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(Mark One)
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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 December 31, 2015
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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
(State or Other Jurisdiction of Incorporation or
Organization)
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38-2687639
(IRS Employer Identification No.)
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Title of Each Class:
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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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NASDAQ Stock Market LLC
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Large Accelerated Filer
x
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Accelerated Filer
o
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Non-accelerated Filer
o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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On June 30, 2015, we completed the spin-off of our Cequent businesses, comprised of the former Cequent Americas and Cequent Asia Pacific Europe Africa ("Cequent APEA") reportable segments, creating a new independent publicly traded company, Horizon Global Corporation ("Horizon"), through the distribution of 100% of the Company's interest in Horizon to holders of the Company's common stock.
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During the third quarter of 2014, we ceased operations of our NI Industries business. NI Industries manufactured cartridge cases for the defense industry and was party to a U.S. Government facility maintenance contract. We received approximately $6.7 million for the sale of certain intellectual property and related inventory and tooling. As a result of discontinuing operations of NI Industries, we renamed the "Aerospace & Defense" reportable segment "Aerospace."
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•
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In the health, beauty and home market
segments
, the products include foamers, pumps, fine mist sprayers and other p
ackaging solutions for the cosmetic, personal care and household product markets in North America, Europe, Asia, Latin America, Middle East, Australia and Africa, and ph
armaceutical and personal care dispensers sold primarily in Europe.
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•
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In the food and beverage markets, the products include specialty plastic closures for bottles and jars, and dispensing pumps for North America, Europe, Asia and Australia.
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•
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Strong Product Innovation
. We believe that Packaging's research and development capability and new product focus is a competitive advantage. For more than 90 years, Packaging's product development programs have provided innovative and proprietary product solutions, such as the Visegrip® steel flange and plug closure, and the all-plastic, environmentally safe, self-venting FlexSpout® flexible pouring spout. Recent examples of innovation within specialty dispensing include hands-free foamer applications for soap, potable water dispenser systems for two-to-five gallon water containers and improved airless high-viscosity liquid dispensing systems to meet thick characteristics in personal care creamers. Packaging’s recent developments of child resistant dispensers for the medical field and several specialty solutions for dispensing, closure and trigger applications for our customers are further examples of our technical advancements. During 2015, Packaging added to this capability by opening a Global Innovation Center in Asia. Based outside Delhi, India, this center houses a cross-functional team of product development, sales, marketing, customer service and supply chain experts. This team is focused on driving innovation across Packaging's broad range of packaging solutions for its customers in the industrial, food & beverage, and health, beauty and home care markets. Packaging's emphasis upon highly-engineered packaging solutions and research and development has yielded numerous issued and enforceable patents, with many other patent applications pending. We believe that Packaging's innovative product solutions have enabled this segment to evolve our products to meet existing customers' needs, as well as attract new customers in a variety of consumer end markets such as beverage, cosmetic, food, medical, nutraceutical, personal care and pharmaceutical.
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•
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Customized Solutions that Enhance Customer Loyalty and Relationships
. A significant portion of Packaging's products are customized for end-users, as Packaging's products are often developed and engineered to address specific customer needs, providing solutions for issues or problems. Packaging provides extensive in-house design, development and technical staff to provide solutions to customer requirements for closures and dispensing applications. For example, the customization of specialty plastic caps and closures including unique colors, collar sizes, lining, venting and branding at short-lead times provides substantial customer loyalty. The continual investment in flexible manufacturing cells allows Packaging to offer both short lead times for high volume products and extensive customization for low order volumes, which provides significant advantages to our consumer goods customer base. In addition, Packaging provides customized dispensing solutions including unique pump design, precision metering, unique colors and special collar sizes to fit the bottles. Packaging has also been successful in promoting the sale of complementary products in an effort to create preferred supplier status.
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•
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Leading Market Positions and Global Presence
. We believe that Packaging is a leading designer and manufacturer of plastic closure caps, drum enclosures, and dispensing systems, such as pumps, foamers and specialty sprayers. Packaging maintains a global network of manufacturing and distribution sites, reflecting its global opportunities and increasing global customer base. Packaging's global customers often want supply chain capability and a flexible manufacturing footprint close to their end market consumers. To better serve our customers in Asia, we added to this global footprint by acquiring Lion Holdings Pvt. Ltd. ("Lion Holdings") in July 2014. Lion Holdings has increased our manufacturing capacity for highly engineered dispensing solutions through locations in India and Vietnam, and increased our Asian market coverage. Also during 2014, we added manufacturing capacity in China to better serve the domestic Chinese market. The majority of Packaging's manufacturing facilities around the world have technologically advanced injection molding machines required to manufacture engineered dispensing and closure solutions, as well as automated, high-speed agile assembly equipment for multiple component products.
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•
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Innovate New Products and New Applications
. Packaging has focused its research and development capabilities on consumer applications requiring special packaging forms, stylized containers and dispenser systems requiring a high degree of functionality and engineering, as well as continuously evolving its industrial applications. Many new product innovations take years to develop. Packaging has a consistent pipeline of new products ready for launch. For example, 39 new patent filings were filed in 2015, with 22 new patents issued. Other recent examples include a dual component dispensing device for the application of pre-operation surgical sterilization, as well as various foamers, pumps and sprayers.
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•
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Globalize Product Opportunities
. Packaging successfully globalizes its products by localizing its expertise in product customization to meet regional market requirements. Our network of manufacturing and distribution sites ensures customers have a global product standard manufactured locally providing the shortest lead-time, to provide products and support where our customers need them. All salespeople in the organization are trained at successfully selling all products in the Packaging group. We believe that, as compared with our competitors, Packaging is able to offer a wider variety of products to our long-term North American customers with enhanced service and tooling support. We have entered into supply agreements with many of these customers based on our broad product offering.
