46,170,464
|
|
|
45,990,252
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
98,620
|
|
|
$
|
83,300
|
|
|
$
|
30,960
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Defined benefit plans (Note 15)
|
|
(1,470
|
)
|
|
3,250
|
|
|
1,670
|
|
|||
Foreign currency translation
|
|
10,290
|
|
|
(6,880
|
)
|
|
6,050
|
|
|||
Derivative instruments (Note 12)
|
|
3,300
|
|
|
4,110
|
|
|
(650
|
)
|
|||
Total other comprehensive income
|
|
12,120
|
|
|
480
|
|
|
7,070
|
|
|||
Total comprehensive income
|
|
$
|
110,740
|
|
|
$
|
83,780
|
|
|
$
|
38,030
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
98,620
|
|
|
$
|
83,300
|
|
|
$
|
30,960
|
|
Income (loss) from discontinued operations
|
36,680
|
|
|
9,590
|
|
|
(5,000
|
)
|
|||
Income from continuing operations
|
61,940
|
|
|
73,710
|
|
|
35,960
|
|
|||
Adjustments to reconcile income from continuing operations to net cash provided by operating activities, net of acquisition impact:
|
|
|
|
|
|
||||||
Loss (gain) on dispositions of assets
|
150
|
|
|
90
|
|
|
(3,340
|
)
|
|||
Depreciation
|
24,870
|
|
|
22,230
|
|
|
21,770
|
|
|||
Amortization of intangible assets
|
18,630
|
|
|
18,260
|
|
|
18,540
|
|
|||
Amortization of debt issue costs
|
1,130
|
|
|
1,290
|
|
|
1,320
|
|
|||
Deferred income taxes
|
2,100
|
|
|
5,810
|
|
|
15,830
|
|
|||
Non-cash compensation expense
|
6,450
|
|
|
7,170
|
|
|
6,780
|
|
|||
Debt financing and related expenses
|
—
|
|
|
—
|
|
|
6,640
|
|
|||
(Increase) decrease in receivables
|
3,280
|
|
|
(9,570
|
)
|
|
3,980
|
|
|||
(Increase) decrease in inventories
|
740
|
|
|
(14,680
|
)
|
|
4,620
|
|
|||
(Increase) decrease in prepaid expenses and other assets
|
(6,930
|
)
|
|
8,790
|
|
|
(490
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
(12,780
|
)
|
|
(2,330
|
)
|
|
4,450
|
|
|||
Other operating activities
|
(3,870
|
)
|
|
10
|
|
|
2,750
|
|
|||
Net cash provided by operating activities of continuing operations
|
95,710
|
|
|
110,780
|
|
|
118,810
|
|
|||
Net cash provided by (used for) operating activities of discontinued operations
|
(20,110
|
)
|
|
18,540
|
|
|
1,250
|
|
|||
Net cash provided by operating activities
|
75,600
|
|
|
129,320
|
|
|
120,060
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(29,670
|
)
|
|
(23,420
|
)
|
|
(33,710
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(67,090
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from dispositions of businesses, property and equipment
|
128,080
|
|
|
60
|
|
|
4,420
|
|
|||
Net cash provided by (used for) investing activities of continuing operations
|
31,320
|
|
|
(23,360
|
)
|
|
(29,290
|
)
|
|||
Net cash used for investing activities of discontinued operations
|
(2,240
|
)
|
|
(1,440
|
)
|
|
(3,060
|
)
|
|||
Net cash provided by (used for) investing activities
|
29,080
|
|
|
(24,800
|
)
|
|
(32,350
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings on revolving credit and accounts receivable facilities
|
189,060
|
|
|
59,060
|
|
|
401,300
|
|
|||
Repayments of borrowings on revolving credit and accounts receivable facilities
|
(189,340
|
)
|
|
(68,490
|
)
|
|
(517,310
|
)
|
|||
Payments to purchase common stock
|
(36,740
|
)
|
|
(12,140
|
)
|
|
—
|
|
|||
Shares surrendered upon exercise and vesting of equity awards to cover taxes
|
(3,340
|
)
|
|
(2,380
|
)
|
|
(510
|
)
|
|||
Proceeds from issuance of senior notes
|
—
|
|
|
—
|
|
|
300,000
|
|
|||
Repayments of borrowings on term loan facilities
|
—
|
|
|
—
|
|
|
(257,940
|
)
|
|||
Debt financing fees
|
—
|
|
|
—
|
|
|
(6,070
|
)
|
|||
Other financing activities
|
—
|
|
|
—
|
|
|
(310
|
)
|
|||
Net cash used for financing activities of continuing operations
|
(40,360
|
)
|
|
(23,950
|
)
|
|
(80,840
|
)
|
|||
Net cash provided by financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used for financing activities
|
(40,360
|
)
|
|
(23,950
|
)
|
|
(80,840
|
)
|
|||
Cash and Cash Equivalents:
|
|
|
|
|
|
||||||
Increase for the year
|
64,320
|
|
|
80,570
|
|
|
6,870
|
|
|||
At beginning of year
|
108,150
|
|
|
27,580
|
|
|
20,710
|
|
|||
At end of year
|
$
|
172,470
|
|
|
$
|
108,150
|
|
|
$
|
27,580
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
12,430
|
|
|
$
|
13,800
|
|
|
$
|
9,430
|
|
Cash paid for income taxes
|
$
|
44,020
|
|
|
$
|
7,380
|
|
|
$
|
16,230
|
|
|
|
Common
Stock
|
|
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||||
Balances at December 31, 2016
|
|
$
|
460
|
|
|
$
|
817,580
|
|
|
$
|
(293,920
|
)
|
|
$
|
(24,400
|
)
|
|
$
|
499,720
|
|
Net income
|
|
—
|
|
|
—
|
|
|
30,960
|
|
|
—
|
|
|
30,960
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,070
|
|
|
7,070
|
|
|||||
Shares surrendered upon exercise and vesting of equity awards to cover taxes
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|
—
|
|
|
(510
|
)
|
|||||
Non-cash compensation expense
|
|
—
|
|
|
6,780
|
|
|
—
|
|
|
—
|
|
|
6,780
|
|
|||||
Balances at December 31, 2017
|
|
$
|
460
|
|
|
$
|
823,850
|
|
|
$
|
(262,960
|
)
|
|
$
|
(17,330
|
)
|
|
$
|
544,020
|
|
Net income
|
|
—
|
|
|
—
|
|
|
83,300
|
|
|
—
|
|
|
83,300
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|
480
|
|
|||||
Purchase of common stock
|
|
—
|
|
|
(12,140
|
)
|
|
—
|
|
|
—
|
|
|
(12,140
|
)
|
|||||
Shares surrendered upon exercise and vesting of equity awards to cover taxes
|
|
—
|
|
|
(2,380
|
)
|
|
—
|
|
|
—
|
|
|
(2,380
|
)
|
|||||
Non-cash compensation expense
|
|
—
|
|
|
7,170
|
|
|
—
|
|
|
—
|
|
|
7,170
|
|
|||||
Balances at December 31, 2018
|
|
$
|
460
|
|
|
$
|
816,500
|
|
|
$
|
(179,660
|
)
|
|
$
|
(16,850
|
)
|
|
$
|
620,450
|
|
Net income
|
|
—
|
|
|
—
|
|
|
98,620
|
|
|
—
|
|
|
98,620
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,120
|
|
|
12,120
|
|
|||||
Purchase of common stock
|
|
(10
|
)
|
|
(36,730
|
)
|
|
—
|
|
|
—
|
|
|
(36,740
|
)
|
|||||
Shares surrendered upon exercise and vesting of equity awards to cover taxes
|
|
—
|
|
|
(3,340
|
)
|
|
—
|
|
|
—
|
|
|
(3,340
|
)
|
|||||
Non-cash compensation expense
|
|
—
|
|
|
6,450
|
|
|
—
|
|
|
—
|
|
|
6,450
|
|
|||||
Impact of accounting standards adoption (Note 2)
|
|
—
|
|
|
—
|
|
|
1,190
|
|
|
(1,270
|
)
|
|
(80
|
)
|
|||||
Balances at December 31, 2019
|
|
$
|
450
|
|
|
$
|
782,880
|
|
|
$
|
(79,850
|
)
|
|
$
|
(6,000
|
)
|
|
$
|
697,480
|
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
|
•
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability.
|
|
|
December 31, 2018
|
||
Assets
|
|
|
||
Current assets:
|
|
|
||
Receivables, net
|
|
$
|
25,940
|
|
Inventories
|
|
45,960
|
|
|
Prepaid expenses and other current assets
|
|
530
|
|
|
Total current assets
|
|
72,430
|
|
|
Property and equipment, net
|
|
15,850
|
|
|
Other intangibles, net
|
|
6,640
|
|
|
Other assets
|
|
450
|
|
|
Total assets
|
|
$
|
95,370
|
|
Liabilities
|
|
|
||
Current liabilities:
|
|
|
||
Accounts payable
|
|
$
|
26,010
|
|
Accrued liabilities
|
|
4,410
|
|
|
Total current liabilities
|
|
30,420
|
|
|
Deferred income taxes
|
|
2,230
|
|
|
Total liabilities
|
|
$
|
32,650
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
182,590
|
|
|
$
|
172,110
|
|
|
$
|
161,580
|
|
Cost of sales
|
|
(138,100
|
)
|
|
(128,100
|
)
|
|
(131,470
|
)
|
|||
Gross profit
|
|
44,490
|
|
|
44,010
|
|
|
30,110
|
|
|||
Selling, general and administrative expenses
|
|
(32,920
|
)
|
|
(30,590
|
)
|
|
(29,240
|
)
|
|||
Net gain (loss) on dispositions of assets
|
|
38,900
|
|
|
(160
|
)
|
|
(4,420
|
)
|
|||
Operating profit (loss)
|
|
50,470
|
|
|
13,260
|
|
|
(3,550
|
)
|
|||
Interest expense
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Other income (expense), net
|
|
(30
|
)
|
|
360
|
|
|
(110
|
)
|
|||
Other income (expense), net
|
|
(30
|
)
|
|
360
|
|
|
(120
|
)
|
|||
Income (loss) from discontinued operations, before income taxes
|
|
50,440
|
|
|
13,620
|
|
|
(3,670
|
)
|
|||
Income tax expense
|
|
(13,760
|
)
|
|
(4,030
|
)
|
|
(1,330
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
|
$
|
36,680
|
|
|
$
|
9,590
|
|
|
$
|
(5,000
|
)
|
|
|
Year ended December 31,
|
||||||||||
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
|
|
|
|
|
|
|
Specialty
|
|
|
||||||||
|
Packaging
|
|
Aerospace
|
|
Products
|
|
Total
|
||||||||
Balance, December 31, 2017
|
$
|
166,400
|
|
|
$
|
146,430
|
|
|
$
|
6,560
|
|
|
$
|
319,390
|
|
Foreign currency translation and other
|
(2,740
|
)
|
|
—
|
|
|
—
|
|
|
(2,740
|
)
|
||||
Balance, December 31, 2018
|
$
|
163,660
|
|
|
$
|
146,430
|
|
|
$
|
6,560
|
|
|
$
|
316,650
|
|
Goodwill from acquisitions
|
18,400
|
|
|
—
|
|
|
—
|
|
|
18,400
|
|
||||
Goodwill reassigned in segment realignment
|
—
|
|
|
(12,740
|
)
|
|
12,740
|
|
|
—
|
|
||||
Foreign currency translation and other
|
(410
|
)
|
|
—
|
|
|
—
|
|
|
(410
|
)
|
||||
Balance, December 31, 2019
|
$
|
181,650
|
|
|
$
|
133,690
|
|
|
$
|
19,300
|
|
|
$
|
334,640
|
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
Intangible Category by Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships, 5 - 12 years
|
|
$
|
73,860
|
|
|
$
|
(49,910
|
)
|
|
$
|
66,370
|
|
|
$
|
(42,580
|
)
|
Customer relationships, 15 - 25 years
|
|
122,280
|
|
|
(56,010
|
)
|
|
122,280
|
|
|
(49,560
|
)
|
||||
Total customer relationships
|
|
196,140
|
|
|
(105,920
|
)
|
|
188,650
|
|
|
(92,140
|
)
|
||||
Technology and other, 1 - 15 years
|
|
52,430
|
|
|
(29,790
|
)
|
|
52,420
|
|
|
(27,010
|
)
|
||||
Technology and other, 17 - 30 years