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•
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Increase Global Presence
. Over the past few years, Packaging has increased its international manufacturing and sales presence, with advanced manufacturing capabilities in China, India and Vietnam, as well as an increased sales presence in that region. We have also increased our sales coverage in China and India. By maintaining a presence in international locations, Packaging hopes to continue to discover new markets and new applications and to capitalize on lower-cost production opportunities.
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•
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Monogram
Aerospace Fasteners.
We believe Monogram Aerospace Fasteners ("Monogram") is a leading manufacturer of permanent blind bolts and temporary fasteners used in commercial, business and military aircraft construction and assembly. Certain Monogram products contain patent protection, with additional patents pending. We believe Monogram is a leader in the development of blind bolt fastener technology for the aerospace industry, specifically in 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 certain cost efficiencies over conventional two piece fastening devices.
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Allfast Fastening Systems.
Acquired in October 2014, Allfast Fastening Systems ("Allfast") is a leading global manufacturer of solid and blind rivets, blind bolts, temporary fasteners and installation tools for the aerospace industry with content on substantially all commercial, defense and general aviation platforms in production and in service. Certain Allfast products contain patent protection.
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Mac Fasteners
. Acquired in October 2013, Mac Fasteners manufactures alloy and stainless steel aerospace fasteners, globally utilized by original equipment manufacturers ("OEMs"), aftermarket repair companies, and commercial and military aircraft producers.
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Martinic Engineering
. Acquired in January 2013, Martinic Engineering ("Martinic") manufactures highly-engineered, precision machined, complex parts for commercial and military aerospace applications, including auxiliary power units, as well as electrical hydraulic and pneumatic systems. In November 2015, we added to this product capability by acquiring certain assets and personnel related to Parker Hannifin's Tolleson, Arizona facility, which also manufactures complex machined parts for the aerospace industry.
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Broad Product Portfolio of Established Brands
. We believe that Aerospace is a leading designer and manufacturer of fasteners and other complex, machined components for the aerospace industry. The combination of the Monogram, Allfast and Mac Fasteners brands enables Aerospace to offer a broad range of fastener products covering a broad scope of complexity and price ranges, as well as providing scale to customers who continue to rationalize their supply base and prefer to deal with fewer, broader-ranged suppliers. In several of the product categories, including rotary actuated blind bolts and blind and solid rivets, Aerospace has a meaningful market share with well-known and established brands.
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Strong Product Innovation
. We believe that Aerospace's engineering, research and development capability and new product focus is a competitive advantage. For many years, Aerospace’s product development programs have provided innovative and proprietary product solutions. Recent innovations already brought to market include collars, extended range blind bolts and titanium screws. During 2015, Aerospace created a focused Engineering, Research and Technology team across the brands that incorporates sales, marketing and engineering disciplines into one group. We believe this is a unique approach which will provide quick technical solutions for our customers, drive the development of new products and create new opportunities for additional revenue.
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Leading Manufacturing Capabilities and Processes
. We believe that Aerospace is a leading manufacturer of precision engineered components for the aerospace industry. As a result regulations and customer requirements for Aerospace, products need to be manufactured within tight tolerances and specifications, often out of hard to work with materials including titanium, inconel and specialty steels. Many of this businesses' products, facilities and manufacturing processes are required to be qualified and/or certified. Key certifications in Aerospace include : AS9100:2009 Revision C; ISO9001:2008; ISO14001:2004; 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 Aerospace's products difficult to replicate. We believe Aerospace's manufacturing processes, capabilities and quality focus create a competitive strength for the business.
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Leverage Strengths and Integrate Across the Aerospace Brands
. The combined product sets of Monogram, Allfast and Mac Fasteners uniquely position us to benefit from platform-wide supply opportunities and grow at a level in excess of industry aircraft build rates. In addition, our aerospace platform will benefit from expected synergistic cost savings, including leveraging combined purchasing activities and indirect labor, joint commercial and product development efforts, and sharing of better practices between previously separate businesses. Aerospace customers will benefit from a combined product portfolio of proprietary products and product development efforts. The addition of Allfast, Martinic and Mac Fasteners products to the portfolio enables this segment to reach additional customers, including tier one suppliers to airframe OEMs and aftermarket repair companies, respectively. Monogram and Allfast can also cross-sell products into each other's legacy set of customers.
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•
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Develop New Products.
The Aerospace segment has a history of successfully creating and introducing new products and there are currently several significant product initiatives underway. We focus on expanding our current products into new applications on the aircraft, as well as securing qualified products onto new programs. Aerospace products contain patent protection, with additional patents pending, as well as proprietary manufacturing processes and "know-how." Monogram has developed the next generation Composi-Lok® 3, offering a flush break upon installation, a new Composi-Lite™ derivative affording significant installed weight savings in concert with fuel efficient aircraft designs, and is developing and testing other fasteners to offer improved clamping characteristics on composite structures. Aerospace also continues to expand its fastener offerings to include existing aerospace fastening products, including a suite of collar families used in traditional two-sided assembly. Our close working relationship between our new Engineering, Research and Technology team and our customers' engineering teams is key to developing future products desired and required by our customers.
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Increase Margins.
The Aerospace segment is focused on expanding its margins through a variety of initiatives, including, but not limited to, executing on profitable growth strategies, leveraging one aerospace platform and implementing programs to improve manufacturing efficiencies. Increasing sales over the existing fixed cost structure, implementing price improvement strategies, and adding higher margin products to the product portfolio will all improve margins. In addition, by implementing the TriMas Operating System at all Aerospace locations, productivity, cycle times and on time delivery should improve, while reducing costs and spend.