|
|
43,300
|
|
|
(37,620
|
)
|
|
43,300
|
|
|
(35,600
|
)
|
||||
Total technology and other
|
|
95,730
|
|
|
(67,410
|
)
|
|
95,720
|
|
|
(62,610
|
)
|
||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Trademark/Trade names
|
|
42,850
|
|
|
—
|
|
|
38,270
|
|
|
—
|
|
||||
Total other intangible assets
|
|
$
|
334,720
|
|
|
$
|
(173,330
|
)
|
|
$
|
322,640
|
|
|
$
|
(154,750
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Technology and other, included in cost of sales
|
|
$
|
4,780
|
|
|
$
|
4,890
|
|
|
$
|
5,140
|
|
Customer relationships, included in selling, general and administrative expenses
|
|
13,850
|
|
|
13,370
|
|
|
13,400
|
|
|||
Total amortization expense
|
|
$
|
18,630
|
|
|
$
|
18,260
|
|
|
$
|
18,540
|
|
Year ended December 31,
|
Estimated Amortization Expense
|
|||
2020
|
|
$
|
18,280
|
|
2021
|
|
$
|
16,310
|
|
2022
|
|
$
|
12,760
|
|
2023
|
|
$
|
10,860
|
|
2024
|
|
$
|
9,360
|
|
|
|
December 31,
2019 |
|
December 31,
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
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Land and land improvements
|
|
$
|
19,110
|
|
|
$
|
15,580
|
|
Building and building improvements
|
|
84,880
|
|
|
69,800
|
|
||
Machinery and equipment
|
|
326,990
|
|
|
287,260
|
|
||
|
|
430,980
|
|
|
372,640
|
|
||
Less: Accumulated depreciation
|
|
216,650
|
|
|
200,690
|
|
||
Property and equipment, net
|
|
$
|
214,330
|
|
|
$
|
171,950
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation expense, included in cost of sales
|
|
$
|
23,700
|
|
|
$
|
20,890
|
|
|
$
|
20,110
|
|
Depreciation expense, included in selling, general and administrative expense
|
|
1,170
|
|
|
1,340
|
|
|
1,660
|
|
|||
Total depreciation expense
|
|
$
|
24,870
|
|
|
$
|
22,230
|
|
|
$
|
21,770
|
|
|
|
December 31,
2019 |
|
December 31,
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
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
4.875% Senior Notes due October 2025
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Debt issuance costs
|
|
(5,310
|
)
|
|
(6,440
|
)
|
||
Long-term debt, net
|
|
$
|
294,690
|
|
|
$
|
293,560
|
|
Year
|
|
Percentage
|
|
2020
|
|
102.438
|
%
|
2021
|
|
101.219
|
%
|
2022 and thereafter
|
|
100.000
|
%
|
Year Ending December 31:
|
|
Future Maturities
|
||
2020
|
|
$
|
—
|
|
2021
|
|
—
|
|
|
2022
|
|
—
|
|
|
2023
|
|
—
|
|
|
2024
|
|
—
|
|
|
Thereafter
|
|
300,000
|
|
|
Total
|
|
$
|
300,000
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Senior Notes
|
|
$
|
300,000
|
|
|
$
|
309,000
|
|
|
$
|
300,000
|
|
|
$
|
282,750
|
|
|
|
|
|
Asset / (Liability) Derivatives
|
||||||
Derivatives designated as hedging instruments
|
|
Balance Sheet Caption
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Net Investment Hedges
|
|
|
|
|
|
|
||||
Cross-currency swaps
|
|
Other assets
|
|
$
|
4,460
|
|
|
$
|
130
|
|
|
|
Amount of Income Recognized
in AOCI on Derivative (Effective Portion, net of tax) |
|
Location of Loss Reclassified from AOCI into Earnings
(Effective Portion) |
|
Amount of Loss Reclassified from
AOCI into Earnings |
||||||||||||||||
|
|
As of December 31,
|
|
|
Year ended December 31,
|
|||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cross-currency swaps
|
|
$
|
4,230
|
|
|
$
|
940
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(320
|
)
|
|
|
|
|
|
|
Debt financing and related expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,680
|
)
|
|
|
|
|
Amount of Loss Recognized in Earnings on Derivatives
|
||||||||||
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
Location of Loss
Recognized in Earnings on Derivatives |
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
Other income (expense), net
|
|
$
|
(600
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Description
|
|
Frequency
|
|
Asset / (Liability)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cross-currency swaps
|
|
Recurring
|
|
$
|
4,460
|
|
|
$
|
—
|
|
|
$
|
4,460
|
|
|
$
|
—
|
|
Foreign exchange contracts
|
|
Recurring
|
|
$
|
(770
|
)
|
|
$
|
—
|
|
|
$
|
(770
|
)
|
|
$
|
—
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cross-currency swaps
|
|
Recurring
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
|
Year ended December 31, 2019
|
||
Operating lease cost
|
|
$
|
6,380
|
|
Short-term, variable and other lease costs
|
|
1,140
|
|
|
Total lease cost
|
|
$
|
7,520
|
|
Year ended December 31,
|
|
Operating Leases(a)
|
||
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
|
|
(a)
|
The maturity table excludes cash flows associated with exited lease facilities. Liabilities for exited lease facilities are included in accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet.
|
Year ended December 31,
|
|
Minimum Payments
|
||
2019
|
|
$
|
8,800
|
|
2020
|
|
8,770
|
|
|
2021
|
|
8,030
|
|
|
2022
|
|
6,260
|
|
|
2023
|
|
5,290
|
|
|
Thereafter
|
|
11,690
|
|
|
Total
|
|
$
|
48,840
|
|
|
|
Claims
pending at
beginning of
period
|
|
Claims filed
during
period
|
|
Claims
dismissed
during
period
|
|
Claims
settled
during
period
|
|
Claims
pending at end of period |
|
Average
settlement
amount per
claim during
period
|
|
Total defense
costs during
period
|
|||||||||
Fiscal year ended December 31, 2019
|
|
4,820
|
|
|
143
|
|
|
172
|
|
|
32
|
|
|
4,759
|
|
|
$
|
16,616
|
|
|
$
|
2,251,704
|
|
Fiscal year ended December 31, 2018
|
|
5,256
|
|
|
171
|
|
|
564
|
|
|
43
|
|
|
4,820
|
|
|
$
|
7,191
|
|
|
$
|
2,260,000
|
|
Fiscal year ended December 31, 2017
|
|
5,339
|
|
|
173
|
|
|
231
|
|
|
25
|
|
|
5,256
|
|
|
$
|
8,930
|
|
|
$
|
2,280,000
|
|
|
Compensatory
|
||||
Range of damages sought (in millions)
|
$0.0 to $0.6
|
|
$0.6 to $5.0
|
|
$5.0+
|
Number of claims
|
—
|
|
10
|
|
46
|
|
|
Pension Benefit
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
|
$
|
1,050
|
|
|
$
|
1,120
|
|
|
$
|
1,150
|
|
Interest cost
|
|
1,070
|
|
|
1,100
|
|
|
1,290
|
|
|||
Expected return on plan assets
|
|
(1,400
|
)
|
|
(1,520
|
)
|
|
(1,480
|
)
|
|||
Settlements and curtailments
|
|
—
|
|
|
2,620
|
|
|
—
|
|
|||
Amortization of net loss
|
|
580
|
|
|
860
|
|
|
1,010
|
|
|||
Net periodic benefit expense
|
|
$
|
1,300
|
|
|
$
|
4,180
|
|
|
$
|
1,970
|
|
|
|
Pension Benefit
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate for obligations
|
|
3.41
|
%
|
|
4.50
|
%
|
|
3.76
|
%
|
Discount rate for benefit costs
|
|
4.50
|
%
|
|
4.37
|
%
|
|
4.35
|
%
|
Rate of increase in compensation levels
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on plan assets
|
|
7.13
|
%
|
|
7.13
|
%
|
|
7.13
|
%
|
|
|
Pension Benefit
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate for obligations
|
|
2.10
|
%
|
|
3.00
|
%
|
|
2.60
|
%
|
Discount rate for benefit costs
|
|
3.00
|
%
|
|
2.60
|
%
|
|
2.80
|
%
|
Rate of increase in compensation levels
|
|
3.00
|
%
|
|
3.30
|
%
|
|
3.30
|
%
|
Expected long-term rate of return on plan assets
|
|
4.60
|
%
|
|
4.60
|
%
|
|
4.60
|
%
|
|
|
Pension Benefit
|
||||||
|
|
2019
|
|
2018
|
||||
Changes in Projected Benefit Obligations
|
|
|
|
|
||||
Benefit obligations at January 1
|
|
$
|
(30,300
|
)
|
|
$
|
(39,030
|
)
|
Service cost
|
|
(1,050
|
)
|
|
(1,120
|
)
|
||
Interest cost
|
|
(1,070
|
)
|
|
(1,100
|
)
|
||
Participant contributions
|
|
(60
|
)
|
|
(60
|
)
|
||
Actuarial gain (loss)
|
|
(4,190
|
)
|
|
3,020
|
|
||
Benefit payments
|
|
900
|
|
|
1,200
|
|
||
Annuity purchase
|
|
—
|
|
|
5,480
|
|
||
Settlements and curtailments
|
|
—
|
|
|
210
|
|
||
Change in foreign currency
|
|
(810
|
)
|
|
1,100
|
|
||
Projected benefit obligations at December 31
|
|
$
|
(36,580
|
)
|
|
$
|
(30,300
|
)
|
Changes in Plan Assets
|
|
|
|
|
||||
Fair value of plan assets at January 1
|
|
$
|
24,650
|
|
|
$
|
31,760
|
|
Actual return on plan assets
|
|
3,630
|
|
|
(1,520
|
)
|
||
Employer contributions
|
|
1,930
|
|
|
2,440
|
|
||
Participant contributions
|
|
60
|
|
|
60
|
|
||
Benefit payments
|
|
(900
|
)
|
|
(1,200
|
)
|
||
Annuity purchase
|
|
—
|
|
|
(5,480
|
)
|
||
Settlements
|
|
—
|
|
|
(210
|
)
|
||
Change in foreign currency
|
|
890
|
|
|
(1,200
|
)
|
||
Fair value of plan assets at December 31
|
|
$
|
30,260
|
|
|
$
|
24,650
|
|
Funded status at December 31
|
|
$
|
(6,320
|
)
|
|
$
|
(5,650
|
)
|
|
|
Pension Benefit
|
||||||
|
|
2019
|
|
2018
|
||||
Amounts Recognized in Balance Sheet
|
|
|
|
|
||||
Prepaid benefit cost
|
|
$
|
1,690
|
|
|
$
|
1,350
|
|
Current liabilities
|
|
(330
|
)
|
|
(340
|
)
|
||
Noncurrent liabilities
|
|
(7,680
|
)
|
|
(6,660
|
)
|
||
Net liability recognized at December 31
|
|
$
|
(6,320
|
)
|
|
$
|
(5,650
|
)
|
|
|
Pension Benefit
|
||||||
|
|
2019
|
|
2018
|
||||
Amounts Recognized in Accumulated Other Comprehensive Loss
|
|
|
|
|
||||
Unrecognized prior service cost
|
|
$
|
190
|
|
|
$
|
190
|
|
Unrecognized net loss
|
|
13,240
|
|
|
11,610
|
|
||
Total accumulated other comprehensive loss recognized at December 31
|
|
$
|