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•
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Comprehensive Product Offering.
We offer a full suite of gasket and bolt products to the petroleum refining, petrochemical, oil field and industrial markets. Over the years, Energy has expanded its product offering to include custom-manufactured, specialty bolts of various sizes and made-to-order configurations and other CNC-machined components in Europe, as well as isolation kits, capabilities to produce high quality sheet jointing used in the manufacture of soft gaskets, and PTFE for its chemical customers. While many of the competitors manufacture and distribute either gaskets or bolts, supplying both provides us with an advantage to customers who prefer to deal with fewer suppliers.
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Established and Extensive Distribution Channels.
Our business utilizes an established hub-and-spoke distribution system whereby our primary manufacturing facilities supply products to our own branches and highly knowledgeable network of worldwide distributors and licensees, which are located in close proximity to our primary customers. Our primary manufacturing facilities are in Houston, Texas; Faridabad and Bangalore, India; Wolverhampton, United Kingdom; and the newly opened facility in Reynosa, Mexico; with company-owned branches strategically located around the world to serve our global customer base. Enabled by its branch network and close proximity to its customers, Energy's
ability to provide quick turn-around and customized solutions for its customers is also a competitive strength. This established network of branches, enhanced by third-party distributors, allows us to add new customers in various locations and to increase distribution to existing customers. Our experienced in-house sales support teams work with our global network of distributors and licensees to create a strong market presence in all aspects of the oil, gas and petrochemical refining industries.
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•
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Leading Market Positions and Strong Brand Name.
We believe we are one of the largest gasket and bolt suppliers to the global energy market. We believe that Lamons is known as a quality brand and offers premium service to the industry. We also believe that our facilities have the latest proprietary technology and equipment to be able to produce urgent requirement gaskets and bolts locally to meet its customers' demands.
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•
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Reconfiguring its Footprint to Drive Lower-Costs.
Over the past year, we have been in the process, and continue to work through, reducing the cost structures through ongoing manufacturing, overhead and administrative productivity initiatives, global sourcing and selectively shifting manufacturing capabilities to countries with lower costs. We have performed a comprehensive review of our physical footprint and have closed and or consolidated locations to reduce our fixed cost structure. We have also moved a portion of our gasket and fastener operations from our Houston facility to a new facility in Reynosa, Mexico. The move to Mexico is expected to improve our global operating model and enhance the competitiveness of the business, while increasing customer service, as we move our higher-volume, longer lead-time products to this facility. In addition to our core domestic manufacturing facility in Houston, we have advanced manufacturing facilities and sourcing capabilities in China and India. Multi-country manufacturing capabilities provide flexibility to move specific manufacturing requirements amongst facilities to leverage lower cost opportunities and better serve our customers. We believe expanding our new Matrix® product and capacity in India will further increase profitability, as we manufacture our own sheet product compared to reliance for comparable product from our competitors.
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•
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Improve Operational Efficiency at all Locations.
We believe that there are additional opportunities to improve our operational efficiency at all of our locations by continuing the implementation of the lean-based TriMas Operating System. Through improved planning, inventory management, pricing and processes, Energy should improve its margins, while reducing its product lead-times and increase customer fill-rates.
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•
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Expand Engineered and Specialty Product Offering.
Over the past couple of years, we have launched several new highly-engineered and specialty products and have broadened our specialty bolt offering. Examples of new products include: WRI-LP gaskets, a hydrofluoric acid gasket solution; inhibitor gaskets designed to prevent corrosion in offshore platform flanges; IsoTek
TM
Gaskets, an engineered sealing solution for flanged pipe connections; and intelligent bolts which provide more reliable load indication. Most recently, Energy was the first in Europe approved to manufacture the API 20E fasteners used in subsea critical applications, and the first in the world approved to manufacture to API 6A, 17D, 20E and Q1 quality systems. In
addition to providing revenue growth opportunities, specialty products tend to have higher margins than their standard counterparts.
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•
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Arrow Engine
. We believe that Arrow Engine
is a market leading provider of natural gas powered engines and parts. Arrow Engine also provides gas compressors, gas production, meter runs, engine electronics and chemical pumps, all engineered for use in oil and natural gas production and other industrial and commercial markets. Arrow Engine distributes its products through a worldwide distribution network with a particularly strong presence in the United States and Canada. Arrow Engine owns the original equipment manufacturing rights to distribute engines and replacement parts for four main OEM engine lines and offers a wide variety of spare parts for an additional six engine lines, which are widely used in the energy industry and other industrial applications. Arrow Engine has developed a new line of products in the area of industrial engine spare parts for various industrial engines not manufactured by Arrow Engine, including selected engines manufactured and sold under the Caterpillar
®
, Waukesha
®
, Ajax
®
and Gemini
®
brands. Arrow Engine
has expanded its product line to include compressors and compressor packaging, gas production equipment, meter runs and other electronic products.
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•
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Norris Cylinder
. Norris Cylinder is a leading provider of a complete line of large and intermediate/small size, high-pressure and acetylene steel cylinders for the transportation, storage and dispensing of compressed gases. Norris Cylinder's large high-pressure seamless compressed gas cylinders are used principally for shipping, storing and dispensing oxygen, nitrogen, argon, helium and other gases for industrial and health care markets. In addition, Norris Cylinder offers a complete line of acetylene steel cylinders used to contain and dispense acetylene gas for the welding and cutting industries. Norris Cylinder markets cylinders primarily to major domestic and international industrial gas producers and distributors, welding equipment distributors and buying groups, as well as equipment manufacturers.
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•
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Strong Product Innovation.
The Engineered Components segment has a history of successfully creating and introducing new products and there are currently several significant product initiatives underway. Arrow Engine continues to introduce new products in the area of industrial engine spare parts for various industrial engines not manufactured by Arrow Engine, including selected engines manufactured and sold under the Caterpillar
®
, Waukesha
®
, Ajax
®
and Gemini
®
brands. Arrow Engine has also launched an offering of customizable compressors and gas production and meter run equipment, which are used by existing end customers in the oil and natural gas extraction markets, as well as development of a natural gas compressor used for compressed natural gas (CNG) filling stations. Norris Cylinder developed a process for manufacturing ISO cylinders capable of holding higher pressure gases and has been awarded a United Nations certification for its ISO cylinders, making Norris Cylinder the first manufacturer approved to distribute ISO cylinders domestically. Norris Cylinder has also created new designs for seamless acetylene applications in marine and international markets.
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Entry into New Markets and Development of New Customers.
Engineered Components has opportunities to grow its businesses by offering its products to new customers, markets and geographies. In November 2013, Norris Cylinder acquired the assets of Worthington Cylinder's Tilbury, Ontario and Jefferson, Ohio facilities, making Norris Cylinder the only manufacturer of steel high-pressure and acetylene cylinders in North America. Norris Cylinder is selling its cylinders internationally into Europe, South Africa, and South and Central America, as well as pursuing new end markets such as cylinders for use at cell towers (hydrogen fuel cells), in mine safety (breathing air and rescue chambers) and in fire suppression. Arrow Engine continues to expand its product portfolio to serve new customers and new applications for oil and natural gas production in all areas of the industry, including shale drilling. Arrow Engine is also expanding international sales, particularly in Mexico, Indonesia and Venezuela.
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•
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Reconfigure Capacity to Reflect Expected Demand Levels.
Norris Cylinder is in the process of deploying previously acquired assets in both its Huntsville, Alabama and Longview, Texas facilities to support its future expected growth, increasing its capacity for both large and small high pressure cylinders. Norris Cylinder is in process of installing equipment obtained during previous acquisitions in an effort to produce higher volume cylinders more efficiently, while allowing higher technology products to be produced on the current forge asset. At the same time, Arrow Engine, has been unfavorably impacted by reductions in drilling activity driven by the decline in oil prices. In response, Arrow Engine has been focused on right-sizing its business to reflect the current demand levels by lowering costs and maximizing resources until the end market recovers. Where possible, Arrow Engine is variablizing the cost structure to respond quickly to end market changes and enhance flexibility, driving low cost sourcing efforts, and focusing on additional productivity and Lean initiatives.
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•
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our leverage 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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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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a substantial portion of our cash flow from operations will be dedicated to the payment of interest and principal 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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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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pay dividends or redeem or repurchase capital stock;
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incur additional indebtedness and grant liens;
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make acquisitions and joint venture investments;
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sell assets; and
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make capital expenditures.
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volatility of currency exchange between the U.S. dollar and currencies in international markets;
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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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political and economic instability and disruptions, including labor unrest, civil strife, acts of war, guerrilla activities, insurrection and terrorism;
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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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compliance with international trade laws and regulations, including export control and economic sanctions, such as anti-dumping duties;
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difficulties in staffing and managing multi-national operations;
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•
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limitations on our ability to enforce legal rights and remedies;
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•
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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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reduced protection of intellectual property rights; and
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other risks arising out of foreign sovereignty over the areas where our operations are conducted.
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Packaging
|
|
Energy
|
|
Aerospace
|
|
Engineered
Components
|
United States:
Arkansas:
Atkins (1)
California:
Azusa
(1)
Rohnert Park
(1)
Indiana:
Auburn Hamilton (1)
Ohio:
New Albany
(1)
International:
Germany:
Neunkirchen Mexico: Mexico City United Kingdom: Leicester
China:
Hangzhou (1)
Haining City
(1)
India:
Greater Noida
Baddi
Vietnam:
Thu Dau Mot
(1)
|
|
United States:
Texas:
Houston (1)
International:
Belgium:
Geel, Antwerp (1)
Canada:
Sarnia, Ontario (1)
India:
Faridabad (1)
Bangalore
(1)
Mexico:
Reynosa
(1)
Thailand:
Muang Rayong
(1)
United Kingdom:
Wolverhampton
(1)
|
|
United States:
California:
Commerce
(1)
Stanton
(1)
City of Industry
Kansas:
Ottawa
(1)
Arkansas:
Paris
(1)
Arizona:
Tolleson
|
|
United States:
Alabama:
Huntsville
Oklahoma: Tulsa
Texas:
Longview |
|
|
|
(1)
|
Represents a leased facility. All such leases are operating leases.
|
|
|
Price range of
common stock
|
||||||
|
|
High Price
|
|
Low Price
|
||||
Year ended December 31, 2015
|
|
|
|
|
||||
4th Quarter
|
|
$
|
22.02
|
|
|
$
|
15.29
|
|
3rd Quarter
|
|
$
|
25.35
|
|
|
$
|
15.32
|
|
2nd Quarter
|
|
$
|
32.54
|
|
|
$
|
27.74
|
|
1st Quarter
|
|
$
|
31.85
|
|
|
$
|
26.59
|
|
Year ended December 31, 2014
|
|
|
|
|
||||
4th Quarter
|
|
$
|
33.23
|
|
|
$
|
23.68
|
|
3rd Quarter
|
|
$
|
39.16
|
|
|
$
|
24.32
|
|
2nd Quarter
|
|
$
|
38.51
|
|
|
$
|
30.80
|
|
1st Quarter
|
|
$
|
39.92
|
|
|
$
|
30.73
|
|
(1)
|
Includes Actuant Corporation, Carlisle Companies Inc., Crane Co., Dover Corporation, IDEX Corporation, Illinois Tool Works, Inc., SPX Corporation, Teleflex, Inc. and Kaydon Corp (included in peer group 2007-2012, due to being acquired during 2013).