13,430
|
|
|
$
|
11,800
|
|
|
|
Accumulated Benefit Obligations
|
|
Projected Benefit Obligations
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Benefit Obligations at December 31,
|
|
|
|
|
|
|
|
|
||||||||
Total benefit obligations
|
|
$
|
(34,460
|
)
|
|
$
|
(28,410
|
)
|
|
$
|
(36,580
|
)
|
|
$
|
(30,300
|
)
|
Plans with benefit obligations exceeding plan assets
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligations
|
|
$
|
(14,840
|
)
|
|
$
|
(12,050
|
)
|
|
$
|
(14,910
|
)
|
|
$
|
(12,080
|
)
|
Plan assets
|
|
$
|
6,890
|
|
|
$
|
5,090
|
|
|
$
|
6,890
|
|
|
$
|
5,090
|
|
|
|
Pension Benefit
|
||||||
|
|
December 31, 2019
Benefit Obligation |
|
2019 Expense
|
||||
Discount rate
|
|
|
|
|
||||
25 basis point increase
|
|
$
|
(1,400
|
)
|
|
$
|
(100
|
)
|
25 basis point decrease
|
|
$
|
1,510
|
|
|
$
|
110
|
|
Expected return on assets
|
|
|
|
|
||||
50 basis point increase
|
|
N/A
|
|
|
$
|
(150
|
)
|
|
50 basis point decrease
|
|
N/A
|
|
|
$
|
150
|
|
|
|
Domestic Pension
|
|
Foreign Pension
|
||||||||||||||
|
|
|
|
Actual
|
|
|
|
Actual
|
||||||||||
|
|
Target
|
|
2019
|
|
2018
|
|
Target
|
|
2019
|
|
2018
|
||||||
Equity securities
|
|
60
|
%
|
|
62
|
%
|
|
58
|
%
|
|
33
|
%
|
|
30
|
%
|
|
29
|
%
|
Fixed income
|
|
36
|
%
|
|
34
|
%
|
|
39
|
%
|
|
45
|
%
|
|
46
|
%
|
|
47
|
%
|
Diversified growth(a)
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
22
|
%
|
|
23
|
%
|
|
24
|
%
|
Cash and other
|
|
4
|
%
|
|
4
|
%
|
|
3
|
%
|
|
—
|
|
|
1
|
%
|
|
—
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Plan assets subject to leveling
|
|
|
|
|
|
|
|
|
||||||||
Investment funds
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
$
|
4,300
|
|
|
$
|
4,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income
|
|
2,320
|
|
|
2,320
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents
|
|
150
|
|
|
150
|
|
|
—
|
|
|
—
|
|
||||
Plan assets measured at net asset value(a)
|
|
|
|
|
|
|
|
|
||||||||
Investment funds
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
7,040
|
|
|
|
|
|
|
|
|||||||
Fixed income
|
|
10,890
|
|
|
|
|
|
|
|
|||||||
Diversified growth
|
|
5,200
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
|
360
|
|
|
|
|
|
|
|
|||||||
Total
|
|
$
|
30,260
|
|
|
$
|
6,770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Pension
Benefit
|
||
2020
|
|
$
|
1,010
|
|
2021
|
|
1,130
|
|
|
2022
|
|
1,110
|
|
|
2023
|
|
1,210
|
|
|
2024
|
|
1,370
|
|
|
Years 2025-2029
|
|
7,770
|
|
Plan Names
|
|
Shares Approved for Issuance
|
|
TriMas Corporation 2017 Equity and Incentive Compensation Plan
|
|
2,000,000
|
|
TriMas Corporation Director Retainer Share Election Program
|
|
100,000
|
|
|
|
Number of
Stock Options
|
|
Weighted Average
Option Price
|
|
Average
Remaining
Contractual Life (Years)
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at January 1, 2019
|
|
206,854
|
|
|
$
|
13.19
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(56,854
|
)
|
|
0.86
|
|
|
|
|
|
|||
Cancelled
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
|
150,000
|
|
|
$
|
17.87
|
|
|
6.6
|
|
$
|
2,031,000
|
|
|
|
Number of
Unvested
Restricted
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at January 1, 2019
|
|
663,128
|
|
|
$
|
26.67
|
|
|
|
|
|
||
Granted
|
|
304,138
|
|
|
31.14
|
|
|
|
|
|
|||
Vested
|
|
(315,555
|
)
|
|
22.58
|
|
|
|
|
|
|||
Cancelled
|
|
(29,183
|
)
|
|
30.06
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
|
622,528
|
|
|
$
|
30.77
|
|
|
1.0
|
|
$
|
19,553,604
|
|
|
|
Year ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Weighted average common shares—basic
|
|
45,303,659
|
|
|
45,824,555
|
|
|
45,682,627
|
|
Dilutive effect of restricted share awards
|
|
224,946
|
|
|
242,204
|
|
|
241,974
|
|
Dilutive effect of stock options
|
|
66,549
|
|
|
103,705
|
|
|
65,651
|
|
Weighted average common shares—diluted
|
|
45,595,154
|
|
|
46,170,464
|
|
|
45,990,252
|
|
|
|
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 (a)
|
|
(1,870
|
)
|
|
3,300
|
|
|
(2,060
|
)
|
|
(630
|
)
|
||||
Less: Net realized losses reclassified to net income (b)
|
|
(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
|
)
|
|
|
Defined Benefit Plans
|
|
Derivative Instruments
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
Balance, December 31, 2017
|
|
$
|
(10,450
|
)
|
|
$
|
(3,170
|
)
|
|
$
|
(3,710
|
)
|
|
$
|
(17,330
|
)
|
Net unrealized gains (losses) arising during the period (a)
|
|
—
|
|
|
4,110
|
|
|
(6,880
|
)
|
|
(2,770
|
)
|
||||
Less: Net realized losses reclassified to net income (b)
|
|
(3,250
|
)
|
|
—
|
|
|
—
|
|
|
(3,250
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
3,250
|
|
|
4,110
|
|
|
(6,880
|
)
|
|
480
|
|
||||
Balance, December 31, 2018
|
|
$
|
(7,200
|
)
|
|
$
|
940
|
|
|
$
|
(10,590
|
)
|
|
$
|
(16,850
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
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
|
|
$
|
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
|
|
$
|
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(a)
|
|
70
|
|
|
4,890
|
|
|
9,460
|
|
|||
Total
|
|
$
|
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
|
|
$
|
43,500
|
|
|
$
|
40,490
|
|
|
$
|
40,310
|
|
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
|
|
|||
Subtotal from continuing operations
|
|
1,192,700
|
|
|
1,005,150
|
|
|
941,120
|
|
|||
Discontinued operations
|
|
—
|
|
|
95,370
|
|
|
92,080
|
|
|||
Total
|
|
$
|
1,192,700
|
|
|
$
|
1,100,520
|
|
|
$
|
1,033,200
|
|
|
|
As of December 31,
|
||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
|
Net
Sales
|
|
Long-lived Assets
|
|
Net
Sales
|
|
Long-lived Assets
|
|
Net
Sales
|
|
Long-lived Assets
|
||||||||||||
Non-U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Europe
|
|
$
|
87,420
|
|
|
$
|
110,530
|
|
|
$
|
54,920
|
|
|
$
|
53,770
|
|
|
$
|
55,290
|
|
|
$
|
54,090
|
|
Asia Pacific
|
|
37,920
|
|
|
40,720
|
|
|
38,920
|
|
|
44,230
|
|
|
28,200
|
|
|
49,800
|
|
||||||
Other Americas
|
|
6,290
|
|
|
18,430
|
|
|
6,170
|
|
|
7,500
|
|
|
6,570
|
|
|
7,560
|
|
||||||
Total non-U.S.
|
|
131,630
|
|
|
169,680
|
|
|
100,010
|
|
|
105,500
|
|
|
90,060
|
|
|
111,450
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total U.S.
|
|
591,900
|
|
|
540,680
|
|
|
605,020
|
|
|
550,990
|
|
|
566,100
|
|
|
567,600
|
|
||||||
Total
|
|
$
|
723,530
|
|
|
$
|
710,360
|
|
|
$
|
705,030
|
|
|
$
|
656,490
|
|
|
$
|
656,160
|
|
|
$
|
679,050
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
52,190
|
|
|
$
|
64,670
|
|
|
$
|
46,180
|
|
Foreign
|
|
26,070
|
|
|
27,690
|
|
|
23,700
|
|
|||
Total income before income taxes
|
|
$
|
78,260
|
|
|
$
|
92,360
|
|
|
$
|
69,880
|
|
Current income tax expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
3,530
|
|
|
$
|
4,410
|
|
|
$
|
10,990
|
|
State and local
|
|
1,280
|
|
|
2,060
|
|
|
1,640
|
|
|||
Foreign
|
|
7,070
|
|
|
6,200
|
|
|
6,010
|
|
|||
Total current income tax expense
|
|
11,880
|
|
|
12,670
|
|
|
18,640
|
|
|||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
4,890
|
|
|
4,570
|
|
|
15,200
|
|
|||
State and local
|
|
500
|
|
|
1,310
|
|
|
1,280
|
|
|||
Foreign
|
|
(950
|
)
|
|
100
|
|
|
(1,200
|
)
|
|||
Total deferred income tax expense
|
|
4,440
|
|
|
5,980
|
|
|
15,280
|
|
|||
Income tax expense
|
|
$
|
16,320
|
|
|
$
|
18,650
|
|
|
$
|
33,920
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
480
|
|
|
$
|
590
|
|
Inventories
|
|
4,390
|
|
|
3,040
|
|
||
Accrued liabilities and other long-term liabilities
|
|
12,210
|
|
|
14,470
|
|
||
Operating lease liability
|
|
6,790
|
|
|
—
|
|
||
Tax loss and credit carryforwards
|
|
9,200
|
|
|
5,740
|
|
||
Other, principally deferred income
|
|
340
|
|
|
330
|
|
||
Gross deferred tax asset
|
|
33,410
|
|
|
24,170
|
|
||
Valuation allowances
|
|
(8,310
|
)
|
|
(4,330
|
)
|
||
Net deferred tax asset
|
|
25,100
|
|
|
19,840
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
(20,650
|
)
|
|
(14,620
|
)
|
||
Right of use asset
|
|
(6,700
|
)
|
|
—
|
|
||
Goodwill and other intangible assets
|
|
(13,250
|
)
|
|
(6,420
|
)
|
||
Investment in foreign affiliates, including withholding tax
|
|
(830
|
)
|
|
(1,050
|
)
|
||
Gross deferred tax liability
|
|
(41,430
|
)
|
|
(22,090
|
)
|
||
Net deferred tax liability
|
|
$
|
(16,330
|
)
|
|
$
|
(2,250
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. federal statutory rate
|
|
21
|
%
|
|
21
|
%
|
|
35
|
%
|