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(dollars and shares in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
863,980
|
|
|
$
|
887,300
|
|
|
$
|
799,700
|
|
|
$
|
738,550
|
|
|
$
|
590,800
|
|
Gross profit
|
|
236,110
|
|
|
237,010
|
|
|
226,040
|
|
|
211,750
|
|
|
185,360
|
|
|||||
Operating profit (loss)
(a)
|
|
(4,250
|
)
|
|
86,650
|
|
|
97,210
|
|
|
88,400
|
|
|
83,390
|
|
|||||
Income (loss) from continuing operations
(a), (b)
|
|
(28,660
|
)
|
|
46,890
|
|
|
59,240
|
|
|
13,750
|
|
|
26,850
|
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
(a)
|
|
$
|
(0.64
|
)
|
|
$
|
1.03
|
|
|
$
|
1.34
|
|
|
$
|
0.30
|
|
|
$
|
0.78
|
|
Weighted average shares
|
|
45,124
|
|
|
44,882
|
|
|
40,926
|
|
|
37,521
|
|
|
34,246
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
(a)
|
|
$
|
(0.64
|
)
|
|
$
|
1.02
|
|
|
$
|
1.32
|
|
|
$
|
0.30
|
|
|
$
|
0.77
|
|
Weighted average shares
|
|
45,124
|
|
|
45,269
|
|
|
41,396
|
|
|
37,949
|
|
|
34,780
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(c), (d), (e), (f)
|
|
$
|
1,170,300
|
|
|
$
|
1,625,430
|
|
|
$
|
1,268,990
|
|
|
$
|
1,101,570
|
|
|
$
|
959,940
|
|
Total debt
(d), (e)
|
|
419,630
|
|
|
630,810
|
|
|
294,620
|
|
|
407,950
|
|
|
458,040
|
|
|||||
Goodwill and other intangibles
(a), (d)
|
|
652,790
|
|
|
757,500
|
|
|
445,840
|
|
|
401,370
|
|
|
301,160
|
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
As a Percentage of Net Sales
|
|
2014
|
|
As a Percentage of Net Sales
|
|
2013
|
|
As a Percentage of Net Sales
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
334,270
|
|
|
38.7
|
%
|
|
$
|
337,710
|
|
|
38.1
|
%
|
|
$
|
313,220
|
|
|
39.2
|
%
|
Aerospace
|
|
176,480
|
|
|
20.4
|
%
|
|
121,510
|
|
|
13.7
|
%
|
|
95,530
|
|
|
11.9
|
%
|
|||
Energy
|
|
193,390
|
|
|
22.4
|
%
|
|
206,720
|
|
|
23.3
|
%
|
|
205,580
|
|
|
25.7
|
%
|
|||
Engineered Components
|
|
159,840
|
|
|
18.5
|
%
|
|
221,360
|
|
|
24.9
|
%
|
|
185,370
|
|
|
23.2
|
%
|
|||
Total
|
|
$
|
863,980
|
|
|
100.0
|
%
|
|
$
|
887,300
|
|
|
100.0
|
%
|
|
$
|
799,700
|
|
|
100.0
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
120,610
|
|
|
36.1
|
%
|
|
$
|
118,210
|
|
|
35.0
|
%
|
|
$
|
111,930
|
|
|
35.7
|
%
|
Aerospace
|
|
58,580
|
|
|
33.2
|
%
|
|
34,710
|
|
|
28.6
|
%
|
|
34,640
|
|
|
36.3
|
%
|
|||
Energy
|
|
23,720
|
|
|
12.3
|
%
|
|
35,660
|
|
|
17.3
|
%
|
|
46,170
|
|
|
22.5
|
%
|
|||
Engineered Components
|
|
33,200
|
|
|
20.8
|
%
|
|
48,430
|
|
|
21.9
|
%
|
|
33,300
|
|
|
18.0
|
%
|
|||
Total
|
|
$
|
236,110
|
|
|
27.3
|
%
|
|
$
|
237,010
|
|
|
26.7
|
%
|
|
$
|
226,040
|
|
|
28.3
|
%
|
Selling, General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
41,990
|
|
|
12.6
|
%
|
|
$
|
38,490
|
|
|
11.4
|
%
|
|
$
|
38,540
|
|
|
12.3
|
%
|
Aerospace
|
|
29,700
|
|
|
16.8
|
%
|
|
16,860
|
|
|
13.9
|
%
|
|
11,790
|
|
|
12.3
|
%
|
|||
Energy
|
|
46,790
|
|
|
24.2
|
%
|
|
40,600
|
|
|
19.6
|
%
|
|
37,150
|
|
|
18.1
|
%
|
|||
Engineered Components
|
|
11,750
|
|
|
7.4
|
%
|
|
14,190
|
|
|
6.4
|
%
|
|
13,600
|
|
|
7.3
|
%
|
|||
Corporate expenses
|
|
32,120
|
|
|
N/A
|
|
|
36,450
|
|
|
N/A
|
|
|
37,460
|
|
|
N/A
|
|
|||
Total
|
|
$
|
162,350
|
|
|
18.8
|
%
|
|
$
|
146,590
|
|
|
16.5
|
%
|
|
$
|
138,540
|
|
|
17.3
|
%
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
78,470
|
|
|
23.5
|
%
|
|
$
|
77,850
|
|
|
23.1
|
%
|
|
$
|
83,770
|
|
|
26.7
|
%
|
Aerospace
|
|
28,320
|
|
|
16.0
|
%
|
|
17,830
|
|
|
14.7
|
%
|
|
22,830
|
|
|
23.9
|
%
|
|||
Energy
|
|
(97,160
|
)
|
|
(50.2
|
)%
|
|
(6,660
|
)
|
|
(3.2
|
)%
|
|
8,620
|
|
|
4.2
|
%
|
|||
Engineered Components
|
|
18,240
|
|
|
11.4
|
%
|
|
34,080
|
|
|
15.4
|
%
|
|
19,450
|
|
|
10.5
|
%
|
|||
Corporate
|
|
(32,120
|
)
|
|
N/A
|
|
|
(36,450
|
)
|
|
N/A
|
|
|
(37,460
|
)
|
|
N/A
|
|
|||
Total
|
|
$
|
(4,250
|
)
|
|
(0.5
|
)%
|
|
$
|
86,650
|
|
|
9.8
|
%
|
|
$
|
97,210
|
|
|
12.2
|
%
|
Capital Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
13,670
|
|
|
4.1
|
%
|
|
$
|
13,730
|
|
|
4.1
|
%
|
|
$
|
11,010
|
|
|
3.5
|
%
|
Aerospace
|
|
5,010
|
|
|
2.8
|
%
|
|
4,430
|
|
|
3.6
|
%
|
|
4,810
|
|
|
5.0
|
%
|
|||
Energy
|
|
7,610
|
|
|
3.9
|
%
|
|
2,690
|
|
|
1.3
|
%
|
|
5,250
|
|
|
2.6
|
%
|
|||
Engineered Components
|
|
2,320
|
|
|
1.5
|
%
|
|
1,690
|
|
|
0.8
|
%
|
|
2,190
|
|
|
1.2
|
%
|
|||
Corporate
|
|
50
|
|
|
N/A
|
|
|
460
|
|
|
N/A
|
|
|
970
|
|
|
N/A
|
|
|||
Total
|
|
$
|
28,660
|
|
|
3.3
|
%
|
|
$
|
23,000
|
|
|
2.6
|
%
|
|
$
|
24,230
|
|
|
3.0
|
%
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Packaging
|
|
$
|
20,920
|
|
|
6.3
|
%
|
|
$
|
20,410
|
|
|
6.0
|
%
|
|
$
|
18,960
|
|
|
6.1
|
%
|
Aerospace
|
|
13,290
|
|
|
7.5
|
%
|
|
7,630
|
|
|
6.3
|
%
|
|
3,790
|
|
|
4.0
|
%
|
|||
Energy
|
|
4,790
|
|
|
2.5
|
%
|
|
4,600
|
|
|
2.2
|
%
|
|
3,820
|
|
|
1.9
|
%
|
|||
Engineered Components
|
|
4,200
|
|
|
2.6
|
%
|
|
4,460
|
|
|
2.0
|
%
|
|
4,270
|
|
|
2.3
|
%
|
|||
Corporate
|
|
340
|
|
|
N/A
|
|
|
340
|
|
|
N/A
|
|
|
260
|
|
|
N/A
|
|
|||
Total
|
|
$
|
43,540
|
|
|
5.0
|
%
|
|
$
|
37,440
|
|
|
4.2
|
%
|
|
$
|
31,100
|
|
|
3.9
|
%
|
•
|
the spin-off of the Cequent businesses, including costs incurred to affect and reclassifying to discontinued operations for all periods presented, and amending our credit agreement ("Credit Agreement");
|
•
|
the impact of lower oil prices, primarily in our Engineered Components and Energy reportable segments;
|
•
|
the impact of acquisitions (see below for the impact by reportable segment);
|
•
|
cash and non-cash costs incurred related to facility closures and consolidations, primarily within our Energy reportable segment;
|
•
|
an approximate
$74.1 million
goodwill impairment charge between our Energy and Engineered Components reportable segments;
|
•
|
the impact of the stronger U.S. dollar, primarily in our Packaging and Energy reportable segments; and
|
•
|
the impact of industrial slowing demand in the back half of 2015, primarily in our Packaging and Engineered Components reportable segments;
|
|
Year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Corporate operating expenses
|
$
|
12.4
|
|
|
$
|
15.3
|
|
Employee costs and related benefits
|
19.7
|
|
|
21.2
|
|
||
Corporate expenses
|
$
|
32.1
|
|
|
$
|
36.5
|
|
•
|
the impact of our various acquisitions during 2014 and 2013 (see below for the impact by reportable segment);
|
•
|
business unit restructuring within our Energy reportable segment, under which we incurred approximately $13.2 million of costs during 2014;
|
•
|
continued economic strength in certain of the markets our businesses serve in 2014 compared to 2013, contributing to increased net sales in all four of our reportable segments;
|
•
|
the sale of our business in Italy within the Packaging reportable segment, for which we recorded a pre-tax gain of approximately $10.5 million;
|
•
|
our equity offering during 2013, where we issued 5,175,000 shares of common stock for net proceeds of approximately $174.7 million; and
|
•
|
our fourth quarter 2014 amendment to our Credit Agreement to add a $275.0 million incremental senior secured term loan A facility, and our amendment of our new credit agreement in 2013, which allowed us to reduce interest costs.