|||
Tax at U.S. federal statutory rate
|
|
$
|
16,440
|
|
|
$
|
19,390
|
|
|
$
|
24,460
|
|
State and local taxes, net of federal tax benefit
|
|
970
|
|
|
2,730
|
|
|
2,170
|
|
|||
Differences in statutory foreign tax rates
|
|
(870
|
)
|
|
490
|
|
|
(1,060
|
)
|
|||
Change in recognized tax benefits
|
|
(920
|
)
|
|
(560
|
)
|
|
(90
|
)
|
|||
Nontaxable income
|
|
(570
|
)
|
|
(940
|
)
|
|
(250
|
)
|
|||
Research and manufacturing incentives
|
|
(1,160
|
)
|
|
(1,740
|
)
|
|
(1,510
|
)
|
|||
Net change in valuation allowance
|
|
3,580
|
|
|
280
|
|
|
(250
|
)
|
|||
Tax Reform Act
|
|
—
|
|
|
(400
|
)
|
|
12,660
|
|
|||
Other, net
|
|
(1,150
|
)
|
|
(600
|
)
|
|
(2,210
|
)
|
|||
Income tax expense
|
|
$
|
16,320
|
|
|
$
|
18,650
|
|
|
$
|
33,920
|
|
|
|
Unrecognized
Tax Benefits
|
||
Balance at December 31, 2017
|
|
$
|
3,370
|
|
Tax positions related to current year:
|
|
|
||
Additions
|
|
60
|
|
|
Tax positions related to prior years:
|
|
|
||
Additions
|
|
390
|
|
|
Reductions
|
|
—
|
|
|
Settlements
|
|
—
|
|
|
Lapses in the statutes of limitations
|
|
(800
|
)
|
|
Balance at December 31, 2018
|
|
$
|
3,020
|
|
Tax positions related to current year:
|
|
|
||
Additions
|
|
110
|
|
|
Tax positions related to prior years:
|
|
|
|
|
Additions
|
|
—
|
|
|
Reductions
|
|
—
|
|
|
Settlements
|
|
—
|
|
|
Lapses in the statutes of limitations
|
|
(880
|
)
|
|
Balance at December 31, 2019
|
|
$
|
2,250
|
|
|
|
As of December 31, 2019
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
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
|
|
||||
Earnings per share—basic:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.32
|
|
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
0.30
|
|
Discontinued operations
|
|
0.10
|
|
|
0.07
|
|
|
0.08
|
|
|
0.56
|
|
||||
Net income per share
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.42
|
|
|
$
|
0.86
|
|
Weighted average shares—basic
|
|
45,578,815
|
|
|
45,592,075
|
|
|
45,175,244
|
|
|
44,868,503
|
|
||||
Earnings per share—diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.32
|
|
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
$
|
0.30
|
|
Discontinued operations
|
|
0.10
|
|
|
0.07
|
|
|
0.08
|
|
|
0.55
|
|
||||
Net income per share
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.42
|
|
|
$
|
0.85
|
|
Weighted average shares—diluted
|
|
45,992,182
|
|
|
45,828,315
|
|
|
45,415,767
|
|
|
45,144,353
|
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
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
|
|
||||
Earnings per share—basic:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.45
|
|
|
$
|
0.38
|
|
|
$
|
0.45
|
|
|
$
|
0.33
|
|
Discontinued operations
|
|
0.08
|
|
|
0.05
|
|
|
0.04
|
|
|
0.04
|
|
||||
Net income per share
|
|
$
|
0.53
|
|
|
$
|
0.43
|
|
|
$
|
0.49
|
|
|
$
|
0.37
|
|
Weighted average shares—basic
|
|
45,779,966
|
|
|
45,920,307
|
|
|
45,850,288
|
|
|
45,747,659
|
|
||||
Earnings per share—diluted:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.45
|
|
|
$
|
0.37
|
|
|
$
|
0.46
|
|
|
$
|
0.32
|
|
Discontinued operations
|
|
0.08
|
|
|
0.05
|
|
|
0.03
|
|
|
0.04
|
|
||||
Net income per share
|
|
$
|
0.53
|
|
|
$
|
0.42
|
|
|
$
|
0.49
|
|
|
$
|
0.36
|
|
Weighted average shares—diluted
|
|
46,229,337
|
|
|
46,200,757
|
|
|
46,166,558
|
|
|
46,085,202
|
|
2.1(p)
|
|
2.2(w)
|
|
3.1(d)
|
|
3.2(i)
|
|
4.1(u)
|
|
4.2
|
|
10.1(a)
|
|
10.2(c)
|
|
10.3(e)
|
|
10.4(b)
|
|
10.5(m)
|
|
10.6(o)
|
|
10.7(p)
|
|
10.8(s)
|
10.9(s)
|
|
10.10(u)
|
|
10.11(h)
|
|
10.12(f)
|
|
10.13(g)
|
|
10.14(j)
|
|
10.15(k)
|
|
10.16(t)
|
|
10.17(l)
|
|
10.24(r)
|
|
10.25(s)
|
|
10.26(s)
|
|
10.27(v)
|
|
10.28(v)
|
|
10.29(v)
|
|
10.30(n)
|
|
10.31(p)
|
|
10.32(p)
|
|
10.33(r)
|
|
10.34(x)
|
|
10.35(x)
|
|
10.36(x)
|
|
10.37
|
|
21.1
|
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
101
|
The following materials from TriMas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement of Cash Flows, (v) the Consolidated Statement of Shareholders' Equity, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
(a)
|
|
Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4 filed on October 4, 2002 (File No. 333-100351).