|
|
|
Year ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in millions)
|
||||||
Corporate operating expenses
|
|
$
|
15.3
|
|
|
$
|
14.7
|
|
Employee costs and related benefits
|
|
21.2
|
|
|
22.8
|
|
||
Corporate expenses
|
|
$
|
36.5
|
|
|
$
|
37.5
|
|
•
|
In
2015
, the Company generated
$92.8 million
in cash flows, based on the reported net loss from continuing operations of
$28.7 million
and after considering the effects of non-cash items related to impairment of goodwill and indefinite-lived intangible assets, losses on dispositions of businesses and other assets, depreciation, amortization, stock compensation and related changes in excess tax benefits, changes in deferred income taxes, debt financing and extinguishment costs and other, net. In
2014
, the Company generated
$91.2 million
based on the reported net income from continuing operations of
$46.9 million
and after considering the effects of similar non-cash items.
|
•
|
Decreases in accounts receivable resulted in a source of cash of approximately
$5.3 million
in
2015
, while increases in receivables resulted in a use of cash of approximately
$9.8 million
in
2014
. The primary driver of the change in each year was the year-over-year change in net sales, given sales in the last quarter of each year, based on historical turnover, are likely collected in the quarter following the sale. Fourth quarter 2015 net sales was approximately 14% lower than fourth quarter 2014 sales, and fourth quarter 2014 sales was approximately 17% higher than fourth quarter 2013. Partially offsetting the cash source in 2015 was an increase in days sales outstanding of receivables to approximately 58 days, as compared to approximately 55 days in
2014
.
|
•
|
For the
year ended December 31, 2015
, we reduced our investment in inventory by approximately
$3.3 million
, primarily as a result of lower sales levels. For the
year ended December 31, 2014
, we used approximately
$6.0 million
of cash for investment in our inventories. While our gross inventory levels decreased in 2015, our days sales in inventory increased by approximately 14 days, primarily due to higher material sourcing costs and increased purchases related to U.S. West Coast port delays, mainly in our Energy reportable segment.
|
•
|
Decreases in accounts payable and accrued liabilities resulted in a cash use of approximately
$29.5 million
in
2015
, as compared to a cash source of
$11.8 million
in
2014
. The decrease in accounts payable and accrued liabilities is primarily driven by the decrease in purchases in the second half of 2015 as a result of the decrease in sales, the timing of payments made to suppliers and mix of vendors and related terms. In addition, accrued liabilities decreased in
2015
due to the settlement of various liabilities related to the October 2014 Allfast acquisition. Our days accounts payable on hand at year end remained essentially flat at 55 days in both 2015 and
2014
.
|
Instrument
|
|
Amount
($ in millions) |
|
Maturity Date
|
|
Interest Rate
|
||
Credit Agreement
|
|
|
|
|
|
|
||
Senior secured revolving credit facility
|
|
$
|
500.0
|
|
|
6/30/2020
|
|
LIBOR
(a)
plus 1.750%
(b)
|
Senior secured term loan A facility
|
|
275.0
|
|
|
6/30/2020
|
|
LIBOR
(a)
plus 1.750%
(b)
|
|
|
|
|
|
|
|
|
||
Previous Credit Agreement
|
|
|
|
|
|
|
||
Senior secured revolving credit facility
|
|
575.0
|
|
|
10/16/2018
|
|
LIBOR
(a)
plus 1.625%
(b)
|
|
Senior secured term loan A facility
|
|
450.0
|
|
|
10/16/2018
|
|
LIBOR
(a)
plus 1.625%
(b)
|
|
|
Year ended
December 31, 2015 |
||
|
|
(dollars in thousands)
|
||
Net income (loss)
|
|
$
|
(33,400
|
)
|
Bank stipulated adjustments:
|
|
|
||
Interest expense, net (as defined)
|
|
14,060
|
|
|
Income tax expense
|
|
6,540
|
|
|
Depreciation and amortization
|
|
43,540
|
|
|
Extraordinary non-cash charges
|
|
75,680
|
|
|
Non-cash compensation expense
(1)
|
|
6,340
|
|
|
Other non-cash expenses or losses
|
|
17,830
|
|
|
Non-recurring expenses or costs
(2)
|
|
15,000
|
|
|
Acquisition integration costs
(3)
|
|
1,880
|
|
|
Debt financing and extinguishment costs
(4)
|
|
1,970
|
|
|
Permitted dispositions
(5)
|
|
4,740
|
|
|
Consolidated Bank EBITDA, as defined
|
|
$
|
154,180
|
|
|
|
December 31, 2015
|
|||
|
|
(dollars in thousands)
|
|||
Total Consolidated Indebtedness, as defined
(6)
|
|
$
|
432,230
|
|
|
Consolidated Bank EBITDA, as defined
|
|
154,180
|
|
|
|
Actual leverage ratio
|
|
2.80
|
|
x
|
|
Covenant requirement
|
|
3.50
|
|
x
|
|
|
December 31, 2015
|
||
|
|
(dollars in thousands)
|
||
Interest expense, as defined
|
|
$
|
14,060
|
|
Interest income
|
|
(420
|
)
|
|
Non-cash amounts attributable to amortization of financing costs
|
|
(1,700
|
)
|
|
Pro forma adjustment for acquisitions and dispositions
|
|
130
|
|
|
Total consolidated cash interest expense, as defined
|
|
$
|
12,070
|
|
|
|
December 31, 2015
|
|
||
|
|
(dollars in thousands)
|
|
||
Consolidated Bank EBITDA, as defined
|
|
$
|
154,180
|
|
|
Total consolidated cash interest expense, as defined
|
|
12,070
|
|
|
|
Actual interest expense coverage ratio
|
|
12.77
|
|
x
|
|
Covenant requirement
|
|
3.00
|
|
x
|
|
|
Payments Due by Periods
|
||||||||||||||||||
|
|
Total
|
|
Less than
One Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Contractual cash obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt and receivables facilities
|
|
$
|
425,680
|
|
|
$
|
13,850
|
|
|
$
|
29,380
|
|
|
$
|
382,450
|
|
|
$
|
—
|
|
Lease obligations
|
|
91,810
|
|
|
17,400
|
|
|
30,450
|
|
|
21,090
|
|
|
22,870
|
|
|||||
Benefit obligations
|
|
20,980
|
|
|
880
|
|
|
3,600
|
|
|
4,740
|
|
|
11,760
|
|
|||||
Interest obligations
(a)
|
|
36,670
|
|
|
8,720
|
|
|
16,530
|
|
|
11,420
|
|
|
—
|
|
|||||
Deferred purchase price and contingent consideration
|
|
6,550
|
|
|
6,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
581,690
|
|
|
$
|
47,400
|
|
|
$
|
79,960
|
|
|
$
|
419,700
|
|
|
$
|
34,630
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
19,450
|
|
|
$
|
24,420
|
|
Receivables, net
|
|
121,990
|
|
|
132,800
|
|
||
Inventories
|
|
167,370
|
|
|
171,260
|
|
||
Prepaid expenses and other current assets
|
|
17,810
|
|
|
8,690
|
|
||
Current assets, discontinued operations
|
|
—
|
|
|
192,580
|
|
||
Total current assets
|
|
326,620
|
|
|
529,750
|
|
||
Property and equipment, net
|
|
181,130
|
|
|
177,470
|
|
||
Goodwill
|
|
378,920
|
|
|
460,080
|
|
||
Other intangibles, net
|
|
273,870
|
|
|
297,420
|
|
||
Other assets
|
|
9,760
|
|
|
20,030
|
|
||
Non-current assets, discontinued operations
|
|
—
|
|
|
140,680
|
|
||
Total assets
|
|
$
|
1,170,300
|
|
|
$
|
1,625,430
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current maturities, long-term debt
|
|
$
|
13,850
|
|
|
$
|
23,400
|
|
Accounts payable
|
|
88,420
|
|
|
103,510
|
|
||
Accrued liabilities
|
|
50,480
|
|
|
60,150
|
|
||
Current liabilities, discontinued operations
|
|
—
|
|
|
119,900
|
|
||
Total current liabilities
|
|
152,750
|
|
|
306,960
|
|
||
Long-term debt, net
|
|
405,780
|
|
|
607,410
|
|
||
Deferred income taxes
|
|
11,260
|
|
|
22,120
|
|
||
Other long-term liabilities
|
|
53,320
|
|
|
67,410
|
|
||
Non-current liabilities, discontinued operations
|
|
—
|
|
|
30,900
|
|
||
Total liabilities
|
|
623,110
|
|
|
1,034,800
|
|
||
Preferred stock $0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None |
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 45,322,527 shares at December 31, 2015 and 45,280,385 shares at December 31, 2014 |
|
450
|
|
|
450
|
|
||
Paid-in capital
|
|
812,160
|
|
|
806,810
|
|
||
Accumulated deficit
|
|
(254,120
|
)
|
|
(226,850
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(11,300
|
)
|
|
10,220
|
|
||
Total shareholders' equity
|
|
547,190
|
|
|
590,630
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
1,170,300
|
|
|
$
|
1,625,430
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
863,980
|
|
|
$
|
887,300
|
|
|
$
|
799,700
|
|
Cost of sales
|
|
(627,870
|
)
|
|
(650,290
|
)
|
|
(573,660
|
)
|
|||
Gross profit
|
|
236,110
|
|
|
237,010
|
|
|
226,040
|
|
|||
Selling, general and administrative expenses
|
|
(162,350
|
)
|
|
(146,590
|
)
|
|
(138,540
|
)
|
|||
Net gain (loss) on dispositions of property and equipment
|
|
(2,330
|
)
|
|
(3,770
|
)
|
|
9,710
|
|
|||
Impairment of goodwill and indefinite-lived intangible assets
|
|
(75,680
|
)
|
|
—
|
|
|
—
|
|
|||
Operating profit (loss)
|
|
(4,250
|
)
|
|
86,650
|
|
|
97,210
|
|
|||
Other expense, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(14,060
|
)
|
|
(9,590
|
)
|
|
(15,270
|
)
|
|||
Debt financing and extinguishment expenses
|
|
(1,970
|
)
|
|
(3,360
|
)
|
|
(2,460
|
)
|
|||
Other expense, net
|
|
(1,840
|
)
|
|
(4,100
|
)
|
|
(3,330
|
)
|
|||
Other expense, net
|
|
(17,870
|
)
|
|
(17,050
|
)
|
|
(21,060
|
)
|
|||
Income (loss) from continuing operations before income tax expense
|
|
(22,120
|
)
|
|
69,600
|
|
|
76,150
|
|
|||
Income tax expense
|
|
(6,540
|
)
|
|
(22,710
|
)
|
|
(16,910
|
)
|
|||
Income (loss) from continuing operations
|
|
(28,660
|
)
|
|
46,890
|
|
|
59,240
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
|
(4,740
|
)
|
|
22,390
|
|
|
20,830
|
|
|||
Net income (loss)
|
|
(33,400
|
)
|
|
69,280
|
|
|
80,070
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
—
|
|
|
810
|
|
|
4,520
|
|
|||
Net income (loss) attributable to TriMas Corporation
|
|
$
|
(33,400
|
)
|
|
$
|
68,470
|
|
|
$
|
75,550
|
|