|
(b)
|
|
Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4 filed June 9, 2003 (File No. 333-105950).
|
(c)
|
|
Incorporated by reference to the Exhibits filed with Amendment No. 1 to our Registration Statement on Form S-1 filed on September 19, 2006 (File No. 333-136263).
|
(d)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 3, 2007 (File No. 001-10716).
|
(e)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 7, 2008 (File No. 001-10716).
|
(f)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 6, 2009 (File No. 001-10716).
|
(g)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 10, 2009 (File No. 001-10716).
|
(h)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 26, 2010 (File No. 001-10716).
|
(i)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 18, 2015 (File No. 001-10716).
|
(j)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on April 4, 2011 (File No. 001-10716).
|
(k)
|
|
Incorporated by reference to Appendix A filed with our Definitive Proxy Statement on Schedule 14A filed on April 5, 2013 (File No. 001-10716).
|
(l)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on March 7, 2019 (File No. 001-10716).
|
(m)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on October 21, 2013 (File No. 001-10716).
|
(n)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on November 13, 2013 (File No. 001-10716).
|
(o)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on October 20, 2014 (File No. 001-10716).
|
(p)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on July 6, 2015 (File No. 001-10716).
|
(r)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on October 27, 2016 (File No. 001-10716).
|
(s)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on April 27, 2017 (File No. 001-10716).
|
(t)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 27, 2017 (File No. 001-10716).
|
(u)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on September 20, 2017 (File No. 001-10716).
|
(v)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 7, 2018 (File No. 001-10716).
|
(w)
|
|
Incorporated by reference to the Exhibits filed with our Report on Form 8-K filed on December 20, 2019 (File No. 001-10716).
|
(x)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on July 30, 2019 (File No. 001-10716).
|
|
|
|
TRIMAS CORPORATION
(Registrant)
|
||
|
|
|
|
|
|
|
|
|
BY:
|
|
/s/ THOMAS A. AMATO
|
DATE:
|
February 27, 2020
|
|
|
|
Name: Thomas A. Amato
Title: President and Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ THOMAS A. AMATO
|
|
President and Chief Executive Officer
|
|
February 27, 2020
|
Thomas A. Amato
|
|
(Principal Executive Officer) and Director
|
|
|
|
|
|
|
|
/s/ ROBERT J. ZALUPSKI
|
|
Chief Financial Officer
|
|
February 27, 2020
|
Robert J. Zalupski
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ PAUL A. SWART
|
|
Vice President Business Planning, Controller and Chief Accounting Officer
|
|
February 27, 2020
|
Paul A. Swart
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ SAMUEL VALENTI III
|
|
Chairman of the Board of Directors
|
|
February 27, 2020
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Samuel Valenti III
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/s/ HOLLY M. BOEHNE
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Director
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February 27, 2020
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Holly M. Boehne
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/s/ TERESA M. FINLEY
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Director
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February 27, 2020
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Teresa M. Finley
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/s/ JEFFREY M. GREENE
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Director
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February 27, 2020
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Jeffrey M. Greene
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/s/ EUGENE A. MILLER
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Director
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February 27, 2020
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Eugene A. Miller
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/s/ HERBERT K. PARKER
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Director
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February 27, 2020
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Herbert K. Parker
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/s/ NICK L. STANAGE
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Director
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February 27, 2020
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Nick L. Stanage
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/s/ DANIEL P. TREDWELL
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Director
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February 27, 2020
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Daniel P. Tredwell
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ADDITIONS
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||||||||||||
DESCRIPTION
|
|
BALANCE
AT
BEGINNING
OF PERIOD
|
|
CHARGED
TO
COSTS AND
EXPENSES
|
|
CHARGED
(CREDITED)
TO OTHER
ACCOUNTS
|
|
DEDUCTIONS(A)
|
|
BALANCE
AT END
OF PERIOD
|
||||||||||
Allowance for doubtful accounts deducted from accounts receivable in the balance sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2019
|
|
$
|
2,790,000
|
|
|
$
|
810,000
|
|
|
$
|
490,000
|
|
|
$
|
2,030,000
|
|
|
$
|
2,060,000
|
|
Year ended December 31, 2018
|
|
$
|
3,370,000
|
|
|
$
|
1,440,000
|
|
|
$
|
240,000
|
|
|
$
|
2,260,000
|
|
|
$
|
2,790,000
|
|
Year ended December 31, 2017
|
|
$
|
3,040,000
|
|
|
$
|
2,630,000
|
|
|
$
|
(130,000
|
)
|
|
$
|
2,170,000
|
|
|
$
|
3,370,000
|
|
(A)
|
Deductions, representing uncollectible accounts written-off, less recoveries of amounts reserved in prior years.
|
•
|
adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation;
|
•
|
decrease the market price of the common stock; or
|
•
|
delay, deter or prevent a change in control of the Company.
|
Grantee:
|
[specify Grantee’s name]
|
Date of Agreement:
|
As of [enter date]
|
Date of Grant:
|
March 1, 2020
|
Number of PSUs in Award:
|
[number of PSUs] (“Target”), subject to addition or subtraction as set forth on Appendix A depending on achievement of applicable Management Objectives
|
Performance Period:
|
Beginning on January 1, 2020, and continuing through December 31, 2022
|
Settlement Date
|
March 1, 2023
|
Settlement Method:
|
Earned and vested PSUs will generally be settled by delivery of one share of Common Stock for each PSU being settled
|
Dated as of: [grant date]
|
By: ________________________________
Name: Joshua A. Sherbin
Title: Senior Vice President and General Counsel
|
1.
|
I have reviewed this annual report on Form 10-K 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 am 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/ THOMAS A. AMATO
|
|
Thomas A. Amato
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K 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 am 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/ THOMAS A. AMATO
|
|
Thomas A. Amato
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
|
|